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RESOLUTION OF THE NATIONAL COMMISSION ON SECURITIES OF THE REPUBLIC OF MOLDOVA

of February 6, 2003 No. 4/4

About approval of the Regulations on pledge of corporate securities

For the purpose of enhancement of the legislation regulating procedure for pledge of corporate securities based on the Law N192-XIV of 12.11.1998 on the National commission on securities (The official monitor of the Republic of Moldova N 22-23/91 of 04.03.1999) and the Law N 199-XIV of 18.11.1998 on the security market (The official monitor of the Republic of Moldova N 27-28/123 of 23.03.1999). The national commission on securities DECIDES:

1. Approve Regulations on pledge of corporate securities.

2. From Item 2 of the item a) Resolutions NKTsB N 32/9 of 07.09.2000. (The official monitor of the Republic of Moldova of N119-120/333 of 21.09.2000) about carrying out transactions with securities in the secondary market to exclude words "pledge and".

3. This resolution becomes effective after 15 days from the date of its publication in the Official monitor of the Republic of Moldova.

 

Chairman of the National commission on securities

Ion Rob

Appendix

to the Resolution of the National commission on securities No. 4/4 of February 6, 2003

Regulations on pledge of corporate securities

1. General provisions

1.1. The regulations on pledge of corporate securities (further in the text - the Provision) are developed according to the Law on pledge.

1.2. Requirements of this provision are applied only in case of pledge of corporate securities.

1.3. The provision establishes:

a) features of encumbrance of securities by bail bonds;

b) requirements to the pledge agreement of securities;

c) pledge order of registration;

d) procedure of the mortgage right and termination of pledge;

e) requirements to the subsequent pledge;

f) procedure for the termination of pledge and exception of data on pledge.

1.4. In this provision the following concepts are used:

a) the pawnbroker - person before whom obligations are guaranteed by pledged securities;

b) the pledger - the owner or the nominal owner (in case the contract between the nominee holder and his client grants to the nominee holder the right to perform mortgage operations with securities of this client) pledged securities;

c) pledge subject - the personalized securities of the pledger blocked on its account based on the pledge agreement for benefit of the pawnbroker;

d) registry holder - the independent registrar or the nominal owner who makes registration of pledged securities in the register of owners of securities or in accounting documents of the nominal owner;

e) the exchange - Stock exchange of Moldova;

f) National depositary - National securities depository of Moldova.

2. Features of encumbrance of securities by bail bonds

2.1. One or several rights granted by securities without pledge of these securities cannot be pledged.

2.2. In case of pledge of the personalized materialized securities also certificates of these papers are transferred to the pawnbroker.

2.3. In case of pledge of the shares and other securities granting voting power at general shareholder meeting, the right of participation in general meeting of shareholders of joint-stock company cannot constitute pledge subject.

2.4. The securities which are in common property can be pledged only with the consent of all co-owners.

2.5. Pledge of securities is performed with deprivation (pledge) or without deprivation of ownership.

2.6. In case of pledge of securities with deprivation of ownership pledged securities, from mutual assent of the pledger and the pawnbroker, are transferred to nominal ownership of the professional participant owning the license for depository activity with the conclusion of the agreement on transfer of pledged securities in nominal ownership. Withdrawal of securities from nominal ownership is performed only with the consent of the pawnbroker.

2.7. In case of pledge of securities with deprivation of ownership if the pawnbroker is professional participant, which according to article 8 part (1) the Law on the security market quality of the nominee holder, pledged securities, from mutual assent of the pledger and the pawnbroker can have, are transferred to nominal ownership of the pawnbroker with the conclusion of the agreement on transfer of pledged securities in nominal ownership.

2.8. In the cases stipulated in Items 2.6 and 2.7 of this provision in the agreement on transfer to nominal ownership motives of transfer of securities in nominal ownership - their pledge are specified.

2.9. In case of pledge of the materialized securities data transmission of securities in nominal ownership is not obligatory.

3. Pledge agreement of securities

3.1. The pledge agreement of securities forms the basis in case of pledge of securities.

3.3. The pledge agreement of securities is signed in writing.

3.3. The pledge agreement of securities has legal force from the moment of registration of pledge according to the Section 4 this provision and transfers of certificates - in case of the personalized materialized securities.

3.4. The pledge agreement without fail shall provide if the right to dividends, percent or to other security gains constitute or do not constitute pledge subject.

3.5. The pledge agreement which subject are corporate securities shall provide without fail:

a) information about the pledger:

- surname and name, data of the document assuring the personality (series, number, date of issue by what body it is issued), fiscal code, the home address - for physical persons;

- the name, data of the registration certificate of the company (series, number, date of issue by what body it is issued), fiscal code, the location - for legal entities;

b) information about the pawnbroker:

- surname and name, data of the document assuring the personality (series, number, date of issue by what body it is issued), fiscal code, the home address - for physical persons;

- the name, data of the registration certificate of the company (series, number, date of issue by what body it is issued), fiscal code, the location - for legal entities;

c) directly expressed consent of the pledger to establish pledge for benefit of the pawnbroker;

d) pledge type;

e) data on pledged securities (name of the issuer, class of securities, number of state registration of securities, number of securities, nominal value of securities, contractual cost of securities);

f) being and completion date of the obligation provided with pledge, its extreme size without percent and expenses;

g) the conditions providing prohibition or not prohibition of the subsequent pledge;

h) the name and the address of registry holder who will register pledge;

i) the rights of the pawnbroker when implementing pledge according to Item 7.1 of this provision.

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