RESOLUTION OF THE NATIONAL COMMISSION ON THE FINANCIAL MARKET OF THE REPUBLIC OF MOLDOVA

of December 2, 2016 No. 59/6

About approval of the Instruction about immediate and indirect possession

Based on article 6 of the Law on the capital market No. 171/2012 (Official monitor of the Republic of Moldova, 2012, No. 193-197, Art. 665.

1. Approve the Instruction about immediate and indirect possession according to appendix.

2. This resolution becomes effective from the date of publication.

Appendix

to the Resolution of the National commission on the financial market of the Republic of Moldova of December 2, 2016 No. 59/6

The instruction about immediate and indirect possession

Chapter I. General provisions

1. This instruction establishes procedure for determination of immediate and indirect possession by person securities in the authorized capital of commercial society in the capital market.

2. This instruction is applied in case of determination:

a) qualified participation (Article 6, parts 1) and (2) Articles 40, part (3) article 62 of the Law on the capital market No. 171/2012 (further – the Law No. 171/2012);

b) obligations to perform the takeover offer (parts (1) and (2) article 21 of the Law No. 171/2012);

c) control (form of 1 Regulations on disclosure of information by issuers of securities approved by the Resolution of the National commission on the financial market No. 7/1/2019);

d) abuses in the capital market (Article 127 and article 128 of the Law No. 171/2012).

3. The concepts used in this instruction have the determinations provided by the Law No. 171/2012 and the corresponding subordinate legislations.

4. For the purpose of this instruction the used concepts have the following determinations:

1) Control – situation in which the physical person or legal entity answers, at least, one of the following conditions:

a) owns independently or together with persons acting in coordination, the majority of voting shares or shares in commercial society;

b) owns independently or together with persons acting in coordination, the number of voting shares or shares which allows it to appoint or dismiss most of members of council of society, executive body or most of members of executive body and/or the auditor or most of members of audit committee;

c) exerts the dominating impact on commercial society, shareholder or the member of whom is, based on the contract with this commercial society or provision of the constituent act or the charter of society;

d) is shareholder or the member of commercial society and controls independently based on the agreement signed with other shareholders or members of this society, the majority of voting powers.

2) the Dominating influence on commercial society – availability of some actual situations or some organizational or financial agreements for:

a) distributions of annual profit or repayment of losses of commercial society;

b) coordinating of management of activities of commercial society by other persons pursuing common goal;

c) assignment of competences is more, than those which follow from the owning share;

d) assignment of competence at the choice of members of supervision body or the performing body to other persons, but not those which shall own similar competence based on the shares belonging to them;

e) joint management of persons which are in structure of governing bodies;

f) cases, ever most of members of supervision body or executive body of commercial society, or the shareholder owning at least than 50% of voting shares or the capital of commercial society are in the habit or are forced to be effective for the purpose of management of commercial society according to instructions of other person;

g) the capability to own the decisive majority for vote on questions, stipulated by the legislation, being in competence of general shareholder meeting.

3) the Majority of voting shares or shares – number of shares/share to equal, at least, 50 percent plus one share of all voting shares/share of commercial society.

4) Person – any physical person or legal entity.

5. Ceased to be valid according to the Resolution of the National commission on the financial market of the Republic of Moldova of 12.09.2023 No. 47/8

Chapter II. Immediate and indirect possessions

6. Immediate possession by voting shares or shares provides ownership of person of the voting powers corresponding to the shares/shares belonging to it in this commercial society as its shareholder / participant in the authorized capital of commercial society.

7. Indirect possession by voting shares or share provides ownership by means of one person in the authorized capital of commercial society / some persons which are under indirect control of the owner, including his vygodopriobretayushchy owner.

8. Ceased to be valid according to the Resolution of the National commission on the financial market of the Republic of Moldova of 12.09.2023 No. 47/8

9. It is considered that the physical person or legal entity called further "the corresponding person" owns directly, by means of persons/persons acting in coordination, voting powers in the authorized capital on the issuer in any of the below-specified cases or in their combinations:

a) persons/persons with whom the corresponding person acts in coordination, owns directly as the shareholder voting powers on the issuer, and the corresponding person owns personally, direct image, in addition to ownerships which are considered as indirect voting powers on the issuer (appendix No. 1).

b) person with whom the corresponding person acts in coordination is legal person shareholder of the issuer, and the corresponding person can exert impact on method of implementation of voting powers which are directly owned by this legal entity – the issuer's shareholder as the corresponding person, independently or together with persons with whom it acts in coordination others than legal person shareholder of the issuer, directly or indirectly owns control over legal person shareholder of the issuer (appendix No. 2, of 3, of 4, of 5, of 6).

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