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2013-07-04

Regulation on the calculation of voting rights and registration of the transfer of ownership of bank shares

The National Bank of Moldova issued this regulation to standardize the calculation of voting rights and the registration of bank share transfers. It mandates the use of specific declaration forms for individuals and legal entities to disclose whether they are acting in concert with other shareholders. These declarations require detailed information on shareholdings, voting rights, and any agreements affecting control or board appointments within the bank.

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Attachment no 1 to the Regulation on calculating voting rights and registering transfer of ownership rights over bank shares DECLARATION on the existence or absence of concerted activity of the individual, intending to acquire a shareholding in the share capital of the bank The undersigned ______________ (name, surname, IDNP), with the address , the correspondence address_________, email ___________, phone no. ______________, fax __________, holder of the type of identity card ____________ series no. , issued by ___________ on date , valid until , as individual, intending to acquire a shareholding in the share capital of the bank ________________ (name of the bank), holder of the number of shares ___________ units, which constitute a shareholding in the share capital of the bank in amount of ________ / (shareholding in total amount (MDL) and relative (%) of the share capital of the bank), or ______________ of the voting rights (shareholding in relative amount (%) of the total of voting rights), as according to ____________________________________________________ (name, number and date of the document which confirms the ownership rights over the shareholding in the share capital of the bank) I shall hold shares of the bank in the number of ______________ units, which shall constitute a shareholding in the share capital of the bank in amount of / (shareholding in total amount (MDL) and relative (%) of the share capital of the bank) or of the voting rights (shareholding in relative amount (%) of the total number of voting rights), hereby, I declare the following under my sole responsibility: Taking into account the applicable legal provision, as well as the provision of the bank’s bylaws1 :

  1. I AM NOT ACTING IN CONCERT MANNER2 with none of the direct or indirect shareholders, including the beneficial owners of the shares of the bank. In the event that I decide TO ACT IN CONCERT MANNER with other shareholders: a) I SHALL INFORM the National Bank of Moldova, according to the legal provision, about any agreement, regardless of the form of its conclusion that has as main objective or effect: concerted exercise of voting rights within the general meetings of the bank’s shareholders or within general meetings of persons that exercise control over the bank; concerted activity within the bank management or persons exercising control over it; or exercising the right to appoint the majority of the board members or executive body of the bank or persons exercising control over it; b) I SHALL REQUIRE THE WRITTEN PERMISSION of National Bank of Moldova in the cases provided by law.
  2. I AM ACTING IN CONCERT MANNER with the following persons within the shareholders of the company: Individuals:

Legal entities:

And together we shall hold: shares of the bank in the number of _____________ units, which constitute a shareholding in the share capital of the bank in amount of / (shareholding in total amount (MDL) and relative (%) of the share capital of the bank), or ______________ of the voting rights (shareholding in relative amount (%) of the total of voting rights)

The nature of the existing relations between the members of the group of persons acting in concert manner:

Existing agreements with other shareholders regarding the banks:

If applicable, specify the contact person/s (provided that this/these know the state language of the Republic of Moldova)

(name, surname, IDNP)

(place of work)

(position) contact address: _________________________________, email _____________ phone no., fax _________ The undersigned, declare under my sole responsibility, under the penalty of law, that all the information covered in this declaration are complete and in accordance with the reality. Signature of the individual _______________________ Date „ __” ____________ 20 __ 1 Shall be specified accordingly 2 Definition „person who acts in concert manner ” according to Article 3 of the Law no 202/2017 on the activity of banks [Attachment no 1 edited by the NBM Decision no 260 of the NBM of 24.10.2018, in force from 23.12.2018]

Attachment no.2 to the Regulation on calculating voting rights and registering transfer of ownership rights over bank shares DECLARATION on the existence or absence of concerted activity of the legal entity, intending to acquire a shareholding in the share capital of the bank The undersigned ______________ (name, surname, IDNP), with the address ________________, the correspondence address, email _________________, phone no. ______________, fax ___________, holder of the type of identity card ____________ series no. ________, issued by ___________ on _________, valid until ________, as legal representative of the legal entity _______________________ with the IDNO number __________, intending to acquire a shareholding in the share capital of the bank ________________ (name of the bank), holder of the number of shares ___________ units, which constitute a shareholding in the share capital of the bank in the amount of ________ / (shareholding in total amount (MDL) and relative (%) of the share capital of the bank), or ______________ of the voting rights (shareholding in relative amount (%) of the total of voting rights), and according to

(name, number and date of the document that attests the ownership right over a shareholding in the share capital of the bank) shall hold shares of the bank in the number of _______________________ units, which will constitute a shareholding in amount of / (shareholding in total amount (MDL) and relative (%) of the share capital of the bank), or ______________ of the voting rights (shareholding in relative amount (%) of the total of voting rights), hereby, I declare the following under my sole responsibility: Taking into account the applicable legal provisions, as well as the provision of the bank’s bylaws1 :

  1. The company I represent IS NOT ACTING IN CONCERT MANNER2 with none of the direct or indirect shareholders, including the beneficial owners of the shares of the bank. In the event that the company I represent decides TO ACT IN CONCERT MANNER with other shareholders, it: a) SHALL INFORM the National Bank of Moldova, according to the legal provision, about any agreement, regardless of the form of its conclusion, that has as main objective or effect: concerted exercise of voting rights within the general meetings of the bank’s shareholders or within general meetings of persons that exercise control over the bank; concerted activity within the bank management or persons exercising control over it, or exercising the right to appoint the majority of the board members or executive body of the bank or persons exercising control over it; b) SHALL REQUIRE THE WRITTEN PERMISSION of the National Bank of Moldova in the cases provided by law.
  2. The company I represent IS ACTING IN CONCERT MANNER with the following persons within the shareholders of the company: Individuals:

Legal entities:

And together they shall hold: shares of the bank in the number of ______________ units, which constitute a shareholding in the share capital of the bank in amount of / (shareholding in total amount (MDL) and relative (%) of the share capital of the bank), or ______________ of the voting rights (shareholding in relative amount (%) of the total of voting rights) The nature of the existing relations between the members of the group of persons acting in concert manner:

Existing agreements with other shareholders regarding the banks:

If applicable, specify the contact person/s (provided that this/these know the state language of the Republic of Moldova)

(name, surname, IDNP)

(place of work)

(position) contact address: _________________________________, email _____________ phone no., fax _________ The undersigned, declare under my sole responsibility, under the penalty of law, that all the information covered in this declaration are complete and in accordance with the reality. Signature of the individual _______________________ Date „ __” ____________ 20 __ 1 Shall be specified accordingly 2 Definition „person who acts in concert manner” according to Article 3 of the Law no 202/2017 on the activity of banks [Attachment no 2 edited by the NBM Decision no 260 of the NBM of 24.10.2018, in force from 23.12.2018]

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