Decision No. 18/1 of 14 April 2026 regarding the petition registered with the National Financial Market Commission on 30 January 2026 concerning OTP Bank SA

REPUBLIC OF MOLDOVA NATIONAL FINANCIAL MARKET COMMISSION 77 Stefan cel Mare si Sfant Blvd., Chisinau, MD 2012, tel: (373 22) 859 401, www.cnf.md, e-mail: office@cnf.md

DECISION 14 April 2026 No. 18/1

Regarding the petition registered with the National Financial Market Commission No. 546 on 30.01.2026, regarding "OTP Bank" SA

On 30.01.2026, within the framework of the National Financial Market Commission (CNPF), the petition of Mr. [...] (debtor/consumer) and Mrs. [...] (guarantor), with the documents attached to it, was registered (No. 546), by which the intervention of the CNPF is requested with reference to the legal relations mentioned below.

I. Factual Circumstances

1. From the content of the petition and the documents attached to it, it is established that the legal relations between "OTP Bank" SA (creditor/bank/professional) and the debtor were established based on credit contracts No. [...] dated 21.02.2018 (Contract No. 1) and No. [...] dated 07.02.2019 (Contract No. 2), and the legal relations between the creditor and the guarantor – based on guarantee contracts No. [...] dated 21.02.2018 and No. [...] dated 07.02.2019 (Contracts).

2. The credit granting conditions, resulting from Contract No. 1, are as follows: 2.1. disbursed credit: 95,000.00 MDL; 2.2. the total cost of the credit includes: 2.2.1. interest rate which is fixed: 8.00 percent per annum; 2.2.2. file analysis commission: 150 MDL; 2.2.3. issuance commission: 2.00 percent of the amount granted; 2.2.4. administration commission: 0.50 percent monthly of the credit balance; 2.2.5. commission for modification of contractual clauses: 0.20 percent of the credit balance, minimum 1,000 MDL; 2.2.6. commission for modification of the credit cost: 0.2 percent of the credit balance, minimum 1,000 MDL; 2.2.7. early restructuring commission, which constitutes: 2.2.7.1. 2 percent of the credit balance, if the value of monthly payments, indicated in the payment schedule, or the final repayment date of the credit is changed by more than 30 days; 2.2.7.2. 300 MDL, if the payment of a specific payment from the payment schedule is deferred, as well as in the case of modification of the monthly payment date of the credit; 2.3. penalty interest: 50 percent per year, calculated for each day of delay, according to the contractual formula;

2.4. annual effective interest rate (AER): 16.03 percent; 2.5. total value payable by the debtor: 131,169.89 MDL; 2.6. loan term: 60 months (21.02.2018 – 21.02.2023).

3. The credit granting conditions, resulting from Contract No. 2, are as follows: 3.1. disbursed credit: 69,000.00 MDL; 3.2. the total cost of the credit includes: 3.2.1. interest rate, which is fixed: 6.00 percent per annum; 3.2.2. file analysis commission: 150 MDL; 3.2.3. issuance commission: 2.00 percent of the amount granted; 3.2.4. administration commission: 0.50 percent monthly of the credit balance; 3.2.5. commission for modification of contractual clauses: according to the bank's tariffs at the time of requesting the modification; 3.2.6. early restructuring commission, which constitutes: 3.2.6.1. 2 percent of the credit balance, if the value of monthly payments indicated in the payment schedule, or the final repayment date of the credit is changed by more than 30 days; 3.2.6.2. 300 MDL if the payment of a specific payment from the payment schedule is deferred, as well as in the case of modification of the monthly payment date of the credit; 3.3. penalty interest: 50 percent per year, calculated for each day of delay, according to the contractual formula; 3.4. AER: 13.69 percent; 3.5. total value payable by the debtor: 91,155.01 MDL; 3.6. loan term: 60 months (07.02.2019 – 07.02.2024).

4. The object of the Guarantee Contract No. [...] dated 21.02.2018 constitutes the execution by the guarantor, in full, of the debtor's payment obligations, resulting or which may result from Contract No. 1, signed with the bank, regarding the credit amount of 95,000 MDL and the maximum guaranteed amount (in the currency of the credit) – 100,000 MDL.

5. The object of the Guarantee Contract No. [...] dated 07.02.2019 constitutes the execution by the guarantor, in full, of the debtor's payment obligations, resulting or which may result from Contract No. 2, signed with the bank, regarding the credit amount of 69,000 MDL and the maximum guaranteed amount (in the currency of the credit) – 70,051 MDL.

Note: It should be mentioned that, according to the data from the State Register of Legal Persons, the bank concluded the credit contracts and guarantee contracts under the name of Commercial Bank "MOBIASBANCA" S.A., and, starting from 17.06.2021, it conducts its activity under the name "OTP Bank" SA.

II. Procedural Circumstances

6. According to the Order of the President of the CNPF No. 36 dated 03.02.2026 regarding the ex officio attraction of "OTP Bank" SA into the administrative procedure, initiated by the petition of Mr. [...] and Mrs. [...], and the suspension of the administrative procedure, the creditor was attracted, ex officio, into the administrative procedure, being requested, by the letter of the CNPF No. 05-5/336 dated 05.02.2026, the presentation of documents and explanations related to the Contracts.

7. Consequently, on 18.02.2026, the creditor presented to the CNPF the explanations and documents requested (registered No. 1026).

8. In order to ensure the respect of the right to be heard before issuing the decision, by the letter of the CNPF No. 05-5/741 dated 10.03.2026, sent to the email address info@otpbank.md, the creditor was notified about the date and time of the hearings (in this case – date 16.03.2026, time 15:00), with the request to confirm participation or refusal to participate in the hearings until the date 13.03.2026, time 17:00.

9. Consequently, "OTP Bank" SA, by the letter registered at the CNPF No. 1628 on 11.03.2026, confirmed participation in the hearings within the established term.

10. Based on the complexity of the subject of the administrative procedure, as well as from the imperative of conducting complete investigations, which imply time for meticulous examination of the presented evidence and formation of objective and motivated conclusions, by the Order of the President of the CNPF No. 118 dated 13.03.2026 with regard to the extension of the general term of the administrative procedure, initiated by the petition of Mr. [...] and Mrs. [...], the general term of the administrative procedure was extended until the date 30.03.2026.

11. During the hearings, Mrs. [...], representative of "OTP Bank" SA, supported in full the explanations presented to the CNPF, simultaneously requesting the granting of a term for the presentation of additional explanations, which was recorded in the Hearing Protocol of the participant in the administrative procedure.

12. Additionally, on 19.03.2026, "OTP Bank" SA presented additional explanations (registered at the CNPF No. 1863).

13. Consequently, by the Order of the President of the CNPF No. 135 dated 23.03.2026 regarding the suspension of the administrative procedure, initiated by the petition of Mr. [...] and Mrs. [...], the administrative procedure was suspended for a term of 7 days, in this case, until the date 30.03.2026 inclusive.

14. In this regard, on 24.03.2026 and, additionally, on 27.03.2026, the bank presented the explanations and documents requested (registered at the CNPF No. 2071 and, respectively, No. 2194).

15. As a result of the investigations carried out within the administrative procedure, the need for the presentation of additional explanations by the bank was established, and in this regard, by the Order of the President of the CNPF No. 158 dated 31.03.2026 with regard to the suspension of the administrative procedure, initiated by the petition of Mr. [...] and Mrs. [...], the administrative procedure was suspended for a term of 6 days, in this case, until the date 06.04.2026 inclusive.

16. Subsequently, on 06.04.2026, "OTP Bank" SA presented additional explanations (registered at the CNPF No. 2474).

III. Legal Circumstances

17. In accordance with Art. 37 para. (2) of Law No. 105/2003 on consumer protection (Law No. 105/2003), "(2) The National Financial Market Commission conducts the control of the compliance by the subjects indicated in Art. 4 para. (21) of Law No. 192/1998 on the National Financial Market Commission of the provisions of Art. 1069 – 1081 of the Civil Code regarding contracts concluded with consumers and the establishment of abusive clauses in contracts, upon complaint of the consumer or ex officio, under the conditions of the law.".

18. In this case, at the date of conclusion of the Contracts, the law applicable to abusive clauses was Law No. 256/2011 on abusive clauses in contracts concluded with consumers (Law No. 256/2011).

Subsequently, by Law No. 133/2018 for the modernization of the Civil Code and modification of some legislative acts, the provisions regarding abusive clauses were integrated into the Civil Code, and Law No. 256/2011 was repealed. Thus, the assessment of the CNPF, hereinafter, will be carried out including references to Law No. 256/2011.

19. Under the conditions of Art. 7 para. (4) of the Civil Code, "(4) In the case of legal situations contractual in progress at the date of entry into force of the new law, the old law will continue to govern the nature and extent of the rights and obligations of the parties, as well as any other contractual effects, if the new law does not provide otherwise.". Therefore, the abusive nature of the contractual clauses in this case is subject to evaluation from the perspective of the norms in force at the date of conclusion of the Contracts.

20. At the same time, in accordance with the provisions of Art. 7 para. (5) of the Civil Code, "(5) In the situations provided for in para. (4), the provisions of the new law apply to the methods of exercise of rights or execution of obligations, as well as to alienation, takeover, transformation or extinction thereof. Also, if the new law does not provide otherwise, clauses of a legal act concluded prior to the entry into force of the new law contrary to its imperative provisions are, from this date, devoid of any legal effect.".

21. According to Art. 1 of Law No. 105/2003, "consumer" is "any natural person who intends to order or procure or who orders, procures or uses products, services for needs unrelated to business or professional activity;". This same definition is contained in Art. 3 of Law No. 202/2013 on consumer credit contracts (Law No. 202/2013). According to Art. 21 of the Civil Code, "(1) Has the quality of consumer any natural person who, within a civil legal relationship, acts predominantly for purposes that do not relate to business or professional activity. The natural person does not have the quality of consumer if the other party to the civil legal relationship does not have the quality of professional. (2) Has the quality of professional any natural person or legal entity of public or private law who, within a civil legal relationship, acts for purposes relating to business or professional activity, even if the person does not have the purpose of obtaining profit from this activity.".

22. According to Art. 16 lit. a) and lit. b) of Law No. 105/2003, the consumer, at conclusion of contracts, has the following rights including: "a) to make free decisions in the acquisition of the product, service, without having imposed in contracts abusive clauses or those that may favor the use of unfair commercial practices, of a nature to influence his option; b) to benefit from a clear and precise drafting of contractual clauses, including those regarding the characteristics of the main and warranty conditions, exact indication of the price or tariff, as well as the exact determination of credit conditions and interest rates;".

23. According to Art. 3 of Law No. 202/2017 on banking activity (Law No. 202/2017), "credit – any commitment to grant money as a loan, subject to their repayment, payment of interest and other payments related; any extension of the repayment term of the debt; any guarantee issued, as well as any commitment to acquire a claim or other rights to make a payment;".

24. Under the conditions of Art. 4 of Law No. 256/2011, "(1) Merchants are prohibited from including abusive clauses in contracts concluded with consumers. Any clause

5 abusive introduced in such contracts is considered null from the moment of their conclusion. (2) Any contract concluded between merchant and consumer will contain clear, unambiguous contractual clauses, whose understanding does not require special knowledge. (3) In the case of contracts where all clauses or part of them are presented to the consumer in writing, they must be drafted in a clear and intelligible language, be legible. This requirement is applicable to the document in its entirety, including footnotes, references to other documents or specifications of any nature. (4) In the case of doubts regarding the meaning of a clause, the interpretation most favorable to the consumer prevails.".

25. According to Art. 5 para. (1) and para. (2) of Law No. 256/2011, "(1) A clause contractual not individually negotiated with the consumer is abusive in the event that it creates, contrary to the requirements of good faith, by itself or together with other provisions of the contract, to the detriment of the consumer, a significant imbalance between the rights and obligations of the parties arising from the contract. (2) It is always considered that a clause has not been individually negotiated when it was included by the merchant in advance and, for this reason, the consumer did not have the possibility to influence its content.".

26. Moreover, Art. 5 para. (5) of Law No. 256/2011 contains a list of clauses considered abusive, which is not exhaustive. In this context, according to lit. e) of the mentioned norm, "(5) Clauses are considered abusive which have as object or effect: […] e) requesting from any consumer who has not fulfilled the obligation to pay as compensation a sum disproportionate in relation to the damage caused by non-fulfillment of contractual obligations;".

27. In accordance with Art. 6 para. (1), para. (2), para. (3) and para. (5) of Law No. 256/2011, "(1) The abusive nature of a contractual clause is evaluated taking into consideration the nature of the goods or services for which the contract was concluded and relating, at the moment of its conclusion, to all circumstances that accompany the conclusion and to all clauses of the contract or of another contract from which it depends. (2) In the evaluation of the abusive nature of the clauses contractual, with the exception of clauses established in Art. 5 para. (5), it will be taken into account: a) the different bargaining power of the parties; b) the nature of the goods or services; c) the fact that the consumer was encouraged to give his consent to the clause respective by the statement that he will obtain a benefit or advantage from accepting the respective clause; d) the fact that the goods or services were sold or delivered at the special order of the consumer; e) the fact that the merchant acted in a correct and fair manner towards the other party whose legitimate interests must be taken into consideration. (3) The evaluation of the abusive nature of the clauses does not refer to the object of the contract nor to the adequacy of the price or remuneration, on one hand, with respect to the services or goods supplied in exchange for them, on the other hand, insofar as these clauses are expressed in a clear and intelligible manner. The object of the contract and the relationship between price and quality can be taken into consideration in the evaluation of the abusive nature of the other contractual clauses. [...] (5) Abusive clauses contained in the contract concluded with the consumer will not produce effects on the consumer and will be considered null, and the contract will continue to produce effects in the remaining part, in the case in which it can continue to exist without these clauses.".

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28. Furthermore, the Civil Code (in force until 01.03.2019) establishes, in Art. 9 para. (1), that "(1) Natural and legal persons participating in civil legal relationships must exercise their rights and fulfill their obligations in good faith, in accordance with the law, with the contract, with public order and with good morals. Good faith is presumed until proof to the contrary.".

IV. Assessment of the CNPF

29. Analyzing the contractual clauses, the information from the documents presented by the participants in the administrative procedure, as well as the statements of the representative of "OTP Bank" SA during the hearing, with reference to the requirements provided by the applicable regulatory framework for the case, in force at the date of conclusion of the credit contracts No. [...] dated 21.02.2018 and No. [...] dated 07.02.2019, of the contracts of guarantee No. [...] dated 21.02.2018 and No. [...] dated 07.02.2019, respectively of the Civil Code (in the version until 01.03.2019), of Law No. 105/2003, of Law No. 202/2013 and of Law No. 256/2011, the CNPF reveals the following:

29.1. Ab initio, the establishment of the quality of professional, which is possessed by "OTP Bank" SA in relation to the consumer, is claimed. Regarding the subject, it should be noted that "OTP Bank" SA is registered, according to the rigor of the law, in the Register of Banks. In the sense of Art. 3 of Law No. 202/2017, "the bank is a legal entity whose activity consists in attracting deposits or other refundable funds from the public and in granting credits in its own name". Thus, it is concluded that the creditor conducts the activity of granting credits, with professional title, based on the clauses and conditions offered by it, which are elaborated in advance for a multitude of contracts.

29.2. Non-compliance with the imperative provisions, established in Art. 5 para. (1) of Law No. 202/2013, regarding the obligation of the bank to present pre-contractual information Corresponding to the provisions of Art. 5 para. (1) of Law No. 202/2013, "The Creditor and, if applicable, the credit intermediary provide the consumer, based on the clauses and credit conditions offered by the creditor, as well as, if applicable, the preferences expressed and the information provided by the consumer, the necessary information to allow the consumer to compare multiple offers in order to make an informed decision regarding the eventual conclusion of a credit contract.". In this case, from the documents presented by the participants in the administrative procedure, the presence of "Pre-contractual Information (Standard Information on Consumer Credit)" is not established. Therefore, it is concluded that, contrary to the obligation provided in Art. 5 para. (1) of Law No. 202/2013, the creditor has not fulfilled the obligation to provide the debtor with pre-contractual information, whereas, according to Art. 27 para. (2) of the same law, the bank must be able to prove that the requirements regarding information, provided by this law, have been respected.

29.3. Non-compliance with the imperative provisions, established in Art. 20 para. (1) of Law No. 202/2013, in the early repayment clause of Contract No. 1 and from Contract No. 2

29.3.1. According to point 4.11 lit. a) of the General Conditions of Contract No. 1 and, respectively, of Contract No. 2, "4.11. The Debtor has the right to repay

7 early the Credit, in full at any date, or partially at any payment date indicated in the Payment Schedule, under the following conditions: a) irrevocable prior notification of the Bank with a minimum of 10 Banking Days, in which the amount that is repaid early and the date of early repayment will be specified. Interest will be calculated and paid until the date of early repayment.". This contractual provision contradicts the provisions of Art. 20 para. (1) of Law No. 202/2013, which grants the debtor the right to repay "at any time, to extinguish in total or in part his obligations arising from a credit contract.[...].", without being subject to prior conditioning. The Law does not provide any obligation of prior notification, let alone one formalized and with a minimum term of 10 banking days. By imposing such a condition, the creditor restricts, unjustifiably, the right of the debtor, guaranteed by an imperative norm, which makes this clause subject to absolute nullity, under Art. 220 para. (2) of the Civil Code (in force until 01.03.2019) and Art. 4 para. (1) of Law No. 256/2011.

29.3.2. Moreover, point 9 lit. d) of the Particular Conditions of the credit contracts establishes that "The Bank will charge the Debtor the following commissions: d) Early repayment commission:

• 1.00 % of the value of the credit repaid early, if the period of time between early repayment and the agreed date for the termination of the Credit Contract is more than one year;
• 0.50 % of the creditor's value repaid early, if the period of time between early repayment and the agreed date for the termination of the Credit Contract is not more than one year.". This clause uses the notion of "commission", whereas Art. 20 para. (2) of Law No. 202/2013 establishes the right of the creditor to claim compensation. The clause is formulated improperly, in that the amount charged has the legal nature of a compensation regulated by law, but not a commission.

29.4. Abusive nature of certain clauses regarding the restriction of the contractual freedom of the debtor Corresponding to point 9.1 lit. f) and lit. g) of the General Conditions of the credit contracts, the debtor undertakes [...] f) not to contract credits and loans from other banks and persons; g) not to lend money or goods to any third parties and not to constitute in favor of third parties, without prior consent of the Bank, any guarantee, security or other encumbrance on any present or future asset from his patrimony;". Regarding the statements at point 9.1 lit. f) and lit. g) of the General Conditions of the credit contracts, it should be concluded that these are non-negotiated contractual clauses, which indicates that the creditor acted in bad faith, inserting into these contracts, contrary to Art. 5 para. (1) of Law No. 256/2011, clauses that limit, unjustifiably, the exercise of certain rights by the consumer, whereas the latter cannot be irrevocably obliged to respect clauses that create, contrary to the requirements of good faith, to his detriment, a significant imbalance between the rights and obligations of the parties, which arise from the contract. At the same time, in order to guarantee the execution of payment obligations, guarantee contracts were concluded, which guaranteed, in total, the amount of the credit.

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Furthermore, the maintenance of the balance between the rights and obligations of the parties can be evaluated also from the perspective of reciprocity of rights and obligations in the process of comprehensive analysis of the contractual provisions. At the same time, according to Art. 23 para. (3) of the Civil Code (in force until 01.03.2019), "(3) No one can be limited in capacity to use and in capacity to exercise except in the case and in the manner provided by law.", and in accordance with para. (4) of the same article, "(4) Total or partial renunciation by a natural person of the capacity to use or of the capacity to exercise, other juridical acts