Decision No. 22/2 of 05 May 2026 regarding the request for information submitted to the National Financial Market Commission

REPUBLIC OF MOLDOVA NATIONAL FINANCIAL MARKET COMMISSION 77 Stefan cel Mare si Sfant Blvd., Chisinau, MD 2012, tel: (373 22) 859 401, www.cnpf.md, e-mail: office@cnpf.md DECISION 05 May 2026 No. 22/2 Regarding the request submitted by Ms [...], representative of Ms [...], registered with the National Financial Market Commission under No. 3030 on 24.04.2026

On 24.04.2026, within the framework of the National Financial Market Commission (CNPF), the Request regarding the presentation of information (Request) was registered (under No. 3030), submitted by Ms [...], representative of Ms [...] (applicant), whereby the following are requested:

1. a copy of the "Decision of 14 April 2026 establishing violations in the activity of BC 'OTP Bank'";
2. a copy of the "Share Purchase Agreement of the Bank, concluded on [...] between [...], as seller, and [...], as buyer, regarding the sale of all shares held by [...] to [...]".

In law, in accordance with Art. 13 para. (1) and para. (2) of Law No. 148/2023, "(1) Any natural or legal person (hereinafter – applicant) has the right to request and obtain information of public interest under the conditions of the law, by submitting a request for communication of information of public interest (hereinafter – request). (2) Information providers are obliged to communicate the requested information of public interest under the conditions of the law."

Subsequently, according to Art. 24 para. (1) and para. (3) of the same law, "(1) Communication of information of public interest is refused, in whole or in part, if the requested information constitutes information with limited accessibility according to Art. 8. [...] (3) In the event that only part of the requested information constitutes information with limited accessibility, the information provider partially refuses communication of information, according to para. (1) and (2), and is obliged to communicate the information to which access cannot be limited."

For its part, Art. 8 para. (1) of Law No. 148/2023 provides that "(1) Access to information of public interest may be limited in accordance with the proportionality criterion provided for in Art. 9 if the disclosure of the information will prejudice: a) public safety; b) international relations; c) prevention or detection of crimes or misdemeanors; d) carrying out criminal prosecution; e) conducting administrative or judicial proceedings; f) protection of personal data; g) intellectual property rights; h) commercial secrecy."

In this case, the issuance of the CNPF Decision is requested, which contains the first and last name of the natural person, as well as specific elements of the economic nature of the consumer's actions, which, within the meaning of Law No. 133/2011 on the protection of personal data (Law No. 133/2011), constitute personal data, these being defined as "any information relating to an identified or identifiable natural person (subject of personal data). An identifiable person is a person who can be identified, directly or indirectly, by reference to an identification number or to one or more specific elements of their physical, physiological, psychological, economic, cultural or social identity". The same law establishes, in Art. 29, the obligation of operators and third parties with access to personal data to ensure the confidentiality of such data, with the exception of cases: a) processing relates to data made voluntarily and manifestly public by the subject of personal data; b) personal data have been depersonalized.

In this context, the full provision of the Decision could prejudice the right to confidentiality of the personal data of the natural person concerned. Accordingly, in the event that information constituting personal data is depersonalized or excluded, the operator, in this case, the CNPF, may provide it.

Furthermore, under the conditions of Art. 8 para. (2) of Law No. 148/2023, "Access to information of public interest is also limited when the restriction is expressly provided for by law, including in the case of information constituting state, banking or medical secrets."

In this context, legal provisions regarding banking secrecy are contained in Art. 96 para. (1) and para. (2) of Law No. 202/2017 on bank activity, according to which, "(1) The Bank is obliged to maintain confidentiality regarding all facts, data and information relating to its activity, as well as regarding any facts, data or information, at its disposal, relating to the person, assets, activity, business, personal or business relationships of the bank's clients or information relating to client accounts (balances, turnovers, operations carried out), transactions concluded by clients, as well as other information about clients that has become known to it, with the exception of information that is published or may be provided under this law. (2) For the purposes of this chapter, the information provided for in para. (1) constitutes banking secrecy."

Subsequently, the aforementioned law, in Art. 97 para. (5), enumerates situations that do not constitute a violation of the obligation to maintain banking secrecy, one of which would be the provision of information and data prepared in such a way that the identity and information regarding the activity of each bank client cannot be identified.

In this case, the CNPF Decision contains information relating to the natural person – the bank's client – and the legal relationship established on the basis of the contract subject to examination within the administrative procedure, which concluded with the adoption of the requested Decision. Under the conditions of providing the full text of the Decision, the disclosure of this information could violate banking confidentiality norms. In these circumstances and in accordance with the cited legal norms, it is concluded that there is a need to depersonalize, from the text of the Decision, information containing personal data of the natural person and that which falls under banking secrecy.

Additionally, according to Art. 20 para. (3) lit. a) of Law No. 148/2023, "(3) Information of public interest may be communicated in a manner other than that indicated in the request in the event that: a) the information is available on the internet and can be communicated to the applicant by reference to the relevant web page;". Thus, taking into account the fact that the requested decision is published in its depersonalized form on the official website of the CNPF, on principles of efficiency and availability, the provision can be realized by reference to the relevant web page.

Complementarily, with regard to the second request, it must be mentioned that the Share Purchase Agreement of the Bank, concluded on [...] between [...], as seller, and [...], as buyer, and held by the CNPF, contains an initial and, implicitly, has a confidential character, which, within the meaning of Law No. 384/2023 on the protection of commercial secrets (Law No. 384/2023), constitutes commercial secrecy, this being defined as "information that cumulatively meets the following requirements: a) are secret in the sense that they are not, as a whole or as the elements thereof are presented or articulated, generally known or easily accessible to persons from circles that normally deal with the type of information in question; b) have commercial value because they are secret; c) have been the subject of reasonable measures, given the circumstances, taken by the person who legally controls the information in question, to keep them secret".

The same law regulates, in Art. 4 para. (3), that "The use or disclosure of a commercial secret is considered illegal whenever it is committed, without the consent of the holder of the commercial secret, by a person who meets any of the following conditions: a) acquired the commercial secret illegally; b) violates a confidentiality agreement or any other obligation not to disclose the commercial secret; c) violates a contractual or other obligation limiting the use of the commercial secret".

In this context, the provision of a copy of the requested contract could prejudice the right to maintain commercial secrecy for the persons concerned.

Subsequently, in the context of the certain identification of information with limited accessibility, provided for in Art. 8 para. (1) lit. h) and para. (2) of Law No. 148/2023, it is necessary to establish whether the public interest in disclosing them prevails over the protected interest.

Corresponding to Art. 9 of Law No. 148/2023, "(1) In the case provided for in Art. 8 para. (1), access to information of public interest is limited only if the following cumulative conditions are met: a) the disclosure of the information will prejudice one of the legitimate purposes provided for in Art. 8 para. (1); b) the prejudice that will be caused by the disclosure of the information prevails over the public interest in accessing the information. (2) If the public interest in accessing the information prevails over the prejudice that will be caused by the disclosure of the information, providers are obliged to provide access to information of public interest. (3) Public interest prevails especially in the case of information whose disclosure will contribute to: a) disclosure of serious or mass violations of human rights and freedoms, as well as of international humanitarian law; b) disclosure of acts of corruption or acts related to them; c) disclosure of potential conflicts of interest; d) disclosure of illegal public procurement or illegal expenditure from public budgets; e) prevention and disclosure of serious threats to life or health of persons; f) prevention and disclosure of damage to the environment; g) understanding of issues for which public policies are elaborated or public consultations are carried out; h) ensuring equal treatment before the law."

The public interest favoring the disclosure of information, regardless of the prejudice caused to any interests established in Art. 8 para. (1) of Law No. 148/2023, must be understood in accordance with the position of the Constitutional Court, expressed in the Decision of 22 June 2015: "Public interest is usually related to issues that affect the public to such an extent that they could legitimately be interested in them, that attract their attention or that concern them to a significant degree, especially if they affect the well-being of citizens or community life. It is also the case of issues capable of giving rise to considerable controversies, which concern an important social problem or which involve a problem regarding which the public will have an interest in being informed. Public interest cannot be reduced to the public's thirst for information about the private life of others or to the audience's desire for 'spicy' information or sensational news. In its jurisprudence, the Court has held that the right of access to information is an important instrument for quantifying abuses, administrative errors, corruption and for the implementation of fundamental human rights. The Court has attributed to the right to information a character of a national resource. Information held by public authorities and institutions is not collected or created for the benefit of these entities, but for the benefit of the public (see CCJ No. 19 of 22 June 2015, §§ 71, 73; CCJ No. 16 of 18 May 2016, § 50)".

Subsequently, in accordance with Art. 9 of Law No. 148/2023, the proportionality criterion was applied, in order to determine whether the public interest in disclosing the information prevails over the prejudice that could be caused. The analysis performed did not identify the existence of circumstances that fall under the hypotheses provided for in Art. 9 para. (3).

In this context, it is found that the transaction in question has a strictly commercial and private character, being concluded between two shareholders, without elements that justify the prevalence of public interest over the need to protect commercial secrecy.

Complementarily, it is noted that the share purchase agreement of a bank falls into the category of commercial secrecy, as it contains a set of information which, in their entirety and structure, are not generally known nor easily accessible, including, where applicable, without limitation to, financial conditions, mechanisms for setting and adjusting the price, guarantees and declarations of the parties, as well as elements relating to investment strategies and internal evaluations. The confidential nature of this information gives them a distinct commercial value, as their disclosure could affect the position of the parties, influence future negotiations or generate unjustified advantages for third parties. At the same time, the respective information has been the subject of reasonable protection measures, adapted to the circumstances, including by establishing confidentiality clauses, restricting access to documents and using secure mechanisms for their management.

Therefore, the disclosure of the contract could prejudice the legitimate commercial interests of the contracting parties, and this prejudice prevails over the general public interest in access to information.

For the reasons stated above, on the basis of Art. 18 para. (3), Art. 20 para. (1) and para. (6) and Art. 22 para. (3) of Law No. 192/1998 on the National Financial Market Commission, Art. 8 para. (1) lit. h), Art. 9 and Art. 24 of Law No. 148/2023 on access to information of public interest, Law No. 384/2023 on the protection of commercial secrets, the Administrative Code and the Regulation on the organization and functioning of the National Financial Market Commission (CNPF Decision No. 57/11/2022),

The National Financial Market Commission DECIDES:

1. The Request regarding the presentation of information, submitted by Ms [...], representative of Ms [...] (registered with the CNPF under No. 3030 on 24.04.2026) is partially accepted, and the applicant is communicated the availability of CNPF Decision No. 18/1 of 14.04.2026 regarding the petition registered with the National Financial Market Commission under No. 546 on 30.01.2026 with regard to "OTP Bank" SA on the official website of the CNPF (www.cnpf.md) in the "Decisions of the Board of Directors" section, according to the address: https://www.cnpf.md/storage/files/files/decisions/18_1%20Sergiu%20Bucicov%20%20OTP%20Bank%20Public(1).pdf.
2. The Request mentioned in point 1 is partially refused, in the part concerning the presentation of a copy of the Share Purchase Agreement of the Bank, concluded on [...] between [...], as seller, and [...], as buyer, information that constitutes commercial secrecy.
3. This Decision may be contested with an administrative lawsuit submitted to the Chisinau Court, Rascani seat (MD-2068, Chisinau, Kiev 3 St.), within 30 days from the date of its communication.
4. This Decision enters into force on the date of adoption, is communicated to the recipient in accordance with the legislation and is published on the official website of the CNPF (www.cnpf.md).

Dumitru BUDIANSCHI, PRESIDENT