Decision No. 54/6 on Approving the Regulation on Minimum Requirements for Shareholder Identification, Information Transmission, and Facilitation of Shareholder Rights

REPUBLIC OF MOLDOVA
NATIONAL FINANCIAL COMMISSION
77 Stefan cel Mare si Sfant Blvd., Chisinau, MD 2012, tel: (373 22) 859 401, www.cnpf.md, e-mail: office@cnpf.md EU DECISION 11 November 2025 No. 54/6 On the approval of the Regulation on establishing the minimum requirements related to the identification of shareholders, transmission of information, and facilitation of the exercise of shareholder rights

Pursuant to Article 52(3) of Law No. 1134/1997 on joint-stock companies (republished in the Official Monitor of the Republic of Moldova, 2020, No. 372-382, Art. 341, with subsequent amendments), Article 471(3) and (7) of Law No. 171/2012 on the capital market (Official Monitor of the Republic of Moldova, 2012, No. 193–197, Art. 665, with subsequent amendments), Article 18(3) and Article 20(6) of Law No. 192/1998 on the National Financial Commission (republished in the Official Monitor of the Republic of Moldova, 2007, No. 117-126 BIS, with subsequent amendments), and the Regulation on the organization and functioning of the National Financial Commission (Decision No. 57/11/2022 of the NFC),

The National Financial Commission DECIDES:

This Decision transposes Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down implementation powers regarding Directive 2007/36/EC of the European Parliament and of the Council as regards the identification of shareholders, the transmission of information, and the facilitation of the exercise of shareholder rights, CELEX: 32018R1212, published in the Official Journal of the European Union L 223/1 of 4 September 2018.

1. The Regulation on establishing the minimum requirements related to the identification of shareholders, transmission of information, and facilitation of the exercise of shareholder rights is approved (attached).

2. This Decision enters into force on the date of its publication in the Official Monitor of the Republic of Moldova, except for points 7, 10, 11, and Chapter VI, as well as point 37, which will enter into force upon the expiration of the 24-month period from the date of publication in the Official Monitor of the Republic of Moldova.

3. Upon the entry into force of the Treaty of Accession of the Republic of Moldova to the European Union, the provisions of the Regulation mentioned in point 1, regarding the identification of shareholders of an issuer admitted to trading on a regulated market, shall cease to apply. With respect to these entities, the provisions of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down implementation powers regarding Directive 2007/36/EC of the European Parliament and of the Council as regards the identification of shareholders, the transmission of information, and the facilitation of the exercise of shareholder rights, published in the Official Journal of the European Union L 223/1 of 4 September 2018 (CELEX: 32018R1212), shall apply.

4. This Decision is published on the official website of the NFC (www.cnpf.md).

Dumitru BUDIANSCHI,
PRESIDENT

3
Approved by Decision of the National Financial Commission No. 54/6 of 11.11.2025

REGULATION on establishing the minimum requirements related to the identification of shareholders, transmission of information, and facilitation of the exercise of shareholder rights

Chapter I
GENERAL PROVISIONS

1. The Regulation on establishing the minimum requirements related to the identification of shareholders, transmission of information, and facilitation of the exercise of shareholder rights (hereinafter – Regulation) establishes the minimum requirements for the identification of shareholders of joint-stock companies, whose share accounts are maintained by the Central Securities Depository (hereinafter – CSD), as well as those maintained by registrars, in cases where entries regarding their transfer into custody are made in the share accounts held.

2. The purpose of the Regulation is to streamline communication between joint-stock companies and their shareholders, particularly regarding the transmission of information throughout the entire chain of intermediaries, by imposing specific procedures that facilitate the exercise of shareholder rights, especially the right to participate and vote at the general meeting of shareholders, as well as the right to receive distributions of net profit (dividends).

3. This Regulation determines the minimum requirements regarding:
   3.1. standardized formats, interoperability, and language used in the transmission of information by issuers and intermediaries;
   3.2. the format of the request for disclosure of information regarding the identity of the shareholder and the response of intermediaries thereto;
   3.3. the types and format of information transmitted for the convening of the general meeting of shareholders;
   3.4. confirmation of the right to exercise shareholder rights at a general meeting of shareholders;
   3.5. notification of shareholder participation in the general meeting of shareholders;
   3.6. the format of confirmation regarding the receipt, registration, and counting of votes;
   3.7. the transmission of information specific to corporate events other than the general meeting of shareholders;
   3.8. deadlines to be respected by issuers and intermediaries in the context of corporate events and the process of identifying shareholders;
   3.9. security and protection of personal data.

4. The provisions of the Regulation apply to:
   4.1. the Central Securities Depository;
   4.2. registrars (hereinafter – registrars), to the extent of the registers kept, which contain entries regarding the transfer of shares into custody;
   4.3. investment companies engaged in custody activities;
   4.4. issuers of shares meeting the criteria established in point 1;
   4.5. holders of shares.

5. The terms and expressions used in this Regulation have the meaning provided in Law No. 1134/1997 on joint-stock companies (hereinafter – Law No. 1134/1997) and Law No. 171/2012 on the capital market (hereinafter – Law No. 171/2012). For the purposes of this Regulation, the following concepts are defined:
   5.1. BIC (Business Identifier Code) – a commercial identification code by which a payment service provider is uniquely identified, the elements of which are provided by the ISO 9362 standard (International Organization for Standardization, hereinafter – ISO);
   5.2. LEI code – Legal Entity Identifier, according to the international standard ISO 17442, a unique code used to identify legal entities participating in financial transactions globally, where applicable;
   5.3. Issuer CSD – the Central Securities Depository, as defined in Article 6 of Law No. 171/2012;
   5.4. payment date – the date on which, if applicable, the shareholder is owed payment of dividends in the context of a corporate event (the date on which the list of shareholders entitled to receive dividends is drawn up);
   5.5. record date – the date prior to the general meeting of shareholders on which persons entitled to participate in the meeting are identified, established in accordance with Article 56(1) of Law No. 1134/1997, based on consolidated positions recorded in the registers of the Issuer CSD or another first intermediary, by entry into the account, at the conclusion of activities on that day;
   5.6. ex-rights date – the date from which shares are traded without the rights arising from shareholdings, including the right to participate and vote at a general meeting of shareholders;
   5.7. issuer – a company incorporated under Law No. 1134/1997 or a company whose shares are admitted to trading on a regulated market under Article 9 of Law No. 171/2012, the record of issued shares of which is maintained by the Central Securities Depository or, outside thereof, by a registrar, in the part of the registers involving the record of shares in custody, or by a third party designated by such a company to perform the tasks established in this Regulation;
   5.8. corporate event – an action or decision at the level of the joint-stock company, initiated by it or a third party, which involves the exercise of rights arising from shareholdings and which may or may not affect these rights (e.g., general meeting of shareholders, distribution of profit, or acquisition of its own shares by the company);
   5.9. unique event identifier – a unique alphanumeric code generated by the system according to ISO standards or compatible methodologies;
   5.10. shareholder intervention – any response, instruction, or other reaction of the shareholder or the third party designated by the shareholder in accordance with Article 22 of Law No. 1134/1997, for the purpose of exercising rights arising from shareholdings in the context of a corporate event;
   5.11. voting period – the period during which the shareholder may choose between the options available in the context of a corporate event;
   5.12. authorized position – the number of shares, at the "record date," of the person registered in the accounts of the Central Securities Depository or at the registrar, or at the custodian, as applicable, including the right to participate and vote at a general meeting of shareholders;
   5.13. first intermediary – the Issuer CSD or another intermediary, as applicable, registrar designated by the issuer, which maintains the records of the issuer's shares by entry into the account at the highest level, or holds such shares at the highest level in the name of the shareholders of the issuer. The first intermediary may also perform the role of the last intermediary, who is responsible for transmitting information and managing shareholder interventions, ensuring that all requests and transactions are processed correctly and in a timely manner;
   5.14. buyer protection period – the date and time by which a buyer who has not yet received the share entitling them to participate in a corporate event must communicate instructions to the seller regarding the choice between voting options;
   5.15. deadline set by the issuer – the last day and time set by the issuer by which the issuer, third parties designated by the issuer, or the Issuer CSD must be notified of the shareholder's intervention in relation to a corporate event and, in the context of a corporate event initiated by a third party; the deadline applies as the term to be notified throughout the chain of intermediaries related to the corporate event initiated by the issuer;
   5.16. last participation date – the last date on which shares conferring the right to participate in the corporate event may be purchased or transferred, excluding the right to participate in a general meeting of shareholders;
   5.17. last intermediary – any intermediary in the entire chain of intermediaries who provides the shareholder (beneficial owner of shares) with information regarding the records in the securities accounts in their name. Within the chain of intermediaries, the last intermediary is the one who interacts directly with the shareholder, ensuring that the shareholder has access to the necessary information to exercise their rights and manage the securities held.

Chapter II
STANDARDIZED FORMATS, INTEROPERABILITY, AND LANGUAGE USED IN THE TRANSMISSION OF INFORMATION BY ISSUERS AND INTERMEDIARIES

6. The information mentioned in Chapters III–VIII, with respect to issuers trading on a regulated market, is transmitted by intermediaries in accordance with the standardized formats established in Tables 1–8 of the Annex, ensuring the inclusion of minimum information therein and compliance with all requirements for data completion and transmission, according to this Chapter.

7. For information that must be provided by issuers to intermediaries and transmitted along the chain of intermediaries to shareholders, a format is used that allows for their processing in accordance with point 10.

8. The Central Securities Depository, with respect to issuers not trading on a regulated market, as well as registrars, for the purposes of this Regulation, may not apply the provisions of point 10 and, regarding the reference to this point, points 7 and 11, the requirements of Chapters III–VIII, including the completion of the tables in the Annex, to be applied to the extent necessary to meet all legal requirements related to ensuring the exercise of shareholder rights in the context of corporate events, and the method of transmitting data related to the corporate event shall be coordinated and integrated into the service provision contract with the issuer.

9. The issuer provides information in Romanian, as well as in a language commonly used in the field of international finance, unless this is not justified, taking into account the shareholding structure of the issuer.

10. The transmission of information between intermediaries is carried out through electronic, structured, and machine-readable formats that allow for the interoperability of computer systems and fully automated processing of data, and uses standards applied internationally in this sector, such as those developed by ISO or compatible methodologies, taking into account the specifics established in point 46.

11. The last intermediary, by any rapid communication channels (telephone, electronic means), provides shareholders (beneficial owners of shares) with access to all information, as well as all methods of shareholder intervention through generally available instruments and devices, which would allow the intermediary to process shareholder interventions in accordance with point 10, unless the shareholder has agreed otherwise.

Chapter III
REQUEST FOR DISCLOSURE OF INFORMATION REGARDING THE IDENTITY OF THE SHAREHOLDER AND THE RESPONSE OF INTERMEDIARIES

12. The minimum requirements regarding the format of the issuer's request for disclosure of information regarding the identity of the shareholder, in accordance with the provisions of Article 52(1)–(3) of Law No. 1134/1997 and Article 47(31)(a) of Law No. 171/2012, are established in Table No. 1 of the Annex.

13. The minimum requirements regarding the format of the response of intermediaries to the requests mentioned in point 12 are established in Table No. 2 of the Annex.

14. The minimum requirements mentioned in points 12 and 13 apply, to the extent necessary, to any updates and cancellations of these requests or responses.

Chapter IV
TYPES AND FORMAT OF INFORMATION TRANSMITTED FOR THE CONVENING OF THE GENERAL MEETING OF SHAREHOLDERS

15. The minimum requirements regarding the types and format of information to be transmitted, in accordance with the provisions of Article 53 of Law No. 1134/1997 and Article 471 of Law No. 171/2012, by the issuer and intermediaries for the convening of the general meeting, are established in Table No. 3 of the Annex. For issuers whose securities are not traded on a regulated market and which have intermediaries registered in the shareholders' register, the requirements provided in Table No. 9 of the Annex apply.

16. The requirements mentioned in point 15 apply, if necessary, to any updates and cancellations of convenings of general meetings of shareholders.

Chapter V
CONFIRMATION OF THE RIGHT TO EXERCISE SHAREHOLDER RIGHTS AT A GENERAL MEETING OF SHAREHOLDERS

17. For the purpose of facilitating the exercise of rights by the shareholder at the general meeting of shareholders, including the right to participate and vote by proxy, as provided in Article 21(6)–(9) and Article 22 of Law No. 1134/1997, the last intermediary confirms, upon request, to the shareholder or, as applicable, the representative/custodian designated by the shareholder, the authorized position appearing in its records. In the event that the chain of intermediaries consists of multiple intermediaries, the last intermediary ensures that the authorized positions in its records correspond to those in the records of the first intermediary.

18. It is not necessary for the last intermediary to transmit this confirmation to the shareholder if the authorized position is known to the issuer or the first intermediary or will be transmitted to them, as applicable.

19. The minimum information and data that the confirmation of the right to exercise shareholder rights at a general meeting of shareholders must contain, depending on the type of transmission, are established in Table No. 4 of the Annex.

20. The minimum information and data elements mentioned in point 19 apply, to the extent necessary, to any updates and cancellations of rights confirmations.

Chapter VI
NOTIFICATION OF SHAREHOLDER PARTICIPATION IN THE GENERAL MEETING OF SHAREHOLDERS

21. To facilitate the exercise of rights by the shareholder at the general meeting of shareholders, including the right to participate and vote by proxy/custodian, as applicable, pursuant to the provisions of Article 21(6)–(9) and Article 22 of Law No. 1134/1997, intermediaries transmit to the issuer, if the issuer, at the request of the shareholder or the representative/custodian, requests this, the notification regarding participation in the general meeting of shareholders. The notification is transmitted either to allow the shareholder to exercise their rights themselves or to allow them to designate a representative to exercise those rights under a mandate or contract and explicit instructions given by the shareholder to the representative/custodian, for the latter to act in the interest of the shareholder.

22. If the notification of participation in the general meeting of shareholders also indicates the number of votes belonging to the shareholder, the last intermediary must ensure that the information about the number of shares on the basis of which voting occurs corresponds to the authorized position. If the notification of participation is transmitted between intermediaries before the record date, the last intermediary, if necessary, updates the notification to ensure the correspondence of information.

23. The minimum information and data elements that the notification of shareholder participation in the general meeting of shareholders must contain are established in Table No. 5 of the Annex.

24. The minimum information and data elements mentioned in point 23 apply, to the extent necessary, to messages regarding any updates and cancellations of participation notifications.

Chapter VII
FORMAT OF CONFIRMATION REGARDING THE RECEIPT, REGISTRATION, AND COUNTING OF VOTES

25. The minimum information and data that a confirmation of receipt of votes expressed electronically, as provided in Article 62(31) of Law No. 1134/1997, must contain are established in Table No. 6 of the Annex.

26. The minimum information and data that a confirmation of registration and counting of votes, as provided in Article 62(61) of Law No. 1134/1997, transmitted by the issuer to the shareholder or, as applicable, their representative or custodian, must contain are established in Table No. 7 of the Annex.

Chapter VIII
TRANSMISSION OF INFORMATION SPECIFIC TO CORPORATE EVENTS OTHER THAN THE GENERAL MEETING OF SHAREHOLDERS

27. The information that the issuer must provide to the first intermediary or other intermediaries, as well as the notifications to be transmitted within the chain of intermediaries, include all essential information regarding the corporate event, other than a general meeting of shareholders, necessary for the intermediary to fulfill its obligations to the shareholder or for the shareholder to exercise their rights conferred by legislation, particularly in relation to events deriving from the provisions of Article 47 and Article 77 of Law No. 1134/1997, as well as Article 47(31) of Law No. 171/2012.

28. In the context of a corporate event, the following minimum requirements regarding the sequence of information transmission, establishment of dates, and related deadlines apply:
    28.1. the issuer notifies the first intermediary and, if necessary, other intermediaries about the corporate event sufficiently early to allow market participants to react and transmit information, as well as to allow for the proper processing of ongoing transactions and requests on the market before relevant deadlines or the start of a voting period, as applicable;
    28.2. the payment date is set as close as possible to the record date, the deadline set by the issuer, or the deadline set by the third party initiating a corporate event of the company, as applicable, so as to allow payments to shareholders to be made as quickly as possible;
    28.3. in the case of a corporate event providing options for shareholders:
    28.3.1. the period for expressing will offered to the shareholder must be sufficiently long for shareholders and intermediaries to have reasonable time to react;
    28.3.2. the last participation date and the buyer protection period must be set such that they precede, in this sequence, the deadline set by the issuer, so that buyer requests are processed appropriately before the end of the period offered to shareholders to react;
    28.4. in the case of a conditional corporate event, the issuer must notify the first intermediary of the information regarding the result of this event as soon as possible after the deadline set by the issuer and before making any payment related to the corporate event.

29. After the payment date related to the corporate event, the first intermediary or, if the chain includes multiple intermediaries, all intermediaries in turn, transmit information regarding actions taken or transactions concluded by the intermediary on behalf of the shareholder. The information to be transmitted by the intermediary includes at least the results based on the shareholder's intervention in the context of a corporate event providing voting options, authorized positions or consolidated positions, all income received, as well as the results of any requests on the market, to the extent relevant to the shareholder.

30. The minimum types of information and data elements to be provided and transmitted, to the extent relevant to the corporate event other than general meetings of shareholders, as resulting from the provisions of Article 47 and Article 77 of Law No. 1134/1997, as well as Article 47(31) of Law No. 171/2012, are established in Table No. 8 of the Annex.

31. The requirements mentioned in point 30 apply, to the extent necessary, to any cancellations or updates of these notifications.

Chapter IX
DEADLINES TO BE RESPECTED BY ISSUERS