Decision No. 61/3 of 24 December 2025 Regarding the Preliminary Application Submitted by Shareholder [...] Against CNPF Decision No. 51/3 of 28 October 2025

REPUBLIC OF MOLDOVA FINANCIAL MARKET COMMISSION 1 DECISION 24 December 2025 No. 61/3 Regarding the Preliminary Application submitted by Mr. [...], against Decision No. 51/3 of the Financial Market Commission dated 28.10.2025 concerning the obligation of SA "ASPA" to provide information requested by shareholder [...]

On 01.12.2025, within the Financial Market Commission (CNPF/authority), the Preliminary Application, submitted by Mr. [...] (petitioner), shareholder of the Joint Stock Company "ASPA" (SA "ASPA"/Company), was registered (No. 8654), requesting:

"1. the application of coercive measures against the management of SA "ASPA" and shareholders acting in concert; 2. the enforcement of CNPF Decision No. 51/3 of 28 October 2025 and the submission of attachments to the minutes of the general meetings of shareholders and the meetings of the company's board; 3. the supplementation of CNPF Decision No. 51/3 with a point by which:

• SA "ASPA" shall be obliged to present documents related to significant transactions and transactions with conflict of interest, including contracts regarding transactions, the report provided for in Art. 85 para. (5), as well as the corresponding primary documents justifying the operations (see Art. 91 para. (1) lit. k));
• SA "ASPA" shall be obliged to present information regarding the remuneration policy and the annual remuneration report of persons with management functions of the entity, in accordance with Art. 91 para. (1) lit. o), given that, although I requested this information, the management of SA "ASPA" has categorically refused to present it so far." (Preliminary Application).

In this case, in order to ensure a comprehensive, objective, and transparent investigation that offers the real possibility of analyzing the petitioner's claim, it is communicated to him that the examination of the factual and legal circumstances relevant to the case, in preliminary order, will be carried out by distinguished officers within the CNPF.

In fact, on 12.08.2025, within the CNPF, the petition of Mr. [...], shareholder of SA "ASPA", was registered (No. 6038), by which the authority was requested "to intervene and oblige SA "ASPA" to present to the shareholder for the period of years 2019/2025:

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1. minutes of the general meetings of shareholders and minutes regarding the voting results, for the years 2019, 2020, 2021, 2022, 2023, 2024, 2025 with attachments to these minutes (mandatory all attachments from the minutes);
2. Minutes of the meetings of the company's board held during the years 2019, 2020, 2021, 2022, 2023, 2024, with attachments to these minutes (mandatory all attachments from the minutes);
3. documents related to significant transactions and transactions with conflict of interest, including contracts regarding transactions, the report provided for in Art. 85 para. (5), corresponding primary documents justifying the operation;
4. the remuneration policy and the annual remuneration report of persons with management functions of the entity;".

Subsequently, as a result of investigations conducted by the authority, based on materials presented by the parties, on 28.10.2025, Decision No. 51/3 was issued regarding the obligation of SA "ASPA" to provide the information requested by shareholder [...] (Decision No. 51/3/2025/Contested Decision).

Regarding the subject, in execution of Decision No. 51/3/2025, SA "ASPA" transmitted, on 07.11.2025, letter No. (registered at CNPF with No. 8100) and, simultaneously, submitted, in copy, to shareholder [...], the minutes of the general meetings of shareholders and the meetings of the Company's Board, for the period of years 2019 – 2025.

In law, Art. 19 of the Administrative Code provides that "The Preliminary Application is the institution that offers a pre-litigation path for the resolution of administrative disputes.", and Art. 162 para. (1) and para. (3) of the same law stipulate that "(1) The preliminary procedure aims to verify the legality of individual administrative acts. [...] (3) The Preliminary Application may be directed towards: a) the annulment in whole or in part of an illegal or null individual administrative act; [...]".

Furthermore, under the conditions of Art. 166 of the Administrative Code, "The Preliminary Application may be submitted only if the person claims rights violated by the issuance or refusal to issue an individual administrative act.", and in accordance with Art. 167 para. (1) and para. (3) of the same law, "(1) If the authority considers the preliminary application to be admissible and well-founded, it annuls in whole or in part the contested individual administrative act or issues the requested individual administrative act. [...] (3) The issuing public authority resolves the preliminary application within 15 calendar days. The provisions of Art. 60 para. (2) – (5) apply correspondingly.".

In the sense of Art. 169 para. (3) of the Administrative Code, the provisions regarding individual administrative acts apply, correspondingly, in the order of examination of the preliminary application.

From the content of the cited norms, it is clearly revealed that the preliminary procedure is a pre-litigation path, made available to the public authority, to verify the legality of its own individual administrative act.

Regarding the subject, through the submitted Preliminary Application, the petitioner also communicated that, although the Contested Decision ordered CNPF to oblige SA "ASPA" to present documents related to general meetings of shareholders and meetings of the Company's Board, he requests the supplementation of the administrative act with the obligation of the Company to present also documents related to significant transactions and transactions with conflict of interest (including contracts, the report provided for in Art. 85 para. (5) of Law No. 1134/1997 on Joint Stock Companies (Law No. 1134/1997), and justificatory primary documents), the remuneration policy, as well as the annual remuneration report for the last 5 years.

In this context, it should be noted that, in accordance with Art. 91 para. (1) lit. k) of Law No. 1134/1997, "(1) The Company is obliged to present to shareholders for initiation the following documents: [...] k) documents related to significant transactions and transactions with conflict of interest, including contracts regarding transactions, the report provided for in Art. 85 para. (5), corresponding primary documents justifying the operation;".

Furthermore, according to Art. 91 para. (3) of Law No. 1134/1997, "(3) At the request of any shareholder, the company shall present, against payment, within 5 working days, extracts and copies of the documents mentioned in para. (1) which refer to at most the last 5 financial years of the company's activity, including the current one.".

In this case, from the written responses communicated by SA "ASPA" to the shareholder (letter No. 11.16-71 dated 17.08.2024 – for years 2019 – 2023, respectively, letter No. 01.06-60a dated 10.06.2025 – for the period of years 2024 – 2025), it results that the Company informed that, during the indicated periods, no significant transactions and/or transactions with conflict of interest were carried out.

Under these circumstances, the examination of the Preliminary Application is carried out by reference to the information and documents presented within the administrative file, and, in the absence of objective data that would contradict the Company's position or demonstrate the existence of such transactions in the periods in question, no basis is identified for supplementing Decision No. 51/3/2025 with a distinct point, in the sense of obliging the presentation of documents related to significant transactions and/or transactions with conflict of interest.

Therefore, the petitioner's request to supplement Decision No. 51/3/2025 with a distinct point, regarding the obligation to present documents related to significant transactions and/or transactions with conflict of interest, cannot be upheld.

Regarding the petitioner's request to oblige SA "ASPA" to present information regarding the remuneration policy and the annual remuneration report of persons with management functions, it should be noted that, in accordance with Art. 91 para. (1) lit. o) of Law No. 1134/1997, "(1) The Company is obliged to present to shareholders for initiation the following documents: [...] o) the remuneration policy and the annual remuneration report of persons with management functions of the public interest entity;".

At the same time, the notion of "public interest entity" should be interpreted in the sense of Art. 3 of Law No. 287/2017 on Accounting and Financial Reporting, according to which a public interest entity is an entity "whose securities are admitted to trading on a regulated market; bank; insurer (reinsurer)/insurance company; collective investment scheme with legal personality; large entity that is a state enterprise or is a joint stock company in which the state's share exceeds 50% of the share capital;".

3 In this case, from the materials managed in the file, it is attested that SA "ASPA" does not meet the legal criteria related to the status of a public interest entity, in the sense of the applicable definition, and, under these conditions, the provisions of Art. 91 para. (1) lit. o) of Law No. 1134/1997, which establish the obligation to present the remuneration policy and the annual remuneration report for persons with management functions of the public interest entity, are not applicable in relation to the Company.

Therefore, the petitioner's request to supplement Decision No. 51/3/2025 with a distinct point, to this effect, should be rejected as unfounded.

In cases where the requests to supplement Decision No. 51/3/2025 cannot be satisfied under the legal conditions stated above, it should be noted that general requests formulated in the Preliminary Application also lose their basis, given that the information in question does not exist, and the authority cannot intervene with coercive measures in relation to the Company's management or shareholders acting in concert.

Consequently, by CNPF letter No. 06-5/4826 dated 12.12.2025, in accordance with Art. 94 of the Administrative Code, Mr. [...] was informed about the right to be heard in writing, and was requested via this channel to present, by 22.12.2025 (inclusive), a written position regarding the aspects he considers relevant and which the authority should take into account when examining this Preliminary Application.

Regarding the subject, from the petitioner's side, within the term granted by the authority, no response was received.

Furthermore, by the Order of the President of CNPF No. 1223 dated 11.12.2025 regarding the suspension of the preliminary procedure, initiated by the Preliminary Application submitted by Mr. [...], against CNPF Decision No. 51/3 of 28.10.2025 concerning the obligation of SA "ASPA" to provide information requested by shareholder [...], the term of the preliminary procedure was suspended until 22.12.2025 inclusive.

Thus, relating to the acts and information in the administrative file and to the limits of the preliminary procedure, it should be concluded that no grounds are found to intervene regarding Decision No. 51/3/2025, which is why the Preliminary Application should be rejected.

Based on the considerations recorded above, on the basis of Art. 18 para. (3), Art. 20 para. (1), para. (6) and para. (7), Art. 22 para. (3) and Art. 25 para. (2) of Law No. 192/1998 on the Financial Market Commission, Law No. 1134/1997 on Joint Stock Companies, Art. 17, Art. 19, Art. 162 para. (1) and para. (3) lit. a), Art. 166, Art. 167 para. (3) and Art. 169 of the Administrative Code and points 16 and 19 of the Regulation on the organization and functioning of the Financial Market Commission (CNPF Decision No. 57/11/2022),

The Financial Market Commission DECIDES:

1. The Preliminary Application, submitted by Mr. [...], against Decision No. 51/3 of the Financial Market Commission dated 28.10.2025 concerning the obligation of SA "ASPA" to provide information requested by shareholder [...] (registered at CNPF with No. 8654 on 01.12.2025) is rejected.

4 2. This Decision may be contested with an administrative litigation action, submitted to the Chișinău Court, Râșcani seat (MD-2068, Chișinău city, Kiev 3 street), within 30 days from the date of its communication. 3. This Decision enters into force on the date of adoption, is communicated to the recipient in accordance with legislation, and is published on the official website of CNPF (www.cnpf.md).

Adrian GHEORGHIȚĂ, VICE-PRESIDENT