Decision on Conducting a Sale of the Business Tool Without Public Announcement

Pursuant to Article 47 paragraph 1 item 6 of the Law on the National Bank of the Republic of North Macedonia (Official Gazette of the Republic of North Macedonia No. 158/10, 123/12, 43/14, 153/15, 6/16 and 83/18 and Official Gazette of the Republic of North Macedonia No. 110/21, 74/24 and 16/25) and Article 27 paragraph 5 of the Bank Resolution Law (Official Gazette of the Republic of North Macedonia No. 209/23), the National Bank of the Republic of North Macedonia Council has adopted the following DECISION on conducting a sale of the business tool without public announcement (Official Gazette of the Republic of North Macedonia No. 71/25)
I. GENERAL PROVISIONS

1. This Decision shall prescribe the cases in which the National Bank of the Republic of
   North Macedonia (hereinafter: the National Bank) conducts a sale of the business without public announcement based on the assessment that such an announcement would make it impossible to achieve any of the objectives of the bank's resolution.
2. The terms used in this Decision shall have the meaning established by the Bank
   Resolution Law (hereinafter: the Law), the Banking Law and the by-laws adopted on the basis of these laws.
   II. CIRCUMSTANCES THAT REPRESENT A SERIOUS THREAT TO FINANCIAL
   STABILITY
3. When deciding on the sale of the business without a public announcement in
   accordance with Article 27 paragraph (4) item 1) of the Law, the National Bank shall assess the impact of the sale with a public announcement on other financial institutions and on the financial market, as well as on the financial market infrastructure and non-financial entities (hereinafter:
   market participants).
   The assessment from paragraph 1 of this item shall include an assessment of the probability of meeting the circumstances from item 4 of this Decision and the impact of those circumstances on other market participants, which could lead to disruption of financial stability.
4. The National Bank shall take into account in particular the following circumstances due
   to which the public announcement of the sale could cause uncertainty and loss of confidence in the market:
   − the risk of a financial crisis, taking into account the number, size or significance of banks that are exposed to the risk of meeting the conditions for early intervention or for opening bankruptcy proceedings set out in the Banking Law or the conditions for bank resolution set out in the Law or the need to use extraordinary public financial assistance or to use emergency liquidity assistance;

− the risk of discontinuance of critical functions or significant increase in prices for ensuring their performance caused by changes in market conditions, their availability, expectations of contracting parties and other market participants; − withdrawal of short-term funding sources; − decrease in the share prices of the market participants or the prices of the assets held by them, especially in terms of the impact on the capital position of the market participants; − reduction of short-term or medium-term financing of market participants; − disruption of the functioning of the interbank money market, determined through an increase in additional coverage or decrease in the availability of collateral that can be used in this market; − downgrading the credit rating of banks or other market participants.
III. ELEMENTS WHICH COULD IMPEDE THE EFFICIENCY OF SALES OF THE
BUSINESS
5. When deciding on the sale of the business without public announcement in accordance
with Article 27 paragraph (4) item 2) of the Law, the National Bank shall assess whether the application of the principles of Article 27 paragraph (2) of the Law could prevent the efficiency of the sale and the achievement of the resolution objective under Article 17 paragraph 1 item 2 of the Law. For these purposes, the National Bank shall consider at least the following elements:
5.1. In relation to the application of the principle of transparent and realistic presentation
of assets, rights, liabilities, shares or other equity instruments from Article 27 paragraph (2) item
1) of the Law, the National Bank shall assess whether the announcement of the sale to a wide
range of potential puchasers and the announcement of the condition and assessment or determination of the critical functions of the bank under resolution may cause additional uncertainty and loss of confidence in the market, i.e. a significant negative impact on the financial system stability. The preparations for the announcement of the sale of the business should not increase the risk of meeting the conditions for the resolution of the bank.
5.2. Regarding the application of the principle of ensuring an equal treatment of the
potential purchasers, without favoring or discriminating against anyone from Article 27 paragraph (2) item 2) of the Law, it is assessed whether certain potential purchasers can more easily carry out the purchase and sale due to their financial or market position or their legal structure or business model or whether they can positively affect the time required for the bank's resolution and the expectations for the further performance of critical functions, taking into account the provisions of sub-item 5.4of this item. Also, the National Bank shall take into account the needs and expectations of the contracting parties, depositors, as well as the wider market.
5.3. Regarding the application of the principle of avoiding situations of conflict of interests
under Article 27 paragraph (2) item 3) of the Law, it should be taken into account that in case of a limited number of service providers, outsourcing entities and potential purchasers on the market, the possibility of avoiding the existence of a conflict of interests in the sale of the business may be limited.
5.4. Regarding the application of the principle of urgency of the bank resolution
procedure from Article 27 paragraph (2) item 4) of the Law, one should bear in mind the need

for the continuation of the critical functions of the bank that is being resolved, ensuring confidence among depositors and the public, the functioning of the financial market infrastructure and the trading hours of the markets where the bank that is being resolved is present, i.e. where its critical functions are performed.
5.5. In relation to the application of the principle of securing the highest possible price
for shares or other equity instruments, assets, rights or liabilities that are sold from Article 27 paragraph (2) item 5) of the Law, the National Bank shall consider that the need for urgent implementation of the bank resolution procedure, taking into account the provisions of sub-item 5.4of this item, may be jeopardized in terms of long negotiations on the selling price and a long duration of the announcement of the sale.
IV. FINAL PROVISIONS
6. This Decision shall enter into force on the eighth day from the date of its publication
in the Official Gazette of the Republic of North Macedonia, and shall apply from 13 October 2025. D. No. 02-10864/11 Governor and Chairman 27 March 2025 of the Council of the National Bank Skopje of the Republic of North Macedonia Anita Angelovska Bezhoska