Decision on the Preliminary Request of Ms. [...] Regarding the Cancellation of CNPF Letter No. 05-5/3799 Dated 21.08.2026

REPUBLIC OF MOLDOVA
NATIONAL COMMISSION FOR THE FINANCIAL MARKET
77 Stefan cel Mare si Sfant Blvd., Chisinau, MD 2012, tel: (373 22) 859 401, www.cnpf.md, e-mail: office@cnpf.md DECISION 29 September 2026 No. 50/3 On the Preliminary Request of Ms. [...], submitted by her representative, Mr. Ion Bălanuță, regarding the cancellation of the letter of the National Commission for the Financial Market No. 05-5/3799 dated 21.08.2026

On 08.09.2026, within the framework of the National Commission for the Financial Market (CNPF), the Preliminary Request of Ms. [...] (participant/debtor), submitted by her representative, Mr. Ion Bălanuță, was registered (with No. 8026), whereby it is requested:
"1. The complete cancellation of the administrative act No. 05-5/3799 of 21.08.2026 - 'Re:
completion of the administrative procedure', issued by CNPF, as being unfounded and unmotivated.
2. The establishment of the abusive nature of the contractual clauses inserted in the Credit
Contract No. [...] of 26.12.2023, as follows:

• point 6.1. of the Particular Conditions, from which results the obligation to pay the floating interest
  at an amount of 13.4900% per annum;
• point 11. of the Particular Conditions, from which results the obligation to pay the penalty interest, which consists of the Interest Rate in force at the relevant
  moment plus 5 percentage points, calculated for each day of delay;
• point 6.6. of the Particular Conditions, from which results the effective annual interest rate
  (EAIR) at an amount of 14.34% per annum;

3. To draw up a finding act and to initiate court action in order to request the declaration of nullity of these clauses;" (Preliminary Request).

Regarding the case, in order to ensure a comprehensive, objective and transparent investigation, which would offer the real possibility to analyze the participant's claim, it is communicated to him/her that the examination of the factual and legal circumstances relevant to the case, in preliminary order, is carried out by distinguished executors within the CNPF.

In fact, on 09.06.2026, within the CNPF, the petition of Ms. [...], submitted by her representative, Mr. Ion Bălanuță, was registered (with No. 4648), having as object the verification of the legal relationship established with "OTP Bank" SA (Bank/creditor) based on the Credit Contract No. [...] dated 26.12.2023 (Contract), and the establishment of the abusive nature of the clauses provided for in point 6.1. of the Particular Conditions of the Contract, from which results the obligation to pay the floating interest at an amount of 13.4900 percent per annum, at point 11 of the Particular Conditions of the Contract, from which results the obligation to pay the penalty interest, which is composed of the interest rate in force at the relevant moment, plus 5 percentage points, calculated for each day of delay, as well as at point 6.6. of

The Particular Conditions of the Contract, from which results the effective annual interest rate (EAIR) at an amount of 14.34 percent.

Consequently, that administrative procedure was completed by issuing the CNPF letter No. 05-5/3799 dated 21.08.2026 (Contested Letter), communicated to the participant's representative, according to legislation.

In this context, CNPF retained the fact that the Bank excluded, unilaterally, on the basis of Art. 15 para. (9) of Law No. 202/2013 on consumer credit contracts (Law No. 202/2013), the clauses at point 9.1 lit. b), lit. g) and lit. h) and from point 12.5 of the General Conditions of the Contract, which, previously, had been declared abusive by CNPF decisions.

In disagreement with the CNPF findings, the participant's representative submitted a Preliminary Request, with the requests formulated above.

Analyzing the arguments exposed in the Preliminary Request, in light of the legal provisions applicable to the case, it will be assessed whether they are of such nature as to overturn the CNPF findings, exposed below.

In law, Art. 19 of the Administrative Code provides that "The Preliminary Request is the institution that offers a pre-litigation path for the resolution of administrative disputes.", while 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 Request may be directed towards:
a) the total or partial cancellation of an illegal or null individual administrative act; b) the issuance of an individual administrative act.".

In accordance with Art. 20 of the Administrative Code, "If through an administrative activity a legitimate right or a freedom established by law is violated, this right can be claimed through an administrative litigation action, [...]", and according to Art. 17, "A damaged right is any right or freedom established by law to which/which is affected by administrative activity.".

Under the conditions of Art. 166 of the Administrative Code, "The Preliminary Request can only be submitted if the person claims their rights violated by the issuance or rejection of the issuance of an individual administrative act.".

Simultaneously, Art. 167 para. (1) and para. (3) of the same law, "(1) If it considers the preliminary request as admissible and well-founded, the issuing public authority cancels the contested individual administrative act in whole or in part or issues the requested individual administrative act. [...] (3) The issuing public authority resolves the preliminary request 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 concerning the individual administrative act apply correspondingly, in the order of examining the preliminary request.

From the systematic interpretation of Art. 17, Art. 20, Art. 166 and Art. 207 of the Administrative Code, it results that the admissibility of a preliminary request is determined by the claiming of a damaged right through administrative activity.

Under these conditions, taking into account the content of what was formulated by the representative of the participant, as well as the need to ensure an effective, transparent and exhaustive examination of the petition, CNPF will proceed to verify the arguments invoked by the Preliminary Request in relation to the correctness of the assessments exposed in the Contested Letter.

1. With reference to the introductory title

The analysis of the Contract is performed by reference to the legal requirements applicable at the date of its conclusion, as well as to the norms incident during the execution of the legal relationship, insofar as they present relevance for the circumstances subject to examination.

In this case, based on the Credit Contract No. [...] dated 26.12.2023, a credit was granted, in the amount of 100,000.00 MDL, for a term of 60 months (26.12.2028), under the conditions of payment by the debtor of the floating interest rate, related to the credit, in the amount of 13.4900 percent per annum. The total payable value constitutes 138,071.88 MDL, and the EAIR is indicated at an amount of 14.34 percent.

According to point 3 of the Particular Conditions of the Contract, the credit was granted for unspecified personal needs, including for refinancing other loans.

Therefore, given the destination of the credit, it was granted for personal purposes, which are not related to entrepreneurial activity or to professional activity of the debtor. Under these conditions, the debtor has the quality of consumer, and the Bank has the quality of professional in the examined legal relationship.

Under these conditions, special provisions of Law No. 202/2013 are applicable to the legal relationship, as well as the norms of the Civil Code, regarding relationships between professionals and consumers, including those concerning contractual clauses, which have not been individually negotiated, and the abusive nature thereof.

2. Regarding the participant's request to establish the abusive nature of
   point 6.1 of the Particular Conditions of the Contract

According to Art. 1075 para. (2) of the Civil Code, the assessment of the abusive nature of clauses cannot refer to the object of the contract nor to the adequacy of the price or remuneration, or, the interest charged by the creditor constitutes a remuneration in exchange for services provided (in specialized literature the notion of "remunerative interest" may be encountered).

In this context, it is necessary to highlight the fact that the Court of Justice of the European Union (CJEU), in its numerous decisions, has ruled that those contractual clauses which fall under the notion of "main subject matter of the contract", within the meaning of Article 4 paragraph (2) of Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts, must be understood as those which establish the essential performances of this contract and which, as such, characterize it. Within a credit contract, the lender undertakes, primarily, to make available to the borrower a certain sum of money, the latter undertaking, in turn, primarily, to repay, generally with interest, this sum according to the maturity terms provided (Judgment of 10 June 2021, BNP Paribas Personal Finance, C-776/19-C-782/19, EU:C:2021:470, point 57 and cited jurisprudence).

However, it will be emphasized that, in light of Art. 1075 of the Civil Code, the exception from the evaluation of such clauses is conditioned by compliance with the transparency obligation, provided for in Art. 1071 of the Civil Code.

In this case, from the materials of the administrative file, it is attested that the size and character of the floating contractual interest is indicated in the standard information regarding consumer credit and Contract.

Therefore, it is established that "OTP Bank" SA respected the transparency obligation, provided by Art. 1071 of the Civil Code.

At the same time, it should be noted that, at the date of conclusion of the Contract, Art. 15 para. (7) of Law No. 202/2013 instituted certain limits for payments related to consumer credit contracts. Namely, according to the quoted norm, "(7) It is prohibited: a) applying the annual specific credit interest rate specified in the credit contract if this exceeds 50%, and all other related payments (commissions, fees, penalties, late interest and any other type of payment), except for interest, per one day of credit exceed 0.04% of the total value of the credit for the term of actual use of the credit by the consumer; b) establishing the total cost of the credit (which includes interest, commissions, fees, penalties, late interest and any other type of payment) greater than the disbursed value according to that contract (or the entry value of the good in the financial leasing contract), credit which is not intended for the purchase, construction or renovation (modernization) of a housing guaranteed with a real estate asset in order to secure the payment obligation of that respective credit.".

In this case, the interest rate, related to the credit, set at 13.4900 percent per annum, does not exceed the limit provided for in Art. 15 para. (7) of Law No. 202/2013.

At the same time, according to point 6.1 of the Particular Conditions of the Contract, the interest rate, related to the credit, is a floating rate.

In this situation, the provisions of Art. 13 of Law No. 202/2013 are incident, according to which, "In credit contracts with floating interest, the following rules shall apply: a) interest shall be composed of a reference index, established according to the methodology of the National Bank of Moldova, to which the creditor may add a certain fixed margin throughout the duration of the contract; b) the method of calculating interest must be explicitly indicated in the contract, specifying the periodicity and/or the conditions under which the modification of the floating interest rate occurs, both in the sense of increasing, as well as in the sense of reducing it; c) elements that enter into the formula for calculating floating interest and their values shall be displayed on the websites and at all offices of creditors.".

In this case, according to the same contractual clause (point 6.1), the interest rate, related to the credit, is formed from the reference index and the Bank's margin, in the amount of 8.1800 percent, the interest rate constituting, at the moment of granting the credit, 13.4900 percent per annum, respectively, the reference index being 5.3100 percent.

In turn, point 1 of the Particular Conditions of the Contract defines "reference index" as the reference rate, published by the National Bank of Moldova, calculated as the weighted average interest rate on new deposits attracted in the national currency with a term of 6 to 12 months.

The same point establishes the periodicity of calculation of the interest related to the credit.

Therefore, from the content of the contractual clauses result both the components of the floating interest rate, as well as the mechanism of determination and periodicity of modification thereof. Under these conditions, no violation of Art. 13 of Law No. 202/2013 is found regarding the manner of setting the floating interest.

3. Regarding the participant's request to establish the abusive nature of
   point 6.6. of the Particular Conditions of the Contract

A priori, it should be retained that that clause should be correlated with point 3.7., point
3.8. and with point 3.9. of the General Conditions of the Contract.

By its nature, the EAIR constitutes a synthetic indicator of the total cost of the credit and does not represent, by itself, a distinct payment, due by the debtor on the basis of the Contract.

Consequently, the analysis of the request of the participant's representative cannot have as object, autonomously, the figure of 14.34 percent, indicated as EAIR, but must concern the correctness and transparency of the information regarding the total cost of the credit and the contractual elements, which form the basis for determining it.

In this case, the relevant contractual costs (in the absence of commissions, being represented by the interest related to the credit), were indicated in the information contractual and pre-contractual, provided to the debtor, and, from the materials examined, no elements result demonstrating that this information would have been presented in an unclear manner or susceptible to mislead the consumer.

Therefore, under the conditions where no elements have been identified that would demonstrate the lack of transparency of information regarding the EAIR or illegality of the cost elements, which stood at the basis of its determination, no basis is identified for establishing the abusive nature of point 6.6 of the Particular Conditions of the Contract.

Distinct from the aforementioned findings regarding the abusive nature of point 6.6 of the Particular Conditions of the Contract, it follows to verify compliance by the creditor with the legal requirements, regarding the provision of pre-contractual information.

According to Art. 5 para. (2) lit. c) of Law No. 202/2013, the creditor is obliged to provide the consumer with pre-contractual information "through the intermediary of the form presented in Annex No. 1". The legislator did not institute however just a concrete and standardized method of providing pre-contractual information, but also requirements concerning their content.

Therefore, the legal obligation implies, cumulatively, both the provision of pre-contractual information through the standard form, provided by law, as well as ensuring the completeness of the information that should be included.

In this case, from the materials presented by the creditor, it is attested the execution of the obligation to present the pre-contractual information through the standard form "Standard Information regarding Consumer Credit", provided for in Annex No. 1 to Law No. No. 202/2013. At the same time, the verification of the content of the form reveals that, at point 3 "Credit Costs", in the column related to the heading "Effective Annual Interest Rate (EAIR)", the representative example was not included, which would mention all hypotheses used for the calculation of the interest.

Under these conditions, a violation of Art. 5 para. (3) lit. g) of Law No.
No. 202/2013 is established in the part concerning the non-presentation of the representative example for illustrating the EAIR, which would mention all hypotheses used for the calculation of that respective rate.

Regarding the established violation, it should be specified that this is susceptible to attract the contraventional liability of the creditor, under the conditions of the Code of Contraventions.

At the same time, the application of contraventional liability is conditioned by respect for the limitation period, provided by the Code of Contraventions, established at the moment of committing the offense, in this case it would be 12 months.

Given that, since the date of signing the Contract, more than 12 months have passed, it is attested that the limitation period, provided by law, has been exceeded, respectively, the contraventional sanction cannot be applied in this case.

4. Regarding the participant's request to establish the abusive nature of
   point 11. of the Particular Conditions of the Contract

In the assessment of the abusive nature of this clause, it follows to examine both the manner in which it is formulated and communicated to the consumer, in light of the transparency obligation, as well as the economic effect of the clause, by reference to the concrete circumstances of the contract and to the balance between the rights and obligations of the parties.

With regard to transparency, it is established that point 11 of the Particular Conditions of the Contract indicates, expressly, both the circumstance determining the application of the penalty interest – non-payment of contractual obligations at maturity –, as well as the formula for determining it, namely the interest rate in force at the relevant moment, increased by 5 percentage points, as well as the periodicity of calculating this – for each day of delay.

At the same time, information regarding the costs of the credit, including those related to interest and to payments related to, in case of delay, were reflected in contractual documentation and in pre-contractual information, presented to the consumer. In this context, from the materials examined it does not result that the manner determination of the penalty interest would have been presented in an unclear manner, ambiguous or of such nature as to prevent the consumer from understanding the consequences of non-payment of contractual obligations at maturity.

As for the proportional and reasonable character of the penalty interest, it should be retained that this is established by reference to the interest rate, related to the credit, to which a margin of 5 percentage points is added. Thus, at the moment of conclusion of the Contract, the interest rate related to the credit constituted 13.4900 percent per annum, while the additional component, provided for delay, constituted 5 percentage points.

Therefore, the additional margin of 5 percentage points does not appear, by itself, as being manifestly excessive or disproportionate in relation to the level of remunerative interest and the total cost of the credit, reflected by the EAIR. This represents a determinable increase and expressly provided for by contract, associated with a distinct conduct of the consumer – non-execution of payment obligations at maturity.

At the same time, from the materials examined, no circumstances result of such nature as to demonstrate that the application of the clause would lead, by itself, to a significant imbalance between the rights and obligations of the parties, contrary to the requirements of good faith. Moreover, for the assessment of the abusive nature it is not sufficient to establish the existence of an additional financial burden for the consumer, being necessary to identify a significant imbalance, contrary to good faith, in relation to the rights and obligations assumed by the parties.

Under these conditions, correlating the clear formulation of the clause, the determinable character of the penalty interest, the information of the consumer regarding this and the additional amount of 5 percentage points, appreciated in relation to the remunerative interest and EAIR, established by the Contract, no elements of fact or law are identified, which would allow the conclusion that point 11 of the Particular Conditions of the Contract creates a significant imbalance between the rights and obligations of the parties to the detriment of the consumer.

Therefore, no basis is found for qualifying the clause at point 11 of the Particular Conditions of the Contract as abusive.

In another aspect, it follows to verify whether the application of the penalty interest, in the concrete case examined, respects the limit established by Art. 15 para. (7) lit. a) of Law No. No. 202/2013 (in the version until the date of 25.10.2025) and by Art. 15 1 para. (1) lit. a) of the same law (in the version from the date of 25.10.2025), according to which the other payments related to the credit, with the exception of interest, cannot exceed, per one day of credit, 0.04 percent of the total value of the credit.

From the materials accumulated during the examination, it results that the debtor admitted delays in executing the payment obligations, related to the Contract, which fact determined the application by the creditor of the penalty interest, provided for in point 11 of the Particular Conditions of the Contract. The calculation thereof was performed by reference to the outstanding amount/due and to the number of days of delay.

In this context, the verification performed, within the limits of the materials presented and of the period subject to examination, of the sums calculated as penalty interest, by reference to the legal limit, provided for in Art. 15 para. (7) lit. a) of Law No. 202/2013 (in the version until the date of 25.10.2025) and by Art. 15 1 para. (1) lit. a) of the same law (in the version from the date of 25.10.2025), does not reveal exceeding the ceiling of 0.04 percent per day, respectively, no violation is demonstrated by the creditor of the legal limit, provided by the quoted norms regarding the application of the penalty interest.

Consequently, following the examination of the arguments invoked in the Preliminary Request, CNPF establishes that these do not contain elements of fact or law, which would justify the cancellation of CNPF letter No. 05-5/3799 dated 21.08.2026, this being completed with the considerations exposed in this Decision.

At the same time, it should be retained that, given the participant's right to be heard before the issuance of the decision, under the conditions of Art. 94 para. (2) of the Administrative Code, by CNPF letter No. 06-5/4272 dated 18.09.2026, the representative of the participant was informed about the exercise of the right to be heard, as well as about the fact that the hearing is to be made in writing, by presenting the opinion, as a hearing, until the date of 28.09.2026 inclusive.

Consequently, within the term established by CNPF, the representative of the participant did not present the requested opinion.

Thus, relating the factual circumstances of the case to the applicable legal norms, it is concluded that the Preliminary Request should be rejected.

From the considerations exposed above, on the basis of Art. 18 para. (3), Art. 20 para. (1), para. (6) and para. (7) and Art. 22 para. (3) of Law No. 192/1998 on the National Commission for the Financial Market, Art. 17, Art. 19, Art. 162 para. (1) and para. (3), Art. 166, Art. 167 para. (1) and para. (3), Art. 169 para. (2) and para. (3) of the Administrative Code and point 16 and point 19 of the Regulation on the organization and functioning of the National Commission for the Financial Market (CNPF Decision No. 57/11/2022), the National Commission for the Financial Market DECIDES:

1. The Preliminary Request of Ms. [...], submitted by her representative,
   Mr. Ion Bălanuță, regarding the cancellation of CNPF letter No. 05-5/3799 dated 21.08.2026 (registered at CNPF with No. 8026 on 08.09.2026) is rejected.

2. This Decision may be contested through an administrative lawsuit filed with the Chișinău Court, Râșcani branch (MD-2068, Chișinău, Kiev St. 3), within 30 days from the date of its notification.

3. 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