Decision on the Request for Payment of Late Interest Submitted by SRL [...]

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 November 4, 2025 No. 53/4 Regarding the Request for Payment of Late Interest, Submitted by SRL [...]

On October 29, 2025, within the National Financial Market Commission (CNPF/supervisory authority), the Preliminary Request, submitted by SRL [...], was registered (No. 7879), by which it was requested, inter alia: "[...] 3. Payment of the legal late interest on the amount of 7,500,400 lei, calculated in accordance with Art. 942 of the Civil Code (rate 15% per year), from October 10, 2025 to the date of the effective resumption of the procedure; [...]".

In fact, on September 17, 2025, within the CNPF, the request of SA "CARIERA ȘAPTEBANI" (the Company) and the accompanying documents were registered (No. 6871), including those submitted additionally on September 29, 2025 (registered No. 7143), by which the registration in the Register of Issuers of Securities (REVM) of securities was requested, in accordance with the report on the results of the additional issuance of shares, in the amount of 7,500,400 lei.

In accordance with point 36 of the Instruction on the stages, deadlines, method and procedures for the registration of securities (Decision No. 13/10/2018, hereinafter – Instruction), the CNPF examines the documents related to the registration of changes concerning the increase of the share capital and issues a corresponding decision, with the respective entries made in the REVM, upon satisfaction of the submitted request, within 15 working days from the date of presentation of the last document provided for in point 30 of the Instruction.

In this case, the investigation of the factual circumstances revealed that the types of activity of the Company, according to the extracts from the State Register of Legal Entities No. 134453 of March 27, 2024, include "Extraction of ornamental stone and construction stone; extraction of limestone, gypsum, chalk and slate; extraction of gravel and sand; as well as extraction of clay and kaolin."

In accordance with Art. 4 of Law No. 174/2021 on the mechanism for the examination of investments of importance for state security (Law No. 174/2021), these activities fall within the scope of application of the mentioned provisions.

In this case, the subscriber to the shares in the additional issuance of SA "CARIERA ȘAPTEBANI" was SRL [...] (the actual beneficiary in both companies being Mr. [...]).

In this context, it should be noted that SA [...] and SA [...] are shareholders of SA "CARIERA ȘAPTEBANI", being at the same time companies in which Mr. [...] is the actual beneficiary.

According to the minutes of the meetings of the Council for Promoting Investment Projects of National Importance (Council) No. 13 of November 5, 2024 and No. 15 of December 19, 2024, the preliminary approval of investments for SRL [...] and SA [...] was proposed and decided.

Complementarily, it should be mentioned that the aforementioned minutes did not contain a clear reference, related to the company with respect to which the investment was admitted.

In this context, in order to adopt the correct decision and which would not contradict the exclusive competences of the Council, the supervisory authority, within the limits of its discretionary right, in accordance with Art. 7 para. (1) of Law No. 192/1998 on the National Financial Market Commission1, considered it necessary to request the support of the Council, in order to present the opinion related to the subscription by SRL [...], in the light of Law No. 174/2021.

To this end, by CNPF letter No. 03-5/4050 of October 10, 2025, the presentation by the Council of clarifications regarding the stated circumstances was requested.

In the absence of a clear response from the Council, the continuation of the procedure could have generated the risk of issuing an act non-compliant with the regime of investments of importance for state security and of consistent violation by the CNPF of the special regime of such investments.

Therefore, the temporary suspension is a measure of legal prudence, determined by the concurrence of competences in the respective case, and cannot be appreciated as an excess of power.

Subsidiarily, by the Order of the President of the CNPF No. 1069 of October 10, 2025 regarding the suspension of the administrative procedure initiated by the request "SA CARIERA ȘAPTEBANI" (Order No. 1069/10.10.2025), initiated on the basis of the request of SA "CARIERA ȘAPTEBANI" regarding the registration in the REVM of securities, in accordance with the report on the results of the additional issuance of shares, in the amount of 7,500,400 lei, on the basis of Art. 81 para. (1) of the Administrative Code, the administrative procedure was suspended.

Correlatively, it should be noted that Order No. 1069/10.10.2025 is an administrative operation, which does not confer property rights and does not create pecuniary obligations towards the petitioner, does not produce an actual property damage, but only temporarily suspends the course of the procedure.

In law, according to Art. 167 para. (4) of the Administrative Code, "(4) If the preliminary request also seeks the reparation of damage, then the request regarding the reparation of damage is examined by the public authority issuing the administrative procedure separately.".

Thus, regarding the request for payment of late interest, the provisions of Art. 2006 of the Civil Code are also retained, which imperatively establish that "(1) Damage caused by an illegal administrative act or the failure to resolve a request within the legal deadline by a public authority or by a person with a position of responsibility within it is fully repaired by the public authority. The person with a position of responsibility will respond jointly in the case of intent or gross negligence."

1 Art.7. (1) In the process of exercising its duties, the National Commission cooperates with public authorities in order to achieve its objectives and ensure the protection of the rights of investors and the general public.

Thus, in the light of the mentioned provisions, it is revealed that the possibility of both natural and legal persons to resort to the method of reparation of damages results from the very fact of their rights being violated.

Therefore, in order to engage liability for damage caused by an administrative act, the general conditions of tort liability are necessary, namely: damage, unlawful act, causal link and fault. The unlawful act, which has some particularities, can be an action or an omission. The unlawful act is an action when the damage is caused to the person by issuing an illegal administrative act, which was annulled by the court, or it is an omission when subjective rights are violated by the unjustified refusal to resolve a request.

As a result, compensation for allegedly illegal administrative acts can only be requested after the illegality of the act is established by the administrative court.

Moreover, Art. 60 para. (3) of the Administrative Code establishes a temporal criterion for the admissibility of the request regarding the payment of compensation, namely, "(3) In the case of filing the request regarding the granting of compensation for damage caused by the issuance of an individual or normative illegal administrative act, the general term begins to run from the date on which the court decision by which the illegal administrative act was annulled became final. If the public authority has annulled an illegal administrative act, the general term begins to run from the date on which the decision regarding the annulment of the illegal administrative act became incontestable.".

From the considerations recorded 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 Financial Market Commission, the Administrative Code and point 16 and point 19 of 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 for Payment of Late Interest, submitted by SRL [...] (registered at the CNPF with No. 7879 on October 29, 2025) is rejected.

2. This Decision may be contested with an administrative lawsuit, submitted to the Chisinau Court, Râșcani seat (MD-2068, Chisinau, Kiev 3 St.), 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 the legislation and is published on the official website of the CNPF (www.cnpf.md).

Dumitru BUDIANSCHI, PRESIDENT