Decision on the Request to Suspend the Enforcement of CNPF Decision No. 10/1 Regarding MOGO LOANS SRL

REPUBLIC OF MOLDOVA NATIONAL COMMISSION OF 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 March 31, 2026 No. 16/1 Regarding the request for suspension of enforcement of Decision No. 10/1 of the National Commission of the Financial Market dated 24.02.2026 regarding the enforcement summons issued by OCN "MOGO LOANS" SRL of the provisions from Decision No. 28/3 of the National Commission of the Financial Market dated 09.06.2025 concerning the results of the thematic control carried out within OCN "MOGO LOANS" SRL

On March 25, 2026, within the National Commission of the Financial Market (CNPF/supervisory authority), the Preliminary Application was registered (No. 2115), submitted by OCN "MOGO LOANS" SRL (participant/creditor), regarding the annulment of CNPF Decision No. 10/1 dated 24.02.2026, through which the following is requested: "1. Admission of this preliminary application; 2. Annulment of CNPF Decision No. 10/1 dated 24.02.2026; 3. Suspension of the enforcement of CNPF Decision No. 10/1 dated 24.02.2026 until the resolution of this preliminary application." (Preliminary Application).

In this case, in order to ensure a comprehensive, objective, and transparent investigation that offers the real possibility of analyzing the creditor's claim, it is communicated to them 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 June 9, 2025, the CNPF adopted Decision No. 28/3 regarding the results of the thematic control carried out within OCN "MOGO LOANS" SRL (Decision No. 28/3/2025/Decision).

Regarding the subject, according to point 3 of Decision No. 28/3/2025, the creditor was ordered to return, within 180 days, all payments provided for in the credit contracts, listed in annexes No. 3, No. 4, No. 5, and No. 6 of the Control Act (which include interest, commissions, fees, penalties, late interest, and any other type of payment), with the exception of the initial disbursed amount or, if applicable, notifying the debtors involved in the credit contracts in the aforementioned annexes about the fact that the creditor collected only the disbursed amount.

At the same time, in accordance with point 4 of Decision No. 28/3/2025, the creditor was ordered to provide complete pre-contractual information using the "Standard Information on Consumer Credit" form, presented in annex No. 1 of Law No. 202/2013 on consumer credit contracts, respecting the prescribed format (Law No. 202/2013).

Furthermore, according to point 5 of Decision No. 28/3/2025, the creditor was to inform the CNPF monthly about the measures taken to execute the provisions mentioned in points 3 and 4 of the Decision, attaching confirming documents.

Given that the execution reports were presented monthly by the participant, being accumulated and systematized by the supervisory authority, as well as the fact that the term established for the execution of Decision No. 28/3/2025 has expired, the CNPF informed the creditor about the initiation of the administrative procedure and requested the presentation of information regarding the execution of point 3 of the Decision, including indicating the actions taken by it.

As a result of examining the monthly reports, explanations, and information presented by OCN "MOGO LOANS" SRL, as well as other materials held by the CNPF, the non-execution of point 3 of Decision No. 28/3/2025 within the legal term established by the supervisory authority was attested.

Consequently, the CNPF adopted Decision No. 10/1 on February 24, 2026, regarding the enforcement summons issued by OCN "MOGO LOANS" SRL of the provisions from Decision No. 28/3 of the National Commission of the Financial Market dated 09.06.2025 concerning the results of the thematic control carried out within OCN "MOGO LOANS" SRL (Decision No. 10/1/2026/Contested Decision).

Under the Contested Decision, the participant was summoned to execute point 3 of Decision No. 28/3/2025 within 90 days from the date of its communication.

At the same time, OCN "MOGO LOANS" SRL was warned that, in case of non-execution of the obligation provided in point 1 of the Contested Decision, within the established term, the CNPF will apply a coercive fine in the amount of 5,000 conventional units, equivalent to 250,000 MDL.

Disagreeing with Decision No. 10/1/2026, the creditor submitted a Preliminary Application, requesting the annulment of the Contested Decision, as well as the suspension of its enforcement.

Regarding the request for suspension of enforcement of the Contested Decision, it should be noted that, in accordance with Art. 172 para. (1) and para. (3) of the Administrative Code, "(1) If an unfavorable individual administrative act is contested with a preliminary application, the public authority, ex officio or at the request of the affected person, may suspend its enforcement until the completion of the preliminary procedure. [...] (3) The suspension of enforcement of an unfavorable individual administrative act is decided by the public authority competent to resolve the preliminary application. The decision regarding the suspension of enforcement is taken within 5 working days from the moment of registration, unless the law provides otherwise."

Under the conditions where the object of the Preliminary Application constitutes the annulment and suspension of a decision adopted by the CNPF, whose activity is regulated by Law No. 192/1998 on the National Commission of the Financial Market (Law No. 192/1998/framework law), the provisions of the framework law become applicable, which contains special norms regarding the grounds and conditions for the suspension of enforcement of an individual administrative act.

Furthermore, this approach is also founded on the legal norms contained in Art. 2 para. (2) of the Administrative Code and Art. 5 para. (3) of Law No. 100/2017 on normative acts, which explicitly determine that "Certain aspects concerning administrative activity regarding specific areas of activity may be regulated by special legislative norms derogating from the provisions of this Code only if this regulation is absolutely necessary and does not contradict the principles of this Code." and "[...] Special legal norms are exclusively applicable to certain categories of social relations or strictly determined subjects. In case of divergence between a general norm and a special norm, contained in normative acts of the same level, the special norm is applied."

In this sense, it should be noted a priori that Art. 23 para. (12) of Law No. 192/1998, by way of exception, establishes that, "(12) By derogation from Art. 171 para. (4) of the Administrative Code No. 116/2018, the submission of a request for suspension of enforcement of an act of the National Commission does not automatically suspend the effects of the contested act until the resolution of the suspension request."

Subsequently, according to the imperative provisions of Art. 23 para. (3) of Law No. 192/1998, "(3) The suspension of enforcement of acts of the National Commission, other than those provided in para. (11), may be ordered by the National Commission, at the request of the recipient of the individual administrative act or of a third party whose rights are affected by the individual administrative act, submitted within the preliminary procedure, or by the court only at the request of the plaintiff, submitted simultaneously with the filing of the action, and only if the following conditions are cumulatively met: a) the reasons invoked by the plaintiff in support of the action are relevant and well-founded and there is a prima facie case against the legality of the contested act; b) the plaintiff presents arguments with a factual basis that the circumstances of the dispute require the urgent ordering of the suspension of enforcement of the contested administrative act to avoid serious and irreparable harm to the plaintiff's interests; c) the prejudice that could be caused to the plaintiff exceeds the public interest pursued by issuing the contested administrative act."

Thus, the suspension of enforcement of the contested administrative act constitutes an exceptional measure, of a temporary and preventive nature, expressly provided by law, which can be ordered only in situations where the conditions established in Art. 23 para. (3) of Law No. 192 of November 12, 1998 on the National Commission of the Financial Market are cumulatively met.

In this sense, the CNPF retains that, in ordering the suspension of enforcement of the administrative act, the existence of those cumulative grounds necessary to be met, invoked by law, must be established.

Having analyzed the materials of the administrative file in light of the legal framework mentioned above, as well as the arguments formulated by the participant in support of the Preliminary Application regarding the suspension of enforcement of the Contested Decision, it is found that, from the perspective of the supervisory authority, the cumulative conditions provided by Art. 23 para. (3) of Law No. 192/1998 are not met as follows:

1. With reference to the condition indicated in Art. 23 para. (3) lit. a) of Law No. 192/1998, according to which "a) the reasons invoked by the plaintiff in support of the action are relevant and well-founded and there is a prima facie case against the legality of the contested act", it should be noted that, even if the cited legal provision refers to actions before the court in contentious procedure, the respective norm will also be applied by the supervisory authority in resolving the suspension request in preliminary procedure.

Furthermore, OCN "MOGO LOANS" SRL, in the Preliminary Application, invokes the fact that the existence of a prima facie case of illegality of the Contested Decision results from internal contradictions of the CNPF, insufficient and incoherent reasoning, selective and incomplete factual investigation, ex post introduction of new criteria regarding the content of notifications and the standard of execution, as well as premature predetermination of the coercive sanction.

In this context, it is attested that the creditor's arguments regarding the suspension of enforcement of Decision No. 10/1/2026 have a declarative character, resulting from a unilateral interpretation of the legal provisions, without presenting evidence attesting to the causal link invoked. Consequently, the invocation of the contradictory character of the conclusions is unfounded, given that the text of the Contested Decision operates with philologically different terms that clearly reflect the same conclusion.

In this sense, it should be specified that Art. 23 para. (4) of Law No. 192/1998 expressly establishes that "(4) The burden of proof of meeting the conditions mentioned in para. (3) lies with the plaintiff. Until proof to the contrary, the existence of a public interest in the immediate and uninterrupted execution of CNPF acts is presumed."

Additionally, it should be specified that, in order to order the suspension of the administrative act, it is necessary to establish the existence of a strong doubt against the presumption of legality enjoyed by acts issued by public authorities, of a nature to overcome the principle according to which the act is enforceable ex officio, or such arguments are entirely lacking in the request for suspension of enforcement of the Contested Decision submitted by the participant.

Furthermore, the suspension of enforcement of the administrative act constitutes an exceptional measure and cannot be invoked or applied abusively, as it may affect, including the principle of stability and that of predictability of the administrative act.

Consequently, the arguments supporting the suspension of enforcement of the administrative act must be of an evident and incontestable nature, without implying a direct examination of the merits of the Preliminary Application.

In the sense of the notes above, it should be retained that the Preliminary Application evades the specific object of the Contested Decision, which should present elements of prima facie illegality of the summons decision, in order to execute the administrative act.

In this context, with reference to the participant's argument regarding the alleged lack of sufficient and coherent reasoning of the contested administrative act, it should be noted that the CNPF appreciates it as unfounded, as, from the summary content of the administrative act, without entering into the analysis of the merits of the preliminary procedure, it results explicitly that the supervisory authority indicated both the legal grounds, namely the legal provisions applicable to the factual situation, and the factual grounds that underpinned its adoption.

Furthermore, without prejudicing the merits of the preliminary procedure, with reference to the participant's allegation regarding the alleged "ex post introduction of new criteria regarding the content of notifications and the standard of execution", it should be recorded that the CNPF appreciates it as totally erroneous and lacking legal foundation, because, through the Contested Decision, the supervisory authority did not establish new criteria, but established that the notifications transmitted by the participant do not correspond to the object of the provision established in point 3 of Decision No. 28/3/2025, given that the respective provision reflects, directly, the provisions of Art. 15 para. (7), (9), and para. (9¹) of Law No. 202/2013 and establishes clear obligations on the creditor, namely:

a) limiting collections to the initial disbursed amount; or, if applicable, b) returning all payments collected that exceed this amount, including interest, commissions, fees, penalties, and any other costs associated with the contract.

Therefore, the arguments invoked by the participant do not constitute grounds for the suspension of enforcement of the contested individual administrative act, in the sense of Art. 23 para. (3) lit. a) of Law No. 192/1998.

2. With reference to the condition provided in Art. 23 para. (3) lit. b) of Law No. 192/1998, according to which "the plaintiff presents arguments with a factual basis that the circumstances of the dispute require the urgent ordering of the suspension of enforcement of the contested administrative act to avoid serious and irreparable harm to the plaintiff's interests", the CNPF emphasizes that this requirement concerns the existence of concrete, current, and verifiable circumstances that justify the urgency of the measure and demonstrate the real risk of causing serious, imminent, and irreparable prejudice.

On this aspect, the participant affirmed that Decision No. 10/1/2026 creates imminent and hard-to-repair patrimonial, contractual, and operational prejudice.

In this case, the CNPF mentions that, by imminent danger, situations and circumstances are presumed that are of a nature to produce, through the continued execution of the unfavorable individual administrative act, towards the recipient, irreparable prejudices, a circumstance that does not circumscribe the case at hand, as the Contested Decision does not establish new obligations on the creditor, but limits itself to summoning the execution of provisions already established by Decision No. 28/3/2025 and due.

Consequently, the arguments invoked by the participant essentially reiterate the arguments brought in support of the suspension of the unexecuted administrative act.

Rather, the Contested Decision is positioned as a favorable administrative act, granting the participant a term for compliance.

Furthermore, the Contested Decision does not apply any sanction, but only warns about the legal consequences of potential non-execution, namely the application of a coercive fine under legal conditions.

Under these conditions, Decision No. 10/1/2026 does not produce direct patrimonial effects and is not of a nature to generate, by itself, a serious, imminent, and irreparable prejudice, as imminent damage presupposes the existence within the scope of the targeted act of provisions that, by being fulfilled, would cause the creditor a heavy or impossible-to-remove prejudice.

Furthermore, the arguments invoked by the participant regarding the alleged forced character of the execution of the administrative act, the existence of reputational prejudice, the pending nature of the dispute, including reference to the conclusions of the Report prepared by "Crowe Audit FPA" SRL, are declarative and lacking legal foundation, as, according to the legal regime of administrative acts, they enjoy the presumption of legality and are enforceable ex officio until their eventual annulment, simple contestation having no suspensive effect.

At the same time, the invoked reputational prejudice is hypothetical and unproven, being supported by simple anticipated suspicions, without the participant having directly suffered its effects, thus, a priori, one cannot infer the existence of any violated right, let alone its imminence or irreparable prejudice, given that the execution of legal obligations cannot constitute, per se, an illicit infringement of image.

Complementarily, with reference to the conclusions of the "Crowe Audit FPA" SRL report, it should be retained that they contradict the participant's assertions regarding the existence of serious, irreparable prejudice or imminent systemic risk, as, point 2 "2. Indicators of indebtedness and solvency" of the respective report highlights that the financial impact of executing the obligations is manageable, especially if related to the execution term, effectively granted by the summons, which demonstrates that the company has the necessary capacity to fulfill its obligations without suffering irreparable negative effects.

3. With reference to the condition provided in Art. 23 para. (3) lit. c) of Law No. 192/1998, in accordance with which "the prejudice that could be caused to the plaintiff exceeds the public interest pursued by issuing the contested administrative act", it should be retained that, although OCN "MOGO LOANS" SRL requested the ordering of the suspension of enforcement of the Contested Decision, it did not present arguments from which it results that the alleged prejudice would be of such intensity as to prevail over the public interest protected by the administrative act issued by the CNPF, as simple dissatisfaction with the content of the administrative act or potential economic inconveniences inherent in its application cannot be assimilated to a serious and disproportionate prejudice in relation to the public interest purpose pursued by the supervisory authority.

For this condition to be applicable, the participant must demonstrate, through objective and quantifiable data, that the execution of the administrative act would generate certain and significant negative consequences that would exceed the importance of maintaining the legal order established by this act.

In this case, the public interest pursued by the Contested Decision consists in the protection of consumers and ensuring respect for the rule of law.

Conversely, although the company invokes good faith in the execution of Decision No. 28/3/2025, the latter was not executed.

In this order of ideas, the prejudice to a significant number of consumers of over one thousand persons naturally prevails over the private economic interest of the creditor, as the concept of good faith presupposes the exercise of one's rights without infringing upon the legitimate interests of others.

Under the exposed conditions, it should be concluded that the participant did not argue and did not demonstrate the cumulative fulfillment of the conditions provided by Art. 23 para. (3) of Law No. 192/1998.

Thus, the creditor limited itself to exercising the procedural right to request the suspension of enforcement of the administrative act, without presenting evidence and legal reasoning convincing enough to justify the necessity, urgency, and soundness of such an exceptional measure, and in the situation where it failed to justify the soundness of the request regarding the necessity of suspending the Contested Decision, according to Art. 23 para. (4) of Law No. 192/1998, "[...] Until proof to the contrary, the existence of a public interest in the immediate and uninterrupted execution of the acts of the National Commission is presumed."

Based on the facts and legal reasons stated, the request for suspension of enforcement of Decision No. 10/1/2026 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), Art. 22 para. (3) and Art. 23 para. (3) and para. (4) of Law No. 192/1998 on the National Commission of the Financial Market, the Administrative Code, and the Regulation on the organization and functioning of the National Commission of the Financial Market (CNPF Decision No. 57/11/2022),

The National Commission of the Financial Market DECIDES:

1. The request for suspension of enforcement of Decision No. 10/1 of the National Commission of the Financial Market dated 24.02.2026 regarding the enforcement summons issued by OCN "MOGO LOANS" SRL of the provisions from Decision No. 28/3 of the National Commission of the Financial Market dated 09.06.2025 concerning the results of the thematic control carried out within OCN "MOGO LOANS" SRL, formulated by OCN "MOGO LOANS" SRL through the Preliminary Application, registered at the CNPF with No. 2115 on 25.03.2026, is rejected.

2. This Decision may be contested with an administrative lawsuit, submitted to the Chisinau Court, Rascani seat (MD-2068, Chisinau, Kiev 3 St.), together with the individual administrative act, adopted at the conclusion of the preliminary procedure.

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