Decision on verifying compliance with norms related to the procedure for SA Renserv-Plus acquiring its own shares

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 1 September 2026 No. 44/4 On verifying compliance with norms related to the procedure for SA “Renserv-Plus” acquiring its own shares

On 04.02.2026, within the framework of the National Financial Market Commission (CNPF/Authority), Report No. 254 regarding transactions recorded outside the regulated market and MTF dated 04.02.2026 (Report F7), submitted by “Registrator Centru” SA Registry Company (Registrar), was registered.

According to Report F7, in the information system for recording ownership rights over shares, maintained by the Registrar, two transactions were recorded for the acquisition by the issuer of its own shares, under the conditions of Article 77 of Law No. 1134/1997 on joint-stock companies (Law No. 1134/1997) with securities issued by SA “Renserv-Plus” (Company/issuer).

In the context of monitoring, ex officio, related to the aforementioned report, it was established that, in the Information Bulletin “Capital Market” No. 29 (1106) dated 23.07.2025, SA “Renserv-Plus” published an announcement regarding the conclusion of a transaction with a conflict of interest, according to which, during the meeting of the Company’s Council on 22.07.2025, by unanimous vote, the extension until 31.12.2025 of the repayment term for the loan granted to SRL “Techno Clean Up” by SA “Renserv-Plus” on 24.07.2024 was accepted.

As a result of the transaction with a conflict of interest, under Article 77 para. (8) lit. c) of Law No. 1134/1997, the Company was obliged to acquire the shares placed, in the event that such a right was exercised through a written request from minority shareholders, for the purpose of protecting their rights and interests.

In this regard, through the announcement published in the Information Bulletin “Capital Market” No. 31 (1108) dated 06.08.2025, the Company informed shareholders that “The deadline for shareholders to submit requests for the acquisition of shares is at most 3 months from 23.07.2025, the date on which the transaction with a conflict of interest was effectively carried out […]”.

Accordingly, within the 3-month period from 23.07.2025, shareholders meeting the conditions provided by Article 77 of Law No. 1134/1997 had the right to request the Company to acquire the shares held, at the price of the net asset value, according to the latest financial statements.

Furthermore, according to Article 77 para. (10 1) of Law No. 1134/1997, the term for paying for the acquired shares cannot exceed one month from the date of submission of the request.

Therefore, the legal framework establishes, cumulatively, both the conditions under which the shareholder’s right to request the acquisition of shares arises, and the term within which it may be exercised, as well as the term within which the issuer is obliged to pay for the acquired shares.

Given that the transactions for the acquisition by the issuer of its own shares were registered by the Registrar on 04.02.2026, and taking into account the legal term for payment, provided for in Article 77 para. (10 1) of Law No. 1134/1997, the CNPF, through letter No. 03-5/3205 dated 29.07.2026, communicated to the Company about the initiation of administrative proceedings, under Article 69 and Article 70 of the Administrative Code, and requested the presentation of explanations regarding the registration of the aforementioned transactions, in light of compliance with the provisions of Law No. 1134/1997, including regarding whether the respective transactions are associated with the aforementioned conflict-of-interest transaction.

Concurrently, through letter No. 03-5/3204 dated 29.07.2026, the CNPF informed the Registrar about the initiation of administrative proceedings and requested the presentation of a copy of all documents related to the registered transactions.

Subsidiarily, on 29.07.2026, the Registrar, through a letter registered at the CNPF with No. 6500, presented the requested documents.

As a result of examining the documents submitted by the Registrar, it was established that, within the framework of the mentioned transactions, [...] and [...] participated, as persons who requested the Company to acquire the shares held.

In this case, it should be noted that among the documents submitted by the Registrar, requests for the acquisition of shares were identified, submitted by [...] and [...], both dated 07.10.2025.

Through the submitted request, [...] requested both the acquisition of 7,897 shares (although, on the date of taking the decision to carry out the transaction with a conflict of interest, namely 23.07.2025, [...] held 766 shares issued by the Company), and the transfer of monetary funds related to the acquisition of shares within a shortened term.

Subsequently, on 03.08.2026, SA “Renserv-Plus”, through a letter registered at the CNPF with No. 6666, presented the explanations requested by the Authority, according to which shareholders [...] and [...] would have personally requested that the registration of the transactions at the Registrar be carried out at a later date, and the Company maintains that it informed them about the expiration of the one-month legal term for paying for the shares, without any objections between the parties in this regard.

In light of the above, a discrepancy is identified between the content of the request submitted by [...] and the explanations subsequently presented by the Company. Thus, in the request dated 07.10.2025, [...] requested the transfer of monetary funds within a shortened term, while, according to the Company’s explanations, it would have requested the registration of the transaction at the Registrar at a later date, which would have resulted in exceeding the legal term for payment.

As a result of analyzing the Operational Extract regarding transactions carried out by [...] with shares of SA “Renserv-Plus” for the period 10.06.2004 – 04.02.2026, it is revealed that on 20.08.2025, [...] sold the package of 766 shares held within the Company.

Subsequently, on 06.10.2025, [...] purchased 7,897 shares issued by SA “Renserv-Plus”, which shows that, during the period between the date of the conflict-of-interest transaction (23.07.2025) and the date of submitting the acquisition request (07.10.2025), [...] carried out successive operations on its shareholding.

According to Article 77 para. (11) of Law No. 1134/1997, “the right to request the acquisition of shares belonging to them belongs to shareholders who, on the date of taking one of the decisions provided for in para. (8), are included in the shareholders’ register and is conditioned by the occurrence of one of the events specified in para. (8).”.

Under the cited norm, the right to acquisition is conditioned by the existence of both the status of shareholder, on the date of taking the decision determining the birth of this right, and the holding of shares on that date.

Thus, through letter No. 03-5/3342 dated 06.08.2026, the CNPF requested the Company to present, within 2 days from the date of receipt of the letter, explanations and the legal basis that underpinned the acceptance of the request by [...] regarding the acquisition of 7,897 shares, under the conditions that, on the date of taking the decision provided for in Article 77 para. (8) lit. c), namely the decision regarding the carrying out of the conflict-of-interest transaction, this person was listed in the Shareholders’ Register with 766 shares.

Given the failure to present the requested explanations within the deadline, through CNPF letter No. 03/5-3455 dated 11.08.2026, the Authority repeatedly requested the presentation of these, within 1 day from the date of receipt of the letter.

On 11.08.2026, SA “Renserv-Plus”, through a letter registered at the CNPF with No. 6974, presented the requested explanations, according to which, together with the request for the acquisition of shares dated 07.10.2026, [...] would have also attached an extract from the Shareholders’ Register of SA “Renserv-Plus”, indicating the holding of 7,897 shares.

In this case, the Company maintains that, following the verification of the Shareholders’ List reported against the provisions of Article 77 para. (11) of Law No. 1134/1997, it was established that [...] had the status of shareholder on the date of carrying out the transaction with a conflict of interest, and consequently considered itself obliged to acquire the 7,897 shares indicated in the request.

On this subject, given the need to respect the rights of participants in the administrative procedure, by Order of the CNPF President No. 644 dated 17.08.2026 regarding the ex officio involvement of [...] in the administrative procedure and suspension of the administrative procedure”, [...] was involved in the administrative procedure, about which notification was sent via CNPF letter No. 03-5/3603 dated 17.08.2026.

Furthermore, according to the aforementioned Order, the general term of the administrative procedure was suspended from 18.08.2026 until 24.08.2026 inclusive.

Consistently, according to Article 94 para. (2) of the Administrative Code, through CNPF letters No. 03-5/3603 and No. 03-5/3604 dated 17.08.2026, [...] and SA “Renserv-Plus” were informed about the exercise of the right to be heard in writing, with the request to present, until 24.08.2026 inclusive, an opinion for the purpose of hearing, which should contain any arguments relevant to the decision to be adopted.

As a result, on 24.08.2026, explanations from [...] were registered at the CNPF (with No. 7403), according to which this person does not refute the factual circumstances and conclusions resulting from the documents examined by the CNPF, but essentially maintains that, as a shareholder, they had the right to agree with SA “Renserv-Plus” on the timing, method, and conditions for the acquisition of their shares, considering that the Company acted in accordance with legal provisions.

Furthermore, [...] expresses disagreement with the initiation and conduct of the administrative procedure by the CNPF, invoking the unjustified nature of the Authority’s intervention and formulating a series of statements regarding the circumstances and purpose of the conducted verifications.

In this context, it should be noted that SA “Renserv-Plus” did not present, within the deadline indicated for carrying out the written hearing, additional information, documents, or arguments.

Synthesizing the information provided by the participants in the administrative procedure, within the limits of the subject matter of the administrative procedure, the CNPF concludes that the explanations presented by the Company are not of a nature to justify the acceptance of the request by [...].

Therefore, the mere existence of the status of shareholder of SA “Renserv-Plus” on the date of submitting the request (07.10.2025) is not sufficient, by itself, to exercise the right provided for in Article 77 of Law No. 1134/1997 regarding shares acquired after the date on which the event determining the birth of this right occurred.

Moreover, according to Article 77 para. (11) of Law No. 1134/1997, the right to request the acquisition of shares belongs to shareholders who, on the date of taking the decision provided for in para. (8) of the same article, are included in the Shareholders’ Register, and the exercise of this right is conditioned by the occurrence of one of the events provided for in para. (8).

Therefore, the existence and extent of the right must be assessed in relation to the relevant legal situation at the moment provided by law for its birth, namely, in relation to the decision and event provided for in Article 77 para. (8) of Law No. 1134/1997, but not exclusively in relation to the status of shareholder, existing on the date of submitting the request.

In this case, from the chronology of holdings, it results that [...] held 766 shares on 23.07.2025, and subsequently, on 20.08.2025, disposed of this package. After the occurrence of the event provided for in Article 77 para. (8) lit. c) of Law No. 1134/1997 and, respectively, after the disposal of the package held at that time, [...] purchased, on 06.10.2025, the 7,897 shares for which they subsequently requested acquisition by the Company; however, shares acquired after the occurrence of such an event were not in the petitioner’s patrimony at the moment when the legal situation justifying the protection mechanism was outlined, such that extending the right to acquisition to such shares would exceed the purpose of the legal mechanism instituted.

The status of shareholder existing on the date of submitting the request cannot, by itself, extend in time the effects of a right that originates from a specific event, produced previously. Otherwise, the extent of the Company’s obligation would depend not on the legal situation existing at the moment of the birth of the right, but on subsequent operations carried out by any person who subsequently acquires the status of shareholder.

Under these conditions, the 7,897 shares were not part of [...]’s holding at the moment when the event determining the birth of the right provided for in Article 77 para. (8) of Law No. 1134/1997 occurred, being acquired subsequently. Therefore, the mere holding of these shares on the date of submitting the request cannot constitute, by itself, grounds for exercising the right to mandatory acquisition regarding them.

Therefore, the acceptance of the request by the Company did not represent a purely formal operation, but required verification of the fulfillment of legal conditions for exercising the right to mandatory acquisition, including the status of the applicant and the extent of the claimed right. Under the conditions where there was a substantial difference between the number of shares held at the relevant moment and the number of shares indicated later in the request, the Company was supposed to verify the circumstances of their acquisition and the legal basis under which the respective shares could be subject to mandatory acquisition.

The right provided for in Article 77 of Law No. 1134/1997 does not represent a general right of any shareholder to request, at their discretion, the acquisition by the Company of shares held, but a legal protection mechanism, conditioned by the occurrence of one of the events expressly provided for in para. (8) and the fulfillment of conditions established by law. Therefore, the exercise of this right cannot be detached from the event that determined its birth nor extended to shares acquired subsequently.

Furthermore, the significant amount of the difference between the price at which the shares were acquired and the price at which they were to be acquired by the Company is relevant. Thus, the 7,897 shares were purchased at a price of 10 lei per share, while the price determined under Article 77 para. (6) of Law No. 1134/1997 was 75.85 lei per share, which represents a difference of 65.85 lei for each share and, in total, approximately 519,600 lei for the entire package. The determination of the price, according to Article 77 para. (6) of Law No. 1134/1997, operates only within and under the conditions of the existence of the right to mandatory acquisition, provided by Article 77 of the same law. Therefore, the application of the legal formula for determining the price cannot constitute, by itself, grounds for the existence of the right to acquisition nor extend this right to shares that do not meet the conditions provided by law.

From the considerations stated above, under Article 1, Article 3, Article 4 para. (1), Article 8 lit. b), Article 9 para. (1) lit. d), lit. h) and lit. l), Article 18 para. (3), Article 20 para. (1), para. (6) and para. (7), Article 22 para. (3) and Article 25 para. (2) of Law No. 192/1998 on the National Financial Market Commission, Article 77 of Law No. 1134/1997 on joint-stock companies, the Administrative Code, points 16 and 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 circulation of 7,897 securities issued by SA “Renserv-Plus”, registered in securities account No. 153441, opened in the Shareholders’ Register, maintained by “Registrator Centru” SA Registry Company, is suspended, until the substantive resolution by the court of the dispute regarding the legality of the transaction for the acquisition of these shares by SA “Renserv-Plus”.

2. “Registrator Centru” SA Registry Company is notified regarding the restriction applied in point 1.

3. A lawsuit is filed in court regarding the invalidity of the transaction for the acquisition by SA “Renserv-Plus” of 7,897 own shares, carried out under Article 77 of Law No. 1134/1997 on joint-stock companies and registered by “Registrator Centru” SA Registry Company on 04.02.2026.

4. Control over the execution of this Decision is placed with the Legal Department and the Capital Market Department.

5. This Decision may be contested by submitting a preliminary request to the CNPF (MD-2012, Chisinau, 77 Stefan cel Mare si Sfant Blvd), within 30 days from the date of communication.

6. This Decision enters into force on the date of adoption, is communicated to recipients according to legislation, and is published on the official website of the CNPF (www.cnpf.md).

Adrian GHEORGHIȚĂ,
VICE PRESIDENT