Legea nr. 1134-XIII din 02.04.1997 privind societăţile pe acţiuni (Law No. 1134/1997 on Joint Stock Companies)

English translation of the Romanian text from cnpf.md (the Romanian text is the official one). Retrieved 2026-10-26.

L A W on joint-stock companies* No. 1134-XIII of 02.04.1997 Republished: Official Monitor of the Republic of Moldova No.1-4/1 of 01.01.2008 Republished: Official Monitor of the Republic of Moldova, special edition of 03.10.2006 Official Monitor of the Republic of Moldova No.38-39/332 of 12.06.1997

• • • C O N T E N T S TITLE I JOINT-STOCK COMPANY. SECURITIES OF THE COMPANY. SHAREHOLDERS Chapter I JOINT-STOCK COMPANY

Article 1. Scope of the law

Article 2. General concepts

Article 3. Legal status of the company

Article 4. Assets and liability of the company

Article 41 . Responsibilities of the company with fully or majority state capital

Article 5. Name of the company

Article 6. Registered office of the company

Article 7. Management bodies of the company

Article 8. Subsidiaries and representative offices of the company

Article 9. Repealed

Article 10. The enterprise with majority (dominant) participation and the enterprise in majority (dependent) possession

Chapter 2 SECURITIES OF THE COMPANY

Article 11. General provisions

Article 12. Shares

Article 13. Shares in circulation and treasury shares

Article 14. Ordinary and preference shares

Article 15. Classes of shares

Article 16. Bonds

Article 17. Register of holders of securities of the company

Article 18. Making entries in the register of holders of securities of the company

Article 19. Extract from the shareholders' register

Article 20. Issuance of the extract from the register of holders of securities of the company

Article 21. Share certificate

Article 22. Bond certificate

Article 23. Issuance of the securities certificate Chapter 3 RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

Article 24. Shareholders

Article 25. Rights of shareholders

Article 26. Additional rights of shareholders

Article 261 . Buyback of shares obtained against patrimonial vouchers

Article 27. Pre-emption right of shareholders

Article 28. Protection of the rights and legitimate interests of shareholders

Article 29. Obligations of shareholders TITLE II INCORPORATION AND REGISTRATION OF THE COMPANY Chapter 4 INCORPORATION OF THE COMPANY

Article 30. General provisions

Article 31. Founders of the company

Article 32. Incorporation documents

Article 33. Company contract

Article 34. Placement of shares upon incorporation of the company

Article 35. Articles of association of the company

Article 36. Constituent assembly Chapter 5 REGISTRATION

Article 37. Registration of the company and its assets

Article 38. Registration of shares placed upon incorporation of the company. Making the first entries in the shareholders' register TITLE III CAPITAL, PROFIT, DIVIDENDS Chapter 6 CAPITAL OF THE COMPANY

Article 39. Net assets

Article 40. Share capital

Article 41. Contributions to share capital

Article 42. Procedure for amending share capital

Article 43. Increase of share capital

Article 44. Placement of shares of the additional issue

Article 45. Reduction of share capital

Article 46. Reserve capital Chapter 7 PROFIT OF THE COMPANY AND DIVIDENDS

Article 47. Profit (losses) of the company

Article 48. Dividends

Article 49. Payment of dividends TITLE IV MANAGEMENT BODIES OF THE COMPANY Chapter 8 GENERAL MEETING OF SHAREHOLDERS

Article 50. General meeting of shareholders and its powers

Article 51. Forms and deadlines for holding the general meeting of shareholders

Article 52. Drawing up the agenda of the annual ordinary general meeting of shareholders

Article 53. Convening the general meeting of shareholders

Article 54. List of shareholders entitled to participate in the general meeting of shareholders

Article 55. Information on the holding of the general meeting of shareholders

Article 56. Materials for the agenda of the general meeting of shareholders

Article 57. Registration of participants in the general meeting of shareholders

Article 58. Quorum and repeated convening of the general meeting of shareholders

Article 59. Manner of conducting the general meeting of shareholders

Article 60. Vote counting commission

Article 61. Exercise of the right to vote

Article 62. Voting ballot

Article 63. Minutes on the voting result

Article 64. Minutes of the general meeting of shareholders Chapter 9 THE COMPANY'S COUNCIL

Article 65. The company's council and its duties

Article 66. Election of the company's council and termination of its powers

Article 67. President of the company's council

Article 68. Meetings of the company's council Chapter 10 THE EXECUTIVE BODY AND THE CENSORS' COMMISSION OF THE COMPANY

Article 69. The executive body of the company

Article 70. Activity of the executive body of the company

Article 71. The censors' commission of the company

Article 72. Activity of the censors' commission of the company Chapter 11 PERSONS WITH RESPONSIBILITY FUNCTIONS OF THE COMPANY AND THEIR LIABILITY

Article 73. Persons with responsibility functions of the company

Article 74. Liability of persons with responsibility functions of the company TITLE V TRANSACTIONS OF THE COMPANY Chapter 12 MARKET VALUE OF GOODS

Article 75. Notion of market value of goods

Article 76. Determination of the market value of goods Chapter 13 TRANSACTIONS OF THE COMPANY WITH PLACED SECURITIES

Article 77. General provisions

Article 78. Acquisition by the company of placed shares

Article 79. Redemption by the company of placed shares

Article 80. Conversion of the company's placed securities

Article 81. Consolidation and splitting of the company's shares Chapter 14 LARGE-SCALE TRANSACTIONS

Article 82. Notion of large-scale transaction

Article 83. Decision on the conclusion by the company of a large-scale transaction

Article 84. Acquisition of a number of shares granting control over the company Chapter 15 CONFLICT OF INTERESTS

Article 85. Notion of transaction with conflict of interests

Article 86. Decision on the conclusion by the company of the transaction with conflict of interests TITLE VI RECORDS, FINANCIAL AND SPECIFIC REPORTS, CONTROL AND DISCLOSURE OF INFORMATION Chapter 16 RECORDS, FINANCIAL AND SPECIFIC REPORTS

Article 87. Accounting records, financial and specific reports

Article 88. Data on affiliated persons Chapter 17 EXTERNAL CONTROL

Article 89. Audit

Article 90. State control over the company's activity Chapter 18 DISCLOSURE OF INFORMATION

Article 91. Publication of information on the company's activity

Article 92. Access of bondholders and shareholders to the company's documentation TITLE VII TERMINATION OF THE COMPANY'S ACTIVITY. FINAL AND TRANSITIONAL PROVISIONS Chapter 19 REORGANIZATION OF THE COMPANY

Article 93. General provisions

Article 94. Merger of companies

Article 95. Division of the company

Article 96. Transformation of the company Chapter 20 DISSOLUTION OF THE COMPANY

Article 97. General provisions

Article 98. Distribution of goods among shareholders upon liquidation of the company

Article 981 . Forced dissolution of the company Chapter 21 FINAL AND TRANSITIONAL PROVISIONS

Article 99. Particularities of the application of this law to agricultural companies

Article 100. Particularities of the application of this law to companies established in the privatization process and banks

Article 101. Entry into force of this law Note: In the text of the law, the phrase "Camera Înregistrării de Stat", in any grammatical form, is replaced with the phrase "organul înregistrării de stat" in the corresponding grammatical form, in accordance with Law no. 80 of 05.05.2017, in force 26.05.2017

Parliament adopts this law.

TITLE I JOINT-STOCK COMPANY. SECURITIES OF THE COMPANY. SHAREHOLDERS Chapter I JOINT-STOCK COMPANY

Article 1. Scope of application of the law

(1) This law establishes the manner of establishment, dissolution (liquidation) and legal status of joint-stock companies, the rights and obligations of shareholders, of members of management bodies and of other persons with responsibility functions of the company, ensures the protection of the rights and legal interests of creditors and shareholders of these companies.

(2) The companies limited by shares established or which are in the process of establishment in the Republic of Moldova shall fall under the incidence of this law, unless this law or other legislative acts provide otherwise.

[Para. (3) of Art. 1 repealed by Law No. 163-XVI of 13.07.2007, in force 01.01.2008]

(4) The particularities of the establishment, dissolution (liquidation) and legal status of companies limited by shares in the privatization of the patrimony of state and municipal enterprises shall be established by this law and by the legislation on privatization.

(5) The particularities of the establishment, dissolution (liquidation) and legal status of companies limited by shares in the field of banking, investment, stock exchange and insurance activities shall be established by other legislative acts.

[Art. 1 supplemented by Law No. 324 of 23.12.2013, in force 01.01.2014]

[Art. 1 supplemented by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 2. General notions

(1) A company limited by shares (hereinafter referred to as the company) is a commercial company whose share capital is entirely divided into shares and whose obligations are guaranteed by the company's patrimony.

[Art. 2 amended by Law No. 54 of 30.03.2017, in force 14.04.2017]

[Art. 2 amended by Law No. 106 of 28.05.2015, in force 19.06.2015]

[Art. 2 supplemented by Law No. 324 of 23.12.2013, in force 01.01.2014]

[Art. 2 amended by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 3. Legal status of the company

(1) The company is a legal person which carries out its activity on the basis of this law, other legislative acts and the company's articles of incorporation.

(2) The duration of the company is unlimited, unless the articles of incorporation provide otherwise.

(3) The company possesses, with the right of ownership, goods which are separate from the goods of the shareholders and are recorded in its independent balance sheet.

(4) Towards its shareholders, the company has obligations in accordance with this law, other legislative acts and the company's articles of incorporation.

(5) The company may, in its own name, acquire and exercise patrimonial rights and personal non-patrimonial rights, have obligations, be a plaintiff and a defendant in court.

(6) The company is entitled to carry out any activities not prohibited by legislation. Certain activities, the nomenclature of which is established by legislation, the company is entitled to carry out only on the basis of a license.

(7) The company has the right to open bank accounts on the territory of the Republic of Moldova and abroad.

[Para. (8) of Art. 3 repealed by Law No. 160 of 07.07.2016, in force 16.09.2016]

(9) The company is entitled to have letterhead stamps and forms with its name, as well as a registered trademark (service mark) and other means of visual identification of the company.

Any act and any letter originating from the company shall include its name, legal form of organization, registered office, state registration number, size of the share capital and the name of the manager.

[Art. 3 amended by Law No. 106 of 28.05.2015, in force 19.06.2015]

[Art. 3 supplemented by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 4. Patrimony and liability of the company

(1) The company's patrimony is constituted as a result of the placement of shares, its economic and financial activity and on other grounds provided by legislation.

(2) The company is entitled to grant and attract loans in accordance with this law, other legislative acts and its articles of incorporation.

(3) The company is liable for its obligations with the entire patrimony belonging to it with the right of ownership.

(4) The company is not liable for the obligations of its shareholders.

(5) The company is not entitled to grant loans, as well as to offer guarantees for the purpose of acquiring its own securities.

Article 41. Responsibilities of the company with fully or majority state capital

(1) The company independently draws up the production program, based on the contracts concluded for the commercialization of production to consumers and on the need to ensure the social and production development of the company.

(2) The company forms the technical-material base and acquires goods, works and services intended to cover its own needs on the market of goods and services. Ensuring the technical-material base and forming the production program shall be carried out based on the principle of transparency of procurement procedures and efficiency of the use of financial sources.

[Art. 41 introduced by Law No. 324 of 23.12.2013, in force 01.01.2014]

Article 5. Name of the company

(1) The company carries out its activity under a certain name.

(2) The full name of the company shall include:

a) the words “company limited by shares” or the initials “S.A.”;

b) the concrete name of the company, which allows it to be distinguished from other organizations.

(3) The full name of the company may also include other data which are not in contradiction with legislation.

(4) The company shall use its name, including the abbreviated one, only in that formulation as it was registered in the State Register of Legal Persons.

(5) The particularities of the company's name and its use are also established by other legislative acts.

[Art. 5 amended by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 6. Registered office of the company

(1) The registered office of the company is considered the seat of its executive body, indicated in the company's articles of incorporation.

(2) The legal address of the company is the address of its registered office. The company may also have other postal addresses for correspondence.

(3) The company shall notify the creditors, its shareholders, as well as the public authorities established by legislation, about the change of its registered office.

Article 7. Management bodies of the company

(1) The management bodies of the company are:

a) the general meeting of shareholders;

b) the company council;

c) the executive body;

d) the audit commission.

(2) In a company with a number of shareholders less than 50, the duties of the company council may be exercised by the general meeting of shareholders.

(3) The structure, powers, method of establishment and functioning of the company's governing bodies are established by this law, by other legislative acts, by the company's articles of association and regulations.

(4) Within the insolvency process, the functions of the company's governing bodies are exercised by the bodies empowered in accordance with the provisions of Insolvency Law No. 149 of 29 June 2012.

[Art.7 amended by Law No.106 of 28.05.2015, in force 19.06.2015]

Article 8. Branches and representative offices of the company

(1) The company has the right to establish branches and representative offices in the Republic of Moldova in accordance with this law and other legislative acts, and abroad – also in accordance with the legislation of the foreign state, unless the international agreement to which the Republic of Moldova is a party provides otherwise.

(2) A branch of the company is a separate subdivision thereof, which is located outside the company's registered office and may perform all of its powers, including those of representation, or part of them.

(3) A representative office of the company is a separate subdivision thereof, which is located outside the company's registered office, represents and defends its interests.

(4) The company endows the branch and the representative office with assets that appear in the company's inventory, and the branch's assets – also in the branch's separate inventory.

(5) The branch and the representative office are not legal entities and act on behalf of the company based on the regulations approved by the company. The company that established the branch and the representative office is liable for their activity.

(6) The head of the branch or of the representative office exercises his/her powers based on the regulation of the branch or representative office approved by the company and the mandate issued by the company.

Article 9. Affiliated persons of the company [Art.9 repealed by Law No.106 of 28.05.2015, in force 19.06.2015]

[Art.9 amended by Law No.73 of 15.04.2011, in force 03.06.2011]

Article 10. The undertaking with a majority (dominant) participation and the undertaking in majority (dependent) possession

(1) The company may exercise control over other undertakings and have dependent companies in the Republic of Moldova established in accordance with this law and other legislative acts, and abroad – also in accordance with the legislation of the foreign state, unless the international agreement to which the Republic of Moldova is a party provides otherwise.

[Para.(2) art.10 repealed by Law No.163-XVI of 13.07.2007, in force 01.01.2008]

(3) A joint-stock company or another commercial company is considered dependent if another company (the dominant one), by virtue of acquiring a number of shares that grant control over the first company or on another basis, has the possibility to influence directly or indirectly the decisions taken by the first company.

(31 ) An undertaking in majority possession is presumed to be dependent on the undertaking with a majority participation in it.

(4) The dominant company has the right to give binding instructions to the dependent company only based on the respective provisions of the articles of association of each of the companies.

(5) The dominant company, having the right to give binding instructions to the dependent undertaking, is subsidiarily liable with the dependent undertaking for its obligations resulting from the execution of the dominant company's instructions.

(6) In case of insolvency of the dependent undertaking as a result of fulfilling the binding instructions of the dominant company, the latter is subsidiarily liable for its obligations and debts.

(7) The shareholders of the dependent undertaking have the right to demand from the dominant company compensation for the damages caused to the dependent undertaking by fulfilling the binding instructions of the dominant company.

[Para.(8) art.10 repealed by Law No.163-XVI of 13.07.2007, in force 01.01.2008]

[Para.(9) art.10 repealed by Law No.106 of 28.05.2015, in force 19.06.2015]

(10) Dependent companies are not entitled to hold shares and other securities of the dominant company.

[Art.10 amended by Law No.106 of 28.05.2015, in force 19.06.2015]

[Art.10 amended by Law No.38 of 27.03.2014, in force 18.04.2014]

Chapter 2 SECURITIES OF THE COMPANY

Article 11. General provisions

(1) The placement, circulation and cancellation of shares, bonds and other securities of the company are carried out in accordance with this law, with the legislation on the capital market, with other legislation and with the company's articles of association.

(2) The company may issue securities in the form established by the Law on the capital market.

(3) The company's securities are mandatorily registered in the State Register of Securities, kept by the National Commission of the Financial Market.

(31 ) The company's securities are considered placed if they are fully paid by the first acquirers (subscribers) and are registered in the State Register of Securities and in the register of holders of the company's securities.

(4) The company is entitled to place only registered securities.

(5) When placing the company's securities, payment in installments is not allowed.

(6) Securities issued by companies circulate as follows:

a) only on the regulated market, if sale-purchase transactions are carried out with securities issued by companies that are public interest entities in a volume of 1% or more of the total securities issued of a single class;

b) on the regulated market or outside it, if sale-purchase transactions are carried out with securities issued by companies that are public interest entities in a volume of up to 1% of the total securities issued of a single class;

c) in accordance with the manner of conducting transactions established by the National Commission of the Financial Market, in the case of other transactions with securities than those specified in items a) and b).

(7) In the case of a sale-purchase transaction with securities issued by banks, carried out on the regulated market in accordance with paragraph (6) or within the multilateral trading system, the parties are entitled to carry out the transaction:

a) on the basis of the sale-purchase contract concluded directly between the seller and the buyer at the free price agreed between them and under the contractual conditions established by them in accordance with the law; or

b) under the conditions of the rules of the regulated market or of the multilateral trading systems.

(8) The National Commission of the Financial Market and the market operator that administers the regulated market or the multilateral trading system are not entitled to establish restrictions or requirements additional to those provided by law with regard to transactions with securities of banks carried out in accordance with paragraph (7) item a).

[Art.11 completed by Law no.274 of 15.12.2017, in force 29.12.2017]

[Art.11 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 12. Shares

(1) A share is a document that certifies the right of its owner (shareholder) to participate in the management of the company, to receive dividends, as well as a part of the company's assets in the event of its liquidation.

(2) The company's articles of incorporation shall establish the shares placed by the company.

[Paragraph (3) art.12 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

(4) The placed shares shall be mandatorily registered in the State Register of Securities, kept by the National Commission of the Financial Market.

(5) Shares fully paid by their first acquirers (subscribers), registered in the State Register of Securities and in the company's shareholders' register, are considered placed.

(6) The company's shares may have a nominal value that must be divisible by one leu.

(7) All ordinary shares of the company shall have equal nominal value.

(8) The nominal value of the share shall be approved by the constitutive assembly or by the general meeting of shareholders and shall be indicated in the company's incorporation documents and in other documents provided by this law and by the legislation on the capital market.

(9) In the case of placing shares whose nominal value is not determined, the general meeting of shareholders is entitled to set the value of the share in their issuance decision. The set value of the share shall not be indicated in the company's incorporation documents and shall be used to determine the size of the share capital.

(10) The nominal (set) value of the share reflects the portion of the company's share capital attributable to one placed share.

[Art.12 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 13. Shares in circulation and treasury shares

(1) A share in circulation is a placed share belonging to a shareholder of the company.

(2) A treasury share is a placed share of the company, acquired or repurchased by it from a shareholder of the company.

(3) Treasury shares are excluded from circulation and constitute withdrawn capital of the company.

(4) Treasury shares do not constitute the company's own capital, do not grant the right to vote in the general meeting of shareholders, the right to receive dividends and a part of the company's assets in the event of its liquidation, and cannot constitute a contribution to the share capital of a commercial company.

(5) Treasury shares acquired or repurchased for the purpose of reducing the company's share capital shall be cancelled after the registration of the respective changes in the State Register of Securities and in the company's articles of incorporation.

(6) The nominal (set) value of treasury shares of a single class or of several classes cannot exceed 10% of the company's share capital.

(7) In case of violation of the requirement of paragraph (6), the company shall dispose of the treasury shares within at most one year from the date of the violation of the mentioned requirement. Shares that have not been disposed of within this term shall be cancelled, the company being obliged to accordingly reduce its share capital.

(8) When determining the disposal price of acquired or repurchased treasury shares, the provisions of art.23 paragraph (1) item b) and paragraph (7) of the Law on the capital market shall apply. If the provisions of art.23 paragraph (1) item b) and paragraph (7) of the Law on the capital market cannot be applied, the disposal of acquired or repurchased treasury shares shall be carried out at the last acquisition or repurchase price.

(9) If treasury shares of a certain class cannot be disposed of under the conditions provided in paragraph (8), they may be proposed for acquisition to the shareholders and/or employees of the company within the adoption of the decision to increase the share capital through the additional issuance of shares of the respective class, at a price not lower than their nominal (set) value. The decision to dispose of treasury shares shall be carried out after the qualification of the additional issuance of shares as completed.

(10) Treasury shares may also be used as a means of payment of dividends in accordance with the provisions of the articles of incorporation, within the limits and conditions approved by the general meeting of shareholders.

[Art.13 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.13 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 14. Ordinary and preference shares

(1) The company is entitled to place ordinary and preference shares.

(2) An ordinary share confers upon its owner the right to one vote in the general meeting of shareholders, the right to receive a share of dividends and a part of the company's assets in the event of its liquidation.

(3) The patrimonial rights of the owners of ordinary shares may be realized only after the satisfaction of all patrimonial rights of the owners of preference shares.

(4) The preference share gives its owner additional rights (privileges) compared to the owner of an ordinary share regarding the order of receiving dividends and the amount of dividends, as well as the order of receiving a part of the company's assets that are distributed in the event of its liquidation.

(5) The preference share does not give its owner the right to vote, unless this law provides otherwise.

(6) The preference share gives its owner the right to receive a part of the company's assets in the event of its liquidation in an amount corresponding to the liquidation value of this share.

(7) The liquidation value of the preference share is established in the company's statute and may exceed its nominal (fixed) value. If the liquidation value of the preference share is not established in the statute, in the event of liquidation of the company, the owner of this share has the right to receive a part of the company's assets in an amount corresponding to the nominal (fixed) value of the share.

(8) The share of preference shares may not exceed 25% of the company's share capital.

(9) Ordinary shares may be of only one class. Preference shares may be of one class or of several classes.

[Art.14 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 15. Classes of shares

(1) A class of shares constitutes the totality of shares of the same type of an issuer, which ensure their owners equal rights and which have the same distinctive characteristics. All shares of a class, regardless of issue, have one and the same state registration number.

(2) The company is entitled to place preference shares with fixed or non-fixed dividends.

Fixed dividends are established as a fixed amount per share or as a fixed percentage of the nominal value of the share.

(3) Preference shares with fixed dividends may be cumulative, partially cumulative or non-cumulative.

(4) Cumulative shares grant their owners the right to receive, in a single payment, all dividends accumulated over a certain period of time or the right to receive dividends in the next period if the company did not pay them in the previous period.

(5) Partially cumulative shares give the right to receive a part of the accumulated dividends, and non-cumulative shares do not give such a right.

(6) A preference share with fixed dividends does not give its owner the right to vote in the general meeting of shareholders, except in the cases:

a) non-payment within the established term of the announced dividends, failure to include on the agenda of the last annual ordinary general meeting of shareholders of the issue regarding the payment of dividends for preference shares, failure to adopt at the last annual ordinary general meeting of shareholders of the decision to pay dividends or adoption of the decision regarding the payment of dividends in an incomplete amount, or failure to adopt at the last annual ordinary general meeting of shareholders of the decision to pay, in accordance with the provisions of the company's statute, the accumulated dividends. The right to vote ceases after the full payment of dividends;

b) the adoption by the general meeting of shareholders of a decision regarding the modification of the rights of the owners of preference shares in connection with the reorganization or liquidation of the company, with the additional issuance of preference shares of another class that give their owners additional rights compared to the owners of the placed preference shares, or for other reasons provided by the legislation on the capital market or by the company's statute.

(7) Preference shares with non-fixed dividends give the right to vote only in the cases provided for in para.(6) letter b).

(71 ) In the cases in which preference shares obtain the right to vote at the general meeting of shareholders, voting is carried out in the following manner:

a) preference shares are conventionally converted into ordinary shares in the proportion that is established, starting from the ratio of the nominal (fixed) value of the preference shares to the nominal (fixed) value of the ordinary shares;

b) the owner of preference shares votes with the number of shares obtained after the conventional conversion, including with fractional parts of up to hundredths, which may appear as a result of the conventional conversion of preference shares into ordinary shares;

c) the vote counting commission sums up the fractional parts separately for the votes expressed "for" and "against" and calculates the number of full votes.

(72 ) The executive body of the company is obliged to communicate to the person ensuring the keeping of the register of holders of securities of the company the information regarding the obtaining of the right to vote by the holders of preference shares immediately after the holding of the convocation meeting of the annual ordinary general meeting of shareholders at which it was not decided to include on the agenda of the general meeting of shareholders the issue regarding the payment of dividends for preference shares or of the annual ordinary general meeting at which the decisions to pay dividends were not adopted or the decision regarding the payment of dividends in an incomplete amount was adopted, in accordance with para.(6) letter a).

(8) If the company places preference shares of two or more classes, its statute shall provide for the order of payment of the announced dividends and of the liquidation value of the preference shares of each class.

[Art.15 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.15 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 16. Bonds

(1) A bond is a loan financial instrument that certifies the right of the bondholder to receive from its issuer the nominal value or the nominal value and the related interest in the amount and within the terms established by the decision to issue the bonds.

(2) Bondholders appear as creditors of the company.

(3) Bondholders have a preferential right over shareholders to receive a part of the company's profit in the form of interest or other profit.

(4) The nominal value of the company's bond must be divisible by 100 lei. The circulation term of the bonds shall be at least one year.

(5) The company is entitled to place bonds of different classes, including convertible ones, which give bondholders the right to exchange the bonds for shares of the company. The issue of convertible bonds is decided by the resolution of the general meeting of shareholders, while that of other bonds may also be decided by the company's board.

(6) The company is entitled to place bonds, with or without coverage, in the manner and under the conditions established by the Law on the capital market.

(7) Bonds are paid only with monetary means.

(8) Bonds may not be placed for the purpose of constituting, completing or increasing the company's share capital.

[Para.(9) art.16 repealed by Law no.106 of 28.05.2015, in force 19.06.2015]

(10) The company is entitled to acquire or redeem the bonds placed by it only for the purpose of extinguishing them. The acquisition and redemption of bonds by the company take place until the expiry of the period for which they were issued or at the end of that period, in accordance with the issue decision.

(11) The bondholder has the right to request from the company the redemption of the bonds placed before the maturity term in the event that the issuer does not comply with the term for paying the related interest.

[Art.16 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 17. The register of holders of the company's securities

(1) The company is obliged to ensure the keeping of the register of holders of the company's securities in accordance with this law and with the legislation on the capital market until the deregistration of the company's securities from the State Register of Securities.

(2) The register of holders of securities (the register of shareholders, the register of bondholders or the register of holders of other securities) shall include:

a) the main data regarding the issuing company;

b) the balance of the securities of the issuing company;

c) the personal accounts of the persons registered in the register (owners or custodians of the company's securities), indicating the classes and number of securities belonging to them, their acquisition value, as well as the encumbrance of the ownership right over these securities;

d) entries regarding the assignment of the ownership right over the company's securities;

as well as

e) other entries and documents provided by the legislation on the capital market.

(3) The register of holders of securities may be kept both by the company and by the registry company or the central depository (hereinafter – registrar) under the contract regarding the keeping of the register.

(4) The company's registrar may not be an affiliated person of the company, of the managing organization or of the audit company.

(5) If the number of persons registered in the register of holders of securities is over 50, the company shall transfer the keeping of the register to the registrar. If the company does not meet this requirement, it shall be obliged to conclude a contract with the registrar appointed by the National Commission of the Financial Market.

(51 ) The company which, according to the legislation, is entitled to keep the register of holders of securities on its own obtains the registry company authorization in the manner established by the National Commission of the Financial Market.

(6) The company shall transmit to the registrar the documents necessary for keeping the register of holders of securities in the manner and within the terms established by the legislation on the capital market and by the contract regarding the keeping of the register.

(7) The company, until the termination of the contract regarding the keeping of the register of holders of securities, is not entitled to transfer the keeping of this register to another person or to keep it on its own.

(8) The registrar is obliged to make entries in the register of holders of securities, to issue extracts from the register, to present to the company the lists of persons registered in the register, to annually reconcile with the company the balance of its shares and other securities, as well as to fulfill other obligations provided by this law, by the legislation on the capital market and by the contract.

(9) The balance of the company's shares shall be drawn up for their entire totality and for each class, so that the number of shares in circulation and the number of treasury shares be equal to the number of shares placed.

(10) The registrar is not entitled to carry out transactions with the securities of the issuing company with which it has concluded the contract regarding the keeping of the register of holders of securities and to delegate the execution of the obligations under this contract to other persons.

(11) The person who keeps the register of holders of the company's securities is liable for the damage caused to the owner or custodian of the securities in cases of violation of the terms for making the entry in the register, evasion or unjustified refusal to make the entry or to issue extracts from the register, commission of errors in keeping the register and in other cases provided by the legislation.

(12) The company that has concluded a contract with the registrar is not released from liability before the shareholders for keeping the register of holders of the company's securities.

(13) The unlawful acts of the person who keeps the register of holders of the company's securities may be contested before the governing bodies of the company and/or the National Commission of the Financial Market, and/or challenged in court.

[Art.17 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.17 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.17 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 18. Making the registration in the register of holders of the company's securities

(1) The registration in the register of holders of the company's securities shall be made at the request of the company, the acquirer, the owner, their representative or the custodian of the securities, within 3 days from the date of submission of all documents provided by the Law on the capital market and by the normative acts of the National Commission of the Financial Market regarding the activity of keeping the register.

(2) The acquirer of securities is vested with the right of ownership over them from the moment of making the respective registration in the register of holders of the company's securities or in the record documentation of the custodian of securities in the manner established by legislation.

(3) In case of refusal to make a registration in the register of holders of securities, the person who keeps the register is obliged to send in writing to the petitioner, within the term provided in para.(1), a reasoned notice about this fact.

(4) The registrar and the company are not liable for damages caused to persons registered in the register of holders of securities in connection with the failure of these persons to present information about the modification of their data, entered in the register of holders of the company's securities.

(5) The registrations made in the register of holders of the company's securities constitute grounds for issuing to the owners or custodians of securities the extracts from the register of shareholders, the register of bondholders or the register of holders of other securities of the company.

[Art.18 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 19. The extract from the register of shareholders

(1) The extract from the register of shareholders is a document that confirms the registration in the personal account opened in the name of the shareholder or custodian of shares in the register of shareholders.

(2) The extract from the register of shareholders confirms the rights of the shareholder or custodian over the company's shares at the date of issuance of the extract.

(3) The extract from the register of shareholders is not a security and its transmission does not have as a consequence the assignment of rights over the shares indicated in the extract.

(4) The extract from the register of shareholders shall include:

a) the full name of the issuing company, its registered office, as well as the size of its share capital;

b) the name of the document – “Extract from the register of shareholders”;

c) the serial number of the extract;

d) the number of the personal account of the shareholder or of the custodian of shares;

e) the surname, first name, number of the identity document (name, number of the state registration certificate) of the shareholder or of the custodian of shares;

f) the domicile (registered office) of the shareholder, their legal representative or the custodian of shares, as well as their telephone and fax numbers;

g) the classes and number of shares belonging to the shareholder or custodian;

h) the nominal value of the shares of each of the classes provided in letter g), if this has been established by the company's articles of association;

i) the number of all shares placed of each of the classes provided in letter g);

j) the number in the State Register under which the shares of each of the classes provided in letter g) are registered;

k) the basic rights and privileges given by the preferred shares of each of the classes provided in letter g), including the size of fixed dividends and the liquidation value of the share, if these are provided by the company's articles of association;

l) the encumbrance of the right of ownership over the shares provided in letter g);

m) the full name, registered office and number of the state registration certificate of the person who keeps the register of shareholders;

n) the date, time of issuance of the extract and the signature of the person who issued it;

[Letter o) of para.(4) art.19 repealed by Law no.160 of 07.07.2016, in force 16.09.2016]

p) the literal inscription of the provisions of para.(2) and para.(3).

[Art.19 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 20. Issuance of the extract from the register of holders of the company's securities

(1) The person who keeps the register of holders of the company's securities shall issue an extract from the register within 3 days from the date of addressing by the owner, their representative or the custodian of the company's securities.

(2) The issuance of the first extract from the register of holders of securities to the owner or their representative or the custodian of securities who acquired the securities on the primary market shall be done from the company's account. The issuance to the same person of the second extract and subsequent extracts confirming the rights over the same securities shall be done with payment in the manner established by the legislation on the capital market, if the company's articles of association do not provide for the issuance of these extracts from the company's account.

(3) The extract from the register of holders of securities shall be issued for one, several or all securities of one class, several classes or all classes of the company's securities.

(4) If the securities of the company are acquired through the custodian, the duty to keep the personal accounts of the owners of these securities and to issue statements from the personal accounts lies with the custodian.

[Art.20 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 21. Share certificate

(1) The share certificate is a separate document, having the elements provided by this article, which certifies the right of ownership over a certain number of shares of the same class, as well as the rights of their owner against the issuing company.

(2) The share certificate shall include:

a) the full name of the issuing company, its registered office;

b) the name of the document – “Share certificate”;

c) the serial number of the certificate;

d) the surname, first name and number of the identity document (name, number of the state registration certificate) of the shareholder;

e) the class and number of shares belonging to the shareholder with right of ownership;

f) the nominal value of the share, if it was established by the company's articles of association;

g) the number of shares placed of the given class;

h) the number in the State Register of Securities under which the shares of the given class are registered;

i) the basic rights and privileges given by the shares of the respective class, including the amount of fixed dividends and the liquidation value of the share, if these are provided by the company's articles of association;

j) the signature (facsimile signature) of the head of the executive body and of the chief accountant of the issuing company;

k) the imprint of the seal of the issuing company;

l) the full name, registered office and number of the state registration certificate of the person who keeps the shareholders' register;

m) the date of issue of the certificate and the signature of the person who issued it.

(3) The share certificate that does not comply with the requirements of this law and of the legislation on the capital market is null.

[Art.21 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 22. Bond certificate

(1) The bond certificate is a separate document, having the elements provided by this article, which certifies the right of ownership over a certain number of bonds of the same class, as well as the rights of their owner against the issuing company.

(2) The bond certificate shall include:

a) the full name of the issuing company, its registered office;

b) the name of the document – “Bond certificate”;

c) the serial number of the certificate;

d) the surname, first name and number of the identity document (name, number of the state registration certificate) of the bondholder;

e) the class and number of bonds belonging to the bondholder with right of ownership;

f) the nominal value of the bond;

g) the number of bonds placed of the given class;

h) the number in the State Register of Securities under which the bonds of the given class are registered;

i) the term of placement and redemption of the bonds of the given class, as well as the amount, method and terms of payment of interest or other related income, provided in the decision to issue the bonds;

j) the signature (facsimile signature) of the head of the executive body and of the chief accountant of the issuing company;

k) the imprint of the seal of the issuing company;

l) the full name, registered office and number of the state registration certificate of the person who keeps the register of bondholders;

m) the date of issue of the certificate and the signature of the person who issued it.

(3) The bond certificate that does not comply with the requirements of this law and of the legislation on the capital market is null.

[Art.22 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 23. Issuance of the securities certificate

(1) The share, bond and other securities certificate of the company shall be issued to their owner, their representative or the custodian within 3 days from the date of addressing the person who keeps the register of holders of the company's securities.

(2) The securities certificate shall be issued for one, several or all securities of a class.

(3) The issuance of the securities certificate, the right of ownership over which has been certified by a previously issued certificate, is not permitted.

(4) The securities certificate upon their placement shall be issued from the company's account.

(5) In the case of transfer of securities, the certificate issued to their previous owner shall be cancelled, and a new certificate shall be issued to the new owner of the securities, unless the legislation on the capital market or the company's articles of association provide otherwise.

(6) In case of loss or deterioration of the securities certificate, a copy thereof shall be issued, paying a fee established by the company, which shall not exceed the expenses for making the copy.

(7) Persons who have violated the conditions and terms of issuance of the certificate shall be liable in accordance with the legislation.

[Art.23 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Chapter 3 RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

Article 24. Shareholders

(1) A shareholder is the person who has become the owner of one or more shares of the company in the manner established by this law and other legislative acts.

(2) If a single share belongs to several persons, in relation to the company these persons are considered as a single shareholder and may exercise their rights through a single representative.

(3) Shareholders are not liable for the company's obligations and bear the risk of losses up to the value of the shares belonging to them.

(4) In relation to the goods belonging to the company with right of ownership, the shareholder is the holder of the obligational rights provided by this law and the company's articles of association.

(5) Shareholders may be natural persons and legal entities from the Republic of Moldova, from other states, stateless persons, as well as foreign states and international organizations.

(6) Public authorities have the right to be shareholders of the company only in the cases provided by legislation. These bodies exercise their rights and have shareholder obligations in accordance with this law, other legislative acts and the company's articles of incorporation.

Article 25. Shareholders' rights

(1) The shareholder has the right:

a) to participate in general meetings of shareholders, to elect and be elected to the management bodies of the company;

b) to familiarize themselves with the materials for the agenda of the general meeting of shareholders;

c) to familiarize themselves with and make copies of the company's documents, access to which is provided by this law, the articles of incorporation or the company's regulations;

d) to receive dividends announced in accordance with the classes and proportionally to the number of shares they own;

e) to alienate, in the manner provided by the articles of incorporation, the shares they own, to pledge them or place them in fiduciary administration;

f) to request the redemption of the shares they own, in the cases provided by this law or the company's articles of incorporation;

g) to receive a part of the company's assets in the event of its liquidation;

h) to exercise other rights provided by this law or the company's articles of incorporation.

(2) A shareholder holding shares that do not grant voting rights may participate in the discussion of the matters on the agenda of the general meeting of shareholders.

(3) Shareholders holding shares that do not grant voting rights obtain this right at the general meeting of shareholders when decisions are taken on certain matters or on all matters on the agenda in the cases provided by this law or the company's articles of incorporation.

(4) The voting right granted by a voting share cannot be limited, unless this law or other legislative acts provide otherwise.

(41 ) If the voting right is suspended/limited under the legislation in force or by a court decision, the shares for which the voting right is suspended/limited are not excluded from the calculation when convening the general meeting of shareholders, in accordance with art.26 para.(3), and when establishing the quorum, in accordance with art.58 para.(1). These shares, as the case may be, do not participate in the adoption of decisions on the matters included in the agenda of the general meeting of shareholders.

(5) The shareholder has the right, under a mandate or contract, to delegate the exercise of their rights to their representative or to the custodian of the shares.

(6) Any person may be a representative of the shareholder, unless this law or other legislative acts provide otherwise.

(7) As a shareholder, the state may have only one representative in a company, whose duties are established by the Government.

(8) Persons with management positions in the company, except members of the company's council, cannot be representatives of the shareholder.

(9) The shareholder has the right to replace their representative or the custodian of the shares at any time or to withdraw their powers, unless the contract provides otherwise.

[Para.(10) art.25 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

(11) The rights of shareholders granted by preference shares of any class may be modified only by a decision of the general meeting of shareholders. This decision is valid only if there is a separate decision of the shareholders holding shares of the given class, adopted with the vote of a number of shareholders representing at least three quarters of these shares.

(12) A shareholder who works in the company does not have preferential rights compared to the other shareholders.

An employee of the company who holds its shares does not have preferential rights compared to the other employees of the company.

(13) The shareholder is not entitled to request the redemption by the company of the shares they own, except in the cases provided by this law, other legislative acts or the company's articles of incorporation.

(14) The shareholder is not entitled, without special powers, to act on behalf of the company or on the surety or with the guarantee of the company.

(15) A minority shareholder who acquired the shares against patrimonial vouchers or their legal successor has the right to request at any time from the person who holds, independently or together with their affiliated persons, more than 90% of the total volume of voting shares of a company (hereinafter – majority shareholder) to buy their shares in the manner established in

art.261 .

(16) A minority shareholder who acquired the shares in a manner other than against patrimonial vouchers has the right to request the majority shareholder to purchase their shares in the manner and under the conditions established by the Law on the capital market.

(17) The majority shareholder has the right to refuse the acquisition of the voting shares of the minority shareholder in accordance with para.(15) and (16) if the shares held by the minority shareholder are encumbered with obligations.

(18) The majority shareholder has the right to request the minority shareholders to sell to them the securities they hold in the manner and under the conditions established by the Law on the capital market.

(19) In the cases provided in para.(15), (16) and (18), the monetary funds will be transferred to the minority shareholder by postal order or to the bank account indicated by them until the deregistration of the voting shares from the name of the minority shareholder and their registration in the name of the majority shareholder. If the monetary funds transferred by postal order are returned, they are deposited in a bank account opened by the majority shareholder or by the issuer in favor of the minority shareholder who did not receive the equivalent value of the shares.

[Art.25 modified by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.25 modified by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 26. Additional rights of shareholders

(1) Shareholders holding at least 5% of the voting shares of the company, in addition to the rights provided for in Art. 25, also have the right, in the manner provided by this law, other legislative acts and the company's articles of incorporation:

a) to introduce matters on the agenda of the annual general meeting of shareholders;

b) to propose candidates for members of the company's council and of the audit commission;

[Lit. c) para. (1) art. 26 repealed by Law No. 163-XVI of 13.07.2007, in force 01.01.2008]

d) to request the convening of an extraordinary meeting of the company's council.

(2) Shareholders holding at least 10% of the voting shares of the company, in addition to the rights provided for in para. (1), also have the right, in the manner provided by this law, other legislative acts and the company's articles of incorporation:

a) to request the determination of the cost of placement of the company's shares, based on the report of the audit company or of another specialized organization that is not an affiliated person of the company;

b) to request extraordinary audits of the company's economic and financial activity;

c) to address the court, on behalf of the company, without special powers of attorney, with a request for compensation for the damage caused to the company by persons with management positions as a result of their intentional or serious violation of the provisions of this law or of other legislative acts.

(3) Shareholders holding at least 25% of the voting shares of the company, in addition to the rights provided for in para. (1) and para. (2), also have the right to request the convening of an extraordinary general meeting of shareholders in the manner established by this law and the company's articles of incorporation.

(4) The company's articles of incorporation may grant other additional rights to the shareholders mentioned in para. (1)–(3).

[Art. 26 amended by Law No. 324 of 23.12.2013, in force 01.01.2014]

[Art. 26 supplemented by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 261. Redemption of shares obtained against patrimonial bonds

(1) Upon initiating the procedure for the redemption of shares held, the minority shareholder who obtained the shares against patrimonial bonds or their legal successor shall file a request with the company, which shall contain data regarding:

a) the identity of the shareholder (name/designation, address, identification number/tax code, etc.);

b) the name of the issuer and the number of shares held of each class;

c) the method of informing regarding the acceptance of the price and of making the payment for the shares to be sold (postal mandate with acknowledgment of receipt, by bank account or in cash – at the written request of the shareholder).

The request shall be accompanied by the extract from the register of holders of securities and the shareholder's declaration on their own responsibility that the shares held are not encumbered with obligations.

(2) The company, within 3 working days from the date of receipt of the request, shall notify the majority shareholder and the National Commission of the Financial Market about the received request.

(3) The majority shareholder is obliged, within 30 working days from the date of receipt of the request by the company, to communicate to the minority shareholder the price determined in accordance with para. (8) and to redeem the shares.

(4) Payment for the shares by the majority shareholder shall be made after the acceptance of the price by the minority shareholder, in the manner established according to the request, within at most 30 working days from the date of acceptance of the price.

(5) The redemption of shares in accordance with this article takes place through the direct transfer of ownership at the registrar.

(6) After making the payments to the minority shareholder, the majority shareholder shall submit to the registrar the documents for registering the transfer of ownership of the shares redeemed from the minority shareholder, including:

a) the transfer instruction;

b) confirmation regarding the payment for the redeemed shares;

c) the written agreement between the affiliated persons holding more than 90% of the voting shares of the company, which shall provide data regarding the number of shares to be acquired by each affiliated person – in the case where the shares will not be acquired by a single person.

(7) The majority shareholder and the registrar who registered the transfer of ownership shall submit to the National Commission of the Financial Market the information regarding the satisfaction of the requests of minority shareholders within at most 3 working days from the date of the transfer of ownership.

(8) The price offered for the shares held by the minority shareholder shall be at least equal to the highest price among the following:

a) the weighted average trading price of the shares in the last 12 months prior to the date of announcement of the request;

b) the value of net assets per share, according to the issuer's latest financial statement;

c) the market value of net assets per share, calculated by the audit commission based on the valuation report prepared by a specialized organization that is not an affiliated person of the company;

d) the nominal (fixed) value of the share.

(9) The determination of the price in accordance with para. (8) lit. a) takes place in the case where the shares were traded on the regulated market or within a multilateral trading system in the volumes established in accordance with art. 23 para. (7) of the Law on the Capital Market. The validity term of the valuation report in accordance with para. (8) lit. c) shall not exceed 3 years from the date of valuation.

(10) The provisions of this article do not apply to securities issued by companies where, according to their articles of incorporation, the circulation of issued securities is in accordance with the provisions of

art. II para. (3) of Law No. 163-XVI of 13 July 2007 and to securities issued by joint-stock companies with public-private capital.

[Art. 261 amended by Law No. 106 of 28.05.2015, in force 19.06.2015]

[Art.261 introduced by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 27. Shareholders' pre-emption right

(1) A shareholder who holds voting shares or other securities of the company that can be converted into voting shares has a pre-emption right over the voting shares being placed or over other securities of the company that can be converted into voting shares. The manner of exercising this right is established by the company's articles of incorporation and/or by the decision on the issuance of securities, and/or by the public offering prospectus, so as to offer shareholders the possibility to subscribe to the securities of the additional issue, proportionally to their share in the share capital, represented by the securities held by them on the subscription date.

(2) The pre-emption right cannot be limited or withdrawn. The pre-emption right is exercised within a term that cannot be less than 14 working days from the date of publication of the offer or from the date of dispatch to shareholders of the letters for the placement of securities through public offering or from the date of adoption of the decision for the closed additional issue thereof, except for the cases provided in para.(7).

(3) The shareholder has the right to waive, partially or fully, his/her pre-emption right and/or to assign this right to other shareholders or to other persons if the company's articles of incorporation and/or the decision on the issuance of securities do not provide otherwise.

(4) If the company has issued several classes of securities, the pre-emption right will be granted, first of all, to the holders of securities of the class being placed and only after the expiry of the term for exercising this right – to the holders of securities of other classes.

(5) If in the closed issue, after the expiry of the term granted for exercising the pre-emption right, there remain unsubscribed securities, the company has the right to cancel the number of unsubscribed securities and/or to offer the possibility for them to be subscribed, first of all, by shareholders in addition to the number that fell to them proportionally to the share held in the share capital and subsequently – by the company's employees and/or by third parties approved by the general meeting of shareholders.

(6) The notification regarding the granting of the pre-emption right may be published and sent to the holders of securities of the company concurrently with the notice regarding the holding of the general meeting of shareholders, if the company's articles of incorporation or the decision to convene the general meeting of shareholders do not provide otherwise.

(7) The term for exercising the pre-emption right according to para.(2) does not apply if 100% of the voting shares of the company participate in the general meeting of shareholders and/or all shareholders subscribe to the securities of the respective class proportionally to the share held in the share capital, and/or the closed issue of securities takes place following the reorganization of the company through merger.

(8) The pre-emption right to the alienation of shares in the manner provided in art.II para.(3) of Law no.163-XVI of 13 July 2007 shall be exercised depending on the number of shares requested for acquisition by shareholders, as follows:

a) if the number of shares requested by shareholders exceeds the number of shares proposed for sale, the determination of the number of shares due to each shareholder shall be carried out by the executive body of the company based on the principle of proportionality, deriving from the share held by each shareholder in the total number of shares of the respective class, within 5 working days from the expiry of the term for submitting applications;

b) if the number of shares requested by shareholders is less than the number of shares proposed for sale, the acquisition applications shall be fully satisfied, the remaining shares being proposed to other persons at the same price;

c) if the shares remaining according to lit.b) of the present paragraph cannot be alienated to other persons, the company has the right to acquire them at the same price;

d) the notification of shareholders about the satisfaction of acquisition applications and sale applications shall be carried out by the executive body of the company;

e) for the registration of the transfer of ownership over the alienated shares, the executive body shall present to the registrar the documents confirming the notification of shareholders about the sale offer, the applications submitted by shareholders for sale and acquisition and the decision of the competent body for the cases provided in lit.a) and c) of the present paragraph and in para.(9) of the present article.

(9) The provisions of para.(8) do not apply if 100% of the voting shares of the company participate in the general meeting of shareholders and the shareholders unanimously approve another method of alienation.

[Art.27 as amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 28. Defense of shareholders' rights and legitimate interests

(1) The defense of shareholders' rights and legitimate interests is ensured by the present law, by the legislation on the capital market and by other legislation.

(2) For the defense of their rights and legitimate interests, shareholders are entitled, in the manner established by legislation, to notify the management bodies of the company and/or the National Commission of Financial Market, and/or the court, including:

a) to notify the management bodies of the company in order to carry out control over large-scale transactions and transactions with conflict of interest;

b) to notify the National Commission of Financial Market in order to carry out control over transactions with securities;

c) to request the National Commission of Financial Market to hold liable contraventionally the persons with management positions, according to legislation;

d) to submit to the court requests for annulment of the transaction of significant proportions or of the transaction with a conflict of interest if these transactions have caused damage to the company and/or were concluded in violation of the legislation and/or for compensation of the damage caused to the company by the persons with management positions who decided or voted for the conclusion of these transactions, as well as other requests regarding the defense of its rights and interests.

(3) The company is obliged to examine shareholders' complaints in the manner and within the term provided by the legislation.

[Art.28 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.28 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 29. Obligations of shareholders

(1) The shareholder is obliged:

a) to inform the person who keeps the shareholders' register about all changes in their data entered in the register;

b) to disclose information about transactions with shares of companies that are public interest entities in accordance with the Law on the Capital Market;

c) to fulfill other obligations provided by this law or other legislative acts.

(2) Shareholders who are persons with management positions of the company are obliged to communicate in writing to the company and the National Commission of the Financial Market about all their transactions with the company's shares, in the manner provided by the legislation on the capital market.

(3) If, as a result of non-execution or improper execution of the requirements provided in para.(1)

and para.(2), the company has been caused damage, the shareholder is liable to the company for the amount of the damage caused.

(4) By decision of the court, the shareholder is obliged to compensate the material damage caused to the company and/or other shareholders of the company if, abusively, in bad faith and without grounds, they submit lawsuits against the company and/or other shareholders, notify the National Commission of the Financial Market, law enforcement bodies and/or other public authorities. If the shareholder's act is provided by the Contravention Code or the Criminal Code, in addition to compensating the material damage, the act in question entails contravention or criminal liability in accordance with the legislation.

[Art.29 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.29 amended by Law no.38 of 27.03.2014, in force 18.04.2014]

TITLE II ESTABLISHMENT AND REGISTRATION OF THE COMPANY Chapter 4 ESTABLISHMENT OF THE COMPANY

Article 30. General provisions

(1) The company may be established by organizing a new company or by reorganizing an existing legal entity.

(2) The establishment of the company shall include the conclusion of the company contract (adoption of the decision to establish the company), subscription by the founders to the placed shares and holding the constitutive meeting.

(3) The company may be established by a single person. In this case, the decision to establish the company shall be taken by this person independently and shall be formalized in the form of a declaration of foundation of the company.

Article 31. Founders of the company

(1) Founders of the company are considered the natural and legal persons who have taken the decision to establish it.

(2) Founders of the company may be capable natural persons and legal persons from the Republic of Moldova, from other states, stateless persons, as well as foreign states and international organizations.

(3) As founders of companies, on behalf of the Republic of Moldova or administrative-territorial units, the public authorities determined by the legislation appear.

(4) State and municipal enterprises are entitled to found companies based on authorizations from public authorities.

(5) The number of founders of a joint-stock company is not limited.

(6) The company may be established by a single founder (composed of a single shareholder) only if the founder (shareholder) is not another commercial company composed of a single person.

(7) The founders are entitled to perform only actions related to the establishment of the company and only within the limits established by the company contract.

(8) The founders bear all expenses necessary for the establishment and registration of the company, which are reimbursed by the company based on the founders' report on the expenses incurred.

(9) The founders of the company cannot benefit from additional rights if these rights are not given by the company's shares held by the founders.

(10) The founders of the company are jointly liable for their obligations:

a) related to the establishment of the company, including in the case of their increase of the value of non-monetary contributions to the company's share capital;

b) arising in the case of their performance of actions on behalf of the company after it was considered that the founding of the company did not take place.

(11) The company is liable for the founders' obligations related to its establishment only if the general meeting of shareholders subsequently approves the actions performed by them.

(12) Persons declared incapable or persons convicted of fraud, theft of property from the owner's assets through misappropriation, embezzlement or abuse of office, deception or breach of trust, forgery, false testimony, giving or taking bribes, as well as for other offenses provided by the legislation, but who have not definitively served their sentence, cannot be founders.

Article 32. Constituent documents

(1) The constituent documents of the company are the company contract (declaration of constitution of the company) and the company's articles of association.

(2) The company contract (declaration of constitution of the company) has priority over the company's articles of association until its state registration.

(3) The effect of the company contract (declaration of constitution of the company) ceases after the state registration of the company and the fulfillment by the founders of all their obligations.

(4) The information in the company's incorporation documents may not be the object of trade secrets.

(5) The amendments and additions made to the incorporation documents relating to the modification of the identification data, the name and the legal address of the company shall be submitted to the National Commission of the Financial Market within 15 working days from the date of registration of these amendments, for their entry into the State Register of Securities. For this purpose, the following documents shall be submitted:

a) the application regarding the making of amendments in the State Register of Securities;

b) the original or the notarized copy of the decision of the state registration body regarding the amendment of the company's incorporation documents;

c) the original (originals) of the Certificate of State Registration of Securities;

d) the copy of the payment order for the payment of the fee in the amount established by the Law on the National Commission of the Financial Market.

Article 33. The Company Contract

(1) The company contract establishes the conditions of the joint activity of the founders for the purpose of establishing the company.

(2) The company contract shall include:

a) the name, surname, numbers of the identity documents (names, numbers of the state registration certificates) of the founders, their domicile (registered office), citizenship (place of registration), as well as other data about the founders necessary to be entered in the State Register of Commerce;

b) the full and the abbreviated name of the company being established, its registered office;

c) the purpose and object of activity of the company;

d) the estimated size of the share capital;

e) the classes and the number of shares placed at the establishment of the company;

f) the characteristics of each class of shares placed at the establishment of the company;

g) the amount, the manner and the terms of payment for the shares acquired by the founders;

h) the manner and the terms of establishment of the company, the obligations of the founders and their liability;

i) the list of founders authorized to file the application for registration of the company;

j) the manner and the terms of preparing and holding the constitutive meeting;

k) the manner and the terms of reimbursement of the expenses for the establishment and registration of the company.

(3) The company contract may also include other data that are not in contradiction with the legislation.

(4) The company contract shall be drawn up in the state language, signed by all founders and notarized.

(5) The declaration of incorporation of the company shall include the same data and shall be executed in the same manner as the company contract.

Article 34. Placement of shares at the establishment of the company

(1) The placement of shares at the establishment of the company shall be carried out under the conditions of this law, the legislation on the capital market and the company contract, through a closed issue.

(2) The shares of the company being established shall be placed only among the founders.

(3) At the establishment of the company, the placement of shares at a price lower than their nominal value shall not be allowed, if this value is established in the company contract.

(4) The monetary means for the payment of shares shall be deposited by the founders into provisional bank accounts based on the company contract (declaration of incorporation of the company). The interest obtained as a result of the use of these means by the bank shall be transferred to the same accounts.

The founders shall not have the right to use the mentioned means until the registration of the company or until the moment the company is considered not to have been constituted.

(5) Non-monetary contributions for the payment of shares shall be handed over by an act of transfer-receipt by the founders to the executive body of the company within one month from the date of state registration of the company.

(6) Founders who have made non-monetary contributions to the share capital of the company in an incomplete volume:

a) shall be jointly liable, up to the unpaid part of these contributions, for the obligations of the company arising after its state registration;

b) may transfer to third parties their obligations towards the company only through the transfer of debt.

[Art.34 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.34 amended by Law no.33 of 06.03.2012, in force 25.05.2012]

Article 35. The Company Statute

(1) The company statute shall include:

a) the full and the abbreviated name of the company, its registered office;

b) the purpose, object of activity and duration of the company;

c) the size of the share capital;

d) the classes and the number of shares placed;

e) the characteristics of each class of shares placed;

f) the rights and obligations of shareholders;

g) the structure, attributions, manner of constitution and functioning of the company's governing bodies;

h) the manner of taking decisions by the company's governing bodies, including the list of matters on which the decision is taken by a qualified majority of votes or unanimously;

i) the manner and the terms of preparing and holding the general meeting of shareholders;

j) the manner of issuing shares, including the granting of the pre-emption right in accordance with this law;

k) the manner of alienation of shares;

l) the manner of concluding major transactions and transactions with a conflict of interest;

m) the manner of issuing bonds;

n) the manner and the terms of payment of dividends and covering the company's losses;

o) the manner of creating and using the reserve capital;

p) the name and registered office of the company's branches and representative offices;

q) the grounds and manner of reorganization or dissolution of the company according to the decision of the general meeting of shareholders.

(2) The company statute may also include other data that are not in contradiction with the legislation.

(3) The provisions of the company statute are binding for the persons with responsible positions and the shareholders of the company.

(4) The provisions of the company statute that are in contradiction with the legislation are invalid from the date of their adoption.

(5) The amendments and additions made to the company's articles of incorporation or the articles of incorporation in a new wording enter into force on the date of their state registration.

[Art.35 supplemented by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 36. The constitutive assembly

(1) The constitutive assembly is held within the term provided by the company contract, under the condition of full payment by the company's founders of the monetary means on account of the payment of the shares placed at the company's incorporation.

(2) The constitutive assembly is legal (has quorum) if all founders or their representatives are present. In case of lack of quorum, the assembly is convened repeatedly.

(3) If the quorum is also missing at the repeatedly convened constitutive assembly, it is considered that the founding of the company did not take place by the decision of the founders and their representatives present. This decision is brought to the attention of all founders within 7 days from the date of its adoption.

(4) The constitutive assembly:

a) approves the value of the non-monetary contributions to be made on account of the payment of the shares placed at the company's incorporation;

b) decides regarding the founding of the company and approves its articles of incorporation;

c) constitutes the governing bodies of the company, provided by this law and by the company's articles of incorporation;

d) resolves other matters related to the establishment and commencement of the company's operation, which are not in contradiction with the legislation and with the incorporation documents.

(5) At the constitutive assembly, all decisions are taken unanimously and are recorded in a minutes in the manner established in art.64 para.(1) and (2).

(6) In case of non-execution by the founders of the provisions of this article, it may be considered, according to the court's decision, that the founding of the company did not take place. The right to address the court with a request for considering that the founding of the company did not take place is held by any founder or shareholder of the company.

(7) In case of the establishment of the company as a result of the reorganization of a commercial company, the basis for its establishment is the reorganization decision approved by the competent governing body.

[Art.36 modified by Law no.73 of 15.04.2011, in force 03.06.2011]

Chapter 5 REGISTRATION

Article 37. Registration of the company and its patrimony

(1) The company is subject to state registration in the manner established by the legislation.

(2) The company is considered established (acquires rights of a legal person) on the date of its state registration.

(3) The company, within 2 months from the date of state registration, is obliged to register the movable and immovable property handed over by the founders, which are subject to registration in accordance with the legislation.

Article 38. Registration of shares placed at the company's incorporation. Making the first entries in the shareholders' register

(1) For the state registration of the shares placed at its incorporation, the company is obliged to present to the National Commission of Financial Market the following documents:

a) the application for registration of the shares placed at the company's incorporation;

b) the incorporation documents of the issuer in original or their copies certified by a notary or by the state registration body, including the minutes of the founders' assembly, certified in accordance with the provisions of the legislation;

c) the list of subscribers to shares (founders), in two copies. This list shall include the name (designation) and identification data of the subscribers, the number of subscribed shares and the amounts deposited on account of their payment;

d) the copy of the contract regarding the keeping of the register of holders of securities or the documents regarding obtaining the license for keeping the register independently;

e) the bank confirmation of the deposit of monetary means on account of the payment of the shares placed at the company's incorporation;

f) in case of existence of non-monetary contributions – the handover-acceptance act to the company of the non-monetary contributions on account of the payment of the subscribed shares, the decision of the constitutive assembly regarding the approval of the value of the non-monetary contributions and the copy of the report of the specialized organization that performed the estimation of the market value of these contributions, which is not an affiliated person of the company, except for the cases provided in letter f1 );

f 1 ) in case the company is constituted following the reorganization through transformation of the legal person – the reorganization decision, the reorganization balance sheet and the acceptance-handover act, approved by the competent governing body;

g) the documents confirming the registration, after the established company, of the movable and immovable property, handed over by the founders as contribution for the formation of the share capital and which are subject to registration in accordance with the legislation;

h) the copy of the financial report at the last management date, if the date of state registration is preceded by the management period;

i) the copy of the payment order regarding the payment of the fee in the amount established by the Law on the National Commission of Financial Market.

(2) The documents provided in para.(1) shall be presented within 15 days from the date of:

a) state registration of the company, if the company contract does not provide for the deposit of non-monetary contributions on account of the payment of shares; or

b) fulfillment of the requirements provided in art.37 para.(3).

(3) Non-execution of the provisions of para.(1) constitutes grounds for the dissolution of the company according to the court's decision. The right to address the court with a request for the dissolution of the company is held by any founder of it.

(4) The state registration of the shares placed at the company's incorporation is performed in the manner established by the normative acts of the National Commission of Financial Market within 5 working days from the date of presentation of the necessary documents and includes:

a) recognition of the validity of the subscription to shares;

b) assignment of the state registration number to each class of placed shares;

c) making the respective registration in the State Register of Securities.

(41 ) If inaccuracies are found in the submitted documents, the National Commission of Financial Market shall notify the company thereof at least 2 working days before the expiry of the term provided in para. (4), indicating how to remove the inaccuracies found.

(5) The company, within 15 days from the date of state registration of the shares placed upon the incorporation of the company, is obliged to ensure the drawing up of the shareholders' register and the making therein of the first entries regarding the shareholders, their legal representatives or the custodians of the shares.

(6) The first entries in the shareholders' register shall be made on the basis of the decision of the National Commission of Financial Market regarding the registration of the shares placed upon the incorporation of the company and of the list of the subscribers of shares.

[Art.38 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.38 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

TITLE III CAPITAL, PROFIT, DIVIDENDS Chapter 6 CAPITAL OF THE COMPANY

Article 39. Net assets

(1) Net assets of the company are the assets exempt from the obligations (debts) of the company.

(2) The source of the net assets is the company's own capital, constituted of the share capital, additional capital and reserve capital, of the undistributed profit, as well as of other means provided by legislation.

(3) The net assets shall be calculated according to the inventory value (initial), and in the cases provided by legislation, according to the current market value.

(4) The manner of determining the value of the net assets (own capital) of the company, as well as of reflecting them in the financial reports, shall be established by legislation.

(5) The value of the net assets of the company may not be lower than the amount of its share capital.

(6) If, upon the expiry of 3 consecutive financial years, except for the first financial year, the value of the net assets of the company, according to the annual balance sheet of the company, is lower than the amount of the share capital, any shareholder of the company is entitled to request the annual general meeting of shareholders to adopt one of the following decisions:

a) regarding the reduction of the share capital;

b) regarding the increase of the value of the net assets by making additional contributions by the shareholders of the company in the manner provided by the company's articles of incorporation;

c) regarding the dissolution of the company;

d) regarding the transformation of the company into another legal form of organization.

(61 ) Proposals regarding the inclusion in the agenda of the annual general meeting of shareholders of the matters provided in para. (6) shall be submitted in accordance with the provisions of art.52 and 59.

(7) If the general meeting of shareholders has not adopted any of the decisions provided in para. (6), the shareholders who voted "for" the given decision have the right to request the redemption of the shares in accordance with the provisions of art.79.

(71 ) If, according to the last balance sheet, the value of the net assets of the company is lower than the amount of the share capital, except for the case when the value of the net assets is negative, the company is entitled to additionally issue only shares by closed issue.

(72 ) The company whose net assets, according to the last balance sheet, have a negative value is obliged to publish a notice in this regard in the Official Gazette of the Republic of Moldova and has no right to issue securities.

(8) Non-execution of the provisions of para. (6) and (7) constitutes grounds for the dissolution of the company according to the decision of the court of law. The right to address the court of law with a request for the dissolution of the company is held by any shareholder thereof.

[Art.39 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.39 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 40. Share capital

(1) The share capital of the company determines the minimum value of the net assets of the company, which ensures the patrimonial interests of the creditors and shareholders.

(2) The share capital of the company may not be less than 20000 lei.

(3) The share capital is constituted of the value of the contributions received on account of the payment of the shares and shall be equal to the sum of the nominal (fixed) value of the placed shares, if this has been established.

(4) If the value of the contributions made on account of the payment of the shares exceeds the nominal (fixed) value of the placed shares, this excess constitutes the additional capital of the company, which may be used only for increasing the share capital of the company.

(5) If the company has placed shares whose nominal (fixed) value has not been established, the share capital shall be equal to the total value of the contributions made on account of the payment of the shares.

[Para.(6) art.40 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

(7) The amount of the share capital shall be indicated in the articles of incorporation, balance sheet, shareholders' register and on the letterhead of the company.

Article 41. Contributions to the share capital

(1) The types of contributions to the share capital of the company shall be established by this law, by the company contract or by the decision regarding the additional issue of shares.

(2) Contributions to the share capital may be:

a) monetary means;

b) fully paid securities;

c) other goods, including patrimonial rights or other rights that can be evaluated in money;

d) the obligations (debts) of the company towards creditors.

(3) Non-monetary contributions to the share capital may be transmitted to the company with the right of ownership or with the right of use.

(4) Objects of public property that are not subject to privatization may be transmitted to the company as a contribution to the share capital only with the right of use.

(5) The market value of the non-monetary contributions transferred to the company with a right of use shall be determined based on the payment for use calculated for the period established in the company's incorporation documents or in the resolution of the general meeting of shareholders.

(6) The market value of the non-monetary contributions shall be approved by the resolution of the constitutive meeting or of the general meeting of shareholders or by the decision of the company's board, based on the organized market prices published on the date of transfer of these contributions.

(7) The market value of the non-monetary contribution to the company's share capital shall be approved on the basis of the report of the audit company or of another specialized organization that is not an affiliated person of the company.

(8) In the case of extension of the right of use of the non-monetary contributions assigned to the company, the company is obliged to additionally issue shares to the owner of these contributions in the manner provided by the incorporation documents or by the resolution of the general meeting of shareholders of the company.

(9) In the case of early termination of the right of use of the non-monetary contributions assigned to the company, the shareholder is obliged to return to the company the dividends and shares received in excess, in the manner provided by the incorporation documents or by the resolution of the general meeting of shareholders of the company.

(10) The modification, in accordance with the legislation, of the inventory value of the company's patrimony, including that contributed as a contribution to the share capital, does not constitute grounds for modifying the size of the share capital and the shareholders' holdings therein unless the legislation, the company's articles of association, or the resolution of the general meeting of shareholders provide otherwise. For joint-stock companies in the process of reorganization in accordance with Insolvency Law No. 149 of 29 June 2012, the modification of the share capital shall be carried out on the basis of the company's reorganization plan.

(11) Contributions to the share capital cannot be:

a) the monetary valuation of the founders' activity for the establishment of the company, as well as the work activity of the shareholders who work in the company;

b) the obligations (debts) of the founders, shareholders of the company and of other persons;

c) movable and immovable property not registered, including products of intellectual activity, subject to registration in accordance with the legislation;

d) property belonging to the acquirer of shares with the right of economic administration or operational management, without the consent of the owner of such property;

e) property intended for current consumption of the civilian population, property whose circulation is prohibited or restricted by legislative acts.

[Art.41 completed by Law No.106 of 28.05.2015, in force 19.06.2015]

[Art.41 amended by Law No.324 of 23.12.2013, in force 01.01.2014]

Article 42. Procedure for modifying the share capital

(1) The share capital of the company may be modified by increasing or reducing it, in accordance with this law, with the legislation on the capital market and with the company's articles of association.

(2) The decision to modify the share capital shall be taken by the general meeting of shareholders.

(3) The decision to modify the share capital shall contain the reasons, the manner and the volume of the modification of the share capital, as well as data on the number of placed or cancelled shares of the company and their nominal (fixed) value, if this is established.

(4) The modification of the share capital, as well as of the classes, number and nominal value of the placed shares, shall be reflected in the company's articles of association and registered in the manner provided by this law and other legislative acts.

(5) The company is obliged to register with the National Commission of the Financial Market, in the manner established by its normative acts, the totals of the additional issue of shares or the cancellation of treasury shares. Without the mentioned registration, the registration of the modification of the company's share capital shall not be allowed.

(6) The registered modification of the share capital shall be reflected in the balance sheet, in the shareholders' register and on the company's letterhead.

[Art.42 amended by Law No.106 of 28.05.2015, in force 19.06.2015]

[Art.42 completed by Law No.73 of 15.04.2011, in force 03.06.2011]

Article 43. Increase of the share capital

(1) The share capital of the company may be increased by:

a) increasing the nominal (fixed) value of the placed shares; and/or

b) placing shares of the additional issue.

(2) When increasing the nominal value of the shares, the holdings of their holders shall remain unchanged.

(3) Sources of the increase of the share capital may be:

a) the company's own capital within the limit of the part exceeding its share capital; and/or

b) the contributions received from the acquirers of shares.

(4) The increase of the nominal (fixed) value of the placed shares shall be carried out in equal proportion for all shares of the company, unless the articles of association provide that this increase in value extends to shares of one class or several classes.

(5) The share capital cannot be increased and shares cannot be issued until the treasury shares of the issuer are disposed of, in accordance with art.13 para.(9), and/or all stages related to the previously approved increase of the share capital are completed.

[Art.43 completed by Law No.106 of 28.05.2015, in force 19.06.2015]

[Art.43 amended by Law No.73 of 15.04.2011, in force 03.06.2011]

Article 44. Placement of shares of the additional issue

(1) The placement of shares of the additional issue shall be carried out in accordance with this law, with the legislation on the capital market, with the company's articles of association and with the decision on the additional issue of shares.

(2) The additional issue of shares shall be carried out after the state registration of the shares placed at the establishment of the company.

(3) The conditions of the additional issue of shares, including the cost of their placement, shall be the same for all acquirers of shares. The cost of placing shares of the same class shall be not less than their nominal value or fixed value.

(4) The joint-stock company has the right to issue shares by closed or public offering.

[Para.(5) art.44 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

(6) The shares of the additional issue paid in full with the net assets (equity) of the company shall be distributed among the shareholders of the company free of charge, in accordance with the classes and proportionally to the number of shares belonging to them.

[Para.(7)-(9) art.44 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

(10) The entries related to the additional issue of shares shall be made in the shareholders' register based on the Certificate of state registration of securities and the list of subscribers of shares of the respective issue.

[Art.44 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 45. Reduction of share capital

(1) The share capital of the company may be reduced by:

a) reducing the nominal (fixed) value of the placed shares; and/or

b) cancellation of treasury shares.

(2) Reduction of the share capital below the limit established in art.40 para.(2) is not allowed.

(3) The decision on the reduction of the share capital shall be published by the company within 15 days from the date of its adoption.

(4) The company's creditors, within one month from the date of publication of the decision on the reduction of the share capital, have the right to request from the company, at its choice:

a) provision of collateral or guaranteeing the obligations assumed by it; or

b) early performance or early termination of the company's obligations and compensation for damages caused by it.

(5) In the absence of claims against the company from creditors, the decision to reduce the share capital shall enter into force 30 days after the date of publication. If the claims mentioned in para.(4) exist, the decision to reduce the share capital shall enter into force after their satisfaction.

(6) If the general meeting of shareholders has decided to pay shareholders a part of the company's net assets due to the reduction of its share capital, this payment shall be made only after the registration of the respective amendments in the company's articles of incorporation, except for the cases provided in

art.14 of Law no.121-XVI of 4 May 2007 on the administration and denationalization of public property, when the payment is made after the adoption of the respective decision by the general meeting of shareholders.

(7) For the registration in the State Register of Securities of the amendments related to the reduction of the share capital in accordance with para.(1), the company is obliged to submit to the National Commission of the Financial Market the following documents:

a) the application for registration of the amendments;

b) the minutes of the general meeting of shareholders, with all annexes provided in art.64 para.(3);

c) a copy of the notice on the reduction of the share capital, published in the Official Gazette of the Republic of Moldova;

d) confirmation of the absence, satisfaction or provision of guarantees for the satisfaction of creditors' claims;

e) the extract from the issuer's account regarding the existence of treasury shares, issued by the registrar (in the case provided in para.(1) letter b));

f) the original(s) of the Certificate of state registration of securities;

g) the authorization of the specialized central body that manages the state's block of shares in the issuer's share capital, in accordance with the legislation in force;

h) the accounting balance sheet as of the last management date;

i) a copy of the payment order regarding the payment of the fee in the amount established by the Law on the National Commission of the Financial Market. [Art.45 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 46. Reserve capital

(1) The company shall form a reserve capital, the size of which shall be established by the articles of incorporation and shall constitute not less than 10% of the company's share capital.

(2) The reserve capital shall be formed from annual allocations from the net profit until the size provided by the company's articles of incorporation is reached. The volume of allocations shall be established by the general meeting of shareholders and shall constitute not less than 5% of the company's net profit.

(3) The reserve capital must be placed in highly liquid assets that would ensure its use at any time.

(4) The reserve capital may be used only to cover the company's losses and/or to increase its share capital.

Chapter 7 COMPANY PROFIT AND DIVIDENDS

Article 47. Profit (losses) of the company

(1) The profit (losses) of the company shall be determined in accordance with the provisions of the legislation.

(2) Net profit is formed after payment of taxes and other mandatory payments and remains at the company's disposal.

(3) Net profit may be used for:

a) covering losses from previous years;

b) forming the reserve capital;

c) paying remuneration to the members of the company's board and the audit commission;

d) investing for the development of production;

e) paying dividends; as well as for

f) other purposes, in accordance with the legislation and the company's articles of incorporation.

(4) The decision on the distribution of net profit during the financial year shall be taken by the company's board, based on the distribution norms approved by the general meeting of shareholders, and the decision on the distribution of the annual net profit shall be taken by the annual general meeting of shareholders, upon the proposal of the company's board.

Article 48. Dividends

(1) The share of the company's net profit that is distributed among shareholders in accordance with the classes and proportionally to the number of shares belonging to them constitutes a dividend.

(2) The company has the right to pay interim (quarterly, semi-annual) and annual dividends on shares in circulation.

(3) The company has no right to guarantee the payment of dividends.

(4) The company's obligations regarding the payment of dividends arise on the date of announcing the decision on their payment.

(5) The company is not entitled to adopt a decision on the payment of dividends:

a) until the redemption of the placed shares to be redeemed in accordance with

art.79 para.(2);

b) if, on the date of adopting the decision on the payment of dividends, the company is insolvent or the payment of dividends will lead to its insolvency;

c) if the value of net assets, according to the company's latest balance sheet, is less than its share capital or will become less as a result of the payment of dividends;

d) on ordinary shares if no decision has been adopted on the payment of dividends on preference shares;

e) on any shares, if the due interest on bonds has not been paid.

Article 49. Payment of dividends

(1) The decision on the payment of interim dividends is adopted by the company's board, and the decision on the payment of annual dividends is adopted by the general meeting of shareholders, on the proposal of the company's board.

(2) The decision on the payment of dividends shall indicate:

a) the date on which the list of shareholders entitled to receive dividends is drawn up;

b) the amount of dividends per share of each class in circulation;

c) the form and term of payment of dividends.

(3) For each payment of dividends, the company's board shall ensure the drawing up of the list of shareholders entitled to receive dividends.

(4) The list of shareholders entitled to receive interim dividends shall include the shareholders and custodians of shares registered in the shareholders' register no later than 15 days before the adoption of the decision on the payment of interim dividends, and the list of shareholders entitled to receive annual dividends shall include the shareholders and custodians of shares registered in the said register on the date fixed by the company's board in accordance with art.54 para.(2) and (5).

(5) The general meeting of shareholders is entitled to approve annual dividends in an amount not less than the interim dividends paid.

(6) The amount of dividends announced per share of the same class must be equal, regardless of the term of placement of the shares.

(7) Dividends are paid in monetary means, and in the cases provided by the company's articles of incorporation, are paid in treasury shares or shares of an additional issue or other goods intended for consumption by the civilian population, whose circulation is not prohibited or restricted by legislative acts.

(8) For the payment of dividends fixed on preference shares, a special fund may be constituted from allocations from the company's net profit.

(9) Dividends on shares of the same class may be paid in shares of another class only on the basis of decisions adopted in the manner provided in art.25 para.(11).

(10) The term of payment of dividends is established by the body that adopted the payment decision in accordance with the company's articles of incorporation, but may not exceed 3 months from the date of adopting the decision on their payment, except for the cases provided in paragraph (11).

(11) Joint-stock companies whose share capital also includes a share of public property shall transfer to the respective budget, by 30 June inclusive of the year immediately following the management year, the dividends paid in monetary means, calculated according to the results of the activity of the management year, on the basis of the decision of the general meeting of shareholders and in accordance with the structure of the share capital. Within the same term, the report on dividends calculated according to the results of the activity of the joint-stock company shall be submitted to the State Fiscal Service. In case of failure to pay on time to the budget the dividends related to the share of public property in the share capital of the joint-stock company, the State Fiscal Service shall apply the late payment increase, as well as forced execution of obligations not fulfilled on time, in accordance with Title V of the Fiscal Code.

(111 ) The report on dividends related to the share of public property in the share capital of the joint-stock company shall be submitted using, mandatorily, automated electronic reporting methods, under the conditions stipulated in art.187 para.(21 ) of the Fiscal Code.

(12) The decision on the payment of dividends shall be published as soon as possible, but no later than 7 working days from the date of its adoption, in the press body provided by the company's articles of incorporation.

The decision on the payment of dividends by the company whose circulation of issued securities is in accordance with the provisions of art.II para.(3) of Law no.163-XVI of 13 July 2007 shall be brought to the attention of each shareholder as soon as possible, but no later than 7 working days from the date of its adoption, and may also be published according to the decision of the general meeting of shareholders.

(13) Dividends that have not been received by the shareholder through his own fault within 3 years from the date the right to receive them arose shall be transferred to the company's income and may not be claimed by the shareholder.

[Art.49 amended by Law no.178 of 21.07.2017, in force 18.08.2017]

[Art.49 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.49 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.49 supplemented by Law no.48 of 26.03.2011, in force 01.01.2012]

[Art.49 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

TITLE IV MANAGEMENT BODIES OF THE COMPANY Chapter 8 GENERAL MEETING OF SHAREHOLDERS

Article 50. The general meeting of shareholders and its powers

(1) The general meeting of shareholders is the supreme management body of the company and is held at least once a year.

(2) Decisions of the general meeting of shareholders on matters within its powers are binding on the persons with management positions and the shareholders of the company. If the number of shareholders of the company is not greater than one, the decision of the general meeting of shareholders shall be considered the sole decision taken by that shareholder.

(3) The general meeting of shareholders has the following exclusive powers:

a) approves the company's articles of association in a new wording or the amendments and additions made to the articles, including those related to changing the classes and number of shares, the conversion, consolidation or splitting of the company's shares, except for the amendments and additions provided for in Art. 65 para. (2)

letter g);

a1) approves the corporate governance code, as well as its amendment or completion;

b) decides on the modification of the share capital;

b1) the manner of ensuring shareholders' access to the company's documents provided for in Art. 92 para. (1);

c) approves the regulation of the company's board, elects its members and terminates their mandates before term, establishes the amount of remuneration for their work, annual remunerations and compensations, as well as decides on holding liable or releasing from liability the members of the company's board;

d) approves the regulation of the audit commission, elects its members and terminates their mandates before term, establishes the amount of remuneration for their work and compensations, as well as decides on holding liable or releasing from liability the members of the audit commission;

e) confirms the audit company for performing the ordinary mandatory audit and establishes the amount of remuneration for its services;

f) decides on concluding the large-scale transactions provided for in Art. 83 para. (2) and transactions with a conflict of interest exceeding 10% of the value of the company's assets, according to the latest financial report;

g) decides on the issuance of convertible bonds;

h) examines the company's annual financial report, approves the annual report of the company's board and the annual report of the audit commission;

i) approves the norms for distributing the company's net profit;

j) decides on the distribution of the annual net profit, including the payment of annual dividends, or on covering the company's losses;

j1) decides on the alienation or transfer of treasury shares to the shareholders and/or employees of the company;

k) decides on the reorganization or dissolution of the company;

l) approves the transfer-acceptance act, the division balance sheet, the consolidated balance sheet or the liquidation balance sheet of the company.

(4) The general meeting of shareholders, unless the company's articles of association provide otherwise, also approves:

a) the priority directions of the company's activity;

b) the manner of notifying shareholders about holding the general meeting, as well as the manner of presenting to shareholders the materials on the agenda of the general meeting for their familiarization;

c) the regulation of the company's executive body and the decisions regarding the election of the executive body and the appointment of its head or the early termination of his mandate, regarding the establishment of the amount of remuneration for his work, remuneration and compensations, regarding holding him liable or releasing him from liability;

d) the quarterly reports of the company's executive body;

e) the decisions regarding the opening, transformation or dissolution of subsidiaries and representative offices, regarding the appointment and dismissal of their heads, as well as the amendments and additions made to the articles of association in connection with this.

(5) The matters provided for in para. (3) cannot be transferred for examination to other management bodies of the company, and the matters provided for in para. (4) can be transferred for examination only to the company's board based on the decision of the general meeting of shareholders.

(6) The general meeting of shareholders is entitled to decide on matters which, according to this law or the company's articles of association, fall within the powers of the company's board.

(7) If other management bodies of the company cannot resolve a matter falling within their powers, they are entitled to request the general meeting of shareholders to resolve this matter.

(8) The court is not entitled to prohibit or postpone the holding of the general meeting of shareholders.

(9) The general meeting of shareholders is held on the territory of the Republic of Moldova, unless the company's articles of association or the decision of the general meeting provide otherwise. The holding of the general meeting outside the territory of the Republic of Moldova is approved unanimously by the shareholders representing the entire share capital of the company.

[Art. 50 completed by Law no. 106 of 28.05.2015, in force 19.06.2015]

[Art. 50 amended by Law no. 324 of 23.12.2013, in force 01.01.2014]

[Art. 50 amended by Law no. 73 of 15.04.2011, in force 03.06.2011]

Article 51. Forms and terms of holding the general meeting of shareholders

(1) The general meeting of shareholders may be ordinary annual or extraordinary.

(2) The general meeting of shareholders is held with the presence of shareholders, by correspondence or in mixed form.

(3) The ordinary annual general meeting of shareholders is held no earlier than one month and no later than two months from the date of receipt by the relevant financial body of the company's annual financial report. A company with a number of shareholders greater than 5000 is obliged to hold regional general meetings if at two previous meetings the quorum provided for by this law was not met. The agenda of these meetings shall be identical to the agenda of the ordinary annual or extraordinary meeting that did not take place.

(4) Extraordinary general meetings of shareholders are held on the grounds provided for by this law, by the company's articles of association or by the general meeting.

(5) The term for holding the extraordinary general meeting of shareholders is established by the decision of the company's council, but may not exceed 30 days from the date the company receives the request to hold such a meeting, except in the cases provided for in Art. 66 para. (13).

[Art. 51 amended by Law No. 106 of 28.05.2015, in force 19.06.2015]

[Art. 51 amended by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 52. Drawing up the agenda of the annual ordinary general meeting of shareholders

(1) The agenda of the annual ordinary general meeting of shareholders, the list of candidates for the company's governing bodies shall be drawn up by the company's council or by the executive body on the basis of

Art. 53 para. (2), taking into account, mandatorily, the requests of shareholders holding at least 5% of the company's voting shares, as well as the requests of shareholders provided for in Art. 39 para. (6).

(2) If the annual ordinary general meeting is held with the attendance of shareholders or in mixed form, the shareholders mentioned in para. (1) are entitled to submit:

a) until 20 January of the year following the management year, a request regarding the inclusion in the agenda of the annual ordinary general meeting of at most two matters;

b) no later than 20 days before the date of holding the annual ordinary general meeting, a request regarding the proposal of candidates for the positions of members of the company's council and of the audit commission.

[Para. (3) of Art. 52 repealed by Law No. 73 of 15.04.2011, in force 03.06.2011]

(4) The matters proposed to be included in the agenda of the annual general meeting of shareholders shall be formulated in writing, indicating the reasons for their inclusion, the names and surnames (designations) of the shareholders proposing the matter, as well as the classes and number of shares belonging to them.

(5) In the case of submitting the request for the inclusion of candidates in the list of candidacies to be put to the vote at the general meeting of shareholders, including in the case of proposing one's own candidacy, the names and surnames of the candidates shall be indicated, data regarding their education, place of work and position held in the last 5 years of activity, any existing conflicts of interest, membership on the council of other companies, the classes and number of shares belonging to them, as well as the names and surnames (designations)

of the shareholders who submitted the request, the classes and number of shares belonging to them. To this request shall be attached the written consent of each candidate, which shall include a declaration, on their own responsibility, that they do not fall under the restrictions provided for in Art. 66 para. (6), as well as confirmation that the persons who signed the request hold, alone or together, at least 5% of the company's voting shares.

(6) The request mentioned in para. (2) shall be signed by all persons who submitted it.

(7) The company's council is obliged to examine the shareholders' requests received by 20 January, to decide on granting them or refusing to grant them, and to send the shareholders the decision taken no later than 10 February of the year following the management year.

(8) The meeting of the company's council, at which the shareholders' requests regarding the proposal of candidates for the positions of members of the company's council and of the audit commission are examined and the lists of candidates for the positions of members of these bodies of the company are approved, shall be held no later than 15 days before the date of holding the annual ordinary general meeting of shareholders. The decision taken regarding the granting of the shareholders' requests or the refusal to grant them shall be sent to the shareholders within at most 3 days from the date it was taken.

(9) The company's council is not entitled to modify the wording of the matters proposed to be included in the agenda of the general meeting of shareholders.

(10) The total number of candidates for the position of member of the company's council or of the audit commission, including their reserve, entered in the list of candidacies to be put to the vote at the general meeting of shareholders, must exceed the numerical composition of these governing bodies.

(11) The reserve of the company's council and of the audit commission is constituted for the purpose of replacing the members of these bodies who cannot exercise their functions.

(12) The company's council may decide on the refusal to include the matter in the agenda of the annual general meeting of shareholders or the candidates in the list of candidacies to be put to the vote for the election of the company's governing bodies only in the cases where:

a) the matter, proposed to be included in the agenda of the general meeting, does not fall within the competence of the general meeting; or

b) the data provided for in para. (4) and para. (5) were not submitted in full; or

c) the shareholders who made the proposal hold less than 5% of the company's voting shares. This restriction does not apply to shareholders who submitted proposals under Art. 39 para. (6); or

d) the term established in para. (2) was not observed.

(13) The evasion of taking a decision, as well as the decision of the company's council regarding the refusal to include the matter in the agenda of the annual general meeting of shareholders or the candidates in the list of candidacies to be put to the vote for the election of the company's governing bodies may be challenged before the company's governing bodies and/or the National Commission of the Financial Market, and/or in court.

[Art. 52 supplemented by Law No. 106 of 28.05.2015, in force 19.06.2015]

[Art. 52 amended by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 53. Convening the general meeting of shareholders

(1) The annual ordinary general meeting of shareholders is convened by the company's executive body on the basis of the decision of the company's council.

(2) If the company's board has not approved the decision regarding the holding of the annual ordinary general meeting or has not ensured its holding within the term indicated in Art. 51 para. (3), it shall be convened in the manner established for its convocation by the company's board, upon the decision of the company's executive body, taken:

a) on the initiative of the executive body; or

b) at the request of the company's audit commission or of the audit company, if the latter exercises the powers of the audit commission; or

c) at the request of any shareholder; or

d) on the basis of a court decision.

(3) The extraordinary general meeting of shareholders shall be convened by the company's executive body on the basis of the decision of the company's board or, in the case provided for in Art. 69 para. (3), of the executive body, taken:

a) on the initiative of the company's board; or

b) at the request of the company's audit commission or of the audit company, if the latter exercises the powers of the audit commission; or

c) at the request of shareholders holding at least 25% of the company's voting shares on the date of submission of the request; or

d) on the basis of a court decision.

(4) In the request of the audit commission (audit company) regarding the convocation of the extraordinary general meeting of shareholders, the matters to be included in the agenda of the general meeting shall be formulated, indicating the reasons for their inclusion and the persons who submitted this request. If the request is initiated by shareholders, it shall also contain the data provided for in Art. 52 para. (4) and para. (5).

(5) The request for convocation of the extraordinary general meeting of shareholders shall be signed by all persons requesting its convocation.

(6) If no governing body of the company is able, under the conditions of the law, to adopt decisions regarding the convocation and holding of the annual general meeting of shareholders, these duties shall be exercised by the shareholders holding at least 25% of the company's voting shares and who have agreed upon its convocation, the expenses incurred being compensated from the company's account.

(7) Within 15 days from the date of receipt of the request for convocation of the extraordinary general meeting of shareholders, the company's board:

a) shall decide regarding the convocation of the general meeting and shall ensure that the shareholders are informed about it; or

b) shall decide regarding the refusal to convene the general meeting and shall send this decision to the persons requesting its convocation.

(8) In the decision regarding the convocation of the general meeting of shareholders, the following shall be indicated:

a) the governing body that decided regarding the convocation of the general meeting or other persons who convene the general meeting in accordance with para. (11);

b) the date, time and place of holding the general meeting, as well as the time of registration of its participants;

c) in what form the general meeting shall be held;

d) the agenda;

e) the date on which the list of shareholders entitled to participate in the general meeting must be drawn up;

f) the terms, time and place for shareholders to familiarize themselves with the materials for the agenda of the general meeting;

g) the manner and term for communicating to shareholders the result of voting by correspondence or in mixed form;

h) the manner of notifying shareholders about the holding of the general meeting;

i) the text of the voting ballot, if it is decided that the voting procedure at the general meeting shall be carried out using ballots;

j) the company secretary or the appointed members of the registration commission.

(9) The company's board is not entitled to modify the proposed form of holding the extraordinary general meeting of shareholders.

(10) The decision regarding the refusal to convene the extraordinary general meeting of shareholders may be taken in cases where:

a) the matters proposed to be included in the agenda of the general meeting do not fall within its competence; or

b) the manner of submitting requests for convocation of the general meeting provided for in para. (3)–(5) has not been complied with.

(11) If, within the term provided for in para. (7), the company's board has not taken a decision regarding the convocation of the extraordinary general meeting of shareholders or has taken a decision regarding the refusal to convene it, the persons indicated in para. (3) lit. b) and lit. c) are entitled:

a) to convene the general meeting in the manner established for the company's board; and/or

b) to challenge in court the evasion by the company's board of taking a decision or the refusal to convene the general meeting.

(12) The person who keeps the company's register of shareholders shall present to the persons who convene the extraordinary general meeting in accordance with para. (11) the list of shareholders entitled to participate in this meeting.

(13) If the extraordinary general meeting of shareholders is convened by the persons indicated in para. (3) lit. b) and c), the expenses for preparing and holding the general meeting shall be borne by these persons.

(14) If the extraordinary general meeting of shareholders recognizes the convocation of this meeting as justified, the expenses mentioned in para. (13) shall be compensated from the company's account.

(15) The failure by the company to convene the general meeting of shareholders for 2 consecutive years constitutes grounds for the dissolution of the company on the basis of a court decision, except in the case of suspension of the company's activity in the manner provided by legislation. Any shareholder has the right to address the court with a request for dissolution of the company.

[Art. 53 supplemented by Law no. 106 of 28.05.2015, in force 19.06.2015]

[Art. 53 amended by Law no. 324 of 23.12.2013, in force 01.01.2014]

[Art. 53 amended by Law no. 73 of 15.04.2011, in force 03.06.2011]

Article 54. List of shareholders entitled to participate in the general meeting of shareholders

(1) The list of shareholders entitled to participate in the general meeting shall be drawn up by the person who keeps the company's register of shareholders on the date fixed by the company's board.

(2) The date on which the list of shareholders entitled to participate in the general meeting is drawn up may not precede the date of the decision to convene the general meeting of shareholders and may not exceed the term of 45 days before its holding.

(3) The list of shareholders shall include:

a) the date on which the list was drawn up;

b) the surname and first name (names) of the shareholders, their domicile (registered office), personal identification number (state identification number);

c) data on the custodians of the shares;

d) the classes and number of shares belonging to the shareholders or custodians;

d1 ) the total number of votes, the number of restricted votes and the number of votes with which the shareholder will participate in the adoption of decisions;

e) the full name of the person who keeps the company's register of shareholders;

f) the signature of the person who drew up the company's list of shareholders.

(4) The custodians of the shares, except for fiduciary administrators, registered in the company's register of shareholders, are obliged, at the request of the person who keeps the register of shareholders, to provide the latter with information:

a) about the owners of the shares and the number of shares held by them, valid as of the date on which the list of shareholders entitled to participate in the general meeting was to be drawn up; and

b) about the changes made to the list of shareholders entitled to participate in the general meeting, within the term established by the legislation on the capital market.

(41 ) For failure to comply with the provisions of paragraph (4), the custodians shall be liable in accordance with the legislation on the capital market.

(5) The list of shareholders may be modified only in the following cases:

a) restoration, according to a court decision, of the rights of shareholders who were not entered in the given list;

b) correction of errors made in drawing up the list;

c) transfer of shares by the persons entered in the list before the holding of the general meeting of shareholders.

[Art.54 amended by Law no.160 of 07.07.2016, in force 16.09.2016]

[Art.54 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.54 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 55. Information on the holding of the general meeting of shareholders

(1) In the case of companies that are public interest entities, the information on the holding of the general meeting of shareholders:

a) shall be published on the company's web page; and

b) shall be published in the Official Gazette of the Republic of Moldova, if the decision of the general meeting of shareholders or the company's articles of association do not provide for another press organ.

(11 ) In the case of companies that are not public interest entities, the information on the holding of the general meeting of shareholders:

a) shall be sent to each shareholder, their legal representative or the custodian of the shares, in the form of a notice, to the postal or electronic address or fax number indicated in the register of shareholders;

or

b) shall be published in the press organ provided for by the company's articles of association.

(12 ) The company's articles of association may provide for additional requirements regarding the manner of notifying shareholders about the holding of the general meeting of shareholders.

(2) Information on the holding of the general meeting of shareholders by correspondence or in mixed form:

a) shall be sent to each shareholder or their legal representative, or the custodian of the shares in the form of a notice together with the voting ballot; and

b) shall be published in the press organ indicated in the company's articles of association.

(3) The company is entitled to additionally inform the shareholders about the holding of the general meeting.

(4) The information on the holding of the general meeting of shareholders shall include the full name and registered office of the company, as well as the data provided for in Art.53 paragraph (8) letters a)–g).

(5) The term for sending notices to each shareholder and for publishing the information on the holding of the general meeting of shareholders shall be established in the company's articles of association, but may not be earlier than the date of the decision to convene the ordinary general meeting and later than 30 days before the holding of the ordinary general meeting, and for the holding of the extraordinary meeting – not earlier than the date of adoption of the decision on convening and not later than 15 calendar days before its holding. Within this term, the requirements of paragraph (1) and paragraph (2) shall be fully complied with.

(6) The custodian of the shares, upon receiving the notice on the holding of the general meeting of shareholders, is obliged, within 3 days, to notify the shareholders or their legal representatives thereof, unless the contracts concluded with them provide otherwise, as well as other custodians of shares registered in its record-keeping documentation.

[Art.55 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 56. Materials for the agenda of the general meeting of shareholders

(1) The company is obliged to give shareholders the possibility to familiarize themselves with all materials for the agenda of the general meeting of shareholders, at least 10 days before the holding

thereof, by posting and/or placing them in an accessible place, with the designation of a person responsible for disclosing the respective information, as well as in any other manner established in the company's articles of association. On the day of the holding of the general meeting, the materials for the agenda shall be displayed at the place of the general meeting of shareholders, until its closure. According to the decision of the general meeting of shareholders, the mentioned materials may also be sent to each shareholder or their legal representative, or the custodian of the shares. At the request of any shareholder, the company shall provide them, within one day, with copies of the materials for the agenda of the general meeting of shareholders, except for those provided for in paragraph (2) letter a).

(2) The materials to be presented to shareholders in the preparation of the annual general meeting of shareholders are:

a) the list of shareholders entitled to participate in the annual general meeting of shareholders;

b) the annual financial report of the company, with all annexes, registered with the corresponding financial body, the annual report of the company's board and the annual report of the company's audit commission;

c) the report of the company's audit commission and the report of the audit company, as well as the control acts and decisions of the state bodies that exercised control over the company's activity in the management year;

d) the data on the candidates for the positions of member of the company's board and member of the company's audit commission;

e) the proposals for amending and supplementing the company's articles of association or the draft articles of association in a new wording, as well as the drafts of other documents to be approved by the general meeting;

f) the data on the proportions and average prices of transactions recorded in the register of holders of the company's securities for each month of the management year.

(3) In accordance with the company's articles of association, additional materials may be included in the list provided in paragraph (2).

(4) If the extraordinary general meeting of shareholders is convened at the request of the persons mentioned in Art. 53 paragraph (3) letter b) and letter c), the materials for the agenda shall be presented by these persons.

(5) The use of the list of shareholders entitled to participate in the general meeting of shareholders for the purpose of acquiring or selling shares of the company is not permitted.

[Art. 56 amended by Law no. 106 of 28.05.2015, in force 19.06.2015]

[Art. 56 amended by Law no. 324 of 23.12.2013, in force 01.01.2014]

[Art. 56 amended by Law no. 73 of 15.04.2011, in force 03.06.2011]

Article 57. Registration of participants in the general meeting of shareholders

(1) In order to participate directly in the general meeting held with the presence of shareholders or in mixed form, the company's shareholders or their representatives, or the custodians of the shares are obliged to register against signature with the company's secretary or with the registration commission.

(2) The participants in the general meeting of shareholders of the company with more than 50 shareholders shall be registered by the registration commission, which is designated by the body or by the persons who adopted the decision to convene the meeting.

(3) The management body of the company or the persons who convene the general meeting of shareholders is entitled to delegate the powers of the registration commission to the company's registrar.

(4) The shareholder's representative or the custodian of the shares is entitled to register and participate in the general meeting of shareholders only on the basis of the legislative act, power of attorney, contract or administrative act.

(5) The mandate to participate in the general meeting, issued by shareholders who are natural persons, may be authenticated by a notary or by the administration of the organization at the shareholder's place of work, study or residence, and for pensioners, by the social assistance body at the place of residence.

(6) If the person entered in the list of shareholders entitled to participate in the general meeting that it was decided will be held by correspondence or in mixed form has alienated the company's shares until the holding of the general meeting, they shall transmit to the acquirer of these shares the voting ballot or a copy thereof. This requirement extends to each subsequent case of alienation of shares until the holding of the general meeting of shareholders.

(7) The person who keeps the register of shareholders is obliged, in the cases provided in paragraph (6), to draw up the list of changes made in the list of shareholders entitled to participate in the general meeting in the manner provided by the legislation on the capital market.

(8) The list of shareholders participating in the general meeting shall be signed by the company's secretary or by the members of the registration commission whose signatures are authenticated by the members of the audit commission in office or legalized by a notary and shall be transmitted to the vote counting commission.

The company's secretary or the registration commission establishes the presence or absence of a quorum at the general meeting of shareholders and counts the votes for the election of the vote counting commission.

[Art. 57 amended by Law no. 106 of 28.05.2015, in force 19.06.2015]

[Art. 57 amended by Law no. 73 of 15.04.2011, in force 03.06.2011]

Article 58. Quorum and repeated convening of the general meeting of shareholders

(1) The general meeting of shareholders has a quorum if, at the moment of the conclusion of registration, the shareholders holding more than half of the voting shares of the company in circulation have been registered and participate in it, provided that the company's articles of association do not provide for a higher quorum.

(2) If voting ballots are sent to shareholders, when establishing the quorum and tallying the voting result, account shall be taken of the votes expressed through the ballots received by the company (by the company's registrar) on the date of holding the general meeting of shareholders.

(3) If the general meeting of shareholders did not have the necessary quorum, the meeting shall be convened again. The decision on the repeated convening of the general meeting of shareholders shall be taken within 10 days from the date on which the holding of the general meeting was initially set. The date of the repeated holding of the general meeting shall be established by the body or persons who adopted the convening decision and shall be no earlier than 20 days and no later than 60 days from the date on which the holding of the first general meeting of shareholders was set.

(4) The shareholders shall be informed about the holding of the repeatedly convened general meeting in the manner provided in Art. 55 paragraph (1) or paragraph (2), no later than 10 days before the holding of the general meeting.

(5) The shareholders entered in the list of shareholders who were entitled to participate in the previous convening are entitled to participate in the repeatedly convened general meeting of shareholders. The list of amendments made to this list shall be drawn up in accordance with Art. 57 para. (7).

(6) The general meeting of shareholders convened repeatedly shall be deliberative if shareholders holding at least one quarter of the voting shares of the company in circulation participate in it.

Companies with a number of shareholders greater than 10000, including shareholders represented by the custodian of shares, shall be entitled to hold the general meeting of shareholders convened repeatedly if shareholders holding at least 15% of the voting shares in circulation of the company participate in it.

(7) If the general meeting of shareholders is convened repeatedly, amendment of the agenda and of the materials for the agenda shall not be permitted, except for amendment of the list of candidates for the position of member of the company's council or of the audit commission in accordance with requests submitted at least 20 days before the holding of the general meeting of shareholders convened repeatedly.

[Art. 58 amended by Law No. 106 of 28.05.2015, in force 19.06.2015]

[Art. 58 amended by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 59. Manner of conducting the general meeting of shareholders

(1) The manner of conducting the general meeting of shareholders shall be established by this law, by the company's articles of incorporation and by the regulations of the general meeting of shareholders, if such are provided for by the company's articles of incorporation.

(2) The general meeting of shareholders shall be chaired by the president of the company's council or by another person elected by the general meeting.

(3) The duties of secretary of the general meeting of shareholders shall be exercised by the secretary of the company's council or by another person elected (appointed) by the general meeting.

(4) The general meeting of shareholders shall be entitled to amend and supplement the approved agenda only if:

a) all shareholders holding voting shares are present at the general meeting and have voted unanimously for the amendment and supplementation of the agenda; or

b) the supplementation of the agenda is conditioned by the holding liable or discharge from liability of persons with positions of responsibility of the company and the proposal regarding the mentioned supplementation was adopted with the majority of votes represented at the general meeting;

c) the supplementation of the agenda is conditioned by the requirements of shareholders submitted on the basis of Art. 39 para. (6); this supplementation must, mandatorily, be introduced into the agenda.

(5) The decision taken by the general meeting of shareholders contrary to the requirements of this law, of other legislative acts or of the company's articles of incorporation may be challenged in court by any of the shareholders or by another authorized person if:

a) the shareholder was not notified, in the manner established by this law, of the date, time and place of holding the general meeting; or

b) the shareholder was not admitted to the general meeting without legal grounds; or

c) the general meeting was held without the necessary quorum; or

d) the decision was taken on a matter that was not on the agenda of the general meeting or with violation of the voting quotas; or

e) the shareholder voted against the taking of the decision that infringes his rights and legitimate interests; or

f) the rights and legitimate interests of the shareholder were seriously violated in another manner.

(51 ) The shareholder shall be entitled to challenge in court only the decisions of the general meetings of shareholders held subsequently to the making in the shareholders' register of the entries related to the acquisition of shares by him.

(6) The general meeting of shareholders shall be held, as a rule, only on the date of convocation. If the matters on the agenda of the general meeting of shareholders are transferred by it for examination to a later date, compliance with the provisions of this law regarding the manner of conducting the general meeting of shareholders shall be mandatory.

(7) The general meeting of shareholders may also take place without compliance with the convocation procedures only if the shareholders representing the entire share capital decide unanimously to hold it.

[Art. 59 supplemented by Law No. 106 of 28.05.2015, in force 19.06.2015]

Article 60. The vote counting commission

(1) If more than 50 persons with voting rights participate in the general meeting of shareholders, a vote counting commission shall be constituted, whose numerical and nominal composition shall be approved by the general meeting.

(2) The vote counting commission shall be composed of at least 3 persons. Members of the company's council, of the executive body and of the company's audit commission, as well as candidates proposed for these positions, may not be part of the vote counting commission.

(3) The general meeting shall be entitled to delegate to the company's registrar the powers of the vote counting commission.

(4) The vote counting commission shall explain the voting procedure, count the votes, draw up the minutes regarding the result of the vote and announce it, seal the ballot papers and deposit them in the company's archive.

(5) In the case of the existence of the grounds provided for in Art. 79 para. (2) letters b)–d), the vote counting commission shall draw up the list of shareholders who have the right to request the redemption of the shares belonging to them.

Article 61. Exercise of the right to vote

(1) At the general meeting of shareholders, voting may be open or secret. At general meetings held by correspondence or in mixed form, voting shall be open only.

(2) Decisions of the general meeting of shareholders on matters within its exclusive competence shall be taken with two thirds of the votes represented at the meeting, except for decisions regarding the election of the company's council which shall be adopted by cumulative voting and decisions on other matters which shall be taken with more than half of the votes represented at the meeting.

(3) For the adoption of decisions on certain matters relating to the company's activity, its articles of incorporation may provide for higher voting quotas than those established in paragraph (2).

(4) At the general meeting of shareholders, voting shall be carried out according to the principle of "one voting share - one vote", except for the cases provided for by this law.

(41 ) On each matter put to a vote at the general meeting, the shareholder holding voting shares may vote either "for" or "against". (42 ) The votes of shareholders that are not expressed in either of the voting options provided for in paragraph (41 ) shall be considered votes expressed "against".

(5) The shareholder has the right to vote only with that number of shares which does not exceed the limit established by this law, by the legislation on the capital market or by other legislation.

(6) Persons with management positions in the company, as well as their representatives, who hold its shares and/or represent other shareholders of the company, are entitled to participate in the general meeting of shareholders, in the manner provided for in Art. 86 paragraphs (5) and (6), when the following matters are put to a vote:

a) establishing the amount of remuneration for the work of these persons with management positions, their remunerations and compensations;

b) holding these persons liable or discharging them from liability;

c) electing (appointing) the members of the company's audit commission.

(7) If the shareholder voted against the adopted decision, he has the right to express his separate opinion, which shall be annexed to the minutes of the general meeting of shareholders or reflected therein.

[Art. 61 amended by Law No. 106 of 28.05.2015, in force 19.06.2015]

Article 62. The voting ballot

(1) Voting at the general meeting of shareholders held by correspondence and in mixed form, as well as secret voting, shall be carried out using ballots.

(2) The voting ballot shall contain:

a) the full name of the company, its registered office;

b) the name of the document – "Voting ballot";

c) the date, time and place of holding the general meeting;

c1 ) the numerical and nominal composition of the vote counting commission in the cases provided for by Art. 60 paragraph (1) – for the general meeting held by correspondence or in mixed form;

c2 ) the first and last name of the chairman and secretary of the meeting – for the general meeting held by correspondence or in mixed form;

d) the wording of each matter put to a vote and its sequence;

e) the data on each candidate for the position of member of the company's board and member of the audit commission, their first and last names;

f) the voting options on each matter put to a vote, expressed by the words "for", "against", except for the cumulative voting provided for in Art. 66 paragraph (8);

g) the manner of filling in the ballot, for cumulative voting;

h) the first and last name (name) of the shareholder, for open voting;

i) the classes and number of voting shares belonging to the shareholder or to the custodian of the shares;

j) the deadline for returning the ballot.

(3) When filling in the voting ballot, the shareholder or his representative, or the custodian of the shares, for each matter put to a vote, shall leave only one of the voting options provided for in paragraph (2)

letter f).

(4) If the voting is open, the ballot shall be signed by the shareholder or his representative, or by the custodian of the shares. If the vote is given by correspondence, the signature of the shareholder or his legal representative, or of the custodian of the shares on the ballot shall be authenticated in the manner provided for in Art. 57 paragraph (5).

(5) When counting the votes cast using ballots, account shall be taken of the votes expressed on those matters for which the voter left only one of the possible voting options on the ballot.

(6) If the general meeting of shareholders is held in mixed form, the voting ballots shall be submitted no later than the deadline indicated in the ballot or during voting in the presence of the shareholders.

(7) Other requirements for the voting ballot may be established by the legislation on the capital market or by the regulations of the general meeting of shareholders, if this is provided for by the company's articles of incorporation.

[Art. 62 amended by Law No. 106 of 28.05.2015, in force 19.06.2015]

[Art. 62 supplemented by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 63. The minutes on the voting result

(1) The voting result at the general meeting of shareholders shall be recorded in minutes, which shall be signed by the members of the vote counting commission and by the members of the audit commission.

(2) The minutes on the voting result shall be annexed to the minutes of the general meeting of shareholders.

(3) The result of the voting in the presence of the shareholders shall be announced at the general meeting of shareholders.

(4) The result of voting by correspondence or in mixed form shall be brought to the attention of the shareholders by a notice and/or by publishing the information on the voting result.

(5) The decision of the general meeting of shareholders shall enter into force on the date of announcing the voting result, unless this law, other legislative acts or the decision of the general meeting provides for a later date for its entry into force.

Article 64. The minutes of the general meeting of shareholders

(1) The minutes of the general meeting of shareholders shall be drawn up within 10 days from the closing of the general meeting, in at least two copies. Each copy of the minutes shall be signed by the chairman and the secretary of the general meeting, whose signatures shall be authenticated by the members of the audit commission in office or legalized by a notary.

(2) The minutes of the general meeting of shareholders shall contain:

a) the date, time and place of holding the general meeting;

b) the total number of voting shares of the company;

c) the number of votes that were represented at the general meeting;

d) the first and last name of the chairman and secretary of the general meeting;

e) the agenda;

f) the main theses of the speeches on the agenda, indicating the names and surnames of the speakers;

g) the result of the vote and the decisions taken;

h) the annexes to the minutes.

(3) The following are annexed to the minutes of the general meeting of shareholders:

a) the decision of the company's council regarding the convening of the general meeting;

b) the list of shareholders entitled to participate in the general meeting and who participated in it, as well as the documents or certified copies of these documents confirming the powers of the shareholders' representatives;

c) the list of shareholders entitled to request the redemption of the shares belonging to them on the grounds stated in art.79 para.(2) lit.b)–e);

d) the text of the information about the holding of the general meeting brought to the attention of shareholders and the text of the voting ballot;

e) the materials for the agenda of the general meeting;

f) the minutes regarding the result of the vote;

g) the texts of the speeches and the separate opinions of the shareholders;

h) other documents provided by the decision of the general meeting of shareholders.

[Art.64 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Chapter 9 THE COMPANY'S COUNCIL

Article 65. The company's council and its attributions

(1) The company's council represents the interests of the shareholders in the period between general meetings and, within the limits of its attributions, exercises general management and control over the company's activity.

The company's council is subordinate to the general meeting of shareholders.

(2) The company's council, in accordance with this law and/or the company's statute, has the following attributions:

a) decides on the convening of the general meeting of shareholders and the drawing up of the list of candidates for the election of the company's management bodies;

b) approves the market value of the goods that constitute the object of a major transaction;

c) decides on the conclusion of major transactions provided for in art.83 para.(1) and of transactions with a conflict of interest that do not exceed 10% of the value of the company's assets according to the latest financial report;

d) concludes contracts with the company's management organization;

e) confirms the company's registrar and establishes the amount of remuneration for its services;

f) approves the prospectus of the public offering of securities;

g) approves the report on the results of the issue and amends the company's statute in connection with it;

g1 ) approves the decision regarding the issue of bonds, except for convertible bonds, as well as the report on the results of the bond issue;

h) decides, during the financial year, on the distribution of net profit, the use of reserve capital, as well as the means of the company's special funds;

i) makes, at the general meeting of shareholders, proposals regarding the payment of annual dividends and decides on the payment of interim dividends;

i 1 ) decides on the disposal of treasury shares by exposing them for public sale;

j) approves the fund and/or the norms for the remuneration of the work of the company's employees;

k) decides on the company's accession to an association or another union;

l) decides on any other issues provided for by this law and the company's statute.

(21 ) The council of the company with wholly or majority state capital takes the decision regarding the assurance of the technical-material base and the formation of the production program by applying the principle of transparency in the process of carrying out the procedures for the procurement of goods, works and services intended to cover the needs.

(3) The attributions of the company's council also include the resolution of the issues indicated in

art.50 para.(4), if the company's statute or the decision of the general meeting of shareholders provides for this.

(4) Issues within the competence of the company's council cannot be transmitted for examination to the company's executive body, except in the case provided for in art.69 para.(3).

(5) The company's council presents to the general meeting of shareholders the annual report regarding its activity and the functioning of the company, drawn up in accordance with the legislation on the capital market, the company's statute and the regulation of the company's council, as well as the information regarding the remuneration of persons with management positions.

(6) The powers of the company's council cannot be delegated to another person.

(7) If the company's council has not been established, does not meet the necessary quorum or its powers have ceased, the attributions of the council, except for those of convening and holding the general meeting of shareholders, are exercised by the general meeting of shareholders.

[Art.65 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.65 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.65 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 66. Election of the company's council and termination of its powers

(1) The members of the company's council are elected by the general meeting of shareholders for the term provided in the statute, but not more than 4 years. The same persons may be re-elected an unlimited number of times.

(2) The numerical composition of the company's council is established in the company's statute, in the regulation of the company's council or in the decision of the general meeting of shareholders and will be not less than 3 persons, and in the case of companies in which the state's share exceeds 50% of the share capital – not less than 5 persons, in which representatives of the Ministry of Finance, the Ministry of Economy and/or the body empowered with the administration and denationalization of public property will also be included. In a company with a number of shareholders greater than 100, including shareholders represented by the custodian of shares, the company's council will be elected by cumulative voting and will be composed of at least 5 members.

[Para.(3) art.66 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

[Para. (4) of Art. 66 repealed by Law No. 73 of 15.04.2011, in force 03.06.2011]

(5) The employees of the company may be elected to the company's board, but they may not constitute the majority on it, except when they are also shareholders of the company.

(6) A member of the company's board may not be a person who:

a) is specified in Art. 31 para. (12). The person already elected shall be removed from office;

b) is a member of five boards of other companies registered in the Republic of Moldova;

c) is a member of the executive body of the company or a representative of the company's managing organization;

d) is a member of the audit commission of the given company; as well as

e) any other person whose capacity as a member of the company's board is limited by this law or by the company's articles of association.

(7) Persons elected to the boards of more than five joint-stock companies shall lose by operation of law the office of board member obtained by exceeding the number established by law, in the chronological order of their appointments, and shall be obliged to return to the company the amounts received for exercising the duties of board member. Claims against these board members may be submitted by any shareholder or by the competent state body.

(8) When cumulative voting is carried out, each voting share of the company shall express a number of votes equal to the total number of members of the company's board being elected. The shareholder has the right:

a) to give all the votes conferred by his shares to one candidate; or

b) to distribute these votes equally or otherwise among several candidates for the office of member of the company's board. If, when completing the cumulative voting ballot, the provisions of letters a) and b) of this paragraph are not complied with, it shall be considered null and shall not be taken into account in calculating the votes.

(9) In the case of election by cumulative voting, the candidates who received the highest number of votes at the general meeting of shareholders shall be considered elected to the company's board. If two or more candidates for the office of member of the company's board obtain the same number of cumulative votes, the candidate who was voted for by a larger number of shareholders shall be considered elected. The criteria for electing members of the company's board in the situation where two or more candidates obtain the same number of cumulative votes expressed by the same number of shareholders shall be established by the general meeting of shareholders and specified in its minutes.

(10) In the case of companies whose board members are elected by the vote of two thirds of the votes represented at the general meeting of shareholders, the company's articles of association may provide for the election of a reserve of the company's board to fill the basic composition. The reserve shall be elected in the manner established for electing the company's board. The substitution of members of the company's board from the elected reserve shall be made in the order of the highest number of votes obtained.

(11) By decision of the general meeting of shareholders, the powers of any member of the company's board may terminate before the term.

(111) If the composition of the board elected by cumulative voting is reduced by at least one member, a new composition of the company's board shall be elected at the next annual ordinary general meeting of shareholders. If the composition of the company's board elected by cumulative voting has been reduced by more than half compared to the numerical composition established in the company's articles of association or below the limit established for meeting the quorum, the company is obliged, within 30 days, to convene the extraordinary general meeting of shareholders for the election of a new composition of the board.

(12) The powers of the company's board shall terminate on the day:

a) of the announcement of the decision of the general meeting of shareholders regarding the election of the new composition of the company's board; or

b) of the announcement of the decision of the general meeting of shareholders regarding the early termination of the powers of the previous composition of the company's board, if the board was not elected by cumulative voting; or b1) of the failure to elect a new composition of the company's board in accordance with para. (111); or

c) of the expiry of the term established in para. (1); or

d) of the reduction of the composition of the company's board by more than half, if at the same time the reserve of the company's board has been exhausted.

(13) In the case of electing members of the company's board at the extraordinary general meeting of shareholders or at the repeatedly convened general meeting, the provisions of Art. 52 shall be observed and the procedures established for holding the annual ordinary general meeting shall apply.

(14) In the relations between the company and the persons who make up the company's board, the rules of mandate shall be applied by analogy, unless the company's articles of association provide otherwise.

[Art. 66 amended by Law No. 106 of 28.05.2015, in force 19.06.2015]

[Art. 66 amended by Law No. 47 of 27.03.2014, in force 25.04.2014]

[Art. 66 supplemented by Law No. 324 of 23.12.2013, in force 01.01.2014]

[Art. 66 amended by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 67. The Chairperson of the company's board

(1) The chairperson of the company's board shall be elected by the general meeting of shareholders, unless the articles of association provide for his election by the company's board.

(2) The chairperson of the company's board:

a) convenes the meetings of the company's board;

[Letter b) of para. (1) of Art. 67 repealed by Law No. 163-XVI of 13.07.2007, in force 01.01.2008]

c) exercises other duties provided for by the regulations of the company's board.

(3) In the absence of the chairperson of the company's board, his duties shall be exercised by the vice-chairperson or one of the members of the company's board.

[Art. 67 amended by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 68. Meetings of the company's board

(1) The modality, the terms for convening and holding the meetings of the company's council shall be established by this law, by the company's articles of incorporation and by the company's council regulations.

(2) The meetings of the company's council may be ordinary and extraordinary and held with the presence of its members, by correspondence or in mixed form.

(3) The ordinary meetings of the company's council shall be held no less often than once per quarter.

(4) The extraordinary meetings of the company's council shall be convened by the president of the company's council:

a) on his own initiative;

b) at the request of one of the members of the company's council;

c) at the request of the shareholders holding at least 5% of the voting shares of the company;

d) at the request of the audit commission or of the audit firm;

e) at the proposal of the executive body of the company.

(5) The quorum required for holding the meeting of the company's council shall be established in the company's articles of incorporation or in the company's council regulations and shall constitute no less than half of the elected members of the council.

(6) At the meetings of the company's council, each of its members shall hold one vote. The transmission of the vote by a member of the company's council to another member of the council or to another person shall not be permitted.

(7) The decisions of the company's council shall be adopted with the vote of the majority of the members of the council present at the meeting, unless this law, the company's articles of incorporation or the company's council regulations provide for a higher proportion of votes.

(8) In case of parity of votes, the vote of the president of the company's council shall be decisive.

(9) The minutes of the meeting of the company's council shall be drawn up within 5 days from the date of holding the meeting, in at least two copies, and shall include:

a) the date and place of holding the meeting;

b) the names and surnames of the persons who participated in the meeting, including those of the president and secretary of the meeting;

c) the agenda;

d) the main theses of the speeches on the agenda, indicating the names and surnames of the speakers;

e) the result of the vote and the decisions taken;

f) the annexes to the minutes.

(10) Each copy of the minutes of the meeting of the company's council shall be signed by the president of the council and by the secretary of the meeting, as well as by a member of the company's council.

[Art.68 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.68 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.68 supplemented by Law no.73 of 15.04.2011, in force 03.06.2011]

Chapter 10 THE EXECUTIVE BODY AND THE AUDIT COMMISSION OF THE COMPANY

Article 69. The executive body of the company

(1) All matters of management of the current activity of the company shall fall within the competence of the executive body, except for matters falling within the competence of the general meeting of shareholders or of the company's council.

(2) The executive body of the company shall ensure the fulfillment of the decisions of the general meeting of shareholders, of the decisions of the company's council and shall be subordinate to:

a) the company's council; and

b) the general meeting of shareholders, if this is provided for by the company's articles of incorporation.

(3) If the company's council has not been established, does not meet the required quorum or its powers have ceased, the duties of convening and conducting the general meeting of shareholders shall be exercised by the executive body of the company.

(4) The executive body of the company may be collegial (management committee, directorate) or one-person (general director, director). The persons specified in art.31 para.(12) may not be part of the executive body of the company. Persons already elected (appointed) shall be removed from office.

(5) The company's articles of incorporation may provide for the simultaneous existence of the two executive bodies indicated in para.(4). In this case, the one-person executive body shall also perform the function of head of the collegial executive body.

(6) The executive body of the company shall present to the founding central or local public administration authorities the reports on the economic-financial activity of the company, in which the state's share represents 50% plus one share, and the auditor's report. A copy of the auditor's report shall be presented to the Ministry of Finance.

(7) The executive body of the company shall be obliged to ensure the presentation to the company's council, the audit commission and each of their members of the documents and other information necessary for the proper fulfillment of their duties.

(8) The executive body of the company shall ensure the execution of the decisions taken by the council of the company with wholly or majority state capital regarding the provision of the technical-material base and the formation of the production program by applying the principle of transparency in carrying out the procedures for the procurement of goods, works and services intended to cover needs.

[Art.69 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.69 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.69 amended by Law no.178 of 11.07.2012, in force 14.09.2012]

Article 70. The activity of the executive body of the company

(1) The executive body of the company shall operate on the basis of the legislation, the company's articles of incorporation and the regulations of the executive body of the company.

(2) The head of the executive body of the company shall be entitled, within the limits of his duties, to act on behalf of the company without a power of attorney, including to carry out transactions, to approve the staffing schedules, to issue orders and instructions.

(3) The meetings of the collegial executive body of the company shall be convened by its head.

(4) At the meetings of the collegial executive body of the company, minutes shall be drawn up, which shall be signed by the head of this body and presented, as the case may be, to the company's council, the audit commission and the audit firm.

(5) The executive body of the company shall present quarterly to the company's council or the general meeting of shareholders reports on the results of its activity.

(6) The powers of the executive body of the company may be delegated to the management organization under the decision of the general meeting of shareholders and the fiduciary administration contract.

(7) The management organization of the company may not be an affiliated person of the company, of the registrar or of the audit company.

(8) The management organization of the company is not entitled to conclude other contracts with the company, except for the fiduciary administration contract.

[Art.70 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.70 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 71. The company's audit commission

(1) The company's audit commission exercises control over the company's economic and financial activity and is subordinate only to the general meeting of shareholders.

(2) The duties, numerical composition, formation and functioning of the company's audit commission are established by this law, by the company's articles of association and by the regulations of the audit commission.

The number of auditors must be odd. If the state/administrative-territorial unit holds at least 20% of the share capital, one of the auditors will be proposed for election to the general meeting of shareholders by the central specialized authorities of public administration and/or, as the case may be, by the local public administration authorities. If the state/administrative-territorial unit holds more than 50% of the share capital, at least one of the auditors will be the representative of the Ministry of Finance or of its subordinate institutions and/or, as the case may be, of the branch directorate of the local public administration authority.

(21 ) The number of members of the audit commission in a company that is a public interest entity will be at least 3 persons.

(3) Members of the audit commission may be both shareholders of the company and other persons.

(4) Members of the company's audit commission may not be:

a) the persons indicated in art.31 para.(12). Persons already elected will be revoked from office;

b) members of the company's council;

c) members of the executive body or employees of the company's accounting department;

d) employees of the company's management organization;

e) persons not qualified in accounting, finance or economics;

f) other persons, if this law or the company's articles of association limit their capacity as a member of the audit commission.

(5) The audit commission is elected (appointed) for a term of 2 to 5 years.

(51 ) If the audit commission is elected at the extraordinary general meeting of shareholders or at the repeatedly convened general meeting, the provisions of art.52 and the procedures established for holding the annual ordinary general meeting will be observed.

(6) The company's articles of association may provide for the election (appointment) of a reserve of the audit commission, from which the basic composition of the commission is filled in case of withdrawal of its members. The reserve is elected (appointed) in the manner established for the election of the members of the audit commission. The substitution of the members of the audit commission from the elected reserve is done in the order of the highest number of votes obtained.

[Para.(7) art.71 repealed by Law no.73 of 15.04.2011, in force 03.06.2011]

(8) In the relations between the company and the persons who make up the audit commission, the rules of mandate will apply, by analogy, unless the articles of association provide otherwise.

[Art.71 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.71 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.71 supplemented by Law no.178 of 11.07.2012, in force 14.09.2012]

[Art.71 supplemented by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 72. Activity of the company's audit commission

(1) The company's audit commission exercises mandatory control over the company's economic and financial activity for one year.

(2) Extraordinary controls of the company's economic and financial activity are carried out by the audit commission:

a) on its own initiative;

b) at the request of shareholders holding at least 10% of the company's voting shares;

c) at the decision of the general meeting of shareholders or the decision of the company's council.

(3) The company's responsible persons are obliged to present to the audit commission all documents necessary for carrying out the control, including giving oral and written explanations.

(4) Based on the results of the control, the audit commission prepares a report that will include:

a) the names and surnames of the members of the audit commission who participated in the control;

b) the reasons and purposes of the control;

c) the timeframes in which the control was carried out;

d) the assessment of the completeness and authenticity of the data reflected in the company's primary documents, accounting registers and financial reports;

e) the assessment of the compliance of accounting records and preparation of financial reports with legal requirements;

f) information about facts of violation of legal requirements, the company's articles of association and regulations by the company's responsible persons, as well as about the damage caused by these persons;

g) data about the circumstances that prevented the carrying out of the control;

h) recommendations on the results of the control;

i) annexes.

(5) The report is signed by all members of the company's audit commission who participated in the control. If any of the members of the commission does not agree with its report, he will set out his separate opinion which will be annexed to the report.

(6) The reports of the company's audit commission are sent to the company's council and the persons indicated in para.(2) letter b). The activity report of the commission is presented to the general meeting of shareholders.

(7) The audit commission is entitled:

a) to request the convening of the extraordinary general meeting of shareholders in case of discovery of abuses on the part of the company's responsible persons;

b) to participate, with an advisory vote, in the meetings of the executive body and of the company's council, and in the general meeting of shareholders.

(8) The powers of the company's audit commission may be delegated to the audit firm based on the decision of the general meeting of shareholders and the audit contract, or the contract for the provision of services for performing the duties of the auditor or of the audit commission.

[Art.72 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.72 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.72 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Chapter 11 PERSONS WITH MANAGEMENT RESPONSIBILITIES OF THE COMPANY AND THEIR LIABILITY

Article 73. Persons with management responsibilities of the company

(1) Persons with management responsibilities of the company are considered to be the members of the company's council, executive body, audit commission, liquidation commission of the company, as well as other persons who exercise decision-making powers in the management of the company.

(2) The rights and obligations of persons with management responsibilities are established by this law, by other legislative acts, by the company's articles of incorporation and regulations, as well as by the agreements concluded by these persons with the company.

(3) The person with management responsibilities is obliged to act in the interests of the company and is not entitled to participate in the capital and/or activity of organizations competing with the company, except for affiliated companies, unless this law, the decision of the general meeting of shareholders or the decision of the company's council provides otherwise. When taking the decision in question, the provisions of art.86 para.(6) shall be extended to the interested person with management responsibilities.

(4) The elected person with management responsibilities is entitled to resign at any time.

(5) Persons with management responsibilities of the company cannot be:

a) public officials who exercise control over the company's activity, unless normative acts provide otherwise;

b) persons who, by court decision, are prohibited from holding the respective positions;

c) persons with unexpired criminal records for intentional offenses, economic offenses or offenses against property;

d) incapacitated persons.

(6) The company is not entitled to grant loans to its persons with management responsibilities, to be a surety or guarantor of their obligations.

(7) Labor legislation shall be extended to the relations between persons with management responsibilities and the company to the extent that it does not contradict this law.

(8) Persons with management responsibilities and their affiliated persons cannot receive donations or services free of charge from the company or from legal entities affiliated with the company, except for those whose value does not exceed the average salary in the country.

[Art.73 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 74. Liability of persons with management responsibilities of the company

(1) Persons with management responsibilities, in accordance with this law, criminal, contraventional and labor legislation, are liable for the damage caused to the company.

(2) Persons with management responsibilities of the company bear patrimonial liability and other liability provided by legislative acts if they:

a) have deliberately led the company to bankruptcy;

b) have deliberately distorted or concealed information about the economic-financial activity of the company, or other information that creditors, shareholders and public authorities must receive in accordance with this law and other legislative acts;

c) have disseminated untrue or misleading information, have used other methods that led to the change of the price of the company's securities to its detriment;

d) have not convened the general meeting of shareholders, violating this law or the company's articles of incorporation;

e) have paid or have not paid dividends or interest, or other income related to bonds, violating the provisions of this law, of the company's articles of incorporation or of the decision to issue shares or bonds;

f) have acquired with the company's funds securities of other issuers at prices evidently higher than their fair price or have alienated the company's securities at prices evidently lower than their fair price to the detriment of the company;

g) have used the company's assets for personal interest or for the interest of third parties in which they are materially interested directly or indirectly;

h) have violated the order of modifying the company's share capital;

i) have violated the order of concluding large-scale transactions and/or transactions with a conflict of interest;

j) have admitted deliberate or serious violations of other provisions of this law or other legislative acts.

(3) In the case of the adoption by the persons with management responsibilities of the company of joint decisions that contradict the legislation, these persons bear before the company joint patrimonial liability in the amount of the damage caused.

(4) The person with management responsibilities of the company is released from joint patrimonial liability for the decision of the company's council or of the company's collegial executive body if:

a) this person voted against the adoption of the decision by the respective management bodies; and

b) his or her separate opinion is attached to the minutes of the meeting of the respective body or is recorded in the minutes.

(5) Persons with management responsibilities of the company are not released from liability if they have delegated to other persons their powers to take decisions.

(6) If the actions carried out by persons with management responsibilities by exceeding their powers are recognized by the company as being carried out in its interest, the liability for these actions passes to the company.

[Art.74 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.74 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

TITLE V TRANSACTIONS OF THE COMPANY Chapter 12 MARKET VALUE OF GOODS

Article 75. The notion of market value of goods The market value of goods, including securities, is the price at which the seller and the buyer, holding full information about the market prices of these goods and not being obliged, respectively, to sell and buy them, would agree to carry out this transaction.

Article 76. Determination of the market value of goods

(1) The company's transactions, including those related to its reorganization, to the establishment of affiliated enterprises, are carried out starting from the market value of the goods acquired or disposed of, unless legislative acts provide otherwise.

(2) The market value of goods circulating on the organized market is determined starting from the published prices of this market.

(3) For determining the market value of goods that are not circulating on the organized market, a specialized organization that is not an affiliated person of the company may be engaged, and in the cases provided by this law, by other legislative acts or by the decision of the general meeting of shareholders, it shall be engaged.

[Art.76 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.76 amended by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

Chapter 13 TRANSACTIONS OF THE COMPANY WITH PLACED SECURITIES [Title of Chapter 13 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 77. General provisions

(1) The company's transactions with securities placed by the company are carried out through their acquisition, redemption, conversion, consolidation and splitting.

(2) The company's transactions with securities placed by it are carried out in accordance with the Civil Code, this law, the legislation on the capital market and the company's articles of incorporation.

(3) The company is obliged, within 15 calendar days from the date of carrying out any transaction with securities placed by it, to communicate this fact to the National Commission of Financial Market.

[Art.77 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

Article 78. Acquisition by the company of placed shares

(1) Shares placed by the company are acquired by the company at its proposal, according to the procedure established by the National Commission of Financial Market.

(2) The company is entitled to acquire shares placed by it only for the purposes provided by this law or by the company's articles of incorporation.

(3) The decision to acquire by the company of shares placed by it is taken by:

a) the general meeting of shareholders, upon the acquisition of shares placed for the purpose of reducing the share capital or transferring to the shareholders and employees of the company a certain number of own shares;

b) the company's board, upon the acquisition of shares placed for the purpose of preventing the decrease of their price;

(4) In the company's decision regarding the acquisition of shares placed by it, the classes and their number, the acquisition price, the form of payment and the term during which the acquisition takes place shall be indicated.

The acquisition price shall be equivalent to the price determined in accordance with art.79 para.(5).

(5) The company is obliged to bring to the attention of each shareholder or their legal representative, or custodian of the shares, the proposal to acquire the company's circulating shares and/or to publish its proposal.

(6) Any shareholder is entitled to sell the shares belonging to them, the company being obliged to acquire them under the announced conditions.

(7) If the total number of shares appearing in the shareholders' offers exceeds the number of shares announced for acquisition by the company, the shares are acquired proportionally to their number, indicated in each offer.

(8) The company is not entitled to acquire shares placed by it:

1) during one month before the beginning of the placement of the shares of the additional issue, during the process of placing these shares, as well as during one month after their placement;

2) if, according to the last balance sheet:

a) the company is insolvent or the acquisition of the placed shares will make it insolvent; or

b) the value of the company's net assets is less than the value of its share capital or will become less as a result of the acquisition of the placed shares;

3) if, as a result of such an acquisition, the number of treasury shares will exceed the limit established in

art.13 para.(6), except for the situations listed in para.(3).

(9) The company whose circulation of securities corresponds to the provisions of art.II para.(3) of Law no.163-XVI of 13 July 2007 carries out the acquisition of shares placed by it in accordance with the provisions of para.(2)–(8) of this article.

(10) The disposal of shares acquired by the company may take place only after the expiration of the acquisition term, according to the decision of the competent body provided by the company's articles of incorporation.

[Art.78 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.78 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 79. Redemption by the company of placed shares

(1) Shares placed by the company are redeemed by it at the request of shareholders in the cases provided by this law, by the legislation on the capital market or by the company's articles of incorporation.

(2) The company shall mandatorily redeem the shares placed by it in the case of:

a) the arrival of the redemption term of the shares, provided in the company's articles of incorporation; or

b) the operation in the company's articles of incorporation of modifications that limit the rights of shareholders; or b1 ) the conversion of shares of one class into shares of another class; or

c) the carrying out by the company of a transaction of significant proportions, provided in art.82 para.(1) lit.a) and b), or of a transaction with a conflict of interest; or

d) reorganization of the company, in accordance with the resolution of the general meeting of shareholders;

e) failure to adopt, at the request of shareholders, the resolution to bring the company into compliance with the provisions of art.39 para.(6).

(3) The shareholder is entitled to request the redemption of the shares belonging to them if:

a) they were not permitted, without legal grounds, to participate in the general meeting of shareholders at which the resolution was adopted in one of the cases provided for in para.(2) letters b)–e); or

b) they voted in favor of adopting the resolution provided for in para.(2) letter e) and requested the redemption of shares within the term provided for in para.(6);

c) they expressed their disagreement with the resolutions adopted in the cases provided for in para.(2) letters b)–d).

[Para.(4) art.79 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

(5) When determining the redemption price of shares, the provisions of art.23 para.(1) of the Law on the capital market shall be applied. If the provisions of art.23 para.(1) cannot be applied

of the Law on the capital market, the redemption price shall be equal to the net asset value per share, according to the latest financial statement of the issuer, calculated by the audit company or, if the company is not subject to mandatory audit, by the audit commission.

The redemption of shares takes place only after the occurrence of the event that conditioned the redemption. In the case of reorganization of the company through merger, the redemption takes place until the issuance by the National Commission of the Financial Market of the reorganization authorization.

(6) The term for submission by shareholders of requests for redemption of the shares belonging to them shall be at most 3 months from the date of occurrence of the event that conditioned the redemption. The term for payment of the shares shall be at most one month from the date of submission of the request for redemption of the shares.

(7) The right to request the redemption of the shares belonging to them is held by the shareholders included in the register of holders of securities at the date of adoption of one of the resolutions provided for in para.(2) letters b)-e).

(8) The shareholder is not entitled to request the redemption of the shares belonging to them if the resolution to dissolve the company is adopted.

[Art.79 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.79 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 80. Conversion of the company's placed securities

(1) The conversion of the company's placed securities has the effect of excluding from circulation by the company and canceling all securities of one class by exchanging them for securities of another class of the same company (if this action is stipulated in the resolution regarding the issue of the respective securities) or for securities of another company (in the case of reorganization through absorption of the respective company). The conversion of the company's placed securities is carried out in accordance with the requirements of the legislation on the capital market and with the decision to issue the securities to be converted.

[Para.(2)-(4) art.80 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

(5) The company is entitled to adopt a resolution regarding the limitation of the rights given by the shares of a class into which other placed securities of the company are to be converted only in the manner provided for in art.25 para.(11).

[Para.(6) art.80 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

(7) For the registration in the State Register of Securities of the amendments related to the conversion of securities, the company is obliged to submit to the National Commission of the Financial Market the following documents:

a) the application for registration of the amendments;

b) the minutes of the general meeting of shareholders, with all the annexes provided for in art.64 para.(3);

c) the list of shareholders before and after the conversion;

d) the accounting balance sheet at the last management date;

e) the copy of the payment order regarding the payment of the fee in the amount established by the Law on the National Commission of the Financial Market.

(8) If the conversion of securities is accompanied by the amendment of the share capital and/or the amendment of the number of placed securities of a certain class, the issuer shall also submit the documents related to the amendment of the share capital and/or the number of placed securities.

(9) If the resolution regarding the conversion of shares of a certain class is adopted with at least three quarters of the total volume of shares of the respective class, and the holders of shares of the respective class who vote "against" and/or those who do not participate in the adoption of the resolution do not request the redemption of the securities held, this resolution shall be binding for all holders of securities of the given class.

[Art.80 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.80 supplemented by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 81. Consolidation and splitting of the company's shares [Para.(1)-(3) art.81 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

(4) Consolidation of shares is their replacement with a smaller number of shares and the proportional increase of their nominal (fixed) value, if this has been established.

(5) Splitting of shares is their replacement with a larger number of shares and the proportional reduction of their nominal (fixed) value, if this has been established.

(6) The consolidation and splitting of shares must not lead to the amendment of the company's share capital.

(7) The consolidation and splitting of shares extend to all shares of one class, of several classes or of all classes.

(8) The amendment of the nominal value and number of placed shares, related to the consolidation or splitting of shares, shall be registered with the National Commission of the Financial Market and shall be entered in the company's articles of incorporation and in its register of shareholders.

[Para. (9) of Art. 81 repealed by Law No. 163-XVI of 13.07.2007, in force 01.01.2008]

(10) For the registration in the State Register of Securities of amendments related to the consolidation or splitting of shares, the company is obliged to submit to the National Commission of the Financial Market the documents specified in Art. 80 para. (7) letters a)-c) and e).

Chapter 14 TRANSACTIONS OF SIGNIFICANT PROPORTIONS

Article 82. The notion of transaction of significant proportions

(1) A transaction of significant proportions is a transaction or several mutually related transactions, carried out directly or indirectly, with regard to:

a) the acquisition or disposal, pledging or taking by the company as a pledge, leasing, letting or leasing or granting for use, lending (credit), suretyship of goods or rights whose market value constitutes more than 25% of the value of the company's assets, according to the latest financial report; or

b) the placement by the company of voting shares or other securities convertible into such shares, constituting more than 25% of all placed voting shares of the company.

(2) The provision of para. (1) letter a) does not extend to transactions of the company carried out in the course of current economic activity provided for in the company's articles of incorporation.

[Art. 82 amended by Law No. 106 of 28.05.2015, in force 19.06.2015]

Article 83. The decision to conclude by the company of a transaction of significant proportions

(1) The decision to conclude by the company of a transaction of significant proportions shall be adopted unanimously by all elected members of the company's board if the object of this transaction is goods whose value constitutes more than 25%, but not more than 50% of the value of the company's assets according to the latest balance sheet until the adoption of the decision to conclude this transaction, if the company's articles of incorporation do not provide for a lower share or if securities have been placed in accordance with Art. 82 para. (1)

letter b).

(2) The resolution to conclude by the company of transactions of significant proportions not provided for in para. (1)

shall be taken by the general meeting of shareholders.

(21 ) The company's board is not entitled to adopt decisions that may have effects on the company's patrimony, as specified in Art. 82 para. (1) letter a), from the moment the company has received notice regarding the acquisition by any person of a number of shares that grant control over the company.

(22 ) By derogation from the provisions of para. (21 ), the company's board may adopt decisions resulting from obligations assumed by the company before the date of receipt of the notice regarding the acquisition of a number of shares that grant control over the company.

(23 ) The restriction provided for in para. (21 ) ceases to apply from the moment of holding the general meeting of shareholders at which the decision to elect the company's management bodies was approved, convened after the company's receipt of the notice regarding the acquisition of a number of shares that grant control over the company.

(24 ) The company is obliged to publish, within 7 working days from the date of adoption, the decision regarding the conclusion of the transaction of significant proportions in the press organ provided for by the company's articles of incorporation, disclosing the information that shall include the following elements:

a) the description and value of the transaction of significant proportions;

b) the goods, rights, financial instruments or any other assets related to the transaction of significant proportions.

(25 ) The company, a public interest entity, shall disclose the information regarding the conclusion by the company of a transaction of significant proportions also by placing it, within 3 working days, on the company's web page.

(3) If, when taking the decision to conclude a transaction of significant proportions provided for in para. (1)

the company's board has not reached unanimity, it is entitled to include this matter on the agenda of the general meeting of shareholders.

(4) If there is a conflict of interest in the company's transaction of significant proportions, the decision to conclude this transaction shall be taken in compliance with the provisions of this article and of Art. 86.

[Art. 83 amended by Law No. 106 of 28.05.2015, in force 19.06.2015]

[Art. 83 amended by Law No. 73 of 15.04.2011, in force 03.06.2011]

Article 84. Acquisition of a number of shares that grant control over the company

(1) The number of shares that grant control over the company shall be determined depending on the conditions for exercising control in the situations established by the legislation on the capital market.

(2) The acquisition by any person of a number of shares that grant control over the company shall be carried out in compliance with the provisions of competition legislation and of the legislation on the capital market.

(3) The natural or legal person who holds, directly or indirectly, alone or together with persons acting in concert with it, more than 50% of the outstanding voting shares of a company or of the securities that can be converted or offer the right to acquire voting shares (hereinafter – person holding more than 50%) is obliged, unless legislation provides otherwise, to carry out, within 3 months from the date of making the entries in the shareholders' register related to the acquisition of shares, a mandatory takeover offer in accordance with the Law on the capital market.

(4) Until the fulfillment of the requirements mentioned in para. (3), the person holding more than 50% has the right to vote at the general meeting of shareholders up to 25% of the outstanding voting shares of the company. The total number of voting shares belonging to this person shall be taken into account only for establishing the quorum at the holding of the general meeting of shareholders. The person holding more than 50% and/or its representatives shall be registered with the entire package of securities held.

[Art.84 as drafted by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.84 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Chapter 15 CONFLICT OF INTEREST

Article 85. The notion of transaction with conflict of interest

(1) A transaction with conflict of interest is a transaction or several mutually related transactions that meets/meet the following cumulative conditions:

a) is carried out, directly or indirectly, between the company and the interested person and/or its affiliated persons under contractual conditions practiced by the company in the course of its economic activity; and

b) the value of the transaction/mutually related transactions or of the goods that constitute the object of the respective transaction/transactions exceeds 1% of the value of the company's assets according to the latest financial report.

(2) Under the conditions established in para.(1), the following are considered transactions with conflict of interest:

a) the purchase, sale or transfer, or receipt in any other way by the company of goods, services, rights, monetary means, financial instruments and any other assets;

b) the granting or receipt by the company of a loan, pledge, guarantee, suretyship or any other claim;

c) the granting or receipt of goods or rights for use, lease, rent or leasing;

d) the conclusion or assumption of commitments with subsequent performance.

(3) The additional issue of securities or the repurchase of securities under the conditions established by legislation shall not be considered a transaction with conflict of interest.

(4) An interested person in the carrying out by the company of the transaction is considered the person who is:

a) a shareholder who holds, alone or together with its affiliated persons, more than 25% of the voting shares of the company; or

b) a member of the company's board or of the company's executive body; or

c) a member of the company's board, proposed for this position upon the request of a shareholder of the company, in the case where the transaction is concluded between the company and this shareholder and/or its affiliated persons.

(5) The interested person in the carrying out by the company of the transaction is obliged to communicate to the executive body and the company's board about the existence of the conflict of interest between the company and the person in question and/or its affiliated persons before the decision on concluding the transaction with conflict of interest is taken, presenting the information that shall include the following elements:

a) the description of the situation that leads to the creation of the conflict of interest;

b) the goods, services, rights, financial instruments or any other assets related to the transaction with conflict of interest;

c) the share of voting shares held by the interested person and/or its affiliated persons.

(6) At the company's request, the interested person in the carrying out by the company of the transaction is obliged to repair the damage caused to the company and to compensate its lost income in the case where it did not communicate about the existence of the conflict of interest in accordance with para.(5) and/or voted for the conclusion of a transaction with conflict of interest in violation of the provisions of this law.

(7) For the failure to present or the late presentation of the information specified in para.(5), the interested persons in the carrying out by the company of the transactions shall be liable in accordance with the legislation.

[Art.85 as drafted by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.85 amended by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

Article 86. The decision on the conclusion by the company of the transaction with conflict of interest

(1) Any transaction with conflict of interest may be concluded or modified by the company only through the decision of the company's board, in the case where the value of the transaction does not exceed 10% of the value of the company's assets according to the latest financial report, or through the resolution of the general meeting of shareholders, in the manner established by this law and the company's articles of association.

(11 ) The company is obliged to publish, within 7 working days from the date of adoption, the decision on concluding the transaction with conflict of interest in the press body specified in the company's articles of association, disclosing the information that shall include the following elements:

a) the description and value of the transaction with conflict of interest, as well as the description of the situation that leads to the creation of the conflict of interest;

b) the goods, services, rights, financial instruments or any other assets related to the transaction with conflict of interest;

c) the interested person in the carrying out by the company of the transaction, indicating its name or designation;

d) the share of voting shares held by the interested person in the carrying out by the company of the transaction and/or its affiliated persons.

(12 ) The company that is a public interest entity shall disclose the information regarding the conclusion by the company of a transaction with conflict of interest also by placing it, within 3 working days, on the company's web page.

(2) Before the decision on concluding the transaction with conflict of interest is taken, the compliance with the manner of concluding the respective transaction shall be verified by:

a) the audit company – in companies that are public interest entities;

b) the censors' commission – in companies other than those specified in letter a).

(21 ) After the verification carried out in accordance with para.(2), the audit company shall issue to the company that is a public interest entity a report that shall include the following elements:

a) the description and value of the transaction with conflict of interest, as well as the description of the situation that leads to the creation of the conflict of interest;

b) the management body of the company that must adopt the decision on concluding the transaction with conflict of interest;

c) the opinion on compliance with the manner of determining the market value of the goods according to

art.76;

d) the opinion on possible losses or damages caused to the company.

(22 ) The report shall be presented to the company's board and, if the decision on concluding the transaction with a conflict of interest falls within its competence, to the general meeting of shareholders.

(3) For the company's board to adopt the decision on concluding the transaction with a conflict of interest, the unanimity of the elected members of the board who are not interested persons with regard to the conclusion of the transaction is required.

(4) If more than half of the elected members of the company's board are interested persons in carrying out the given transaction, it shall be concluded only by a decision of the general meeting of shareholders.

(5) The decision of the general meeting of shareholders on concluding transactions with a conflict of interest, in accordance with this law or with the company's articles of association, shall be adopted by a majority of votes from the total number of votes of persons who are not interested in concluding these transactions.

(51 ) The materials for the agenda of the general meeting of shareholders at which the matter of concluding the transaction with a conflict of interest is to be examined shall contain the report provided for in para.(21 ) and the documents related to the transaction in question, including the draft contract regarding the transaction.

(6) The person interested in carrying out the given transaction shall have to leave for a certain time the meeting of the company's board or the general meeting of shareholders at which, by open vote, it is decided on its conclusion. The presence of this person at the meeting of the company's board or at the general meeting shall be taken into account when establishing the quorum, and when determining the result of the vote, it shall be considered that this person did not participate in the voting. In the case of a meeting of the company's board or of the general meeting of shareholders held by correspondence or in mixed form, the ballot presented by the person interested in the company carrying out the transaction shall be taken into account when establishing the quorum, and when determining the result of the vote it shall be considered that this person did not participate in the voting.

(7) If the company's board or the general meeting of shareholders were not aware of all the circumstances related to the conclusion of the transaction with a conflict of interest and/or this transaction was concluded in violation of other provisions of this article, the company's board or the general meeting is entitled to demand from the head of the company's executive body:

a) to renounce the conclusion of such a transaction or to terminate it; or

b) to ensure, under the conditions of the legislation, the repair by the interested person of the damage caused to the company by carrying out this transaction.

[Para.(8) art.86 repealed by Law no.106 of 28.05.2015, in force 19.06.2015]

(9) The legislation or the company's articles of association may also contain additional conditions for concluding transactions with a conflict of interest.

(10) The provisions of this article do not apply to:

a) transactions of dependent enterprises which, according to art.10 para.(4), are carried out in accordance with the mandatory provisions of the dominant enterprise;

b) transactions of alienation or acquisition of the company's goods which are carried out through open auctions, with the publication of a notice in the Official Gazette of the Republic of Moldova at least 10 working days before the date of the auction;

c) if all shareholders are interested persons in carrying out the transaction.

[Art.86 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.86 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.86 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

TITLE VI RECORDS, FINANCIAL AND SPECIFIC REPORTS, CONTROL AND DISCLOSURE OF INFORMATION [Name of Title VI amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Chapter 16 RECORDS, FINANCIAL AND SPECIFIC REPORTS [Name of chap.16 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 87. Accounting records, financial and specific reports

(1) The company keeps accounting records and prepares financial and specific reports under the conditions of the legislation and the company's regulations.

(11 ) The content and manner of presentation of annual financial statements are provided by the normative acts in the field of accounting, approved by the Ministry of Finance, and the content and manner of presentation of specific reports are provided by the normative acts of the National Commission of the Financial Market.

(2) The company's annual financial report shall be verified and confirmed by the report of the company's audit commission, and in the case provided for in art.89 para.(1), also by the report of the audit company, no later than the deadline established by the accounting legislation for presenting the financial report to the district (municipal) financial bodies.

(3) The company's board and the annual general meeting of shareholders are not entitled to approve the annual reports of the executive body and of the company's board if these reports are presented without the company's financial report and the reports provided for in para.(2).

(4) The company is obliged to ensure the preservation of its record documentation, financial reports, specific reports and other reports in the manner and within the deadlines provided by the legislation.

(5) The company and its officials are liable, in accordance with the legislation, for:

a) negligence in keeping accounting records and in preparing financial reports and specific reports, as well as including in them inauthentic or erroneous data;

b) failure to preserve or late presentation of these reports to creditors, the company's shareholders and public authorities established by the legislation; as well as

c) publication of untrue information about the company's activity or evasion of publication of the information provided for by this law.

[Art.87 amended by Law no.54 of 30.03.2017, in force 14.04.2017]

[Art.87 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.87 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 88. Data on affiliated persons

(1) Affiliated persons of the company shall notify the company in writing about the company's shares belonging to them, indicating their class and number, within 10 days of acquisition.

(2) For failure to submit or late submission of the data provided for in para.(1), the affiliated persons of the company shall be liable in accordance with the legislation.

Chapter 17 EXTERNAL CONTROL

Article 89. Audit

(1) The mandatory audit of annual financial statements shall be carried out at the company in which the state's share exceeds 50% of the share capital. The selection of audit firms for auditing annual financial statements shall be carried out by the company in accordance with the criteria stipulated in para.(11 ). The procedure for selecting audit firms and the terms of reference shall be established by the Government.

(11 ) The audit firm must meet the following criteria:

a) according to the situation as of 31 December of the previous management period, the annex to the license for carrying out audit activity must indicate at least 2 certified auditors, one of whom must have at least 5 years of experience in the field;

b) the audit firm, as well as the auditors within the audit firm, must not have sanctions applied following the external quality control of audit works for the previous management period, a fact confirmed by the Audit Activity Supervisory Council.

(2) The requested audit of annual financial reports shall be carried out:

a) at the request of shareholders holding at least 10% of the company's voting shares. In this case, the audit services shall be paid by these shareholders, unless the decision of the general meeting of shareholders provides otherwise;

[Lit.b) para.(2) art.89 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

c) based on a court decision.

(3) The audit firm shall carry out the audit of annual financial reports and other related information in accordance with the legislation on audit activity and the audit contract and, based on its results, shall prepare the auditor's report.

(4) The audit firm is entitled, under the audit contract, to request documents regarding the company's activity held by the company's registrar and its management organization and necessary for the control of this activity.

(5) The audit firm cannot be an affiliated person of the company, the company's registrar and its management organization.

(6) The audit firm is not entitled to conclude with the company other contracts than the audit contract or the contract on the exercise of the functions of the censor commission.

(7) The company's compliance with the requirements established by this law and the legislation on the capital market shall be reflected in the auditor's report prepared by the audit firm, in accordance with the normative acts of the National Commission of Financial Market and the Ministry of Finance.

[Art.89 amended by Law no.138 of 17.06.2016, in force 01.07.2016]

[Art.89 amended by Law no.71 of 12.04.2015, in force 01.01.2016]

[Art.89 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.89 amended by Law no.71 of 12.04.2015, in force 01.05.2015]

[Art.89 amended by Law no.47 of 27.03.2014, in force 25.04.2014]

[Art.89 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.89 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 90. State control over the company's activity

(1) Control over the company's activity shall be exercised by the authorized state bodies, in the manner provided by the legislation.

(2) The exercise of control must not affect the normal regime of the company's activity.

(3) The main provisions of the control acts and decisions of the state bodies that exercised control over the company's activity shall be brought to the attention of the general meeting of shareholders.

Chapter 18 DISCLOSURE OF INFORMATION

Article 91. Publication of information about the company's activity

(1) The company shall disclose information regarding its activity in accordance with this law, the Law on the Capital Market and the normative acts of the National Commission of Financial Market.

(2) Subsidiaries of companies registered in other countries are obliged to disclose information regarding the state registration number and the country where they were registered.

(21 ) In addition to the information provided for in art.120 and 121 of the Law on the Capital Market, the annual and semi-annual reports of a company that is a public interest entity shall contain information regarding significant transactions and transactions with conflicts of interest concluded by the company during the reporting period, with disclosure of the information specified in art.83 para.(24 ) and art.86 para.(11 ) of this law.

(3) The press body in which the financial reports and information referred to in para.(1) and (2) are published, as well as other information provided for by this law about the company's activity, must be indicated in the company's statute and disseminated throughout the country.

[Art.91 amended by Law no.54 of 30.03.2017, in force 14.04.2017]

[Art.91 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.91 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 92. Access of bondholders and shareholders to the company's documentation

(1) The company is obliged to present to bondholders and shareholders for initiation the following documents:

a) the company contract (the declaration of incorporation of the company), the company's articles of association and all amendments and additions made to them;

b) the state registration certificate of the company;

c) the company's regulations, all amendments and additions made to them;

d) the contracts with the registrar, with the managing organization and with the audit company;

e) the minutes of the general meetings of shareholders and the voting ballots, except for the list of shareholders;

f) the minutes of the meetings of the company's board;

g) the list of the members of the company's board, the members of the executive body and the other persons with positions of responsibility of the company;

h) the list of interested persons, indicating the information provided for in art.85 para.(4);

i) the prospectuses of the company's public offers of securities, all amendments and additions made to them, as well as the reports on the totals of the issue of securities;

j) the data on the monthly volumes and average prices of transactions recorded in the register of holders of the company's securities;

j 1 ) the documents related to large-scale transactions and transactions with a conflict of interest, including the contracts regarding the transactions, the report provided for in art.86 para.(21 ), the corresponding primary documents, which justify the carrying out of the operation;

k) the financial reports;

l) the reports of the audit commission, the reports of the audit company, the control acts and the decisions of the state bodies that exercised control over the company's activity;

m) the annual reports of the company's board and of the company's audit commission;

n) the correspondence with shareholders;

o) other documents provided for by the company's articles of association or regulations.

(2) The company ensures the keeping, in accordance with the requirements of the State Body for the supervision and administration of the Archival Fund of the Republic of Moldova, of the documents provided for in para.(1) at the company's headquarters or in another place indicated in the company's articles of association, as well as the access of the bondholders and shareholders of the company to these documents.

(3) At the request of any bondholder or shareholder, the company shall present to them, against payment, within 5 working days, extracts and copies of the documents mentioned in para.(1) and of other documents provided for by the company's articles of association and regulations, except for documents that constitute the object of a state or commercial secret. The amount of the payment is established by the company and cannot exceed the volume of expenses for presenting the extracts, making copies of documents and for sending them.

[Art.92 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.92 amended by Law no.324 of 23.12.2013, in force 01.01.2014]

[Art.92 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

TITLE VII TERMINATION OF THE COMPANY'S ACTIVITY.

FINAL AND TRANSITIONAL PROVISIONS Chapter 19 REORGANIZATION OF THE COMPANY

Article 93. General provisions

(1) The reorganization of the company is carried out through merger (consolidation and absorption), division (split and separation) or transformation, in accordance with the Civil Code, with this law, with competition legislation and with legislation on the capital market.

(2) In the cases provided for by competition legislation and other legislation, the reorganization of the company may be carried out only with the consent of the authorized state body.

(3) The decision regarding the reorganization of one or more companies is taken by:

a) the general meeting of shareholders of each company separately;

b) the court of law in the cases provided for by law;

c) the authorized body, in the case of the application of the Insolvency Law no.149 of 29 June 2012.

(4) The decision regarding the reorganization of the company shall provide for the reorganization deadlines, the method of determining the proportions and sizes of the shares of the founders (shareholders) in the share capital of the companies involved in the reorganization.

(5) The reorganization of the company is carried out starting from the market value of the company's assets. The executive body of each of the companies involved in the reorganization shall draw up a detailed written report, which shall explain the reorganization project and shall specify the legal and economic basis of the proposal, in particular the exchange ratio of shares.

(6) Within 15 days from the date of taking the decision regarding the reorganization, the company shall notify its creditors in writing of this fact and shall publish a notice in the Official Monitor of the Republic of Moldova and, free of charge, on the official web page of the state registration body.

(7) The creditor is entitled to ask the company to undertake the measures provided for in art.45 para.(4)

within one month from the date of publication of the notification regarding the reorganization of the company.

(8) In the case of the absence of creditors' claims towards the company, the decision to reduce the share capital enters into force one month after the date of publication. In the case of the existence of the claims mentioned in

art.45 para.(4), the decision to reduce the share capital enters into force after their satisfaction.

(9) For the registration of the commercial companies arising in the process of reorganization of companies, the documents provided for by legislation and the reorganization authorization issued by the National Commission of the Financial Market are submitted. In the case of detecting deviations from legislation, the National Commission of the Financial Market is entitled to refuse the issuance of the authorization regarding the reorganization of the company.

(10) The decision regarding the reorganization of the company is submitted to the National Commission of the Financial Market for authorization within up to 6 months from the date of adoption. In the case of non-compliance with the indicated deadline, the reorganization decision loses its validity.

[Art.93 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.93 amended by Law no.90 of 29.05.2014, in force 27.06.2014]

[Art.93 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 94. Merger of companies

(1) The merger of companies is carried out through consolidation or absorption. The merger of companies is carried out by consolidating their balance sheets, with the conversion, as the case may be, of the securities of the companies and/or other participations of the companies involved in the merger into securities of the company that will continue to operate after the reorganization or of the newly created company.

(2) Consolidation has the effect of terminating the existence of the companies being reorganized and the full transfer of their rights and obligations to the newly established company.

(3) Absorption has the effect of terminating the existence of the absorbed companies following the reorganization and the full transfer of their rights and obligations to the absorbing legal entity.

(4) Consolidation and absorption are carried out based on the merger contract, approved by the general meeting of shareholders of each company participating in the reorganization. If the companies involved in the reorganization process through merger have issued shares of several classes, the reorganization decision will be adopted by the holders of shares of each class separately, whose rights have been affected. The rights of shareholders represented by shares of each class cannot be modified as a result of the reorganization, unless their decision provides otherwise.

(5) The merger contract will provide for the clauses established in the Civil Code and the method of determining, as the case may be, the conversion ratios of securities. The draft articles of incorporation of the company to be established, the transfer-receipt documents and the consolidated balance sheet shall be annexed to the merger contract.

(6) In the merger of companies, the share capital of the newly created (absorbing) company cannot exceed the total (aggregate) amount of the net assets of the companies participating in the merger. The participation of the founders (shareholders, associates) in the share capital of the newly created company will be proportional to the value of the participation they previously held, in relation to the net assets of the companies participating in the consolidation. The conversion (exchange) ratios of the shares in circulation (social parts) of the absorbed companies into shares of the additional issue of the absorbing company are established starting from the market value of the net assets attributable to one share of the companies involved in the reorganization.

(7) For the registration of the company established as a result of the consolidation, in addition to the documents provided by Law no. 220-XVI of 19 October 2007 on the state registration of legal entities and individual entrepreneurs, the minutes of the general meetings of shareholders of the companies participating in the consolidation, the transfer-receipt document and the consolidated balance sheet shall be submitted.

(8) The reorganization of the company through merger is considered completed:

a) in the case of consolidation, from the moment of cancellation of the securities, issued by the companies participating in the consolidation, from the State Register of Securities, and the closing of the personal accounts of the securities holders by the registrars of these companies;

b) in the case of absorption, from the moment of registration in the register of securities holders and/or in the articles of incorporation of the absorbing company of the securities holders of the absorbed company, the cancellation of the securities, issued by the absorbed companies from the State Register of Securities and the closing of the personal accounts of the securities holders by the registrars of the absorbed companies.

[Art. 94 amended by Law no. 106 of 28.05.2015, in force 19.06.2015]

Article 95. Division of the company

(1) The division of the company is carried out through split-up or separation.

(2) The split-up of the company has the effect of terminating its existence and transferring its rights and obligations to two or more companies being established.

(3) The separation has the effect of detaching a part of the company's patrimony, which will continue to operate after the reorganization, and transferring it to one or more existing or newly established companies.

(4) The division of the company is carried out by dividing its balance sheet:

a) proportionally to the divided participation held by shareholders in the share capital and in the net assets (at market price) of the company being reorganized through split-up;

b) proportionally to the separated participation held by shareholders in the share capital and in the net assets (at market price) of the company being reorganized through separation.

(5) The establishment of companies through division is carried out based on the decision of the general meeting of shareholders of the company being reorganized, at which the division project was approved.

(6) The division project will contain the data provided in art. 80 of the Civil Code. The draft articles of incorporation of the company to be established following the reorganization shall be annexed to the division project, as the case may be.

(7) The value share of the founders in the share capital and/or in the net assets of the company established following the division or of the existing company, to which a part of the patrimony is transferred, will be equivalent to the value share separated from the share capital and/or from the net assets of the company being reorganized.

(8) The company from which one or several companies have been separated is obliged to modify its statute and to decide on the treasury shares that will appear following the reorganization.

(9) The decision of the general meeting of shareholders regarding the reduction of the share capital by the company being reorganized through separation enters into force within the terms provided in art. 45.

The reduction of the share capital will be carried out by cancelling the treasury shares.

(10) The reduction of the share capital shall be recorded in the constitutive documents of the company being reorganized, after the state registration of the companies established as a result of the reorganization and/or amendment of the constitutive documents of the existing company, which receives part of the patrimony, and after the registration in the State Register of Securities of the reduction of the share capital by cancelling the treasury shares.

(11) For the registration of companies established by division, separation and/or amendment of the constitutive documents of the existing company to which part of the patrimony of the reorganized company is transferred, in addition to the documents provided by the Law on State Registration of Legal Entities and Individual Entrepreneurs, the decision of the general meeting of shareholders, the division plan, the transfer-acceptance act and the distribution balance sheet of the company being reorganized, as well as the authorization of the National Commission of the Financial Market, shall be submitted.

(12) The reorganization of the company by division shall be considered completed:

a) in the case of division, from the moment of cancellation of the securities placed by the company from the State Register of Securities and closure of the personal accounts of the holders of securities in the register of holders of securities of the reorganized company;

b) in the case of separation, from the moment of effecting the amendments in the State Register of Securities, in the constitutive documents of the reorganized company and closure of the personal accounts of the holders of securities, which are separated, in the register of holders of securities of the reorganized company.

[Art.95 amended by Law no.106 of 28.05.2015, in force 19.06.2015]

[Art.95 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 96. Transformation of the company

(1) The company is entitled to transform into a commercial company with another legal form of organization in accordance with the provisions of the legislation in force.

(2) The transformation of the company shall be done based on the decision of the general meeting of shareholders. This decision shall contain the data provided in art.33 para.(2) and shall establish the manner of transforming the rights of the shareholders into the rights of the associates of the commercial company being established.

(3) The size of the share of each associate in the equity of the commercial company being established cannot be reduced compared to the size of the shareholder's share in the share capital of the company being transformed.

(4) All rights and obligations of the reorganized company shall pass to the transformed company in accordance with the transfer act and the balance sheet of the transformed company.

Chapter 20 DISSOLUTION OF THE COMPANY

Article 97. General provisions

(1) The company may be dissolved only by decision of the general meeting of shareholders or of the court.

(2) The decision of the general meeting of shareholders regarding the dissolution of the company may be taken on the grounds provided by this law or by the company's articles of incorporation.

(3) The decision of the court regarding the dissolution of the company may be adopted on the grounds provided by the Civil Code or by this law, or by other legislative acts.

(4) Transactions with the company's securities shall be suspended on the date of announcement of the decision regarding its dissolution.

(5) The decision regarding the dissolution of the company shall be published in the Official Monitor of the Republic of Moldova within 10 days from adoption.

(6) If the general meeting of shareholders has taken the decision regarding the dissolution of the company before it concludes the first transaction with other persons, the dissolution of the company may take place without publishing the said decision. In this case, the shareholders shall be returned the contributions made by them after deducting the expenses related to the establishment and registration of the company.

(7) The liquidation of the company shall be carried out by a liquidation commission or by a liquidator, to which all powers of managing the current activity of the company shall pass.

(8) If over 30% of the voting shares of the company belong to the Republic of Moldova or to an administrative-territorial unit, their representative shall be included in the composition of the liquidation commission.

Failure to comply with this condition entails the nullity of the decisions taken by the liquidation commission.

(9) The liquidation commission or the liquidator, after settling with the company's creditors, shall draw up the liquidation balance sheet which shall be approved by the general meeting of shareholders.

(10) The dissolution (liquidation) of banks shall be carried out on the grounds, conditions and in the manner provided by the Law on Financial Institutions no.550-XIII of 21 July 1995.

[Art.97 supplemented by Law no.73 of 15.04.2011, in force 03.06.2011]

Article 98. Distribution of assets among shareholders upon liquidation of the company

(1) Upon liquidation of the company, the assets remaining after settling with the creditors shall be distributed by the liquidation commission or by the liquidator among the shareholders in the following order:

a) first, payments on the shares to be redeemed in accordance with

art.79;

b) second, the dividends on the announced but unpaid preferred shares and the liquidation value of these shares shall be paid;

c) third, payments on ordinary shares shall be settled.

(2) Payments due to the next order shall be made after settling all payments due to the previous order.

(3) If the assets remaining after the liquidation of the company are insufficient to settle all payments due to the first or second order, these payments shall be settled within the limits of the first or second order in accordance with the classes and proportionally to the number of shares indicated in para.(1)

lit.a) and lit.b).

Article 981. Forced dissolution of the company

(1) The company may be subject to forced dissolution by decision of the court, based on the request of shareholders or of the National Commission of the Financial Market, in the cases where:

a) has not kept or does not ensure the keeping of the shareholders' register in accordance with the requirements of the legislation;

b) has not ensured the mandatory minimum amount of the share capital or has not adopted the decision on reorganization or dissolution.

(2) The court shall appoint a fiduciary administrator for the forced dissolution of the company.

(3) Companies subject to forced dissolution shall be exempt from payment for the publication of the notice in the Official Gazette of the Republic of Moldova and from fees for exclusion from the State Register of Legal Entities and from the State Register of Securities.

(4) On the date of the pronouncement of the court decision regarding the initiation of the forced dissolution of the company, the National Commission of the Financial Market shall remove its securities from the State Register of Securities.

[Art.981 amended by Law no.73 of 15.04.2011, in force 03.06.2011]

Chapter 21 FINAL AND TRANSITIONAL PROVISIONS

Article 99. Particularities of the application of this law to agricultural companies [Para.(1) art.99 repealed by Law no.163-XVI of 13.07.2007, in force 01.01.2008]

(2) The share capital of the agricultural company may be constituted from the value of the contributions provided for in

art.41 para.(2) and/or from the value shares of the patrimony, calculated and perfected in accordance with the legislation.

(3) The owner of the land (equivalent land share) is entitled to transfer this land (share) to the company under lease conditions or with a right of use, contributed as a contribution to the share capital of the company.

(4) The conditions, manner and terms of transferring the lands (equivalent land shares) to the company under lease shall be established in the lease contract, and in the case of contributing the right of use of these lands (shares) as a contribution to the share capital, in the founding documents of the company.

(5) If, 3 months before the expiry of the term established in the lease contract or in the company's statute, the owner of the land (equivalent land share) has not declared his intention to modify the clauses of the contract or to terminate or modify it or to extinguish the right of use of this land (share), the lease contract or the right of use shall be considered extended for the previously established term.

(6) In the case of extension of the right of use of the land (equivalent land share), the company is obliged to additionally grant to the land owner (share) shares whose value shall be equivalent to the monetary valuation of this right.

(7) In the case of refusal of the land owner (of the equivalent land share) to extend the lease contract or the right of use of this land (share), the withdrawal of the land (share) shall be carried out in the manner provided by the land legislation and other legislation.

Article 100. Particularities of the application of this law to companies established in the privatization process and banks

(1) Companies established in the process of privatization of the patrimony of state and municipal enterprises before the completion of the privatization of this patrimony do not have the right to issue shares without nominal value.

(2) In accordance with the decision of the general meeting of shareholders, taken after the completion of the privatization process of the patrimony of the companies mentioned in para.(1), shares with nominal value may be converted into shares without nominal value.

(3) The provisions of art.2 para.(6) shall not extend to banks established in the form of closed-type companies until 1 January 2001.

Article 101. Entry into force of this law

(1) This law shall enter into force on the date of publication.

(2) From the date of entry into force of this law, legal acts in force on the territory of the Republic of Moldova, until their harmonization with this law, shall be applied to the extent that they do not contradict this law.

(3) The statutes of companies registered before the entry into force of this law shall be harmonized with it by 1 June 1998. For the registration of amendments and completions made in connection with this in the statutes of the mentioned companies, no fee shall be charged.

(4) The statutes of companies which, by 1 June 1998, are not harmonized with this law shall be considered invalid and any shareholder of the company or the National Commission of the Financial Market is entitled to apply to the court with a request to compel the company to make the respective amendments and completions in the statute.

(5) The Government, by 1 October 1997:

a) shall submit to the Parliament proposals for harmonizing the legislation with this law;

b) shall harmonize its normative acts with this law;

c) shall adopt normative acts that would ensure the implementation of this law, including:

the regulation on the manner of determining the value of net assets (equity) of commercial companies;

the regulation on the manner of preparing and holding general meetings of shareholders of open companies.

(6) On the date of entry into force of this law, Law no.847-XII of 3 January 1992 on joint-stock companies is repealed.

PRESIDENT OF THE PARLIAMENT Dumitru MOŢPAN Chişinău, 2 April 1997.

No.1134-XIII.

---

• Republished on the basis of Parliament Decision no.1546-XIII of 25.02.1998 – Official Gazette of the Republic of Moldova, 1998, no.26-27, art.176.

Amended and supplemented by the Laws of the Republic of Moldova:

1) Law no.244-XIV of 23.12.1998 – Official Gazette of the Republic of Moldova, 1999, no.10-11, art.47;

2) Hot. Constitutional Court no.26 of 13.05.1999 – Official Gazette of the Republic of Moldova, 1999, no.56-58,

art.37;

3) Law no.737-XIV of 17.12.1999 – Official Gazette of the Republic of Moldova, 2000, no.5-7, art.33;

4)Law no.1124-XIV of 07.07.2000 – Official Gazette of the Republic of Moldova, 2000, no.94-97, art.680;

5) Law no.1141-XIV of 14.07.2000 – Official Gazette of the Republic of Moldova, 2000, no.106-108, art.763;

6) Law No. 1401-XIV of 07.12.2000 – Official Gazette of the Republic of Moldova, 2000, No. 64-66, art. 461;

7) Law No. 117-XV of 27.04.2001 – Official Gazette of the Republic of Moldova, 2001, No. 78-80, art. 574;

8) Law No. 802-XV of 05.02.2002 – Official Gazette of the Republic of Moldova, 2002, No. 50-52, art. 334;

9) Law No. 997-XV of 18.04.2002 – Official Gazette of the Republic of Moldova, 2002, No. 56, art. 401;

10) Law No. 1300-XV of 25.07.2002 – Official Gazette of the Republic of Moldova, 2002, No. 117-119, art. 966;

11) Law No. 1440-XV of 08.11.2002 – Official Gazette of the Republic of Moldova, 2002, No. 178-181, art. 1354;

12) Law no.1528-XV of 12.12.2002 – Official Gazette of the Republic of Moldova, 2002, no.190-197, art.1443;

13) Law no.154-XVI of 21.07.2005 – Official Gazette of the Republic of Moldova, 2005, no.126-128, art.611;

14) Law no.200-XVI of 28.07.2005 – Official Gazette of the Republic of Moldova, 2005, no.107-109, art.569;

15) Law no. 268-XVI of 28.07.2006 – Official Gazette of the Republic of Moldova, 2006, no. 142-145, art. 702;

16) Law no. 130-XVI of 07.06.2007 – Official Gazette of the Republic of Moldova, 2007, no. 94-97, art. 418;

17) Law no. 163-XVI of 13.07.2007 – Official Gazette of the Republic of Moldova, 2007, no. 141-145, art. 593.