Legea nr. 202 din 06.10.2017 privind activitatea băncilor (Law No. 202 of 6 October 2017 on the Activity of Banks)

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

PARLIAMENT OF THE REPUBLIC OF MOLDOVA

L A W on the activity of banks

no. 202 of 06.10.2017 (in force 01.01.2018)

Official Gazette of the Republic of Moldova no. 434-439 art. 727 of 15.12.2017

• • • C O N T E N T S Title I GENERAL PROVISIONS Chapter 1 SUBJECT MATTER, DEFINITIONS, SCOPE OF APPLICATION AND OTHER GENERAL PROVISIONS

Article 1. Subject matter

Article 2. Scope of application and other general provisions

Article 3. Definitions

Chapter 2 POWERS OF THE COMPETENT AUTHORITY

Article 4. The competent authority for banks in the Republic of Moldova

Article 5. Supervisory powers of the competent authority

Chapter 3 PROHIBITIONS

Article 6. Prohibition to carry out the activity of attracting deposits

Article 7. Name of the bank

Title II REQUIREMENTS REGARDING ACCESS TO THE ACTIVITY OF BANKS Chapter 1 MINIMUM REQUIREMENTS FOR ACCESS TO ACTIVITY

Article 8. Licence and competence to grant the licence

Article 9. Initial capital

Article 10. Registered office

Article 11. Management of the activity

Article 12. Shareholders

Article 13. Business programme, organisational structure and business management framework

Article 14. Activities permitted to banks

Article 15. Restrictions in carrying out certain activities Chapter 2 LICENSING OF BANKS

Article 16. Application for the issuance of the licence

Article 17. Licensing process

Article 18. Prior consultation with other authorities within the licensing process

Article 19. Grounds for rejecting the application for the granting of the licence

Article 20. Term of the licence. Certified copies of the licence. Fees

Article 21. Register of banks

Article 22. Withdrawal of the licence

Article 23. Publication and entry into force of the decision to withdraw the licence

Chapter 3 REGIME OF BRANCHES OF BANKS FROM OTHER STATES

Article 24. Conditions for carrying out the activity of branches of banks from another state

Article 25. Name of the branch

Article 26. Licensing requirements for the branch

Article 27. Endowment capital of the branch

Article 28. Management of the branch

Article 29. Assessment of the quality of the bank requesting the establishment of the branch

Article 30. Withdrawal of the branch's licence

Article 31. Publication of information by the branch

Chapter 4 REGIME OF CERTAIN CHANGES IN THE SITUATION OF BANKS

Article 32. Opening of branches and representative offices

Article 33. Opening of branches on the territory of other states

Article 34. Merger or division

Article 35. Changes in the situations of banks

Title III PRUDENTIAL REQUIREMENTS Chapter 1 ORGANISATION AND MANAGEMENT

Article 36. Organisation of banks

Article 37. Articles of association and internal regulations

Article 38. Business management framework

Article 381. Responsible lending requirements

Article 39. Remuneration policy

Article 40. Management body

Article 41. Bank council

Article 42. Executive body of the bank

Article 43. Application of governance principles

Article 44. Specialised committees of the bank council

Chapter 2 SHAREHOLDING OF THE BANK

Article 45. Obligation to obtain prior approval and restrictions

Article 46. Exemption from the obligation to request prior approval

Article 47. The process of requesting prior approval

Article 48. Assessment of the potential acquirer/acquirer

Article 49. Collaboration with other competent authorities in the assessment of the potential acquirer

Article 50. Notification of the transfer or reduction of a qualifying holding

Article 51. Subsequent information

Article 52. Non-compliance with the requirements regarding the quality of shareholders

Article 521. The procedure for cancellation, issuance, sale, acquisition and conversion of participation shares held in non-compliance with the requirements regarding the quality of shareholders

Article 53. Transfer of a holding in a bank by a person resident in jurisdictions that do not implement international transparency standards

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

Chapter 3 QUALIFYING HOLDINGS OF BANKS

Article 55. The value of a qualifying holding in a bank

Article 56. Prohibition of acquiring control in entities outside the financial sector

Article 57. Exceptions

Article 58. Prior approval of the National Bank of Moldova

Chapter 4 REQUIREMENTS FOR RISK COVERAGE AND REPORTING

Article 59. The level of application of prudential requirements

Article 60. Own funds and their minimum level for risk coverage

Article 61. Methodologies for determining own funds requirements

Article 62. Prior approvals related to own funds

Article 63. Capital buffers

Article 631. Requirements regarding macroprudential policy instruments

Article 64. Own funds requirements for credit risk coverage

Article 65. The standardized approach to credit risk

Article 66. The internal ratings-based approach to credit risk

Article 67. Treatment of credit risk mitigation techniques

Article 68. Treatment of exposures related to securitization positions

Article 69. Cases of using various approaches to credit risk

Article 70. Own funds requirements for operational risk coverage

Article 71. Own funds requirements for market risk coverage

Article 72. Internal models-based approaches and other approvals granted by the National Bank of Moldova for market risk

Article 73. Own funds requirements for covering other risks

Article 74. Requirements regarding large exposures

Article 75. Exposures to transferred credit risk

Article 76. Liquidity requirements

Article 77. Calculation of the leverage ratio

Article 78. The process of assessing capital adequacy to risks

Article 79. The process of assessing liquidity adequacy

Article 80. Transactions with persons affiliated with the bank

Article 81. Prohibition of certain operations with persons affiliated with the bank

Article 82. Outsourcing

Article 83. Other prudential requirements

Article 84. Reporting requirements

Chapter 5 ACCOUNTING RECORDS, FINANCIAL STATEMENTS AND AUDIT

Article 85. Accounting records in banks

Article 86. Presentation of financial statements

Article 87. Conducting audits for other purposes

Article 88. Approval of the audit entity

Article 89. Obligations of the audit entity to inform and communicate with the National Bank of Moldova

Article 90. Withdrawal of approval of the audit entity

Chapter 6 PUBLICATION REQUIREMENTS FOR BANKS

Article 91. Scope of application of publication requirements

Article 92. Frequency of publication

Article 93. Means of publication

Article 94. Specific publication requirements

Title IV POLICIES FOR PREVENTING AND COMBATING MONEY LAUNDERING AND TERRORISM FINANCING.

BANKING SECRECY AND CONFLICTS OF INTEREST

Article 95. Policies for preventing and combating money laundering and terrorism financing

Article 96. Obligation to maintain confidentiality

Article 97. Conditions for providing information constituting banking secrecy

Article 98. Declaration of material interest

Title V PRUDENTIAL SUPERVISION AND PUBLICATION REQUIREMENTS FOR THE NATIONAL BANK OF MOLDOVA Chapter 1 PRUDENTIAL SUPERVISION

Article 99. Prudential supervision of banks as legal entities in the Republic of Moldova

Article 100. The review and evaluation process

Article 101. Technical criteria that the National Bank of Moldova takes into account in the review and evaluation process

Article 102. Analysis of the use of internal approaches

Article 103. Application of the supervisory process to banks with a similar risk profile

Article 104. Monitoring of internal approaches for calculating exposure values

Article 105. Monitoring of liquidity risk profiles

Article 106. The prudential supervision programme

Article 107. Collaboration on supervision

Article 108. Supervision of branches in the Republic of Moldova of banks from other states

Chapter 2 CONSOLIDATED SUPERVISION Section 1 Principles for carrying out consolidated supervision

Article 109. Competent authority responsible for consolidated supervision of banks

Article 110. Coordination of supervisory activities

Article 111. Collaboration agreements in the field of consolidated supervision

Article 112. Colleges of supervisors

Article 113. Cooperation obligations

Article 114. Collaboration between competent authorities in the Republic of Moldova

Article 115. Verification of information regarding entities from other states

Article 116. Application of prudential requirements on a consolidated basis

Section 2 Financial holding companies, mixed financial holding companies and mixed activity holding companies

Article 117. Inclusion of holding companies in consolidated supervision

Article 118. Supervision of mixed financial holding companies

Article 119. Qualification of directors

Article 120. Requests for information and inspections

Article 121. Intragroup transactions with mixed activity holding companies

Article 122. Measures to facilitate consolidated supervision of holding companies

Article 123. Cooperation with supervisory authorities of insurers and investment service providers

Article 124. Measures and sanctions applicable to holding companies

Article 125. Assessment of the equivalence of consolidated supervision from other states

Chapter 3 EXCHANGE OF INFORMATION WITH OTHER COMPETENT AUTHORITIES AND ENSURING CONFIDENTIALITY IN THE PROCESS OF EXERCISING SUPERVISORY ATTRIBUTIONS

Article 126. Professional secrecy of the National Bank of Moldova

Article 127. Use of confidential information

Article 128. Cooperation agreements

Article 129. Exchange of information with other competent authorities and entities

Article 130. Exchange of information with other authorities

Article 131. Transmission of information relevant from a monetary, deposit protection, systemic risk or payment supervision perspective

Article 132. Transmission of information to other entities

Article 133. Disclosure of information obtained during controls

Article 134. Disclosure of information regarding clearing and settlement services

Article 135. Processing of personal data

Chapter 4 PUBLICATION REQUIREMENTS FOR THE NATIONAL BANK OF MOLDOVA

Article 136. General requirements regarding publication

Article 137. Specific publication requirements

Chapter 5 SUPERVISORY MEASURES, SANCTIONS AND OTHER PUNITIVE MEASURES

Article 138. Supervisory and sanctioning powers

Article 139. Supervisory measures

Article 140. Sanctionable facts

Article 141. Applicable sanctions and punitive measures

Article 142. Application of sanctions and other punitive measures

Article 143. Establishment of facts and issuance of decisions

Article 144. Contestation of acts of the National Bank of Moldova

Article 1441. Particularities of liability for damage caused by an illegal administrative act of the National Bank of Moldova issued in application of this law or by its failure to resolve within the legal term a request regarding the application of this law

Article 1442. Particularities of determining the amount of damage caused to the person who held the capacity of shareholder of the bank by the illegal administrative act of the National Bank of Moldova regarding the withdrawal of the bank's license and the initiation of the forced liquidation process of the bank

Article 145. Suspension of execution of acts of the National Bank of Moldova

Article 146. Publication of sanctions

Article 147. Reporting of violations

Title VI TRANSITIONAL AND FINAL PROVISIONS

Article 148. Transitional provisions

Article 149. Final provisions

Note: Throughout the law, the words "audit company", in any grammatical form, are replaced with the words "audit entity" in the corresponding grammatical form in accordance with Law No. 174 of 11.07.2024, in force 02.08.2024

Parliament adopts this organic law.

This law partially transposes:

– Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, published in the Official Journal of the European Union L 176 of 27 June 2013, as amended by Directive (EU)

2019/878 of the European Parliament and of the Council of 20 May 2019 (CELEX:

32013L0036);

– Regulation No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No. 648/2012, published in the Official Journal of the European Union L 176 of 27 June 2013 (CELEX: 02013R0575-20230628).

[Harmonization clause introduced by Law No. 174 of 11.07.2024, in force 02.08.2024]

Title I GENERAL PROVISIONS

Chapter 1 SUBJECT MATTER, DEFINITIONS, SCOPE OF APPLICATION AND OTHER GENERAL PROVISIONS

Article 1. Subject matter This law regulates:

a) the conditions for access to the activity of banks and for carrying on that activity on the territory of the Republic of Moldova;

b) the prudential requirements established for banks in accordance with this law and with the normative acts issued in application thereof;

c) the powers, instruments and procedures for the prudential supervision of banks by the National Bank of Moldova;

d) the prudential supervision of banks by the National Bank of Moldova in a manner corresponding to the rules established by this law and by the normative acts issued in application thereof;

e) the disclosure requirements for the National Bank of Moldova in the field of regulation and prudential supervision of banks.

Article 2. Scope of application and other general provisions

(1) This law applies to:

a) banks that are legal persons of the Republic of Moldova, including their branches abroad;

b) branches of banks from other states, with regard to their activity carried out in the Republic of Moldova.

(2) For the purpose of carrying out the prudential supervision of banks, the provisions of this law also apply to other categories of persons as follows:

a) Chapter 2 of Title V applies to financial holding companies, mixed financial holding companies and mixed activity holding companies – legal persons of the Republic of Moldova;

b) Chapter 5 of Title III applies to audit entities of banks and audit entities of financial holding companies, mixed financial holding companies and mixed activity holding companies – legal persons of the Republic of Moldova.

(3) In the licensing, notification and approval processes provided for by this law, the provisions of Law No. 160/2011 on the regulation through authorization of entrepreneurial activity shall not apply.

Article 3. Definitions For the purposes of this law, the following definitions shall apply:

potential acquirer – any natural or legal person or group of such persons acting in concert, who intend to acquire, by any means, directly or indirectly, including as beneficial owner, shares in the capital of a bank in connection with a proposed acquisition;

proposed acquisition – the decision taken by a potential acquirer for the purpose of acquiring, directly or indirectly, including as beneficial owner, by any means, a qualifying holding in a bank or of increasing its qualifying holding, so that the proportion of its voting rights or of its holding in the share capital reaches or exceeds the level of 5%, 10%, 20%, 33% or 50%, or so that the bank becomes its subsidiary;

affiliate of another person shall be considered:

a) the members of the management body, and in the case of a bank, also certain categories of persons holding key functions as provided in the normative acts of the National Bank of Moldova;

b) the legal and/or natural persons who, directly or indirectly, individually or in concert, hold or control 1% or more of the bank's capital, including their beneficial owners.

If the spouse of such a person or a first-degree relative holds or controls a holding in the share capital of the bank, regardless of its size, then that holding shall be considered to be held and controlled by that person;

c) any person who controls the person or is under the control of the person, or together with the person is under the control of another person;

d) any entity associated with the person or any entity party to joint arrangements, any entity associated with or any entity party to joint arrangements of a member of the group of persons acting in concert with the person or the entities and the person – parties to joint arrangements of another person;

e) the persons affiliated with the persons specified in letters a)–d);

f) the person affiliated with the natural person – the spouse, first- and second-degree relatives and in-laws of the natural person, the spouses of the mentioned relatives and in-laws, as well as the legal person over which the natural person and/or the persons affiliated with them hold control or hold a share in joint arrangements or exercise significant influence or are members of the management body;

g) the person through whom a transaction with the bank is carried out in the interest of the person provided for in letters a)–f) and who is considered to be influenced by the person provided for in letters a)–f) in the respective transaction due to the existence of employment, civil or other relations between these persons, determined in accordance with the regulations of the National Bank of Moldova;

h) other persons determined by the National Bank of Moldova through its normative acts;

insurer/reinsurer – a company carrying out insurance/reinsurance activity as defined in Law No. 407/2006 on insurance;

joint venture – a contractual commitment or other similar commitment through which two or more persons carry out an economic activity subject to joint control;

competent authority – a public authority or body officially recognized under national law, which is empowered, under the legislation, to supervise banks, as the case may be, investment firms, as part of the supervision system existing in a state;

bank – a legal person whose activity consists in attracting deposits or other repayable funds from the public and in granting credits on its own account;

beneficial owner – a natural person who ultimately owns or controls, directly or indirectly, the potential acquirer or the direct or indirect holder of a holding in the share capital of the bank or of the voting rights;

client – any person who benefits or has benefited from the services of a bank or the person with whom the bank has negotiated a transaction, even if that transaction was not completed;

control – the relationship between a parent undertaking and its subsidiary, according to the definitions in this article, or a similar relationship between a person and an undertaking, de jure or de facto;

credit – any commitment to grant money as a loan, subject to their repayment, payment of interest and other related payments; any extension of the debt repayment term; any guarantee issued, as well as any commitment to acquire a claim or other rights to make a payment;

subordinated debt – a loan that cumulatively meets the following criteria:

a) it is not secured;

b) the maturity term is at least 5 years. If the maturity term is not fixed, the loan is repayable at the sole discretion of the bank, but not earlier than 5 years from the date of granting;

c) the granting conditions do not contain any incentive regarding early repayment by the bank;

d) the provisions governing subordinated debts do not indicate explicitly or implicitly that the subordinated debts will be or could be repaid early by the bank in cases other than the liquidation of the bank;

e) in the event of the bank's liquidation, it is paid after the claims of all the bank's creditors have been settled, but before the settlement of the claims of shareholders, of former holders of a share in the bank's share capital against whom the measures provided by law regarding the cancellation and issuance of new shares have been ordered, if they hold a claim against the bank resulting from the cancellation of the shares held by them, and of the holders of subordinated debts issued under the conditions of Art. 521;

deposit – an amount of money deposited, which cumulatively meets the following requirements:

a) it is to be repaid either on demand or at term, with or without interest or with any other benefit, or under the conditions agreed jointly by the depositor (the person depositing the money) or his/her proxy and the bank accepting the money;

b) it does not relate to subordinated debts, ownership or services, including insurance services;

c) it is evidenced by any written record or by any receipt, certificate, note or other document of the bank accepting the money;

indirect holder/acquirer – the person, including the beneficial owner, who holds/acquires a holding in the share capital of the bank through another person over whom he/she exercises control;

qualified holding – a direct or indirect holding in an undertaking, which represents at least 1% of the share capital or of the voting rights or which makes it possible to exercise an influence over the management of the undertaking in decision-making in the general meeting or in the management body, representing less than 1% of the share capital or of the voting rights;

associated entity – an entity in which the person has the ability to participate in decision-making on the financial and operational policies of the entity in which this person holds, directly or indirectly, 20% or more of the voting rights, without exercising control or joint control over those policies;

entity in the financial sector – any of the following:

a) a bank;

b) an investment firm;

c) a non-bank financial company;

d) an undertaking providing ancillary services included in the consolidated financial statement of a bank or investment firm;

e) an insurer;

f) a reinsurer;

g) a mixed-activity holding company;

h) an insurance holding company and a mixed-activity insurance holding company;

i) an undertaking from another state with a main activity comparable to that of any of the entities mentioned in the respective definition;

regulated entity – a bank, insurer/reinsurer or investment firm;

outsourcing – the use by a bank of a supplier of goods and services, which may also be an affiliated entity within a group or an entity outside the group, for the purpose of carrying out by the latter, on a contractual basis and continuously, of activities/operations normally carried out by the bank in question;

subsidiary – a legal person in a relationship with a parent undertaking, in one of the situations provided for in the notion "parent undertaking". The subsidiaries of a subsidiary shall be considered subsidiaries of the undertaking which is the initial parent undertaking;

ancillary services undertaking – an undertaking whose principal activity is the holding or administration of property, the administration of data processing services or a similar activity which is ancillary to the principal activity of one or more banks and/or investment firms;

parent undertaking – a person who is in any of the following situations:

a) holds the majority of the voting rights in another person (subsidiary);

b) has the right to appoint or replace the majority of the members of the management body of another person (subsidiary) and is at the same time a shareholder/associate or member of that person (subsidiary);

c) has the right to exercise a dominant influence over a person (subsidiary), whether or not being a shareholder/associate or member thereof, by virtue of a contract concluded with that person (subsidiary) or of provisions in the constitutive act of the person (subsidiary), where the law applicable to the person (subsidiary) allows it to be subject to such contracts or provisions;

d) is a shareholder/associate or member of a person (subsidiary) and the majority of the members of the management body of that person (subsidiary), in office during the current management period, during the previous management period and up to the date on which the annual consolidated financial statements are drawn up, have been appointed as a result of the exercise of their voting rights; this provision shall not apply where another person has vis-à-vis the subsidiary the rights provided for in letter a), b) or c);

e) is a shareholder/associate or member of a person (subsidiary) and alone controls, on the basis of an agreement concluded with other shareholders/associates or members of that person (subsidiary), the majority of the voting rights in that subsidiary;

f) effectively exercises a dominant influence over another person (subsidiary) according to the criteria provided for in the normative acts of the National Bank of Moldova;

close links – a situation in which two or more natural or legal persons are linked to each other in any of the following ways:

a) through a direct holding or through control, of at least 20% of the capital of an undertaking or of the voting rights;

b) through control;

c) through a permanent link between both or all of these persons and the same third person through a control relationship;

management body – the bodies of a bank which are appointed in accordance with the applicable legislation and are empowered to establish the strategy, objectives and general direction of the bank and which supervise and monitor the management decision-making process and the natural persons who effectively conduct the activity of the bank;

person – a natural or legal person, a group of natural and/or legal persons, registered as such or not;

persons acting in concert – persons in a situation where each of them decides to exercise their rights related to a holding acquired or to be acquired in accordance with an implicit or explicit agreement concluded between them. Until proven otherwise, the following persons are presumed to act in concert:

a) persons who have acquired shares of the bank in circumstances which indicate the coordinated acquisition or the common intention of these persons to acquire the shares of the bank;

b) the persons involved:

• persons who control or are controlled by another person or who are under common control;

• persons who are a direct or indirect party to agreements for the purpose of obtaining or jointly exercising voting rights, if the shares which are the object of the agreement may confer a controlling position;

• natural persons within the legal person, who have management or control duties;

• persons who can appoint the majority of the members of the management bodies within a person;

• any person who, according to civil legislation, is related to the natural person mentioned above by a kinship relationship of the first and second degree, the spouses of the person and of the person's relatives, the relatives by marriage of the person and the spouses of the relatives by marriage, as well as the companies under their control;

c) the parent undertaking together with its subsidiaries, as well as any of the subsidiaries of the same parent undertaking among themselves;

d) a person and the members of its management body and the persons involved, as well as these persons among themselves;

e) a person with its pension funds and with the person who administers these funds;

f) persons who, in the course of economic operations, use financial resources having the same source or coming from different entities which are persons involved;

g) persons who, in the course of economic operations, direct the benefits thus obtained to the same recipient or to recipients who are persons involved;

h) legal persons whose ownership structures or whose management body have predominantly the same composition;

i) persons who have adopted or adopt a similar investment policy, through the acquisition of financial instruments issued by the same issuer or by persons involved with the same issuer and/or through the disposal of financial instruments issued by the same issuer or by persons involved with the same issuer;

j) persons whose identical exercise of the rights conferred by the securities issued by the bank indicates a common long-term policy with reference to that bank;

k) persons who, for the conduct of economic operations, representation of interests or exercise of voting rights conferred by the financial instruments held, have designated or designate as proxy (proxies) the same person (persons) who is (are) an involved person(s);

l) persons who have associated in any legal form recognized by law, and the purpose or objective of the association is operations related to the bank;

m) persons who have held or hold at the same time holdings in one or more legal persons, exercising control over them and pursuing a common policy;

n) persons who have conducted or conduct economic operations together;

o) other persons determined by the National Bank of Moldova, according to the criteria established in the normative acts;

persons holding key positions – members of staff whose positions give them significant influence over the direction of the bank, but who are not members of the management body. Among the persons holding key positions may be counted the heads of important lines of activity, of branches, of support and control functions. The categories of natural persons holding key positions are determined by the normative acts of the National Bank of Moldova;

public – any natural person or legal person who does not have the knowledge and experience necessary to assess the risk of non-repayment of placements made. This category does not include: the state, central public administration authorities,

regional and local, government agencies, banks, non-bank financial companies, other similar companies and any other person considered a qualified investor within the meaning of the legislation on the capital market;

systemic risk – the risk of disruption of the financial system, which may have very serious negative consequences for the financial system and the real economy;

consolidated situation – the situation resulting from the application of the requirements of Chapter 2 Title V of this law in the case of a bank or investment firm, as if they form, together with one or more entities, a single bank or a single investment firm;

investment fiduciary management company – investment fiduciary management company as defined in Law No. 171/2012 on the capital market;

systemically important company – parent bank/parent investment firm, parent financial holding company, parent mixed financial holding company or bank/investment firm whose failure or malfunctioning could trigger a systemic risk;

investment firm – investment firm as defined in Art. 6 of Law No. 171/2012 on the capital market;

financial holding company – a non-bank financial company whose subsidiaries are, exclusively or mainly, banks, investment firms or non-bank financial companies, at least one of these subsidiaries being a bank or an investment firm, and which is not a mixed financial holding company;

mixed financial holding company – a parent undertaking other than a regulated entity, which, together with its subsidiaries, at least one of which is a regulated entity with its seat on the territory of the Republic of Moldova, and with other entities, constitutes a financial conglomerate;

non-bank financial company – an undertaking, other than a bank or investment firm, whose main activity consists in acquiring holdings or in carrying out one or more activities mentioned in Art. 14 para. (1) letters b)–p), including a financial holding company, a mixed financial holding company and an investment fiduciary management company, but excluding insurance holding companies and mixed activity insurance holding companies;

mixed activity holding company – a parent undertaking, other than a financial holding company, a bank, an investment firm or a mixed financial holding company, whose subsidiaries include at least one bank or investment firm;

home state – the state in which a bank is established and was licensed;

host state – the state in which a bank has a branch;

branch – a separate subdivision of the bank, which is a part legally dependent on that bank and which directly carries out all or some of the transactions specific to the activity of banks;

consolidating supervisor – the competent authority responsible for carrying out supervision on a consolidated basis (on the basis of the consolidated situation) of the parent bank or parent investment firm and of the banks or investment firms controlled by parent financial holding companies or parent mixed financial holding companies, where these companies are of the highest rank within a group.

[Art. 3 supplemented by Law No. 174 of 11.07.2024, in force 02.08.2024]

[Art. 3 supplemented by Law No. 110 of 15.06.2018, in force 06.07.2018]

Chapter 2 DUTIES OF THE COMPETENT AUTHORITY

Article 4. The competent authority for banks in the Republic of Moldova

(1) The National Bank of Moldova is the competent authority for banks. In this sense, the National Bank of Moldova exercises the duties of licensing, regulation and prudential supervision in accordance with the provisions of this law and Law No. 548/1995 on the National Bank of Moldova.

(2) The recovery and resolution powers of the National Bank of Moldova are exercised in accordance with Law No. 232/2016 on the recovery and resolution of banks.

(3) The National Bank of Moldova ensures that, in carrying out its duties, the supervisory function under this law and any other functions thereof provided for in Law No. 548/1995 on the National Bank of Moldova are separate and independent from the resolution function exercised in accordance with Law No. 232/2016 on the recovery and resolution of banks.

Article 5. Supervisory duties of the competent authority

(1) The National Bank of Moldova carries out prudential supervision of banks operating on the territory of the Republic of Moldova through the instruments, measures and procedures provided for by this law and by the normative acts issued in its application.

(2) The National Bank of Moldova supervises the activities of banks, as well as, where it is the competent authority responsible for supervision on a consolidated basis, the activities of financial holding companies and mixed financial holding companies, for the provisions applicable to them, for the purpose of assessing compliance with the prudential requirements provided for by this law and by the normative acts issued in its application.

(3) In exercising its powers provided for by law, the National Bank of Moldova collects and processes any relevant data and information, including of the nature of personal data, necessary for assessing the compliance of banks, as well as, where it is the competent authority responsible for supervision on a consolidated basis, of financial holding companies and mixed financial holding companies, with the prudential requirements provided for by this law and by the normative acts issued in its application and for investigating possible breaches of these requirements.

(4) In fulfilling the function of prudential supervision and of applying the sanctions provided for by this law, the National Bank of Moldova has the necessary powers and acts independently. In this regard, the National Bank of Moldova must have the necessary specialized knowledge, resources and operational capacity.

(5) In order to facilitate effective prudential supervision of licensed banks, the National Bank of Moldova concludes written coordination and cooperation agreements with other competent authorities in the Republic of Moldova.

(6) The attributions and functions conferred on the National Bank of Moldova by this law pursue the public interest of ensuring the stability and viability of the banking system.

[Art.5 para.(6) introduced by Law no.178 of 11.11.2021, in force 29.11.2021]

Chapter 3 PROHIBITIONS

Article 6.Prohibition to carry out the activity of attracting deposits

(1) Any person who is not a bank is prohibited from engaging in an activity of attracting deposits or other repayable funds from the public.

(2) The prohibition provided for in para.(1) does not apply in the case of attracting deposits or other repayable funds by the Government or by the local public administration authorities of the Republic of Moldova, by international public bodies to which the Republic of Moldova is a party or in the cases expressly provided for by the legislation of the Republic of

Moldova, provided that these activities are subject to regulations and supervision applicable to these cases for the purpose of protecting the rights of depositors and investors.

(3) No bank from another state may carry out in the Republic of Moldova activities permitted to banks provided for in art.14 para.(1) letter a), except through branches for which the National Bank of Moldova has granted a license under the conditions of this law.

(4) A bank from another state may open representative offices on the territory of the Republic of Moldova only after notifying the National Bank of Moldova, in accordance with the normative acts adopted by it. The representative offices of banks from another state shall limit their activity to acts of information, liaison or representation and shall not carry out any of the activities permitted to banks.

Article 7. Name of the bank

(1) Any person, other than a licensed bank or a licensed branch of a bank from another state, is prohibited from using the name "bank" or derivatives of this name in connection with an activity, a product or a service, except where this use is established or recognized by law or by an international agreement or where it clearly results from the context in which that name is used that it is not a matter of carrying out an activity specific to a bank.

(2) Without prejudice to the provisions of para.(1), the entities or branches within the group of which a bank is part may use in their name the initials, logo, emblem, name or other identification elements used at group level.

Title II REQUIREMENTS REGARDING ACCESS TO THE ACTIVITY OF BANKS

Chapter 1 MINIMUM REQUIREMENTS FOR ACCESS TO ACTIVITY

Article 8. License and competence to grant the license

(1) In order to carry out activity in the Republic of Moldova, each bank must hold a license issued by the National Bank of Moldova, under the conditions of this law.

(2) The National Bank of Moldova is vested with the exclusive right to issue licenses to banks.

(3) The minimum requirements for access to the activity of banks and the conditions under which the National Bank of Moldova may grant a license are provided for in the provisions of this chapter.

(4) The National Bank of Moldova grants a license to a bank only if it is fully satisfied that the respective bank can ensure the carrying out of an activity under conditions of safety and compliance with the requirements of prudent and sound administration, which ensures the protection of the interests of depositors and other creditors and the proper functioning of the banking system, in which regard the provisions of this law and of the normative acts issued in its application must be complied with.

Article 9. Initial capital

(1) The National Bank of Moldova refuses to grant a license to a bank if it does not have a level of initial capital at least equal to the minimum level established by the normative acts of the National Bank of Moldova. This level may not be less than 100 million lei.

(2) Upon the incorporation of a bank, the initial capital is represented by the share capital minus the organizational expenses necessary for the incorporation of the bank.

(3) The share capital of a bank must be paid up in full in monetary means, at the time of subscription, or with state securities in the case of the initial capital of the bank-

punte, including in the case of its increase. The share capital is constituted from the value of contributions received on account of payment for shares.

(4) Shares may be paid for, in full or in part, with state securities issued for this purpose by the Government, in the person of the Ministry of Finance, in situations of systemic financial crisis, defined as such by the national body established for managing systemic financial crises, as well as in the cases provided for in art.111 and 217 of Law no.232/2016 on the recovery and resolution of banks.

Article 10. Registered office The registered office of a bank that is a legal entity of the Republic of Moldova must be located on the territory of the Republic of Moldova and indicated in the bank's statute. The registered office represents the location where its management body is situated.

Article 11. Management of activity

(1) The National Bank of Moldova grants a licence to a bank only if at least three natural persons manage the current activity of the applicant bank.

(2) The natural persons entrusted with responsibilities, as members of the management body of the bank for which licensing is requested, must meet the requirements provided for in art.43 of this law.

Article 12. Shareholders

(1) The National Bank of Moldova grants a licence to an applicant bank only if that bank has submitted information regarding the identity of shareholders, direct and indirect, including beneficial owners, natural or legal persons, who will hold qualifying holdings, as well as regarding the amount of their holdings, and if there are no qualifying holdings, the applicant bank submits information regarding the identity of the largest 20 shareholders, direct and indirect, including beneficial owners, natural or legal persons.

(2) The National Bank of Moldova may grant a licence only if it is fully convinced that, from the perspective of the need to ensure prudent and sound management of the bank, the quality of the persons provided for in para.(1) is in accordance with the provisions of

art.48 para.(1).

(3) In applying the provisions of para.(1), the manner of determining voting rights is established in accordance with the provisions of art.45 para.(7).

(4) If there are close links between the bank and any other natural or legal persons, the National Bank of Moldova grants a licence only if those links do not impede the exercise of its supervisory function.

(5) The National Bank of Moldova refuses to grant a licence to a bank if the legislative acts or acts of public authorities of another state, which regulate the activity of one or more natural or legal persons with which that bank has close links, or the difficulties presented by the implementation of those acts impede the exercise of the supervisory function of the National Bank of Moldova.

(6) The National Bank of Moldova requires banks to provide it with the information necessary to continuously monitor compliance with the conditions mentioned in para.(4) and (5) and the provisions of art.51 para.(5).

Article 13. P rogramme of activity, organisational structure and framework for managing activity Any application for licensing of a bank must be accompanied by its programme of activity, from which the bank's capacity to achieve the proposed objectives under conditions compatible with the rules of prudent and sound banking practice must result, which must include the types of activities proposed to be carried out and the organisational structure

of the bank and which must indicate the parent undertakings, financial holding companies and mixed financial holding companies that are part of the group. The licensing application must be accompanied by the description of the framework for managing activity, the processes and the mechanisms provided for in art.38 para.(1).

[Art.13 as amended by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 14. Activities permitted to banks

(1) Banks may carry out, within the limits of the licence granted, the following activities:

a) attracting deposits and other repayable funds;

b) granting credits, among others: consumer credits, credit contracts related to immovable property, factoring with or without recourse, financing of commercial transactions (including forfaiting);

c) financial leasing;

d) provision of payment services in accordance with Law no.114/2012 on payment services and electronic money;

e) issuing and administering travellers' cheques, bills of exchange and other payment instruments to the extent that such an activity does not fall under letter d);

f) issuing guarantees and assuming commitments;

g) transactions on own account or on account of clients with any of the following:

money market instruments (cheques, commercial papers, certificates of deposit, etc.);

foreign currency; futures contracts and option contracts on financial instruments;

instruments based on the exchange rate and the interest rate; securities and other financial instruments;

h) participation in issues of securities and other financial instruments and provision of services related to those issues;

i) consultancy provided to legal persons regarding the structure of share capital, business strategy and other aspects related to commercial business, as well as consultancy and services regarding mergers and acquisitions of legal persons;

j) money broking (intermediation on interbank markets);

k) portfolio management and related consultancy;

l) custody and administration of financial instruments;

m) credit information services;

n) safe deposit box services;

o) issuing electronic money in accordance with Law no.114/2012 on payment services and electronic money;

p) any other activities or services permitted by the National Bank of Moldova, to the extent that they fall within the financial domain, in compliance with the special legal provisions governing those activities.

(2) The scope of activities provided for in para. (1) letters g)–k) covers all financial investment services provided for in Art. 33 of Law No. 171/2012 on the capital market where these have as their object the financial instruments provided for in Art. 4 of the said law.

(3) The provisions of para. (1) shall be interpreted and applied so that the activities listed in para. (1) cover any operations, transactions, products and services that fall within the scope of these activities or may be assimilated to them, including services auxiliary to these activities.

(4) Activities which, under special laws, are subject to specific licensing, authorizations, approvals or permits may be carried out by the bank only after obtaining the respective acts. Where the activities provided for in para. (1) are regulated by special laws, banks, when providing these activities, shall comply with the requirements of these laws regarding the rules of conduct.

Article 15. Restrictions on the conduct of certain activities

(1) Banks may not carry out activities other than those permitted under this law. Banks may not engage in the conduct of the activities named in Art. 14 para. (1)

if they are not provided for in the license.

(2) Banks may not engage in operations such as:

a) pledging their own treasury shares against the bank's liabilities;

b) granting credits secured by shares, other equity securities or bonds issued by the bank and/or by another affiliated person, including by an entity belonging to the group of which the bank is a part.

Chapter 2 LICENSING OF BANKS

Article 16. Application for the issuance of a license

(1) Banks that are legal entities of the Republic of Moldova, before the actual commencement of activity, must obtain from the National Bank of Moldova the license for conducting the activities named in Art. 14 para. (1).

(2) Banks shall be constituted in the legal organizational form of joint-stock companies in accordance with the legislation on joint-stock companies and this law.

(3) For the issuance of the license to conduct the activities permitted to banks in accordance with Art. 14, a written application shall be submitted to the National Bank of Moldova, in the manner established by its normative acts, to which shall be attached the documents and information pertaining to the applicant bank, regarding:

a) the bank's founding documents;

b) the initial capital of the future bank, in accordance with the provisions of Art. 9;

c) the bank's management, in accordance with the provisions of Art. 11;

d) the identity of the shareholders, in accordance with the provisions of Art. 12;

e) the business plan for the next 3 years, in accordance with the provisions of

Art. 13;

f) any other information and documents provided for in the normative acts of the National Bank of Moldova.

(4) In the process of analyzing a licensing application, the National Bank of Moldova may request any additional documents and information pertaining to the licensing process if those submitted are insufficient for assessing compliance with the conditions provided for granting the license.

Article 17. The licensing process

(1) The National Bank of Moldova shall grant the preliminary approval for the establishment of the bank or reject the application within 5 months from the date of receipt of the licensing application accompanied by the documents and information provided for in Art. 16 para. (3).

(2) Within 15 working days from receipt of the licensing application, the National Bank of Moldova shall notify the applicant, if applicable, of the list of documents and information that were not submitted in accordance with para. (1) for the purpose of their submission.

(3) The National Bank of Moldova may request in writing, during the period provided for in para. (1), but no later than 3 months from receipt of the licensing application, any additional documents or information if those submitted are not sufficient or relevant for carrying out the assessment or if the documentation and/or information presents other deficiencies.

(4) The applicant has at its disposal a period of 30 calendar days from the date of notification of the request made in accordance with para. (3) for the submission of the requested documents and/or information, respectively for remedying the identified deficiencies, during which period the 5-month term provided for in para. (1) shall be suspended. The applicant may provide on its own initiative any other information and/or documents considered relevant.

(5) Any documents or information provided for in paras. (3) and (4) must be submitted no later than 30 calendar days before the date of expiry of the term within which the National Bank of Moldova must rule on the licensing application.

(6) The state registration of the bank shall be carried out by the Public Services Agency only after the presentation of the decision on granting the preliminary approval for the establishment of the respective bank, issued by the National Bank of Moldova under the conditions of this article.

(7) If the National Bank of Moldova issues the decision on granting the preliminary approval for establishment, in order to obtain the license, the applicant must submit to it the information and documents provided for by the normative acts of the National Bank of Moldova, issued in application of the provisions of Art. 8 para. (4), within 5 months from the date of notification of the respective decision.

(8) If the applicant does not submit the respective information and documents within the term provided for in para. (7), the decision on granting the preliminary approval for the establishment of the bank shall become void.

(9) The National Bank of Moldova shall decide on granting the bank's license within at most 2 months from the date of receipt of the information and documents in accordance with para. (7).

(10) The National Bank of Moldova may request in writing any additional information and documents necessary for the assessment and/or, as the case may be, the remediation of other identified deficiencies, within one month from the date of receipt of the documentation provided for in para. (7), and the applicant has at its disposal a term of one month from the date of notification of the request for their submission. The applicant may provide on its own initiative any other documents and information considered relevant, but these must be submitted no later than 30 calendar days prior to the date of expiry of the term provided for in para. (9).

(11) The information and documents submitted after the deadlines provided for their submission shall not be taken into account in the assessment of the licensing application and shall be returned to the applicant.

(12) At any of the stages of the licensing process provided for in paras. (1)–(11), the National Bank of Moldova shall notify the applicant of its decision, also indicating the grounds on which it was based in the case of rejection of the licensing application.

(13) The bank is entitled to carry out the activities provided for in the licence from the date of its issuance.

[Art. 17 paras. (2), (4), (7), (10), (12) amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

Article 18. Prior consultation with other authorities within the licensing process

(1) Before licensing a bank, the National Bank of Moldova shall consult with the competent authorities of another state if:

a) the bank is a subsidiary of a bank licensed in another state;

b) the bank is a subsidiary of the parent undertaking of a bank licensed in another state;

c) the bank is controlled by the same persons who control a bank licensed in another state.

(2) Before licensing a bank, the National Bank of Moldova shall consult with the National Commission of the Financial Market, with the competent authority responsible for the supervision of investment firms or insurers from another state if:

a) the bank is a subsidiary of an insurer or of an investment firm licensed in the Republic of Moldova, respectively in another state;

b) the bank is a subsidiary of the parent undertaking of an insurer or of an investment firm licensed in the Republic of Moldova, respectively in another state;

c) the bank is controlled by the same person who controls an insurer or an investment firm licensed in the Republic of Moldova, respectively in another state.

(3) The authorities provided for in paras. (1) and (2) must be consulted in particular in the context of assessing the quality of the bank's shareholders and the reputation and experience of the persons involved in the management of an entity licensed by these authorities, including within the same group, who are to be entrusted with responsibilities in the management of the bank.

In this regard, the exchange of information that is relevant for the granting of the licence, but also for the ongoing assessment of compliance with the conditions for carrying out the activity, shall be ensured.

(4) For the purpose of assessing the quality of the persons involved in or having a connection with the submitted licensing application, the Prevention and Combating of Money Laundering Service shall provide the necessary support in this regard to the National Bank of Moldova, at its request, in accordance with the legislation on the prevention and combating of money laundering and terrorist financing.

(5) If, after the licensing of a bank, the National Bank of Moldova has the capacity of competent authority with the exercise of supervision on a consolidated basis, it shall provide the involved competent authorities mentioned in paras. (1) and (2) with all information regarding banking groups, respectively information on the entities between which there are close links, as well as those regarding the formal framework for the administration of the activity, in particular with regard to the legal, governance and organisational structure at group level, in the case of the conclusion of cooperation and coordination agreements in accordance with Art. 111.

(6) The exchange of information in accordance with paras. (1)–(5) may be carried out with or without the conclusion of cooperation agreements, but in any of these situations compliance with the provisions on professional secrecy in Chapter 3 Title V must be ensured.

[Art. 18 amended by Law No. 160 of 26.07.2018, in force 17.09.2018]

Article 19. Grounds for rejecting the application for the granting of a licence

(1) The National Bank of Moldova shall reject a licensing application if:

a) the submitted documentation is not drawn up in accordance with the legal provisions in force or is incomplete and/or the information provided is insufficient for assessing compliance with the conditions provided for the granting of the licence;

b) the bank does not have separate own funds or the initial capital is below the minimum level established by the National Bank of Moldova;

c) from the assessment of the submitted business plan it results that the bank cannot ensure the achievement of the proposed objectives under the conditions of compliance with the requirements contained in this law and in the normative acts issued in its application;

c1) it finds that the framework for the administration of the activity, the processes and mechanisms provided for in Art. 38 para. (1) do not allow a sound and effective management of risks by the respective bank or do not allow the effective carrying out of the supervision of the bank by the National Bank of Moldova, on an individual basis or, as the case may be, on a consolidated basis;

d) the National Bank of Moldova is not satisfied with the quality of the members of the bank's management body, since their reputation or professional experience is not adequate to the nature, volume and complexity of the bank's activity or does not correspond to the need to ensure a prudent and sound management, in accordance with Art. 43;

e) the National Bank of Moldova is not satisfied with the quality of the direct or indirect shareholders, including the beneficial owner of the bank, since they do not meet the requirements provided for by this law and the normative acts issued in its application;

f) the close links between the bank and other natural or legal persons or the legal provisions, administrative measures from the jurisdiction of another state governing one or more natural or legal persons with which the bank has close links or difficulties in applying such provisions or measures are likely to prevent the effective exercise of prudential supervision;

g) before obtaining the license, the founders made public communications regarding the operation of the bank;

h) other conditions provided by this law are not met.

(2) The National Bank of Moldova does not examine the license issuance application in the context of the economic needs of the market.

[Art.19 para.(1) completed by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 20. Term of the license. Certified copies of the license. Fees

(1) The license is issued for an indefinite term and cannot be transferred to another person.

(2) For each branch in which it will carry out its activity based on the license, the bank is issued certified copies thereof.

(3) The fee for issuing the license is set at the amount of 50000 lei.

(4) The fee for issuing the certified copy of the license, for re-issuing the license/certified copy thereof, as well as for issuing the duplicate of the license are set at the amount of 500 lei.

(5) The fee amounts indicated in para.(3) and (4) are paid to the state budget and are non-refundable if the bank or the bank's branch does not start its activity or ceases to carry out its activity.

Article 21. Register of banks

(1) The National Bank of Moldova keeps in electronic form the register of banks as legal entities from the Republic of Moldova and of branches of banks from other states, in which the series, number and date of granting the license, the name, addresses of their headquarters and of the bank's branches and representative offices, information regarding the re-issuance of the license, issuance of copies and duplicates thereof are recorded. The National Bank of Moldova publishes on its official website and regularly updates a list with the names of all banks that have received a license, including those of branches of banks from other states.

(2) Banks as legal entities from the Republic of Moldova or branches of banks from other states whose licenses have been withdrawn are removed from the register by inserting a special note that includes the date and number of the decision on license withdrawal. The removal does not represent the physical exclusion of the data about the bank from the register.

[Art.21 para.(1) completed by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 22. Withdrawal of the license

(1) The National Bank of Moldova may withdraw the license granted to a bank in the following situations:

a) the bank has not started the activity for which it was authorized within 1 year from the date of license granting, expressly renounces it or has ceased to carry out activity for more than 6 months;

b) the license was obtained based on false information or by any other illegal means;

c) the bank no longer meets the conditions that were the basis for granting the license;

d) the bank no longer meets the prudential requirements regarding own funds for covering risks, large exposures or liquidity imposed, according to this law and the normative acts issued in its application, or there are elements leading to the conclusion that, within 12 months, the bank will no longer be able to fulfill its obligations to its creditors and, in particular, can no longer guarantee the safety of the assets entrusted to it by its depositors;

e) the bank commits one of the sanctionable acts provided in art.140;

f) the bank ceases to exist following its reorganization;

g) the bank is liquidated according to the decision taken by its shareholders;

h) the activities carried out by the bank in the first 3 years of operation differ considerably from those envisaged in the activity program presented at the license issuance stage, and, in the opinion of the National Bank of Moldova, such a deviation is not justified by the new economic circumstances;

i) the direct and indirect shareholders of the bank, including the beneficial owner, do not comply with the conditions provided by law for ensuring a prudent and sound administration of the bank or do not allow effective supervision;

j) the circumstances that served as grounds for appointing the temporary administrator of the bank according to Law no.232/2016 on the recovery and resolution of banks have not been removed or, in the opinion of the National Bank of Moldova, they cannot be removed during the period of application of these measures;

k) the bank is involved in money laundering activities or violates the requirements for preventing and combating money laundering and terrorist financing.

(2) The National Bank of Moldova withdraws the license and initiates the forced liquidation process of the bank if it is found that the bank is in one of the insolvency situations provided in items a)–d) of this paragraph and the conditions for triggering the resolution procedure provided in art.58 of Law no.232/2016 on the recovery and resolution of banks are not met. For the purpose of this paragraph, the insolvency situations are the following:

a) the bank is unable to execute creditors' claims for payment of due pecuniary obligations (inability to pay);

b) the bank's assets no longer cover its obligations (over-indebtedness);

c) the absolute value of the bank's own funds is less than 1/4 of the minimum value of own funds established in the normative acts of the National Bank of Moldova;

d) the bank's own funds adequacy indicators calculated according to art.60 para.(5) are below the level of 1/4 of the own funds adequacy indicators established by the National Bank of Moldova.

(21) The National Bank of Moldova withdraws the licence, within the term established in Art. 521 para. (20), if the newly issued shares under Art. 521 have not been sold within the 6-month term provided in para. (15) of the same article, represent at least 50% of the bank's share capital and a resolution action is not necessary from the perspective of the public interest within the meaning of Art. 60 of Law No. 232/2016 on the recovery and resolution of banks.

(3) If the withdrawal of the licence is requested by the bank or by its shareholders based on the decision taken, the withdrawal of the licence and the liquidation of the bank shall be carried out in accordance with the provisions of the legislation in force.

(4) If a bank is unable to pay or is overindebted, or there is a danger that it will become unable to pay, the head of the bank's executive body is obliged to notify the National Bank of Moldova immediately.

(5) The decision of the National Bank of Moldova to withdraw the licence shall include the grounds for the withdrawal of the licence. The respective bank, the Deposit Guarantee Fund in the Banking System and the State Tax Service shall be notified of the withdrawal of the licence.

[Art. 22 paras. (1), (2), (5) amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

[Art. 22 supplemented by Law No. 110 of 15.06.2018, in force 06.07.2018]

Article 23. Publication and entry into force of the licence withdrawal decision

(1) The licence withdrawal decision shall be published, within at most 7 days of its adoption, in the Official Gazette of the Republic of Moldova. A notice regarding the withdrawal of the licence shall be published, within the indicated term, in newspapers of general circulation, as well as in the newspapers in the localities where the bank has its registered office and branches, including its structural subdivisions.

(2) The licence withdrawal decision enters into force on the exact date and time of the adoption of the decision, provided therein.

(3) From the date of entry into force of the licence withdrawal decision, the bank is obliged not to engage in activities permitted to banks, in accordance with Art. 14. The respective bank may not carry out activities other than those strictly related to liquidation.

(4) The National Bank of Moldova supervises the liquidation process of the bank until its completion and the deregistration of the bank from the State Register of Legal Entities.

The respective bank, at the request of the National Bank of Moldova, shall ensure the access of authorized employees to the bank's premises and registers, and shall submit documents, information and reports related to the liquidation of the respective bank.

Chapter 3 REGIME OF BRANCHES OF BANKS FROM OTHER STATES

Article 24. Conditions for carrying out the activity of branches of banks from another state

(1) Banks having their registered office in another state and which are licensed in another state may carry out activities on the territory of the Republic of Moldova only if the following conditions are cumulatively met:

a) the activity is carried out through the establishment of a branch;

b) the branch is licensed by the National Bank of Moldova;

c) the competent authority from the home state does not object to the establishment of the branch in the Republic of Moldova, a fact confirmed by an act issued by the respective authority;

d) the existing legislative framework in the home state and/or the manner of its application does not prevent the National Bank of Moldova from exercising its supervisory functions;

e) the provisions of this law and of the normative acts issued in application thereof are complied with.

(2) For the purpose of exercising prudential supervision by the National Bank of Moldova, all branches established on the territory of the Republic of Moldova by a bank from another state are considered a single branch.

(3) The activities that may be carried out through the branch in the Republic of Moldova are provided in the licence granted by the National Bank of Moldova and may not exceed the object of activity of the bank licensed by the competent authority from the home state.

(4) The activity of the branch in the Republic of Moldova is subject to the prudential supervision of the National Bank of Moldova, under the conditions of this law, as are banks that are legal entities from the Republic of Moldova licensed by the National Bank of Moldova, including with regard to the application of sanctions and other sanctioning measures.

(5) Branches of banks from other states are not legal entities and their registration shall be carried out in accordance with the procedure established in Art. 12 of Law No. 220/2007 on the state registration of legal entities and individual entrepreneurs.

(6) The provisions of Art. 35 of this law shall apply accordingly to changes in the situation of branches of banks from other states.

(7) The branch of a bank from another state established on the territory of the Republic of Moldova participates in the formation of the resources of the Deposit Guarantee Fund in the Banking System in accordance with Law No. 575/2003 on the guarantee of deposits in the banking system.

(8) The prudential requirements contained in this law shall apply accordingly, under the conditions provided in the normative acts of the National Bank of Moldova, also to branches of banks from other states, which carry out their activity on the territory of the Republic of Moldova.

(9) The National Bank of Moldova may exempt from the application of certain prudential requirements the branches of banks from other states if, following the assessment carried out, it is found that in the home state there is a prudential regulatory framework equivalent to that established by this law and by the regulations issued in application thereof and that

the competent authority from this state exercises adequate supervision of the bank, including with regard to the activity of the branch in the Republic of Moldova.

(10) The regime provided for in paragraph (9) may be applied only under conditions of reciprocity, on the basis of a cooperation agreement signed between the National Bank of Moldova and the competent authority of the home state, and without this regime instituting a more favorable treatment than that provided for banks carrying out activity in the Republic of Moldova.

(11) The branch of the foreign bank must have regulations specifying at least the name, address, amount of endowment capital, functions of the managers, object of activity, which may be amended only with the written approval of the National Bank of Moldova. The deadline for completing the procedure for resolving the application regarding approval of the amendment of the regulations is 20 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided for in this paragraph may be extended by at most 10 working days, with notification of the bank.

[Art.24 para.(5) in new wording, para.(11) completed by Law no.174 of 11.07.2024, in force 02.08.2024]

[Art.24 amended by Law no.227 of 01.11.2018, in force 30.12.2018]

Article 25. Name of the branch The branch established on the territory of the Republic of Moldova may use the name of the bank used in the home state. If there is a risk of confusion, in order to ensure appropriate clarification, the National Bank of Moldova requires that this name be accompanied by an explanatory note.

Article 26. Licensing requirements for the branch

(1) The licensing requirements and those regarding the conduct of activity contained in chapters 1 and 2 of title II shall apply accordingly to branches of banks from another state, in compliance with the provisions of this chapter.

(2) The National Bank of Moldova grants a license to the branch in the Republic of Moldova of a bank from another state only if it is fully convinced that the respective bank can ensure the conduct of activity on the territory of the Republic of Moldova under safe conditions and in compliance with the requirements of prudent and sound administration and that adequate conditions are ensured for carrying out supervision.

(3) The provisions of art.18 para.(4) shall apply accordingly also with regard to the request for information concerning the persons and entities involved in or having a connection with the licensing application of the branch of the bank from another state.

Article 27. Endowment capital of the branch

(1) The branch of a bank from another state must have endowment capital for obtaining the license and carrying out activity on the territory of the Republic of Moldova.

(2) The endowment capital of the branch shall be ensured by making available to it, in monetary form, the endowment capital by the respective bank from another state, at the level provided by the normative acts of the National Bank of Moldova, which may not be less than 100 million lei.

Article 28. Management of the branch

(1) The bank from another state must designate at least three persons to ensure the management of the activity of the branch in the Republic of Moldova and who are empowered to engage and legally represent, in the Republic of Moldova, the respective foreign bank.

These persons must have adequate reputation and experience for exercising the entrusted responsibilities. The provisions contained in chapter 1 of title III

referring to the persons ensuring the management of banks shall apply accordingly.

(2) The persons ensuring the management of the branch of a bank from another state are responsible for fulfilling, at the branch level, the prudential requirements provided by this law and the normative acts of the National Bank of Moldova.

(3) The management of the branch and the documents necessary for carrying out supervision must be located on the territory of the Republic of Moldova, at the registered office address of the branch.

Article 29. Assessment of the quality of the bank requesting the establishment of the branch

(1) When assessing the quality of the bank from another state requesting the establishment of the branch, at least the following shall be taken into account:

a) the level of own funds, capital requirements and liquidity of the bank;

b) the results of the assessment carried out by the competent authority of the home state regarding direct and/or indirect shareholders, including their beneficial owners, who hold at least 10% of the share capital of the bank.

(2) If there are close links between the bank from another state requesting the establishment of the branch and other natural or legal persons, the National Bank of Moldova grants the license only if these links do not prevent the effective exercise of its supervisory functions.

(3) Changes considered by the National Bank of Moldova to be significant at the level of the shareholders of the respective bank from another state requesting the establishment of the branch, or of persons having close links with it, including those arising from a merger or division process in which the bank from another state is involved, must be notified to the National Bank of Moldova by its branch, because the respective changes may lead to the withdrawal of the branch's license, if the conditions that formed the basis for its licensing are no longer met.

(4) A bank from jurisdictions that do not implement international transparency standards may not establish branches on the territory of the Republic of Moldova. The list of jurisdictions that do not implement international transparency standards is established by the normative acts of the National Bank of Moldova.

[Art.29 para.(3) amended by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 30. Withdrawal of the branch's license

(1) The National Bank of Moldova may withdraw the license granted to a branch of a bank from another state if it is in one of the situations provided for in Art. 22 para. (1).

(2) The license of a branch of a bank from another state shall be withdrawn in the following situations:

a) the bank in question decides to dissolve and liquidate the respective branch;

b) the entity resulting from a reorganization process as a result of which the bank from another state ceases to exist decides to dissolve and liquidate the respective branch;

c) following reorganization processes at the level of the respective bank or of the group of which it is part, the activity of the branch in the Republic of Moldova is taken over by another bank or by a branch in the Republic of Moldova of a bank from another state;

d) the license granted to the respective bank from another state is withdrawn by the competent authority of the home state or ceases to be valid in any way;

e) a liquidation decision has been pronounced for the respective bank from another state;

f) the branch is in one of the situations provided for in Art. 22 para. (2).

(3) In the cases provided for in para. (2) letters a)–c), the respective bank from another state must notify, within 2 working days, the National Bank of Moldova regarding its decision to reorganize and/or liquidate the branch in the Republic of Moldova and to transmit to it

at least a plan for the liquidation of assets and settlement of liabilities, which ensures the full payment of the claims of depositors and other creditors, or, as the case may be, a plan for taking over the activity of the branch.

(4) The decision to reorganize and liquidate the branch in accordance with para. (2) letters a)–c) shall not produce effects until the National Bank of Moldova confirms the withdrawal of the license, of which the bank from another state is notified.

(5) In the case of withdrawal of the license issued to a branch of a bank from another state, the National Bank of Moldova shall adopt the necessary measures to prevent the bank in question from initiating new transactions on the territory of the Republic of Moldova and to protect the interests of depositors.

(6) The decision of the National Bank of Moldova to withdraw the license of a branch of a bank from another state shall include the grounds for withdrawing the license. The respective branch of the bank from another state, the Deposit Guarantee Fund in the Banking System, the State Tax Service and the competent authority of the state of the bank in question shall be notified of the withdrawal of the license.

(7) In case of withdrawal of the license, the provisions of Art. 23 shall apply accordingly.

[Art. 30 para. (4), (6) amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

Article 31. Publication of information by the branch

(1) Branches of banks from other states must publish in Romanian the following documents of the foreign bank: annual financial statements, consolidated annual financial statements, the report prepared by the management bodies and, as the case may be, the consolidated report prepared by the management bodies, the audit report of the annual financial statements and of the consolidated annual financial statements, prepared and audited in accordance with the legislation of the home state of the bank.

(2) Branches of banks from other states must publish the annual financial statements related to their own activity in accordance with the normative acts issued in application of this law.

(3) The provisions of Art. 91–94 regarding the publication requirements for banks shall apply accordingly to branches of banks from other states.

Chapter 4 REGIME OF CERTAIN CHANGES IN THE SITUATION OF BANKS

Article 32. Opening of branches and representative offices

(1) Banks that are legal entities of the Republic of Moldova shall open branches and representative offices on the territory of the Republic of Moldova with subsequent notification of the National Bank of Moldova within 2 working days and under the conditions established by the normative acts issued by it.

(2) The branch of the bank shall carry out in its name all or some of the activities provided for by the license issued to the bank and shall act within the limits of the powers granted by it. The representative office of the bank shall not have the right to carry out activities provided for by the license issued to the bank and other activities, except for those of information, representation and protection of the bank's interests.

(3) The name of the branch or representative office must include an indication of the fact that it is the branch or, respectively, the representative office of the bank that opened it.

(4) The registration of the branch or representative office with the state registration body shall be carried out upon presentation of the respective decision of the management body of the bank regarding the opening of the branch or representative office.

(5) Branches of the bank may have structural subdivisions (agencies, currency exchange offices) located outside their headquarters, which do not have a separate balance sheet (hereinafter – secondary offices). The name of the secondary office shall contain an indication of its type and

of belonging to the specific branch within which it was opened. The secondary office shall be indicated in the regulation of the branch.

(6) The agency may carry out activities (including those of the currency exchange office)

determined by the bank in accordance with the list of activities provided for by the license held, established in the normative acts of the National Bank of Moldova. The currency exchange office shall carry out its activity in accordance with Law No. 62/2008 on currency regulation.

(7) In the case of adopting a decision regarding the closure of the branch (secondary office), the bank (branch) shall, within 10 days, be obliged to notify the clients served by the respective branch (respective secondary office) and to take measures regarding the fulfillment of obligations towards them.

(8) The bank shall notify the National Bank of Moldova about the closure of the branch or representative office, about the opening and closure of the secondary office, within 2 working days and under the conditions established in the normative acts issued by it.

Article 33. Opening of branches on the territory of other states

(1) Banks that are legal entities of the Republic of Moldova may carry out the activities provided for in the license issued by the National Bank of Moldova on the territory of another state, by establishing a branch, if the documentation and information submitted show that the following conditions are met:

a) the bank has adequate management and a financial situation appropriate in relation to the activity proposed to be carried out through the branch;

b) the legislative framework existing in the host state and/or the manner of its application does not prevent the National Bank of Moldova from exercising its supervisory functions;

c) the bank records an appropriate evolution of banking prudential indicators and is not in a situation of failing to meet other requirements established by this law or by the regulations issued in its application.

(2) For the purposes of this law, all branches established by a bank licensed by the National Bank of Moldova on the territory of another state are considered a single branch.

(3) The establishment of a branch in another state is subject to the prior approval of the National Bank of Moldova in accordance with the normative acts issued by it. The deadline for completing the procedure for resolving the application regarding prior approval is 60 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided by this paragraph may be extended by at most 30 working days, with notification of the bank.

(4) Any modification of the elements regulated in accordance with para. (3), which are taken into account when approving the establishment of the branch, is subject to the prior approval of the National Bank of Moldova, under the conditions of para. (3).

(5) Without prejudice to the provisions of this law, the activity carried out on the territory of another state through a branch established by the bank that is a legal entity of the Republic of Moldova is subject to the legal provisions in force in the host state.

(6) The National Bank of Moldova informs the competent authority of the host state regarding the withdrawal of the license of a bank that is a legal entity of the Republic of Moldova carrying out activity through a branch on the territory of that state, including regarding the consequences of the withdrawal of the license.

[Art.33 para. (3) in new wording, para. (4) completed by Law no. 174 of 11.07.2024, in force 02.08.2024]

Article 34. Merger or division

(1) The merger or division of banks is carried out in accordance with the legal provisions in the field and with compliance with the normative acts of the National Bank of Moldova.

(2) The merger or division of banks is subject to the prior approval of the National Bank of Moldova in accordance with the normative acts issued by it. The deadline for completing the procedure for resolving the application regarding prior approval is 90 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided by this paragraph may be extended by at most 30 working days, with notification of the bank.

(3) The merger or division is registered by the Public Services Agency only after the respective bank obtains the prior approval from the National Bank of Moldova.

(4) When evaluating a merger or division operation, the following are taken into account, without being limiting:

a) meeting the requirements for licensing a bank, including regarding the size of the share capital of the bank resulting from a reorganization process through merger or division, which cannot be less than 100 million lei;

b) capital adequacy at the level of the resulting bank;

c) transparency of the structure of the resulting bank, so that it allows for effective supervision;

d) the quality of the persons ensuring the management of the resulting bank.

(5) The bank established as a result of the merger or division, as well as the banks that continue to exist following such an operation, must meet all the conditions provided by this law and by the normative acts issued in its application.

(6) The bank established as a result of the merger or division must obtain a license from the National Bank of Moldova.

(7) The provisions of para. (1), (2) and (4) apply accordingly to any operation involving a bank, which results in a transfer of a part representing at least 25% of the bank's assets, regardless of the manner in which such an operation is carried out and whether it is decided by the management body of the bank involved in the operation.

[Art.34 para. (2) in the wording of Law no. 174 of 11.07.2024, in force 02.08.2024]

Article 35. Changes in the situations of banks

(1) Without prejudice to the requirements of art. 32–34 and other provisions of this law, the following changes made at the level of banks after their licensing are subject to prior approval by the National Bank of Moldova, as the case may be, to notification of the National Bank of Moldova, in accordance with the normative acts issued by it:

a) changes in the bank's statute;

b) completion and/or modification of the object of activity in the context of the activities permitted to the bank in accordance with art.14 para. (1);

c) acquisition of holdings in a bank in accordance with art.45;

d) appointment of new persons to the management bodies in accordance with art.43;

e) appointment of persons holding key positions in accordance with art.43;

f) change of the audit entity that will provide audit services in accordance with art.88.

(2) The provisions of Art. 18 shall also apply to the request for information regarding the persons or entities involved in or connected with the changes to be made in the bank's situation after licensing.

(3) The registration with the state registration body of the corresponding changes, in accordance with para. (1), shall be carried out, as the case may be, upon presentation of the respective prior approval.

(4) The deadline for completing the procedure for resolving the application for prior approval submitted in the situations provided for in para. (1) let. a), b) and f) is 30 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided for in this paragraph may be extended by at most 30 working days, with notification of the bank.

[Art. 35 para. (4) introduced by Law no. 174 of 11.07.2024, in force 02.08.2024]

Title III PRUDENTIAL REQUIREMENTS

Chapter 1 ORGANISATION AND MANAGEMENT

Article 36. Organisation of banks

(1) Banks shall be established and shall operate under the conditions provided for by the legislation applicable to joint-stock companies and in compliance with this law and the normative acts issued in application thereof.

(2) For the purposes of para. (1), the following provisions of Law no. 1134/1997 on joint-stock companies shall not be applicable in the case of banks:

a) Art. 8 para. (1) let. a) and let. d) and para. (2) with reference to the general meeting of shareholders;

b) Art. 11 para. (4)–(6) with reference to the dominant and dependent company;

c) Art. 48 para. (3) let. b) and let. f), para. (31), (4), (6) and (7) with reference to the duties of the general meeting of shareholders;

d) Art. 64 para. (2) let. d), para. (4) and (8) with reference to the duties of the council;

e) Art. 65 para. (5) with regard to the number of mandates of member of the council;

f) Art. 68 para. (2) let. b) and para. (5) with reference to the executive body;

g) Art. 69 para. (6)–(8) with reference to the managing organisation;

h) Art. 70 and 71 and any other provisions which, directly or indirectly, refer to the audit commission;

i) Art. 72 para. (6) with reference to the granting of loans to its officers.

(3) Banks shall have legal, operational, financial and administrative independence from any person, including from the National Bank of Moldova, the Government and other public administration authorities, unless the legislation provides otherwise.

No person may restrict the independence of banks, may influence the management bodies in the exercise of their functions, may intervene in the activity of any bank, except for the performance of specific obligations or powers provided for by the legislation.

(4) Banks must organise their entire activity in accordance with the rules of prudent and sound banking practice, with the requirements of this law and of the normative acts issued in application thereof.

(5) Banks shall assess and qualify, on the basis of the criteria established in the normative acts of the National Bank of Moldova, whether they are significant from the perspective of size, internal organisation and the nature, scope and complexity of the activities carried out.

[Art. 36 para. (2) amended by Law no. 174 of 11.07.2024, in force 02.08.2024]

[Art. 36 para. (2) amended by Law no. 101 of 28.04.2023, in force 11.05.2023]

Article 37. The statute and internal regulations

(1) The framework for the governance of a bank's activity, the processes for identifying, managing, monitoring and reporting risks, the internal control mechanisms, as well as the remuneration policies and practices for the members of the management body shall be established

through the statute and internal regulations, in accordance with the legislation applicable to joint-stock companies, in compliance with the provisions of this law and of the normative acts of the National Bank of Moldova issued in application thereof.

(2) The bank's statute must specify the name, address, object of activity, the duties of the management body, the amount of the share capital, the type, number, nominal value of the shares and the voting rights attached to them, the obligation of direct and indirect holders and of the beneficial owners to present the information requested by the bank to ensure its compliance with the provisions of this law.

(3) The bank's statute and internal regulations shall be transmitted to the National Bank of Moldova under the conditions provided for in the normative acts issued by it.

Article 38. The framework for the governance of the activity

(1) Each bank must have a rigorously designed framework for the governance of the activity, which shall include a clear organisational structure, with well-defined, transparent and coherent lines of responsibility, effective processes for identifying, managing, monitoring and reporting the risks to which it is or could be exposed (crisis simulations), a process for assessing the adequacy of capital to risks, a process for assessing the adequacy of liquidity, adequate internal control mechanisms, including rigorous administrative and accounting procedures, remuneration policies and practices that are gender-neutral, which promote and are consistent with a sound and effective management of risks.

(2) The framework for the governance of the activity, the processes and mechanisms provided for in para. (1) must be comprehensive and adapted to the nature, scale and complexity of the risks inherent in the business model and activities carried out by the bank. The internal control mechanisms must ensure at least the organisation of the risk management, compliance assurance and internal audit functions.

(3) The principles, technical criteria and other elements related to the requirements specified in para. (1) and (2) that must be considered by banks shall be established by the normative acts issued in application of this law.

(4) For the purposes of paragraphs (1)–(3), risks such as the following are considered: credit and counterparty risk, residual risk, concentration risk, securitisation risk, market risk, interest rate risk from non-trading book activities, operational risk, which also includes the risk of impairment of the security and integrity of information systems, liquidity risk and the risk of excessive leverage, as well as, where applicable, subcategories of these risks.

(5) The bank is obliged to report annually on the conditions under which the bank's business management framework operates, in accordance with the normative acts of the National Bank of Moldova.

(6) This article applies subject to the provisions of Art. 59 on an individual and consolidated basis.

[Art. 38 para. (1) supplemented by Law No. 174 of 11.07.2024, in force 02.08.2024]

Article 381. Responsible lending requirements

(1) Prior to concluding a credit contract, the bank assesses the consumer's creditworthiness in accordance with the responsible lending requirements approved by the National Bank of Moldova.

(2) When assessing the consumer's creditworthiness, the bank assesses the consumer's ability to assume a certain obligation under the credit contract that they could honour together with the credit obligations already assumed.

(3) In the process of assessing the consumer's creditworthiness, the bank must, at least:

a) rely predominantly on the principle of preventing any delays in making payments, non-repayment of the credit or delays in exercising the right of pledge;

b) comply with the requirements on limiting the consumer's indebtedness (the ratio between credits and collateral, the ratio between debts and income, the ratio between debt service and income, the maximum maturity), provided by the National Bank of Moldova;

c) rely predominantly on the principle of repayment of the credit from the consumer's income, and not on its forced recovery from the pledged asset or from changes in the value of the pledged asset, or from other assets of the consumer.

(4) For the purposes of this article, consumer means the natural person as defined in Art. 3 of Law No. 202/2013 on consumer credit contracts." [Art. 381 introduced by Law No. 93 of 07.04.2022, in force 29.05.2022

Article 39. Remuneration policy

(1) The bank is obliged to establish and apply remuneration policies for members of the executive body and for persons holding key positions within the bank, as well as for any other employee who receives total remuneration that places them in the same remuneration category as that of members of the executive body and persons holding key positions, respecting, in a manner and to an extent appropriate in relation to the size and internal organisation of the bank, its nature, scale and complexity, the following principles:

a) the remuneration policy must promote and must be compatible with a sound and effective risk management and must not encourage the assumption of risks that exceed the level accepted by the bank;

b) the remuneration policy must be compatible with the bank's long-term business model and must include measures to avoid conflicts of interest;

c) the implementation of the remuneration policy is subject, at least annually, to an independent internal assessment, at a centralised level, regarding compliance with the remuneration policies and procedures adopted by the bank's board;

d) employees of structures with control functions must be independent from the bank's operational units that they verify, must have the appropriate authority and must be remunerated according to the achievement of the objectives of the functions they hold, regardless of the performance of the operational units they verify;

e) the remuneration of persons responsible for coordinating risk management and compliance functions must be directly overseen by the remuneration committee or, where it does not exist, by the bank's board;

f) the remuneration policy must make a clear distinction between the criteria for setting fixed basic remuneration and variable remuneration. The fixed basic remuneration must reflect the employee's relevant professional experience and responsibility, as provided in the job description, as part of the employment contract. The variable remuneration must reflect the employee's sustainable and risk-adjusted performance, as well as performance that exceeds what is necessary to carry out their duties provided in the job description, as part of the employment contract;

g) the fixed and variable components of total remuneration are appropriately balanced and the fixed component represents a sufficiently large proportion of total remuneration, so as to allow the application of a fully flexible policy on the variable remuneration components, including the possibility of paying no component thereof;

h) the bank must establish appropriate ratios between the fixed and variable components of total remuneration, to which the principle applies that

the variable component must not exceed 100% of the fixed component of total remuneration for each employee.

(2) In the case of variable remuneration, in addition to the principles provided in paragraph (1) and under the same conditions, the following principles apply:

a) where remuneration is linked to performance, the amount of total remuneration is based on a combination of the assessment of individual performance and of the operational unit concerned, as well as the overall results of the bank, and when assessing individual performance the elements provided in the normative acts of the National Bank of Moldova will be taken into account;

b) the performance assessment is carried out within a multiannual framework, to ensure that the assessment process is based on long-term performance and that the actual payment of the components of performance-based remuneration is spread over a period that takes into account the bank's business cycle and the risks specific to its activity;

c) variable remuneration shall not limit the bank's ability to strengthen its capital base;

d) the bank may grant guaranteed variable remuneration, which may take several forms, such as: welcome payments, start-up payments for newly hired staff and only for their first year of employment. In these cases, guaranteed variable remuneration is not compatible with sound risk management or with the principle of remuneration based on performance and must not be part of prospective remuneration plans;

e) guaranteed variable remuneration is exceptional and occurs only when the bank has a sound and solid capital base;

f) payments related to the early termination of an employment contract reflect performance achieved over time and are designed in a manner that does not reward failure or unprofessional conduct;

g) remuneration packages that are linked to the compensation or buyout of rights due under employment contracts concluded for previous periods of employment must be aligned with the long-term interests of the bank;

h) the performance measurement used to calculate the components of variable remuneration includes an adjustment for all types of current and future risks and takes into account the cost of capital and the necessary liquidity;

i) the allocation of the components of variable remuneration within the bank must also take into account all types of current and future risks;

j) variable remuneration must consist of an appropriate ratio between financial instruments and cash, that ratio and the characteristics of these instruments being established by the normative acts of the National Bank of Moldova;

k) staff members are paid variable remuneration or become entitled to variable remuneration only if that remuneration can be sustained in accordance with the financial situation of the bank as a whole and if it can be justified in accordance with the performance of the bank, of the structure in which the activity is carried out and of the employee concerned;

l) staff undertake not to use personal hedging strategies or insurance policies related to remuneration and liability to counteract the risk alignment effects provided for in their employment contracts;

m) variable remuneration is not paid through means or methods that facilitate non-compliance with the requirements provided for by this law and by the normative acts issued in application thereof.

(3) The National Bank of Moldova establishes, through the normative acts issued in application of this law, the requirements regarding the remuneration policy of a bank, taking into account the principles provided for in paragraphs (1) and (2), as well as the remuneration principles applicable to banks that benefit from extraordinary public financial support, within the meaning of Law No. 232/2016 on the recovery and resolution of banks.

(4) The National Bank of Moldova collects information regarding the number of persons in each bank who are remunerated with at least 1 million lei in a management period, including information regarding the responsibilities and the field of activity in which these persons are involved and the main elements of remuneration, including salaries, bonuses, long-term compensation and pension contributions, without being limited to these.

(5) The National Bank of Moldova collects aggregated quantitative information on remuneration, published according to the transparency and disclosure criteria provided for in the normative acts of the National Bank of Moldova, and uses it to determine remuneration trends and practices at the level of the banking system of the Republic of Moldova.

(6) The National Bank of Moldova may impose restrictions on the type and characteristics of variable remuneration instruments or may prohibit the use of such instruments in the manner established in the normative acts issued in application of this law. The respective restrictions and prohibitions may apply both to the component part of variable remuneration that is deferred and to the component part thereof that is not deferred.

(7) The bank must include in the individual employment contracts concluded with persons whose professional activities have a significant impact on its risk profile clauses that ensure compliance with the remuneration requirements, as provided for by the normative acts of the National Bank of Moldova.

Article 40. The management body

(1) For the purposes of this law, the management body of a bank is represented by its board and executive body.

(2) The bank's board is composed of an odd number of members who are natural persons, but not fewer than three. The members of the board are elected by the general meeting of shareholders of the bank for a term of up to 4 years. The members of the board may be re-elected for a new term.

(3) The executive body is composed of at least 3 members who are natural persons, appointed by the bank's board for a term established by the bank's statute. The members of the executive body may be re-elected for a new term.

(4) The duties of the board and of the executive body are established in the bank's statute and its internal regulations, in compliance with the provisions of this law and of the normative acts of the National Bank of Moldova issued in application thereof, and may not be delegated to other persons.

(5) The members of the council and of the executive body are responsible for the bank's compliance with the legislation in force and for fulfilling all the requirements provided by this law and by the normative acts issued in its application, according to the duties entrusted under para. (4).

[Art.40 para. (2) amended by Law no. 32 of 27.02.2020, in force 02.05.2020]

Article 41. The bank's council

(1) The bank's council performs the role of supervision and monitoring of the management decision-making process and is responsible for the bank's activity as a whole and for its financial soundness.

(2) The bank's council must define and supervise the implementation of a business administration framework that ensures the effective and prudent administration of the bank, including the separation of responsibilities within the organization and the prevention of conflicts of interest. The members of the council contribute to sound corporate governance within the bank, including through personal behaviour, and, in carrying out their duties, must take into account the legal interests of the bank and of the depositors and

of its shareholders. The council must ensure the bank's efficient collaboration with the National Bank of Moldova.

(3) The bank's council has the following main duties:

a) is fully responsible with regard to the bank, approves and supervises the implementation of the strategic objectives, the risk management strategy and the bank's business administration framework, including the corporate governance code, and whether performance standards are maintained in accordance with the long-term financial interests and with compliance with its capital requirement;

b) selects, appoints and revokes the members of the executive body and establishes their duties;

c) exercises effective and efficient supervision of the executive body;

d) reports, at least once a year, to the general meeting of shareholders on the supervision activity carried out;

e) critically analyses, debates and discusses, in a constructive manner, the proposals, explanations and information provided by the members of the executive body, being able to oppose their decisions;

f) monitors and periodically evaluates the effectiveness of the business administration framework, including the bank's governance principles, and adopts appropriate measures to remedy any deficiencies;

g) approves the annual financial statements and ensures the integrity of the accounting and financial reporting systems, including financial and operational controls and compliance with the relevant legislation and standards;

h) decides on the establishment of specialized committees provided for in Art. 44, including the appointment of council members to their composition, whose functioning and duties are provided by this law and the normative acts of the National Bank of Moldova;

i) adopts and reviews, at least once a year, the general principles of the remuneration policy and is responsible for supervising its implementation;

j) supervises the process of information publication and communication;

k) without prejudice to the provisions of Art. 36 para. (2), performs the duties provided for in Art. 48 para. (4) and Art. 64 of Law no. 1134/1997 on joint-stock companies;

l) performs any other duties arising from this law or from the normative acts issued in its application.

(4) In addition to the conditions provided by the legislation in force, regarding the members of the council, the following person cannot be elected as a member of the bank's council, or if elected – forfeits their rights:

a) who is or who will become a member of the council in two or more banks in the Republic of Moldova, except in cases where they are part of the same group;

b) whose approval by the National Bank of Moldova, granted in accordance with

Art. 43, has been withdrawn.

(5) At least 1/3 of the members of the bank's council must be independent. A member of the bank's council cannot combine the position of member of the bank's council with that of employee of the respective bank or of another bank. For the purpose of this article, being independent means that the member of the bank's council has no current or recent previous relationship or connections of any nature with the bank, the shareholders, the indirect holders or the bank's management, which could influence the member's objective and balanced judgement and reduce their ability to make decisions independently.

The requirements that ensure the independence of the members of the bank's council and that must be observed by them are established in the normative acts of the National Bank of Moldova issued in the application of this law.

(6) By derogation from the provisions of Art. 65 para. (11) letters a) and c) of Law no. 1134/1997 on joint-stock companies, the council's powers cease on the day the National Bank of Moldova approves the new members elected by the general meeting of shareholders.

(7) For the approval by the National Bank of Moldova of the persons elected or appointed as members of the council, the bank must submit the application with the set of documents, in accordance with the normative acts in force, within at most 60 working days from their election or appointment, with the possibility for the National Bank of Moldova to extend the given term by 30 days in case of the existence of objective conditions, which do not depend on the person elected or appointed as a member of the council. Otherwise, the composition of the council is considered to be reduced by the persons whose documents were not submitted to the National Bank of Moldova within the indicated term.

[Art.41 para. (5) supplemented by Law no. 174 of 11.07.2024, in force 02.08.2024]

[Art.41 para. (3), (6) amended by Law no. 101 of 28.04.2023, in force 11.05.2023]

[Art.41 para. (3), (5), (7) amended by Law no. 32 of 27.02.2020, in force 02.05.2020]

Article 42. The bank's executive body

(1) The executive body exercises the function of current management of the bank under the direct supervision of the council and manages the bank's activity efficiently and prudently in a manner appropriate to the bank's strategy and governance framework, approved by the council.

(2) The executive body of the bank has the following main duties:

a) implements the strategic objectives, the risk management strategy and the bank's governance framework, including the corporate governance code, approved by the bank's council;

b) ensures an adequate and transparent organizational structure for the bank, including the separation of responsibilities within it;

c) carries out adequate monitoring of subordinate staff;

d) ensures the allocation of tasks and responsibilities incumbent on the bank's staff and establishes a management structure that promotes responsible and transparent activity within the bank;

e) without prejudice to the provisions of Art. 36 para. (2), fulfils the duties provided for by Art. 68 and 69 of Law No. 1134/1997 on joint-stock companies;

e1) decides on the cancellation, issuance, sale, repurchase and conversion of newly issued shares under the conditions of Art. 521;

f) fulfils any other duties arising from this law or from the normative acts issued in application thereof.

(3) The executive body is obliged to regularly inform the council, at least, about:

a) situations that may influence the bank's strategy and/or governance framework;

b) the bank's financial performance;

c) breaches of certain risk limits or compliance rules;

d) deficiencies of the internal control system.

(4) In exercising the conferred duties, the members of the executive body may act together or separately, as provided in the bank's internal regulations.

[Art. 42 para. (2) amended by Law No. 101 of 28.04.2023, in force 11.05.2023]

[Art. 42 supplemented by Law No. 110 of 15.06.2018, in force 06.07.2018]

Article 43. Application of governance principles

(1) Each of the members of the management body and the persons holding key positions must at all times have a good reputation, knowledge, skills and experience appropriate to the nature, scale and complexity of the bank's activity and

the responsibilities entrusted to them and must carry out their activity in accordance with the rules of prudent and sound banking practice.

(2) The composition of the bank's management body must reflect overall a sufficiently wide range of relevant professional experience.

(3) The bank must ensure that the persons proposed for the position of member of the management body and for key positions permanently meet the requirements provided by this law and by the normative acts of the National Bank of Moldova.

(4) The National Bank of Moldova collects the information published in accordance with the normative acts issued by it regarding the diversity of qualities and competences in the process of selecting the members of the bank's management body and uses it to compare practices regarding the diversity of their selection at the level of the banking system of the Republic of Moldova.

(5) Each of the persons provided for in para. (1) must be approved by the National Bank of Moldova before beginning to exercise their responsibilities or, after appointment to the position, the National Bank of Moldova must be notified in accordance with the normative acts issued in application of this law. The deadline for completing the procedure for resolving the approval request is 45 working days, calculated from the date of submission of the respective request accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided by this paragraph may be extended by at most 30 working days, with notification of the bank. The National Bank of Moldova will permanently monitor compliance by the persons provided for in para. (1) with the approval conditions.

(6) In the case of the notification provided for in para. (5), the National Bank of Moldova may subsequently object to the appointment to the position, requesting the bank to take the necessary measures in order to comply with this law and with the normative acts issued in application thereof.

(7) The members of the management body must have, at a collective level, knowledge, skills and experience adequate to be able to understand the activities carried out by the bank, including their main risks, and to decide in full knowledge of the facts on all aspects on which they must decide according to their competences.

(8) Each member of the management body of a bank must exercise their responsibilities with honesty, integrity and on the basis of independent thinking in order to be able to effectively evaluate and challenge, when necessary, the decisions taken by the executive body and to effectively control and monitor the process of taking those decisions.

(9) The National Bank of Moldova has the authority to analyse the extent to which the minimum conditions provided in this law and in the normative acts issued in application thereof are met, to evaluate all circumstances and information related to the activity, reputation and experience of the persons provided for in para. (1) and to decide whether, both at individual and at collective level, the requirements provided are met.

(10) The members of the management body must allocate sufficient time for fulfilling their duties.

(11) In application of para. (10), the number of positions that a person may hold in other banks and/or other entities at the same time is established depending on individual circumstances, as well as on the nature, scale and complexity of the bank's activity.

(12) In the case of banks that are considered significant from the perspective of size, internal organization and the nature, scope and complexity of the activities carried out, the persons provided for in paragraph (10), when they cumulate several functions, may not be in more than one of the following situations:

a) exercise a function of member of the executive body or another similar management function concurrently with two functions of member of the council or other two similar non-executive functions;

b) exercise concurrently four functions of member of the council or other four similar non-executive functions.

(13) For the purpose of applying paragraph (11), the following shall be considered a single function:

a) all functions of member of the executive body or of member of the council or similar to these, held within the same group;

b) all functions of member of the executive body or of member of the council or similar to these, held within:

• contractual or institutional protection schemes consisting of an agreement for contractual or legal establishment of responsibilities that protect banks and ensure them, in particular, liquidity and capital requirement to avoid bankruptcy, where necessary for banks;

• financial or non-financial entities in which the bank has a qualifying holding.

(14) Functions held in organizations or entities that do not predominantly pursue commercial objectives shall not be taken into account for the purposes of paragraph (11).

(15) The National Bank of Moldova may approve the holding of an additional function of member of the council or of a similar non-executive function by the members of the management body of a bank, taking into account the complexity of the duties conferred by all functions held by these persons.

(16) For the purposes of paragraph (1), (2), (7), (8) and (10), the criteria, the list of information and the documents for carrying out the assessment are detailed by the normative acts of the National Bank of Moldova.

(17) The bank must include in the individual employment contracts concluded with the members of the executive body and the persons holding key functions clauses that ensure the possibility for the bank to comply with the requirements provided for in Art.139 and 141, including without payment of additional salary and other incentive and compensation payments in such cases.

[Art.43 paragraph (5),(17) amended, paragraph (8) in new wording according to Law No.174 of 11.07.2024, in force 02.08.2024]

[Art.43 paragraph (9) amended by Law No.32 of 27.02.2020, in force 02.05.2020]

Article 44. Specialized committees of the bank's council

(1) The bank must establish and have an audit committee and a risk management committee established by the bank's council.

(2) In banks significant from the point of view of size, internal organization and the nature, scope and complexity of their activities, the bank's council, in addition to the committees provided for in paragraph (1), establishes the nomination committee and the remuneration committee.

(3) The specialized committees mentioned in paragraph (1) and (2) must be formed exclusively of members of the bank's council and at least 1/3 of their members must be independent in accordance with Art.41 paragraph (5). The specialized committees provided for in this article report directly to the bank's council.

(4) By derogation from the provisions of Art.50 of Law No.1134/1997 on joint-stock companies, with reference to the terms and procedure for selecting candidates for the function of member of the bank's council, the bank's council identifies and recommends, including from among the members proposed by shareholders, the candidacies to be subject to the election procedure at the general meeting of shareholders. For significant banks, the function of identifying and recommending candidacies is exercised by the nomination committee. In the case of approval/election of the person within the management body of the bank, the bank's council will establish the areas for which the approved/elected person will be responsible. The terms and

procedure for selecting candidates for the function of member of the bank's council will be established in the statute and/or internal regulations of the bank.

(5) The attributions, functions and responsibilities of the specialized committees mentioned in paragraph (1) and (2), as well as the requirements for their members are established in the normative acts of the National Bank of Moldova.

(6) Banks that are not considered significant have the right to combine the audit committee and the risk management committee, and banks considered significant have the right to combine the nomination committee and the remuneration committee. The reasoned decision to combine the committees, in both cases, is notified to the National Bank of Moldova within 10 days from the approval of the respective decision by the bank's council. The members of the committees thus combined must have the knowledge, skills and experience necessary to ensure their proper functioning. Failure to meet the requirements regarding the quality of the members of the combined committees grants the National Bank of Moldova the right to oppose the decision to combine the committees, including to request the bank to undertake the necessary measures to remedy the deficiencies.

[Art.44 paragraph (6) amended by Law No.174 of 11.07.2024, in force 02.08.2024]

[Art.44 paragraph (4) amended by Law No.101 of 28.04.2023, in force 11.05.2023]

[Art.44 in the wording of Law No.32 of 27.02.2020, in force 02.05.2020]

Chapter 2 SHAREHOLDING OF THE BANK

Article 45. Obligation regarding obtaining prior approval and restrictions

(1) Any person is obliged, until the acquisition/obtaining of shares of a bank, to obtain from the National Bank of Moldova prior approval, under the conditions provided for in Art.47–49, in the following situations:

a) a person, as a potential acquirer, intends to acquire, by any means, directly or indirectly, including as a beneficial owner, a qualifying holding in a bank or to increase, directly or indirectly, including as a beneficial owner, its qualifying holding so that the proportion of its voting rights or holdings reaches or exceeds the level of 5%, 10%, 20%, 33% or 50% or so that the bank becomes its subsidiary;

b) a person, as an acquirer, intends to acquire, individually or in concert, by any means, a holding in a bank to which the provisions of paragraph (2) of this article or of paragraph (2) of Art. 52 have become applicable;

c) a person intends to receive as a contribution to its share capital shares of the bank.

(2) The exercise of the right to vote, the right to convene and hold the general meeting of shareholders, the right to introduce matters on the agenda, the right to propose candidates for members of the management body, the right to receive dividends is suspended by operation of law from the date of the decision of the National Bank of Moldova by which the acquisition/obtaining carried out in violation of the provisions of paragraph (1) is established. The National Bank of Moldova notifies the potential acquirer/acquirer and the bank, within 5 days from the date on which it learned of the acquisition/obtaining carried out in violation of the provisions of paragraph (1), of the applicability of the provisions concerning the suspension of the exercise of the rights indicated in this paragraph.

(3) Shares with suspended voting rights are not excluded from the calculation when convening the general meeting of shareholders and determining the quorum. If the shares with suspended voting rights constitute 50% or more of the bank's voting shares, by derogation from Art. 57 paragraph (1) of Law No. 1134/1997 on joint-stock companies, the general meeting of shareholders is considered to have a quorum if shareholders holding at least 25% of the bank's voting shares participate in it. Shares with suspended voting rights do not participate in the adoption of decisions on matters included on the agenda of the general meeting of shareholders.

(4) Persons who have violated the provisions of paragraph (1) shall alienate, within 3 months from the date of notification of the decision of the National Bank of Moldova by which the acquisition/obtaining carried out in violation of the provisions of paragraph (1) of this article was established, the shares related to the holding thus acquired/obtained. If after the expiry of the term the shares have not been alienated, the provisions of Art. 521 become applicable.

(5) In applying the provisions of paragraph (1), it is presumed, until proven otherwise, that several persons act in concert as potential acquirers according to the findings of the National Bank of Moldova.

(6) Persons empowered by law to register the transfer of ownership of the bank's shares shall make the respective registrations only on condition of presenting the prior approval of the National Bank of Moldova, in the cases provided for by this law. The procedure for registering the transfer of ownership of the bank's shares is established by the normative acts of the National Bank of Moldova, previously coordinated with the National Commission of the Financial Market.

(7) In applying the provisions of this chapter, the method of determining voting rights is established by the normative acts of the National Bank of Moldova, previously coordinated with the National Commission of the Financial Market.

(8) Persons resident in jurisdictions that do not implement international transparency standards may not acquire/obtain directly or indirectly holdings in a bank. The list of jurisdictions that do not implement international transparency standards is established in accordance with Art. 29 paragraph (4).

[Art. 45 paragraph (2) in new wording, paragraph (4) amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

[Art. 45 paragraph (3) amended by Law No. 101 of 28.04.2023, in force 11.05.2023]

[Art. 45 paragraph (3) in the wording of Law No. 32 of 27.02.2020, in force 02.05.2020]

[Art. 45 amended by Law No. 110 of 15.06.2018, in force 06.07.2018]

[Art. 45 supplemented by Law No. 273 of 15.12.2017, in force 01.01.2018]

Article 46. Exemption from the obligation to request prior approval

(1) The provisions of Art. 45 paragraph (1) letters a) and b) do not apply in objective circumstances, established by the normative acts of the National Bank of Moldova. In this case, the exercise of the right to vote, the right to convene and hold the general meeting of shareholders, the right to introduce matters on the agenda, the right to propose candidates for members of the management body, the right to receive dividends is suspended by operation of law from the date of acquisition until the date of issuance by the National Bank of Moldova of the prior approval under the conditions of this law. The National Bank of Moldova informs the acquiring shareholder, within 5 days from the date on which it learned of the acquisition carried out under the conditions of this paragraph, of the applicability of the provisions concerning the suspension of the exercise of the mentioned rights.

(2) In the case provided for in paragraph (1), the acquiring shareholders inform the National Bank of Moldova of the acquisition carried out within 15 days from the date of acquisition and request the prior approval of the National Bank of Moldova within 60 days from the date of acquisition.

(3) The provisions of Art. 47–49 apply to the request and issuance of the prior approval.

(4) If the shareholders do not request the prior approval of the National Bank of Moldova within the term provided in paragraph (2) or if, following the assessment carried out, the National Bank of Moldova refuses to grant the prior approval, the shareholders shall transfer, within 3 months from the date of acquisition or, as the case may be, from the date on which this refusal was issued, the shares related to the qualifying holding thus acquired. If after the expiry of the term the shares have not been sold, the provisions of Art. 521 become applicable.

[Art. 46 amended by Law No. 110 of 15.06.2018, in force 06.07.2018]

Article 47. The process of requesting prior approval

(1) The potential acquirer/obtainer shall request the prior approval of the National Bank of Moldova for the acquisition or increase of the holding, as the case may be, of a qualifying holding in a bank in one of the situations provided in Art. 45 paragraph (1), indicating the size of the holding that is the object of the acquisition, and providing the relevant documents and information provided in Art. 48 paragraph (5).

(2) For requesting the prior approval provided in Art. 45 paragraph (1), the potential acquirer/obtainer shall submit the relevant documents and information, in accordance with the normative acts of the National Bank of Moldova, which shall be examined within the terms provided in paragraphs (4)–(10).

(3) The National Bank of Moldova shall confirm in writing to the potential acquirer/obtainer the receipt of the request, based on paragraph (1), or of the additional information, based on paragraph (5), immediately and, in any case, within 5 working days of receipt.

(4) The National Bank of Moldova shall carry out the assessment provided in Art. 48 paragraph (1) within no more than 60 working days from the date of written confirmation of receipt of the request and of all documents that must be transmitted to it, in accordance with the normative acts of the National Bank of Moldova referred to in Art. 48 paragraph (5). If the request is not accompanied by all the necessary documents, the assessment term shall begin to run from the date of confirmation by the National Bank of Moldova of the receipt of all those documents. At the time of transmitting the confirmation of receipt, the National Bank of Moldova shall notify the potential acquirer/obtainer of the expiry date of the assessment term.

The National Bank of Moldova may refuse to grant the prior approval before the start of the assessment if it has documents or information attesting that the potential acquirer/obtainer does not meet at least one of the criteria established in Art. 48.

(5) During the assessment term provided in paragraph (4), but no later than the 50th working day of that term, the National Bank of Moldova may, if necessary, request additional information necessary to complete the assessment. Such a request shall be made in writing, specifying the additional information required.

(6) The potential acquirer/obtainer shall transmit the additional information requested by the National Bank of Moldova within 20 working days from the date of notification by the National Bank of Moldova of the request. In the event of non-fulfilment of this obligation, the provisions of Art. 48 paragraph (3) shall apply. During that term, the assessment term provided in paragraph (4) of this article shall be suspended. Any additional requests made by the National Bank of Moldova for the completion or clarification of the information received may not lead to the suspension of the assessment term. The National Bank of Moldova may decide to extend the term for submitting the additional information necessary for the assessment up to 30 working days if the potential acquirer/obtainer is located or regulated in another state or is a person not subject to supervision by the National Bank of Moldova or by the National Commission of the Financial Market. The assessment term shall be suspended also during the extension of the term for submitting the additional information necessary for the assessment.

(7) If the National Bank of Moldova issues a decision regarding the refusal or acceptance of granting the prior approval, it shall notify the potential acquirer/obtainer of its decision within 2 working days from the date of its adoption, without exceeding the term provided for carrying out the assessment, and in the case of refusal, it shall state the reasons for it.

(8) At the request of the potential acquirer/obtainer, the National Bank of Moldova may make available to the public an appropriate statement of reasons for the decision. This does not prevent the National Bank of Moldova from publishing the reasons for the refusal, even if the potential acquirer/obtainer has not made a request to that effect.

(9) In the case of granting the prior approval, the National Bank of Moldova may set a maximum term, which may not be less than 3 months, for the completion of the proposed acquisition/obtaining and may extend this term if necessary.

[Art. 47 paragraphs (3), (4), (7) amended, paragraph (6) in new wording according to Law No. 174 of 11.07.2024, in force 02.08.2024]

Article 48. Assessment of the potential acquirer/obtainer

(1) When examining the request and the information provided in Art. 47 paragraphs (1) and (2), in order to ensure the prudent and sound management of the bank targeted by the acquisition and taking into account the possible influence of the potential acquirer on that bank, the National Bank of Moldova shall assess the suitability of the potential acquirer, as well as the financial soundness in relation to the proposed acquisition by examining cumulatively the following criteria:

a) the reputation of the potential acquirer;

b) the reputation, knowledge, skills and experience of any member of the management body who will conduct the bank's activity as a result of the proposed acquisition;

c) the financial soundness of the potential acquirer, in particular in relation to the type of activity currently carried out by the bank and that envisaged to be carried out by the bank targeted by the proposed acquisition;

d) the bank's ability to comply and continue to comply with the prudential requirements provided for in this law and in the normative acts issued in its application, as the case may be, with those provided for by other applicable legislative acts, in particular, in the matter of supplementary supervision of banks, insurers and/or reinsurers and investment firms that are part of a financial conglomerate or regarding the issuance of electronic money, including the condition that the financial group of which it will be part has a structure that allows the exercise of effective supervision, the achievement of effective exchange of information between the competent authorities and the determination of the allocation of competences between these authorities;

e) the existence of reasonable grounds to suspect that, with regard to the proposed acquisition, an offence or an attempt at the offence of money laundering or financing of acts of terrorism, within the meaning of the provisions of the legislation in the field, is or has been committed, or that, through the proposed acquisition, such a risk could increase.

(2) When examining the application and the information provided for the acquirer of a holding lower than the qualifying one in the situations provided for in art.45 para.(1) let.b)–d) in order to ensure transparency within these transactions, the National Bank of Moldova assesses the suitability of the acquirer through the cumulative examination of the criteria provided for in para.(1) let.a) and e), with the corresponding application of the provisions of para.(3)–(7) of this article.

(3) The National Bank of Moldova will grant prior approval only if:

a) it is fully convinced that the quality of the potential acquirer, including its financial soundness in relation to the proposed acquisition, is suitable and appropriate through the cumulative examination of the criteria provided for in para.(1);

b) it does not suspect that the beneficial owner of the proposed acquisition is a person other than the one declared to it in the application;

c) there is no excessive layering of the shareholding (from the potential acquirer to the beneficial owner there are more than 3 levels);

d) the information and documents provided by the potential acquirer are complete and/or do not contain erroneous data.

(4) The National Bank of Moldova cannot impose any prior condition regarding the level of holding to be acquired and cannot assess the proposed acquisition from the point of view of the economic needs of the market.

(5) The criteria and conditions provided for in para.(1), (2) and (3), the elements considered when assessing their fulfilment, the list of information and documents for carrying out the assessment are detailed by the normative acts of the National Bank of Moldova.

The requested information and documents are proportionate and adapted to the nature of the potential acquirer

/holder and of the proposed acquisition/holding. The National Bank of Moldova does not request information that is not relevant from the perspective of a prudential assessment.

(6) The National Bank of Moldova may decide to carry out the assessment provided for in this article only with reference to the person who is to hold directly a holding in the share capital of a bank and to its beneficial owner.

(7) Without prejudice to the provisions of art.47 para.(3)–(6), in the case where the prior approval of the National Bank of Moldova is requested in connection with two or more proposed acquisitions of qualifying holdings or of increases of such holdings in the same bank, it ensures non-discriminatory treatment for all potential acquirers.

Article 49. Collaboration with other competent authorities within the assessment of the potential acquirer

(1) In carrying out the assessment provided for in art.48 para.(1), the National Bank of Moldova collaborates, through mutual consultation, in all respects with other competent national authorities or from other states involved in cases where the potential acquirer is:

a) a bank, an insurer carrying out the activity of life insurance, an insurer carrying out the activity of general insurance, a reinsurer, an investment firm, licensed in another state or in another sector than the one targeted by the proposed acquisition/holding;

b) a parent company of an entity from the category of those provided for in let.a) which are licensed in another state or in another sector of the financial system;

c) a natural or legal person controlling an entity from the category of those provided for in let.a) which are licensed in another state or in another sector than the one targeted by the proposed acquisition.

(2) For the purposes of the provisions of para.(1), the National Bank of Moldova ensures, without delay, the exchange of information that is essential and relevant for carrying out the assessment with the supervisory authorities involved. As the competent authority of the bank targeted by the proposed acquisition/holding, the National Bank of Moldova takes into account all essential information provided by the supervisory authorities in question and may request from them all information it considers relevant for carrying out the assessment. The decision of the National Bank of Moldova regarding the proposed acquisition/holding must indicate any opinion or reservation expressed by the competent authority of the potential acquirer/holder.

(3) The National Bank of Moldova may take any measures to verify the information/documents provided by the potential acquirer/holder in the application with the competent national and other state authorities involved. The competent national authorities will provide the information requested by the National Bank of Moldova.

(4) The information requested within the collaboration must be proportionate and adapted to the nature of the potential acquirer/holder and of the proposed acquisition/holding and be relevant from the perspective of a prudential assessment.

(5) The exchange of information under this Article may be carried out with or without the conclusion of cooperation agreements, but in either case compliance with the provisions on professional secrecy in Chapter 3, Title V must be ensured.

Article 50. Notification of the transfer or reduction of a qualifying holding Any natural or legal person who has decided to transfer, directly or indirectly, including as beneficial owner, a qualifying holding in a bank or to reduce its qualifying holding so that the proportion of its voting rights or its holding in the share capital falls below the levels of 1%, 5%, 10%, 20%, 33% or 50% or so that the bank in question ceases to be a subsidiary of that person must notify in advance, in writing, the National Bank of Moldova and the bank regarding this decision, in accordance with the normative acts issued to that end. For the calculation of voting rights, account shall be taken

of the normative acts issued by the National Bank of Moldova pursuant to Art. 45 para. (7).

Article 51. Subsequent notifications

(1) The bank must identify and inform the National Bank of Moldova, as soon as it becomes aware, of any acquisition or transfer, direct or indirect, including by the beneficial owner, of holdings in its capital that exceed the levels of 1%, 5%, 10%, 20%, 33% and 50% or as a result of which the bank becomes a subsidiary, respectively falls below the mentioned levels, and/or of any acquisition in the situations provided for in Art. 45 para. (1) letters b)–d), as well as of any facts or circumstances that give rise to suspicion that such acquisition or transfer took place without compliance with this law and the normative acts of the National Bank of Moldova.

(2) The bank shall inform the National Bank of Moldova, at its request, of the identity of the direct and indirect holders of qualifying holdings, including the beneficial owner, and of the level of these holdings, according to the information available to it, in the manner and under the conditions provided for by the normative acts of the National Bank of Moldova.

(3) Any holder, direct or indirect, including the beneficial owner, of a holding in the capital of a bank shall submit to the National Bank of Moldova, at its request, information related to its activity, including annual financial statements, income declarations, as well as other information necessary for carrying out investigations or verifying compliance with the criteria in Art. 48 para. (1) and (2), in the manner and under the conditions provided for by the normative acts of the National Bank of Moldova. Any holder, direct or indirect, of a holding in the share capital of a bank shall submit to that bank, at its request, information regarding its identity and that of its affiliated persons, as well as information regarding the persons with whom this holder acts in concert in relation to that bank.

(4) Any holder, direct or indirect, including the beneficial owner, is obliged to notify the National Bank of Moldova and the bank of the completion of the acquisition for which it obtained prior approval pursuant to Art. 45 para. (1), within 10 days from the date of its completion.

(5) The National Bank of Moldova must be informed of any agreement, regardless of the form in which it was concluded, which has as its object or effect: the concerted exercise of voting rights in the general meetings of the bank's shareholders or in the general meetings of the persons exercising control over the bank;

concerted activity in the administration of the bank or of the persons exercising control over it; or the exercise of the right to appoint the majority of the members of the management body of the bank or of the persons exercising control over it. This obligation lies with the participants in the agreement and the management body of the bank or of the persons to which this agreement refers, and shall be fulfilled within 5 working days from the signing of the agreement or, if the agreement is not concluded in written form, from the date on which the circumstances revealing its existence become known.

(6) The National Bank of Moldova shall ensure the permanent monitoring of compliance with the requirements provided for in Art. 48 and may request, to that end, from the bank and/or from any holder, direct and/or indirect, including the beneficial owner of a holding in a bank, any information it considers necessary; it may also apply to the bank, its managers and the holder, direct and indirect, including the beneficial owner, of a holding in the share capital of a bank appropriate provisional measures, sanctions and/or punitive measures, in accordance with this law.

(7) The information submitted in accordance with this Article may be verified by the National Bank of Moldova under the conditions of Art. 49.

[Art. 51 para. (6) amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

Article 52. Failure to comply with the requirements regarding the quality of shareholders

(1) If the holder, direct or indirect, of a qualifying holding, including the beneficial owner, no longer meets the requirements provided for by this law and the normative acts of the National Bank of Moldova issued in its application regarding the quality of a bank's shareholders or exercises over it an influence likely to jeopardize the prudent and sound administration of the bank, as well as if the holder, direct or indirect, including its beneficial owner, has not provided the National Bank of Moldova with information that clearly reveals the identity of the beneficial owner or if the National Bank of Moldova finds the concerted action of shareholders with qualifying holdings without its prior approval, the National Bank of Moldova may order the following measures and sanctions, including cumulatively:

a) orders the suspension of the exercise of voting rights related to the held shares, of the right to convene and hold the general meeting of shareholders, of the right to introduce items on the agenda, of the right to propose candidates for members of the management body, of the right to receive dividends, or only some of these rights;

b) orders the disposal by the person whose voting right has been suspended of the held shares, under the conditions of paragraphs (2) and (3) of this Article;

c) withdraws the prior approval granted under Art. 45;

d) applies other measures and/or sanctions in accordance with the provisions of Art. 139 and 141 of this law and/or of Art. 42, 46, 58–59 of Law No. 232/2016 on the recovery and resolution of banks.

(2) Within 3 months from the date of withdrawal of the prior approval, the concerned holders of qualifying holdings must dispose of the shares. If, within the mentioned term, a request is submitted to the National Bank of Moldova in accordance with Art. 47 by a new potential acquirer/purchaser with reference to the holding for which the voting right was suspended in accordance with paragraph (1), during the assessment period provided for in Art. 48, the 3-month term for the disposal of the shares is suspended for the period of examination of the request.

(3) If, after the expiry of the term provided for in paragraph (2) or (6), the shares have not been disposed of, the provisions of Art. 521 become applicable. The nullity or other ground of invalidity of the decision of the executive body of the bank regarding the cancellation of the shares that were not disposed of within the term provided for in paragraph (2) and regarding the issuance of new shares in the same number and of the same class, or of the decision of the National Commission of the Financial Market to register the issuance of new shares provided for in Art. 521, does not entail invalidity and does not otherwise affect the issuance of shares thus effected. The right of persons harmed to request the issuer of the decision to compensate the damage remains unaffected.

(4) Persons against whom the measures provided for in Art. 45 paragraph (2) and in paragraph (1) of this Article have been ordered may no longer hold, directly or indirectly, new shares of the respective banks, as well as in other banks.

(5) The former holder of a holding in the share capital of the bank, whose shares were cancelled in accordance with the provisions of paragraph (3) of this Article and whose claim resulting from this cancellation has not been honoured, as well as persons affiliated with them, in the bank resolution process and in the forced liquidation process of the bank, shall be subject to the treatment applicable to the bank's shareholders and persons affiliated with them.

(6) The National Bank of Moldova may order the extension of the 3-month term provided for in Art. 45 paragraph (4), in Art. 46 paragraph (4) and in paragraph (2) of this Article by periods of at most 3 months each, at most 3 times, if the extension is necessary in order to prevent endangering financial stability, if there is a public interest in ordering the extension, or if a potential acquirer/purchaser has been identified by the bank or the National Bank of Moldova, based on the notification of the potential acquirer/purchaser of shares in the manner provided by the normative acts of the National Bank of Moldova, without a prior assessment by the National Bank of Moldova,

of the shares exposed for sale, whose suitable and appropriate character does not raise justified suspicions at the date of issuance of the extension decision.

(7) The National Bank of Moldova informs the bank and the concerned holders of qualifying holdings about the extension of the term in accordance with paragraph (6) before the expiry of the previous term established for the sale of the shares.

[Art. 52 paragraph (6) as amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

[Art. 52 amended by Law No. 110 of 15.06.2018, in force 06.07.2018]

[Art. 52 supplemented by Law No. 274 of 15.12.2017, in force 01.01.2018]

[Art. 52 amended by Law No. 273 of 15.12.2017, in force 01.01.2018]

Article 521. Procedure for cancellation, issuance, sale, acquisition and conversion of participating interests held in non-compliance with the requirements regarding the quality of shareholders

(1) The procedure for cancellation, issuance, sale, acquisition, conversion of participating interests held in non-compliance with the requirements regarding the quality of shareholders, established by this Article, applies by derogation from the provisions of Law No. 1134/1997 on joint-stock companies.

(2) If the shares have not been disposed of within 3 months or within the extension term provided for in Art. 52 paragraph (6), the executive body of the bank, within at most 15 days from the date of expiry of the term granted to the shareholders for their sale, issues and submits to the National Commission of the Financial Market the decision regarding the cancellation of these shares and the issuance of new shares in the same number and of the same class.

(3) The decision of the executive body of the bank contains, including, information regarding the nominal (fixed) value of the newly issued shares, the term for exposure for sale and the conditions under which the initial exposure-for-sale price will be established, taking into account the provisions of paragraph (12).

(4) The National Commission of the Financial Market issues the decision regarding the registration related to the striking of the cancelled shares and the decision regarding the registration of the newly issued shares within at most 15 days from the date of submission to the National Commission of the Financial Market of the decision provided for in paragraph (2), accompanied by the corresponding documents. The registration of the share issuance is done in accordance with the normative acts of the National Commission of the Financial Market.

(5) Within no more than 3 days from the date of registration of the newly issued shares in accordance with paragraph (4), the central depository/registry companies/investment firms shall ensure the making of entries regarding the cancellation of the corresponding shares from the accounts of the holders of securities and the entry regarding the newly issued shares in the bank's account.

(6) The newly issued shares and entered in the bank's account until their sale, in accordance with this article, are non-voting shares in circulation, do not grant 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.

The bank's shareholders do not have a pre-emption right over the newly issued shares under the conditions of this article.

(7) Within no more than 5 days from the establishment of the initial price in accordance with paragraph (12), the bank shall offer for sale the newly issued shares and disclose to the public, in one or more nationally circulated newspapers, in electronic form on the bank's or the investment firm providing intermediation services' website, and in electronic form on the website of the regulated market or the multilateral trading system:

a) information about the bank and the securities to be offered for sale;

b) information that allows investors to make an informed assessment of the assets and liabilities, financial position, profit or losses, and prospects of the bank;

c) description of the bank's business and financial situation over the last 3 years.

(8) The term for the sale of newly issued shares by the bank shall not exceed 3 months from the date of their offering for sale, except as indicated in paragraph (9).

(9) The National Bank of Moldova may order the extension of the 3-month term provided in paragraph (8) by periods of no more than 3 months each, no more than 3 times, if the extension is necessary to prevent endangering financial stability, if there is a public interest in ordering the extension, or if a potential acquirer/purchaser of the shares offered for sale has been identified by the bank or the National Bank of Moldova, based on the notification of the potential acquirer/purchaser of shares in the manner provided by the normative acts of the National Bank of Moldova, without a prior assessment by the National Bank of Moldova, whose suitability and appropriateness does not raise justified suspicions at the date of issuance of the extension decision. The request for extension of the terms for the sale of newly issued shares by the bank shall be submitted 10 working days before the expiry of the previous term established for the sale of newly issued shares.

(10) The National Bank of Moldova shall inform the bank and notify the National Commission of Financial Market regarding the extension of the term provided in paragraph (9) or the rejection of the extension request until the expiry of the previous term established for the sale of newly issued shares.

(11) The sale of newly issued shares shall take place on the regulated market or within the multilateral trading system at the initial price established under the conditions of paragraph (12), which may be subsequently modified under the conditions of paragraph (13). The newly issued shares are offered for sale only as a single package, consisting of their total number, and are to be acquired by a single buyer or a group of persons acting in concert.

(12) The initial offering price for the sale of newly issued shares shall be established by the bank, within no more than 1 month from the date of expiry of the term granted to the holders of securities for the sale of shares, under the following conditions:

a) if the newly issued shares do not exceed 10% of the share capital – starting from the value of the shares resulting from the application of one of the criteria provided in art. 23 para. (2) of Law no. 171/2012 on the capital market, with the application of

art. 23 para. (7) of the same law for the criterion established in art. 23 para. (2) lit. a) of Law no. 171/2012 on the capital market;

b) if the newly issued shares exceed 10% of the share capital, for banks with an asset value not exceeding 5 billion lei – starting from the value of the shares resulting from an evaluation performed by an independent valuation company;

c) if the newly issued shares exceed 10% of the share capital, for banks with an asset value exceeding 5 billion lei – starting from the value of the shares resulting from an evaluation performed by an entity with a reputation and recognized international experience in the field of valuation of securities of public interest entities and which is not in a conflict of interest with the issuer, which may be a bank, an audit entity, or a valuation company. The evaluation shall be performed subject to prior notification of the National Bank of Moldova regarding the selected evaluator.

(13) During the periods of sale of newly issued shares indicated in paragraph (8)

and (9), for the feasibility of the transaction, the bank's executive body may modify the previously established price, providing justifying arguments in the event of the occurrence of factors that significantly influence the share price by updating its evaluation, as the case may be, under the conditions of paragraph (12).

(14) Any modification of the price shall be notified in advance to the National Bank of Moldova and disclosed to the public at least in the manners provided in paragraph (7).

(15) If, within the term established in paragraph (8) or the extension term provided in paragraph (9), the newly issued shares have not been sold as a single package, the bank's executive body shall dispose of the newly issued shares as separate shares over no more than 6 months from the date of expiry of the term provided in paragraph (8) or the term extended in accordance with paragraph (9).

(16) The initial exposure price for the sale of shares in accordance with paragraph (15) starts from the last price previously established. During the 6-month period mentioned in paragraph (15), the executive body modifies the price of the shares exposed for sale once a month, by reducing it as follows:

– in the first month – by 10% compared to the last price previously established;

– in the 2nd month – by 15% compared to the price established in the previous month;

– in the 3rd month – by 20% compared to the price established in the previous month;

– in the 4th month – by 25% compared to the price established in the previous month;

– in the 5th month – by 30% compared to the price established in the previous month.

(17) The funds obtained from the sale of newly issued shares are transferred to a bank account opened provisionally by the bank for this purpose. The bank records the funds obtained from the sale of newly issued shares in the accounts of the former holders, applying the proportionality principle, after deducting the amounts related to fines applied to former holders, if these have not been paid, and the expenses related to the issuance and cancellation, valuation, sale of shares, including taxes, payments, commissions. The provisions of this paragraph apply without prejudice to the provisions of legislation on the prevention and combating of money laundering and terrorist financing.

(18) Investment firms immediately inform the bank about the clients who have purchased shares under the conditions of this article. The bank presents to the National Bank of Moldova the list of persons who have purchased the newly issued shares within 5 days from the expiry of the term provided for the sale.

(19) If, within the 6-month term established in paragraph (15) of this article, the newly issued shares have not been sold and they represent at least 50% of the bank's share capital, in the case where a resolution action is necessary from the perspective of public interest within the meaning of art.60 of Law no.232/2016 on the recovery and resolution of banks, the National Bank of Moldova, as resolution authority, may undertake one of the resolution actions provided for by Law no.232/2016 on the recovery and resolution of banks.

(20) If, within the 6-month term established in paragraph (15) of this article, the newly issued shares have not been sold and represent at least 50% of the bank's share capital, the National Bank of Moldova determines that a resolution action is not necessary from the perspective of public interest within the meaning of art.60 of Law no.232/2016 on the recovery and resolution of banks, and also if the bank is not in one of the insolvency situations provided for in paragraph (2) of art.22 of this law, the National Bank of Moldova, within at most 2 months from the expiry of the 6 months, withdraws the license granted to the bank, without applying the forced liquidation process provided for in Law no.550/1995 on the liquidation of banks.

(21) In the case provided for in paragraph (20) of this article, the bank, within up to 30 days from the expiry of the 6 months, presents to the National Bank of Moldova the application and documents specified in art.3816 paragraph (3) of Law no.550/1995 on the liquidation of banks. Otherwise, the National Bank of Moldova initiates the forced liquidation process of the bank in accordance with the provisions of Law no.550/1995 on the liquidation of banks. The National Bank of Moldova examines the application and attached documents within 30 days from the date of their presentation and issues the permission for voluntary liquidation if it finds the circumstances provided for in art.3816 paragraph (4) of Law no.550/1995 on the liquidation of banks. Upon issuing the permission for voluntary liquidation, the National Bank of Moldova withdraws the bank's license. If the National Bank of Moldova refuses to issue the permission for voluntary liquidation, the forced liquidation process of the bank is initiated in accordance with the provisions of Law no.550/1995 on the liquidation of banks.

(22) If, within the term established in paragraph (15) of this article, the newly issued shares have not been sold and represent less than 50% of the bank's share capital, the executive body, within 10 days from the expiry of the term established in paragraph (15), requests the prior approval of the National Bank of Moldova within the meaning of art.62 and, within 5 days from obtaining the prior approval, issues the decision to acquire the unsold shares within the maximum limit of distributable elements, in compliance with the prudential requirements regarding own funds for covering risks and the bank's own funds adequacy indicators. The acquisition price of the unsold shares is the last sale or exposure price of the newly issued shares and exposed for sale in accordance with paragraph (15) of this article. As a result of the repurchase of newly issued shares, the bank records the funds in the accounts of the former holders opened by the bank for this purpose, applying the proportionality principle, after deducting the amounts related to fines applied to former holders, if these have not been paid, and the expenses related to the issuance and cancellation, valuation, sale, repurchase of shares, including taxes, payments and commissions. The shares acquired by the bank of a single class or multiple classes represent treasury shares and cannot exceed 10% of the bank's share capital. In case of exceeding the respective limit, the bank will alienate the acquired shares within at most 3 years from the date of violation of the mentioned limit. The shares that have not been alienated within this term will be cancelled, the bank being obliged to correspondingly reduce its share capital.

(23) For the shares that were not purchased by the bank under the conditions of para. (22), the executive body issues the conversion decision, by cancelling the respective shares, with the reduction of the bank's share capital and the issuance of the subordinated debt in the name of the former holders, at the last sale price of the newly issued shares offered for sale in accordance with para. (15) minus the amounts related to the fines applied to the former holders, if these have not been paid, and minus the expenses related to the issuance and cancellation, valuation, sale, redemption of the shares, including taxes, payments, commissions. The subordinated debt is issued by the executive body of the bank by virtue of this law, for a term of 5 years, without interest, and shall meet the characteristics of subordinated debt provided by the normative acts of the National Bank of Moldova for the purpose of being considered as Tier 2 own funds instruments. The respective subordinated debt is included in the scope of the internal recapitalization instrument, including reduction and conversion, in accordance with Law no. 232/2016 on the recovery and resolution of banks, with the exception of the conversion of this debt into shares.

[Art.521 amended by Law no.174 of 11.07.2024, in force 02.08.2024]

[Art.521 introduced by Law no.110 of 15.06.2018, in force 06.07.2018]

Article 53. Disposal of a holding in a bank by a person resident in jurisdictions that do not implement international transparency standards

(1) A person resident in a jurisdiction that does not implement international transparency standards, who holds, directly or indirectly, a holding in a bank, shall dispose of this holding within 3 months from the date on which this jurisdiction was qualified, in accordance with the normative acts of the National Bank of Moldova, as a jurisdiction that does not implement international transparency standards.

(2) In the case provided for in para. (1) of this article, the provisions of art.45 para. (2)–(4) become applicable.

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

(1) At least 7 days before holding the general meeting of shareholders, the bank or the persons convening the general meeting of shareholders shall submit to the National Bank of Moldova the list of shareholders entitled to participate in the general meeting of shareholders.

(2) At least 3 days before the date of the general meeting of shareholders, the single central depository of securities and the custodians of shares are obliged to inform the bank and the persons convening the general meeting of shareholders about any transfer of ownership of the bank's shares that occurs after the date of drawing up the list of shareholders.

(3) The data obtained in accordance with para. (2) shall be submitted to the National Bank of Moldova by the bank or the persons convening the general meeting of shareholders at least 2 days before the date of its holding.

(4) The National Bank of Moldova shall examine the documents submitted in accordance with para. (1) and (3) and shall transmit to the Commission for the registration of participants in the general meeting of shareholders of the bank, as well as to the bank or the persons convening the general meeting of shareholders, the written opinion regarding the list of shareholders.

(5) The list of shareholders entitled to participate in the general meeting of shareholders is not valid in the absence of the written opinion of the National Bank of Moldova regarding it.

(6) By derogation from the provisions of art.52 para. (4) lit.c) of Law no.1134/1997 on joint-stock companies, the list of the bank's shareholders entitled to participate in the general meeting of shareholders cannot be modified within the 3-day period until the date of the general meeting of shareholders of the bank.

[Art.54 para. (6) amended by Law no.101 of 28.04.2023, in force 11.05.2023]

Chapter 3 QUALIFYING HOLDINGS OF BANKS

Article 55. The value of a qualifying holding of a bank

(1) Any qualifying holding whose amount exceeds 10% of the bank's eligible capital, as defined in the normative acts of the National Bank of Moldova, in an undertaking that is not one of those listed below shall be subject to the provisions set out in para. (3):

a) an entity in the financial sector;

b) an undertaking that is not an entity in the financial sector and which carries out activities considered by the National Bank of Moldova to be any of the following:

• activities that are a direct extension of banking services;

• activities auxiliary to banking services;

• leasing, factoring, investment fund management, data processing services management or any other similar activity.

(2) The total amount of qualifying holdings of a bank in undertakings other than those mentioned in para. (1) lit.a) and b) which exceeds 20% of its eligible capital shall be subject to the provisions set out in para. (3).

(3) Banks are prohibited from having qualifying holdings mentioned in para. (1) and (2) whose amount exceeds the percentages of eligible capital provided for in the mentioned paragraphs.

(4) For the purpose of this article, only those qualifying holdings in the capital of the entity outside the financial sector are considered, which represent at least 10% of the capital or of the voting rights or which make it possible to exercise a significant influence over the management of the respective entity.

Article 56. Prohibition of acquiring control in entities outside the financial sector The bank cannot acquire qualifying holdings in an entity other than those provided for in

art.55 para. (1) lit.a) and b), if in this way the bank can exercise control over the respective entity.

Article 57. Exceptions

(1) Holdings in undertakings that are not mentioned in art.55 para. (1) lit.a) and b) are not included in the calculation of the eligible capital limits mentioned in the respective article if any of the following conditions is met:

a) the holdings are held temporarily during a financial assistance operation intended for the restructuring and rescue of the respective undertaking, as provided in the normative acts of the National Bank of Moldova regarding own funds;

b) the holdings represent a position related to firm underwriting commitments, maintained for 5 working days or less;

c) the holdings are held by the bank in its own name, but on account of other persons.

(2) Holdings in financial assets, other than holdings in affiliated undertakings and securities intended for long-term use in the normal course of the undertaking's business, shall not be taken into account in calculating the limits provided in Art. 55 para. (1) and (2).

(3) For the purpose of this Article, the holdings provided in para. (1) and (2) may be acquired only with the prior approval of the National Bank of Moldova, in accordance with the normative acts issued for the application of this law. The deadline for completing the procedure for resolving the application for prior approval is 30 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided in this paragraph may be extended by at most 30 working days, with notification of the bank.

[Art. 57 para. (3) as amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

Article 58. Prior approval of the National Bank of Moldova

(1) For the purpose of this chapter, the acquisition by a bank of any qualifying holding in an entity from another state is subject to the prior approval of the National Bank of Moldova if, following the respective acquisition, the entity would enter the bank's prudential consolidation scope in accordance with the requirements established by the normative acts of the National Bank of Moldova. The deadline for completing the procedure for resolving the application for prior approval is 90 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided in this paragraph may be extended by at most 30 working days, with notification of the bank.

(2) The criteria underlying the assessment of the intention to acquire the qualifying holdings provided in para. (1) take into account the following:

a) the acquisition of the qualifying holding shall not expose the bank to unjustified risks or prevent the achievement of effective supervision on a consolidated basis;

b) the bank shall have sufficient financial and organizational resources for the acquisition and administration of the qualifying holding.

(3) Qualifying holdings, other than those subject to prior approval in accordance with para. (1), shall be notified to the National Bank of Moldova within 5 days from the date of their acquisition by the bank.

[Art. 58 para. (1) supplemented by Law No. 174 of 11.07.2024, in force 02.08.2024]

Chapter 4 REQUIREMENTS FOR COVERING RISKS AND REPORTING

Article 59. Level of application of prudential requirements

(1) Banks must comply with the requirements provided by this law and the normative acts of the National Bank of Moldova on an individual basis and, where applicable, on a consolidated basis. The application by a bank of these requirements, on an individual basis and, where

applicable, on a consolidated basis, is established in accordance with the normative acts of the National Bank of Moldova.

(2) The National Bank of Moldova requires parent undertakings and subsidiaries, which are banks and are subject to this law, to fulfill the obligations related to the governance framework and the remuneration policy on a consolidated basis in order to ensure that their processes, mechanisms and governance framework, provided in

Art. 38 and 39 and in the normative acts issued in application of this law, are consistent and well integrated at group level, as well as that any data or information relevant for supervision can be obtained.

(3) For the purpose of para. (2), the National Bank of Moldova ensures that parent undertakings and their subsidiaries which are banks implement these processes, mechanisms and governance framework within their subsidiaries that are not subject to this law.

The respective processes, mechanisms and governance framework are consistent and well integrated and the respective subsidiaries are also able to present any data and information relevant for the purpose of supervision.

(4) The obligations arising from Art. 38 and 39 regarding subsidiaries that are not themselves subject to this law and are located in another state shall not apply where the parent bank, a legal person from the Republic of Moldova, can demonstrate to the National Bank of Moldova that the requirements of para. (3) are not applicable under the conditions of the legislation of the state in which the subsidiary is established.

Article 60. Own funds and their minimum level for covering risks

(1) In order to ensure the stability and safety of the activity carried out and/or the fulfillment of assumed obligations, each bank must maintain an adequate level of its own funds in accordance with para. (4), but not less than the level established by the National Bank of Moldova in accordance with Art. 9 para. (1). A bank's own funds may not fall below the level of initial capital established by the National Bank of Moldova through the normative acts issued in application of this law for the issuance of the license.

(2) The requirements and categories of own funds, the elements that enter into the calculation of own funds, the conditions and limits under which they may be taken into account and the situations in which these limits may be exceeded, the prudential filters, the deductions from own funds elements, the reductions from own funds tiers and any other requirements for determining them are established by the normative acts issued in application of this law, both on an individual basis and on a consolidated basis, in normal situations and, where applicable, in emergency situations.

(3) Any reference to the notion of own funds contained in this law, in the normative acts or in other acts issued in application of the law shall be considered as made to the concept of own funds established by the normative acts issued to that end.

(4) Without prejudice to the provisions of Chapter 1 Title II and the powers of the National Bank of Moldova provided for in Art. 5, banks must have, to the extent and under the conditions provided for by the normative acts issued in application of this law, a level of own funds which is permanently at least at the level of the own funds requirements established to cover, as applicable, credit risk, the risk of diminution in the value of the claim, counterparty credit risk, position risk, settlement/delivery risk, foreign exchange risk, commodity risk, credit valuation adjustment risk and operational risk.

(5) Banks must permanently comply with the minimum levels of own funds adequacy indicators calculated as the ratio between the categories of own funds and the total value of risk exposure, as established in the normative acts of the National Bank of Moldova.

(6) The methodologies for determining the value of exposure to each risk, as well as the total value of risk exposure, are established in the normative acts of the National Bank of Moldova.

(7) The provisions of paragraphs (1)–(6) do not prevent banks from holding own funds and elements thereof that exceed the requirements provided for by this law and the normative acts issued in application thereof or from applying stricter measures than those provided for by this law and the normative acts of the National Bank of Moldova.

Article 61. Methodologies for determining own funds requirements The methodologies for determining the own funds requirements for covering the risks provided for in Art. 60 of this law, the criteria according to which they apply and the business segments covered by the respective methodologies are established by the normative acts of the National Bank of Moldova issued in application of this law.

Article 62. Prior approvals relating to own funds

(1) The National Bank of Moldova grants prior approvals to banks for, at least, the recognition, diminution in value, reduction, distribution and derogation from the deduction of certain own funds elements, as well as for the distribution by banks of profit to shareholders and/or for the payment of interest to holders of additional tier 1 own funds instruments, in the manner and within the time limits provided for by the normative acts issued for the application of this law. The maximum time limit for completing the procedure for resolving the application regarding prior approval is 40 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed to process the information and documents, the time limit of the respective procedure may be extended by at most 10 working days, with notification of the bank.

(2) Without prejudice to other cases expressly established by this law, banks may not carry out the operations provided for in paragraph (1) if the National Bank of Moldova considers that this may lead to non-compliance with the requirements relating to own funds or other prudential indicators or to jeopardizing the stability of the bank.

[Art. 62 paragraph (1) as amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

[Art. 62 supplemented by Law No. 32 of 27.02.2020, in force 02.05.2020]

Article 63. Capital buffers

(1) Banks must have own funds to cover the capital buffers imposed by the National Bank of Moldova. The requirements for maintaining capital buffers must be met by banks with own funds elements established by the National Bank of Moldova. Capital buffers must be maintained in addition to the minimum own funds requirements provided for by the National Bank of Moldova in accordance with Art. 60 and 139.

(2) For the purposes of paragraph (1), banks must have own funds for the capital conservation buffer, the bank-specific countercyclical capital buffer, the buffer for a systemically important institution and the systemic risk buffer, to the extent and under the conditions provided for by the normative acts issued by the National Bank of Moldova in application of this law.

(3) Banks may not use the own funds maintained to meet the requirements provided for in paragraphs (1) and (2) for the purpose of complying with any other requirements provided for in this law or imposed by the National Bank of Moldova on the basis of this law.

(4) In the situation where the bank does not hold a sufficient level of own funds to allow compliance with the requirements for covering the capital buffers referred to in paragraph (2), it is subject to capital conservation measures. The National Bank of Moldova establishes by its normative acts the capital conservation measures, which include, without being limited to these, the imposition of restrictions and, consequently, the need

to obtain prior approval from the National Bank of Moldova regarding distributions and the obligation to submit for approval a capital conservation plan.

(5) If the National Bank of Moldova does not approve the capital conservation plan, it shall impose at least one of the following measures:

a) it requires the bank to increase its own funds up to certain levels, following a precise timetable;

b) it exercises its powers provided for in Art.139 para.(1) and (2) to impose restrictions on distributions stricter than those provided for under para.(4).

(6) In the situation where the bank holds a sufficient level of own funds to allow compliance with the requirements for covering the capital buffers mentioned in para.(2), it shall be prohibited from making the distributions determined by the National Bank of Moldova in accordance with para.(4), under the conditions where such distributions would lead to the reduction of own funds to a level at which the requirements for covering the buffers are no longer met.

(7) In applying this article, the National Bank of Moldova undertakes the following, without being limited to these: it establishes the method of calculating the capital buffers, identifies the banks that are systemically important institutions and the banks to which the systemic risk buffer applies, establishes the rates applicable to the calculation of capital buffers, may recognize the capital buffer rates established by the authorities of other states and, as the case may be, applies capital conservation measures.

Article 631. Requirements regarding macroprudential policy instruments In order to prevent and reduce the identified systemic risk, the National Bank of Moldova may establish requirements regarding macroprudential policy instruments, as well as the level of their application to banks.

[Art.631 introduced by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 64. Own funds requirements for covering credit risk

(1) The methodologies for determining the value of exposure to credit risk and to the risk of diminution in the value of the claim, as well as the own funds requirements for covering credit risk, shall be established in the normative acts of the National Bank of Moldova.

(2) When calculating the value of exposure to credit risk, banks shall use the standardized approach or, with the approval of the National Bank of Moldova, the approach based on internal rating models.

(3) The National Bank of Moldova shall establish, through its normative acts, the list of states in which the provisions of prudential supervision and regulation are considered equivalent for the purpose of treating exposures in accordance with the normative acts issued in application of this law.

Article 65. Standardized approach to credit risk

(1) The methodology and conditions for determining the value of exposure to credit risk, as well as the cases and conditions in which the National Bank of Moldova grants prior approval within the standardized approach shall be established by the normative acts issued in application of this law.

(2) In the case of the standardized approach, the value of exposure to credit risk, including for exposures related to securitization positions, may be determined by reference to the assessments made by external credit assessment institutions or by export credit agencies, recognized as eligible by the National Bank of Moldova, in the manner established by the normative acts of the National Bank of Moldova.

(3) The list of external credit assessment institutions recognized as eligible shall be established by the normative acts of the National Bank of Moldova.

Article 66. Approach based on internal rating models for credit risk

(1) The methodology and conditions for determining the value of exposure to credit risk and to the risk of diminution in the value of the exposure by using the approach based on internal rating models, as well as the minimum conditions under which the use of these approaches may be approved shall be established by normative acts of the National Bank of Moldova issued in application of this law.

(2) Banks may obtain prior approvals for the use of the approach based on internal rating models only if they demonstrate to the National Bank of Moldova that the implemented systems, management and rating systems for credit risk comply with the standards and minimum requirements for assessing compliance, established by the normative acts issued in application of this law. The deadline for completing the procedure for resolving the application regarding prior approval is 90 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided for in this paragraph may be extended by at most 30 working days, with notification of the bank.

(3) If a bank no longer meets the conditions under which it obtained approval for the use of the approach based on internal rating models, it must present to the National Bank of Moldova an adequate plan for remedying the deficiencies or prove that the effects generated by the non-fulfillment of the conditions are not significant.

(4) All significant aspects of the rating and estimation process shall be approved by the bank's management body or by a committee designated for this purpose, composed of members of the board, and by the executive body. These involved parties must demonstrate a general understanding of the bank's rating systems and a detailed understanding of the associated management reports.

[Art.66 para.(2) completed by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 67. Treatment of credit risk mitigation techniques Both in the case of using the standardized approach and in the case of using the approach based on internal rating models for credit risk, the National Bank of Moldova shall establish through its normative acts at least:

a) the eligible forms of credit risk mitigation techniques and the requirements regarding them;

b) the recognition principles and calculation methods related to the effect of applying credit risk mitigation techniques;

c) the cases and conditions in which the National Bank of Moldova grants prior approvals for their application.

Article 68. Treatment of exposures related to securitisation positions In the case of using the standardised approach, as well as in the case of using the internal ratings-based approach for credit risk, with regard to exposures related to securitisation positions, the National Bank of Moldova establishes through its normative acts:

a) the methodology for calculating the risk exposure value for exposures related to securitisation positions, the cases and conditions in which the National Bank of Moldova grants prior approvals for their application;

b) the conditions for recognising significant risk transfer;

c) the conditions under which banks may use external credit assessments produced by external credit assessment institutions.

Article 69. Cases of use of various credit risk approaches A bank may revert to the use of a less sophisticated approach or may use a combination of approaches for credit risk only after obtaining the prior approval

of the National Bank of Moldova and under the conditions provided by the normative acts issued for the application of this law. The deadline for completing the procedure for resolving the application regarding prior approval is 60 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova.

If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided by this paragraph may be extended by at most 30 working days, with notification of the bank.

[Art.69 as amended by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 70. Own funds requirements for covering operational risk

(1) The methodologies for determining the own funds requirements for covering operational risk and the value of operational risk exposure are established in the normative acts of the National Bank of Moldova.

(2) In order to determine the own funds requirements for covering operational risk, banks may use the following approaches:

a) the basic approach; or

b) the standardised approach with notification of the National Bank of Moldova; or

c) the alternative standardised approach with the prior approval of the National Bank of Moldova; or

d) advanced measurement approaches with the prior approval of the National Bank of Moldova.

(3) The conditions under which banks may use the approaches provided in para.(2) or a combination thereof or may revert to the use of less sophisticated approaches are provided by the normative acts issued for the application of this law. The deadline for completing the procedure for resolving applications regarding prior approval, submitted in accordance with para.(2) let.c) and d), is 60 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova.

If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided by this paragraph may be extended by at most 30 working days, with notification of the bank.

[Art.70 para.(2) supplemented, para.(3) in new wording according to Law no.174 of 11.07.2024, in force 02.08.2024]

Article 71. Own funds requirements for covering market risks

(1) The methodologies for determining the own funds requirements for covering market risk and the value of market risk exposure, as well as the cases and conditions in which the National Bank of Moldova grants prior approval in the context of determining the own funds requirements for market risk are established in the normative acts of the National Bank of Moldova. The deadline for completing the procedure for resolving the application regarding prior approval is 60 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova.

If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided by this paragraph may be extended by at most 30 working days, with notification of the bank.

(2) For the purposes of para.(1), position risk, foreign exchange risk, settlement risk and commodity risk are considered.

(3) The specific instruments and subcategories of position risk are regulated in the normative acts of the National Bank of Moldova.

(4) In order to determine the own funds requirement for covering market risk, banks may use:

a) the methods regulated in the normative acts issued in application of this law for position risk, foreign exchange risk, settlement risk and commodity risk;

b) internal models for position risk, foreign exchange risk and commodity risk, with the approval of the National Bank of Moldova.

(5) The conditions under which banks may use the methodologies provided in para.(4) are established by the normative acts issued in application of this law.

[Art.71 para.(1) supplemented by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 72. Internal models-based approaches and other approvals granted by the National Bank of Moldova for market risk

(1) The National Bank of Moldova may permit a bank to calculate its capital requirements for covering market risk, namely position risk, foreign exchange risk and/or commodity risk, using its own internal models or a combination thereof with the methods provided in the normative acts issued in application of this law, and establishes the conditions under which such models may be used.

(2) Each bank must request and obtain the prior approval of the National Bank of Moldova for the use of its own internal models for the risks indicated in paragraph (1), under the conditions established by the normative acts issued for the application of this law. The deadline for completing the procedure for resolving the application for prior approval is 60 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided in this paragraph may be extended by at most 30 working days, with notification of the bank.

[Art.72 para.(2) as amended by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 73. Own funds requirements for covering other risks

(1) The methodologies for determining the own funds requirements for covering counterparty credit risk and credit valuation adjustment risk and the conditions that banks must comply with for the use of those methodologies, as well as the prior approvals granted by the National Bank of Moldova for the use of methods for calculating the exposure value for counterparty credit risk are provided in the normative acts issued in application of this law.

(2) A bank may revert to the use of a less sophisticated approach or may use a combination of approaches for the risks referred to in paragraph (1) only with the prior approval of the National Bank of Moldova and under the conditions provided in the normative acts issued in application of this law.

(3) The deadline for completing the procedure for resolving the application for prior approval submitted in accordance with this article is 60 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided in this paragraph may be extended by at most 30 working days, with notification of the bank.

[Art.73 para.(2) supplemented, para.(3) introduced by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 74. Requirements regarding large exposures

(1) Without prejudice to the provisions of paragraph (2), banks are obliged to comply with the limits regarding large exposures, established by the normative acts of the National Bank of Moldova.

(2) The National Bank of Moldova establishes by normative acts the method of calculating large exposures, the methodology for determining the value of exposures, the conditions for compliance with the limits regarding large exposures and the conditions for reporting information regarding large exposures.

(3) Each bank must have rigorous administrative and accounting procedures and adequate internal control mechanisms for identifying, managing, monitoring, reporting and recording all large exposures and subsequent changes thereto, in accordance with the provisions of this law and the normative acts of the National Bank of Moldova.

Article 75. Exposures to transferred credit risk

(1) Banks are obliged to permanently comply with the requirements regarding exposures to transferred credit risk established in the normative acts of the National Bank of Moldova.

(2) The National Bank of Moldova regulates the regime of exposures to transferred credit risk, establishing requirements for banks depending on their quality in such a transfer.

Article 76. Liquidity requirements

(1) Banks are obliged to comply with the liquidity requirements, as established by the normative acts of the National Bank of Moldova.

(2) Banks must comply with the requirement to cover the liquidity needs, so as to ensure that banks maintain levels of liquidity reserves that are adequate to enable them to cope with potential imbalances between liquidity inflows and outflows in situations of severe crisis within a 30-day interval.

(3) Banks must comply with the requirement regarding stable funding, namely to ensure adequate compliance with long-term obligations through a diversity of stable funding instruments both under normal conditions and under crisis conditions.

(4) The methodologies for determining the liquidity requirements, as well as the cases and conditions in which the National Bank of Moldova grants prior approvals, derogations, approvals, authorizations and stricter conditions are established by the normative acts issued in application of this law. The deadline for completing the procedure for resolving the application for prior approval, applications for granting derogations, approvals, authorizations and for establishing stricter conditions is 60 working days, calculated from the date of submission of the respective application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided in this paragraph may be extended by at most 30 working days, with notification of the bank.

[Art.76 para.(4) supplemented by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 77. Calculation of the leverage ratio

(1) Banks calculate the leverage ratio and are obliged to comply with the requirements related to this indicator, as established in the normative acts of the National Bank of Moldova.

(2) The method of calculation for the leverage ratio, the methodology for determining its elements, as well as the cases and conditions in which the National Bank of Moldova grants approvals for the exclusion from application of certain exposures are established by the normative acts issued in application of this law. The deadline for completing the procedure for resolving the approval application is 60 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If an additional examination is necessary or more time is needed for processing the information and documents, the deadline provided in this paragraph may be extended by at most 30 working days, with notification of the bank.

[Art.77 para.(2) completed by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 78. The process of assessing capital adequacy to risks

(1) Each bank must have formalized, sound, effective and complete internal strategies and processes for assessing and permanently maintaining the level, structure and distribution of internal capital, which, from the bank's perspective, are considered adequate to cover all risks to which it is or may be exposed, in a manner appropriate to the nature and level of these risks. In this regard, the bank must consider, in addition to the risks provided in Art.60 para.(4) of this law, any other risks related to the activity carried out, as well as those generated by external factors.

(2) The processes and strategies provided in para.(1) must be subject to regular internal reviews by the bank, so as to ensure that they remain permanently comprehensive and proportionate in relation to the nature, extent and complexity of the activities carried out by the respective bank.

(3) Banks are responsible for the internal process of assessing capital adequacy to their own risk profile.

Article 79. The process of assessing liquidity adequacy

(1) Banks must maintain adequate levels of liquidity reserves.

(2) For the purpose of para.(1), banks must have robust strategies, policies, processes and systems for identifying, measuring, managing and monitoring liquidity risk across an appropriate series of time horizons, including intraday.

(3) The strategies, policies, processes and systems provided in para.(2) must be proportionate to the complexity, risk profile, object of activity of the banks and the risk tolerance established by the management body.

(4) Banks must have liquidity risk profiles that comply with and do not exceed the level established for a robust and adequately functioning system.

(5) For the purpose of para.(4), banks shall take into account the nature, size and complexity of their activities.

Article 80. Transactions with persons affiliated with the bank

(1) The bank may not grant credits or carry out transactions with persons affiliated with the bank as defined in Art.3 if such credits are granted or such transactions are carried out under more favorable conditions than those provided for persons who are not affiliated with the bank.

(2) The bank is obliged to present to the National Bank of Moldova, in the manner established in its normative acts, information regarding persons affiliated with the bank, the credits granted by the bank to them and the transactions concluded by the bank with them.

(3) The bank's transactions with affiliated persons are subject to conditions, limits and restrictions established by the National Bank of Moldova, which may include requirements for forming additional reserves to cover possible losses on credits and other assets related to transactions with affiliated persons.

(4) The bank may not grant credits to any of its employees, except within the limits and conditions established by the National Bank of Moldova through its normative acts.

(5) Any transaction with a person affiliated with the bank must be approved, before its conclusion, by the vote of at least the majority of the members of the bank's council, except in cases provided in the regulations of the National Bank of Moldova.

(6) Within the supervision process, the National Bank of Moldova may presume persons to be affiliated with the bank if these persons meet one or more of the characteristics provided in the normative acts of the National Bank of Moldova, as well as taking into account the nature of the relationships, transactions and the existence of other relationships with the bank.

The National Bank of Moldova notifies the bank regarding such a decision no later than the next working day.

(7) Until proven otherwise, which is to be presented to the National Bank of Moldova within 15 working days from the date of receipt of the notification provided in para.(6), the persons identified by the National Bank of Moldova according to para.(6) are presumed to be persons affiliated with the bank as of the date of the transaction.

(8) For the purpose of this article, at least the following conditions are considered to be more favorable than those provided for persons who are not affiliated with the bank:

a) acceptance of a pledge with a market value lower than a similar pledge requested from other clients of the bank;

b) acquisition of an immovable property of lower quality or at a higher price than the price of similar immovable properties on the market;

c) making investments in the securities of the affiliated person that the bank would not have made in the case of other persons;

d) payment for goods or services procured from an affiliated person at a higher price than the price for similar goods and services on the market or in circumstances in which the same goods or services would not have been procured from another person;

e) sale to a person affiliated with the bank of an asset at a lower price than the one that would have been received in the case of selling the asset to another person;

f) setting a lower interest rate/commission for the service provided than if the same service were provided to another person under general conditions;

g) setting a higher interest rate for the accepted deposit than if the same deposit were accepted from another person under general conditions.

Article 81. Prohibition of certain operations with persons affiliated with the bank

(1) Banks may not condition the granting of credits or the provision of other products/services to clients on the sale or purchase of financial instruments issued by the bank or by an affiliate thereof, including an entity belonging to the group of which the bank is a part, or on the client's acceptance of other products/services offered by the bank or by an affiliate thereof, including an entity belonging to the group of which the bank is a part, which are unrelated to the credit operation or to the requested product/service.

(2) Banks may not:

a) grant credits to a person or facilitate financing from third parties to that person in order to help it discharge its obligations to the bank's affiliate;

b) intermediate the subscription and/or placement of a person's financial instruments and may not simultaneously grant credits to that person so that it may pay its debt, interest or dividends on such financial instruments.

(3) No bank may grant credits or facilitate the receipt of credits for the purchase of financial instruments whose subscription and/or placement is intermediated by an affiliate thereof.

Article 82. Outsourcing

(1) The bank has the right to outsource activities of material importance after obtaining the prior approval of the National Bank of Moldova in accordance with the requirements established by the normative acts issued by it. The deadline for completing the procedure for resolving the application regarding prior approval is 60 working days, calculated from the date of submission of the application accompanied by all documents that must be presented to the National Bank of Moldova. If additional examination is necessary or more time is needed for processing the information and documents, the deadline provided in this paragraph may be extended by at most 30 working days, with notification to the bank.

(2) The outsourcing of services or operations related to the activity of attracting deposits or granting credits may take place only to a bank/branch of a foreign bank in the Republic of Moldova or to another legal person holding a valid license for the respective activity.

(3) For the purposes of this article, activities of material importance are:

a) activities of such importance that any difficulty or failure in their conduct could have a significant negative effect on the bank's ability to fulfill its obligations under the regulatory framework and/or to continue its activity;

b) any other activities requiring a license or authorization from the competent authorities;

c) any activities having a significant impact from a risk management perspective.

(4) Subcontracting of outsourced activities of material importance (chain outsourcing) is not permitted.

(5) The bank bears final responsibility for the proper management of risks associated with outsourced activities/operations.

(6) In the case of outsourcing, the bank shall comply with the following minimum conditions:

a) it shall have adequate internal policies and procedures regarding the assessment, management, and control of outsourced activities/operations, and the activity management framework shall be adapted to the specifics of these activities/operations;

b) the outsourcing shall not result in:

• delegation to the provider of the responsibility of the bank's management body;

• reduction of the bank's capacity to fulfill its obligations or otherwise harm the legitimate interests of clients, reduction of the capacity to fulfill its tasks provided in the bank's statute, regulations or medium- and long-term development strategies;

• limiting, hindering or making impossible the exercise of the supervisory powers of the National Bank of Moldova, as well as the powers of the authorized control bodies;

c) it shall take measures to ensure the continuity of activities of material importance in the event of exceptional situations, as well as to comply with this law in relations with the provider;

d) it shall report to the National Bank of Moldova, without delay, any incident or change in risk, including a change of provider, that could significantly affect the bank's capacity for efficient management, its stability, performance and continuity of activity;

e) it shall comply with any other requirements related to outsourcing established by the National Bank of Moldova in its normative acts.

(7) Banks shall perform, annually or at the request of the National Bank of Moldova, an external audit of outsourced activities/operations, through an audit entity agreed by the National Bank of Moldova, in accordance with the requirements established in the normative acts of the National Bank of Moldova.

(8) In the case of outsourcing activities of material importance, the National Bank of Moldova may impose certain conditions, taking into account factors such as: the size of the bank, the nature and complexity of the activity intended to be outsourced, the characteristics and market position of the external provider, the duration of the contract, conflicts of interest that could be generated by the outsourcing.

(9) The National Bank of Moldova has the right to prescribe termination of the outsourcing contract if it finds that:

a) the bank does not exercise continuous control over the outsourced activities/operations or the management of risks associated with them, or does so irregularly and inadequately;

b) the activity of the provider of the outsourced activities/operations has significant deficiencies that threaten or may threaten the bank's ability to fulfill its obligations.

[Art.82 para.(1) completed by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 83. Other prudential requirements The National Bank of Moldova may establish by normative acts other requirements of a prudential nature, as well as the level of their application to banks. These requirements may concern at least the following:

a) the maximum permitted amount of investments in real estate or specific categories thereof;

b) prudential value adjustments of assets and contingent liabilities;

c) unhedged positions in foreign currency exceeding a certain limit;

d) assets taken into possession/acquired in exchange for debt repayment;

e) the maximum aggregate amount of exposures to persons who are not affiliated persons of the bank and who, directly or indirectly, hold or control a holding in the bank's share capital below a qualifying holding, including their affiliated persons.

Article 84. Reporting requirements

(1) Banks must prepare and submit to the National Bank of Moldova reports, data and information regarding the governance framework, own funds, capital buffers, risk coverage requirements, large exposures, liquidity, the leverage ratio and other reports for prudential purposes under the conditions established in the normative acts of the National Bank of Moldova, on an individual basis and, respectively, on a consolidated basis.

(2) The management body of the bank is responsible for the correctness and veracity of the reports submitted to the National Bank of Moldova.

Chapter 5 ACCOUNTING RECORDS, FINANCIAL STATEMENTS AND AUDIT

Article 85. Accounting records in banks

(1) Banks must organize and keep their accounting in accordance with the provisions of the legislation in the field of accounting and international financial reporting standards, and also prepare annual individual financial statements and, where applicable, consolidated financial statements, which provide a true and fair view of the financial position, financial performance, cash flows and other aspects related to the activity carried out.

(2) The annual financial statements of banks and, where applicable, the annual consolidated financial statements must be audited by an audit entity in accordance with the legislation in the field of audit.

(3) The management bodies of the bank are responsible for compliance with the provisions of paragraphs (1) and (2).

(4) The chart of accounts, including the nomenclature of account groups and the methodological rules on their application, used by banks shall be drawn up and approved by the National Bank of Moldova.

Article 86. Submission of financial statements Without prejudice to the provisions of the legislation in the field of accounting, banks are obliged to submit to the National Bank of Moldova their financial statements, as well as other data and information requested within the deadlines and in the form established by normative acts and instructions issued by the National Bank of Moldova, as the competent authority.

Article 87. Carrying out audits for other purposes The National Bank of Moldova may establish, by normative acts, the carrying out of audit activities at banks for purposes other than that provided for in Art. 85 paragraph (2) and the standards applicable in these cases.

Article 88. Approval of the audit entity

The bank is obliged to conclude a contract with an audit entity approved by the National Bank of Moldova. The criteria to be met by the audit entity, the manner of approval and withdrawal of the approval of the audit entity are provided for in the normative acts of the National Bank of Moldova. The deadline for completing the procedure for resolving the application for approval of the audit entity is 30 working days, calculated from the date of submission of the application accompanied by all documents that must be submitted to the National Bank of Moldova. If an additional examination is necessary or more time is needed to process the information and documents, the deadline provided for in this paragraph may be extended by at most 15 working days, with notification of the bank.

[Art. 88 supplemented by Law no. 174 of 11.07.2024, in force 02.08.2024]

[Art. 88 as amended by Law no. 178 of 11.11.2021, in force 29.11.2021]

Article 89. Obligations of the audit entity to inform and communicate with the National Bank of Moldova

(1) The audit entity must inform the National Bank of Moldova as soon as, in the exercise of its duties, it has become aware of any fact or decision in connection with the audited bank which:

a) constitutes a breach of this law or other normative acts issued in application thereof, which establish the conditions for licensing banks or the requirements regarding the conduct of their activity;

b) is likely to affect the bank's ability to continue operating;

c) may lead to a refusal by the audit entity to express an opinion on the financial statements or to its expressing a qualified opinion.

(2) At the request of the National Bank of Moldova, the audit entity is obliged to provide any details, clarifications, explanations related to the audit activity carried out at the bank.

(3) The obligations provided for in paragraphs (1) and (2) also apply to the audit entity in the case where it performs specific tasks in an entity that has close links arising from a control relationship with the audited bank.

(4) The good-faith fulfilment by the audit entity of the obligation to inform the National Bank of Moldova in accordance with paragraphs (1)–(3) does not constitute a breach of the obligation to maintain professional secrecy incumbent upon it under the law or contractual clauses and cannot entail liability of any nature on its part. Such information shall also be provided simultaneously to the management body of the bank, except where there are reasonable grounds not to do so.

(5) The National Bank of Moldova has access to any documents prepared by the audit entity during the audit action at the audited bank.

(6) The National Bank of Moldova may issue normative acts regarding the relationship between the audit entity and the National Bank of Moldova.

Article 90. Withdrawal of the approval of the audit entity The National Bank of Moldova may withdraw the approval granted to an audit entity under Art. 88 if it does not properly fulfil the duties provided for by this law or does not comply with the specific ethical and professional conduct requirements.

Chapter 6 PUBLICATION REQUIREMENTS FOR BANKS

Article 91. Scope of publication requirements

(1) In order to ensure market discipline and transparency, banks must publish information regarding at least the governance framework, own funds, capital requirements, liquidity, risk exposures, capital buffers, other

key indicators, internal policies, including the remuneration policy, to the extent and under the conditions provided for in the normative acts issued in application of this law.

(2) The approval granted by the National Bank of Moldova under Art. 70 para. (2)

is subject to publication by banks of the information provided for in the normative acts of the National Bank of Moldova relating to operational risk.

(3) Banks must publish separately for each state in which they have established a branch the aggregate information provided for in the normative acts of the National Bank of Moldova.

The respective information is subject to audit in accordance with Art. 85 and is published as an annex to the respective bank's own individual and consolidated annual financial statements.

(4) Banks must adopt formal policies to ensure compliance with the established publication requirements and to assess the adequacy of the published data and information.

(5) Banks must provide, at the request of persons applying for a loan, a written explanation regarding their classification in a certain rating.

(6) Banks, through their web pages, must explain how they implement the requirements provided for in Art. 39 para. (1) and Art. 40–44.

(7) The provisions of this chapter do not affect the legal rules provided for in other laws relating to the publication of information.

Article 92. Frequency of publication

(1) Banks must publish the data and information provided for in Art. 91, at least annually, as soon as they are available and no later than the date on which the annual financial statements are published.

(2) Banks assess the need to publish the data and information provided for in

Art. 91 more frequently by taking into account the relevant criteria of the activity carried out, provided for in the normative acts issued in application of this law.

Article 93. Means of publication

(1) Banks may establish the appropriate mass media, location and means of verification to effectively comply with the publication requirements provided for in this law. To the extent possible, banks must ensure the use of the same means or the same location for the publication of all data and information.

(2) Equivalent presentations of data and information to the market, made by the bank based on the requirements regarding the publication of financial statements, of information regarding the bank's activity on a regulated market or other such requirements, may be considered to ensure compliance with the publication requirements under this law. If the data and information are not included in the financial statements, banks must indicate where they can be found.

Article 94. Specific publication requirements

(1) The National Bank of Moldova may require a bank:

a) to publish the information mentioned in Art. 91 para. (1) more frequently than annually and to set publication deadlines;

b) to use specific publication methods and forms other than financial statements.

(2) The National Bank of Moldova may require parent undertakings to publish annually, either in full or by reference to equivalent information, a description of the legal, governance and organisational structure of the group of banks and/or investment firms, including information on the entities between which close links exist, as well as regarding the governance framework.

Title IV POLICIES FOR THE PREVENTION AND COMBATING OF MONEY LAUNDERING AND TERRORISM FINANCING.

BANKING SECRECY AND CONFLICTS OF INTEREST

Article 95. Policies for the prevention and combating of money laundering and terrorism financing

(1) The bank must have internal policies and procedures in the field of preventing and combating money laundering and terrorism financing and must apply the requirements of the legislation on preventing and combating money laundering and terrorism financing.

(2) The bank may not hide, convert or transfer money or other values, knowing that they come from criminal activities, in order to mask their illegal origin, nor assist a person engaged in such activities to avoid the legal consequences of their acts.

Article 96. Obligation to maintain confidentiality

(1) The bank is obliged to maintain confidentiality regarding all facts, data and information relating to its activity, as well as regarding any facts, data or information available to it relating to the person, assets, activity, business, personal or business relations of the bank's clients or information relating to clients' accounts (balances, turnovers, transactions carried out), transactions concluded by clients, as well as other information about clients that has become known to it, except for information that is published or that may be provided under this law.

(2) For the purposes of this chapter, the information provided for in para. (1) constitutes banking secrecy.

(3) The members of the bank's management body and the bank's officers, the persons acting on behalf of the bank and other persons who, by virtue of performing their official duties, have gained access to the information provided in para. (1) are obliged to maintain banking secrecy, not to use the indicated information for purposes other than official ones.

This obligation continues to exist even after the termination of the activity of the persons mentioned above or during the period of suspension of their activity.

(4) It is prohibited for the bank to provide information regarding the clients of another bank, even if their name/designation is indicated in the client's documents and contracts or appears in the client's operations.

(5) The bank shall organize its activity so that the members of the management body, the officers and the persons acting on its behalf are not placed in a situation where their obligations towards one client conflict with their obligations towards another client or where their own interests conflict with their obligations towards a client.

[Art.96 para.(1) supplemented by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 97. Conditions for providing information constituting banking secrecy

(1) The obligation to maintain banking secrecy cannot be invoked against a competent authority in the exercise of its supervisory duties on an individual and/or consolidated basis.

(2) The provision of information constituting banking secrecy, including to public authorities empowered by special laws to request information from natural and legal persons, shall be carried out in strict compliance with this article.

(3) The information constituting banking secrecy shall be provided by the bank, to the extent that the provision of this information is justified by the purpose for which it is requested, in the following cases:

a) at the request of the bank's client or their representative;

b) in the event of the death of the bank's client, at the request of their heir, with the inheritance certificate attached, as well as at the request of the notary who opened the succession procedure, with a copy of the bank client's death certificate attached;

c) at the request of the criminal prosecution body, regarding the specific criminal case, with the authorization of the investigating judge accompanied by the reasoned conclusion;

d) at the request of the court of law, for the purpose of resolving a case pending before it;

e) at the written request of other public authorities or ex officio, if by special law these public authorities have the right, for the purpose of fulfilling their specific duties, to request and/or receive such information from the bank;

f) at the request of the Ministry of Finance, in accordance with Law no.419/2006 on public sector debt, state guarantees and state recrediting, of information regarding loans granted to state/municipal enterprises, commercial companies with fully or majority public capital and administrative-territorial units, necessary for monitoring the public sector;

g) at the request of the bailiff, on the basis and within the limits provided by the enforceable document;

h) when the bank justifies a legitimate interest.

(4) The request for the provision of information constituting banking secrecy, submitted by the authorities mentioned in para.(3), must contain the legal basis of the request, the identity data of the person to whom the requested confidential information refers, the category of information requested and the purpose for which it is requested. The submitted request must be signed by the authorized responsible person. The request for information submitted by the fiscal body of the Republic of Moldova may not contain the identity data of the person(s) to whom the requested information refers in the cases and/or under the conditions of the Cooperation Agreement between the Government of the Republic of Moldova and the Government of the United States of America to Facilitate the Implementation of the Provisions of the Act on the Fulfillment of Tax Obligations regarding Foreign Accounts (FATCA).

(5) The following do not constitute a breach of the obligation to maintain banking secrecy:

a) providing to the National Bank of Moldova the information necessary for the exercise of its duties;

b) providing information and data compiled in such a way that the identity and information regarding the activity of each client of the bank cannot be identified;

c) mandatory provision to fiscal bodies of information regarding the opening, modification and closing of bank accounts, in the cases and with reference to the categories of taxpayers provided by law;

d) providing information to the bank's audit entity, within the limits necessary for it to carry out the audit activity;

e) providing information to the Deposit Guarantee Fund in the banking system, within the limits necessary for the exercise of its duties;

f) providing information to credit history bureaus regarding loans granted, in accordance with the special law;

g) providing information to the Service for the Prevention and Combating of Money Laundering about any suspicious activity or transaction, in accordance with the legislation on the prevention and combating of money laundering and terrorist financing;

h) providing information to the entities belonging to the group of which the bank is a part, necessary for organizing consolidated supervision and for combating money laundering and terrorist financing;

i) monthly provision to the Ministry of Finance of information regarding receipts, payments and balances of monetary funds in accounts opened in banks by public institutions financed from the national public budget;

j) providing information at the request of the Ministry of Finance for the purpose of exercising duties for accounts opened in banks by public institutions financed from the national public budget;

k) the provision of information in accordance with the provisions and within the limits of the Cooperation Agreement between the Government of the Republic of Moldova and the Government of the United States of America to facilitate the implementation of the provisions of the Act on the fulfillment of tax obligations with respect to foreign accounts (FATCA);

l) the provision to the Central Electoral Commission, within the deadline established by it, of information on receipts, payments and balances of monetary funds in accounts opened in banks by political parties, electoral competitors, referendum participants and initiative groups;

m) the provision to the State Tax Service of information in accordance with the provisions and within the limits of the Multilateral Agreement of Competent Authorities for the automatic exchange of information on financial accounts;

n) the provision of information to other reporting entities, with the consent of the respective client, within the execution by third parties in accordance with art.10 of Law no.308/2017 on preventing and combating money laundering and terrorist financing.

(6) Persons and bodies empowered to request and receive information constituting bank secrecy are obliged to keep it confidential and may use it only for the purpose for which they requested it or it was provided to them, in accordance with the law, and are obliged not to provide or disclose it to third parties, except in cases of execution of obligations provided by law.

[Art.97 para.(3),(4),(5) amended by Law no.174 of 11.07.2024, in force 02.08.2024]

[Art.97 para.(5) supplemented by Law no.69 of 31.03.2023, in force 13.04.2023]

[Art.97 para.(5) supplemented by Law no.336 of 08.12.2022, in force 01.01.2023]

[Art.97 amended by Law no.160 of 26.07.2018, in force 17.09.2018]

Article 98. Declaration of material interest

(1) Any member of the management body or person holding a key function in the bank that is a party to an effective contract or a contract proposed to the bank regarding material interests or that is a director of a person party to a material contract effective or proposed to the bank or that has a material interest towards this person must disclose in writing to the bank its material interest at the moment when it becomes aware or should have become aware of the existence of such a contract.

(2) Any member of the management body or person holding a key function is obliged to present to the bank's council, at least once a year, a written note, in which to sufficiently disclose the conflict of interest. Sufficient disclosure of the conflict of interest is considered to be the indication of the name and address of the associates of the respective persons, essential details about their activities, family interests that confirm that they have material interests in contracts concluded with any person named in the note.

(3) Any member of the management body or person holding a key function who has a material interest in a contract must leave any meeting at which this contract is discussed. At the same time, the presence of the respective persons at the meeting is taken into account when establishing the quorum, and at voting it is considered that they abstained. In case of parity of votes, that of the chairperson of the meeting is considered decisive.

(4) In applying the provisions of para.(1) and (2), the material interest and the conflict of interest are determined in accordance with the provisions of art.84 and 85 of Law no.1134/1997 on joint-stock companies.

(5) If the persons mentioned in para.(1) have not disclosed their conflict of interest:

a) the court may, at the request of the bank, of one or more of its shareholders or of the National Bank of Moldova, suspend the contract for a term established by the former;

b) the National Bank of Moldova may order the bank the supervision measures provided by art.139 and/or apply the sanctions provided at art.141.

(6) Independently of the obligations listed at art.96 para.(5), the member of the management body or the person holding a key function within the bank has the obligation towards the bank in which it carries out its activity and towards the bank's clients to put the interests of the bank and of the clients above its own pecuniary interest.

[Art.98 para.(4) amended by Law no.101 of 28.04.2023, in force 11.05.2023]

Title V

PRUDENTIAL SUPERVISION AND PUBLICATION REQUIREMENTS FOR THE NATIONAL BANK OF MOLDOVA

Chapter 1 PRUDENTIAL SUPERVISION

Article 99.Prudential supervision of banks legal entities from the Republic of Moldova

(1) In order to protect the interests of depositors and ensure the stability and viability of the entire banking system, the National Bank of Moldova ensures the prudential supervision of banks legal entities from the Republic of Moldova, including their branches established in other states, pursuing compliance with the requirements provided by law and by the applicable normative acts, both on an individual basis and on a consolidated basis, as the case may be, in order to prevent and limit the risks specific to banking activity.

(2) For the purpose of para.(1), the provisions of this chapter and those contained in chapter 5 title V regarding the competence of the National Bank of Moldova to order the bank supervision measures apply, accordingly, according to the level of application of prudential requirements provided at art.59.

(3) Banks must provide the National Bank of Moldova with any information necessary for assessing their compliance with the prudential requirements provided by this law and by the normative acts issued in application thereof. The internal control mechanisms and the accounting and administrative procedures of banks must allow verification, at any time, of compliance with prudential requirements.

(4) Banks shall record all transactions and formalize all systems and processes provided for by this law and by the normative acts issued in its application, so that the National Bank of Moldova can verify, at any time, compliance with the respective prudential requirements.

(5) The National Bank of Moldova shall pursue effective communication with each bank, which shall ensure an in-depth knowledge of the bank's activity, organization and internal process for assessing capital adequacy in relation to its risk profile.

(6) The National Bank of Moldova may make recommendations to the bank for the purpose of the latter adopting appropriate measures to improve the governance framework, strategies, processes and mechanisms implemented, to ensure an adequate organization of the activity carried out or to restore or support its financial situation, including in the case of identifying the deterioration of its financial and prudential indicators. The bank must notify the National Bank of Moldova of the measures taken, within the deadlines established by it. Irrespective of the formulation of any recommendations, the National Bank of Moldova may order measures and/or apply sanctions and sanctioning measures, in accordance with this law.

[Art.99 para.(6) amended by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 100. The verification and evaluation process

(1) The National Bank of Moldova shall ensure the verification of the governance framework of the activity, of the strategies, processes and mechanisms implemented by each bank, for compliance with the provisions of this law and of the normative acts issued in its application, and shall carry out its own assessment of the following risks:

a) the risks to which the bank is or may be exposed;

b) the risks to which the bank exposes the financial system, taking into account the systemic risk identified and quantified by the National Bank of Moldova;

c) the risks identified through stress tests, taking into account the nature, scale and complexity of the banks' activities.

(2) The verifications and assessments referred to in para.(1) shall aim at monitoring the fulfillment by banks of all requirements contained in this law and in the normative acts issued in its application.

(3) On the basis of the verification and assessment referred to in para.(1), the National Bank of Moldova shall determine whether the banks are significant from the perspective of size, internal organization and the nature, scale and complexity of the activities carried out and shall determine the extent to which the governance framework of the activity, the strategies, processes and mechanisms implemented by a bank, its own funds held and its liquidity ensure prudent management and adequate coverage of risks in relation to the bank's risk profile.

(4) The National Bank of Moldova shall establish the frequency and degree of detail of the verifications and assessments referred to in para.(1), taking into account the principle of proportionality, respectively having regard to the size, systemic importance, nature, scale and complexity of the activities carried out by each bank. The updating of the verifications and assessments shall be carried out at least once a year for the banks in respect of which a prudential supervision program has been established in accordance with the provisions of art.106.

(5) The National Bank of Moldova shall carry out, as the case may be, at least once a year, prudential stress tests in respect of the banks it supervises, in order to perform the verification and assessment provided for in para.(1)–(4).

Article 101. Technical criteria that the National Bank of Moldova takes into account in the verification and evaluation process

(1) In addition to credit, market and operational risks, the verification and assessment carried out by the National Bank of Moldova in accordance with art.100 shall include at least:

a) the results of the stress test carried out by the banks, in accordance with the normative acts of the National Bank of Moldova, for assessing capital adequacy, applying an approach based on internal rating models;

b) exposure to concentration risk and its management by banks, including in the context of large exposures;

c) the soundness, adequacy and method of application of the policies and procedures implemented by the bank for managing the residual risk associated with the use of recognized credit risk mitigation techniques;

d) exposure to liquidity risk, its measurement and management by the bank, including the development of alternative scenario analyses, the management of risk mitigation factors (in particular the level, composition and quality of liquidity reserves) and effective contingency plans;

e) the impact of diversification effects and how such effects are integrated into the risk measurement system;

f) the results of the stress tests carried out by the bank using an internal model for calculating own funds requirements to cover market risk;

g) the geographical distribution of the bank's exposures;

h) the bank's business model;

i) the assessment of systemic risk in accordance with the criteria provided for in art.100.

(2) The verification and assessment carried out by the National Bank of Moldova shall include the governance framework of the banks' activity. When carrying out the respective verification and assessment, the National Bank of Moldova shall have access at least to the agendas and supporting documents of the management body and its committees, as well as to the results of the internal or external evaluation of the performance of the management body.

(3) In applying para.(1), the elements taken into account in the verification and evaluation process shall be established by normative acts issued by the National Bank of Moldova.

Article 102. Analysis of the use of internal approaches

(1) The National Bank of Moldova regularly verifies, at least once every 3 years, compliance by banks with the requirements relating to internal approaches that require approval before being used for the calculation of own funds requirements, established by the normative acts issued in application of this law. These take into account in particular changes in a bank's activity and the implementation of these approaches in the case of new products.

(2) Where the National Bank of Moldova identifies significant deficiencies with regard to the coverage of risks by a bank's internal approach, it ensures that the respective deficiencies are corrected or takes the appropriate measures to mitigate their consequences, including by imposing higher requirements or by imposing own funds add-ons, or by taking other appropriate and effective measures.

(3) The National Bank of Moldova also verifies and assesses in particular the extent to which, for the purposes of the respective approaches, the bank uses properly developed and updated techniques and practices.

(4) Where, for an internal model for market risk, numerous regulatory breaches by the National Bank of Moldova in this context indicate that the model is not, or is no longer, sufficiently accurate, the National Bank of Moldova withdraws the approval for the use of the internal model or imposes appropriate measures to ensure that the model is improved without delay.

(5) If a bank has received approval to apply an internal approach that requires approval from the National Bank of Moldova before the use of such an approach for the calculation of own funds requirements, in accordance with the provisions of the normative acts of the National Bank of Moldova, but no longer meets the requirements relating to the application of the respective approach, the National Bank of Moldova requests the bank in question either to demonstrate, in a manner that it considers satisfactory, that the effect of non-compliance is insignificant when the approach is applied in accordance with the normative acts of the National Bank of Moldova, or to present a plan for the timely restoration of compliance with the aforementioned requirements and to establish a deadline for its implementation.

(6) For the purposes of paragraph (5), the National Bank of Moldova requests the improvement of the restoration plan if it is unlikely to result in full compliance or if the deadline is inadequate. In the situation where it is unlikely that the bank will be able to restore compliance within an adequate period and, where applicable, has not satisfactorily demonstrated that the effect of non-compliance is insignificant, the National Bank of Moldova revokes the approval to use the approach or imposes a limitation of it to the compliant areas or to those areas for which compliance can be achieved within an adequate period.

Article 103. Application of the supervision process to banks with a similar risk profile

(1) If, in accordance with the provisions of art.100, the National Bank of Moldova determines that banks with a similar risk profile, such as similar business models or similar geographical locations of exposures, are or could be exposed to similar risks or could expose the financial system to similar risks, it may carry out the verification and assessment process mentioned in art.100 in the same manner or in a similar manner.

(2) The types of banks referred to in paragraph (1) are established by the National Bank of Moldova, in particular in accordance with the requirement provided in Art. 101 paragraph (1) letter i).

Article 104. Monitoring of internal approaches for calculating exposure values

(1) Banks that have obtained the approval of the National Bank of Moldova to use internal approaches for calculating the value of risk-weighted exposures or own funds requirements, except for operational risk, shall submit to the National Bank of Moldova the results of the calculations performed by applying the internal approaches for their own exposures or positions included in the benchmark portfolios. Banks shall submit to the National Bank of Moldova the results of their calculations, together with an explanation of the methodologies used to produce these results, with appropriate frequency, at least once a year.

(2) The National Bank of Moldova shall monitor, on the basis of the information submitted by banks in accordance with paragraph (1), the different values of risk-weighted exposures or the different own funds requirements, as applicable, except those related to operational risk, for the exposures or transactions in the benchmark portfolio, which are based on the internal approaches of the respective banks. At least once a year, the National Bank of Moldova shall carry out an assessment of the quality of the respective approaches, paying particular attention to:

a) approaches that show significant differences in terms of own funds requirements for the same exposure;

b) approaches where diversity is particularly high or low, as well as where the underestimation of own funds requirements is significant and systematic.

(3) In the situation where certain banks present significant discrepancies compared to the majority of similar banks or where there are few common elements in the approaches used, which leads to very varied results, the National Bank of Moldova shall investigate the reasons for this and, if it can be clearly established that a bank's approach leads to an underestimation of own funds requirements that cannot be attributed to differences in the risks of the related exposures or positions, shall adopt the necessary corrective measures.

(4) In order to ensure an adequate character of the corrective measures provided for in paragraph (3), the decisions of the National Bank of Moldova regarding the adoption of such measures must respect the principle that the measures must support the objectives of an internal approach and, therefore, must not lead to standardization or preferred methods, create incorrect incentives, or cause a lack of initiative behavior.

Article 105. Monitoring of liquidity risk profiles

(1) The National Bank of Moldova monitors developments related to liquidity risk profiles, such as those concerning the characteristics and volume of a product, risk management, financing policies, and financing concentrations in the manner provided for in Art. 79.

(2) The National Bank of Moldova adopts necessary measures if the developments mentioned in paragraph (1) may lead to instability of the bank at an individual level or to systemic instability.

Article 106. Prudential supervision program

(1) The monitoring of compliance by banks with prudential requirements and other requirements provided for by this law and applicable normative acts is carried out by the National Bank of Moldova based on reports submitted by banks and through controls conducted on banks and their branches in the Republic of Moldova and abroad.

(2) The National Bank of Moldova, at least once a year, adopts a prudential supervision program for the banks it supervises. The program takes into account the review and evaluation process provided for in Art. 100. It includes the following:

a) an indication of how the National Bank of Moldova intends to fulfill its duties and allocate resources;

b) an identification of the banks that are to be subject to enhanced supervision and the measures adopted regarding such supervision, in accordance with paragraph (4);

c) a plan for on-site inspections targeting the premises used by a bank, including its branches and subsidiaries established in another state, based on collaboration agreements concluded by the National Bank of Moldova with the competent authority of that state.

(3) The prudential supervision program includes the following banks:

a) banks for which the results of stress tests or the outcome of the supervision and evaluation process indicate significant risks to their financial soundness or indicate a violation of the provisions of this law or normative acts issued in its application;

b) banks that present a systemic risk to the financial system;

c) any other bank for which the National Bank of Moldova considers this necessary.

(4) When deemed necessary, in accordance with Art. 100, the National Bank of Moldova takes, in particular, the following measures:

a) increasing the number or frequency of on-site inspections targeting the bank;

b) a permanent presence of representatives of the National Bank of Moldova within the bank;

c) additional or more frequent reporting by the bank;

d) additional or more frequent analyses of the bank's operational, strategic, or business plans;

e) thematic controls to monitor specific risks with a higher probability of materialization.

(5) The verifications and evaluations within the controls are carried out by the empowered staff of the National Bank of Moldova, or by audit entities, or by experts appointed by the National Bank of Moldova.

(6) Banks are obliged to allow the staff of the National Bank of Moldova and other persons authorized by it to carry out verification and evaluation, to examine their records, accounts, and operations, and to provide all documents and information related to the conduct of the bank's activity as requested by them.

[Art. 106 para. (1) in new wording, paras. (2), (4), (5) amended by Law no. 174 of 11.07.2024, in force 02.08.2024]

Article 107. Collaboration on supervision

(1) For the prudential supervision of banks that are legal entities of the Republic of Moldova carrying out activity in other states through a branch, the National Bank of Moldova collaborates with the competent authorities of the host states.

(2) For the prudential supervision of banks from another state carrying out activity in the Republic of Moldova through a branch, the National Bank of Moldova collaborates with the competent authorities of the home state and of other states in which the bank carries out activity.

(3) The collaboration provided for in paragraphs (1) and (2) is carried out based on collaboration agreements concluded by the National Bank of Moldova with the competent authorities of the home state. Based on these agreements, with respect to the provisions on professional secrecy in Chapter 3 Title V, the exchange of information regarding the management and shareholders of the bank, information likely to facilitate its supervision and the assessment of compliance with the conditions underlying licensing, as well as the exchange of all information likely to facilitate the verification on a continuous basis of the bank's activity, in particular with regard to liquidity, solvency, the deposit guarantee scheme,

limitation of large exposures, other factors that may influence the systemic risk presented by the bank, administrative and accounting procedures, and internal control mechanisms.

(4) For the verification and/or inspection of the activity of branches established in other states by banks that are legal entities of the Republic of Moldova, the National Bank of Moldova may carry out verifications and/or inspections at their premises in accordance with one of the procedures provided for in Art. 115.

Article 108. Supervision of branches in the Republic of Moldova of banks from other states

(1) The provisions of this chapter regarding the prudential supervision process shall apply accordingly for the performance by the National Bank of Moldova of the supervision of branches in the Republic of Moldova of banks from other states.

(2) For the supervision of the activity of branches in the Republic of Moldova of banks from other states, the National Bank of Moldova shall cooperate with the competent authorities of those states. In this regard, the National Bank of Moldova has the right to conclude cooperation agreements with the competent authority of the home state of the bank. These agreements shall establish at least the conditions under which the exchange of information is carried out, in compliance with the provisions on professional secrecy in chapter 3 title V.

(3) The competent authorities of the home state of a bank that has a branch on the territory of the Republic of Moldova may carry out, themselves or through persons empowered for this purpose, verifications of the information provided for in art.106 para.(5) at the premises of the branch and inspections of such branches, with the consent of the National Bank of Moldova.

Chapter 2 SUPERVISION ON A CONSOLIDATED BASIS

Section 1 Principles for carrying out supervision on a consolidated basis

Article 109. The competent authority responsible for supervision on a consolidated basis of banks

(1) Supervision on a consolidated basis of a bank that is a legal person of the Republic of Moldova shall be exercised by the National Bank of Moldova in the following situations:

a) the bank licensed by the National Bank of Moldova is the parent bank at the level of the Republic of Moldova, which, within the meaning of this chapter, has as a subsidiary a bank/investment firm or a non-bank financial company or when such a bank/investment firm or non-bank financial company is an entity associated with the parent bank and which is not in turn a subsidiary of another bank/investment firm licensed in the Republic of Moldova or of a financial holding company or mixed financial holding companies established in the Republic of Moldova;

b) the bank licensed by the National Bank of Moldova has as a parent undertaking established in the Republic of Moldova or in other states a financial holding company or a mixed financial holding company, without the parent undertaking having other subsidiaries in the Republic of Moldova; or if it has such subsidiary banks in the Republic of Moldova whose total balance sheet assets are lower than the balance sheet assets of the respective bank.

(2) If a financial holding company or a mixed financial holding company has as subsidiaries in the Republic of Moldova at least one bank and one investment firm, supervision on a consolidated basis shall be exercised by the National Bank of Moldova, the prudential requirements on a consolidated basis being applicable to the bank.

Article 110. Coordination of supervisory activities

In addition to the obligations incumbent on the National Bank of Moldova in accordance with this law, it, as consolidating supervisor, shall perform the following duties directly and/or by concluding cooperation agreements:

a) coordinates the collection and dissemination of relevant or essential information in normal situations and in emergency situations;

b) plans and coordinates supervisory activities in normal situations, including with regard to the activities mentioned in this chapter, in cooperation with the competent authorities involved;

c) plans and coordinates supervisory activities, in cooperation with other competent authorities involved, for the purpose of preparing for emergency situations and in emergency situations, including negative developments within banks and/or investment firms or on financial markets, using, where possible, existing communication channels to facilitate crisis management.

Article 111. Cooperation agreements in the field of supervision on a consolidated basis

(1) In order to facilitate and establish effective supervision on a consolidated basis, the National Bank of Moldova may conclude written cooperation agreements with the competent authorities of other states, in compliance with the provisions on professional secrecy in chapter 3 title V.

(2) Within these agreements, the competences for supervision on a consolidated basis shall be allocated among the competent authorities involved, additional tasks may be entrusted to the consolidating supervisor and procedures shall be specified for the decision-making process and for cooperation with other competent authorities in normal situations and in emergency situations.

(3) By way of derogation from art.109 para.(1), through the cooperation agreements, the competences for supervision on a consolidated basis may be delegated to another competent authority involved, taking into account the banks and investment firms and the relative importance of their activities within the group in other states.

(4) The agreements mentioned in para.(1)–(3) shall include provisions regarding the means of exercising supervision on a consolidated basis of banks headquartered in the Republic of Moldova whose parent undertakings are headquartered in another state, as well as of banks headquartered in another state whose parent undertakings, whether banks, financial holding companies or mixed financial holding companies, are headquartered in the Republic of Moldova.

(5) The agreements mentioned in para.(4) seek, in particular, to guarantee that the competent authorities party to the agreement can obtain the information necessary to supervise, on the basis of their consolidated financial statements, the banks, financial holding companies and mixed financial holding companies, which have as subsidiaries banks and/or investment firms or non-bank financial companies located in the states participating in the agreement, or which hold holdings in such entities.

(6) Within the framework of collaboration agreements in the field of supervision on a consolidated basis, the National Bank of Moldova shall make every effort to reach a joint decision with the competent authority involved:

a) regarding the application of Art. 79 and 100 of this law for determining the adequacy of the consolidated level of own funds held at group level with respect to its financial situation and risk profile and the required level of own funds for the application of Art. 139 para. (3) letter a) in the case of each entity within the group on a consolidated basis;

b) regarding measures intended to address any significant issues and findings related to liquidity supervision, including with respect to the adequacy of the organization and treatment of liquidity risk, as provided in Art. 38, and

regarding the need for bank-specific liquidity requirements in accordance with Art. 139 para. (6)–(7).

Article 112. Colleges of Supervisors

(1) The National Bank of Moldova, as consolidating supervisor, may establish colleges of supervisors to facilitate the performance of the tasks referred to in

Art. 110 and 111 and, subject to the confidentiality requirements provided in para. (2) of this Article, to ensure, where appropriate, adequate coordination and collaboration with the relevant competent authorities of other states.

(2) Colleges of supervisors provide, for the National Bank of Moldova and the other competent authorities involved, a framework for the exercise of the following tasks:

a) the exchange of information between the competent authorities involved;

b) agreeing on the voluntary entrustment of tasks and the voluntary delegation of responsibilities, where appropriate;

c) establishing prudential supervision programs, in accordance with Art. 106, based on an assessment of group-related risks, in accordance with Art. 100;

d) increasing the efficiency of supervision by eliminating unnecessary duplication of supervisory requirements, including with respect to requests for information in accordance with Art. 113 para. (4) and in emergency situations;

e) the uniform application of prudential requirements on a consolidated basis for all entities within a group, without prejudice to the rights provided by the respective legislation of the states involved;

f) the application of Art. 110 letter c), taking into account the results of the work of other forums that may be established in this field.

(3) Within the colleges of supervisors, the National Bank of Moldova collaborates closely with the other participating competent authorities. The requirements regarding the preservation of professional secrecy do not prevent the National Bank of Moldova from exchanging information with the other competent authorities within the colleges of supervisors.

(4) The establishment and functioning of colleges of supervisors do not affect the rights and tasks of the National Bank of Moldova in the field of prudential supervision, provided by this law and the normative acts issued in its application.

(5) Colleges of supervisors are established and function on the basis of the written agreements provided in Art. 111 para. (1)–(2), established following consultation of the competent authorities involved by the National Bank of Moldova as consolidating supervisor.

(6) The National Bank of Moldova may participate in colleges of supervisors where it is the competent authority responsible for the supervision of a bank that is a legal person of the Republic of Moldova – a subsidiary of a bank or of an investment firm parent from another state, of a financial holding company parent from another state or of a mixed financial holding company parent from another state, or where the bank from another state has established branches on the territory of the Republic of Moldova.

(7) Where the National Bank of Moldova is the consolidating supervisor, it may invite to participate in colleges of supervisors, as appropriate, the authority that supervises a bank/investment firm that is a legal person of the Republic of Moldova and from another state – subsidiaries of the parent bank from the Republic of Moldova, of a financial holding company parent from the Republic of Moldova or of a mixed financial holding company parent from the Republic of Moldova, as well as the competent authorities from other states where branches of the bank from the Republic of Moldova are established, at their request.

(8) The National Bank of Moldova, as consolidating supervisor, shall chair the meetings of the college of supervisors and shall decide which competent authorities

participate in the meeting or activity of the college. The National Bank of Moldova shall inform in advance and fully all members of the college regarding the organization of such a meeting, the main aspects to be discussed, as well as regarding the activities carried out.

(9) The decision of the National Bank of Moldova taken in accordance with the provisions of para. (8) must take into account the importance of the supervisory activity to be planned or coordinated for these authorities.

(10) The National Bank of Moldova, as consolidating supervisor, shall inform fully and in advance all members of the college regarding the organization of meetings, the main aspects to be discussed and the activities to be analyzed. Likewise, the National Bank of Moldova shall inform fully and in a timely manner all members of the college regarding the measures and actions undertaken within the respective meetings.

Article 113. Cooperation Obligations

(1) The National Bank of Moldova cooperates closely with the other competent authorities. In this regard, for the exercise of the supervision tasks on an individual and/or consolidated basis of the respective authorities and of the National Bank of Moldova, all relevant information is provided, upon request, in accordance with the cooperation agreements between the competent authorities.

(2) The information provided for in paragraph (1) is considered essential if it can significantly influence the assessment of the financial stability of a bank/investment firm or of a non-bank financial company from another state.

(3) The essential information referred to in paragraph (2) includes, in particular, the following elements:

a) identification of the legal, governance and organisational structure of the group, including all entities between which there are close links, respectively the regulated and unregulated entities and the unregulated subsidiaries within the group, as well as the parent undertakings, with the application of the provisions of Art. 12 paragraph (6), Art. 38 and Art. 59 paragraphs (2)–(4), as well as the competent authorities of the regulated entities in the group;

b) the procedures for collecting information from the banks/investment firms in the group and for verifying this information;

c) unfavourable developments within the banks or within other entities in the group, which could significantly affect the banks/investment firms within the group;

d) the main sanctions and exceptional measures taken by the competent authorities, including those consisting in imposing an additional own funds requirement, as well as in imposing any limitation in the use of the advanced assessment approach for calculating own funds requirements for covering operational risk.

(4) The National Bank of Moldova, as the competent authority responsible for the supervision of a bank legal person from the Republic of Moldova, controlled by a bank at the level of another state or an investment firm-parent at the level of the Republic of Moldova or of another state, contacts, whenever possible, the consolidating supervisor if it needs information regarding the implementation of the approaches and methodologies provided for in this law and in the normative acts issued in application thereof, information which the respective authority might already hold.

(5) In the cases provided for by the cooperation agreements, the National Bank of Moldova" consults with the other authorities responsible for supervision on an individual and/or consolidated basis of the banks before taking a decision which is important for the exercise of the supervisory tasks of the respective competent authorities.

The consultation takes into account the following elements:

a) changes in the shareholder structure, in the organisational, administration and management structure of the banks in a group, which require approval or authorisation from the National Bank of Moldova;

b) the main sanctions and exceptional measures to be taken by the National Bank of Moldova, including those consisting in imposing, according to Art. 139, an additional own funds requirement, as well as in imposing any limitation in the use of the advanced assessment approach for calculating own funds requirements for covering operational risk.

(6) When applying the provisions of paragraph (5) letter b), the consolidating supervisor is consulted in the cases provided for by the cooperation agreements.

(7) The National Bank of Moldova may decide not to consult the other authorities in cases of urgency or if such consultation could jeopardise the effectiveness of the decisions. In this case, the National Bank of Moldova informs without delay the other competent authorities about the decisions taken.

[Art. 113 paragraph (5) amended, paragraph (6) in a new wording according to Law No. 174 of 11.07.2024, in force 02.08.2024]

Article 114. Collaboration between competent authorities from the Republic of Moldova

(1) In order to establish the basis for and to facilitate effective supervision at the national level of banks and investment firms, the National Bank of Moldova and the National Commission of the Financial Market conclude written coordination and cooperation agreements, which may provide for additional tasks in the charge of the National Bank of Moldova or of the National Commission of the Financial Market, as consolidating supervisor, and may include procedures regarding the decision-making process.

(2) For the exercise of their supervisory tasks on an individual and/or consolidated basis within the meaning of the provisions of this law and of the normative acts issued in application thereof, the National Bank of Moldova and the National Commission of the Financial Market provide each other, upon request, all relevant information and, ex officio, all essential information. The provisions of Art. 113 apply accordingly.

Article 115. Verification of information regarding entities from other states

(1) If, in applying the provisions of this law and of the normative acts issued in application thereof, the National Bank of Moldova wishes, in certain cases, to verify the information regarding a bank, an investment firm, a financial holding company, a mixed financial holding company, a non-bank financial company, an auxiliary services undertaking, a mixed activity holding company, a subsidiary of the type provided for in Art. 124 or a subsidiary of the type provided for in Art. 117 paragraph (3), located in another state, it requests the competent authorities from the respective state to carry out the verification.

(2) The verification provided for in paragraph (1) may be carried out either by the competent authority from the respective state or, with its consent, by the National Bank of Moldova. The National Bank of Moldova may carry out the verification directly or through a financial auditor or an expert empowered for this purpose.

(3) When the verification is not carried out by the National Bank of Moldova itself, it may participate in the verification carried out by the competent authority from the respective state.

(4) If the National Bank of Moldova receives a request concerning the verification, for specific aspects, of information regarding the entities provided for in paragraph (1), located in the Republic of Moldova, it shall, within the limits of its competences, either carry out the verification directly or allow the requesting competent authority or an authorized financial auditor or expert to carry out the verification. Requesting competent authority

may, if it does not carry out the verification itself, participate in the verification carried out by the National Bank of Moldova.

Article 116. Application of prudential requirements on a consolidated basis The National Bank of Moldova shall establish by normative acts the consolidation perimeter, including the cases in which certain entities of the group will not be included in this perimeter, the prudential requirements provided for in Title III, which must be complied with on a consolidated basis, the exceptions and derogations from the application of these requirements, the consolidation methods, the information to be provided for the purpose of carrying out supervision on a consolidated basis.

Section 2 Financial holding companies, mixed financial holding companies and mixed activity holding companies

Article 117. Inclusion of holding companies in supervision on a consolidated basis

(1) Financial holding companies and mixed financial holding companies are included in supervision on a consolidated basis.

(2) If a subsidiary bank, a legal entity from the Republic of Moldova, is not included in the scope of supervision on a consolidated basis exercised by a competent authority from another state, the National Bank of Moldova may request from the parent undertaking information that may facilitate the supervision of that bank.

(3) If a bank or an investment firm subsidiary from another state is not included in the supervision on a consolidated basis of a bank, a legal entity from the Republic of Moldova, the parent bank at the level of the Republic of Moldova, the parent financial holding company at the level of the Republic of Moldova or the parent mixed financial holding company at the level of the Republic of Moldova, as the case may be, must provide information that may facilitate the supervision of the subsidiary bank or investment firm, at the request of the competent authorities of that state.

(4) The National Bank of Moldova, as the competent authority responsible for supervision on a consolidated basis, may request from the subsidiaries of a bank, of a financial holding company or of a mixed financial holding company, which are not included in the scope of prudential consolidation, information of the nature provided for in Art. 120. In this case, the procedures for the transmission and verification of information provided for in Art. 120 shall apply.

Article 118. Supervision of mixed financial holding companies

(1) If a mixed financial holding company, a legal entity from the Republic of Moldova, is subject to both the provisions of this law and similar provisions of the legislation on supplementary supervision of banks, insurers/reinsurers and investment firms belonging to a financial conglomerate, the National Bank of Moldova, if it is the consolidating supervisor, may apply to this mixed financial holding company only the provisions of the legislation on supplementary supervision of banks, insurers/reinsurers and investment firms belonging to a financial conglomerate, after consulting the other competent authorities responsible for the supervision of the subsidiaries of the mixed financial holding company.

(2) If a mixed financial holding company, a legal entity from the Republic of Moldova, is subject to both the provisions of this law and similar provisions of Law No. 407/2006 on insurance, in particular the provisions regarding the supervision of compliance with prudential requirements, the National Bank of Moldova, if it is the consolidating supervisor, may, by mutual agreement with the supervisory authority of the group in the insurance sector, apply to the mixed financial holding company only the provisions of this law regarding the significant financial sector, identified

according to the provisions of the legislation on supplementary supervision of banks, insurers/reinsurers and investment firms belonging to a financial conglomerate.

Article 119. Qualification of directors

(1) The administration and/or management of the activity of a financial holding company or of a mixed financial holding company, legal entities from the Republic of Moldova, must be ensured by at least 3 persons. The members of the management body of a financial holding company or of a mixed financial holding company must have a sufficiently good reputation and the knowledge, skills and experience necessary, as provided for in Art. 43, to exercise these duties, taking into account the specific role of a financial holding company or of a mixed financial holding company.

(2) Financial holding companies and mixed financial holding companies, provided for in paragraph (1), must notify the National Bank of Moldova, as the competent authority responsible for supervision on a consolidated basis, regarding the appointment to office of the persons provided for in paragraph (1), under the conditions established by the normative acts issued in application of this law.

(3) The National Bank of Moldova shall permanently monitor compliance with the requirements of paragraphs (1) and (2), ordering the necessary measures or sanctions in case of non-compliance with them, provided for in Art. 124.

Article 120. Requests for information and inspections

(1) If the parent undertaking of one or more banks that are legal entities of the Republic of Moldova is a mixed-activity holding company, the National Bank of Moldova shall request from the mixed-activity holding company and its subsidiaries, including where they are located in the territory of another state, directly or through subsidiary banks, any information that could be relevant for the purpose of supervising the banks that are legal entities of the Republic of Moldova – subsidiaries of the mixed-activity holding company.

(2) A mixed-activity holding company that is a legal entity of the Republic of Moldova and its subsidiaries that are legal entities of the Republic of Moldova must provide information of the nature referred to in paragraph (1), both at the request of the National Bank of Moldova, as the authority responsible for the licensing and supervision of a bank that is a legal entity of the Republic of Moldova – a subsidiary of the mixed-activity holding company, and at the request of the authority responsible for the licensing and supervision of a bank from another state – a subsidiary of the mixed-activity holding company.

(3) The National Bank of Moldova may carry out inspections to verify the information provided by mixed-activity holding companies and their subsidiaries, through the staff of the National Bank of Moldova authorized for this purpose, or through audit entities or experts appointed by the National Bank of Moldova.

(4) If the mixed-activity holding company or one of its subsidiaries is an insurer, the procedure provided for in Art. 123 may also be used. If the mixed-activity holding company or one of its subsidiaries is headquartered in another state, the verification of information shall be carried out in accordance with the procedure provided for in Art. 115.

Article 121. Intragroup transactions with mixed-activity holding companies Without prejudice to the provisions relating to large exposures in this law and in the normative acts of the National Bank of Moldova, if the parent undertaking of one or more banks that are legal entities of the Republic of Moldova is a mixed-activity holding company, the National Bank of Moldova shall exercise general supervision of transactions between the respective banks, on the one hand, and the mixed-activity holding

company and its subsidiaries, on the other hand, under the conditions established by the normative acts issued in application of this law.

Article 122. Measures to facilitate the supervision on a consolidated basis of holding companies

(1) The entities included in the scope of prudential consolidation, the mixed-activity holding companies and their subsidiaries or the subsidiaries provided for in Art. 117 paragraph (4)

must communicate to each other any information that could be relevant for the purposes of supervision on an individual basis and/or on a consolidated basis.

(2) If the parent undertaking and any of its subsidiaries, a bank or an investment firm, are located in different states, and at least one is a bank that is a legal entity of the Republic of Moldova, the National Bank of Moldova shall communicate, under conditions of reciprocity, to the competent authorities of the other states all relevant information that may allow or facilitate the exercise of supervision on a consolidated basis.

(3) If the parent undertaking is headquartered in the territory of another state, and the National Bank of Moldova exercises supervision on a consolidated basis, it may request the competent authority of that state to request from the parent undertaking any information that could be relevant for the purposes of supervision on a consolidated basis and to transmit it to the National Bank of Moldova.

(4) The collection and holding of information in accordance with the provisions of paragraph (3) shall not in any way imply an obligation for the National Bank of Moldova to exercise a role of supervision on an individual basis of financial holding companies, mixed financial holding companies, non-banking financial companies or auxiliary services companies.

(5) The National Bank of Moldova shall communicate to the competent authorities of the other states, under conditions of reciprocity, the information provided for in Art. 120 paragraph (1).

(6) The collection and holding of information in accordance with paragraph (5) shall not in any way imply an obligation for the National Bank of Moldova to exercise a role of supervision on an individual basis of mixed-activity holding companies, of their subsidiaries that are not banks or of the subsidiaries provided for in Art. 117 paragraph (4).

Article 123. Cooperation with the supervisory authorities of insurers and investment services providers

(1) If a bank, a financial holding company, a mixed financial holding company or a mixed-activity holding company controls one or more subsidiaries, which are insurers or other entities that provide financial investment services, which are subject to licensing, the National Bank of Moldova shall cooperate with the National Commission of the Financial Market, as well as with the authorities of other states responsible for the supervision of insurers or other entities that provide financial investment services. Without prejudice to the responsibilities of the National Bank of Moldova, it shall provide to the other aforementioned authorities any information that would facilitate the performance of their duties and that would allow the supervision of the activity and overall financial situation of the entities they supervise.

(2) The information received by the National Bank of Moldova within the framework of supervision on a consolidated basis, as well as any exchange of information in which it participates, in accordance with this law, shall be subject to the obligation to maintain professional secrecy in accordance with the provisions of Chapter 3 Title V.

(3) The National Bank of Moldova, as the competent authority responsible for supervision on a consolidated basis, shall draw up lists comprising financial holding companies parent at the level of the Republic of Moldova and mixed financial holding companies parent at the level of the Republic of Moldova and shall publish them on its official website.

Article 124. Measures and sanctions applicable to holding companies

(1) If a financial holding company, a mixed financial holding company, a mixed activity holding company or the members of their management body do not comply with the provisions of Art. 138 – 147 and of the normative acts or measures adopted in application of this law, the National Bank of Moldova, as the competent authority responsible for supervision on a consolidated basis, may order, with regard to that company, the following measures, provided for in letters a)–c), or sanctions, provided for in letters d)–g):

a) concluding an agreement with the members of the management which includes a recovery measures programme;

b) requesting information from the audit entity;

c) ordering the replacement of the audit entity by the company;

d) written warning;

e) ordering the replacement, by the financial holding company, the mixed financial holding company or the mixed activity holding company, as the case may be, of the members of the company's management body;

f) a fine applied to the company, equal to the amount provided for in Art. 141 para. (1) letter c);

g) a fine applied to the members of the company's management body, equal to the amount provided for in Art. 141 para. (1) letter e).

(2) The provisions of Art. 142 and 146 shall apply accordingly.

Article 125. Assessment of the equivalence of supervision on a consolidated basis from other states

(1) If a bank whose parent undertaking is a bank or an investment firm or a financial holding company or a mixed financial holding company having its registered office in another state is not subject to supervision on a consolidated basis under Art. 113, the National Bank of Moldova shall assess whether that bank is subject to supervision on a consolidated basis by a supervisory authority from another state, equivalent to the supervision regulated by the principles provided for in this law and the requirements of the normative acts issued in application of this law.

(2) The assessment shall be carried out at the request of the parent undertaking or of any regulated entity licensed in another state, by the National Bank of Moldova, if, according to the provisions of Art. 113, it would be the competent authority responsible for supervision on a consolidated basis. The National Bank of Moldova shall consult with the other competent authorities involved.

(3) For the purpose of carrying out the assessment according to the provisions of para. (1), the National Bank of Moldova shall take into account the principles of supervision on a consolidated basis exercised by the competent authority from another state over banks and the supervision principles provided for in this law.

(4) In the absence of equivalent supervision according to para. (2)–(3), the provisions relating to supervision on a consolidated basis contained in this law and in the normative acts issued in application thereof shall apply, by analogy, to the bank provided for in para. (1)

or the National Bank of Moldova may apply other appropriate supervision techniques to achieve the objectives of supervision on a consolidated basis of the bank.

(5) The National Bank of Moldova, in the situation where it would be the competent authority responsible for supervision on a consolidated basis, shall decide on the application of the alternative supervision techniques provided for in para. (4), after consulting with the other competent authorities involved.

(6) In the situation provided for in para. (5), the National Bank of Moldova may require the establishment of a financial holding company or of a mixed financial holding company having its registered office on the territory of the Republic of Moldova and shall apply the provisions relating to

supervision on a consolidated basis to the consolidated situation of the respective financial holding company or mixed financial holding company.

(7) The supervision techniques must allow the achievement of the objectives of supervision on a consolidated basis according to this law and according to the normative acts issued in application thereof.

Chapter 3 EXCHANGE OF INFORMATION WITH OTHER COMPETENT AUTHORITIES AND ENSURING CONFIDENTIALITY IN THE PROCESS OF EXERCISING SUPERVISORY ATTRIBUTIONS

Article 126. Professional secrecy of the National Bank of Moldova

(1) The members of the management bodies and the employees of the National Bank of Moldova, as well as the employees of audit entities or experts appointed by the National Bank of Moldova to carry out verifications, according to the provisions of Art. 106 para. (5), shall be obliged to preserve professional secrecy regarding any confidential information they become aware of in the course of exercising their duties in application of this law. The members of the management bodies and the employees of the National Bank of Moldova shall be obliged to preserve professional secrecy also after the termination of their activity within the bank.

(2) The persons provided for in para. (1) may not disclose confidential information to any person or authority, except for providing such information in summary or aggregated form, so that the bank or other person to which the confidential information refers cannot be identified.

(3) If a bank has been or is subject to forced liquidation, confidential information that does not refer to third parties involved in actions related to the liquidation of the bank may be disclosed in civil proceedings.

(4) The publication by the National Bank of Moldova of the results of stress tests in accordance with Art. 100 para. (5) does not constitute a breach of the obligation mentioned in para. (1).

(5) The provisions of para. (1)–(3) do not in any way affect the provisions of the legislation according to which the disclosure of confidential information may be imposed in certain situations.

(6) For the purposes of this chapter, confidential information means any information constituting a banking, commercial, tax and other secret protected by law, as well as information created by the National Bank of Moldova for the purpose of or in connection with the exercise of its duties, the disclosure of which could harm the interest or prestige of the person to whom it refers.

[Art.126 para.(1),(2) amended, para.(7) repealed by Law no.174 of 11.07.2024, in force 02.08.2024]

Article 127. Use of confidential information

(1) By derogation from art.36 of Law no.548/1995, the National Bank of Moldova may use the information received in accordance with art.126 only in the exercise of its duties of supervision of banks and only in the following situations:

a) examination of the fulfilment of the conditions for licensing banks, as well as facilitating supervision, on an individual and/or consolidated basis, of the conditions for conducting the activity of banks, in particular with regard to liquidity, solvency, large exposures, administrative and accounting procedures and internal control mechanisms;

b) application of sanctions;

c) contestation of acts issued by the National Bank of Moldova;

d) in the context of judicial proceedings initiated against a decision of the National Bank of Moldova or against the provisions of other laws applicable to banks.

(2) The provisions of art.36 of Law no.548/1995 regarding the National Bank of Moldova do not apply in the case of the exchange of information and the obligation to preserve

professional secrecy in the exercise of prudential supervision competences, in accordance with this law, by the National Bank of Moldova.

Article 128. Cooperation agreements

(1) The National Bank of Moldova may conclude cooperation agreements regarding the exchange of information with the competent authorities of other states or with other authorities or bodies of other states provided for in art.129 and art.130, under the conditions in which the information provided is subject to requirements of preservation of professional secrecy at least equivalent to those provided for in art.126. The exchange of information must be circumscribed to the purpose of fulfilling the supervision duties of the authorities or bodies mentioned.

(2) In the case in which the information received by the National Bank of Moldova originates from another state, it shall be disclosed only with the express consent of the authorities that transmitted it, and in some cases, only for the purposes for which the authorities in question gave their consent.

Article 129. Exchange of information with other competent authorities and entities

(1) In the exercise of supervision duties, the provisions of art.126 and 127 do not prevent the exchange of information between the National Bank of Moldova and the competent authorities of the Republic of Moldova or of other states or between the National Bank of Moldova and the following entities of the Republic of Moldova or of other states:

a) the authorities responsible for the supervision of other entities in the financial sector and the authorities responsible for the supervision of financial markets;

b) the authorities or bodies responsible for maintaining the stability of the financial system, through the use of macroprudential regulations/instruments;

c) the bodies or authorities empowered to apply safeguard measures aimed at protecting the stability of the financial system;

d) contractual or institutional protection systems consisting of an agreement for the contractual or legal establishment of responsibilities that protect banks and ensure them, in particular, liquidity and solvency in order to avoid bankruptcy, where necessary for banks;

e) the bodies involved in the bankruptcy and liquidation of the bank, as well as in other similar procedures;

f) the audit entities of banks, investment firms, insurers, as well as of other non-bank financial companies.

(2) For the purposes of para.(1) letter c), safeguard measures are measures intended to maintain or restore the financial situation of a bank and which could affect the pre-existing rights of third parties, including measures involving the possibility of a suspension of payments, enforcement measures or a reduction of claims; these measures include the application of resolution tools and the exercise of resolution powers.

(3) The provisions of art.126 and 127 do not prevent the provision to the bodies that administer deposit guarantee schemes or investor compensation schemes of the information necessary for the exercise of their functions.

(4) The information received by the authorities, bodies and audit entities of the Republic of Moldova in accordance with the provisions of para.(1) is subject to the requirements regarding professional secrecy provided for in art.126.

(5) The National Bank of Moldova shall exchange information with the authorities, bodies and audit entities of other states, in accordance with the provisions of para.(1), only if the information received by the respective authorities, bodies or audit entities is subject to requirements of preservation of professional secrecy at least equivalent to those provided for in

art.126.

[Art.129 title in the wording of Law no.174 of 11.07.2024, in force 02.08.2024]

Article 130. Exchange of information with other authorities

(1) Without prejudice to the provisions of art.126–128, the National Bank of Moldova may exchange information with authorities of the Republic of Moldova or of other states, responsible for monitoring:

a) the bodies involved in the bankruptcy and liquidation of banks, as well as in other similar procedures;

b) contractual or institutional protection systems, as provided for in art.129 para.(1) letter d);

c) the audit entities of banks, investment firms, insurers, as well as of other non-bank financial companies.

(2) The exchange of information provided for in para.(1) shall be carried out in compliance with the following conditions:

a) the information must be intended for the fulfilment of the monitoring duties provided for in para.(1);

b) the information received by the authorities provided for in paragraph (1), from the Republic of Moldova or from other states, is subject to requirements of maintaining professional secrecy, provided for by national legislation, at least equivalent to those provided for in Art. 126;

c) if the information comes from another state, it is not disclosed without the express consent of the competent authority that supplied it, and in some cases, only for the purposes for which the authority in question gave its consent.

(3) Without prejudice to the provisions of Art. 126–128, for the purpose of strengthening the stability and integrity of the financial system, the National Bank of Moldova may exchange information with authorities or bodies from the Republic of Moldova or from other states responsible, under the law, for detecting and investigating violations of legislation on joint-stock companies and/or on preventing and combating money laundering and terrorist financing.

(4) The exchange of information provided for in paragraph (3) is carried out subject to the following conditions:

a) the respective information is exchanged for the purpose of fulfilling the tasks of detecting and investigating violations of commercial companies law;

b) the information received by the authorities or bodies, provided for in paragraph (3), from the Republic of Moldova or from other states is subject to requirements of maintaining professional secrecy, provided for by national legislation, at least equivalent to those provided for in

Art. 126;

c) if the information comes from another state, it is not disclosed without the express consent of the competent authority that supplied it, and in some cases, only for the purposes for which the authority in question gave its consent.

(5) The authorities or bodies from the Republic of Moldova having the competences provided for in paragraph (3) may exchange information with the competent authorities from other states, subject to the conditions provided for in paragraph (4), including in the situation where these authorities or bodies carry out the detection and investigation activity with the help of persons specifically designated for this purpose, who are not public officials.

(6) The authorities or bodies from the Republic of Moldova, provided for in paragraph (3)

communicate to the competent authorities that supply them with information the names and precisely determined responsibilities of the persons to whom the respective information is transmitted.

Article 131. Transmission of information relevant from a monetary aspect, deposit protection, systemic risk or payment supervision

(1) The provisions of this chapter do not prevent the National Bank of Moldova, as competent authority, from transmitting to the authorities and bodies below the information intended for the fulfillment of their duties:

a) central banks of other states and other bodies with similar functions, as monetary authorities, if this information is relevant for the exercise of their statutory duties, including the coordination of monetary policy and the provision of liquidity, the supervision of payment systems, clearing and settlement systems and maintaining the stability of the financial system;

b) contractual or institutional protection schemes, as provided for in Art. 129 paragraph (1) letter d);

c) other public authorities responsible for the supervision of payment systems, if applicable;

d) authorities responsible for financial stability and systemic risk.

(2) The provisions of this chapter do not prevent the authorities or bodies mentioned in paragraph (1) from communicating to the National Bank of Moldova the information to the extent that it is necessary to it in the situations provided for in Art. 127.

(3) The information received by the National Bank of Moldova in accordance with paragraph (2) is subject to the requirements provided for in Art. 126 regarding professional secrecy.

(4) The information supplied by the National Bank of Moldova in accordance with paragraph (1)

must be subject to requirements of maintaining professional secrecy, provided for by national legislation, at least equivalent to those in Art. 126.

Article 132. Transmission of information to other entities

(1) The National Bank of Moldova may provide certain information regarding the prudential supervision of banks to the parliamentary inquiry commissions, the Court of Accounts and other institutions from the Republic of Moldova with inquiry competences under the following conditions:

a) these institutions have a special legal mandate to investigate or examine the activity of the National Bank of Moldova of prudential supervision and regulation of banks;

b) the information is strictly necessary for the fulfillment of the mandate provided for in letter a);

c) the persons who have access to information are subject to requirements of maintaining professional secrecy, provided for by national legislation, at least equivalent to those in

Art. 126;

d) if the information comes from competent authorities and institutions from another state, it is not disclosed without the express consent of the respective authorities and institutions that transmitted it, except for the purposes for which the respective authorities and institutions gave their consent.

(2) To the extent that the provision of information according to paragraph (1) involves the processing of personal data, the provisions of Law No. 133/2011 on the protection of personal data must be respected.

Article 133. Disclosure of information obtained during controls In the situations provided for in Art. 132, the information received by the National Bank of Moldova according to Art. 130 and that obtained as a result of verifications within the controls carried out under the conditions of Art. 108 shall not be disclosed by it without the express consent of the competent authority from which the information was received, respectively of the competent authority from another state in which such a verification was carried out within the controls.

[Art. 133 amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

Article 134. Disclosure of information regarding clearing and settlement services

(1) The provisions of this chapter do not prevent the National Bank of Moldova from providing the information referred to in the provisions of art.126–128 to clearing and settlement systems or other similar structures established, in accordance with the provisions of the law, in order to ensure clearing and settlement services for any market in the Republic of

Moldova, if it considers it necessary to communicate this information for the purpose of ensuring the proper functioning of those structures, taking into account the risks that market participants may fail to meet their payment obligations.

(2) The information received in accordance with the provisions of para.(1) is subject to requirements regarding professional secrecy provided by national legislation, at least equivalent to those provided in art.126.

(3) In the situations provided in para.(1), the information received from other competent authorities in accordance with this chapter shall not be disclosed by the National Bank of Moldova without the express consent of the competent authority that provided the respective information.

Article 135. Processing of personal data The processing of personal data within the meaning of this law is carried out in accordance with the provisions of Law no.133/2011 on the protection of personal data.

Chapter 4 PUBLICATION REQUIREMENTS FOR THE NATIONAL BANK OF MOLDOVA

Article 136. General requirements regarding publication

(1) The National Bank of Moldova publishes the following information:

a) the texts of laws and normative acts adopted in the field of prudential supervision of banks, as well as the recommendations issued in their application;

b) the general criteria and methodologies used to analyse the framework for the administration of the activity, strategies, processes and mechanisms implemented by banks in order to comply with the provisions of this law and of the normative acts issued in its application and to assess the risks to which banks are or may be exposed;

c) without prejudice to the provisions regarding professional secrecy, aggregated statistical data on the main aspects of the application of the legal and regulatory framework in the prudential field, including the number and nature of supervisory measures in accordance with

art.139 para.(1) letter a) imposed on banks that do not meet the requirements of this law and of the normative acts issued in its application, as well as of the sanctions and sanctioning measures applied in accordance with the provisions of art.141;

d) the list of persons exercising management functions in banks and in branches of foreign banks.

(2) The information mentioned in para.(1) is published and is accessible on the official web page of the National Bank of Moldova and is updated periodically.

Article 137. Specific publication requirements The National Bank of Moldova publishes the following information regarding the treatment of exposures to transferred credit risk provided by the normative acts issued in the application of this law:

a) the general criteria and methodologies adopted to verify compliance with the requirements established by the respective normative acts;

b) without prejudice to the provisions regarding professional secrecy, a brief description of the result of the prudential verifications and a description of the measures applied in cases of non-compliance by banks with the requirements provided in letter a).

Chapter 5 SUPERVISORY MEASURES, SANCTIONS AND OTHER SANCTIONING MEASURES

Article 138. Supervisory and sanctioning competences

(1) In the exercise of its functions, the National Bank of Moldova has the competence to order, with respect to a bank, with respect to its shareholders, with respect to the members of the management body of

the bank, with respect to the persons holding key functions within the bank, who violate the provisions of this law, of the normative acts or of other acts issued in its application, relating to supervision or to the conditions for carrying out the activity, measures in accordance with the provisions of art.139 and/or to apply sanctions and sanctioning measures in accordance with the provisions of art.141.

(2) The National Bank of Moldova exercises its competences of supervision and of applying measures, sanctions and sanctioning measures, in accordance with the provisions of this law, in any of the following ways:

a) directly;

b) in collaboration with other authorities;

c) by notifying the competent judicial authorities.

(3) The National Bank of Moldova has the competence to collect all necessary information and to carry out all necessary investigations in the exercise of its functions.

(4) Without prejudice to the provisions of this law and of the normative acts issued in its application, the competence provided in para.(3) includes:

a) the competence to request the provision of all necessary information from any natural or legal person provided in para.(5), for the fulfilment of the duties incumbent on the National Bank of Moldova, including the information that must be provided, for supervisory purposes and for statistical purposes, at regular intervals and in the specified formats;

b) the competence to carry out all necessary investigations for the fulfilment of the duties incumbent on the National Bank of Moldova in relation to any natural or legal person provided in para.(5);

c) the competence to carry out all necessary inspections at the premises of the legal persons mentioned in para.(5) and at the premises of any other company included in the consolidated supervision for which the National Bank of Moldova is the consolidating supervisor, subject to the prior agreement of the competent authorities involved.

(5) For the purposes of the provisions of para.(4), the following are subject to the obligation to provide information:

a) banks headquartered in the Republic of Moldova and branches of foreign banks;

b) financial holding companies headquartered in the Republic of Moldova;

c) mixed financial holding companies headquartered in the Republic of Moldova;

d) mixed activity financial holding companies headquartered in the Republic of Moldova;

e) natural persons who are affiliated persons of the companies referred to in letters a)–d);

f) third parties to whom the companies referred to in letters a)–d) have outsourced certain operational functions or activities.

(6) The competence provided for in paragraph (4) letter b) includes the right:

a) to request the submission of documents;

b) to examine the records and registers of the persons referred to in paragraph (5) and to take photocopies or extracts of these records and registers;

c) to obtain written or verbal explanations from any person provided for in paragraph (5)

or from its representatives or staff;

d) to interview any other person, with their consent, for the purpose of collecting information related to the subject of an investigation;

e) to have access to information systems and to request the submission of information from the related databases.

Article 139. Supervisory measures

(1) The National Bank of Moldova shall instruct a bank to undertake, at an early stage, the necessary measures to remedy deficiencies if it is in the following situations:

a) the bank does not comply with the requirements provided for by this law and the normative acts issued for its application, by the laws on preventing and combating money laundering and terrorist financing and the normative acts issued for their application, as well as by

the bank's statute and the bank's internal regulations approved for the application of this law and the normative acts issued for its application;

b) the National Bank of Moldova has indications that in the next 12 months the bank is likely not to comply with the provisions of this law or of the normative acts issued in its application;

c) the continuity of activity and/or information security may be affected by the risks identified by the National Bank of Moldova.

(2) In applying the provisions of paragraph (1), the competences of the National Bank of Moldova include those mentioned in paragraphs (3)–(6) and paragraph (8).

(3) For the purposes of the provisions of paragraphs (1) and (2) of this article and of Art. 100,

Art. 102 paragraph (6) and Art. 103 and for ensuring the application of the prudential requirements provided for in the normative acts issued in the application of this law, the National Bank of Moldova may instruct the bank, without being limited to these, the following supervisory measures:

a) to oblige the bank to have own funds at a level higher than that of the own funds requirements provided for in Art. 60 and in the normative acts issued in its application, to cover credit risk, market risk, operational risk and settlement risk, as well as risks not provided for in Art. 60;

b) to request the bank to improve the framework for managing the activity, the strategies, processes and mechanisms implemented in order to comply with this law and the normative acts issued in its application;

c) to request the bank to apply a specific policy for the formation of provisions or a specific treatment of assets from the perspective of own funds requirements;

d) to restrict or limit the activity, operations or territorial network, including by withdrawing the approval granted for the establishment of branches abroad, or to request the cessation of activities that involve excessive risks to the bank's soundness;

e) to request the bank to reduce the risks related to its activities, products and/or systems;

f) to instruct the bank to limit the variable component of remuneration to a percentage of total net revenues if its level is not consistent with maintaining a sound capital base;

g) to instruct the bank to use net profits to strengthen own funds;

h) to instruct the bank to make a prudential value adjustment of assets and contingent liabilities;

i) to instruct the bank to limit qualifying holdings in non-bank financial companies or in non-financial companies;

j) to instruct the bank to submit a plan to restore compliance with the supervisory requirements provided for by this law, as well as by the normative acts issued in its application, which shall detail the measures and actions to be undertaken in this regard and which shall establish the deadline for implementing those measures and actions, as well as the subsequent improvements made to the restoration plan with regard to the scope of application and the implementation deadline;

k) to limit or prohibit the distribution by the bank of profit to shareholders and/or the payment of interest to holders of additional tier 1 own funds instruments, if the prohibition does not represent a case of non-payment for the bank;

l) to impose on the bank additional reporting requirements or requirements with a higher frequency, including reporting of capital or liquidity positions;

m) to impose on the bank specific liquidity requirements, including restrictions with regard to mismatches between the maturities of the bank's assets and liabilities;

n) to instruct the deduction from own funds of net excesses over the limits established by the National Bank of Moldova with regard to exposures to affiliated persons

of the bank. The method of calculating and deducting the amounts of excesses shall be established by the normative acts issued in the application of this law;

o) to instruct the bank to publish additional information;

p) to instruct the bank to reduce the risks related to information security.

(4) The supervisory measure provided for in paragraph (3) letter a) shall be instructed by the National Bank of Moldova with regard to a bank at least in the following situations:

a) the bank does not meet the requirements regarding internal capital and the framework for managing the activity provided for in this law and/or the normative acts issued in its application;

b) the risks or risk elements are not covered by the own funds requirements, including those related to the capital buffers provided for in this law and/or in the normative acts issued in its application;

c) the exclusive application of other measures is not likely to lead to a satisfactory and timely improvement of the governance framework, strategies, processes and mechanisms implemented by the bank;

d) the review carried out in accordance with Art. 100, which takes into account the examination of the value adjustments made and the provisions constituted for the positions/portfolios within the trading portfolio, as well as that carried out in accordance with the provisions of Art. 102 para. (6)

shows that non-compliance with the requirements for applying the respective approach will most likely lead to inadequate own funds requirements;

e) there is a likelihood that the risks to which the bank is exposed are underestimated despite compliance with the requirements provided by this law and/or by the normative acts issued in its application;

f) the bank reports to the National Bank of Moldova, in accordance with the normative acts issued in the application of this law, that the own funds requirement resulting from stress simulations significantly exceeds the own funds requirement for the trading portfolio on a correlation basis.

(5) For the purpose of determining the appropriate level of own funds based on the review and evaluation carried out in accordance with this law, as well as in accordance with the normative acts issued in its application, the National Bank of Moldova determines whether it is necessary to impose an additional own funds requirement, over and above the own funds requirement to cover the risks to which the bank is or could be exposed, taking into account the following elements:

a) the quantitative and qualitative aspects of the bank's internal process for assessing internal capital;

b) the bank's governance framework, processes and mechanisms regarding that framework;

c) the results of the reviews and evaluations carried out in accordance with Art. 100 or 102;

d) the assessment of systemic risk.

(6) For the purpose of determining the appropriate level of liquidity requirements based on the review and evaluation carried out in accordance with this law and the normative acts issued in its application, the National Bank of Moldova assesses whether the imposition of any specific liquidity requirement is necessary to cover the liquidity risks to which the bank is or could be exposed, taking into account the following:

a) its business model;

b) its governance framework, processes and mechanisms and, in particular, those related to liquidity risk;

c) the result of the review and evaluation carried out in accordance with Art. 100;

d) the systemic liquidity risk threatening the stability of the financial market of the Republic of Moldova.

(7) In particular, without prejudice to Art. 140 and 141, the National Bank of Moldova analyses the need to apply sanctions or other sanctioning measures, including

a) prudential requirements, the level of which is generally correlated with the difference between a bank's current liquidity position and any liquidity and stable funding requirements defined at the level of the Republic of Moldova.

(8) The National Bank of Moldova seeks to prevent the reduction of a bank's capital or own funds below the minimum level necessary to cover the specific risks of its activity and requires the bank to adopt urgent recovery measures if this level is not maintained or restored.

(9) The adoption of the measures provided in para. (3) is subject to the provisions on information exchange and professional secrecy, in accordance with this law.

(10) The provisions of this article do not affect the prerogatives of the National Bank of Moldova to apply the sanctions and/or sanctioning measures provided in Art. 141 or to order the establishment of early intervention or resolution measures in accordance with Law No. 232/2016 on the recovery and resolution of banks.

[Art. 139 para. (1), (3) amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

[Art. 139 para. (3) amended by Law No. 32 of 27.02.2020, in force 02.05.2020]

Article 140. Sanctionable facts

(1) The National Bank of Moldova has the competence to apply the sanctions and sanctioning measures provided in Art. 141 in all cases where it finds that a bank and/or any of the persons provided in Art. 43 are guilty of the following facts:

a) the bank obtained the license on the basis of false information or by any other illegal means;

b) the bank does not inform the National Bank of Moldova about any acquisitions or disposals of holdings in the capital of that bank that exceed the levels provided in

Art. 45, respectively fall below the levels provided in Art. 50, of which it became aware, in breach of the provisions of Art. 51 para. (1);

c) the bank listed on a regulated market does not inform the National Bank of Moldova, at least annually, about the identity of the persons who hold qualifying holdings and about the level of these holdings, in breach of the provisions of Art. 54;

d) the bank does not have the governance framework required by the National Bank of Moldova, in breach of the provisions of Art. 38;

e) the bank does not comply with the prudential requirements provided in Title III;

f) the bank does not report or reports incomplete or inaccurate information to the National Bank of Moldova regarding the fulfilment of the own funds requirements provided in Art. 60, in breach of the provisions of Art. 84;

g) the bank does not report or reports incomplete or inaccurate information to the National Bank of Moldova regarding each real estate market to which it is exposed, in breach of the provisions of the normative acts of the National Bank of Moldova;

h) the bank does not report or reports incomplete or inaccurate information to the National Bank of Moldova regarding a large exposure, in breach of the provisions of Art. 74;

i) the bank does not report or reports incomplete or inaccurate information to the National Bank of Moldova regarding liquidity, in breach of the provisions of Art. 76;

j) the bank does not report or reports incomplete or inaccurate information to the National Bank of Moldova regarding the leverage indicator, violating the provisions of art.77;

k) the bank does not hold liquid assets, violating the provisions of art.76 and the provisions of the normative acts of the National Bank of Moldova issued in application of this law, and the act has a repeated or continuous character;

l) the bank assumes an exposure that exceeds the limits provided by art.74, violating the provisions of the normative acts of the National Bank of Moldova issued in application of the law;

m) the bank is exposed to the credit risk of a securitization position, without fulfilling the conditions provided in art.65 and 68 and in the normative acts of the National Bank of Moldova issued in application of this law;

n) the bank does not communicate/publish information or provides/publishes incomplete or inaccurate information, violating the provisions of art.91 and of the normative acts of the National Bank of Moldova issued in application of this law;

o) the bank makes payments to holders of instruments included in own funds, violating the relevant provisions in the matter or in cases where art.60 and 62 and the normative acts of the National Bank of Moldova prohibit the making of such payments;

[Lit.p) repealed by Law no.174 of 11.07.2024, in force 02.08.2024]

q) the bank allows one or more persons who violate the provisions of art.43 and of the normative acts issued in application of this law to become or remain members of the management body;

r) the bank carries out fictitious operations and without real coverage for the purpose of incorrectly presenting the financial position or exposure of the bank;

s) the bank allows its credibility and/or viability to be jeopardized through the improper management of attracted funds;

t) the bank deliberately admits the compromising of the integrity of data related to information systems;

u) the bank admits the violation of this law, of the normative acts issued for its application, of the provisions of art.52 of Law no.548/1995 regarding the National Bank of Moldova, of the statute and/or of the internal regulations of the bank approved for the application of this law and of the normative acts issued for its application, to the extent that these situations do not fall under the provisions of letters a)–o) of this article;

v) the bank does not comply with the measures ordered by the National Bank of Moldova.

(2) The National Bank of Moldova has the competence to apply the sanctions and sanctioning measures provided in art.141 also in cases where it finds that any person is guilty of the following acts:

a) the acquisition, directly or indirectly, including as beneficial owner, of a qualifying holding in a bank or, as the case may be, the increase, directly or indirectly, of a qualifying holding, so that the proportion of voting rights or of the holding in the share capital is situated at or exceeds the levels of 1%, 5%, 10%, 20%, 33% or 50% or so that the bank becomes a subsidiary, without complying with the requirement to request the prior approval of the National Bank of Moldova, according to art.45 para.(1) letter a), or without taking into account the refusal formulated by the National Bank of Moldova;

b) the transfer, directly or indirectly, of a qualifying holding in a bank or its reduction, so that the proportion of voting rights or of the holding in the share capital is situated below the levels of 1%, 5%, 10%, 20%, 33% or 50% or so that the bank ceases to be a subsidiary, without complying with the obligation to notify the National Bank of Moldova provided in art.50;

c) failure to present the information and documents requested by the National Bank of Moldova on the basis of art.51 para.(3) and (6) and/or the incomplete/erroneous presentation of data.

[Art.140 para.(1) amended by Law no.174 of 11.07.2024, in force 02.08.2024]

[Art.140 para.(2) amended by Law no.32 of 27.02.2020, in force 02.05.2020]

[Art.140 amended by Law no.160 of 26.07.2018, in force 17.09.2018]

[Art.140 supplemented by Law no.110 of 15.06.2018, in force 06.07.2018]

Article 141. Sanctions and sanctioning measures applicable

(1) The sanctions that may be applied according to this law are:

a) written warning;

b) public warning indicating the natural person, legal person, including the bank and the nature of the violation;

c) applies and collects indisputably a fine to the bank of up to 5% of the bank's own funds, calculated at the date of the last reporting, and/or to the direct and indirect holders of holdings in the share capital of the bank of up to 100% of the size of the holding in the share capital of the bank, calculated at nominal value;

d) fine applicable to the legal person, of up to 10% of the total net value of the turnover achieved in the previous financial year, which includes the gross income consisting of interest receivable and other similar income, income from shares and other variable or fixed yield securities, as well as commissions or fees receivable; if the legal person has the status of subsidiary of a parent undertaking, the relevant gross income is that resulting from the consolidated financial statements of the highest-ranking parent undertaking, from the previous financial year;

e) fine applicable to the member of the management body or the person holding key functions, from 1 to 100 average salaries of the sanctioned natural person, for the last 12 months, which include all benefits (supplements, bonuses and other additions to the position salary);

f) fine applicable to the natural person, other than the one mentioned in letter e), from 5000 lei to 100 million lei;

g) withdrawal of the approval granted to the persons provided in art.43;

h) fine equal to up to double the value of the benefit obtained as a result of the violation, if it can be determined.

(2) The sanctioning measures that may be applied according to this law are:

a) order to cease the unlawful conduct of the person and to refrain from repeating it;

b) temporary prohibition of the exercise of certain functions in a bank by the persons provided for in Art. 43 responsible for committing the infringement;

c) withdrawal of the license granted to the bank, in accordance with the provisions of Art. 22;

d) suspension of the exercise of voting rights of the shareholder or shareholders responsible.

(3) The sanctioning measures provided for in para. (2) may be applied concurrently with the imposition of sanctions or independently thereof.

(4) The persons provided for in Art. 43 whose approval by the National Bank of Moldova or by another competent authority has been withdrawn shall not be entitled to exercise any functions within the banking and non-banking financial sector of the Republic of Moldova for a period of 10 years from the date of withdrawal of the approval.

(5) The sanctions provided for in para. (1) lit. a), b), d)-g) and the sanctioning measure provided for in para. (2) lit. a) shall be applied to persons to whom the act can be imputed, since it would not have occurred if the respective persons had properly exercised the responsibilities arising from the duties of their position established in accordance with the legislation, the normative acts issued in application of this law and the internal governance framework, or, as the case may be, to persons in respect of whom the National Bank of Moldova finds that they do not act in accordance with the rules of prudent and sound banking practice and/or that they no longer meet the requirements of reputation and competence adequate to the nature, scale and complexity of the bank's activity and the responsibilities entrusted.

(6) The fine shall be paid to the state budget.

[Art. 141 para. (5) amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

Article 142. Application of sanctions and other sanctioning measures

(1) The sanctions and sanctioning measures applied in accordance with Art. 141 must be effective and proportionate to the acts and deficiencies found and must be of such a nature as to have a deterrent effect.

(2) When determining the type of sanction or sanctioning measure and the amount of the fine, the National Bank of Moldova shall take into account all relevant circumstances of the commission of the act, including the following aspects, as the case may be:

a) the gravity and duration of the act;

b) the degree of guilt of the responsible natural or legal person;

c) the financial capacity of the natural or legal person responsible for the infringement, as resulting, for example, from the annual income of the responsible natural person or from the total turnover of the responsible legal person;

d) the importance of the profits made or losses avoided by the responsible natural or legal person, to its benefit, to the extent that these can be determined;

e) the damages caused to third parties, to the extent that they can be determined;

f) the degree of cooperation of the responsible natural or legal person with the National Bank of Moldova;

g) infringements previously committed by the responsible natural or legal person;

h) any possible systemic consequences of the act committed.

(3) The application of sanctions shall be time-barred within 3 years from the date of commission of the infringement. In the case of a continuous infringement, the 3-year period shall begin to run from the date of cessation of the infringement. The running of the 3-year period shall be suspended for the duration of the suspension of the control procedure.

(4) When applying sanctions and sanctioning measures in accordance with this law, the provisions of Art. 752 para. (5) regarding repeated infringement, of para. (6) and of paras. (10)–(15) of Law No. 548/1995 on the National Bank of Moldova shall apply accordingly. The notification of the acts regarding the application of sanctions and sanctioning measures shall be carried out under the conditions provided for in Art. 112 of the mentioned law.

(5) The application of sanctions and sanctioning measures in accordance with this law does not remove material, civil or criminal liability, as the case may be.

[Art. 142 para. (3) in new wording, para. (4) amended by Law No. 174 of 11.07.2024, in force 02.08.2024]

Article 143. Establishment of facts and issuance of decisions

(1) The establishment of the facts described in this chapter, which constitute infringements of this law or of the normative acts issued in application thereof, shall be carried out by the personnel of the National Bank of Moldova, empowered for this purpose, on the basis of the reports made by the bank in accordance with the legislation or at the express request of the National Bank of Moldova or within on-site inspections carried out at its premises, in accordance with the provisions of Law No. 548/1995 on the National Bank of Moldova, unless this law provides otherwise.

(2) The provisions of this chapter shall apply accordingly also to the branches in the Republic of Moldova of banks from other states.

(3) The acts regarding a bank by which measures are ordered or sanctions and sanctioning measures are applied in accordance with this chapter shall be issued by the Executive Committee of the National Bank of Moldova. The sanctions and sanctioning measures provided for in Art. 141 para. (1) lit. a) and b) and para. (2) lit. a) may be applied by the Governor, First Deputy Governor or Deputy Governors of the National Bank of Moldova.

(4) For the purposes of this chapter, the provisions of Art. 751 of Law No. 548/1995 on the National Bank of Moldova shall apply accordingly.

(5) The provisions of Art. 144 para. (6) and of Art. 146 para. (3) of the Administrative Code No. 116/2018 shall not apply in the case of withdrawal of the license for banking activity.

[Art. 143 para. (1) amended, para. (4) in new wording, para. (5) introduced by Law No. 174 of 11.07.2024, in force 02.08.2024]

Article 144. Challenging the acts of the National Bank of Moldova

(1) The acts of the National Bank of Moldova by which measures are ordered or sanctions or sanctioning measures are applied in accordance with this law may be challenged before the competent administrative court, in compliance with this article and Arts. 11 and 111 of Law No. 548/1995 on the National Bank of Moldova.

(2) By way of derogation from the provisions of the legislation on administrative litigation, in the case of withdrawal of the licence in accordance with art.22 para.(2), only the shareholders of the bank who hold in total at least 25 per cent of the voting shares, the depositors who hold at least 1/4 of the amount of deposits or other creditors who hold at least 1/4 of the total value of claims, except for deposits, may challenge in the competent court the decision of the National Bank of Moldova, within 30 days from the date of withdrawal of the licence, indicating reasoned grounds proving that the bank is not in any of the situations provided for in

art.22 para.(2) for which the withdrawal of the licence was decided.

(3) The National Bank of Moldova is the sole authority able to rule on the considerations of expediency, the qualitative assessments and analyses underlying the issuance of its acts regarding the application of sanctions, sanctioning measures and other measures.

(4) The measures and sanctions applied by the National Bank of Moldova may be challenged in the competent court. In the court proceedings brought against the National Bank of Moldova in connection with the application of the provisions of this law, the following conditions shall be observed:

a) if the court recognizes that the actions of the National Bank of Moldova towards the bank and/or persons/shareholders are illegal, the National Bank of Moldova shall repair the material damage, while maintaining all the effects produced on the basis of the annulled act of the National Bank of Moldova, which was issued for the purpose of implementing art.45, 46 and 52, and of any act and any subsequent operation implementing this annulled act, including the withdrawal of the licence remaining in force;

b) the challenge or legal action shall not influence the liquidation process and shall not suspend the execution of the acts imposed by the National Bank of Moldova;

c) the court finds the legality of the actions undertaken for the purpose of executing this law and decides only on the fact whether they were done with or without intent;

d) the employees of the National Bank of Moldova, the members of the Supervisory Board or of the Executive Committee of the National Bank of Moldova, the special administrator, the liquidator and the persons engaged to provide assistance to them shall not be liable for the damages, actions or omissions that occurred in the exercise of their duties, except in accordance with art.35 of Law no.548/1995 on the National Bank of Moldova.

[Art.144 para.(4) amended by Law no.178 of 11.11.2021, in force 29.11.2021]

Article 1441. Particularities of liability for damage caused by the illegal administrative act of the National Bank of Moldova issued in application of this law or by its failure to resolve within the legal term a request concerning the application of this law

(1) Reparation of the damage caused by the illegal administrative act of the National Bank of Moldova issued in application of this law or by its failure to resolve within the legal term a request concerning the application of this law may be requested by submitting a request to that effect to the National Bank of Moldova:

a) concurrently with the preliminary request; or

b) within 30 days from the date on which the court decision annulling the illegal administrative act or resolving the request became final, but no decision was made regarding the reparation of the damage, or, if the administrative act was annulled by the National Bank of Moldova, within 30 days from the date on which the decision regarding the annulment of the illegal administrative act became unchallengeable.

(2) Within 30 days from the date of submission of the request to the National Bank of Moldova, it shall decide on the request provided for in para.(1).

(3) Actions regarding the reparation of the damage caused by the illegal administrative act of the National Bank of Moldova issued in application of this law or by its failure to resolve within the legal term a request concerning the application of this law shall be brought before the court subject to mandatory compliance with the procedure provided for in para.(1) and (2).

(4) The obligation to repair the damage caused does not arise to the extent that the injured party omitted, intentionally or through fault, to remove the damage by legal means.

(5) Until proven otherwise, it is presumed that the acts of the National Bank of Moldova issued in application of this law pursue the public interest in ensuring the stability and viability of the banking system.

(6) The amount of the patrimonial damage caused to the shareholders of the bank, to which the provisions of art.45 para.(2) and (4), art.46 para.(4), art.52 para.(2), (3), (4),

(6) and art.521 became incident through the illegal administrative act of the National Bank of Moldova, issued for the purpose of implementing the provisions of those articles, is determined according to an independent and objective assessment, ordered by the court before which the case regarding the reparation of the damage is pending. The assessment shall be carried out by an audit entity with international reputation, which meets the criteria established by the regulations of the National Bank of Moldova issued under art.88 and para.(7) of this article.

(7) For the purposes of para.(6) of this article and of art.1442 para.(5), the criteria to be met by an audit entity in order to qualify it as an audit entity with international reputation shall be established by the normative acts of the National Bank of Moldova.

[Art.1441 para.(1) amended by Law no.174 of 11.07.2024, in force 02.08.2024]

[Art.1441 introduced by Law no.178 of 11.11.2021, in force 29.11.2021]

Article 1442. Particularities of determining the amount of damage caused to the person who held the capacity of shareholder of the bank through the illegal administrative act of the National Bank of Moldova regarding the withdrawal of the bank's license and the initiation of the forced liquidation process of the bank

(1) The person who held the capacity of shareholder of the bank at the date of adoption of the illegal administrative act of the National Bank of Moldova regarding the withdrawal of the license and the initiation of the forced liquidation process of the bank (hereinafter – former shareholder) may request compensation for the damage caused by this act, in accordance with the applicable legal provisions, taking into account the particularities provided in art.1441 para.(1)–(5), as well as in this article.

(2) The amount of compensation for lost profit is determined in the amount of the income that the former shareholder was to receive effectively, provided that the administrative act of the National Bank of Moldova constituted the sole and sufficient ground that deprived the former shareholder of the possibility of receiving it. Lost profit is compensated only if it was not taken into account in determining the price of the bank's shares (hereinafter – the price of the shares).

(3) The actual damage is determined according to the price of the shares on the day of adoption of the administrative act of the National Bank of Moldova regarding the withdrawal of the banking license and the initiation of the forced liquidation process of the bank (hereinafter – the determination date).

(4) The price of the shares, provided in para.(3), represents the price that a potential buyer, who has all substantial information, would have paid on the determination date, taking into account the bank's prospects and considering the real financial situation of the bank (including regulatory capital, liquidity and asset quality), the bank's business model and its structure, as well as market circumstances (including access to liquidity and financing cost) and the macroeconomic situation.

(5) The price of the shares is determined according to the evaluation of the financial operations situation of the bank, carried out by an audit entity with international reputation that meets the criteria established by the normative acts of the National Bank of Moldova issued under

art.88 and art.1441 para.(7). That evaluation is ordered by the court of law before which the case regarding compensation for the damage is pending.

(6) The price of the shares is determined based on a prudent and realistic evaluation, carried out according to internationally accepted evaluation standards and techniques, taking into account the particularities of the bank's operation, including the regulatory capital requirements, which must be complied with in order to continue carrying out banking activity.

(7) In the process of evaluating the financial and economic performance of the bank on the determination date, account shall be taken of the information known on the date the evaluation is carried out, including the information obtained after the adoption by the National Bank of Moldova of the decision regarding the withdrawal of the bank's license and the initiation of the forced liquidation procedure of the bank.

For the evaluation of the financial and economic performance of the bank on the determination date, the audit entity applies the international financial reporting standards applicable to banks.

(8) If, according to the auditor's report, on the determination date, the bank's liabilities exceed its assets, it is considered that the bank cannot operate on a going concern basis and that the respective shares have no value for a potential buyer. If, according to the auditor's report, the bank's assets exceed its liabilities, this fact does not necessarily represent a sufficient indicator of the existence of patrimonial damage.

(9) If the legislation provides for the application of less prudent requirements, for a limited period of time, in order to stabilize the bank's situation, the bank's compliance with these requirements and the non-application of sanctions by the National Bank of Moldova do not represent sufficient proof of a positive value of the price of the shares.

(10) In the evaluation process provided in para.(5), the following assumptions are taken into account:

a) on the determination date, the bank must immediately repay any extraordinary public financial support that it has received, as well as any emergency liquidity provided by the National Bank of Moldova to the bank, and the financial situation of the bank must be evaluated taking into account the financial losses that the bank would have borne as a result of this repayment;

b) after the determination date, no liquidity assistance or extraordinary public financial support is to be provided by the public authorities. If such assistance or such support was provided, the evaluation of the bank's prospects and of the financial and economic performance indicators must be based on the assumption that support of this kind was not offered.

(11) Any payments received by the former shareholder in the bank's liquidation process are deducted from the calculation of the damage.

(12) Compensation for the damage is carried out exclusively in monetary means. Compensation for the damage in kind is not allowed.

[Art.1442 para.(8) amended by Law no.174 of 11.07.2024, in force 02.08.2024]

[Art.1442 introduced by Law no.178 of 11.11.2021, in force 29.11.2021]

Article 145. Suspension of the execution of the acts of the National Bank of Moldova The suspension of the execution of the acts of the National Bank of Moldova may be carried out only in accordance with the provisions of art.111 of Law no.548/1995 on the National Bank of Moldova.

Article 146. Publication of sanctions

The publication of sanctions is carried out in accordance with the provisions of art.753 of Law no.548/1995 on the National Bank of Moldova.

[Art.146 in the wording of Law no.174 of 11.07.2024, in force 02.08.2024]

Article 147. Reporting of violations

(1) The National Bank of Moldova shall establish efficient and credible mechanisms for encouraging the reporting of actual or potential infringements of the provisions of this law and of the normative acts issued in its application.

(2) The mechanisms provided for in para. (1) shall include at least:

a) specific procedures for receiving reports on infringements, including potential ones, and for taking follow-up measures;

b) appropriate protection for bank employees who report infringements within these banks, at least against retaliation, discrimination or any other type of unfair treatment applied as a result of the reporting;

c) protection of personal data both with regard to the persons who report the infringement and those allegedly responsible for the respective infringement, in accordance with the provisions of Law No. 133/2011 on the protection of personal data;

d) clear provisions for the purpose of guaranteeing confidentiality for the person who reports infringements within the bank, except where disclosure occurs in the context of further investigations or subsequent judicial proceedings.

(3) Banks must have adequate procedures for the internal reporting by employees of infringements of the provisions of this law and of the normative acts issued in its application, through a specific, independent and autonomous channel.

Title VI TRANSITIONAL AND FINAL PROVISIONS

Article 148. Transitional provisions

(1) The licenses for carrying out the activity of banks, issued previously under Law No. 550/1995 on financial institutions, shall remain valid until the new licenses are obtained, under the conditions set out in para. (2) letter a) of this article.

(2) Within 5 months from the date of entry into force of this law:

a) banks holding the National Bank of Moldova license for carrying out financial activities, issued under Law No. 550/1995 on financial institutions, shall obtain the new licenses and the certified copies of the licenses for branches. Banks shall submit to the National Bank of Moldova the original of the licenses for carrying out financial activities. The National Bank of Moldova shall reissue the new licenses on the date of submission of the original of the licenses held, and the certified copies of the license – within 3 days from the date of submission of the certified copies of the license;

b) banks shall identify the persons holding key positions in accordance with Art. 43 and shall submit the sets of documents necessary for approval or notification;

c) banks shall decide and create the specialized committees of the bank's council in accordance with

art. 44;

d) banks shall bring their articles of association in line with the provisions of this law;

e) banks shall reissue the regulations of the subsidiaries drawn up under Law No. 550/1995 on financial institutions as the corresponding acts related to branches in accordance with this law;

f) the National Bank of Moldova shall draft and approve its normative acts for the application of this law, specifying the deadlines and conditions for their application by banks and branches of banks from other states established on the territory of the Republic of Moldova.

(3) For the reissuance of licenses for the purpose of carrying out the activities permitted to banks and of the certified copies of the license in accordance with para. (2) letter a) of this article,

as well as for the registration of amendments and additions to the articles of association of banks and to the regulations of branches, in connection with their adjustment to the provisions of this law, no fee shall be charged.

(4) Any reference or referral, in existing normative acts, as of the date of entry into force of this law, to the term "financial institution" shall be considered a reference and/or referral to the term "bank" provided for in Art. 3 of this law.

(5) From the date of entry into force of this law, the provisions of Chapters I, II, III, III1, IV, V, VI, VII and Art. 379 of Law No. 550/1995 on financial institutions are repealed.

Article 149. Final provisions

[Art. 149 para. (1) repealed by Law No. 174 of 11.07.2024, in force 02.08.2024]

(2) This law shall enter into force on 1 January 2018.

(3) The normative acts issued by the National Bank of Moldova on the basis of Law No. 550/1995 on financial institutions, with subsequent amendments and additions, shall continue to apply until their express repeal.

PRESIDENT OF THE PARLIAMENT Andrian CANDU No. 202. Chisinau, 6 October 2017.