REPUBLIC OF MOLDOVA

NATIONAL FINANCIAL MARKET COMMISSION

DECISION

31 January 2025No. 6/1

On the authorization of the reorganization by merger (absorption)

of Commercial Bank "VICTORIABANK" S.A. and of Commercial Bank BCR Chisinau S.A.

Following the examination of the applications submitted on 16.12.2024 by Commercial Bank "VICTORIABANK" S.A. (B.C. "VICTORIABANK" S.A.) and by Commercial Bank BCR Chisinau S.A. (BCR Chisinau S.A.), requesting authorization for reorganization by merger, with the absorption of BCR CHISINAU S.A. by B.C. "VICTORIABANK" S.A., as well as the related documents, presented in full volume on 28.01.2025, considering that the administrative procedures involved are based on the same factual situation, the same legal basis, the same purpose, and are connected, which necessitates, on the basis of Art. 44 para. (4) and Art. 80 para. (1) of the Administrative Code, the consolidation and examination in a single administrative procedure,

on the basis of Art. 20 para. (1) and Art. 22 para. (3) of Law No. 192/1998 on the National Financial Market Commission, Art. 92 – 95 of Law No. 1134/1997 on joint-stock companies, Art. 208 – 210 of the Civil Code, the Administrative Code, Law No. 220/2007 on the state registration of legal entities and individual entrepreneurs, the Regulation on the authorization of the reorganization of a joint-stock company (CNPF Decision No. 23/1/2021), points 16 – 19 and point 21 of the Regulation on the organization and functioning of the National Financial Market Commission (CNPF Decision No. 57/11/2022),

The National Financial Market Commission DECIDES:

1. The administrative procedures initiated on the basis of the application of BC "VICTORIABANK" S.A. and the application of BCR Chisinau S.A. are consolidated.
2. The reorganization of B.C. "VICTORIABANK" S.A. (IDNO 1002600001338, MD-2004, Chisinau city, 31 August 1989 str., 141) and of BCR Chisinau S.A. (IDNO 1003600021533, MD-2005, Chisinau city, Pushkin 60/2 str.) is authorized by merger with the absorption of BCR Chisinau S.A. (the absorbed company) by B.C. "VICTORIABANK" S.A. (the absorbing company).
3. After the registration of the changes made to the Statute of B.C. "VICTORIABANK" S.A. and the deregistration of BCR Chisinau S.A. from the State Register of Legal Entities, B.C. "VICTORIABANK" S.A. will initiate the procedure for the cancellation (annulment) of the securities issued by BCR Chisinau S.A. from the Register of Issuers of Securities, maintained by the National Financial Market Commission.

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4. This Decision may be appealed by submitting a preliminary request to the CNPF (MD-2012, Chisinau city, Stefan cel Mare si Sfant blvd., no. 77), within 30 days from the date of notification. 5. This Decision enters into force on the date of adoption, is communicated to the recipients in accordance with the legislation, is published in the Official Monitor of the Republic of Moldova and on the official website of the CNPF (www.cnpp.md).

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Dumitru BUDIANSCHI,
PRESIDENT

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Stefan cel Mare si Sfant blvd., no. 77, Chisinau city, MD 2012, tel: (373 22) 859 401, www.cnpp.md, e-mail: office@cnpp.md