Order No. 39/2 of 10 August 2026 regarding preliminary requests submitted by shareholders against CNPF Letter No. 06-6/2488

REPUBLIC OF MOLDOVA NATIONAL FINANCIAL MARKET COMMISSION 1

ORDER 10 August 2026 No. 39/2 Regarding the Preliminary Requests submitted by ... Mr. and Mr. [...], against CNPF Letter No. 06-6/2488 dated 18.06.2026

On 15.07.2026, within the framework of the National Financial Market Commission (CNPF/the supervisory authority), the Preliminary Request was registered (No. 5983), submitted by Mr. [...], shareholder of the Joint Stock Company "ASPA" (JSC "ASPA"), concerning the response communicated via CNPF Letter No. 06-6/2488 dated 18.06.2026 (the Contested Letter), requesting:

"1. To be specifically informed as to what actions the CNPF has taken to ensure the execution of its own decisions from February/May 2025 in the administrative case involving the 4 shareholders of JSC ASPA acting in concert, or whether limiting the right to vote itself is a precautionary measure provided by legislation to ensure respect for minority shareholders' rights during the transition period until the public offer is made. 2. For the CNPF to take all necessary prejudicial actions to file a lawsuit against the 4 shareholders to ensure the execution of CNPF decisions, or that non-execution within 3 years of the decisions taken subsequently leads to the non-obligatoriness of executing the CNPF decision. 3. Filing a request to summon the 4 shareholders of JSC ASPA to court, with the aim of executing the obligations provided for in the CNPF decisions of February and May 2025. 4. To also take parallel other measures required by law, with the aim of ensuring the execution of these decisions issued regarding this case. 5. To notify the law enforcement bodies about the manifestly illegal actions of the 4 shareholders, especially the Prosecutor's Office, the State Fiscal Service, and the Security Council (on the grounds that the company is a strategic entity).".

Subsequently, on 16.07.2026, within the CNPF, the Preliminary Request was registered (No. 6032), submitted by Mr. [...], shareholder of JSC "ASPA", requesting:

"1. To be exhaustively and specifically informed regarding all steps and enforcement measures taken by the CNPF to date, based on its own decisions from February and May 2025, including whether repeated constraint fines provided for in Art. 181 and Art. 184 of the Administrative Code have been applied. 2. Immediate initiation by the CNPF of legal action in court against the concerted shareholders SRL "AURORA-ZET", SRL "PRIMELENIX-COM", SRL "ELVELENIX-COM" and SRL "VICTOR&BROS" to oblige them through judicial means to enforce the decisions to launch mandatory takeover offers, according to the obligation established directly by the court ruling removing the shares from the register. 3. Urgent adoption of other adjacent enforcement and security measures provided for by law, with a view to unlocking the situation and protecting the financial rights of minority shareholders. 4. Official notification of the criminal investigation bodies (General Prosecutor's Office), the State Fiscal Service and the Security Council (given the strategic nature of JSC "ASPA") regarding indications of crimes provided for in Art. 2455 and Art. 2459 of the Penal Code, as well as suspected insolvency artificially generated to evade regulatory control.".

At the same time, on 20.07.2026, within the CNPF, another Preliminary Request was registered (No. 6089), submitted by Mr. [...], with identical content to the aforementioned one. Consistently, pursuant to Art. 80 para. (1) of the Administrative Code, in line with the principles of equal treatment, efficiency, comprehensibility and transparency of the authority's actions, as well as taking into account the interdependence of solutions regarding the preliminary requests submitted, by the Order of the CNPF President No. 532 of 29.07.2026 Regarding the connection of petitions submitted by Mr. [...] and the connection of preliminary procedures initiated based on the preliminary requests submitted by Mr. [...] and Mr. [...], and the extension of the preliminary procedure term, the connection of the noted preliminary requests and their examination in a single preliminary procedure was ordered. At the same time, in accordance with Art. 60 para. (4) of the Administrative Code, the term of the preliminary procedure was extended by 15 days in this case until 14.08.2026.

In this case, in order to ensure a comprehensive, objective and transparent investigation that would provide the real possibility of analyzing the petitioners' claims, they are hereby informed that the examination of the factual and legal circumstances relevant to the case, in preliminary order, is carried out by distinguished executors within the supervisory authority.

In fact, by CNPF Decision No. 9/6 of 17.02.2025 on establishing the concerted action of certain shareholders of the Joint Stock Company "ASPA" (Decision No. 9/6/2025), modified by CNPF Decision No. 23/2 of 13.05.2025 regarding the Preliminary Request submitted by Mr. [...], contesting the Decision of the National Financial Market Commission No. 9/6 dated 17.02.2025 (Decision No. 23/2/2025), it was established that the shareholders of JSC "ASPA" – SRL "AURORA-ZET", SRL "ELVELENIX-COM", SRL "PRIMELENIX-COM" and SRL "VICTOR&BROS" – act in concert, cumulatively holding a share of 71.42 percent or 1,112,998 ordinary nominative shares in the social capital of the Company.

By the aforementioned administrative acts, following the finding of concerted activity among shareholders within JSC "ASPA", the supervisory authority reflected the legal effects on the shareholders concerned by prescribing the conduct of a mandatory takeover offer and highlighting the limitation of the right to vote to a limit of 25 percent.

In this case, Decisions No. 9/6/2025 and No. 23/2/2025 were contested by SRL "AURORA-ZET" in the order of administrative litigation, the action being declared inadmissible by the Râșcani District Court of Chișinău (sediul Rîșcani) Ruling of 06.02.2026, solution upheld by the Centru Court of Appeal Decision of 25.05.2026 (case No. 2-25120409-02-3r-02032026), by which the appeal was rejected.

Subsequently, on 04.05.2026, within the CNPF, the complaint of Mr. [...], minority shareholder of JSC "ASPA", was registered (No. 3274), having as object the non-execution of the prescriptions established by Decisions No. 9/6/2025 and No. 23/2/2025, as well as

3 violation of the minority shareholder's right to withdraw. In the same vein, on 15.05.2026, within the CNPF, letter No. 3737 was registered, the letter from the Committee for Economy, Budget and Finance of the Parliament of the Republic of Moldova (CEB-04 No. 67 of 14.05.2026), by which, in order to exercise parliamentary control functions, the complaint submitted by Mr. [...] was forwarded for examination to the CNPF.

In this case, on 27.05.2026, within the CNPF, the request of Mr. [...] was registered (No. 4145), by which the obligation of the named shareholders to execute Decisions No. 9/6/2025 and No. 23/2/2025 was requested.

Since the addresses concerned the same object, by the Order of the CNPF President No. 335 of 03.06.2026 regarding the connection of petitions of Mr. [...] and Mr. [...], and the extension of the general term of the administrative procedure, the petitions and administrative procedures initiated by them were connected, and the term of the administrative procedure was extended, in accordance with Art. 60 para. (4) of the Administrative Code, until 18.06.2026.

Consequently, the administrative procedure was finalized by issuing the Contested Letter, communicated to recipients in accordance with legislation, by which the supervisory authority retained, essentially, that the legal limitation of the voting right of shareholders acting in concert, to a cumulative quota of 25%, constitutes the express and exhaustive restriction attached by the legislator to the holding of a control quota unaccompanied by the performance of a mandatory takeover offer, this already being disposed of, notified to the Registry and Issuer Company.

At the same time, in the aforementioned text, the supervisory authority further retained that there is no legal basis obliging or empowering the CNPF to promote a lawsuit in court to oblige the execution of the mandatory takeover offer or to apply additional administrative constraint measures.

In the same vein, the CNPF reiterated that the conditions of Art. 20 para. (2) of Law No. 192/1998 on the National Financial Market Commission (Law No. 192/1998) for notifying the criminal investigation body are not met; and the CNPF participates, as an accessory intervener, in litigations where the execution of its decisions is contested.

Analyzing the arguments exposed in the Preliminary Requests, in light of the legal provisions applicable to the case, it will be assessed whether they are of such a nature as to overturn the findings of the supervisory authority, as follows:

1. In law, Art. 19 of the Administrative Code provides that "The Preliminary Request is the institution that offers a pre-litigation path for resolving administrative disputes.", and Art. 162 para. (1) and para. (3) of the same law stipulate that "(1) The preliminary procedure aims to verify the legality of individual administrative acts. [...] (3) The Preliminary Request may be directed towards: a) annulment in whole or in part of an illegal or null individual administrative act; b) issuance of an individual administrative act.".

2. In accordance with Art. 20 of the Administrative Code, "If a legitimate right or freedom established by law is violated by an administrative activity, this right may be claimed through an administrative litigation action, [...]", and pursuant to Art. 17, "A damaged right is any right or freedom established by law to which damage is caused by administrative activity.".

3. In this case, Art. 78 para. (1) of the Administrative Code establishes that "(1) The administrative procedure is finalized by performing an administrative operation or by issuing an individual administrative act, respectively concluding an administrative contract.".

4. At the same time, according to Art. 15 of the Administrative Code, administrative operations are defined as "[...] manifestations of will or activities of public authorities that do not themselves produce legal effects. Administrative operations can only be contested simultaneously with the individual administrative act, except for executive administrative operations or those directed against a third party.".

5. Under the conditions of Art. 166 of the Administrative Code, "The Preliminary Request can only be filed if the person claims their rights violated by the issuance or rejection of the issuance of an individual administrative act.", and in accordance with Art. 167 para. (1) and para. (3) of the same law, "(1) If considering the preliminary request as admissible and well-founded, the issuing public authority annuls the contested individual administrative act in whole or in part or issues the requested individual administrative act. [...] (3) The issuing public authority resolves the preliminary request within 15 calendar days. The provisions of Art.60 para.(2)–(5) apply correspondingly.".

6. At the same time, from the systematic interpretation of Art. 17, Art. 20, Art. 166 and Art. 207 of the Administrative Code, it results that the admissibility of a preliminary request is determined by the claim of a damaged right through administrative activity.

7. Thus, from the aspect of its legal nature, the Contested Letter presents the characteristics of an administrative operation, within the meaning of Art. 15 of the Administrative Code, insofar as it does not produce direct legal effects on the rights and obligations of the petitioners per se, nor does it constitute anything but a reproduction of the factual and legal circumstances related to the case.

8. Subsequently, given the content formulated by the petitioners and arising from the need to ensure effective, transparent and exhaustive examination, the supervisory authority will proceed to verify the arguments invoked through the Preliminary Requests, including regarding the correctness of the assessments exposed in the Contested Letter.

9. Regarding the request for information on actions taken to ensure the execution of CNPF administrative acts, it is essential to qualify whether those belong to the category of acts that can be subject to a general regime of enforcement through the hierarchy of acts and the nature of the administrative act. It should be noted that coercive measures regulated in Art. 179 – 188 of the Administrative Code constitute instruments for the forced execution of individual administrative acts, applicable within the limits of the public authority's competences.

10. In this case, pursuant to Art. 83 para. (3) of Law No. 1134/1997 on joint stock companies (Law No. 1134/1997), "(3) A natural or legal person who holds, directly or indirectly, alone or together with persons acting in concert with it, more than 50% of the voting shares in circulation of a company or of securities that can be converted or offer the right to purchase voting shares (hereinafter – person holding more than 50 percent) is obliged, unless legislation provides otherwise, to make, within 3 months from the date of registration in the securities accounts and registers of the Central Unique Depository/Registrar of entries related to the acquisition of shares, a mandatory takeover offer in accordance with the Law on the capital market.".

11. At the same time, pursuant to Art. 21 para. (1) of Law No. 171/2012 on the capital market (Law No. 171/2012), "(1) A natural or legal person who holds, directly or indirectly, alone or together with persons acting in concert with it, more than 50 percent of the voting securities of a company or of securities that can be converted or offer the right to purchase voting securities is obliged to make a takeover offer

5 regarding the purchase at a fair price of securities of the same class held by other persons.".

12. In this instance, it is retained that the consequence of non-execution of the obligation to make a mandatory takeover offer established directly by law, through Art. 83 para. (3) of Law No. 1134/1997 and Art. 21 para. (1) of Law No. 171/2012, is determined, expressly and exhaustively, by special law, through the limitation of the exercise of the right to vote in accordance with Art. 83 para. (4) of Law No. 1134/1997, without instituting an additional mechanism for forced execution through administrative constraint. Thus, the special and exhaustive regime of the consequence of non-compliance excludes the overlap of common law coercive measures invoked by the petitioners.

13. Correlatively, in accordance with Art. 188 of the Administrative Code, "Individual administrative acts for the return of a good or realization of another action, tolerance or inaction can be executed within a term of 3 years. The term begins to run from the day the administrative act becomes executable.".

14. The CNPF retains that the invoked norm targets the statute of limitations for the forced execution by the public authority of individual administrative acts. At the same time, precisely to ensure the execution of the obligation to make a mandatory takeover offer, the legislator himself instituted the corresponding measure, stating in Art. 83 para. (4) of Law No. 1134/1997 that "(4) Until the fulfillment of the requirements mentioned in para.(3), the person who holds more than 50% has the right to vote at the general meeting of shareholders within the limit of 25% of the voting shares in circulation of the company. The total number of voting shares belonging to this person will be taken into account only for determining the quorum at the holding of the general meeting of shareholders. The person who holds more than 50% and/or its representatives will be registered with the entire package of securities held.".

15. In this vein, through Decisions No. 9/6/2025 and No. 23/2/2025, the CNPF established the concerted action of the four shareholders and the cumulative holding of a share of 71.42 percent of the voting shares of the Company, in the absence of making a mandatory takeover offer, and ordered the application of the legal measure – limitation of the voting right, at the general meeting of shareholders, to the cumulative quota of 25 percent of the voting shares in circulation – with notification to the Registry Company "Registrator-Centru" JSC. The supervisory authority thus ordered exactly what the law provides for the state of non-compliance, the measure being in force and producing effects.

16. Or, the limitation of the voting right of shareholders acting in concert does not constitute a measure instituted by Decisions No. 9/6/2025 and No. 23/2/2025, but a legal restriction that the legislator himself attached, through Art. 83 para. (4) of Law No. 1134/1997, to the holding of a position offering control over the company without execution of the obligation to make a mandatory takeover offer. This limitation operates de jure and continuously, as long as the state of non-compliance subsists, namely until the actual performance of the offer, and is not susceptible to extinction under the premise of Art. 188 of the Administrative Code.

17. At the same time, to the extent that petitioners demand the obligation of the authority to additional measures, it should be noted that, pursuant to Art. 16 para. (1) of the Administrative Code, "(1) The discretionary right of the public authority represents its possibility to choose between several possible solutions corresponding to the purpose of the law when applying a legal provision", or, in this case, the purpose of the law is realized by the very measure that the legislator expressly attached to the state of non-compliance, already disposed of and applied.

18. In support of the above and as a relevant reference, Directive 2004/25/EC on takeover bids is retained. The Directive consecrates, through Art. 5, the institution of the mandatory public offer as a mechanism for the protection of minority shareholders and, through Art. 4 para. (5), provides that supervisory authorities must possess the necessary competences for the exercise of their duties, but these competences are circumscribed by norms adopted by the legislator, and Art. 17 assigns to states, without implicit specification of the authority's competence to autonomously establish sanctions applicable to the violation of the offer regime, imposing on them the requirements of effectiveness, proportionality and deterrent character.

19. In the same logic, the Court of Justice of the European Union ruled in case C-546/18, Adler Real Estate, that Art. 17 of Directive 2004/25/EC leaves it to states to determine sanctions for violation of national norms adopted in the matter of mandatory offers, while supervisory authorities exercise the competences conferred by the applicable regulatory framework. Therefore, the European exigency of effective and deterrent application of the mandatory offer regime cannot be interpreted as an autonomous competence of the supervisory authority to institute or extend, through administrative act, restrictions on the rights of shareholders that do not result from the law.

20. This interpretation is all the more relevant in the law of the Republic of Moldova since the CNPF has expressly applied, including through decisions in this case, the mechanism whereby, until the performance of the mandatory public offer, the voting right of persons obliged to make the offer is limited to 25 percent of the voting shares in circulation. Consequently, to the extent that national legislation establishes the limitation of the voting right to 25 percent as the legal consequence of non-execution of the obligation to make a mandatory offer and does not confer on the CNPF a distinct legal competence to dispose of an additional or more severe restriction, the CNPF cannot extend, through administrative interpretation, the legal effect established by the legislator, insofar as such conduct would equate to instituting an additional restrictive measure without an express legal basis. Such an interpretation is consistent with both the principle of legality of competence and the restriction of rights by law, as well as with European principles of proportionality, legal certainty and effective protection of shareholders, which, in the context of the process of rapprochement of the legislation of the Republic of Moldova with the acquis communautaire of the European Union, constitute relevant benchmarks for the interpretation and application of the national framework.

21. In the sense of the above, the request regarding the submission by the CNPF of a lawsuit in court against the four shareholders is to be treated. Thus, it is retained that pursuant to Art. 9 para. (1) lit. l) of Law No. 192/1998, "(1) The National Commission has the following rights: l) to initiate, in court, actions regarding matters within its competence, including regarding the invalidity of transactions with securities;". Given the discretionary right of the public authority, mentioned above, the right to initiate actions in court should be exercised only to the extent that there is a material-legal basis that would require empowering the authority to summon to court. Or, in this case, promoting such an action is neither necessary nor well-founded, insofar as the legislator himself instituted, through Art. 83 para. (4) of Law No. 1134/1997, the restriction attached to the state of non-compliance, this being found and disposed of by the supervisory authority through Decisions No. 9/6/2025 and No. 23/2/2025, such that the consequence of non-execution of the obligation to make the offer is exhaustively determined by special law.

22. At the same time, with reference to placing the control over the execution of the decision on the Capital Market Department (point 5 of the operative part of Decision No. 9/6/2025) it should be noted that this represents an internal order provision regarding monitoring

6

7 execution, insofar as it concerns notifying SR "Registrator-Centru" SA, with a view to limiting voting rights, in accordance with the noted ruling, and not as a basis for filing a lawsuit in court.

23. Regarding the thesis invoked by Mr. [...], according to which "The obligation of CNPF to act in court is not just a theoretical interpretation. By the court ruling by which a previous action was removed from the court roll, the court indicated directly and explicitly the obligation of CNPF to intervene and to file the request for summons to court to oblige the majority shareholders to execute. The court confirmed that CNPF is the only legal body authorized and obliged to ensure, through the coercive force of the judge, respect for the rulings of February and May 2025.", it should be noted that the cited statement distorts the content and meaning of the Ruling of the Chișinău Court (Centru seat) dated 29.04.2026 (case no. 2-7048/26), which he invokes as a basis.

24. Thus, by the noted Ruling, the court did not admit, but refused to accept the request for summons to court submitted by Mr. [...], on the basis of art. 169 para. (1) lit. a) of the Code of Civil Procedure, expressly holding that the dispute (request) "should not be judged by the court in civil procedure", because the obligation established by the administrative act "should be executed by the issuing body, and/or according to art. 171 of the Administrative Code, but the obligation given [...] cannot be imposed by the court in civil order nor ordered execution of the prescription given through the ordinary court". Therefore, that judicial act does not establish an obligation for CNPF to act in court against the four shareholders.

25. Moreover, that Ruling does not denote a substantive examination of the case but is limited to the issue of admissibility. Correlatively, under the conditions exposed above regarding the legal nature of the sanctioning measure, the judicial act cannot be used as a basis for imposing on CNPF the enforcement of the decisions in question, since it is not capable of giving rise to a substantive legal obligation that the law does not establish, all the more so since a ruling of refusal to accept does not acquire the authority of res judicata on the substance of the legal relationship submitted to judgment.

26. Regarding the request to notify the law enforcement authorities by CNPF, in accordance with art. 20 para. (2) of Law no. 192/1998, "(2) In the event of establishing the signs of a criminal offense in the course of exercising its functions and rights, the National Commission adopts a decision indicating the admitted violations, measures to eliminate these violations and, if there is and can be established, indicates the damage caused by these violations, by notifying the criminal investigation body in accordance with para. (3)".

27. In this regard, it is evident that the obligation to notify the criminal investigation body arises only in the hypothesis where the signs of a criminal offense are established by CNPF in the course of exercising its functions and rights, in direct connection with the supervised activity.

28. In this case, this condition is not met, as, within the limits of its competence, CNPF has not established signs of a criminal offense imputable to the participants in question.

29. In the same vein, in this case, the assessment of the fictitious or intentional nature of the insolvency of SA "ASPA", the veracity of the declared claims, the conduct of persons involved in the insolvency procedure, as well as the facts invoked under art. 2455 and art. 2459 of the Penal Code exceeds the scope of CNPF's competence

8 and constitutes the exclusive competence of the insolvency court and, where applicable, the criminal investigation authorities, whom the petitioners can directly notify.

30. At the same time, the aspects invoked regarding the functioning of the management bodies of SA "ASPA", the deliberative nature of the general meetings of shareholders, the possible judicial dissolution of the Company, as well as the conduct of the insolvency procedure relate to corporate relations and, respectively, to the competence of the courts, and cannot be resolved within the preliminary procedure.

31. Concurrently, by CNPF letters no. 06-3242 dated 30.07.2026, sent to the email address [...] and no. 06-5/3241 dated 30.07.2026 sent to the email address [...], the petitioners were notified about the exercise of the right to be heard in writing by sending to the authority the opinion for the purpose of hearing regarding the facts and circumstances relevant to the administrative act to be adopted by 06.08.2026.

32. Consequently, by letters registered at CNPF no. 6745 dated 05.08.2026 and no. 6812 dated 06.08.2026 [...] and no. 6822 dated 06.08.2026 ([...]), the petitioners submitted explanations for the purpose of hearing within the preliminary procedure.

33. In the explanations submitted for the purpose of hearing, Mr. [...] reiterates, in content similar to that exposed in the Preliminary Request. Since those explanations do not contain new elements of fact or law compared to those already analyzed above, they are not of a nature to overturn the findings exposed.

34. In the explanations submitted for the purpose of hearing, Mr. [...] invokes, in addition to the arguments exposed in the Preliminary Request, the following elements:

• an alleged lack of diligence by CNPF during the years 2024–2025 in establishing the concerted action of the four shareholders;
• an alleged restriction of his access to the materials of the administrative procedure, under the pretext of personal data protection;
• the jurisprudence of the European Court of Human Rights (ECtHR), specifically the cases Olczak v. Poland (decision of 7 November 2002) and Sovtransavto Holding v. Ukraine (judgment of 25 July 2002), invoked in support of an alleged violation of art. 1 of Protocol no. 1 to the Convention and the risk of a condemnation of the Republic of Moldova by the ECtHR and
• an alleged non-conformity of the Insolvency Law with the Constitution and the Convention, insofar as it would allow the removal of minority shareholders from the insolvency procedure of SA "ASPA". Regarding these elements, CNPF holds that the first two constitute criticisms regarding the manner of conducting other administrative procedures, respectively access to their materials, and not legal defects of the Letter contested, object of the present preliminary procedure, thus exceeding its framework. Regarding the ECtHR cases invoked, they confirm, in principle, the qualification of shares held in a commercial company as "property" within the meaning of art. 1 of Protocol no. 1, an aspect not contested by the authority, but do not support the existence, on the part of CNPF, of an obligation to initiate a judicial action against the four shareholders, an obligation that neither the national legislation, analyzed above, nor establishes; and the assessment of the conformity of the Insolvency Law with the Constitution and the Convention exceeds the competence of CNPF, belonging, where applicable, to the Constitutional Court and the insolvency courts. Consequently, CNPF considers that the arguments invoked in the Preliminary Requests do not contain new elements of fact or law that would justify reconsideration of the position

9 communicated by the contested Letter. Therefore, the Preliminary Requests should be rejected as unfounded. From the considerations exposed above, on the basis of art. 18 para. (3), art. 20 para. (1), para. (6) and para. (7), art. 22 para. (3) and art. 25 para. (2) of Law no. 192/1998 on the National Financial Power Commission, art. 17, art. 19, art. 162 para. (1) and para. (3), art. 166, art. 167 para. (3), art. 169 para. (2) and para. (3) of the Administrative Code and pts. 16 and pts. 19 of the Regulation on the organization and functioning of the National Financial Power Commission (CNPF Decision no. 57/11/2022), The National Financial Power Commission DECIDES:

1. The Preliminary Requests submitted by Mr. [...] (registered at CNPF no. 5983 on 15.07.2026) and by Mr. [...] (registered at CNPF no. 6032 on 16.07.2026 and no. 6089 on 20.07.2026) are rejected.
2. This Decision may be contested with an administrative litigation action, submitted to the Chișinău Court, Râșcani seat (MD-2068, Chișinău city, Kiev str. 3), within 30 days from the date of its communication.
3. This Decision enters into force on the date of adoption, is communicated to the recipients in accordance with the legislation and is published on the official website of CNPF (www.cnpf.md). Dumitru BUDIANSCHI, PRESIDENT