Order on the Enforcement Notice to SA COLOANA AUTO 2811 Regarding CNPF Order No. 56/1/2023

REPUBLIC OF MOLDOVA NATIONAL FINANCIAL MARKET COMMISSION 77 Stefan cel Mare si Sfant Blvd., Chisinau, MD 2012, tel: (373 22) 859 401, www.cnpf.md, e-mail: office@cnpf.md

ORDER May 18, 2026 No. 24/3

On the enforcement notice to SA "COLOANA AUTO 2811" regarding the execution of CNPF Order No. 56/1/2023 concerning the prescription of SA "COLOANA AUTO 2811"

In fact, according to the Order of the National Financial Market Commission (CNPF/authority) No. 56/1/2023 concerning the prescription of SA "COLOANA AUTO 2811" (Order No. 56/1/2023), SA "COLOANA AUTO 2811" (the Company) was prescribed to present the information and materials requested by the authority via letters No. 03-5/2064 dated July 18, 2023, and No. 03-5/2144 dated July 27, 2023. Given the non-execution of the provisions of Order No. 56/1/2023 within the established deadline, the authority issued Order No. 16/3/2024 regarding the suspension of banking operations on the current accounts of SA "COLOANA AUTO", according to which, on the basis of Art. 9 para. (1) lit. c) of Law No. 192/1998 on the National Financial Market Commission (in the version in force at the date of issuance of the administrative act), it ordered the suspension of banking operations on the current accounts of SA "COLOANA AUTO 2811", "until the presentation to the National Financial Market Commission of the requested information/materials (via letters No. 03-5/2064 dated July 18, 2023, and No. 03-5/2144 dated July 27, 2023).".

Complementarily, on March 13, 2026, via letter No. 03-5/797, the CNPF notified the company about the initiation, ex officio, of the administrative procedure, aimed at verifying the actions undertaken by SA "COLOANA AUTO 2811" to execute CNPF Order No. 56/1/2023.

Through the aforementioned letter, the CNPF requested the presentation of relevant information regarding the execution of Order No. 56/1/2023, as well as information regarding all accounts held, including accounts held with payment service providers other than banks, with the deadline for presentation set until March 30, 2026.

At the same time, according to the Disposition of the Vice President of the CNPF No. 133 dated March 20, 2026, regarding the suspension of the general term of the administrative procedure initiated ex officio via the letter of the National Financial Market Commission No. 03-5/797 dated March 13, 2026, the administrative procedure was suspended until March 30, 2026.

Correspondingly, that Disposition was notified to the company via CNPF letter No. 03-5/908 dated March 23, 2026.

Furthermore, according to the Disposition of the President of the CNPF No. 194 dated April 17, 2026, regarding the extension of the general term of the administrative procedure initiated ex officio via the letter of the National Financial Market Commission No. 03-5/797 dated March 13, 2026, and its suspension (Disposition), a deadline until April 30, 2026, was established for the presentation by the company of a response, for the purpose of hearing, in accordance with Art. 94 para. (2) of the Administrative Code. Complementarily, through that Disposition, the general term of the administrative procedure initiated ex officio via the letter of the National Financial Market Commission No. 03-5/797 dated March 13, 2026, was extended by 15 days, in accordance with Art. 60 para. (4) of the Administrative Code. At the same time, that Disposition was communicated to the Company via letter No. 03-5/1413 dated April 22, 2026.

In this case, it should be noted that, to date, the Company has not presented any response to the CNPF's requests, thereby hindering the exercise of supervisory powers by the authority, a fact that requires the authority to take measures prescribed by administrative legislation to enforce the administrative act.

In this regard, it should be recorded a priori that Order No. 56/1/2023 constitutes an individual unfavorable administrative act, within the meaning of Art. 10 para. (1), combined with Art. 11 para. (1) lit. a) of the Administrative Code, respectively, it produces legal effects.

Consequently, under the conditions of Art. 179 of the Administrative Code, the Order is enforceable and must be subject to enforcement under the provisions of Title VII of the Administrative Code.

Correspondingly, given the non-execution of the CNPF's prescription, to ensure the exercise by the Company of the obligations derived from the regulatory framework for the activity of joint-stock companies, the imperative of taking additional measures, suitable for achieving the pursued goal, necessary and reasonable, oriented towards ensuring the comprehensive examination of the circumstances of the case and the formulation of objective and motivated conclusions in relation to the targeted part of the Company's activity, is concluded.

Thus, arising from the nature of the administrative act, under the conditions of Art. 179, combined with the provisions of Art. 184 and Art. 185 para. (1) of the Administrative Code, it is concluded that the execution of Order No. 56/1/2023 can be achieved by applying the coercive measure in the form of direct constraint.

In this sense, it should be noted that regarding SA "COLOANA AUTO 2811", the application of the coercive measure in the form of realization by substitution does not promise success, as the prescription established by Order No. 56/1/2023 to present materials regarding the approval by SA "COLOANA AUTO 2811":

• of transactions with conflict of interest and/or of significant transactions for the years 2020-2023, with the attachment, where applicable, of copies of the minutes of the competent bodies (the company's board and/or the general meeting of shareholders), within which those decisions were approved;
• the reports of the commission of auditors regarding transactions with conflict of interest, drawn up in accordance with Art. 85 para. (5) of Law No. 1134/1997 on joint-stock companies;
• lists of persons affiliated with the Company for the years 2020-2023, immediately concern the Company and cannot be executed by another entity, especially not by the CNPF. Similarly, the constraint fine is not a suitable coercive measure, as it cannot guarantee the presentation of the requested materials.

Correspondingly, it is noted that for the non-presentation of requested information, the Company's administrator was sanctioned by applying a fine under the Code of Contraventions. Thus, the appropriateness of applying the coercive measure in the form of direct constraint is concluded.

In law, Art. 185 para. (1) and para. (3) of the Administrative Code stipulate that, "(1) Before coercive measures are applied against the debtor, he is notified of the possibility of using coercive measures. A reasonable deadline for execution is set in the notice. Setting a deadline is not necessary if an action tolerance or inaction is to be imposed. (3) The coercive measure intended to be applied is indicated in the notice. ...".

In this sense, the CNPF considers that, at this stage, a deadline until June 8, 2026, is reasonable.

In this case, by relating the cited legal provisions above to the situation in the case, direct constraint must be applied in accordance with the provisions of Art. 9 lit. c) of Law No. 192/1998 (in the version in force at the date of the notice), according to which, "(1) The National Commission has the following rights: c) to apply, in the manner provided by legislation, restrictions on the activity of securities issuers and professional participants, as well as on the activity of those who previously held the status of professional participant and have not completed the fulfillment of obligations deriving from that activity, including suspending operations on their accounts;".

At the same time, given that restrictions on activity have been applied to the Company, via Order No. 16/3/2024, in the form of suspension of the Company's banking operations, the direct constraint targets the application of restrictions in the form of suspension of operations on the Company's accounts held with payment service providers other than banks.

From the considerations stated above, on the basis of Art. 8 lit. b), Art. 9 para. (1) lit. d), Art. 18 para. (3), Art. 20 para. (1), para. (6) and para. (7) and Art. 22 para. (3) of Law No. 192/1998 on the National Financial Market Commission, Art. 179, Art. 181, Art. 185 and Art. 186 of the Administrative Code, points 16 and 19 of the Regulation on the organization and functioning of the National Financial Market Commission (CNPF Order No. 57/11/2022),

The National Financial Market Commission ORDERS:

1. SA "COLOANA AUTO 2811" is hereby notified to execute point 1 of the Order of the National Financial Market Commission No. 56/1/2023 concerning the prescription of SA "COLOANA AUTO 2811" by June 8, 2026.

2. SA "COLOANA AUTO 2811" is warned that, in case of non-execution of the obligation set forth in point 1, the CNPF will apply the direct constraint measure in the form of suspension of operations on the Company's accounts held with payment service providers other than banks.

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

4. This Order enters into force on the date of adoption and is communicated to the recipient in accordance with the legislation.

Dumitru BUDIANSCHI, PRESIDENT