Under Law no. 192-XIV of 12.11.1998 "On the National Commission of Financial Market" (republished in the Official Gazette of the Republic of Moldova, 2007, nr.117-126 BIS), article 118 par. (5), Article 119 para. (2 ), Article 125 para. (7) and Article 126 para. (4) of Law no. 171 of 11.07.2012 "On the capital market" (Official Gazette of the Republic of Moldova, 2012, no. 193-197, art. 665), Article 49 para. (12), Article 55, Article 83 para. ( 24) and para. (25) 86 para. (11) and para. (12), Article 87, Article 89, Article 91 of Law nr.1134-XIII from 02.04.1997 "on the societies shares "(republished in the Official Gazette of the Republic of Moldova, 2008, no.1-4, article 1)
National Securities Commission FINANCIAREHOTĂRĂŞTE
:

1. The Regulation on information disclosure by issuers of securities in the Annex.
2. Be repealed:
- National Financial Market Commission Decision no. 18/10 from 14.05.2010 "On approval of Instruction on the content, compilation, presentation and publication of the annual report on the securities of the joint stock company" (Official Gazette of the Republic of Moldova, 2010, nr.150-152 , art.539), as amended and supplemented;
- Annex 2 "Rules on how information disclosure events and actions affecting the financial and economic activity of the open joint stock companies" the National Securities Commission Decision No. 17/6 from 28.06 .2001 "on approval of normative documents concerning the presentation of specialized reports of open joint stock companies" (Official Gazette of the Republic of Moldova, 2002, No. 4, Article 8), as amended and supplemented.
March. Issuers whose securities are traded outside the regulated market and / or outside the multilateral trading system, will present the National Commission of Financial Market Annual Report (Form No.10) for 2015 in the period up to 01.06.2016.
4. This decision shall enter into force on the date of publication.


COMMISSION VICE NATIONAL FINANCIAL MARKET Iurie FILIP

N. 7/11. Chisinau 12 February 2016



Appendix to the Decision of the National Commission of Financial Market

No.7 / 11 of February 12, 2016



Approved Approved by Ministry of Finance by the Decision of the National Commission of the Republic of Moldova
Financial Market
No. 61 of 05.05.2016 No. 7/11 of February 12, 2016



REGULAMENTULcu on disclosure of information by issuers of securities

Rules on disclosure of information by issuers of securities (hereinafter - Regulation) partially transposes Directive nr.2004 / 109 / EC of 15 December 2004 of the European Parliament and of the Council on the harmonization of transparency requirements in respect information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34 / EC, published in the Official Journal of the European Union no. L 390 of 31 December 2004.
Chapter I General


1. This Regulation was developed in accordance with Law No. 192-XIV of 12 November 1998 'on the National Commission of Financial Market "Law nr.1134-XIII of 2 April 1997" On Joint Stock Companies "(hereinafter - the Law nr.1134 -XIII April 2, 1997), Law # 171 of 11 July 2012 "capital market" (hereinafter - Law # 171 of 11 July 2012) and accounting Law no.113-XVI of 27 April 2007 (hereinafter - Law no.113-XVI of 27 April 2007).
2. This regulation establishes content and the disclosure of information by the following categories of issuers of securities:
1) issuer that meets the criteria of public interest entities;
2) the issuer whose securities are admitted to trading on the multilateral trading system (hereinafter - MTF);
3) the issuer whose securities are traded outside the regulated market and / or MTF.
March. This Regulation shall not apply to:
1) central and local public authorities;
2) issuers that have issued depository receipts in Moldova.

4. The issuer of securities take necessary measures so that the information publicly disclosed in accordance with Law # 171 of 11 July 2012, Law nr.1134-XIII of April 2, 1997
current Regulation, to remain available to the public for a period of at 5 years.
May. Terms and expressions used in these Rules have the meaning provided in the Act of 11 July 2012. # 171

Chapter IIDezvăluirea information by public-interest entity Section 1. General Provisions

June. Public-interest entity is obliged to publish in accordance with Law # 171 of 11 July 2012 and the present Rules:
1) the annual report;
2) the quarterly report;
3) interim management statements;
4) events affecting the economic and financial activity;
5) the constitutional documents;
6) information concerning major holdings of shares (in accordance with Chapter V of this Regulation).
July. The information made public in accordance with section 6 must be accurate, complete and correct.
August. Public-interest entity is required to disclose the information provided for in section 6 through formal mechanisms of storing information in electronic form on its website (indicating the date of placement and updating).
September. Association of a public interest entity may permit disclosure of information in one or more newspapers circulated. In this case, the entity shall publish a press release through which investors and shareholders are informed about the availability of publicly disclosed information. The press release is transmitted simultaneously by the National Commission of Financial Market (hereinafter - National Commission) and the operator of the regulated market where securities are traded.
10. The National Commission has the right to require the issuer and / or persons referred to pct.44 and pct.46 to publish under section 8 and Section 9 and / or the National Commission to submit information and documents, if it considers it necessary to inform investors . In this case, the person must comply with the request of the National Commission no later than 4 working days from receipt of the request.
11. Where issuers and / or persons (who acquired or alienated according pct.44 Securities and pct.46) which were required to disclose the information does not comply with the request of the National Commission to publish certain information, National Commission the right to apply sanctions in accordance with the laws and make that information public after hearing of issuers and / or persons if it holds.
12. National Commission may request the audit firm of public interest entity and the entity to present the National Commission public information and documents, if it considers it necessary to inform investors.
13. If the entity of public interest hearing is impossible, the National Commission publicly disclosing that the indication of the impossibility of hearing public interest entity.
14. Issuer, securities of which are admitted to trading on a regulated market shall comply with the requirements for disclosure of information under the rules of the markets where they are traded.
15. After receiving information regulated market operator shall publish on its website the information in question in accordance with rules and regulations.
Section 2. Disclosure annual report


16. The annual report contains:
1) annual financial statements;
2) the auditor's report;
3) management report (under Article 29, para. (5) and Art. 31 para. (1) of Law No.113-XVI of 27 April 2007) is presented by public interest entities and will include :
3.1. Actual development and performance of public interest entity's activities and the group of public interest entities (the entity public policy description on dividends). Indicating the amount of dividends announced / paid / unpaid past 3 years;
3.2. description of the principal risks and uncertainties facing the entity and group of entities of public interest;
3.3. information on environment and professional opportunities for employees;
3.4. any important events that occurred during the reporting period in accordance with the requirements of Law nr.1134-XIII of 2 April 1997 and Law # 171 of 11 July 2012;

3.5. development prospects of the entity of public interest group Public interest entities;
3.6. activities of public interest entity and group of entities of public interest in research and development;
3.7. information on the redemption, acquisition, transfer of own shares information on conversion, fractionation or consolidation of securities from previous programs;
3.8. information on the existence of public interest of its subsidiaries;
3.9. a chapter on corporate governance, which will be included as a separate document and management report will contain information about:
a) Corporate governance code applied by public-interest entity, with reference to source and place of publication;
B) the degree to which public-interest entity complies or not the provisions of the Code of Corporate Governance (Declaration 'comply or justify "the governance code corporate systems);
C) internal control systems and risk management of public interest entity and the consortium of public interest entities;
D) the powers and rights management bodies, shareholders, other holders of securities of the entity of public interest and how to exercise these powers and rights;
E) the composition, functioning and structure of governing bodies of public interest entity;
F) significant transactions with shares in the entity of public interest (share of which makes up at least 5% of the shares issued by public-interest entity);
4) The statements of the persons responsible entity of public interest - the statements of the persons responsible entity of public interest shown indicating their name and title, which confirms that these people, in their view, the annual financial statements are prepared in accordance with current legislation and provides an accurate picture of the assets, financial position and financial performance of the entity of public interest that the management report presents fairly the progress and results of the entity of public interest and a description of the principal risks and uncertainties facing public-interest entity.
17. Public-interest entity will publish the annual report for the previous reporting period within before April 30 of each management period.
18. The standard model of the annual report is presented in Annex 1 to the Regulation.
19. Form No. 1 of this Regulation shall be submitted exclusively to the National Commission within the period specified in item 17.
Section 3. Disclosure of half-yearly report


20. Half-yearly report will contain:
1) half-yearly financial statements;
2) report the review of financial statements (if applicable);
3) the interim management report, which will include at least:
a) important events that occurred during the semester and their impact on economic and financial situation of public interest entities and entities they control and a description of the main risks for the next semester;
B) description of the entity public policy regarding dividends. Indicating the amount of dividends announced / paid / unpaid past 3 years;
C) a description of any activities of public interest entity purchase / disposal of own shares or conversion, fractionation or consolidation of securities from previous programs;
D) information on significant transactions with public interest entity's shares (share which makes up at least 5% of the shares issued by public-interest entity);
4) The statements of the persons responsible entity of public interest, indicating their name and title, which confirms that these people, in their view, half-yearly financial statements are prepared under current legislation and provides an accurate picture of the elements economic, financial position and financial performance of the entity of public interest, and confirms that, in their view, interim management report presents fairly the progress and results of public interest entity's activities.
21. If the half-yearly financial statements have been revised, the half-yearly report will be published auditor's review report. If the half-yearly financial statements have not been reviewed, the entity shall specify this in the quarterly report.

22. Public-interest entity will publish quarterly report after the end of the first half of the reporting period, but not later than 2 months after the end of the semester.
23. The standard model of half-yearly report is presented in Annex 1 to the Regulation.
24. Form No. 2 of the Regulation of the National Commission presented exclusively within the period prescribed in item 22.
Section 4.

interim management statements
25. Interim management statements relate to the period between the beginning of the semester and publication of the declaration and contain information on:
1) general description of events and transactions in securities of public interest entity conducted during the relevant period and their impact on public interest entity's activities or entities they control;
2) general description of the financial position and financial performance of the entity of public interest entities they control.
26. The entity of public interest at the request of the regulated market or on its own initiative, published quarterly, is not obliged to publish interim management statements.
27. Public-interest entity is required to publish interim management statements during the first semester and throughout the second semester.
28. Intermediate statements shall be published within a period beginning 10 weeks from the beginning of the semester and ends with six weeks before the end of the semester.
Section 5. Disclosure regarding

events and actions that affect or might affect
public entity or its securities price

29. The public entity is obliged to publish information on events that affect or may affect its activity or price of the securities, events that include without limitation:
1) any change in the rights attached to different classes of stock securities issued by public-interest entity and derivatives that provide rights to shares;
2) public offering of securities made by public-interest entity and their results;
3) Payment of dividends (published within 7 working days in the media set the status of the entity);
4) conversion, fractionation or consolidation of securities from previous programs (presented National Commission within 15 calendar days);
5) general meeting of shareholders or the board's decision to refuse to convene the general meeting of shareholders and the reasons neconvocării;
6) decisions of the general meeting of shareholders, including information regarding the General Meeting of Shareholders that did not take place due to lack of quorum;
7) changes in the governing bodies of public interest entity and the causes that generated:
a) changes in the management bodies (eg .: the collegial executive body unipersonal lack entity board etc. );
B) changes in the duties of governing bodies;
C) persons in positions of responsibility resignation;
D) early termination of powers of governing bodies;
E) other changes;
8) any modification of the audit firm and the company registry and causes that led to such change;
9) disputes involving public-interest entity and that the settlement could have a negative impact on it;
10) decision of reorganization and initiation of any procedure of insolvency / dissolution of the entity of public interest, and / or initiating any procedure for reorganization and insolvency / dissolution of the legal person that controls or is controlled entity of interest public;
11) off-balance sheet operations with significant effects on the financial performance of public interest entity;
12) approving decisions on large transactions and transactions with conflict of interest (published in the media entity status provided for within 7 working days and additional public interest entities - are placed electronically on website of the entity within 3 working days);
13) introducing a new service or moving into new lines of business;

14) changes in control of the public and any arrangements likely to determine future changes in control of it, to the extent that such events are known entity;
15) acquisition or withdrawal / suspension of licenses, patents, trademarks or other intellectual property rights if they have a significant impact on the activity of public interest entity;
16) limit or suspend the voting rights of shareholders in the general meeting of shareholders, under the legislation in force;
17) other events and actions that affect or might affect public entity or the price of its securities.
30. All information provided in pct.29 be published in the shortest time possible, but no later than 7 working days from the date of their appearance. The information referred to pct.29 subpct.3) subpct.4) and subpct.12) to be further disclosed in the manner prescribed in points concerned.
31. The standard model of information on events and actions that affect or might affect public entity or its securities price shown in Annex 2 of the Regulation.
32. Forms 3-5 of the Regulation will be presented exclusively National Commission within the deadline set in pct.30.
Section 6. Establishment Act


33. Public-interest entity is obliged to publish:
1) public interest entity status within one month of state registration of the entity of public interest, but not later than the date of the initiation of a public offering or procedure admission to trading on a regulated market;
2) any amendments and additions to public entity status within the 15 working days from the date of their registration at the State Registration Chamber;
3) The complete text of the public entity status when amending or supplementing them, within the 15 working days from the date of registration at the State Registration Chamber.

Chapter IIIDezvăluirea information by the issuer whose securities are traded
an MTF

34. Issuers whose securities are traded on an MTF, will publish information on the terms and conditions set out in Section 2 (except ratio management), Section 5, Section 6 of Chapter II and the terms and conditions set out in Chapter V nr.2-4 accordance with Annexes.
35. The information will be disclosed to the public in one or more newspapers circulated stipulated in the charter or in electronic form on its website (if available) or through formal mechanisms of storing information.
36. Information on events affecting the issuer's financial and economic activities referred to pct.29 subpct.1) -8) subpct.10) subpct.12) -13) subpct.17) will be required publicly disclose. However, the decision of the competent bodies of the issuer, but to inform all shareholders about the decision approved issuers may not publicly disclosed information referred to pct.29 subpct.9) subpct.11) subpct.14) subpct.15).
37. The information specified in pct.29 will be disclosed publicly as soon as possible, but no later than 7 working days from the date of occurrence, except as provided in subpct.4), presented the National Commission within 15 days calendar to subpct.3) and subpct.12), to be published within 7 working days in the media provided by the charter.
38. Information publicly disclosed as required in this chapter are given compulsory National Commission under the Regulation nr.4-9 forms on paper, accompanied by a letter which will contain general information concerning the issuer of securities, including web page address ( if any) and e-mail to its source of disclosure and signature of the persons in positions of responsibility and wet stamp of the issuer of securities.
39. The issuer whose securities are traded in the MTF will send the system operator that manages the MTF information system operator according to the regulations.

Chapter IVDezvăluirea information by the issuer whose securities are traded
outside
regulated market and / or MTF


40. In order to monitor the financial situation of the issuer whose securities are traded outside the regulated market and / or MTF, and ensure compliance with legislation, issuers whose securities are traded outside the regulated market and / or MTF will present the National Commission within before April 30 of each management period information for the previous reporting period in accordance with form No. 10 of these Regulations, to which is attached a copy of the balance sheet (shown NBS). The issuer of securities circulation which is in accordance with Article II par. (3) of Law No. 163-XVI of 13 July 2007, will present the National Commission Form No.10, without attaching a copy of the balance sheet.
41. Within the period specified for pct.40, the issuer will submit on paper copy registry company balance sheet (shown NBS), the last reporting period.
42. The information specified in pct.29 subpct.3) and subpct.12) published by the issuer within 7 working days in the media stipulated by the charter, and those referred to pct.29 subpct.4) presents the National Commission within 15 calendar days. However, the decision on dividend payment by the issuer, securities circulation of which is in accordance with the provisions of Article II par. (3) of Law No. 163-XVI of 13 July 2007 will be notified to each shareholder in the as soon as possible, but no later than 7 working days from the date of adoption, and also it can be published by the decision of general meeting of shareholders.

Chapter VDezvăluirea information on major holdings of shares

43. Requirements set out in this chapter apply to the issuer of securities representing public interest entity and issuer whose securities are admitted to trading on the MTF.
44. Shareholder who has acquired or alienated shares with voting rights or securities that can be converted into shares with voting rights of an issuer of securities must notify the issuer of the securities and the National Commission about this fact, later than 4 working days from the date of acquisition or disposition if after this transaction reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 33%, 50% , 66%, 75% and 90% according to form no.6 of this Regulation.
45. The requirements of this Chapter applicable market maker's limits are reached pct.44 established if it does not intervene in the management of the issuer of the securities in question and does not exert influence to determine the issuer of securities to acquire these shares or support price.
46. People with officials of the issuer who individually or together with persons that have a close link acquired or alienated shares with voting rights or securities that can be converted into shares with voting rights of the issuer must notify issuer securities and the National Commission about this fact no later than 4 working days from the date of acquisition or disposition of securities, according to the form no.7 of this Regulation.
47. Securities holders are obliged to inform the issuer of the securities and the National Commission under the terms of pct.44 and pct.46, including as a result of conversion operations, fractionation or consolidation, legacy or succession publishing information according to Appendix 3 to the current regulation.
48. Within 4 working days, provided the pct.44, pct.46 and pct.47 is calculated from the day following the date on which the holder of securities:
1) a registered person or by representative, acquisition or alienation securities falling under requirements established in this chapter;
2) has knowledge acquisition or disposal or possibility to exercise voting rights, or, given the circumstances, ought to take notice, whatever the date on which the acquisition, alienation or possibility to exercise voting rights takes effect or
3) take cognizance of operations that generate notification obligation, other than those specified in the purchase or alienation subpct.2) of this section.

49. The requirements set out pct.44-48 apply natural or legal person to the extent that this person has the right to acquire, dispose of or exercise voting rights in one of the following situations or if a combination of these:
1) voting rights held by a third party with whom the person has entered into an agreement whereby it undertakes to adopt, through an exercise concerted voting rights they hold, a lasting political common in regard to the management of the issuer the securities in question;
2) voting rights held by a third party under an agreement with the person who provides temporary transfer for consideration of the voting rights in question;
3) voting rights are attributed to shares deposited as collateral attached to this person, provided that it controls the voting rights and declares that it intends to exercise;
4) The voting rights are attributed to shares of which that person has the usufruct;
5) the voting rights are held or can be exercised in accordance with subpct.1) -4) by an issuer of securities held by that person;
6) voting rights are attached to the shares deposited with that person, who can exercise discretion, if it does not receive special instructions from the shareholder;
7) voting rights held by a third party in its own name or on behalf of such person;
8) this person can exercise the voting rights as trustee and discretion if it does not receive special instructions from the shareholder.
50. Voting rights is calculated based on all shares with voting rights outstanding, even if the exercise of some or all voting rights suspended. Also, the notification must be made in relation to all shares of the same class, who vote.
51. The issuer of securities receiving notifications from shareholders holdings under pct.44 is required to publish within 3 working days a report in accordance with Annex 3 to this Regulation.
52. The issuer of securities shall be made public not later than 5 business days, as provided for in this Regulation, the acquisition / alienation (either directly or through a person acting on behalf of the issuer of securities) of its shares if the issuer securities reaches, exceeds or falls below 5% or 10% of total voting rights. Information on acquisition / alienation of its own shares is presented by the issuer of the National Commission within 15 days, in accordance with Annex 3 to this Regulation.
53. Any information publicly disclosed as required in this chapter is presented the National Commission and the issuer in accordance with No.6 and No.7 forms of this Regulation.
Additional information Chapter VICerinţe

applicable to all issuers of securities

54. Any issuer of securities, which falls under the provisions of this Regulation and is obliged to publicly disclose information will ensure equal treatment for all shareholders who are in the same situation.
55. The issuer of securities shall provide all necessary facilities and information to enable shareholders to exercise their rights and protect the integrity of information.
56. The issuer of securities falling under this Regulation shall be entitled to publicly disclose other information than provided for in the Regulations, within the legislation on access to information, trade secrets, protection of personal data and other provisions relevant legislation.
57. Responsibility information disclosure by issuers of securities lies with the executive body of the issuer.
58. The issuer of securities held liable under the law for the truthfulness of the information published and / or presented National Commission.
59. Documents will be published must be approved by the governing bodies (as competence) of the issuer of securities.
60. The documents submitted on paper National Commission pursuant to this Regulation to be confirmed by applying a handwritten signature by governing bodies (as competence) of the issuer of securities and stamp wet issuer of securities.



Final Chapter VIIDispoziţii
61. Under this Regulation shall only be processed personal data strictly necessary and not excessive set purpose, ensuring a degree of security and confidentiality appropriate regarding the risks presented by the processing and the nature of the data, according to the principles established by the legislation on data protection personal.
62. Failure to comply with this Regulation shall entail liability under the law.
Annex 1

Annex 2


Annex 3
Annex 4.



Form no.1

Form No.2

Form No.3

Form No.4

Form No.5

No.6 form

Form No.7

Form No.8

Form No.9
Form No.10