on the steps, timelines, procedures for cancellation of shares and issuance of new shares in the insurance company "ALLIANCE INSURANCEGROUP" S.A.



Published: 30.12.2016 in Official Gazette No. 478-490 art Nr: 2252 date of entry into force: 23.12.2016 in ensuring the execution in accordance to the provisions of article 29, paragraph 1. (6) of the law No. 407-XVI dated 21.12.2006 "insurance" (hereinafter referred to as Law No 407 of 21.12.2006) (Official Gazette of the Republic of Moldova, 2007, no. 47-49, article 213) and 2 of the Decision of the National Commission of financial market nr. 47/1 of 16.09.2016 "on some significant steps towards the shareholders of the company" ALLIANCE insurance "INSURANCE GROUP" (Official Gazette of the Republic of Moldova, 2016, nr. 315-328, 1556), in accordance with article 1 para. (1), article 3, article 8 b) and subparagraph (c). t), art. 9 para. (1) (a). (d)), article 21 paragraph 1. (1), article 22 para. (3) and para. (2) of law No. 192-XIV of 12.11.1998 "Concerning the National Commission for financial market" (republished in the Official Gazette of the Republic of Moldova, 2007, nr. 117-126 BIS), art. 29 para. (8) of Law No 407 of 21.12.2006, article 1, article 7 para. (10) and article 23 of the law No. 171 of 11.07.2012 "capital market" (Official Gazette of the Republic of Moldova, 2012, no. 193-197, 665), law No. 1134-XIII of 02.04.1997 "joint stock companies" (republished in the Official Gazette of the Republic of Moldova, 2008, no.1-4, art. 1), the instruction concerning the State registration of securities approved by the decision of the National Commission of financial market nr. 9/9 from withing (Official Gazette of the Republic of Moldova , no. 170-175, art. 987), and the rules of the regulated market, supported by the decision of the National Commission of financial market nr. 23/3 of 08.05.2015 "on the issue of market operator licence and authorisation of regulated market stock Company" STOCK EXCHANGE of Moldova "(Official Gazette of the Republic of Moldova, 2015, nr. 115-123, art. 758), NATIONAL COMMISSION of financial market DECIDES: i. insurance company" ALLIANCE INSURANCE GROUP "JSC (hereinafter submitter) securities placed of which fall within the scope of the provisions of article 29, paragraph 1. (6) and paragraph 3. (8) of law No. 407-XVI dated 21.12.2006, will undertake the following measures: 1. The Executive Body of the issuer, within 15 calendar days after having approved the decision on the cancellation of shares and issuing new shares, will be submitted to the National Commission of financial market following documents: 1.1. application for cancellation of the shares with the previous restructuring programs and issuance of additional shares at the same number and the same class;
1.2. the Executive Body's decision on canceling the shares of the issuer and the issue of new shares, with exposure to the sale;
1.3. a copy of the annual financial statements of the issuer/semianuale (National Bureau for statistics);
1.4. original (originals) of the certificate of State registration of securities;
1.5. a copy of the payment order regarding payment of fees and disbursements in accordance with the annex to the decision of the Parliament approving the budget of the National Commission of financial market for that year.
2. The National Commission for financial market, within 15 calendar days from the date of submission by the issuer of the application and all documents referred to in paragraph 1 of this decision:-will be making entries in the State Register of securities regarding the cancellation of the shares with the previous restructuring programs and issuance of the certificate of State registration of securities issues and restructured;
-will register in the State Register of securities shares issued from the issue of additional shares and will issue the certificate of State registration of securities.
3. pursuant to the decision of the executive body of the issuer and of the decision of the National Commission of financial market, the company registry which maintains the register of holders of securities issued by the issuer and investment companies that keep track of the securities which have become incidents article 29, paragraph 1. (6) of Law No 407 of 21.12.2006, within 3 calendar days, will cancel the accounts of holders of the securities in question.
4. register company which maintains the register of holders of securities issued by the issuer, within the period referred to in point 3, will introduce the issuer's register of shareholders at the expense of additional issue related entries of shares before the sale of the shares newly issued and/or the acquisition by the issuer of the shares in question.
4.1. New Shares will be issued-expose for sale on a regulated market.
5. the decision of the executive body of the issuer in connection with the issue of shares will also contain information about: price and the method of determining the sale price of the shares in the newly-issued, their exposure to stock and the conditions under which the price can be modified (for example, where after the first exposure to the sale shares shall not be sold, the Executive Body may decide by the gradual reduction of the price). Within 15 calendar days after the records referred to in point 4, the Executive Body will reveal to the public the information regarding the date of commencement of sale of shares newly-issued issuer (by placing the opinion respectively on the official website of the issuer, be examined, the stock exchange of Moldova and the publication of the opinion in the press organ established in the statutes of the issuer).
5.1. Initial Price exposure to the sale of shares will be established by the executive body of the issuer in accordance with the law.
5.2 Purchase newly issued shares shall be made in compliance with the provisions of article 29, paragraph 1. (3) of Law No 407 of 21.12.2006.
5.3. The amount received from the sale of the newly-issued shares will be given to former owners (in proportion to the number of shares held by each shareholder in relation to the total number of shares cancelled), after retaining the costs of sale, including additional fees on the issue of shares and of the amounts of fines which have been applied.
6. If, within 12 months before the date of the exposure towards the sale of newly issued shares have not been sold, or were sold partly, the executive body of the issuer, within 15 calendar days of the expiry of that period, you will take the decision to purchase the shares in nevîndute in order to reduce the share capital through the cancellation of shares concerned and the transferring these monetary means former owners after forfeiture proceedings expenses and reserve amounts of fines that have been applied to them. Cancellation of nevîndute shares and reduction of the share capital of the issuer shall be made only after obtaining the consent of the National Commission of Financial Market.
7. Within 30 days from the date of approval of the issuer's Executive Body decision on the reduction of share capital through the cancellation of shares acquired with the previous restructuring programs, for inclusion in the State Register of securities changes and issuance of the certificate of State registration of securities, the issuer shall submit to the National Commission of financial market following documents: 7.1. application for registration of amendments;
7.2. the Executive Body's decision on canceling the shares in question;
7.3. the extract from the account of the issuer of the number of shares purchased;
4.6. a copy of the opinion on the reduction of share capital, published in the Official Gazette of the Republic of Moldova;
7.5. the original (originals) of the certificate of State registration of securities;
4.7. a copy of the annual financial statements of the issuer/semianuale (National Bureau for statistics);
7.7. a copy of the payment order regarding the size of the fee set out in the annex to the decision of the Parliament approving the budget of the National Commission of financial market for that year.
8. The control over the execution of the given decision is put in charge of the Directorate-General, insurance supervision Directorate Directorate-General monitoring and supervising issuers of securities.
II. this decision shall enter into force on the date of its adoption, shall be published on the official website of the National Commission of financial market (www.cnpf.md) and in the Official Gazette of the Republic of Moldova.



VICE-CHAIRMAN of the NATIONAL COMMISSION of FINANCIAL MARKET Karen Fahie