Law No. 24 Of March 21 2017Privind Issuers Of Financial Instruments And Market Operations

Original Language Title: LEGE nr. 24 din 21 martie 2017privind emitenţii de instrumente financiare şi operaţiuni de piaţă

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$20 per month, or Get a Day Pass for only USD$4.99.
Law No. 24 of March 21, 2017 regarding issuers of financial instruments and financial ISSUER PARLIAMENT Published in MONITORUL OFICIAL nr. 213 of 29 March 2017, the Romanian Parliament adopts this law.


Title I General provisions Article 1 (1) this Act establishes the legal framework applicable to market operations with financial instruments that are admitted or to be admitted to trading on a regulated market or traded on a multilateral trading system, or on an organized system of trading supervised by the Financial Supervision Authority, the A.S.F. as well as the issuers of such securities, takeover bids for the Securities and operations relating to market abuse.

(2) this Act applies to the activities of issuers and the operations referred to in paragraph 1. (1), held in Romania, as well as some situations expressly provided for in this law and the regulations issued pursuant thereto in which the activities and the operations referred to in paragraph 1. (1) is carried out in the territory of another State.

(3) the competent authority is A.S.F. apply provisions of this law, by exercising the prerogatives set forth in the Government Emergency Ordinance nr. 93/2012 on the establishment, organization and functioning of the Financial Supervisory Authority, approved with amendments and completions by law No. 113/2013, as amended and supplemented.

(4) the provisions of this Act do not apply to money market and foreign exchange instruments which are regulated and supervised by the National Bank of Romania, hereinafter the B.N.R., Government securities which are issued by the Ministry of public finance, hereinafter M.F.P., as well as derivative financial instruments having as underlying asset in such instruments, the interest rate or exchange rate respecting the provisions of article 7. 109-112. (5) the provisions of this law shall not apply in the case of the management of the public debt, including borrowing operations of government debt and risk management of debt portfolio, involving M.F.P., B.N.R., finance ministries, agencies for the administration of the public debt and the central banks of the Member States and other national entities in the Member States with similar functions and other national entities in the Member States and other public entities.


Article 2 (1) within the meaning of this law, the terms and expressions below have the following meanings: 1.
shareholder-any natural person or legal entity which is subject to public or private law, which holds, directly or indirectly: (a) shares of the issuer) in their own name and on its own account;
  

b) shares of the issuer in its own name but on behalf of another natural person or legal entity;
  

c) deposit certificates representing securities, in which case the holder of the certificate of deposit is considered the holder of the shares represented by the certificate;
  

  

2. significant shareholder-the person or group of persons acting in concert and that holds directly or indirectly a participation of at least 10% of the share capital of a company or of the voting rights;
  

3. formal agreement-an agreement has been completed under the legislation of compulsory applicable;
  

4. electronic-electronic media, including digital compression, storage and transmission of data via cable, radio waves, optical technology, or any other electromagnetic means;
  

5. the emissions certificate a certificate of emission of greenhouse gases as defined in art. 3 (a). b) of the Government Decree No. 780/2006 on the establishment of the system of trading emissions of greenhouse gases, with subsequent modifications and completions;
  

6. spot on goods contract-a contract as defined in article 10. 3 paragraphs 1 and 2. (1) section 15 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 regarding market abuse (regulation on market abuse) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Council directives 2003/124/EC, 2003/125/EC and 2004/72/EC, hereinafter referred to as Commission Regulation (EU) No. 596/2014;
  

7. legal entity-body, and any entity without legal personality, in accordance with the law;
  

8. JOHN-the European Securities and markets, established by Council Regulation (EU) No. 1.095/2010 of the European Parliament and of the Council of 24 November 2010 establishing the European Supervisory Authority (European Securities and markets), amending Decision No. 716/2009/EC and repealing Decision 2009/77/EC, hereinafter referred to as Commission Regulation (EU) No. 1.095/2010;
  

9. the subsidiary company controlled by one-parent undertaking, including any subsidiary of parent company that drives them;
  

10. investment firm-any legal person whose principal activity consists in providing one or more investment services on behalf of third parties and/or in the performance of one or more investment activities on a professional basis, including a service company authorised by the financial investment A.S.F.;
  

11. market maker-a person who is available on a continuous basis in the financial markets to trade on their own account by buying and selling financial instruments by employing capital and reserves at prices fixed by it;
  

12. group-a parent and all its subsidiaries;
  

13. the reference index the reference value-as is laid down in art. 3 paragraphs 1 and 2. (1) section 29 of the Regulation (EU) No. 596/2014;
  

14. regulated information-all information which the issuer or any other person who has applied for, without its consent, the admission of securities to trading on a regulated market shall be obliged to communicate/bound in accordance with the provisions of this law and the regulations issued pursuant thereto A.S.F.;
  

15.

essential information-fundamental information and structured properly to be provided to investors to enable them to understand the nature and risks of the issuer, the guarantor and the securities which are offered or admitted to trading on a regulated market and, without prejudice to art. 17 para. (4) (a). (b)), to decide which are offerings of securities which take them into account. With respect to the offer and the securities in question, the essential information includes the following information: a) a brief description of the risks associated with the issuer and of any guarantor, and of the main characteristics of the goods, including assets, liabilities and financial position;
  

b) a brief description of the risks associated to the key features of the investment in the securities in question, including any rights attaching to such securities;
  

c) General conditions of supply, including estimated expenditure charged to the investor by the issuer or the offeror;
  

d) details of admission to trading;
  

e) reasons for the offer and the destination of the income resulting from the bid;
  

  

16. credit institution-defined entity. "". (1) section 1 of the Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 concerning prudential requirements for credit institutions and investment firms amending Regulation (EU) No. 648/2012, hereinafter referred to as Commission Regulation (EU) No. 575/2013;
  

17. financial instruments: a) securities;
  

b) money market instruments;
  

c) shares in affiliated undertakings for collective investment;
  

d) options, futures, swaps, forward rate agreements and any other derivative contracts in relation to transferable securities, currencies, interest rates or yield, emission allowances or other derivative instruments, financial indices or financial indicators, which may be settled physically or in monetary funds;
  

e) options, futures, swaps, forwards and any other derivative contracts in relation to goods which have settled in monetary funds or can be settled in money funds at the request of either party, other than in the event of non-payment or other incident that lead to termination;
  

f) options, futures, swaps and other derivative contracts in relation to commodities that can be physically settled provided that they are traded on a regulated market, within the framework of a multilateral trading system or of an organized system of trading, with the exception of wholesale energy prices traded on an organized trading system to be physically settled;
  

g) options, futures, swaps, forwards and any other derivative contracts in relation to commodities that can be physically settled, not included in the category of those referred. f) and having no commercial purposes, which have the characteristics of other derivative financial instruments;
  

h) derivative instruments for transfer of credit risk;
  

(I) financial contracts for differences);
  

j) options, futures, swaps, forward rate agreements and any other derivative contracts in relation to climatic variables, freight rates or inflation rates times other economic indicators, to be settled in money or funds can thus be settled at the request of either party, other than in the event of non-payment or other incident that lead to termination, and any other derivative contracts in connection with active rights, obligations, indices or measures not included in this definition, which have the characteristics of other derivative financial instruments, taking into account, inter alia, provided that they are traded on a regulated market, an organized system of trading or a multilateral trading system;
  

k) emissions certificates as defined in point 5;
  

  

18. derivative financial instruments-instruments referred to in point 17 lit. d)-j);
  

19. money market instruments-categories of instruments that are traded in the money market, such as Treasury certificates, certificates of deposit and the effects of trade, with the exception of instruments of payment;
  

20. intermediaries-investment services firms authorised by the financial institutions credit A.S.F. authorized B.N.R., in accordance with applicable banking law, as well as their nature entities authorised in Member States or non-Member State to provide investment services and activities;
  

21. qualified investors-persons who, in accordance with the regulations: (a) A.S.F.) fall into the category of professional clients;
  

b) are treated, upon request, as customers recognised as professional or contrapărţi are eligible, unless they have requested not to be treated as professional clients. Investment firms and credit institutions shall inform the issuer, upon request, with regard to their classification, without prejudice to the relevant data protection legislation;
  

  

22. instead of trading a regulated market, multilateral trading system a or an organized system of trading;
  

23. the public offer of securities-corporate communication, in any form and by any means, presenting sufficient information about the terms of the offer and the securities offered, so as to allow the investor to take a decision regarding the purchase or subscription of such securities. This definition applies also in the event of placement and securities through financial intermediaries;
  

24. public offer to take charge of a mandatory or voluntary public offer, except in the case of an offer made by the company concerned, addressed to the holders of the securities of a company to purchase these securities or any part of them, which occurs as a result of or is aimed at the acquisition of more than 33% of the voting rights on society in accordance with applicable law;
  

25. the bidder or the person who initiates an offer-the natural person or legal entity that offers securities to the public or offering to buy securities;
  

26. collective investment undertaking other than the closed-end-funds and investment firms: a)

which have as their object the collective investment of funds from the public and whose operation is subject to the principle of risk-spreading and b) whose securities are, at the request of their holders, repurchased or redeemed, directly or indirectly, on the basis of the assets of these undertakings;
  

  

27. parties involved in the tender offeror, the members-leadership bodies of the offeror, where it is the object of the takeover company, holders of securities of the company and members of the management organs of the company object of the take-over, and persons acting in concert with them;
  

28. person-an individual or legal entity;
  

29. any person controlled legal entity:-a) in which a natural person or a legal entity has a majority of the voting rights or b) in which a natural person or a legal entity has the right to appoint or remove a majority the members of the administrative bodies, management or supervisory body, being at the same time a shareholder or member of the person concerned or c) where a natural person or a legal entity is a shareholder or member and alone controls by virtue of an agreement concluded with other shareholders or members of the person concerned, the majority of voting rights of the shareholders or members or d) over which a natural person or legal entity has the power to exercise, or actually exercises, dominant influence or control;
  

  

30. persons acting in concert-individuals or legal entities who cooperate on the basis of a formal agreement or acquiescence, either orally or written, to pursue a common policy in relation to an issuer;
  

31. regulated market-a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together, under the system and in accordance with its non-discretionary rules, multiple interests, buying and selling of financial instruments of third parties in a manner which leads to the conclusion of contracts with financial instruments admitted to trading on the basis of rules and/or systems, and which is authorised and functions regularly;
  

32. accepted market practices-some commercial practices which are accepted by the competent authorities of a Member State in accordance with the provisions of art. 13 of Council Regulation (EU) No. 596/2014;
  

33. energy product wholesale-wholesale energy a product as defined in article 10. 2 (4) of Regulation (EU) No. 1.227/2011 of the European Parliament and of the Council of 25 October 2011 on the integrity and transparency of the wholesale market;
  

34. Programme offer a plan that would allow the issuance, in a continuous or repeated manner during a specified period of time securities and/or classes like this one, other than the type of non-equity securities;
  

35. repurchase program-transactions with own shares in accordance with the national law applicable;
  

36. the multilateral trading system, hereinafter referred to as MTS-a multilateral system, operated by an investment firm or a market operator, which brings together, within the system and in accordance with its non-discretionary rules, multiple interests, buying and selling of financial instruments of third parties in a manner which leads to the conclusion of contracts;
  

37. organized trading system, hereinafter referred to as SOT-a multilateral system is not a regulated market or an SMT and where multiple interests can interact for buying and selling bonds, structured financial products as defined in article 2. 2 (2). (1) section 28 of the Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 may 2014 regarding financial instruments and markets amending Regulation (EU) No. 648/2012, emission allowances and derivatives of third parties in a manner which leads to the conclusion of contracts;
  

38. investment management company-company whose activity is mainly the management of collective investment undertakings;
  

39. the object of the takeover company-company whose securities are the subject of a takeover bid takeover;
  

40. the parent-company that controls one or more subsidiaries;
  

41.-stabilisation measure as defined in article 10. 3 paragraphs 1 and 2. (2) (a). (d) of Regulation (EU) No. 596/2014;
  

42. Member States-European Union Member States and other States belonging to the European Economic area;
  

43. debt-capital-shares and other securities similar to shares, and any other type of transferable securities giving the right to acquire as a result of their conversion or the exercise of rights conferred by them, to the extent that the values in the second category are issued by the same issuer or by a company which belongs to the Group of the said issuer;
  

44. securities other than equity-type securities all securities that are not equity securities;
  

45. debt securities-bonds and other forms of securitized debt which are negotiable, except securities equivalent to shares which, after their conversion or after exercise of the rights which it confers, leading to the emergence of a right to acquire shares or securities equivalent to shares;
  

46. the titles of an undertaking for collective investment-securities issued by that collective investment undertaking representing rights of the holders of such securities over assets of that undertaking for collective investment;
  

47. trading-algorithmic trading means financial instruments based on a computerized algorithm sets automatically, with minimal human intervention or without human intervention, some parameters, as well as individual orders initiating order, time of initiation, the price or quantity or manner in which the order should be managed after sending it, and does not include systems used solely for the purpose of targeting orders by one or more trading places processing orders, which do not involve the establishment of trading parameters of confirmation orders or processing of transactions executed posttranzacţionare;
  

48.

high-frequency trading-algorithmic trading technique characterized by: a) an infrastructure designed to minimize network latency periods or other types, with at least one of the following equipments related to the introduction of algorithmic order execution: colocation, hosting of proximity or direct electronic access;
  

(b) determination of system) through initiation, generation, targeting or execution of orders without human intervention for transactions or orders; and c) intrazilnice high rate posts, quotes or orders being cancelled;
  

  

49. The Treaty-the Treaty on the functioning of the European Union (TFEU), published in the official journal of the European Union, series C No. 326 of 26 October 2012;
  

50. Securities-financial classes which can be traded on the stock market, with the exception of instruments of payment, such as: a) shares issued by companies and other securities equivalent to shares issued by the company, as well as certificates of deposit taking as shares;
  

b) bonds and other forms of securitized debt, including certificates of deposit taking in support of such securities;
  

c) any other securities giving the right to buy or sell such securities or giving rise to a cash settlement, established in relation to transferable securities, currencies, interest rates or yield, commodities or other indices of the time units of measure;
  

  

51. securities with multiple voting-securities included in a distinct and separate category and giving each more than a vote;
  

52. securities issued in a continuous or repeated manner-debt securities of the same issuer, issued on a continuous basis or securities of a single type and/or category which have been the subject of at least two separate shows.
  

(2) for the purposes mentioned in paragraph 1. (1) section 30, until proof to the contrary, it shall be presumed that act in concert: a) to the person/persons controlled persons controlling and controlled persons with each other;
  

b) parent company together with its subsidiaries, or any of its subsidiaries of the same parent undertaking, as well as a legal person and a natural person or other legal entity that is in a relationship similar to that between a parent company and a subsidiary. Any subsidiary undertaking of a subsidiary undertaking shall be considered a subsidiary of the parent company;
  

c) a society with members of its Board of Directors/supervisors, with people who are involved in the management or control within it and with controlled, as well as those persons between them;
  

d) undertakings for collective investment management company with investment and with the parent company of investment management company, as well as collective investment undertakings managed by the same management company;
  

e) pension funds with the company management of those funds and to the parent company for the administration of these funds, as well as those entities;
  

f) the following: 1.
persons in carrying out economic transactions using financial resources given to the same source, or that come from the various entities that are in a controlling relationship. For the purposes of this letter, the concepts the same source and the various entities that are in a controlling relationship does not include credit institutions or other institutions who are engaged in an activity under a professional title lending, under conditions set by law;
  

2. persons conducting operations targeting economic benefits thus obtained to the same destination or to recipients who are individuals under the same control;
  

3. legal entities whose ownership structure, management or administration have mostly the same composition;
  

4. people who have adopted or adopted a similar investment policy, via the purchase of financial instruments issued by the same body or number of persons in a control relationship with the same legal person;
  

5. persons for the exercise of the voting rights conferred by the financial instruments held or designate as appointed trustee, Trustees respectively, the same person or persons are persons, and these persons with the trustee/Trustees concerned, given that these people do not give specific instructions on voting trustee/Trustees;
  

6. persons who have been associated in any legal form recognised by law, and the purpose or objective of the Association consists of operations that are in relation to one or more issuers;
  

7. persons possessing at the same time shares/shares to one or more legal entities in connection with exercising together control and pursuing a common policy;
  

8. persons who have carried out or scroll together, including through the controlled persons, a number of economic operations, with or without regard to the capital market;
  

  

g) spouses, relatives and family members up to the second degree of the natural persons referred to in subparagraph (a). the-c)) and f) with those individuals, and these individuals;
  

h) spouses, relatives and family members up to the second degree of a natural person other than that referred to in g) with that person, and such persons to each other.
  

(3) cooperation between shareholders in the event of any of the activities listed below does not, by itself, to conclude that shareholders acting in concert: a) discussions among those shareholders with respect to possible issues to be addressed with the Board of management/supervisory/leadership society;
  

b) presenting some points of the Board/supervisory/leadership society with regard to the policies, practices and certain guidelines on actions it might take into account;
  

c legal rights) shareholders, other than those relating to the appointment of members of the Board of Directors/supervisors: (i) to introduce the points on the agenda of the General Assembly;
  

(ii) to submit the draft resolution included points or proposed to be included on the agenda of the General Assembly; or (iii) to convene a general meeting other than an ordinary general meeting to be convened in accordance with the law, at least once a year;
  

  

d)

the agreement to vote the same way on a given decision of the general meeting of shareholders, except the one concerning the appointment of the Board of Directors/supervisors, in order to, for example: a. approves or rejects the: (i) a proposal concerning the remuneration of the members of the Board of Directors/supervisors;
  

(ii) a purchase or transfer of assets;
  

(iii) a reduction of share capital and/or redemption of shares;
  

(iv) a capital increase;
  

(v) the distribution of dividends;
  

(vi) appointing, replacing or auditors remuneration;
  

(vii) appointment of a special investigator;
  

(viii) financial statements of the company; or (ix) company policy in relation to the environment, or any other aspect relating to corporate social responsibility or compliance with recognized standards or codes of conduct; or b. reject a transaction with controlled.
  

  

(4) where shareholders engages in one of the activities referred to in paragraph 1. (3) any person who is, in fact, cooperation in order to pursue a common policy on the company, shareholders are considered to be persons acting in concert.

(5) pursuant to the provisions of paragraph 1. (1) section 29, the rights holder regarding voting, appointment and revocation are equivalent to the rights of any other person controlled by the shareholder and those of any natural person or legal entity acting, even in his own name to a shareholder or any other person controlled it.

(6) if the two-tier system of Administration to the Board of Directors of this law refers to the directorship.

(7) the A.S.F. may issue, on its own initiative or at the request of an interested party, administrative assessments encompassing reasoned in relation to the qualification of a person, institution, situations, information, operations, legal times negotiable instruments concerning the inclusion in, or exclusion from the scope of the terms and expressions with the meaning mentioned in paragraph 1. 1. (8) A.S.F. shall exercise their powers and competences conferred on it in accordance with the provisions of this law in any of the following ways: (a));
  

b) in collaboration with other authorities or entities on the market;
  

c) under its responsibility through delegation to other authorities or other entities on the market;
  

d) through the referral to the competent judicial authorities.
  

(9) In order to implement the provisions of the present law, A.S.F. has the following attributions and competences: a) check how compliance with legal obligations and duties of the trustees or, where appropriate, members of the Board of Directors, directors, directors, senior executives, Board members or members of the Executive Board of the times's legal representative, as well as other persons in connection with the operations of the issuers covered by this law;
  

b) to request the Board of Directors of issuers meeting its members or, as appropriate, the convening of the general meeting of shareholders, setting out the issues to be included in the agenda;
  

c) require the competent court to order convening of general meeting of shareholders, where the Board of directors fails to comply with the request made in accordance with subparagraph (a). b). The Court will resolve these requests and in particular;
  

d) to hear any person and request information in connection with the activities of this capital market and/or in connection with the requests for assistance formulated by the authorities, on the basis of similar A.S.F. international agreements to which the A.S.F.;
  

e) to seal any space which belongs to persons working or carrying out operations in relation to the stock market where the documents or other records relating to their work during the investigation and to the extent that it is necessary;
  

f) to order the necessary measures so that the persons who are engaged in activities or carrying out operations in relation to capital markets and financial instruments comply with the provisions of this law, regulations and other acts A.S.F. normative capital market;
  

g) require the cessation of any activity that is contrary to the provisions of this Act, the regulations and other normative acts A.S.F. concerning capital market;
  

h) require Auditors information entities that carry out activities or carrying out operations in relation to capital markets and financial instruments;
  

I refer to judicial bodies) competent;
  

j) require issuers, and those persons performing activities or operations carried out in connection with capital markets and financial instruments to permit verification by auditors or experts, at the reasoned request thereof;
  

k) to ask for and be entitled to receive from credit institutions licensed by the B.N.R. information necessary investigations carried out, and to respond to requests for assistance received, on the basis of international agreements to which it is a party.
  


Title II chapter I public offering general provisions Article 3 this title establishes the legal framework applicable in the case of initiation and duration of any takeover bids and takeover bids for the securities.


Article 4 Term and phrase used in this title means as follows: (a) legal entity)-issuer who issues or plans the issuance of securities;
  

b) home Member State: (i) for any issues of securities which are not mentioned in (ii), the Member State in which the issuer has its registered office;
  

(ii)

for any issue of non-equity securities whose denomination per unit amounts to at least 1,000 euros and for any issue of securities other than equity securities giving the right to acquire any transferable title or receive a cash value as a result of the conversion of such securities, nor to the exercise of rights conferred by these as long as the issuer of securities other than equity securities is not the issuer of securities or a related company which belongs to the Group of the latter issuer, the Member State in which the issuer has its registered office, that in which the securities have been or will be admitted to trading on a regulated market or where the securities are offered to the public in accordance with the choice of the issuer, , the offeror or the person asking for admission to trading, as the case may be. The same system applies for the issue of securities other than equity securities in a currency other than euro, provided that the minimum denomination is nearly equivalent to EUR 1,000;
  

(iii) for all issues of securities which are not dealt with in item (ii), whose issuers have their registered office in a third country, the Member State in which the securities were offered to the public the first time since November 26, 2013 or the first request for admission to trading on a regulated market, according to the choice of the issuer, offeror or person asking for admission to trading where appropriate, subject to a subsequent election on the part of issuers having their registered office in a third country, in the following situations: 1.
where the Member State of origin has not been established by their own choice; or 2.
in accordance with the provisions of art. 45 para. (3) (a). b), point (iii).
  

  

  


Article 5 (1) the provisions of this title shall not apply in the case of sale or for admission to trading on a regulated market) a: a securities issued by collective investment undertakings other than the closed-end type;
  

b) securities other than equity securities issued by a Member State or by one of the regional or local authorities of a Member State, of public international organisations of which one or more Member States, the European Central Bank or national central banks of the Member States;
  

c) capital holdings of central banks of the Member States;
  

d) securities unconditionally and irrevocably guaranteed by a Member State or a regional or local authority of a Member State;
  

e) securities issued by associations registered according to law or non-profit-making bodies, recognised by a Member State with a view to obtaining the means necessary to achieve their non-profit-making objectives;
  

f) for securities other than equity securities issued in a continuous or repeated manner by credit institutions provided that these securities: (i) are not subordinated, convertible or exchangeable;
  

(ii) do not give a right to subscribe to or acquire other types of securities and does not belong to a derivative instrument;
  

(iii) materialise reception of repayable deposits;
  

(iv) are covered by a deposit guarantee scheme under Directive 94/19/EC of the European Parliament and of the Council of 30 May 1994 on deposit-guarantee schemes;
  

  

g) non-fungible shares holdings, whose primary purpose is to provide the holder with a right to occupy an apartment, or other form of immovable property or a part thereof, in the event the parties cannot be sold without waiving this right;
  

h) object of the securities of an offer where the total consideration of the offer in the European Union is less than 5 million euros, which shall be calculated over a period of 12 months;
  

I) debt securities called "bostadsobligationer" issued repeatedly by credit institutions from Sweden, whose main concerns mortgage credit, so long as: (i) "bostadsobligationer" issued belong to the same series;
  

(ii) the "bostadsobligationer" are issued continuously during a given period;
  

(iii) the manner and terms of the "bostadsobligationer" are not changed during the show;
  

(iv) the amounts collected as a result of the issuance of the said "bostadsobligationer" are placed in accordance with the Statute of the issuer in assets capable of regulating the liability deriving from securities;
  

  

j) securities other than equity securities issued in a continuous or repeated manner by credit institutions where the total consideration of the offer in the European Union is less 75 million euros, which shall be calculated over a period of 12 months, provided that these securities: (i) are not subordinated, convertible or exchangeable;
  

(ii) do not give a right to subscribe to or acquire other types of securities and does not belong to a derivative instrument.
  

  

(2) Without prejudice to paragraphs 1 and 2. (1) (a). b), d), h), (i)) and j), an issuer, an offeror or a person asking for admission to trading on a regulated market may draw up a prospectus in accordance with the provisions of this title, where the securities are offered to the public or admitted to trading.

(3) the provisions of this title shall not apply to takeover bids for money market instruments with a maturity of less than 12 months.


Article 6 (1) any person who intends to make a public offer shall submit an application for approval A.S.F. prospectus, if the public offer of sale or bid document, accompanied by an advertisement, if the public offer of purchase, in accordance with the regulations issued by the A.S.F.

(2) after the approval of the prospectus/offer document, it must be available to the public no later than the date of the initiation of operation of the public offer.


Article 7 (1) conducted a public offering without prospectus/offer document with non-compliance laid down in the approval decision is null and void and draws for those at fault penalties provided by law.

(2) the offeror is bound against bona-fide investors in reimbursement and the damages arising from the invalidity of transactions concluded on the basis of such deals.


Article 8 (1)

The announcement of the public bid can be launched after the issuance of the decision of approval of the offer document and be published A.S.F. According to regulations issued by the A.S.F.

(2) the notice of the offer to the public contains information concerning the manner in which the tender document is available to the public.

(3) the prospectus/offer document shall be deemed to be available to the public, in one of the following situations: a) is published in one or more newspapers printed or online, according to applicable European regulations relating to the content and the publication of prospectuses and the dissemination of advertising matter;
  

b) can be obtained by a potential investor free of charge, on paper, on the premises of the offeror and the intermediary of such deals, or to the premises of the regulated market on which securities are admitted to trading these securities;
  

c) is published in electronic format on the website of the offeror or, where appropriate, the agent's bid;
  

d) is published in electronic format on the website of the operator of the market that is contemplated admission to trading of those securities;
  

e) is published in electronic format on the website A.S.F., where it decided to offer this service.
  

(4) the offeror or persons responsible for the prospectus, which publishes a prospectus according to the modalities provided for in paragraph 1. (3) (a). or b) to), have the obligation to publish a prospectus and in electronic form according to the provisions of paragraph 1. (3) (a). c). (5) If the prospectus/offer document has been made available to the public in electronic form, a paper copy must be provided, at the request of any investor, free of charge, by the issuer, the offeror or the intermediary.


Article 9 (1) public offer of purchase becomes binding on the date on which the published notice and tender document, and if the public offer for sale of securities at the time when the prospectus is published, according to regulations issued by the A.S.F.

(2) a prospectus or offer document must be available to the public subsequently by the A.S.F. approval, in the form and with the content that has been approved.


Article 10 (1) the period of the bid shall be that laid down in the prospectus in the case of public tenders for sale of securities or in the announcement of the offer document and, in the case of takeover bids for the securities, but not may exceed the time limits laid down in the regulations issued by The expiry of the A.S.F., public offer to lapse.

(2) public offer may be terminated in advance in accordance with the provisions of the prospectus and regulations A.S.F., respectively of the bid.


Article 11 (1) any press release advertising that refers to a public offer of securities or the admission of securities to trading on a regulated market shall be carried out in compliance with the provisions of this article. The provisions of paragraphs 1 and 2. (2) to (5) shall not apply where the public offer of securities is not subject to the obligation to publish a prospectus.

(2) press releases advertising announces that a prospectus/offer document was or will be published and indicate the place and date at which investors are or will be able to procure the said prospectus/offer document.

(3) dissemination of advertising matter, prior to the issuance of the decision of approval of the offer document/prospectus, is prohibited.

(4) the information provided under advertising releases must be accurate, complete, and accurate. Also, the information should be consistent with those specified in the framework of the tender document/prospectus, where that prospectus/offer document has already been published or in accordance with the information to be contained therein, where the said prospectus/offer document is published afterwards.

(5) any information disseminated orally or in written form, including electronic form, in terms of the public offer or the admission to trading on a regulated market, even if it has no advertising, must be consistent with the information provided for in the prospectus/offer document.

(6) any advertising which incites the public offer acceptance, made the presentation of the offer as having advantages or other qualities resulting from decision approving the A.S.F. tender document/prospectus constitutes deceptive advertising, according to law No. 158/2008 relating to misleading advertising and comparative advertising, republished, that prejudice motivated as transactions based on such submission.

(7) where the publication of a prospectus is not required for the purposes of this law, the important information provided by an issuer or an offeror and addressed to qualified investors or special categories of investors, including those running on the occasion of meetings relating to offers of securities, shall be communicated to all qualified investors or special categories of investors to whom the offer is exclusively addressed. Where the publication of the prospectus is mandatory, that information contained in a prospectus or an amendment to the prospectus in accordance with article 7. 12. (8) A.S.F. checks whether advertising activities relating to the company's offer or admission to trading on a regulated market of securities is determined by the provisions of paragraph 1. (2) to (5) and (7).


Article 12 (1) Any significant new factor or any inaccuracy inaccuracy relating to the information times in the prospectus, which is liable to influence the assessment of the Securities and which arises or is found between the time of approval of listing particulars and the public offer closing times, as appropriate, of the commencement of trading on a regulated market, stated in an amendment to the prospectus.

(2) an amendment referred to in paragraph 1. (1) is approved by the A.S.F. within 7 working days from the date of its observing the same procedure applicable to the approval of the prospectus and is brought to the public under the same conditions in which the prospectus was brought to the attention of the public.

(3) the summary and any translations thereof are modified and/or supplemented, where necessary, in accordance with new information within the amendment.


Article 13 (1)

Without prejudice to the powers laid down in article 21. 2 (2). (9) that applies properly, A.S.F. may, where it is applied for approving a prospectus/offer document: a) require issuers, offerors or persons asking for admission to trading on a regulated market to provide additional information in the prospectus/offer document where protection of investors so requires;
  

b) require issuers, offerors or persons involved in the offer, the person asking for admission to trading on a regulated market and the persons that control them or are controlled by them, to provide information and documents;
  

c) require auditors and management of the issuer, offeror or person asking for admission to trading on a regulated market, as well as intermediaries making CERN public bid or application for admission to trading, to provide information;
  

(d) to order the suspension of operation of) an offer or admission to trading for a period of a maximum of 10 consecutive working days, when it has good indices concerning violations of the provisions of this title and regulations issued pursuant thereto, and A.S.F.
  

e) stipulating the prohibition or suspension of broadcast advertising matter relating to a public offer, over a period of a maximum of 10 consecutive working days, when it has good indices concerning violations of the provisions of this title and regulations issued pursuant thereto, and A.S.F.
  

f) prohibit a public offer by: (i) revoke the approval of the prospectus/offer document, if it finds that the conduct of the public offer is made in contravention of the provisions of this Act, the regulations issued pursuant thereto A.S.F., as well as in the following situations: 1.
If it considers that circumstances subsequent approval decision determines the fundamental changes and data elements that challenged her;
  

2. when the offeror shall inform the A.S.F. that retractează offer, prior to the release of the notice of invitation to tender;
  

  

(ii) cancellation of approval of the prospectus/offer document, whether it was obtained on the basis of false information or who have misled; g) to order the suspension at any time or to require regulated markets to suspend trading on a regulated market for a period of a maximum of 10 consecutive working days when it has good indices concerning violations of the provisions of this title and regulations issued pursuant thereto, and A.S.F.
  

h) prohibit trading on a regulated market, if there are reasonable indications concerning violations of the provisions of this title and regulations issued pursuant thereto, and A.S.F.
  

I) make public the fact that an issuer do not fulfil their obligations.
  

  

  

(2) once the securities have been admitted to trading on a regulated market, A.S.F. may also: (a) the issuer's disclosure) to ask all the important information that may influence the assessment of the securities admitted to trading on a regulated market, in order to ensure investor protection or the smooth operation of the market;
  

b) to suspend or to require the regulated market to suspend the securities from trading if, in its opinion, the issuer's situation is such that trading would be detrimental to investors ' interests;
  

c) to ensure that issuers whose securities are traded on a regulated market provide equivalent information is provided to investors and equivalent treatment is granted to all securities holders who are in a similar situation in all Member States where the offer to the public or admitted to trading;
  

d) to carry out on-site inspections on the territory of Romania, in accordance with national law, to ensure compliance with the provisions of this title. A.S.F. may exercise this power by applying to the relevant judicial authority and/or in cooperation with other competent authorities according to law.
  


Article 14 (1) suspension of public offer stops the flow of its period. The lifting of the suspension or termination, conduct public offering will be resumed.

(2) revocation of approval of the prospectus/offer document, on the course of the public offer, missing subscriptions effects incurred up to the time of cancellation.

(3) Annulment of the decision of approval of the prospectus/offer document missing effects transactions concluded up to the date of cancellation, giving place to the restitution of securities, funds received from bidders, or on the basis of a judicial decision, and the possibility for investors to seek damages.


Article 15 (1) shall be liable for non-compliance with the legal provisions relating to reality, the accuracy and the accuracy of the information in the prospectus/offer document and from ad, depending on the role and responsibilities conferred on it by law and/or conventional, as appropriate, the following: a) the issuer;
  

b) members of the Administrative Board of the issuer;
  

c) offerer, if that is different from the issuer;
  

d) Board members of the tenderer;
  

e) in the case of founders petitions;
  

f) person asking for admission to trading, if that is different from the issuer or the offeror;
  

g) financial certified auditor financial statements, whose information was taken from the prospectus and only with regard to the information concerned;
  

h) arranger of the offer or, if applicable, Member syndicate responsible for mediation;
  

I) any other person, including intermediaries of the offer, which he accepted in the prospectus liability for any information, study or assessment as referred to in the listing particulars or inserted. In this case, the person concerned shall be responsible for only about the reality, accuracy and accuracy of the information, the trial or evaluation indicated expressly by this and only to the extent that information, study or assessment was included in the prospectus in the form and within the framework approved by the person responsible for the express.
  

(2) Are liable regardless of fault, and jointly respond to the following persons:) the issuer, if any of the persons referred to in paragraph 1. (1) (a). b) is responsible;
  

b)

the successful tenderer, if any of the persons referred to in paragraph 1. (1) (a). d) is responsible.
  

(3) the provisions of this article shall not be interpreted in the sense in which one person is responsible for the correctness and accuracy of the reality, the information in the prospectus/offer document and advertisement, solely on the basis that have provided assistance in a professional capacity in the process of drafting the prospectus/offer document.

(4) the right to compensation must be exercised within six months from the date of knowledge of a deficiency in the prospectus/offer documents, but not later than one year after the closing of the public offering.


Chapter II public offer for sale of article 16 (1) any public offer of sale cannot be made without prior publication of a prospectus approved by the A.S.F.

(2) public offer for sale is made through an intermediary or through an agency syndicate.

(3) exception from paragraph 1. (1) preparation and publication of a prospectus are not required in the following cases: (a)) for the following types of offer: 1.
an offer of securities addressed solely to qualified investors; and/or 2.
an offer of securities addressed to a number less than 150 of natural or legal persons other than qualified investors, by Member State; and/or 3.
an offer of securities addressed to investors who acquire securities each worth at least equivalent in MDL of 100,000 euro, for each separate offer; and/or 4.
an offer of securities whose denomination per unit amounts to at least an equivalent in MDL of 100,000 euros; and/or 5.
an offer of securities whose value total in the European Union is less than the equivalent in lei of 100,000 euro, which shall be calculated over a period of 12 months;
  

  

(b)) for the following types of securities: 1.
shares issued in substitution for other actions of the same class already issued, if this new issue of shares does not entail an increase of the registered capital;
  

2. Securities offered in exchange of other securities that are the subject of a takeover bid/buyout through Exchange, provided it is available a document which will take the contents laid down in Regulation (EC) No 1782/2003. 809/2004 of the Commission of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses, prospectuses, the inclusion of information through references, publication of prospectuses and dissemination of advertising matter, depending on the type of issuer and the securities offered in Exchange;
  

3. Securities offered, allotted or to be allotted in connection with a merger or a Division, provided it is available a document which will be prescribed in regulations issued content of A.S.F.;
  

4. dividends paid out existing shareholders in the form of shares of the same class as well as the entitlement to such dividends, provided that it is available a document which will be determined by the content rules issued by A.S.F.;
  

5. Securities offered, allotted or to be allotted to former or current senior management of current employees or those times by their employer or by the parent company or a subsidiary, provided that company to have its headquarters in times European Union headquarters and be available a document which will be prescribed in regulations issued content of A.S.F.
  

  

(4) Any subsequent resale of securities, which have been previously subject to a type of invitation to tender referred to in paragraph 1. (3) (a). a), is considered a separate operation, the provisions of art. 2 (2). (1) section 23 to be applied in order to determine the extent to which the resale operation is a public offer.


Article 17 (1) the offer document contains information which, according to the characteristics of the issuer and of the securities offered to the public, investors are required to make an informed assessment of: the condition of assets and liabilities, financial position, profit or loss, the prospects of the issuer and the entity that guarantees the fulfilment of the obligations of the issuer, if any, and of the rights attaching to such securities.

(2) the offer document is valid for 12 months after its approval by the A.S.F., can be used in the case of several issues of securities, in the meantime, its updating provided in accordance with art. 12. (3) the prospectus contains a summary through which it presents, in a concise manner and in non-technical language, the essential information in the language in which the prospectus is drawn up originally. Form and content of the summary of the prospectus shall provide, together with the corresponding prospectus, information regarding the essential elements of the securities in question in order to help investors decide whether to invest in such securities.

(4) a summary shall be prepared in a format established by the regulations issued by the A.S.F. to facilitate comparability with summaries on some similar securities and includes essential information relating to the securities in question in order to help investors decide whether to invest in such securities. The summary must contain a warning to potential investors, with respect to that: a must read) as an introduction to the prospectus;
  

b) any decision to invest in the securities should be base on the information included in the prospectus, considered as a whole by the investor;
  

c) prior to the commencement of proceedings, with information contained in a prospectus, the applicant will have to bear the costs of translating the prospectus in Romanian language;
  

d) civil liability persons who drafted the summary, including any translation thereof, and notify the persons in respect of cross-border public offers, but only if the content of the summary is misleading, inaccurate or inconsistent when read together with other parts of the prospectus.
  

(5)

Where the prospectus relates to the admission to trading on a regulated market of securities, other equity securities with a denomination that represents at least equivalent in MDL of 100,000 euro is not required to provide a summary, except where a Member State so requests, in accordance with the legislation of that Member State. Where admission is carried out on a regulated market in Romania, a summary shall be drawn up in the language of Romanian.

(6) the provisions of the companies act public subscripţia nr. 31/1990, republished, with subsequent amendments and additions, hereinafter law No. 31/1990, are not applicable in the case of a public offer for sale of deployed as a result of an increase in share capital of the issuer.


Article 18 (1) of the prospectus can be compiled in a single shape or with the following components: a) the presentation of the issuer, including the information relating thereto;
  

b) note regarding the characteristics of the securities offered or proposed to be admitted to trading on a regulated market;
  

c) summary prospectus.
  

(2) the presentation of the issuer approved A.S.F. is valid for a period of not more than 12 months. The presentation, updated according to the provisions of article 7. 12 or paragraph. (4) together with the securities note and the summary are considered as a valid prospectus.

(3) an issuer who has already endorsed by the A.S.F. presentation can draw up and forward to approve only the documents listed in paragraph 1. (1) (a). b) and (c)), where it intends launching a public offer or admission to trading of these securities on a regulated market.

(4) In the situation referred to in paragraph 1. (3) note regarding the characteristics of the securities offered or proposed to be admitted to trading on a regulated market and contains information that should normally be included in the presentation of the issuer, in the event of a significant change or a new factor that could affect investors ' assessment after the approval last updated versions of the presentation except where this information is provided in an amendment under article 19. 12. on the characteristics of the securities Note and the summary are presented separately for approval A.S.F.


Article 19 (1) of the prospectus can be placed information by reference to one or more previously published documents simultaneously and approved times A.S.F. or lodged with the A.S.F. under cap. I and this chapter of this title, as well as the head. II, cap. III, section 1 of title III. These data are the most recent information available to the issuer.

(2) where, under the prospectus, shall be entered under the provisions of paragraph 2, information. (1), shall be drawn up a table of correspondence in order to enable investors to identify this information.

(3) the summary of the prospectus not incorporate information by reference to other documents under the provisions of paragraph 1. (1) article 20 of the prospectus contains information concerning the issuer and the securities to the public is provided or permitted to trading on a regulated market. The minimum content of information to be covered by the prospectus, their presentation, depending on the type of securities covered by the offer and documents that must accompany the listing particulars, the conditions under which securities may be issued under an offering programme are laid down in the applicable European regulations relating to the content and the publication of prospectuses and the dissemination of advertising matter, or where appropriate, the regulations of the A.S.F.


Article 21 (1) in respect of winding A.S.F. approval of the prospectus by the bid within 10 working days from registration of the application.

(2) the period referred to in paragraph 1. (1) may be extended to 20 working days, if the securities are issued by an issuer which calls for first time admission to trading on a regulated market or who has not previously offered securities to the public.

(3) where not acted upon the A.S.F. prospectus within the time limits set in paragraph 1. (1) and (2), it shall not be regarded as a tacit approval of the prospectus.

(4) any request for further information or to amend those submitted initially within the prospectus, initiated by the tenderer or A.S.F., interrupting these terms, beginning to run again from the date when the provision of such information or changes.


Article 22 (1) in the event that the final offer price and amount of securities offered to the public cannot be included in the framework of the prospectus, the prospectus approval date, contains: a) the criteria, and/or the conditions in accordance with which the final offer price and amount of securities offered to the public will be determined or, in the case of price, the maximum value; possibility to withdraw or b) subscriptions made in at least two working days from the date when the final price and number of securities offered were registered with the A.S.F. and brought to the attention of the public, as prescribed. 8 para. 3. (2) where the prospectus refers to a public offer of securities, investors who have expressed willingness to subscribe to securities previously to the publication of an amendment to the offer document shall have the right to withdraw the subscriptions carried out within two working days after the publication of that amendment, provided that the new factor, inaccuracy or error referred to in art. 12 to have appeared before the public offering closing and transfer of securities. This period may be extended by the issuer or offeror, according to final regulations up to Date A.S.F. who may exercise the right of withdrawal should be specified under the amendment.

(3) the right of investors to withdraw the subscriptions shall be exercised under the conditions and within the limits set out in the prospectus, the opportunity to establish that the subscriptions may be withdrawn only in the situations referred to in paragraph 1. (1) and/or by para. (2) as appropriate.


Article 23 Tasks of the investment intention in order to evaluate the success of future deals can only be performed in the conditions laid down in regulations issued by the A.S.F.


Article 24


A.S.F. issue regulations regarding cross-border takeover bids, in accordance with the applicable European legislation.


Chapter III public purchase Offer in article 25 (1) a public Offer to purchase represents an offer to purchase securities, addressed to all holders of those titles, broadcast through the mass media or communicated to other routes, but under the condition of possibility of perception on the part of the holders of such securities.

(2) a public Offer to purchase is made through an intermediary authorised to provide investment services and activities.

(3) the price offered in tenders for framework purchase is determined in accordance with regulations A.S.F.


Article 26 (1) will rule with the A.S.F. approving the bid document, within 10 working days from registration of the application.

(2) where the A.S.F. not acted upon the tender within the time limit laid down in paragraph 1. (1) it shall not be regarded as a tacit approval of the document.

(3) any request for further information or to amend those submitted initially within the document, initiated by the tenderer or A.S.F., interrupts that period that will begin to run again from the date when the provision of such information or of any change.


Article 27 (1) public offer to purchase shall be conducted under conditions which ensure equality of treatment for all investors.

(2) the minimum content of information must contain the bid document is established by regulations A.S.F.


Chapter IV public takeover Offer section 1 General provisions Article 28 the provisions of sections 2 and 4 are applicable to issuers whose securities are admitted to trading on a regulated market.


Article 29 the provisions of sections 2 and 4 shall not apply to: a) in the case of takeover bids for securities issued by collective investment undertakings. Shall be treated as repurchase/repayment operations carried out by these bodies at the request of holders of securities and their actions taken to ensure that there are no significant differences between the net asset value and the market value of securities issued by those bodies;
  

b) takeover bids for securities issued by the central banks of the Member States;
  

c) in the case of tools, skills and mechanisms for resolution of credit institutions and investment firms.
  


Section 2 of the public takeover Offer voluntary Article 30 (1) public offer of voluntary public takeover offer, addressed to all holders of securities for all their holdings, launched by a person who does not have such an obligation, in order to gain more than 33% of the voting rights.

(2) a person who intends to conduct a voluntary public takeover offer forward a preliminary announcement, A.S.F. for approval thereof. The minimum content of information must contain the preliminary notice is prescribed by the regulations of the A.S.F.

(3) upon approval by the A.S.F., preliminary notice shall be sent to the company, the object of takeover, the regulated market on which the securities are traded and shall be published in at least one daily newspaper and one local administrative and territorial jurisdiction of the issuer.


Article 31 (1) the Board of Directors of the society subject to the takeover, the offeror shall transmit A.S.F. and regulated market on which such securities are traded, within 5 days after receipt of the notice of invitation to tender, a preliminary document covering his opinion regarding the offer and the reasons on which it is based, including its views with regard to the repercussions of the conduct of the bid on the interests of society and on employment and with respect to the offeror's strategic plans for the corporations and their probable consequences on conditions of employment of the workforce and the location of the location in which the company operates.

(2) the Board of Directors may convene an extraordinary general meeting, in order to inform the shareholders about the position of the Board of Directors regarding the bid. Where the application for summons is sought by a significant shareholder, convocation of General Assembly on 27/28.04.2007 is obligatory, to be published within five days from the date of registration of the application. By way of derogation from the provisions of law No. 31/1990, the general meeting shall be taken within 5 days after the publication of the call in a newspaper circulated.

(3) at the time of receipt of the notice and until the preliminary closing of the offer, the Board of Directors of the company, the object of takeover may not conclude any act, and may not take any measure affecting the heritage situation or objectives of acts, with the exception of the current administration.

(4) to comply with the provisions of paragraphs 1 and 2. (3) are believed to affect the situation of heritage operations including, but not limited to, increases in share capital or securities shows that give the right to conversion into shares subscription times, at or transfer of asset items constituting at least 1/3 of net assets according to the last annual financial statements of the company.

(5) Notwithstanding the provisions of paragraphs 1 and 2 of the. (3) can be carried out operations that may affect the company's financial situation is the object of takeover or buyout offer targets including those derived from decisions adopted previously the period mentioned in paragraph 1. (3) and omissions/partially implemented, only with the express approval of the extraordinary General Assembly of shareholders convened later special preliminary announcement.

(6) the provisions of paragraphs 1 and 2. (2) concerning the convening and holding of general meeting of shareholders shall apply in the case of extraordinary general meeting of shareholders referred to in paragraph 1. (5) and (7) the Board of Directors shall inform the A.S.F. and regulated market over all operations performed by the members of the Board of Directors and the executive management with respect to such securities.

(8)

The tenderer is liable for all damages caused to the company, the object of the takeover bid, if it substantiates that it was released solely for the purposes of the society in neluării situation of some of the measures referred to in paragraph 1. (4) conducting operations or those approved by extraordinary general meeting specially convened ad later.

(9) pursuant to the provisions of paragraph 1. (3) in the case of two-tier system of Administration to the Board of Directors shall refer to the Directorate and the Supervisory Board.


Article 32 (1) the publication of the notice of the preliminary bidder to submit orders to the A.S.F., within 30 days, documentation of the public offer, in terms that does not result in less favorable conditions for those to whom it is addressed, to those specified in the preliminary notice.

(2) it is pronounced with the A.S.F. approving the bid document, within the time limit provided for in art. 26. (3) the price offered in the framework of voluntary public takeover offers is determined in accordance with regulations A.S.F.


Article 33 the offeror or persons acting in concert can no longer launch, for one year from the closing of the takeover bid, another takeover bid targeting the same issuer.


Section 3 of the public offer competing Article 34 any individual can launch a contraofertă, having as object the same securities, under the following conditions: a) to object at least the same amount of securities or to achieve at least the same holdings in share capital;
  

b) to offer a price by at least 5% greater than that of the first offer.
  


Article 35 (1) release of contraofertei is made, by submitting the necessary documentation to the A.S.F., within a period of 10 working days from the date on which the first offer became public.

(2) in respect to pronounce A.S.F. these offers, in accordance with the provisions of art. 26 para. (1) and (3) by decision of contraofertelor, A.S.F. sets once the same term for all offers, as well as a time-limit within which they may submit for approval amendments concerning price hike within the competing tenders.


Article 36 the term unique closing competing tenders may not exceed 60 working days from the date of commencement of operation of the first offer.


Section 4 of the compulsory public Offerings in article 37 (1) a person who, as a result of its acquisitions or of persons acting in concert, owns securities issued by an issuer which, added to his previous holdings or of persons acting in concert with impart, directly or indirectly, more than 33% of the voting rights of the issuer is obliged to launch a public offer addressed to all holders of securities at a fair price and with all their holdings, as soon as possible, but not later than two months from the moment of achievement of such holdings.

(2) to conduct public offering mentioned in paragraph 1. (1) the voting rights attached to the securities exceeding the threshold of 33 percent of the voting rights of the issuer shall be suspended, and that shareholder and those with which it is acting in concert can no longer acquire through other operations, shares of the same issuer.

(3) the provisions of paragraphs 1 and 2. (1) does not apply to persons who, before the entry into force of this law, has acquired the position of keeper of over 33% of the voting rights, while respecting the legal provisions at the time of acquiring incidents.


Article 38 (1) in a public offering Price of mandatory takeover is at least equal to the highest price paid by the offeror or persons with whom it is acting in concert during the 12 months preceding the submission of the tender documentation A.S.F..

(2) the provisions of paragraphs 1 and 2. (1) does not apply where the offeror or persons with whom it is acting in concert does not have purchased shares in the company subject to the takeover during the 12 months preceding the submission of the tender documentation A.S.F. or if A.S.F., on its own initiative or following a complaint in this regard, reasoned that the operations have purchased shares are likely to influence the accuracy of the method of pricing.

(3) under the provisions of paragraph 1. (2) and where compliance with the time limits specified in article 1. 37 para. (1) and art. 39 in paragraph 1. (4) with respect to the submission of the tender documentation A.S.F., price offered under public tender is at least equal to the highest price of following values determined by an appraiser authorized by the law designated by the offeror: a) the weighted average trading price which relates to the last 12 months prior to the date of submission of the tender documentation A.S.F.;
  

b) net asset value of the company, divided by the number of shares circulation, according to the last financial statements audited;
  

c) the value of the shares resulting from a survey carried out according to international standards.
  

(4) where the failure to comply with time limits laid down in article 21. 37 para. (1) or, where appropriate, in article 19. 39 in paragraph 1. (4) the offeror or persons and that it is acting in concert does not have purchased shares in the company subject to the takeover during the 12 months preceding the submission of the tender documentation A.S.F. or where A.S.F., on its own initiative or following a complaint in this regard, reasoned that the operations have purchased shares are likely to influence the accuracy of the pricing mode the price offered under the mandatory public tender is at least equal to the highest price of following values determined by an appraiser authorized by the law designated by the offeror as follows: a) the weighted average price of trading which relates to the last 12 months prior to the date of submission of the tender documentation A.S.F.;
  

b) weighted average trading price which relates to the last 12 months preceding the date on which the position has been reached representing more than 33% of the voting rights;
  

c) the highest price paid by the offeror or persons acting in concert during the 12 months preceding the date on which the position has been reached representing more than 33% of the voting rights;
  

d)

the net asset value of the company, divided by the number of shares circulation, according to the last financial statements before submission to the tender documentation A.S.F.;
  

e) net asset value of the company, divided by the number of shares circulation, audited financial statements in accordance with the last preceding the date on which the position has been reached representing more than 33% of the voting rights;
  

f) value of shares resulting from a survey carried out according to international standards.
  

(5) the provisions of paragraph 2 shall not apply. (2) failure to comply with time limits and specified in article 1. 37 para. (1) or, where appropriate, in article 19. 39 in paragraph 1. (4) the price offered under the mandatory public tender is at least equal to the highest price of the following values: a) the highest price paid by the offeror or persons with whom it is acting in concert during the 12 months preceding the submission of the tender documentation A.S.F.;
  

b) the highest price paid by the offeror or persons acting in concert during the 12 months preceding the date on which the position has been reached representing more than 33% of the voting rights;
  

c) weighted average trading price which relates to the last 12 months prior to the date of submission of the tender documentation A.S.F.;
  

d) weighted average trading price which relates to the last 12 months preceding the date on which the position has been reached representing more than 33% of the voting rights.
  

(6) where the A.S.F., ex officio or as a result of complaints in this regard, reasoned that the price set by an appraiser authorized by the law, is not such as to lead to the establishment of a fair price within the bid public, A.S.F. may require redoing the assessment.

(7) the assessment report that determined the price within the mandatory public takeover offers is made available to the shareholders of the company subject to the takeover, on the same terms as the offer document.


Article 39 (1) the provisions of art. 37 do not apply where the position representing more than 33% of the voting rights of the issuer has been acquired as a result of a transaction exempted.

(2) for the purposes of this Act, "exempt transaction" means the acquisition of the respective positions: a) within the privatization process;
  

b) through the acquisition of shares in or from other M.F.P. entities legally empowered, under the procedure of execution of claims;
  

c) following the transfers of shares between the parent company and its subsidiaries or between subsidiaries of the same parent undertaking;
  

d) following a voluntary takeover bids addressed to all holders of such securities, and with the object of all their holdings.
  

(3) where the acquisition of position representing more than 33% of the voting rights of the issuer shall be done unintentionally, the holder of such positions has one of the following obligations: a) to conduct a public offer under the conditions and to the price referred to in article 1. 37 and 38;
  

b) dispose of a number of shares corresponding to the loss of the position acquired without intention.
  

(4) the execution of one of the obligations laid down in paragraph 1. (3) shall be made within three months after the acquisition of the said positions.

(5) the acquisition position representing more than 33% of the voting rights of the issuer is considered unintentional, if it has been realized as a result of operations such as: (a) capital reduction through) the redemption by the company of its own shares, followed by cancellation thereof;
  

b) over, as a result of the exercise of the right of preference, subscription or conversion rights assigned initially, and the conversion of preferred shares into ordinary shares;
  

merger/Division c) or sequence.
  


Section 5-the removal of the restrictions in article 40 (1) Issuers which have their registered office on the territory of Romania may decide in the general meeting of shareholders to apply the following provisions, which shall become incidents where a takeover bid of the company is made public and which must be observed without prejudice to any other rights and obligations provided for in the national legislation implementing the provisions of EU law as follows: a) the restrictions on the transfer of securities provided for in the framework of the Constitution of the society subject to the takeover does not apply in relation to the tenderer during subscription period within the bid;
  

b) restrictions on the transfer of securities provided for in contractual arrangements within the object of the company and the holders of securities issued by him, or of the holders of such securities, concluded after the entry into force of this law shall not apply in relation to the tenderer during subscription period within the bid;
  

c) restrictions in respect of voting rights provided for under the Constitution of the object of takeover have no effect at the general meeting of shareholders which decides on any defensive measures in accordance with the provisions of art. 31 para. (5);
  

d) restrictions in respect of voting rights provided for in the framework of contractual arrangements between the company and the holders of securities or between holders of securities of the company object of the take-over, concluded after the entry into force of the present law, shall not have effect at the general meeting of shareholders which decides on any defensive measures in accordance with the provisions of art. 31 para. (5);
  

e) securities with multiple voting have only one vote each at the general meeting of shareholders which decides on any defensive measures in accordance with the provisions of art. 31 para. (5);
  

f)

where, following a bid, bidder holds 75% or more of the total number of shares with voting rights, do not apply any restriction on the transfer of securities or on voting rights referred to in points. a)-(e)) nor any extraordinary rights of shareholders regarding the appointment or replacement of Board members provided for in the instruments of incorporation of the takeover; securities with multiple voting have only one vote each at the first general meeting of shareholders convened by the tenderer after the closure of the bid, to amend the Constitution or to replace or appoint Board members. In this regard, the offeror shall have the right to convene at short notice a general meeting of shareholders, provided that the meeting should be taken with a minimum of two weeks after the publication of convocatorului;
  

g) where rights are restricted in accordance with the decision of the general meeting of shareholders regarding the application of subparagraph (a). a)-f) is given a fair compensation for any loss suffered by the holders of those rights. The terms for determining such compensation and the arrangements for its payment shall be presented in the context of the tender;
  

(h) the provisions of subparagraph (a)). c)-f) does not apply to securities for which the restriction of voting rights is compensated for by specific pecuniary advantages.
  

(2) the provisions of paragraphs 1 and 2. (1) does not apply in a situation where Member States hold securities in the company object of the take-over, which gives special rights to the Member States which are compatible with the Treaty, the rights laid down in the national law which are compatible with the Treaty.


Article 41 (1) the decision under article 9. 40 para. (1) is adopted in general meeting of shareholders, in accordance with the national law applicable in the case of amendments to Constitution. The decision shall be notified to the authorities and all A.S.F. surveillance in the Member States where the securities of the company object of takeover are admitted to trading on a regulated market or where such an admission is sought.

(2) the extraordinary general meeting of shareholders may decide later failure measures decided under art. 40 para. (1) Section 6 of the withdrawal of shareholders from a company in article 42 (1) as a result of the carrying out of a public offer addressed to all shareholders for the purchase and for all their holdings, the offeror shall have the right to ask shareholders who have not subscribed within the framework of the offer to sell those shares at a fair price, where it lies in one of the following situations : a) owns shares representing at least 95% of the total number of shares of the capital carrying voting rights and 95% at least of the voting rights that can be exercised effectively;
  

b) has acquired, within the framework of the public offer addressed to all shareholders for the purchase and for all their holdings, shares representing at least 90% of the total number of shares of the capital carrying voting rights and 90% of the voting rights referred to in the context of the offer.
  

(2) the offeror may exercise the right referred to in paragraph 1. (1) within 3 months from the closing date for the public offering.

(3) where the company has issued more than one class of shares, the provisions of paragraphs 1 and 2. (1) shall apply separately for each class.

(4) price offered during a takeover bid/buyout, the offeror has acquired through subscriptions within the offer shares representing at least 90% of the total number of shares share capital conferring voting rights referred to in the offer shall be deemed to be a fair price. In the case of a mandatory takeover bids, the price offered in the framework of the offer shall be deemed to be a fair price.

(5) In the event of a takeover bid/voluntary retrieval which does not meet the condition laid down in paragraph 1. (4) the price shall be determined by an appraiser authorized by law, according to the international valuation standards.

(6) where the A.S.F., ex officio or as a result of complaints in this regard, reasoned that the price set by an appraiser authorized by law, in accordance with paragraph 1. (4) is not likely to result in the establishment of a fair price, this may require redoing the assessment.

(7) the price determined according to the provisions of paragraph 1. (4) or (5) shall be brought to the attention of the public through the market on which they are traded, by publication in the Bulletin A.S.F., A.S.F. website and in two newspapers of national circulation financial, within 5 days after the preparation of the report.

(8) following the completion of the procedure for the exercise of the right referred to in paragraph 1. (1) securities which have been subject to public tender shall be withdrawn from trading.


Article 43 (1) As a result of a public offer addressed to all holders of purchase and for all their holdings, a minority shareholder is entitled to request the tenderer is located in one of the situations referred to in article 1. 42 para. (1) to buy the shares at a fair price, in accordance with the provisions of art. 42 para. (4) and (5).

(2) where the company has issued more than one class of shares, the provisions of paragraphs 1 and 2. (1) shall apply separately for each class.

(3) the price is determined in accordance with the provisions of art. 42 para. (4) and (5). In the event that it is required the appointment of an independent evaluator, the costs are borne by the minority shareholder.


Article 44 A.S.F. issue regulations regarding the application of the provisions of this section.


Title III Issuers whose securities are admitted to trading on a regulated market chapter I General provisions Article 45 (1) the provisions of this title shall determine the legal framework applicable to the admission of securities to trading on a regulated market, as well as that of the reporting obligations and transparency of issuers whose securities are admitted to trading on a regulated market.

(2) the provisions of this title are not applicable in the case of securities issued by collective investment undertakings other than the closed-end type.

(3) the term and expressions used in this title shall have the following meanings: (a))

issuer-legal person or other legal entity governed by public or private law, including a State, whose securities are admitted to trading on a regulated market. In the case of certificates of deposit have been admitted to trading on a regulated market, the issuer, the issuer of the securities represented means that may be admitted to trading on a regulated market;
  

b) home Member State: (i) in the case of an issuer of debt securities with a denomination per unit amounts less than 1,000 euros or an issuer of shares: 1.
where the issuer has its registered office in the European Union, the Member State in which it has its registered office;
  

2. where the issuer is registered in a third country, the Member State chosen by the issuer from among the Member States where its securities are admitted to trading on a regulated market. The choice of the home Member State shall remain valid, unless the issuer has elected and said the election of a new Member State of origin in accordance with point (ii). The definition of the Member State of origin shall apply to debt securities issued in a currency other than euro, provided that the nominal unitary value, at the date of the issue, less than EUR 1,000, unless that is equivalent to 1,000 euros;
  

  

(ii) for any issuer not covered by (i), the Member State chosen by the issuer of the Member State in which its head office is situated and, where applicable, the Member State in which its securities are admitted to trading on a regulated market. The issuer cannot choose only one Member State as a Member State of origin. The choice shall remain valid for a period of at least three years unless its securities are no longer admitted to trading on any regulated market in the European Union or the issuer falls under (i) or (iii) during the period of 3 years;
  

(iii) an issuer whose securities are no longer admitted to trading on a regulated market in its home Member State, as defined in paragraph 2 of point (i) or item (ii), but are instead admitted to trading in one or more other Member States, the Member State of origin which the issuer may choose between Member States where its securities are admitted to trading on a regulated market and, where appropriate, the Member State in which the issuer has its registered office.
  

An issuer shall in accordance with the rules of his Member State of A.S.F. origin, established according to the provisions of point (i), (ii) and (iii), the competent authority of the Member State in which it has its registered office, as appropriate, the competent authority of the home Member State and the competent authorities of all Member States.
In the event that the issuer does not communicate to the Member State of origin, as defined in point (i) of paragraph 2 or in paragraph (ii), in a period of 3 months from the date on which the issuer's securities are admitted to trading for the first time on a regulated market, the Member State of origin shall be the Member State where the issuer's securities are admitted to trading on a regulated market. Where the issuer's securities are admitted to trading on regulated markets situated or operating in more than one Member State, the Member States are Member States of origin of the issuer until a later decision by the issuer with respect to a Member State of origin and its communication.
For an issuer whose securities are already admitted to trading on a regulated market and whose choice of home Member State, as provided for in paragraph 2 of point (i) or item (ii) was not notified before the date of entry into force of this law, the period of three months starts from the date of entry into force of this law.
An issuer who has chosen its home Member State, as provided for in paragraph 2 of point (i) or (ii) or (iii) the choice of question and the competent authorities of the home Member State before the date of entry into force of this Act is exempt from the requirement laid down in point 2 of point (i), unless the issuer concerned elect a different home Member State after the date of entry into force of the present law;

  

(c) the host Member State)-the Member State in whose territory the company's securities are admitted to trading on a regulated market, if different from the home Member State.
  


Article 46 (1) Issuers are required to register with the A.S.F. and certificate confirming the registration of securities, to conclude contracts of service register with the central depository on the basis of which the operations are carried out and register and comply with the reporting requirements laid down by this law and regulations A.S.F., and those of the regulated market on which the relevant securities issued by them.

(2) an issuer of shares admitted to trading on a regulated market shall ensure equal treatment for all holders of shares of the same type and class/in an identical situation.

(3) Holders of securities shall exercise the rights conferred by them in good faith, with respect for the rights and legitimate interests of the other holders of the issuer, and otherwise being liable for damages.

(4) it is prohibited to use improperly the position held by the shareholders or the quality of administrator whenever the employee of the issuer, by resorting to unfair or deceptive acts, which have as their object or effect the breach of rights relating to securities and other financial instruments, as well as injury to their holders.

(5) the provisions of art. 47, 48, of 61-97, art. 99 para. (4) as well as of art. 100 shall not apply in the case of money market instruments with a maturity of less than 12 months.


Chapter II Admission and withdrawal from trading on a regulated market in article 47 (1) admission to trading of some securities on a regulated market shall be carried out after the publication of a prospectus approved by the A.S.F.

(2) the provisions of cap. I and cap. II of title II shall apply accordingly if the prospectus is drawn up with a view to admission to trading.

(3)

Obligation to draw up and publish a prospectus shall not apply to the admission to trading of the following securities: a) shares representing, over a period of 12 months, less than 10% of the number of shares of the same class already admitted to trading on the same regulated market;
  

b) shares issued in substitution for other actions of the same class already admitted to trading on the same regulated market, if this new issue of shares does not entail an increase of the registered capital;
  

c) securities offered in connection with a public offer of buy/Exchange through retrieval, provided it is available a document which will take the contents laid down in Regulation (EC) No 1782/2003. 809/2004, depending on the type of issuer and the securities offered in Exchange;
  

d) securities offered, allotted or to be allotted in connection with a merger or a Division, provided it is available a document containing at least the information referred to in regulations A.S.F.;
  

e) shares offered, allotted or to be allotted without a cash contraprestaţie existing shareholders, and the shares issued in the case in which the dividends are paid by the issuance of shares of the same class with actions for which the dividends are paid, provided that the said shares are of the same class with shares already admitted to trading on the same regulated market and that a document is available containing at least the information set out in regulations A.S.F.;
  

f) securities offered, allotted or to be allotted to current times former members of the leadership of the former or current times employed by the employer or by the parent company or a subsidiary, provided that the said securities are of the same class with the securities already admitted to trading on the same regulated market and that a document is made available containing at least the information set out in regulations A.S.F.;
  

g) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, provided that the said shares are of the same class with shares already admitted to trading on the same regulated market;
  

h) securities already admitted to trading on another regulated market, on the following conditions: 1.
These securities, or securities of the same class have been admitted to trading on that regulated market for more than 18 months;
  

2. the prospectus has been made the admission to trading of securities was published in accordance with the provisions of art. 8 para. (3);
  

3. for securities admitted to trading for the first time, the prospectus drawn up with a view to admission to trading has been approved in accordance with the national law applicable;
  

4. the company has fulfilled its reporting obligations incumbent on it as a result of the fact that the securities are admitted to trading on that regulated market;
  

5. the person asking for the admission of securities to trading on a regulated market in Romania prepares a document available to the public in the language of synthesized Romanian, except where the A.S.F. consents in respect of the drawing up of the document into a language widely in international finance, containing at least the information set out in section 7;
6. the document referred to in paragraph 5 shall be available to the public in Romania, in accordance with the provisions of art. 8 para. (3) and (4);
  

7. the document referred to in point 5 contains the information must contain a summary of a prospectus for public offer as well as those of the place where it can be obtained the most recent prospectus and where are available the financial reports published by the issuer pursuant to his duties of reporting.
  

  


Article 48 (1) with the submission of an application for approval A.S.F. prospectus for the purposes of admission to trading on a regulated market, the person asking for admission to trading on a regulated market shall transmit to the controller the leaflet and regulated market, together with the application for provisional admission to trading on a regulated market and all other documents required according to regulations issued by the operator of the regulated market.

(2) the final Application for admission to trading on a regulated market shall be submitted by the operator of a regulated market after the issuance of the decision of approval of listing particulars for the admission to trading of the A.S.F.

(3) an issuer's securities are not admitted to trading on a regulated market, if the issuing of that analysis of the situation that it would appreciate A.S.F. harm investor interests.


Article 49 (1) for a company's shares to be admitted to trading on a regulated market, it shall meet the following conditions: a) company is founded and to conduct business in accordance with the legal provisions in force;
  

b to have) the company anticipated capitalization of at least equivalent in MDL of 1.000.000 EUR or, in so far as capitalisation cannot predict, to take the capital and reserves, including profit or loss in the last financial year, of at least the equivalent in MDL of 1.000.000 euro, calculated according to the reference rate press B.N.R. at the time of the request for the admission to trading;
  

c) company have worked over the last 3 years prior to the request for admission to trading and to be drawn up and communicated to the financial statements for the same period, in accordance with the legal provisions.
  

(2) the condition referred to in paragraph 1. (1) (a). b) does not apply in the case of the admission to trading of some additional action shows of the same class as those already admitted.


Article 50 With approval of regulated market, A.S.F. can admit to trading and companies which do not satisfy the conditions laid down in article 21. 49 para. (1) (a). b) and (c)), where it considers that: a) there will be an adequate market for the shares;
  

b)

the issuer is unable to fulfil the information requirements and periodic arising from admission to trading, and investors have the necessary information to be able to arrive at an informed society and the actions for which the admission to trading.
  


Article 51 the actions covered by the admission to trading must be freely negotiable and paid in full.


Article 52 in the event of an action directed at the public, prior to the admission to trading, acceptance may take place only after the end of the subscription period.


Article 53 (1) because the actions of a company to be admitted to trading on a regulated market, there must be a sufficient number of shares distributed to the public.

(2) shall be deemed to have been distributed to the public with a sufficient number of shares in the following situations: a) shares for which admission is sought from trading are distributed to the public in a proportion of at least 25% of the subscribed capital represented by this class of shares;
  

b) is ensured the normal operation of the market, with a smaller percentage than the action referred to in subparagraph (a). a), due to large number of existing shares in circulation and their dispersion among the public.
  

(3) the condition referred to in paragraph 1. (1) does not apply if the shares are distributed to the public through the transactions carried out on the regulated market. In this case, the admission to trading is going to achieve if A.S.F. believes a sufficient number of shares will be distributed to the public through the respective regulated market in a short span of time.


Article 54 where the request relating to the admission to trading on a regulated market shall be carried out for a further block of shares of the same class as those already admitted, A.S.F. can assess if they are distributed to the public with a sufficient number of shares in relation to all the shares issued, not only in relation to this further block.


Article 55 application for admission to trading on a regulated market must cover all the shares of the same class already issued.


Article 56 (1) for the titles of debt issued by companies, public authorities and international bodies to be admitted to trading on a regulated market, the issuer is required to be established and to conduct business in accordance with the legal provisions in force.

(2) debt securities which are subject to admission to trading must be freely negotiable and paid in full.

(3) in the event of a debt securities addressed to the public, prior to the admission to trading, acceptance may take place only after the end of the subscription period.

(4) the provisions of paragraphs 1 and 2. (3) does not apply in the case of tap issues of debt securities when the closing date of the subscription period is not fixed.


Article 57 the request for admission to trading on a regulated market must cover all debt securities of the same class already issued.


Article 58 (1) the minimum amount of the loan may not be less than the equivalent in lei of 200,000 euros. This provision does not apply in the case of tap issues, if the amount of the loan is not fixed.

(2) With the approval of the A.S.F. may be allowed on a regulated market for the debt securities which is not fulfilled the condition laid down in paragraph 1. (1) if it considers that these debt securities will be an orderly market.


Article 59 (1) convertible debt securities may be admitted to trading on a regulated market, unless the securities that can be converted are listed in turn on a regulated market.

(2) Notwithstanding, convertible debt securities may be admitted to trading on a regulated market without the proviso of paragraph 1 have been met. (1) if it considers that investors have A.S.F. at their disposal all the information necessary to form an opinion concerning the value of the shares subject to the conversion.


Article 60 securities admitted to trading on a regulated market are withdrawn from trading in the following cases: a) as a result of the completion of the procedure for the withdrawal of shareholders from a company initiated in accordance with the provisions of art. 42;
  

b) due to the decision the A.S.F. is considered that, owing to special circumstances, can no longer maintain an orderly market for such securities;
  

c) as a result of the decision of the extraordinary General Assembly of shareholders to withdraw from trading, with fulfilment of the conditions laid down by regulations A.S.F.;
  

d) are fulfilled the conditions laid down in this respect in the regulated market-specific regulations, approved by the A.S.F.
  


Chapter III section 1 periodic Informing General provisions Article 61 (1) Issuers shall establish, make available to the public and transmitted to the market operator A.S.F. and quarterly reports, quarterly and annual basis.

(2) the reports are made available to the public in writing or in any other way approved by the Issuer publishes A.S.F. a press release at least one national daily newspaper circulation, through which investors are informed of the availability of these reports which are submitted for publication within 5 days from the date of approval.

(3) includes significant information and Reporting, for investors to make an assessment based on the activity of the company, profits and losses and indicate any special factor which has influenced those activities. Financial statement is presented in comparison with existing accounts during the same period of the previous financial year. A.S.F. issue rules concerning the content of these reports.

(4) If the issuer prepares both individual financial statements and consolidated, they are released to the public.


Article 62 Members of the administrative, management or supervisory bodies of the issuer are required to submit to the holders of securities, financial statements and information concerning actual economic conditions of the issuer.


Section 2 of the annual report in article 63 (1)

The issuer shall publish an annual financial report at the latest four months after the end of each financial year and shall ensure that the public has for at least 10 years.

(2) the annual financial Report is composed of: the audited annual financial statements);
  

(b) report of the Board of Directors);
  

(c) the person in charge) Declaration within the issuer, whose names and functions shall be specified explicitly, showing that after their knowledge, the annual accounts which has been drawn up in accordance with the applicable accounting standards provides an accurate and conform to the reality of the assets, obligations, financial position, profit and loss account of the issuer or its subsidiaries included in the consolidation process of the financial statements and that the report referred to in subparagraph (a). b) contains a correct analysis of the development and performance of the issuer, as well as a description of the principal risks and uncertainties that are specific to the activity carried out;
  

d) report full financial auditor.
  

(3) where the issuer prepares consolidated accounts, the audited financial statements referred to in paragraph 1. (2) (a). These include the) consolidated accounts drawn up in accordance with Regulation (EC) No 1782/2003. 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards, as well as the annual accounts of the parent company drawn up in accordance with the national rules of the Member State in which the parent is registered. In the event that the issuer is not obliged to draw up consolidated accounts, the audited financial statements contain the financial statements of the issuer.

(4) financial statements, including the consolidated power of issuers are audited by the statutory auditors in accordance with the rules for financial audits.


Article 64 (1) Issuers active in mining or exploitation of primary forests shall draw up annually, in accordance with applicable national regulations, a report on the payments made to the Government. The report shall be made public not later than 6 months after the end of each financial year and shall remain available to the public for at least 10 years. Payments made to Governments relate to the consolidated level.

(2) by the issuer in the extractive industry means an issuer carrying out any activity involving the exploration, exploration, discovery and exploitation and extraction of mineral deposits, petroleum, natural gas and other economic activities listed in section B 05-08 divisions of annex I to Regulation (EC) No 1782/2003. 1893/2006 of the European Parliament and of the Council of 20 December 2006 laying down the general industrial classification of economic activities NACE second review and amending Regulation (EEC) No 2092/91. 3037/90 of the Council, as well as certain EC regulations on specific statistical domains.

(3) by the issuer in primary forest exploitation sector means an issuer carrying out activities referred to in section A, 2nd Division Group 02.2 of annex I to Regulation (EC) No 1782/2003. 1893/2006, in relation to primary forests.


Section 3 of the half-yearly report in article 65 (1) the issuer of shares or debt securities shall publish a half-yearly financial report for the first six months of each financial year, as soon as possible after the end of the relevant period, but not later than 3 months after the end of it. The issuer shall ensure that the half-yearly financial report remains available to the public at least 10 years.

(2) the half-yearly financial report is composed of: (a) half-yearly accounts reporting);
  

(b) report of the Board of Directors);
  

(c) the person in charge) Declaration within the issuer, whose names and functions shall be specified explicitly, showing that after their knowledge, a half-yearly accounts situation which has been drawn up in accordance with the applicable accounting standards provides an accurate and conform to the reality of the assets, obligations, financial position, profit and loss account of the issuer or its subsidiaries included in the consolidation process of the financial statements and that the report referred to in subparagraph (a). b) is correctly and fully the information about the issuer;
  

d) report full financial auditor, where the financial statements have been audited. If the financial statements were not audited or reviewed financial auditor, the issuer shall indicate expressly this semiannual report.

  


Article 66 (1) if the issuer is required to prepare consolidated accounts, the accounting biannual reporting is drawn up according to international accounting standards applicable to interim financial reporting adopted according to the procedure laid down in article 21. 6 of Regulation (EC) No 1782/2003. 1606/2002.

(2) if the issuer is not obliged to draw up consolidated accounts, the accounting biannual reporting comprises the balance sheet and the profit and loss account, as well as simplified explanatory notes attached to them. In drawing up the balance sheet and the profit and loss account is simplified, the issuer shall comply with the same principles, as in the case of preparation of the annual financial statements.


Section 4 of the quarterly report Article 67 (1) an issuer of shares shall report on a quarterly basis for the first and the third quarter of the year, which will be published within 45 days of the end of the reporting period. It includes: a) the profit and loss account drawn up in accordance with the applicable regulations, as well as economic and financial indicators listed in regulations issued by the A.S.F. financial statements shall be accompanied by a financial auditor's report where they had been audited. Where financial information have not been audited, the issuer will indicate this expressly in quarterly report;
  

b) optionally, the report of the Board of Directors/Executive Board, in the format described in the regulations issued by the A.S.F.
  

(2) quarterly reports remain available to the public at least 5 years.


Article 68 (1) the provisions of art. 63-67 does not apply to the following issuers: a)

a State, a regional or local authority of a State, a public international body of which at least one Member State, the European Central Bank, the European financial stability Fund, hereinafter referred to as the EFSF, created by EFSF framework agreement and any other mechanism established with the objective of maintaining the financial stability of European Monetary Union by providing temporary financial assistance to Member States whose currency is the euro and the national central banks of the Member States regardless of whether or not issued shares or other securities; and b) entities that issue debt securities exclusively admitted to trading on a regulated market, with the unitary nominal value at least equal to 100,000 euros or, for the titles of debt denominated in a currency other than euro, the unitary nominal value equivalent to at least 100,000 euros at the date of issue.
  

(2) the provisions of art. 63-67 does not apply in the case of issuers that issued debt securities exclusively whose denomination of at least EUR 50,000 or, in the case of debt securities denominated in a currency other than euro, with a face value at the date of the issue, equivalent to at least EUR 50,000, which have already been admitted to trading on a regulated market in the European Union before December 31, 2010 as long as these securities are debt in circulation.


Chapter IV information of continuing major holdings Reporting Section 1 of article 69 (1) where a shareholder acquires or disposes of an issuer of shares which are admitted to trading on a regulated market and to which they are attached voting rights, the shareholder is required to notify the issuer of the proportion of voting rights he holds following purchase or assignment in question When the respective percentage reaches, exceeds or falls below one of the thresholds of 5%, 10%, 15%, 20%, 25%, 33%, 50% and 75%. The voting rights shall be calculated on the basis of the Assembly's actions to which voting rights are attached even if the exercise thereof is suspended. This information is also provided for all the shares belonging to the same category and to which they are attached voting rights.

(2) Shareholders are required to notify the issuer of the proportion of voting rights, where it reaches the thresholds referred to in paragraph 1. (1) the lower or upper or their are, as a result of events that change the distribution of voting rights based on information disclosed in accordance with paragraph 1. 4. Where the issuer has its registered office in a third country, the notification shall be made for equivalent events.

(3) the provisions of this article shall not apply: (a) exclusively for shares purchased) compensation or settlement within the framework of the regular settlement cycle in the short term, nor in the case of custozilor shares in the custodian, on condition that these custodians cannot exercise voting rights attached to such shares, unless they have received this instruction in writing or electronically;
  

b) contravention of the acquisition or transfer of major who attains or exceeds the 5% threshold by a market maker acting in that capacity only if it meets the following conditions: 1 cumulative.
is authorized to act as market maker in accordance with applicable national law and 2.
does not intervene in the management of the issuer concerned and does not exercise any influence to determine the issuer to buy such shares or back up their price;
  

  

c) voting rights included in the trading book, within the meaning of art. "". (1) point 86 of Regulation (EU) No. 575/2013, if: 1.
voting rights held in the trading book do not exceed 5%; and 2.
voting rights attached to shares held in the trading book are not exercised or otherwise used to intervene in the management of the issuer;
  

  

d) related voting rights of the shares acquired stabilisation purposes in accordance with Council Regulation (EU) No. 596/2014 and regulation 2016/1052 (EU) delegate from the Commission of 8 March 2016 to supplement Commission Regulation (EU) 596/2014 of the European Parliament and of the Council as regards technical standards for regulatory conditions applicable to buy-back programmes and stabilisation measures, provided that the voting rights attached to the shares in question may be exercised or used otherwise in order to intervene in the management of the issuer.
  

(4) for the purpose of calculating the thresholds provided for in paragraph 1. (1) the issuer makes public the total number of shares issued and the associated voting rights at the end of each calendar month if during held an increase or a decrease of the registered capital or the number of voting rights.

(5) an issuer may not define other thresholds in their instruments of incorporation than those referred to in paragraph 1. 1. Article 70 in pursuit of the notification provided for in article 10. 69 para. (1) voting rights held by a person shall be calculated taking into account the following: a) voting rights held by a third party with whom the person has entered into an agreement whereby they undertake to adopt a common policy in relation to the management of the said issuer, by concerted exercise of the voting rights held;
  

b) voting rights held by a third party in accordance with an agreement entered into with the person in question, which provides for the temporary transfer for consideration, such voting rights;
  

c) the voting rights attached to the shares pledged as security in favour of that person, provided it's to control the voting rights and to declare the intention of exercising them;
  

d) the voting rights attached to shares whose usufruct is owned by that person;
  

e) voting rights held or which may be exercised in accordance with (a). a)-d) by a person controlled by that person;
  

f) the voting rights attached to the shares held by that person, that, in the absence of specific instructions from the shareholders, may exercise without restriction;
  

g) voting rights held by a third party in its own name but on behalf of that person;
  

h)

the voting rights exercisable by that person as a trustee of that, in the absence of specific instructions from the shareholders, may exercise them as he wishes;
  

I) voting rights held by a third party, other than that referred to in subparagraph (a). ) and (e)), acting in concert with that person.
  


Article 71 (1) the provisions of art. 69 and article. 70 lit. c) does not apply if the shares offered to the members of the European system of central banks, hereinafter referred to as ' ESCB ', or by them in the exercise of their functions of monetary authorities, and neither the ESCB members provided or actions by them, within the framework of a guarantee of a repurchase agreement or similar agreement concerning liquidity granted for monetary policy purposes or within a payment system.

(2) the provisions of paragraphs 1 and 2. (1) apply in the case of transactions that relate to a short period and does not involve the exercise of voting rights attached to such shares.


Article 72 (1) the notification required pursuant to the provisions of art. 69 includes the following information: a) situation resulting from operation, in terms of voting rights;
  

b) chain controlled by means of which persons are actually hold voting rights, if applicable;
  

(c)) date of achievement or exceedances;
  

d the identity of the shareholder), even if he is not entitled to exercise voting rights under the conditions laid down in article 21. 70, and the person entitled to exercise voting rights on behalf of this keeper.
  

(2) notification to the issuer shall be effected in a physical format or via e-mail, with extensive electronic signature incorporated at the address indicated by the issuer, in Romanian language or in a language widely in international finance, promptly, but not later than 5 days from the date of the transaction to which the shareholder or person referred to in art. 70: a) learn about purchase or assignment or possibility of exercising voting rights, or ought to know about this, given the circumstances, regardless of the date on which it takes effect the acquisition, disposal or possibility of exercising voting rights; or b) informed/aware of the event referred to in art. 69 para. (2) and (3) a corporation is exempt from the obligation to make notification in accordance with paragraph 1. (1) where it is performed by the parent undertaking or, where the parent undertaking is itself a person controlled by the parent company.

(4) the parent company of an asset management company is under no obligation to bring together their holdings of collective investment undertakings managed by the management company of investments provided that the asset management company to exercise voting rights independently from the parent company. However, the provisions of art. 69 and 70 shall apply where the parent or other person controlled by parent company has invested in holdings managed by the asset management company, and the latter may exercise discretion in voting rights attached to such holdings or not we can exercise only in accordance with the instructions of the direct or indirect parent company or other persons controlled by the parent company.

(5) the parent of an investment firm is under no obligation to bring together their holdings under the provisions of art. 69 and 70 with holdings included in individual portfolios managed by the company of discretionary investment based, to the extent that: (a) the investment firm) is authorized to provide such services for the administration of individual portfolios 5(3)(a);
  

b) this can not exercise the voting rights attached to the shares in question, unless it has received written instructions or by electronic means, or by setting up guarantee mechanisms are appropriate, that services the management of individual portfolios are conducted independently of any other service;
  

c) investment firm exercises its voting rights independently from the parent company.
  

However, the provisions of art. 69 and 70 shall apply where the parent or other person controlled by parent company has invested in holdings managed by this investment firm, and that's not exercising how does the voting rights attached to such holdings or not we can exercise only in accordance with the instructions of the direct or indirect parent company or other persons controlled by the parent company.

(6) within three working days of receipt of the notification pursuant to paragraph 1. (1) the issuer shall publish in full the information contained in the notification.


Article 73 (1) the notification obligations under article 4. 69 applies, including if that holds, directly or indirectly: (a)) financial instruments, at maturity, they entitle the holder, pursuant to a formal agreement, the unconditional right to either acquire, be able to exercise their right to acquire shares having voting rights and incorporated already issued of an issuer whose shares are admitted to trading on a regulated market;
  

b) financial instruments not included in (a). It has), but which are related to the actions referred to in this point and have similar economic effect of the financial instruments mentioned in the letter in question, whether or not they confer a right to a physical settlement.
  

(2) the notification referred to in paragraph 1. (1) includes breakdown by type of financial instruments in accordance with paragraph 1. (1) (a). of financial instruments) and held in accordance with paragraph 1. (1) (a). b), making the distinction between financial instruments conferring the right to a physical settlement and those that confer entitlement to a cash settlement.

(3)

Number of voting rights shall be calculated on the basis of the whole economic backgrounds actions support values of the financial instrument, except where a financial instrument provides for exclusive settlement cash, in which case the number of voting rights shall be calculated according to the regulations issued by the A.S.F. side for this purpose, the holder must notify agrege and all related financial instruments of the same issuer. Only long positions are taken into account for the calculation of voting rights they cannot be offset by short positions related to the same issue. Within the meaning of this paragraph long positions in relation to the voting rights of an issuer are those positions on financial instruments linked to the issuer to whom the corresponding to voting rights or on derivative financial instruments whose object includes voting rights on the underlying issuer and conferring voting rights holder of that financial instrument.
Short positions in relation to the voting rights of an issuer are those positions on financial instruments linked to the issuer to whom the corresponding to voting rights or on derivatives whose object includes voting rights on the underlying issuer and which restrict the voting rights of the holder of that financial instrument.

(4) for the purposes of paragraph 1. (1), the following tools are considered to be financial instruments, provided that they satisfy any of the conditions referred to in paragraph 1. (1) (a). or b) to): a) transferable securities;
  

b) options;
  

c) futures contracts;
  

d) swaps;
  

e) forward rate contracts;
  

f) contracts on the differences; and (g) any contracts or other) agreements with similar economic effects which may be settled physically or in cash.
  

(5) the derogations provided for in article 10. 69 para. (3) and article 3. 72 para. (3), (4) and (5) shall apply mutatis mutandis to the notification requirements pursuant to this article.


Article 74 (1) notification requirements referred to in article 1. 69, 70 and 73 shall apply also to a person, when the number of voting rights directly or indirectly owned by such person pursuant to the provisions of art. 69 and 70, the aggregate number of voting rights in relation to financial instruments held, directly or indirectly in accordance with article 11. 73, reaches, exceeds or falls below the thresholds laid down in article 21. 69 para. (1) and (2) the notification referred to in paragraph 1. (1) includes a breakdown of the number of voting rights attaching to shares in accordance with the provisions of art. 69 and 70 and voting rights in relation to financial instruments within the meaning of art. 73. (3) the voting rights attached to financial instruments which have already been notified in accordance with article 7. 73 shall be notified again when the person acquired the shares to which they are attached voting rights, and this acquisition results in a total number of voting rights attaching to shares issued by the same issuer that reaches or exceeds the thresholds laid down in article 21. 69 para. 1. Article 75 (1) When an issuer of shares admitted to trading on a regulated market acquires or disposes directly or indirectly own shares, it makes public the proportion of own shares held as soon as possible, but no later than 4 working days following such acquisition or disposal where that proportion reaches, exceeds or falls below the thresholds of 5% or 10% of the total voting rights. This percentage shall be determined on the basis of the total number of shares to which voting rights are attached.

(2) the provisions of article 4. 73 shall apply accordingly if the publication obligations laid down in this article.


Article 76 (1) an issuer of shares admitted to trading on a regulated market shall publish without delay any changes in the rights attached to different classes of shares, including rights attached to derivatives issued by the issuer and allowing access to its shares.

(2) the issuer of securities other than shares admitted to trading on a regulated market shall publish without delay any changes in the rights of holders of securities other than shares, including any amendments to the terms and conditions governing those securities could affect indirectly these rights, in particular as a result of a change in the conditions of the loan or interest rates.


Section 2-Information for holders of securities admitted to trading on a regulated market, Article 77 (1) an issuer of shares shall ensure that all means and information necessary to enable shareholders to exercise their rights are available in the Member State of origin and the integrity of data is preserved. Shareholders may not be prevented from exercising their rights by empowerment, with compliance incidents in which the issuer has its registered office. The issuer meets in particular the following: (a) provide information to another location), date and time, as well as the agenda of the General meetings, the total number of shares and voting rights and the right of holders to participate in meetings;
  

b) make available to each person entitled to vote at a general meeting of shareholders of a power of Attorney form, on paper or, where applicable, by electronic means, together with the Assembly on 27/28.04.2007 or on request, after convening a meeting;
  

c) designate as the payment agent a financial institution through which shareholders may exercise their financial rights;
  

(d) public information on the allocation) and the payment of dividends and the issue of new shares, including information on any distribution operations, subscription, cancellation or conversion.
  

(2) an issuer may use electronic way for sending information to shareholders, insofar as this decision is taken at the general meeting and are satisfied the conditions laid down in rules A.S.F.


Article 78 (1) the issuer of debt securities admitted to trading on a regulated market shall ensure equal treatment for all holders of debt securities of the same rank in terms of all voting rights attached to such securities.

(2)

The issuer shall ensure that all means and all information necessary to enable holders of debt securities to exercise their rights are publicly available in the home Member State, and the integrity of data is preserved. Debt securities holders shall not be prevented from exercising their rights by empowerment, as stipulated by the legislation of the State in which the issuer has its registered office. The issuer meets in particular the following: (a) public information concerning place), time and agenda of meetings of debt securities holders, the payment of interest, the exercise of any conversion, Exchange, subscription or cancellation and reimbursement, as well as the right of holders to participate in the meeting;
  

b) make available to each person entitled to vote at a meetings of holders of debt securities due a special power of Attorney form, on paper or, where applicable, by electronic means, together with the Assembly on 27/28.04.2007 or on request, after convening a meeting; and (c)) shall designate as the payment agent a financial institution through which holders of debt securities may exercise their financial rights.
  

(3) where only holders of debt securities whose denomination per unit amounts to at least EUR 100,000 or debt securities denominated in a currency other than euro whose denomination per unit amounts equivalent, at the time of the show, at least 100,000 euros, are invited to participate in a general meeting, the issuer may choose any State member of the Assembly shall be held provided that all means and information necessary for the exercise of rights by shareholders to be made available in that Member State.

(4) the election referred to in paragraph 1. (3) also apply to holders of debt securities with the nominal value per unit amounts to at least EUR 50,000 or, debt securities issued in a currency other than euro, the unitary nominal value equivalent to at least 50,000 euros at the date of issue, which have already been admitted to trading on a regulated market in the European Union before December 31, 2010 as long as these securities are not maturing debt, provided all the means and information necessary for the exercise of the rights of the bondholders to be available in the Member State chosen by the issuer.

(5) an issuer may use electronic way to send information to the holders of debt securities, provided that such decision should be taken in the General Assembly and are satisfied the conditions laid down in the rules of A.S.F.


Section 3 of the General obligations of information Article 79 when the issuer or any person who has applied for, without its consent, the admission of securities to trading on a regulated market shall make public, regulated information in accordance with the obligations imposed by this law, he/she shall, at the same time, the information from the operator and market the A.S.F. which may decide to publish such information on its website.


Article 80 (1) the information to be notified to the issuer in accordance with the provisions of art. 69, 70, 72 and 73 shall be transmitted at the same time the A.S.F.

(2) the rules governing the language issue A.S.F. where regulated information shall be made public in accordance with the obligations imposed by this law.


Article 81 (1) an issuer or a person who has applied for admission to trading on a regulated market without the issuer's consent shall publish the information covered what must be disclosed in accordance with the obligations imposed by this law so that it can be made accessible quickly and in a non-discriminatory manner and make them available for storage during an official mechanism for storage.

(2) the official storage Mechanism as referred to in paragraph 1. (1) comply with the minimum standards of security concerning the authenticity of the source of information regarding the registration date (moment) that are submitted by the reports and the ease of access by end-users.

(3) access to the official storage mechanism as referred to in paragraph 1. (1) and interconnection with the official storage mechanisms from other Member States is achieved by means of a web portal that acts as an electronic access point.


Article 82 (1) managers of issuers whose securities are admitted to trading on a regulated market shall be obliged to report immediately any legal act concluded by the issuer with the managers, employees, shareholders who hold control, and with people with whom they performed acts, whose combined value accounts for at least the equivalent in lei of 50,000 euros.

(2) where the company conclude legal acts with persons mentioned in paragraph 1. (1) to comply with its interests in relation to the offers of the same kind available on the market.

3. the reports referred to in paragraph 1. (1) mentions, in a special chapter, legal acts concluded or amendments thereto and shall specify the following: the parties have concluded legal document, closing date and nature of the Act, the description of its object, the total amount of the legal act, the mutual debts, guarantees constituted, deadlines and modalities of payment.

(4) the reports mentioned and any other information necessary to determine the legal effects of the acts on the financial situation of the company.


Article 83 A.S.F. issue regulations pursuant to the provisions of this chapter.


Chapter V Special provisions for corporate events of issuers whose securities are admitted to trading on a regulated market in article 84 (1) the members of the Board of Directors of issuers whose shares are admitted to trading on a regulated market may be elected by cumulative voting method. At the request of a shareholder, the choice on the basis of this method is made mandatory.

(2) where the election by cumulative voting method is not applied to the request formulated by a significant shareholder, he shall be entitled to request the Court to immediately be convened a general meeting of shareholders.

(3)

Management of an issuer subject to cumulative voting method shall be conducted by a Board of Directors made up of at least 5 members. No provision of the Constitution of issuers whose shares are admitted to trading on a regulated market may not cancel, modify or restrict the right of shareholders to request and obtain cumulative voting method under this law and the regulations issued pursuant thereto A.S.F.. Any provision of the articles of incorporation which has the purpose or effect of restricting the right of shareholders to request, in accordance with the law, cumulative voting method for the appointment of Directors shall be deemed unwritten.

(4) the provisions of paragraphs 1 and 2. (1) to (3) shall apply accordingly in the case of the election of the members of the Supervisory Board, in the event that the issuer is administered in two-tier system.

(5) the rules for applying A.S.F. issue voting method on a cumulative basis.


Article 85 (1), any increase in the capital shall be decided by the extraordinary general meeting of shareholders.

(2) the instrument of Constitution or the extraordinary General Assembly may authorize the increase in share capital up to a maximum level. Within the limits of the level fixed, the Administrative Board may decide, as a result of delegation of tasks, increase the registered capital. This power is granted to administrators for a period not exceeding 3 years and may be renewed by the General Assembly for a period that, for each renewal, shall not exceed 3 years.

(3) the decisions taken by the Board of Directors of an issuer in the exercise of powers delegated by the extraordinary general meeting of shareholders shall have the same arrangements as well as the decisions of the general meeting of shareholders, in terms of their advertising and the possibility of appeal to the courts.

(4) charges the shareholders requesting the issue of copies of the documents issued pursuant to paragraph 1. (3) do not exceed the costs of proliferation.


Article 86 (1) by way of derogation from the provisions of law No. 31/1990, the date on which the identification of the shareholders to benefit from dividends or other rights and on which decisions are without prejudice to the effects of the general meeting of shareholders shall be determined by the latter. This time will be later than 10 working days after the date of the general meeting of shareholders.

(2) with the fixing of dividends the general meeting of shareholders shall determine the date on which they will be paid to shareholders. This date will not be set later than six months from the date of the general meeting of shareholders of establishment.

(3) where the general meeting of shareholders does not establish the date of payment of dividends, according to para. (2) they shall be paid within 30 days from the date of publication of the decision of the general meeting of shareholders setting out the dividends in the Official Gazette of Romania, part IV-a, the time at which the fulfilment of the law society is in arrears.

(4) General Assembly decision fixing the dividend shall be filed within 15 days at the national trade register Office, to be mentioned in the register and published in the Official Gazette of Romania, part IV. The judgment shall be enforceable, under which shareholders can proceed to enforcement against the company, according to the law.

(5) an issuer shall pay dividends and any other amounts due to holders of securities through central securities depository and of participants in their system.


Article 87 (1) in the case of an increase of share capital by contribution in cash, raising the right of preference shareholders to subscribe to the new shares must be decided in an extraordinary general meeting of shareholders the shareholders representing at least 85% of the issued share capital, and with the vote of the shareholders who own at least 3/4 of the voting rights. Following the removal of the right of preference shareholders to subscribe to the new shares, they will be offered for public subscription in compliance with the provisions on takeover bids for sale within title II and the regulations issued pursuant thereto.

(2) increase in share capital by contribution in kind is approved by the extraordinary general meeting of shareholders the shareholders representing at least 85% of the issued share capital, and with the vote of the shareholders representing at least 3/4 of the voting rights. In-kind may consist only in new and improved goods necessary for carrying out the objects of the issuing company.

(3) the assessment of the contribution in kind is done by independent experts, in accordance with the provisions of art. 215 of the law nr. 31/1990.

(4) the number of shares as a result of the contribution in kind is determined as the ratio between the amount of the contribution, determined in accordance with paragraph 1. (3), and the highest value of the market price of a stock value per share calculated on the basis of net assets or the nominal value of the action.

(5) in the case of removal of the right of preference, in accordance with paragraph 1. (1) number of shares shall be determined as set out in paragraph 1 criterion. 4. Article 88 (1) share capital Increase through conversion of debts receivable and certain, liquid is assimilated to the operation to raise capital with the cash contribution to have been made with the assignment of the right of preference all shareholders of the issuer and subject to the conditions laid down in this article.

(2) for the purposes of granting the right of preference, the extraordinary general meeting of shareholders decides on share capital increase with the amount resulting by converting certain debt, liquid and payable, as well as an additional amount representing a cash contribution of other shareholders who may subscribe shares in proportion to the share held by them at the time of registration to be determined by the general meeting of shareholders.

(3) the quorum of the meeting for the adoption of the decision to increase the share capital by converting the debts of certain, liquid and payable, with the assignment of the right of preference, is that provided by the law. 31/1990.

(4) Lifting of the right of preference in the event of an increase in share capital by converting the debts of certain, liquid and payable shall be carried out in compliance with the conditions laid down in article 21. 87 para. 1. Article 89 (1)

Decisions of the General Assembly, contrary to the law or the articles of incorporation, which have the effect of changing the share capital may be appealed against in court within 15 days from the date of publication in the Official Gazette of Romania, part IV-a, of any of the shareholders who did not take part in the general meeting or who voted against and demanded to insert this in the minutes of the meeting.

(2) the actions referred to in paragraph 1 shall be annulled. (1) it solves emergency and, in particular, by the courts, in the Council, within a period of 30 days from the date of introduction of the application of call in court.

(3) the decisions given by the tribunal may be appealed against with the appeal within 15 days from the date of communication.

(4) the appeal will settle urgent by the Court of appeal within 30 days from the date the dossier on the role of the Court of appeal.


Article 90 (1) acts of acquisition, alienation, Exchange or constituting a guarantee of certain assets in the category of issuer's fixed assets, whose value exceeds, individually or cumulatively, for the duration of a financial year, 20% of the total fixed assets, less claims, are concluded by the Administrators or the directors of the issuer only after prior approval by an extraordinary general meeting of shareholders.

(2) Rental of tangible assets for a period longer than one year, the value of which the individual or cumulative versus the same sign or people involved, or who act in concert exceeds 20% of the total value of fixed assets, less the claims at the time of conclusion of a legal instrument, as well as associations for a period longer than one year, and has the same value is approved in advance by the extraordinary general meeting of shareholders.

(3) in the case of non-compliance with paragraph 1. (1) and (2), any of the shareholders may request the cancellation of the Court and prosecution concluded legal administrators for damages caused to the company.

(4) In the case of a corporate event in which, as a result of applying the algorithm specific event in question, the resulting fractions of financial instruments, the rounding results will be achieved in full.


Article 91 (1) by way of derogation from the provisions of art. 134 of the law nr. 31/1990, the price paid by an issuer that shareholder exercises his right to withdraw from the partnership shall be established by an independent registered valuer at A.S.F. and in accordance with international valuation standards.

(2) the issuer has an obligation of payment of the consideration shares held by shareholders who have exercised their right of withdrawal from society within 4 months from the filing of applications concerning the withdrawal.


Article 92 (1) the Board of directors or, where appropriate, the Directorate shall convene a general meeting within a period provided for in art. 117 paragraph 1. (2) of law No. 31/1990.

(2) the period referred to in paragraph 1. (1) is not applicable to second or for the next meeting of the General Assembly of a quorum required were not met determined for the Assembly convened for the first time, provided that: (a)) provisions of this article have been complied with during the first convocation;
  

b) in order not to be added to any new point; and (c)) to pass at least 10 days between the final convocation and the date of the general meeting.
  

(3) one or more shareholders representing, individually or together, at least 5% of the share capital has/have the right: (a)) to introduce the points on the agenda of the General Assembly, provided that each shall be accompanied by a justification or a draft resolution proposed for adoption by the General Assembly; and (b)) to submit draft resolution points included or proposed to be included on the agenda of the General Assembly.
  

(4) the rights referred to in paragraph 1. (3) may be exercised only in writing, proposals are to be sent by courier service or by electronic means.

(5) the shareholders can exercise their rights specified in paragraph 2. (3) within 15 days after the date of publication of the call.

(6) In cases where the exercise of the right referred to in paragraph 1. (3) (a). to change the order of) determines the day of the general meeting of shareholders, the company releases already make available a revised agenda, using the same procedure as that used for the previous agenda, before the date of the general meeting of shareholders, as defined by the regulations, and A.S.F. observance of the time limit laid down in article 21. 117 ^. (3) of law No. 31/1990, so as to enable other shareholders to appoint a representative or, where applicable, to vote by mail.

(7) the access of shareholders entitled to participate at the reference date, the general meeting of shareholders is permitted by the mere evidence of their identity, in the case of shareholders who are individuals with their identity card or, in the case of legal persons, the legal representative, and in the case of legal entities and physical persons of the shareholders represented, with the authorization of the person they represent time , in compliance with the applicable legal provisions.

(8) the reference Date shall be determined by the issuer and may not be prior to the more than 30 days after the date of the general meeting to which it applies.

(9) to prevent access to a shareholder that meets the law to participate in the general meeting of shareholders shall entitle any person interested to request the annulment of the decision of the general meeting of shareholders.

(10) the representation of shareholders in the general meeting of shareholders can be done also by persons other than the shareholders, on the basis of a special or general authorisation.

(11) where a shareholder is represented by a credit institution which provides custody services, it will be able to vote in the general meeting of shareholders on the basis of instructions received by electronic means of communication, without the need to draw up a special authorization or by the General shareholder. The custodian shall vote in the general meeting of shareholders of exclusively in accordance and within the limits of the instructions received from the clients having the status of shareholders at the date of reference.

(12)

Special empowerment may be granted to any person for representation in a single General Assembly and contains specific instructions from the shareholder side, stating clearly the option of voting for each item entered on the agenda of the General Assembly. In this case, the provisions of art. 125 para. (5) of law No. 31/1990 are not applicable. In discussing the situation at the general meeting of shareholders, in accordance with the legal provisions of points not listed on the agenda, the representative may vote on their edge according to the interest of the shareholder represented.

(13) the Shareholder may grant a power of Attorney is valid for a period not exceeding 3 years, allowing his agent to vote in all aspects contained in the General meetings of the shareholders ' debate to one or more issuers that are identified in the power of Attorney, individually or through generic forms relating to a specific category of issuers, including with regard to acts of disposition provided that the authorization to be granted by the shareholder, as a customer, an intermediary as defined under art. 2 (2). (1) section 20 or a lawyer.

(14) the authority, prior to their first use, are submitted to the company with 48 hours before the General Assembly or within the period specified by the articles of incorporation of the issuer, in copy, including mention of conformity with original signature representative. Copies of powers are retained by the company, making mention thereof in the minutes of the General Assembly.

(15) the shareholders cannot be represented in the general meeting of shareholders on the basis of an authorization referred to in paragraph 1. (13) a person who is in a situation of conflict of interest that may arise in particular in the following cases: a) is a major shareholder of the issuer or a person controlled by that shareholder;
  

b) is a member of an organ of the Administration, management or supervisory bodies of the issuer, of a major shareholder or a person controlled in accordance with subparagraph (a). a);
  

c) is an employee or an auditor of the company or of a major shareholder or entity controlled, according to the provisions of subparagraph (a). a);
  

d) is the spouse, relative or Blueberry Bush up to the fourth degree inclusive of one of the persons referred to in subparagraph (a). a)-(c)).
  

(16) the Lieutenant cannot be substituted by a person other than where such right was expressly conferred by the stockholder in empowerment. In circumstances where the person is a legal person, it can exercise its mandate through any person that is part of his body or management or of its employees. The provisions of this paragraph shall not affect the right of the shareholder to appoint vicarious agents for one or more alternates, to ensure representation in the General Assembly, in accordance with the regulations issued pursuant to these provisions A.S.F..

(17) issuers may allow their shareholders any form of participation in the general meeting by electronic means for transmitting data.

(18) the shareholders may designate and to revoke their representative by electronic means for transmitting data.

(19) the Issuers are obliged to draw up procedures to give shareholders the opportunity to vote in the General Assembly, both by attending personally or through a representative in the General Assembly, as well as representation, namely by mail. Where on the agenda of the general meeting of shareholders resolutions requiring lies a secret vote, the vote of the shareholders of the participants personally or through a representative, as well as of those who vote by mail will be expressed by means which do not allow the unveiling of its members charged with Secretariat than counting votes cast in secret and only when they are known and the other votes cast secretly by the shareholders present or of representatives of shareholders attending the session. In the case of a vote by representative, disclosure of voting against it, before the General Assembly, does not constitute a breach of the requirement concerning the secrecy of the vote.

(20) where the shareholder expressed vote by correspondence shall participate personally or through a representative at the general meeting, voting by correspondence expressed for that general meeting is canceled. In this case is taken into account only vote in person or by representative.

(21) if the person who represents the shareholder through personal participation in the general meeting is other than that expressed by correspondence, then vote for the validity of his vote at an Assembly it shall cancel the written vote by correspondence, signed by the shareholder or his representative who expressed his vote by correspondence. This is not necessary if the shareholder or its legal representative is present at the general meeting.

(22) With at least 30 days before the date of the general meeting of shareholders, the company shall provide the shareholders the documents or information regarding the issues to be included on the agenda, their own website, including annual accounts, the annual report of the Board of Directors, namely the report of the Executive Board and the Supervisory Board, as well as the proposal on the distribution of dividends.

(23) the Board of Directors, namely the Directorate are obliged to convene the general meeting at the request of the shareholders specify in article 11. 119 paragraph 1. (1) of law No. 31/1990, where the application contains provisions which are within the responsibility of the Assembly so that the Assembly should be held on the first or the second convocation, within 60 days from the date of application.

(24) this article and the regulations issued in implementation thereof A.S.F. shall not apply to the use of tools, skills and resolution mechanisms provided for by the legislation relating to redress and resolution of credit institutions and investment firms.

(25)

For the purposes of the provisions of the legislation regarding the recovery and resolution of credit institutions and investment firms, the General Assembly may, by a majority of two-thirds of the votes validly cast, decide upon or change status to provide that a meeting of the General Assembly to decide on a capital increase, is done in a shorter period than that provided for in paragraph 1. (1), provided that the date of the general meeting convocation and the date must be at least 10 calendar days to be fulfilled the conditions relating to early intervention measures or the temporary administrator designation under the law concerning the recovery and resolution of credit institutions and investment firms, and capital increase is necessary in order to avoid the trigger conditions of the resolution under the law concerning the recovery and resolution of credit institutions and investment firms.

(26) for the purposes of paragraph 1. (25) the obligation to establish a single time-limit for the exercise of shareholders ' rights to introduce points on the agenda of the general meeting or to submit draft resolution points included or proposed for inclusion on the agenda of the General Assembly under the provisions of paragraph 1. (5) the obligation to ensure timely availability of a revised agendas under the provisions of paragraph 1. (6) the obligation that all issuers should establish a single reference data in compliance with the regulations does not apply to A.S.F..

(27) the A.S.F. will issue regulations pursuant to the provisions of this chapter.


Chapter VI statutory auditors Article 93 financial and accounting Statements and the operations of issuers whose securities are admitted to trading on a regulated market shall be developed in accordance with the specific requirements laid down by M.F.P. and are audited by the statutory auditors, members of the Board of Auditors from Romania.


Article 94 (1): a financial Auditor) shall draw up a report on financial audit in accordance with auditing standards issued by the Chamber of Deputies from Romania;
  

(b)) shall, within 30 days, based on the information submitted by the administrators, additional reports, in accordance with the auditing standards and financial reporting framework defined by international accounting standards and rules concerning operations A.S.F., claimed by shareholders representing at least 5% of the total voting rights. Administrators are required to provide all required information Auditors. Additional report is made public on the website A.S.F.;
  

(c) additional services), under observance of the principle of independence.
  

(2) If administrators and Auditors referred to in paragraph 1. (1) (a). b) do not give the request within the period specified, or if the report published does not contain information in the reporting, the shareholders shall be able to address the Court's territorial jurisdiction where the company has its headquarters, with a view to the appointment of another auditor or expert for the resumption of the procedure for drawing up and presentation of the additional report, and the report to be submitted to the Court and made available to interested parties Auditor's opinion, and financial or wizard to be published in the A.S.F.


Article 95 (1) statutory auditors are required to report all A.S.F., without coming into conflict with the provisions of the code relating to ethical and professional standards and financial audit, within 10 days of any fact or act in connection with the activity of issuers whose securities are admitted to trading on a regulated market of which they become aware in the performance of their duties and which : a) constitutes a breach of the laws governing the operating conditions of the issuer is audited;
  

b) is likely to affect the issuer's audited business continuity;
  

c) can lead to an audit opinion with reservations, an expression of an opinion or opinions to the contrary.
  

(2) statutory auditors are required to report, without delay, any fact or act A.S.F., from amongst those referred to in paragraph 1. (1), which has come to their knowledge during the performance of the audit in relation to a person controlled by the issuer.

(3) upon written request of the A.S.F. statutory auditors are required to submit: (a) A.S.F.) any report or document that has been brought to the knowledge of the issuer's audited;
  

b) to submit to the A.S.F. with a statement of the reasons for the termination of the contract audit, regardless of their nature;
  

c) to submit any report or document A.S.F. comprising observations which have been brought to the attention of senior management of the issuer audited.
  


Article 96 A.S.F. has ensure the confidentiality of the information received in accordance with article 7. 95, except those that are criminal.


Article 97 For significant deficiencies noted in the professional activities of an auditor in relation to issuers whose securities are admitted to trading on a regulated market A.S.F. notifies Romania Chamber of financial auditors and calls for the adoption of appropriate measures, in accordance with the regulations in force.


Chapter VII Powers and competences of the A.S.F.


Article 98 (1) Without prejudice to the powers laid down in article 21. 2 (2). (9), which applies appropriate A.S.F., for the purpose has duties incumbent on it pursuant to the provisions of this title, the following powers: to ask) on the part of Auditors, issuers, holders of shares or other financial instruments, or of persons referred to in art. 70 or art. 73, and the part of the persons that control them or are controlled by them to provide information and documents;
  

(b)) to require that the issuer to disclose the information referred to in points. ) arrangements and within the time limits deemed necessary by the A.S.F. where issuer or persons which controls, or which are controlled by it cannot publish information, A.S.F. may, after having heard the issuer, to publish this information on its own initiative;
  

c)

to request from management of the issuers and the holders of shares or other financial instruments or persons referred to in art. 70 or art. 73 to notify the information required under this Act or the regulations and, where appropriate, A.S.F., to provide further information and documents;
  

d) suspend or ask the relevant regulated market to suspend trading of the financial instruments for a maximum period of 10 days if it has grounds for establishing that the issuer has not complied with the provisions of this title or regulations A.S.F. or if the issuer considers that the situation is such that trading would be detrimental to investors;
  

e) prohibit trading on a regulated market if it finds that they were not complied with the provisions of this title or regulations A.S.F. or where the presumed A.S.F., based upon reasonable grounds, that the provisions of this title are infringed;
  

f) to take steps so that the issuer to disclose the information in a timely manner in order to ensure optimal and equal access of the public in all Member States where the securities are traded or to take appropriate measures if the situation presents itself otherwise;
  

g) make public the fact that an issuer, or a holder of shares or other financial instruments or one of the persons referred to in article 21. 70 or 73 do not comply with the obligations incumbent on it;
  

h) to ascertain whether the obligations of reporting and transmitting the information referred to in this title have been fulfilled in compliance with the conditions and formats are determined by law and take the necessary steps, if it finds the existence of irregularities; and i) to carry out on-site inspections in the territory, at the headquarters of the regulated entities or supervised and/or in cooperation with other authorities, at other entities covered by the provisions of this law, in compliance with the applicable national legislation, in order to verify compliance with the provisions of this title and regulations issued pursuant thereto;
  

j) decide that the securities are admitted to trading on a regulated market shall be withdrawn from the trading, which considers that, owing to special circumstances, can no longer maintain an orderly market for such securities.
  

(2) Without prejudice to paragraphs 1 and 2. (1) is vested with the A.S.F., all powers necessary for the exercise of its powers.

(3) communication to the A.S.F., an auditor of any information and/or documents as a result of the requests formulated in that respect by the A.S.F. under paragraph 1. (1) (a). a) does not constitute a breach of any of the restrictions on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision and shall not be binding upon the respective responsibility of the auditor.


Article 99 (1) the obligation of professional secrecy shall apply to all persons who work or have worked for, and for whom the A.S.F. A.S.F. entities it has possibly delegate certain tasks. Information subject to professional secrecy may not be disclosed to any person or authority whatsoever, save in accordance with national law and regulatory provisions.

(2) the competent authorities shall cooperate with the A.S.F. in other Member States where this is necessary for the performance of functions and the exercise of powers conferred by this title and assist them.

(3) in exercising its powers of investigation, sanction and A.S.F. cooperates with the competent authorities of the other Member States in order to ensure that penalties or measures produce the desired results and arranged to coordinate efforts when dealing with cross-border cases.

(4) refer the A.S.F. ESMA with regard to situations in which a request for cooperation has been rejected or has not been responded to within a reasonable period and cooperate with it in accordance with Commission Regulation (EU) No. 1.095/2010, by providing it with all necessary information for carrying out the tasks incumbent on ESMA pursuant to this regulation.

(5) the provisions of paragraphs 1 and 2. (1) shall not preclude the exchange of information between the competent authorities and A.S.F.. Information thus exchanged shall be covered by the obligation of professional secrecy, which is the responsibility of the persons employed or formerly employed by the competent authorities receiving the information.

(6) the A.S.F. may conclude agreements on Exchange of information with the competent authorities or bodies of third countries concerned of their own legislation to carry out any task similar to those laid down in the laws pertaining to the powers of supervision of compliance with the obligations concerning the A.S.F. transparency of issuers whose securities are admitted to trading on a regulated market. This exchange of information shall be subject to certain guarantees of professional secrecy at least equivalent to those laid down in this article and is intended for the execution of the supervisory powers of the authorities or bodies concerned, where they are coming from another Member State, the information may not be disclosed without the express agreement of the competent authorities that they have informed and, where appropriate, solely for the purpose for which they gave consent.


Article 100 (1) where the A.S.F., as competent authority, when Romania is a Member State host for an issuer whose securities are admitted to trading on a regulated market, finds that the issuer, or a holder of shares or other financial instruments, or the person referred to in art. 71 has committed irregularities or infringed its obligations and, it informs those findings to the competent authority of the Member State of origin and ESMA.

(2)

Where, despite the measures taken by the competent authority of the Member State of origin or if these measures prove inadequate, the issuer or the holder of securities shall continue not to comply with the obligations incumbent on it, A.S.F., as competent authority, when Romania is the host Member State, after informing the competent authority of the Member State of origin , take all necessary measures to protect investors, in accordance with the legal provisions concerning the reporting obligations and transparency in relation to issuers whose securities are admitted to trading on a regulated market, shall to this end, in the shortest time possible, the European Commission and ESMA.


Title IV Issuers whose securities are admitted to trading or are traded within a multilateral trading system or trading system organized by the chapter I General provisions Article 101 (1) the provisions of this title shall determine the legal framework applicable to issuers whose securities are admitted to trading or are traded, with their agreement, in the framework of a multilateral trading system, or within an organized system of trading as well as reporting obligations and transparency of such issuers.

(2) the provisions of this title are not applicable in the case of securities issued by collective investment undertakings other than the closed-end type.


Within the meaning of article 102 of this title, by issuer means a legal person or other legal entity governed by public or private law, including a State, whose securities are admitted to trading or are traded, with his consent, in the framework of a multilateral trading system, or within an organized system of trading.


Chapter II Admission, enrolment and withdrawal of securities to trading on a multilateral trading system or trading system organized by Article 103 admission or, where applicable, the trading of securities in the context of a multilateral trading system, or within an organized system of trading is done in accordance with the rules of the system operator, which manages the said multilateral trading system or trading system organized A.S.F., approved by


Article 104 the conditions for withdrawal of securities to trading on a multilateral trading system or organized system of trading shall be established by regulations of the A.S.F. and are specified in the rules of the system operator, which manages the said multilateral trading system or organized system of trading.


Chapter III information of periodic and continuous Article 105 Issuers are required to register with the A.S.F. and certificate confirming the registration of securities, to comply with reporting requirements established by the regulations of the A.S.F., and those of the trading systems which are traded securities issued by them.


Article 106 article. 46 para. (2) to (4), art. 62, art. 69-76, art. 77 para. (1), art. 78 para. (1) and (2), art. 85-98 and art. 99 para. (1) to (3), (5) and (6) shall apply accordingly in the case of issuers whose securities are traded in the form of a multilateral trading system or trading system organised in compliance with the provisions of art. 46 para. 5. Article 107 A.S.F. issue regulations pursuant to the provisions of this title relating to transparency and reporting obligations of issuers whose securities are traded on a multilateral trading system, or on an organized system of trading.


Title V chapter I on market Abuse General provisions Article 108 (1) this title lays down the legal framework of the misuse of privileged information, unauthorized disclosure of privileged information and market manipulation, as well as measures for the prevention of market abuse.

(2) the European Commission informs the A.S.F. when it takes place, by amending domestic legislation, the extension of the powers in respect of the offences mentioned in article 1. 134 para. (2) to (5) of the attempt. 135 para. (1) as well as inciting and complicity in the acts referred to in article 1. 134 para. (2), (4) and (5) which have been perpetrated outside of Romania, where: (a)) the offender has his habitual residence in the territory of Romania; or (b) the offence was committed) for the benefit of a legal person established on the territory of Romania.
  

(3) for the purposes of this title by the issuer means a legal entity governed by private or public issues or plans to issue financial instruments, the issuer being, in the case of certificates of deposit as having financial instruments, the issuer of the financial instrument.


The provisions of article 109 of this title shall apply to: (a)) of financial instruments admitted to trading on a regulated market or for which a request for admission to trading on a regulated market;
  

b) financial instruments traded in the context of a multilateral trading system (MTS), admitted to trading within an MTS or for which a request for admission to trading within an SMT;
  

c) financial instruments traded within an organized system of trading (SOT);
  

(d) the financial instruments included) lit. a), b) or c) whose value is dependent on the price or the price or value of a financial instrument as referred to in those paragraphs or has an effect on them, and which may include, but is not limited to swaps and credit risk contracts for difference;
  

e)

behaviors or transactions, including deals related to bidding on an auction platform approved as a regulated market of emission certificates or other products based on these bids, including when the products auctioned are not financial instruments pursuant to Regulation (EU) No. 1,034/2010 of 12 November 2010 on timing, administration and other aspects of the bidding of emission of greenhouse gases pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a system for trading emission quotas for greenhouse gases in the community. Without prejudice to specific provisions concerning tenders submitted in the context of invitations to tender, the provisions of this title relating to trading orders apply to these offers.
  


Article 110 (1) the provisions of art. 120 applies as well: a) spot contracts on commodities that are not energy products wholesale, when transaction, or behavior, is likely to have or are intended to have an effect on the price or value of a financial instrument, as referred to in art. 109;
  

(b)) types of financial instruments, including derivative contracts or derivative financial instruments for the transfer of credit risk, when the transaction, order, offer or behavior has or may have an effect on the price or value of the contract goods, the spot where the price or value depends on the price or value of such financial instruments;
  

c) behaviour in terms of reference pointers.
  

(2) the provisions of this title shall apply to any transaction or conduct related to any financial instrument as referred to in paragraph 1. (1) and in article 8. 109, regardless of whether the conduct or transaction, the order shall be carried out in a place of trading.


The prohibitions provided for in article 111 in this title shall not apply to: (a) transactions with own shares) under the buy-back programmes, where those transactions are carried out in accordance with the provisions of art. 5 para. (1), (2) and (3) of Regulation (EU) No. 596/2014;
  

b) transactions in securities or with associated tools referred to in article. 3 paragraphs 1 and 2. (2) (a). the a and b)) of Regulation (EU) No. 596/2014 to stabilise securities, where those transactions are carried out in accordance with the provisions of art. 5 para. (4) and (5) of that regulation;
  

c) transactions, orders or behaviors held to implement monetary policy, exchange-rate or public debt in accordance with the provisions of art. 6 paragraph 1. (1) of Regulation (EU) No. 596/2014, orders or transactions carried out in accordance with behaviour article. 6 paragraph 1. (2) of the same regulation, the activities within the framework of the European Union in the field of climate, in accordance with the provisions of art. 6 paragraph 1. (3) of that regulation or activities within the framework of the common agricultural policy or the common fisheries policy of the European Union, in accordance with the provisions of art. 6 paragraph 1. (4) of the same regulation.
  


Article 112 the prohibitions provided for in this title shall not apply to transactions conducted in the context of monetary policy and exchange-rate or public debt related to those exerted by: competent authorities in Romania, other Member States, the European Central Bank or the National Central Bank, a Ministry, an agency or a company vehicle for a special purpose for a Member State or several Member States or a person acting on his/her behalf and in the case of a Member State which is a federal State, a member that belongs to the Federation.


Article 113 (1) competent authority A.S.F. is ensure enforcement of the provisions of this title.

(2) the B.N.R. A.S.F. delegate powers relating to supervision of market abuse relating to the foreign exchange and money market instruments which are regulated and supervised by B.N.R., and indices published B.N.R.


Chapter II the privileged Information section 1 General provisions Article 114 (1) by privileged information shall mean information of a precise nature which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments and which, if made public, could significantly influence the price of those financial instruments or on the price of related derivative financial instruments.

(2) when referring to derivatives on commodities, the privileged information shall mean information of a precise nature which has not been made public, relating, directly or indirectly, to one or more such derivatives or directly relating to the contract and spot on related goods which, where it would be made public could significantly influence the price of such derivatives or spot contracts on commodities, and where this is information which is reasonably expected to be divulged or for which there is a requirement for disclosure in accordance with the European or national legislation applicable, standards, contracts, market practice or the practice relating to derivatives on commodities markets or markets the relevant spot.

(3) when referring to the emission certificates or products based on these bids, privileged information shall mean information of a precise nature which has not been made public, relating, directly or indirectly, to one or more such tools and that, if it were made public, could significantly influence the price of such instruments or the price of related derivative financial instruments.

(4)

For persons responsible for the execution of orders relating to financial instruments, trading privileged information means the information of a precise nature, transmitted by a customer, in connection with his orders that have not yet been executed, relating directly or indirectly to one or more issuers or to one or more financial instruments, information which, if made public, would be likely to have significant effects on the price of these financial instruments , on the price of spot contracts on related goods or on the price of related derivative financial instruments.

(5) by information of a precise nature means that information indicating a set of circumstances which exists or may reasonably be estimated that there will be, or an event which has occurred or may reasonably be estimated that it will produce and based on which, owing to its specific nature, it is possible to draw a conclusion about the effect it can have such circumstances or event on the price of financial instruments , on the price of related derivative financial instruments, on the price of spot contracts on related goods or on the price of the products auctioned on the basis of emission certificates. In this context, in the case of a prolonged process meant to produce or that resulting in certain circumstances or a specific event, these future circumstances or event in the future, as well as intermediate stages of that process designed to produce or result in future circumstances or event in question, may be regarded as accurate.

(6) an intermediate stage of a prolonged trial is considered privileged information if, in itself, meet the criteria related to privileged information mentioned in this article.

(7) it is information that, "if it had been passed to the public, could significantly influence the price of those financial instruments or on the price of related derivative financial instruments with which it is linked, spot contracts on commodities related or bids on the basis of emissions" means that information that a reasonable investor can use the justification of its investment decisions.


Article 115 in the case of participants in the emissions market with an aggregate level of emissions or a nominal heat power equal to or less than the threshold fixed in accordance with the provisions of art. 17 para. (2) second subparagraph of Regulation (EU) No. 596/2014, it is considered that information relating to their physical operations do not have a significant effect on the price of emissions, of the products auctioned on the basis thereof or related derivative financial instruments.


Section 2 of the misuse of privileged information in article 116 (1) misuse of privileged information takes place when a person holds privileged information and uses that information to acquire or dispose taken by the financial instruments to which that information refers, in its own name or on behalf of a third party, either directly or indirectly.

2. This article shall apply to any person holding privileged information due to the fact that the person concerned: a) is the administrator, Member of the Board of Directors, director, general manager, Member of the Supervisory Board, a member of the Directorate of legal representative, times or, where appropriate, is a member of the administrative, management or supervisory bodies of the issuer, or the entrant's emissions market;
  

b) holds a share of the capital of the issuer or of the market participant certificates emission;
  

(c)) access to information through the nature of the post occupied, the profession or professional duties; or d) has obtained the information directly or indirectly as a result of the Commission of an offence.
  

(3) this article shall also apply to any person who has obtained privileged information in circumstances other than those referred to in paragraph 1. (2) where the person knows or should know that they are privileged information.

(4) the use of privileged information by canceling or changing an order concerning a financial instrument to which the information relates, where that order was issued before the person concerned to ascertain the information shall be regarded as privileged as well as misuse of privileged information.

(5) the use of or operation on the basis of recommendations urging. 117 paragraph 1. (1) it becomes Insider privileged where the person using the recommendation or the admonition knows that is based on privileged information.

(6) in the case of auctions for emission allowances or other bid based on these products are organized under the Regulation (EU) No. 1031/2010, using privileged information referred to in paragraph 1. (4) includes the submission, amendment or withdrawal of an offer by a person on their own behalf or on behalf of a third party.

(7) for the purposes of this article, the fact that a person holds or has held privileged information shall not be deemed to be the person to use such information and that it would be so involved in the misuse of privileged information by an act of acquisition or disposal, when his behavior qualifies as lawful behavior in accordance with the provisions of art. 9 of Council Regulation (EU) No. 596/2014.


Article 117 (1) recommending or determining another person to participate in the practices of privileged insider dealing takes place where the person holds the privileged information and to the information in question), advises another person to acquire or dispose of financial instruments to which the information relates or cause that person to carry out such a purchase or sale; or b) on the basis of that information, advises another person to cancel or modify an order concerning a financial instrument to which the information relates or persuade that person to carry out the cancellation or amendment.
  

(2) the provisions of art. 116 paragraph 1. (2), (3) and (7) shall apply accordingly.


Section 3 of the illegal Disclosure of privileged information in article 118 (1)

For the purposes of this title, the illegal disclosure of privileged information occurs where a person holds privileged information and disclose such information to another person, except where disclosure is made through the normal exercise of the post occupied, profession or professional duties, including where disclosure is described as sounding of the market, which is carried out in accordance with the provisions of art. 11(2). (1) to (8) of Regulation (EU) No. 596/2014.

2. This article shall apply to any person in situations or circumstances referred to in article 1. 116 paragraph 1. (2) and (3).


Article 119 for the purposes of this title, communication urges or recommendations referred to in art. 117 paragraph 1. (1) disclosure of information becomes illegal privileged pursuant to this article if the person who transmits the recommendation or the admonition knows or should know that they are based on privileged information.


Chapter III market manipulation Article 120 (1) for the purposes of this title, market manipulation shall mean the following types of activities: (a) a transaction), placing an order for trading or any other behavior that provides or is likely to give false or misleading signals regarding the supply, demand or price of financial instruments, of a spot on related goods or of a product bid based on emission allowances or securing the times is likely to fix the price of one or more of the financial instruments of a spot on related goods or of a product bid based on emission allowances at an abnormal or artificial level, except that the reasons why the person who was involved in transactions or trading orders placed acted this way are in accordance with the legal provisions applicable to these transactions or orders to trade and trading are in conformity with accepted market practices in place of trading concerned to the extent that they have been approved under the provisions of art. 13 of Council Regulation (EU) No. 596/2014;
  

b) performing a transaction, placing an order or any other activity or conduct that affects or is likely to affect the price of one or more financial instruments, of a spot on related goods or of a product bid based on emission allowances, by resorting to a fictional process or any other form of deception or contrivance;
  

(c) dissemination of information through) means of mass communication, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals regarding the supply, demand or price of financial instruments, of a spot on related goods or of a product bid based on emission allowances or fixing the price of one or more financial instruments contract, spot on related goods or of a product bid based on emission allowances at an abnormal or artificial level, including the dissemination of rumours, when people who have achieved dissemination acquire for himself or for another person, an advantage or profits from the dissemination of the information concerned, and provided that these people knew or should have known that they are false or misleading; or d) transmission of false or misleading information or providing data entry false or misleading, or any other behavior that manipulates the calculation of an index of reference, provided that the person has completed the transmission or provision of such information or data to be known or should have known that they were false or misleading.
  

(2) for the purposes of paragraph 1. (1) the following are considered situations of market manipulation operations: conduct of a person) or persons acting in collaboration, to secure a dominant position on the request or offer related to a specific financial instrument, contract or spot on goods auctioned on the basis of emission allowances, which has or is likely to have the effect of fixing, directly or indirectly, selling price, or buying other incorrect times creating trading conditions;
  

b) buying or selling financial instruments at the time of the opening or closing of the market, which has or is likely to have the effect of misleading investors acting on the basis of the prices displayed, including prices for opening and closing;
  

c) placement of orders in a trading venue, including cancellation or modification thereof, by any means available, including trading electronic trading strategies as well as algorithmic and high-frequency and that has one of the effects referred to in (b). the)) or: (i) interruption or delay the operation of the trading system in that place of trading or by creating the conditions in order to produce these effects;
  

(ii) produce difficulties for others to identify actual orders from the trading system in that place of trading or being likely to give rise to such effects, including through the introduction of orders which have the effect of overloading or destabilization of the register; or (iii) the creation or the probability to create false or misleading signals regarding the supply, demand or price of financial instruments, in particular through the introduction of order in order to initiate or emphasize a certain trend;
  

  

d) receipt of regular or occasional access to the media, electronic or traditional, by expressing an opinion in relation to a financial instrument, a contract on the spot or a product bid based on emission allowances, or indirectly, in connection with the issuer, the conditions under which the financial instrument, the spot contract or bid on the product, based on certified emission was already owned and were subsequently seized by the impact of the opinions expressed with regard to that particular financial instrument, contract or spot on goods auctioned on the basis of emission allowances without being made public at the same time that conflict of interest, in a proper and effective manner;
  

e)

purchase or sale of emission certificates or related derivatives on the secondary market, prior to the auction held in accordance with the provisions of Regulation (EU) No. 1031/2010, having the effect of fixing the price of auction bids for products at an abnormal or artificial level, or to mislead the persons participating in the auctions.
  


Article 121 accepted market practices refers to practices used within one or more of the markets and which are approved by the A.S.F., in accordance with the procedures of the European Community.


Chapter IV information Obligations Article 122 (1) an issuer makes public as soon as possible, the privileged information that relates directly to the issuer concerned.

(2) a participant in the emissions market to make public effectively and quickly the information privileged certificates concerning emissions it holds with respect to its commercial activity.

(3) the obligations referred to in paragraph 1. (1) and (2) shall be carried out in compliance with the provisions of regulation incidents (UE) nr. 596/2014.


Article 123 A.S.F. issue regulations pursuant to the provisions of this chapter.


Chapter V A.S.F. Powers


Article 124 A.S.F. is the competent authority in accordance with the provisions of art. 22 of Regulation (EU) No. 596/2014.


Article 125 (1) Without prejudice to the powers laid down in article 21. 2 (2). (9) that applies properly, A.S.F. has to fulfil the duties incumbent upon him, the powers laid down in article 21. 23 para. (2) of Regulation (EU) No. 596/2014 exercised in accordance with the provisions of this regulation.

(2) exercising the competence referred A.S.F. art. 23 para. (2) (a). e) of Regulation (EU) No. 596/2014, by applying to the relevant judicial authority and/or in cooperation with other authorities.


Title VI chapter I Liability and penalties contravention Liability in article 126 (1) Constitute offences, insofar as they are not committed in such circumstances as to be considered criminal offences under the law, the acts perpetrated by authorized entities: a), regulated and supervised by A.S.F., issuers of securities, and/or by the members of the Board of directors or supervisory board the Executive Board members, directors, employees, times the entity authorized, regulated and supervised, or issuers of securities, to natural or legal persons exercising de jure or de facto functions of exercising managerial or professional activities regulated by this Act, bidders and/or persons acting in collaboration, the person asking for admission to trading to an issuer, persons in charge of the prospectus holders of financial instruments, and/or persons acting in collaboration, the organs of Central and local public administration, international organizations, as appropriate, in relation to: 1.
violation of the provisions on takeover bids and withdrawal operations to shareholders from a company. 6 paragraph 1. (2), art. 7 para. (2), art. 8 para. (1), (4) and (5), art. 9, art. 10, art. 11(2). (1) to (3), art. 12, art. 391. (1) and (2), art. 17, art. 18 paragraph 1. (2) and (4), art. 19 para. (1) second sentence, art. 20, art. 23, art. 25 para. (2), art. 27(2). (1), art. 30 paragraph 2. (2) and (3), art. 31 para. (1) to (3), (6) and (7), art. 32 para. (1), art. 33, art. 38 para. (7), art. 40, art. and article 41. 42 para. (7);
  

2. violation of provisions relating to admission, i.e. withdrawal from trading securities. 47 para. (1), art. 48, art. 51, art. 52, art. 53 para. (1), art. 55, art. 56 para. (1) to (3), art. 57, art. 58, art. 59 paragraph 1. (1) and art. 60;
  

3. violation of reporting requirements, implementation of operations and conduct statement and conditions laid down in article 21. 46 para. (1) and (4), art. 62, art. 77-79, art. 80 para. (1), art. 81, art. 82, art. 84 paragraph 3. (1), (3) and (4), art. 85, art. 86 para. (3), art. 87 para. (3), art. 90 para. (1), (2) and (4), art. 91 and article. 92 para. (1), (6) to (8), (19), (20), (21) and (23);
  

4. where a takeover bid without the approval of the prospectus A.S.F./bid document, and without the approval of the conduct of any activity or A.S.F. operations for which this law requires approval;
  

5. failure to comply with the conditions laid down in the decision approving the A.S.F. prospectus/offer document, amendments thereto, as well as the preliminary announcement or ad/promotional materials relating to a takeover bid;
  

6. failure to comply with the obligations laid down in article 21. 39 in paragraph 1. (3) and (4);
  

7. failure to comply with the provisions relating to the admission, enrolment and withdrawal of securities from trading within a multilateral trading system, or within an organized system of trading, i.e. provisions concerning reporting obligations, of implementation of operations and conduct statement and the conditions laid down in article 21. 103-105;
  

  

b) issuing in connection with failure to comply with the obligation of publication or transmission within the set of reports, the information to be included in the reports referred to in article 1. 61-67, art. 72 para. (6), art. 75 and art. 76;
  

c) a natural person or entity in connection with your failure to comply with a legal obligation to notify, within the prescribed period, the acquisition or disposal of a major holding in accordance with article 7. 69 para. (1) and (2), art. 70, art. 72-74;
  

d) issuing in connection with failure to comply with the provisions of art. 69 para. 5. (2) are also offences, insofar as they are not committed in such circumstances as to be considered criminal offences under the law, the following acts: (a) non-compliance with the measures laid down by) the instruments of approval, supervision, regulation and control or other measures adopted by the A.S.F.;
  

(b) non-compliance with the obligations referred to) art. 37 para. (1) regarding the initiation, within the period prescribed by law, a mandatory takeover bids;
  

c prohibiting violation) to purchase shares under article 9. 37 para. (2);
  

d) violation concerning the drawing up of financial statements and the audit thereof, referred to in art. 93;
  

e)

Prevention of non-exercise of the rights conferred by law, and A.S.F. unjustified refusal of any person to answer A.S.F. in exercising the functions assigned to it under law.
  


Article 127 (1) in the case of the finding of violations under article 4. 126 can be applied the following penalties and administrative measures: a) a public statement indicating the natural person or legal entity responsible for and nature of the infringement;
  

b) an order shall be required of the individual or legal entity responsible to cease the behavior constituting a breach and not repeat it;
  

c) fine in a range, by way of derogation from the provisions of art. 8 of Ordinance No. 2/2001 relating to the legal regime of contraventions, approved with amendments and completions by law No. 180/2002, with amendments and additions thereto, hereinafter the Government Ordinance. 2/2001, between the following limits: 1.
in the case of offences referred to in articles. 126 in paragraph 1. (1) (a). to point 4) and 5 and lit. d) and paragraphs 1 and 2. (2) (a). (c)) and e):(i) for individuals: fine of 5,000 lei up to the highest value of 4,500,000 lei or twice the value of the benefit resulting from the breach or loss avoided by this, where these values can be determined;
  

(ii) for legal entities: fine of 10,000 lei up to the highest value of 20 million lei or 5% of total annual turnover, according to the latest available annual financial statements approved by the administrative or management body of twice the amount of the benefit resulting from the breach or loss avoided by this, where they can be laid down;
  

  

2. in the case of offences referred to in articles. 126 in paragraph 1. (1) (a). point of 1-3) and 7 and at para. (2) (a). ) and d):(i) for individuals: fine of 10,000 lei up to the highest value of 9 million lei or twice the value of the benefit resulting from the breach or loss avoided by this, where these values can be determined;
  

(ii) for legal entities: from 15,000 lei up to the highest value of 45 million lei or 5% of total annual turnover according to the latest available annual financial statements approved by the administrative or management body of twice the amount of the benefit resulting from the breach or loss avoided by this, where these values can be determined;
  

  

3. in the case of offences referred to in articles. 126 in paragraph 1. (1) (a). b) and (c)):(i) for individuals: fine of 10,000 lei up to the highest value of 9 million lei or twice the value of the benefit resulting from the breach or loss avoided by this, where they can be laid down;
  

(ii) for legal entities: from 15,000 lei up to the highest value of 45 million lei or 5% of total annual turnover, according to the latest available annual financial statements approved by the administrative or management body of twice the amount of the benefit resulting from the breach or loss avoided by this, where these values can be determined;
  

  

4. in the case of offences referred to in articles. 126 in paragraph 1. (2) (a). b):(i) for individuals: 1.
fine from 1,000 lei up to the highest value of 2 million lei or twice the value of the benefit resulting from the breach or loss avoided by this, where these values may be determined, if the legal term of the bid was exceeded by not more than 30 days;
  

2. fine until 25,001 lei the most value of 4,500,000 lei or twice the value of the benefit resulting from the breach or loss avoided by this, where these values may be determined, if the legal term of the bid was exceeded by not more than 60 days;
  

3. fine 50,001 up to lei the most value of 4,500,000 lei or twice the value of the benefit resulting from the breach or loss avoided by this, where these values may be determined, if the legal term of the bid was exceeded by more than 60 days;
  

  

(ii) for legal entities: 1.
fine of 10,000 lei up to the highest value of 4 million Ron or 1% of total annual turnover according to the latest available annual financial statements approved by the administrative or management body of twice the amount of the benefit resulting from the breach or loss avoided by this, where these values may be determined, if the legal term of the bid was exceeded by not more than 30 days;
  

2. fine of 25,000 lei up to the highest value of 8 million lei or 5% of total annual turnover according to the latest available annual financial statements approved by the administrative or management body of twice the amount of the benefit resulting from the breach or loss avoided by this, where these values may be determined, if the legal term of the bid was exceeded by not more than 60 days;
  

3. fine 50,000 lei up to the highest value of 8 million Ron or 10% of total annual turnover, according to the latest available annual financial statements approved by the administrative or management body of twice the amount of the benefit resulting from the breach or loss avoided by this, where these values may be determined, if the legal term of the bid was exceeded by more than 60 days.
  

  

  

  

(2) Committing the contravention referred to in art. 126 in paragraph 1. (1) (a). section 6 to be) imposed according to the provisions of paragraph 1. (1) (a). c) point 4 shall apply accordingly.


Article 128 if the legal entity referred to in art. 127 is a parent undertaking or a subsidiary of a parent undertaking must draw up consolidated accounts in accordance with the applicable accounting regulations, the total turnover of the relevant annual total turnover or type the appropriate accounting rules applicable to income, according to the latest annual accounts available, approved by the administration of the parent company.


Article 129


Without prejudice to the powers laid down in Ordinance A.S.F. Emergency Government. 93/2012, approved with amendments and completions by law No. 113/2013, as amended and supplemented, and by this law, as well as the possibility of coercion by the competent bodies, where applicable, of criminal penalties, A.S.F. may provide, by way of an administrative measure, the suspension of the exercise of the voting rights attaching to shares in the case of finding the contravention referred to in art. 126 in paragraph 1. (1) (a). c) regarding non-compliance with the obligation of notification in the event of exceedances of 33% of the voting rights of the issuer.


Article 130 (1) public all decisions regarding A.S.F. sanctions and measures imposed in accordance with the provisions of art. 126-129, without undue delay, including at least the information on the type and nature of the infringement and of the identity of individuals or legal entities responsible for the violations. By exception, A.S.F. may postpone publication of a decision or may publish its decision anonymously under any of the following circumstances: a) when, in cases where the penalty is imposed on an individual, following a previous compulsory proportionality assessment publication of personal data, that it is disproportionate;
  

b) when the publication would endanger the stability of the financial system or severely an official survey;
  

c) when the publication would cause, to the extent that it can be so disproportionate harm and serious, institutions or individuals involved.
  

(2) the introduction of an appeal against a decision made pursuant to paragraph 1. (1) it is required either to A.S.F. publish this information at the time of publication of the decision or amend the text published in the case in which the appeal is lodged after initial publication.


Article 131 (1) lays down the type and level of A.S.F. sanctions or administrative measures applied in accordance with the provisions of art. 126-129, taking into account all relevant circumstances, including, where appropriate, of the following: the severity and duration of the infringement);
  

(b) the degree of responsibility) of the natural person or legal entity in charge;
  

c) financial capacity of natural person or legal entity, as indicated by the total turnover of the legal entity responsible for annual income of a physical person responsible, to the extent that they can be identified, or of other relevant indicators;
  

(d) the value of the benefit obtained or) losses avoided by the natural person or legal entity responsible, insofar as these can be determined;
  

e) losses incurred by third parties as a result of the breach, to the extent they can be determined;
  

f) extent to which the natural person or legal entity responsible for cooperating with the A.S.F.;
  

g) previous violations committed by a natural person or legal entity liable.
  

(2) the processing of personal data collected within the framework or for the purpose of exercising the powers of oversight and investigation under this Act shall be conducted in accordance with applicable national legislation and Regulation (EC) No 1782/2003. 45/2001 of the European Parliament and of the Council of 18 December 2000 on the protection of individuals with regard to the processing of personal data by the Community institutions and bodies and on the free movement of such data.


Article 132 (1) sanctions and A.S.F. apply appropriate administrative measures, people who commit violations. 30 paragraph 2. (1) (a). the a and b)) of Regulation (EU) No. 596/2014.

(2) the limits of fines laid down by this article shall derogate from the provisions of art. 8 of Ordinance No. 2/2001.

(3) in the case of infringements mentioned in article 1. 30 paragraph 2. (1) (a). a) of Regulation (EU) No. 596/2014, A.S.F. may apply the following sanctions and administrative measures: the measures and sanctions provided for) at art. 30 paragraph 2. (2) (a). a)-h) of Regulation (EU) No. 596/2014. Temporary article ban. 30 paragraph 2. (2) (a). e) and g) of Regulation (EU) No. 596/2014 may be ordered for a period of between 90 days and five years. The limits of the sanction provided for in art. 30 paragraph 2. (2) (a). h) of Regulation (EU) No. 596/2014 are between a date up to three times the amount of the profits obtained or losses avoided as a result of the breach, where they can be laid down;
  

b) for individuals, fines as follows: (i) fine from 10,000 lei up to 22 million lei for violations of the provisions of article 7. 14 and 15 of Regulation (EU) No. 596/2014, when the acts are committed without any form of guilt required by law to be qualified as offences;
  

(ii) fine from 3,000 up to lei lei 4,500,000 for violations of the provisions of article 7. 16 and 17 of Commission Regulation (EU) No. 596/2014; and (iii) fine from 1,000 up to 2,200,000 lei lei for violations of the provisions of article 7. 18, 19 and 20 of Regulation (EU) No. 596/2014; and (c)) for legal persons, fines as follows: (i) the fine of 20,000 lei up to 66 million lei, or 15% of the total annual turnover of the legal person according to the latest available financial statements approved by the governing body for violations of the provisions of article 7. 14 and 15 of Regulation (EU) No. 596/2014, when the acts are committed without any form of guilt required by law to be qualified as offences;
  

(ii) a fine of 10,000 lei up to 11 million lei or 2% of total annual turnover according to the latest available financial statements approved by the governing body, for violations of the provisions of article 7. 16 and 17 of Commission Regulation (EU) No. 596/2014; and (iii) a fine of up to 7,000 4,500,000 lei lei for violations of the provisions of article 7. 18, 19 and 20 of Regulation (EU) No. 596/2014.
  

  

(4) in the case of infringements mentioned in article 1. 30 paragraph 2. (1) (a). b) of Regulation (EU) No. 596/2014, A.S.F. may apply the following sanctions and administrative measures: the measures and sanctions provided for) at art. 30 paragraph 2. (2) (a). a), c)-e) and (g)) of Regulation (EU) No. 596/2014; the provisions of paragraphs 1 and 2. (3) (a). the second sentence) to apply properly;
  

b) for individuals, warning or fine from 1,000 up to 2 million lei lei;
  

c)

for legal entities, warning or fine of up to 4 million 7,000 lei lei.
  

(5) in the case of sanctions referred to in paragraph 1. (3) (a). c), point (i) and (ii) the provisions of art. 30 paragraph 2. (2) last subparagraph of Regulation (EU) No. 596/2014 shall apply accordingly.

(6) in making a decision with respect to the type and level of criminal penalties and administrative measures applied according to this article, the A.S.F. account for all the relevant circumstances, and in accordance with the provisions of art. 31 of the implementing Regulation (EU) No. 596/2014.

(7) any decision public A.S.F. imposing an administrative penalty or administrative measure applied according to this article, in accordance with the provisions of art. 34 of Regulation (EU) No. 596/2014.


Article 133 (1) committing the offences provided for in this chapter shall be ascertained by the A.S.F. through specialized personnel authorized to exercise powers relating to monitoring, investigation and compliance with laws and regulations applicable to the capital market. If in the performance of duties of supervision, investigation and monitoring of compliance with laws and regulations applicable to the capital market, the failure of one of the legal provisions whose violation is provided subject to the law art. 126, the person concerned shall be granted for a period of 5 days from the date of communication of the findings, to formulate objections in respect of the infringement.

(2) upon receipt of verification documents resulting from the activity of the supervisory authority or control, whereby it is found committing any of the offences provided for in this chapter, by way of derogation from the provisions of art. 15 para. (1) of the Government Ordinance. 2/2001, A.S.F. has, by individual decision, the application of appropriate sanctions.

(3) the decision to sanction pursuant to paragraph 4. (2) must contain the following elements: identification of the infringer, the date of the Act, the description of the offence and the circumstances which may be taken into account in the sanction, the individual legal basis under which it is established and shall be imposed on the main offence, the penalty and any complementary administrative measures and sanctions applied, the time and manner of payment of the fine and the date of the exercise of the appeal.

(4) by way of derogation from the provisions of art. 13 of Ordinance No. 2/2001, the application of administrative penalty fine is brought more than 3 years from the date the offence was committed. In case of irregularities, the limitation period of 3 years from the date of establishment flowing scene or the expiry date of the last act committed, if they actually fold this point intervenes earlier finding.

(5) When the deed was tracked as offence and subsequently determined that it constitutes contravention, prescription does not flow out sanctions on all the time cause he found himself in front of police investigation or prosecution or in the Court of Justice, if the appeal has been made within the time limit laid down in paragraph 1. (4) and (6) by way of derogation from article. 13(2). (3) of the Ordinance No. 2/2001, when the deed was tracked as offence and subsequently determined that it constitutes contravention of prescription, sanctions work if the penalty was not enforced within 4 years from the time it was committed, the offence is ascertained.

(7) the decision referred to in paragraph 1, sanctions. (2) as well as other administrative acts adopted in accordance with the provisions of the present law A.S.F. may be appealed to the Court of appeal Bucharest-administrative and fiscal Department, in accordance with the law on administrative courts no. 554/2004, as amended and supplemented.

(8) the provisions of this chapter shall be filled properly with the provisions of Ordinance No. 2/2001, in so far as this law provides otherwise.


Chapter II penal responsibility in article 134 (1) Presenting with intent by the Member of the Board of Directors, Manager, Director, Director general, Member of the Supervisory Board, Member of the Executive Board of the times legal representative, or, where appropriate, by the members of the administrative, management or supervisory bodies of the issuer to the holders of securities of inaccurate financial statements for information regarding times, not realistic economic conditions of the issuer constitutes infringement and is punishable with imprisonment from 6 months to 5 years and the prohibition of certain rights.

(2) the misuse of privileged information, as referred to in art. 116 constitutes infringement and is punishable with imprisonment from one year to five years.

(3) determination of a Recommendation or other persons to participate in practices of misuse of privileged information under article 9. 117 constitutes infringement and is punishable with imprisonment from one year to five years.

(4) disclosure of privileged information is illegal under article 9. 118 and 119 constitutes infringement and is punishable with imprisonment from one year to five years.

(5) Handling of the market, as referred to in art. 120 constitutes infringement and is punishable with imprisonment from one year to five years.


Article 135 (1) Attempted to offences referred to in articles. 134 para. (2) and (5) shall be punished.

(2) Notwithstanding the provisions of article 5. 137 of law No. 286/2009 relating to the penal code, as amended and supplemented, in the case of offences referred to in articles. 134 para. (2) to (5), legal persons are sanctioned with fines ranging from $167 fine day until day 275,000 lei fine.

(3) the provisions of law No. 253/2013 relating to the enforcement of sentences, educational measures and other non-custodial measures ordered by the judicial bodies during the criminal trial, with amendments and additions thereto, shall apply correspondingly if the sentence and the fine.


Article 136 the bringing into force of the penalty fine. 135 para. (2) shall be in accordance with the provisions of law No. 135/2010 relating to the code of criminal procedure, as amended and supplemented.


Chapter III reporting Mechanisms of violations in accordance with the provisions of art. 32 of Regulation (EU) No. 596/2014 Article 137 of this chapter provides rules detailing the procedures laid down in article 21. 32 para. (1) of Regulation (EU) No. 596/2014, including: a)

procedures for reporting and those relating to the activities undertaken, including in connection with actions taken as a result of reporting;
  

b) measures to protect the persons working under a contract of employment and measures concerning the protection of personal data.
  


Article 138 the purpose of this chapter, the expressions below have the following meaning: a person who performs) reporting-a person who reports an actual or potential violation of Regulation (EU) No. 596/2014 the A.S.F.;
  

b reporting topic) person-a person who is accused by the person carrying out reporting that it has committed or intends to commit an infringement of Regulation (EU) No. 596/2014;
  

c) reporting on a violation-reporting presented by the person who performs the A.S.F. reporting on an actual or potential violation of Regulation (EU) No. 596/2014.
  


Article 139 (1) employs specialized A.S.F. for management reporting relating to infringements which are trained for this purpose.

(2) specialized Employees have the following powers: (a) any interested person) provides information on the procedures for reporting violations;
  

(b) reporting violations) receiving and carrying out activities, including the adoption of measures, as a result of these violations;
  

c keep in touch with the person) who perform reporting where it has been identified.
  


Article 140 (1) A.S.F. published on his own website, in a separate section, easily identifiable and accessible information regarding reporting violations of receipt under paragraph 1. 2. (2) information referred to in paragraph 1. (1) include all the following information: a) communication channels for receiving reports concerning violations and activities, including in connection with actions taken as a result of these violations and for contacting employees in accordance with the provisions of art. 142 paragraph 2. (1) including: 1.
telephone numbers, including if, when using these phone lines, conversations are recorded or unrecorded;
  

2. postal and electronic addresses specific, which are safe and ensure confidentiality, to contact specialised employees;
  

  

b) procedures for reporting regarding the violations referred to in art. 141;
  

c privacy regime applicable) reports concerning violations in accordance with the applicable reporting procedures regarding infringements referred to in article. 141;
  

(d) procedures for the protection of) persons working under a contract of employment;
  

e) a statement that clearly explains that the people who put the information at the disposal of the A.S.F. According to Regulation (EU) No. 596/2014 shall not be considered guilty of violating any restrictions on disclosure of information imposed by contract or law, regulations or administrative provisions and have no liability whatsoever with respect to the disclosure.
  

(3) can publish A.S.F. website own more detailed information than those referred to in paragraph 1. (2) on receipt of reports concerning violations and activities, including in connection with actions taken as a result of those violations.


Article 141 (1) concerning the procedures for reporting violations referred to in art. 140 paragraph 1. (2) (a). b) shall clearly indicate all the following information: a) reporting on the fact that violations may be submitted anonymously;
  

b) how A.S.F. may require the person making the reporting to clarify information reported or provide additional information available to that person;
  

c) type, the content and timing of the response of the outcome reporting violations to the person who performs the reporting can be expected after reporting;
  

d privacy regime applicable) reports concerning violations, including a detailed description of circumstances under which confidential data of the person making the reporting can be disclosed under the provisions of art. 27-29 of Regulation (EU) No. 596/2014.
  

(2) detailed description referred to in paragraph (1) (a). d) ensures that the person who performs the reporting is informed of the exceptional cases where privacy could not be guaranteed, including with regard to the cases where such disclosure is necessary and proportionate obligations imposed by EU legislation or national legislation in the context of judicial proceedings or investigations of subsequent times to protect the liberties of other persons including the right to defence of the person subject to the reporting, in each case being the subject of adequate safeguards laid down in these laws.


Article 142 (1) establishes the A.S.F. communication channels of the autonomous and independent, which are safe and provide privacy for receiving reports concerning violations and for activities, including measures adopted subsequent to such breaches, referred to as dedicated communication channels.

(2) dedicated communication channels are considered to be independent and autonomous, given that they meet all the following criteria: a) are separated by channels of communication of the A.S.F., including those whereby A.S.F. communicate internally and with third parties in the ordinary course of its business;
  

b) are designed, established and used in a way which guarantees the completeness, integrity and confidentiality of the information and prevent unauthorized access to your employees you A.S.F.;
  

c) allow storing of information in accordance with the provisions of art. 143, to allow further investigation.
  

(3) communication channels dedicated to allow reporting of actual or potential violations at least in all the following ways: a written reporting infringements), in electronic form or on paper;
  

b oral reporting of breaches) via telephone lines, whether registered or unregistered;
  

c) meeting with employees specialized ai A.S.F.
  

(4) providing information referred A.S.F. art. 140 paragraph 1. (2) the person making the reporting before reporting violations or, at the latest, at the time of receipt thereof.

(5)

A.S.F. shall ensure that a report of an infringement received by means other than through the dedicated communication channels referred to in this article shall be transmitted immediately, without modification, A.S.F., specialized employees you using dedicated communication channels.


Article 143 (1) maintains a record of each A.S.F. reporting a violation.

(2) without delay receiving A.S.F. confirmed reports by relating to violations or electronic mailing address indicated by the person who performs the reporting, unless the person performing reporting explicitly asks to not be sent an acknowledgement of receipt or A.S.F. reasonably believes, that sending an acknowledgement of receipt of a report by would endanger the protection of the identity of the person making the reporting.

(3) where the reporting violations to use a telephone line registered, A.S.F. entitled to document oral reporting form: a) a recording of a call in a durable and affordable; or b) a complete and accurate transcripts of the communication prepared by specialized employees you A.S.F. where the person who performs the reporting has revealed his identity, A.S.F. gives the possibility to check, to correct and to express their agreement with respect to the transcript of the call by signing it.
  

(4) where the reporting violations using an unregistered phone line, A.S.F. entitled to document oral reporting form a record of the call, made by specialized employees you A.S.F. where the person who performs the reporting has revealed his identity, A.S.F. gives the possibility to check, to correct and to express their agreement with respect to the minutes of a call by signing it.

(5) where a person requests a meeting with employees specialized in you for reporting a A.S.F. violations in accordance with the provisions of art. 142 paragraph 2. (3) (a). A.S.F.) ensures that they keep a full and accurate record of the meeting in a durable and affordable. A.S.F. is entitled to document the record of the meeting in the form: a) an audio recordings of the call in a durable and affordable; or b) of a record of the meeting, prepared by specialized employees you A.S.F. where the person who performs the reporting has revealed his identity, A.S.F. gives the possibility to check, to correct and to express their agreement with respect to the minutes of the meeting by signing it.
  


Article 144 (1) the establishment of procedures to ensure an exchange of information and effective cooperation between the A.S.F. and any other relevant authority involved in the protection of persons who work under an employment contract and who report violations of Regulation (EU) No. 596/2014 the A.S.F. or who are accused of such violations against victimisation, discrimination or other types of incorrect treatment, which occur due to or in connection with the reporting of breaches of Regulation (EU) No. 596/2014, is made on the basis of bilateral agreements between the A.S.F. Protocols and those authorities.

(2) the procedures referred to in paragraph 1. (1) ensure that at least the following: (a) persons who carry out reporting) have access to comprehensive information and advice relating to the redress procedures available and the action provided for in national law in order to protect them against unfair treatment, including the procedures for the solicitation of money damages;
  

b) persons who carry out the actual assistance benefits from reporting on the part of any authority in front of A.S.F. relevant involved in their protection against unfair treatment, including through the certification in labor disputes, the situation of the person who reports the denouncer.
  


Article 145 (1) keep the records referred to in A.S.F. art. 143 in a confidential and secure.

(2) access to the database referred to in paragraph 1. (1) is subject to restrictions to ensure that the data stored in it are available only to employees A.S.F. who need access to such data to perform their professional obligations.


Article 146 (1) adopt appropriate procedures for A.S.F. transmission of personal data of the person making the reporting and of the person the subject of reporting inside and outside of the competent authority.

(2) the transmission of data related to reporting an infringement inside or outside the A.S.F. is done without disclose, directly or indirectly, the identity of the person making the reporting or the person reporting or topic without doing any other references to the circumstances that would allow a deduction of the identity of the person making or reporting of the person subject to the reporting, except where such transmission is in accordance with the privacy policy referred to in article. 141 para. (1) (a). d). Article 147 (1) where persons subject to public reporting is not known, their identity is protected at least in the same manner as in the case of persons under investigation by A.S.F.

(2) the procedures laid down in article 21. 145 applies and for protecting the identity of persons reporting.


Article 148 A.S.F. revises procedures relating to receipt of reports concerning violations and activities, including measures adopted as a result of these violations at regular intervals and at least once every 2 years. The revision of these procedures, A.S.F. account for their own experience as well as that of other competent authorities referred to in article 1. 22 of Regulation (EU) No. 596/2014 and adapts procedures accordingly, and in light of developments in the market and technological developments.


Article 149 (1) issue regulations A.S.F. mechanisms for reporting violations of the provisions of Regulation (EU) No. 596/2014.

(2) the processing of personal data carried out under this Act by the authorities is carried out in compliance with the provisions of law No. 677/2001 for the protection of individuals with regard to the processing of personal data and the free movement of such data, with subsequent amendments and additions.


Title VII transitional and final Provisions Article 150 (1)

The provisions of this law relating to market abuse referring to HUSBAND, emission certificates or products based on these bids shall apply to HUSBAND, emission certificates or products based on these bids, with effect from 3 January 2018.

(2) the provisions of art. 101-107 relating to the HUSBAND are applied with effect from 3 January 2018.


Article 151 A.S.F. issue regulations pursuant to this Act within 12 months after entry into force.


Article 152 the terms and expressions used in the law. 297/2004 relating to the capital market, with the subsequent amendments and completions, whose definition is repealed as prescribed. 155 para. (1) have the meaning provided for in art. 2 (2). (1) Article 153 annual financial reports provided for in this law shall be drawn up in a single electronic reporting format at a later date of issue by ESMA technical standards in this respect, but not earlier than 1 January 2020.


Article 154 from the date of entry into force of the present law, law No. 297/2004 relating to the capital market, as published in the Official Gazette of Romania, part I, no. 571 of 29 June 2004, with amendments and additions thereto, shall be amended and shall be completed as follows: 1. In article 1, after paragraph (+ 3 ^ 1) insert a new paragraph, paragraph (3 ^ 2) with the following contents: (3 ^ 2) A.S.F. is the competent authority in the sense of article 1.): 11 of the Regulation (EU) No. 909/2014 of the European Parliament and of the Council of 23 July 2014 to improve securities settlement within the European Union and the central storage of securities and amending directives 98/26/EC and 2014/65/EU Regulation (EU) No. 236/2012, published in the official journal of the European communities, L series, no. 257 of 28 august 2014, as amended, hereinafter referred to as Commission Regulation (EU) No. 909/2014;
  

b) art. 4 section 8 of the Regulation (EU) No. 1.286/2014 of the European Parliament and of the Council of 26 November 1986 concerning documents with essential information pertaining to the individual investment products structured and based on insurance (PRIIP), published in the official journal of the European communities, L series, no. 352 of 9 December 1970, hereinafter referred to as Commission Regulation (EU) No. 1.286/2014.
  

  

2. In article 2 (1), after paragraph 37 a new point is inserted, point 38, with the following contents: 38.
individual structured investment product based on insurance or PRIIP-product as defined in article 2. 4 point 3 of Commission Regulation (EU) No. 1.286/2014.
  

  

3. In article 272 (1) in subparagraph (h)), paragraph 2 is amended and shall read as follows: 2.
failure to comply with the provisions of the regulations issued by the market operators. 134 para. (1) and (2) and in article 8. 141;
  

  

4. After Article 272 shall introduce two new articles, articles 272 272 ^ ^ 1 and 2, with the following contents: ^ 1 Article 272 (1) Constitute offences, insofar as they are not committed in such circumstances as to be considered criminal offences under the law, the acts perpetrated by the central depository, individuals responsible for having the quality of members of the Board of directors or where appropriate, members of the Supervisory Board and the members of the Executive Board, i.e. representative of the internal control officer, risk manager in connection with: a) obtaining permits. 16 and 54 of Regulation (EU) No. 909/2014 by making false statements or by any other means unlawful, as provided for in article 10. 20 paragraph 1. (1) (a). b) and in article 8. 57 paragraph 3. (1) (a). b) of Regulation (EU) No. 909/2014;
  

b) nedeţinerea by the central depository of capital required, in accordance with the provisions of art. 47 para. (1) of Regulation (EU) No. 909/2014;
  

c) failure by the central depository of organizational requirements, as referred to in art. 26-30 of Regulation (EU) No. 909/2014;
  

d) failure by the central depository of rules of conduct, referred to in art. 32-35 of Regulation (EU) No. 909/2014;
  

e) failure by the central depository requirements applicable to specific central depository services, referred to in art. 37-41 of Regulation (EU) No. 909/2014;
  

f) failure by the central depository of the prudential requirements provided for in art. 43-47 of Regulation (EU) No. 909/2014;
  

g) failure by the central depository requirements applicable to connections between central depositories. 48 of Regulation (EU) No. 909/2014;
  

h) abusive refusal to grant central depository various types of access, in violation of the provisions of article 7. 49-53 of Regulation (EU) No. 909/2014;
  

I) failure by credit institutions designated to specific prudential requirements relating to credit risks. 59 paragraph 1. (3) of Regulation (EU) No. 909/2014;
  

j) failure by credit institutions designated to specific prudential requirements related to liquidity risks, referred to in art. 59 paragraph 1. (4) of Regulation (EU) No. 909/2014.
  

(2) Notwithstanding the provisions of article 5. 8 para. (2) of the Ordinance No. 2/2001 relating to the legal regime of contraventions, approved with amendments and completions by law No. 180/2002, as amended and supplemented, A.S.F., as the competent authority for the central depository, can impose sanctions and/or administrative measures in accordance with the provisions of art. 63 para. (2) of Regulation (EU) No. 909/2014 in respect of breaches referred to in paragraph 1. (1): a) a public statement indicating the person responsible for the violation and the nature of the infringement, in accordance with article 5. 62 of Regulation (EU) No. 909/2014;
  

(b)) a decision requiring the person responsible for the infringement to end of that behavior and refrain from repetition;
  

c) withdrawal of authorisations under article 13. 16 or 54 of Regulation (EU) No. 909/2014, in accordance with article 5. 20 or 57 of Regulation (EU) No. 909/2014, if applicable;
  

d) any member of the sanctioning body of the central depository or any other individuals considered responsible by prohibiting temporary or, in the case of a repeated serious infringement, prohibition of permanent leadership functions in the framework of the central depository;
  

e)

fines in the amount of up to twice the amount of the profit obtained as a result of an infringement, when the amount in question may be established;
  

f) in the case of individuals, the fines from 1,000 up to 22,150,000 lei lei;
  

g) in the case of a legal person, fines from 10,000 lei up to 88,600,000 lei or up to 10% of the total annual turnover of the legal person, according to the latest available accounts approved by the governing body; where a legal person is a parent undertaking or a subsidiary of its parent company which must draw up consolidated financial accounts in accordance with the accounting regulations in force, the annual turnover is the total yearly turnover or total type of adequate income, in accordance with relevant legal provisions, on the basis of the last available situations to consolidated accounts, approved by the governing body of the parent company.
  

(3) the Reporting of potential violations or A.S.F. of Regulation (EU) No. 909/2014 shall be performed in accordance with the regulations issued by the A.S.F.

(4) establish reporting A.S.F. violations set out in paragraph 1. (3) effective mechanisms that include at least the following: a) specific procedures for the receipt and investigation of reports on violations and potential or actual measures taken in response to them, including the establishment of reliable communication channels for such reports;
  

b) adequate protection for employees who report potential violations entities or actual committed within the entity, at least against victimisation, discrimination or other unfair treatment;
  

c) personal data protection of the person who reports the potential or actual violations, and of the natural person suspected of an infringement is responsible, in accordance with the principles laid down in law No. 677/2001 for the protection of individuals with regard to the processing of personal data and the free movement of such data, with subsequent modifications and completions;
  

(d) protection of the identity of both) the person required to report violations, and of an individual suspected of infringement is responsible, at all stages of the proceedings, unless national law requires disclosure of his identity in the context of investigation or subsequent court proceedings.
  

(5) the central depository and central depository system participants must hold the appropriate reporting procedures by employees of actual or potential breaches, internally, through a specific channel, independent and autonomous.


Article 272 ^ 2 (1) instances in which the provisions of article 7 shall constitute offences. 5 para. (1), art. 6 and 7, article 6. 8 para. (1) to (3), art. 9, art. 10 para. (1), art. 13(2). (1), (3) and (4) and art. and article 14. 19 of the Regulation (EU) No. 1.286/2014.

(2) Notwithstanding the provisions of article 5. 8 para. (2) of the Ordinance No. 2/2001, approved with amendments and completions by law No. 180/2002, as amended and supplemented, in the case of offences referred to in paragraph 1. (1) may impose sanctions, A.S.F. and/or administrative measures, as follows: a the prohibition of trading) PRIIP;
  

b suspension of trading a PRIIP);
  

c) a public warning indicating the responsible person and the nature of the infringement;
  

(d) prohibit the supply of a document) with essential information that does not comply with the requirements laid down in article 21. 10 6-8 or, where appropriate, of Regulation (EU) No. 1.286/2014 and requiring the publication of a new version of a document with essential information;
  

(e)): (i) a fine in the amount from 10,000 lei up to 22,450,000 lei or up to 3% of the total annual turnover of the entity, according to the latest available financial statements approved by the governing body or up to twice the profits obtained or losses avoided as a result of the infringement, for legal entities;
  

(ii) the amount from 1,000 up to 3,150,000 lei lei, or twice the profits obtained or losses avoided as a result of the infringement, for individuals.
  

  

(3) where an entity referred to in paragraph 1. (2) (a). e), point (i) is a parent company or a subsidiary of its parent company, which has an obligation to draw up consolidated financial accounts in accordance with the accounting regulations in force, the total annual turnover of the relevant annual turnover or total income of the type in accordance with accounting regulations applicable, as evidenced in the last consolidated accounts approved by the available stock of the parent company.

  

5. Article 273 par. (1), the introductory letters to parties) and (b)) is amended and shall read as follows: a) if contraventions referred to in art. 272 para. (1) (a). a)-f), lit. h)). j) point 1-9 and 11-17, lit. k) points 2 and 3 and in paragraph 2. (2) (a). e), h), (i)) k) and l).
b) in the case of offences referred to in articles. 272 para. (1) (a). j) of point 10, lit. k) section 1 and paragraphs 1 and 2. (2) (a). a), b), f) and (j)): 6. Article 273 ^ 1 is amended and shall read as follows: Article 273 ^ 1 without authorization to Conduct any activities or operations for which this law and Regulation (EU) No. 909/2014 authorization constitutes infringement and heaven shall be imposed according to the criminal law, except the activities and investment services referred to in article 1. 5 para. (1) of the investment firm and credit institutions, in which case the provisions of article 362 are applicable. 273 para. (1) (a). Article 155). (1) the date of entry into force of the present law, art. 2 (2). (1) section 1, 4, 6, 9, 6 ^ 1 ^ 1, 9, 10, 11, 12, 13, 14, 15, 17, 18, 19, 21, 23, 25, 26, 27, 33, 34 and 36, art. 146 paragraph 1. (5 ^ 1), title V, "Operations", including art. 173-208, title VI "Issuers", including art. 209-243 ^ 1, title VII "Market Abuse" with art. 244-257, art. 262 and article. 272 para. (1) (a). g), art. 272 para. (2) (a). c) and (d)), art. 273 para. (1) (a). c), art. 273 ^ 2 and art. 279 lit. b) of law No. 297/2004, with amendments and additions thereto, is hereby repealed.

(2) the rules for issuers of financial instruments and financial instruments issued by the A.S.F. pending the entry into force of this law shall remain in force pending the adoption of new regulations issued pursuant thereto, except as provided to the contrary.

(3)

From the date mentioned in article 34(1). 69 para. (2) of Regulation (EU) No. 909/2014 of the European Parliament and of the Council of 23 July 2014 to improve securities settlement within the European Union and the central storage of securities and amending directives 98/26/EC and 2014/65/EU Regulation (EU) No. 236/2012, published in the official journal of the European communities, L series, no. 257 of 28 august 2014, with subsequent amendments, the provisions of art. 146 paragraph 1. (2), art. 148, art. 151 paragraph 1. (1) and (2) of law No. 297/2004, with subsequent amendments and additions shall be repealed.


Article 156 article. 154 section 4 comes into force on the date specified in article 13. 69 para. (2) of Regulation (EU) No. 909/2014.

This law transposes the provisions of the following acts of the European Union, as follows: 1.
art. 11, 18, para. 42, 43 (1), (2), (4) and (6), art. 44, 45, 46 para. (1), art. 47, art. 48 para. (1) to (3) and (5), art. 49 para. (1), art. 52, 53, art. 54 paragraph 2. (1), art. 55, 56, art. 58 para. (1), (2) and (4), art. 59, 60, 61 and 62 of Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock-exchange listing and information to be published on those securities, which was published in the official journal of the European Communities (ECOJ), L series, no. 184 of 6 July 2001;
  

2. art. 1 (1). (2), art. 2 (2). (1) (a). b)-(e)),),),),) and s), art. 3 paragraphs 1 and 2. (1), (2) paragraphs 1 and 2, art. "". (1) (a). a)-(e)) and paragraph 3. (2), art. 5 para. (1), (2) paragraphs 1-3 and para. (3), art. 6 paragraph 1. (1), art. 7 para. (2), art. 8 para. (1), art. 9 para. (1) and (4), art. 11(2). (1) and (2), art. 12(3). (1) and (2), art. 13(2). (1), (2) paragraphs 1 and 2, para. (3) and (4), art. 14. (1) to (3) and (7), art. 15 para. (1) to (3), (5) and (6), art. 391. (1) and (2), art. 17 para. (1), art. 18 paragraph 1. (1), art. 19 para. (1), art. 21. (1), (3) (a). a)-i) and para. (4) (a). a)-d) and annex 4. 1 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, published in the official journal of the European Union (JOUE), L series, no. 345 of 31 December 2003;
  

3. art. 1, art. 2 (2). (1) (a). the-c)), f) and (g)) and paragraph 3. (2), art. "". (5) the last sentence of art. 5 para. (1) to (3) and (4) paragraphs 1 and 2, art. 6 paragraph 1. (1) to (3) and (5), art. 7 para. (1), art. 8, 9 paragraphs 3 and 4. (2) paragraph 2, paragraph 1. (3), (4), (5) paragraph 1 and paragraph 2. (6), art. 11(2). (2) to (7), art. 12(3). (2), art. 13 lit. the-c)), art. 15 para. (2), (3) subparagraph 2, para. (4) and (5) and article. 391. (1) and (2) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, as published in the official journal of the European Union (JOUE), L series, no. 142 of 30 April 2004;
  

4. art. 1 (1). (1), art. 2 (2). (1) (a). a), b), d), (e)), f), g), (h)), j), (k)),),),),), q) and para. (2), art. "". (1) to (4), art. 5 para. (1) to (3) and (5), art. 6, 8(1). (1) and (4), art. 9 para. (1), (2), (4), (6) and (6a), art. 10, 11, art. 12(3). (1) to (6), art. 13(2). (1), (1a) in subparagraph 1, paragraph 1. (1b) and (4), art. 13A, art. 14. (1), art. 15, 16, art. 17 para. (1) to (3), art. 18 paragraph 1. (1) to (4), art. 19 para. (1) and (3), art. 20, art. 21. (1) sentence 1 and paragraph 2. (2), art. 21 (a) paragraphs 1 and 2. (2) and (3), art. 24 para. (1), (4), (4a), (4b) and (6), art. 25, 26, 28, art. e of paragraph 1. (1) and (2), art. 28 and 29 of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information on 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 (JOUE), L series , nr. 390 of 31 December 2004;
  

5. art. 5 para. (1) paragraph 3, art. 6 paragraph 1. (1) paragraphs 1 and 3, para. (2) to (4), art. 7 para. (3) paragraph 1 sentence 3. (4), art. 8 para. (1) first sentence, art. 10 para. (3) paragraph 2, art. 11(2). (1) first sentence and article. 12, first sentence, of Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in the context of publicly traded companies, published in the official journal of the European Union (JOUE), L series, no. 184 of 14 July 2007;
  

6. Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 amending Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information on issuers whose securities are admitted to trading on a regulated market, Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted securities to trading and Directive 2007/14/EC laying down detailed rules for implementing certain provisions of Directive 2004/109/EC, published in the official journal of the European Union (JOUE), L series, no. 294 of 6 November 2013;
  

7. directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 regarding criminal penalties for market abuse, published in the official journal of the European Union (JOUE), L series, no. 173 of 12 June 2014;
  

8. implementing Directive (EU) 2015/2.392 of 17 December 2015 concerning Council Regulation (EU) No. 596/2014 of the European Parliament and of the Council as regards the reporting to the competent authorities of the actual or potential violations of this regulation, be published in the official journal of the European Union (JOUE), L series, no. 332 of 18 December 2015.
  

This law was adopted in the Romanian Parliament, in compliance with the provisions of art. 75 and of art. 76 para. (1) of the Constitution of Romania, republished.

PRESIDENT of the CHAMBER of DEPUTIES PRESIDENT Nagarajan DANSO Lukas-SENATE CALIN ANTON POPESCU-Tariceanu in Bucharest, 21 March 2017.
No. 24.
----

Related Laws