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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

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LEGE no. 24 24 of 21 March 2017 on issuers of financial instruments and market operations
ISSUER ROMANIAN PARLIAMENT
Published in OFFICIAL MONITOR no. 213 213 of 29 March 2017



The Romanian Parliament adopts this law + Title I General provisions + Article 1 ((1) This law lays down the legal framework applicable to market operations with the object of financial instruments admitted or to be admitted to trading on a regulated market or traded on a multilateral trading system or on an organized trading system supervised by the Financial Supervisory Authority, hereinafter referred to as the A.S.F., as well as issuers of such financial instruments, public securities offerings and operations relating to market abuse. ((2) This law applies to the activities of issuers and operations provided in par. (1), carried out on the territory of Romania, as well as to certain situations expressly provided for in the present law and the regulations issued in its application, in which the activities and operations provided in par. ((1) shall be carried out in the territory of another ((3) A.S.F. is the competent authority that applies the provisions of this law, by exercising the powers established in Government Emergency Ordinance no. 93/2012 on the establishment, organization and functioning of the Financial Supervisory Authority, approved with amendments and completions by Law no. 113/2013 , with subsequent amendments and completions. ((4) The provisions of this law do not apply to the money and currency market instruments that are regulated and supervised by the National Bank of Romania, hereinafter referred to as B.N.R., to the government securities issued by the Ministry of Public Finance, hereinafter referred to as M.F.P., as well as derivatives having as an active support such instruments, interest rate or exchange rate, in compliance with the provisions of art. 109-112. ((5) The provisions of this law do not apply to the administration of public debt, including the operations of contracting public debt and risk management related to the debt portfolio, in which the M.F.P., B.N.R., ministries of finance, public debt management agencies and central banks of Member States and other national entities in the Member States, with similar functions to them and other national entities in the Member States, as well as other public entities. + Article 2 ((1) Within the meaning of the present law, the following terms and expressions have the following meanings: 1. shareholder-any natural person or legal entity that is subject to public or private law, which holds, directly or indirectly: a) shares of the issuer, on its own account 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) certificates of deposit 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-person or group of persons acting in concert and directly or indirectly holding a stake of at least 10% of the share capital of a company or voting rights; 3. formal agreement-a binding convention concluded under the applicable law; 4. electronic path-electronic means of processing, including digital compression, storage and transmission of cable data, radio waves, optical technology or any other electromagnetic means; 5. emission certificate-a greenhouse gas emission certificate as defined in art. 3 lit. b) of Government Decision no. 780/2006 establishing the greenhouse gas emission allowance trading scheme, as amended and supplemented; 6. spot contract on goods-a contract as defined in art. 3 3 para. ((1) pt. 15 15 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing the Directive 2003 /6/EC of the European Parliament and of the Council and Directives 2003 /124/EC , 2003 2003 /125/EC and 2004 2004 /72/EC of the Commission, hereinafter referred to Regulation (EU) No 596/2014 596/2014; 7. legal entity-legal entity, as well as any entity without legal personality, registered according to the law; 8. ESMA-European Securities and Markets Authority, established by 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 Authority), amending Decision no. 716 716 /2009/EC and repealing the Decision 2009 /77/EC of the Commission, hereinafter referred to Regulation (EU) No 1.095/2010 ; 9. subsidiary-a company controlled by a parent company, including any subsidiary of the parent undertaking; 10. investment firm-any legal person whose principal object of business consists in the provision of one or more investment services for the benefit of third parties and/or in the exercise of one or more investment activities with professional title, including a financial investment services company authorised by the A.S.F.; 11. market maker-a person who is continuously available on the financial markets to trade on his own account by selling and buying financial instruments by employing equity at prices fixed by it; 12. group-a parent company and all its subsidiaries; 13. reference index-any reference value as provided for in art. 3 3 para. ((1) pt. 29 29 of Regulation (EU) No 596/2014 ; 14. regulated information-any information that the issuer or any other person who has requested, without its consent, the admission of securities to trading on a regulated market, is obliged/obliged to communicate it in compliance with the provisions of the present law and regulations issued by A.S.F. in its application; 15. essential information-properly structured and structured information to be provided to investors in order to enable them to understand the nature and risks of the issuer, guarantor and securities offered to them, or which are admitted to trading on a regulated market and, without prejudice to the provisions of art. 17 17 para. ((4) lit. b), to decide which securities offers to take into account. With regard to the offer and the securities concerned, the essential information shall include the following: a) a brief description of the risks associated with the issuer and any guarantors and their main characteristics, including assets, liabilities and financial situation; b) a brief description of the associated risks and essential characteristics of the investment in the securities concerned, including any rights attached to such securities; c) the general conditions of the offer, including the estimated expenses charged to the issuer or the offeror; d) details of admission to trading; e) reasons for the supply and intended destination of the revenue resulting from the offer; 16. credit institution-entity defined according to art. 4 4 para. ((1) pt. 1 1 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 ,, hereinafter referred to as Regulation (EU) No 575/2013 ; 17. financial instruments: a) securities; b) money market instruments; c) securities for participation in collective investment undertakings; d) options, futures, swaps, forward-rate contracts and any other derivative contracts in relation to securities, currencies, interest rates or profitability, emission allowances or other derivatives, financial indices or financial indicators, which can be settled physically or in money funds; e) options, futures, swaps, forward contracts and any other derivative contracts that are to be settled in cash or may be settled in cash at the request of one of the parties, other than in the event of default or other incident leading to termination; f) options, futures, swaps and other derivative contracts in relation to goods that can be physically settled, provided that they are traded on a regulated market, within a multilateral trading system or an organised system trading, with the exception of wholesale energy products traded on an organised trading system to be settled physically; g) options, futures, swaps, forward contracts and any other derivative contracts, which can be physically settled, not included in the category of those referred to in lett. f) and for non-commercial purposes, which have the characteristics of other derivatives; h) derivatives for the transfer of credit risk; i) financial contracts for differences; j) options, futures, swaps, forward rate contracts and any other derivative contracts related to climate variables, shuttles or inflation rates or other official economic indicators, to be settled in funds or may be thus settled at the request of one of the parties, other than in the event of non-payment or other incident leading to termination, as well as any other derivative contracts in relation to assets, rights, obligations, indices or indicators, not included in the present definition, which presents the characteristics of other derivatives, taking into account, inter alia, whether they are traded on a regulated market, an organised trading system or a multilateral trading system; k) emission allowances as defined in point (a) 5 5; 18. derivatives-instruments defined in point (a) 17 lit. d)-j); 19. money market instruments-the categories of instruments that are commonly traded on the money market, such as treasury certificates, certificates of deposit and trade effects, with the exception of payment instruments; 20. intermediaries-financial investment services companies authorised by the A.S.F., credit institutions authorised by the B.N.R., in accordance with the applicable banking legislation, as well as entities of their nature authorised in Member States or non-members provide services and investment activities; 21. qualified investors-persons who, according to A.S.F. regulations: a) falls within the category of professional clients; b) they are treated, on request, as professional customers or recognised as eligible counterparts, unless they have requested not to be treated as professional clients. Investment firms and credit institutions shall inform the issuer, on request, of their classification, without prejudice to the relevant data protection legislation; 22. trading venue-a regulated market, a multilateral trading system or an organised trading system; 23. public offering of securities-the communication addressed to persons, made in any form and by any means, which presents sufficient information about the terms of the offer and the securities offered, so as to allow the investor to take a decision on the purchase or subscription of those securities. This definition also applies to the position of the securities placement through financial intermediaries; 24. public takeover offer-a compulsory or voluntary public offering, with the exception of an offer made by the company itself in question, addressed to holders of securities of a company, for the purchase of all these securities or of a party between them, which follows or is intended to acquire more than 33% of the voting rights on the company, in accordance with the applicable law; 25. the tenderer or the person initiating an offer-the natural person or legal entity offering securities to the public or offering to buy securities; 26. collective investment enterprise other than the closed type-open 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-sharing and b) whose shareholdings are, at the request of their holders, redeemed or repaid, directly or indirectly, on the basis of the assets of those bodies; 27. parties involved in the offer-the bidder, the members of the tenderer's governing bodies, when it is a company, the object company of the takeover, the holders of securities to the object company of the takeover and the members of the management of the object society of the takeover, as well as the persons acting in concert with them; 28. person-natural person or legal entity; 29. controlled person-any legal person: a) in which a natural person or legal entity holds the majority of voting rights, or b) in which a natural person or legal entity has the right to appoint or revoke the majority of the members of the administrative, management or supervisory bodies, while being a shareholder or associate of the person concerned, or c) in which a natural person or legal entity is a shareholder or an associate and controls alone, pursuant to an agreement concluded with other shareholders or associates of the person concerned, the majority of the voting rights of shareholders or associates, or d) on which a natural person or legal entity has the power to exercise or effectively exercise a dominant influence or control; 30. persons acting in concert-natural persons or legal entities cooperating on the basis of a formal or tacit agreement, verbal or written, in order to achieve 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, within the system and in accordance with its non-discretionary rules, multiple selling interests and purchase of third-party financial instruments in a manner that leads to the conclusion of contracts with financial instruments admitted to trading on the basis of rules and/or its systems and which is authorised and operated in a manner regular; 32. accepted market practices-certain commercial practices that are accepted by the competent authorities of a Member State in accordance with the provisions of art. 13 13 of Regulation (EU) No 596/2014 ; 33. wholesale energy product-a wholesale energy product as defined in art. 2 2 section 4 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 energy market; 34. offer schedule-a plan that would allow the issuance, on a continuous or repeated basis over a specified period of time, of type and/or similar classes other than those of the type of equity securities; 35. repurchase programme-transactions with own shares carried out in accordance with the applicable national legislation; 36. multilateral trading system, hereinafter referred to as the SMT-a multilateral system operated by an investment firm or a market operator that brings together, within the system and in accordance with its non-discretionary rules, multiple interests for the sale and purchase of third-party financial instruments in a manner which leads to the conclusion of contracts; 37. organised trading system, hereinafter referred to as SOT-a multilateral system that is not a regulated market or an SMT and where multiple interests of selling and buying bonds, financial products, can interact structured defined according to art. 2 2 para. ((1) pt. 28 28 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 , emission allowances and derivatives of third parties in a manner leading to the conclusion of contracts; 38. investment management company-a company whose object of activity is principally the management of collective investment undertakings; 39. an object of takeover-a company whose securities are the subject of a public takeover bid; 40. parent-company controlling one or more subsidiaries; 41. stabilization-measure as defined in art. 3 3 para. ((2) lit. ((d) of Regulation (EU) No 596/2014 ; 42. Member States-Member States of the European Union and other States of the European Economic Area; 43. equity securities-shares and other securities assimilable to shares, as well as any other type of securities, conferring the right to acquire them as a result of their conversion or the exercise of the rights conferred by them, insofar as the values in the second category are issued by the same issuer or by a company belonging to the group to which that issuer belongs; 44. securities other than equity securities-all securities that are not equity securities; 45. debt securities-bonds or other forms of negotiable securitised debt, except for securities equivalent to shares or which, after their conversion or after the exercise of their rights, lead to the appearance of a right of purchase of shares or securities equivalent to shares; 46. securities of a collective investment undertaking-securities issued by that collective investment undertaking representing rights of holders of such securities on the assets of that collective investment undertaking; 47. algorithmic trading-means trading of financial instruments on the basis of a computerised algorithm that automatically determines, with minimal human intervention or without human intervention, some individual parameters of the orders, such as the initiation of the order, the moment of initiation, the price or quantity of the order or the manner in which the order is managed after sending it, and does not include the systems used solely for the purpose of directing orders to one or more places trading, processing orders not involving the establishment of parameters of trading, confirmation of orders or post-trade processing of executed transactions; 48. high frequency trading-an algorithmic trading technique characterized by: a) an infrastructure designed to minimize the latency periods of the network or other types, which has at least one of the following facilities related to the algorithmic introduction of orders: collocation, proximity hosting or direct electronic access high speed; b) determination by system of the initiation, generation, direction or execution of orders without human intervention for individual transactions or orders; and c) intraday high rates of messages constituting orders, quotes or cancellations; 49. Treaty- Treaty on the Functioning of the ((TFEU), published in the Official Journal of the European Union, C series no. 326 326 of 26 October 2012; 50. securities-classes of financial instruments that may be negotiated on the capital market, with the exception of payment instruments such as: a) shares issued by companies and other securities equivalent to shares issued by companies, as well as certificates of deposit having as their support shares; b) bonds and other securitised debt securities, including certificates of deposit having underlying such securities; c) any other securities that confer the right to buy or sell such securities or that lead to a cash settlement, established in relation to securities, currencies, interest rates or profitability, commodities or other indices or units of measurement; 51. securities with the right to vote multiple-securities included in a separate and separate category and which each confers more than one vote; 52. securities issued on a continuous or repeated basis-debt securities of the same issuer, issued on a continuous basis, or securities of a single type and/or category that have been the subject of at least two separate issues. ((2) In application of the provisions of ((1) pt. 30, until proven otherwise, shall be presumed to act in concert: a) persons controlled with the person/persons exercising control and persons controlled with each other; b) the parent company together with its subsidiaries, any of the subsidiaries of the same parent company, as well as a legal person together with a natural person or other legal person who is in a relationship similar to that between a Parent company and a subsidiary. Any subsidiary of a subsidiary is considered a subsidiary of the parent company; c) a company with members of its board of directors/supervisors, with persons who have powers of management or control within it and with the controlled persons, as well as those persons with each other; d) the collective investment undertakings with the investment management company and the parent company of the investment management company, as well as the collective investment undertakings managed by the same management company with each other; e) the pension funds with the management company of these funds and the parent company of the management company of these funds, as well as these entities with each other; f) the following: 1. persons who in the course of economic operations use financial resources having the same source or who come from different entities that are in a controlling relationship. For the purposes of this letter, the notions of the same source and entities that are in a controlling relationship shall not include credit institutions or other institutions carrying out a professional lending activity, under the conditions laid down in this Regulation. by law; 2. persons who in the course of economic operations direct the benefits thus obtained to the same recipient or to recipients who are persons under the same control; 3. legal entities whose ownership, management or administration structures are predominantly the same component; 4. persons who have adopted or adopt a similar investment policy, through the acquisition of financial instruments issued by the same legal persons or persons in a controlling relationship with the same legal persons; 5. persons who for the exercise of the voting rights conferred by the financial instruments held have designated or designate as trustee, respectively trustees, the same person or persons who are controlled persons, as well as these persons with the trustee/trustees concerned, given that those persons do not give specific voting instructions to the trustee/trustees concerned; 6. persons who have been associated in any legal form recognized by the law, and the purpose or objective of the association consists of operations related to one or more issuers; 7. persons who at the same time hold shares/shares in one or more legal persons in relation to which they exercise control together and carry out a common policy; 8. persons who have carried out or run together, including through controlled persons, a number of economic operations, with or without connection with the capital market; g) spouses, relatives and blueberries up to the second degree of the natural persons referred to in lett. a)-c) and f) with those individuals, as well as these persons between them; h) spouses, relatives and blueberries up to the second degree of a natural person, other than that provided in lett. g) with that natural person, as well as these persons between them. ((3) The cooperation between the shareholders in the case of any of the activities listed below does not, by itself, lead to the conclusion that the shareholders act in concert: a) discussions between those shareholders on possible issues to be addressed with the management/supervisory board/management of the company; b) the presentation of points of view to the management/supervisory board/management of the company regarding the policies, practices and certain actions of the company that it may consider; c) exercising the legal rights of shareholders other than those relating to the appointment of board members/supervisors: ((i) place points on the agenda of the general meeting; ((ii) to present draft decisions for the points included or proposed to be included on the agenda of the general meeting; or ((iii) to convene a general meeting, other than the ordinary general meeting to be held, according to the law, at least once a year; d) the agreement to vote in the same way on a particular decision of the general meeting of shareholders, except for the appointment of the board of directors/supervisory board, with the aim of, for example: A. approve or reject: ((i) a proposal on the remuneration of the members of the management/supervisory board; ((ii) an acquisition or assignment of assets; ((iii) a reduction of share capital and/or a share repurchase; ((iv) a capital increase; ((v) dividend distribution; ((vi) the appointment, replacement or remuneration of auditors; ((vii) appointment of a special investigator; ((viii) financial statements of the company; or ((ix) the company's policy in relation to the environment or any other aspect relating to social responsibility or compliance with recognised standards or codes of conduct; or B. reject a transaction with controlled persons. ((4) If the shareholders engage in one of the activities referred to in par. ((3) which is, in fact, cooperation with the aim of exercising a common policy on the company, the shareholders are considered to act in concert. ((5) For the application of para. ((1) pt. 29, the rights of the holder of 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, for the shareholder or for any other person controlled by him. ((6) In the case of the dualistic administration system, the references to the board of directors of this law refer to the directorate. ((7) A.S.F. may issue, ex officio or at the request of an interested party, administrative acts that include reasoned assessments in relation to the qualification of a person, institutions, situations, information, operations, legal acts or negotiable instruments on the inclusion in, or exclusion from the scope of the terms and expressions with the meaning provided in par. ((1). ((8) A.S.F. shall exercise its powers and powers in accordance with the provisions of this law in any of the following ways: a) directly; b) in collaboration with other authorities or market entities; c) under its responsibility, by delegation to other authorities or other market entities; d) by referral to the competent judicial authorities. ((9) In order to apply the provisions of this Law, A.S.F. has the following tasks and competences a) verify the fulfilment of the duties and legal obligations of the administrators or, as the case may be, of the members of the board, directors, directors-general, executive directors, members of the supervisory board, or members of the directorate or legal representative, as well as of other persons in connection with operations of issuers covered by this Law; b) require the Board of Directors of the issuers to meet its members or, as the case may be, to convene the general meeting of the shareholders, setting out the issues to be entered on the c) require the competent court to order the convocation of general meetings of the shareholders, if the board of directors does not comply with the request made according to lit. b). The court will settle these requests for urgency and in particular; d) to hear any person and to request information in relation to their activities on the capital market and/or in relation to requests for assistance from similar authorities A.S.F., on the basis of international agreements to which A.S.F. is part; e) seal any room belonging to persons carrying out activities or carrying out operations in relation to the capital market in which documents or other records related to their activity are located, during the investigation and to the extent in which it is required; f) order the necessary measures so that persons carrying out activities or carrying out operations in connection with the capital market and financial instruments fall within the provisions of this Law, of the regulations of the A.S.F. and of the other normative acts on the capital market; g) request the termination of any activity that is contrary to the provisions of this law, to the regulations of the A.S.F. and to the other normative acts on h) request information from auditors of entities carrying out activities or carrying out operations in relation to the capital market and financial instruments; i) notify the competent judicial bodies; j) require issuers and those persons carrying out activities or carrying out operations in relation to the capital market and financial instruments to allow audits by auditors or experts at the reasoned request their; k) request and be entitled to receive from credit institutions authorized by the B.N.R. necessary information to the investigations they carry out, as well as to respond to requests for assistance received, based on agreements international to which it is a party. + Title II Public offer + Chapter I General provisions + Article 3 This Title sets out the applicable legal framework in the event of the initiation and conduct of public sales tenders and public offers for the purchase of securities. + Article 4 The term and expression used in this Title shall mean as follows: a) issuer-legal entity issuing or intends to issue securities; b) Member State of origin: ((i) for any securities issues not referred to in point (a) ((ii), the Member State in which the issuer has its registered office; ((ii) for any issue of securities other than capital, the denomination of which is at least equal to EUR 1,000 and for any issue of securities other than capital which confers the right to acquire any title transferable or receiving a cash value, as a result of the conversion of these securities or the exercise of the rights conferred by them, as long as the issuer of the securities other than the capital is not the issuer of the related securities or a a company belonging to the group of the latter issuer, the Member State in which the issuer has its registered office, where those securities have been or will be admitted to trading on a regulated market or where securities are offered publicly in accordance with the election of the issuer, tenderer or person seeking admission to Trading, as appropriate. The same system shall be applicable for the issue of non-equity securities in a currency other than the euro, provided that the minimum nominal value is almost equivalent to EUR 1,000; ((iii) for all securities issuances that are not provided for in item ((ii), whose issuers have their registered office in a third country, the Member State in which the securities were first offered to the public after the date of 26 November 2013 or the State of the first application for admission to trading on a regulated market, according to the choice of the issuer, the tenderer or the person applying for admission to trading, as the case may be, subject to a subsequent election from issuers having their registered office in a third State, in the following situations: 1. where the Member State of origin has not been established by their choice; or 2. according to the provisions of art. 45 45 para. ((3) lit. b) section ((iii). + Article 5 ((1) The provisions of this Title shall not apply to the sale or admission to trading on a regulated market of: a) the participation titles issued by collective investment undertakings of a type other than closed; b) securities other than equity securities issued by a Member State or one of the regional or local authorities of a Member State, by international public organisations to which one or more Member States accede, by the Bank The European Central or Central Banks of the Member States; c) holdings in the capital of the Member States ' central banks; d) securities guaranteed unconditionally and irrevocably by a Member State or by a regional or local authority of a Member State; e) securities issued by associations registered under the law or non-profit-making bodies recognised by a Member State in order to obtain the means necessary to achieve their non-profit-making objectives; f) securities other than equity securities, issued on a continuous or repeated basis by credit institutions, as long as such securities: ((i) are not subordinate, convertible or with an exchange value; ((ii) does not confer the right to subscribe or acquire other types of securities and does not belong to a derivative; ((iii) materialises the reception of repayable deposits; ((iv) are regulated by a deposit guarantee scheme in accordance with the provisions Directive 94 /19/EC of the European Parliament and of the Council of 30 May 1994 on deposit guarantee schemes; g) non-fungible holdings, the main purpose of which is to give the holder the right to occupy an apartment or other form of real estate or a part thereof, if the parties cannot be sold without giving up the right their return; h) the securities of an offer where the total value of the offer in the European Union is less than EUR 5,000,000, which shall be calculated over a period of 12 months; i) credit securities called "bostadsobligationer" repeatedly issued by credit institutions in Sweden, the main business of which concerns mortgage credit, as long as: ((i) "" bostadsobligationer " issued belong to the same series; ((ii) "" bostadsobligationer ' are continuously emitted during a specified period; ((iii) the modalities and conditions set out in the 'bostadsobligationer' are not altered during the issue; ((iv) the amounts collected from the issue of the 'bostadsobligationer' are placed, in accordance with the status of the issuer, in assets capable of regulating the commitments arising from these securities; j) securities other than equity securities, issued continuously or repeatedly by credit institutions, where the total value of the offer in the European Union is less than EUR 75,000,000, which is calculated over a period of twelve months, as long as these securities: ((i) are not subordinate, convertible or with an exchange value; ((ii) does not confer the right to subscribe to or acquire other types of securities and do not belong to a derivative instrument. ((2) Without prejudice to the provisions of par. ((1) lit. b), d), h), i) and j), an issuer, a bidder or a person applying for admission to trading on a regulated market, may make a prospectus in accordance with the provisions of this Title, if securities are offered public or admitted to trading. ((3) The provisions of this Title shall not apply to the public offering of money market instruments of less than 12 months of maturity. + Article 6 ((1) Any person intending to make a public offering shall submit to the A.S.F. an application for approval of the prospectus, in the case of the public offering for sale, or of the offer document, accompanied by an announcement, in the case of the public offer to purchase, compliance with the regulations issued by A.S.F. ((2) After approval of the prospectus/offer document, it must be available to the public, at the latest on the date of initiation of the public offering. + Article 7 ((1) The public offer run without the approval of the prospectus/offer document or with non-compliance with the conditions established by the approval decision is void of law and attracts for those at fault the application of the sanctions provided by law ((2) The bidder is obliged to good faith investors to return payments and damages arising from the nullity of transactions concluded on the basis of such an offer. + Article 8 ((1) The notice of public offer may be released after the issuance of the decision approving the offer document by the A.S.F. and must be published according to the regulations issued by A.S.F. ((2) The public offering notice contains information on the ways in which the offer document is available to the public. ((3) The prospectus/offer document shall be deemed to be publicly available in one of the following situations: a) it is published in one or more printed or online newspapers, according to the applicable European regulations concerning the content and publication of prospectuses, and the dissemination of advertising communications; b) may be obtained by a potential investor free of charge, on paper, at the premises of the tenderer and the intermediary of that offer, or at the premises of the regulated market operator on which those securities are admitted to trading; c) it is published electronically on the website of the tenderer or, as the case may be, of the offer intermediary; d) it is published in electronic format on the website of the market operator on which the admission to trading of those securities is intended; e) is published in electronic format on the A.S.F. website, in case it decided to offer this service. ((4) The bidder or persons responsible for carrying out the prospectus, who publish the prospectus according to the modalities provided ((3) lit. a) or b), are required to publish the prospectus and in electronic format according to the provisions of ((3) lit. 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 of the offer. + Article 9 ((1) The public purchase offer becomes mandatory on the date on which the notice and the offer document are published, and in the case of the public offering for sale of securities from the date on which the prospectus is published, according to the regulations issued by A.S.F. ((2) The prospectus or the offer document must be available to the public subsequent to its approval by the A.S.F., in the form and having the content in which it was approved. + Article 10 ((1) The period of supply is the one provided for in the prospectus, in the case of public offers for sale of securities or in the notice and the offer document, in the case of public offers of purchase of securities, but cannot exceed the deadlines established by the regulations issued by A.S.F. At the end of the period, the public offer becomes obsolete. ((2) The public offer may be closed in advance in accordance with the provisions of the A.S.F. regulations and the prospectus, respectively of the offer document. + Article 11 ((1) Any advertising release referring to a public offering 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. Provisions of para. ((2)-(5) shall not apply where the public offering of securities is not subject to the obligation to publish a prospectus. ((2) The advertising communicates announce that a prospectus/offer document has been or will be published and indicates the place and date in/from which investors may or will be able to procure that prospectus/offer document. ((3) The dissemination of advertising communications, prior to issuing the decision approving the tender/prospectus, shall be prohibited. ((4) The information provided in the advertising communications shall be accurate, complete and accurate. The information must also be consistent with those specified in the prospectus/offer document, if the prospectus/offer document has already been published or in accordance with the information to be disclosed. figure in it, if the prospectus/offer document is subsequently published. ((5) Any oral or written information, including in electronic form, in respect of the public offering or admission to trading on a regulated market, even if it is not advertising, must be consistent with information provided in the prospectus/offer document. ((6) Any form of advertising that incites the acceptance of the public offer, made with the presentation of the offer as benefiting from advantages or other qualities arising from the decision of the A.S.F. approving the offer/prospectus document, constitutes advertising misleading, according Law no. 158/2008 on misleading advertising and comparative advertising, republished, which vitiates the transactions probed as motivated by such a presentation. ((7) Where the publication of a prospectus is not binding within the meaning of this Law, the important information provided by an issuer or a bidder and addressed to qualified investors or special categories of investors, including those broadcast on the occasion of meetings related to offers of securities, shall be communicated to all qualified investors or to the special categories of investors to whom this offer is addressed exclusively. If the publication of the prospectus is binding, this information shall be included in the prospectus or in an amendment to the prospectus in accordance with the provisions 12. ((8) A.S.F. verifies that the conduct of advertising activities regarding the public offering or admission to trading on a regulated securities market is in accordance with the provisions of par. ((2)-(5) and (7). + Article 12 ((1) Any significant new fact or any material error or inaccuracy regarding the information contained in the prospectus, which is likely to influence the valuation of securities and occurs or is found between the time of approval of the prospectus and the the closure of the public offering or, where applicable, the commencement of trading on a regulated market, shall be referred to in an amendment ((2) Amendment provided in par. (1) is approved by the A.S.F. within 7 working days from the date of its submission in compliance with the same procedure applicable to the approval of the prospectus and is brought to the public's attention under the same conditions as the prospectus was brought to the public. ((3) The summary and any possible translation thereof shall be amended and/or supplemented, if necessary, in accordance with the new information of the amendment. + Article 13 ((1) Without prejudice to the powers provided for in art. 2 2 para. (9), which shall apply accordingly, the A.S.F. may, if requested with respect to the approval of a prospectus/offer document: a) require the issuer, the offeror or the person asking for admission to trading on a regulated market to insert additional information in the prospectus/offer document if the investor protection requires it; b) require the issuer, the tenderer or other persons involved in the offer, the person seeking admission to a regulated market and the persons who control them or are controlled by them, to provide information and documents; c) require the auditors and management of the issuer, the tenderer or the person applying for admission to trading on a regulated market, as well as intermediaries that mediate the performance of the public offering or the request for admission to trading, to provide information; d) order the suspension of the conduct of an offer or admission to trading, for a period of no more than 10 consecutive working days, when it has thorough indications of violation of the provisions of this Title and of the regulations issued by A.S.F. in its application; e) order the prohibition or suspension of the dissemination of advertising communications related to a public offering, for a period of no more than 10 consecutive working days, when it has thorough indications of violation of the provisions the present title and the regulations issued by the A.S.F. in its application; f) prohibit a public offering by: ((i) revocation of the approval of the prospectus/offer document, if it finds that the conduct of the public offer is made in violation of the provisions of this law, of the regulations issued by A.S.F. in its application, as well as 1. whether it considers that the circumstances after the approval decision cause fundamental changes to the elements and data that have motivated them; 2. when the bidder informs the A.S.F. that it retracts the offer, before the offer of the tender notice; ((ii) the cancellation of the approval of the prospectus/offer document, if it was obtained on the basis of false information or misleading; g) order the suspension at any time or require regulated markets to suspend trading on a regulated market for a period of no more than 10 consecutive working days when it has thorough indications of infringement the provisions of this title and the regulations issued by the A.S.F. in its application; h) prohibit trading on a regulated market, if there are strong indications regarding the violation of the provisions of this title and the regulations issued by A.S.F. in its application; i) to make public that an issuer does not comply with its obligations. ((2) Once the securities have been admitted to trading on a regulated market, the A.S.F. may also: a) require the issuer to disclose all important information that may influence the valuation of securities admitted to trading on the regulated market, in order to guarantee the protection of investors or the proper functioning of the market; b) suspend or require the regulated market to suspend the trading of securities where, in its opinion, the issuer's situation is such that trading would harm the interests of investors; c) ensure that issuers whose securities are traded on a regulated market provide equivalent information to all investors and apply equivalent treatment to all securities holders who are in a regulated market. similar situation in all Member States where such values are subject to a public tender or admitted to trading; d) carry out on-site inspections on the territory of Romania in accordance with national law, in order to ensure compliance with the provisions of this Title. A.S.F. may exercise this prerogative by addressing the competent judicial authority and/or in collaboration with other competent authorities according to the law. + Article 14 ((1) The suspension of the public offer stops the flow of the period. Upon lifting or termination of suspension, the conduct of the public offering will resume. ((2) The revocation of the decision approving the prospectus/offer document, during the performance of the public offer, is missing the effects of the subscriptions made until the revocation. ((3) Cancellation of the approval decision of the prospectus/offer document is missing the effects of the transactions concluded until the date of cancellation, giving way to the refund of the securities, respectively the funds received by the bidders, voluntarily or on the basis of a decision court, as well as to the possibility of investors seeking damages. + Article 15 ((1) They are responsible for non-compliance with the legal provisions relating to the reality, accuracy and accuracy of the information in the prospectus/offer document and the notice, depending on the role and responsibilities conferred by the law conventional, as appropriate, the following: a) the issuer; b) the members of the issuer's management board; c) the tenderer, if different from the issuer; d) the members of the Board of Directors; e) the founders, in the event of public subscription; f) the person applying for admission to trading, if different from the issuer or the offeror; g) the financial auditor who has certified the financial statements, the information of which has been taken up in the prospectus and only on that information; h) the intermediary of the offer or, where applicable, the member of the responsible intermediary union; i) any other person, including supply intermediaries, who has accepted in the prospectus liability for any information, study or evaluation inserted or referred to in the prospectus. In this case, that person is only responsible for the reality, accuracy and accuracy of the information, study or evaluation expressly indicated by it and only to the extent that the information, study or evaluation was included. in the package leaflet and in the context expressly agreed by the person responsible. ((2) They are liable, regardless of fault, and jointly respond to the following persons: a) the issuer, if any of the persons referred to in par. ((1) lit. b) is responsible; b) the bidder, if any of the persons referred to in paragraph ((1) lit. d) is responsible. ((3) The provisions of this article will not be interpreted in the sense that a person is responsible for the reality, accuracy and accuracy of the information in the prospectus/offer document and announcement, solely on the basis that they have provided assistance in a professional capacity during the process of drafting the prospectus/offer document. ((4) The right to compensation must be exercised within 6 months from the date of knowledge of the deficiency of the prospectus/offer document, but no later than one year after the closure of the public offer. + Chapter II Public offering for sale + Article 16 ((1) No public offering for sale can be made without the publication of a prospectus approved by A.S.F. ((2) The public offering for sale is made through an intermediary or through a union of intermediation. ((3) By exception to the provisions of par. (. The preparation and publication of a prospectus shall not be binding in the following cases: a) for the following types of offer: 1. an offer of securities addressed exclusively to qualified investors; and/or 2. an offer of securities to a number of less than 150 natural or legal persons other than qualified investors, per Member State; and/or 3. an offer of securities to investors who purchase each securities worth at least the equivalent in lei of 100,000 euros, for each distinct offer; and/or 4. an offer of securities whose nominal value is at least the equivalent in lei of EUR 100,000; and/or 5. an offer of securities whose total value in the European Union is less than the equivalent in lei of 100,000 euros, which is calculated over a period of 12 months; b) for the following types of securities: 1. shares issued for the substitution of other shares, of the same class, already issued, if this new share issue does not imply an increase in the share capital; 2. securities offered in exchange for other securities that are the subject of a public purchase/takeover offer made by exchange, provided that a document is available that will have the content provided for by Commission Implementing Regulation (EU) No 809/2004 of the Commission of 29 April 2004 implementing the Directive 2003 /71/EC of the European Parliament and of the Council with regard to the information contained in the prospectuses, the structure of the prospectuses, the inclusion of information by references, the publication of prospectuses and the dissemination of advertising the type of issuer and securities offered in exchange; 3. securities offered, assigned or to be awarded, on the occasion of a merger or division, provided that a document is available that will have the content provided for in the regulations issued by the A.S.F.; 4. dividends paid to existing shareholders in the form of shares of the same class, such as those that give right to these dividends, provided that a document is available that will have the content established by regulations issued by the A.S.F.; 5. the securities offered, assigned or to be assigned to former or current members of the management or to the current by their employer or by the parent or a subsidiary, provided that the company has head office or registered office in the European Union and be available a document that will have the content provided for in regulations issued by A.S.F. ((4) Any subsequent resale of securities, which have previously been the subject of a type of offer provided in par. ((3) lit. a), is considered a distinct operation, the provisions of art. 2 2 para. ((1) pt. 23 23 to be applied in order to determine the extent to which the resale operation is a public offering. + Article 17 ((1) The prospectus of the offer contains the information which, according to the characteristics of the issuer and securities offered to the public, is necessary for investors, in order to carry out an informed assessment of: the financial statement, profit or loss, the prospects of the issuer and the entity that guarantees the fulfilment of the obligations assumed by the issuer, if applicable, and of the rights attached to those securities. ((2) The offer prospectus is valid for 12 months after its approval by A.S.F., and can be used in the case of several securities issues, during this period, provided that it is updated according to the provisions of art. 12. ((3) The prospectus also includes a summary showing, in a concise manner and in a non-technical language, essential information in the language in which the prospectus was originally drawn up. The form and content of the prospectus summary provide, together with the prospectus, appropriate information on the essential elements of the securities in question to help investors decide whether to invest in such values securities. ((4) The summary is drawn up in a format established by the regulations issued by the A.S.F. to facilitate comparability with summaries related to similar securities and includes essential information on the securities in question to helps investors decide whether to invest in such securities. The summary must also contain a warning from potential investors that: a) be read as an introduction to the prospectus b) any investment decision in the securities concerned shall be based on the information contained in the prospectus, considered by the investor in its entirety; c) before the start of the judicial procedure, having as its object the information contained in a prospectus, the applicant will have to bear the costs of translating the prospectus into Romanian d) the civil liability lies with the persons who have drawn up the summary, including its translation, as well as to persons notifying them of cross-border public offers, but only if the content of the summary is misleading, it is inaccurate or contradictory in relation to other parts of the prospectus. ((5) If the prospectus refers to the admission to trading on a regulated market of securities other than capital, with a nominal value that represents at least the equivalent in lei of the amount of 100,000 euros, it is not mandatory providing a summary, unless a Member State so requests, in accordance with the applicable law of that Member State. If the admission is carried out on a regulated market in Romania, a summary in Romanian is drawn up. ((6) The provisions on public subscription of Company law no. 31/1990 , republished, with subsequent amendments and completions, hereinafter referred to as Law no. 31/1990 ,, are not applicable in the case of a public sale offer carried out as a result of the increase of the share capital of the issuer. + Article 18 ((1) The package leaflet may be drawn up in a single form or with the following components: a) the issuer's presentation sheet, containing the information on it; b) the note on the characteristics of the securities offered or proposed to be admitted to trading on a regulated market; c) summary of prospectus. ((2) The presentation sheet of the issuer approved by A.S.F. is valid for a period of no more than 12 months. Presentation sheet, updated according to the provisions of art. 12 12 or para. ((4), together with the securities note and the summary are considered as a valid prospectus. ((3) An issuer that has already approved by A.S.F. the presentation sheet can draw up and submit for approval only the documents provided in par. ((1) lit. b) and c), if they intend to launch a public offer or to admit those values to trading on a regulated market. ((4) In the situation provided in par. ((3), the note on the characteristics of the securities offered or proposed to be admitted to trading on a regulated market also contains the information that should normally appear in the issuer's presentation sheet, if it appears a significant change or new fact that could affect investor evaluation after approval of the last updated version of the presentation sheet, unless this information is provided in a suitable amendment Art. 12. Note on the characteristics of the securities and the summary are presented separately for approval A.S.F. + Article 19 ((1) Within the prospectus information may be entered by reference to one or more documents previously published or simultaneously and approved by A.S.F. or filed with the A.S.F., according to the provisions of the head. I and this chapter of this title, as well as the head. I-I, head. III Section 1 of Title III. This information is the most recent information available to the issuer. ((2) If, within the prospectus, information is entered according to the provisions of par. ((1), a correlation table is drawn up to enable investors to identify such information. ((3) The prospectus summary may not include information by reference to other documents according to the provisions of par. ((1). + Article 20 The prospectus contains information on the issuer and securities that are publicly available or admitted to trading on a regulated market. The minimum content of the information to be included in the prospectus, the form of their presentation, depending on the type of securities that are subject to the offer and the documents to accompany the prospectus, the conditions under which they may be issued securities under an offer program are established by the applicable European regulations relating to the content and publication of prospectuses, as well as the dissemination of advertising releases or, where applicable, by regulations of the A.S.F. + Article 21 ((1) A.S.F. shall rule on the approval of the offer prospectus, within 10 working days from the registration of the request. ((2) The term provided in par. ((1) may be extended to 20 working days, if the securities are issued by an issuer who for the first time requests admission to trading on a regulated market or who has not publicly offered securities. ((3) If the A.S.F. does not rule on the prospectus within the deadlines set out in par. ((1) and (2), it shall not be considered as a tacit approval of the prospectus. ((4) Any request for additional information or modification of those originally presented within the prospectus, initiated by the A.S.F. or by the bidder, shall interrupt these deadlines, which shall begin to run again from the date of supply of that information. or changes. + Article 22 ((1) If the final offer price and the number of securities offered to the public cannot be included in the prospectus, at the time of its approval, the prospectus shall contain: a) the criteria and/or conditions on the basis of which the final offer price and the number of securities offered to the public will be determined or, in the case of the price, its maximum value b) the possibility of withdrawal of subscriptions made in at least two working days from the date when the final price and the number of securities offered were registered with A.S.F. and brought to the attention of the public, according to the provisions of 8 8 para. ((3). ((2) If the prospectus relates to a public offering of securities, investors who have expressed the will to subscribe securities prior to the publication of an amendment to the offer prospectus have the right to withdraw their subscriptions. carried out, within two working days after the publication of that amendment, provided that the new factor, error or inaccuracy provided for in art. 12 appeared before the closing of the public offering and the transfer of securities. This period can be extended by the issuer or bidder, according to A.S.F. regulations. The final date by which the right of withdrawal can be exercised must be specified in the amendment. ((3) The right of investors to withdraw subscriptions shall be exercised under the conditions and within the limits mentioned in the prospectus, the bidder having the possibility to determine that the subscriptions can be withdrawn only in the situations mentioned in par. ((1) and/or par. ((2), as appropriate. + Article 23 The application activities of the investment intention for the purpose of assessing the success of a future offer may be carried out only under the conditions established in the regulations issued by A.S.F. + Article 24 A.S.F. issues regulations on cross-border public offerings, consistent with applicable European law. + Chapter III Public Purchase Offer + Article 25 ((1) The public purchase offer represents a person's offer to buy securities, addressed to all their holders, broadcast by means of mass information or communicated in other ways, but under the condition of equal possibility of reception from the holders of those securities. ((2) The public purchase offer is made through an intermediary authorized to provide services and investment activities. ((3) The price offered in the purchase offers is set in accordance with the regulations of the A.S.F. + Article 26 ((1) A.S.F. will rule on the approval of the offer document, within 10 working days from the registration of the request. ((2) If the A.S.F. does not rule on the offer document within the deadline set out in par. ((1), it shall not be considered as a tacit approval of the document. ((3) Any request for additional information or modification of those originally presented within the offer document, initiated by the A.S.F. or by the bidder, discontinue this term, which will begin to run again from the date of supply. that information or amendment. + Article 27 ((1) The public purchase offer is carried out under conditions to ensure equal treatment for all investors. ((2) The minimum information content that the offer document must include is established by the regulations of the 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 are not applicable: a) in the case of public tenders for the purchase of securities issued by collective investment undertakings. They are assimilated to the redemption/reimbursement operations carried out by these bodies at the request of the holders of participation securities and the shares they are undertaken to ensure that there are no significant differences between the unit value of the net asset and the market value of the shareholdings issued by those bodies; b) public offers for the purchase of securities issued by the central banks of the Member States; c) in the case of the use of the instruments, powers and resolution mechanisms of credit institutions and investment firms. + Section 2 Public offer of voluntary takeover + Article 30 ((1) The public offer of voluntary takeover is the public offer to purchase, addressed to all holders of securities, for all their holdings, launched by a person who does not have this obligation, in order to acquire more than 33% of voting rights. ((2) The person intending to conduct a public voluntary takeover offer shall submit to the A.S.F. a preliminary announcement, in order to approve it. The minimum information content to be included in the preliminary announcement shall be established by the regulations of the A.S.F. ((3) After approval by the A.S.F., the preliminary announcement is transmitted to the company, object of the takeover, to the regulated market on which the respective securities are traded and is published in at least one central and one local daily within the administrative-territorial of the issuer. + Article 31 ((1) The Board of Directors of the Takeover Object company shall transmit to the A.S.F., the bidder and the regulated market on which those securities are traded, within 5 days of receipt of the preliminary offer notice, a document encompassing its opinion on the offer and on the grounds on which it is based, including the view on the repercussions of the supply on the interests of society and on jobs, and on the bidder's strategic plans for the company and their likely consequences on the employment conditions and the location of the premises in which the company operates. ((2) The Management Board may convene the extraordinary general meeting, with a view to informing the shareholders of the position of the Management Board as regards that offer. If the request for the convocation is made by a significant shareholder, the convocation of the general meeting is mandatory, the convener will be published within 5 days from the date of registration of the application. By way of derogation from provisions Law no. 31/1990 , the general meeting will be held within 5 days from the publication of the convocation in a national broadcast newspaper. ((3) From the moment of receipt of the preliminary announcement and until the closing of the offer, the board of directors of the object company of the takeover, can no longer conclude any act and can no longer take any action to affect the patrimonial situation or the objectives of the takeover offer, except for the current administration. ((4) For compliance with the provisions of ((3) are considered to affect the patrimonial situation, the operations including, but not limited to, social capital increases or securities issuances that give right of subscription or conversion into shares, encumbrance or transfer of some assets representing at least 1/3 of the net asset according to the last annual financial statement of the company. ((5) By exception to the provisions of par. (3), operations may be carried out that may affect the patrimonial situation of the object company of the takeover or the objectives of the takeover offer including those derived from decisions adopted prior to the period mentioned in par. (3) and unimplemented/partially implemented, only with the express approval of the extraordinary general meeting of shareholders, convened especially after the preliminary announcement. ((6) Provisions of para. (2) regarding the convocation and conduct of the general meeting of the shareholders are also applicable to the extraordinary general meeting of the shareholders mentioned in par. ((5). ((7) The Management Board shall inform the A.S.F. and the regulated market of all operations carried out by the members of the management board and of the executive management of those securities. ((8) The bidder is liable for all damages caused to the company, object of the takeover offer, if it is proposed that it was launched exclusively for the purpose of putting the company in the situation of not taking some of the measures provided in par. (4) or of the conduct of those operations, expressly approved by the extraordinary general meeting, convened especially after the announcement. ((9) For the application of para. ((3), in the case of the dualistic administration system, the references to the Management Board shall refer to the directorate and the supervisory board. + Article 32 ((1) The publication of the preliminary announcement obliges the bidder to submit to the A.S.F., within 30 days, the documentation related to the public takeover offer, in terms that do not lead to less advantageous conditions for those to whom it is addressed, compared to the ones specified in the preliminary announcement. ((2) A.S.F. shall rule on the approval of the offer document, within the period provided for in art. 26. ((3) The price offered in the public voluntary takeover bids is established in accordance with the regulations of the A.S.F. + Article 33 The bidder or persons with whom they act in concert may no longer launch, for one year after the closing of the previous takeover offer, another public takeover offer targeting the same issuer. + Section 3 Competing public offers + Article 34 Any person may launch a counteroffer, having as their object the same securities, under the following conditions: a) have as their object at least the same amount of securities or aim at achieving at least the same stake in the share capital; b) to offer a price at least 5% higher than that of the first offer. + Article 35 ((1) The launch of the counteroffer is made, by submitting to A.S.F. the necessary documentation, within 10 working days from the date on which the first offer became public. ((2) A.S.F. shall rule on these offers, in accordance with the provisions of art. 26 26 para. ((1). ((3) By the decision approving the countertenders, the A.S.F. shall establish only once the same closing date for all offers, as well as a deadline by which amendments on the price increase in the tenders may be submitted for authorization competing. + Article 36 The single closing time for competing tenders may not exceed 60 working days from the start of the first tender. + Section 4 Mandatory public takeover bids + Article 37 ((1) A person who, as a result of his or her purchases or persons with whom he acts in concert, holds securities issued by an issuer that, added to his previous holdings or of the persons with whom he acts in concert, confers it, directly or indirectly, more than 33% of the voting rights on the issuer is obliged to launch a public offering addressed to all holders of securities, at a fair price and having as their object all their holdings, as as soon as possible, but no later than two months after the time of reaching that holding. ((2) Until the public offer referred to in par. (1), voting rights related to securities exceeding the threshold of 33% of voting rights on the issuer are suspended, and that shareholder and the persons with whom he acts in concert may no longer purchase, by other operations, shares of the same issuer. ((3) Provisions of para. (1) does not apply to persons who, prior to the entry into force of this law, have acquired the position of holder of more than 33% of the voting rights, in compliance with the relevant legal provisions at the time of acquisition. + Article 38 ((1) The price in the mandatory public takeover offer is at least equal to the highest price paid by the bidder or by the persons with whom it acts in concert during the 12-month period prior to the submission date to the A.S.F. Offer. ((2) Provisions of para. (1) shall not apply where the tenderer or persons with whom he acts in concert have not acquired shares of the object company of the takeover within the period of 12 months prior to the date of submission to the A.S.F. of the offer documentation or if the A.S.F., ex officio or as a result of a referral to this effect, considers motivated that the operations by which actions were purchased are likely to influence the correctness of the way of pricing. ((3) According to para. (2) and in the event that the deadlines provided for in art. 37 37 para. ((1) and art. 39 39 para. (4) regarding the submission to A.S.F. of the offer documentation, the price offered under the public takeover offer is at least equal to the highest price among the following values determined by an authorized assessor, according to the law, and designated by bidder: a) the weighted average trading price, for the last 12 months prior to the date of submission to the A.S.F. of the offer documentation; b) the net asset value of the company, divided by the number of shares in circulation, according to the last audited financial statement; c) the value of the shares resulting from an expertise carried out according to international assessment standards ((4) If the deadlines provided for in art. 37 37 para. ((1) or, as the case may be, art. 39 39 para. (4) and the tenderer or persons with whom he acts in concert have not acquired shares of the object company of the takeover in the period of 12 months prior to the date of submission to the A.S.F. of the offer documentation or in the event A.S.F., ex officio or as a result of a complaint in this regard, considers motivated that the operations by which actions were purchased are likely to influence the correctness of the way of pricing, the price offered within the public offering of compulsory takeover is at least equal to the highest price among the following values determined by to an authorized assessor, according to the law, and designated by the bidder, as follows: a) the weighted average trading price, for the last 12 months prior to the date of submission to the A.S.F. of the offer documentation; b) the weighted average trading price for the last 12 months prior to the date on which the position representing more than 33% of the voting rights was reached; c) the highest price paid by the tenderer or persons acting in concert in the last 12 months prior to the date on which the position representing more than 33% of the voting rights was reached; d) the value of the net asset of the company, divided by the number of shares in circulation, according to the last financial situation prior to the date of submission to A.S.F. of the offer documentation; e) the net asset value of the company, divided by the number of shares in circulation, according to the last financial statement audited prior to the date on which the position representing more than 33% of the voting rights was reached; f) the value of the shares resulting from an expertise carried out according to international assessment standards ((5) If the provisions of paragraph are not applicable. (2) and the deadlines provided for in art. 37 37 para. ((1) or, as the case may be, art. 39 39 para. ((4), the price offered under the compulsory public takeover offer shall be at least equal to the highest of the following values: a) the highest price paid by the bidder or the persons with whom he acts in concert during the 12-month period prior to the date of submission to the A.S.F. of the offer documentation; b) the highest price paid by the tenderer or persons acting in concert in the last 12 months prior to the date on which the position representing more than 33% of the voting rights was reached; c) the weighted average trading price, for the last 12 months prior to the date of submission to the A.S.F. of the offer documentation; d) the weighted average trading price for the last 12 months prior to the date on which the position representing more than 33% of the voting rights was reached. ((6) If the A.S.F., ex officio or as a result of a referral to this effect, considers motivated that the price set by an authorized assessor, according to the law, is not likely to lead to the establishment of a fair price within the offer Mandatory takeover public, A.S.F. may request recovery of the evaluation. ((7) The evaluation report by which the price is determined in the framework of the mandatory public takeover bids is made available to the shareholders of the object of the takeover, under the same conditions as the offer document. + Article 39 ((1) Art. 37 37 shall not apply where the position representing more than 33% of the voting rights on the issuer was acquired as a result of an exempted transaction. ((2) Within the meaning of the present law, the "exempted transaction" represents the acquisition of that position: a) in the privatisation process; b) through the acquisition of shares from M.F.P. or other legally empowered entities, in the framework of the procedure for the execution of budgetary claims; c) following transfers of shares between the parent company and its subsidiaries or between the subsidiaries of the same parent company; d) following a public voluntary takeover offer addressed to all holders of those securities and having as their object all their holdings. ((3) Where the acquisition of the position representing more than 33% of the voting rights on the issuer is unintentionally carried out, the holder of such a position shall have one of the following alternative obligations: a) to carry out a public offer, under the conditions and at the price provided for in art. 37 37 and 38; b) to dispose of a number of shares, corresponding to loss of unintended acquired position. ((4) The execution of one of the obligations provided in ((3) shall be made within 3 months from the acquisition of that position. ((5) The acquisition of the position representing more than 33% of the voting rights on the issuer shall be deemed unintentional, if it has been carried out as an effect of such operations as: a) the reduction of capital, by the redemption by the company of its own shares, followed by their cancellation; b) exceeding the threshold, as a result of the exercise of the right of preference, subscription or conversion of the originally assigned rights, as well as the conversion of preferential shares into ordinary shares; c) merger/division or succession. + Section 5-a Removing restrictions + Article 40 ((1) Issuers who have their registered office on the territory of Romania may decide in the general meeting of shareholders to apply the following provisions, which become incidents if an offer to take over that company is made public and which must be be respected without prejudice to other rights and obligations under national law implementing the provisions of European law, as follows: a) the restrictions on the transfer of securities provided for in the instruments of incorporation of the object of the takeover shall not apply in relation to the tenderer during the subscription period of the offer; b) the restrictions on the transfer of securities provided for in the contractual arrangements between the object company of the takeover and the holders of the securities issued by him or of the holders of these securities, concluded after the entry into force of this Law, shall not apply in relation to the tenderer during the subscription period of the offer; c) the restrictions on voting rights provided for in the constitutive acts of the object of the takeover do not have an effect at the general meeting of the shareholders who decide on any defensive measures in accordance with the provisions of the art. 31 31 para. ((5); d) the restrictions on voting rights provided for in the contractual arrangements between the object company of the takeover and the holders of its securities or of the holders of the securities of the takeover object, concluded after the entry into force of this law, do not have an effect at the general meeting of the shareholders who decide on any defensive measures in accordance with the provisions of art. 31 31 para. ((5); e) Multiple voting securities shall have only one voting right each in the general meeting of the shareholders who decide on any defensive measures in accordance with the provisions of art. 31 31 para. ((5); f) if, following a takeover bid, the bidder holds 75% or more of the total number of voting shares, no restrictions on the transfer of securities or the voting rights set out in the lit. a)-e) nor any other extraordinary rights of the shareholders in respect of the appointment or replacement of the members of the board of directors provided for in the constituent acts of the object of the takeover; only a right to vote each at the first general meeting of shareholders, convened by the bidder after the closing of the takeover offer, in order to amend the constituent acts or to replace or appoint the members of the board of directors. In this regard, the tenderer shall have the right to convene a general meeting of the shareholders in the short term, provided that this assembly is held at least two weeks after the publication of the convener; g) where the rights are restricted in accordance with the decision of the general meeting of the shareholders in respect of the application of the letter. a)-f), fair compensation is given 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 tender document; h) the provisions of lit. c)-f) does not apply to securities for which the restriction of voting rights is compensated by specific pecuniary advantages. ((2) Provisions of para. ((1) does not apply even if the Member States have securities in the company of the takeover, which confers on the Member States special rights which are compatible with the Treaty, nor the special rights provided for in the legislation national which are compatible with the Treaty. + Article 41 ((1) The decision provided in art. 40 40 para. ((1) is adopted in the general meeting of shareholders, in accordance with the applicable national law in the case of amendments to the constituent acts The decision must be communicated to the A.S.F. and to all supervisory authorities in the Member States in which the securities of the company of the takeover are admitted to trading on regulated markets or where such admission is sought. ((2) The extraordinary general meeting of shareholders may subsequently decide not to apply the measures decided according to art. 40 40 para. ((1). + Section 6 Withdrawal of shareholders from a company + Article 42 ((1) As a result of the conduct of a public purchase offer addressed to all shareholders and for all their holdings, the bidder has the right to require shareholders who have not subscribed in the offer to sell those shares, at a price. equitable, in a situation where it is in one of the following situations: a) holds shares representing at least 95% of the total number of shares in the share capital that confers the right to vote and at least 95% of the voting rights that may actually be exercised; b) acquired, within the public purchase offer addressed to all shareholders and for all their holdings, shares representing at least 90% of the total number of shares in the share capital that confer the right to vote and at least 90% of the voting rights concerned in the tender. ((2) The bidder may exercise the right provided in par. (1) within 3 months from the date of closing of the public offer. ((3) In case the company issued several classes of shares, the provisions of par. ((1) shall be applied separately for each class. ((4) The price offered under a public purchase/voluntary takeover offer, in which the bidder acquired through the underwriting of the offer shares representing at least 90% of the total number of shares in the share capital that confers right of targeted vote in the offer, it is considered to be a fair price. In the case of a mandatory public takeover offer, the price offered in the tender shall be deemed to be fair price. ((5) In the case of a public purchase/voluntary takeover offer that does not meet the condition provided in par. (4), the price is determined by an authorized assessor, according to the law, according to international assessment standards. ((6) If the A.S.F., ex officio or as a result of a complaint in this regard, considers motivated that the price established by an authorized assessor, according to the law, according to the provisions of par. ((4), is not likely to lead to the establishment of a fair price, it may request the restoration of the assessment. ((7) The price established according to paragraph (4) or (5) shall be brought to the attention of the public through the market on which it is traded, by publication in the A.S.F. Bulletin, on the A.S.F. website and in two national circulation financial newspapers, within 5 days of the preparation Report. ((8) Following the completion of the procedure for the exercise of the right provided in par. (1), the securities that have been the subject of the public takeover offer are withdrawn from trading. + Article 43 ((1) As a result of a public purchase offer addressed to all holders and for all their holdings, a minority shareholder has the right to ask the bidder who is in one of the situations referred to in art. 42 42 para. (1) to buy his shares at a fair price, according to the provisions of art. 42 42 para. ((4) and (5). ((2) In case the company issued several classes of shares, the provisions of par. ((1) shall be applied separately, for each class. ((3) The price is determined according to the provisions of art. 42 42 para. ((4) and (5). If the appointment of an independent valuer is required, the related costs shall be borne by that minority shareholder. + Article 44 A.S.F. issues regulations on 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 establish the applicable legal framework in the case of admission of securities to trading on a regulated market, as well as that of the reporting and transparency obligations of issuers whose securities are admitted to trading on a regulated market. ((2) The provisions of this Title shall not apply to participation titles issued by collective investment undertakings other than those of a closed 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 admitted to trading on a regulated market, the issuer means the issuer of the securities represented which may or may not be admitted to trading on a regulated market; b) Member State of origin: ((i) in the case of an issuer of debt securities with a denomination of less than EUR 1,000 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 in which its securities are admitted to trading on a regulated market. The choice of the home Member State shall remain valid unless the issuer has chosen and communicated the choice of a new Member State of origin under point (a). ((iii). The definition of the home Member State shall apply to debt securities issued in a currency other than the euro, provided that the denomination unit is, at the time of issue, less than EUR 1,000, unless it is equivalent to 1,000 euros. of euro; ((ii) for any issuer not covered by point (a) ((i), the Member State chosen by the issuer between the Member State in which it has its registered office, as the case may be, and the Member States in which its securities are admitted to trading on a regulated market. The issuer may choose only one Member State as a home Member State. The choice remains 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 case where the issuer falls under. Section ((i) or (iii) during the 3-year period; ((iii) for an issuer whose securities are no longer admitted to trading on a regulated market in its home Member State as defined in point (a). 2 2 of section ((i) or in section ((ii) but are instead admitted to trading in one or more other Member States, the new Member State of origin which the issuer may choose from among the Member States in which its securities are admitted to trading on a market regulated and, where applicable, the Member State in which the issuer has its registered office. An issuer communicates in accordance with the regulations of A.S.F. its home member state, established according to the provisions of section ((i), (ii) and (iii), the competent authority of the Member State in which it has its registered office, as the case may be, to the competent authority of the home Member State and to the competent authorities of all host Member States Where the issuer does not communicate its home Member State, as defined in point (a), ((i) point 2 2 or in section ((ii) within a period of 3 months from the date on which the securities of the issuer are admitted to trading for the first time on a regulated market, the home Member State shall be the Member State where the securities of the issuer are admitted to trading on a regulated market. Where the issuer's securities are admitted to trading on regulated markets which are located or operating in more than one Member State, those Member States shall be the home Member States of the issuer until to a subsequent decision by the issuer of a single Member State of origin and its communication. For an issuer whose securities are already admitted to trading on a regulated market and the choice of a home Member State, as set out in point (a) of point (a), 2 2 of section ((i) or in section (ii), has not been communicated before the date of entry into force of this Law, the period of 3 months begins from the date of entry into force of this Law. An issuer which has chosen its home Member State as referred to in point (a) of paragraph 1 2 2 of section ((i) or in section ((ii) or (iii) and communicated that choice to the competent authorities of the home Member State before the date of entry into force of this Law shall be exempt from the requirement laid down in point (a) 2 2 of section ((i), unless that issuer chooses another Member State of origin after the date of entry into force of this Law; c) host Member State-the Member State in which the 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 to raise the certificate issued certifying the registration of securities, to conclude ledger service contracts with the central depository on the basis of which storage operations are carried out and register and comply with the reporting requirements established by the present law and regulations of the A.S.F., as well as those of the regulated markets on which the securities issued by them are traded. ((2) The issuer of shares admitted to trading on a regulated market ensures equal treatment for all holders of shares of the same type and class/who are in an identical situation. ((3) Holders of securities shall exercise their rights conferred by them in good faith, in compliance with the rights and legitimate interests of the other holders and the issuer, otherwise being liable for the damage caused. ((4) The misuse of the position held by the shareholders or the quality of administrator or employee of the issuer is prohibited, by resorting to unfair or fraudulent acts, which have as its object or effect the damage of the rights of the securities and other financial instruments held, as well as the damage to their holders. ((5) Art. 47, 48, 61-97, of art. 99 99 para. ((4), as well as of art. 100 100 shall not apply to money market instruments with a maturity of less than 12 months. + Chapter II Admission and withdrawal from trading on a regulated market + Article 47 ((1) Admission to trading of securities on a regulated market shall be made after the publication of a prospectus approved by A.S.F. ((2) Provisions head. I and his head. II of Title II shall also apply to the prospectus drawn up for admission to trading. ((3) The obligation to draw up and publish a prospectus shall not apply to the admission to trading of the following securities: a) shares representing, in 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 for the substitution of other shares, of the same class, already admitted to trading on the same regulated market, if this new share issue does not imply an increase in the share capital; c) securities offered in connection with a public purchase/takeover offer made by exchange, provided a document is available that will have the content provided for in Commission Implementing Regulation (EU) No 809/2004 , depending on the type of issuer and securities offered in exchange; d) the securities offered, assigned or to be awarded, in connection with a merger or division, provided that a document containing at least the information provided for in the A.S.F. regulations is available; e) shares offered, assigned or to be awarded without a consideration in existing shareholders ' money, as well as issued shares where dividends are paid by issuing shares of the same class with the shares for which it is pay dividends, provided that those shares are of the same class as the shares already admitted to trading on the same regulated market and a document containing at least the information set out by the A.S.F. regulations; f) securities offered, assigned or to be assigned to the current or former members of the management or to the former or former employees by the employer or by the parent or a subsidiary, provided that those values securities to be of the same class as securities already admitted to trading on the same regulated market and to make available a document containing at least the information established by the A.S.F. by regulations; g) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, provided that such shares are of the same class as the shares already admitted to trading on the same market regulated; h) securities already admitted to trading on another regulated market, under the following cumulative conditions: 1. those securities or securities of the same class have been admitted to trading on that regulated market for more than 18 months; 2. the prospectus on the basis of which the admission to trading for the first time of securities was published was published in accordance with the provisions of art. 8 8 para. ((3); 3. for securities admitted for the first time in trading, the prospectus drawn up for admission to trading has been approved in accordance with the applicable national law; 4. the company has fulfilled its reporting obligations due to the fact that the securities are admitted to trading on that regulated market; 5. the person who requests the admission of securities to trading on a regulated market in Romania shall draw up a summary document available to the public in Romanian, with unless the A.S.F. gives its consent to the drawing up of the document in a language of wide circulation in the international financial field, containing at least the information referred to in point (a). 7 7; 6. the document specified in 5 is available to the public in Romania, in accordance with art. 8 8 para. ((3) and (4); 7. the document specified in 5 contains the information to include the summary of a public offering prospectus, as well as those relating to the place where the latest prospectus can be obtained and where the financial reports published by the issuer by virtue of its reporting obligations. + Article 48 ((1) With the submission to the A.S.F. of the prospectus approval application for admission to trading on a regulated market, the person requesting admission to trading on a regulated market shall forward the prospectus to the market operator regulated, together with the provisional application for admission to trading on a regulated market and all other documents requested according to the regulations issued by the regulated market operator. ((2) The final application for admission to trading on a regulated market shall be submitted to the regulated market operator after the issuance of the decision approving the prospectus for admission to trading by the A.S.F. ((3) The securities of an issuer are not admitted to trading on a regulated market, if following the analysis of the situation of the respective issuer A.S.F. considers that it would harm the interests of investors. + Article 49 ((1) In order for the shares of a company to be admitted to trading on a regulated market, it must meet the following conditions: a) the company to be established and to carry out its activity, in accordance with the legal provisions in force; b) the company has an early capitalization, at least the equivalent in lei of 1,000,000 euros or, in so far as the value of the capitalisation cannot be expected, to have the capital and reserves, including the profit or loss of the last financial year, at least the equivalent in lei of 1,000,000 euros, calculated according to the reference rate communicated by B.N.R., at the date of application for admission to trading; c) the company has operated in the last 3 years prior to the request for admission to trading and to have prepared and communicated the financial statements for the same period, in accordance with the legal provisions. ((2) Condition provided in par. ((1) lit. b) does not apply in the case of admission to trading of additional issues of shares, from the same class as those already admitted. + Article 50 With the approval of A.S.F., on the regulated market can be admitted to trading and companies that do not meet the conditions provided in art. 49 49 para. ((1) lit. b) and c), given that it considers that: a) there will be an appropriate market for those actions; b) the issuer is able to meet the continuous and periodic disclosure requirements deriving from admission to trading, and investors have the information necessary to be able to assess the company and the actions for which require admission to trading. + Article 51 Shares that are subject to admission to trading must be freely negotiable and fully paid. + Article 52 In the event of a share issue addressed to the public, which precedes admission to trading, admission may take place only after the end of the subscription period. + Article 53 ((1) In order for the shares 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) A sufficient number of shares shall be deemed to be distributed to the public in the following situations: a) the shares for which admission to trading has been requested shall be distributed to the public in a proportion of at least 25% of the subscribed capital, represented by this class of shares; b) the normal functioning of the market is ensured, with a lower percentage of shares than that referred to in lett. a), due to the large number of existing actions in circulation and their dispersion among the public. ((3) Condition provided in par. ((1) shall not apply if the shares are distributed to the public through transactions made on that regulated market. In this case, admission to trading will be made if the A.S.F. considers that a sufficient number of shares will be distributed to the public, through that regulated market, in a short period of time. + Article 54 If the request for admission to trading on a regulated market is made for an additional package of shares, of the same class as those already admitted, the A.S.F. may assess whether a number is distributed to the public sufficient shares, in relation to all the shares issued, not only in relation to this additional package. + Article 55 The application for admission to trading on a regulated market must cover all shares of the same class that have already been issued. + Article 56 ((1) In order for debt securities issued by companies, public authorities and international bodies to be admitted to trading on a regulated market, it is necessary for the issuer to be established and to operate in accordance with the legal provisions in force. ((2) Debt securities that are subject to admission to trading must be freely negotiable and fully paid. ((3) In the event of a issuance of debt securities to the public, which precedes admission to trading, admission may take place only after the end of the subscription period. ((4) Provisions of para. ((3) shall not apply to the continuing issues of debt securities, where the closing date of the subscription period is not determined. + Article 57 The application for admission to trading on a regulated market must cover all debt securities of the same class that have already been issued. + Article 58 ((1) The minimum value of the loan may not be less than the equivalent in lei of 200,000 euros. This provision shall not apply to continuing issues where the amount of the loan is not determined. ((2) With the approval of A.S.F. you can be admitted to a regulated market debt securities for which the condition provided in par. ((1), if it is assessed that for those debt securities there will be an orderly market. + Article 59 ((1) Convertible debt securities may be admitted to trading on a regulated market only if the securities in which they can be converted are listed on a regulated market. ((2) By way of exception, convertible debt securities may be admitted to trading on a regulated market without the condition of par. ((1), if the A.S.F. considers that investors have at their disposal all the information necessary to form an opinion on the value of the shares, object of the conversion. + Article 60 Securities admitted to trading on a regulated market shall be withdrawn from trading in the following cases: a) following the completion of the procedure for the withdrawal of shareholders from a company, initiated in accordance with the provisions of art. 42 42; b) as a result of the A.S.F. decision as it is considered that, due to special circumstances, an orderly market for those securities can no longer be maintained; c) following the decision of the extraordinary general meeting of the shareholders of withdrawal from trading, with the fulfilment of the conditions established by the A.S.F. regulations; d) if the conditions set out in this respect are met in the regulations specific to the regulated market concerned, approved by the A.S.F. + Chapter III Regular information + Section 1 General provisions + Article 61 ((1) Issuers draw up, make available to the public and transmit quarterly, semi-annual and annual reports to the A.S.F. and the market operator. ((2) The reports shall be made available to the public, in writing, or in any other manner approved by the A.S.F. The issuer publishes a press release at least in a national circulation daily, whereby investors are informed about the availability of these reports that are submitted for publication within 5 days from the date of approval. ((3) Reporting includes any significant information, for investors to make a substantiated assessment of the company's activity, profit or loss and indicates any particular factor that influenced these activities. The financial situation is presented compared to the financial situation in the same period of the previous financial year. A.S.F. issues regulations on the content of these reports. ((4) If the issuer prepares both individual and consolidated financial statements, they shall be made available to the public. + Article 62 Members of the administrative, management or supervisory bodies of the issuer shall be obliged to present accurate financial statements and real information on the economic conditions of the issuer to the holders of securities. + Section 2 Annual report + Article 63 ((1) The issuer shall publish an annual financial report no later than 4 months after the end of each financial year and shall ensure its public availability for at least 10 years. ((2) The annual financial report shall consist of: a) the audited annual financial statements; b) the Board's report; c) the statement of the persons responsible within the issuer, whose names and functions will be explicitly specified, showing that, according to their knowledge, the annual financial-accounting situation that was drawn up in accordance with the standards the applicable accounting provides a fair and consistent view of the reality of the assets, liabilities, financial position, profit and loss account of the issuer or its subsidiaries included in the process of consolidation of financial statements and that the report referred to in point b) includes a correct analysis of the development and performance of the issuer, as well as a description of the main risks and uncertainties specific to the activity; d) the full report of the financial auditor. ((3) If the issuer prepares consolidated accounts, the audited financial statements referred to in par. ((2) lit. a) contain these consolidated accounts drawn up in accordance with Commission Implementing Regulation (EU) No 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 company is registered. Where the issuer is not obliged to draw up consolidated accounts, the audited financial statements shall contain the issuer's individual financial statements. ((4) Financial statements, including consolidated ones, of issuers are audited by financial auditors, in accordance with the regulations on financial audit activity. + Article 64 ((1) Issuers active in the extractive or logging industry shall draw up annually, in accordance with the applicable national regulations, a report on payments made to the government. The report shall be made public no later than 6 months after the end of each financial year and shall remain publicly available for at least 10 years. Payments made to governments shall be reported at consolidated level. ((2) By issuer active in the extractive industry, an issuer is understood to carry out any activity involving exploration, prospecting, discovery, exploitation and extraction of mineral deposits, oil, natural gas and others, within the framework of the the economic activities listed in Section B divisions 05 to 08 of Annex I to Commission Implementing Regulation (EU) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing the statistical classification of economic activities NACE Revision 2 and amending Regulation (EEC) No 1060/ 3037/90 of the Council and of certain EC Regulations on specific statistical domains. ((3) An issuer active in the primary forest exploitation sector shall mean an issuer carrying out activities referred to in Section A division 02, group 02.2 of Annex I to Commission Implementing Regulation (EU) No 1893/2006 ,, in relation to the primary forests. + Section 3 Half-yearly + Article 65 ((1) The issuer of shares or debt securities shall publish a half-yearly financial report for the first 6 months of each financial year, as soon as possible after the end of the relevant period, but no later than 3 months after its conclusion. The issuer shall ensure that the semi-annual financial report remains available to the public at least 10 years. ((2) The half-yearly financial report is composed of a) half-yearly accounting reporting; b) the Board's report; c) the statement of the persons responsible within the issuer, whose names and functions will be explicitly specified, showing that, according to their knowledge, the semi-annual financial-accounting situation that was drawn up in accordance with the standards the applicable accounting provides a fair and consistent view of the reality of the assets, liabilities, financial position, profit and loss account of the issuer or its subsidiaries included in the process of consolidation of financial statements and that the report referred to in point b) correctly and completely submit the information about the issuer; d) the full report of the financial auditor, where the financial statements have been audited. If the financial statements have not been audited or reviewed by the financial auditor, the issuer shall expressly state this in the half-yearly report. + Article 66 ((1) If the issuer is obliged to draw up consolidated accounts, the half-yearly accounting reporting shall be drawn up in accordance with the international accounting standards applicable to interim financial reporting adopted according to the procedure referred to in Article 6 6 of Commission Implementing Regulation (EU) No 1606/2002 . ((2) If the issuer is not obliged to draw up consolidated accounts, the semi-annual accounting reporting shall include the balance sheet and the simplified profit and loss account, as well as the explanatory notes attached to them. When drawing up the balance sheet and the simplified profit and loss account, the issuer shall comply with the same principles as in the case of the preparation of the annual financial reports. + Section 4 Quarterly report + Article 67 ((1) The issuer of the shares draws up a quarterly report for the first and 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 according to the applicable regulations, as well as economic and financial indicators mentioned in regulations issued by A.S.F. The financial statements will be accompanied by the financial auditor's report if they have been audited. If the financial information has not been audited, the issuer will expressly state this in the quarterly report; b) optionally, the board/directorate report, in the format described in regulations issued by A.S.F. ((2) Quarterly reports remain publicly available for at least 5 years. + Article 68 ((1) Art. 63 63-67 shall not apply to the following issuers: a) a State, a regional or local authority of a State, an international public body which includes at least one Member State, the European Central Bank, the European Financial Stability Facility, hereinafter referred to as the EFSF, created by The EFSF Framework Agreement and any other mechanism established with the objective of maintaining the financial stability of the European Monetary Union by providing temporary financial assistance to Member States whose currency is the euro and central banks national of the Member States, whether or not they issue shares or other securities; and b) entities that exclusively issue debt securities admitted to trading on a regulated market, with a nominal value of at least EUR 100,000 or, for debt securities denominated in a currency other than the euro, by nominal value unit equivalent to at least 100,000 euros on the date of issue. ((2) Art. 63 63-67 shall not apply to issuers exclusively issuing debt securities whose nominal value is at least EUR 50,000 or, in the case of debt securities denominated in a currency other than the euro, with a nominal value, at the date of the issue, equivalent to at least EUR 50,000, which has already been admitted to trading on a regulated market in the European Union before 31 December 2010, as long as those debt securities are in circulation. + Chapter IV Continuous information + Section 1 Reporting of major holdings + Article 69 ((1) If a shareholder acquires or alienates shares of an issuer, which are admitted to trading on a regulated market and to which voting rights are attached, the shareholder is obliged to notify the issuer of the percentage of rights. vote which it holds following the acquisition or assignment in question, where that percentage reaches, exceeds or falls below one of the thresholds of 5%, 10%, 15%, 20%, 25%, 33%, 50% and 75%. Voting rights shall be calculated on the basis of the assembly of shares to which voting rights are attached, even if their exercise is suspended. This information is also provided for all actions belonging to the same category and to which voting rights are attached. ((2) Shareholders are obliged to notify the issuer of the percentage of voting rights, if it reaches the thresholds provided in par. (1) or are inferior or superior to them, as a result of events amending the distribution of voting rights, based on the information disclosed in accordance with par. ((4). Where the issuer has its registered office in a third country, the notification shall be made for equivalent events. ((3) This Article shall not apply to: a) shares bought exclusively for clearing or settlement, within the ordinary short-term settlement cycle, nor in the case of custodians holding shares as custodian, provided that these custodians cannot exercise their right of vote attached to these actions, unless they have received this instruction in writing or electronically; b) the acquisition or assignment of a major holding, which reaches or exceeds the threshold of 5%, by a market maker acting in that capacity, unless it cumulatively meets the following conditions: 1. it is authorised to function as a market maker in accordance with applicable national law; and 2. it does not intervene in the administration of the issuer concerned and does not exercise any influence to determine the issuer to acquire such shares or to support its price; c) voting rights included in the trading book, within the meaning of art. 4 4 para. ((1) pt. 86 86 of Regulation (EU) No 575/2013 ,, if: 1. voting rights held in the trading book shall not exceed 5%; and 2. voting rights related to shares held in the trading book are not exercised or otherwise used to intervene in the administration of the issuer; d) voting rights related to actions acquired for stabilisation purposes in accordance with Regulation (EU) No 596/2014 and with Delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016 supplementing the Regulation (EU) 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to redemption programmes and stabilisation measures, provided that the voting rights attached to those shares are shall not be exercised or otherwise used for the purpose of intervening in the management of the issuer. ((4) In order to calculate the thresholds provided in par. ((1), the issuer shall make public the total number of shares issued and of the voting rights associated with them at the end of each calendar month, if there has been an increase or decrease in the share capital or number voting rights. ((5) Issuers may not establish other thresholds in their constituent acts than those provided in par. ((1). + Article 70 In order to carry out the notification provided in 69 69 para. ((1), the voting rights held by a person shall be calculated with the consideration of the following: a) voting rights held by a third party with whom the person concerned has entered into an agreement whereby the two undertake to adopt a common long-term policy with regard to the management of that issuer, through the concerted exercise of voting rights held; b) voting rights held by a third party in accordance with an agreement concluded with the person concerned, which provides for the temporary, onerous transfer of those voting rights; c) voting rights attached to the actions constituted as a guarantee in favour of that person, provided that they control the voting rights and declare their intention to exercise them; d) the voting rights attached to the shares of which the person is owned by that person; e) voting rights held or which may be exercised in accordance with lit. a)-d) by a person controlled by that person; f) the voting rights attached to the shares in the possession of that person, which, in the absence of specific instructions from the shareholders, may exercise them without restrictions; g) voting rights held by a third party in its own name, but in the account of that person; h) the voting rights exercised by that person as a trustee which, in the absence of specific instructions from the shareholders, may exercise them as they wish; i) voting rights held by a third party other than that referred to in point (a). a) and e), acting in concert with that person. + Article 71 ((1) Art. 69 69 and art. 70 lit. c) does not apply to shares offered to members of the European System of Central Banks, hereinafter referred to as the ESCB, or by them, in the exercise of their functions as monetary authorities, nor to actions provided to the members of the ESCB or to them, within the framework of a guarantee, a repurchase agreement or similar agreement on liquidity for monetary policy purposes or in a payment system. ((2) Provisions of para. ((1) shall apply to transactions which relate to a short period and which do not entail the exercise of the voting rights attached to such shares. + Article 72 ((1) Notification requested in accordance with art. 69 69 includes the following information: a) the situation resulting from the operation, in terms of voting rights; b) the chain of controlled persons through which voting rights are effectively held, where applicable; c) the date of reaching or exceeding the threshold; d) the identity of the shareholder, even if he is not empowered to exercise his voting rights under the conditions laid down in art. 70, and of the person empowered to exercise their voting rights on account of this holder. ((2) The notification to the issuer shall be made in physical format or by e-mail, with the extended electronic signature incorporated, at the address indicated by the issuer, in Romanian or in a language of wide circulation in the international financial field, promptly, but not later than 4 trading days from the date on which the shareholder or person referred to in art. 70 70: a) find out about the purchase or assignment or the possibility of exercising the voting rights or to which they should have learned about them, given the circumstances, regardless of the date on which the purchase takes effect, the assignment or the possibility of exercising voting rights; or b) is informed/informed of the event referred to in art. 69 69 para. ((2). ((3) A company is exempt from the obligation to carry out the notification provided in accordance with the provisions of par. (1), if it is carried out by the parent company or, if the parent company is itself a controlled person, its parent company. ((4) The parent company of an investment management company has no obligation to bring together the holdings of the collective investment undertakings managed by the investment management company provided that the management company has investments to exercise their voting rights independently of the parent company. However, the provisions of art. 69 69 and 70 shall apply where the parent company or another person controlled by the parent company has invested in holdings managed by the respective investment management company and the latter cannot exercise discretionary the voting rights attached to such holdings or may only exercise them in accordance with the direct or indirect instructions of the parent or another person controlled by the parent company. ((5) The parent company of an investment firm has no obligation to bring together the holdings under the provisions of art. 69 69 and 70 with holdings included in the individual portfolios managed by the investment firm on a discretionary basis, in so far as: a) the investment firm is authorised to provide such individual portfolio management services on a discretionary basis; b) it may not exercise its voting rights attached to those shares, unless it has received written or electronic instructions, or guarantees, by establishing appropriate mechanisms, that portfolio management services individual are carried out independently of any other service; c) the investment firm shall exercise its voting rights independently of its parent company. However, the provisions of art. 69 and 70 apply if the parent company or another person controlled by the parent company has invested in the holdings managed by this investment firm, and it cannot exercise as it wishes the voting rights attached to these holdings or may exercise them only in accordance with the direct or indirect instructions of the parent or another person controlled by the parent company. ((6) Within 3 working days from the receipt of the notification made in accordance with par. ((1), the issuer shall publish in full the information contained in the notification. + Article 73 ((1) The notification obligations referred to in art. 69 69 shall apply also in the case of a person holding, directly or indirectly: a) financial instruments that, at maturity, confer on the holder, under a formal agreement, either the unconditional right to acquire or the possibility to exercise the right to acquire shares having incorporated voting rights and already issued by a issuer whose shares are admitted to trading on a regulated market; b) financial instruments not included in point (a) a), but which are correlated with the shares referred to in this letter and have an economic effect similar to the financial instruments referred to in that letter, whether or not they confer the right to a physical settlement. ((2) Notification provided in par. ((1) includes the breakdown according to the type of financial instruments held in accordance with the provisions of par. ((1) lit. a) and financial instruments held in accordance with the provisions of par. ((1) lit. b), distinguishing between financial instruments that confer the right to a physical settlement and those conferring the right to a cash settlement. ((3) The number of voting rights shall be calculated on the basis of the entire notional value of the underlying shares of the financial instrument, unless the financial instrument exclusively provides for a cash settlement, in which case the number of rights of the vote is calculated according to the secondary regulations issued by A.S.F. for this purpose, the holder must hang and notify all financial instruments related to the same issuer. Only long positions are taken into account for the calculation of voting rights, which cannot be compensated with short positions related to the same issuer. For the purposes of this paragraph, the long positions in relation to the voting rights on an issuer are those positions on the financial instruments related to the issuer to which they correspond to voting rights or derivatives whose object include voting rights on the issuer of the underlying asset and conferring voting rights on the holder of that financial instrument. Short positions in relation to voting rights on an issuer are those positions on the issuer-related financial instruments that correspond to voting rights or derivatives whose object includes voting rights. on the issuer of the underlying asset and which restrict the voting rights of the holder of that financial instrument. ((4) In the meaning of paragraph ((1), the following instruments shall be considered as financial instruments, provided that they satisfy any of the conditions laid down in paragraph 1. ((1) lit. a) or b): a) securities; b) options; c) futures contracts; d) swaps; e) forward rate contracts; f) contracts on differences; and g) any other contracts or agreements with similar economic effects that could be settled physically or in cash. ((5) Derogations provided for in art. 69 69 para. ((3) and art. 72 72 para. ((3), (4) and (5) shall apply mutatis mutandis to the notification requirements under this Article. + Article 74 ((1) The notification requirements referred to in art. 69, 70 and 73 shall also apply to a person, when the number of voting rights held directly or indirectly by such person pursuant to the provisions of art. 69 69 and 70, aggregated with the number of voting rights in relation to financial instruments held directly or indirectly under the provisions of art. 73, reaches, exceeds or falls below the thresholds set out in art. 69 69 para. ((1). ((2) Notification provided in par. ((1) includes a breakdown of the number of voting rights related to the shares held 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) Voting rights related to financial instruments that have already been notified in accordance with the provisions of art. 73 is notified again if the person has acquired the shares to which the voting rights are attached, and this acquisition results in a total number of voting rights related to the shares issued by the same issuer that reaches or exceeds the thresholds provided for in art. 69 69 para. ((1). + Article 75 ((1) When an issuer of shares admitted to trading on a regulated market acquires or alienates, directly or indirectly, its own shares, it makes public the percentage of its own shares, as soon as possible, but not later than 4 days working from that acquisition or disposal, if this percentage reaches, exceeds or falls below the thresholds of 5% or 10% of the total voting rights. This percentage is determined on the basis of the total number of shares to which voting rights are attached. ((2) Art. 73 73 shall apply accordingly in the case of the publication obligations provided for in this Article. + Article 76 ((1) The issuer of shares admitted to trading on a regulated market shall publish without delay any modification of the rights attached to the various categories of shares, including the rights attached to derivatives issued by the issuer and which permit access to its actions. ((2) Issuer of securities other than shares admitted to trading on a publicly regulated market without delay any change in the rights of holders of securities other than shares including any change to the terms and the conditions for these securities which could indirectly affect those rights, in particular, as a result of a change in the terms of the loan or the interest rate. + Section 2 Information for holders of securities admitted to trading on a regulated market + Article 77 ((1) The issuer of actions shall ensure that all means and information necessary to enable shareholders to exercise their rights are available in the home Member State and the integrity of the data is preserved. Shareholders cannot be prevented from exercising their rights by power of attorney, in compliance with the incident legislation in which the issuer has its registered office. The issuer shall in particular meet the following a) provide information on the place, date and time, as well as the agenda of general meetings, the total number of shares and voting rights and the right of holders to participate in the meetings; b) make available to each person empowered to vote at a general meeting of shareholders a form of power of attorney, on paper or, as the case may be, electronically, together with the convener of the assembly or, upon request, after the convocation a meeting; c) designate as a payment agent a financial institution through which shareholders can exercise their financial rights; d) publish information on the allocation and payment of dividends and the issuance of new shares, including information on any distribution, subscription, cancellation or conversion operations. ((2) Issuers may use the electronic route for the transmission of information to shareholders, insofar as this decision is taken at the general meeting and the conditions laid down in the A.S.F. regulations are met. + 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 respect of all voting rights attached to such securities. ((2) The issuer shall ensure that all necessary means and information to enable holders of debt securities to exercise their rights are publicly available in the home Member State and the integrity of the data is preserved. Holders of debt securities are not prevented from exercising their rights by power of attorney, under the conditions laid down by the law of the state in which the issuer has its registered office. The issuer shall in particular meet the following a) publish information on the place, time and agenda of the meetings of holders of debt securities, interest payment, the exercise of possible conversion, exchange, subscription or cancellation and reimbursement rights, as well as the right the holders to participate in the assembly; b) make available to each person empowered to vote at a meeting of holders of debt securities a form of special power of attorney, on paper or, as the case may be, electronically, together with the convener of the assembly or, at request, after convening a meeting; and c) designate as a payment agent a financial institution whereby holders of debt securities may exercise their financial rights. ((3) Where only holders of debt securities whose denomination value reaches at least EUR 100,000 or in the case of debt securities issued in a currency other than the euro, the nominal value of which is equivalent, at the date the issue, with at least 100,000 euros, are invited to attend a general meeting, the issuer may choose any Member State in which the assembly takes place, provided that all the means and information necessary for the exercise of the rights of to the holders to be available in that Member State. ((4) The choice referred to in paragraph ((3) shall also apply to holders of debt securities, with a unit denomination at least equal to EUR 50,000 or, for debt securities issued in a currency other than the euro, with a nominal value equivalent to at least EUR 50,000 to the date of issue, which has already been admitted to trading on a regulated market in the European Union before 31 December 2010, as long as these debt securities are not due, provided that all necessary means and information for the exercise of rights by the holders to be available in the issuing Member State. ((5) Issuers may use the electronic route for the transmission of information to holders of debt securities, provided that this decision is taken in the general meeting and the conditions set out in this regard are met by A.S.F. + Section 3 General information obligations + Article 79 When the issuer or any person who has requested, without its consent, the admission of securities to trading on a regulated market, makes public regulated information in accordance with the obligations established by this The law, this/it conveys, at the same time, the information to the market operator and to the A.S.F. which may decide to publish this information on its website. + Article 80 ((1) Information to be notified to the issuer in accordance with art. 69, 70, 72 and 73 are transmitted at the same time to A.S.F. ((2) A.S.F. issues language regulations in which regulated information is made public in accordance with the obligations established by this law. + Article 81 ((1) The issuer or person who has applied for admission to trading on a regulated market, without the consent of the public issuer regulated information to be made public in accordance with the obligations established by this law, that they can be accessible quickly and in a non-discriminatory manner and make them available for storage under an official storage mechanism. ((2) The official storage mechanism referred to in par. ((1) comply with minimum security standards regarding the authenticity of the source of the information, regarding the recording of the date (s) to which the reports are transmitted, and on the ease of access by the end users. ((3) Access to the official storage mechanism referred to in par. (1) and interconnection with official storage mechanisms from other Member States shall be carried out via a web portal operating as a European electronic access point. + Article 82 ((1) Administrators of issuers whose securities are admitted to trading on a regulated market are obliged to report, immediately, any legal act concluded by the issuer with the administrators, employees, controlling shareholders, as well as with the people with whom they act in concert, whose cumulative value is at least the equivalent in lei of 50,000 euros. ((2) If the company concludes legal acts, with the persons referred to in par. (1), its interests are respected, in relation to offers of the same type on the market. ((3) The reports provided in par. (1) mention, in a special chapter, the legal acts concluded or the amendments thereto and will specify the following elements: the parties that concluded the legal act, the date of conclusion and the nature of the act, the description of its object, the total of the legal act, the mutual debts, the guarantees constituted, the terms and the payment methods ((4) The reports shall also specify any other information necessary to determine the effects of the respective legal acts on the financial situation of + Article 83 A.S.F. issues regulations in application of this chapter. + Chapter V Special provisions on corporate events of issuers whose securities are admitted to trading on a regulated market + Article 84 ((1) Board members of issuers whose shares are admitted to trading on a regulated market can be chosen by the method of cumulative voting. At the request of a significant shareholder, the choice based on this method is done in a manner obligatory. ((2) If the choice by the method of cumulative voting is not applied as a result of the request made by a significant shareholder, it has the right to request in court the immediate convocation of a general meeting of the shareholders. ((3) The administration of an issuer to which the method of cumulative voting is applied shall be carried out by a board of directors consisting of at least 5 members. No provision of the constituent acts of issuers whose shares are admitted to trading on a regulated market may cancel, modify or restrict the right of shareholders to request and obtain the application of the cumulative voting method in the conditions of this law and of the regulations issued by A.S.F. in its application. Any provision in the constitutive act that aims or as a effect the restriction of the right of shareholders to ask, under the law, to apply the method of cumulative voting for the appointment of administrators, are considered unwritten. ((4) Provisions of para. ((1)-(3) shall also apply accordingly to the election of the members of the supervisory board, where the issuer is administered in a dualistic system. ((5) A.S.F. issues regulations on the application of the cumulative voting method. + Article 85 ((1) Any increase in the share capital is determined by the extraordinary general meeting of shareholders. ((2) The constitutive act or the decision of the extraordinary general meeting may authorise the increase of the share capital up to Within the limits of the fixed level, the management board may decide, following the delegation of powers, to increase the share capital. This competence shall be granted to the administrators for a maximum period of 3 years and may be renewed by the general assembly for a period which, for each renewal, may not exceed 3 years. ((3) The decisions taken by the board of directors of an issuer, in the exercise of the powers delegated by the extraordinary general meeting of shareholders, have the same regime as the decisions of the general meeting of shareholders, in respect of advertising to them and the possibility of appeal in court. ((4) Tariffs charged to shareholders who request the issuance of copies of documents issued in application of para. ((3) do not exceed the costs of multiplication. + Article 86 ((1) By way of derogation from provisions Law no. 31/1990 , the date on which the identification of the shareholders to benefit from dividends or other rights takes place and on which the effects of the decisions of the general meeting of shareholders shall be determined will be determined by the latter. This date will be later at least 10 working days to the date of the general meeting of shareholders. ((2) With the dividend fixation, the shareholders ' general meeting also sets the date when they will pay to shareholders. This date will not be set later than 6 months from the date of the general meeting of shareholders for the establishment of dividends. ((3) If the general meeting of shareholders does not set the date of payment of dividends, according to par. (2), they shall be paid within 30 days from the date of publication of the decision of the general meeting of shareholders of establishment of dividends in the Official Gazette of Romania, Part IV, the date from which the company is entitled in delay. ((4) The decision of the general meeting of fixing the dividend shall be submitted within 15 days to the National Trade Register Office, to be mentioned in the register and published in the Official Gazette of Romania, Part IV. The ruling constitutes enforceable title, under which shareholders can begin enforcement against the company, according to the law. ((5) The issuers shall make the payment of dividends and any other amounts due to the holders of securities through the central depository of the respective securities, as well as of the participants in their system. + Article 87 ((1) In the case of the increase of the share capital by cash contribution, the lifting of the right of preference of shareholders to subscribe the new shares must be determined in the extraordinary general meeting of the shareholders, in which shareholders representing at least 85% of the subscribed share capital, and with the vote of shareholders holding at least 3/4 of the voting rights. Following the lifting of the shareholders ' right of preference to subscribe the new shares, they will be offered for subscription to the public in compliance with the provisions on public sales offers under Title II and issued regulations. in their application. ((2) The increase in social capital by contribution in kind is approved by the extraordinary general meeting of shareholders, with shareholders representing at least 85% of the subscribed share capital, and with the vote of shareholders representing at least 3/4 3/4 of the voting rights. The in-kind contributions may consist only in new and performing goods necessary to achieve the object of activity of the issuing company. ((3) The assessment of the in-kind contribution shall be made by independent experts in accordance with the provisions of art. 215 215 of Law no. 31/1990 . ((4) The number of shares arising as a result of the contribution in kind shall be determined as a ratio between the value of the contribution, established in accordance with the provisions of ((3), and the highest value between the market price of an action, the value per share calculated on the basis of the net accounting asset or the nominal value of the share. ((5) In case of lifting the right of preference, in accordance with the provisions of par. ((1), the number of shares shall be determined by the criterion set out in par. ((4). + Article 88 ((1) The increase of the share capital by the conversion of certain debts, liquid and chargeable is assimilated to the share capital increase operation with cash contribution, being made with the granting of the right of preference to all the shareholders of the issuer and in the conditions established by this Article. ((2) In order to grant the right of preference, the extraordinary general meeting of the shareholders decides to increase the share capital by the amount resulting from the conversion of the definite, liquid and chargeable debt, as well as with an additional amount representing in cash of the other shareholders, who may subscribe shares in proportion to the share held by them at the registration date fixed by the general meeting of the shareholders. ((3) The quorum of the meeting for the adoption of the decision to increase the share capital by converting certain, liquid and chargeable debts, with the granting of the right of preference, is that provided by Law no. 31/1990 . ((4) The lifting of the right of preference in the situation of increasing the share capital by converting certain, liquid and chargeable debts is carried out in compliance with the conditions laid down in 87 87 para. ((1). + Article 89 ((1) The decisions of the general meeting, contrary to the law or articles of association, which have the effect of modifying the share capital can be appealed in court, within 15 days from the date of publication in the Official Gazette of Romania, Part IV, of any of the shareholders who did not take part in the general meeting or who voted against and asked to insert it in the minutes of the meeting. ((2) Actions for cancellation referred to in par. (1) shall be resolved urgently and in particular by the courts, in the council chamber, within a period of 30 days from the date of introduction of the application for appeal. ((3) The judgments given by the court may be appealed within 15 days from the date of the communication. ((4) The appeal will be resolved urgently by the courts of appeal within 30 days from the date of registration of the case before the appeal court. + Article 90 ((1) Acts of acquisition, estrangement, exchange or guarantee of assets belonging to the asset category of the issuer, the value of which exceeds, individually or cumulatively, during a financial year, 20% of the total assets immobilized, less receivables, are concluded by the directors or directors of the issuer only after prior approval by the extraordinary general meeting of the shareholders. ((2) Rental of tangible assets, for a period of more than one year, whose individual or cumulative value against the same co-contractor or persons involved or acting in concert exceeds 20% of the value of the total assets immobilized, except the claims at the date of the conclusion of the legal act, as well as the associations for a period of more than one year, exceeding the same value, are approved in advance by the extraordinary general meeting of the shareholders. ((3) In case of non-compliance with paragraph ((1) and (2), any of the shareholders may request the court to annul the legal act concluded and to pursue the administrators for the compensation of the damage caused ((4) In the case of a corporate event in which, following the application of the specific algorithm of the event, financial instrument fractions result, the rounding of the results will be achieved at the entire lower. + Article 91 ((1) By way of derogation from provisions art. 134 134 of Law no. 31/1990 , the price paid by an issuer to the shareholder exercising the right to withdraw from the company is determined by an independent assessor registered with the A.S.F. and in accordance with international assessment standards. ((2) The issuer has the obligation to pay the value of the shares held by the shareholders who exercised their right of withdrawal from the company within 4 months from the filing of the request for withdrawal. + Article 92 ((1) The Management Board or the Directorate, as the case may be, shall convene the general meeting within the art. 117 117 para. ((2) of Law no. 31/1990 . ((2) The term provided in par. ((1) is not applicable for the second or the following convocation of the general meeting determined by the failure to meet the quorum required for the assembly convened for the first time, provided that: a) the provisions of this Article have been complied with at the first convocation; b) no new point has been added to the agenda; and c) 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/are entitled: a) place points on the agenda of the general meeting, provided that each item is accompanied by a justification or draft decision proposed for adoption by the general assembly; and b) to present draft decisions for the points included or proposed to be included on the agenda of the general meeting. ((4) The rights provided in par. (3) may be exercised only in writing, the proposals made to be transmitted by courier services or by electronic means. ((5) Shareholders may exercise the rights provided in par. ((3) within 15 days from the date of publication of the convocation. ((6) In cases where the exercise of the right provided in par. ((3) lit. a) determine the change of the agenda of the general meeting already communicated to the shareholders, the company makes available a revised agenda, using the same procedure as that used for the previous day order, before the reference date of general meeting of shareholders, as defined by the regulations of the A.S.F., as well as in compliance with the term provided for in art. 117 ^ 1 para. ((3) of Law no. 31/1990 ,, so as to enable the other shareholders to designate a representative or, where appropriate, to vote by correspondence. ((7) The access of the shareholders entitled to participate, on the reference date, at the general meeting of the shareholders is allowed by simple proof of their identity, made, in the case of private shareholders, with their identity document or, in the case legal entities, legal representative, and in the case of legal entities and shareholders individuals represented, with the power of attorney given to the person representing them, in compliance with the legal provisions applicable in the matter. ((8) The reference date shall be determined by the issuer and shall not be more than 30 days prior to the date of the general meeting to which it applies. ((9) Preventing the access of a shareholder fulfilling the conditions of the law to participate in the general meeting of shareholders entitles any interested person to seek legal annulment of the decision of the general meeting of shareholders ((10) The representation of shareholders in the general meeting of shareholders can be done through persons other than shareholders, on the basis of a special or general power of attorney. ((11) If a shareholder is represented by a credit institution that provides custody services, it will be able to vote in the general meeting of shareholders on the basis of voting instructions received by electronic means of communication, without it is still necessary to draw up a special or general power of attorney. The custodian shall vote in the general meeting of shareholders exclusively in accordance and within the limits of the instructions received from its customers having the status of shareholders on the reference date. ((12) The special power of attorney may be granted to any person for representation in a single general assembly and contains specific voting instructions from the shareholder, with clear indication of the voting option for each item entered on the order. day of the general meeting. In this situation, the provisions art. 125 125 para. ((5) of Law no. 31/1990 are not applicable. In the event of discussion at the general meeting of shareholders, in accordance with the legal provisions, of points not included on the published agenda, the authorized person may vote on them according to the interest of the represented shareholder. ((13) The shareholder may grant a valid power of attorney for a period not exceeding 3 years, allowing the representative to vote in all matters in the debate of the general meetings of the shareholders of one or more issuers identified in the empowerment, on an individual basis or by a generic wording relating to a particular category of issuers, including in respect of acts of provision, provided that the power of attorney is granted by the shareholder, as a client, to a intermediate defined according to art. 2 2 para. ((1) pt. 20 or a lawyer. ((14) The powers, before their first use, shall be submitted to the company 48 hours before the general meeting or within the period provided for by the issuer's constituent act, in copy, containing the indication of conformity with the original under signature Representative. Copies of the powers are retained by the company, making mention of it in the minutes of the general meeting. ((15) Shareholders cannot be represented in the general meeting of shareholders on the basis of a power of attorney indicated in par. ((13) by a person who is in a situation of conflict of interest that may arise in particular in one of the following cases: a) is a majority shareholder of the issuer or another person, controlled by that shareholder; b) is a member of an administrative, management or supervisory body of the issuer, a majority shareholder or a controlled person, as provided for in point (a). a); c) is an employee or auditor of the company or of a majority shareholder or a controlled entity, according to the provisions of lett. a); d) is the husband, relative or affin up to the fourth degree including one of the individuals referred to in lett. a)-c). ((16) The power of attorney may not be substituted by a person other than if this right has been expressly conferred on him by the shareholder in the power of attorney. If the person empowered is a legal person, he or she may exercise his/her mandate received through any person belonging to his management or management body or among his employees. The provisions of this paragraph shall not affect the right of the shareholder to designate by power of attorney one or more alternates, to ensure its representation in the general assembly, in accordance with the regulations issued by A.S.F. in the application of these provisions. ((17) Issuers may allow their shareholders any form of participation in the general assembly by electronic means of data transmission. ((18) Shareholders may designate and revoke their representative by electronic means of data transmission. ((19) Issuers have the obligation to draw up procedures that give shareholders the opportunity to vote in the general assembly, both by participating personally or through the representative in the general assembly, and by representation, respectively by correspondence. If resolutions requiring the secret ballot are on the agenda of the general meeting of the shareholders, the vote of the participating shareholders personally or through the representative as well as those who vote by correspondence will be expressed. by means which do not allow it to be disclosed only to members of the secretariat responsible for counting the secret votes cast and only at the time when the other votes cast in secret by the shareholders present or by representatives of the shareholders attending the meeting. In the case of vote by representative, the disclosure of the vote against him, before the general assembly, is not a violation of the requirement for the secret character of the vote. ((20) If the shareholder who has cast his vote by correspondence takes part personally or through the representative at the general meeting, the postal vote expressed for that general meeting shall be cancelled. In this case only the vote expressed personally or by the representative shall be taken into account. ((21) If the person representing the shareholder through personal participation in the general assembly is other than the one who expressed the postal vote, then for the validity of the vote or this shall present at the assembly a written revocation of the vote by correspondence, signed by the shareholder or by the representative who expressed the postal vote. This is not necessary if the shareholder or his legal representative is present at the general meeting. ((22) At least 30 days before the general meeting of the shareholders, the company shall make available to shareholders the documents or information on the issues listed on the agenda, on its website, including the annual financial statements, the annual report of the Management Board, namely the report of the directorate and the supervisory board, as well as the proposal on the distribution of dividends. ((23) The Management Board, respectively the directorate are obliged to convene the general meeting at the request of the shareholders art. 119 119 para. ((1) of Law no. 31/1990 , if the request includes provisions entering into the attribution of the assembly, so that the assembly is held, at the first or at the second convocation, within 60 days from the date of the request. ((24) This article and the regulations of the A.S.F. issued in its application do not apply to the use of the instruments, powers and resolution mechanisms provided for by the legislation on the recovery and resolution of credit institutions and investment firms. ((25) For the purposes of the provisions of the legislation on the recovery and resolution of credit institutions and investment firms, the general meeting may, by a majority of two thirds of the valid votes cast, decide or amend the statute to provide that a convocation of the general meeting, in order to decide on a capital increase, shall be made within a shorter period than that provided for in paragraph 1. ((1), provided that between the date of the convocation and the date of the general meeting are at least 10 calendar days, the conditions relating to the early intervention measures or the appointment of the temporary administrator provided for by legislation on the recovery and resolution of credit institutions and investment firms and the capital increase should be necessary to avoid the conditions for triggering the resolution procedure provided for in the recovery and the resolution of credit institutions and investment firms. ((26) In the meaning of paragraph (25), the obligation to establish a single time limit for the exercise of the rights of shareholders to enter items on the agenda of the general meeting or to present draft decisions for the points included or proposed to be included on the agenda of the general meeting, according to the provisions of para. (5), the obligation to ensure on time the availability of a revised order of day according to the provisions of par. (6), as well as the obligation for all issuers to establish a single reference date according to the provisions of the regulations A.S.F. does not apply. ((27) A.S.F. will issue regulations in application of the provisions of this chapter + Chapter VI Financial auditors + Article 93 Financial-accounting statements and those on the operations of issuers whose securities are admitted to trading on a regulated market are developed in accordance with the specific requirements set by the M.F.P. and are audited by auditors financial, members of the Chamber of Financial Auditors in Romania. + Article 94 ((1) Financial auditor: a) prepare a financial audit report, in accordance with the audit standards issued by the Chamber of Financial Auditors in Romania; b) prepare, within 30 days, on the basis of the information submitted by the administrators, additional reports, in accordance with the financial audit standards and the reporting framework defined by the international accounting standards and by the A.S.F. regulations, relating to the operations claimed by the shareholders representing at least 5% of the total voting rights. Administrators are required to provide auditors with all requested information. The additional report is made public on the A.S.F. website; c) provide additional services in compliance with the principle of independence. ((2) If the administrators and auditors referred to in par. ((1) lit. b) do not comply with the request within the stipulated period or if the published report does not include the information in the reporting framework, the shareholders will be able to address the court in the territorial area where the company is based, in order to appoint another financial or expert for the resumption of the procedure for the preparation and presentation of an additional report, and the report will be submitted to the court and communicated to the parties, and the opinion of the financial auditor or expert to be published in the Bulletin A.S.F. + Article 95 ((1) Financial auditors are required to report to the A.S.F., without coming at odds with the provisions of the Code on Ethics and Professional Conduct and Financial Audit Standards, within 10 days, any fact or act in connection with the work issuers whose securities are admitted to trading on a regulated market, which they have become aware of in the exercise of their specific duties and which: a) constitutes a significant violation of the normative acts governing the operating conditions of the audited issuer; b) it is likely to affect the continuity of the audited issuer's business; c) may lead to an audit opinion with reservations, the impossibility of expressing an opinion or a contrary opinion. ((2) Financial auditors are obliged to report, immediately, A.S.F. any fact or act, from those provided in par. ((1), which they became aware of during the audit, in relation to a person controlled by the issuer. ((3) At the written request of the A.S.F. financial auditors have the obligation: a) to submit to the A.S.F. any report or document that was brought to the attention of the audited issuer; b) submit to the A.S.F. a statement indicating the reasons for the termination of the audit contract, regardless of their nature; c) to submit to the A.S.F. any report or document containing the observations that were brought to the attention of the management of the audited issuer. + Article 96 A.S.F. has the obligation to ensure the confidentiality of the information received, in accordance with the provisions 95, except for those who are of a criminal nature. + Article 97 For the significant deficiencies found in the professional activity carried out by a financial auditor, in relation to issuers whose securities are admitted to trading on a regulated market A.S.F. Financial from Romania and requests the adoption of appropriate measures, according to the regulations in force + Chapter VII Duties and powers of the A.S.F. + Article 98 ((1) Without prejudice to the powers provided for in art. 2 2 para. ((9), which shall apply accordingly, the A.S.F. shall, for the purpose of exercising its duties in order to apply the provisions of this Title, the following powers: a) request from auditors, issuers, holders of shares or other financial instruments or persons referred to in art. 70 70 or art. 73, as well as from the persons who control them or who are controlled by them providing information and documents; b) require that the issuer make public the information referred to in lett. a) by means and within the time limits deemed necessary by the A.S.F. If the issuer or persons who control it or who are controlled by it do not publish the information, the A.S.F. may, after hearing the issuer, publish on its own initiative the respective information; c) request from the management of the issuers and management of the holders of shares or other financial instruments or from the persons referred to in art. 70 70 or art. 73 notify the information required by this law or the regulations of the A.S.F. and, as the case may be, provide additional information and documents; d) suspend or require the regulated market concerned to suspend the trading of financial instruments for a period of no more than 10 days, where it has reasonable grounds to believe that the issuer has failed to comply with the provisions of the the present title or the regulations of the A.S.F. or if it considers that the issuer's situation is such that trading would be detrimental to investors; e) prohibit trading on a regulated market where it finds that the provisions of this Title or the regulations of the A.S.F. have not been complied with, or where the A.S.F. presumes, on the basis of reasonable grounds, that the provisions this title has been infringed; f) take measures in such a way that the issuer makes public the information on time in order to guarantee optimal and equal access to the public in all Member States where the securities are traded or to take appropriate measures, if the situation is different; 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 art. 70 or 73 shall not comply with its obligations; h) verify that the reporting and transmission obligations laid down in this Title are fulfilled in compliance with the formats and conditions established by law and take the necessary measures, if they find the existence of irregularities; and i) carry out on-site inspections in the territory, at the headquarters of regulated or supervised entities and/or, in cooperation with other authorities, at the headquarters of other entities covered by the provisions of this Law, in compliance with the legislation national applicable, in order to verify compliance with the provisions of this Title and the regulations issued in its application; j) decide that securities admitted to trading on a regulated market are withdrawn from trading, when they consider that, due to special circumstances, an orderly market cannot be maintained for those securities. ((2) Without prejudice to the provisions of paragraph 1 ((1), A.S.F. is vested with all the investigative powers necessary for the exercise of its powers. ((3) Communication to A.S.F., by an auditor of any information and/or documents as a result of requests made in this regard by A.S.F. according to par. ((1) lit. a) does not constitute a violation of any restriction relating to the disclosure of information imposed by a contract or by an act with the power of law or administrative act and does not engage the responsibility of that auditor. + Article 99 ((1) The obligation of professional secrecy applies to all persons who work or have worked for the A.S.F. and for the entities to which the A.S.F. has possibly delegated certain tasks. Information subject to the professional secrecy regime may not be communicated to any person or authority, except in accordance with the applicable national law and administrative provisions. ((2) A.S.F. shall cooperate with the competent authorities of the other Member States where it is necessary to carry out the functions and exercise of the powers conferred on it by this Title and to assist them. ((3) In exercising its sanctioning and investigating powers, the A.S.F. shall cooperate with the competent authorities of the other Member States to ensure that the sanctions or measures ordered produce the desired results and to coordinate their efforts when dealing with cross-border cases. ((4) A.S.F. may refer the matter to ESMA regarding situations where a request for cooperation has been rejected or has not been granted within a reasonable time and cooperates with it in accordance with the Regulation (EU) No 1.095/2010 ,, by providing it with all the information necessary for the performance of its tasks under this Regulation. ((5) Provisions of para. ((1) shall not prevent the exchange of confidential information between the A.S.F. and other competent authorities. The information thus exchanged is governed by professional secrecy, an obligation that incumba to persons employed or previously employed by the competent authorities receiving the information. ((6) A.S.F. may conclude cooperation agreements on the exchange of information with the competent authorities or bodies of third countries, empowered by their own legislation to carry out any task similar to those provided for by the provisions Law on the supervision of compliance with the transparency obligations of issuers whose securities are admitted to trading on a regulated market. This exchange of information shall be subject to guarantees of professional secrecy at least equivalent to those provided for in this Article and shall be intended for the execution of supervisory powers of those authorities or bodies, if which come from another Member State, the information may not be communicated without the express consent of the competent authorities which have communicated them and, where appropriate, exclusively for the purpose for which they have given their consent. + Article 100 ((1) If the A.S.F., as the competent authority when Romania is a host Member State 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 71 has committed irregularities or infringed its obligations, it shall inform the competent authority of the home Member State and ESMA thereof. ((2) Where, despite the measures taken by the competent authority of the home Member State or if these measures prove inadequate, the issuer or the securities holder shall continue to fail to comply with its obligations, the A.S.F., in the The competent authority of the home Member State shall, after informing the competent authority of the home Member State, take all necessary measures to protect investors, in accordance with the legal provisions concerning reporting and transparency obligations in relation to issuers whose values securities are admitted to trading on a regulated market, informing the European Commission and ESMA as soon as possible. + Title IV Issuers whose securities are admitted to trading or are traded within a multilateral trading system or organised trading system + Chapter I General provisions + Article 101 ((1) The provisions of this Title shall establish the legal framework applicable to issuers whose securities are admitted to trading or are traded, with their agreement, within a multilateral trading system or within a system organized by trading, as well as the reporting and transparency obligations of these issuers. ((2) The provisions of this Title shall not apply to participation titles issued by collective investment undertakings other than those of a closed type. + Article 102 For the purposes of this Title, 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, shall be understood by the issuer. or, within the framework of a multilateral trading system or an organised trading system. + Chapter II Admission, registration and withdrawal of securities from trading on a multilateral trading system or organised trading system + Article 103 Admission or, as the case may be, the registration of securities trading within a multilateral trading system or within an organised trading system shall be made in accordance with the operator's own regulations of system that manages the respective multilateral trading system or organised trading system, approved by the A.S.F. + Article 104 The conditions for the withdrawal of securities from trading on a multilateral trading system or organized trading system shall be established by regulations of the A.S.F. and are specified within the own regulations of the the system operator administering that multilateral trading system or organised trading system. + Chapter III Regular and continuous information + Article 105 Issuers are required to register with the A.S.F. and to raise the certificate issued certifying the registration of securities, to comply with the reporting requirements established by the A.S.F. regulations, as well as those of the operator of the trading on which securities issued by them are traded. + Article 106 Art. 46 46 para. ((2)-(4), art. 62 62, art. 69-76 69-76, art. 77 77 para. ((1), art. 78 78 para. ((1) and (2), art. 85 85-98 and art. 99 99 para. ((1)-(3), (5) and (6) shall also apply accordingly to issuers whose securities are traded within a multilateral trading system or organized trading system, in compliance with the provisions of art. 46 46 para. ((5). + Article 107 A.S.F. issues regulations in the application of the provisions of this Title relating to the transparency and reporting obligations of issuers whose securities are traded on a multilateral trading system or on a system organized by trading. + Title V Market abuse + Chapter I General provisions + Article 108 ((1) This Title sets out the legal framework for the misuse of inside information, unauthorized disclosure of inside information and market manipulation, and measures to prevent market abuse. ((2) A.S.F. informs the European Commission when it takes place, by amending the national legislation, to extend the powers regarding the crimes provided in art. 134 134 para. ((2)-(5), of the attempt provided in art. 135 135 para. (1), as well as the instigation and complicity to the facts provided in art. 134 134 para. ((2), (4) and (5) which were committed outside Romania, if: a) the offender has his usual residence on the territory of Romania; or b) the offence was committed for the benefit of a legal person based on the territory of Romania. ((3) For the purposes of this Title, a legal entity governed by private or public law which issues or intends to issue financial instruments shall be understood by the issuer, the issuer being, in the case of certificates of deposit having as its support financial instruments, issuer of the underlying financial instrument. + Article 109 The provisions of this Title apply: a) financial instruments admitted to trading on a regulated market or for which an application for admission to trading on a regulated market has been submitted; b) financial instruments traded under a multilateral trading system (SMT), admitted to trading in an SMT or for which an application for admission to trading has been submitted in an SMT; c) financial instruments traded under an organised trading system (SOT); d) financial instruments not included in lit. a), b) or c), the price or value of which depends on the price or value of a financial instrument referred to in these letters or has an effect on them and which may include, but is not limited to, credit default swaps and contracts for difference; e) behaviours or transactions, including offers, relating to auctioning on an auction platform authorised as a regulated market for emission allowances or other auctioned products on their basis, including when auctioned products are not are financial instruments, pursuant to Regulation (EU) No 1.031/2010 of the Commission of 12 November 2010 on the timing, administration and other aspects of the auctioning of greenhouse gas emission allowances pursuant to Directive 2003 /87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community. Without prejudice to the specific provisions relating to tenders submitted in the context of an auction, the provisions of this Title relating to trading orders shall also apply to such tenders. + Article 110 ((1) Art. 120 120 shall also apply: a) spot contracts on goods which are not wholesale energy products, where the transaction, order or behaviour has, is likely to have or is intended to have an effect on the price or value of a financial instrument referred to in art. 109 109; b) the types of financial instruments, including derivative contracts or derivatives for the transfer of credit risk, where the transaction, order, bid or conduct has or may have an effect on its price the value of the spot commodity contract, where the price or value depends on the price or value of those financial instruments; c) behaviour in relation to benchmarks. ((2) The provisions of this Title shall apply to any transaction, order or conduct related to any financial instrument referred to in par. ((1) and in art. 109, regardless of whether the transaction, order or conduct is conducted or not in a trading venue. + Article 111 The prohibitions provided for in this Title shall not apply to: a) transactions with own shares carried out in the framework of the repurchase programs, if those transactions are carried out in accordance with the provisions of art. 5 5 para. ((1), (2) and (3) of Regulation (EU) No 596/2014 ; b) transactions with securities or associated instruments referred to in art. 3 3 para. ((2) lit. a) and b) of Regulation (EU) No 596/2014 for the stabilization of securities, if those transactions are carried out in accordance with the provisions of art. 5 5 para. ((4) and (5) of that Regulation; c) transactions, orders or behaviors carried out in order to apply monetary policy, exchange rate or public debt in accordance with the provisions of art. 6 6 para. ((1) of Regulation (EU) No 596/2014 , transaction orders or behaviors carried out in accordance with the provisions of art. 6 6 para. ((2) of the same Regulation, activities carried out within the framework of the European Union climate policy, in accordance with the provisions of art. 6 6 para. ((3) of the said Regulation or activities carried out 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 6 para. ((4) of the same Regulation. + Article 112 The prohibitions provided for in this Title shall not apply to transactions carried out in the context of monetary policy and exchange rate or to those related to public debt, exercised by: competent authorities of Romania, other Member States, The European Central Bank or a national central bank, a ministry, an agency or a vehicle with special purpose for a Member State or several Member States, or a person acting on its behalf, and in the case of a Member State which is a federal state, a member who is part of the federation. + Article 113 ((1) A.S.F. is the competent authority that ensures the application of this title. ((2) A.S.F. delegates to B.N.R. the competences regarding the supervision of market abuse related to money and currency market instruments that are regulated and supervised by B.N.R., as well as to indices published by B.N.R. + Chapter II Inside information + Section 1 General provisions + Article 114 ((1) By privileged information a precise information is understood that has not been made public, which directly or indirectly refers to one or more issuers or to one or more financial instruments, and which, if made publish, could significantly influence the price of those financial instruments or the price of related derivatives. ((2) When referring to commodity derivatives, the privileged information means the information of a precise nature that has not been made public and which relates directly or indirectly to one or more such financial instruments. derived or referring directly to the spot contract on related goods and which, if it were made public, could significantly influence the price of such derivatives or spot contracts on related commodities, and in where this is information that is reasonably expected to be disclosed, or for which there is a requirement for disclosure in accordance with applicable European or national law, market rules, contracts, practices or usages concerning commodity derivatives markets or relevant spot markets. ((3) When referring to emission allowances or auctioned products on their basis, the privileged information means the information of a precise nature, which has not been made public, which refers directly or indirectly to one or more such instruments and which, if made public, could significantly influence the price of such instruments or the price of related derivatives. ((4) For persons responsible for the execution of orders regarding the trading of financial instruments, the privileged information also means the information of a precise nature, transmitted by a customer, in relation to 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, could have significant effects on the price of those instruments financial, price of spot contracts on related goods or price related derivative financial instruments. ((5) Information of a precise nature means that information that indicates a set of circumstances that exist or can reasonably be expected to exist, or an event that has occurred or reasonably be expected to occur. produces and on the basis of which, due to its specific nature, a conclusion can be drawn as to the effect that the respective circumstances may have or that event on the price of financial instruments, on the price related derivatives, on the price of spot contracts on related goods or on the price of auctioned products based on emission allowances. In this context, in the case of an extended process meant to produce or that results in certain circumstances or a particular event, these future circumstances or that future event, as well as the intermediate stages of that process meant to produce or result in future circumstances or the event in question, may be regarded as precise information. ((6) An intermediate stage of a protracted process shall be considered as privileged information if, in itself, it satisfies the criteria of the privileged information referred to in this ((7) By information which, " if publicly transmitted, could significantly influence the price of those financial instruments or the price of derivatives with which it is in connection, spot contracts on related goods or products auctioning on the basis of emission allowances ' means that information which a reasonable investor may use in the substantiation of its investment decisions. + Article 115 In the case of market participants emission allowances with an aggregate emission level or rated thermal output equal to or less than the threshold fixed in accordance with the provisions of art. 17 17 para. ((2) the second subparagraph of Regulation (EU) No 596/2014 ,, it is considered that the information related to their physical operations does not have a significant effect on the price of allowances, auctioned products on their basis or derivatives. + Section 2 Misuse of inside information + Article 116 ((1) The misuse of inside information takes place when a person has inside information and uses this information to acquire or cede financial instruments to which that information relates, in its own name. or on behalf of a third party, directly or indirectly. ((2) This Article shall apply to any person who has inside information as a result of that person: a) is an administrator, member of the board, director, general manager, member of the supervisory board, member of the directorate or legal representative, or, as the case may be, a member of the administrative, management or administrative bodies supervision of the issuer or the participant in the emission allowance market; b) it has part of the capital of the issuer or the participant in the emission allowance market; c) has access to information by the nature of the job, profession or professional tasks; or d) obtained the information, directly or indirectly, following the commission of a crime. ((3) This Article shall also apply to any person who has obtained inside information other than those referred to in paragraph 1. (2), if that person knows or should know that they are inside information. ((4) Use of inside information by cancelling or amending an order on a financial instrument to which the information relates, if that order was issued before the person concerned knows the inside information, is also considered to be the misuse of inside information. ((5) Use of recommendations or action based on the exhortations provided in art. 117 117 para. ((1) becomes the misuse of privileged information where the person using the recommendation or following the exhortation knows that it is based on inside information. ((6) In the case of auctions for emission allowances or other auctioned products on the basis of which they are organised under Regulation (EU) No 1031/2010 , the use of the privileged information referred to in paragraph ((4) also includes the presentation, modification or withdrawal of an offer by a person on his own behalf or on behalf of a third party. ((7) For the purposes of this Article, the fact that a person owns or has held inside information is not deemed to have used that information and to be involved in the misuse of inside information by an act of acquisition or disposal, when his conduct is qualified as legitimate behavior in accordance with the provisions of art. 9 9 of Regulation (EU) No 596/2014 . + Article 117 ((1) The recommendation or determination of another person to participate in practices of misuse of inside information shall take place where the person has inside information and: a) on the basis of that information, it recommends that another person acquire or dispose of the financial instruments to which the information relates or determines that person to carry out such acquisition or disposal; or b) on the basis of that information, it recommends that another person cancel or amend an order relating to a financial instrument to which that information relates or to persuade that person to make that cancellation or amendment. ((2) Art. 116 116 para. ((2), (3) and (7) shall apply accordingly. + Section 3 Illegal disclosure of inside information + Article 118 ((1) For the purposes of this Title, the unlawful disclosure of privileged information takes place where a person has inside information and discloses that information to another person, unless disclosure is made by a person. the normal exercise of the job, profession or professional tasks, including where disclosure is qualified as market sounding, carried out in accordance with the provisions of art. 11 11 para. ((1)-(8) of Regulation (EU) No 596/2014 . ((2) This Article shall apply to any person in the circumstances or circumstances referred to in art. 116 116 para. ((2) and (3). + Article 119 For the purposes of this Title, the transmission of the recommendations or exhortations provided 117 117 para. ((1) Becomes Illegal Disclosure of Privileged Information pursuant to this Article if the person who conveys the recommendation or the exhortation knows or should know that they are based on inside information. + Chapter III Market manipulation + Article 120 ((1) For the purposes of this Title, market manipulation is the following types of activities a) making a transaction, placing a trading order or any other conduct that provides or is likely to provide false or misleading indication of the offer, demand or price of a financial instrument, a spot contract on conex or a auctioned product based on emission allowances or fixing or is likely to fix the price of one or more financial instruments, a spot contract on conex or a auctioned product based on emission allowances at an abnormal or artificial level, unless the reasons for which the person who participated in the transactions or placed the trading orders acted in such manner are in accordance with the applicable legal provisions and those transactions or trading orders are in accordance with the practices of the market accepted at the trading venue in question, in so far as they have been approved according to the provisions of art. 13 13 of Regulation (EU) No 596/2014 ; b) making a transaction, placing an order or any other activity or behaviour that influences or is likely to influence the price of one or more financial instruments, a spot contract on related goods or a product auctioned based on emission allowances, by recourse to a fictitious process or any other form of deception or artifice; c) dissemination of information by means of mass communication, including on the internet or by any other means, which gives or is likely to give false or misleading signals relating to the supply, demand or price of a financial instrument, of a spot contract on conex or a auctioned product based on emission allowances or fixing the price of one or more financial instruments, of a spot contract on related goods or of a auctioned product based on certificates emissions to an abnormal or artificial level, including dissemination of rumours, when the persons who carried out the dissemination obtain, for themselves or for another person, used or benefits as a result of the dissemination of the information in question and provided that these persons knew or had to know that they were false or misleading; or d) the transmission of false or misleading information or the provision of false or misleading entry data or any other conduct that manipulates the calculation of a benchmark, provided that the person who carried out the transmission or supply those information or data to have known or should have known that they were false or misleading. ((2) For the purposes of paragraph (1), the following situations shall be considered as market manipulation: a) the conduct of a person or persons, acting in collaboration to secure a dominant position on the supply or demand of a particular financial instrument, commodity spot contract or auctioned product on the basis of certificates of emissions, which are or are likely to have the effect of fixing, directly or indirectly, the sale or purchase price or the creation of other incorrect trading conditions; b) the purchase or sale of financial instruments at the time of opening or closing the market, which has or is likely to have the effect of misleading investors acting on the basis of the prices shown, including prices of opening and closing; c) the placing of orders in a trading venue, including cancellation or modification thereof, by any available means of trading, including electronic means such as algorithmic and high frequency trading strategies and which has one of the effects mentioned in lit. a) or b) by: ((i) the interruption or postponement of the operation of the trading system in that trading venue or by creating the conditions for such effects; ((ii) the production of difficulties for other persons to identify the actual orders in the trading system in that trading venue or are likely to generate such effects, including through the introduction of orders that have the effect overloading or destabilising the order book; or ((iii) the creation or likelihood of creating a false or misleading signal about the supply, demand or price of a financial instrument, in particular through the introduction of orders in order to initiate or accentuate a certain trend; d) taking regular or occasional access to media, electronic or traditional media, by expressing an opinion in relation to a financial instrument, a spot contract on goods or a auctioned product based on emission allowances, or indirectly, in relation to its issuer, given that the financial instrument, the spot commodity contract or the auctioned product, based on emission allowances, was already held and subsequently took advantage of the impact of the views expressed with the on that financial instrument, spot contract on goods or auctioned product having at emission allowances, without having made public that conflict of interest at the same time, in a fair and efficient manner; e) the purchase or sale of emission allowances or related derivatives on the secondary market, prior to the tender carried out in accordance with the provisions Regulation (EU) No 1031/2010 , having the effect of fixing the auction price for products auctioned at an abnormal or artificial level or misleading the persons participating in the auctions. + Article 121 Accepted market practices refer to practices used within one or more markets and which are agreed by the A.S.F., in accordance with European procedures. + Chapter IV Information obligations + Article 122 ((1) An issuer shall make public, as soon as possible, the privileged information that relates directly to that issuer. ((2) A participant in the emission allowance market shall make publicly available effectively and rapidly the inside information on the emission allowances it holds relating to its commercial activity. ((3) Fulfilment of the obligations mentioned in paragraph ((1) and (2) shall be carried out in compliance with the incident Regulation (EU) No 596/2014 . + Article 123 A.S.F. issues regulations in application of this chapter. + Chapter V Powers A.S.F. + Article 124 A.S.F. is the competent authority according to the provisions of art. 22 the following shall be added: 596/2014 596/2014. + Article 125 ((1) Without prejudice to the powers provided for in art. 2 2 para. (9), which shall apply accordingly, A.S.F. has, in order to carry out its duties, the powers provided for in art. 23 23 para. ((2) of Regulation (EU) No 596/2014 exercised in accordance with the provisions of this Regulation. ((2) A.S.F. exercises the competence provided in art. 23 23 para. ((2) lit. e) of Regulation (EU) No 596/2014 ,, addressing the competent judicial authority and/or in cooperation with other authorities. + Title VI Liabilities and penalties + Chapter I Contravention liability + Article 126 ((1) It constitutes contraventions, insofar as they are not committed under such conditions as to be considered according to the criminal law offences, the acts committed by: a) authorized entities, regulated and supervised by the A.S.F., issuers of securities and/or by members of the board or supervisory board, directors or members of the directorate, employees of the authorized entity, regulated and supervised or of issuers of securities, natural or legal persons exercising de jure or de facto management positions or professionally exercising activities covered by this law, tenderers and/or persons with whom they act in concert, the person applying for admission to trading of an issuer, persons responsible for carrying out the prospectus, holders of financial instruments and/or persons acting in concert, central and local public administration bodies, international bodies, where applicable, in relation to: 1. violation of the provisions on public offers and operations to withdraw shareholders from a company referred to in art. 6 6 para. ((2), art. 7 7 para. ((2), art. 8 8 para. ((1), (4) and (5), art. 9 9, art. 10 10, art. 11 11 para. ((1)-(3), art. 12 12, art. 16 16 para. ((1) and (2), art. 17 17, art. 18 18 para. ((2) and (4), art. 19 19 para. (1) sentence II, art. 20 20, art. 23 23, art. 25 25 para. ((2), art. 27 27 para. ((1), art. 30 30 para. ((2) and (3), art. 31 31 para. ((1)-(3), (6) and (7), art. 32 32 para. ((1), art. 33 33, art. 38 38 para. ((7), art. 40 40, art. 41 41 and art. 42 42 para. ((7); 2. violation of the provisions on admission, namely the withdrawal from trading of securities provided in art. 47 47 para. ((1), art. 48 48, art. 51 51, art. 52 52, art. 53 53 para. ((1), art. 55 55, art. 56 56 para. ((1)-(3), art. 57 57, art. 58 58, art. 59 59 para. ((1) and art. 60 60; 3. violation of reporting obligations, carrying out operations and respecting the conduct and conditions provided in art. 46 46 para. ((1) and (4), art. 62 62, art. 77-79 77-79, art. 80 80 para. ((1), art. 81 81, art. 82 82, art. 84 84 para. ((1), (3) and (4), art. 85 85, art. 86 86 para. ((3), art. 87 87 para. ((3), art. 90 90 para. ((1), (2) and (4), art. 91 91 and art. 92 92 para. ((1), (6)-(8), (19), (20), (22) and (23); 4. conduct a public offering without the approval of the A.S.F. of the prospectus/offer document, as well as conduct without the approval of the A.S.F. of any activities or operations for which this law requires approval; 5. non-compliance with the conditions established by the decision of the A.S.F. approving the prospectus/offer document, amendments thereto, as well as the preliminary announcement/announcement or advertising materials related to a public offer; 6. non-compliance with the obligations provided 39 39 para. ((3) and (4); 7. non-compliance with the provisions on admission, registration and withdrawal of securities from trading within a multilateral trading system or within an organized trading system, respectively the provisions on reporting obligations, carrying out operations and respecting the conduct and conditions provided for in art. 103-105 103-105; b) issuer in connection with non-compliance with the obligation of publication, respectively transmission within the set deadline of the reports, respectively of the information to be included in the reports provided in art. 61-67 61-67, art. 72 72 para. ((6), art. 75 75 and art. 76 76; c) the natural person or legal entity in connection with non-compliance with the notification obligation, within the established period, of the purchase or disposal of an important holding, in accordance with the provisions of art. 69 69 para. ((1) and (2), art. 70 70, art. 72-74 72-74; d) issuer in connection with non-compliance with art. 69 69 para. ((5). ((2) It also constitutes contraventions, insofar as they are not committed under such conditions as to be considered according to the criminal law offences, the following facts: a) non-compliance with the measures established by the authorisation, supervision, regulatory and control acts or other measures adopted by the A.S.F.; b) non-compliance with the obligations provided 37 37 para. ((1) relating to the initiation, within the prescribed period of law, of a mandatory public takeover offer; c) non-compliance with the provisions on the prohibition to purchase shares provided in 37 37 para. ((2); d) non-compliance with the provisions on the preparation of financial and accounting situations and their auditing, provided in art. 93 93; e) the non-right to exercise the rights conferred by law A.S.F., as well as the unjustified refusal of any person to respond to the requests of the A.S.F. in the exercise of their duties according to the law. + Article 127 ((1) In case of finding the contraventions provided in art. 126 the following sanctions and administrative measures may be applied: a) a public statement indicating the natural person or legal entity responsible and the nature of the infringement; b) an order requiring the natural person or legal entity responsible to cease the conduct that constitutes a breach and not to repeat it; c) fine, by way of derogation from the provisions art. 8 of Government Ordinance no. 2/2001 on the legal regime of contraventions, approved with amendments and additions by Law no. 180/2002 ,, as amended and supplemented, hereinafter referred to as Government Ordinance no. 2/2001 ,, between the following limits: 1. in case of contraventions provided in art. 126 126 para. ((1) lit. a) section 4 4 and 5 and lit. d) and para. ((2) lit. c) and e): ((i) for individuals: fine from 5,000 lei up to the highest value of 4,500,000 lei or twice the value of the benefit resulting from the violation or loss avoided by this, if these values can be established; ((ii) for legal entities: fine from 10,000 lei to the highest amount of 20,000,000 lei or 5% of the total annual turnover, according to the latest available annual financial statements approved by the management body or twice the amount of the benefit resulting from the breach or loss avoided thereby if they can be determined; 2. in case of contraventions provided in art. 126 126 para. ((1) lit. a) section 1 1-3 and 7 and in par. ((2) lit. a) and d): ((i) for individuals: fine from 10,000 lei up to the highest value of 9,000,000 lei or twice the value of the benefit resulting from the violation or loss avoided by this, if these values can be established; ((ii) for legal entities: fine from 15,000 lei up to the highest value between 45,000,000 lei or 5% of the total annual turnover according to the latest available annual financial statements approved by the management body or twice the amount of the benefit resulting from the breach or loss avoided thereby if these values can be determined; 3. in case of contraventions provided in art. 126 126 para. ((1) lit. b) and c): ((i) for individuals: fine from 10,000 lei up to the highest value of 9,000,000 lei or twice the value of the benefit resulting from the violation or loss avoided by this, if they can be established; ((ii) for legal entities: fine from 15,000 lei up to the highest value between 45,000,000 lei or 5% of the total annual turnover, according to the latest available annual financial statements approved by the management body or twice the amount of the benefit resulting from the breach or loss avoided thereby if these values can be determined; 4. in case of contraventions provided in art. 126 126 para. ((2) lit. b): ((i) for individuals: 1. fine from 1,000 lei up to the highest value of 2,000,000 lei or twice the value of the benefit resulting from the violation or loss avoided by this, if these values can be established, if the legal deadline for launching the offer was exceeded by no more than 30 days; 2. fine from 25,001 lei up to the highest value of 4,500,000 lei or twice the value of the benefit resulting from the violation or loss avoided by this, if these values can be established, if the legal deadline for launching the offer has been exceeded by no more than 60 days; 3. fine from 50.001 lei up to the highest value of 4,500,000 lei or twice the value of the benefit resulting from the violation or loss avoided by this, if these values can be established, if the legal deadline for launching the offer has been exceeded by more than 60 days; ((ii) for legal entities: 1. fine from 10,000 lei up to the highest value of 4,000,000 lei or 1% of the total annual turnover according to the last available annual financial statements approved by the management body or twice the value of the resulting benefit from the breach or loss avoided thereby, if these values can be determined, if the legal tender deadline has been exceeded by no more than 30 days; 2. fine from 25,000 lei up to the highest value of 8,000,000 lei or 5% of the total annual turnover according to the latest available annual financial statements approved by the management body or twice the value of the resulting benefit from the breach or loss avoided thereby, if these values can be determined, if the legal tender deadline has been exceeded by no more than 60 days; 3. fine from 50,000 lei up to the highest value of 8,000,000 lei or 10% of the total annual turnover, according to the latest available annual financial statements approved by the management body or twice the value of the beneficiary result from the breach or loss avoided thereby, if these values can be determined, if the legal tender deadline has been exceeded by more than 60 days. ((2) Commission of the contravention provided in art. 126 126 para. ((1) lit. a) section 6 is sanctioned according to the provisions of para. ((1) lit. c) section 4 4 which shall apply accordingly. + Article 128 If the legal entity provided for in art. 127 127 is a parent company or subsidiary of a parent company which must draw up consolidated accounts in accordance with the applicable accounting regulations, the relevant total turnover is the annual total turnover or the type of income corresponding to the applicable accounting regulations, in accordance with the last available consolidated annual accounts approved by the management body of the parent company. + Article 129 Without prejudice to the powers of the A.S.F. established by Government Emergency Ordinance no. 93/2012 , approved with amendments and additions by Law no. 113/2013 , with subsequent amendments and completions, and by this law, as well as the possibility of imposition by the competent bodies, in the applicable cases, of criminal sanctions, A.S.F. may order, as an administrative measure, the suspension the exercise of voting rights related to actions in case of finding the contravention provided in art. 126 126 para. ((1) lit. c) regarding non-compliance with the notification obligation in case of exceeding the threshold of 33% of the voting rights of the issuer. + Article 130 ((1) A.S.F. publishes all decisions on sanctions and measures imposed in accordance with the provisions of art. 126-129 126-129, without undue delay, including at least the information on the type and nature of the infringement and the identity of the natural persons or legal entities responsible for the infringement By way of exception, the A.S.F. may postpone the publication of a decision or publish the decision anonymously in any of the following circumstances: a) where, where the sanction is imposed on a natural person, it is found, following an earlier mandatory assessment of the proportionality of the publication of the personal data, that it is disproportionate; b) where the publication would seriously jeopardise the stability of the financial system or an ongoing official investigation; c) where the publication would cause, in so far as this may be established, disproportionate and serious damage to the institutions or individuals involved. ((2) In case of introduction of an appeal against the decision published according to par. ((1), the A.S.F. is obliged either to publish this information at the time of publication of that decision, or to modify the published text if the appeal is submitted after the initial publication. + Article 131 ((1) A.S.F. establishes the type and level of sanctions or administrative measures applied in accordance with art. 126-129, taking into account all relevant circumstances, including, where appropriate, the following: a) gravity and duration of the infringement b) the degree of responsibility of the natural person or legal entity responsible; c) the financial capacity of the natural person or legal entity responsible, as indicated by the total turnover of the responsible legal entity, by the annual income of the responsible natural person, to the extent that they may be identified, or other relevant indicators; d) the amount of the benefit obtained or losses avoided by the natural person or legal entity responsible, insofar as they may be established; e) losses incurred by third parties as a result of the infringement, insofar as they may be established; f) the extent to which the individual or legal entity responsible cooperates with the A.S.F.; g) previous infringements committed by the natural person or legal entity responsible. ((2) The processing of personal data collected within or for the purpose of exercising supervisory and investigation powers under this Act shall be carried out in accordance with applicable national law and with Commission Implementing Regulation (EU) No 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) A.S.F. applies contravention sanctions and administrative measures appropriate to persons committing the violations provided in art. 30 30 para. ((1) lit. a) and b) of Regulation (EU) No 596/2014 . ((2) The limits of fines set out in this Article derogate from the provisions art. 8 of Government Ordinance no. 2/2001 . ((3) In the case of violations provided in art. 30 30 para. ((1) lit. a) of Regulation (EU) No 596/2014 , A.S.F. may apply the following contravention sanctions and administrative measures: a) sanctions and measures provided for in art. 30 30 para. ((2) lit. a)-h) of Regulation (EU) No 596/2014 . The temporary ban provided for in art. 30 30 para. ((2) lit. e) and g) of Regulation (EU) No 596/2014 can be ordered for a period of between 90 days and 5 years. Limits of the sanction provided in art. 30 30 para. ((2) lit. h) of Regulation (EU) No 596/2014 are between a date up to three times the amount of profits earned or losses avoided as a result of the infringement, if they may be established; b) for individuals, fines as follows: ((i) fine from 10,000 lei up to 22,000,000 lei for violations of the provisions of art. 14 14 and 15 of Regulation (EU) No 596/2014 , when the facts are committed without the form of guilt required by law to be qualified as crimes; ((ii) fine from 3,000 lei up to 4,500,000 lei for violations of the provisions of art. 16 16 and 17 of Regulation (EU) No 596/2014 ;; and ((iii) fine from 1,000 lei up to 2,200,000 lei for violations of the provisions of art. 18 18, 19 and 20 of Regulation (EU) No 596/2014 ;; and c) for legal persons, fines as follows: ((i) fine from 20,000 lei up to 66,000,000 lei or 15% of the total annual turnover of the legal person according to the latest available financial statements approved by the management body for violations of the provisions of art. 14 14 and 15 of Regulation (EU) No 596/2014 , when the facts are committed without the form of guilt required by law to be qualified as crimes; ((ii) fine from 10,000 lei up to 11,000,000 lei or 2% of the total annual turnover according to the latest available financial statements approved by the management body, for violations of the provisions of art. 16 16 and 17 of Regulation (EU) No 596/2014 ;; and ((iii) fine from 7,000 lei up to 4,500,000 lei for violations of the provisions of art. 18 18, 19 and 20 of Regulation (EU) No 596/2014 . ((4) In the case of violations provided in art. 30 30 para. ((1) lit. b) of Regulation (EU) No 596/2014 , A.S.F. may apply the following contravention sanctions and administrative measures: a) sanctions and measures provided for in art. 30 30 para. ((2) lit. a), c)-e) and g) of Regulation (EU) No 596/2014 ; the provisions of paragraph ((3) lit. a) the second sentence shall apply accordingly; b) for individuals, warning or fine from 1,000 lei up to 2,000,000 lei; c) for legal entities, warning or fine from 7,000 lei up to 4,000,000 lei. ((5) In case of application of the sanctions provided in ((3) lit. c) section ((i) and (ii) the provisions of art. 30 30 para. ((2) the last subparagraph of Regulation (EU) No 596/2014 it shall apply accordingly. ((6) In making a decision on the type and level of contravention sanctions and administrative measures applied according to this article, the A.S.F. shall take into account all relevant circumstances, in accordance with the provisions of art. 31 31 of Regulation (EU) No 596/2014 . ((7) A.S.F. publishes any decision imposing a contravention sanction or administrative measure applied according to this article, in accordance with the provisions of art. 34 34 of Regulation (EU) No 596/2014 . + Article 133 ((1) The commission of the contraventions provided by this chapter is found by the A.S.F. through the specialized personnel empowered to exercise powers regarding the supervision, investigation and control of compliance with the legal provisions and the regulations applicable to the capital market. If in the exercise of powers of supervision, investigation and control of compliance with the legal provisions and regulations applicable to the capital market, it is found not to comply with one of the legal provisions whose violation is provided as contravention to art. 126, the person concerned shall be granted a period of 5 days from the date of communication of the findings, in which he shall make objections to the infringement committed. ((2) Upon receipt of the verification documents resulting from the authorization, supervision or control activity, according to which it is found to commit one of the contraventions provided by this chapter, by way of derogation from the provisions art. 15 15 para. (1) of Government Ordinance no. 2/2001 , A.S.F. has, by individual decision, the application of appropriate sanctions. ((3) The sanctioning decision referred to in par. (2) must include the following elements: the identification data of the offender, the date of the act, the description of the contravention deed and the circumstances that may be considered to individualize the sanction, indication of the legal basis according to which the contravention, the main sanction and possible complementary sanctions and administrative measures applied, the deadline and the method of payment of the fine and the deadline for the exercise of the appeal. ((4) By way of derogation from provisions art. 13 of Government Ordinance no. 2/2001 , the application of the sanction of the contravention fine is prescribed within 3 years from the date of the act. In the case of continuous contraventions, the limitation period of 3 years flows from the date of finding of the deed or from the date of termination of the last act or fact committed, if this moment intervenes before the finding. ((5) When the act was pursued as a crime and it was later established that it constitutes contravention, the prescription of the application of the sanction does not flow throughout the time in which the case was before the research or prosecution bodies or before the court. of judgment, if the complaint was made within the deadline provided in par. ((4). ((6) By way of derogation from provisions art. 13 13 para. (3) of Government Ordinance no. 2/2001 , when the act was pursued as a crime and it was later established that it constitutes a contravention, the prescription of the application of the sanction operates if the sanction was not imposed within 4 years from the date of the commission, namely the finding of the act. ((7) The sanctioning decision referred to in par. (2), as well as the other administrative acts adopted by A.S.F. according to the provisions of this law can be appealed to the Bucharest Court of Appeal-Administrative and Fiscal Litigation Section, according to Law of Administrative Litigation no. 554/2004 , with subsequent amendments and completions. ((8) The provisions of this Chapter shall be duly completed with the provisions Government Ordinance no. 2/2001 , to the extent that this law does not otherwise have it. + Chapter II Criminal liability + Article 134 ((1) Presentation with intent by the board member, administrator, director, general manager, supervisory board member, member of the directorate or legal representative, or, as the case may be, by members of the bodies administrative, management or supervisory of the issuer to holders of securities of inaccurate financial statements or unreal information on the economic conditions of the issuer constitutes a criminal offence and is punishable by imprisonment from 6 months to 5 years and prohibition of some rights. ((2) Misuse of inside information as provided for in art. 116 constitutes a crime and is punishable by imprisonment from one year to 5 years. ((3) Recommendation or determination of another person to participate in practices of misuse of privileged information provided in art. 117 constitutes a crime and is punishable by imprisonment from one year to 5 years. ((4) Illegal disclosure of the privileged information provided in art. 118 and 119 constitute a crime and are punishable by imprisonment from one year to 5 years. ((5) Market manipulation, as provided for in art. 120 constitutes a crime and is punishable by imprisonment from one year to 5 years. + Article 135 ((1) Attempt at the crimes provided in art. 134 134 para. ((2) and (5) shall be punished. ((2) By way of derogation from provisions art. 137 137 of Law no. 286/2009 286/2009 on the Criminal Code , with subsequent amendments and completions, in the case of crimes provided in art. 134 134 para. (2)-(5), legal entities are sanctioned with a fine of 167 lei per day fine up to 275,000 lei per day fine. ((3) Provisions Law no. 253/2013 on the execution of penalties, educational measures and other non-custodial measures ordered by judicial bodies during the criminal proceedings, with subsequent amendments and completions, shall also apply in the case of execution Fine. + Article 136 Implementation of the sentence of the fine provided for in art. 135 135 para. ((2) is carried out in accordance with the provisions Law no. 135/2010 on the Code of Criminal Procedure , with subsequent amendments and completions. + Chapter III Mechanisms for reporting violations in accordance with the provisions of art. 32 the following shall be added: 596/2014 + Article 137 This Chapter provides for rules detailing the procedures laid down in art. 32 32 para. ((1) of Regulation (EU) No 596/2014 ,, including: a) the reporting arrangements and those relating to the activities carried out, including in relation to the measures adopted as a result of the reports; b) measures for the protection of persons working with employment contracts and measures concerning the protection of personal data. + Article 138 For the purposes of this chapter, the following expressions have the following meanings: a) the person carrying out the reporting-a person reporting an effective or potential breach of Regulation (EU) No 596/2014 to the A.S.F.; b) the subject person of the reporting-a person who is accused, by the person carrying out the reporting, that he has committed or intends to commit a violation of Regulation (EU) No 596/2014 ; c) reporting on a violation-a reporting submitted to the A.S.F. by the person carrying out reporting on an effective or potential breach of Regulation (EU) No 596/2014 . + Article 139 ((1) A.S.F. has specialized employees for the management of reporting on violations that are trained in this regard. ((2) Specialized employees have the following tasks: a) provide any interested person with information on infringements reporting procedures; b) receive reports of infringements and carry out activities, including in relation to the adoption of measures, as a result of these infringements; c) keep in touch with the person carrying out the reporting if it has identified itself. + Article 140 ((1) A.S.F. publishes on its website, in a separate section, easy to identify and access, the information regarding the receipt of reports on the violations provided in par. ((2). ((2) The information referred to in paragraph (1) include all of the following: a) communication channels for receiving reports on violations and activities carried out, including in relation to the measures adopted as a result of these violations and for contacting specialized employees in accordance with the provisions of art. 142 142 para. ((1), including: 1. telephone numbers, stating whether, when using these telephone lines, conversations are recorded or unregistered; 2. specific postal and electronic addresses, which are safe and secure, to contact specialized employees; b) the procedures applicable to reporting on infringements referred to in Article 141 141; c) the confidentiality regime applicable to reporting on infringements, in accordance with the procedures applicable to reporting on infringements referred to in art. 141 141; d) the procedures for the protection of persons working under a contract of employment; e) a statement in which it is clearly explained that persons making information available to the A.S.F. in accordance with Regulation (EU) No 596/2014 are not considered guilty of violating any restrictions on disclosure of information imposed by contract or law, regulations or administrative acts and have no liability whatsoever with respect to such disclosure. ((3) A.S.F. can publish on its website more detailed information than those provided in par. ((2) on the receipt of reports of infringements and activities, including in relation to measures taken as a result of these infringements. + Article 141 ((1) Procedures applicable to reporting on infringements referred to in Article 1 140 140 para. ((2) lit. b) clearly indicate all of the following information: a) that reporting on infringements can also be transmitted anonymously; b) the manner in which the A.S.F. may require the reporting person to clarify the reported information or to provide additional information available to that person; c) the type, content and timing of the response to the outcome of the reporting on the breach to which the reporting person can expect after reporting; d) the confidentiality regime applicable to reporting on infringements, including a detailed description of the circumstances in which confidential data of the reporting person may be disclosed according to the provisions of art. 27 27-29 of Regulation (EU) No 596/2014 . ((2) Detailed description referred to in par. ((1) lit. d) ensure that the reporting person is informed of the exceptional cases in which the confidentiality of the data might not be guaranteed, including on cases where disclosure of the data is an obligation necessary and proportionate imposed by European Union law or national law in the context of investigations or subsequent judicial proceedings or to protect the freedoms of other persons, including the person's right of defence subject of reporting, being in each case subject to adequate safeguards provided for in these legislation. + Article 142 ((1) A.S.F. establishes independent and autonomous communication channels, which are safe and ensure confidentiality, for the receipt of reports of violations and for the activities carried out, including the measures adopted following these violations, hereinafter referred to as dedicated communication channels. ((2) Dedicated communication channels shall be considered independent and autonomous, provided that they meet all of the following criteria: a) are separate from the general communication channels of the A.S.F., including those through which the A.S.F. communicates internally and with third parties within its usual business; b) are designed, established and used in a manner that guarantees completeness, integrity and confidentiality of information and prevents the access of unauthorised employees of the A.S.F.; c) allow the sustainable storage of the information, in accordance with the provisions of 143, to allow further investigation. ((3) Dedicated communication channels allow reporting of actual or potential infringements at least in all of the following ways: a) written reporting of infringements, in electronic or paper format; b) oral reporting of infringements via telephone lines, whether registered or unregistered; c) meeting with specialized employees of A.S.F. ((4) A.S.F. provides the information referred to in art. 140 140 para. ((2) the person carrying out the reporting before receiving the reporting on the infringement or, at the latest, upon receipt thereof. ((5) A.S.F. shall ensure that a reporting on a breach received by means other than the dedicated communication channels referred to in this article is immediately transmitted, without modification, to the specialized employees of the A.S.F., using the channels of dedicated communication. + Article 143 ((1) A.S.F. keeps track of every reporting on a breach received. ((2) A.S.F. confirms without delay the receipt of written reports of violations to the postal or electronic address indicated by the reporting person, unless the reporting person explicitly requests to no acknowledgement of receipt is sent to him or the A.S.F. reasonably considers that sending a confirmation of receipt of a written report would jeopardise the protection of the identity of the reporting person. ((3) If a registered telephone line is used for reporting violations, the A.S.F. has the right to document oral reporting in the form of: a) an audio recording of the conversation in a sustainable and accessible form; or b) a full and accurate transcript of the conversation, prepared by the specialized employees of A.S.F. In cases where the reporting person has revealed his identity, the A.S.F. gives him the opportunity to verify, rectify and express his agreement on the transcript of the conversation, by signing it. ((4) If an unregistered telephone line is used for reporting violations, the A.S.F. has the right to document oral reporting in the form of an exact minutes of the conversation, prepared by the specialized employees of A.S.F. In cases where the person carrying out the reporting has revealed his identity, the A.S.F. gives him the opportunity to verify, rectify and express his agreement on the minutes of the conversation, by signing it. ((5) If a person requests a meeting with specialized employees of A.S.F. for reporting a violation in accordance with the provisions of art. 142 142 para. ((3) lit. c), A.S.F. ensures that a complete and accurate record of the meeting is preserved in a sustainable and accessible form. A.S.F. has the right to document the record of the meeting in the form: a) an audio recording of the conversation in a sustainable and accessible form; or b) an exact minutes of the meeting, prepared by the specialized employees of A.S.F. In cases where the person carrying out the reporting has revealed his identity, the A.S.F. gives him the opportunity to verify, rectify and express his agreement on the minutes of the meeting, by signing it. + Article 144 ((1) Establish procedures to ensure effective exchange of information and cooperation between the A.S.F. and any other relevant authority involved in the protection of persons working under a contract of employment and reporting violations of Regulation (EU) No 596/2014 to the A.S.F. or which are accused of such violations against retaliation, discrimination or other types of unfair treatment, which occur due to or in connection with the reporting of violations Regulation (EU) No 596/2014 596/2014, is based on bilateral protocols concluded between the A.S.F. and those authorities. ((2) The procedures provided in par. (1) ensure at least the following: a) persons carrying out the reporting have access to complete information and advice relating to the available avenues of action and procedures provided for in national law to protect them against unfair treatments, including solicitation of monetary compensation; b) persons performing the reporting shall receive effective assistance from the A.S.F. before any relevant authority involved in their protection against unfair treatments, including through certification, in labour disputes, of the situation by the whistleblower of the reporting person. + Article 145 ((1) A.S.F. keeps the records referred to in art. 143 143 in a confidential and secure database. ((2) Access to the database referred to in par. (1) is subject to restrictions that ensure that the data stored in it is available only to A.S.F. employees who need access to the respective data in order to fulfill their professional obligations. + Article 146 ((1) A.S.F. shall adopt appropriate procedures for the transmission of personal data of the reporting person and the subject person of the reporting within and outside the competent authority. ((2) The transmission of data related to the reporting of an infringement within or outside the A.S.F. is done without revealing, directly or indirectly, the identity of the person carrying out the reporting or the subject person of the reporting or without being made any other references to circumstances that would allow the deduction of the identity of the reporting person or the subject person of the reporting, unless such transmission complies with the confidentiality regime mentioned in art. 141 141 para. ((1) lit. d). + Article 147 ((1) If the identity of the subject persons of the reporting is not publicly known, their identity shall be protected at least in the same manner as in the case of persons under investigation by the A.S.F. ((2) Procedures provided for in art. 145 also applies to protect the identity of the subject persons of reporting. + Article 148 A.S.F. reviews the procedures regarding the receipt of reports of violations and activities carried out, including the measures adopted as a result of these violations at regular intervals and at least every 2 years. When reviewing these procedures, the A.S.F. takes into account its own experience, as well as that of other competent authorities provided for in art. 22 22 of Regulation (EU) No 596/2014 and adapt their procedures accordingly, as well as according to market developments and technological developments. + Article 149 ((1) A.S.F. issues regulations on mechanisms for reporting violations of provisions Regulation (EU) No 596/2014 . ((2) The processing of personal data carried out under this law by the authorities shall be carried out in compliance with the provisions 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 completions. + Title VII Transitional and final provisions + Article 150 ((1) The provisions of this law relating to market abuse referring to SOTs, emission allowances or auctioned products on their basis shall apply to SOTs, emission allowances or auctioned products on their basis, from the date of of January 3, 2018. ((2) Art. 101 101-107 relating to SOTs shall apply from 3 January 2018. + Article 151 A.S.F. issues regulations in the application of this law within 12 months of its entry into force. + Article 152 Terms and expressions used in the contents Law no. 297/2004 on the capital market, with subsequent amendments and completions, the definition of which is repealed according to the provisions of art. 155 155 para. (1), have the meaning provided in art. 2 2 para. ((1). + Article 153 The annual financial reports provided for by this Law will be drawn up in a single electronic reporting format subsequent to the issuance by ESMA of regulatory technical standards in this regard, but not earlier than January 1, 2020. + Article 154 On the date of entry into force of this Law, Law no. 297/2004 on the capital market, published in the Official Gazette of Romania, Part I, no. 571 of 29 June 2004, as amended and supplemented, shall be amended and supplemented as follows: 1. La Article 1, after paragraph 3 ^ 1 a new paragraph (3 ^ 2) is inserted, with the following contents: ((3 ^ 2) A.S.F. is the competent authority in the sense: a) art. 11 11 of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving the settlement of securities in the European Union and on central securities depositories and amending Directives 98 /26/EC and 2014 2014 /65/EU and a Regulation (EU) No 236/2012 ,, published in the Official Journal of the European Union, L series, no. 257 257 of 28 August 2014, as amended, hereinafter referred to as Regulation (EU) No 909/2014 909/2014; b) art. 4 4 section 8 8 of Regulation (EU) No 1.286/2014 of the European Parliament and of the Council of 26 November 2014 on documents with essential information on structured and insurance-based individual investment products (PRIIPs), published in the Official Journal of the European Union, Series L, no. 352 352 of 9 December 2014, hereinafter referred to as Regulation (EU) No 1.286/2014 1.286/2014. 2. La Article 2 (1), after point 37 insert a new point, paragraph 38, with the following contents: 38. Individual investment product structured and based on insurance or PRIIP-the product defined in art. 4 4 section 3 3 of Regulation (EU) No 1.286/2014 . 3. La Article 272 (1) to (h) , point 2 is amended and shall read as follows: 2. non-compliance with the provisions on regulations issued by market operators provided for in 134 134 para. ((1) and (2) and in art. 141 141; 4. After Article 272 two new articles are introduced, Articles 272 ^ 1 and 272 ^ 2, with the following contents: + Article 272 ^ 1 ((1) It constitutes contraventions, insofar as they are not committed under such conditions as to be considered according to the criminal law offences, the acts committed by the central depository, the individuals responsible having the quality of members of boards of directors, directors or, where appropriate, members of the supervisory board and members of the directorate, respectively representative of its internal control department, risk manager in relation to: a) obtaining the authorisations provided in art. 16 16 and 54 of Regulation (EU) No 909/2014 by false statements or by any other illicit means, as provided for in art. 20 20 para. ((1) lit. b) and art. 57 57 para. ((1) lit. b) of Regulation (EU) No 909/2014 909/2014; b) non-possession by the central depository of the necessary capital, in accordance with the provisions of art. 47 47 para. ((1) of Regulation (EU) No 909/2014 ; c) non-compliance by the central depository of the organizational requirements, provided in art. 26 26-30 of Regulation (EU) No 909/2014 ; d) non-compliance by the central depository of the rules of conduct, provided for in art. 32 32-35 of Regulation (EU) No 909/2014 ; e) non-compliance by the central depository with the requirements applicable to the services specific to the central depository provided in art. 37 37-41 of Regulation (EU) No 909/2014 ; f) non-compliance by the central depository with the prudential requirements laid down in art. 43 43-47 of Regulation (EU) No 909/2014 ; g) non-compliance by the central depository with the requirements applicable to the connections between the central depositories referred to in art. 48 48 of Regulation (EU) No 909/2014 ; h) the abusive refusal of the central depository to grant various types of access, in violation of the provisions of art. 49 49-53 of Regulation (EU) No 909/2014 ; i) non-compliance by the designated credit institutions with the specific prudential requirements related to the credit risks referred to in art. 59 59 para. ((3) of Regulation (EU) No 909/2014 ; j) non-compliance by the designated credit institutions with the specific prudential requirements related to liquidity risks, provided in art. 59 59 para. ((4) of Regulation (EU) No 909/2014 . ((2) By way of derogation from provisions art. 8 8 para. (2) of Government Ordinance no. 2/2001 on the legal regime of contraventions, approved with amendments and additions by Law no. 180/2002 , with subsequent amendments and completions, A.S.F., as the competent authority for the central depository, may apply sanctions and/or order administrative measures in accordance with the provisions of art. 63 63 para. ((2) of Regulation (EU) No 909/2014 for the violations provided in par. ((1): a) a public statement indicating the person responsible for the infringement and the nature of the infringement, in accordance with art. 62 62 of Regulation (EU) No 909/2014 ; b) a decision requiring the person responsible for the infringement to put an end to that behaviour and to refrain from repeating it; c) withdrawal of authorisations granted pursuant to art. 16 16 or 54 of Regulation (EU) No 909/2014 ,, in accordance with art. 20 20 or 57 of Regulation (EU) No 909/2014 909/2014, where applicable; d) sanctioning any member of the management body of the central depository or any other natural person deemed responsible for the temporary prohibition or, in the event of repeated serious infringements, the permanent prohibition of the exercise management positions in the central depository; e) fines in the amount up to two times the amount of the profit obtained as a result of a breach, where that amount can be determined; f) in the case of individuals, fines from 1,000 lei to 22,150,000 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 management body; if the person legal is a parent company or a subsidiary of the parent company which must draw up consolidated financial accounts in accordance with the accounting regulations in force, the total annual turnover applicable is the total annual turnover or the corresponding type of income, according to the relevant legal provisions, based on available accounts of consolidated accounts approved by the management body of the parent company. ((3) Reporting to the A.S.F. of potential or actual violations of the Regulation (EU) No 909/2014 is carried out in accordance with the regulations issued by A.S.F. ((4) A.S.F. establishes, for the reporting of violations established in par. (3), effective mechanisms including at least the following: a) specific procedures for receiving and investigating reports of potential or actual infringements and measures taken in response to them, including the establishment of safe communication channels for such reports; b) adequate protection for employees of entities reporting potential or actual infringements committed within the entity, at least against retaliation, discrimination or other unfair treatment; c) the protection of personal data of the person reporting the potential or actual violations, as well as of the individual suspected of being responsible for a breach, in accordance with the principles set out 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 amendments and completions; d) the protection of the identity of both the person reporting the violations and the natural person suspected of being responsible for the breach, at all stages of the proceedings, unless the national law requires the disclosure of the identity its, in the context of investigations or subsequent judicial proceedings. ((5) The central depository and participants in the central depository system shall have appropriate procedures for the reporting by employees of actual or potential infringements, internally, by means of a specific, independent and autonomously. + Article 272 ^ 2 ((1) It constitutes contraventions non-compliance with 5 5 para. ((1), art. 6 6 and 7, art. 8 8 para. ((1)-(3), art. 9 9, art. 10 10 para. ((1), art. 13 13 para. ((1), (3) and (4), as well as of art. 14 14 and art. 19 19 of Regulation (EU) No 1.286/2014 . ((2) By way of derogation from provisions art. 8 8 para. (2) of Government Ordinance no. 2/2001 , approved with amendments and additions by Law no. 180/2002 , with subsequent amendments and completions, in case of committing the contraventions provided in par. ((1), the A.S.F. may apply sanctions and/or order administrative measures, as follows: a) prohibition of trading of a PRIIP b) suspension of trading of a PRIIP c) a public warning indicating the person responsible and the nature of the infringement d) prohibition of providing a document with essential information that does not comply with the requirements of art. 6 6-8 or 10, as applicable, of Regulation (EU) No 1.286/2014 and requiring the publication of a new version of a document with essential information; e) Fine: ((i) in the amount from 10,000 lei up to 22,450,000 lei or up to 3% of the total annual turnover of that entity, according to the latest available financial statements approved by the management body or by double the profits obtained or the losses avoided as a result of infringement, for legal persons; ((ii) in the amount from 1,000 lei to 3,150,000 lei or double the profits obtained or losses avoided as a result of the violation, for individuals. ((3) If the entity referred to in paragraph 1. ((2) lit. e) section ((i) is a parent company or subsidiary of the parent company, which has the obligation to draw up consolidated financial accounts in accordance with the accounting regulations in force, the relevant total annual turnover is the total annual turnover or the corresponding type of income in accordance with the applicable accounting regulations, as evidenced by the last available consolidated accounts approved by the statutory body of the parent company. 5. La Article 273 (1), introductory parts of letters a) and b) are amended and shall read as follows: a) in case of contraventions provided in art. 272 272 para. ((1) lit. a)-f), lit. h), i), lit. j) section 1 1-9 and 11-17, lit. k) section 2 2 and 3 and in par. ((2) lit. e), h), i), k) and l): ................................................................................................. b) in case of contraventions provided in art. 272 272 para. ((1) lit. j) section 10 10, lit. k) section 1 and para. ((2) lit. a), b), f) and j): 6. Article 273 ^ 1 is amended and will read as follows: + Article 273 ^ 1 Conduct without authorization of any activities or operations for which this Law and Regulation (EU) no. 909/2014 ask for authorization constitutes a crime and is sanctioned according to the criminal law, except for the activities and investment services provided in art. 5 5 para. (1) carried out by S.S.I.F. and credit institutions, in which case the provisions of art. 273 273 para. ((1) lit. a). + Article 155 ((1) On the date of entry into force of this Law, art. 2 2 para. ((1) pt. 1 ,, 4, 6, 6 ^ 1, 9, 9 ^ 1, 10, 11, 12, 13, 14, 15, 17, 18, 19, 21, 23, 25, 26, 27, 33, 34 and 36, art. 146 146 para. ((5 ^ 1) , Title V 'Operations on the market', comprising art. 173 - 208 , Title VI 'Issuer', comprising art. 209 -243 ^ 1, Title VII 'Abuse on the market', comprising art. 244 -257 -257, art. 262 262 and art. 272 272 para. ((1) lit. g )), art. 272 272 para. ((2) lit. c) and d), art. 273 273 para. ((1) lit. c) , art. 273 273 ^ 2 and art. 279 lit. b) of Law no. 297/2004 , as amended and supplemented, shall be repealed. ((2) Regulations on issuers of financial instruments and market operations issued by A.S.F. until the entry into force of this law remain in force until the adoption of the new regulations issued under it, except for the provisions of Contrary. ((3) On the date provided in art. 69 69 para. ((2) of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving the settlement of securities in the European Union and on central securities depositories and amending Directives 98 /26/EC and 2014 2014 /65/EU and a Regulation (EU) No 236/2012 ,, published in the Official Journal of the European Union, L series, no. 257 of August 28, 2014, as amended, the provisions of art. 146 146 para. ((2), art. 148 148, art. 151 151 para. ((1) and (2) of Law no. 297/2004 , with subsequent amendments and completions shall be repealed. + Article 156 Art. 154 154 section 4 enters into force on the date provided for in art. 69 69 para. ((2) of Regulation (EU) No 909/2014 . This law transposes provisions of the following acts of the European Union, as follows: 1. art. 11, 18, 42, 43 para. ((1), (2), (4) and (6), art. 44, 45, 46 para. ((1), art. 47 47, art. 48 48 para. ((1)-(3) and (5), art. 49 49 para. ((1), art. 52, 53, art. 54 54 para. ((1), art. 55, 56, art. 58 58 para. ((1), (2) and (4), art. 59 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 the official listing of a stock exchange and the information to be published on these securities, published in the Official Journal of the European Union European Communities (JOCE), L series, no. 184 184 of 6 July 2001; 2. art. 1 1 para. ((2), art. 2 2 para. ((1) lit. b)-e), h), i), k), m) and s), art. 3 3 para. ((1), (2) paragraphs 1 and 2, art. 4 4 para. ((1) lit. a)-e) and para. ((2), art. 5 5 para. ((1), (2) paragraphs 1 to 3 and para. ((3), art. 6 6 para. ((1), art. 7 7 para. ((2), art. 8 8 para. ((1), art. 9 9 para. ((1) and (4), art. 11 11 para. ((1) and (2), art. 12 12 para. ((1) and (2), art. 13 13 para. ((1), (2) paragraphs 1 and 2, para. ((3) and (4), art. 14 14 para. ((1)-(3) and (7), art. 15 15 para. ((1)-(3), (5) and (6), art. 16 16 para. ((1) and (2), art. 17 17 para. ((1), art. 18 18 para. ((1), art. 19 19 para. ((1), art. 21 21 para. ((1), (3) lit. a)-i) and para. ((4) lit. a)-d) and Annex no. 1 1 of Directive 2003 /71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published in the case of a public offering of securities or for the admission of securities to trading and amending Directive 2001 /34/EC ,, published in the Official Journal of the European Union (JOUE), L series, no. 345 345 of 31 December 2003; 3. art. 1 1, art. 2 2 para. ((1) lit. a)-c), f) and g) and para. ((2), art. 4 4 para. (5) last sentence, art. 5 5 para. ((1)-(3) and (4) paragraphs 1 and 2, art. 6 6 para. ((1)-(3) and (5), art. 7 7 para. ((1), art. 8, 9 para. ((2) paragraph 2, para. ((3), (4), (5) paragraph 1 and para. ((6), art. 11 11 para. ((2)-(7), art. 12 12 para. ((2), art. 13 lit. a)-c), art. 15 15 para. ((2), (3) paragraph 2, para. ((4) and (5) and art. 16 16 para. ((1) and (2) of Directive 2004 /25/EC of the European Parliament and of the Council of 21 April 2004 on public procurement offers, published in the Official Journal of the European Union (JOUE), L series, no. 142 142 of 30 April 2004; 4. art. 1 1 para. ((1), art. 2 2 para. ((1) lit. a), b), d), e), f), g), h), j), k), l), m), o), p), q) and para. ((2), art. 4 4 para. ((1)-(4), art. 5 5 para. ((1)-(3) and (5), art. 6, 8 para. ((1) and (4), art. 9 9 para. ((1), (2), (4), (6) and (6a), art. 10, 11, art. 12 12 para. ((1)-(6), art. 13 13 para. ((1), (1a) paragraph 1, para. ((1b) and (4), art. 13a, art. 14 14 para. ((1), art. 15, 16, art. 17 17 para. ((1)-(3), art. 18 18 para. ((1)-(4), art. 19 19 para. ((1) and (3), art. 20 20, art. 21 21 para. ((1) sentence 1 and para. ((2), art. 21a para. ((2) and (3), art. 24 24 para. ((1), (4), (4a), (4b) and (6), art. 25 25, 26, 28a, art. 28b para. ((1) and (2), art. 28c and 29 of Directive 2004 /109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency obligations with regard to information on issuers whose securities are admitted to trading on a regulated market and amending the Directive 2001 /34/EC ,, published in the Official Journal of the European Union (JOUE), L series, no. 390 390 of 31 December 2004; 5. art. 5 5 para. ((1) paragraph 3, art. 6 6 para. (1) paragraphs 1 and 3, para. ((2)-(4), art. 7 7 para. ((3) sentence 3 and para. ((4), art. 8 8 para. (1) the first sentence, art. 10 10 para. ((3) paragraph 2, art. 11 11 para. ((1) the first sentence and art. 12 the first sentence of Directive 2007 /36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain shareholder rights in the listed companies published in the Official Journal of the European Union (JOUE), L series, no. 184 184 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 obligations with regard 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 in the case of a public offering of securities or for the admission of securities to trading and Directive 2007 /14/EC of the Commission laying down detailed rules for the application of certain provisions of Directive 2004 /109/EC, published in the Official Journal of the European Union (JOUE), L series, no. 294 294 of 6 November 2013; 7. Directive 2014 /57/EU of the European Parliament and of the Council of 16 April 2014 on criminal penalties for market abuse, published in the Official Journal of the European Union (JOUE), L series, no. 173 173 of 12 June 2014; 8. Implementing Directive (EU) 2015/2.392 of the Commission of 17 December 2015 on 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 infringements of this Regulation, published in the Official Journal of the European Union (JOUE), L series, no. 332 332 of 18 December 2015. This law was adopted by the Romanian Parliament, in compliance with the provisions art. 75 and ale art. 76 76 para. ((1) of the Romanian Constitution , republished.
CHAMBER OF DEPUTIES PRESIDENT
NICOLAE-LIVIU DRAGNEA
SENATE PRESIDENT
CĂLIN-CONSTANTIN-ANTON POPESCU-TARICEANU
Bucharest, March 21, 2017. No. 24. ----