Article16. Bonds: Due Date

Article16.
Bonds
(1)A financial certificate of loan which certifies that the bondholder is entitled to receive from the issuer
its nominal value or nominal value and afferent interest in the amount and within the deadline set by
the decision on bond issue shall be deemed a bond.
(2) Bondholders shall act as company creditors.
(3) Bondholders shall have a preemptive right versus the shareholders to a portion of company profit in
the form of interest or other income.
(4) The company bond shall have a nominal value divisible by 100 lei. The term of bond
circulation shall be no less than one year.
(5) The company is authorized to place bonds of various classes, including convertible bonds which
entitle the bondholders to exchange bonds into company shares. Convertible bonds issue shall be
concluded by the general meeting of the shareholders decision, and other bonds issue can be concluded
by the company Board.
(6)The company is entitled to place only insured bonds by its own pledged assets and /or third parties
assets, and/or with bank guarantee, and/or guarantee, and/or insurance policy, except cases stipulated
in Law on securities market. Decision on the insured bond issue shall contain information on the pledged
assets or full name of the underwriter or guarantor loan of the bond issue in question and information
of its bonds.
7) Bonds shall be paid for only by cash.
(8) Bonds shall not be placed for the purpose of raising, replenishing or augmenting the statutory capital
of the company.
(9) The nominal value of all placed bonds of the company shall not exceed the amount of its statutory
capital.
(10) The company shall be entitled to purchase or repurchase its own bonds only for the purpose
of redeeming them. Company shall purchase and repurchase bonds till the expiration period of
which bonds were issued or at the end of respective period, in accordance with the issuance
decision.
(11)Bondholder shall be entitled to require the company to repurchase the placed bonds before due
date in case that the issuer do not respect the payment term of the afferent interests.
Article 17. Registry of the Company Security Holders

(1) The company is obliged to ensure the maintenance of registry of security holders in the manner set
forth in this Law and legislation on securities till the raying of company securities from the State registry
of securities.
(2) Registry of the company security holders (share registry, bondholders registry and registry of other
security holders) shall contain:
a) basic information on the company issuing the securities;
b) balance sheet of the company securities;
c) personal accounts of persons registered in the registry (owners or nominee holders of the company
securities) with a class and number of securities they hold, their purchase price and encumbrance of
rights to the securities;
d) entry on the transfer of ownership rights to the company securities; and
e) other entries and documents stipulated in the legislation on securities.
(3) Registry of security holders can be maintained by the company itself and by a registrar under an
agreement on the registry maintenance.
(4) Agreement on securities registry maintenance may not be concluded with affiliated persons of the
company, its management or auditing organization.
(5) If the number of persons registered in the registry of security holders exceeds 50 the company shall
delegate the registry maintenance to a registrar. In the event of failure to meet the requirement the
company is obliged to sign an agreement with the registrar appointed by the National Commission of
Financial Market.
(6) The company is obliged to submit to the registrar the documents required for securities registry
maintenance in the manner and within the deadline set forth in the legislation on securities and
agreement on the registry maintenance.
(7) Prior to termination of the agreement on securities registry maintenance the company shall be
prohibited from delegating the registry maintenance to another party or to maintain it itself.
(8) The registrar must notify the company of all the changes in the registry of security holders, provide
to the company lists of persons registered in the registry, check the securities balance sheet against that
of the company on a monthly basis, and to perform other duties stipulated in this law, securities
legislation and the agreement.
(9) The share balance sheet of the company shall be drawn up for each class and the aggregate, thus
that the number of shares being in circulation and the number of treasury bills shall equal the number of
placed shares.
(10) The registrar is prohibited from conducting transactions in securities of the issuing company with
which it signed an agreement on the maintenance of registry of security holders and to delegate the
obligations execution of this agreement to other persons.
(11) A person which maintains the registry of security holders shall be held liable for the losses caused to
the owner or a nominee holder of securities in the event of failure to meet the deadline for making an
entry in the registry, avoidance or unmotivated refusal to make an entry in the registry, or to issue
extracts from the registry, making mistakes in the registry maintenance, and in other cases stipulated in
the legislation.
(12) The company which signed an agreement with the registrar shall not be released from the liability
for maintenance of the registry of the company security holders.
(13) Illegal acts of the person who maintains the registry of the company security holders may be
contested in the management bodies of the company and/or in the National Commission of Financial
Market and/or attacked in justice.
Article 18. Making Entries in the Registry of Security Holders
(1) An entry in the registry of the company security holders shall be made at the request of the
company, buyer, owner, its representative, or a nominee holder of securities within three days from the
day of submitting all the documents stipulated in the Law on securities market and National Commission
of Financial Market normative acts concerning the activity of maintaining the registry.
(2) Buyer of securities shall be given the ownership rights in them from the moment of making an
appropriate entry in the registry of security holders of the company or in the records of the nominee of
securities in the manner established in the legislation.
(3) In the event of refusal to make an entry in the registry of security holders, a person that maintains it
is obliged to send to an applicant a motivated notice thereon in writing within the deadline set in
paragraph (1).
(4) The registrar and the company shall not be liable for losses caused to the registered persons in the
registry of security holders due to a failure to disclose by the registered persons of the information on
any changes in the data previously entered in the registry of security holders of the company.
5)The made entry in the registry of the company security holders represent a reason to issue to the
owners or nominee holders of securities extracts from the registry of shareholders, registry of
bondholders or registry of other security holders of the company.

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Article 17. Registry of the Company Security Holders

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