RIGHTS AND DUTIES OF SHAREHOLDERS

Article 24. Shareholders

(1) A person which became an owner of at least one or more company shares in the manner set forth in
this law and other legal acts shall be deemed a shareholder.
(2) If several persons own one and the same share they all shall be considered one shareholder
with respect to the company and they can exercise their rights through a unique representative.
(3) Shareholders shall not be liable for company obligations and shall be liable for risk of losses
in the limit of shares value which they own.
(4) With regard to assets which the company own with ownership right the shareholder is
rightful holder liability set forth in this law and company Charter.
(5) Individuals and legal entities of the Republic of Moldova, other countries, persons without
citizenship, and other foreign countries and international organizations can be shareholders.
(6) Public authorities are entitled to be company shareholders only in cases stipulated in the legislation.
The above authorities shall exercise their rights and bear the responsibility of shareholders as set forth
in this law, other legislative acts and the company charter.
  
Article 25. Rights of Shareholders
(1) The shareholder is entitled to:
a) participate in the general meetings of shareholders, elect and be elected in the company
management;
b) get conversant with materials for the agenda of the general meeting of shareholders;
c) have access to and make copies of the company documents stipulated in this law, the charter and by-
laws of the company;
d) receive declared dividend according to the class and proportionally to the number of owned shares;
e) alienate owned shares, put them in pledge or transfer them into a fiduciary management;
f) require redemption of owned shares in cases stipulated in this Law;
g) receive a portion of the company assets remaining after its liquidation;
h) exercise other rights stipulated in this Law or the company Charter.
(2) A shareholder that owns non-voting shares shall be entitled to participate in discussion of agenda of
the general meeting of shareholders.
(3) Shareholders which own non-voting shares shall be entitled to vote at the general meeting of
shareholders in the event of issuing decisions on some or all issues of the agenda in cases stipulated in
this Law or the company charter.
(4) Voting right provided by a voting share may not be restricted provided if this Law and other legal acts
do not say otherwise.
(5) The shareholder shall be entitled to delegate the exercise of his/her rights to a representative
or a nominee by proxy or under an agreement.
(6) A shareholder representative can be any person, if this law or other legislative acts do not say
otherwise.
(7) The state can have only one representative of a company.
(8) Company officers except for members of the company Board may not be shareholder
representatives.
(9) A shareholder shall be entitled at any time to replace its representative or a nominee holder or to
terminate its powers provided if the legislative acts, agreement or administrative act do not say
otherwise.
(11) The rights of shareholders given by shares of a given class can be changed only at the decision of
the general meeting of shareholders. This decision is valid only in event of existence of a separate
decision of shareholders which own shares of a given class, made by vote of a shareholders number
which shall represent no less than 3/4 of these shares.
(12) A shareholder employed in the company shall have no preemptive rights with regard to other
shareholders. An employee of the company that owns its shares shall have no preemptive right with
regard to other employees of the company.
(13) A shareholder shall be prohibited to require repurchase by the company of its shares except for
cases stipulated in this Law, other legislative acts or the company Charter.
(14) A shareholder shall be prohibited to act on behalf or on bail, or under the guarantee of the
company without special powers.

Article 26. Additional Rights of Shareholders

(1) Shareholders which own in the aggregate no less than 5 per cent of the company voting shares, in
addition to rights stipulated in Article 25, in the manner stipulated in this Law, other legislative acts and
the company Charter shall be entitled to:
a) include issues in the agenda of the annual general meeting of shareholders;
b) propose candidatures to the company board and the company auditing commission;
d) require an extraordinary meeting of the company Board.
(2) Shareholders which own in the aggregate no less than 10 per cent of the company voting shares, in
addition to rights, stipulated in paragraph (1), in the manner stipulated in this law, other legislative acts
and the company charter shall be entitled to:
a) request that a placement price of the company shares be established in view of the findings of the
auditing or another specialized organization which is not company affiliated person;
b) request extraordinary inspections of financial and economic activities of the company be held;
c) address court with a claim for reimbursement of damage caused to the company by the officers due
to their intentional or grave provisions violation of this law or other legislative acts.
(3) The shareholders which own in the aggregate no less than 25 per cent of the company voting shares,
in addition to rights stipulated in paragraphs (1) and (2) can require an extraordinary generally meeting
of shareholders in the manner stipulated in this law and the company Charter.
(4) The company Charter can provide for other additional rights for the shareholders stipulated in
paragraphs (1)-(3).  

Article 27. Preemptive Right of Shareholders on Additional Issues

1) A shareholder who owns voting shares or other company securities convertible into voting shares
shall have a preemptive right with regard to voting shares which are placed on other company securities
which may be converted into voting shares. The manner of exercising this right shall be stipulated in the
securities legislation, the company Charter and decision on the issue of shares.
2) Preemptive right can not be limited or withdrawn. The preemptive right on shares placed by public
offer extends on a period no less than 30 days following the placement.

Article 28. Protection of Rights and Lawful Interests of Shareholders

(1) Protection of rights and lawful interests of shareholders shall be ensured by this Law, legislation on
securities and other legal acts.
(2) For the purpose of protection of their rights and lawful interests, the shareholders shall be
authorized to address the management bodies of the company, the National Commission of Financial
Market and/or court in the manner established in the legislation.
(3) The company shall review the shareholders’ complains and proposals within a month from a day of
their receipt and give an essential response thereon.  
Article 29. Obligations of Shareholders
(1) A shareholder is obliged to:
a) inform the person which maintains the share registry on any changes in his/her data entered in the
registry;
b) in writing inform the company, the National Commission of Financial Market and the National Agency
for Protection of Competition on purchase of the company shares in a quantity in excess of the limit set
in this law or legislation on securities or other legislation;
c) fulfill other obligations stipulated in this Law and other legal acts.
(2) Shareholders which are company officers in writing shall inform the company and the National
Commission of Financial Market of all its transactions in the company shares, in the manner established
by the securities legislation.
(3) If as a result of a failure to meet or improper fulfillment of requirements stipulated in paragraphs (1)
and (2) damage was caused to the company, the shareholder shall be liable to the company in the
amount of damage caused.