REGULATION NO.

32/2006 REGARDING FINANCIAL INVESTMENT SERVICES

TABLE OF CONTENTS TITLE I – General provisions TITLE II – Investment intermediaries Chapter I – Investment firms Section 1 – Procedures to grant and withdraw authorisation Section 2 – Changes in the organisation and functioning of S.S.I.F.s Section 3 – Investment agents and tied agents of S.S.I.F.s Chapter II – Credit institutions Chapter III – Traders Chapter IV – Investment advisors Section 1 – Procedures to grant and withdraw authorisation Section 2 – Rules of conduct for investment advisors Section 3 – Supervision of investment advisors Chapter V – Cross-border operations Section 1 – Investment services and activities undertaken by S.S.I.F.s within the territory of other Member States Section 2 – Investment services and activities provided within the territory of Romania by investment firms of other Member States Section 3 – Branches of intermediaries within non-Member States Title III – Organisational requirements and rules of conduct Chapter I – Organisational requirements Section 1 – General provisions Section 2 – Compliance Section 3 – Risk assessment and management Section 4 – Internal audit Section 5 – Senior managers Section 6 – Outsourcing of investment services and/or activities Chapter II – Operational requirements Section 1 – Personal transactions Section 2 – Safekeeping client assets Section 3 – Conflicts of interest

Section 4 – Investment research Section 5 – Inducements Chapter III – Documents, information and reports in connection to clients and potential clients Section 1 – General provisions Section 2 – Information on financial instruments Section 3 – Information on safekeeping client assets Section 4 – Information on costs and associated charges Section 5 – Reporting obligations in respect of client order execution Section 6 – Reporting obligations in respect of portfolio management Section 7 – Reporting obligations in respect of client assets Section 8 – Marketing rules Chapter IV – Assessment of clients and suitability of the investment service provided Chapter V – Rules regarding order execution Chapter VI – Client order handling rules Chapter VII – Eligible counterparties Chapter VIII – Requirements on the transparency and integrity of financial instrument operations Section 1 – Obligations to uphold integrity of markets, report transactions and maintain records Section 2 – Obligations of S.S.I.F.s which act as systematic internalisers Section 3 – Obligations of S.S.I.F.s in respect of post-trading disclosure Section 4 – Illegal practices and suspicious transaction notices TITLE IV – Distance contracts and internet transactions Chapter I – Minimum content and requirements in respect of distance contracts concluded between S.S.I.F.s and investors Chapter II – Internet trading TITLE V – Margin trading. Lending and borrowing securities Chapter I – General provisions Chapter II – Margin trading in securities Chapter III – Short sales of securities Chapter IV – Securities lending Chapter V – Derivatives trading Title VI – Co-operation between C.N.V.M. and competent authorities in Member and non-Member States

Chapter I – Co-operation with competent authorities in Member States Chapter II – Co-operation with competent authorities in non-Member States Title VII – Sanctions Title VIII – Transitional and final provisions

. abbreviations and expressions used in this regulation bear the meaning laid down in Law no. in respect of one or more transactions relating to financial instruments.F. j) investment advice – the provision of personal recommendation to a client. hereinafter referred to as Law no. by exercising the prerogatives set out in its statute.I. based on an employment. provides investment services exclusively on behalf of the investment firm which employs him.N. on whose behalf it acts. receives and transmits instructions or orders from the client in respect of investment services or financial instruments. Art. either upon its request or at the initiative of the investment firm.V. b) tied agent .F.S.managing portfolios in accordance with mandates given by clients on a discretionary client-by-client basis where such portfolios include one or more financial instruments. e) distribution channel . places financial instruments and/or provides advice to clients or prospective clients in respect of those financial instruments or services.a relevant person who produces the substance of investment research. hereinafter referred to as C. f) client – any natural or legal person to whom an S.I. 8. with the subsequent amendments.the person or persons who effectively direct the business of the investment firm as referred to in art. promotes investment and/or ancillary services to clients or prospective clients. 1 (1) This regulation shall set out the rules and the procedures for the enforcement of Law no.an investment agent who. h) retail client – the client who is not a professional client. 6 paragraph (3) sub-paragraph a). 297/2004. under the full and unconditional responsibility of only one S. publicly available. b) point 1 and subparagraph c). or is likely to become. 297/2004. “likely to become publicly available” shall mean information to which a large number of persons have access. under the full and unconditional responsibility of only one investment firm. provides investment and/or ancillary services. i) senior management . the terms and expressions below bear the following meanings: a) portfolio management . g) professional client – any client meeting the criteria laid down in Annex no. mandate or agent contract. c)investment agent – a natural person who. (2) The National Securities Commission. 2 (1) The terms.M. (2) To the purposes of this regulation. d) financial analyst . is the authority in charge with applying the provisions of this regulation.S.TITLE I – General provisions Art. with respect to investment services. 297/2004 on the capital market.a channel through which information is.

Single Registration Code (SRC) or its equivalent in the case of foreign legal persons and the IBAN code. point 6 of Government Emergency Ordinance no. for legal persons: name. country). which. n) execution of orders on behalf of clients – acting to conclude agreements to buy or sell one or more financial instruments on behalf of clients. management or supervisory bodies of an undertaking and of one or more other undertakings consist for the major part of the same persons in office during the financial year and until the consolidated accounts are drawn up. frequent and systematic basis. ii) a dependent child or stepchild of the relevant person. o) securities financing transaction . t) limit order – the order to buy or sell a financial instrument at its specified price limit or better and for a specified size. county/sector.has the meaning given in EC Regulation No. on an organised. branch. floor. as appropriate.an arrangement of any form between an investment firm and a service provider by which that service provider performs a process. its subsidiaries and the entities in which the parent undertaking or its subsidiaries hold a participation. in the case of foreign citizens. r) systematic internaliser – an S.I.k) outsourcing . apartment. full address of registered office/head office or. l) group in relation to an investment firm . 7. deals on own account by executing client orders outside a regulated market or an alternative trading system. as appropriate.S. postal code. as well as undertakings linked to each other by a relationship within the following meaning: i) an undertaking and one or more other undertakings are managed on a unified basis pursuant to a contract concluded with that undertaking or provisions in the memorandum or articles of association of those undertakings. which holds itself out on the financial markets on a continuous basis as being willing to deal on own account by buying and selling financial instruments against its proprietary capital at prices defined by it. m) identification data – for natural persons: first name and surname.S. of the passport. . q) market maker – an S. that is any legal person whose regular occupation or business is the provision of one or more investment services to third parties and/or the performance of one or more investment activities on a professional basis. website. v) person with whom a relevant person has a family relationship . personal numerical code (PNC) or its equivalent. in the case of foreign citizens. entrance. s) order – instruction to buy or sell a certain financial instrument. city.any of the following: i) the spouse of the relevant person or any partner of that person considered by national law as equivalent to a spouse.F. e-mail address. number. fax number. telephone number. or ii) the administrative.F. block. 1287/2006.I. series and number of the identity document or. p) investment firm – has the meaning laid down in art.the group of which that firm forms a part. u) person professionally arranging transactions – at least an investment firm or a credit institution. consisting of a parent undertaking. date and place of birth. domicile and.99/2006 on credit institutions and capital adequacy. subscribed and paid up capital. residence (full address – street. paragraph (1). a service or an activity which would otherwise be undertaken by the investment firm itself. citizenship.

y) host Member State: i) the Member State. shall comply with the legal framework set out in the relevant Romanian legislation.V. in which a regulated market provides appropriate arrangements so as to facilitate access to trading on its system by remote members or participants established in that same Member State.M. which have been issued in a language other than Romanian. as well as all records and reports shall be submitted to C. no later than 60 days from the date of the request by C. in which an investment firm has a branch or performs services and/or activities. manager or tied agent of the investment firm. z) durable medium . iv) a natural person who is directly involved in the provision of services to the investment firm or to its tied agent under an outsourcing arrangement for the purpose of the provision by the firm of investment services and activities. – investment firm. . or manager of any tied agent of the investment firm. Art. w) relevant person . x) S. other than the home Member State. iii) an employee of the firm or of a tied agent of the firm.F. Romanian legal person.N. under the sanction of refusing to grant authorisation.in relation to an investment firm. ii) a director. partner or equivalent.V. drafted in Romanian. regulations.S. (3) All the texts and documents issued by the authorities of other states and submitted to C.iii) any other relative of the relevant person who has shared the same household as that person for at least one year on the date of the personal transaction concerned. 4 paragraph (1).any instrument which enables a client to store information addressed personally to that client in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.N. (2) The documents of foreign natural and legal persons. means any of the following: i) a director. as well as in C.. as well as any other natural person whose services are placed at the disposal and under the control of the firm or a tied agent of the firm and who is involved in the provision by the firm of investment services and activities. for additional information or changes in the documents originally submitted shall interrupt the term referred to in art. 3 (1) All the documents referred to herein. partner or equivalent. which shall be reconsidered on the date when the information or the changes are submitted.N.M.I. other than the home Member State.M.M.M.N.V. (4) Any request by C.. ii) the Member State.V.N.V. shall be submitted as legalised copy and legalised translation. which are required to the purpose of granting authorisation. z1) dealing on own account – trading against the investment firm’s proprietary capital resulting in the conclusion of transactions in one or more financial instruments.

use of forgery. unless Law no.I. giving and accepting bribe.I.I. may be authorised by C. 9.I. on meeting the conditions laid down in Law no. fraud.M.: 1.F. with the term which matches the corresponding category of investment firms.V. as well as with the following requirements: a) the S.F. within 30 days from the date when the complete file of the applicant has been registered. 297/2004. as investment firm may first seek advice by C. forgery. b) The managers and the administrators of the S.N.N. 6 (1) The entity which seeks to request authorisation by C.M. Art. shall issue an explanatory decision. as well as for other economic . C.M.N.M.(5) When the documents submitted are incomplete.M.S.I. should be of good repute to ensure the sound and prudent management of the S. embezzlement.S.V. as well as when the provisions of Law no. the S.F. (3) In order to receive authorisation. 2..S. 297/2004 and C. the documents shall be returned to the applicant.V. 297/2004 or the provisions herein provide otherwise. 297/2004.S. inappropriate. which may be appealed within 30 days from the date when the decision has been made public. Art. 297/2004 and herein. regulations are not thoroughly complied with.I.V.M. 14 of Law no. Chapter III of Law no. should not have been convicted by means of a final court decision for fraudulent management.F. breach of trust. (2) The S. or when certain documents are missing. as appropriate.S.N.S. 4 (1) The decisions to grant or withdraw authorisation referred herein shall be issued by C. (2) When an application is refused. unreadable.N. to provide the investment services referred to in Annex no. 5 For the purposes of this regulation. the term S. TITLE II – Investment intermediaries Chapter I – Investment firms Section 1 – Procedures to grant and withdraw authorisation Art.V.F.N. when investment services are provided by credit institutions or by investment firms in Member or non-Member States. shall comply with the conditions referred to in Title II.V. shall be administered by a Board of Directors made up of at least 3 members and the business shall be effectively directed by at least two persons who shall meet the conditions laid down in art.F shall be replaced.

Significant shareholders which are legal persons should have operated for at least 3 years. unions or other types of employee associations and any other type of similar association shall not act as founders or significant shareholders in the share capital of an S.I. while the head office shall meet only the condition laid down in sub-paragraph g) point 1.F. it shall be exclusively used by the S. 4. as well as its senior managers should have graduated from a higher education institution with a bachelor’s degree and should have at least 3 years professional experience in a field related to finance. it shall not be located at the basement of buildings. f) the amounts allocated to the share capital of an S.S..S. The head office shall be the office employed by the S. 3. foundations and any other type of similar associations established at the initiative of Governments in European Union Member States or G10 member states on the basis of memorandums concluded with the Government of Romania..V.I. . i) the S. shall have the adequate technical equipment and the staff required for the investment services to be authorised.N.F. the conditions laid down in sub-paragraph g) shall be met by the registered office. should not be subject to the sanctions laid down in art. leagues.S.F. in accordance with the provisions of art. capital markets or asset management.F.I.. European Central Bank.N.I. g) the S.B.M. should have ready access to the minimum initial capital amount appropriate for the line of business envisaged. and international and regional bodies. d) collective investment undertakings with no legal personality. exception should be made of associations.S.F.. banking.C.I.F. 297/2004. of its proprietary funds.I. e) the S. the business plan and the services for which authorisation is sought. shall be proprietary funds not funds borrowed or made available.S. 273 paragraph (1) point c) of Law no. 2. the Insurance Supervisory Commission (I. it shall comply with the organisational structure.S. or to other similar sanctions applied by The National Bank of Romania (N.S. irrespective of the legal means. 297/2004 applied by C.F.I. where the 3 year term shall also include the period of time when the original legal person(s) has/have operated. holds both a registered office and a head office. associations. it shall be adequately separated so that to ensure the effective division of the activities undertaken. legal persons or entities with no legal personality.). such as: International Monetary Fund. h) When the S. 3.V. its area shall be of at least 70 square metres.crimes.) or by other supervisory and regulatory bodies in the economic and financial field. by other natural persons. shall hold a venue which shall be used as its registered office and which shall meet at least the following conditions: 1.S.M.F.I. provided that these legal persons have not incurred losses in the previous two financial years.S. in order to provide the investment services to be authorised by C. except for those resulted from mergers or spin-offs. 5. foundations.F.I. 7 of Law no. c) most members of the Board of Directors of the S.R. European Investment Bank or other similar bodies. except for the amounts made available to a subsidiary by its parent undertaking.S.

shall submit all the documents referred to in art.F. original legally valid criminal record or its legalised copy. which account for at least 10% of the share capital or of the voting rights.S. Law no. (5) The senior managers of an S. or N. (4) The members of the Board of Directors. (6) One of the senior managers of an S. to the purpose of proving that the person meets the conditions laid down in art. 1C.V. originally signed by the person giving the statement. originally signed statement of accountability. curriculum vitae including a detailed presentation of professional experience.M. managers.N.N. shall not be significant shareholders. 1D.N.I. re-published.I. 7.F.M. legalised copy of graduation documents. or of a trader authorised by C.S. 6 paragraph (3) point c).S. shall not be significant shareholders of another intermediary authorised by C. or of a trader authorised by C. Art. c) copy of the registration certificate with the Trade Register Office. 7. statement of accountability. may be authorised as compliance officer of that S. accompanied by the following documents: a) original incorporation documents or their legalised copies. issued by the Trade Register Office in the case of Romanian legal persons or by the similar authority of the state where the foreign legal person is registered and conducts business.j) the S. shall be issued following a request drafted in accordance with Annexes no.S. 3. excerpt or certificate which shall prove the registration date.M.I.R. while the requirements laid down in art. auditors and employees of an S. which shall include: all individual holdings and all holdings in relation to relevant persons. drafted in accordance with Annex no. d) for each of the members of the Board of Directors and the senior managers of the firm the following documents shall be required: 1. shall not hold a position or be the employees of another intermediary authorised by C.F.I.V. 2.B. 6 paragraph (3) point b) and c).I.V. original tax record issued no earlier than 15 days before the submission of the request for authorisation. e) for legal persons which are significant shareholders: 1. Senior managers shall direct and co-ordinate the activities of the S. at any times. 5.I. 6. drafted in accordance with Annex no. The other senior managers may be authorised as investment agents of that S.F.V.S. issued no earlier than 60 days . 4.I.R. drafted by the judge delegated to the Trade Register Office.S. as well as in paragraph (4) and (5) of the same article are complied with. copy of the identity documents.F.F. 1A and 1B.S. to prove that the provisions of Law no.M. the line of business and the share capital. 297/2004 and the regulations in force related to investment services are not breached.I. 7 (1) The authorisation granted to an S.B. or its legalised copy.N.F. or N. 31/1990 on companies.F. b) copy of the closing statement on the establishment and registration of the firm.S.

including the responsibilities and authorities of the decision-making staff. original legally valid criminal record. so that activities shall be carried out in a sound and prudent manner. 2.I. k) the list of the signature specimens of the members of the Board of Directors. h) statement of accountability originally signed by each of the significant shareholders of the S. 4. etc. information on the financial instruments involved in the provision of investment services. the identification data of the S. 8..S. j) the business plan. original tax record.I.) and on the clearing-settlement systems or the clearing houses with which agreements shall be concluded in order to carry out specific operations. copy of their identity documents.before the submission of the request for authorisation. as appropriate. as appropriate.S. 2. 3. in the case of Romanian legal persons or with the national tax authority of the home state.F. 7. 3. “Shareholder structure down to the level of natural persons” refers to the presentation of the shareholders/stockholders who indirectly hold control over the significant shareholders of the S. 2 paragraph (2) point m).I.S.S.S. or its legalised copy.S. filled out by each significant shareholder of the S.I. information on the way in which the S. the investment policy and the financial plan of the business. in the case of foreign legal persons. 1F or 1G. defined in accordance with art. seeks to act in order to provide investment services. MTF. 6.F.F.I. shareholder or significant stockholder structure down to the level of natural persons. 4. g) the questionnaire provided in Annex no. the senior .. information on the investment services the S. which shall include at least the following: 1.F. seeks to provide.I. f) for natural persons who are significant shareholders: 1. 2. 9. mention of the group to which the legal person belongs. drafted in accordance with Annexes no. the half-yearly financial statements of the current year. as appropriate.. 5. registered with the Trade Register Office or with the tax authority. information on the venue where the S. including the breakeven point. the financial statements of the previous year and. seeks to conclude agreements (retail and/or professional clients).I. Chapter I.S. concerning compliance with the provisions of art. the survey of the market and the factors which may affect the feasibility of the business plan.F.F.S.F.F. which shall also include the organisational chart of the S.F. i) the organisational and functioning regulation. or its legalised copy. 1E. 3. if appropriate. issued no earlier than 15 days before the submission of the request for authorisation. 6 paragraph (3) point f).S. shall undertake operations (regulated market..I. which account for at least 10% of the share capital or of the voting rights.I. the rules and the internal procedures provided in Title III. the categories of clients with whom the S. which shall also include all the individual holdings and the holdings in relation to persons with close links in any company. the organisational structure.

may request in order to verify the effective prudential management ensured by an S.F. the proof of membership in the Investor Compensation Fund.V.I. together with the legalised copy of the rental agreement.V.S.I.N. registered with the tax authority.M. the documents referred to herein for the authorisation of at least four natural persons as investment agents. within 6 months from the date when all the documents referred to in paragraph (1) have been submitted.N.S.N. of the authorisation fee and of the fee for registration with the C. the S. p) proof of holding the minimum initial capital required for the services to be authorised. the authenticated statement of the owner. On establishment. Register.M.S. The rental/sub-rental agreement shall be valid for at least 12 months following the submission of the request for authorisation.M.V.I. which shall meet the conditions laid down in art. In the case of a sub-rental agreement.M. shall grant authorisation to an S.N.I..I.F. or in the case of refusing authorisation. which seeks authorisation in order to provide all the services referred to in Annex no. for the registered office and/or the head office.S.V. the S. (3) Within 60 days from the date when the authorisation has been issued. as appropriate..N.I. 1L.V. o) statement of accountability of the legal representative of the S.I. The agreement shall be renewed and submitted to C. q) curriculum vitae of the persons appointed to ensure the internal audit function and the risk management function. including his/their responsibilities.V.N.F.I.N.S. (2) C. 6 paragraph (3) point g) and h).M. m) the documents referred to herein for the authorisation of at least two natural persons as investment agents.F. n) legalised copy of the document which proves the legal holing of the venue to be used as registered office and head office. may provide the investment services mentioned in the authorisation decision only after the date when the condition laid down in paragraph (3) is met. who agrees to the purpose of the use of the sub-rented venue shall be submitted.F.F.S. C.N.I. shall submit to C.V.V.S. under the condition of payment to the account of C.V. and the person/persons the S. (4) The S. drafted in accordance with Annex no..S. wishes to authorise as compliance officer/officers. 9 shall submit to C.F.M. within maximum 15 days from its expiry. the initial capital shall equal the share capital entirely paid up to the account opened in this respect with a banking institution. Joint-venture agreements shall not be accepted as proof of holding the venue to be used as registered office/head office.F. required for the well-functioning of the S. the person/persons who shall represent the firm in its relation with C.M. ..I.N. as set by the department and in the rules and internal procedures of the S.S.F.F.M. respectively.managers of the S. r) any other documents C. shall issue a motivating decision which may be appealed within 30 days from the date when it was made public. l) the documents referred to herein for the authorisation of the compliance officer/officers.M.S.

as appropriate. C. b) a sanctioning ordinance.S. shall call within 30 days the general shareholders meeting to the purpose of winding-up the firm or changing the line of business and.S.I.S.S.M.S.. 8 C.S.F.I.F. 297/2004.N.S.F.I. including. as appropriate. Art.M. 11. when the S.I.F.S. 9 The authorisation of an S. . the S. Art.V. references on the termination of contractual arrangements. when the regulations in force have been breached. following the submission of a request filled out in accordance with Annexes no. shall be withdrawn in the situations provided in art. is a member or participant to the system.I. b) certificates issued by the capital market entities where the S. shall retain all records regarding the investment services and activities undertaken for at least 5 years. shall not grant the functioning authorisation in the situation referred to in art.F.S. does not have any debts. 1H and 1I. or there are objective and demonstrable grounds for believing that the persons assigned as managers shall not ensure sound and prudent management of the S.S. as appropriate. 12 of Law no.V.V. to call the general shareholders meeting to the purpose of winding-up the firm or changing its line of business and. in compliance with the provisions of Title IX of Law no.”.”. 11 (1) Authorisation shall be withdrawn at the express requirement of the S.S. removing from the firm’s name the expression ’investment firm’ or “S. (4) Following the termination of the authorisation.F. the S. makes proof of having submitted all the documents referred to in art. 10 of Law no.I.Art. shall request the Board of Directors of the S.I. removing from the firm’s name the expression ’investment firm’ or “S. as well as in the following cases: a) there are indications that the persons who will effectively direct the business of the S.F. 297/2004. and its agents to the operations undertaken by the systems and blocking/disabling access passwords.I.F. b) the firm which has applied for the issuing of the authorisation does not comply with the conditions laid down in Law no.I.F. denying access of the S. shall request the competent court to decide on the calling of the general shareholders meeting to the purpose of compliance with the provisions of paragraph (1). Art.N. accompanied by the following documents: a) decision of the statutory body of the S.I. 297/2004 by: a) a decision to withdraw the authorisation.I. 10 (1) Following withdrawal of the authorisation.I.F.S.F. the fact that the S.F. are not of sufficiently good repute or sufficiently experienced.I.N.M. C.F.F. (2) When the firm fails to meet the obligation referred to in paragraph (1).I.S. 297/2004 and the provisions herein.S. (3) When the provisions laid own in paragraph (2) are not met.

S. f) the legal persons are subject to supervision by a competent authority in the home state. shall approve or refuse the acquiring of the position notified in accordance with paragraph (1). taking into account the following conditions applicable to the persons who make the request: a) the natural or legal person provides the information and documents to adequately justify the origin of the funds allocated for acquiring the holding within the S. case in which the 3 year term also includes the functioning of the original person or persons. When the legislation of the above mentioned states prevents the provision of transparency with . e) the legal persons which make the request have not incurred losses in the last two financial years.c) proof of paying amounts due to clients and C. 297/2004.F. f). 18 paragraph (1) and (2) of Law no.S. f) proof of paying to the C. may deem necessary for the resolution of the request.V. c) the natural person provides documents and statements on the identity of the persons who are “relevant persons” or “persons with close links”.N. which are competent in accordance with the national legislation in keeping records of the shareholder structure of firms.S.N. and the transfer of securities to the central depository (issuer register) or to the accounts mentioned by clients.I. account the fee for the withdrawal of the authorisation. 12 (1) The intention of a natural or legal person to acquire or increase his qualifying position within an S.N. failing to meet the conditions under which authorisation has been granted.F..M. 7 paragraph (1) point e). in accordance with art.F.V. (2) The provisions of paragraph (1) point b) – g) shall be also applied when authorisation has been withdrawn due to the S. Art. who shall also attach the documents referred to in art. (3) When verifying the condition laid down in paragraph (2) point b). by that person.V. b) the legal person has provided sufficient information to ensure the transparency required for the identification of the structure of the group where it belongs.I.I.S.M. shall be notified in advance to C. e) financial audit report on the financial position of the firm on the date when activities have been ceased.. as appropriate. h) and r). Section 2 – Changes in the organisation and functioning of an S. d) the legal persons which make the request have been operating for at least 3 years. the documents provided shall be issued by the authorities/entities in home states or in the states where the legal persons within the group are located.N.M.V. g).N.V.M. g) any other documents C.F.I. d) mention of the address of the archives and of the identification and contact data of the person in charge with handling the archives of the firm.M. (2) C.

C.M. due to causes such as: a) the origin of the funds to be used for acquiring holdings in the share capital of the S. whenever C.M.297/2004 when the person referred to in paragraph (1) is: a) an investment firm or an asset management firm authorised in another Member State.F. or. effective supervision being thus impossible. C. c) changes in the shareholder structure as a result of acquiring or selling qualifying holdings approved by C. and whether. deems it necessary. (6) The provision of all documents and compliance with all the conditions laid down in paragraph (1). as well as the identity of the persons who hold direct or indirect control over them.V. 19 of Law no. 297/2004. to the purpose of approving their acquiring of holdings in the share capital of the S. shall assess each particular case and shall decide on the significance of the facts.F. prior to registration with the Trade Register Office the following changes in its organisation and functioning: a) increase/decrease of share capital.M.M.respect to shareholder structure.I.S. d) changes in the membership of the Board of Directors and/or in the management of the . shall consider information on the reputation and activity of these persons..V. as well as any other situations which may lead to the conclusion that the provisions laid down in paragraph (2) are not met. shall submit for authorisation by C.V. which have been concluded with sanctions or interdictions or they are currently the subject of such investigations or proceedings.F. b) the extension/reduction of its object of activity. or.N.F.S. (2) and (3) shall not be considered grounds for the failure to apply art. respectively. In these situations. 297/2004.I.S.. b) the information provided by the legal persons involved does not clearly state the nature of the activities undertaken. as a result of the acquisition.N. (4) When assessing the persons referred to in paragraph (1).N. where the person seeks to acquire holding shall become the latter’s subsidiary or shall be under the latter’s control. cannot be established or the grounds provided are not sufficient to establish whether the requirements of the law and of the provisions herein are met. the S. art.V.I. in accordance with art.V.M. 12 herein.N.N. 13 (1) The S. 18 paragraph (4) and (5) of Law no. b) the parent undertaking of an investment firm or an asset management firm authorised in another Member State.N.M. (5) The intention to acquire holdings shall be subject to prior consultation as provided by article 13 of Law no. Art. c) a natural or legal person controlling an investment firm or an asset management firm authorised in another Member State.V. may consider information from all available sources.I. C.S. c) the legal persons or the persons who hold direct or indirect control over them have been subject to investigations or administrative or legal proceedings in the last 5 years.

have been registered with the Trade Register Office. of the change in the head office within 15 days. (2) When the S. (7) The share capital of an S.M. (6) The decision referred to in paragraph (2) shall become invalid when the changes in the organisation and functioning of the S.F.I. the S. has decided on the limitation of the line of business of the S.F. Art.M.M.S.I.N. Art.. (5) Following the granting of the authorisation referred to in paragraph (2). (3) C.I.I.M. but no later than 90 days from the date when the authorisation has been issued by C.F. 14 (1) Where changes other than those referred to in art.S. C. .I. (4) The provisions of paragraph (3) shall not be applied when C.N.S.S. shall submit to C. the copy of the certificate in proof of the registration of changes and the copy of the newly-issued registration certificate.S.V. when the change requires for the issuance of a new certificate. f) establishment/closing down of secondary premises. 13 paragraph (2) may be issued by C.N. 13 are made to the documents on which authorisation has been originally granted.M. shall issue a decision to complete and/or change the functioning authorisation of the S. The change shall become opposable as of the date when C. holds both a registered office and a head office.S.V.I.F.V. attaching the documents in proof. 15 (1) The decision referred to in art. are not registered with the Trade Register Office within the term provided in paragraph (5).N.V. attaching copies of the documents in proof.V.N. issues an individual document. shall not be increased by contributions in kind.F. of these changes within 15 days from the date when changes have been made.S. 13 when the requirements referred to herein are not met. b) and d) .S.F. due to failure to meet the capital requirements provided in the relevant regulations. it shall notify C. e)changes in the registered office. within 5 days from the date when the changes in the organisation and functioning of the S.F.F.F.M.M. (3) The changes referred to in paragraph (1) point a).S. shall request changes in documents when these breach the provisions herein and/or the legal provisions in force or may refuse to authorise the changes referred to in art.I. the S.I.S.V.M. except for the changes referred to in paragraph (1) point c).M..g) are opposable as of the date of their registration with the Trade Register Office.N.N.V. (2) When the changes referred to in paragraph (1) have been authorised.N.V.V. g) changes in the name and/or logo of the firm. shall notify C.N.I.

F.I. d) the documents referred to in art.. drafted in accordance with Annex no.M. account the fee for changing/completing the authorisation. as appropriate.N. j) explanatory note on the archives. handling the archives. within 15 days from the date of its expiry.. 13 paragraph (1) point f). for the change referred to in art. for the change referred to in art. 13 paragraph (1) point e) and f).I. as appropriate.F. and art. who contributes to the share capital increase.I. 1J and 1K filled out and including.S. 13 paragraph (1) point c). 13 paragraph (1) point e) and f). account the fee for authorisation withdrawal. 7 paragraph (1) point n).M. Joint-venture . 13 paragraph a). for the change referred to in art. e) the proof of holding the initial capital provided in art. 7 paragraph (1) point d). 1L. the following documents: a) the decision of the statutory body of the S. k) statement of accountability of the legal representative of the S. the compliance officers who have carried out their activities within secondary premises. 1L. or its legalised copy. 17 paragraph (2) point a) or paragraph (3). as well as the proof of paying to the C. l) proof of paying to the C. c) the proof of entirely paying up the share capital to the account opened in this respect with a banking institution and the financial auditor report on the lawfulness of the increase/decrease of the share capital. for the change referred to in art.F. for the change referred to in art. 297/2004 in accordance with the line of business subject to authorisation. for the changes referred to in art..V.I. h) the legalised copy of the proof of legally holding the venue required for the well-functioning of the firm in compliance with the conditions laid own in art. g) the documents referred to in art.S. investment agents and.V.M. sending statements and/or documents to the registered office/head office. as appropriate. 7 of Law no. the new shareholder structure. 7 paragraph (1) point g) and h) for each qualifying shareholder of the S. request drafted in accordance with Annex no.N. b) the original addendum to the incorporation documents of the S. 13 paragraph (1) point a).V. for the change referred to in art. excerpts from the shareholder register. 13 paragraph (1) point b). i) the organisation and functioning regulation which shall include the organisational chart of the secondary premises and the special procedures concerning the recording and control of the activities undertaken by secondary premises related to the responsibilities and duties of the personnel and investment agents who carry out their activities within those secondary premises. as appropriate. f) assignment agreements.F. when withdrawal of the authorisation of those secondary premises is sought.N. and paragraph (5) point a).S.following a request drafted in accordance with Annexes no. for the change referred to in art. 13 paragraph (1) point d).S. (2) The document which proves the holding of the secondary premises shall be renewed and submitted to C.

the request shall be accompanied by the documents referred to in paragraph (1) together with the originally signed statement of the legal representative of the firm with a different line of business on the cessation of its operations and the termination of the previously undertaken contractual obligations. (2) When the S. denying access of the S.F.S. b) the person for whom authorisation as member in the firm’s Board of Directors is sought has been already authorised as manager of the firm.F.F.5 in the following situations: a) the person for whom authorisation as manager is sought has already been authorised as member in the firm’s Board of Directors.M.s involved or. the documents of incorporation of the resulting S. accompanied by: 1.S.S.F.I.I.V. 7 paragraph (1) sub-paragraph d) point 2 . c) the merger/spin-off plan.F.F. may not submit the documents referred to in art.N.I.M.I. h) proof of paying to the C.S.S. the acquiring firm shall not provide investment services without the authorisation granted by C.I. and the transfer of securities to the central depository (issuer register) or to the accounts mentioned by clients. In the case of a sub-rental agreement. may request in order to review the documents. the authenticated statement of the owner who agrees to the purpose of the use of the venue shall be submitted together with the legalised copy of the rental agreement.V. is a member or participant to the system. g) any other item of information C. as appropriate.F.I.V.N.N. . the fact that the S.V.s. 16 (1) When the share capital is increased/decreased as a result of a merger/spin-off. b) decisions of the general extraordinary meetings of the firms involved.F. 2. merges with a firm with a different line of business. registered with the tax authority.agreements shall not be accepted as proof of holding the venue of secondary premises.S.I. proof of paying the amounts due to clients and C./S.M.I. e) the merger/spin-off balance sheets of the firms involved. (3) In the case of merger by absorption.F. d) the addendum to the documents of incorporation of the S. account the fee for granting authorisation. f) the management and the financial auditor reports on the merger/spin-off. including. 1M and 1N shall be accompanied by the following documents: a) the originally signed statement of the manager of the S.S. and its investment agents to the operations undertaken by those systems and the blocking/disabling of codes and access passwords. (3) By way of derogation from the provisions of paragraph (1) point g). does not have any debts. the S. Art. the request drafted in accordance with Annexes no.M. the termination of contractual arrangements.I.N. certificates issued by capital market entities where the S.S.S. on the closing down of the firm absorbed.

b) it shall have a telephone and a fax.I.. Art.F.F. as appropriate.I. c) to hold the adequate technical equipment to allow access to the IT system of the branch or the head office.I. b) granting of the functioning authorisation.I. The venue used as premises of the branch shall not be located at the basement of buildings. as follows: a) it shall hold a venue exclusively used as premises of the branch. e) it shall have its own organisational and functioning regulation.S.I. in accordance with the provisions herein.F.M. (4) The agency may provide only the services referred to in point 1 sub-paragraph a). approved by the statutory body of the S.I. provides from the premises of the branch all the investment services authorised by C. 7. as appropriate: a) withdrawal of the functioning authorisation of the S. in compliance with the operational requirements laid down in paragraph (2) – (8). .F.F.V.I. d) it shall employ at least two investment agents and at least one compliance officer authorised by C.s involved in the merger. as appropriate.F. f) it shall have a system employed to record and process trade orders. 9 and art.M.(4) The S. for that S.S.. (6) The compliance officer within the branch or. 11.N. which shall ensure the well-functioning of the agency and whose area shall be no less than 15 square metres. as appropriate. in accordance with the provisions of art..S. for. the venue used as branch premises shall meet the requirements herein for the registered office or head office. which shall ensure the well-functioning of the branch and whose area shall be no less than 50 square metres./S.V. (5) The agency shall be organised so that: a) to hold a venue which shall be exclusively used as premises of the agency. d) to employ at least one authorised investment agent. where reference should be made to the agencies under subordination and to the recording of agency operations. in accordance with the provisions of art. 17 (1) The S.S.I. (3) When the S.M.S.I. d) and e) and point 2 sub-paragraph c) and e) of Annex no.S. Trade orders received from clients shall be sent to the purpose of their execution. c) it shall ensure adequate technical equipment for the carrying out of activities within the branch.N.S.S. b) to have a telephone and a fax.M.N. the registered office/head office shall also ensure the supervision of the activities undertaken by the S.F.S. to the S.V. (2) The branch shall have an organisational structure which allows it to provide the investment services authorised by C.V. may establish secondary premises (branches or agencies).F. branch where the agency belongs or to the registered office/head office. 9.F.N.s resulted following a merger or spin-off shall request C.

Register. hereinafter referred to as tied agents.M.S.S.I.I. The S. 18 Investment agents are natural persons who perform activities only on behalf of the intermediary whose employees they are and shall not provide investment services in their own name. which employs tied agents shall be fully and unconditionally responsible for any action or omission on the part of the tied agent when acting on behalf of that S. Art. (5) The S. 19 (1) The S.F. Art.F.I. (2) In order to promote investment services only on behalf of an S.M. where appropriate.I.I.N.I.V. Section 3 – Investment agents and tied agents of the S. (9) The S.F.S.V.S.V.I. for the purposes of promoting investment services.N.S. while the copies of the documents shall be submitted to the branch.I.F.S.F. (4) The S. as well as of the trial balances of the branches shall be submitted to the registered office/head office on a monthly basis to the purpose of drafting the consolidated financial statement of the S.F shall be registered with the C.S. (3) The S. (7) The copies of the consolidated statement of the operations undertaken within branches and their subordinated agencies. (8) All the original documents which refer to taking trading orders received from agencies shall be submitted to the registered office/head office for archiving.S.F.M.S.I. of any change within 15 days from the date of their occurrence.I.N. shall maintain the conditions required upon authorisation of the secondary premises throughout their entire period of functioning and shall notify C.F. attaching copies of the documents in proof.F. may appoint investment agents. Register.F. the tied agents appointed by the S. on the basis on delivery-reception minutes. .I.S.I. shall not make use of the services of a tied agent before his registration with the C. on a monthly basis.S. shall verify whether tied agents who will act on its behalf are of good repute and they possess sufficient professional and commercial knowledge so as to be able to communicate accurately all relevant information regarding the proposed investment services to the clients or potential clients.S.agencies under its subordination. receiving and transmitting orders from clients or potential clients and providing advice in respect of the financial instruments and services offered by the S.F.F shall ensure that a tied agent discloses the clients or the potential clients the capacity in which he is acting and the firm which he is representing when contacting the clients or before providing the services.

as well as for other economic crimes.I.N.S.F. d) he shall have passed the specific investment agent training programme organised by a professional training body certified by C. c) he shall be at least a high school graduate.N.V.M.F. 21 (1) The S.S. fraud.I.. breach of trust.I.S. shall submit to C. (7) The S. and performs the investment services referred to in point 1 sub-paragraph e) and point 2 sub-paragraph c) .F.S.B.F. by the proof of blocking/disabling codes and access passwords to the systems of capital market entities or an originally signed statement of accountability of the manager of the S. f) he shall not have been sanctioned by C. giving or accepting bribe.F clients. the contractual relationship between the person who shall act as tied agent and the S. e) he shall not be a qualifying shareholder or shall not hold any other management or executive position within an intermediary. Art.N. (2) Tied agents shall be separately recorded in the investment agent section of the C.V. perjury. shall monitor the activities of its tied agents so that to ensure that the firm complies with the provisions of Law no. (2) A natural person who acts as investment agent of an S. forgery. appointing tied agents shall take adequate measures in order to avoid any negative impact of the activity of such tied agent when acting on behalf of the S. N. by means of an interdiction to perform activities on the markets under their supervision. Register. and their list shall also be made public on the websites of regulated markets/multilateral trading facilities or any other supervised systems where they have access to trading.S. Art.I.(6) The S. 20 Tied agents shall not be involved in dealing or settlement operations and shall not make or accept payments to and from S.V. as investment agent. a natural person shall meet the following conditions: a) he shall act only on behalf of that S.V.V. accompanied.S.M.S. and to regulated markets/multilateral trading facilities or to any other supervised system where it has access to trading notification on the investment agents who act as tied agents. use of forgery.I. b) he shall be employed with an employment agreement. to prove that the investment agent has not been assigned codes and access passwords to the systems of capital market entities.I.F.N.S.I. 297/2004 and of this regulation and shall verify whether tied agents are able to communicate accurately to clients all the relevant information on the services to be promoted or provided.S.F.C. shall be based either on an employment agreement or on a mandate or agent agreement.R. g) he shall not have been convicted for fraudulent management. embezzlement.S.M.I.F.M. or I.N. 22 (1) In order to be authorised by C.F.. Art.I.M. as appropriate..

V.M. on the fulfilment and compliance with the conditions laid down in art. which performs investment advisory services. (2) The persons referred to in paragraph (1) shall not: a) recommend investments to their personal benefit or to the benefit of the intermediaries whose employees they are. shall comply with the rules of conduct laid down in art.M. shall be a higher education institution graduate and shall pass the specific investment agent training programme organised by a professional training body certified by C. 24 To the purpose of authorising and registering the investment agent with the C. accordingly.V.M. the S.M.V. within 24 hours from the date when these duties are no longer performed.S.I.S.I.N. 49 herein.I. Chapter IV.F. d) original legally valid criminal record. 19 paragraph (3).F.F.N. in the case of tied agents. shall submit to C. Register of the investment agent.M.V.S. Art. or its legalised copy. Register no later than the date of terminating the employment relationship.S. for withdrawal of the authorisation of the investment agent and his removal from the C.N.F. h) proof of paying to the C. and the regulated markets/multilateral trading facilities or any other supervised systems where it has access to trading a notification regarding investment agents who no longer act as tied agents.V. by way of derogation from the provisions of paragraph (1) point c) and d) in this article.I..M. Section 2 shall apply to the S. to the purpose of removing the latter from the C. Art. 23 The provisions of Title II.N.N.M.N.F.V.V. 3B.M. account the fee for the authorisation and registration with the C. g) statement by the manager of the S.S.F.I. 3A. or its legalised copy.and e) of Annex no. e) original tax record issued no earlier than 15 days prior to the submission of the request. c) originally signed statement of accountability drafted in the format laid down in Annex no. 25 (1) The natural persons who act as the investment agents of an S. a request drafted in accordance with Annex no.N.M.V.V. 9. Art.V. Art.N.M. accompanied by the following documents: a) copy of the identity document. b) legalised copy of graduation documents.I. b) act as counterparty to the transactions performed as a result of their recommendations.V. (2) The S. shall request C. shall submit to C. f) copy of the certificate issued by C.S.N. 26 (1) The S.M. regarding the graduation of the training programme approved by C.N. Register. and perform the investment services referred to in Annex no. 9 point 1 sub-paragraph e) and point 2 subparagraph c) and e). Register and from the websites of regulated markets/multilateral .N.

.M. only after their registration with the C.N. account the fee for withdrawal of authorisation. including the investment services which shall be provided and the following documents: a) the internal procedures which shall provide at least the following: the separation of the duties of the personnel who provide investment services in accordance with the provisions of Annex no. 27 (1) Withdrawal of authorisation and removal from the C.V. shall provide the investment services referred to in Annex no.V. in accordance with Annex no. as appropriate. (2) Registration with the C.R. 9.V. access to the venues referred to in the internal procedures. Register of an investment agent shall be performed in the following situations: a) following the written request drafted by the S. Art.N.trading facilities or any other supervised systems where they have access to trading. the notification of tied agents.S. in accordance with the procedure laid down in Title II. 28 (1) Credit institutions authorised by N.B.V.S. b) as sanction. Section 3.M.M.M.M.N. Register. 4A. b) proof of paying to the C. the identification of the venues where such services shall be provided as well as the recording of capital market operations as distinct from banking operations. Register of the investment agent shall be accompanied by: a) mention of the grounds for withdrawal or.N. to prove that the investment agent has not been assigned codes and access passwords to the systems of capital market entities.B.V. Register shall be made following the submission of a request for registration drafted in accordance with Annex no. Register. as appropriate.I.V. c) proof of blocking/disabling codes and access passwords to the systems of capital market entities or the originally signed statement of accountability of the manager of the S. (2) Withdrawal of authorisation and removal from the C.M. b) originally signed statement of accountability of the legal representative concerning the agreement of the credit institution to allow C. as well as the submission of documents to the purpose of authorising investment agents and registering them with the C. c) the names of persons for whom authorisation as investment agents is sought and.N.R. Chapter I.I. accompanied by the authorisation issued by the N.V.F.M. documents in proof of the date when the employment relationship has been terminated. 9. Chapter II – Credit institutions Art. to the personnel who perform investment services in accordance with the provisions of Annex no. 9.N.N.F. 3C. d) the name of the manager of the organisational structure in charge with capital market . as well as to the records of capital market operations to the purpose of exercising control on compliance by the credit institution with capital market legislation.

by submitting the documents referred to in art.N. 3/2006 on the authorisation. 29 (1) Credit institutions shall notify C.V. excepting art.M. Register shall be published on the C. 3 paragraph (2) and (3) of C. in accordance with the procedure laid down in Title III. shall notify C.M. 30 (1) The list of credit institutions registered with the C. 47 paragraph (4) of Law no. in accordance with the provisions herein.B. Section 2.N. to credit institution shall be those applicable to investment firms. 28 paragraph (2). website.V. Register. the credit institution shall request removal from the C.V. organisation and functioning of the Investor Compensation Fund.N.R. Art. e) the proof of membership in the Investor Compensation Fund.M. (2) Credit institutions shall separately register and archive all records regarding investment services so that to allow C.M. registration/removal of the compliance officer/officers with/from the C. (2) When ceasing its operations. 192.V. (2) The provisions laid down in this chapter shall not apply to the credit institutions . as well as of the person/persons for whom authorisation as compliance officer/officers is sought. except for the situations referred to in art. Art. to verify compliance with organisational requirements and rules of conduct in accordance with the provisions of Law no. f) the list of signature specimens for the persons who shall represent the credit institution in relation with C.V.N.V. Art.N. IV and V.N.M. 31 The fees and charges imposed by C. when it decides to place the credit institution on its watch list or when a credit institution ceases its operations or its authorisation has been withdrawn. of any changes in the documents referred to in art. on the measures taken in order to protect the funds and financial instruments of the clients for whom the credit institution has provided investment services.N.M.N. Art.N. (3) N.N. 11. Register.V.M. 297/2004 and of art.V.V. Register..N. as well as authorisation/withdrawal of authorisation.operations. within 2 business days from the date when they have occurred and shall request authorisation/withdrawal of authorisation. 32 (1) The provisions of Title III.N. g) the proof of paying the fee for registration with the C. shall be adequately applied to credit institutions regarding the investment services they provide.M. 153 and art.M.V. Regulation no. Chapter I. registration/removal of the investment agents/tied agents with/from the C.M.M. Register.V. 297/2004 and the provisions herein.V.M.

hold any position and shall not be employed by an intermediary authorised by C. breach of trust. b) the report of the manager of the organisational structure in charge with capital market operations regarding the activities performed by the credit institution in this field. N.V. 33 (1) The trader is the legal person incorporated as joint-stock company or as limited liability company. shall not have been convicted for fraudulent management.B. embezzlement.M.N. Chapter III – Traders Art.000 Euro.N. On establishment.N.N.. d) the shareholders/associates. as well as for other economic crimes. b) it shall hold an initial capital amounting to the RON equivalent of at least 50.V. or by other similar authorities. fraud. I. authorised by C.M. Register. the firms whose main line of business refers to the production.R.N. under the conditions of the provisions of Title II. provided that the following conditions are met: .. shall not be significant shareholders.B. (2) To the purpose of granting authorisation as trader and registering with the C. on the date of its paying up. perjury.R. 297/2004 and the provisions herein. or by another trader authorised by C. the administrative and executive management: 1.B.V. 2.N. shall not be placed under the interdiction of a sanction passed by C. calculated at the reference rate set by the N.M. use of forgery.S. (2) The firm referred to in paragraph (1) shall be authorised to conclude transactions. with the commodities referred to above as underlying asset. the legal person referred to in paragraph (1) shall meet the following conditions: a) it shall have as only line of business the trading in its own name and account of derivatives such as futures and options. (3) Credit institutions shall submit to C. 79 regarding capital market operations.. in accordance with Law no. forgery. the following statements and documents: a) the report referred to in art. consumption and/or merchandising of commodities economically related to the underlying asset of the derivatives traded on the regulated market may also be authorised as traders.V. only for trading in their own account derivatives. c) it shall ensure adequate technical equipment to allow connection to the regulated market systems. Chapter VI of Law no.M. 35 paragraph (1).V. or N. Art. 3.which perform operations only with money market instruments traded only on the money market.M. 33. e) it shall submit all the documents referred to in art.V. giving or accepting bribe.M. 34 (1) By way of derogation from the provisions of art. the initial capital shall be equal to the share capital entirely paid up in the account opened in this respect with a banking institution.R. 31/1990 on companies.C.

a) the firm complies with the provisions of art. 33 paragraph (2) point b) – e); b) the firm is not subject to one of the stages of legal reorganisation or bankruptcy; c) the firm organises and separately records operations involving derivatives with commodities as their underlying assets; d) the firm allows C.N.V.M. unrestricted access to the records specific to operations involving derivatives with commodities as their underlying assets and to the venues where the firm undertakes its activities. Art. 35 (1) The authorisation granted to a trader shall be issued on the basis of a request drafted in accordance with Annex no. 5A, accompanied by the following documents: a) original documents of incorporation, or their legalised copies; b) copy of the closing statement on the establishment and registration of the firm drafted by the judge delegated to the Trade Register Office; c) copy of the certificate of registration with the Trade Register Office; d) excerpt or certificate from the Trade Register Office to prove the line of business, the significant shareholders and the managers of the company, issued no earlier than 60 days prior to the date when the request has been submitted; e) for each manager of the company: 1. copy of the identity document; 2. curriculum vitae; 3. original legally valid criminal record, or its legalised copy; 4. original tax record issued no earlier than 15 prior to the date when the request has been submitted, or its legalised copy; f) legalised copy of the document in proof of legally holding the venue to be used as registered office; g) proof of having entirely paid up the share capital and the last balance sheet registered with the Trade Register, as appropriate; h) agreement of the regulated market regarding access to the trading system; i) the clearing agreement concluded with an intermediary, clearing member within the clearing house; j) the documents referred to herein for the authorisation of at least one investment agent who shall perform derivatives transactions only on behalf of the firm; k) proof of paying to the C.N.V.M. account the fee for authorisation as trader and registration with the C.N.V.M. Register. (2) Following authorisation, the trader shall submit to C.N.V.M., together with the associated documents in proof, a notification on any changes to the documents originally submitted to the purpose of authorisation within 2 business days from the date when these changes have occurred. Art. 36 (1) The trader shall submit to C.N.V.M. the following reports: a) the quarterly report, within the legal term established in C.N.V.M. regulations, which shall include quarterly financial statements made up of balance sheet, profit and loss account, equity statement and cash flow

statement; b) the annual report, within the legal term established by C.N.V.M regulations, which shall include: 1. the annual financial statements made up of balance sheet, profit and loss account, equity statement and cash flow statement, accounting policies and notes; 2. the management report; 3. the financial auditor report. (2) The trader shall submit to C.N.V.M., no later than 31 January, Annex no. 5A, updated and completely filled out, on an annual basis. Art. 37 (1) The trader shall draft and update at least the following: a) records of operations involving derivatives, cash inflows/outflows and the original documents in proof of the former; b) documents which shall show separately for each derivative all open positions held and the margin required; c) confirmations of all acquisitions/disposals of derivatives, margin calls and notes on debit/credit positions; d) records regarding the reports of the clearing house or of the clearing member, as appropriate, on the status of the margin account. (2) All the documents referred to in paragraph (1), as well as all reports and notifications received from the regulated market, clearing house or the clearing member shall be retained for a term of at least 5 years and shall be submitted to C.N.V.M., upon request, within two working days. Art. 38 (1) The provisions of art. 9, art. 10, art. 11, art. 22, art. 24, art. 26 and art. 27 shall appropriately apply to traders and investment agents authorised to act on their behalf. (2) When the trader ceases its operations or when it changes its main object of activity referred to in art. 34 paragraph (1), the former shall request withdrawal of authorisation, drafting in this respect a request in accordance with Annex no. 5C accompanied by the proof of paying to the C.N.V.M. account the fee for authorisation withdrawal. Chapter IV – Investment advisors Section 1 – Procedures to grant and withdraw authorisation Art. 39 (1) Investment advisors are natural or legal persons authorised by C.N.V.M. in accordance with the provisions of Title II, Chapter VII of Law no. 297/2004 and the provisions herein, which professionally provide investment advice regarding the financial instruments defined within art. 2 point 1 of C.N.V.M. Regulation no. 31/2006 completing C.N.V.M. regulations to the purpose of implementing provisions of European Directives.

(2) For the purposes of art. 35 paragraph (2) of Law no. 297/2004, the personal recommendation provided to a client, either following the latter’s request, or at the initiative of the investment advisor in relation to one or more transactions in financial instruments consists of financial instrument review services, portfolio selection as well as the provision of opinions on the acquisition or sale of financial instruments. Art. 40 In order to be authorised by C.N.V.M., the natural person investment advisor shall cumulatively meet the following conditions: a) he shall be a higher education institution graduate; b) he shall have at least 3 years experience in finance and banking or capital market field. Professional experience shall be accounted for starting with the first year following graduation from the higher education institution; c) he shall have graduated the specific investment advisor capital market training programme, organised by a professional training body certified by C.N.V.M.; d) he shall not directly or indirectly hold, in his own name or together with his spouse, as well as together with first rank relatives a qualifying holding as shareholder of a firm active on the capital market or he shall not be an employee or hold a management position within such firm, except for investment advisory firms; e) he shall not be employed by a central or local public administration institution; f) he shall not have been sanctioned by C.N.V.M., N.B.R. or I.S.C. by means of an interdiction to perform activities on the markets supervised by the former; g) he shall not have been convicted for fraudulent management, breach of trust, forgery, use of forgery, fraud, embezzlement, perjury, giving or accepting bribe, as well as for other economic crimes; h) he shall submit all the documents referred to in art. 41 paragraph (1). Art. 41 (1) To the purpose of granting authorisation and registration with the C.N.V.M. Register, the natural person shall submit to C.N.V.M. a request drafted in accordance with Annex no. 6A, accompanied by the following documents: a) copy of the identity document; b) legalised copy of the graduation documents; c) copy of the employment record or original certificates issued by employers, to prove the experience referred to in art. 40 paragraph b); d) originally signed statement of accountability on compliance with the conditions laid down in art. 40, drafted in accordance with Annex no. 6B; e) original legally valid criminal record, or its legalised copy; f) original tax record issued no earlier than 15 days prior to the date when the request has been submitted, or its legalised copy; g) the advisory prospectus which shall include at least the following information: a brief presentation of professional education and experience, address, telephone number, fax number or e-mail address where the advisor may be contacted, description of the advisory services provided and the type of financial instruments

N.V.in relation to which these advisory services are provided.000 euro. the legal representative . e) significant shareholders/associates. 40 paragraph f) and g). prior to the provision of advisory services. as well as with first rank relatives a qualifying holding as shareholders of a firm active on the capital market. 31/1990. regarding the graduation of the investment advisor training programme. Register. 43. g) they shall submit all the documents referred to in art. j) copy of the certificate issued by C. Art.B. (2) Within 30 days from the date when the authorisation decision has been granted.N. advisory fees charged. h) commitment to provide clients or potential clients with the prospectus referred to in paragraph g).12. Art. k) proof of paying to the C. approved by C. as well as of first rank relatives or the originally signed statement. c) the company holds a share capital accounting for the RON equivalent of minimum 20.M.V. . the investment advisor shall submit to C. 2 paragraph (1) point 14 of Law no. the copy of the tax registration certificate issued by the territorial tax authority. (2) The investment advisors authorised on the date when this regulation comes into force shall increase their share capital to the purpose of reaching the minimum amount set out in paragraph (1) point c) by 31.2007. calculated at the reference exchange rate set by the N. (3) The natural person investment advisor may provide advisory services in his own name or on behalf of only one investment advisory firm. f) members of the Board of Directors shall meet the conditions laid down in art. other than the intermediaries referred to in art. potential conflicts of interest.M. b) the line of business of the firm belongs only to the financial field and clearly includes investment advising. as well as members of the Board of Directors shall not directly or indirectly hold in their own name or together with their spouse. i) the list of securities held in his own name and in the name of the spouse. re-published. may be authorised as investment advisors provided that they meet the following conditions: a) they are registered with the Trade Register Office as firms established in accordance with Law no.N.R. 43 To the purpose of obtaining authorisation as investment advisor.M.V. d) the company has at least one employee authorised by C.V.N. 42 (1) Legal persons. provided there are no such holdings.V.M.N. other than investment advisory firms.M.M. as investment advisor. 297/2004.V. account the fee for the authorisation of the investment advisor and registration with the C.N. on the date when the request has been submitted.

provided there are no such holdings. account the fee for authorisation as investment advisor of legal persons and registration with the C. for the natural person investment advisor or advisors. provided that the firm has operated prior to the date when authorisation has been sought. 44 (1) The investment advisor shall notify C.N.V. prior to the provision of advisory services. to provide clients and potential clients with the prospectus referred to in point i). as well as of first rank relatives for each manager and shareholder/associate who holds at least a qualifying position or the originally signed statement of accountability. l) originally signed statement of accountability of the members of the Board of Directors regarding compliance with the conditions laid down in art. k) proof of paying to the C. the names of the managers. as well as the advisory charges imposed.N. the description of the advisory services provided and the type of financial instruments for which investment advisory services are provided. line of business and share capital. original legally valid criminal record and tax record issued no earlier than 15 days prior to the date when the authorisation request has been submitted.M. issued no earlier than 60 days prior to the date when the request has been submitted. as appropriate. employees of the firm and a brief presentation of their professional experience. Register. for the previous two years of activity.M. 6C. employees of the company. managers of the company.V. employees of the firm.V. within 2 business days from the date when the change has come into effect. the name/names of the natural person investment advisor/advisors. .N. potential conflicts of interest. c) c)copy of the certificate of registration with the Trade Register Office.M.M. 42 paragraph (1) point e) and f).V.N. for the managers of the company.M. g) list of securities held in their own names and in the name of the spouse. f) proof of having entirely paid up the share capital or the balance sheet registered with the Trade Register Office or with the territorial tax authority. b) copy of the closing statement on the establishment and registration of the firm drafted by the judge delegated to the Trade Register Office. authorised by C.V. Art. accompanied by the following documents: a) the original documents of incorporation or their legalised copies.N. d) excerpt or certificate issued by the Trade Register Office to prove the registration of changes in the registration date. the request drafted in accordance with Annex no.of the legal person shall submit to C.M. j) the commitment of natural person investment advisors. e) copy of the identity document.V.. of any changes in the original documents and conditions when authorisation has been granted. or their legalised copies. (2) The advisory prospectus shall be updated and provided to clients whenever its content undergoes changes.N. i) the advisory prospectus which shall include at least the following information: the identification data of the firm. h) copy of the certificate issued by C.

(3) Recommendations issued exclusively through the distribution channels or to the public shall not be deemed personal recommendations within the meaning of art. subscribe for.N. as well as when the activity undertaken by the investment advisor is not supervised in accordance with the provisions herein.M shall suspend the authorisation of an investment advisor for a period of time ranging between 5 and 90 days. sell.M.V.V. provided that the provisions of Law no. b) to exercise or not to exercise any right conferred by a particular financial instrument to buy. subscribe for. or redeem a financial instrument. account the authorisation withdrawal fee. (2) The personal recommendation must be presented as suitable for that person. 46 C.Art. by the natural person investment advisor or by the legal representative of the legal person investment advisor.N. b) when the investment advisor has not performed in the last 6 months the activity for which authorisation has been granted. and must constitute a recommendation to take one of the following sets of steps: a) to buy. Art. exchange. 45 (1) Authorisation for an investment advisor shall be withdrawn in the following situations: a) at the request of the investment advisor. c) when the regulations in force are breached. The request shall be accompanied by the proof of paying to the C. exchange. sell. hold or underwrite a particular financial instrument.M. 2 paragraph (2) point j). Section 2 – Rules of conduct for investment advisors Art. 47 C.N. as appropriate. a personal recommendation is a recommendation that is made to a person in his capacity as an investor or potential investor.V. 297/2004 and the provisions herein are breached. 2 paragraph (2) point j). or in his capacity as an agent for an investor or potential investor. Art. or must be based on a consideration of the circumstances of that person. redeem. shall decide on withdrawing the authorisation of an investment advisor provided that the latter has repeatedly breached rules of conduct. 48 (1) For the purposes of the definition provided in art. . in case not all the conditions required to withdraw authorisation or impose other sanctions laid down in the law are met. (2) Authorisation shall be withdrawn upon express request of the investment advisor on the basis of a request signed.

Art. (6) Investment advisors shall retain the materials and the sources of information used in order to be able to prove their good faith at any times. as inaccurate or misleading information shall not be used in their reports and recommendations. (12) Investment advisors shall not rely on information included in studies drafted and published by other experts without including in their reports mentions of the source and the provider of information. (10) Investment advisors shall show the main features of an investment when they make public some market research. (11) Investment advisors shall take into consideration the main features of an investment. regulations and norms which refer to their field of activity. as well as the characteristics of the client when drafting reports on portfolio review and selection or when making public their recommendations and opinions on a specific portfolio or client. with no direct mention of any specific portfolio or client. applicable to investment advice. (3) Investment advisors shall keep a high standard in respect of their professional knowledge and shall comply with the rules. (9) Investment advisors shall make the difference between facts and their personal opinions included in reports and recommendations. as well as with the following requirements laid down in paragraph (2) – (15). . while their reports and opinions shall be competent and unbiased. (2) Investment advisors shall provide investment advice on a professional basis. (7) Investment advisors shall present to their clients the general features of investing in financial instruments together with the criteria employed for the setting up. as their approach shall be unbiased to the greatest extent possible. specific portfolio. (4) Investment advisors shall be thorough and accurate when providing investment advice. (8) Investment advisors shall use their best knowledge to the purpose of including certain important factors in their reviews in order to draft studies and recommendations. analysis and selection of a portfolio of financial instruments. (5) Investment advisors shall use sources of information that are adequate to the reviews performed and recommendations made. 49 (1) Investment advisors shall comply with the rules of conduct referred to in Title III.

2. cash flow statement. upon request. the records and reports required and shall not in any way prevent C. which shall include. Art. accounting policies and notes. from exercising its supervision and inspection duties to the purpose of verifying the activities undertaken and the accuracy of the reports that have been submitted. c) activity report on the investment advice provided during the previous year. the following reports: a) half-yearly report. half-yearly financial statements made up of balance sheet.(13) Investment advisors shall not make any misleading statements on the services they may provide. they shall only provide accurate information and conduct reviews and surveys on the financial instruments involved. no later than 31 March the following year. 50 (1) Investment advisors shall keep an accurate record of the operations they undertake and shall organise their accounting system in accordance with the legal provisions in force. 3. 52 Investment advisors shall submit to C. b) annual report. within the legal term laid down in C. the activity report on the investment advice provided during the previous year. management report.N. which shall be submitted together with the report referred to in point b).M. Art.M. financial audit report.V.N.N. equity statement and cash flow statement. (14) Investment advisors shall not provide either verbally or in writing. 51 Natural person investment advisors shall submit on an annual basis. which shall include: 1.N. .V. direct or indirect guarantees on the quality of the investment under review or on the potential profit. regulations.V.M.M. equity statement. regulations.M. profit and loss account. annual financial statements made up of balance sheet.. (15) Investment advisors shall keep information on their clients confidential.V.V. within the legal term laid down in C.N. (2) Legal person investment advisors shall submit to C. their professional expertise and skills or on the future performance of the financial instruments under review. profit and loss account. Section 3 – Supervision of investment advisors Art.

: a) through the establishment of a branch under the conditions laid down in art. 297/2004.N. (3) The information referred to in paragraph (1) shall be forwarded by C.F.N. point 1.I.M.F. shall.M.F. under the conditions laid down in art.: a) the Member State in which it intends to operate.F.N. 39 of Law no. by setting up of branches in that Member State. where appropriate. b) a programme of operations in the Romanian language and its legalised translation into English stating in particular the investment services and/or activities as well as ancillary services which it intends to perform and whether it intends to use tied agents in the territory of that Member States.S. (2) C.M.S. under the freedom to provide services. communicate the information on the identity of the tied agents that S.V.V. intends to use in that Member State. authorised to provide investment services and activities such as those referred to in Annex 9.S. shall communicate the following information to C. at the request of the competent authority of the host Member State. or which wishes to change the range of services or activities provided. 38 of Law no. may start to provide the investment services concerned in that host Member State.N. b) by becoming remote members of or having remote access to the regulated market without having to be established in the territory of that Member State. wishing to provide investment services and activities within the territory of a Member State for the first time. 297/2004. (2) The investment services and activities which may be undertaken within the territory of another Member State shall be those mentioned in the authorisation granted to the S.F may provide investment services and activities within other Member States based on the authorisation decision issued by C. Art.I.I. Ancillary services may be provided only together with an investment service or activity.S.I. 54 (1) Any S. indent b) and c) may have the right of membership or may have access to regulated markets of another Member State by means of any of the following arrangements: a) directly.I. within the territory of other Member States Art. b) on the grounds of the free movement of services.S.F.S.F. to the competent authority of the host Member State within one month.M.S.V.V. 53 (1) The S. .I. c) the identity of its tied agents.I. After this term expires the S.Chapter V – Cross-border operations Section 1 – Investment services and activities undertaken by the S. (3) The S.

given the investment services and activities it seeks to provide through the branch.V. in the Romanian language and its legalised English translation setting out inter alia the investment services and activities as well as the ancillary services to be offered via the branch and the organisational structure of the branch. may issue a decision to refuse the request for the approval of the establishment by the S.M.I.I.F. accordingly. (2) In cases where an S.F. C.F.N. the S.M.F. b) the S. indicating whether the branch intends to use tied agents. (4) C.S. C. provides the investors of its members with a compensation amounting to the RON equivalent of 20.S. (3) Within 3 months from receiving the communication and the information referred to in paragraph (1).S.S. together with the reasons for refusal.F wishing to establish a branch within the territory of another Member State shall first notify C. at least one month before implementing the change. d) the names of those responsible for the management of the branch.I.V..N.(4) In the event of a change in any of the information communicated in accordance with paragraph (1).N.S.N.A.F.V.I.F.S.S. does not have an adequate administrative structure or financial situation. shall inform the competent authority of the host Member State of those changes.S. such tied agent shall be assimilated to the branch and shall be subject to the provisions relating to branches.M.I. is a member. C. (6) Until the date when S.S.F. shall give written notice of that change to C. (5) In addition to the information referred to in paragraph (1).M.N.V.000 Euro/individual investor. and provide it with the following information: a) the Member States within the territory of which it plans to establish a branch. of a branch in another Member State. b) a business plan . 55 (1) The S.I.s referred to in paragraph (1) shall comply with the national legislation of the host Member State to the purpose of supplementing the compensation in accordance with European regulations.F uses a tied agent established in a Member State outside its home Member State. Art. shall submit to the competent authority in the host Member State the information received or.I. provided that: a) the S.F.I.S.V. does not show an adequate development of its financial position. when on the basis of the information received and the documents submitted by the S. Fondul de Compensare a Investitorilor S.V.I. c) the address in the host Member State from which documents may be obtained. . the S.I. shall also communicate to the competent authority of the host Member State the information on the investor compensation scheme where the S.N.M. it shall refuse to send it and inform the S.C.M.

branches established within another Member State. the S.V. 137 to 145.N. art. art.M. 55 paragraph (1) – (3) and paragraph (5) – (8) shall be applied to investment firms of Member States accordingly and C. (2) The ancillary services referred to in point 2 of Annex 9. art. The competent authority of the host Member State in which the branch is located shall monitor compliance by the branch with the legal provisions applicable to that Member State. 162 and of Title III. 105.M. 115 paragraph (1).I. may.M.F. Section 2. art. 106. Chapter VIII. art. 130 to 135. Chapter VIII.N. art. shall be notified in advance by the competent authorities of the home Member States of the investment firms that intend to provide investment services and activities within the . art. carry out on-site inspections at the premises of the S. or failing such communication after two months from the date of transmission of the communication referred to in paragraph (1) by C.N.I.F. 54 and art.I. Section 2 – Investment services and activities provided within the territory of Romania by investment firms of other Member States Art. 114 paragraph (2). art. at least one month before implementing the change. 127.. (10) C. art. (3) Investment firms of Member States and their branches shall be registered with the C. art. art. the S. art.V. art. 109.V. in accordance with the provisions of paragraph (1) and (3).M.V.V. 110. after informing the competent authority of the host Member State.S.M. 103. shall communicate to the competent authority of the host Member State any changes in the information previously provided.V.N. C. shall not monitor compliance by the branch established in a Member States with the provisions of art. similar to those previously mentioned. 148 to 151.M. 100. included in the authorisation can be provided only together with the main services referred to in point 1 of the same Annex.N. branch may commence business. (11) In the exercise of its responsibilities of supervision and control. art.V.M. art. 297/2004. art.S. 56 (1) Investment firms authorised and supervised by the competent authority of another Member State may provide investment services and activities within the territory of Romania. Section 2 of Law no.S. 112 paragraph (1) indent c).N. under the limitations of the authorisation granted by the home Member State. 116 to 120. 102.(7) In the event of a change in any of the information communicated in accordance with paragraph (1). based on the freedom to provide services or through the establishment of a branch under the conditions laid down in Title II. (4) The provisions of art.N.F shall give written notice of that change to C. 122 to 125. (8) C. Register and shall pay the registration fee accordingly. (9) On receipt of a communication from the competent authority of the host Member State.

communicated to C.M.F in accordance with regulations in force.M. Art. 109. (2). indent b) and c) of Annex 9 may have the right of membership or may have access to regulated markets by means of any of the following arrangements: : a) directly. art. (1). 110. as well as on the website of the regulated markets/ alternative trading systems or any other supervised systems where the investment firms have been admitted to trading. an alternative trading system or a clearing and settlement system of the investment firms referred to in paragraph (1) shall be conditioned by the compliance with the regulations issued by the market or system operator and central depository.V.M.N. (2) The investment firms authorised in Member States may have access to the clearing and settlement systems managed by central depository or clearing house/central counterparty in Romania for the purposes of finalising or arranging the finalisation of transactions in financial instruments.I. Newsletter.100. 112 par. (1) indent c). 103. by the competent authorities within Member States shall be published on the C.V. they shall be assimilated to branches and shall be subject to the provisions applicable to branches with respect to the establishment of a branch within the territory of another Member State. (2) In cases where the investment firm of a Member State uses tied agents located in another Member State than the home Member State of that investment firm. 102. art. art. 57 (1) The information on the identity of the tied agents who shall promote investment services on behalf of the investment firms within Member States.V. clearing house/ central counterparty. art. 122 to 125. (4) The access to a regulated market. by setting up of branches in Romania. art. 137 to 145. art. approved by C. Art.N. art. and with the rules of conduct and professional standards imposed on the persons which carry out activities on behalf of these investment firms.M. art.N.M. site and in the C.N. art. art. Art. 130 to 135.territory of Romania. 116 to 120. 114 par. art. art.V. 59 (1) C. 58 (1) The investment firms authorised in Member States to provide investment services and activities such as those referred to in point 1.V. 127. shall monitor compliance by the branches of the investment firms of Member States established in Romania with the provisions of art. b) by becoming remote members of or having remote access to the regulated market without having to be established in the territory of Romania. art. 106. art. 115 par. art. 148 .S. (3) The access rules of the investment firms authorised in Member States to a regulated market or to a clearing and settlement system/ clearing house in Romania shall not be more restrictive than those applicable to the S. 105.N.

the subscribed and fully paid up share capital which shall account for the RON equivalent of the minimum initial capital referred to in art. (4) The branches of the investment firms within Member States shall provide. prior to registration with the Trade Register Office. the necessary information for the monitoring of compliance with the provisions of paragraph (1).V. 60 (1) The establishment of branches within the territory of Romania by an intermediary within a non-Member State shall be performed under the conditions referred to in art.M. art. c) presentation of significant shareholder structure down to the level of natural persons. b) the firm’s original documents of incorporation or their legalised copy. 9..N. the fact that the firm has been audited by a financial auditor at the end of the previous financial year and the fact that the firm has not incurred losses during the previous two financial years. d) certificate issued by the competent authority of the home Member State which shall prove: 1. Section 3 – Branches of intermediaries within non-Member States Art. 162. the only line of business. Section 2 and shall be able to verify.V.to 151.N.V. adopt measures and require the necessary changes for the accurate application of the above mentioned provision. art. on the activity carried out within those branches.M. 4.N. Chapter VIII. on a regular basis. the address of the registered office or head office which shall be located within the same state as the competent authority that has issued the authorisation. e) organisation and functioning regulation of the branch as well as the internal . (2) The competent authority of the home Member State of the investment firm that has established a branch within the territory of Romania may. 43 of Law no.V. 8 of Law no.M. in exercising its responsibilities and by informing in advance C. similar to the services referred to in Annex no. 7 of Law no. the intermediary within a non-Member State shall submit to C. carry out on-site inspections at the premises of the branch. (3) For statistical purposes. at the request of C. 3. the investment firms which have established branches in Romania shall report to C. 1A accompanied by the documents which certify compliance with the requirements laid down in art. 297/2004. as follows: a) authorisation issued by the competent authority of the home Member State. (2) To the purpose of obtaining authorisation. 297/2004. a request drafted in accordance with Annex no. 2.N.. 234 and Title III.M. 297/2004. with reference to the investment services provided within the territory of Romania..

A.A. the documents referred to in art.M. as well as for the compliance officer/officers. Art.V. Fondul de compensare a investitorilor S.N. may request to the purpose of verifying compliance with authorisation requirements.M. shall decide on the authorisation of the branch of an intermediary within a non-Member State under the conditions laid down in art. 72 for the authorisation of at least two investment agents and of at least one compliance officer. including the responsibilities and the authorities of the decision-making staff. 62 The branch shall notify C.V.M. documents in proof of legally holding the premises of the branch.N. . together with the request and documents necessary for the authorisation of the branch. organisational structure. including the breakeven point.. Register of investment agents and compliance officers. the investment policy and the financial plan.V. (3) and (4) of Law no. Register.V.M.. the branch may start its activity on the date when authorisation has been granted. business plan. C. account the fee for authorisation and registration with the C. or their legalised copy. on any such changes in the conditions and/or documents on the basis on which authorisation has been granted and shall request granting/withdrawing authorisation.V. 61 (1) C. provided that investments are compensated within the territory of Romania. in accordance with the provisions herein. presentation of operations to be performed. (3) In case the investor compensation scheme referred to is not S.V.C. Art. for the managers of the branch..N. the compensation scheme which shall ensure the compensation of investors who open accounts with that branch. 24 and art. Fondul de compensare a investitorilor S.M.V. original legally valid criminal record and the original tax record issued no earlier than 15 days prior to the date when the authorisation request has been submitted.N. registration with/removal from the C.M.M. including: identification data of the branch.N. 297/2004. subject to submitting to C. within 2 business days from the date when changes occur.N. 8 paragraph (2). proof of paying to the C. the proof of membership in that investor compensation scheme shall be submitted together with the latter’s identification data and the specific procedures applicable. studies of the market and of the factors which may affect the feasibility of the business plan.V.M.N. list of signature specimens for the managers of the branch in charge with the relation with C. (2) In case the investor compensation scheme referred to is S. other documents that C. the proof of membership in the Fund.N. branch management.f) g) h) i) j) k) l) m) procedures which ensure compliance with the provisions of Title III.

I. (4) The S.F. scale and complexity of the business of the firm.F.I.S. knowledge and expertise necessary for the discharge of the responsibilities allocated to them. systems and resources to ensure continuity and regularity in the performance of investment services.I.S. and the nature and range of investment services and activities undertaken in the course of that business. f) to maintain adequate and orderly records of the business and internal organisation of the S. shall employ appropriate procedures.I. shall comply with the following requirements: a) to establish. (6) The S.S. implement and maintain effective internal reporting and communication of information at all relevant levels of the S.F.F. integrity and confidentiality of information..I.S. (3) To the purposes of compliance with the provisions laid down in paragraph (2).F.F.S.S.S.S. the S. does not and is not likely to prevent those persons from discharging any particular function. shall comply with the organisational requirements referred to herein.I. c) to establish. 63 (1) In providing investment services and activities.I. shall take into account the nature.. implement and maintain an adequate business continuity policy aimed at ensuring.. d) to employ personnel with the skills.F.I. shall establish.F.S. the S. (5) The S.S. and the maintenance of investment services . taking into account the nature of the information in question.I. b) to ensure that the relevant persons in the S. e) to establish.S. g) to ensure that the performance of multiple functions by the relevant persons in the S.F. implement and maintain decision-making procedures and an organisational structure which clearly and in documented manner specifies reporting lines and allocates functions and responsibilities.I.I. implement and maintain adequate internal control mechanisms designed to secure compliance with decisions and procedures at all levels of the S. in the case of an interruption to its systems and procedures.TITLE III – Organisational requirements and rules of conduct Chapter I – Organisational requirements Section 1 – General provisions Art. are aware of the procedures which must be followed for the proper discharge of their responsibilities. (2) For the purposes of the provisions laid down in paragraph (1) the S.F. shall establish.F. the preservation of essential data and functions. implement and maintain systems and procedures that are adequate to safeguard the security.

and activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of its investment services and activities. (7) The S.S.I.F. shall establish, implement and maintain accounting policies and procedures that enable it, at the request of C.N.V.M., to deliver in a timely manner to the competent authority financial reports which reflect a true and fair view of its financial position and which comply with all applicable accounting standards and rules. (8) The S.S.I.F. shall monitor and, on a regular basis, evaluate the adequacy and effectiveness of its systems, internal control mechanisms and arrangements established in accordance with paragraphs (2) to (7), and take appropriate measures to address any deficiencies. Art. 64 An S.S.I.F. shall draw up internal procedures to ensure a sufficient adequate policy for compliance by the firm, its managers, administrators, employees and its business partners with the provisions of Law no. 297/2004 and of this regulation, and which shall include at least the following: a) adequate rules and procedures regarding internal control mechanisms; b) effective rules and procedures for risk assessment and management; c) rules and procedures for the security and control of IT systems in order to ensure confidentiality and the safekeeping of the stored data and information, including their recovery in case of disasters; d) rules and procedures for dealing financial instruments on own account and to the account of related persons, including personal transactions within the meaning of art. 88; e) internal rules and procedures including or not including clients within the category of professional clients in accordance with the provisions of Annex no. 8; f) rules and procedures on the separate recording of client financial instruments and funds; g) rules and procedures on order execution policy; h) rules and procedures on preventing and avoiding conflicts of interest; i) rules and procedures on relations established with clients to the purpose of ensuring that the managers, senior managers, employees and associates of the S.S.I.F., always act in the best interest of the clients, that the former shall not take any advantage of the use of the confidential information they acknowledge, especially where there may be a potential conflict of interest between the S.S.I.F. and the client; j) rules and procedures applicable in the case of the outsourcing of some functions in order to avoid additional operational risk. Outsourcing of important operational functions may not be undertaken in such a way as to impair materially the quality of the internal control of the S.S.I.F. and the ability of C.N.V.M. to monitor compliance by the S.S.I.F. with its obligations. Art. 65 (1) The members of the Board of Directors and the senior managers of the S.S.I.F. shall be responsible for ensuring compliance with the rules and procedures of the S.S.I.F. and

shall be informed on an ongoing basis of the activity of the S.S.I.F., the activity of the compliance department, as well as of the methods employed for the assessment and management of risks. (2) The S.S.I.F. shall be responsible for the conduct and the activity of the persons employed in relation to the performance of the line of business. (3) The members of the Board of Directors and the senior managers of the S.S.I.F. shall ensure maintenance of adequate professional standards and rules of conduct for the personnel of the firm. Art. 66 (1) The S.S.I.F. shall keep, for a period of time of at least 5 years, all the records of the investment services provided and of the transactions undertaken by the firm, so that to enable C.N.V.M. to monitor compliance with the provisions under Law no. 297/2004 and the regulations adopted in its application, and in particular to ascertain that the firm has complied with all obligations with respect to clients or potential clients. (2) The records which set out the rights and obligations of the S.S.I.F. and the client under an agreement to provide services, or the terms on which the S.S.I.F. provides services to the client, shall be retained for at least the duration of the relationship with the client. (3) The records of the S.S.I.F. shall be retained in a medium that allows the storage of information in a way accessible for future reference by C.N.V.M., and in such a form and manner that the following conditions are met: a) ready access and ability to reconstitute each key stage of the processing of each transaction; b) it must be possible for any corrections or other amendments, and the contents of the records prior to such corrections or amendments, to be easily ascertained; c) it must not be possible for the records otherwise to be manipulated or altered. (4) The S.S.I.F. shall maintain at least the records referred to in Annex no. 10. Section 2 – Compliance Art. 67 (1) The S.S.I.F. shall establish a compliance department whose duty shall refer to supervising compliance by the firm and its staff with the legislation in force, regulations of capital market entities and internal procedures, as well as to mitigating the risk of failure by the investment firm to comply with its obligations. (2) The S.S.I.F. shall establish, implement and maintain adequate policies and procedures designed to detect any risk of failure by the firm to comply with its obligations herein, as well as the associated risks, and put in place adequate measures and procedures designed to minimise such risk and to enable C.N.V.M. to exercise its powers effectively.

(3) For the purposes of compliance with the obligations laid down in paragraph (2), the S.S.I.F. shall take into account the nature, scale and complexity of the business of the firm, and the nature and range of investment services and activities undertaken in the course of that business. Art. 68 (1) The S.S.I.F. shall establish and maintain a permanent and effective compliance function which operates independently and which has the following responsibilities: a) to monitor and, on a regular basis, to assess the adequacy and effectiveness of the measures and procedures put in place in accordance with art. 67 paragraph (2), and the actions taken to address any deficiencies in the firm's compliance with its obligations ; b) to advise and assist the relevant persons responsible for carrying out investment services and activities to comply with the obligations of the S.S.I.F. under the provisions herein. (2) Each person employed by the compliance department, hereinafter referred to as compliance officer shall be subject to authorisation by C.N.V.M. and shall be registered with the C.N.V.M. Register. (3) In order to enable the compliance function to discharge its responsibilities properly and independently, the S.S.I.F. shall ensure that the following conditions are satisfied: a) the compliance function must have the necessary authority, resources, expertise and access to all relevant information; b) a compliance officer must be appointed and must be responsible for the compliance function and for any reporting as to compliance required by art. 84 paragraph (3); c) the relevant persons involved in the compliance function must not be involved in the performance of services or activities they monitor; d) the method of determining the remuneration of the relevant persons involved in the compliance function must not compromise their objectivity and must not be likely to do so. (4) However, an S.S.I.F. shall not be required to comply with paragraph (3) point c) or d) if it is able to demonstrate that in view of the nature, scale and complexity of its business, and the nature and range of investment services and activities, the requirements laid down in these provisions are not proportionate and that its compliance function continues to be effective. Art. 69 The S.S.I.F. authorised to provide the investment services referred to in point 1 subparagraph a), b), d) and e) and point 2 sub-paragraph a), c), d) and e) of Annex no. 9 and which shall not deal financial instruments for own account and shall not underwrite securities issues on the basis of a firm commitment shall employ at least one compliance officer and the S.S.I.F. authorised to provide all the investment services referred to in Annex no. 9 shall employ at least two compliance officers.

N. of each compliance officer. or a graduate of economics or legal post-graduation courses. . d) copy of the document in proof of graduating the course for compliance officers. issued by C. e) original legally valid criminal record or its legalised copy.V. the S.R.N. a request drafted in accordance with Annex no. b) to be a graduate of a higher economics or legal education institution. a natural person shall meet the following conditions: a) to be employed by means of an individual employment agreement and discharge compliance responsibilities only within that S. In case the S. 72 (1) To the purpose of authorising the compliance officer. fraud. by means of an interdiction to perform activities on the markets supervised by the former. or its legalised copy. b) copy of the identity document. use of forgery. 71. breach of trust. has more than one compliance officers.V.S.F. N. In case their capital market experience is longer than 5 years.M. account the fee for authorisation and registration with the C. embezzlement.M. h) proof of paying to the C..N. 70 In exercising its duties. the compliance officer shall report directly to the Board of Directors. (2) In cases when the S.I. submits for authorisation more than one person as compliance officer. perjury. immediately informing the managers and the internal auditors of the S. on compliance with the conditions laid down in art.F. Register.I.F. the authorisation request shall be accompanied by the detailed responsibilities of each person within the compliance department.M. or I. including education and professional experience.S.S. as appropriate and minimum 2 years experience on the capital market.I.M.V.F.. as compliance officer.N.N. giving or accepting bribe and for other economic crimes. 71 In order to be authorised by C.B.I. Art. d) not to have been convicted for fraudulent management.M. shall submit to C. higher education courses may be other than economics or legal. c) to have attended preparation courses and graduated the test on the legislation in force organised by the professional training bodies approved by C.V. c) legalised copy of graduation documents.M.M.F.I.V.S. 2B. at least one of them shall have professional experience of at least 2 years. issued no earlier than 15 days prior to the date when the authorisation request has been submitted.N.S..Art. for each person involved. accompanied by the following documents: a) curriculum vitae. g) original statement of accountability drafted in accordance with Annex no..V.S. e) not to have been sanctioned by C. forgery. f) original tax record.C. Art.N..V. 2A.

issued in the name of the firm.M. 73 (1) The authorisation of the compliance officer may be withdrawn under the following conditions: a) at the request of the firm.N..S.V. explanatory documents on the termination or change in the employment relations and the proof of having paid to the C.M. for the withdrawal of the authorisation of the compliance officer no later than on the date when employment relations have been terminated or changed.N. or by its personnel.F.N.S. b) as sanction. and its internal procedures.I. d) to prevent and propose remedial measures in the event of breaches of the laws and regulations in force that are relevant to the capital market. as well as of the internal procedures of the firm by the S. instructions and procedures relevant for the capital market. as well as the reports submitted to C.I. (2) The S.I. of the authorisation of the compliance officer.V. the compliance officer shall be in charge of the following duties: a) to monitor and verify on a regular basis the legal provisions relevant to the activity of the S. 73 paragraph (1) point a). within 15 days from the date when the request has been submitted together with an explanation on the reasons for the request. and its employees with the laws.M. shall request C. as well as with the internal rules and procedures of the firm.V.F. b) to ensure provision of information to the firm and its personnel on the legal framework applicable to capital markets. that person may be authorised in the same position in the name of another firm no earlier than 15 days from the date when the authorisation has been withdrawn.M.I.S.S. account the authorisation withdrawal fee. Art. and capital market entities.N. e) to keep record of all the complaints received from clients and the measures taken for their resolution.V.F.N. regulations. in accordance with Annex no.V. 75 The compliance officer shall perform his activities on the basis of written supervision and compliance procedures. under the conditions laid down in art. 74 Following withdrawal.I.I.F. c) to endorse the documents submitted by the S.S. 2C.Art. to keep record of the deficiencies found. (3) Withdrawal of the authorisation of the compliance officer shall be decided by C. 76 In exercising the responsibilities laid down in art. 68 paragraph (1). Art. to the purpose of obtaining the authorisations referred to in C.N. drafted to the purpose of ensuring compliance by the S.F.S.M. f) to review and endorse the marketing materials of the S. to C. regulations. .M.F.V. Art.

at any times. and keep a record of each complaint and the measures taken for its resolution.F. as well as within any branch. and the decisions made by the persons in charge with taking measures for resolution. f) the date and the measures taken for the resolution of the complaint.V.F.S. (4) The Complaint Register shall be made available to C. where potential client complaint may be readily registered. the compliance officer shall keep a register where he shall record the investigations performed. The Complaint Register shall be made public and shall include at least the following information: a) the identity of the client who submits the complaint and the service provided to which the complaint refers.I. (2) When the compliance officer. upon the latter’s request.I. 78 (1) In exercising the duties referred to in art. to whom the complaints refer or to whom the client has referred to for the provision of the investment service. the regulations in force or the internal procedures have been breached. the senior managers and the internal auditors situations when the legislation. shall establish. Art.S. the former shall inform the Board of . The information included in the Complaint Register shall be centralised within the registered office/head office of the S.g) to ensure the exclusive use by each of the investment agents of the access codes and passwords assigned by capital market entities. the duration of these investigations. 77 (1) The S. the proposals submitted in writing to the Board of Directors/senior managers of the S. e) the damage claimed by the client. d) the facts to which the complaint refers. The term for the resolution of the complaint shall not exceed 30 days from the date when the complaint has been registered.F. becomes aware of potential breaches of the legal framework applicable to the capital market. the findings of the investigations.I. Art.S.N. the period of time to which they refer. on a monthly basis.F.I. 76. (2) The compliance officer shall keep a register within the registered office/head office. implement and maintain effective and transparent procedures for the reasonable and prompt handling of complaints received from retail clients or potential retail clients. b) the identification data of the persons within the S. c) the date of the complaint.F. including the internal procedures of the firm. (3) The compliance officer within each branch shall submit on a monthly basis a copy of the Complaint Register kept by the branch to the registered office/head office of the S.S.I. h) to report to the Board of Directors.S.M. in the course of performing his activities.

Directors/senior managers and the internal auditors of the S.S.S. and its relevant persons with the arrangements.S. b) to adopt effective arrangements. 84 paragraph (3). 80 (1) In the application of art.I. and where appropriate.I. establish and maintain a risk management function that operates independently. (3) In case of infringement of the regulations in force.I. the findings. iii) the adequacy and effectiveness of measures taken to address any deficiencies in those policies. processes and mechanisms or follow such policies and procedures. b) provision of reports and advice to senior management in accordance with art. processes and mechanisms to manage the risks relating to the activities.F.F.S.F. the members of the Board of Directors/senior managers and internal auditors of the S.F.N.M. Section 3 – Risk assessment and management Art.F. processes and mechanisms. the S. the proposals endorsed and the investigation plan approved by the Board of Directors shall be submitted to C.F.F. c) to monitor the following: i) the adequacy and effectiveness of the S. and the capital market entities involved of the findings and the measures taken in this respect. arrangements.S. procedures.S. set the level of risk tolerated by the firm.F. a report on the activity performed.F.M. ii) the level of compliance by the S. including failures by the relevant persons to comply with such arrangements.N. scale and complexity of its business and the nature and range of the investment services and activities undertaken in the course of that business.V. no later than 1 March.I. the investigations conducted. 79 At the end of each year. 64 point b) on risk management. . the compliance department shall submit to the Board of Directors of the S.I.S. Art. shall notify as soon as possible C.'s risk management policies and procedures.V. processes and systems of the S.S. where appropriate and proportionate in view of the nature. the proposals submitted and the investigation schedule/plan for the coming year. This function shall carry out the following tasks: a) implementation of the policy and procedures referred to in paragraph (1).I. processes and mechanisms adopted in accordance with point b). no later than 31 January of the following year. implement and maintain adequate risk management policies and procedures which identify the risks relating to the activities. (2) The S.I. shall take the following actions: a) to establish.I. processes and systems of the S. The report.S.I. in light of that level of risk tolerance. shall.

of the replacement of the person appointed to exercise the internal audit function within three days from the date of his replacement together with the curriculum vitae of the newly-appointed person. 82 The S. Section 5 – Senior managers Art.I. scale and complexity of its business and the nature and range of investment services and activities undertaken in the course of that business. chooses not to maintain a risk management function that operates independently.N. in view of the scale of its business.S. it must nevertheless be able to demonstrate that the policies and procedures which it is has adopted in accordance with paragraph (2) satisfy the requirements of that paragraph and are consistently effective. 81 (1) The senior managers of the S.S.F. shall.F. Section 4 – Internal audit Art.F.. where appropriate and proportionate in view of the nature.N.S. on the replacement of the person in charge with the risk management function within three days from the day of his replacement together with the curriculum vitae of the newly-appointed person. Art.S. (d) to report in relation to internal audit matters in accordance with art.S.I.I. (b) to issue recommendations based on the result of work carried out in accordance with point (a). . internal control mechanisms and arrangements of the S. shall notify C. with its obligations in accordance with the provisions herein. implement and maintain an audit plan to examine and evaluate the adequacy and effectiveness of the systems.V.I.I.S.F.I. and which has the following responsibilities: (a) to establish.F.I.F. (c) to verify compliance with the recommendations referred to in point b). the compliance officer may exercise the risk management function as well. shall ensure that the persons appointed as senior managers and members of the Board of Directors are responsible for compliance by the S. shall notify C. Art.I.M. 84 (1) The S.S. establish and maintain an internal audit function which is separate and independent from the other functions and activities of the S. (2) When the risk management function is not independently exercised.F.M.V.F.(3) Where S.I. (3) The S. 83 The S. 84 paragraph (3). shall ensure that the person appointed to be in charge with the risk assessment and management function has graduated from a higher education institution and. has enough experience to perform the duties set out herein. as appropriate.F.S.S..

including the provision of legal advice to the firm. in particular.F.S. 85 (1) For the purposes of art. with the conditions and obligations of its authorisation or its other obligations under the provisions herein. towards its clients under the terms herein must not be altered.F. and other services which do not form part of the investment business of the S.I.S.F. must not be undermined. outsources critical or important operational functions or any investment services or activities. 86 (1) When the S.F.I.S.I.(2) Senior managers and members of the Board of Directors shall assess and verify on a regular basis the effectiveness of policies. with the following conditions: a) the outsourcing must not result in the delegation by senior management of its responsibility.F.I. and to remain so.F.F.I. c) the conditions with which the S.I. billing services and the security of the S. or its financial performance.’s authorisation was granted must be removed or modified.S. shall ensure that the persons appointed as senior managers and members of the Board of Directors receive on a regular basis and at least annually the written reports referred to in Section 2.S.I.. Section 6 – Outsourcing of investment services and/or activities Art.S.I.S. d) none of the other conditions subject to which the S.F. indicating in particular whether appropriate remedial measures have been taken in the event of any deficiencies. of advisory services. Art.. the following functions shall not be considered as critical or important for the purposes of paragraph (1): a) the provision to the S. 64 point j). the training of the personnel of the S. it shall remain fully responsible for discharging all its obligations herein and comply. (2) Without prejudice to the status of any other function. (3) The S. an operational function shall be regarded as critical or important if a defect or failure in its performance would materially impair the continuing compliance of an S.I. 297/2004. accordingly. measures and procedures in force implemented to the purpose of compliance with the obligations laid down in accordance with the provisions herein and shall decide on remedial measures.S. b) the purchase of standardised services.S. or the soundness or the continuity of its investment services and activities. . 3 and 4 of this Chapter.'s premises and personnel.F. b) the relationship and obligations of the S.S. (4) The members of the Board of Directors shall supervise the senior managers of the S.I.S. must comply in order to be authorised in accordance with art.F. including market information services and the provision of price feeds.I.F. 8 paragraph (1) of Law no.

services or activities reliably and professionally.N.F.S.(2) The S.S. and C. and to this end the S.I. i) the S.M. in connection with the outsourced activities. where the S.F. g) the S.I.I. (5) For the purposes of this article and of art.I. . as well as to the business premises of the service provider. and any authorisation required by law to perform the outsourced functions. must be able to terminate the arrangement for outsourcing where necessary without detriment to the continuity and quality of its provision of services to clients. the S. and of the service provider shall be clearly allocated and set out in a written agreement. managing or terminating any arrangement for the outsourcing to a service provider of critical or important operational functions or of any investment services or activities. j) the service provider must protect any confidential information relating to the S.V.I.S. h) the service provider must cooperate with C.S.N. capacity. must be able to exercise those rights of access. and the service provider must establish.S. and the service provider are members of the same group. and adequately manage the risks associated with the outsourcing. (4) The rights and obligations of the S.S.M.S.I. shall exercise due skill.I.I. and C. 87. k) the S. and other relevant competent authorities must have effective access to data related to the outsourced activities. f) the service provider must disclose to the S. if it appears that the service provider may not be carrying out the functions effectively and in compliance with applicable laws and regulatory requirements.S.F.F. and its clients. b) the service provider must carry out the outsourced services effectively. where that is necessary having regard to the function. c) the service provider must properly supervise the carrying out of the outsourced functions. must retain the necessary expertise to supervise the outsourced functions effectively and manage the risks associated with the outsourcing and must supervise those functions and manage those risks.M. its auditors.F.V.I.F.S.F. implement and maintain a contingency plan for disaster recovery and periodic testing of backup facilities. service or activity that has been outsourced.S.S.I. any development that may have a material impact on its ability to carry out the outsourced functions effectively and in compliance with applicable laws and regulatory requirements. must establish methods for assessing the standard of performance of the service provider.S. (3) The S.N. may take into account the extent to which the former controls the service provider or has the ability to influence its activity. shall in particular take the necessary steps to ensure that the following conditions are satisfied: a) the service provider must have the ability.V.F. care and diligence when entering into.I.I.F..F.I.S.F. e) the S.F.. d) appropriate action must be taken by the S.F.

N.S. (4) Nothing in paragraphs (1) to (3) shall limit the obligations on an S.M. would not.M.F gives prior notification to C. (5) C. 86.V.F.V. b) there must be an appropriate cooperation agreement between C. to comply with the requirements in art.(6) The S.M. and the supervisory authority of the service provider. may outsource investment services to a service provider located in a non-Member State only if the S. 88 For the purposes of this regulation. Chapter II – Operational requirements Section 1 – Personal transactions Art. where at least one of the following criteria are met: a) that relevant person is acting outside the scope of the activities he carries out in that capacity.N.V.F.M. shall publish on its website a statement of policy in relation to outsourcing covered by paragraph (2).F.V. (3) C. does not object to that arrangements within a reasonable time following receipt of that notification. shall publish a list of the supervisory authorities in non-Member States with which the former has cooperation agreements that are appropriate for the purposes of paragraph (1) point b).S. an S. personal transaction means a trade in a financial instrument effected by or on behalf of a relevant person. shall ensure that in addition to the requirements set out in art.N.I. about the outsourcing arrangements and C.N.V. or would be likely not to. .I.V. which outsources the investment service of portfolio management provided to retail clients to a service provider located in a non-Member State.M.S. object to an outsourcing under paragraph (2) where one or both of the conditions in paragraph (1) point a) and b) are not met. the following conditions are satisfied: a) the service provider must be authorised or registered in its home country to provide that service and must be subject to prudential supervision.S.I. 87 (1) The S.I. all information necessary to enable the latter to supervise the compliance of the performance of the outsourced activities with the requirements herein.F. (2) Where one or both of the conditions mentioned in paragraph (1) are not satisfied.I.V. b) the trade is carried out for the account of any of the following persons: i) the relevant person. 86.N. That statement shall set out examples of cases where C. Art. shall make available at the request of C.S.N.M.M.N.

In the case of outsourcing arrangements the S.I. c) without prejudice to art.F.I. 89 (1) The S. 297/2004. any other person to enter into a transaction in financial instruments which. other than in the proper course of his employment or contract for services.F. in accordance with paragraph (1).F. iii) it conflicts or is likely to conflict with an obligation of the S. 297/2004 or to other confidential information relating to clients or transactions with or for clients by virtue of an activity carried out by him on behalf of the S.I.I. iii) a person whose relationship with the relevant person is such that the relevant person has a direct or indirect material interest in the outcome of the trade. 246 point a) of Law no.S.S. under the provisions herein. Art. to identify such transactions. 101 paragraph (2) point a) or b) or by art. disclosing.ii) any person with whom he has a family relationship. must ensure that the firm to which the activity is outsourced maintains a record of . other than in the normal course of his employment or contract for services. or reasonably ought to know.F. ii) it involves the misuse or improper disclosure of that confidential information. that as a result of that disclosure that other person will or would be likely to take either of the following steps: i) to enter into a transaction in financial instruments which. if a personal transaction of the relevant person. 142 paragraph 3) .: a) entering into a personal transaction which meets at least one of the following criteria: i) that person is prohibited from entering into it under the provisions regarding market abuse.S. shall establish.S. would be covered by art. would be covered by art. 142 paragraph 3). other than a fee or commission for the execution of the transaction. and of the measures established by the S. b) the S. if a personal transaction of the relevant person. (2) and (4) of Law no. b) advising or procuring.I. ii) to advise or procure another person to enter into such a transaction. implement and maintain adequate arrangements aimed at preventing the following activities in the case of any relevant person who is involved in activities that may give rise to a conflict of interest.I. is informed promptly of any personal transaction entered into by a relevant person. in connection with personal transactions and disclosure. 244 paragraph (1). or with whom he has close links.S.S.I. (2) The arrangements required under paragraph (1) must in particular be designed to ensure that: a) each relevant person covered by paragraph (1) is aware of the restrictions on personal transactions. 101 paragraph (2) point a) or b) or by art.F. or who has access to inside information within the meaning of art.F. either by notification of that transaction or by other procedures enabling the S.S.F. any information or opinion to any other person if the relevant person knows.

S. including any authorisation/approval or prohibition in connection with such a transactions. where the relevant person and any other person for whose account the transactions are effected are not involved in the management of that undertaking. or identified by it. b) not to make use of any of the financial instruments held on behalf of their clients or of their associated rights and not to transfer these instruments without the express consent of their clients.I. shall separately record in its accounting system the funds belonging to its clients and shall use with the settlement bank an account opened in its own name and an account opened on behalf of its clients. promptly on request.I. 90 (1) The S.s shall. Section 2 – Safekeeping client assets Art.personal transactions entered into by any relevant person and provides that information to the S.S.F. under any conditions. c) to return to its clients. authorised to provide the investment services referred to in point 2 subparagraph a) of Annex no.F. shall not act in such a way so that to endanger or shall not be deemed to endanger or cause to endanger the funds and/or the financial instruments of its clients or the regulated market where it deals and shall ensure that its investment agents and other employees shall not act as such. c) a record is kept of the personal transaction notified to the S. meet the following requirements: a) to ensure the safekeeping of the financial instruments held on behalf of their clients.S.S.F.F.F. 9 shall be responsible for the payments and settlements in connection with the financial instruments belonging to its clients.S. (3) The provisions of paragraphs (1) and (2) shall not apply to the following kinds of personal transaction: a) personal transactions effected under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio manager and the relevant person or other person for whose account the transaction is executed. At the same time. the financial instruments of its clients shall be recorded in separate accounts from the accounts of the S.F.S.I.S.I.F. (2) The S. (4) The S. b) personal transactions in units in collective undertakings that comply with the conditions necessary to enjoy the rights conferred by community law or are subject to supervision under the law of a Member State which requires an equivalent level of risk spreading in their assets.I. (3) S.I. at the latter’s request. .I. the financial instruments and funds held on their behalf.

Art. 91 (1) For the purposes of safeguarding clients’ rights in relation to financial instruments and funds belonging to them, the S.S.I.F. shall comply with the following requirements: a) it must keep such records and accounts as are necessary to enable it at any time and without delay to distinguish assets held for one client from assets held for any other client, and from its own assets; b) it must maintain its records and accounts in a way that ensures their accuracy, and in particular their correspondence to the financial instruments and funds held for clients; c) it must conduct, on a regular basis, reconciliations between its internal accounts and records and those of any third parties by whom those assets are held; d) it must take the necessary steps to ensure that any client financial instruments deposited with a third party, in accordance with art. 92, are identified separately from the financial instruments belonging to the S.S.I.F. and from financial instruments belonging to that third party, by means of differently titled accounts on the books of the third party or other equivalent measures that achieve the same level of protection; e) it must take the necessary steps to ensure that client funds deposited, in accordance with art. 93, in a central bank, a credit institution or a bank authorised in a non-Member State or a qualifying money market fund are held in an account or accounts identified separately from any accounts used to hold funds belonging to the S.S.I.F.; f) it must introduce adequate organisational arrangements to minimise the risk of the loss or diminution of client assets, or of rights in connection with those assets, as a result of misuse of the assets, fraud, poor administration, inadequate record-keeping or negligence. (2) If, for reasons of the applicable law, including in particular the law relating to property or insolvency (Law no. 85/2006 on insolvency proceedings), the arrangements made by S.S.I.F. in compliance with paragraph (1) to safeguard clients’ rights are not sufficient to satisfy the requirements of art. 24 paragraph (1) point b) and c) of Law no. 297/2004, C.N.V.M. shall prescribe the measures that the S.S.I.F. must take in order to comply with those obligations. (3) If the applicable law of the jurisdiction in which the client funds or financial instruments are held prevents S.S.I.F. from complying with paragraph (1) point d) or e), C.N.V.M shall prescribe requirements which have an equivalent effect in terms of safeguarding clients’ rights. Art. 92 (1) S.S.I.F. shall deposit financial instruments held by it on behalf of its clients into an account or accounts opened with a third party provided that the S.S.I.F. exercise all due skill, care and diligence in the selection, appointment and periodic review of the third party and of the arrangements for the holding and safekeeping of those financial instruments. (2) For the purposes of paragraph (1), S.S.I.F. shall take into account the expertise and market reputation of the third party as well as any legal requirements or market practices

related to the holding of those financial instruments that could adversely affect clients’ rights. (3) If the safekeeping of financial instruments for the account of another person is subject to specific regulation and supervision in a jurisdiction where an S.S.I.F. proposes to deposit client financial instruments with a third party, the S.S.I.F. shall not deposit those financial instruments in that jurisdiction with a third party which is not subject to such regulation and supervision. (4) S.S.I.F. shall not deposit financial instruments held on behalf of clients with a third party in a non-Member State that does not regulate the holding and safekeeping of financial instruments for the account of another person unless one of the following conditions is met: a) the nature of the financial instruments or of the investment services connected with those instruments requires them to be deposited with a third party in that non-Member State; b) where the financial instruments are held on behalf of a professional client, that client requests the firm in writing to deposit them with a third party in that non-Member State. Art. 93 (1) S.S.I.F., on receiving any client funds, shall promptly place those funds into one or more accounts opened with any of the following: a) a central bank; b) a credit institution authorised in accordance with community law; c) a bank authorised in a non-Member State; d) a qualifying money market fund. (2) Paragraph (1) shall not apply to a credit institution authorised under Government Emergency Ordinance no. 99/2006 on credit institutions and capital adequacy in relation to deposits within the meaning of that Ordinance held by that institution. (3) For the purposes of paragraph (1) point d) and of art. 91 paragraph (1) point e), a qualifying money market fund means a collective investment undertaking authorised under community law or which is subject to supervision and, if applicable, authorised by an authority under the national law of a Member State, and which satisfies the following conditions: a) its primary investment objective must be to maintain the net asset value of the undertaking either constant at par (net of earnings), or at the value of the investors’ initial capital plus earnings; b) it must, with a view to achieving that primary investment objective, invest exclusively in high quality money market instruments with a maturity or residual maturity of no more than 397 days, or regular yield adjustments consistent with such a maturity, and with a weighted average maturity of 60 days. It may also achieve this objective by investing on an ancillary basis in deposits with credit institutions; c) it must provide liquidity through same day or next day settlement.

(4) For the purposes of paragraph (3) point b), a money market instrument shall be considered to be of high quality if it has been awarded the highest available credit rating by each competent rating agency which has rated that instrument. An instrument that is not rated by any competent rating agency shall not be considered to be of high quality. (5) For the purposes of paragraph (4), a rating agency shall be considered to be competent if it issues credit ratings in respect of money market funds regularly and on a professional basis and is an eligible ECAI within the meaning of art. 6 paragraph (1) of Regulation of CNVM and BNR (i.e. the National Bank of Romania) no. 14/19/2006 on the treatment of credit risk with respect to credit institutions and investment firms in accordance with the standardised approach. (6) Where S.S.I.F. does not deposit client funds with a central bank, it shall exercise all due skill, care and diligence in the selection, appointment and periodic review of the credit institution, bank or money market fund where the funds are placed and the arrangements for the holding of those funds. (7) S.S.I.F. shall take into account the expertise and market reputation of such institutions or money market funds with a view to ensuring the protection of clients’ rights, as well as any legal or regulatory requirements or market practices related to the holding of client funds that could adversely affect clients’ rights. (8) Clients shall have the right to oppose the placement of their funds in a qualifying money market fund. Art. 94 (1) S.S.I.F. shall not enter into arrangements for securities financing transactions in respect of financial instruments held by it on behalf of a client, or otherwise use such financial instruments for its own account or the account of another client of the S.S.I.F., unless the following conditions are met: a) the client must have given his prior express consent to the use of the instruments on specified terms, as evidenced, in the case of a retail client, by his signature or equivalent alternative mechanism; b) the use of that client's financial instruments must be restricted to the specified terms to which the client consents. (2) S.S.I.F. shall not enter into arrangements for securities financing transactions in respect of financial instruments which are held on behalf of a client in an omnibus account maintained by a third party, or otherwise use financial instruments held in such an account for its own account or for the account of another client unless, in addition to the conditions set out in paragraph (1), at least one of the following conditions is met: a) each client whose financial instruments are held together in an omnibus account must have given prior express consent in accordance with paragraph (1) point a); b) the S.S.I.F. must have in place systems and controls which ensure that only financial instruments belonging to clients who have given prior express consent in accordance with paragraph (1) point a) are so used.

I. goods or services.S.F.I. a relevant person. 97 (1) S.S. is or should be aware.S.F. or that person carries on the same business as the client. shall ensure that its external auditors report at least annually to C.F. is in any of the following situations.I. or avoid a financial loss. employees or agents. which may give rise to a .S. at the expense of the client.S.I. on the adequacy of the firm's arrangements under art.N. implement and maintain an effective conflicts of interest policy set out in writing and appropriate to the size and organisation of the firm and the nature. including its administrators. Section 3 – Conflicts of interest Art. is a member of a group.F. shall take into account.F. 96 (1) An S.I.F.S. (2) Where the S.I.S. or that person receives or will receive from a person other than the client an inducement in relation to a service provided to the client.F.I.I.F.F.S. Art..S. the policy must also take into account any circumstances. b) the S.I.F.S. or combinations thereof are identified and then prevented and managed so that the clients interests should not be affected. 297/2004 and this Section.S. 24 paragraph (1) point b) and c) of Law no. S.(3) The records of the S. or that person is likely to make a financial gain. whether as a result of providing investment or ancillary services or investment activities or otherwise: a) the S. of which the S. or a person directly or indirectly linked by control to the S. other than the standard commission or fee for that service. 95 S. or any person directly or indirectly linked to the firm by control and the firm’s clients or between one client and another.I.F. c) the S.I. in the form of monies. shall establish. (2) For the purposes of identifying the types of conflict of interest that arise in the course of providing investment and ancillary services or a combination thereof and whose existence may damage the interests of a client. Art. shall include details of the client on whose instructions the use of the financial instruments has been effected.S. as well as the number of financial instruments used belonging to each client who has given his consent. the question of whether the S. e) the S. or that person has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client.F. so as to enable the correct allocation of any loss.S.F.M.F.S. which is distinct from the client's interest in that outcome. or that person has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client..I.V. d) the S. shall take all reasonable steps to ensure that conflicts of interest between the firm.I. scale and complexity of its business.I. by way of minimum criteria.

I. and to the materiality of the risk of damage to the interests of clients. c) the removal of any direct link between the remuneration of relevant persons principally engaged in one activity and the remuneration of. or revenues generated by. with reference to the specific investment services and activities and ancillary services carried out by the S. S.F.S.S. b) it must specify procedures to be followed and measures to be adopted in order to manage such conflicts. shall adopt such alternative or additional measures and procedures as are necessary and appropriate for those purposes.I. the circumstances which constitute or may give rise to a conflict of interest entailing a material risk of damage to the interests of one or more clients. (5) For the purposes of paragraph (3) point (b). the procedures to be followed and measures to be adopted shall include the following necessary and appropriate requirements to ensure the degree of independence of the S..F. (3) The conflicts of interest policy established in accordance with paragraph (1) and (2) shall include the following content: a) it must identify. (6) If the adoption or the practice of one or more of the measures and procedures laid down in paragraph (3) does not ensure the requisite degree of independence.F. clients whose interests may conflict.I. including those of the S.S. e) measures to prevent or control the simultaneous or sequential involvement of a relevant person in the investment or ancillary services or activities where such involvement may impair the proper management of conflicts of interest. b) the separate supervision of relevant persons whose principal functions involve carrying out activities on behalf of. d) measures to prevent or limit any person from exercising inappropriate influence over the way in which a relevant person carries out investment or ancillary services or activities. or who otherwise represent different interests that may conflict. (4) The procedures and measures provided for in paragraph (3) point b) are designed to ensure that relevant persons engaged in different business activities involving a conflict of interest of the kind specified in paragraph (3) point a) carry on those activities at a level of independence appropriate to the size and activities of the S.S. and of the group to which it belongs.I.F: a) effective procedures to prevent or control the exchange of information between relevant persons engaged in activities involving a risk of a conflict of interest where the exchange of that information may harm the interests of one or more clients..F. on behalf of its clients or on behalf of it. different relevant persons principally engaged in another activity.S.I. or providing services to. where a conflict of interest may arise in relation to those activities. .conflict of interest arising as a result of the structure and business activities of other members of the group.

taking into account the nature of the client. execution and supervision activities shall be separated.S. 99 S. to enable that client to take an informed decision with respect to the investment or ancillary service in the context of which the conflict of interest arises. unless the S.F. Art. as well as of files and databases. shall be designed so that to ensure the following minimum requirements: a) the specialised departments and the personnel involved shall keep the confidentiality of any information they become aware in the course of their business. executed or pending execution.F. c) decision. f) non-transferable access codes and/or personal passwords shall be assigned to each category of personnel and to senior managers. shall clearly disclose the nature and sources of conflicts of interest to the client before undertaking business on its behalf.S. (3) Disclosure to clients. also taking into account the interests derived from transactions within the group where it belongs.S.I.I. the S. e) information system security and control mechanisms shall be in place to ensure the confidentiality and safekeeping of the data and information stored. (2) Where organisational or administrative arrangements made by the investment firm to manage conflicts of interest are not sufficient to ensure that risks of damage to client interests will be prevented.F. 98 (1) The internal organisation of an S. cancelled. on its own account.F.S.F. provided that communication is made by telephone. on magnetic tape.S.I.I.I.S. The data stored shall include at least the following: orders introduced. in which a . especially information which has not yet become public and which may influence prices on the market. pursuant to paragraph (2) shall be made in a durable medium and includes sufficient detail.F.F. to the account of relevant persons or to the account of third parties or interested clients. shall not provide investment services as counterparty to the client or on behalf of the client in relation to which a conflict of interest is either directly or indirectly present. shall keep and regularly update a record of the kinds of investment or ancillary service or investment activity carried out by or on behalf of the S. Disclosure of information to the client and the latter’s consent shall be recorded by the S.I.Art. (4) When conflicts of interest cannot be avoided or managed in accordance with its independent internal policy. d) the main duties shall be separated so that to avoid the carrying out by the same person of duties which may result in errors that are difficult to trace or activities that are susceptible of abuse and that expose the firm or its clients to risk.I.I.F. has disclosed to its client in advance the nature and scope of its interest either in writing or by telephone and only if the client has agreed to conclude a transaction under the conditions therein.S. changed. the S.S. b) any of the information within the meaning of point a) shall not be used in the transactions carried out by the S.

other than as market makers acting in good faith and in the ordinary course of market making or in the execution of an unsolicited client order. in financial instruments to which investment research relates.I. that produces or disseminates the recommendation shall ensure that it is clearly identified as such. 15/2006 on recommendations regarding investments in financial instruments but relating to financial instruments.S.S. investment research that is intended or likely to be subsequently disseminated to clients of the firm or to the public.F. including the S. covered by paragraph (1) shall have in place measures and procedures designed to ensure that the following conditions are satisfied: a) financial analysts and other relevant persons must not undertake personal transactions or trade. shall also ensure that any such recommendation contains a clear and prominent statement that it has not been prepared in accordance with legal requirements designed to promote the independence of investment research. Any S. which produces. (2) A recommendation of the type covered by art.F. the S. The oral recommendation shall also include a statement having the same meaning. Regulation no. including any opinion as to the present or future value or price of such instruments. investment research means research or other information recommending or suggesting an investment strategy.F. b) if the recommendations in question were made by an S. under its own responsibility or that of a member of its group.I.I. or in any related financial instruments. or is otherwise presented as an objective or independent explanation of the matters contained in the recommendation. (3) For the purposes of paragraph (2).M. and in relation to which the following conditions are met: a) it is labelled or described as investment research or in similar terms. Section 4 – Investment research Art. concerning one or several financial instruments or the issuers of financial instruments.conflict of interest entailing a material risk of damage to the interests of one or more clients has arisen or. or arranges for the production of.S. and that it is not subject to any prohibition on dealing ahead of the dissemination of investment research. shall ensure the implementation of all the measures set out in art. on behalf of any other person. that does not meet the conditions set out in paragraph (1) shall be treated as marketing communication. in the case of an ongoing service or activity. 2 point j).I. with knowledge of the likely timing or . 97 paragraph (4).F.S. explicitly or implicitly. 100 (1) For the purposes of this Section. intended for distribution channels or for the public.S.I. 2 paragraph (2) point a) of C. (2) S.F. may arise. Art..N. (5) and (6) in relation to the financial analysts involved in the production of the investment research and other relevant persons whose responsibilities or business interests may conflict with the interests of the persons to whom the investment research is disseminated.I. it would not constitute the provision of investment advice within the meaning of art.S. to a client.F.V. 101 (1) S.

related financial instrument means a financial instrument the price of which is closely affected by price movements in another financial instrument which is the subject of investment research. financial analysts. if the draft includes a recommendation or a target price. and any other persons must not before the dissemination of investment research be permitted to review a draft of the investment research for the purpose of verifying the accuracy of factual statements made in that research.S. d) the S.F.S. and other relevant persons involved in the production of the investment research must not promise issuers favourable research coverage.I. Section 5 –Inducements Art.I.S. or has established a policy setting such requirements. e) issuers. except in exceptional circumstances and with the prior approval of a member of the S.S. (3) For the purposes of paragraph (2). c) the S.F.I. does not substantially alter the recommendations within the investment research. b) the S.S.'s legal or compliance function. or for any other purpose other than verifying compliance with the S. shall act so that to ensure equal treatment to its clients.I.F.. b) in circumstances not covered by point (a). d) the S.I. c) the S.F authorized to provide investment services and/or ancillary services shall act honestly.F.I. and includes a derivative on that other financial instrument. (2) The S. . and other relevant persons involved in the production of the investment research must not accept inducements from those with a material interest in the subject-matter of the investment research. 102 (1) The S. contrary to current recommendations.F.I. financial analysts and any other relevant persons involved in the production of investment research must not undertake personal transactions in financial instruments to which the investment research relates.content of that investment research which is not publicly available or available to clients and cannot readily be inferred from information that is so available. financial analysts. (4) The S. or in any related financial instruments. does not present the investment research as having been produced by it.S.I.S.S.S. fairly and professionally in accordance with the best interests of its clients and comply with the principles set out in this Title.S.'s legal obligations. relevant persons other than financial analysts..F.I.F.S.I. verifies that the producer of the research is subject to requirements equivalent to the requirements under this Regulation in relation to the production of that research. belongs.F. until the recipients of the investment research have had a reasonable opportunity to act on it.I.F.F.s which disseminates investment research produced by another person to the public or to clients shall be exempted from complying with paragraph (1) if the following criteria are met: a) the person that produces the investment research is not a member of the group to which the S.

specifically chooses the provision of the information in that other medium. 114 paragraph (2). provided that it undertakes to disclose further details at the request of the client and provided that it honours that undertaking. by their nature. (2) For the purposes of paragraph (1) sub-paragraph b) point i).F.F.F. in a manner that is comprehensive. 118. commission or any other benefit paid or provided to or by a third party or a person acting on behalf of a third party. c) proper fees which enable or are necessary for the provision of investment services. commission or benefit. carried on. accurate and understandable. shall provide that information in a durable medium other than on paper only if: a) the provision of that information in that medium is appropriate to the context in which the business between the S. art. 119 and art. or is to be. must be clearly disclosed to the client. the following conditions shall be satisfied: . shall disclose the essential terms of the arrangements relating to the fee. commission or any other benefit paid or provided to or by the client or a person on behalf of the client.I. 116. prior to the provision of the relevant investment or ancillary service. art.I.S. art.F. other than the following: a) a fee.S.S.I.Art. the method of calculating that amount.I. it pays or is paid any fee or commission.F.I. the S. 138 paragraph (3) and (4). settlement and exchange fees. when offered the choice between information on paper or in that other durable medium. commission or non-monetary benefit in summary form. fairly and professionally in accordance with the best interests of its clients. 110 paragraph (2) and (3). cannot give rise to conflicts with the S. (2) Where. in relation to the provision of an investment or ancillary service to the client.F. Chapter III – Documents. and b) the person to whom the information is to be provided. fairly and professionally in accordance with the best interests of a client if.S. regulatory levies or legal fees. b) a fee. when information is required to be provided in a durable medium. pursuant to art. art. provides information to a client by means of a website and that information is not addressed personally to the client. ii) the payment of the fee or commission.S. 103 (1) S.'s duty to act in the best interests of the client. and which. art.S. shall not be regarded as acting honestly. or the provision of other benefit must be designed to enhance the quality of the relevant service to the client and not impair compliance with the S. or. such as custody costs. where the following conditions are satisfied: i) the existence. S. an S. nature and amount of the fee.I. or provides or is provided with any other benefit. 104 (1) For the purposes of this Regulation. where the amount cannot be ascertained. and the client is.F. information and reports in connection to clients and potential clients Section 1 – General provisions Art. 109.I.S.'s duties to act honestly.

and the client is. b) the sources of the information used for the comparison must be specified.F. a financial index or an investment service. or financial instrument without also giving a fair and prominent indication of any relevant risks b) it shall be sufficient for. (3) Where the information compares investment or ancillary services. or is to be. or disseminate in such a way that it is likely to be received by retail clients. financial instruments. c) the key facts and assumptions used to make the comparison must be included. statements or warnings. the following conditions shall be satisfied: a) the comparison must be meaningful and presented in a fair and balanced way. and shall comply with the following requirements: a) it shall be accurate and in particular shall not emphasise any potential benefits of an S. d) the information must be up to date. or the investment service has been provided if the .F. (2) The information referred to in paragraph (1) shall include the name of the S. e) the information must be accessible continuously by means of that website for such period of time as the client may reasonably need to inspect it.S. b) the information must include appropriate performance information which covers: i) the immediately preceding 5 years. carried on.S. the financial index has been established. and presented in a way that is likely to be understood by. or by whom it is likely to be received. c) the client must be notified electronically of the address of the website. they address to. the provision of information by means of electronic communications shall be treated as appropriate to the context in which the business between the firm and the client is.I. including marketing communications. (3) For the purposes of this Article. the following conditions shall be satisfied: a) that indication must not be the most prominent feature of the communication.F. (4) Where the information contains an indication of past performance of a financial instrument.a) the provision of that information in that medium is appropriate to the context in which the business between the S. carried on if there is evidence that the client has regular access to the internet. The provision by the client of an e-mail address for the purposes of the carrying on of that business shall be treated as such evidence. diminish or obscure important items.I. 105 (1) S.S. or ii) the whole period for which the financial instrument has been offered.I. the average member of the group to whom it is directed.F.S. Art. or is to be. b) the client must specifically consent to the provision of that information in that form. and the place on the website where the information may be accessed. satisfies the conditions laid down in paragraphs (2) to (8).’s shall ensure that all information. c) it shall not disguise.I. or persons providing investment or ancillary services.

c) where the information is based on gross performance. c) in every case that performance information must be based on complete 12-month periods. the following conditions shall be satisfied: a) the information must not be based on or refer to simulated past performance. iii) such longer period as the S. the effect of commissions. shall inform clients in a durable medium about any right that client may request it.F. 106 (1) S.S. may decide. fees or other charges must be disclosed.I. together with a warning that the return may increase or decrease as a result of currency fluctuations. the conditions set out in points a) to (c). it must relate to a financial instrument or a financial index. Art.I. d) the reference period and the source of information must be clearly stated.I. b) the information must be based on reasonable data supported by other objective. fees or other charges must be disclosed. and the following conditions shall be satisfied: a) the simulated past performance must be based on the actual past performance of one or more financial instruments or financial indices which are the same as the financial instrument concerned. (5) Where the information includes or refers to simulated past performance.S. (7) Where the information refers to a particular tax treatment. f) where the indication relies on figures denominated in a currency other than that of the Member State in which the retail client or potential retail client is resident. b) in respect of the actual past performance referred to in point a). the currency must be clearly stated.reference period is less than five years. . d) the information must contain a clear warning that such forecasts are not a reliable indicator of future performance.F.S. (6) Where the information contains indication on future performance. c) the information must contain a clear warning that the figures which refer to simulated past performance and that past performance is not a reliable indicator of future performance. e) the information must contain a prominent warning that the figures refer to the past and that past performance is not a reliable indicator of future results. (8) The information shall not use the name of any competent authority in such a way that would indicate or suggest endorsement or approval by that authority of the products or services of the S.F. it shall prominently state that the tax treatment depends on the individual circumstances of each client and may be subject to change in the future. g) where the indication is based on gross performance. the effect of commissions. (e) and f) of paragraph (4) must be complied with.

I. the latter shall make available to the client all the information on the financial instruments in connection to the investment and shall inform the client that past performance is not a clear indication of future performance. d) the price or the price range for which the recommendation was made.I. shall take into account: a) the urgency of a given situation. through its personnel.I.. may publish and disseminate materials which make no specific recommendations but include only a list of all the recommendations made in the past. . The list shall include the following items: a) the name of each financial instrument recommended. either on its own initiative or at the request of the client concerned shall: a) treat as a professional or retail client a client that might otherwise be classified as an eligible counterparty pursuant to art.F..S. (3) To the purpose of timely communication of information. shall not provide in any way guarantees for the performance of that financial instrument. (2) The S.F.S.(2) S.F. (2) The S. b) the time required for a client to perceive and react to the information communicated.S.F.I.I. (5) The S.I. (4) The content and the purpose for the communication shall be easily understood and the relevant data shall be clearly noticed.S. to make investment decisions. the S. Art.F. the investment strategy envisaged and their portfolio. 107 (1) The information communicated by the S. Art. c) the price or price range at the time when the recommendation was made.F.S.S.F. to clients shall allow the latter.I. shall communicate the necessary information to allow clients to make informed investment decisions. may make recommendations in connection to the transactions of its clients and potential clients only if it holds financial analyses and other documents available to the public in connection to the financial instrument subject to recommendation. b) treat as a retail client a client that is considered as a professional client pursuant to art. on the basis of this information. react promptly to current or potential losses and decide on the correlation between their objective.I.S.F.. 1 of Annex no. 146 paragraph (1) and (3). The S. b) the date and nature of the recommendation (for example: acquisition or sale). c) the contractual terms agreed by the client.S. 8. 108 (1) When a transactions is recommended by an S.

F.I.S. art.I.F. art. art. b) in any case where art.S.S. 110 paragraph (2) and (3). 118 and art. shall ensure that information contained in a marketing communication is consistent with any other information the firm provides to clients in the course of carrying on investment and ancillary services. Art. That notification shall be given in a durable medium if the information to which it relates is given in a durable medium.I. shall notify a client in good time about any change to the information provided under art. the S. 171 does not otherwise apply. 114 paragraph (2). art. shall provide professional clients with the information referred to in art. 104 paragraph (2) are satisfied. shall provide the information required under paragraph (1) to a retail client immediately after that client is bound by any agreement for the provision of investment services or ancillary services. art.S. 116. 119.F. shall provide that client or potential client with the following information: a) the terms of any such agreement.F. b) the information required by art. 118 paragraph (5) and (6) in good time before the provision of the service concerned. and the information required under paragraph (2) immediately after starting to provide the service. 109 (1) In good time before a retail client or potential retail client is bound by any agreement for the provision of investment services or ancillary services or before the provision of those services. 114 paragraph (2) relating to the content of the agreement or to those investment or ancillary services. 110 paragraph (2) and (3). 113.F.S. S. shall provide the information required under art.S. the agreement was concluded using a means of distance communication which prevents the firm from providing the information in accordance with paragraph (1) or (2). (2) In good time before the provision of investment services or ancillary services to retail clients or potential retail clients.F. 114 paragraph (2).I. (7) S. provides investment advice or makes recommendations to a client. the former shall consider the investment objective and the profile of that client on the basis of the information provided by the latter in accordance with art.F. complies with the requirements of that article in relation to a retail client or a potential retail client.F. in the following conditions: a) the firm was unable to comply with the time limits specified in paragraph (1) and (2) because. art. (3) S. S.(3) When the S. (5) By way of exception to paragraph (1) and (2) S.I. 110 paragraph (2) and (3) and art. 116. . (4) The information referred to in paragraphs (1) to (3) shall be provided in a durable medium or by means of a website (where that does not constitute a durable medium) provided that the conditions specified in art.I.I. 119 and which is relevant to a service that the firm is providing to that client. 118 and art.I. (6) S.S.S. at the request of the client.

is authorised and the name and contact address of the competent authority that has authorised it.I. b) an invitation to any person who responds to a communication to make an offer to enter into an agreement in relation to a financial instrument or investment service or ancillary service.S. 104 paragraph (2) are satisfied.F.F.S. consequently. a statement of this fact specifying the Member State in which that tied agent is registered. alone or in combination.I. (9) Paragraph (8) shall not apply if. identification.(8) Where a marketing communication contains an offer or invitation of the following nature and specifies the manner of response or includes a form by which a response may be made. art. d) a statement of the fact that the S.F. which. (2) The presentation document referred to in paragraph (1) shall include adequate information at least on the following: a) the S. 114 paragraph (2). to the client in accordance with art.S.F shall provide the client or potential client with a presentation document written in a comprehensible form. contain that information. g) if the S. f) the nature. 110 (1) Prior to the signing of the contract and the account opening application. where relevant. c) the methods of communication to be used between the client and the S.F. . e) where the S. those for the sending and reception of orders.S. the S. 116. of the conflicts of interest policy maintained by the S. a summary description of the steps which it takes to ensure the protection of client assets. 118 and art. including. the potential retail client must refer to another document or documents. 110 paragraph (2) and (3). further details of the conflicts of interest policy in a durable medium or by means of a website provided that the conditions specified in art.I. frequency and timing of the reports on the performance of the service to be provided by the S. including summary details of any investor compensation or deposit guarantee scheme which applies to the firm by virtue of its activities in a Member State..I.S. 115 paragraph (1).I. Art. art. in accordance with art.S. it includes sufficient information referred to in art. 97.F. h) a description. art. and the contact details necessary to enable clients to communicate effectively.F. holds client financial instruments or client funds. 119 as is relevant to that offer or invitation: a) an offer to enter into an agreement in relation to a financial instrument or investment service or ancillary service with any person who responds to that offer.S.F. so that they are able to understand the nature and the risks of the investment and ancillary services and the specificity of the financial instrument that is being offered and.I.S. in order to respond to an offer or invitation contained in the marketing communication. which may be provided in summary form. to take investment decisions on an informed basis.I. is acting through a tied agent. i) at any time that the client requests it. b) the languages in which the client may communicate with the S. j) the investment and ancillary services authorised.F.S.I.I. or in which may receive documents and other information.

the presentation document shall also include the following information as is applicable: a) information on the method and frequency of valuation of the financial instruments in the client portfolio.. in paper or another durable medium. in accordance with art.S. Art. (4) The information included in the presentation document may be provided in a standardised format. if applicable.k) the financial instruments and strategies considered. (3) Where the S. l) information on the main features of each financial instrument and warnings on the risks associated with investing in those financial instruments or in respect to certain investment strategies. d) the types of financial instruments that may be included in the client portfolio and types of transactions that may be carried out in such instruments. where appropriate. 111 (1) The S. shall verify the identity of a natural person prior to opening an account in the latter’s name. b) details of any possible delegation of the discretionary management of all or part of the financial instruments or funds in the client portfolio. including the setting up of margins. shall provide investment services on behalf and in the account of clients only on the basis of a written agreement. ATS etc). o) information on the compliance department.I. Art.I. taxes and levies. e) the management objectives. (2) The S.S. shall verify the validity of the mandate given to the representatives of a legal person prior to opening an account in the latter’s name. m) the trading venues where transactions are executed (the regulated market. proposes to provide portfolio management services to a retail client or potential retail client.S.F. including any limits. guarantee funds.S. in addition to the information required under paragraph (2).F. p) the minimum items necessary for the carrying out of transactions involving financial instruments. etc. 119. and any specific constraints on that discretion.I.I.F. n) the related commissions and charges. the level of risk to be reflected in the manager's exercise of discretion. which shall include the rights and obligations of the S.F. and of the client and which shall refer to at least the following: . the compliance officer and the possibility to submit possible complaints. 112 (1) The S.S.F. c) a specification of any benchmark against which the performance of the client portfolio will be compared.I. (3) The financial instrument account shall mention the identification data of the person in whose name the account has been opened and of its representatives/agents.

the agreement shall be accompanied by the account opening request of each client and shall include at least the following: a) the identification data of the natural or legal person. they shall not be transmitted by telephone. altered and/or terminated. k) the exchange rate and the conditions under which the client may refuse this exchange rate.I. f) any other clauses on the provision of investment services agreed by the parties. When the client does not agree to recording and storing orders. m) the signature of the client. as appropriate. as well as other terms for the provision of investment services to the client. to request and obtain account statements in connection with the transactions performed. professional background. which shall refer to: belonging or not to the category of professional clients. 110 paragraph (2) point b). where appropriate.S. h) where the orders/confirmations of the clients are transmitted by e-mail. e) a statement by the client on understanding the terms and undertaking the risks entailed by dealing in financial instruments.F. at any time funds that are free of any charges.S. j) the interest rates paid in connection with the amounts deposited by clients in their current accounts. by telephone. either partially or wholly.S.F. 113 (1) For the purposes of art. Art. an estimate of the . (2) The agreement which includes the clause referred to in paragraph (1) point i) shall be concluded in an authenticated form or shall be endorsed by lawyers or shall be legalised by the secretary of the city halls where there are no notary offices. the manner in which the agreement may be renewed. paragraph (3) point b).F. d) the express consent of the client with respect to recording and storing the orders/confirmations transmitted to the S. 112. on the basis of a portfolio management agreement or to withdraw. as appropriate.F. the express consent of the former regarding the mandate given to the S. g) the information included in the presentation document referred to in art. the express consent of the client on the transmission of orders/confirmations by e-mail and the specifications of electronic signatures.S. b) information on the profile of the client.a) the investment services to be provided and the type of financial instruments to be traded.I. The client shall pay potential losses resulted from dealings in his own account. c).F. The rights and obligations of the parties to the contract may be incorporated by reference to other documents or legal texts. f) and n) and. d) and e). of the person authorised by the S. l) the possibility for the client to withdraw the mandate given to an S. and the firm’s stamp.I. b) the term of the agreement.I.I.S. to the purpose of requesting and obtaining the account statements in connection with the transactions performed. without paying any damages. i) when the client mandates the S. c) the rights and obligations of the parties.

of the person authorised by the S. where appropriate. the mandate of the person who transmits orders. 116 (1) The information provided by the S. the S. where applicable.S. S. the costs associated with the transactions and services undertaken on behalf of the client. the signature of the client. art. shall make available to clients all the information displayed in the system with respect to prices and amount of dealings in the financial instrument subject to the transactions. average. Art. the amount of dealings in financial instruments and open positions held through an intermediary. 115 (1) The client must receive from the S.c) d) e) f) g) investment value.I.F. These reports shall include. where this person is not the legal representative of the legal person. 132. holdings in securities which exceed or are equal to 5%. where appropriate. (2) Account opening requests and presentation documents may be annexes to the agreement referred to in art. Art.I.S. and the firm’s stamp. the risk the client wishes to undertake (low. 110 paragraph (2) point l) shall include a general description of the nature and risks of financial instruments.F. so as to enable that client to assess the firm's performance. the S. 131 paragraph (1) and art.I. high) and the information referred to in art.I.S.S. based on the investment objectives of the client and the types of financial instruments included in the client portfolio. the annex: copy of the identity document or of the certificate of registration with the Trade Register Office or with a similar institution in the home Member State. (2) In order to allow clients to assess at any time the terms of a transaction which the former wishes perform and subsequently verify the conditions under which that transaction has been performed.S. Section 2 – Information on financial instruments Art.F. 112. 130 paragraph (1). (2) When providing the service of portfolio management.F. . shall establish an appropriate method of evaluation and comparison such as a meaningful benchmark. in compliance with art. the name and position of the employee/agent in relation to the client. 114 (1) In order to be granted discretionary authority over the financial instrument portfolio of a client.S.F. shall obtain the written agreement and the statement of the client on the fact that the latter understands to undertake the risks entailed by the discretionary management of his account. as appropriate.I.I.F. adequate reports on the service provided to its clients.

N. 117 For the purposes of art. 110 paragraph (2) point l) in respect of units in a collective investment undertaking authorised in compliance with community law. as well as the risks particular to that type of instrument in sufficient detail to enable the client to take investment decisions on an informed basis. (5) In the case of financial instruments that incorporate a guarantee by a third party. Art.S.F. a simplified prospectus of an open-end investment fund/investment company drafted in compliance with C. that firm shall inform the client or potential client where that prospectus is made available to the public. additional to the cost of acquiring the instruments.V.F. provides a retail client or potential retail client with information about a financial instrument that is the subject of a current offer to the public and a prospectus has been published in connection with that offer in accordance with community laws. applicable to instruments of that type (3) If an S. . as a result of transactions in such instruments.I. the following elements: a) the risks associated with that type of financial instrument including an explanation of leverage and its effects and the risk of losing the entire investment. the client's categorisation as either a retail client or a professional client. (2) The description of risks shall include.S. collective investment undertakings and depositories is regarded as appropriate information. financial commitments and other additional obligations. the S. (4) Where the risks associated with a financial instrument composed of two or more different financial instruments or services are likely to be greater than the risks associated with any of the components. That description must explain the nature of the type of instrument concerned. shall provide an adequate description of the components of that instrument and the way in which their interaction increases the risks. where relevant to the type of instrument concerned and the status and level of knowledge of the client.I. in particular.taking into account. b) the volatility of the price of such instruments and any limitations on the available market for such instruments. c) the fact that an investor might assume. d) any margin requirements or other similar obligations. the information about the guarantee shall include sufficient detail about the guarantor and the guarantee to enable the retail client or potential retail client to make a fair assessment of the guarantee.M. including contingent liabilities. Regulation on the authorisation and functioning of asset management firms.

Section 3 – Information on safekeeping client assets Art. shall inform the client about the existence and the terms of any security interest or lien which the firm has or may have over the client's financial instruments or funds.I. 118 (1) For the purposes of art. with respect to the use of those financial instruments. including the terms for their restitution. with clear.I.F. .F.S.S. (7) An S.S.I. in a durable medium.S.F. the S. be held in an omnibus account by a third party. (5) The S. shall in good time before the use of those instruments provide the retail client. and on the risks involved. it shall provide those retail clients or potential retail clients with the information specified in paragraphs (2) to (7) as is relevant. 110.I. or any right of set-off it holds in relation to those instruments or funds. (2) The S.F. (3) Where financial instruments of the retail client or potential retail client may.S. shall inform the retail client or potential retail client where the financial instruments or funds of that client may be held by a third party on behalf of the S. shall inform the retail client or potential retail client where it is not possible under national law for client financial instruments held with a third party to be separately identifiable from the proprietary financial instruments of that third party or of the S.S.F.S.S. (6) An S.. or before otherwise using such financial instruments for its own account or the account of another client.I.I. if permitted by national law. Where applicable. holds financial instruments or funds belonging to retail clients.F.F. (4) The S.I.I.S.F. or right of set-off in relation to those instruments or funds. full and accurate information on the obligations and responsibilities of the S. before entering into securities financing transactions in relation to financial instruments held by it on behalf of a retail client.F. and of the responsibility of the S. and shall provide a prominent warning of the resulting risks.S. shall inform the client of this fact and shall provide a prominent warning of the resulting risks. it shall also inform the client of the fact that a depository may have a security interest or lien over.S.I. shall inform the client or potential client where accounts that contain financial instruments or funds belonging to that client or potential client are or will be subject to the law of a jurisdiction other than that of a Member State and shall indicate the extent to which the rights of the client relating to those financial instruments may be affected.F. where S.I.I. under the applicable national law for any acts or omissions of the third party and the consequences for the client of the insolvency of the third party.F.

S.M.I.V. a simplified prospectus of an open-end investment fund/investment company drafted in compliance with C. b) in the case of a retail client.S. 122 (1) Where an S.F.F. must promptly provide the client. shall provide its retail clients and potential retail clients with information on costs and associated charges that include such of the following elements as are relevant: a) the total price to be paid by the client in connection with the financial instrument or the investment service or ancillary service. c) notice of the possibility that other costs. including taxes. has carried out a client order. 121 The S.I. which shall include the information referred to in art.I.I. including the exit and entry commissions.I. other than for portfolio management.F. and all taxes payable via the S.S. with the essential information concerning the execution of that order in the form of an order execution confirmation notice.F.S. related to transactions in connection with the financial instrument or the investment service may arise for the client that are not paid via the S.F. commissions. d) the arrangements for payment or other performance.I. if an exact price cannot be indicated. in accordance with the provisions of Annex no. 1287/2006. or imposed by it.F.S. Art. Section 5 – Reporting obligations in respect of client order execution Art.S. collective investment undertakings and depositories is regarded as appropriate information with respect to the costs and associated charges related to the UCITS itself.Section 4 – Information on costs and associated charges Art. charges and expenses. 120 For the purposes of art. it shall take the following action in respect of that order: a) the S. 11. b) where any part of the total price referred to in point (a) is to be paid in or represents an amount of foreign currency.S.F. Art. the basis for the calculation of the total price so that the client can verify it.I.S. or.N. the commissions charged by the S. must send the client the order execution confirmation notice in a durable medium confirming execution of the order as soon as possible and no later than the first business day following execution or. 110 paragraph (2) point n) in respect of units in a collective investment undertaking authorised in compliance with community law. an indication of the currency involved and the applicable currency conversion rates and costs. 7 of EC Regulation no. 119 (1) S. shall fill in an order form for each transaction order and for each transaction decision made to the purpose of providing portfolio management services. Regulation on the authorisation and functioning of asset management firms. if the .F. in a durable medium. the S. including all related fees.I. (2) For the purposes of paragraph (1) point a). shall be itemised separately in every case.

confirmation is received by the S.S. (2) The provisions of paragraph (1) point b) shall not apply where the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the retail client by another person. with the information listed in paragraph (6) in respect of those transactions. .F.I.S. c) the trading day. where relevant. shall supply the client.I. in addition to the provisions of paragraph (1). at least once every six months.F.F. e) the type of the order. itself or any person in the S. j) the quantity. l) the total consideration. the fact that this was the case unless the order was executed through a trading system that facilitates anonymous trading. i) the nature of the order if other than buy/sell. k) the unit price. from a third party. but no later than one month after the execution of the order.F. no later than the first business day following receipt of the confirmation from the third party.. S. f) the venue identification.F. with information about the status of his order. g) the instrument identification. on request. h) the buy/sell indicator.S.S. n) the client's responsibilities in relation to the settlement of the transaction. o) if the client's counterparty was the S. b) the name or other designation of the client. d) the trading time.F. an itemised breakdown.I. in which case the report on the transaction shall be made at the same time as the terms of the mortgage loan are communicated. in accordance with Table 1 of Annex I to EC Regulation No. where the retail client so requests.I.I. (6) The client order execution notice referred to in paragraph (1) point b) shall include such of the following information as is applicable and. (5) In the case of orders for a retail client relating to units or shares in a collective investment undertaking which are executed periodically. 1287/2006: a) the reporting firm identification.'s group or another client of the S.I. (3) The provisions of paragraph (1) point a) and b) shall not apply where orders executed on behalf of clients relate to bonds funding mortgage loan agreements with the said clients. shall either take the action specified in paragraph (1) point b) or provide the retail client. m) a total sum of the commissions and expenses charged and. including the time limit for payment or delivery as well as the appropriate account details where these details and responsibilities have not previously been notified to the client.S.S. (4) S.

S. including details of each financial instrument held. the S. shall supply the retail client with information about the price of each tranche upon request. the periodic statement of portfolio management referred to in paragraph (1) shall be provided once every six months.I. the information referred to in art.S.I. and the performance of the portfolio during the reporting period. h) for each transaction executed during the period.F.S. where relevant. 123 (1) The S. itemising at least total management fees and total costs associated with execution. except in the following cases: a) where the client so requests. f) the total amount of dividends.S. .I. e) a comparison of performance during the reporting period covered by the statement with the investment performance benchmark agreed between the S. and including. Section 6 – Reporting obligations in respect of portfolio management Art. interest and other payments received during the reporting period in relation to the client's portfolio. its market value. may provide the client with the information referred to in paragraph (6) using standard codes if it also provides an explanation of the codes used. and the client.F. the following information: a) the name of the investment firm. the periodic statement of portfolio management must be provided every three months. a statement that a more detailed breakdown will be provided on request. in which case paragraphs (6) to (8) shall apply.F.F.F. or fair value if market value is unavailable and the cash balance at the beginning and at the end of the reporting period. the periodic statement must be provided at least once every 12 months. (2) In the case of retail clients. b) in cases where paragraphs (6) to (8) apply.S.I. the periodic statement of portfolio management as referred to in paragraph (1) shall include.I. d) the total amount of fees and charges incurred during the reporting period. which provides the service of portfolio management to clients shall provide each such client with a periodic statement in a durable medium of the portfolio management unless such a statement is provided by another person. (3) In the case of retail clients. where relevant. unless the client elects to receive information about executed transactions on a transaction-by-transaction basis. Where the average price is provided. 122 paragraph (6) points c) to l) where relevant. the S. (8) The S. may supply the client with information about the price of each tranche or the average price. g) information about other corporate actions giving rights in relation to financial instruments held in the portfolio. where the order is executed in tranches.(7) For the purposes of paragraph (6) point k). b) the name or other information of the retail client's account c) a statement of the contents and the valuation of the portfolio.

F. .S. must send him a notice confirming the transaction and containing the information referred to in art. 124 (1) Where S. (5) However.I.V. in a case where the threshold is exceeded on a non-business day. Art.S.F. (4) S. if the confirmation is received by the S. the essential information concerning that transaction in a durable medium. 31/2006 completing C. (8) Paragraph (7) shall not apply where the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the retail client by another person. 125 (1) S. the S.S. on the execution of a transaction by the portfolio manager.I.N. Regulations to the purpose of implementing certain European Union Directives.N.F. that holds client financial instruments or client funds shall send at least once a year. and the client.S.I.S. provides portfolio management transactions for retail clients or operates retail client accounts that include an uncovered open position in a contingent liability transaction. (6) In cases where the client elects to receive information about executed transactions on a transaction-by-transaction basis.I. Regulation no. agreed between the S. the S. shall inform retail clients that they have the right to request information for the purposes of paragraph (3) point a).M. no later than the end of the business day in which the threshold is exceeded or. it shall also report to the retail client any losses exceeding any predetermined threshold.S. no later than the first business day following receipt of the confirmation from the third party.c) where the agreement between an S. (7) Where the client referred to in paragraph (6) is a retail client.F. from a third party. the exception provided for in paragraph (3) point (b) shall not apply in the case of transactions in financial instruments covered by art. Section 7 – Reporting obligations in respect of client assets Art. and a retail client for a portfolio management service authorises a leveraged portfolio. 122 paragraph (6) and (7) no later than the first business day following that execution or. the periodic statement of portfolio management must be provided at least once a month.I.F.M.S.F. (2) A contingent liability transaction is one that involves any actual or potential liability for the client that exceeds the cost of acquiring the instrument.I. the close of the next business day.S. a statement in a durable medium of those financial instruments or funds unless such a statement has been provided in any other periodic statement. 2 paragraph 2 point c) or in any other instruments covered by art.V.F. 2 paragraph (1) point d)-h) of C.I. shall provide promptly to the client.I. to each client for whom it holds financial instruments or funds.F.

I. certified by financial auditors. e) at least the last annual balance sheet. number and date of the authorisation decision. b) the extent to which any client financial instruments or client funds have been the subject of securities financing transactions. provided that the same basis is applied consistently to all such information in the statement. (4) When the S. c) the extent of any benefit that has accrued to the client by virtue of participation in any securities financing transactions. f) contact data of compliance officers.I.S. overstatements or unjustified requests. to perform. designs a website.I. e-mail) for each of them. including contact data (telephone. the latter shall include at least the following information: a) address of the registered office/head office and of the secondary premises. (5) S. with respect of certain investment or an investment strategy shall not include promises of specific results.S. c) names of managers. senior managers. all projections and/or forecasts shall be clearly identified as such.I.F.S. and the basis on which that benefit has accrued. fax. guarantees. shall include the full name of the firm. 123 paragraph (1).N. Section 8 – Marketing rules Art. d) investment services which the S. telephone and fax numbers. (3) The statement of client assets referred to in paragraph (1) shall include the following information: a) details of all the financial instruments or funds held by the S. including the home state.S. compliance officer/officers.F.S.I. (4) In cases where the portfolio of a client includes the proceeds of one or more unsettled transactions. or projections or forecasts for which there is no clear basis. the information referred to in paragraph (3) point (a) may be based either on the trade date or the settlement date. is authorised by C. b) share capital.F. investment agents and tied agents. the address of the registered office/head office.(2) Paragraph (1) shall not apply to a credit institution authorised under community law in respect of deposits held with that institution. which holds financial instruments or funds and which carries out the service of portfolio management for a client shall include the statement of client assets referred to in paragraph (1) in the periodic statement it provides to that client pursuant to art. as well as the profit and loss account. 126 (1) The marketing materials produced by the S. for the client at the end of the period covered by the statement.F.V.F.M.S.I.F. In addition. (3) The marketing materials produced by the S. . significant shareholders.

Art. and market entities shall be fair.M.S. or to the market operator. to change the information included in the latter’s web site or they may prohibit the S.I. maps. and by its agents to clients or potential clients.N.S. clear and appropriate. regulations or the regulations of the regulated market. so that to provide comprehensive information and not be misleading. shall keep within its registered office/head office copies of all the marketing materials and of the content of its website for a period of at least two years from their issuance or display and shall make them available to C.I. unclear. including.S. to C.F.V. the source of the information shall be always clearly stated. has paid directly or indirectly for that testimonial.S. incomplete.M. Art.S. shall refer to the risks involved in securities trading. on their request. the person who gives that testimonial shall have the required knowledge and skills to be able to express a valid opinion. returns and/or profits.I.I. b) the testimonial does not indicate and does not guarantee future performance.F.V. C.F. (7) The S. including marketing communications. publication or distribution to the public of any marketing communication which S. statistics or other similar materials.I. shall be endorsed by the compliance officer.F. (6) The marketing materials produced by the S.I.V.N.S. tables.I. c) whether the S. (5) The S.I.S. .g) information on the investor compensation scheme.S.F. d) when the testimonial involves technical issues regarding the investment.I. 128 In the case of marketing materials such as testimonials concerning the S. if the latter breaches the law.S. shall ensure the accuracy and the completeness of the information displayed on its website. knows or should know to include inaccurate.M. or the market operator may request the S. 129 (1) The marketing materials produced by the S. and/or the quality of investment advice provided by the latter. (2) When the S. uses quotes. the fluctuation of foreign exchange rates. The communication. the said material shall clearly show the following elements: a) the testimonial shall be considered representative only with respect to the experience of the person who gives that testimonial and not for other clients. addressed by the S. from disseminating a marketing material.M. the uncertainty of dividends. Art.V.F.S.S. C. without being limited to.N. graphs. unverified or ambiguous information or overstatements that could mislead the clients is forbidden.F.I. 127 All information. quotations.I.F.N. Marketing communications shall be clearly identifiable as such.F.F. the fluctuation of market prices.F.

F. forums.I.(3) The rules herein shall be complied with by the S. the S.S.S. information on the source and extent of his regular income. (2) For the purposes of paragraph (1). transactions and services for which it is so classified.F. investments and real property. employs another entity to deal with marketing issues on its behalf. his financial situation and his investment objectives so as to enable the firm to recommend to the client or potential client the investment services and financial instruments that are suitable for him. Chapter IV – Assessment of clients and suitability of the investment service provided Art.I. provides an investment service to a professional client it shall be entitled to assume that. information on the length of time for which the client . satisfies the following criteria: a) it meets the investment objectives of the client in question. shall obtain from clients or potential clients such information as is necessary for the S. where relevant. presentations.S. including liquid assets. his assets.I. the client has the necessary level of experience and knowledge for the purposes of paragraph (1) point (c).F.S.F. to understand the essential facts about the client and to have a reasonable basis for believing.I.S. b) it is such that the client is able financially to bear any related investment risks consistent with his investment objectives.S.F. 130 (1) When providing investment advice or portfolio management. c) it is such that the client has the necessary experience and knowledge in order to understand the risks involved in the transaction or in the management of his portfolio. (4) Where that investment service consists in the provision of investment advice to a professional client covered by point (1) sub-paragraph e) of Annex no.F. S. 9. interviews in the media as well as when the S. or entered into in the course of providing a portfolio management service. where relevant. in relation to the products.I. and his regular financial commitments.I. the S. (6) The information regarding the investment objectives of the client or potential client shall include. shall be entitled to assume for the purposes of paragraph (2) point b) that the client is able financially to bear any related investment risks consistent with the investment objectives of that client.S. that the transaction to be recommended.I. (3) Where an S.F. and/or its representatives when the latter participate in or sponsor seminars. giving due consideration to the nature and extent of the service provided. (5) The information regarding the financial situation of the client or potential client shall include. shall obtain from the client or the potential client the necessary information regarding his knowledge and experience in the investment field relevant to the specific type of product or service.

paragraph (1) that the product or service is not appropriate to the client or potential client.I.I. shall not recommend investment services or financial instruments to the client or potential client. Art. considers. including their complexity and the risks involved: a) the types of service.I.I. Art.S. shall be entitled to assume that a professional client has the necessary experience and knowledge in order to understand the risks involved in relation to those particular investment services or transactions. paragraph (1).F.I. it shall warn the client or potential client.I. . and the purposes of the investment. the S.S.F. 130. or types of transaction or product. (2) For the purposes of paragraph (1). shall determine whether that client has the necessary experience and knowledge in order to understand the risks involved in relation to the product or investment service offered or demanded. when providing the investment service of investment advice or portfolio management. his risk profile.S. on the basis of the information received under the provisions of Art. Art.S. to the extent appropriate to the nature of the client. the nature and extent of the service to be provided and the type of product or transaction envisaged. 132 (1) In case the S. (7) Where. 131. an S. the S. to assess whether the investment service or product envisaged is appropriate for the client.S.I.F. 131 (1) Where the S. 133 (1) The information regarding a client's or potential client's knowledge and experience in the investment field includes the following. an S. when assessing whether an investment service is appropriate for a client. the S.F.S. provides investment services other than those referred to in Art. 131.S. it shall ask the client or potential client to provide information regarding his knowledge and experience in the investment field relevant to the specific type of product or service offered or demanded so as to enable the S.wishes to hold the investment. paragraph (1) or where he provides insufficient information regarding his knowledge and experience. does not obtain the information required under paragraph (1).S. his preferences regarding risk taking. transaction and financial instrument with which the client is familiar. (2) In cases where the client or potential client elects not to provide the information referred to in Art.F. (3) The warnings referred to in paragraph (1) and (2) addressed to the client or potential client may be included in the standardised form regarding the account opening application.I.F. (3) For the purposes of paragraph (1).F shall warn the client or potential client that such a decision will not allow the firm to determine whether the product or the service envisaged is appropriate for him.F. for which the client is classified as a professional client.

bonds or other forms of securitised debt. 132. d) adequately comprehensive information on its characteristics is publicly available and is likely to be readily understood so as to enable the average retail client to make an informed judgment as to whether to enter into a transaction in that instrument.S.F. (2) An S. excluding those bonds or securitised debt that embed a derivative. b) there are frequent opportunities to dispose of.S.N. is not required to assess the suitability of the instrument or service provided or offered and that therefore he does not benefit from the corresponding protection of the relevant conduct of business rules. and profession or relevant former profession of the client or potential client. This warning may be provided in a standardised format.I. c) the level of education. shall be entitled to rely on the information provided by its clients or potential clients unless it is aware or ought to be aware that the information is manifestly out of date.b) the nature. which provides investment services that only consist of execution and/or the reception and transmission of client orders with or without ancillary services may provide those investment services to its clients without the need to obtain information or make the determination provided for in Art.S. Regulations to the purpose of implementing European Union Directives.S. 130 paragraph (1). 2 paragraph (2) point c) or paragraph (1) points d) to h) of C. UCITS and other non-complex financial instruments.S. . paragraph (1) and Art. money market instruments.M. (3) An S. the S. b) the service is provided at the initiative of the client or potential client. 134 (1) The S. and frequency of the client's transactions in financial instruments and the period over which they have been carried out.I. Regulation no. paragraph (1) and (2) where all the following conditions are met: a) the above services relate to shares admitted to trading on a regulated market. 131.M. shall not encourage a client or potential client not to provide information required for the purposes of art. or validated.N. 132.V.F. art.F. 31/2006 completing C. by valuation systems independent of the issuer. volume.I.F.V. redeem. c) the client or potential client has been clearly informed that in the provision of this service. or otherwise realise that instrument at prices that are publicly available to market participants and that are either market prices or prices made available.F. Art. inaccurate or incomplete. c) it does not involve any actual or potential liability for the client that exceeds the cost of acquiring the instrument. complies with the obligations set out in this regulation with respect to conflicts of interests.I. 131 paragraph (1) and art.I. (2) A financial instrument which is not specified in paragraph (1) point a) shall be considered as non-complex if it satisfies the following criteria: a) it does not fall within art. d) the S.

I. which mediates the sending of instructions is responsible for the appropriateness for the client of the recommendations or advice provided. in respect of each class of instruments.S.F. which mediates the instructions will remain responsible for the completeness and accuracy of the information transmitted. (2) For complying with paragraph (1). The S. shall enable it to obtain on a consistent basis the best possible result for the execution of client orders. 109.I. The choice of trading venues by S. art. The S. shall execute orders following the specific instructions.I. art.S. information on the different venues where the S. art.F.F. Chapter V – Rules regarding order execution Art.S. is responsible for concluding the service or transaction.S.S.F.S. .I. based on any information and recommendation given in accordance with the provisions of this title. 140 and art.I.I. art. (2) The S.F.I.F. 105. 136 (1) The S. the S. shall take all necessary steps to obtain the best possible results for its clients taking into account price. whenever there is a specific instruction from the client. for its client orders. 103. shall establish and implement effective arrangements.F. as well as the possibility of executing orders through the medium of another S. which receives the client instructions or orders through the medium of another S.S. 122 to 125.F. 130 to 134.S. (3) The order execution policy shall include. costs.S. Nevertheless. Art. this service shall not be additionally subject to the obligations set out in art.I. 106.Art. art.S. 135 In cases where a financial investment service is offered as part of a financial product which is already subject to other provisions of Community legislation or common European standards related to credit institutions and consumer credits with respect to risk assessment of clients and/or information requirements. 112 paragraph (1) indent c).F.F. 102. the S. art. 115 paragraph (1). the S.I. 110.F. art. executes its client orders and the factors affecting the choice of execution venue. art. size.S.I.F. art. speed. the best possible results.I. art.I.I. nature or any other consideration relevant to the execution of the order. (3) The S. may provide investment or ancillary services on behalf of a client through the medium of another S. which receives an instruction to undertake services on behalf of a client under the conditions set out in paragraph (1) shall be able to rely on any recommendation on the service or transactions provided to the client by another S. including an order execution policy to allow it to obtain.S. art. 137 (1) When executing client orders. 100. art. art.S. provided that a more profitable transaction is thus performed to the client and/or the fees and the other expenses incurred by the client do not increase.F. likelihood of execution and settlement. art.F. 234. 114 paragraph (2). 127.S. 116 to 120.I.

(2) The execution policy shall be reviewed whenever a material change occurs that affects the S.S. b) a list of the execution venues on which the S. 139 paragraph (1) and (2).F. (5) Where the order execution policy provides for the possibility that the client orders may be executed outside a regulated market or an alternative trading system. where appropriate.I. 104 paragraph (2) are satisfied.I. places significant reliance in meeting its obligation to take all reasonable steps to obtain on a consistent basis the best possible result for the execution of client orders.F. shall provide appropriate information the its clients on its order execution policy and shall obtain the prior consent of its clients to the execution policy.F. (3) S. to the factors referred to in art.S. the S.F. whether the execution venues included in the order execution policy provide for the best possible result for the client or whether it needs to make changes to its execution arrangements. shall notify clients of any material changes to their order execution arrangements or execution policy. shall review annually the execution policy established pursuant to art.S. on a regular basis.F.F.F.(4) The S. 137 paragraph (1). at their request. (4) The information referred to in paragraph (3) shall be provided in a durable medium.'s ability to continue to obtain the best possible result for the execution of its client orders on a consistent basis using the venues included in its execution policy.I.S.F.F.S. shall assess.s shall be able to demonstrate to their clients. 137 paragraph (2). as well as its order execution arrangements.I. where that does not constitute a durable medium provided that the conditions specified in art. The S.I. assigns the relative importance of those factors.I.S.F.I.F. shall provide retail clients with the following details on its execution policy in good time prior to the provision of the service: a) an account of the relative importance the S.I.F.S. .S.I. may obtain the client’s consent either in the form of a general agreement or in respect of individual transactions. assigns. Art. or by means of a website. from taking the steps that it has designed and implemented in its execution policy to obtain the best possible result for the execution of those orders in respect of the elements covered by those instructions.S.I. The S.S. shall inform its clients about this possibility and shall obtain the prior express consent of its clients before proceeding to execute their orders.S.S.F.I. correct any deficiencies.I. (6) The S. or the process by which the S. c) a clear and prominent warning that any specific instructions from a client may prevent the S. that they have executed their orders in accordance with the firm’s execution policy. 138 (1) The S.I. shall monitor the effectiveness of its order execution arrangements and execution policy in order to identify and. The S.F. in accordance with the criteria specified in art. (7) S.S.S.I.

S. shall not structure or charge its commissions in such a way as to discriminate unfairly between execution venues. 102 paragraph (1) and shall act in accordance with the best interests of its clients when placing orders with other entities for execution that result from decisions by the S. (4) Where an S.F.I. to deal in financial instruments on behalf of its client. executes an order on behalf of a retail client. (3) An S. the S. 137 paragraph (1) to take all reasonable steps to obtain the best possible result for a client to the extent that it executes an order or a specific aspect of an order following specific instructions from the client relating to the order or the specific aspect of the order. except for the situations when a better price than the market price is provided.S.S.I.F. which shall include all expenses incurred by the client which are directly related to the execution of the order.I. the account of relevant persons or the account of another S. in order to assess and compare the results for the client that would be achieved by executing the order on each of the execution venues listed in the order execution policy. or a market maker or other liquidity provider or an entity that performs a similar function in a non-Member State to the functions performed by any of the foregoing. .F. client.S. (2) Where the S. 139 (1) When executing client orders. c) the characteristics of financial instruments that are the subject of that order. (2) For the purposes of this article and art. 138. representing the price of the financial instrument and the costs related to execution. d) the characteristics of the execution venues to which that order can be directed. Art. 140 (1) S.F. an MTF.’s own commissions and costs for executing the order on each of the eligible execution venues shall be taken into account in that assessment.I.Art. manages a discretionary account.F.S. the counterparty in the transactions shall not be the own account. (5) For the purposes of delivering best execution where there is more than one competing venue to execute an order for a financial instrument. (6) S.. satisfies its obligation under art.I. when providing the service of portfolio management.S.S. 137 paragraph (1): a) the characteristics of the client including the categorisation of the client as retail or professional. “execution venue” means a regulated market.F. shall take into account the following criteria for determining the relative importance of the factors referred to in art.F. including execution venue fees. b) the characteristics of the client order.F. S.S.I. a systematic internaliser. the best possible result shall be determined in terms of the total consideration. clearing and settlement fees and any other fees paid to third parties involved in the execution of the order. shall comply with the obligation under art.F.I.I.I.S.

F. in respect of each class of instruments.I. that provides the service of portfolio management and/or reception and transmission of orders also executes the orders received or the decisions to deal on behalf of its client's portfolio.I.S.F. The entities identified must have execution arrangements that enable the S.I. the execution quality of the entities identified in that policy and. 139 paragraph (4) and (5). shall establish and implement a policy to enable it to comply with the obligations in paragraphs (5) and (6). (11) This article shall not apply when the S. set out in accordance with paragraph (7) shall be reviewed annually and whenever a material change occurs that affects the S.I.I.I. (4) In order to comply with paragraph (1) or (3). (8) S.S. where appropriate.S. 102 paragraph (1) to act in accordance with the best interests of its clients when transmitting client orders to other entities for execution. correct any deficiencies. (10) The policy of the S.S. in particular. authorised to execute orders on behalf of clients shall implement . to the extent that it follows specific instructions from its client when placing an order with.I. satisfies its obligations under paragraph (1) or (3) and is not required to take the steps mentioned in paragraph (5).S.I.I.I.F.(3) When providing the service of reception and transmission of orders.F.S.I. shall take the actions mentioned in paragraphs (5) to (10). or transmitting an order to.F.F.F. for retail clients.S.S. The relative importance of these factors shall be determined by reference to the criteria set out in art. the entities with which the orders are placed or to which the S.S.S. In those cases art. The policy shall identify.F. shall monitor on a regular basis the effectiveness of the policy established in accordance with paragraph (7) and. S. 141 (1) The S.I. shall comply with the obligation under art. to comply with its obligations under this article when it places or transmits orders to that entity for execution.F. 139 paragraph (1) and (2) and. another entity for execution. 137 paragraph (1). transmits orders for execution. to the requirements under art.F. (5) S.F.I. Chapter VI – Client order handling rules Art. (7) An S. shall provide appropriate information to its clients on the policy established in accordance with paragraph (7).S. 137 shall apply. (6) An S.F. shall take all reasonable steps to obtain the best possible result for its clients taking into account the factors referred to in art.F.’s ability to continue to obtain the best possible result for its clients. (9) S.S. S.S.

procedures and arrangements which provide for the prompt, fair and expeditious execution of client orders, relative to other client orders or the trading interests of the S.S.I.F. These procedures and arrangements shall allow for the execution of otherwise comparable client orders in accordance with the time of their reception by the S.S.I.F. (2) The S.S.I.F. shall execute, under market conditions, orders received from clients in respect of a financial instrument, before trading that financial instrument on its own account or in the account of relevant persons. (3) When orders are transmitted by telephone, these orders shall be recorded on magnetic tape or by other similar means. (4) Refusal to execute an order shall be communicated immediately to the client together with an explanation of the refusal. Art. 142 (1) An S.S.I.F. shall satisfy the following conditions when carrying out client orders: a) it must ensure that orders executed on behalf of clients are promptly and accurately recorded and allocated; b) it must carry out otherwise comparable client orders sequentially and promptly unless the characteristics of the order or prevailing market conditions make this impracticable, or the interests of the client require otherwise; c) it must inform a retail client about any material difficulty relevant to the proper carrying out of orders promptly upon becoming aware of the difficulty. (2) Where an S.S.I.F. is responsible for overseeing or arranging the settlement of an executed order, it shall take all reasonable steps to ensure that any client financial instruments or client funds received in settlement of that executed order are promptly and correctly delivered to the account of the appropriate client. (3) An S.S.I.F. shall not misuse information relating to pending client orders, and shall take all reasonable steps to prevent the misuse of such information by any of its relevant persons. Art. 143 (1) An S.S.I.F. shall not carry out a client order or a transaction for own account in aggregation with another client order unless the following conditions are met: a) it must be unlikely that the aggregation of orders and transactions will work overall to the disadvantage of any client whose order is to be aggregated; b) it must be disclosed to each client whose order is to be aggregated that the effect of aggregation may work to its disadvantage in relation to a particular order; c) an order allocation policy must be established and effectively implemented, providing in sufficiently precise terms for the fair allocation of aggregated orders and transactions, including how the volume and price of orders determines allocations and the treatment of partial executions.

(2) Where an S.S.I.F. aggregates an order with one or more other client orders and the aggregated order is partially executed, it shall allocate the related trades in accordance with its order allocation policy. Art. 144 (1) An S.S.I.F. which has aggregated transactions for own account with one or more client orders shall not allocate the related trades in a way that is detrimental to a client. (2) Where an S.S.I.F. aggregates a client order with a transaction for own account and the aggregated order is partially executed, it shall allocate the related trades to the client in priority to the S.S.I.F. (3) However, if the S.S.I.F. is able to demonstrate on reasonable grounds that without the combination it would not have been able to carry out the order on such advantageous terms, or at all, paragraph (2) shall not apply and the S.S.I.F. may allocate the transaction for own account proportionally, in accordance with its order allocation policy referred to in art. 143 paragraph (1) point c). (4) An S.S.I.F. shall, as part of the order allocation policy referred to in art. 143 paragraph (1) point c), put in place procedures designed to prevent the reallocation, in a way that is detrimental to the client, of transactions for own account which are executed in combination with client orders. Art. 145 In the case of a client limit order in respect of shares admitted to trading on a regulated market, which are not immediately executed under prevailing market conditions, the S.S.I.F. shall, unless the client expressly instructs otherwise, take measures to facilitate the earliest possible execution of that order by making public the client limit order in a manner which is easily accessible to other market participants by means of the regulated market system, the alternative trading system or any other supervised system, providing for the publicity, accessibility and expeditious execution of the order. Chapter VII – Eligible counterparties Art. 146 (1) For the purposes of this Section, the following entities shall be regarded as eligible counterparties: a) investment firms, credit institutions and insurance companies; b) UCITS and their management companies; c) pension funds and their management companies; d)other financial institutions authorised or regulated under Community legislation or the national law of a Member State; e) natural or legal persons whose main activities involve trading to their own account of the commodities and/or the commodities derivatives; f) traders;

g) national governments and their corresponding offices including public bodies that deal with public debt; h) central banks and supranational organisations. (2) The provisions of Art. 100, Art. 102, Art. 103, Art. 105, Art. 106, Art. 109, Art. 110, Art. 112 paragraph (1) indent c), Art. 114 paragraph (2), Art. 115 paragraph (1), Art. 116 to 120, Art. 122 to 125, Art. 127, Art. 130 to 135, Art. 137 to 144 and Art. 234 shall not apply to the S.S.I.F. authorised to execute orders on behalf of its clients and/or carry out transactions on its own account and/or receive or transmit orders, when those operations are performed with or between eligible counterparties. (3) The entities classified as eligible counterparties in accordance with paragraph (1) may request, either on a general form or on a trade-by-trade basis, treatment as clients of an S.S.I.F. subject to the provisions of Art. 100, Art. 102, Art. 103, Art. 105, Art. 106, Art. 109, Art. 110, Art. 112 paragraph (1) indent c), Art. 114 paragraph (2), Art. 115 paragraph (1), Art. 116 to 120, Art. 122 to 125, Art. 127, Art. 130 to 135, Art. 137 to 145 and Art. 234. (4) In the event of a transaction where the prospective counterparties are located in different jurisdictions, the S.S.I.F. shall defer to the status of the other undertaking as determined by the law or measures of the Member State in which that undertaking is established until it obtains the express confirmation from the prospective counterparty that it agrees to be treated as an eligible counterparty. The S.S.I.F. may obtain this confirmation either in the form of a general agreement or in respect of each individual transaction. (5) Other undertakings than those referred to in paragraph (1) shall also be recognised as eligible counterparties provided that they meet pre-determined proportionate requirements, including the quantitative thresholds set out in art. 147. (6) Entities in non-Member States, equivalent to those categories of entities mentioned in paragraph (1) and those mentioned in paragraph (5) shall also be recognised as eligible counterparties provided that the conditions laid down in paragraph (5) are met. Art. 147 (1) An undertaking shall be recognised as an eligible counterparty by the S.S.I.F. if that undertaking falls within a category of clients who are to be considered professional clients in accordance with art. 1 paragraph (2) points a) to c) of Annex no. 8, excluding any category which is explicitly mentioned in art. 146 paragraph (1). (2) On request, undertakings which fall within a category of clients who are to be considered professional clients in accordance with art. 2 of Annex no. 8 shall be recognised as eligible counterparties by the S.S.I.F. In such cases, however, the undertaking concerned shall be recognised as an eligible counterparty only in respect of the services or transactions for which it could be treated as a professional client.

investment firms shall draw up and submit to C. .V. the quantity.N.S.I. 149 (1) The market operator. (4) However. an eligible counterparty requests treatment as a client whose business with an S. the obligation to submit reports resides with the S.I.S. where that eligible counterparty expressly requests treatment as a retail client. the reports including the relevant data relating to all transactions in financial instruments which they have carried out. concerned. the records shall contain.F. all the information and details of the identity of the client.s shall keep at the disposal of C. 146 paragraph (3).I. the system operator and.I.N. the S. agrees to that request. 1 paragraphs (3) to (6) of Annex 8 shall apply.V.F. 150 Where the financial instruments subject to reporting are traded within another relevant market in terms of liquidity for those financial instruments.S. shall treat that eligible counterparty as a professional client. is subject to art. 149 paragraph (2) to the competent authority which supervises that market. as soon as possible and no later than the close of the following working day reports on trading in financial instruments. the obligation to submit reports resides with the market operator or with the system operator.S. Art.I. pursuant to art.S. b) where the transactions are performed outside the regulated markets and alternative trading system.S. report transactions and maintain records Art. 146 paragraph (1). besides the information under paragraph (1). for at least 5 years.I.F.F. shall also submit the information referred to in art. (2) In the case of transactions carried out on behalf of clients.F. Chapter VIII – Requirements on the transparency and integrity of financial instrument operations Section 1 – Obligation to uphold integrity of markets.F. (2) The reports referred to in paragraph (1) shall include at least details of the names and numbers of the instruments bought or sold. but does not expressly request treatment as a retail client.F. the S. the dates and times of execution and the transaction prices and means of identifying the S. and the information required by the regulations in force on prevention of the use of the financial system for the purpose of money laundering Art. as follows: a) where the transaction is performed on a regulated market or within an alternative trading system. drawn up in accordance with the provisions of paragraph (2).S.M. and the S. the provisions in respect of requests of non-professional treatment specified in the art. where appropriate.. in accordance with the applicable community legislation.I. whether on own account or on behalf of a client. 148 (1) S.M.(3) Where.

I.V. sanctions and situations where they have been convicted for intermediation activities undertaken while being employed by the S..Art. 151 (1) The reports transmitted to C.M..N.I. Records shall show the account where the transactions has been performed. relevant person accounts and own accounts.I. b) records of client accounts. 152 (1) The S. within maximum two business days.S.N. prepare and keep updated at least the following: a) records of margin calls and notes regarding other client debit/credit positions. all the sales/purchases. the unit price and the total consideration of the sale or purchase and the trade date. shall separately record. as appropriate. 153 (1) To the purpose of supervision by C. (2) The reports transmitted to the competent authority in another Member State by the branches of an S.V. h) notes on the personnel of the S. the settlement date. cash inflows/outflows and other advances or credits to clients. as well as of the financial instruments which have not been received or transmitted. the designation of the account. receptions/transmissions of financial instruments. shall provide at all times copies of the documents requested. (3) Upon request by C.M.N. quarterly or half-yearly financial statements.V. updated at least on a monthly basis. the S.N.F. e) statements on the assets and liabilities.M.S.I.F. the latter shall submit to C. which shall show in the cash account of each client. authorised in that Member State shall also be transmitted to C. by the branches of intermediaries authorised in Member States and which carry out activities in Romania shall also be transmitted to the competent authorities of the home Member States.S. on own accounts and client accounts.N.F. of the activities undertaken by the S. d) records of client holdings.. expense and equity accounts.M.V. prepared and transmitted to C.V.I. c) records of operations involving transactions in financial instruments. g) records of financial instruments being transferred. including their duties.F.I. in accordance with the . Art.F.I.F. as well as their documents of origin. (2) All the documents referred to in paragraph (1) shall be made available to C.S. of loans granted or received. the following statements and documents: a) monthly.N.S. all the holdings of the S. updated at least on a daily basis.S. Art.F. revenue. updated at least on a daily basis.S.M..M.N. the financial instrument subject to trading. of dividends and interests received. as well as their venue. unless they decide that they do not want to receive this information.V. f) documents which shall show.M. on request.V. separately for each financial instrument.

(detailed on categories of investment services) and the purpose of expenses. 2. 3. within maximum 10 days from the close of the reporting month or within maximum 24 hours from the request by C. within the legal term set out by C. “report on borrowings. 7. regulations. profit and loss account. no later than 31 January.I. financial auditor report. equity statement and cash flow statement. profit and loss account.N.V. 1A.M. half-yearly report. which shall include: annual financial statements made up of balance sheet.V. which shall be transmitted together with the report referred to in point e). e) report on the activities within the line of business authorised. within the legal term set out in C. shall transmit on an annual basis to C. regulations.F.F. 7.. shall transmit to C. as well as the report on revenues (detailed for each category of investment services) and the purpose of expenses for each secondary premises. .. the report on its organisational structure and accounting system. management report. b) report on the structure of individual client portfolios under management.N. which shall include the half-yearly financial statements made up of balance sheet. c) report on the disciplinary measures enforced on senior mangers. no later than 31 March. 99/2006 on credit institutions and capital adequacy. investment agents and compliance officers.M.S. which have been outsourced. Annex no. annual report. together with: a) the list of secondary premises authorised..S.M. (2) The S.N. accounting policies and notes..b) c) d) e) 1.N. which shall be transmitted together with the report referred to in point e).V. d) list of agreements concluded with other intermediaries and their purpose. (3) The S. “report on derivatives transactions” prepared in accordance with Annex no. the compliance officers who perform their activities within those secondary premises.V.M. internal auditor report. cash flow statement. updated and completely filled out. on an annual basis. equity statement.V.N.M.F.V. within maximum 10 days from the close of the reporting month or within maximum 24 hours from the request by C.N. including investment agents and. margin purchases and short sales” prepared in accordance with Annex no. f) g) regulations issued for the application of Government Emergency Ordinance no.M.I.I.S. as appropriate. report on the revenues of the S.

156 (1) The provisions of art.M.F.I.F. deals on own account by executing client orders outside a regulated market or an MTF. 155 shall be applicable to systematic internalisers when dealing for sizes up to standard market size.V. the market for each share shall be comprised of all orders executed in Romania and in the European Union in respect of that share.I.I.M.S. (2) Systematic internalisers may decide the size or sizes at which they will quote. (2) The S. 155 Investment firms which act as systematic internalisers in shares shall publish a firm quote in those shares admitted to trading on a regulated market for which they are systematic internalisers and for which there is a liquid market in accordance with provisions of Art. shares shall be grouped in classes on the basis of the arithmetic average values of the orders executed in the market for that share. frequent and systematic basis.V.S. (3) For the purposes of this section. The price or prices shall reflect the prevailing market conditions for that share. For a particular share each quote shall include a firm bid and/or offer price or prices for a size or sizes which could be up to standard market size for the class of shares to which the share belongs.S. excluding those large in scale compared to normal market size for that share.Section 2 – Obligations of S.N. systematic internalisers shall disclose quotes to their clients. (4) For the purposes of art. may confirm the position of systematic internaliser of an S. 157 (1) C. based on the information provided by the market operator for each share. 22 of Regulation (EC) 1287/2006. Systematic internalisers that only deal in sizes above standard market size shall not be subject to the provision of this Section.s which act as systematic internalisers Art. Art. on an organised. 154 (1) Systematic internaliser means an intermediary which. The standard market size for each class of shares shall be a size representative of the arithmetic average value of the orders executed in the market for the shares included in each class of shares. . Art.M. provided that the documents in proof submitted in this respect certify compliance with the conditions laid down in this section and EC Regulation no. In the case of shares for which there is not a liquid market. on request. Art.N. in advance and request the issue of the certificate in proof of this position. 1287/2006 to the purpose of providing this activity. which seeks to act as systematic internaliser shall notify C. 155 and paragraphs (1) to (3) of this article.V..N.F. (3) C.

under exceptional market conditions. to withdraw their quotes. provided that this market is considered the most relevant in terms of liquidity with respect to those shares in accordance with EC Regulation no. 158 (1) Systematic internalisers shall make public their quotes on a regular and continuous basis during normal trading hours. they may execute these orders at a better price in justified cases provided that this price falls within a public range close to market conditions and provided that the orders are of a size bigger than the size customarily undertaken by a retail investor.F. (2) The quotes shall be made public in a manner which is easily accessible to other market participants on a reasonable commercial basis. execute the orders they receive from their retail clients in relation to the shares for which they are systematic internalisers at the quoted prices at any time of reception of the order.V. . This information shall be made public to all market participants.S. (6) The systematic internaliser who quotes only one quote or whose highest quote is lower than the standard market size receives an order from a client of a size bigger than its quotation size. 8 in relation to the shares for which they are systematic internalisers at the quoted price at the time of reception of the order.s shall execute the orders they receive from their professional clients defined in accordance with Annex no. (3) Systematic internalisers shall. provided that it is executed at the quoted price. on the basis of the arithmetic average value of the orders executed in the market in respect of that share. the class of shares to which it belongs. the provisions of paragraph (6) shall apply to this difference. systematic internalisers may execute orders they receive from their professional clients at prices different than their quoted ones without having to comply with the conditions established in paragraph (4). Systematic internalisers shall be entitled to update their quotes at any time and they shall also be allowed. but lower than the standard market size. (7) When a client order includes a size which is a multiple of the standard market size plus a difference which is smaller than the standard market size. However.. 1287/2006.I. (5) Furthermore. Art.N. except where otherwise permitted under the conditions of paragraph (4) and (5). (4) S.M.shall determine at least annually. (2) The provisions of paragraph (1) shall be applied in respect of the shares traded on a regulated market authorised and supervised by C. 137. may decide to execute that part of the order which exceeds its quotation size. while complying with the provisions set down in Art. in respect of transactions where execution in several securities is part of one transaction or in respect of orders that are subject to conditions other than the current market price.

S. systematic internalisers shall be allowed to limit in a non-discriminatory way the number of transactions from the same client which they undertake to enter at the published conditions.S. 141 paragraph (1) and art. Art. in a non-discriminatory way and in accordance with the provisions of art. and in a manner which is easily accessible to other market participants. (2) Systematic internalisers may refuse to enter into or discontinue business relationships with investors on the basis of commercial considerations such as the investor credit status. in accordance with the regulations of the regulated market. it shall execute the order at one of the quoted prices in compliance with the provisions of art.S. shall make public the volume and price of those transactions as well as the time at which they are concluded. Art.M. 159 C. either on own account or on behalf of clients. on a reasonable commercial basis. Art. the counterparty risk and the final settlement of the transaction. in respect of post-trading disclosure Art. to limit the total number of transactions from different clients at the same time provided that this is allowable only where the number and/or volume of orders sought by clients considerably exceeds the norm. on the basis of their commercial policy and in an objective non-discriminatory way.S. shall establish clear standards for governing access to its quotes. b) complies with the conditions for price improvement laid down in art. 158 paragraph (4).V. 145.(8) Where the systematic internaliser is quoting in different sizes and receives an order between those sizes. shall check whether the S. To that end the S. except where otherwise permitted under the conditions of paragraph (4) and (5). 162 (1) The S. (2) System internalisers shall be also allowed.F. which concludes transactions in shares admitted to trading on a regulated market outside a regulated market or an alternative trading system. Section 3 – Obligations of the S.F.I. the clients to whom they give access to their quotes.N.145. 141 paragraph (1) and art. 161 (1) In order to limit the risk of being exposed to multiple transactions from the same client.F which acts as systematic internaliser: a) regularly updates bid and/or offer prices published in accordance with art.I. This information shall be made public as close to real time as possible. 155 and maintains prices which reflect the prevailing market conditions.F. (2) Details on the information which is made public in accordance with paragraph (1) .I.I. 160 (1) Systematic internalisers shall be allowed to decide.

F. as well as the exact time when these transactions have been executed.N.V. without the written express consent of the client. c) disposing or directly or indirectly using client assets or rights.I. k) covering obligations which result from transactions performed for own account and/or to the account of relevant persons using client assets.F. l) transmitting information from unofficial sources presented as confidential to the purpose of determining clients or potential clients to perform transactions or promises of gains made to clients. b) lending. by using the financial instruments and funds belonging to clients or third parties. m) any other fact recognised by C. 1287/2006. i) concluding an agreement between two or more persons which are closelyrelated to the purpose of obtaining benefits to the detriment of the clients. 30 of EC Regulation no.S.I.shall be made public by the means referred to in art. d) concluding financial instrument transactions whose purpose refers to hiding the identity of their owner.S. (3) The S. to the purpose of determining the latter to perform transactions in that financial instrument. j) providing misleading. Where the information is submitted through the electronic system of the regulated market where that share is admitted to trading the operator market shall allow the transmission of this information on a non-discriminatory basis and on reasonable commercial basis. Section 4 – Illegal practices and suspicious transaction notices Art. and which aim at achieving an illegal increase or decrease in the price of financial instruments. as illegal practice. incomplete or overstated information with respect to a financial instrument to a client.. 163 The following shall be considered illegal practices: a) stealing financial instruments belonging to clients and/or the associated funds. e) guaranteeing certain financial results following the transaction performed.S. which performs outside an MTF transactions in shares which are not admitted to trading on a regulated market and which are traded within an MTF shall make public through the MTF the size and the price of the transactions. without the written express consent of the client.M. in the sense of repeated transactions which are detrimental to the client to the purpose of generating commission for the S. without informing the client or without the latter’s prior consent. f) giving priority to the execution of trade orders for own account and/or to the account of relevant persons which are detrimental to competitive previous or simultaneous orders to client accounts.I. pledging or setting up guarantees on behalf of the S. . h) excessive trading for a discretionary account. g) performing transactions in cases of conflicts of interest.F.

settlement prices and valuations are calculated and lead to price changes which have an effect on such prices and valuations. shall make a notification to C.. 297/2004. Art. any person who performs operations on a professional basis. 297/2004.Art. h) orders to trade given or transactions undertaken by persons are preceded or followed by dissemination of false or misleading information by the same persons or persons linked to them. and might be associated with significant changes in the price of a financial instrument admitted to trading on a regulated market. c) whether transactions undertaken lead to no change in beneficial ownership of a financial instrument admitted to trading on a regulated market.N. in particular when these activities lead to a significant change in the price of the financial instrument. i) whether orders to trade are given or transactions are undertaken by persons before or after the same persons or persons linked to them produce or disseminate research or investment recommendations which are erroneous or biased or demonstrably influenced by material interest. 2 paragraph (2) point u). whose head office or branch is located in Romania and becomes aware of a fact or information that gives reasonable ground for suspicion of market manipulation or insider trading. defined under art. e) the extent to which orders to trade given or transactions undertaken are concentrated within a short time span in the trading session and lead to a price change which is subsequently reversed. d) the extent to which orders to trade given or transactions undertaken include position reversals in a short period and represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the regulated market concerned. 144 paragraph (5) point a) and b) of Law no. which should not necessarily be deemed in themselves to constitute market manipulation. g) the extent to which orders to trade are given or transactions are undertaken at or around a specific time when reference prices. the market operator.M. and are removed before they are executed. without delay. . the person who initiates the order and the following non-exhaustive signals. shall be taken into account when transactions or orders to trade are examined by C.V. f) the extent to which orders to trade given change the representation of the best bid or offer prices in a financial instrument admitted to trading on a regulated market.M. or more generally the representation of the order book available to market participants. 250 paragraph (3) of Law no. 165 (1) For the purposes of art. the system operator and the market participants: a) the extent to which orders to trade given or transactions undertaken represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the regulated market concerned. b) the extent to which orders to trade given or transactions undertaken by persons with a significant buying or selling position in a financial instrument lead to significant changes in the price of the financial instrument or related derivative or underlying asset admitted to trading on a regulated market.N. 164 For the purposes of art.V.

V. (3) Where that information under paragraph (2) is not available at the time of notification. provided that in the latter case confirmation is notified by any written form upon request by C. if disclosure would. 165 paragraph (1)-(3) shall not inform any other person.V. Art. electronic mail.N. in particular the persons on behalf of whom the transactions have been carried out or parties related to those persons. (4) The provisions of paragraph (3) shall be without prejudice to the requirements of the enforcement and the sanctioning regimes and to the rules on transfer of personal data laid down in the law.N.V.N.N. (3) C. and shall not involve the person notifying in liability of any kind related to such notification. b) reasons for suspicion that the transactions might constitute market abuse.M.(2) Persons subject to the notification obligation shall transmit to C.N. (4) Notification to C.M. providing the notifying person acts in good faith. e) any information which may have significance in reviewing the suspicious transactions. market order or other characteristics of the order) and the type of trading market (such as block trade). d) capacity in which the person subject to the notification obligation operates (such as for own account or on behalf of third parties). the following information: a) description of the transactions.M.V. or would be likely to harm the person having notified the transactions.N. and of other persons involved in the relevant transactions. as referred to in art.V. All remaining information shall be provided to C. as soon as it becomes available.M. 165 shall not constitute a breach of any restriction on disclosure of information imposed by contract or by any legislative.M. in accordance with paragraph (1)-(3) can be done by mail. 166 (1) The person notifying to C. telecopy or telephone. including the type of order (such as limit order. the notification shall include at least the reasons why the notifying persons suspects that the transactions might constitute insider dealing or market manipulation. shall not disclose to any person the identity of the person having notified these transactions. .M. regulatory or administrative provision. of this notification. (2) The fulfilment of the requirement under paragraph (1) shall not involve the notifying person in liability of any kind. c) means for identification of the persons on behalf of whom the transactions have been carried out. except by virtue of provisions laid down by law.V. (5) The notification in good faith as referred to in art.

167 (1) In order for a distance contract. a description of the main characteristics of the financial service. Art. the S.V. charges and expenses.F. the identity and the main business of the S..V.F.F. .I. including all associated fees.S. secondary premises.I. he shall be provided with the following information concerning at least the following: a) the S.I. with confirmation of receipt. the total price to be paid by the client to the S. b) the investment service to be provided or intended to be provided: 1. 297/2004 to be valid.s and investors Art.M. the geographical address of the registered office/head office..I.: 1.S. and all taxes paid via the S. 3.M.F. 2.S. through one of the following means: a) directly at the premises of the S.N. 168 In good time before the consumer is bound by any distance contract or offer.S.F.S.I.(6) C.F. d) by any other communication means recognised by law. and contact information by telephone. electronic mail. 165 immediately to the competent authorities of the regulated markets concerned. shall request and obtain in advance the written consent of the investor with respect to the conclusion of such contracts. c) by telex. 3. or. 2. the identity of the senior managers of the S. the basis for the calculation of the price enabling the consumer to verify it. shall transmit the notification of suspicious transactions under art. relevant notice indicating that: a) the financial service is related to instruments involving special risks related to their specific features.M.V. the single registration code with the Trade Register Office. telephone/fax number and the electronic mail address where they can be contacted. fax. 28 paragraph (3) of Law no. (2) The consent of the investor referred to in paragraph (1) shall be obtained by means of the signature of the investor on a standardised form. when an exact price cannot be indicated. defined in accordance with art. which allows for the identification of the sender.S.N.F.I.I.S. for the financial service. the authorisation granted by C.N.S. telephone/fax number and the electronic mail address of C. b) by mail. their geographical address. an the address. TITLE IV – Distance contracts and internet transactions Chapter I – Minimum content and requirements in respect of distance contracts concluded between S..I.F.

2. and the prior information are supplied. 2. practical instructions for exercising the right of withdrawal indicating.F. 297/2004. d) redress: 1. and the principles governing the protection of those who are unable to give their consent. undertakes to communicate during the duration of this distance contract. 6. 7. not covered by Law no.'s control. c) historical performances are no indicators for future performances. inter alia.I.F. Art. information on any rights the parties may have to terminate the contract early or unilaterally by virtue of the terms of the distance contract.S. 4. notice of the possibility that other taxes and/or costs may exist that are not paid via the S. the arrangements for payment and for performance. 5.b) the operations to be executed or whose price depends on fluctuations in the financial markets outside the S. and furthermore in which language. 297/2004.I.I.. the minimum duration of the distance contract in the case of financial services to be performed permanently or recurrently. whether or not there is an out-of-court complaint and redress mechanism for the investor that is party to the distance contract and. including any penalties imposed by the contract in such cases. to the principles of good faith in commercial transactions. 5. including information on the amount which the investor may be required to pay. 28 paragraph (7) and (8) of Law no. 7.S. where the right of withdrawal exists. or imposed by it.S. if so. or languages. the existence or absence of a right of withdrawal in accordance with art. the laws of Romania. any specific additional cost for the consumer of using the means of distance communication. the existence of guarantee funds or other compensation arrangements. the address to which the notification of a withdrawal should be sent. and. if such additional cost is charged. as a basis for the establishment of relations with the investor prior to the conclusion of the distance contract. the commercial purpose of which must be made clear. shall be provided in a clear and comprehensible manner in any way appropriate to the means of distance communication used.I. its duration and the conditions for exercising it. in particular. the S. 168. 3.F.F. such as minors.S. with due regard. any contractual clause on law applicable to the distance contract and/or on competent court. Member States and non-Member States which are taken by the S. any limitations of the period for which the information provided is valid. the methods for having access to it. 169 The information referred to in art. . as well as the consequences of non-exercise of that right. with the agreement of the investor. c) the distance contract which shall be concluded: 1. 6. or languages. in which language. 4. the contractual terms and conditions.

110 and art. Art.I.S.S.F. (2) The use of distance communication techniques shall require the investor's prior consent and shall not be allowed when the investor has not consented to their use (it shall not be allowed if the investor has expressed his manifest objection). 168 sub-paragraph b) point 1.S. shall inform the investor that other information is available on request and of what nature this information is.I.S. shall communicate to investors all the contractual terms and conditions and the information referred to in art. In any case the S. 172 paragraph (1) and (3). 4 and sub-paragraph c) point 1.S. shall provide the full information when it fulfils hits obligations under art. 171 (1) In the case of voice telephony communications or any other communication which involves direct speech a) the identity of the S. the S.I. 168 point a) on paper or on another durable medium available and accessible to the investor in good time before the investor is bound by any distance contract or offer.S. 172 (1) Under the sanction of nullity.F.I.F. shall fulfil its obligation immediately after the conclusion of the contract.S. Art.F.F.I. . (3) The expenses resulted under paragraph (2) to the purpose of obtaining the consent of the investors on the use of distance communication means shall not. and his link with the S. shall be made explicitly clear at the beginning of any conversation with the investor.S. This information shall be in conformity with the contractual obligations which would result from the law presumed to be applicable to the distance contract if the latter were concluded. b) the commercial purpose of the call initiated by the S.F.I. (2) The S. and the information referred to in art.F. d) automatic calling machines without human intervention.F.I.F. be borne by the investor. (2) Subject to the explicit consent of the investor only the following information needs to be given: the identity of the person in contact with the investor on behalf of the S.I.I. 170 (1) The S.. which provides investment services on the basis of a distance contract may use at least the following distance communication means: a) telephone. 2. under any circumstance. b) fax machines. (4) Information on contractual obligations shall be communicated to the investor during the pre-contractual phase. (3) The S. if the contract has been concluded at the investor's request using a means of distance communication which does not enable providing the contractual terms and conditions and the information in conformity with paragraph (1).S.Art. c) internet.

if it is on paper or on another durable medium available and accessible to the S.. unless this is incompatible with the contract concluded or the nature of the financial service provided Art. However. 28 paragraph (7) of Law no. 28 paragraph (7) of Law no.(3) At any time during the contractual relationship the investor is entitled. on the basis of the information received from the S. he may only be required to pay for the service actually provided in accordance with the contract and the amount payable shall not: a) exceed an amount which is in proportion to the extent of the service already provided in comparison with the full coverage of the contract. the investor is entitled to change the means of distance communication used. 28 paragraph (7) of Law no. if to a distance contract of a given financial service another distance contract has been attached concerning services provided by the S. 297/2004.F. without the investor's prior request or express consent. at his request. unless he can prove that the investor was duly informed about the amount payable. by means which can be proved. 172 paragraph (1) or b) from the day on which the investor receives the contractual terms and conditions and the information in accordance with art.I. to receive the contractual terms and conditions on paper. 297/2004. the S. without any penalty.I. 297/2004. he shall.S. 173 The period referred to in art. (4) When the investor exercises his right of withdrawal. under art. if that is later than the date referred to in point a).S. may not require the investor to pay any amount on the basis of contractual clauses. before the expiry of the deadline set out in art. (2) The deadline shall be deemed to have been observed if the notification.F.S.F. when an investor has the right to withdraw from the distance contract concluded with an S.I. Art. or by a third party on the basis of an agreement between the third party and the supplier. 172 paragraph (1). 168 sub-paragraph a) and subparagraph c) point 4.I. b) in any case be such that it could be construed as a penalty. this additional distance contract shall be cancelled.S. (5) In the situation referred to in paragraph (4).I. 168 subparagraph c) point 1. in conformity with art.I.F. In addition. in no case may such payment may be required if performance of the contract has commenced before the expiry of the withdrawal period. (3) When the investor exercises his right to withdraw from the distance contract in accordance with art.S. .S. provided that the investor has received the information laid down in art.F. is dispatched before the deadline expires. notify the S. 174 (1) If the investor exercises his right of withdrawal from the distance contract. shall begin: a) from the day of the conclusion of the distance contract.F.

regarding these alternative procedures and the way in which they should be used. 177 The use of the internet as distance communication means shall not exempt the S.. shall.(6) The S.S. which provides investment services through the internet shall have adequate IT equipment. 2) The investor shall be exempted from any obligation in the event of unsolicited supplies by the S. (7) The investor shall return to the S. shall ensure effective alternative systems so that investor orders may be executed. 176 Investors may not waive within distance contracts the rights conferred on them by this regulation. Art.F. without any undue delay and no later than within 30 calendar days from the date when it has received the notification on the investor’s withdrawal from the distance contract.S.I.I.F. within the agreement concluded with the investors. shall conclude agreements with internet suppliers and other entities involved so that to ensure the operational efficiency of the investment services provided to investors. the S. (2) In order to face potential interruptions in the electronic systems.F.S. 175 1) The supply of financial services to an investor without a prior request on his part. Art.S. any sums and/or financial instruments received from the S. Chapter II – Internet trading Art. taking into account the size of the activities they may be required to perform. when this supply includes a request for immediate or deferred payment shall be prohibited.S.I.I. 179 (1) To the purpose of providing investment services through the internet. as well as the requirement to execute investor orders promptly.I.F. without any undue delay and no later than within 30 calendar days from the day on which the consumer dispatches the notification of withdrawal from the distance contract.F. return any sums received in accordance with the distance contract.F.I.I.S.S.S. Art. Art. shall ensure that its electronic systems protects the confidentiality of the .F. Investors shall be informed by the S.F.S. except for the amount referred to in paragraph (4).I.I.F.I. the S.F. the absence of a reply not constituting consent. from the obligation to comply with the rules herein on the provision of investment services. even provided that the investors expressly consents to it. (3) The S.S. 178 The S.

F.I. the S. c) documents in proof of the residence of the client.S.S. trade limits and the balance sheet for own financial instrument portfolios.S.F. the latter may use the same communication means to provide investors with the information and reports referred to herein.I. Art.F.F.S. shall first receive: a) a copy of the investor identification documents. shall: a) ensure verification of investor identity when the latter accesses the system.I.I. the S. 182 (1) To the purpose of compliance with the requirement to verify the identity and the investment capability of investors. with confirmation of receipt.S. shall communicate by electronic mail to the investor the user name and two passwords: a) the first password – to view orders to purchase/sell financial instruments.S.F.F. which seeks to provide investment services on behalf of an investor exclusively through the internet. (4) In order to provide enhanced protection of information.I.S.F.F. and b) the second password – to introduce orders to purchase/sell financial instruments. the S. (5) In accordance with security standards in the field of electronic systems. (3) After verifying the request. clearly targets the residents of another state. (4) When investor orders are received by the S.F. (2) Confirmation of receipt by the S.F. Art. 180 When the offer of an S. b) information on the bank account. the authentication of data origin and protection of confidential messages. to transfer financial instruments and/or cash. In particular.S. the S. thus verifying the address provided by the investor. c) publish on its website accurate and permanently updated information and comply with marketing rules. including an account statement or a stamped cheque.I.I. 181 When providing investment services through the internet. of the aforementioned documents shall be given by transmitting to the investor a registered letter. the S. provided that both the electronic system of the S.data transmitted through the internet. the system shall ensure data integrity.I. Art.I. through the internet. shall ensure the security of the computerised order reception system. and of the client allow for their downloading and saving.S. . and the investor shall put in place a system to change passwords on a periodical basis.I. shall ensure that the offer complies with the regulations of that state. b) protect the website against any unauthorised access. the S.S.

. this only means of transmission shall be stipulated in the agreement and agreed by the client. may include in the agreement concluded with the investor clauses on the type of order and the conditions under which they may be transmitted. holds funds and financial instruments belonging to investors.F.S.I. opened with the S.F.S.S.F.S. 186 (1) The S. shall ensure that the investor receives on a systematic basis the information and reports herein on a screen where they may be read or in a format which may be downloaded from the internet.F. the provisions of paragraph (1) shall be implemented in cooperation with the intermediary which holds the funds and the financial instruments belonging to clients. (2) Confirmation of the recording by the S.F.Art.I. intends to transmit to the investor the reports and information referred to herein through the internet. so that an automated system shall block the orders when identifying an incompatibility. in the case of a new investor. shall clearly inform investors that no transaction may be initiated until the following are received: a) the documents referred to in art. 183 (1) The S.I. 184 (1) When the S. b) the written agreement on the use of the internet.S. as well as the clauses regarding the order. 185 (1) The S.I.S. Art. (2) According to market conditions. of client orders shall be displayed on the screen. The client shall be informed on the screen regarding the reasons for blocking the orders. shall then request the client to reconfirm the order.S.F. the message shall clearly identify the intermediary which undertakes these functions.I. shall develop a system to verify that orders are compatible with market conditions. the former shall have in place a system to verify the account automatically. (2) If the S.I.I. When funds or margins are insufficient.S. Art. may offer the investor.S. Art.F. the possibility to choose the way in which the latter may receive the reports referred to herein and the information regarding its portfolio. by means of the agreement. The S.I. In this case. The client shall be informed on the screen of the reasons why the order has been blocked and shall be required to correct the situation.F. does not hold funds or financial instruments belonging to investors. c) the funds or financial instruments in the account of the investor.I. 182. the system shall block the order. the S.S.S.F. (3) When the S.F.F.I. (2) The S.I.

d) margin trading – transactions performed by the S. in case of interruptions in the electronic system.N.F. the terms below bear the following meanings: a) short sale – the sale of securities which the seller does not hold at the time of the sale and which he has previously borrowed.) offered to clients in case of interruptions in the electronic systems. once the confirmation of recording the order has been transmitted to the investor and as soon as possible after the investor has reconfirmed the order.S.S.F.F.N.I. shall draft procedures in order to store the documents transmitted and received through the internet. so that they should be recoverable to the purpose of being examined by C.F. Art.F. shall take the necessary measures so that. sufficient capabilities in the following fields: a) computerised systems to take orders.S. shall have in place. the S.M. c) available workforce.F. etc. undertakes responsibility for the adequate execution of the order. Art.I. b) margin – the minimum level the client needs to hold in the margin account opened with the S. Lending and borrowing securities Chapter I – General provisions Art. shall make all the necessary efforts to inform users of the nature of these interruptions and their estimated duration.V. 188 The S. 189 The S.S. 187 (1) In case of interruptions in the system employed to receive orders. on an ongoing basis.S. 190 (1) The provisions of this Title shall apply exclusively to trading in securities/derivatives performed within regulated markets and shall be completed with the provisions of the regulations and regulated market procedures approved by C. the S. taking into account the size of its client base and its growth prospects.S.S.V.I.M. Art. fax.I. TITLE V – Margin trading. The margin may be set up in cash. to guarantee margin trading. b) alternative equipment (telephone. on behalf of the client .I. including safekeeping and backup systems.I. shall describe within the agreement concluded with the investor the alternative equipment available in case of prolonged interruptions in providing services. (2) For the purposes of this title.(3) The agreement concluded with the investor shall provide that the S.I. (2) The S. securities as well as in government securities with maturities less than 12 months.F.S.I.F. c) margin call – the obligatory request to comply with the limits set out in the agreement with respect to the margin account.

191 (1) The regulated market shall publish the list of securities admitted to trading which shall be subject to margin purchases.or in derivatives. The margin account for securities/derivatives operates by depositing an initial margin and monitoring compliance with the minimum obligatory level in accordance with this regulation.. Chapter II – Margin trading in securities Art.F.N.S. 194 (1) The S. (2) If margin purchases and short sales of client securities are performed simultaneously. may decide.N. may prohibit an S. on the exclusion from the list referred to in paragraph (1) of certain securities which may be subject to margin purchases and short sales. including at least the following provisions: a) the parties to the agreement.S. securities lending and the minimum size of the orders associated with these transactions.I. Art. . from performing transactions such as those referred to in this title.M.M. taking into account the latter’s financial position and the transactions performed.S. c) the initial margin and the minimum level of the margin which shall be maintained during the term of the agreement.V. short sales.F. regulations on capital adequacy. Art..either in securities – on the basis of a loan granted to the latter for the purchase of securities or on the basis of a securities loan granted to the purpose of performing short sales . 192 The loan granted by the S.V. (2) C.S. shall open a margin account for securities/derivatives on behalf of the natural or legal persons for whom the former shall perform margin trading.F. if deemed necessary. 195 When opening a margin account. Art. by means of a motivating decision. e) margin account – the account where margin trading in securities/derivatives is recorded.I. 193 C.F.N. (3) Margin accounts shall be separated from the other client accounts opened with the S. the total consideration of margin purchases and short sales shall comply with the provisions of C.I.M. an agreement for margin trading shall be signed.I.V. b) the purpose of the agreement. separate accounts shall be opened for the two types of transactions. Art.

the penalties applied in case of overdue payments. to the purpose of covering the difference. 191. the price communicated by the regulated market for that security shall be considered. splitting. the client margin account shall include securities and cash accounting for at least 25% of the current market price of the . the client shall deposit a guarantee equal to the equivalent of at least 50% of the market value of the securities which shall be acquired by margin trading.F. 198 (1) When performing margin purchasing in securities. the term of the loan..S. shares free of charge. h) clauses on withdrawing cash from the margin account. as well as the terms of payment. including the amount.S. j) clauses on the termination of the agreement. e) clauses on lending the securities acquired by margin purchases on behalf of the client to other natural or legal persons or on the use of securities acquired by margin trading on behalf of the client as guarantee for the loan granted to the client. early reimbursement and the reimbursement schedule. may request its clients to set up the initial margin referred to in paragraph (1) in a percentage higher than 50%. b) in the following days.d) clauses on the responsibilities of the client regarding the payment of the amount borrowed and of the interests associated to the loan granted by the S. Art.I. 197 (1) The securities in the margin account shall be valued by the intermediaries taking into account the following principles: a) on the purchase day. the interest. the acquisition price and the associated commissions. including the situation when the securities subject to margin purchases are removed from the list referred to in art.F. if appropriate. etc. 196 (1) When opening the margin account. c) when there was no dealing in that security in the previous trading session and there is no closing price. i) clauses on commissions and charges to be paid by the client. (2) The S. g) clauses on exercising the rights associated with the securities subject to margin purchases and short sales (dividends. Art.). (2) The value determined in accordance with the principles set out in paragraph (1) shall be considered the current market price and shall be used in the application of this chapter. the closing price of the securities in the previous trading session. interests. the conversion of the securities set up as guarantee into cash.I. f) clauses on situations when the margin falls below the minimum amount set out in the agreement and the period of time when the client shall respond to the margin call and. Art. as cash or securities.

I. (3) To the purpose of eliminating losses. shall calculate on a daily basis the value of the margin account for securities belonging to each client and shall adjust it to the minimum level in accordance with the procedure laid down in paragraph (2) or (3).securities acquired on the basis of the loan granted or made to settle short sales and the associated interests and commissions. Art. shall be authorised to sell the securities.. may request its clients to maintain the margin referred to in paragraph (1) in a percentage higher than 25%.F. .I.S.S.I. the S. 202 (1) Before performing a short sale of securities.F.I. which intermediates public offers of securities shall not be involved in the margin trading of these securities during the public offer. on behalf of the client. 198.F.S. shall initiate a margin call and shall inform the client of the date when the margin shortfall has been noticed. (4) The margin call shall not be covered with securities or cash from other accounts of the client. in cases when the margin account falls below the level established in accordance with paragraph (1) or (2). as appropriate.F. each client shall open a margin account with an S. opened with the S.S.I.F.F. the S.I. This income may be collected by the S. 199 (1) The S.F. if provided in the agreement.I. the S. (3) If the client does not respond to the margin call and the shortfall is not eliminated during the term set out in the agreement. unless the client gives a written instruction in this respect. and conclude an agreement for the short sale of securities.S. Art.S.F. 201 The S. thus requiring for the shortfall to be covered. (2) The S.I. in accordance with the risk of the securities acquired and the financial status of the client. shall include in the agreement a clause on “automatic sale orders “.F. Art.S. (2) When the margin account falls below the minimum limit set out in art. 200 The income generated by the interests and dividends associated with the securities acquired by the client by margin trading and deposited to cover the minimum margin requirement shall belong to the client.I. the government securities with a maturity less than 12 months until the shortfall is covered. due to changes in the current market value of the securities. Chapter III – Short sales of securities Art. or. which shall not be longer than two business days.S.S.

203 (1) When opening the account. f) clauses on guarantees/margins. (2) The securities acquired by margin trading and set up as guarantee shall not be used in short sales. (4) The information on short sales performed on a regulated market shall be made public by the market operator as soon as possible following the execution of the order. the S. Art. d) clauses on the validity of orders regarding the short sale of securities.S.F. and the client shall include at least the following provisions: a) the parties to the agreement. under the form of cash.F. b) the purpose of the agreement. shall identify whether those securities or other equivalent securities are available for borrowing to the purpose of delivering them to the buyer. Art. (3) When executing the order on the regulated market.I. at the time of the settlement. c) clauses on transmitting orders regarding the short sale of securities. 205 (1) Short sales shall be performed at a value at least equal to the price of the last transaction.S.I. (2) On the closing of the trading session.S. the client shall deposit in advance a margin accounting for at least 50% of the current market value of the securities subject to short sale or borrowed. 204 (1) The client shall notify in writing that the order transmitted to an S. the price referred to in paragraph (1) shall be equal to the opening price established in accordance with the regulations of the regulated market. g) clauses on the commissions and charges to be paid by the client and payment terms.S. . (3) The execution of short sale orders shall comply with the rules set out by the market operator.F. e) clauses on order execution.I. (2) Prior to performing a short sale.(2) The agreement on the short sale of securities concluded between the S. Art.F. securities or government securities with a maturity less than 12 months. h) provisions on the termination of the agreement. the S. is a “short sale order”. shall clearly show that the order is a short sale order.I.

g) clauses on the situations when the securities are not reimbursed on maturity. including the ISIN code. (4) By means of the loan agreement..F. 208 (1) The S. h) clauses on the fees and the charges paid by the client. by the opening of a margin account. hereinafter referred to as the borrower.S. the lender shall grant to the borrower all the necessary rights to perform transfer of ownership. and the client shall include at least the following provisions: a) the parties to the agreement. The borrower shall return to the lender the same type of securities at the end of a period of time set out in the agreement. hereinafter referred to as the lender to a natural or legal person.I.S.I. shall ensure a guarantee for the natural or legal person with respect to the . and registered on own account. Art.F.S.F.F.I. including the situation when the securities subject to margin trading are excluded from the list referred to in art.S. as appropriate.I. 206 (1) Securities shall be loaned to the purpose of performing short sales in compliance with the provisions of this chapter.F. 191. c) securities belonging to the clients of the S. 207 (1) Securities shall be loaned for a fee by the securities holder.Chapter IV – Securities lending Art. b) the purpose of the agreement.S..S.: a) securities belonging to the S. f) the principles of exercising the rights associated with the securities loaned. (2) The following securities may be loaned by the S. b) securities borrowed by the S. c) the term of the loan. Art. i) provisions on the termination of the agreement.I.I.F.I. (3) The securities lending agreement concluded between the S. accompanied. from another S.I.S. with the securities holders. only with the express written consent of the former. d) the description of the securities subject to the loan and their volume.F. e) the type and the value of the guarantee deposited in the margin account to secure the loan.S. The agreement shall not be included in other agreements concluded by the S. (2) Securities shall be loaned only following the conclusion of an agreement on securities lending.F. to the purpose of using them for settlement and to the purpose of maintaining a market maker position.

in accordance with the rules of the regulated market. shall apply to securities lending agreements accordingly. shall not maintain open purchase and sale positions for the same derivative with the same maturity.F. as appropriate. on situations of default and.I.F.I. f).S. the S. c). if the issuing firm pays dividends or interests for the securities loaned prior to their reimbursement. 198 and art. (3) The S. (2) The S. the S. Art. 195 point a). (4) In its relationships with the clearing house or the clearing member. (2) During the term of the loan.I. . 196. c) the maximum term when the client shall respond to the margin call. 199 on setting up and maintaining the minimum guarantees. Art. 211 (1) The provisions of art. e) the obligation of the client to immediately notify the S. the change in the face value of shares) or amount. Chapter V – Derivatives trading Art.S. shall not execute any order for the clients which have not set up the initial margin.S.I. 209 The provisions of art.F. as appropriate.S.S. b). art. i) and j) on opening the margin account shall also apply to derivatives accounts. h). shall open a margin account for derivatives on behalf of the natural or legal persons for which transactions in such instruments shall be performed.F. shall be responsible for the availability of the necessary amounts in the account to the purpose of performing derivatives trading to client accounts. b) clauses on the situations when the underlying asset undergoes significant changes with respect to price (for instance. legal reorganisation or bankruptcy.securities loaned on their behalf. The value of the guarantee shall be determined by joint agreement of the parties to the agreement concluded.F.I. in accordance with the rules of the regulated market. 210 (1) To the purpose of performing derivatives trading. (2) The investment service agreement which also entails the execution of derivatives transactions shall include at least the following: a) clauses which refer to covering the margin requirement of other accounts with the surplus in the margin account for derivatives. unless the agreement provides otherwise. the payment shall be made by the borrower to the lender. d) clauses on the forced closing without notice of open positions provided that the margin call is not complied with.

(3) The potential losses as well as the commissions associated with the transactions performed under paragraph (2) shall be borne by the S.F. shall execute on the market reverse orders with the same amount of derivatives.S. 514/2002. the S.F. the S.I.M.F.I. Marking to market refers to updating the margin accounts on the basis of the quotation or the closing price. Co-operation with authorities in . shall be authorised to sell the securities or. shall not record in the margin account for derivatives belonging to clients other transactions than those concluded on the regulated market. government securities with a maturity less than 12 months have been deposited in the margin account to the purpose of covering margin calls. (5) When the value of the margin account falls below the level set out in the agreement.I. 214 (1) In accordance with art. 6 of Government Emergency Ordinance no. the S.N.F.S.S.F.S. during and/or at the end of the trading session. simultaneously with closing the positions held by the client.I. I.N. Title VI – Cooperation between C. 212 (1) The S.V. taking into consideration the shortfalls/surpluses resulted from the re-evaluation of open positions.V.S. shall co-operate with the competent authorities from Member States in accordance with the powers vested upon it by law. shall be authorised to close the positions held by the client until the margin requirement is met.S. the S. as appropriate. S. 297/2004. (3) When the shortfall has not been covered within the term set out in the agreement. on a daily basis.M. the S.I.I. (2) When erroneous transactions are performed to the account of the client.I. the government securities with a maturity less than 12 months until the shortfall is covered.F. F shall be authorised to dispose of these financial assets (at the current market price) until the debts of the clients are covered. shall issue a margin call which shall be clearly recorded in the daily transaction report. (2) When the account balance falls below the required margin. in accordance with the rules of the regulated market. C. 25/2002 approved with all subsequent amendments by Law no.F. Art. 213 (1) The S. (4) When securities. and the competent authorities in Member and non-Member States Chapter I – Cooperation with competent authorities in Member States Art. shall mark to market the margin account of each client. amended by Law no.Art.S.

N. under art.M.V.V. may choose to address them directly.V. or. it shall notify this in as detailed manner as possible to the competent authority of the home Member State.1287/2006. (2) When the operations of a regulated market of a Member State within the territory of Romania have become of substantial importance for the functioning of the securities markets and the protection of the investors. within the framework of its powers a) carry out the verifications or investigations itself.V. and the competent authority of the home Member State of regulated market shall establish proportionate cooperation arrangements. Art. Art. it shall.16 of Regulation (EC) no. receives a request with respect to an on-the-spot verification or an investigation from a competent authority of another Member State. (3) The provisions of paragraph (2) shall be also applicable in the situation where a regulated market in Romania carries out operations of substantial importance.M. .M. In the case of intermediaries that are remote members of a regulated market in Romania.N. Art. (2) Where C. 1287/2006 C.M. 216 C.M. it shall take appropriate measures and shall inform that authority of the outcome of these measures and. 217 Where C.N. has good reasons to suspect that acts contrary to the provisions of the regulations in force carried out by entities not subject to its supervision.Member States is aimed at providing assistance and the exchange of information both in situations which constitute infringements of the provisions of the regulations in force in each Member State and in the case of investigations which are not conducted as a result of any infringement of these regulations. C. 215 (1) Where C.M.N.V. b) allow the requesting competent authority to carry out the verification or investigation.N. in which case it shall inform the competent authority of the home Member State of the remote member accordingly. may request the cooperation of a competent authority in another Member State in its supervisory activity for an on-the-spot verification (at the entity’s premises) or in an investigation.V. are being or have been carried out on the territory of Romania. c) allow auditors or experts to carry out the verification or investigation. or.N. 16 of EC Regulation no. if possible. on the territory of another Member State. receives a notification from a competent authority in a Member State on the infringement of the legal provisions of that state by an entity subject to its supervision. according to the provisions of art. of the interim measures taken.

Art. except in duly justified circumstances. as well as the information received under art. approved with all alterations and completions by Law no. d) in administrative appeals against decisions by the competent authorities. 297/2004.N. 260 of Law no.M. 25/2002 on approving the C. confidential information intended for the performance of their tasks. shall immediately inform the corresponding competent authority that sent the information. from the competent authorities of Member States may be disclosed only with their express agreement and only for the purposes for which those authorities gave their agreement. 7 paragraph (11) of Government Emergency Ordinance no. from transmitting to central banks. 134 paragraph (6) of Law no.V. 297/2004 or art.V.V. in their capacity as monetary authorities and. c) to impose sanctions. Likewise.Art. In the case of such agreement. may transmit the information received under paragraph (1) and under art.N. 297/2004 to other competent authorities in Romania with which it shall co-operate in the supervision and enforcement of Law no.M.N. 514/2002. exchanges information with other competent authorities under the provisions of this regulation. C. administrative and accounting procedures and internal control mechanisms.M. (2) C. e) in court proceedings initiated under art. b) to monitor the proper functioning of trading venues. in particular: a) to check that the conditions governing the taking-up of the investment services of intermediaries are met and to facilitate the monitoring.M.N. especially with regard to the capital adequacy requirements. when C. may request from these authorities the information necessary to the purpose of performing its functions provided . (4) The entities referred to in paragraph (2).V. 297/2004. on a nonconsolidated or consolidated basis. Similarly. statute. 219 The provisions of this chapter shall not prevent C. as well as other bodies or natural or legal persons receiving confidential information may use it only in the course of their duties. the information may be disclosed only for the purposes for which those authorities gave their agreement. (3) The information referred to in paragraph (2) shall not be transmitted to other bodies or natural or legal persons without the express agreement of the competent authorities which disclosed it.M. it shall indicate at the time of communication that such information must not be disclosed without its express agreement and only for the purposes for which C.V. to other public authorities responsible for overseeing payment and settlement systems.N. the European System of Central Banks and the European Central Bank. f) in extra-judicial mechanisms for investors’ complaints under art. the information received by C.M. gave its agreement.V. or.M.M. of the conduct of those services. 218 (1) When C.226.N. 225 and art.N.V. 2 paragraph (3) of Law no.N. where appropriate.V.

V. is in breach of the obligations arising from the provisions adopted pursuant to Law no.for in Law no. Art. Art. may refuse to act on a request for cooperation in carrying out an investigation. 13 paragraph (1) and (2) of Law no. has clear and demonstrable grounds for believing that an intermediary acting within the territory of Romania under the freedom to provide services.V. 222 (1) Where C.N. on-the-spot verification or supervisory activity as provided for in art. 297/2004 and art. providing as detailed information as possible. 220 (1) C. Art. information that is of relevance to C. 297/2004 and the regulations issued in its application.M. 218 and art.V.V. in particular when assessing the suitability of the shareholders or members and the reputation and experience of persons who effectively direct the business involved in the management of another entity of the same group. security or public policy of the State addressed. to the purpose of their supervision and verification. which do not confer powers on C. for the granting of an authorization.V. c) a final judgment has already been delivered in Romania in respect of the same persons and the same actions.V.N. 217 or to exchange information as provided for in art. C.N. 297/2004 and to this regulation. or to the other competent authorities involved in the exchange of information. as well as for the ongoing assessment of compliance with operating conditions. The European Commission shall be informed of such measures without delay. 221 For the purposes of art.M. supervisory activity or exchange of information might adversely affect the sovereignty.V. on-the-spot verification. despite the measures taken by the competent authority of the home Member State or because such measures prove inadequate.N. it shall refer those findings to the competent authorities of the home Member State. C.M. where: a) such an investigation. after informing the competent authority of the home Member State shall take all the appropriate measures needed in order to protect investors and the proper functioning of the markets. (2) If.N. (2) In the case of such a refusal. b) judicial proceedings have already been initiated in respect of the same actions and the same persons before the authorities of the Member State addressed.N. . shall notify the requesting competent authority accordingly.M. C.M.M. or that an intermediary which has a branch within the territory of Romania.. 219.N.M. shall consult and exchange information with the competent authorities of the relevant Member States. the intermediary persists in acting in a manner that is clearly prejudicial to the interest of investors in Romania or to the orderly functioning of markets. 12 paragraph (5) herein. This shall include the possibility of preventing offending intermediaries from initiating any further transactions within the territory of Romania.

N. d) granting assistance in investigations.N. take appropriate measures to prevent or to penalise further irregularities and.M. Art. (2) The cooperation agreements concluded with the supervisory and regulatory authorities of non-Member States shall include at least the following: a) exchange of information and assistance in the authorisation procedure.M. (2) If the intermediary concerned fails to take the necessary steps. C.N.M. ascertains that an intermediary that has a branch within the territory of Romania is in breach of the provisions of Law no.V. 677/2001 on the protection of persons with respect to the processing of personal data and the free circulation of such data. 222 and art. b) exchange of information on the transactions performed on the financial markets of those non-Member States. .V.V. C. despite the measures taken by C. in accordance with paragraph (2).V. the intermediary persists in breaching the regulations set out in paragraph (1). may transfer personal data of natural persons to a non-Member State in accordance to Law no.M. for verification and supervision it shall require the intermediary concerned to put an end to its irregular situation. Chapter II – Cooperation with competent authorities in non-Member States Art.N. 297/2004 and of the regulations issued in its application which confer powers on C. (3) If. 223 (1) Where C. may. The nature of the measures taken by C. in so far as necessary.V. may conclude cooperation agreements providing for the exchange of information with the competent authorities of non Member States only if the information disclosed is subject to guarantees of professional secrecy.V.M. c) providing copies of the documents associated with the transactions performed by the intermediaries in the two states. to prevent that intermediary from initiating any further transactions within the territory of Romania. 223 involving sanctions or restrictions on the activities of an intermediary shall be properly justified and communicated to the intermediary concerned.M.N. after informing the competent authority of the home Member State.Art. Such exchange of information must be intended for the performance of the tasks of those competent authorities.N. The European Commission shall be informed of such measures without delay.M. 224 Any measure adopted pursuant to art.N. (3) C. shall be communicated to the competent authorities of the home Member State.V. 225 (1) C.N.V. shall take all appropriate measures to ensure that the intermediary concerned puts an end to its irregular situation.M.

. Art. d) overseeing the bodies involved in the liquidation and bankruptcy of intermediaries and other similar procedures.N. Title VII . as appropriate. bodies. and. 227 Breaching the provisions herein shall be sanctioned in accordance with the provisions of Title X of Law no. 228 (1) Failure to comply with the provisions herein shall be deemed contravention and shall be sanctioned.(4) C.V. c) carrying out statutory audits of the accounts of intermediaries. natural or legal persons that are responsible for: a) the supervision of credit institutions. g) temporary prohibition to perform certain activities and services under Law no.N. (5) The cooperation agreements under paragraph (4) may be concluded only if the information disclosed is subject to guarantees of professional secrecy. may conclude cooperation agreements on the exchange of information with the authorities of a non Member State. where appropriate. e) overseeing persons charged with carrying out statutory audits of the accounts of intermediaries. 226 When the information to be provided by C. 297/2004. or which administer compensation schemes. by: a) main contravention sanctions: b) warning.V. in the performance of their functions. insurance undertakings and other financial institutions. d) ancillary contravention sanctions: e) suspension of the authorisation. solely for the purposes for which those authorities gave their agreement. it may not be disclosed without the express agreement of the competent authorities which have transmitted it.Sanctions Art. originates in another Member or non Member State. 297/2004. c) fine. insurance undertakings and other financial institutions. f) withdrawal of the authorisation. other financial organisations. Such exchange of information must be intended for the performance of the tasks of those authorities or bodies or natural or legal persons. b) the liquidation and bankruptcy of intermediaries and other similar proceedings.M. insurance undertakings and the supervision of financial markets. in the performance of their supervisory functions. Art.M.

Art. chapter VIII.F. Title VIII – Transitional and final provisions Art. Art. the managers and senior managers of the S. by suspension of the functioning authorisation until the provisions herein are met. the completion and/or change of the functioning authorisation shall be sanctioned by warning or fee. 234 The S.F. Art.S. and the compliance officers and. while performing the activity as well as the changes to the documents on which authorisation has been granted. 229 Failure to comply with the conditions imposed on authorisation. 233 The provisions of Title III. as well as voluntary involvement in market manipulation shall be considered crimes and shall be sanctioned in accordance with the provisions of art.. 297/2004. case in which the sanctioning ordinance shall also include the time period when those activities and services are prohibited. as appropriate. the investment agent.. section 2. as appropriate. (3) The individual sanction shall consider the personal and actual circumstances of the deed and of the doer.F. 13 paragraph (5) on the notification of registration with the Trade Register Office shall be sanctioned. 231 Intentional failure by the intermediaries which provide financial services within the territory of Romania to comply with the provisions on inside information.I.S.I.F.(2) The sanctions under paragraph (1) shall apply. 232 Failure to comply with the requirements under art. Art.S. but no later than within 90 days.I.06.I.F. (4) The suspension or withdrawal of the authorisation shall be performed together with the sanction of temporary prohibition to perform activities and services under Law no. as appropriate. by warning and fee applied to the senior managers of the S. to the S.I. as well as any transactions performed outside the regulated market and the MTF shall be applied starting with 01.S. 235 shall be sanctioned by warning or fee applied to the senior managers of the S. provided that the infringement may be corrected within maximum 5 days from the date when it has been found or by suspension of the authorisation until legal conditions are met. but no later than within 90 days.2007.S. 297/2004. as appropriate. 279 of Law no. shall categorise the clients and notify new clients. without notifying or requesting. Art. the compliance officer. 230 Failure to comply with the art. and existing clients that it .

(2) For the purposes of paragraph (1). 30 of EC Regulation no.I.V. b) the internal rules and procedures drafted in accordance with the provisions herein.I. no later than 15. Art. art.06.I. Art.S. 240 Regulation C.2007. professional clients or eligible counterparties in accordance with this regulation.S.I.2007. 103.F. Art.2/2006 regarding the regulated markets and alternative trading systems shall amend as follows: a) art. 1287/2006 shall apply starting with the entry into force of this regulation. shall notify C. c) the decision of the statutory body to approve the documents under point a) and b). including education and professional experience.I. e) the curriculum vitae of the person appointed to act as risk manager. of the following documents and information: a) the organisational chart of the firm and the organisational and functioning regulation which shall include the functions and duties of the S.V. the change of the line of business in accordance with Annex no. and their format and content may be changed by C. 239 The provisions of art.V. complies with the organisational and operational requirements herein.S. risk managers. market participants do not need to apply to each other the obligations laid down in art.S. f) the statement of the S. 37 shall have the following content: “Art.S. 237 Annexes 1-11 shall be deemed part of this regulation.M no. personnel. shall submit for approval by C. shall update its own rules and procedures to the purpose of compliance with organisational and operational requirements herein no later than 30.07.N.09. d) the list of persons who shall act as senior managers.F. 100. 235 (1) The S.F.V. art. Art. Art. compliance officers. Art. internal auditors and financial auditors.N.has categorised them as retail clients.F.2007. 37 (1) For the transactions concluded on a regulated market.M.M. Part I. managers and of the compliance officer on the fact that the S. 236 The S.F.F. 2 paragraph (10) and art. the S. 102.S. 238 This regulation and the order to approve the regulation shall enter into force within 15 days from its publication in the Official Gazette of Romania..I. by means of a decision.N.M. 9 no later than 30. . art.N.

... no 32/2006 regarding financial investment services..... (3) Systematic internaliser shall refer to the intermediary which performs transactions in accordance with Title III. art.N. art..V... 114 paragraph (2).. 234 from C..” d) art.M... in accordance with art. 68 (1) The participants in the alternative trading system shall comply with the obligations provided for in art.. art.. 106... they execute their orders through the alternative trading system... 46.. art. 116 . 103... and registered with the C.M.. 106..32/2006 regarding financial investment services .V.. art.V.. Section 2 of Regulation C.V.M. 1. art..M. art. 32/2006 regarding financial investment services with respect to their clients when. 79 and sub-paragraph e) point 1 of art..V..” b) in art. 122 . acting on behalf of their clients...V.... art..N. 105..N.N. 100.” e) the introduction of art. 103.. art.V. art. art.V..120.. 234 from C. art. 116 to 120... no. art. art.. art.N.. 127. art..... 122 . Regulation C. 116 . 110.. 162 paragraph (2) of the Regulation C.... Chapter VIII. Regulation C.. acting on behalf of their clients...V. art.N. 234 from C.. 114 paragraph (2)......M. as follows: .... art. art..145 and art..V. on reasonable commercial terms and on a non-discriminatory basis.135. 137 to 145 and art.. 79 The bodies authorised by C.M.. art. 105.. 112 paragraph (1) indent c). no 32/2006 regarding financial investment services. 112 paragraph (1) indent c). art.48 paragraph (2) shall have the following content: “(2) Market operators shall provide access.... C. art. art. 110. art...(2) The intermediaries authorised in non-Member States shall not be directly . may perform transactions or make investments in financial instruments traded on financial markets recognised by C. 115 paragraph (1).M.N..N.32/2006 regarding financial investment services with respect to their clients when. no 32/2006 regarding financial investment services.125.M. art.M. 102.... 109. 68... 114 paragraph (2). 130 ... to the arrangements employed for making public the information under the paragraph (1) to investment firms which are acting as systematic internaliser in order to be able to publish the details of their transactions in financial instruments. art...145 and art. has concluded a cooperation agreement with the competent authority which authorises and supervises the financial market in the home non-Member State in accordance with art. 225 of C..N. 106... art. 109. art.120.N..V. on reasonable commercial terms and on a non-discriminatory basis. 102. Regulation no...N. paragraph (1) shall have the following content: „Art. 110.. 155 of Regulation C. 115 alin. 137 ... Register... 127.. paragraph (2) and (3) shall have the following content: “(2) Market operators shall provide access.. in order to be able to publish their share quotations in accordance with the provisions of art. they execute their orders on a regulated market...135... art. 79 shall include the following: .... 127.. 112 paragraph (1) indent c). to the arrangements employed for making public the information to investment firms which are acting as systematic internalisers. Regulation no.. (1).. 115 alin.. as appropriate..V. art.. no. art. 130 ... 130 to 135...125.... (2) Market participants shall comply with the obligations provided for in art. art.. 100.105..M. 32/2006 regarding financial investment services.M.. art.. art. art...” f) art.M. art..Art.M. 122 to 125. 80 paragraph (2) shall include the following: ....... (1). art. 137 .. 109.N...N.. art.V.... art..” c) in art.

Art. the drawing up of lists of insiders. 15/2005 on investment services. published in the Official Journal of the European Union no. approved by Order of the President of C. .12.2005. 43 of Law no. 60 of C. published in the Official Journal of the European Union no.” Art. 32/2006 regarding financial investment services.M.2006.M. 39/2004 as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive. 297/2004 and art. no.M.04.N.N. published in the Official Journal of the European Union no.2002.N. Regulation no.2004. has authorised the branch of an intermediary in the non-Member State under the conditions of art.M. 39/2004 on markets in financial instruments.2006. no.N. b) Regulation no 6/2006 to change Regulation no. 31/2006 to complete C. c) Directive no. 73/2006 implementing Directive no. published in the Official Journal of the European Union no. 124/2003 implementing Directive no.connected to the systems of the regulated markets and/or multiple trading facility in Romania. e) Directive no. L 145 of 30.2006.12. c) Section 3 of C. approved by Order of the President of C.V. 242 This regulation shall transpose the provisions of the following directives: a) Directive no.V.09. 70/22.V. L 339 of 24. regulations to the purpose of implementing European Union Directives. d) any other contrary provisions.N. approved by Order of the President of C.M. the notification of managers' transactions and the notification of suspicious transactions.2003. 15/2005 on investment services.V. 18/21. 15/2005 on investment services shall be kept abolished. L 241 of 02.V.02.N. (2) The regulations and decisions referred to in art. the following shall be abolished: a) Regulation no. 190 of Regulation no. 6/2003 as regards the definition and public disclosure of inside information and the definition of market manipulation.N.M. Regulation no.V. 72/2004 implementing Directive no. published in the Official Journal of the European Union no.M.10.11. 65/2002 concerning the distance marketing of consumer financial services.V. L 162 of 30. no. d) Directive no.04. except in cases where C. b) Directive no. 6/2003 as regards accepted market practices. the definition of inside information in relation to derivatives on commodities. 106/14.2004. 241 (1) When this regulation enters into force. L 271 of 09.

The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers.I. 2 This shall be filled in case in which the S.….………………. 4.I.F..F.……………. number and issue date) Single registration code with the Trade Register Office: ……………………………………………………… Registered office: …………………………………………………………….’ shall be replaced with ‘(name of the firm) branch’.S.. holds an registered office and an head office. 9. (telephone number) ……………………………………. Telephone number: …………………………….. 1 Where a branch of an intermediary within a non Member State is authorised. 2.. 7.S. 3. documents. Signature of the legal representative: ……………… Date: Signature of the contact person: ………………………. 1 A PAGE 1/4 APPLICANT IDENTIFICATION DATA 1.………………..….. .. with the signature of the legal representative and the firm’s stamp. (family name.. (street and number) ……………………………… ……………………………… …………………………… (location) (county) (postal code) Fax number: ………………………………………… ……………………………………. (family name.…………….ANNEX No.. all completions should be added on a separate page. first name and position) This application shall be accompanied by the list of documents attached and by a number of …………. APPLICATION FOR THE AUTHORISATION OF A S. first name and position) ………………………………………. amounting to a total number of ……… pages.I. the expression ‘a S.F. ………………………………………. 8. (telephone number) 5. (street and number) ……………………………… ……………………………… …………………………… (location) (county) (postal code) ……………………………………………………………..S.. Legal representative: Contact person: E-mail address: ……………………………………………………………………………………. Head office2: 6. 1 Applicant name: ……………………………………………………………………………………… Registration certificate with the Trade Register Office: ………………………………………………… (series...

F. ancillary services: a) Safekeeping and administration of financial instruments for the account of clients. including custodianship and related services such as cash/collateral management. c) Dealing on own account. 10. c) Advice to undertakings on capital structure.ANNEX No. industrial strategy and related matters and advice and services relating to mergers and the purchase of undertakings. e) Investment research and financial analysis or other forms of general recommendation relating to transactions in financial instruments. d) Portfolio management. letters e) and h) of CNVM Regulation no. b) Execution of orders on behalf of clients. . d) Foreign exchange services where these are connected to the provision of investment services. 1 A PAGE 2/4 ACTIVITIES TO BE AUTHORISED APPLICATION FOR THE AUTHORISATION OF A S.. where these are connected to the provision of investment or ancillary services. 31/2006 amending CNVM regulations by implementing certain provisions of European directives.. with respect to the mandate given. on a discretionary basis. with the signature of the legal representative and the firm’s stamp. where these portfolios include one or more financial instruments. e) Investment advice. including investors individual account portfolios. f) Underwriting of financial instruments and/or placing of financial instruments on a firm commitment basis g) Placing of financial instruments without a firm commitment basis.F. b) Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments. Signature of the contact person: ……….S. all completions should be added on a separate page. 2.I. indent 1. Core services (investment services and activities): a) Reception and transmission of orders in relation to one or more financial instruments. Activities for which authorisation is sought 1. granting the credit or loan is involved in the transaction. h) Operation of Multilateral Trading Facilities. f) Services related to the underwriting of financial instruments on a firm commitment basis.I. g) Investment services and activities as well as ancillary services of the type included under indents 1 and 2 related to the underlying of the derivatives included under article 2. where the S.S.. Family name and first name of the legal representative: …………… Family name and first name of the contact person: ………………… Date: □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Signature of the legal representative: …….… The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers.

all completions should be added on a separate page.S. FM – firm manager. IA – investment agent. 3 The column ‘Position’ shall be filled in. with: BoD – member of the Board of Directors. INTERNAL CONTROL DEPARTMENT REPRESENTATIVES. as appropriate.…………………………………………. with the signature of the legal representative and the firm’s stamp.ANNEX No.F. 1 A PAGE 3/4 11..I. Position3 Personal numeric code Family name and first name of the legal representative: . Signature of the legal representative: ………………………………………………. ICDR – internal control department representative. . MEMBERS OF THE BOARD OF DIRECTORS. Date: The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers. FIRM MANAGERS. INVESTMENT AGENTS Family name and first name APPLICATION FOR THE AUTHORISATION OF A S.

in the case of firms admitted to trading on a regulated market and of firms where the state or a public administration authority acts as shareholder or associate. For each major legal person shareholder. providing its shareholder structure down to the natural person shareholder level.I. This column shall not be filled in. S. 7 In the case of foreign natural and legal persons. Date: The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers. 12. Signature of the legal representative: ……………………………………………………. with the signature of the legal representative and the firm’s stamp.’S SHAREHOLDERS Natural/legal persons4 No.I.F. case in which these details shall be provided.ANNEX No.S. SHAREHOLDERS5 Name/Family name and first name Home state Competent supervisory authority6 Holdings No.F. with the name of the supervisory authority in the home state together with its required contact data (full address. all completions should be added on a separate page. Where the firm has more than 20 shareholders. 5 The column ‘Shareholders’ shall be filled in starting with the shareholder structure of the firm that seeks authorisation.’S SHAREHOLDERS APPLICATION FOR THE AUTHORISATION OF A S. 1 A PAGE 4/4 DATA ON THE S.F.………………………………………. the series and the number of the passport and the registration number with the institution of the home state similar to the Trade Register Office shall be provided. a new page shall be filled in. the last line being filled in with ‘other natural and legal person shareholders with holdings below 5%’ and the total of their holdings. only those shareholders who hold minimum 5% of the share capital shall be provided.I. e-mail). telephone and fax number. 4 .S. of shares Percentage of the share capital Single registration code/Personal numeric code7 Family name and first name of the legal representative: . 6 This shall be filled in only in the case of legal persons..S.

paragraph (1). in original form or as legalised copy □ □ □ Criminal record certificate..…………………………………8 PAGE 1/2 11. Firm managers Family name and first name □ □ □ CV □ □ □ Copy of ID □ □ □ Legalised copy of graduation document □ □ □ Statement (art.F. 7. in original form or as legalised copy Statement (art. 7. in original form or as legalised copy □ □ □ Fiscal record certificate. in original form or as legalised copy □ □ □ □ Fiscal record certificate.ANNEX No. point 6) Statement (art. Members of the Board of Directors Family name and first name CV Copy of ID Legalised copy of graduation document Criminal record certificate.F. indent d). with respect to the setting up of the investment firm and to its registration with the Trade Register Office 13. ………………………………………………. in original form or as legalised copy □ □ □ □ □ □ □ 18. point 6) □ □ □ Statement (art. point 1) □ □ Copy of ID □ □ □ □ □ □ Name of group.I. indent d). Copy of the closing statement of the judge delegated to the Trade Register Office. indent d). Copy of the registration certificate with the Trade Register Office 14. where appropriate □ □ Major shareholder/ associate structure □ □ Annual and half-yearly financial statement 17. point 7) 16.I.S. paragraph (1). indent d). paragraph (1). 7. paragraph (1). 1 B LIST OF AUTHORISATION DOCUMENTS for a S. 7. indent e). 7. Self-binding personally signed statement of the S. Legal person shareholders Name □ □ major □ □ Certificate (art. Natural person shareholders major Family name and first name □ □ Criminal record certificate. paragraph (1).’s major shareholders Family name and first name 8 The applicant’s name shall be provided . point 7) 12. Document of incorporation original legalised copy □ □ □ □ Fiscal record certificate. in original form or as legalised copy 15.S.

F. 7. indent. which should include the organizational chart □ □ 21. Family name and first name □ □ □ Internal rules and procedures (they shall include at least the items referred to in the Title III.I. Regulations Organisation and functioning regulation. The business plan (it shall include at least the items referred to in art. Chapter I) 20. j) □ .S.□ □ 19. Questionnaire filled in by each significant shareholder of the S. paragraph (1).

S.N. Legalised copy of the document which certifies legal ownership over the location used as registered office required for the functioning of the S.F. The documents referred to in art.M..S. The documents referred to in art.I.I.F.F. holds an registered office and an head office.S.N. Type of contract: ownership □ lending for use□ rental □ sub-rental □ In the case of a sub-rental contract: .I. The firm which requests authorisation in order to provide all the services referred to Annex no.F.I.S.10 Family name and first name 24.’s internal norms and regulations.12 Type of contract: ownership □ lending for use□ rental □ sub-rental □ In the case of a sub-rental contract: authenticated statement of the owner who agrees to the intended use of the sub-rented location legalised copy of the rental contract.I.I.F.F. 9 must submit to C.V.authenticated statement of the owner who agrees to the intended use of the sub-rented location legalised copy of the rental contract.S.V. Legalised copy of the document which certifies legal ownership over the location used as head office required for the functioning of the S.M.N. 12 This shall be transmitted in case in which S.N. 72 for the authorisation of the representative/representatives of the internal control department. Curriculum vitae of the persons appointed to ensure the internal audit function Family name and first name 9 The applicant’ name shall be provided.S. 10 .M. registered with the tax authority □ □ 27. 13 This shall be transmitted in case in which S.S. 24 for the authorisation of at least two natural persons as investment agents11 Family name and first name □ 25.’s managers and for the person/persons that the S. the documents referred to in this regulation for the authorisation of at least four natural persons. the documents referred to in this regulation for the authorisation of at least two natural persons.I. 11 The firm which requests authorisation in order to provide all the services referred to Annex no. for: the registered office □ the head office13 □ 28. wishes to authorise as representative/representatives of the internal control department who shall represent the firm in its relationship with C.…………………………………9 □ 22.V. registered with the tax authority □ □ □ □ □ □ □ □ 26. mentioning the responsibilities established by the C. regulations and by the S. 23.F.I. holds an registered office and an head office.S. The list of signature specimens for the S. Self-binding statement signed by the legal representative of the S.F. 9 must submit to C.M.PAGE 2/2 LIST OF AUTHORISATION DOCUMENTS for an investment firm ……………………………………………….V.

Proof of paying the authorisation and registration to the C.N. all completions shall be added on a separate page.N. Register fee.M. Curriculum vitae of the persons appointed to ensure the risk management function Family name and first name 30. to the C. as appropriate. Proof of holding the initial minimum capital corresponding to the services to be authorised 31. with the signature of the legal representative and the firm’s stamp. . account Family name and first name of the legal representative: ……… Family name and first name of the contact person: …………… Date: □ □ □ Signature of the legal representative: ………… Signature of the contact person: ……………… The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers.V.□ 29.M.V.

Submitted and signed today...... in my own name and responsibility......F............... and that I comply with the requirements referred to in art.S...................ANNEX No...........I......... holder of an identification document in the form of …..... PNC ... shall be provided............(5) for the manager and/or for the member of the Board of Directors that is a manager ................. of Law no......S.... 297/2004 on the capital market and of the regulations in force with respect to investment services.... issued by ……................ .. 16 The name of the S.... ....... 31/1990... domiciled in . 6 paragraph (3) indent b) and c) and paragraph17 ………................................. on ................ in case of foreign persons... Signature ......16......... hereby state that I do not breach the provisions of Law no........ no.... as ……………………………………………15 of the S......... 17 It shall be filled – (4) for the member of the Board of Directors that is not in the superior management.F............. 1 C STATEMENT The undersigned …..... 32/2006 on investment services................... of Regulation no...... fully aware that the provision of false statements shall be punished in accordance with the law.. 14 IRC for Identification Records Certificate. 15 The position held shall be provided: member of the Board of Directors and/or manager...............14...................... republished........ ............ series ….... valid until …….....I.... IC for Identification Card or PAS for passport... Date ..

............................................ IC for Identification Card......................... 20 ........... holdings in connection with other persons found in close links: Persons found in close links Name of the firm where shares are held Resident state of the firm where the shares are held Participation of the persons found in close links to the firm’s share capital /voting rights (%) Submitted and signed today................ANNEX No. on ........ valid until ……………….... shall be provided..... Date ........... in may own name and responsibility....... individual holdings: Name of the firm where the shares are held Resident state of the firm where the shares are held Participation to the firm’s share capital/voting rights (%) b) holdings linked to other related parties: No........... hereby state the following holdings which account for at least 10% of the share capital or of the voting rights: a) No..... 18 IRC for Identification Records Certificate. series …...S............................I... holder of an identification document in the form of …..... or PAS for passport.........S....... Related party Name of the firm where shares are held Resident state of the firm where the shares are held Participation of the related party to the firm’s share capital /voting rights (%) c) No... as ……………………………19 of the S...............F.......... domiciled in ... 1 D STATEMENT The undersigned …................F................... Signature ........... fully aware that the provision of false statements shall be punished in accordance with the law.18. PNC .. in case of foreign persons.......... ..... no.................... 2 The position held shall be provided: member of the Board of Directors and/or manager.... 3 The name of the S..........I. ............ ............ issued by ……...............................

I. legal form.F. …………………………………………………. it shall be indicated the authority/s in charge with her/his surveillance on an individual or consolidated basis as well as the legal appropriate competencies.S. Precise the source of the used funds in order to obtain the participation to the S.2.F.2. unique registration code and the address of the registered office shall be provided ………………………………………………….S. 3. For the legal person shareholder. 2. Delivering such information is not necessary when the surveillance authority is CNVM. the quote of the capital and the vote rights for each person shall be specified.S. shareholder: 3. assigned as one of the S.S. When the shareholder is a significant shareholder such as credit institutions.1. mentioned at the point 3. …………………………………………………………. for natural persons the name and surname.F.S. capital market companies or insurance companies. Precise the intended scope through participating to the S. 9. share capital. 6. For the foreign persons the date when they established the domicile in Romania shall be provided. citizenship and domicile shall be provided. 5. Is the natural person mentioned at point 3.I.shall be transmitted a list with his/her shareholders. Which are the orientations envisaged by the shareholder related to the nature and the volume of the S.. ………………………………………………………. Identity of the S. if necessary. 1 E Questionnaire *) For direct/indirect shareholders of the entities that ask for authorization as S. ………………………………………………………. In case of the significant shareholders. mentioned at the point 3. issuer and the date of issuing it. Name and the address of the registered/central office for which the following information is transmitted: ……………………………………………………………. activity in the next years? ………………………………………………………… direct □ indirect □ .S.1. 1. PNC.I. 4. managers ? ………………………………………………….1. ………………………………………………….I. Type of the shareholder 3.I. surname and their function.I. …………………………………………………. …………………………………………………. place of birth. (name.S.... for legal persons the name.. ………………………………………………….F.ANNEX NO.. Precise the identity of the Board of Directors members and/or the persons that ensure the current activity management of the legal person shareholder. ……………………………………… ……………………………………… 8. share capital. / the persons that intend to hold or increase the significant position within a S.. series and the number of the identity card.F. ………………………………………………………. address and the telephone number shall be provided).F.F.I. 7.

Have been the associates/shareholders. have you been sanctioned or have you been refused an authorization by the authorities in charged with the surveillance of the financial-banking field in Romania or abroad? …………………………………………….I. giving or receiving bribe. administrators or the persons that manage the current activities of the legal person shareholder mentioned at point 3. 11. Has the shareholder or the shareholders for the last 5 years been or is/are at present the subject of some enquiries or administrative or legal procedures? Did these procedures conclude with a sanction or interdiction? If yes.F. *This questionnaire shall be filled in by each direct/indirect significant shareholder of the S. Signature ……………………Stamp (if necessary) Date……………………………………. 297/2004 and other similar sanctions applied by BNR. I take the responsibility to immediately communicate to CNVM any change related to the provided information and to communicate each year the information to the S... breach of trust. CSA or other supervisory and regulatory authorities in the economic and financial field ? ………………………………………………… ………………………………………………… 12. The undersigned declares on own account and under the law sanctions that the provisions of the Art. Name and surname/ (for the legal person their legal/statutory representative shall sign). At the same time.I. 13.I. shall transmit this information to the authorities in accordance with the enforced law. Are you or have you been for the last 5 years in a conflict with an authority from Romania or abroad. use of forgery. paragraph (1). included in the provisions stipulated at the art. misuse of funds. …………………………………………….S. no matter rehabilitation has appeared meanwhile. paragraph (2). as well as other economic frauds that fall under the sanctions.1. and all the information of this questionnaire is complete. 273. forgery.F. sanctioned by a legal definitive decision for fraudulent management. For the last 5 years.S. Deliver any other useful information that may allow a complete and correct appreciation of the patrimonial situation.I. 6.………………………………………………………… 10. The questionnaires signed by a representative are not accepted. In case of the significant shareholders that indirectly hold participations in the share capital of the S. The S..F. of the activity and the participant reputation related to the share capital of the S. applied by CNVM. the information requested at point 8 is not necessary. letter f) are observed concerning the funds used in order to obtain the participation to the share capital of the S. give any useful information? 14. letter c) of the Law no.. ……………………………………………….S.F. In case of the Romanian legal persons authorized by CNVM the information requested at points 4 and 5 is not necessary. false testimony.S. ………………………………………………. or vote rights.I. mentioned at point 1. give details.F.I. an authority in charged with surveillance in the financial-banking field? If yes.S..F. .S.

........21...... as shareholder with a ..... PNC ..... domiciled in .... PAS passport for foreign persons 3 Name of the financial investment services company shall be provided................S........... no..% holding of the S...........22........... holdings linked to other related parties: Related party Name of the firm where shares are held Resident state of the firm where the shares are held Participation of the related party to the firm’s share capital /voting rights (%) f) No.... ..................... 6 paragraph (3) indent f) of Regulation no............... Name of the firm where the shares are held Resident state of the firm where the shares are held Participation to the firm’s share capital/voting rights (%) e) No................F. holder of an identification document in the form of ….................................. doctor................ hereby state that I comply with the requirements referred to in art... .... valid until ………………......................... .... on .......... letter a) of this statement....... 32/2006 on investment services and the following holdings which account for at least 10% of the share capital or of the voting rights: d) individual holdings: No... 5 The position (advocate............................ 4 Value of the dividends annually collected from each company provided at point 1......I.. 1 F STATEMENT 1.. The undersigned …....................................... holdings in connection with other persons found in close links: Persons found in close links Name of the firm where shares are held Resident state of the firm where the shares are held Participation of the persons found in close links to the firm’s share capital /voting rights (%) 21 Name and surname of the natural person that is significant shareholder of the financial investment services company... series …. etc) held and the net revenues for each activity shall be provided........ANNEX No..........23............ issued by ……......... 2 ID Identity card..

etc) held and the net revenues for each activity shall be provided.. fully aware that the provision of false statements shall be punished in accordance with the law.000 (inclusively bonds.. Signature . Other debts. …………………………………………….. Date .2. ……………………………………………………. Value of the dividends collected in the last three years from the companies presented at point a) is the following24: No. having the amount: ……………………………………... in may own name and responsibility. each having a value equal or larger than the equivalent in lei of EUR 5. …………………………………………………… ……………………………………………………. Foreign currency..... doctor. letter a) of this statement.foreign currency.. ………………………………………….... 4 Value of the dividends annually collected from each company provided at point 1.... 5 The position (advocate. ………………………………………….. ....... Note: Point 2 shall not be filled in by the indirect shareholders. ……………………………………. Lei.. having the following amount: …………………………………………… lei.... Name of the company where the shares are held Company object of activity Headquarters of the company Dividends value The revenues obtained from the basic activity or from other activities developed during the last three years are the following25. Submitted and signed today. Held participations at the undertakings for collective investment schemes or other undertakings for collective investment schemes in Romania or abroad....... Held deposits at the credit institutions in Romania or abroad.. government bonds) in Romania or abroad: …………………………………………...

PNC ... valid until ………………. 6 paragraph (3) indent f) of Regulation no............ no.......... IC for Identification Card.... Name of the firm where the shares are held Resident state of the firm where the shares are held Participation to the firm’s share capital/voting rights (%) h) holdings linked to other related parties: No........................ in may own name and responsibility... on .... fully aware that the provision of false statements shall be punished in accordance with the law....32/2006 on investment services and has the following holdings which account for at least 10% of the share capital or of the voting rights: g) individual holdings: No................................................................ ...........ANNEX No... 2 The position held shall be provided: member of the Board of Directors and/or manager. Date ..27............................. or PAS for passport. 3 The name of the investment firm shall be provided........................ domiciled in ..26..... 26 IRC for Identification Records Certificate... issued by ……........ Signature ................................F... holdings in connection with other persons found in close links: Persons found in close links Name of the firm Resident state of the where shares are firm where the shares held are held Participation of the persons found in close links to the firm’s share capital /voting rights (%) Submitted and signed today............... series ….......................... Related party Name of the firm where shares are held Resident state of the firm where the shares are held Participation of the related party to the firm’s share capital /voting rights (%) i) No............% holding of the S... .......... hereby state that the company whose legal representative I am complies with the requirements referred to in art........................ 1 G STATEMENT The undersigned …..........I.... as legal representative of the shareholder with a ....... holder of an identification document in the form of …......................... in case of foreign persons... ...S.

Yes □ Yes □ No □ No □ 43. ……………………………… (county) …………………………… (postal code) Fax number: ………………………………………… 36.…. 30 Where the answer is positive..……………. E-mail: …………………………………………………………………………………….. ……………………. Are there outstanding proceedings.………………. Single Registration Code with the Trade Register Office: …………………………………………………….. first name and position) ……………………………………. with the legal representative’s signature and the firm’s stamp. complaints or investigations against the firm?30 28 29 The applicant’s name shall be provided. Address of the person in charge with managing the archives: 42. Registration certificate with the Trade Register Office: ………………………………………………………… (series.……………. (street and number) ……………………………… (location) 35. ... details shall be provided on a separate page. ………………………………………...…. (telephone number) 38. (street and number) ……………………………… (location) ……………………………… (county) ………………………….ANNEX No. (postal code) ……………………. Where the answer is positive.. Address of the premises where the firm’s archives are deposited: ……………………………………………………………. Person in charge with managing the archives: ……………………………………… (Family name and first name) 41. Registered office or head office: …………………………………………………………….… 34. a list with the creditors’ names and identification data. Date when the firm has ceased its operations: …………………………. number and issue date) 33. the amounts owed and the way in which debts shall be covered.…………………………………28 granted by CNVM decision no.. Telephone number: …………………………….. 39.. 1H APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION OF THE OF A S... Does the firm have debts to market entities?29 ……………………………………………………. The list shall be signed by the legal representative and shall bear the firm’s stamp.S. of ……………………… 32. Legal representative: ………………………………………. (family name.………………. (Telephone number) 40. 37.F.I.

with a total number of ……… pages.I. of ……………………… 44.S. Are there any judgments or securities which have not been enforced?31 Yes □ No □ This application is accompanied by the list of documents attached and by a number of …………. . 31 Where the answer is positive. with the legal representative’s signature and the firm’s stamp. Signature of the legal representative: ………………. details shall be provided on a separate page.F. all completions shall be made on a separate page. documents.. ………………………………………. …………………….……………. Date: The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers. with the legal representative’s signature and the firm’s stamp..…………………………………28 granted by CNVM decision no.APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION OF THE OF A S.

clients . 1 I LIST OF DOCUMENTS FOR WITHDRAWAL OF THE AUTHORISATION OF S.’s statutory body 2. ………………………………………………. Certificates in proof issued by the entities of the capital market where the investment firm is a member or participant to the system (they shall include at least the items referred to in the art.S. account of the fee for withdrawing the authorisation Family name and first name of the legal representative: …………………………… Signature of the legal representative:……………… Date: The firm’s stamp □ □ □ □ NOTE: If the space provided in the form is not enough for the details of the answers.I. all completions shall be provided on a separate page.F.I.CNVM The proof of the transfer of the securities to the central depository (the issuer register) or to the accounts provided by the clients 4.ANNEX No.. indent b)).V. 11. The proof of payment in the C. 32 The applicant’s name shall be provided . The financial auditor’s report on the firm’s financial situation on the date of ceasing its activity 6. with the legal representative’s signature and the firm’s stamp. The mention of the location of the archives and the identification and contact data of the person in charge with the firm’s archives 5.…………………………………32 1. The proof of paying its debts to . Name of the entity □ □ □ 3.M. The decision of the S.F.S.N.

…..the dissolution of secondary premises □ □ □ □ □ □ □ □ - 33 Where the increase/decrease of its share capital is as results as merger/spin-off.M. 46.… 48.N.S. Applicant name: ………………………………………………………………………………………………….ANNEX No. Internal control department representative: ………………………………………. E-mail: ……………………………………………………………………………………..S.N.F. (telephone number) ……………………………………. 12 the management of an investment firm the change in the Board of Directors the change of registered office secondary premises . .F.the reduction of its object of activity the change in the shareholder structure as a result of acquiring or losing majority positions approved by C. ……………………………… (county) …………………………… (postal code) Fax number: ………………………………………… 50. (family name. (street and number) ……………………………… (location) 49. the application shall be drafted according to Annex 1L. number and issue date) 47.. Telephone number: ……………………………. 1 J PAGE 1/1 APPLICANT IDENTIFICATION DATA APPLICATION FOR AUTHORISING CHANGES IN THE ORGANISATION AND FUNCTIONING OF A S. Manager: 52.share capital33 .. (prior to registration with the Trade Register Office): .. Single Registration Code with the Trade Register Office: …………………………………………………….the decrease of its share capital □ object of activity ..the establishment of secondary premises . (family name.V.M. according to art.I.. 51.I.V.. Changes in the organisation and functioning of the S. first name and position) ………………………………………. (telephone number) 53. first name and position) ……………………………………..……………….the increase of its share capital □ . Registered office or head office: …………………………………………………………….the expansion of its object of activity . Registration certificate with the Trade Register Office: ………………………………………………………… (series. 45.……………. which shall be authorised C.

.…………………………… ………………. Signature of the manager: Signature of the internal control department representative: Date: ……………….F. all completions shall be made on a separate page. with the legal representative’s signature and the firm’s stamp. documents.S. The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers. . □ the change in the name and/or logo of the firm This application is accompanied by the list of documents attached and by a number of ………….…………………. with a total number of ……… pages..…….I..PAGE 1/1 APPLICANT IDENTIFICATION DATA - APPLICATION FOR AUTHORISING CHANGES IN THE ORGANISATION AND FUNCTIONING OF A S.

original . 7.V. 297/2004 Changes in the Board of Directors membership Family name and first name of the new Board member □ □ □ CV □ □ □ □ □ □ .S. point 7) □ □ □ Statement (art.V. paragraph (1).N. indent d).’s statutory body The addendum to the S. account the fee for authorisation alteration/completion □ □ □ □ - Specific documents for (the documents attached function of the change requested to be authorised shall be ticked) Share capital alteration . paragraph (1). 7. indent Statement (art.ANNEX No. in accordance with art.I.the financial auditor’s report on the lawfulness of the share capital increase/decrease Changes in the object of activity Changes in the shareholder structure following the acquisition or reduction of significant positions approved by C. indent d).shareholder register certificate . point 6) □ □ □ Statement (art. function of the activity object subject to authorisation . ………………………………………………..I.S.F.F.N.new shareholder structure CV Legalised copy of graduation document □ □ □ Legalised copy of graduation document Copy of identity document Criminal record certificate Fiscal record certificate Statement (art.I. 7 of Law no. 12.…………………………………34 General documents The decision of the S. 1 K PAGE 1/2 LIST OF DOCUMENTS FOR AUTHORISING CHANGES IN THE ORGANISATION AND FUNCTIONING OF S. respectively art. paragraph (1).S. 7. 7.F.’s document of incorporation . paragraph (1). 18 indent (4) and (5) of Law no.proof of fully paying the share capital to an account especially opened to this purpose with a bank .legalised copy The proof of paying to the C.proof of holding the initial capital set out in art. indent Changes in the firm’s management Family name and first name of the new 34 □ □ □ Copy of identity document □ □ □ Criminal record certificate □ □ □ Fiscal record certificate The applicant’s name shall be provided .M.assignment contracts . 297/2004.M.

where appropriate. registered with the tax authority .’s secondary premises Type of contract: lending for use renting □ □ Setting up/dissolution of secondary premises ownership □ sub-renting□ In the case of sub-renting contracts: .written self-binding statement of the legal representative of the S.S.explanatory note on the status of the archives. 15. of the investment agencies and. paragraph (1).………………………………………………. registered with the tax authority □ PAGE 2/2 LIST OF DOCUMENTS FOR AUTHORISING CHANGES IN THE ORGANISATION AND FUNCTIONING OF S.S. point 6) d).I.manager d).I.legalised copy of the renting contract.I.F. 35 The applicant’s name shall be provided . all completions shall be provided on a separate page. which shall include at least the items referred to in art.authenticated statement of the owner who agrees to the intended use of the sub□ rented location . point 7) Changes in the registered office □ □ □ □ □ □ □ □ □ □ □ □ □ □ . Family name and first name of the internal control department representative: …………………………………………………… Date: Signature of the manager:……………… □ □ □ Signature of the internal control department representative: …………………………… The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers.S.F.S.F. in case of withdrawing the authorisation of those secondary premises .written statement of the owner who agrees to the intended use of the sub-rented location □ □ .…………………………………35 . paragraph (1).. 15.legalised copy of the deed in proof of legal ownership over the location intended to be used as registered office required for the functioning of the S. which shall include the items referred to in art.I.legalised copy of the renting contract. indent k) Family name and first name of the manager: ……………………. indent i) . with the legal representative’s signature and the firm’s stamp.F .legalised copy of the deed in proof of legal ownership over the location intended to be used for the functioning of the S.self-binding statement of the investment firm’s legal representative. . of the internal control department representatives who have carried out their activities within secondary premises. Type of contract: ownership □ lending for use □ renting □ sub-renting □ In the case of sub-renting contracts: .the organisation and functioning regulation.

.................. and date Investment agents: No..36 series …............ 37 The S..................... issued by …….. complies with the requirements set out in art.....................’s name shall be provided..... Family name and first name CNVM authorisation no.... on .. in my own name and responsibility...................I.. 36 .............. in case of foreign persons..S.... 38 Paragraph (2) or paragraph (2) indent b) – f) and paragraph (3)..37......... Family name and first name CNVM authorisation no...................................... hereby state that the secondary premise (branch) in ………………………………………................ fully aware that the provision of false statements shall be punished in accordance with the law.......... and date Submitted and signed today............................... Date ..I.......... I In case of setting up branches as secondary premises.. I also mention the following data on the secondary premises for which authorisation is requested: Telephone number: Fax number: E-mail: Internal control department representatives: No... manager of ..... no... 32/2006 on investment services.... this shall be filled in.... as S.ANNEX No....... 17 paragraph …38 of Regulation no......... PNC ........ IB for Identity Bulletin... ....... 1L STATEMENT I The undersigned …....F............F........ valid until ………………............... holder of an identity document in the form of …....S................ IC for Identity Card or PAS for passport....................... domiciled in .

................. ...Signature .

. PNC .... hereby state that the secondary premise (agency) in ………………………………………..... issued by ……...... 39 .............................................F................... II In the case of setting up an agency as secondary premises.. .... 40 The S.....ANNEX No................F...................I...... fully aware that the provision of false statements shall be punished in accordance with the law... manager of ..... domiciled in ................. in my own name and responsibility.. Signature .. IB for Identity Bulletin.. as S....... in case of foreign persons.......................39 series …........... 32/2006 on investment services.......... Date .................S...........S.I......’s name shall be provided..40......................... no.. complies with the requirements set out in art... valid until ………………. IC for Identity Card or PAS for passport.......... Family name and first name CNVM authorisation no................ this shall be filled in..... on ................................ holder of an identity document in the form of …. 1 L STATEMENT II The undersigned …..... 17 paragraph (5) of Regulation no.......................................... and date Submitted and signed today..... I also mention the following data on the secondary premises for which authorisation is requested: Telephone number: Fax number: E-mail: The address of the branch to which the agency is subordinated: Investment agents: No....

.................S...... the status of the internal control department representatives who have carried out their activity within the secondary premises is the following:43 No................. .... authorised by CNVM decision no....... PNC .... and date of the authorisation decision The status of the internal control department representative transferred to the firm’s premises withdrawal of the in authorised by authorisation decision has been requested □ □ Family name and first name of the internal control department representative Submitted and signed today........ 41 . on ......... this shall be filled in...................... IC for Identity Card or PAS for passport..... have ceased their activity starting with ... in case of foreign persons............... valid until ………………..........the status of the investment agents who carry out investment business on behalf of the firm within the secondary premises is the following: No.............. ..........the documents.. in my own name and responsibility....................... Signature ................................F........’s name shall be provided.......... hereby state that: ..... . manager of ...................F....I...... and date of the authorisation decision The status of the investment agent transferred to the firm’s premises withdrawal of the in authorised by authorisation decision has been requested □ □ □ No.... no.................................... domiciled in ..... as S.... records and archives of the secondary premises have been transferred to ........ holder of an identity document in the form of ….................I......... IB for Identity Bulletin...... 1L STATEMENT III The undersigned …...........................42.... this shall be filled in...the secondary premises (agency or branch) in ………………………………………......................... 43 In the case of branches.................................... 42 The S............. Family name and first name of the investment agent No. . Date ....................................... issued by ……...........41 series …........S.................ANNEX No............ fully aware that the provision of false statements shall be punished in accordance with the law.. III In the case of secondary premises dissolution.......

.fulfil the requirements provided for at the Art. IB for Identity Bulletin.........F......... on ............... no.I....44 series …........ issued by ……........... holder of an identity document in the form of …........ At the same time.... 47 Type of the headquarters (social or central) 48 letter g) for the social headquarters (in case there is no central headquarter) and for the central headquarters letter g) point 1 for the social headquarters (in case there is a central headquarter) 44 ......F. IC for Identity Card or PAS for passport..... as ………………. para..46 ........S.....48 of the Regulation no........ 1 L STATEMENT IV The undersigned ….. PNC .......... in case of foreign persons... on my own name and responsibility................ANNEX No................... ........ 6.. domiciled in ........ Date .................F.............45of the S...... or leader for the subsequent changes of the social/central headquarters 46 Name of the S.... valid until ……………….............. (3)……. I mention the following data regarding this headquarter: Telephone number: Fax number: Email address: Submitted and signed today............... 32/2006 on the investment firms...................... 45 “Legal representative “ on the moment of authorizing the S....S................ hereby state that the headquarters ……………………47 from ………………………………... fully aware that the provision of false statements shall be punished in accordance with the law...I......... II In the case of setting up an agency as secondary premises..... ……………………………...... Signature ...........I.. this shall be filled in............S..

..……………….... (family name and first name) ………………………………………...… 57. all completions shall be provided on a separate page....... 1 M PAGE 1/1 APPLICATION FOR THE AUTHORISATION OF CHANGES IN THE S...S. Manager: 61...... This application is accompanied by the list of documents attached and by a number of …………..share capital increase following merger with another firm .....ANNEX No. 60....... (telephone number) 62....…... Telephone number: ……………………………. Registered office or head office: …………………………………………………………….. 59..... Signature of the manager: Signature of the internal control department representative: Date: ……………………………………………............ Internal control department representative: ………………………………………... Applicant’s name: ……………………………………………………………………………………… 55....... (family name and first name) …………………………………….……………....… ……………………………………………........F.. 49 the name of the firm to be absorbed shall be filled in .... with a total number of ……… pages...’S SHARE CAPITAL FOLLOWING MERGER/SPIN-OFF 54.. (telephone number) …………………………………….. Registration certificate with the Trade Register Office: ………………………………………………… (series............ Changes in the firm’s organisation and functioning which are subject to authorisation by CNVM (prior to registration with the Trade Register Office): ...... Single Registration Code with the Trade Register Office: ……………………………………………………. (street and number) ……………………………… ……………………………… …………………………… (location) (county) (postal code) Fax number: ………………………………………… 58.....I.. with the legal representative’s signature and the firm’s stamp. E-mail: ……………………………………………………………………………………........... number and issue date) 56.... The share capital following merger/spin-off .… The firm’s stamp □ □ NOTE: If the space provided in the form is not enough for the details of the answers....49 ..share capital decrease following spin-off 63....

16 paragraph (2) in case of merger with a firm with a different line of business 72. Decisions of the extraordinary general meetings of the firms participant to the mergers Name - □ □ □ □ □ □ □ 66. all completions shall be provided on a separate page. 16. the incorporation document of the resulting investment firm/firms 68.CNVM Proof of the securities transfer to the central depository (issuer register) or to the accounts provided by clients 65.. Addendum for the changes in the participant firms documents of incorporation. Project for . 50 The applicant’s name shall be provided .S. Signature of the internal control department representative: …………….N. Personally signed statement by the investment firm’s manager on the absorbed firm’s ceasing its activity.I. is a member or participant to the system (mentioning the items referred to in art.spin-off 67.…………………………………50 □ 64. 1 N PAGE 1/1 LIST OF DOCUMENTS FOR THE AUTHORISATION OF CHANGES IN THE S.’S SHARE CAPITAL FOLLOWING MERGER/SPIN-OFF ………………………………………………. The financial auditor’s report on the merger/spin-off 71.V.I. Date: □ Signature of the manager: …………….M.F.S. account the authorisation fee Family name and first name of the manager: ………………………… Family name and first name of the internal control department representative: ……………………………………………. paragraph (1). or. where appropriate. The merger/spin-off balance sheets 69. The statement referred to art. The administrator’s report on the merger/spin-off 70. accompanied by Certificates in proof issued by the institutions of the capital market where the S. with the legal representative’s signature and the firm’s stamp. a)..clients . Proof of paying to the C.ANNEX No. indent.merger . point 1) Name of the institutions Proof of paying debts to . The firm’s stamp □ □ □ □ □ □ NOTE: If the space provided in the form is not enough for the details of the answers.F.

..... This application is accompanied by the documents mentioned below with a total number of ……………… page.. .M. The firm’s stamp Family name and first name of the S.... 1. 71 Proof of paying to the C.....F.S...V........ Criminal record certificate 6. ……………………. as representative of the internal control department...... …………………………………………....F.. …………..... issued by ……...... no...... .. account the authorisation and registration to the C......N................. holder of an identity certificate in the form of ….. domiciled in .. shall carry out his/her activity within the premises located in ……….. ……………………………………………. the name of the firm which requests the authorisation of the internal control department representative...I. …….. 2......……... mentioning education and professional expertise Copy of the identity document Legalised copy of graduation certificates Copy of the graduation certificate for the internal control department staff training course.... authorised by CNVM decision no..N...S.../Ms......M............. on .………2 requests authorisation of Mr.V.…………………………………52 The under mentioned ………………………………………………………………..M. Self-binding original statement on compliance with the conditions set out in art.................. issued by C... no...... original legalised copy □ □ □ □ □ □ Fiscal record certificate original legalised copy □ □ □ □ 7... …………… St..53./Ms....I. ……………....... PNC .…………………………………... valid until ………………...... We hereby mention that Mr..ANNEX No. Register fee ……………………………………………... 3...... 2 A PAGE 1/1 APPLICATION FOR THE AUTHORISATION OF Mr... 53 IB for Identity Bulletin and IC for Identity Card... ………………………………………………………………………51 as representative of the internal control department ………………………………………………. 5...../Ms... county....V.. 8...N... 4.. Curriculum vitae... series ….. manager: Date: 51 52 the name of the person for whom authorisation is requested shall be provided.. manager: Signature of the S.

......................M.......................... ............. 297/2004 on the capital market and of the regulations and instructions of C. Submitted and signed today..V.................... no..................................... PNC . hereby state that I meet the conditions set out in art........................54....... on . issued by …….................... 71 of Regulation no.............. Date ....... holder of an identity document in the form of ….........N........ Signature ...... domiciled in .F......... valid until ……………….......... ............. series …..ANNEX No.....................S........ 2 B STATEMENT The undersigned …... 32/2006 on investment services to the purpose of authorisation as internal control department representative and I hereby commit myself to comply with the provisions of Law no..... as employee with an individual employment contract in the S................................... 54 IB for Identity Bulletin or IC for Identity Card........................... ........ fully aware that the provision of false statements shall be punished in accordance with the law.... in my own name and responsibility....... as well as of the regulated markets.......I.

……………………………………………………………………55 as internal control department representative of ………………………………………………....S. of …………………… The under mentioned………………………………………2 requests withdrawal of the authorisation of Mr. The name of the firm which requests withdrawal of the internal control department representative authorisation shall be provided./Ms....I. …………………….. as representative of the firm’s internal control department.…………57...…………………………………56 Granted by CNVM decision no./Ms. Annex: justifying documents regarding the date of ending or changing the labour the proof of payment into the CNVM account the authorisation withdrawal tariff Family name and first name of the S.. has carried out his/her activity within the premises located in ……….. The firm’s stamp 55 56 The name of the person for whom withdrawal of the authorisation is requested shall be provided... …………….. 57 The reason why withdrawal is requested shall be provided. ……………………….... ./Ms. manager: Date: …………………. county.…………………….. …………… St.... We hereby mention that Mr.ANNEX No..... manager: Signature of the S...F. ……. ……………………... as a result of …………………. ………………………...….………………………. authorised by CNVM decision no. 2 C PAGE 1/1 APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION OF Mr... no.F..S...…….I.

.. Legalised copy of the graduation certificate 75.. Register... valid until ……………….... 79............within the premises located in ……….N...... Date: □ Signature of the manager: ……………..... We hereby mention that Mr.. 22 (annex 3B) 76.......................... 3 A PAGE 1/1 APPLICATION FOR THE AUTHORISATION OF Mr. Copy of the identity document 74. ………………………………………………. …………………………………………………58 as investment agent of the S...... no....... certified by C. domiciled in ................ Proof of paying the fee for authorisation and registration with the C...M.. The firm’s stamp 58 59 The name of the person for whom authorisation is requested shall be provided..... shall carry out his/her activity: .. …………......S.. Family name and first name of the internal control department representative: ... ...... Family name and first name of the manager: …………………………...ANNEX No... …….. …………………….......……..... …………… St...M../Ms...F.....………3 requests the authorisation of Mr.. on the fulfilment and compliance with the conditions laid down in art... PNC .S..... Copy of the certificate issued by CNVM on the graduation of the capital market training course.………………………………….... Statement by the manager of the S.... Fiscal record certificate original legalised copy □ □ □ 78.... county ./Ms........I...... with a total number of ………………… pages.. issued by ……............. as investment agent of the firm..F.... 73.... holder of an identity document in the form of …...............I.... in the case of tied agents 80. The name of the firm which requests the authorisation of the investment agent shall be provided...... on ...V....60 series …... no../Ms... . Criminal record certificate original legalised copy □ □ □ □ □ 77........ …………………………………....………………59 The under mentioned ………………………………………………………………. Self-binding original statement on compliance with the conditions set out in art. Signature of the internal control department representative: ……………. we hereby attach the documents mentioned below.....V.as tied agent □ □ To the purpose of authorisation......……............ 60 IB for Identity Bulletin or IC for Identity Card. 19 paragraph (3).N........

... domiciled in ............................... exclusive representative as of employee the firm …………………………………62 …………. 22 of Regulation no........ in my own name and responsibility..... Submitted and signed today.... no........... Signature .M.....................32/2006 on investment services to the purpose of authorisation as investment agent and I hereby commit myself to comply with the provisions of Law no............... valid until ……………….......... as well as of the other regulated markets............. 61 62 IB for Identity Bulletin or IC for Identity Card......... on .............. 3 B STATEMENT The undersigned ….. PNC and .... issued by ……...... fully aware that the provision of false statements shall be punished in accordance with the law....... holder of an identity document in the form of ….................................................... 297/2004 on the capital market and of the regulations and instructions of C......................... hereby state that I meet the conditions set out in art............. The type of contract concluded: work contract or mandate or agent contract (acceptable in the case of the person that will perform the activity of delegate agent) .....N........................V.....61. series …...................................ANNEX No. ........................... Date .........................

. .... no..... under holographic signature.. from which to come out that the financial investment services agent is not allotted with codes and access passwords to the capital market entities systems the proof of payment on the CNVM account of the authorisation withdrawal tariff Signature of the manager: ……………..F. as a result of ……………………………………………65..ANNEX No.within the premises located in ………….. county………………………………. 65 The reason why withdrawal of the authorisation is requested shall be provided.. 3 C PAGE 1/1 APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION AND REMOVAL FROM THE CNVM REGISTER OF Mr...S..... Data: 63 64 The name of the person for whom withdrawal of the authorisation is requested shall be provided. has carried out his/her activity: ... …………… St.S... □ □ - Family name and first name of the manager: …………………………..F....…63 as investment agent of the S.…………... Signature of the internal control department representative: …………… The firm’s stamp ……………………... We hereby mention that Mr. The name of the firm which requests withdrawal of the investment agent authorisation shall be provided.../Ms.... …………………....../Ms.. ……………………………………………….... ... ………………….. ……………………………………..…64 The under mentioned ……………………………………………3 requests withdrawal of the authorisation of Mr......I./Ms........ Family name and first name of the internal control department representative: .........as tied agent Annex: justifying documents on the date of ending the work relations the proof of blocking/ disabling the codes and access passwords in the capital market entities system self binding statement.…………………... …….I.. of the S.. as investment agent of the firm.

. market operations (family name.……………… …………………………………….……………….66 81.. (telephone number) ……………………………………. Registered office or head office: ……………………………………………………………. Legal representative: 89. first name and position) 90..……………… 85. Representative of the internal control department for capital ………………………………………. Single Registration Code with the Trade Register Office: …………………………………………………… 83. all completions shall be provided on a separate page. Number of the authorisation issued by the National Bank of Romania ……………………………………… 84. Signature of the legal representative: ………………… Date: Signature of the contact person: …………. …………………………………….. (family name.... (family name. documents.. . first name and position) ……………………………………….……………. 66 The credit institution’s name shall be provided.. (telephone number) 86. with a total number of ……… pages. (street and number) ……………………………… ……………………………… …………………………… (location) (county) (postal code) Fax number: ……………………………. Signature of the internal control department representative: ………………………… The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers.…. number and issue date) 82. Registration certificate with the Trade Register Office: ……………………………………………… (series. Contact person in charge with the carrying out of capital market operations: 87... E-mail: ………………………………………………………………………………… ………………………………………. first name and position) (telephone number) This application is accompanied by the list of documents attached and by a number of ………….ANNEX No. Telephone number: ………………………… 88. Registration number with the Bank Register ……………………………………………….. 4 A PAGE 1/2 APPLICANT IDENTIFICATION DATA APPLICATION FOR REGISTRATION WITH THE CNVM REGISTER OF THE CREDIT INSTITUTION ……………………………………………………………………………. with the legal representative’s signature and the firm’s stamp.

with the legal representative’s signature and the firm’s stamp. . including investors individual account portfolios.S.. Signature of the internal control department for capital market operations: ……. c) Dealing on own account. c) Advice to undertakings on capital structure. 31/2006 amending CNVM regulations by implementing certain provisions of European directives.S..I. f) Services related to the underwriting of financial instruments on a firm commitment basis.S. where these are connected to the provision of investment or ancillary services. g) Investment services and activities as well as ancillary services of the type included under indents 1 and 2 related to the underlying of the derivatives included under article 2. on a discretionary basis. e) Investment research and financial analysis or other forms of general recommendation relating to transactions in financial instruments. where these portfolios include one or more financial instruments.. Activities for which registration with the CNVM Register is requested: 1. d) Foreign exchange services where these are connected to the provision of investment services.. Core services (investment services and activities): a) Reception and transmission of orders in relation to one or more financial instruments. b) Execution of orders on behalf of clients.F. Signature of the legal representative: ……………….………………………………67 91.ACTIVITIES TO BE PROVIDED MENTIONED IN THE AUTHORISATION ISSUED BY NBR APPLICATION FOR REGISTRATION WITH THE CNVM REGISTER OF THE CREDIT INSTITUTION ………………………………………………. with respect to the mandate given. industrial strategy and related matters and advice and services relating to mergers and the purchase of undertakings. f) Underwriting of financial instruments and/or placing of financial instruments on a firm commitment basis g) Placing of financial instruments without a firm commitment basis. e) Investment advice. where the S.F. □ □ □ □ □ □ □ □ □ □ □ □ □ □ 67 The credit institution’s name shall be provided.… Signature of the contact person in charge with the carrying out of capital market operations: ……………. 2. granting the credit or loan is involved in the transaction. Date: The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers all completions shall be provided on a separate page. b) Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments. ancillary services: a) Safekeeping and administration of financial instruments for the account of clients.……. including custodianship and related services such as cash/collateral management. indent 1..I. d) Portfolio management. letters e) and h) of CNVM Regulation no.

9. Register of at least two natural persons as investment agents Family name and first name Proof of membership to the investor compensation Fund Proof of payment of the fee for registration with the C. 24 for the authorisation and registration with the C. 2.. □ 4.… Signature of the contact person in charge with the carrying out of capital market operations: ….….ANNEX No.V.M.V. all completions shall be provided on a separate page. identification of the offices in which this services are provided and. 5..V.. □ □ □ □ Signature of the legal representative: …………………. in order to control the way in which the credit institution respect the capital market legislation The manager of the organisational structure in charge with capital market operations Family name and first name 3.. 6.N.N.……………. 72 for the authorisation and registration with the C. Register of at least one internal control department representative Family name and first name The documents referred to in art. 297/2004.V. 4 B LIST OF DOCUMENTS FOR THE REGISTRATION WITH THE CNVM REGISTER OF THE CREDIT INSTITUTION ……………………………………………….N.…. 8.M.V. including the object of activity The internal procedures that must provide at least the following: separation of the personnel attributions which provide financial investment services according to the Law no. access in offices mentioned in internal procedures.M.. Date: The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers.M. to the personnel which perform financial investment services according to the provisions of the Law no.M. 68 The credit institution’s name shall be provided . Signature of the representative of the internal control department for capital market operations: ……. 297/2004. The documents referred to in art. List of signature specimens for the credit institution representatives in the relation with C. with the legal representative’s signature and the firm’s stamp.N. the separate evidence of the capital market operations from the current operations of the credit institution Self-binding statement personally signed by the legal representative regarding the credit institution accept to permit C. The authorisation issued by the National Bank of Romania.………………………………68 □ □ PAGE 1/1 1. Register □ □ □ 7.N. also.. as well as to the evidences regarding the activity performed on the capital market.

………………………………………. principal object of activity manufacturing. consuming and/or commercialization of commodities related to the underlying of the derivative financial instrument traded on the regulated market □ □ □ □ 95. 101. (family name. exclusively for trading on it’s own account the derivative financial instruments having the respective commodities as underlying69 □ □ 96.. all completions shall be provided on a separate page.…... of transactions involving derivatives such as futures and options. with the legal representative’s signature and the firm’s stamp..the carrying out. (street and number) ……………………………… ……………………………… …………………………… (location) (county) (postal code) Fax number: ………………………………………… ……………………………………. Registration certificate with the Trade Register Office: ………………………………………………… (series. number and issue date) 97. (telephone number) …………………………………….limited liability company 94.ANNEX No.. Single Registration Code with the Trade Register Office: ……………………………………………………… 98. Signature of the legal representative: ……………. Applicant’s name: ……………………………………………………………………………………… 93. Registered office: ……………………………………………………………. first name and position) ……………………………………….joint-stock company . Legal form: . Legal representative: 102. consuming and/or commercialization of commodities related to the underlying of the derivative financial instrument traded on the regulated market . E-mail: ……………………………………………………………………………………. Object of activity .. (family name. 69 Shall be requested by the firm which has as principal object of activity manufacturing.. Date: Signature of the contact person: ………………… The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers. exclusively on own name and account.…...………………. 5 A PAGE 1/1 APPLICANT IDENTIFICATION DATA APPLICATION FOR TRADER AUTHORISATION 92... Telephone number: ……………………………. first name and position) This application is accompanied by the list of documents attached and by a number of …………. Contact person: 100. Activities for which authorisation has been granted . documents. with a total number of ……… pages.……………. (telephone number) 99.exclusive dealing on own name and account of derivatives such as futures and options.

M. Family name and first name of the contact person: …………………. The documents referred to in art. Copy of the closing statement of the judge delegated to the Trade Register Office on the setting up and registration with the Trade Register Office Copy of the registration certificate with the Trade Register Office Document or certificate issued by the Trade Register Office in proof of the firm’s object of activity. 7. 4. with the legal representative’s signature and the firm’s stamp. 70 The applicant’s name shall be provided . Date: □ □ Signature of the legal representative: …… Signature of the contact person: ………… The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers.V.. clearing member within the clearing house 10. □ □ □ □ □ □ □ □ □ Legalised copy of the deed in proof of legal ownership over the location used as registered office Proof of fully paying the share capital The last balance sheet registered with the Trade Register Office 8. Document of incorporation . account the fee for authorisation and registration with the CNVM Register Family name and first name of the legal representative: …………….legalised copy □ □ □ □ □ 2. major shareholders and administrators Members of the Board of Directors / Sole administrator Family name and first name CV Copy of identity document Criminal record certificate Fiscal record certificate □ □ □ □ □ □ □ □ 6. all completions shall be provided on a separate page.. 5. 24 on the authorisation of at least one natural person as investment agent Family name and first name 11. The regulated market agreement on the firm’s access to the trading system 9... Proof of paying to the C. 5 B PAGE 1/1 LIST OF DOCUMENTS FOR THE AUTHORISATION OF THE trader ………………………………………………. The clearing contract concluded with an intermediary.N.original . 3..ANNEX No.…………………………………70 1.

Contact person: ………………………………………. first name and position) ………………………………………. Person in charge with managing the archives: ……………………………………… (Family name and first name) 114. Single Registration Code with the Trade Register Office: ……………………………………………………. Does the firm have debts to market entities?72 ……………………………………………………...ANNEX No. the amounts owed and the way in which debts shall be covered.……………. of ……………………… 103. (telephone number) ……………………………………. …………………….… 106. ……………………………… (county) …………………………… (postal code) Fax number: ………………………………………… 108.. (street and number) ……………………………… (location) 107. number and issue date) 105... (postal code) ……………………. Legal representative: 110. . 5 C APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION OF THE trader ……………………………………….. Where the answer is positive. (family name. The list shall be signed by the legal representative and shall bear the firm’s stamp...joint stock company ... E-mail: …………………………………………………………………………………….……………. Registration certificate with the Trade Register Office: ………………………………………………………… (series.…………………………………71 granted by CNVM decision no.. a list with the creditors’ names and identification data.………………. 109. Date when the firm has ceased its operations: …………………………. (telephone number) 111. Yes □ No □ 71 72 The applicant’s name shall be provided. (Telephone number) 113. Legal form: . Telephone number: …………………………….…..…. (street and number) ……………………………… (location) ……………………………… (county) ………………………….………………. (family name. 112.limited liability company □ □ 104... first name and position) ……………………………………. Registered office: …………………………………………………………….. Address of the premises where the firm’s archives are deposited: ……………………………………………………………. Address of the person in charge with managing the archives: 115.

APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION OF THE trader ………………………………………. Are there outstanding proceedings. with the legal representative’s signature and the firm’s stamp. details shall be provided on a separate page. ……………………. Signature of the legal representative: ………………. 74 Where the answer is positive.…………………………………71 granted by CNVM decision no.. The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers. documents.. details shall be provided on a separate page. 73 Where the answer is positive.. all completions shall be made on a separate page. Are there any judgments or securities which have not been enforced?74 Yes □ Yes □ No □ No □ This application is accompanied by the list of documents attached and by a number of …………. . with the legal representative’s signature and the firm’s stamp. complaints or investigations against the firm?73 117. Date: Signature of the contact person: ………………………. with the legal representative’s signature and the firm’s stamp. with a total number of ……… pages. of ……………………… 116.

(location) 5...........M............ with a total number of ………….N.......ANNEX No. 41...M..V....legalised copy g) h) i) j) k) The consultancy prospectus which shall include at least the items referred to in art. pages.. on graduation of the investment consultant training course.. This application is accompanied by the documents mentioned below.. mobile) …………………………………………………………………………………… …………………………………………………………………………. indent g) The commitment to submit the consultancy prospectus to clients or potential clients List of securities held in own name or in the name of the wife/husband....... 4... account the fee for authorisation and registration with the CNVM Register Signature: …………………… □ □ □ □ □ □ □ □ □ □ □ □ □ Date: ……………………… .... personally signed statement where there are no such holdings Copy of the certificate issued by C...………………… (county) ……………………… (postal code) …………………………………………………………………………… …………………………………………………………………………………... paragraph (1)... Postal address..original .........……….......M........... (fixed................ where different: Telephone number: Fax number: E-mail: ..... 40 Criminal record certificate ...........................V....... 6.....N. a) b) c) d) e) Copy of the identity document Legalised copy of the graduation document Copy of the employment records or original certificates issued by the employer to prove the professional experience referred to in art............... as well as of first-degree relatives Self-binding.................. personally signed statement on compliance with the conditions set out in art...... 40..... (street and number) ..V... indent b) Self-binding...... 7.......................... Personal numeric code: Domiciled in: ..... 6 A PAGE 1/2 APPLICANT’S IDENTIFICATION DATA 1.......... 2..... certified by C...N....... 9...... Proof of paying to the C......... Number: Issuer: Issue date: d d m m y y y y 3.......................... 8..............legalised copy f) Fiscal record certificate .. APPLICATION FOR THE AUTHORISATION OF the natural person investment consultant Family name and first name of the applicant: Identity document: Type: IB □ IC □ Series: .........original ................

.................................N... regulations and instructions..... 40 of Regulation no...... issued by …….... Date .............. 75 IB for Identity Bulletin or IC for Identity Card. hereby state that I comply with the conditions set out in art.......................32/2006 on investment services to the purpose of authorisation as investment consultant and that I commit myself to comply with the provisions of Law no..ANNEX No.................. fully aware that the provision of false statements shall be punished in accordance with the law...75.... Signature .M................. 6 B STATEMENT The undersigned ….....V..................................... series ….... . no.................. 297/2004 on the capital market and of the C..... on .... .................... valid until ……………….... PNC . Submitted and signed today...... holder of an identity document in the form of …................................................................ domiciled in ............... in my own name and responsibility....

number and issue date) 121.. in original form or as legalised copy □ □ Fiscal record certificate. 43.… pages. Contact person: …………………………… (county) …………………………… (postal code) □ □ Fax number: ………………………………………… ……………………………………. Telephone number: ……………………………. in original form or as legalised copy □ □ □ □ □ f) Proof of fully paying up the share capital .…. (telephone number) ……………………………………..ANNEX No.… 122.legalised copy b) Copy of the closing statement of the judge delegated to the Trade Register Office.. E-mail: ………………………………………………………………………………………………………. (family name. indent d) e) The firm’s administrators Family name and first name Copy of the identity document Criminal record certificate. first name and position) ……………………………………….original .... (street and number) ……………………………… (location) 123. (telephone number) 124. first name and position) This application is accompanied by the documents mentioned below. ……………………………………….limited liability company 120. 125. Registered office: ……………………………………………………………. Legal representative: 126.. (family name. on the firm’s setting up and registration c) Copy of the registration certificate with the Trade Register Office □ □ □ □ □ d) Document from the Trade Register Office including the information referred to in art.joint stock company . a) The incorporation document . 6 C PAGE 1/2 APPLICANT’S IDENTIFICATION DATA APPLICATION FOR THE AUTHORISATION OF THE LEGAL PERSON INVESTMENT CONSULTANT 118. with a total number of …………. Applicant’s name: ……………………………………………………………………………………… 119..……………. Legal form: . Registration certificate with the Trade Register Office: ………………………………………………… (series..………………. Single Registration Code with the Trade Register Office: ……………………………………………………..

42 paragraph (1) indent e) and f) l) Proof of paying to the C. as well as of first-degree relatives.M.N. with the legal representative and the firm’s stamp. 43.The balance sheet registered with the Trade Register Office or with the local tax authority for the last two years of activity. if the firm has operated before requesting the authorisation g) List of securities held in own name and in the name of the wife/husband. indent i) □ The commitment of the natural person investment consultants employed by the firm to submit the □ consultancy prospectus to clients or potential clients k) Self-binding personally signed statement of the members of the Board of Directors on compliance with the conditions set out in art. personally signed statement where there are no such holdings h) Copy of the certificate issued by CNVM for the natural person consultant or consultants. .V. who shall work in the firm’s name Family name and first name □ □ □ □ □ PAGE 2/2 APPLICANT’S IDENTIFICATION DATA i) j) APPLICATION FOR THE AUTHORISATION OF THE LEGAL PERSON INVESTMENT CONSULTANT The consultancy prospectus shall include at least the items referred to in art. Date: The firm’s stamp NOTE: If the space provided in the form is not enough for the details of the answers. for each administrator and shareholder/associate who holds at least a significant position in the firm or Self-binding. account the fee for authorisation and registration with the CNVM □ Register Signature of the legal representative: ………………… Signature of the contact person: ………………………. all completions shall be provided on a separate page.

...................... no.................. Signature . as 77 ……………………………………………………… of the consultancy firm ..............76........ 78 The name of the consultancy firm shall be provided.. of Law no.................................. The position held shall be provided: member of the Board of Directors or single administrator............................................... on ....... issued by ……...... hereby state that I do not breach the provisions of Law no................. fully aware that the provision of false statements shall be punished in accordance with the law.. 6 D STATEMENT The undersigned …..............ANNEX No........................ Date ................ domiciled in ... 297/2004 on the capital market and of the regulations in force on investment services.......... in my own name and responsibility.................. Submitted and signed today.......... . and that I comply with the requirements set out in art........... 76 77 IB for Identity Bulletin and IC for Identity Card................................... PNC ..... 31/1990............. ............. holder of an identity document in the form of ….................. valid until ………………. 42 paragraph (1) indent e) and f) of Regulation no.....78....... republished.... 32/2006 on investment services.. series …...........

7 A 1. 30-60 days. 9 The amount of securities received form clients and other intermediaries in the form of loans. 10 The collateral deposited in the account of each category referred to at point 7 and 9 . Name of the investment firm No. 8. and date of the functioning authorisation Lending operations record Symbol 1 SMB Maturity 2 <30 days 30. over 60 days 3.60 days > 60 days Volume of securities offered for lending Clients Collateral Intermediaries Collateral 3 4 5 6 Clients 7 Amount of securities borrowed from Collateral Intermediaries Collateral 8 9 10 Explanations: 1 The symbol of the security subject to reporting shall be provided 2 The maturity of the loan granted/taken shall be provided: < 30 days. 5 The amount of securities offered for lending to clients and other intermediaries function of the maturity mentioned under point 2 shall be provided 4 The collateral taken by each category of loan beneficiaries shall be provided 6 The collateral deposited by each category of loan beneficiary shall be provided 7. function of the maturity mentioned under point 2 shall be provided.ANNEX No. 2.

of which: Value of loans granted Other securities and government securities with maturities shorter than 12 months 9 Total value in the account (Collaterals +Margins) 10 ( 4+8+9-7 ) of which pledged Cash 8 7 Explanations: 1. 8 and 9 of which the value mentioned in column 7 will be subtracted shall be provided . 10-30 days. 10. 9. 7. 5.ANNEX No. 6. 4. The symbol of the security subject to reporting shall be provided The maturity of the loan granted shall be provided: < 10 days. 7 B The record of margin purchases on ____________ (for instruments other than derivatives) Securities purchased within the margin Symbol Maturity Amount 1 SMB 2 < 10 days 10-30 days > 30 days 3 Value 4 Amount 5 Value 6 Margins taken. over 30 days The total amount of securities purchased within the margin shall be provided The current market value of the securities purchased within the margin shall be provided (Amount * Current price) The amount of financial instruments acquired through margin purchases and which are kept as collateral by the investment firm shall be provided The current market value of the instruments deposited as collateral shall be provided The total amount of loans granted to clients for the purchasing of financial instruments shall be provided The cash deposited by clients in the margin accounts shall be provided The market value of the securities deposited by clients in margin accounts shall be provided The sum of columns 4. 3. 8. 2.

over 30 days The total amount of securities sold short shall be provided The value at which the securities have been sold short shall be provided The cash deposited by clients in margin accounts for short sales shall be provided The value of securities deposited as collateral shall be provided The sum of columns 4. 7. 7 C The record of short sales (for instruments other than derivatives) Securities sold short Symbol Maturity Amount Value Margins deposited Other securities and government securities Cash with maturities shorter than 12 months 5 6 Total values in the account Current market value 8 1 SMB 2 < 10 days 10-30 days > 30 days 3 4 7 (4+5+6 ) Explanations: 1. 6. 3. 10-30 days. 4. The symbol of the securities subject to reporting shall be provided The maturity of the loan granted shall be provided: < 10 days.ANNEX No. The current market value of the securities sold short (amount * price) shall be provided . 5 and 6 shall be provided 8. 5. 2.

. Value – The nominal value (notional amount) of the contracts traded. calculated as number of contracts traded * the object of the contract * the current market value of the contract.ANNEX No. Number of transactions – The number of transactions carried out on the market.000 EUR * 41. “0” or ”-” shall be written down. Number of contracts – The number of contracts traded on the market. Maximum exposure – The maximum of the total daily exposures calculated during the reporting period Note: Where there are no data for certain columns (for example. respectively sale 7. All types of contracts for which the clearing member holds open positions shall be listed in the same report. with the underlying asset and the maturity set out at point 1 3. Maximu m exposure 1 2 3 4 5 6 7 In the client account 1. Example: 500 contracts * 1. 7 D The record of derivatives trading on ______________ In the house account Contract type Number of transactions Number of contracts Value Open positions Purchase/sale Article I. Purchase/Sale – The type of open positions: purchase. with the underlying asset and the maturity set out at point 1 4.000 (the ROL/EUR exchange rate on the reporting day) 5. Open positions – The number of open positions with the clearing house on the reporting date 6. Contract type – The type of contract for which reporting is performed. Example: ROL/EUR DEC04 FUTURES 2. there were no transactions in the House account during the reporting period).

The investment firm shall also inform the client that he may request the alteration of contractual terms in order to be granted higher protection. . investment firms. when he considers that he cannot correctly assess and manage the risks involved. pension funds and their management firms. In order to be regarded as professional client. 8 PROFESSIONAL CLIENTS Art. 297/2004: a) Entities which must be authorised and regulated to operate on financial markets. credit institutions. he is regarded as professional client and shall be treated as such. public institutions which manage public debt. other institutional investors. international and supranational institutions. other financial institutions authorised or regulated. equity: EUR 2. c) National and regional governments. except for the case when the investment firm and its client decide otherwise. the European Investment Bank and other similar international organisations. 2. 4. (6) This higher protection shall be granted when a client regarded as professional client signs in this respect a contract with the investment firm. entities authorised or regulated in Romania or in a Member State which are not subject to a EU Directive and entities authorised and regulated by a non Member State: 1. 8. the European Central Bank. net turnover: EUR 40. central banks. (4) Where the client of an investment firm is an entity referred to in paragraph (2).000. the investment firm shall inform him before providing any investment service that. or for one or more types of products or transactions. (5) It is the responsibility of the client regarded as professional client to request the granting of higher protection. UCITS and their management firms. 5. the International Monetary Fund. The following list includes all the authorised entities which carry out activities such as those mentioned above: entities authorised in Romania or in a Member State in accordance with a EU Directive. such as the World Bank.000. (3) The entities referred to in paragraph (2) may request not to be treated as professional clients and may benefit of higher protection by investment firms. including entities which deal with securing assets or with other financial transactions. 6.000. insurance companies.000. 1 – Categories of clients regarded as professional clients (1) The professional client refers to the client who has the experience. traders.000 2. b) Firms which meet two of the following requirements: 1. Such contract shall provide whether this is applicable for one or more services or transactions. d) Other institutional investors whose main activity refers to investing in financial instruments. which provides that he shall not be treated as professional client in the application of rules of conduct. based on the available information. knowledge and ability required to take investment decisions and assess the risks involved. 7. the client shall be included in the categories referred to in paragraph (2) and shall meet the criteria mentioned at the same paragraph.000 3. aggregate balance sheet: EUR 20. 3.ANNEX No. (2) The following categories of clients shall be regarded as professional clients for all investment services and financial instruments defined in accordance with Law no.

1. exceeds EUR 500. that they are informed of the consequences involved in losing the protection referred to in indent b).Art. (3) Any decision to give up the protection granted by rules of conduct shall be considered valid only if. 2. these clients shall not be regarded as clients who have comparable knowledge and experience with the categories of professional clients referred to in art. following the investment firm’s assessment of the client’s experience. including cash deposits and financial instruments. the client is working or has worked in the financial sector for at least one year on a professional position which requires knowledge on transactions or investment services. 2 may give up the protection granted by rules of conduct. the client has carried out a significant number of transactions on the market. In the case of legal persons which do not meet the criteria referred to in art. at least two of the following criteria must be met: 1. 2. the person who shall be evaluated is the person mandated to carry out transactions on behalf of that firm. (2) The investment firm may treat any client as professional client. the investment firm shall follow all the steps required to ensure that a client who requests to be treated as professional client meets the requirements referred to in art. (3) If the clients have already been treated as professional clients in compliance with parameters and procedures similar to the above mentioned. it shall take the measures required in this respect. Nevertheless. b) the investment firm shall give its clients a clear written warning regarding the investor protection rights that they might lose. (5) During the evaluation. only if the following procedure is complied with: a) clients shall declare in writing to the investment firm that they wish to be treated as professional clients. 3 The procedure by which clients may be treated as professional clients on request (1) The clients referred to in art. the client is proved to have the ability to take investment decisions on his own and understand the risks involved. 1. their relationship with the investment firm shall not be influenced by the new rules adopted in accordance with this annex. (4) Professional clients shall inform the investment firm of any change which may influence their current classification. (4) The experience and training required from the investment firm’s administrators and managers by this regulation may be taken as example for assessing a client’s experience and knowledge. Art. 1.e. or for a type of transaction or product. 2 – Clients which may be treated as professional clients on request (1) The clients of an investment firm. (5) Where the investment firm has acknowledged the fact that its client does no longer meet the initial conditions. including public institutions and private individual investors may also give up the protection they are entitled to in accordance with rules of conduct. . knowledge or ability.000. c) clients must declare in writing. an average of 10 per quarter. in general or for a certain service or transaction. for at least four previous quarters. the client’s financial portfolio. i. within a document separate from the contract. 3. other than those referred to in art. provided that all the criteria and procedures previously referred to are complied with. (2) Before accepting any application to give up protection.

2.F. with respect to the mandate given. h) Operation of Multilateral Trading Facilities. Core services (investment services and activities) a) Reception and transmission of orders in relation to one or more financial instruments. where these portfolios include one or more financial instruments. indent 1. granting the credit or loan is involved in the transaction. includind investors individual account portfolios. . 1. d) Foreign exchange services where these are connected to the provision of investment services. f) Underwriting of financial instruments and/or placing of financial instruments on a firm commitment basis. c) Dealing on own account. b) Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments.S. on a discretionary basis. 31/2006 amending CNVM regulations by implementing certain provisions of European directives.ANNEX No. Ancillary services a) Safekeeping and administration of financial instruments for the account of clients. where the S.I. b) Execution of orders on behalf of clients. f) Services related to the underwriting of financial instruments on a firm commitment basis. e) Investment advice. letters e) and h) of CNVM Regulation no. 9 Financial investment services that can be performed by S. industrial strategy and related matters and advice and services relating to mergers and the purchase of undertakings.S. g) Placing of financial instruments without a firm commitment basis. e) Investment research and financial analysis or other forms of general recommendation relating to transactions in financial instruments. including custodianship and related services such as cash/collateral management. d) Portfolio management.I. where these are connected to the provision of investment or ancillary services. g) Investment services and activities as well as ancillary services of the type included under indents 1 and 2 related to the underlying of the derivatives included under article 2. c) Advice to undertakings on capital structure.F.

131. 7 of Regulation EC 1287/2006 Evidences and records on compliance with requirements laid down in Art. financial situation and investment objectives obtained by S. 94.F. for the services provided The records and the evidences required under Art.F.F Details about client in accordance with art. shall be specified whether transaction is in whole or in part for discretionary managed investment portofolio and any relevant transactions The basis of allocation method The date and time of allocation. professional client and/or eligible counterparty Records provided for under Art. 130 Details about client in accordance with art.130 Information about client’s or potential client’s knowledge and experience in complying with provisions of Art. 10 List of minimum records that shall be kept by the S. paragraph (1) Information about client’s or potential client’s knowledge. experience.I.F. 148 Aggregated transactions that include a client order Aggregation of one or more client orders and an own account order Allocation of an aggregated transaction that includes the execution of a client order Re-allocation Orders received or decision to deal taken in providing portofolio management services Orders executed on befalf of the clients Orders executed and transactions carried out Periodic statements to clients Client financial instruments held by a S. 91 (a) and (b) The identity of client financial instruments that are available for lending and those which have been lent. in complying with provisions of Art.I. paragraph (1) Relevant information about all transactions carried out on own account or on account of the client in compliance with Art. paragraph (1) Reports and evidences laid down in Art.S. Note also the provisions of Art. identity of each client and the ammount allocated to each client The basis and the reason for any reallocation The records provided for under Art.S.Annex No. Client financial instruments available for stock lending activities and which make subject for these activities The content of records The identity of each client and sufficient information to support categorisation as a retail client. 297/2004 and Art. including as a result of any review Before providing services to a new client for the first time When the advice is given or the portofolio manager is appointed When the relevant service is provided (other than investment consulting or portofolio management) Such records should be kept for a period of at least five years. 24 (b) and (c) of Law no. paragraph (3) of this regulation.S.S.I.S. Sufficient records to show and Time of the record When the client relationship begins or upon recategorisation. relevant financial instrument.I.297/2004 and Art. 24 (b) of Law no. 112.F: Type of record Categorisation and identity of each client Agreement between the client and the S. 142 Evidences and records drawn up according to Art. When a aggregated transaction is executed Before the transaction is executed Date on which the order is allocated At the time of the re-allocation Immediately after receipt of the order or after the decision to deal taken At the time of the execution of the order Immediately after the transaction is executed order or On date on which the report is provided to the client At the begining of the holding When such assets are available for lending or when such assets have been lent Client funds As soon as money is received and .I. 8 of Regulation EC 1287/2006 Any periodic statement issued to a client by S.131. 148 Identity of each client.

84. that is on the operation being carried out Evidences and records under Art.F. 112. paragraph 1 d) and when the instructions/ confirmations sent by telephone are received On the operation being carried out On the terms set up in Art. paragraph (1) to (3) and Art. 80. 24. 8 of Regulation EC 1287/2006.S.F. issues marketing communication the When the S.I.F. section 6 Evidences on client consent for recording and storage of the instructions/confirmations sent by telephone The evidences and records under the content referred to in Art.S. chapter I.S. 84 .I.I.F. 68.S. 24 (b) and (c) of Law no. 77 The measures taken for the resolution of each complaint under Art. identifies them When the information is diclosed On outsourcing date as well as on date referred to in Art. 100. paragraph 3 Each Risk management report to senior management under Art.I. 66. 153. On the contract is concluded in accordance with art. under Art. operations regarding margins and short-selling transactions When the report is drawn up When the complaint is received When the measures are taken When the prices are quoted When notifications of personal transactions are received by S. paragraph 2 (b) and Art. 152 Capital adequacy statements. Note also the requirements of Art. paragraph 1 (a) and (b) Every marketing communication addressed by S.I. 103 The information regarding compliance of the provisions laid down in Title III. paragraph 2 (e).’s internal organisation and activity Compliance policies and procedures The content of records explain transactions and commitments of an investment firm under Art. 153 . 152 Evidences and records under Art.F.S. issues the item of investment research When the activity and organisation are established or amended When policies and procedures are established or amended. or when the S.F.I.S.I.F. paragraph (1) Records and evidences under Art.I. 82 (d) and Art. 67 Time of the record paid When the S. 64 S. 153. periodical financial statements.Type of record Marketing communications Investment research S. paragraph (3) Each complaint referred to in Art. 89 The information to be disclosed to clients under Art. to clients or potential clients Every item of investment research issued by S. All versions of the compliance policies and procedures must be kept for at least 5 years under Art.S. 99 Each compliance report drawn up for senior management under Art. 91. 297/2004 and of Art.S. 84. 63. pargarph (1) When the conflict of interest is identified When the report is drawn up Services and activities giving rise to detrimental conflict of interest Compliance reports Risk management reports Internal audit reports Complaints records Complaints handling Records of prices quoted systematic internalisers Records of personal transactions Record of the information to be disclosed to clients regarding inducements Outsourced activities and servicies reports Telephone call records of the clients by The services and activities laid down in Art. paragraph 3 (b) and Art. paragraph 1 (b) of Regulation EC 1287/2006 The information required under Art. 77 The prices quoted under Art. paragraph (3) Each internal audit report drawn up for senior management under Art.F’s compliance policies and procedures under Art.

or of the decision to deal. f) any other details. c) details referring to: i) Buy/sell indicator. b) the name or other designation of any relevant person acting on behalf of the client. 11 Content of the order form mentioned in article 121 a) the name or other designation of the client. iii) Unit price. iv) Price notation. v) Quantity. by the S. conditions and particular instructions from the client that specify how the order must be carried out. e) the type of the order. ii) Instrument identification.I.ANNEX No.F. d) the nature of the order if other than buy or sell. g) the date and exact time of the receipt of the order. vi) Quantity notation.S. .