Laws and regulations

I. ISSUERS

Directive 2001/34/EC was implemented in the Romanian law by Law no. 297/2004 on capital markets and National Securities Commission („NSC”) Regulation no. 1/2006 on issuers and operations with securities.

Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on information to be published on those securities

Directive 2003/71/EC was implemented in the Romanian law by Law no. 297/2004 on capital markets and NSC Regulation no. 1/2006 on issuers and operations with securities.

Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC

Regulation (EC) No 809/2004 is directly applicable in Romania.

Certain (selected) provisions of this regulation can be found in Law no. 297/2004 on capital markets and NSC Regulation no. 1/2006 on issuers and operations with securities.

Commission regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements

Regulation (EU) No 382/2014 is directly applicable in Romania.

Commission Delegated Regulation (EU) No 382/2014 of 7 March 2014 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for publication of supplements to the prospectus

Directive 2004/109/EC was implemented in the Romanian law by Law no. 297/2004 on capital markets and NSC Regulation no. 1/2006 on issuers and operations with securities.

Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC

Directive 2007/14/EC was implemented in the Romanian law by NSC Regulation no. 1/2008 on the implementation of Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.

Commission Directive 2007/14/EC of 8 March 2007 laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market

Directive 2004/25/EC was implemented in the Romanian law by Law no. 297/2004 on capital markets, NSC Regulation no. 1/2006 on issuers and operations with securities and Government emergency ordinance no. 32/2012 on undertakings for the collective investment in transferable securities and investment management companies and for the amendment and supplementation of Law no. 297/2004 on capital markets.

Directive 2004/25/EC of the European parliament and of the council of 21 April 2004 on takeover bids

Directive 2007/36/EC was implemented in the Romanian law by NSC Regulation no. 6/2009 on the exercise of certain rights by shareholders in general meetings.

Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies

II. MARKET ABUSE

Directive 2003/6/EC was implemented in the Romanian law by Law no. 297/2004 on capital markets and NSC Regulation no. 1/2006 on issuers and operations with securities.

Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse)

Directive 2003/124/EC was implemented in the Romanian law by Law no. 297/2004 on capital markets, NSC Regulation no. 1/2006 on issuers and operations with securities and NSC Regulation 32/2006 regarding financial investment services.

Commission Directive 2003/124/EC of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards the definition and public disclosure of inside information and the definition of market manipulation

Directive 2003/125/EC was implemented in the Romanian law by Law no. 297/2004 on capital markets and NSC Regulation 15/2006 on presentation of investment recommendations.

Commission Directive 2003/125/EC of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards the fair presentation of investment recommendations and the disclosure of conflicts of interest

Directive 2004/72/EC was implemented in the Romanian law by Law no. 297/2004 on capital markets, NSC Regulation no. 1/2006 on issuers and operations with securities and NSC Regulation 32/2006 regarding financial investment services.

Commission Directive 2004/72/EC of 29 April 2004 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards accepted market practices, the definition of inside information in relation to derivatives on commodities, the drawing up of lists of insiders, the notification of managers' transactions and the notification of suspicious transactions

Regulation (EC) No 2273/2003 is directly applicable in Romania.

Commission Regulation (EC) No 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments

III. REGULATED MARKETS AND FINANCIAL INVESTMENT SERVICES

Directive 2004/39/EC was implemented in the Romanian law by:

Law no. 297/2004 on capital markets
NSC Regulation no. 1/2006 on issuers and operations with securities
NSC Regulation no. 2/2006 on regulated markets and alternative trading systems
Government emergency ordinance no. 32/2012 on undertakings for the collective investment in transferable securities and investment management companies and for the amendment and supplementation of Law no. 297/2004 on capital markets
NSC Regulation no. 32/2006 regarding financial investment services
Government emergency ordinance no. 99/2006 on credit institutions and capital adequacy.

Directive 2004/39/EC is repealed with effect from 3 January 2017. Starting with 3 January 2017 Directive 2014/165/UE will apply.

Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC (known as MiFID I)

Directive 2006/73/EC was implemented in the Romanian law by NSC Regulation no. 32/2006 regarding financial investment services.

Commission Directive 2006/73/EC of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive

Regulation (EC) No 1287/2006 is directly applicable in Romania.

Commission Regulation (EC) No 1287/2006 of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards record-keeping obligations for investment firms, transaction reporting, market transparency, admission of financial instruments to trading, and defined terms for the purposes of that Directive

Member States have to adopt and publish by 3 July 2016 the laws, regulations and administrative provisions necessary to comply with this Directive 2014/65/EU and will apply those measures from 3 January 2017 (certain provisions have a different application date).

Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU

Regulation (EU) No 600/2014 will apply starting with 3 January 2017 and is directly applicable in the Romanian law.

Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012

IV. SHORT SELLING

Regulation (EU) No 236/2012 is directly applicable in the Romanian law.

National regulations on short-selling:

NSC Regulation no. 6/2012 regarding the application of article 41 of Regulation (EU) No. 236/2012 on short selling and certain aspects of credit default swaps
NSC Regulation no. 5/2010 on the use of global accounts, mechanisms with and without pre-validation of securities, securities lending and collateral arrangements, and short selling
NSC Disposal of Measures no. 20/2012 on corroboration of national regulations with Regulation (EU) No 236/2012 and its implementing regulations.

Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps

Regulation (EU) No 826/2012 is directly applicable in the Romanian law.

Commission Delegated Regulation (EU) No 826/2012 of 29 June 2012 supplementing Regulation (EU) No 236/2012 of the European Parliament and of the Council with regard to regulatory technical standards on notification and disclosure requirements with regard to net short positions, the details of the information to be provided to the European Securities and Markets Authority in relation to net short positions and the method for calculating turnover to determine exempted shares

Regulation (EU) No 827/2012 is directly applicable in the Romanian law.

Commission Implementing Regulation (EU) No 827/2012 of 29 June 2012 laying down implementing technical standards with regard to the means for public disclosure of net position in shares, the format of the information to be provided to the European Securities and Markets Authority in relation to net short positions, the types of agreements, arrangements and measures to adequately ensure that shares or sovereign debt instruments are available for settlement and the dates and period for the determination of the principal venue for a share according to Regulation (EU) No 236/2012 of the European Parliament and of the Council on short selling and certain aspects of credit default swaps

Regulation (EU) No 918/2012 is directly applicable in the Romanian law.

Commission Delegated Regulation (EU) No 918/2012 of 5 July 2012 supplementing Regulation (EU) No 236/2012 of the European Parliament and of the Council on short selling and certain aspects of credit default swaps with regard to definitions, the calculation of net short positions, covered sovereign credit default swaps, notification thresholds, liquidity thresholds for suspending restrictions, significant falls in the value of financial instruments and adverse events

Regulation (EU) No 919/2012 is directly applicable in the Romanian law.

Commission Delegated Regulation (EU) No 919/2012 of 5 July 2012 supplementing Regulation (EU) No 236/2012 of the European Parliament and of the Council on short selling and certain aspects of credit default swaps with regard to regulatory technical standards for the method of calculation of the fall in value for liquid shares and other financial instruments

V. CLEARING AND SETTLEMENT AND POST-TRADING INFRASTRUCTURE

Regulation (EU) No 909/2014 is directly applicable in the Romanian law.

Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012

Directive 98/26/EC was implemented in the Romanian law by Law no. 253/2004 on settlement finality in payment and securities settlement systems.

Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems

Regulation (EU) No 648/2012 is directly applicable in the Romanian law.

Financial Supervision Authority (NSC’s successor) („FSA”) issued FSA Regulation no. 3/2013 on the authorization and functioning of central counterparties, issued in accordance with Regulation (EU) No 648/2012 on OTC derivatives, central counterparties and trade repositories and FSA Regulation 6/2013 issued in accordance with the provisions of Article 12(1) of Regulation (EU) no. 648/2012 on OTC derivatives, central counterparties and trade repositories.

Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories

VI. INVESTOR COMPENSATION SCHEMES

Directive 97/9/EC was implemented in the Romanian law by Law no. 297/2004 on capital markets and NSC Regulation no. 3/2006 for the authorization, organization and functioning of the Investor Compensation Fund.

Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes

VII. ANTI-MONEY LAUNDERING

Directive 2005/60/EC was implemented in the Romanian law by a series of regulations, most relevant from the perspective of capital markets is NSC Regulation 5/2008 on the prevention and control of money laundering and terrorist financing through the capital market.

Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing

Regulation (EC) No 1781/2006 is directly applicable in the Romanian law.

Regulation (EC) No 1781/2006 of the European Parliament and of the Council of 15 November 2006 on information on the payer accompanying transfers of funds