To the attention of Mobiasbanca shareholders

02 Oct 2019
NOTICE  REGARDING THE PERFORMANCE OF THE COMPULSORY TENDER OFFER OF THE SECURITIES ISSUED
BY  MOBIASBANCA – OTP GROUP S.A.
 
Dear Shareholder!
 
According to the requirements of the Law on capital market (art.21), Law on Joint Stock Companies (art.84), NCFM decision regarding approval of the prospectus of the compulsory tender offer no. 44/2 dated 23 of September 2019, having the permission of the National Bank of Moldova to hold up to 100% of  Mobiasbanca – OTP Group S.A. capital,
 
OTP Bank Nyrt
announces a public offer for the purchase of ordinary nominative shares 
issued by Mobiasbanca – OTP Group S.A. under the following conditions:
 
A. Offerer - OTP Bank Nyrt, state identification number: 01-10-041585, date of state registration: 28.11.1991, legal adress: H-1051, Hungary, Budapest, Nador utca 16
 
B. Issuer - Mobiasbanca – OTP Group S.A,  legal adress: MD-2012, R. Moldova, mun. Chişinău, bd. Ștefan cel mare și Sfânt, 81/A, state identification number: 1002600006089.
 
C. The number of securities of the same class held by the offerer and the persons acting in concert with it:
- the number and the share of securities held by the offerer together with the persons acting in concert - 9 669 155  (nine million six hundred sixty-nine thousand one hundred fifty-five) units, which represent 96.67% of the total voting shares of the company;
- the number and the share of securities held by the oferrer - 9 669 155  (nine million six hundred sixty-nine thousand one hundred fifty-five) units, which represent 96.67% of the total voting shares of the company;
 
D. The total number of securities that are the object of the offer – 325 239  ordinary voting shares.
 
E. Unit share price  – 152,57 lei (one hundred fifty-two lei and 57 bani) – is the price with which OTP Bank Nyrt had purchased the major holding in July 2019.
 
F. Duration of the tender28 days: from 02.10.2019 till 29.10.2019.
 
G. The intermediary of the offer:  Mobiasbanca – OTP Group S.A. - MD-2012. R. Moldova, mun. Chişinău, bd. Ștefan cel mare și Sfânt, 81/A, state identification number 1002600006089, License of investment company of category „C”, series CNPF no. 000893 dated 15.03.2015, unlimited term, contact phone numbers: 022-812-380, 022-812-438, e-mail: : vm@mobiasbanca.md. 
 
H. Place and period of time of finding out the full version of the Prospectus:
 
- in printed form, at the head office of the intermediary/ issuer Mobiasbanca – OTP Group S.A. at the adress mun. Chişinău, bd. Ștefan cel mare și Sfânt, 81/A, during working days (Monday - Friday) betweeen  09.00-13.00 and 14.00-16.00;
- in electronic form, via the web page of the intermediary/ issuer Mobiasbanca – OTP Group S.A www.mobiasbanca.md.
 
 
According to the existing rules, in order to submit an application for securities’ sale you should come personally to the intermediary – Bank Mobiasbanca – OTP Group S.A., bd. Ştefan cel Mare şi Sfânt, 81/A; working schedule: Monday – Friday, between 9:00 – 13:00 and 14:00 – 17:00.
 
Documents that should be provided:
 
- Extract from the issuer’s Register of Shareholders, issued by the Central Securities Depository (adress: mun. Chişinău, str. Banulescu Bodoni, 57/1, phone number. 022-99-93-58), which confirms the status of shareholder and the number of shares held, as well as the fact that the shares are free of any restrictions (working schedule: Monday – Friday, between 09.00-12.00, 13.00- 15.00);
- For shareholders individuals, identity document, and in case of their representatives and the power of attorney issued according to the legislation in force;
- For the shareholders legal persons, the constitution act (which confirms the competent body for approving the decisions to dispose of securities), the state registration certificate, extract from the State Registry of legal entities, the decision of the competent management body regarding the alienation of the shares within the offer and the granting of powers, power of attorney and the identity document of the representative (if necessary).
 
If you submitted the sale proposals, you have the right to revoke them no later than 29.10.2019, by submitting personally to the intermediary a request to revoke the proposal. After the expiration of the indicated date, the sale proposals will not be revoked. 
 
The offerer is obliged to purchase all the shares you are willing to sell.
 
Attention! Within the compulsory public offer, all the expenses of the shareholders related to the sale of the shares (the Stock Exchange tax, the Central Securities Depository’s tax, NCFM tax, intermediary’s commissions) will be fully covered by OTP Bank Nyrt.
 
Please, pay attention, that the payment of taxes from the income obtained from the sale of shares is carried out by each shareholder according to the legislation in force.  
 
The payment for the securities, which represent the object of the offer, will be done by the Intermediary by transfer to the accounts of the selling shareholders, or in cash at the Bank’s cashier, starting on the third working day from the date of registration of the transaction on the Stock Exchange of Moldova.
 
For additional information you can call 022-812-380, 022-812-438, on Monday - Friday, between 9:00 – 13:00 and 14:00 – 17:00.
 
The Management Board of the Bank