Amendments to Romanian capital markets secondary legislation – simplifying processes


Regulation No. 3/2015 of the Romanian Financial Supervisory Authority amending and supplementing Regulation No. 1/2006 on issuers and capital markets operations and Regulation No. 6/2009 on the exercise of certain rights of shareholders in the general meetings of shareholders of public companies (“Regulation 3/2015”) entered into force at the end of last week, aiming to address certain practical issues in relation to public offerings and voting in public companies. Some of the key amendments are outlined below.

1. No prior notice needed for public offers (sale of securities)

Pursuant to previous Romanian regime, the issuer had to publish a notice prior to launching a public offer, indicating the main characteristics of such public offer and stating how the prospectus is made available and where it can be obtained by the public.

Regulation 3/2015 amends the existing legal framework by eliminating the requirement for such notice for public offers.

2. General PoAs for voting in general meetings of shareholders

Until now, voting (through representation) in a general meetings of shareholders of a public company (“GMS”) could be performed by way of a special power-of-attorney (“PoA”), granted for every GMS and including specific voting instructions. This has been causing significant practical issues. Regulation 3/2015 introduces also the concept of a “general” PoA in relation to the representation of a shareholder during a GMS.

The “new” general PoA introduced by Regulation 3/2015 may be given for the purposes of representation within one or more GMS of one or more companies identified in the general PoA and does not contain specific voting instructions from the shareholder. However, the attorney-in-fact should be either (i) an intermediary; or (ii) an attorney-at-law.

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