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Ministry of Justice of Ukraine

November 17, 2014

No. 1460/26237

DECISION OF THE NATIONAL COMMISSION ON SECURITIES AND STOCK MARKET OF UKRAINE

of October 28, 2014 No. 1453

About approval of Changes in Regulations on procedure of bond emission of the companies, bonds of international financial institutions and their address

According to Items 1, 3 parts two of Article 7, Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", Articles 7, 8, 28, 32, 33 Laws of Ukraine "About securities and the stock market", for the purpose of enhancement of procedure of bond emission of the companies, bonds of international financial institutions and their address the National commission on securities and the stock market RESHILA:

1. Approve Changes in the Regulations on procedure of bond emission of the companies, bonds of international financial institutions and their address approved by the decision of the National commission on securities and the stock market of December 27, 2013 No. 2998, registered in the Ministry of Justice of Ukraine on January 28, 2014 at No. 171/24948, which are applied.

2. And corporate finances (A. Papaik) to provide to corporate management department submission of this decision on state registration in the Ministry of Justice of Ukraine.

3. This decision becomes effective from the date of its official publication.

4. And clerical works (A.Zaik) to provide to management of information technologies promulgation of this decision on the official site of the National commission on securities and the stock market.

5. (A. Zbarazhskaya) to provide to management of internal audit and communications publication of this decision in the official printing publication of the National commission on securities and the stock market.

6. Control over the implementation of this decision to assign to the member of the National commission on securities and the stock market A. Petrashko.

Commission chairman

D. Tevelev

Approved by the Decision of the National commission on securities and the stock market of Ukraine of October 28, 2014 No. 1453

Changes in Regulations on procedure of bond emission of the companies, bonds of international financial institutions and their address

1. In the Section I:

Item 4 to state 1) in the following edition:

"4. The issuer has the right to place ordinary (unsecured) and secured bonds.

Bonds can be considered secure if the issuer signs the corresponding guarantee agreements or risks insurances of default of the main amount of debt/default of the main amount of debt and nonpayment of the income on bonds or if to the issuer the guarantee on repayment of the main amount is issued to debt/repayment of the main amount of debt and payment of the income for bonds.

Bonds are considered provided with bail if the issuer determined their such in the decision on placement of bonds and the prospectus of their issue and signed the corresponding guarantee agreement with the guarantor on ensuring obligation fulfillment on repayment of the main amount to debt/repayment of the main amount of debt and payment of the income for bonds.

Bonds are considered provided with guarantee if the issuer determined their such in the decision on placement of bonds and the prospectus of their issue and the guarantor (bank, other credit institution) guarantees before bondholders accomplishment by the issuer of the obligation on repayment of the main amount to debt/repayment of the main amount of debt and payment of the income for bonds.

Bonds are considered provided with insurance if the issuer determined their such in the decision on placement of bonds and the prospectus of their issue and signed with the insurer the corresponding insurance contract of risks of default of the main amount of debt/default of the main amount of debt and nonpayment of the income on bonds.";

Paragraph one of the subitem 3 of Item 5 to replace 2) with two new paragraphs the first and second the following content:

"3) the issuer has the right to place target bonds on the amount, taking into account the amount of releases of unsecured bonds of the same issuer which registration is not cancelled for decision date about placement of bonds which does not exceed the triple size of equity or the amount of the providing provided to it for this purpose by the third parties in case of placement of secured target bonds.

The issuer places exclusively secured target bonds on which obligation fulfillment is provided by objects of housing construction for which financing of construction funds from physical persons and legal entities through placement of bonds are raised.".

With respect thereto paragraphs two - to consider the fourth respectively paragraphs third - the fifth;

3) to add the Section with new Item 14 of the following content:

"14. Documents (their copy) which according to this Provision are filed to the National commission on securities and the stock market and shall be certified by seal (seals), require such certificate in the presence of corresponding seal (seals).".

2. In the Section II of the word "the conclusions of the provisional agreement with Central Securities Depository on servicing of issue of securities" shall be replaced with words "the conclusions in case of need of the provisional agreement with Central Securities Depository on servicing of issues of securities".

3. In the Section III:

1) to add the Section after words "the copy of the provisional agreement with Central Securities Depository on servicing of issues of securities by" words "(moves in case of the conclusion of the relevant agreement)";

2) in Item 6 of Chapter 1 of the word of "the conclusion with Central Securities Depository of the service agreement of issue of securities" shall be replaced with words "the conclusions with Central Securities Depository of the service agreement of issues of securities";

3) in Item 1 of Chapter 2:

in subitem 2:

third to state the paragraph in the following edition:

"Determination of body of the issuer (executive body, the supervisory board) to which powers are conferred on:";

add the subitem after the paragraph of the twentieth with the new paragraph the twenty first such content:

"The decision on determination of body of the issuer to which appropriate authority is conferred moves in case of adoption of such decision(s).".

With respect thereto to consider paragraphs of the twenty first, twenty second respectively paragraphs twenty second, twenty third;

subitems 7 - 9 to state in the following edition:

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