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RESOLUTION OF BOARD OF THE NATIONAL BANK OF UKRAINE

of December 21, 2017 No. 140

About approval of the Regulations on implementation of depository and clearing activity and ensuring implementation of calculations for security transactions with the National Bank of Ukraine

(as amended on 12-10-2021)

According to Articles 7, of 15, 56 Laws of Ukraine "About the National Bank of Ukraine", to Articles 13, of 17, "About depositary system of Ukraine", for the purpose of ensuring implementation of depository activity of the National Bank of Ukraine by the National Bank of Ukraine, clearing activities of the National Bank of Ukraine and calculations for security transactions according to the powers determined by the legislation of Ukraine, and settlement of the relations by interaction between the National Bank of Ukraine as securities depository and its clients the Board of the National Bank of Ukraine decides 20 Laws of Ukraine:

1. Approve Regulations on carrying out depository and clearing activity and ensuring implementation of calculations for security transactions by the National Bank of Ukraine (further - the Provision) which are applied.

2. Recognize invalid:

1) the resolution of Board of the National Bank of Ukraine of September 25, 2013 No. 387 "About establishment of features of calculations for security transactions and approval of the Regulations on depository and clearing activity of the National Bank of Ukraine", registered in the Ministry of Justice of Ukraine on October 9, 2013 for No. 1727/24259;

2) the resolution of Board of the National Bank of Ukraine of October 7, 2014 No. 639 "About modification of the Regulations on depository and clearing activity of the National Bank of Ukraine";

3) the resolution of Board of the National Bank of Ukraine of January 22, 2015 No. 47 "About modification of some regulatory legal acts of the National Bank of Ukraine";

4) the resolution of Board of the National Bank of Ukraine of December 22, 2016 No. 413 "About approval of Changes in Regulations on depository and clearing activity of the National Bank of Ukraine".

3. To management of depository activity of the National Bank of Ukraine (Suprun A. V.) after official publication to inform clients of depositary of the National Bank of Ukraine information on adoption of this resolution.

4. To impose control over the implementation of this resolution on the vice-chairman of the National Bank of Ukraine Chury A. E.

5. The resolution becomes effective since December 22, 2017, except Item 27 of Chapter 4, of Item 55 and the subitem 4 of Item 64 of Chapter 5 of the Section I, Item 146 of Chapter 17, of Item part three 153, of Item 154 of Chapter 18, of Chapter 27, of Item 244 of Chapter 32 of the Section III, Chapter 33 of the Section IV of Provisions which become effective since April 2, 2018.

Acting as Chairman
Ya. V. Smoly

It is approved:

Acting minister of finance of Ukraine

 

S. Marchenko

Chairman of the National commission on securities and stock market of Ukraine

T. N. Hromayev

Approved by the Resolution of Board of the National Bank of Ukraine of December 21, 2017 No. 140

Regulations on carrying out depository and clearing activity and ensuring implementation of calculations for security transactions by the National Bank of Ukraine

Section I. General provisions and principles of depository activity of the National Bank of Ukraine

Chapter 1. General provisions and determinations of terms

1. This Provision is developed according to the Laws of Ukraine "About the National Bank of Ukraine", "About depositary system of Ukraine" (further - the Law), "About securities and the stock market", the decision of the National commission on securities and the stock market of July 30, 2013 No. 1331" About features of implementation of activities of the National Bank of Ukraine as participant of depositary system of Ukraine", registered in the Ministry of Justice of Ukraine on August 20, 2013 at No. 1431/23963 (with changes), for the purpose of ensuring implementation by the National Bank of Ukraine (further - National Bank) depository activity of National Bank, clearing activities of National Bank (further - clearing activities), calculations for security transactions according to the powers determined by the legislation of Ukraine and settlements relatively interaction between National Bank and its clients when implementing of depository activity by them on securities which accounting is within the competence of National Bank.

2. In this Provision the following basic concepts are used:

1) the aggregative account - compound accounts in securities of depository institution, opening at the level of depositary of National Bank which structure provides separate accounting of the securities belonging to depository institution from accounting of the securities belonging to its depositors, clients and/or clients of clients of certain nominee holder and also possibility of group of the securities belonging to one and/or several depositors of depository institution by code of the owner of securities and/or type of the depositor;

2) unconditional transaction - the depository operation performed by depositary of National Bank or depository institution in system of depositary accounting of depositary of National Bank without order of the account holder in securities in the cases determined by this Provision and/or other bases determined by the legislation of Ukraine;

3) cash clearing - determination of cross liabilities and requirements for money transfer for transactions for placement of domestic government bonds of Ukraine (further - the OVDP) and their repayments in case of clash of dates of accomplishment of cash calculations for results of placement of the OVDP with payment due dates of the income and/or their repayment on the OVDPs nominated in equal currency;

4) date of accounting - date as of which the depositary of National Bank determines security holders of certain release. For the securities nominated in national currency, date of accounting is established for the end of the operational day preceding payment date of the amounts of the income and/or repayments. For securities [except bonds of the external state loans (further - the OVDP) and the state derivatives] nominated in foreign currency, date of accounting is established for the end of operational day a day before payment date of the amounts of the income and/or repayments. For the OVDP and the state derivatives date of accounting is established according to the procedure, determined by internal documents of foreign depositary;

5) payment date - day of implementation of calculations for results of securities placement and/or payments on payment of the income and/or the securities redemption;

6) depositary of National Bank - National Bank as the participant of depositary system of Ukraine who according to the received depositary assets performs activities of rather depositary accounting and servicing of the circulation of bonds internal both external state loans of Ukraine of the state derivatives, and target bonds of the OVDP, treasury obligations and bonds of local loans, and also debt securities certifying the relations of loan of local government bodies which were placed outside Ukraine (further - the Central Bank), and servicing of corporate transactions of the issuer on accounts in securities of clients;

7) No. 104 Is excluded according to the Resolution of Board of the National Bank of Ukraine of 12.10.2021

8) issuer - The Autonomous Republic of Crimea or city council, and also the state on behalf of the public authorities authorized by it which on its own behalf places issued the Central Bank which accounting according to the competence established by the legislation of Ukraine performs depositary of National Bank;

9) foreign depositary - depositary of other country and/or the international depositary and clearing institution which based on the agreement on correspondence relations opened the account in depositary of National Bank or opened the account for depositary of National Bank;

10) acknowledgement - transaction of depositary of National Bank on check of details of counter orders which is performed for the purpose of establishment of coincidence of details of such orders;

10-1) managing the account in securities (further - managing the account) - the status which in depositary of National Bank acquires the legal entity to whom the issuer confers powers on management of its account in securities or depository institution where the foreign depositary confers powers on management of its account in securities, the amount of powers managing the account is established by the relevant agreement or acts of the civil legislation;

11) clients of depositary - foreign depositaries, issuers, depository institutions, clearing organizations (further - KU) and operators of the organized markets of the capital who use services of depositary of National Bank based on the relevant agreements;

12) code of interdepositary accounting - the code of interdepositary accounting assigned by Central Securities Depository (further - the Central depositary), as code of the participant of system of depositary accounting according to the procedure, established by the legislation of Ukraine concerning depository activity (further - the KMU code);

13) No. 104 Is excluded according to the Resolution of Board of the National Bank of Ukraine of 12.10.2021

14) No. 104 Is excluded according to the Resolution of Board of the National Bank of Ukraine of 12.10.2021

15) the serving bank - banks, being direct participants of electronic payment system of National Bank also provide settlement services to clients of depositary of National Bank and their depositors to nominee holders, and also structural division of National Bank which provides implementation of cash calculations of National Bank which is the serving bank by calculations of depositary of National Bank, both the Public treasurer service of Ukraine and its territorial authorities as the serving banks of issuers;

16) encumbrance by obligations - any restrictions on ownership, use or the order of the Central Bank connected with conditions of agreements, decisions or court orders and in other cases, stipulated by the legislation Ukraine;

17) single calculations - agreement settlements of purchase and sale of the Central Bank which are performed without carrying out netting;

18) payment against delivery of securities - the mechanism of payment under transactions with the Central Bank during which money transfer happens right after the corresponding transfer of the Central Bank and/or the translation of the rights to the Central Bank and is right with the Central Bank, with condition of their blocking into accounts of the receiver before completion of cash calculations or return to their owner if calculations did not take place;

19) delivery of securities without payment - the mechanism of payment under transactions with the Central Bank during which transfer of the Central Bank and/or the translation of the rights to the Central Bank and the rights happens to the Central Bank without implementation by depositary of National Bank of control of cash calculations (in case of their availability);

20) the register of security holders - the list of clients of depositary of National Bank constituted for certain date on whose accounts are considered by the Central Bank of certain release (further - the register of holders of the Central Bank);

21) the segregated account - compound the account and provides the isolated accounting of the Central Bank in securities of depository institution which is opened at the level of depositary of National Bank, belonging to certain depositor of depositary organization / to clients of certain nominee holder and/or clients of clients of this nominee holder, separately from the Central Bank of other depositors of such depository institution, the Central Bank on accounts of other nominee holders and own the Central Bank of depository institution. The responsible division the segregated account at the level of depositary of National Bank is performed by the depository institution which opened such account based on the order of the depositor, the nominee holder or otherwise in cases, stipulated by the legislation Ukraine;

22) system of automation of depositary of National Bank - the automated system of servicing of accounting and the appeal of the Central Bank, access to which is provided by means of the software of depositary of National Bank which is developed, supported by specialists of National Bank and uses the built-in means of information protection of National Bank;

23) special means of electronic payment system - means of registration and processing in electronic payment system of National Bank (further - SEP) the electronic settlement documents used by the serving banks for implementation of cash agreement settlements concerning the Central Bank (further - special means of SEP);

24) transit accounts - accounts of depositary of National Bank in structural division of National Bank which provides implementation of the cash calculations of National Bank for the cash accounting with the Central Bank which are subject to payment;

25) the authorized worker - the employee of National Bank, including the employee of depositary of National Bank to whom according to service duties functions on development of documents on depository activity of depositary of National Bank are assigned;

26) the security holder - the client of depositary of National Bank on which account are considered by the Central Bank of certain release (further - the holder of the Central Bank).

Other terms in this Provision are used in the values determined by the Laws of Ukraine "About depositary system of Ukraine", "About the capital markets and the organized goods markets", other laws of Ukraine, regulatory legal acts of National Bank and National commission on securities and the capital markets.

Chapter 2. Application and subject of regulation of provision

3. This Provision determines procedure of depository activity by National Bank and depository institutions by the Central Bank which accounting according to the Law to competence of National Bank, namely:

1) the OVDP, including target OVDPs;

2) OVDP and state derivatives;

3) No. 104 Is excluded according to the Resolution of Board of the National Bank of Ukraine of 12.10.2021

4) treasury obligations of Ukraine;

5) bonds of local loans (further - OMZ);

6) the debt securities certifying the relations of loan of local government bodies which were placed outside Ukraine.

4. The National Bank performs depositary accounting of government securities among which there is OVDP, including target OVDPs, the OVDP, the state derivatives, treasury obligations of Ukraine and OMP.

National Bank as the participant of depositary system perfroms clearing activities and calculations for transactions on the Central Bank, performs functions of depositary and depository institution according to the powers determined by this Provision and the legislation of Ukraine.

5. National Bank when implementing depository activity of depository institution and depository institutions when implementing of depository activity by them are guided by regulations of the Regulations on implementation of depository activity approved by the decision of the National commission on securities and the stock market of April 23, 2013 No. 735, registered in the Ministry of Justice of Ukraine on June 27, 2013 at No. 1084/23616 (with changes), taking into account the features provided by this Provision.

6. The depositary of National Bank and depository institutions for settlement of the relations arising in case of the termination of professional activity by depository institution in the capital markets of depository activity are guided by regulations of the Regulations on the termination of implementation of professional activity by depository institution in the capital markets - depository activity, No. approved by the decision of the National commission on securities and the stock market of April 8, 2014 431, registered in the Ministry of Justice of Ukraine on April 28, 2014 for No. 459/25236 (with changes), taking into account the features provided by this Provision.

7. The depositary of National Bank for settlement of the relations arising when servicing transactions of the issuer is guided by requirements of the regulatory legal acts regulating features of issue, the appeal of the Central Bank and calculations for the Central Bank.

8. Depositary of National Bank when implementing the transactions connected with encumbrance of the Central Bank by obligations in which one of the parties is the National Bank, is guided by requirements of this provision, regulatory legal acts of National Bank concerning maintenance of liquidity and the legislation of Ukraine.

Chapter 3. General provisions of depository activity of National Bank

9. The structural division of National Bank which main objective is implementation of depository activity (further - Responsible division) provides implementation of activities of depositary of National Bank and depository activity of depository institution in National Bank.

The responsible division in case of accomplishment of the functions interacts with other divisions of National Bank within their competences determined by this Provision, other normative and legal and administrative acts of National Bank.

10. The depositary of National Bank when implementing depository activity performs the following functions:

1) servicing of issuers;

2) servicing of depository institutions;

3) servicing of KU and operators of the organized markets of the capital;

4) servicing of foreign depositaries;

5) other functions provided by regulatory legal acts concerning determination of the legal basis of functioning of depositary system of Ukraine, issue and security circulation.

11. Are within the competence of depositary of National Bank:

1) depositary accounting of the Central Bank - accounting of the Central Bank and restrictions of the rights on accounts in securities of clients;

2) servicing of security circulation on accounts in securities of clients;

3) servicing of corporate transactions of the issuer on accounts in securities of clients;

4) storage of the Central Bank, carried to competence of depositary of National Bank, on accounts in securities of his clients and accounting is right on this Central Bank;

5) acceptance, storage and inventory count of global certificates and temporary global certificates;

6) accounting of obligations of the issuer on the Central Bank on each issue of securities based on the deposited global and/or temporary global certificate or based on information on obligations of the issuer on the OVDP and the state derivatives received from foreign depositary;

7) implementation of cash clearing on transactions from the Central Bank;

8) ensuring payment under transactions with the Central Bank;

9) accomplishment of other transactions which can be referred by the legislation to functions of depositary of National Bank, and implementation of other actions provided by regulatory legal acts concerning determination of the legal basis of functioning of depositary system of Ukraine, issue and security circulation.

12. The National Bank when implementing depository activity of depository institution performs the following functions:

1) implementation of depository activity of depository institution on securities, belonging to National Bank on the property right;

2) implementation of depository activity of depository institution for depositors of National Bank which servicing is provided by regulatory legal acts concerning depository activity;

3) implementation of depository activity on storage of assets of the pension fund of the corporate non-state pension fund which is rather created by National Bank;

4) other functions provided by regulatory legal acts concerning implementation of professional activity in the capital markets, implementation of depository activity of depository institution by National Bank.

13. When implementing functions of depository institution are within the competence of National Bank:

1) accounting of the rights to securities and their restrictions, servicing of security circulation and corporate transactions of issuers on accounts in securities which belongs to National Bank and/or its depositors;

2) opening and account management in securities of depositors;

3) control of compliance of quantity of the rights to the securities belonging to National Bank and/or its depositors, the quantity determined at the corresponding orders by delivery of securities;

4) provision to National Bank and/or its depositors of statements from the corresponding accounts in securities;

5) blocking of the rights to securities on accounts in securities of National Bank and/or depositors according to the procedure, determined by the legislation of Ukraine;

6) accomplishment of other transactions which can be referred by the legislation of Ukraine to functions of depository institution;

7) implementation of other actions provided by regulatory legal acts concerning implementation of professional activity in the capital markets, in particular implementation of depository activity of depository institution by National Bank.

The procedure National Bank of activities of depository institution is determined by regulatory legal acts concerning depository activity of depository institution.

The account in securities of the depositor is opened by National Bank during implementation of depository activity of depository institution by it for the corporate non-state pension fund created by National Bank and in the most National Bank, to Fund of guaranteeing household deposits, to the Public treasurer service of Ukraine, BUSINESS DEVELOPMENT FUND, the state of Ukraine on behalf of the central executive body realizing the state budget policy in the sphere of national debt management and the debt guaranteed by the state for accounting of the rights to securities and their restrictions and to other persons for the purpose of accounting of the rights to securities and their restrictions with pledge consequence for benefit of National Bank.

14. The National Bank for accounting of the securities belonging to it on the property right and also accounting of the rights to these securities and restrictions of such rights, opens own account in securities.

The chairman of National Bank or person fulfilling its duties for servicing of own account in securities of National Bank, and also for provision to depositary of National Bank of orders, requests appoints at least two managers of the account and approves card with specimen signatures of such persons with indication of their personal identifiers of keys of the digital signature used for provision to Responsible division of electronic documents.

15. The National Bank when implementing depository activity as depositary of National Bank opens and serves accounts in securities based on such agreements:

1) the depositary agreement - when servicing depository institutions;

2) service agreements of issues of securities - when servicing issuers;

3) agreements on correspondence relations - when servicing foreign depositaries;

4) agreements on carrying out calculations in securities by results of clearing, and also the service agreement of person performing clearing activities which consists in form of the depositary agreement when servicing person performing clearing activities.

Persons specified in subitems 1 - 4 Items 15 of Chapter 3 of the Section I of this provision, after the conclusion of the relevant agreement acquire the status of clients of depositary of National Bank.

The depositary of National Bank signs depositary contracts with the depository institutions or persons performing clearing activities and the agreement on the carrying out calculations in securities by results of clearing with person performing clearing activities in the presence of the KMU codes received by them according to the procedure established by the legislation of Ukraine concerning depository activity.

16. The depositary of National Bank for opening of accounts to issuers and foreign depositaries assigns for them codes of clients of depositary of National Bank in case of establishment with them contractual relations.

16-1. The depositary of National Bank for the purpose of servicing of placement of OMP signs contracts on exchange of information with operators of the organized market of the capital.

17. The National Bank when implementing depository activity of depository institution opens and serves accounts in securities of owners of securities which after agreement signature about servicing of the account in securities acquire the status of depositors.

17-1. Contracts which the National Bank signs with clients depositaries/depositors shall conform to the requirements established by this Provision.

The National Bank signs with clients depositaries/depositors the contracts specified in Items 15, of the 17th Chapter 3 of the Section I of this provision in the form of the paper or electronic document.

The National Bank has the right to sign the contract with the client the depositary/depositor by joining of the client of the depositary/depositor to the agreement offered by National Bank in general according to the Civil code of Ukraine and the Economic code of Ukraine. The National Bank if the conclusion of the agreement happens by joining of the client of the depositary/depositor to the agreement offered by National Bank, will promulgate the text of such agreement and change in it on the page of official Internet representative office of National Bank.

Contracts which the National Bank signs with depositors shall contain surely the right of National Bank to perform depository operations according to the order of the pawnbroker in case of the address of collection on the securities which are pledge subject for benefit of National Bank, extrajudicially.

The rights and obligations of the Parties under the agreements signed between National Bank and clients depositaries/depositors shall conform to the requirements established by this Provision.

National Bank depending on the agreement type concluded between National Bank and the client of depositary, having the right to establish the rights and obligations of the Parties according to the list of the rights and obligations of the Parties under the agreements signed between National Bank and clients of depositary determined in appendix 1 to this Provision. Other rights and obligations of depositary of National bank / client of depositary can be determined by the contract between National Bank and the client of depositary, that are specified in appendix 1 to this Provision.

The rights and obligations of the Parties of the agreement signed between National Bank and the depositor are determined taking into account the requirements to such agreements established by the National commission on securities and the capital markets taking into account the features established by this Provision and the regulatory legal act of National Bank which settles questions of depository activity of depository institution.

18. The responsible division drafts the agreements determined by the Law and/or this Provision for provision by National Bank of services of depositary of National Bank and depository institution and after coordination with structural division of National Bank which provides legal maintenance, approves forms of agreements at the vice-chairman of National Bank who according to distribution of functional obligations is responsible for implementation of depository activity by National Bank. The depositary of National Bank provides promulgation of the approved forms of agreements on the page of official Internet representative office of National Bank. For development of the relevant agreements the Responsible division is guided by regulations of the legislation of Ukraine and in particular the provisions of regulatory legal acts of the National commission on securities and the capital markets establishing requirements to agreements according to the powers determined by the Law, the depository activity by National Bank which is not contradicting features of implementation.

19. The National Bank can approve forms of the entrance and output documents used for implementation of depository activity. The document forms developed by Responsible division affirm the vice-chairman of National Bank who according to distribution of functional obligations is responsible for implementation of depository activity by National Bank, and are published on the page of official Internet representative office of National Bank.

20. The internal procedure depositary of National Bank of each depository operation with regulation of procedures of internal control is developed by Responsible division and after coordination with divisions of National Bank affirms the vice-chairman of National Bank who according to distribution of functional obligations is responsible for implementation of depository activity by National Bank.

21. The depositary of National Bank performs servicing of corporate transactions of issuers on accounts in securities of depository institutions and foreign depositaries according to the procedure, established by the depositary agreement, the service agreement of issues of securities, the agreement on correspondence relations and this Provision. Servicing of corporate transactions is performed based on orders of the issuer, depository institution, foreign depositary and/or depositary of National Bank according to the procedure of accomplishment of unconditional transaction.

The depositary of National Bank based on the service agreement of issues of securities provides implementation of cash calculations between the Public treasurer service of Ukraine by both depository institutions and foreign depositaries by results of placement of the OVDP, payments of the income for the Central Bank and/or their repayments, including by carrying out cash clearing.

The depositary of National Bank serves transactions of issuers on the Central Bank issued by them concerning their issue, payment of the income and/or repayment, the redemption, converting (replacement), cancellation and other transactions on the Central Bank, stipulated by the legislation Ukraine, according to the procedure, determined by the legislation of Ukraine concerning depository activity, issue and security circulation.

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