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

of June 21, 2018 No. 426

About approval of the Order of registration of share issue in case of increase (reduction) in the size of the authorized capital of joint-stock company

According to Items 1, 3 parts two of Article 7, to Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", to the Law of Ukraine of November 16, 2017 No. 2210-VIII "About modification of some legal acts of Ukraine concerning simplification of business and investment attraction by issuers of securities" the National commission on securities and the stock market RESHILA:

1. Approve share issue Order of registration in case of increase (reduction) in the size of the authorized capital of joint-stock company (further - the Procedure) which is applied.

2. Action of this decision extends to all joint-stock companies which made the decision on increase (reduction) in the size of the authorized capital, from the effective date this decision.

3. And corporate finances (Khokhlov N.) to provide to corporate management department submission of this decision on state registration in the Ministry of Justice of Ukraine.

4. And corporate finances (Khokhlov N.) to provide to corporate management department promulgation of this decision on the official website of the National commission on securities and the stock market.

5. To management of international cooperation and communications (Yushkevich A.) provide publication of this decision in the official printing publication of the National commission on securities and the stock market.

6. This decision becomes effective from the date of, its official publication following behind day.

7. Control over the implementation of this decision to assign to the member of the National commission on securities and the stock market Libanov N.

Approved by the Decision of the National commission on securities and the stock market of Ukraine of June 21, 2018, No. 426

Share issue order of registration in case of increase (reduction) in the size of the authorized capital of joint-stock company

I. General provisions

1. Action of this Procedure extends to the joint-stock companies (except institutes of joint investment) performing increase or reduction of the authorized capital (further - society, the issuer).

Action of this Procedure does not extend to cases of registration of share issue in case of change of the size of the authorized capital of joint-stock company in case of accession or allocation.

2. Registration of share issue, registration of release and approval of the prospectus of shares, registration of the report on results of share issue are performed by the National commission on securities and the stock market (further - registering body).

3. Registration of share issue, registration of release and approval of the prospectus of shares, registration of the report on results of share issue are the bases for entering of the relevant information into the State register of issues of securities.

4. Registration of share issue, registration of release and approval of the prospectus of shares, registration of the report on results of issue cannot be considered as guarantee of their cost.

5. In case of additional share issue in case of increase in the authorized capital of society with attraction of additional contributions registration of share issue, registration of release and approval of the prospectus of shares, registration of the report on results of share issue are performed. Registration of share issue and approval of the prospectus of shares are performed at the same time.

6. In case of increase in the authorized capital of society at the expense of the direction in the authorized capital of the supplementary capital regarding share premium (its part) and/or the directions in the authorized capital of profit (its part) registration of share issue is performed. The report on results of share issue in registering body for registration does not move.

7. In case of reduction of the authorized capital of society by reduction of share par value or by cancellation earlier redeemed or other way of the shares acquired by society and reduction of their total quantity registration of share issue is performed. The report on results of share issue in registering body for registration does not move.

8. Registering body:

1) performs registration of share issue (without implementation of public offer of shares) or refuses the corresponding registration within 25 working days after receipt of the statement, the decision on share issue and all necessary documents for registration of share issue;

2) performs release registration shares/registration of release and approval of the prospectus of shares (in case of implementation of public offer of shares) or refuses in corresponding to registration (approval) after provision of all necessary documents during:

20 working days;

10 working days - if the securities which are available for the issuer, are admitted to trading on the stock exchange, and/or were performed public offer of such securities;

3) performs registration of the report on results of share issue or refuses registration within 25 working days from the date of receipt of the statement and all necessary documents for registration of the report on results of share issue;

4) returns in provided by subitems 1 - 3 presents of Item term documents to the issuer without consideration in case of their representation not in full or with violation of the requirements to their registration established by registering body.

If the decision on share issue, the report on results of share issue and/or other submitted documents do not conform to requirements of the legislation, and/or contain incomplete or unreliable information, and/or contain discrepancies between the provisions, registering body instantly, but no later than completion of the terms provided by this Item, informs the applicant on the specified elicited facts and accurately determines changes, amendments and/or explanations which need to be given with respect thereto. In that case the term provided by this Item begins from the date of obtaining by registering body of the documents and/or explanations requested according to this Item.

The registering body has the right to perform verification of the data containing in the submitted documents. Before the termination of the term established for registration the registering body can request provision of the additional documents confirming the data provided in the documents provided by the issuer for registration of share issue, registration of release and approval of the prospectus of shares, the report on results of share issue.

9. The principle of acquiescence is not applied to process of registration by registering body of share issue, registration of release and approval of the prospectus of shares.

10. The date of receipt of documents is registration date of such documents provided in paper form, in the relevant division of registering body which performs functions of registration of incoming correspondence.

Documents are electronically attached to the documents submitted in paper form. The issuer is responsible for compliance of information containing in the documents provided electronically and information containing in the documents provided in paper form.

11. The decision on share issue, on increase or reduction of the authorized capital of society, other decisions of general meeting of shareholders of society on the questions connected with the procedure of change of the size of the authorized capital are drawn up by the protocol or minutes abstract of general meeting of shareholders of society according to requirements of article 46 of the Law of Ukraine "About joint-stock companies" and shall be numbered, strung together and certified by signatures of the chairman, secretary of meeting, the head of society. Protocols on vote results on appropriate questions of the agenda which shall conform to requirements of article 45 of the Law of Ukraine "About joint-stock companies", and the list of shareholders who were registered for participation in general meeting of shareholders of society are attached to the protocol or minutes abstract of general meeting of shareholders of society.

12. For registration of share issue, registration of release and approval of the prospectus of shares, joint-stock companies submit to registration of the report on results of share issue the financial reporting - the reporting (for banks - in the corresponding forms which are determined by the regulatory legal acts about creation of the financial reporting of banks of Ukraine approved by resolutions of Board of the National Bank of Ukraine which affected the corresponding reporting dates; for other legal entities - the financial reporting in the corresponding forms which are determined by regulatory legal acts of the Ministry of Finance of Ukraine concerning creation of the financial reporting of the legal entities (except banks) acting on the corresponding reporting dates) which consists from:

report on financial condition at the end of the period;

profit and loss statement and other comprehensive income for the period;

report on changes in equity for the period;

cash flow statement for the period;

notes to the financial reporting.

If the issuer according to the legislation constitute the financial reporting under International Financial Reporting Standards, he represents the financial reporting constituted under International Financial Reporting Standards.

If the financial reporting of society together with the audit report (the report of the independent auditor) is available in public access as a result of its publication on the website of the issuer and in the public information database of the National commission on securities and the stock market about the security market, the issuer can not provide paper copies of such documents. In that case the issuer represents the reference signed by the head of the issuer which shall contain the reference to the web page where such documents which includes the universal index of the location (Universal Resource Locator) the URL address are published), domain name, the location of the page and the name of the file.

13. According to the written address of the issuer provided to registering body before adoption by registering body of the decision on registration or refusal in registration of share issue, registration of release and approval of the prospectus of shares, the report on results of share issue, the registering body can return all documents submitted for registration of share issue, registration of share issue and approval of the prospectus of the issue, registration of the report on results of share issue for completion.

14. The approved prospectus of shares makes sure the authorized signature of registering body, stamp of UTVERZHDENO and seal of registering body.

One copy of the approved prospectus of shares returns to the issuer.

The notification of society on the decision on registration of share issue made by registering body, registration of share issue and approval of the prospectus of shares is performed by means of telecommunication communication.

15. The registered report on results of share issue makes sure the authorized signature of registering body with stamp of ZAREGISTRIROVANO and seal of registering body.

One copy of the registered report on results of share issue after registration returns to the issuer.

The notification of society on the decision on registration of the report on results of share issue made by registering body is performed by means of telecommunication communication.

16. The bases for return to the issuer without consideration of the documents filed for registration of share issue:

1) submission of documents not in full;

2) submission of documents with violation of the requirements established by this Procedure to their registration.

17. The bases for refusal in registration of share issue are:

1) discrepancy of the submitted documents to requirements of the legislation;

2) availability of disagreements between various provisions of the submitted documents, unauthenticity and/or incompleteness of data in the submitted documents;

3) violation of the procedure for decision making established by the legislation on share issue;

4) recognition of unfair emission;

5) the location of the issuer according to the Unified State Register of Legal Entities, physical persons entrepreneurs and public forming is temporarily occupied territory of Ukraine or the territory of conducting anti-terrorist operation.

In case of implementation of share issue by public offer approval of the prospectus of shares is performed at the same time and on condition of registration of share issue.

18. The bases for refusal in registration of the report on results of share issue are:

1) violation of requirements of the legislation on share issue, in particular the established procedure of decision making about approval of results of issue is broken;

2) the share issue is recognized as unfair;

3) discrepancy of the filed documents to requirements of the legislation is established.

19. The notification on refusal in registration of share issue, registration of release and approval of the prospectus of shares, registration of the report on results of share issue, cancellation of registration of share issue and cancellation of the interim certificate on registration of share issue is carried to society in writing by the direction to the issuer of the order about refusal in registration of share issue, registration of release and approval of the prospectus of shares, registration of the report on results of share issue, cancellation of registration of share issue and cancellation of the interim certificate on registration of share issue (appendix 1) and shall contain legal reasons for such refusal.

The return note without consideration of the documents filed for registration of share issue, registration of release and approval of the prospectus of shares, is carried to registration of the report on results of share issue to the issuer in writing by the direction to the issuer of the corresponding letter containing the reasonable bases for leaving of documents without consideration.

In case of refusal in registration of share issue, registration of release and approval of the prospectus of shares, registration of the report on results of share issue all filed documents remain in registering body. The original certificate (interim certificate) on registration of share issue returns to the applicant.

If in registration of share issue, registration of release and approval of the prospectus of shares, to registration of the report on results of share issue it is refused based on which society considers unreasonable, it can take a legal action.

20. Registration of the following share issue, share issue and approval of the prospectus of shares are performed by registering body only on condition of registration of the report on results of share issue and/or issue of the registration certificate of the previous share issue or cancellation of the interim certificate on registration of share issue.

21. After registration of share issue in case of increase in the size of the authorized capital at the expense of additional contributions to the issuer the interim certificate on registration of share issue is granted (appendices 2, 3).

After registration of share issue on which the issuer makes the decision on share issue without implementation of public offer (appendix 4), the authorized person of registering body within 3 working days provides to Central Securities Depository the list of persons who according to the decision on share issue are participants of placement, and the order about prohibition of implementation of the translation of shares from the account in securities of the issuer on accounts in securities of depository institutions for further transfer by depository institutions of the rights to these shares into accounts in securities of depositors which are not determined by the decision on share issue as participants of such placement (appendix 5).

The registration certificate of share issue (appendices 6, of 7) it is issued to the issuer along with copy of the registered report on results of share issue.

22. After registration of share issue in case of increase in the authorized capital at the expense of the direction in the authorized capital of the supplementary capital regarding share premium (its part) and/or the directions in the authorized capital of profit (its part), or after registration of share issue in case of reduction of the authorized capital to the issuer the registration certificate of share issue is granted.

23. In case of implementation of share issue, granting to their owners the rights identical with the rights according to earlier placed shares, the registering body grants the registration certificate of share issue on all release taking into account the previous releases and cancels the interim certificate on registration of share issue and the registration certificate of the previous share issues.

In case of implementation of share issue, granting to their owners the rights others, than according to earlier placed shares, the registering body grants the registration certificate of share issue only on this release and cancels the interim certificate on registration of share issue.

Cancellation of earlier granted certificates (interim certificates) on registration of share issue is performed by entering of record into the registration certificate of share issue granted by registering body.

24. The registering body no later than the next working day from date of issue of the temporary certificate / registration certificate of share issue provides the direction of electronic copies of the temporary certificate / registration certificate of share issue and other documents to Central Securities Depository according to the regulatory legal act of registering body which establishes procedure for exchange of electronic documents of registering body and Central Securities Depository.

25. The authorized person of registering body issues the order about cancellation of registration of share issue and cancellation of the interim certificate on registration of share issue (appendix 8) in case:

1) if during the term of share issue specified in the solution on share issue and the prospectus of shares (in case of its registration), any share was not placed.

The order about cancellation of registration of share issue and cancellation of the interim certificate on registration of share issue is issued along with registration of the report on results of share issue within 25 working days from the date of receipt by registering body of the relevant documents;

2) acceptances during the term of share issue of the decision on refusal of share issue.

The order about cancellation of registration of share issue and cancellation of the interim certificate on registration of share issue is issued along with registration of the report on results of share issue within 25 working days from the date of receipt by registering body of the relevant documents;

3) acceptances after registration of share issue prior to realization of shareholder preemptive right on share acquisition prior to share placing, specified in the solution on share issue and the prospectus of shares (in case of its registration), decisions on refusal of share issue.

The order about cancellation of registration of share issue and cancellation of the interim certificate on registration of share issue is issued within 25 working days from the date of receipt by registering body of the relevant documents;

4) non-confirmations in the terms of results of share issue established by the legislation.

The order about cancellation of registration of share issue and cancellation of the interim certificate on registration of share issue is issued within 25 working days from the date of receipt by registering body of the relevant documents.

26. The stock turnover is allowed after registration by registering body of the report on results of share issue and issue of the registration certificate of share issue.

27. The impress of a seal is optional detail any of documents which submission to registering body is provided by this Procedure. Copies of documents which submission to registering body is provided by this Procedure are considered certified in accordance with the established procedure if on such copies the authorized signature of the subject of managing is put down.

II. Registration of share issue, registration of release and approval of the prospectus of shares in case of increase in the size of the authorized capital of society

1. Documents which are filed for registration of share issue in case of increase in the authorized capital of society by share placing of additional share issue of the existing nominal value without implementation of public offer (except converting of convertible bonds in the share)

1. For registration of share issue in case of increase in the authorized capital of society by share placing of additional issue of the existing nominal value without implementation of public offer society within 60 days after decision making about share issue files the following documents to registering body:

1) the statement for registration of release of shares/registration of release and approval of the prospectus of shares constituted according to appendix 9 to this Procedure;

2) the decision of general meeting of shareholders of society is relative:

increases in the authorized capital of joint-stock company by additional share issue of the existing nominal value at the expense of additional contributions;

non-uses of shareholder preemptive right on share acquisition of additional issue in the course of their placement (if necessary);

share issues (with indication of participants of placement);

determinations (in need of) authorized body of the issuer (executive body, the supervisory board) to which the powers determined by the regulatory legal act of registering body which establishes procedure for increase (reduction) for the authorized capital of joint-stock company are conferred;

determinations (in need of) authorized persons of the issuer to which the powers determined by the regulatory legal act of registering body which establishes procedure for increase (reduction) for the authorized capital of joint-stock company are conferred.

The specified decisions are drawn up according to Item 11 of the Section I of this Procedure (or their copies certified according to the legislation).

The decision on share issue shall contain data according to appendix 4 to this Procedure;

3) the interim financial statements according to requirements of Item 12 of the Section I of this Procedure certified by signatures of the issuer together with the report on the overview of interim financial statements for the accounting period which preceded quarter in which documents for registration of share issue are filed (except case when the previous accounting period is year) or the annual financial reporting according to requirements of Item 12 of the Section I of this Procedure certified by signatures of the issuer together with the audit report (the report of the independent auditor) of rather annual financial reporting for accounting year (in case the previous accounting period is year).

The audit report (the report of the independent auditor) of rather annual financial reporting, the report on the overview of interim financial statements shall be constituted according to International standards of audit taking into account requirements of the regulatory legal act of the registering body establishing requirements to the audit report (the report of the independent auditor);

4) the annual financial reporting according to requirements of Item 12 of the Section I of this Procedure certified by signatures of the issuer together with the audit report (the report of the independent auditor) of rather annual financial reporting for accounting year which preceded year in which documents for registration of share issue are filed, constituted according to International standards of audit taking into account requirements of the regulatory legal act of the registering body establishing requirements to the audit report (the report of the independent auditor);

5) the certificate of the personal notification of shareholders of society of holding general shareholder meeting certified by the signature of the head of society (appendix 10).

If changes were made to the agenda of general meeting of shareholders of society, the certificate of the notification of shareholders of changes in the agenda of general shareholder meeting certified by the signature of the head of society is also provided (appendix 11);

6) the decision of relevant organ of joint-stock company (the supervisory board, executive body if other is not established by charter of joint-stock company) on preparation and holding general meeting of shareholders of society on which the decision on increase in the authorized capital and share issue, or the copy of such decision certified by the signature of the head of society is made.

In case of convocation of general meeting of shareholders of society by shareholders according to article 47 of the Law of Ukraine "About joint-stock companies" the decision of the shareholder(s) concerning preparation and holding general meeting of shareholders of society on which the decision on increase in the authorized capital and share issue, or the verified copy of such decision is made is provided;

7) the head of society assured by the signature the certificate of the notification of all shareholders who the stipulated in Article 68 Laws of Ukraine "About joint-stock companies" have the right to require implementation of the obligatory redemption of the stocks owned by them in cases, of right to claim of obligatory share repurchase (is represented in case of availability of shareholders, which on questions, the stipulated in Article 68 Laws of Ukraine "About joint-stock companies", voted contra) containing data relatively:

the number of shareholders who voted against decision making, the stipulated in Article 68 Laws of Ukraine "About joint-stock companies", with indication of quantity and total nominal value of the shares belonging to such shareholders (on each of questions);

dates (or start and end dates) and method of the notification of shareholders on right to claim of obligatory share repurchase;

8) the head of society assured by the signature the copy of the charter of society in the edition operating on acceptance date of decisions on increase in the authorized capital and share issue (it is provided in case of absence the scan copy of the charter in the edition operating for decision date about increase in the authorized capital and share issue on the official website of the Ministry of Justice of Ukraine);

9) the solution of the supervisory board or general shareholder meeting if formation of the supervisory board is not provided by charter of joint-stock company, about approval of share market value according to article 8 of the Law of Ukraine "About joint-stock companies" or the copy of such decision certified by the signature of the head of society;

10) the document confirming determination of share market value according to requirements of article 8 of the Law of Ukraine "About joint-stock companies" or its copy certified by the signature of the head of society;

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