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

of April 11, 2006 No. 234

About approval of the Regulations on order of registration of release of regular mortgage bonds, the prospectus of the issue, report on results of placement of mortgage bonds, repayments and cancellations of registration of release of mortgage bonds

According to article 4 of the Law of Ukraine "About mortgage bonds", the Laws of Ukraine "About securities and the stock market", "About state regulation of the security market in Ukraine", "About National depositary system and features of electronic security circulation in Ukraine" State commission on securities and the stock market RESHILA:

1. Approve Regulations on order of registration of release of regular mortgage bonds, the prospectus of the issue, report on results of placement of mortgage bonds, repayments and cancellations of registration of release of mortgage bonds.

2. To provide to the chief of staff of State commission on securities and the stock market M. Nepran:

state registration of this decision in the Ministry of Justice of Ukraine;

publication of this decision according to the current legislation of Ukraine.

3. Control over the implementation of this decision to assign to the Chief of staff of State commission on securities and the stock market M. Nepran.

Approved by the Decision of State commission on securities and the stock market of Ukraine of April 11, 2006 No. 234

Regulations on order of registration of release of regular mortgage bonds, prospectus of the issue, report on results of placement of mortgage bonds, repayments and cancellations of registration of release of mortgage bonds

This Provision is developed according to Item 1 of article 4 of the Law of Ukraine "About mortgage bonds" (further - the Law), Items 1, of 3, of 5, 8 parts two of article 7 of the Law of Ukraine "About state regulation of the security market in Ukraine", Article part three 28, Article 29, Article part two 30, part three of article 36 of the Law of Ukraine "About securities and the stock market", the Laws of Ukraine "About National depositary system and features of electronic security circulation in Ukraine", "About financial accounting and the financial reporting in Ukraine" and other regulatory legal acts.

This Provision establishes order of registration in the National commission on securities and the stock market (further - the Commission) release and the prospectus of the issue of regular mortgage bonds, the report on results of placement of mortgage bonds, repayment and cancellation of registration of release of mortgage bonds.

Action of this Provision extends to resident issuers.

Action of this Provision does not extend to cases of issue of regular mortgage bonds of resident issuers outside Ukraine.

Section I. General provisions

1. The main terms and concepts used in this Provision:

early repayment of bonds - payment of nominal value of the mortgage bond and income for them before repayment periods of the mortgage bonds provided by conditions of placement of bonds;

repayment of mortgage bonds - payment of nominal value of the mortgage bond and income for them in the terms provided by conditions of placement of bonds;

registration of release of mortgage bonds - assignment to bond issue of registration number according to the procedure, determined by the Commission;

series of mortgage bonds - set of bonds of one issuer within one bond issue having one registration number, identical conditions and terms of placement, the address, payment of the income and repayment and granting to their owners the identical rights;

the financial reporting - accounting records which contain information on financial condition, results of activities and cash flow of the issuer for certain accounting period.

2. Issue of mortgage bonds is performed on the following stages:

1) decision making about placement of mortgage bonds by body of the issuer, authorized to make such decision;

2) forming of mortgage covering;

3) the conclusion of the contract with the manager of mortgage covering and the serving organization (if the issuer independently does not perform function of the serving organization);

4) filing of application and all necessary documents for registration of release of mortgage bonds and the prospectus of their issue;

5) registration by the Commission of release of mortgage bonds and prospectus of their issue and issue of the interim certificate on registration of release of mortgage bonds;

6) adoption in case of need of the decision on involvement of the underwriter(s) to placement of mortgage bonds by body of the issuer, authorized to make such decision, except cases of availability of previously signed contract(s) with underwriter(s);

7) the conclusion with depositary of the service agreement of issue of mortgage bonds, except cases of availability of previously signed agreements;

8) introduction within ten working days from the date of registration of release of mortgage bonds of data on encumbrance by pledge of mortgage covering in the State register of encumbrances of personal estate;

9) assignment to mortgage bonds of the international identification number;

10) deposition of the temporary global certificate;

11) disclosure of information which contains in the registered prospectus of the issue of mortgage bonds, in full according to part seven of article 30 of the Law of Ukraine "About securities and the stock market" at least in 10 days prior to open (public) placement of mortgage bonds or provision of the registered prospectus of the issue to persons who are participants of placement according to the relevant decision of the issuer, at least in 10 days prior to the closed (private) placement of mortgage bonds;

12) placement of mortgage bonds which is performed in time, specified in the decision on placement of mortgage bonds;

13) approval of results of placement of mortgage bonds by body of the issuer, authorized to make such decision;

14) submission of the report on results of placement of mortgage bonds;

15) registration by the Commission of the report on results of placement of mortgage bonds (series of mortgage bonds);

16) receipt of the registration certificate of release (series) of mortgage bonds;

17) disclosure of information containing in the registered report on results of open (public) placement of regular mortgage bonds by publication of the report in one of official printing publications of the Commission not later than in 15 working days from registration date of the report on results of placement of mortgage bonds (series of mortgage bonds);

18) provision by the issuer in depositary with which the service agreement of issue of regular mortgage bonds is signed and the temporary global certificate, copies of the registration certificate of release of regular mortgage bonds is drawn up. Based on the registration certificate of release of mortgage bonds the issuer renews the global certificate on the new number of bonds taking into account results of placement of mortgage bonds.

3. Open (public) placement of mortgage bonds is performed by the issuer independently or through the underwriter(s) who signed the agreement on underwriting with the issuer.

Open (public) placement of mortgage bonds provides the offer of bonds previously not to certain number of persons.

Regular mortgage bonds which are offered for open (public) placement are freely rotating. Any legal entities and/or physical persons can be the first and following owners of such mortgage bonds.

The term of open (public) placement of mortgage bonds cannot exceed one year from start date of placement. If mortgage bonds are issued by various series, the term of open (public) placement of separate series of mortgage bonds cannot exceed one year from start date of placement of mortgage bonds of this series.

Open (public) placement of mortgage bonds before 10 days after publication of the prospectus of the issue in full in the official printing publication of the National commission on securities and the stock market is forbidden.

4. The closed (private) placement of mortgage bonds is performed by the issuer independently or through the underwriter(s) who signed the agreement on underwriting with the issuer.

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