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Ministry of Justice of Ukraine

November 25, 2021

No. 1537/37159

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

of September 23, 2021 No. 823

About approval of the Regulations on carrying out sounding in the capital markets

According to Item 13 parts one of article 8 of the Law of Ukraine "About state regulation of the capital markets and the organized goods markets" and parts nine of article 147 of the Law of Ukraine "About the capital markets and the organized goods markets" the National commission on securities and the stock market RESHILA:

1. Approve Regulations on carrying out sounding in the capital markets which are applied.

2. And corporate finances (Zhupanenko V.) to provide to department of supervision of condition of corporate management:

submission of this decision on state registration in the Ministry of Justice of Ukraine

promulgation of this decision on the official website of the National commission on securities and the stock market.

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

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

Commission chairman

R. Magomedov

It is approved:

First Deputy Minister of digital transformation of Ukraine

 

A. Vyskub

Approved by the Decision of the National commission on securities and the stock market of Ukraine of September 23, 2021 No. 823

Regulations on carrying out sounding in the capital markets

I. General provisions

1. This Provision determines procedure for carrying out sounding in the capital markets, including procedure for receipt of consent to transfer of insider information to person concerning which sounding to the potential investor, obligation of person concerning whom sounding, and also procedure for information transfer about sounding of the capital markets and accounting of documents on sounding of the capital markets is carried out is carried out.

2. The terms "sounding in the capital markets", "insider information", "member of the capital markets" are used in the value given in the Law of Ukraine "About the capital markets and the organized goods markets".

II. Requirements to disclosure of information

1. Sounding of the capital markets can be performed:

1) issuer;

2) the owner of the financial instrument (offerer) in such quantities or at such cost distinguishing the transaction from the regular transaction and allowing the sales method based on provisional estimate of potential interest of potential investors;

3) the third party who acts on behalf or for the benefit of person specified in subitems 1 and 2 of this Item.

2. Person specified in subitems 1 - 3 Items 1 of this Section which transfers information (further - the participant of the market) shall provide that mechanisms and procedures which it establishes for observance of requirements of parts four - the sixth and eighth article 147 of the Law of Ukraine "About the capital markets and the organized goods markets" were regularly reviewed and updated in case of need.

3. All records which reveal in the course of carrying out sounding in the capital markets according to the Section IV shall remain electronically.

4. The participant of the market shall determine method of carrying out sounding of the market.

The participant of the market can give information in the course of sounding to persons concerning whom sounding of the market in oral form, at physical meetings, in audio-or video phone calls or in writing by mail, to the fax or means of electronic communication is carried out.

5. The participant of the market shall establish procedures of carrying out sounding of the market by means of phone, providing use of phone lines, records providing maintaining if the participant of the market has access to such lines, and persons concerning whom market sounding is carried out gave the consent to conversation recording.

6. The procedures established by items 4 and 5 these Sections shall guarantee that persons who work for such participants of the market according to the employment contract or otherwise, use only the equipment provided by such participant of the market during transfer and acceptance of phone calls and electronic communication for the purposes of market sounding.

III. Disclosure of information during sounding

1. The participant of the market shall provide procedures for exchange of standard set of information with person who receives results of sounding of the market during market sounding, in in advance determined sequence.

2. Standard set of information is determined by the participant of the market for each sounding of the market before carrying out sounding of the market. The participant of the market shall use standard set of information for all persons concerning whom market sounding is carried out.

3. If the participant of the market considers that sounding of the market will include disclosure of insider information, standard set of information includes and is limited to the following, in that order:

1) the statement which explains that communication happens for the purposes of market sounding;

2) if sounding of the market is carried out by the phone lines providing conducting record or is used audio-or video, the statement that the conversation registers, and the consent of person concerning which market sounding, on conversation recording is carried out is received;

3) request and confirmation from the contact person that the participant of the market communicates with the authorized person of the potential investor for receipt of results of market sounding and the response to this request;

4) the statement explaining that if the contact person agrees to receive market sounding, this person will obtain information which the participant of the market considers insider information whether also independently to estimate the reference to its obligation possesses it insider information and the moment from which it ceases to possess insider information;

5) whenever possible, assessment of when information stops being insider information, factors which can change this assessment, and information on method by which person concerning whom market sounding is carried out it will be informed on any changes in such assessment;

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