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It is registered

Ministry of Justice of Ukraine

April 13, 2022

No. 415/37751

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

of February 10, 2022 No. 98

About approval of the Regulations on procedure of share issue, registration and cancellation of registration of share issue

According to Items 1, 3, 5 parts two of Article 7, 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", to Articles 9, 14, 91 - 106 Law of Ukraine "About the capital markets and the organized goods markets", to Articles 9 - 13, Article parts four 14, Article parts one 15, Article part one 16, Article parts one 17, parts five of article 18 of the Law of Ukraine "About joint-stock companies" the National commission on securities and the stock market RESHILA:

1. Approve Regulations on procedure of share issue, registration and cancellation of registration of share issue which is applied.

2. Action of this Provision extends to joint-stock companies which:

made the decision on share issue, the decision on increase or reduction of the authorized capital, the decision on the termination of society by liquidation, the decision on the termination of society by transformation, decisions on consolidation or share split, the decision on cancellation of the shares redeemed by society without change of the size of the authorized capital of society;

submit to the National commission on securities and the stock market the documents necessary for registration of the report on results of share issue which registration of release and receipt of the interim certificate on registration of share issue are performed before entry into force of this decision.

3. In the capital markets and the organized goods markets (Peresunko D.) to provide to department of methodology of corporate management, corporate finances, financial instruments:

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.

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

5. 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

In coordination:

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 February 10, 2022 No. 98

Regulations on procedure of share issue, registration and cancellation of registration of share issue

I. General provisions

1. This Provision establishes procedure and terms of registration by the National commission on securities and the stock market (further - registering body) share issue, registration of share issue and approval of the prospectus of shares, the report on results of share issue, stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue, the list of the documents necessary for registration of release (releases) of shares, registration of share issue and approval of the prospectus of shares, the report on results of share issue, stop of the circulation of shares, renewal of the circulation of shares, cancellations of registration of share issue and cancellation of the certificate (interim certificate) on registration of share issue and the requirement to their registration.

Action of this Provision does not extend to cases of registration of share issue of the joint-stock companies created by merge, separation, allocation or transformation or to which accession is performed.

According to this Provision it can be performed:

the translation of liabilities in the share of society by additional share issue of the existing nominal value;

converting of convertible bonds in the share of society by additional share issue of the existing nominal value among holders of convertible bonds;

registration of share issue of new nominal value in connection with adoption by joint-stock company of the decision on cancellation of the shares redeemed by joint-stock company and increase in nominal value of other shares without change of the size of the authorized capital;

registration of share issue in case of combination of ways of increase in the authorized capital of joint-stock company;

consolidation and share split of joint-stock company.

2. This Provision extends to public and private joint-stock companies (further - joint-stock companies), except institutes of joint investment.

3. In this Provision terms are used in such values:

denomination of shares - change of nominal value of all shares placed by society by their consolidation or crushing;

share split - increase in total quantity of all shares placed by society with simultaneous pro rata reduction of their nominal value therefore one share is converted into two or more whole number of shares of the same type and class;

the applicant - the issuer of securities (further - the issuer), the founder (founders) of society or authorized face (persons) of the founder (founders) performing submission to NKTsBFR of the documents provided by this Provision;

essential parameters of share issue - the total amount of release, the number of shares in release, share par value, types of shares, share class (for preferred shares), share placing method in the course of their issue (with implementation of public offer without implementation of public offer), sources of payment of the shares provided to placement, availability/lack of shareholder preemptive right on share acquisition, placed without implementation of public offer, possibility of involvement of third-party investors;

denomination coefficient - indicator which characterizes ratio of par value per share to denomination and new par value per share;

consolidation of shares - reduction of total quantity of all shares placed by society with simultaneous pro rata increase in their nominal value therefore two or more whole number of shares are converted into one new whole share of the same type and class;

the prospectus of shares (further - the prospectus) - the document which is processed when implementing public offer of shares and contains information according to the requirements determined by the legislation;

the decision on share issue (further - the decision on issue) - the document accepted by authorized body (person) of the issuer contains stipulated by the legislation information and moves in NKTsBFR for registration of share issue.

The terms "issue of securities", "international security identification number (ISIN code)", "international identification code of the legal entity (LEI code)", "official channel of communication", "placement of securities" are used according to the Law of Ukraine "About the capital markets and the organized goods markets".

4. Registration of share issue, registration of share issue and approval of the prospectus of shares, registration of the report on results of share issue, stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issues and cancellation of the certificate (interim certificate) on state registration of share issue or refusal in registration of share issue, registration of share issue and approval of the prospectus of shares, registration of the report on results of share issue, stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issues and cancellation of the certificate (interim certificate) on registration of share issue are performed by NKTsBFR according to this Provision.

Approval of changes and/or amendments to the avenue of the shares which are drawn up in the form of appendices is performed according to the procedure, the established Regulations on implementation of public offer of securities approved by the decision of NKTsBFR of June 21, 2018 No. 424, registered in the Ministry of Justice of Ukraine on July 18, 2018 for No. 837/32289.

5. Registration of share issue, registration of release and approval of the prospectus of shares, registration of the report on results of share issue, stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue is the basis for entering of the relevant information into the State register of issues of securities.

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

7. The circulation of shares is allowed after registration by registering body of the report on results of share issue and/or issue of the registration certificate of share issue.

8. For the purposes of this provision joint-stock companies represent the financial reporting (including consolidated - in case of creation) - 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 legal entities (except banks) who affected 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.

Notes to the annual financial reporting and interim financial statements which submission is provided by this Provision shall contain information about:

compliance of the size of the authorized capital to constituent documents;

to completeness of forming and payment of the authorized capital of the issuer of shares with indication of details of the payment documents confirming such payment;

the size of equity of the issuer of shares on the last reporting date preceding decision date about share issue;

structure and structure of financial investments;

availability of events after date of balance which did not find reflection in the financial reporting however can have significant effect on financial condition of the issuer of shares, in particular, concerning equity size compliance to requirements of the legislation.

The issuer performs submission to registering body of the annual financial reporting and/or interim financial statements which is provided by this Provision taking into account the following:

in case of submission of documents in the I quarter of the current year the annual financial reporting for accounting year moves;

in case of submission of documents in the II quarter of the current year the annual financial reporting for accounting year and, in case of submission of documents after April 30, - interim financial statements for the I quarter of the current year moves;

in case of submission of documents in III or IV quarter of the current year the annual financial reporting for accounting year and interim financial statements for the accounting period which came to the end no more, than in 180 days prior to date of giving in NKTsBFR of the documents provided by this Provision moves.

If the applicant according to the legislation constitute the financial reporting under International Financial Reporting Standards, he submits the financial reporting constituted under International Financial Reporting Standards in the corresponding forms.

The financial reporting makes sure signatures of the head and chief accountant (in the presence) of the applicant.

Reports of the independent auditor of rather financial reporting, namely: the audit report to the annual financial reporting (further - the audit report) and the report on the overview of interim financial information (further - the report on the overview) which representation is provided by this Provision, shall meet the Requirements to information concerning audit or the overview of the financial reporting of members of the capital markets and the organized goods markets, supervision of which is exercised by the National commission on the securities and the stock market approved by the decision of NKTsBFR of July 22, 2021 No. 555, registered in the Ministry of Justice of Ukraine on September 07, 2021 for No. 1176/36798, and to the Law of Ukraine "About financial records audit and auditor activities".

The audit report, the Report on the overview shall be constituted according to international standards of quality control, audit, the overview, other provision of confidence and the accompanying services.

9. The date of receipt of documents is receipt date of such documents in NKTsBFR official channel of communication.

The notification of society on the decisions made by registering body is performed by official channel of communication.

10. Market value of property (except the issued securities which are in circulation in the organized markets of the capital), including the property rights brought as share value payment is determined on the basis of the independent assessment which is carried out according to the legislation on property assessment, property rights and professional estimative activity. Market value of issued securities is determined:

1) for the issued securities which are not in circulation in the organized markets of the capital - as the cost of securities determined according to the legislation on property assessment, property rights and professional estimative activity;

2) for the issued securities which are in circulation in the organized markets of the capital - as the average rate by results of the regular biddings of such securities in the corresponding organized market of the capital calculated by the operator of such organized market of the capital for the last three months of their address, preceding day as of which market value of such securities is determined.

If securities are traded on two and more organized markets of the capital and their average rate by results of the biddings for the last three months of the address preceding day as of which market value of such securities is determined in various organized markets of the capital differs, market value of securities is determined by the supervisory board (if creation of the supervisory board is not provided by charter of joint-stock company - executive body of society) according to the procedure, established by the National commission on securities and the stock market;

3) for the issued securities which are in circulation in the organized markets of the capital if it is impossible to determine market value of the securities for the last three months of their address preceding day as of which market value of such securities or if the law provides possibility of non-use of the subitem of the second this Item is determined - as the cost of securities as of such date determined according to the legislation on property assessment, property rights and professional estimative activity.

Transfer of property rights which are brought as share value payment is performed taking into account the features provided by special laws.

11. Requirements of this provision about receipt of the LEI code by the issuer are applied in case of implementation of share issue which is combined with public offer of such shares.

12. Registering body:

1) performs registration of share issue (without implementation of public offer of shares) or refuses the corresponding registration within 25 working days from the date of 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 the corresponding registration (approval) from the date of receipt of all necessary documents during:

20 working days;

10 working days - if the issuer has securities admitted to trading in the controlled stock market and/or were performed public offer of such securities;

3) performs registration of the report on results of share issue or refuses registration from the date of receipt of the statement and all necessary documents for registration of the report on results of share issue during:

25 working days;

3 working days - in case of implementation of calculations by results of placement by the principle "delivery of securities against payment" or implementation of share placing in the controlled markets of the capital;

4) performs suspension of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on registration of share issue or refuses stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on registration of share issue within 15 working days from the date of receipt of the documents specified in Chapters 2 - 3 Sections V of this provision;

5) returns in provided by subitems 1 - 4 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 with indication of the discrepancy reasons.

If the 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 provided by subitems 1 - 4 these Items of terms, 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 expiration of the terms provided by subitems 1 - 4 presents of Item, the registering body can request provision of additional documents which confirm the data provided in the documents submitted by the applicant for registration of share issue, registration of release and approval of the prospectus of shares, the report on results of share issue, stop of the circulation of shares, renewals of the circulation of shares, cancellations of registration of share issue and cancellation of the certificate (interim certificate) on registration of share issue. 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.

13. According to the address of the applicant submitted to registering body official channel of communication before adoption by registering body of the decision on registration of share issue, registration of release and approval of the prospectus of shares, registration of the report on results of share issue, stop of the circulation of shares, renewal of the circulation of shares, cancellations of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue or 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 stop of the circulation of shares, recovery of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue the registering body can return the documents filed for registration of share issue, registration of share issue and approval of the prospectus of shares, registration of the report on results of share issue stops of the circulation of shares, renewal of the circulation of shares, cancellations of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue, for completion. After completion the applicant files documents in general procedure.

14. The share issue is considered registered only in case of adoption of the relevant decision NKTsBFR (orders of the authorized person of NKTsBFR (appendix 1).

15. If the applicant reveals mistakes in the documents filed to registering body for registration of share issue, registration of release and approval of the prospectus of shares, registration of the report on results of share issue, stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue, the applicant has the right to correct the made mistakes and to provide additional documents to earlier submitted documents official channel of communication no later than the following terms:

1) in case of implementation of registration of share issue (without implementation of public offer of shares) up to 10 working days from receipt date of the corresponding document package in NKTsBFR;

2) in case of implementation of registration of release of shares/registration of release and approval of the prospectus of shares (in case of implementation of public offer of shares) to:

7 working days from receipt date of the corresponding document package in NKTsBFR;

3 working days from receipt date of the corresponding document package in NKTsBFR - if the issuer has securities admitted to trading in the controlled stock market and/or were performed public offer of such securities;

3) in case of implementation of registration of the report on results of share issue - up to 10 working days from receipt date of the corresponding document package in NKTsBFR, except case of registration of the report on results of share issue in case of implementation of calculations by results of placement by the principle "delivery of securities against payment" or implementation of share placing in the controlled markets of the capital;

4) in case of implementation of stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on registration of share issue - up to 7 working days from receipt date of the corresponding document package in NKTsBFR.

The documents filed to NKTsBFR with violation of the terms determined by this Item are not considered by registering body.

For the purposes of this Item editorial mistakes in case of document creation are considered as mistakes and the mistakes connected with forming of documents electronically.

16. The bases for return to the applicant without consideration of the documents filed for registration of share issue, registration of release and approval of the prospectus of shares, registration of the report on results of share issue, stop of the circulation of shares, renewal of the circulation of shares of cancellation of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue is:

1) submission of documents not in full;

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

17. The bases for refusal in registration of share issue, registration of release and approval of the prospectus of shares is:

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

2) availability of discrepancies between various provisions of the submitted documents, unauthenticity and/or incompleteness of information 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 (further - the Unified state register) 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 is:

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

2) recognition of unfair emission;

3) establishment of discrepancy of the submitted documents to requirements of the legislation.

19. The bases for refusal in stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) are:

1) detection of discrepancy of the submitted documents to requirements of this provision;

2) entering of false information into documents which submission is provided by this Provision;

3) violation of the procedure for the termination of joint-stock company established by the legislation;

4) identification of violation of procedure for convocation and/or holding general shareholder meeting on which the decision on the termination of joint-stock company or the decision on approval of the liquidation balance sheet or the transfer act is made.

20. 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, stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue is carried to society by registering body official channel of communication by the direction to the applicant 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 certificate (interim certificate) on registration of share issue (appendix 2) 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, registration of the report on results of share issue, stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue is carried to the applicant by registering body official channel of communication by the direction to the applicant of the corresponding letter, electronically, containing 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, stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue all submitted documents remain in registering body.

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 stop of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue it is refused based on which the joint-stock company considers unreasonable, it can take a legal action.

21. The decision on state registration of share issue is made by registering body and is the basis for registration and issue of the interim certificate (interim certificates) on registration of share issue (appendices 3, 4).

22. The decision on registration of the report on results of share issue is made by registering body and is the basis for execution of the registration certificate of share issue (appendices 5, 6).

23. The solution on suspension of the circulation of shares, renewal of the circulation of shares, cancellation of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue is accepted by registering body and is the basis for execution of the corresponding orders (appendices 7, 8, 9).

24. The decision on registration of the subsequent share issue, share issue and approval of the prospectus of shares is accepted 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.

25. The registering body no later than the next working day from date of issue of the temporary certificate / registration certificate of share issue, the order about suspension of the circulation of shares, orders about renewal of the circulation of shares, orders about cancellation of registration of share issue and cancellation of the certificate (interim certificate) on state registration of share issue provides the direction with official channel of communication of the copy of the temporary evidence / copy of the registration certificate of release of shares / the corresponding order electronically in Central Securities Depository according to Procedure for electronic interaction of the National commission on the securities and the stock market with members of the security market approved by the decision of NKTsBFR of August 28, 2014 No. 1120, registered in the Ministry of Justice of Ukraine on September 16, 2014 for No. 1127/25904.

26. The order about cancellation of registration of share issue and cancellation of the interim certificate on registration of share issue (appendix 10) is issued by registering body if:

1) during the share issue term which is 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) during the term of share placing the decision on refusal of share issue is made.

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) after registration of share issue prior to realization of shareholder preemptive right on acquisition of shares / prior to share placing which is specified in the solution on share issue and the prospectus of shares (in case of its registration) the decision on refusal of share issue is made.

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) rejection 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;

5) not introduction/not carrying out state registration in the terms of changes established by the legislation in the charter on increase in the size of the authorized capital.

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.

27. The registering body issues the order about cancellation of registration of share issue and cancellation of the registration certificate of share issue in case of the termination of joint-stock company by liquidation or transformation, or accession to joint-stock company which is shareholder of society which stops, or the owner of which is other society which joins according to the Section V of this provision.

28. Submission to NKTsBFR by the applicant and departure of NKTsBFR to the applicant of the documents provided by this Provision is performed electronically by official channel of communication taking into account requirements of the legislation on electronic documents and electronic document management.

The applicant files to NKTsBFR documents which list is determined by this Provision, with use of means of e-mail which address is specified in the application submitted to NKTsBFR.

In document package which representation is provided by this Provision in NKTsBFR each document shall be the separate file in the Portable Document Format/A format (format of the PDF 1.4 ISO 19005-1:2005) specification (further - PDF/A) using the digital signature of the authorized person of the applicant based on the qualified certificate of open key, on each separate electronic document.

Giving by the applicant in NKTsBFR of the documents created by the applicant or not the applicant electronically is performed using the digital signature of the authorized person of the applicant who is based on the qualified certificate of open key.

Giving by the applicant in NKTsBFR of the documents created by the applicant or not the applicant as the electronic copy of the paper document (photocopy) is performed using the digital signature of the authorized person of the applicant who is based on the qualified certificate of open key.

29. The signature on documents which the authorized person of NKTsBFR according to requirements of this provision shall perform are performed by imposing of the qualified digital signature by such persons on the relevant electronic documents.

30. On the avenue of shares, in case of its approval, the qualified digital signature of the authorized person of registering body is imposed.

Imposing of the qualified digital signature of the authorized person of registering body on the avenue of shares is confirmation of approval of the prospectus of shares by registering body.

The notification of society on the decision on approval of the prospectus of shares made by registering body is performed by official channel of communication.

31. On the report on results of share issue, in case of its registration of NKTsBFR, the qualified digital signature of the authorized person of registering body is imposed. The report on results of share issue is considered the authorized person of registering body of the qualified digital signature registered by way of imposing.

Imposing of the qualified digital signature of the authorized person of registering body on the report on results of share issue is confirmation of the fact that the report on results of share issue is registered by registering body.

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

32. In the cases provided by this Provision, submission to registering body in document package of the original of the interim certificate on registration of release of shares/registration certificate of share issue is performed only in case of existence of appropriate certificates in paper form taking into account the following features:

1) execution of the appropriate certificate in paper form for the purpose of its giving in registering body in document package, is performed by the applicant by creation of the electronic copy of the original of the paper certificate (photocopy) in the PDF/A format using the digital signature of the authorized person of the applicant based on the qualified certificate of open key;

2) in the cases provided by this Provision, return to the applicant of the original of the appropriate certificate is performed by issue of the new certificate electronically with use of the qualified digital signature of the authorized person of NKTsBFR and with release details which are identical to release details in the certificate which exists in paper form and is at the applicant.

In that case the original of the appropriate certificate existing in paper form and being at the applicant is considered cancelled;

3) in the cases provided by this Provision after consideration of the corresponding document package by registering body, execution of the registration certificate of share issue is performed electronically with use of the qualified digital signature of the authorized person of NKTsBFR.

In that case the original of the appropriate certificate existing in paper form and being at the applicant is considered cancelled.

33. The applicant can not include copies of the financial reporting, the audit report (the report on the overview) in document package as a part of which submission to NKTsBFR of such documents according to requirements of this provision is provided if they are published in the form of the electronic documents processed according to requirements of this provision in Ukrainian in visual form which allows to perceive their sense the person; in visual form which allows to perceive their sense the person and to reproduce such documents on paper for unrestricted downloading and copying; in shape, who allows to perceive their content in machine-readable format on the website of the issuer and/or in the database of person performing activities for promulgation of regulated information on behalf of members of the capital markets and professional participants of the organized goods markets and/or on the portal of disclosure of the financial reporting of the website of the center of collection of the financial reporting. In that case the applicant specifies the reference to these documents for possibility of automatic loading of copies of these documents from the Internet which shall contain complete address of the file on which free and direct loading of its copies can be performed by the automation equipment (without the need for advance registration, input of codes, other additional actions on ensuring loading) in the statement, in format of the universal index of the location of Universal Resource Locator (URL address), file name (including expansion of name of the file which shall correspond to its type / format), the exact size of the file and checksum for possibility of automatic control of accuracy of copying of content.

The executive in charge of the relevant structural division of NKTsBFR loads copies of documents electronically to which it is made a reference in the corresponding statement, Universal Resource Locator (URL address) given to registering body in format of the universal index of the location and certifies them the qualified digital signature.

The loaded copies of documents electronically certified by the qualified digital signature of the executive in charge of NKTsBFR are attached to the document package which is earlier sent by the applicant and are its integral part.

34. Submission to NKTsBFR of the charter as a part of document package according to requirements of this provision is performed in the way:

submissions of the copy of the registered charter electronically certified by the digital signature of the applicant based on the qualified certificate of open key or

provisions of information on code of access to results of provision of administrative services in the sphere of state registration which provides access to the copy of the charter of the issuer electronically in the Unified state register.

The executive in charge of the relevant structural division of NKTsBFR loads the copy of the charter electronically placed in the Unified state register through the portal of electronic services or with use of the Single state web portal of electronic services and certifies it the qualified digital signature.

35. When implementing share issue decision making about share issue is performed by general shareholder meeting.

Modification of the decision on share issue in the cases provided by this Provision is performed by the issuer regarding modification of the decision on share issue regarding insignificant parameters of share issue.

The body of the issuer (executive body, the supervisory board) to which powers are conferred if necessary is determined by the decision of general shareholder meeting to make the decision on modification of the decision on share issue regarding insignificant parameters of share issue.

In case of decision making about modification of the decision on share issue regarding insignificant parameters of share issue all documents of rather corresponding changes shall be provided by the issuer to registering body till decision making of NKTsBFR about registration of share issue taking into account the terms determined by Item 15 of this Section.

36. In case of implementation of calculations by results of placement by the principle "delivery of securities against payment" or implementation of share placing in the controlled markets of the capital the report on results of share issue does not require certification in Central Securities Depository. In that case the Central Securities Depository submits to NKTsBFR official channel of communication until the end of the next working day after the end of share placing the reference from the account in securities of the issuer.

II. Share issue under organization of joint-stock companies

1. Procedure for share issue in case of establishment of a joint-stock company

1. In case of establishment of a joint-stock company of its share are subject to placement only among his founders. The public offer of shares of society can be performed after receipt of the registration certificate of the first share issue.

2. The interim certificate (interim certificate) on registration of release (releases) of shares which (which) it is issued (are issued) after registration of share issue to the founder (founders) or authorized face (persons) of the founder (founders) is the basis for assignment to shares of the international identification number (ISIN code) and registration and deposition of the temporary global certificate.

3. Creation of joint-stock company is performed on the following stages:

1) holding meeting of founders on which decisions are made about:

creation of joint-stock company;

about share issue;

coordination of conditions of the foundation agreement (in case of decision making about the conclusion of the foundation agreement);

determination of authorized person (persons) of the founder (founders) (surname, name and middle name (in the presence) - for physical person; the name, identification code, the location and phone numbers - for the legal entity) to which (which) powers are conferred to perform the actions connected with creation of society (in case of need).

In case of foundation of joint-stock company are accepted one person of the decision which shall be accepted by meeting of founders by this person solely;

2) the conclusion of the foundation agreement (in case of adoption by founders of the decision on the conclusion of the foundation agreement);

3) submission to NKTsBFR official channel of communication of the statement and all necessary documents for registration of share issue;

4) registration of NKTsBFR of share issue and issue of the interim certificate on registration of share issue;

5) assignment to shares of international security identification number;

6) the conclusion with Central Securities Depository of the service agreement of issues of securities;

7) registration and deposition of the temporary global certificate in Central Securities Depository;

8) share placing among founders of society;

9) payment by founders of all-in cost of shares, providing the organization of accounting of placement of share issue according to the legislation on depositary system and contracts with Central Securities Depository on servicing of issues of securities;

10) carrying out the constituent assembly of society on which decisions affirm about:

foundation of society;

approval of assessment of property, the property and non-property rights which are brought by founders in payment for shares of society, Ukraine determined according to article 8 of the Law "About joint-stock companies";

approval of results of share issue and report on results of share issue;

approval of the charter of society;

formation of bodies of society;

election of members of the supervisory board, the chairman of collegiate executive body of society (person performing powers of sole executive body of society), members of audit committee (auditor);

election of counting board;

authorization of the representative (representatives) on implementation of further activities by training of society (in case of need);

making of other actions necessary for creation of society.

In case of foundation of joint-stock company are accepted one person of the decision which shall be accepted by the Constituent assembly by this person solely;

11) registration of society in bodies of state registration;

12) representation of NKTsBFR of the report on results of share issue;

13) registration of NKTsBFR of the report on results of share issue;

14) receipt of the certificate (certificates) on registration of release (releases) of shares and the registered report on results of share issue;

15) registration and deposition of the global certificate in Central Securities Depository;

16) issue to founders of society of the documents confirming the property right to shares.

The actions violating the procedure of creation of joint-stock company established by the Law are the basis for acceptance of NKTsBFR of the decision on refusal in registration of the report on results of share issue. In case of adoption of such decision of NKTsBFR takes a legal action with the claim for liquidation of joint-stock company.

4. The foundation agreement in which are determined procedure of joint activities for creation of joint-stock company, quantity, type and the share class which are subject to acquisition by each founder, nominal value and acquisition value of these shares, term and payment method of share value, the duration of the agreement can be signed by founders.

The foundation agreement is not the constituent document of society and is effective before approval date of NKTsBFR of the report on results of share issue.

The foundation agreement is signed in writing. If society is created with participation of physical persons, their signatures on the foundation agreement are subject to notarial assurance.

In case of foundation of society the foundation agreement is not signed by one person.

5. Documents for registration of release (releases) of shares are submitted to NKTsBFR by official channel of communication by the founder (founders) or authorized face (persons) of the founder (founders) of society.

6. Share placing shall be finished in time, provided by the decision about their issue, but no later than within two months from start date of the conclusion of contracts with the first owners.

Total nominal value of placed shares cannot be less, than the minimum size of the authorized capital of society for date of creation (registration) of joint-stock company.

7. Within three months from the date of complete payment of shares by founders the constituent assembly shall approve results of share issue.

8. Reliability of the data provided in documents which are filed to NKTsBFR is provided by persons which signed these documents.

9. Documents for registration of the report on results of share issue are filed to NKTsBFR by society official channel of communication.

Society shall file documents for registration of the report on results of share issue no later than 15 days from the date of state registration of its charter in bodies of state registration.

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