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

of October 31, 2024 No. 09/21/1353/K03

About approval of Requirements to the agreement on introduction of not issued securities in system of depositary accounting

According to Item of 1 part one of article 7 of the Law of Ukraine "About state regulation of the capital markets and the organized goods markets", the Law of Ukraine "About depositary system of Ukraine", the Law of Ukraine "About the capital markets and the organized goods markets", the Law of Ukraine "About agrarian notes", the National commission on securities and the stock market RESHILA:

1. Approve Requirements to the agreement on introduction of not issued securities to the enclosed system of depositary accounting.

2. To provide to department of methodology of regulation of professional participants of the security market submission of this decision on state registration in the Ministry of Justice of Ukraine.

3. To provide to management of administrative activities promulgation of this decision on the official website of the National commission on securities and the stock market.

4. This decision becomes effective since January 1, 2025.

5. Control over the implementation of this decision to assign to the member of the National commission on securities and the stock market Baramiya I.

Approved by the Decision of the National commission on securities and share the market of October 31, 2024 No. 09/21/1353/K03

Requirements to the agreement on introduction of not issued securities in system of depositary accounting

I. General provisions

1. These Requirements extend to person who intends to issue not issued security, to person who issued not issued security, or made transfer of such securities in electronic form of existence and moved on accounting to system of depositary accounting of securities, and Central Securities Depository (further - the Central depositary) in case of the conclusion of the Agreement on introduction of not issued securities in system of depositary accounting, servicing of the corresponding security, the rights to it, the rights and obligations on it (further - the Agreement), modification of it.

2. The agreement is signed between person who intends to issue not issued security, or issued not issued security, or made transfer of such securities in electronic form of existence and their movement of accounting to system of depositary accounting of securities, (further - Person), and the Central depositary according to which the Central depositary opens for person the account in securities and performs carrying out depository operations according to the legislation. On such account in securities according to the procedure established by the legislation and internal documents of the Central depositary not issued securities issued by Person, introduced into system of depositary accounting, or transferred to electronic form of existence, and restriction of the rights to them are considered.

3. The agreement shall be signed exclusively in writing, be stated in the form of the single document signed by the parties in paper form or in the form of the electronic document according to the legislation on electronic documents and electronic document management.

The Agreement fastening can be determined by seals (in case of their use) by the written arrangement of the parties.

With the consent of the Person Agreement it can be signed by joining of person, to the Agreement offered by the Central depositary in general according to the Civil code of Ukraine and the Economic code of Ukraine taking into account the requirements established by part five of article 9 of the Law of Ukraine "About financial services and finance companies". If the conclusion of the Agreement happens by joining of person to the Agreement offered by the Central depositary, the text of such Agreement and change in it shall be promulgated on the website of the Central depositary. In case of the conclusion of the Agreement by accession the Central depositary shall provide informing Person on all conditions of such Agreement, on procedure for cancellation of the Agreement, and also on all changes in it. In case of the conclusion of the Agreement the Central depositary has no right to limit the right of Person to the conclusion of the Contract with the Central depositary in the form of the single document determined by this Item.

The central depositary has no right to refuse to Person the conclusion of the Agreement in case of the appeal of Person to the central depositary and provision of documents, stipulated by the legislation and internal documents of the Central depositary for the conclusion of the Agreement and provision of services, except cases if the conclusion of transactions with Person is forbidden according to the legislation.

4. The questions arising in case of the conclusion, execution, change, agreement cancelation and which are not settled by it are regulated by the Civil code of Ukraine, the Economic code of Ukraine, the Law of Ukraine "About depositary system of Ukraine" these Requirements and other regulatory legal acts of the National commission on securities and the stock market.

5. It is forbidden to include in the Agreement of provision, providing:

collection from the Face of separate payment for work and services which are not independent and are intended for ensuring proper service quality, liquidation of the technical damages or accidents which arose not because of Person;

obtaining and/or payment by Person of services, not stipulated by the legislation and/or which it did not order;

provision by Person of data not stipulated by the legislation Ukraine and internal documents of the Central depositary for the conclusion of the Agreement and provision of services;

complication of procedure for presentation of claims and claims from Person;

conditions which put agreement parties in unequal position limit or worsen the rights of one of the parties in comparison with determined by the legislation and these Requirements;

other provisions contradicting the legislation.

6. The terms of the contract limiting the rights of Person in comparison with the rights established by the law are insignificant.

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