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

of November 14, 2025 No. 09/21/3187/K03

About approval of the Regulations on structure of property of legal entities, the procedure and conditions of receipt of approval of the National commission on securities and the stock market of essential participation in professional participants of the capital markets and the organized goods markets

According to Item of 1 part one of Article 7, of article 30 of the Law of Ukraine "About state regulation of the capital markets and the organized goods markets", Articles 74, 75 Laws of Ukraine "About the capital markets and the organized goods markets", 9, parts five of article 21 of the Law of Ukraine "About financial services and finance companies" the National commission on securities and the stock market SOLVED Articles:

1. Approve Regulations on structure of property of legal entities, the procedure and conditions of receipt of approval of the National commission on securities and the stock market of essential participation in professional participants of the capital markets and the organized goods markets (further – the Provision) which are applied.

2. Determine that provisions of Licensed conditions of implementation of professional activity in the organized goods markets approved by the decision of the National commission on securities and the stock market of May 13, 2021 No. 276, registered in the Ministry of Justice of Ukraine on May 25, 2021 at No. 692/36314 (with changes), Licensed conditions of implementation of professional activity in the capital markets – clearing activities, No. approved by the decision of the National commission on securities and the stock market of August 19, 2021 665, the Licensed conditions of implementation of professional activity registered in the Ministry of Justice of Ukraine on October 26, 2021 at No. 1382/37004, in the capital markets – activities for asset management of institutional investors, No. approved by the decision of the National commission on securities and the stock market of February 03, 2022 92, registered in the Ministry of Justice of Ukraine on April 28, 2022 at No. 465/37801 (with changes), Licensed conditions of implementation of professional activity in the capital markets – depository activity, No. approved by the decision of the National commission on securities and the stock market of February 10, 2022 114, the Licensed conditions of implementation of professional activity registered in the Ministry of Justice of Ukraine on April 15, 2022 at No. 431/37767, in the capital markets – activities for property management for financing of construction objects and/or implementation of real estate transactions, No. approved by the decision of the National commission on securities and the stock market of February 22, 2022 135, registered in the Ministry of Justice of Ukraine on March 10, 2022 at No. 319/37655 (with changes), Licensed conditions of implementation of professional activity on the organization of trade in financial instruments in the controlled market and on the organization of trade in financial instruments on multilateral trading floor, No. approved by the decision of the National commission on securities and the stock market of April 29, 2022 321, the Licensed conditions of implementation of professional activity registered in the Ministry of Justice of Ukraine on June 14, 2022 at No. 638/37974, in the capital markets – activities for administration of non-state pension funds, No. approved by the decision of the National commission on securities and the stock market of August 26, 2022 1122, registered in the Ministry of Justice of Ukraine on October 06, 2022 at No. 1186/38522 (with changes), Licensed conditions of implementation of professional activity in the capital markets – activities for trade in financial instruments, No. approved by the decision of the National commission on securities and the stock market of February 21, 2024 208, registered in the Ministry of Justice of Ukraine on March 11, 2024 at No. 349/41694 (with changes), before their reduction in compliance with the Provision approved by this decision are applied in the part which is not contradicting requirements of the Provision approved by this decision.

3. To professional participants of the capital markets and the organized goods markets to bring the structure of property into accord with requirements of paragraph two of Item 9 of the Section II of Provisions within one year from the date of entry into force of this decision.

4. Declare invalid the decision of the National commission on securities and the stock market of March 13, 2012 No. 394 "About approval of procedure for approval of intention of acquisition or increase by person in essential participation in the professional participant of the stock market", registered in the Ministry of Justice of Ukraine on April 26, 2012 at No. 635/20948 (with changes).

5. 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.

6. 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.

7. To legal support department and internal комплаенс control after state registration of the decision by the Ministry of Justice of Ukraine to provide publication of this decision on the official website of the National commission on securities and the stock market.

8. This decision becomes effective since February 1, 2026.

9. Chapter 1 of the Section III of Provisions loses force from the date of entry into force of the decision of the National commission on securities and the stock market of February 23, 2024 No. 224 "About approval of the Regulations on form and content of structure of property", registered in the Ministry of Justice of Ukraine on March 12, 2024 at No. 365/41710 (with changes).

10. Control over the implementation of this decision to assign to members of the National commission on securities and the stock market according to distribution of obligations.

Approved by the Decision of the National commission on securities of the stock market of Ukraine of November 14, 2025 No. 09/21/3187/K03

Regulations on structure of property of legal entities, procedure and conditions of receipt of approval of the National commission on securities and stock market of essential participation in professional participants of the capital markets and organized goods markets

I. General provisions

1. This Provision establishes requirements to structure of property and its disclosure, and also to goodwill:

the legal entities who submitted documents for receipt of the license for implementation of certain type of professional activity in the capital markets and the organized goods markets (further – the license), or having such license;

the legal entities and physical persons having essential participation in the professional participant of the capital markets and the organized goods markets (further – the professional participant), or intend to acquire or increase such essential participation in it.

2. This Provision determines the procedure and conditions of obtaining by legal entity or physical person of approval of the National commission on securities and the stock market:

1) intentions of acquisition or increase in essential participation on the basis of formal ownership by transactions as a result of which person independently or together with other persons directly and/or will own indirectly 10, 25, 50, 75 and more percent of the authorized capital of the professional participant or voting power of shares (shares) in the authorized capital of the professional participant, and/or acquisition of essential participation irrespective of formal ownership;

2) the acquired essential participation on the basis of formal ownership and/or essential participation irrespective of formal ownership in the cases provided by Items 9 and 46 of this provision;

3) acquired or increased without intention of essential participation on the basis of formal ownership and/or essential participation irrespective of formal ownership in cases, stipulated in Item the 36th this provision.

3. In this Provision terms are used in the following values:

1) the owner of essential participation – the legal entity (including foreign) or physical person (including physical person foreigner or the stateless person) or group of persons which, (which) acquired essential participation in the person under surveillance person;

2) group of companies in relation to certain legal entity (group of companies) - group of legal entities which part is the certain legal entity consisting of mother company, its subsidiary companies, other legal entities in whom the mother company or its subsidiary companies have participation, or group of the legal entities having the general controller;

3) group of persons – two or more legal entities and/or physical persons which intend to acquire jointly or acquired essential participation in the professional participant or to increase (increased) it in such a way that such persons will own directly or indirectly or own 10, 25, 50, 75 and more percent of the authorized capital of the professional participant or voting power on shares (shares) in the authorized capital of the professional participant in the specified sizes and/or which intend to acquire irrespective of formal ownership the right jointly to exert or exert considerable impact on management or activities of the professional participant;

4) the applicant - the legal entity (including foreign) or physical person (including the physical person – the foreigner or the stateless person) or group of persons which submitted to NKTsBFR the application, documents and information for receipt of administrative service NKTsBFR in approval of essential participation in the professional participant, intention of its acquisition or increase;

5) considerable influence on management or activities of the legal entity - the direct and/or mediated ownership of one person independently or together with other persons voting shares, share in authorized (compound, equity) the capital or voting power according to shares, share in authorized (compound, equity) the capital of the legal entity in the amount of 10 to 50 percent and/or possibility of implementation of equivalent influence, independent of formal ownership, on management or activities of the legal entity;

6) essential participation on the basis of formal ownership - the direct and/or mediated ownership of one person independently or together with other persons 10 and more percent of the authorized capital of the professional participant;

7) essential participation irrespective of formal ownership - whether possibility of considerable or decisive influence on management or activities of the professional participant irrespective of is in ownership of person directly or indirectly share (share) in the authorized capital of such professional participant;

8) the head of the legal entity - person performing function of sole executive body or the chairman of collegiate executive body, or the member of council of directors-chief executive officers of the legal entity;

9) the key participant in structure of property of the legal entity – further – the key participant) - any physical person owning share (shares) in the authorized capital of the legal entity and at the same time:

if the legal entity has more than 20 participants - physical persons, then 20 participating physical persons whose shares are the largest, but at least 2 percent are considered as key members of the legal entity;

if identical by the size of share (block of shares) in the authorized capital of the legal entity belong to more than 20 participants – physical persons, then all physical persons owning shares (shares) in the amount of 2 and more percent in the authorized capital of such legal entity are considered as key members of the legal entity or

the legal entity owning share (shares) in the amount of 2 and more percent in the authorized capital of the legal entity.

It is considered that the public company has no key participants;

10) chain of ownership of shares (shares) of the legal entity - the list of persons having participation in the legal entity which includes persons of the first and each subsequent level of proficiency of shares (shares) of the legal entity;

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