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

of June 29, 2026 No. 09/21/4691/K03

About approval of the Regulations on procedure for bond emission of internal local loans and their address

According to Article part three 2, Items 1, 73, 74 parts one of article 7 of the Law of Ukraine "About state regulation of the capital markets and the organized goods markets", Articles 15, 91-106 Laws of Ukraine "About the capital markets and the organized goods markets", the Law of Ukraine "About ministerial procedure" the National commission on securities and the stock market

SOLVED:

1. Approve Regulations on procedure for bond emission of internal local loans and their turnover which are applied.

2. Declare invalid the decision of the National commission on securities and the stock market of June 14, 2018 No. 391 "About approval of the Regulations on procedure for bond emission of internal local loans and their address", registered in the Ministry of Justice of Ukraine on July 11, 2018 at No. 808/32260.

3. To provide to department of methodology submission of this decision on state registration in the Ministry of Justice of Ukraine.

4. 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.

5. To department of legal development 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.

6. This decision becomes effective in one month from the date of its official publication on the official website of the National commission on securities and the stock market.

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

Approved by the Decision of the National commission on securities and the stock market of June 29, 2026 No. 09/21/4691/K03

Regulations on procedure for bond emission of internal local loans and their address

I. General provisions

1. Determination of terms and other general provisions

1. This Provision establishes procedure of issue, the circulation of bonds of internal local loans (further – bonds); registration by the National commission on securities and the stock market (further – NKPTsFR) bond issue; registration of bond issue and approval of the prospectus of bonds (further - the prospectus); registration of bond issue and approval of final conditions of public offer (further - final conditions); approvals of the basic prospectus of bonds (further – the basic prospectus); approvals of changes and/or amendments to the prospectus of bonds / basic prospectus / final conditions; approval of changes to the decision on bond emission; registration of the report on results of bond emission; registration of debt restructuring on bonds; representations in NKTsBFR of the report on results of repayment (early repayment); cancellations of registration of bond issue, the cancellation redeemed by bond issuing institution; stops/renewals of the circulation of bonds.

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

the basic prospectus - the document containing information on the issuer, conditions of bond issue of the issuer and providing registration by the issuer of final conditions for bond emission implementation. Bazovy Prospekt together with final conditions constitutes the prospectus of bonds of the corresponding issue;

the corresponding year - year in which borrowing in the form of bond emission is performed;

bondholders - physical persons and legal entities, residents and nonresidents who acquired the property rights to bonds according to the legislation;

early repayment of bonds – set of actions of the issuer and the bondholders performed in the procedure established by this Provision based on the decision on early repayment made by the issuer and connected with accomplishment by the issuer of obligations on bonds by payment to bondholders of nominal value of bonds and the income for such bonds (if it is provided by the decision on bond emission and/or the prospectus / the basic prospectus / final conditions), before repayment periods of the bonds provided by the decision on bond emission and/or the prospectus / the basic prospectus / final conditions and bond issue registration cancellation;

bond issuing institution (further – the issuer) – the Supreme Council of the Autonomous Republic of Crimea, regional, city, settlement, rural councils (further - the relevant Council) which on its own behalf places bonds and undertakes the obligations following from conditions of placement of these bonds to bondholders;

essential conditions of bond issue of local loans - the total amount of release at par value; the number of bonds in release; nominal value of one bond; currency of nominal value of bonds in release (further - release currency); size and payment due date of the income; repayment period of bonds;

name - name (in understanding of the Civil code of Ukraine) or complete name of physical person of the nonresident according to the document certifying such person;

the issuer's head - the chairman of the relevant Council or the authorized person of the issuer;

final conditions - the document which is processed by the issuer according to requirements of the basic prospectus and supplements the basic prospectus with conditions which determination is required by the basic prospectus for implementation of the corresponding bond emission;

the prospectus - the document containing information on the issuer, conditions of issue and placement of bonds, and also other data provided by the Law of Ukraine "About the capital markets and the organized goods markets". The prospectus can consist of the basic prospectus and final conditions;

the public offer of bonds (further - public offer) is the offer (offer) turned to the uncertain group of people, on bonds acquisition at the price and on the conditions determined by such offer which is performed taking into account the requirements established by the Law of Ukraine "About the capital markets and the organized goods markets" and this Provision;

registration action - actions of NKTsBFR for bond issue registration; registration of bond issue and approval of the prospectus / final conditions; approvals of the basic prospectus; approvals of changes and/or amendments to the prospectus / basic prospectus / final conditions; approvals of changes to the decision on bond emission; Registration of debt restructuring on bonds, registration of the report on results of bond emission; bond issue registration cancellations; stops/renewals of the circulation of bonds;

debt restructuring on bonds (further – debt restructuring) – change by the relevant Council of method and procedure for accomplishment of obligations for bonds in case of impossibility of timely implementation by the issuer of payment of the income and/or bond redemption, in the amount of and in time, established by the decision on bond emission and/or the prospectus / the basic prospectus / final conditions;

text format - files in the Portable Document Format/A format (format of the PDF 1.4 ISO 19005-1 specification: 2005) - PDF/A, Rich Text Format-rtf, Excel (.xlsx), Word (.doc), (.docx).

The terms "the administrator on bond issue", "default" "charges of bondholders", "international security identification number (ISIN code)", "the international identification code of the legal entity (LEI code)", "the bond of local loan", "offerer", "the first owner", "bond redemption", "the decision on bond emission", "placement of bonds", "circulation period of issued securities", "skilled investors" are accepted according to the Law of Ukraine "About the capital markets and the organized goods markets"; the terms "global certificate", "temporary global certificate" – in the value given in the Law of Ukraine "About depositary system of Ukraine"; the term "borrowing" – according to the Procedure of local borrowings approved by the resolution of the Cabinet of Ministers of Ukraine of February 16, 2011 No. 110.

3. The issuer submits the application and other documents for bond issue registration to NKTsBFR; registration of bond issue and approval of the prospectus; registration of bond issue and approval of final conditions; approvals of the basic prospectus, approval of changes and/or amendments to the prospectus of bonds / the basic prospectus / final conditions in case of changes of essential conditions of bond issue; approvals of changes to the decision on bond emission in case of changes of essential conditions of bond issue; registration of debt restructuring on condition of receipt of approval by the Ministry of Finance of Ukraine of amount and conditions of implementation of borrowing in the form of bond emission for the corresponding year.

4. Decisions of the relevant Council on implementation of borrowing in the form of bond emission (further – decisions on borrowing) are made according to the legislation.

5. The total volume of borrowings in the local budget by bond emission of local loans cannot exceed the amount of borrowings approved by the Ministry of Finance of Ukraine in the form of bond emission for the corresponding year.

6. The authorized body of the issuer makes the separate decision on bond emission concerning each bond issue.

7. Placement of bonds is performed by the issuer by the conclusion of contracts with the first owners according to the decision on bond emission and/or the prospectus / the basic prospectus / final conditions.

Placement of bonds shall be complete by the end of the corresponding year.

8. Bonds can exist exclusively electronically.

9. Bonds depending on payment method of the income can be percentage or discount.

Interest bearing bonds are bonds on which payment of interest incomes is supposed or on which the interest rate is equal to zero.

The interest rate for interest bearing bonds can be fixed or floating. Interest rate I cannot be negative.

In the decision on bond emission and/or in the prospectus / the basic prospectus / final conditions the specific size of interest rate is determined if it is fixed from start date of placement before repayment.

If the interest rate is floating, in the decision on bond emission and/or in the prospectus / the basic prospectus / final conditions the minimum and maximum size of such interest rate, and also procedure (method, formula) for calculation or other method of determination (establishment) of interest rate for each percentage period or several percentage periods, method of informing bondholders by the issuer on change of parameters of floating interest rate shall be determined. If powers to determine interest rate in accordance with the terms of issue are conferred to authorized body of the issuer, this body shall be specified in the decision on bond emission and/or the prospectus / the basic prospectus / final conditions.

Placement of interest bearing bonds is performed at the price which cannot be lower than their nominal value.

The issuer of interest bearing bonds shall pay interest income on bonds in the amount of and in time, established by the decision on bond emission and/or the prospectus / the basic prospectus / final conditions. Interest income on bonds which nominal value is determined in foreign currency is paid in foreign currency in which nominal value of these bonds is expressed, taking into account the legislation on currency control or in national currency according to the procedure, established by the decision on bond emission and/or the prospectus / the basic prospectus / final conditions.

Discount bonds are the bonds placed at the price is lower than their nominal value. The difference between purchase price and nominal value of the bond which is paid to the bondholder in case of its repayment constitutes the income (discount) on the bond.

Interest income according to discount bonds is not charged and not paid.

Repayment and payment of the income for bonds is performed by the issuer only through depositary system of Ukraine.

10. Bonds on method of their repayment belong to regular.

11. Bonds depending on the purpose of use of the raised funds belong to ordinary.

12. In the cases provided by this Provision, giving in NKTsBFR of the statement and other documents for registration of the report on results of bond emission, forming of such documents is performed by the issuer taking into account the following features:

in case of ensuring implementation of cash calculations with person performing clearing activities by results of placement of bonds with observance when calculating the principle "delivery of securities against payment", Central Securities Depository provides to the issuer upon termination of placement of bonds based on its order according to the procedure, determined by internal documents of the Central depositary, the reference from the account in securities of the issuer. The issuer adds the received reference from the account in securities of the issuer to the statement and other documents filed to NKTsBFR for registration of the report on results of bond emission. In that case the report on results of bond emission does not require assurance of Central Securities Depository;

in case of implementation of calculations for results of placement of bonds without respect for the principle "delivery of securities against payment", Central Securities Depository certifies to the issuer the report on results of bond emission regarding the number of the bonds considered on accounts of owners for date of assurance of the report.

13. The sequence of the actions of the issuer directed to registration of bond issue in NKTsBFR, their placement among investors in securities are performed according to the procedure, established by this Provision.

Placement of bonds is performed by the issuer independently or through the investment firm performing underwriting and/or activities for placement with provision of a guarantee or activities for placement without provision of a guarantee.

14. Agreements are signed with the first owners from the start date of placement of bonds determined by the decision on bond emission and/or the prospectus / the basic prospectus / final conditions.

15. Placement of bonds is performed among in advance determined group of people, the number of unskilled investors among which cannot equal or exceed 150 people, except case of implementation of public offer by the issuer in the course of bond emission.

16. The issuer can perform bond emission with public offer taking into account the following features:

1) adoption by the relevant Council of the decision on bond emission with public offer by execution of the single document – the prospectus on total nominal value of bonds in the amount which is not exceeding the amount of borrowings approved by the Ministry of Finance of Ukraine in the form of bond emission for the corresponding year.

In case of such approach bond issue is registered in NKTsBFR once, and the relevant Council has opportunity to receive in the local budget one-timely all amount of means from placement of bonds within the corresponding year;

2) adoption by the relevant Council of the decision on bond emission with public offer by execution of the prospectus which consists of the basic prospectus and final conditions.

Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info