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LAW OF UKRAINE

of September 17, 2008 No. 514-VI

About joint-stock companies

(as amended on 13-05-2020)

Section I. General provisions

Article 1. Scope of the Law

1. This Law determines procedure for creation, activities, termination, allocation of joint-stock companies, their legal status, the rights and obligations of shareholders.

2. Activities of the state joint-stock companies and state-owned holding companies which single founder and the shareholder is the state on behalf of authorized state bodies are regulated by this Law, taking into account the features provided by special laws.

Activities of the State-owned managing holding company, the state-owned holding companies and state joint-stock companies which single founder and the shareholder is the state on behalf of authorized state bodies are regulated by this Law taking into account the features provided by special laws.

3. Features of creation of joint-stock companies in the course of privatization and corporatisation, their legal status and activities during the period before accomplishment of the plan of privatization (share placing) are determined by the legislation on privatization and corporatisation.

Management of joint-stock companies in which authorized capital there are corporate laws of the state or territorial community is performed taking into account the features determined by the law.

4. Creation, the termination of joint-stock company, obtaining in property or in management of shares and acquisition of right otherwise of the control right over society is performed with compliance with law about protection of the economic competition.

5. Operation of this Law does not extend to joint-stock companies which are created, are effective and terminated according to the legislation on institutes of joint investment.

6. Features of legal status, creation, activities, the termination, allocation of joint-stock companies, including insolvent bank, the transitional bank created by Fund of guaranteeing the household deposits performing activities in the markets of financial services are determined by the laws which regulate procedure for provision of financial services, implementation of banking activity, activities of system of guaranteeing household deposits and removal of banks from the market. In case of contradiction of regulations of this Law to regulations of the laws regulating procedure for provision of financial services, implementation of banking activity, activities of system of guaranteeing household deposits and removal of banks from the market, regulations of the laws, regulating procedure for provision of financial services, implementation of banking activity, activities of system of guaranteeing household deposits and removal of banks from the market have advantage.

Article 2. Determination of terms

1. In this Law the following terms are used in such value:

1) affiliated one concerning other person (further - affiliates):

legal entities, provided that one of them exercises control over another or both are under control of the third party;

members of the family of physical person - the husband (wife), and also parents (adoptive parents), guardians (custodians), brothers, sisters, children and their husbands (wives);

the physical person and members of his family, and the legal entity, if this physical person and/or members of his family exercise control over the legal entity;

2) share repurchase - acquisition by joint-stock company for a fee the shares placed by it;

3) the voting share - any common or preferred share granting to the owner the right to vote at general shareholder meeting (further - general meeting), except the share, on which the law or in the procedure established by the legislation the prohibition of use of such voting power is established;

3-1) dominating controlling stock - packet in the amount of 95 and more percent of common shares of joint-stock company;

3-2) considerable controlling stock - packet in the amount of 75 and more percent of common shares of public joint stock company;

4) the considerable transaction - the transaction (except the transaction on placement of own shares by society) made by joint-stock company if the market value of property (works, services) which is its subject makes 10 and more percent of asset cost of society, according to the last annual financial reporting;

5) the considerable block of shares - packet from 5 and more percent of common shares of joint-stock company;

6) controlling stock - packet in the amount of 50 and more percent of common shares of joint-stock company;

7) it is excluded;

8) corporate laws - set of property and non-property shareholder rights - the shareholder of society, following from the property right to shares which include the participation right in management of joint-stock company, receipt of dividends and assets of joint-stock company in case of its liquidation according to the law, and also other rights and competences provided by the law or statutory documents;

9) cumulative vote - vote during election of person in structure of bodies of society when the total quantity of voices of the shareholder is multiplied by the number of members of body of joint-stock company who are elected, and the shareholder has the right to give all votes counted thus for one candidate or to distribute them between several candidates;

10) salvage value of preferred share of certain class - the amount of means which will belong to the owner of such share in case of liquidation of joint-stock company;

10-1) independent member of the supervisory board (further - the independent director) - the physical person who is elected the member of the supervisory board of society also conform to requirements, the stipulated in Clause 53-1 this Law;

11) obligatory share repurchase - obligatory acquisition for a fee and upon the demand of the shareholder of the shares placed by society;

11-1) mediated acquisition of property right - acquisition of property right which comes if person independently or together with other persons, in particular, exercises control of the direct shareholder of joint-stock company and/or exercises control of group of direct shareholders of joint-stock company and/or exercises control of person exercising control of persons stated above and/or acquires voting power the considerable block of shares of joint-stock company at general meeting of shareholders of joint-stock company at the request of shareholders of joint-stock company and/or have possibility of decisive influence, independent of formal ownership, on management or activities of joint-stock company or any legal entity stated above, and/or exercises control of group of persons which exercises control of persons stated above;

12) persons who act jointly - physical persons and/or legal entities which act on the basis of the contracts between them and approve the actions for achievement of common goal;

13) it is excluded;

14) the notification to shareholders - the notification containing information provided by the law and charter of joint-stock company also goes to the addressee in writing by method by mail, through depositary system of Ukraine or is handed to the shareholder (his authorized representatives) personally. The specific method of the notification is determined by the supervisory board of society;

14-1) message to shareholders through depositary system of Ukraine - the message which provision is provided to shareholders of society with professional participants of depositary system of Ukraine according to the procedure, established by the National commission on securities and the stock market;

15) officials of bodies of joint-stock company are physical persons - the chairman and members of the supervisory board, executive body, audit committee, the auditor of joint-stock company, and also the chairman and members of other body of society if formation of such body is provided by the charter of society;

15-1) threshold values of packet of the share - 5, 10, 15, 20, 25, 30, 50, 75, 95 percent of voting shares of public joint stock company;

15-2) public joint stock company - joint-stock company according to which shares the public offer is performed and/or shares of which are admitted to trading on the stock exchange regarding inclusion in the exchange register;

16) pro rata share repurchase - acquisition by joint-stock company of the shares placed by it is pro rata to the number of shares of the certain type and/or class offered by each shareholder to sale;

17) simple majority of votes - more than 50 percent of votes of shareholders who participated in general meeting;

18) the placed securities - the securities of joint-stock company alienated by it for benefit of other persons according to the procedure, established by the legislation;

19) the authorized capital - the capital of society which is formed of the amount of nominal cost of all placed shares of society;

20) members of executive body - officials - members of collegiate executive body. The status of the member of executive body has also person who performs powers of sole executive body of society.

2. The term "control" in this Law is used in the value given in the Law of Ukraine "About protection of the economic competition".

The term "chain of ownership of corporate laws of the legal entity" in this Law is used in the value given in the Law of Ukraine "About banks and banking activity".

The terms "person performing managerial functions" and "prospectus of securities" in this Law are used in the values given in the Law of Ukraine "About securities and the stock market".

Article 3. Legal status of joint-stock company

1. Joint-stock company - economic society which authorized capital is divided into certain quantity of parts of identical nominal cost by which corporate laws make sure shares.

2. The joint-stock company does not answer for obligations shareholders. Any sanctions limiting them cannot be applied to society and its bodies it is right, in case of making by shareholders of illegal actions, except the cases determined by the law.

Shareholders do not answer for obligations society and bear risk of the losses connected with activities of society only within the stocks owned by them. Any sanctions limiting them cannot be applied to shareholders it is right, in case of making of illegal actions by society or other shareholders.

Shareholders who not completely paid shares in the cases determined by the charter of society answer for obligations society in borders of unpaid part of cost of the stocks owned by them.

3. The joint-stock company can be created by the basis or merge, separation, allocation or transformation entrepreneurial (entrepreneurial) societies, state (state), municipal (municipal) and other companies in joint-stock company.

Society is created without restriction of term of activities if another is not established by its charter.

Society is considered created and acquires the rights of the legal entity from the date of its state registration in the procedure established by the legislation.

4. 4. Full name of joint-stock company in Ukrainian shall contain its form of business (joint-stock company). The type of joint-stock company is not obligatory component of the name of joint-stock company.

The joint-stock company independently determines need to specify its type, the stipulated in Article 5 these Laws in the name.

Society can have the abbreviated name in Ukrainian, the full and abbreviated name in foreign language (languages).

"Joint-stock company" and derivatives from it in the name only legal entities who registered in accordance with the established procedure release of own shares and which function according to this Law taking into account the features determined by the laws and legal entities - the corporate investment funds created and functioning according to the legislation regulating activities in the sphere of joint investment can use the phrase.

Article 4. Shareholders of society

1. Shareholders of society physical persons and legal entities, and also the state on behalf of body are recognized, authorized to manage state-owned property, or territorial bulk on behalf of body, authorized to manage municipal property who are shareholders of society.

The joint-stock company cannot have the single participant other entrepreneurial society which member is one person. The joint-stock company cannot incorporate only shareholders - legal entities whose single member is the same person.

2. Any obligations of shareholders which contradict the law cannot be determined by the charter or other documents of society.

Article 5. Types of joint-stock companies

1. Joint-stock companies on type are divided into public joint stock companies and private joint-stock companies.

The paragraph two is excluded.

The type of joint-stock company is specified in charter of joint-stock company.

2. The public offer of own shares can perform only public joint stock company.

If the private joint-stock company intends to perform public offer of own shares, general meeting of such society together with decision making shall make the decision on change like society on carrying out public offer of the shares with private on public.

Change like society with private on public or with public on private is not its transformation.

Article 6. Joint-stock company with one shareholder

1. The joint-stock company can be created by one person or can consist of one person in case of acquisition by one shareholder of all shares of society. Data on it are subject to registration and publication for general permission according to the procedure, established by the National commission on securities and the stock market.

Article 7. Procedure for alienation of shares of joint-stock company

1. Shareholders of public joint stock company can alienate the stocks owned by them without the consent of other shareholders of society.

2. The shareholder preemptive right of private joint-stock company on share acquisition of this society, offered by their owner to alienation to the third party, can be provided by charter of joint-stock company if as of acceptance date of such decision the number of shareholders does not exceed 100 people. If the charter of private joint-stock company provides the prevailing right of its shareholders to share purchase offered by their owner to sale to the third party, such prevailing right is exercised according to parts three - the sixth this Article. The procedure for realization of the prevailing shareholder right on share acquisition of private joint-stock company which are offered by their owner to alienation (except sale) to the third party, is established by the charter of such society.

3. Shareholders of private joint-stock company have the privilege to share acquisition which are on sale other shareholders of this society, at the price and on terms offered by the shareholder to the third party, in proportion to the number of the shares belonging to each of them. The shareholder preemptive right on share acquisition which are on sale other shareholders of this society is valid within two months from day of obtaining by society of the message of the shareholder on intention to sell shares if shorter term is not provided by the charter of society.

The paragraph two is excluded.

The paragraph third is excluded.

The privilege term provided by the charter of society cannot be less than 20 days from day of receipt of the corresponding message by society. The term of the privilege stops if before its expiration from all shareholders of society written applications about use or about refusal of use of the privilege to share purchase are received.

4. The shareholder of private joint-stock company who intends to sell the shares to the third party shall report in writing about it to other shareholders of society with indication of the price and other sales terms of shares. The message to shareholders of society is performed through society. After receipt of the written message from the shareholder who intends to sell the shares to the third party society shall send within two working days to the copy of the message to all other shareholders of society. If another is not provided by the charter of society, the message to shareholders of society is performed for the shareholder account which intends to sell the shares.

If shareholders of private joint-stock company do not use the prevailing right to acquisition of all shares which are offered for sale, during the term established by this Law or charter of joint-stock company, shares can be sold to the third party at the price and on conditions which are brought to permission of shareholders of society.

5. In case of violation of the prevailing right to share acquisition noted in this Article any shareholder of society has the right within three months from the date of when he learned or shall learn about such violation, require judicially the translation of the rights to it and obligations of the share purchaser.

6. The concession of the specified privilege to other persons is not allowed.

7. The specified shareholder preemptive right of private society does not extend to cases of transition of the property right to securities of this society as a result of their inheritance or successorship.

8. In case of the right of the address of collection to shares of private joint-stock company in connection with their guarantee of alienation of such shares it is performed with observance of the prevailing shareholder right on acquisition of these shares.

9. The prevailing right of joint-stock company to share acquisition of own issue which are offered by their founder to alienation to the third parties is not allowed.

Article 8. Determination of market value of property

1. Market value of property in case of its assessment according to this Law, other acts of the legislation or charter of joint-stock company is determined on bases of the independent assessment which is carried out according to the legislation on assessment of property, property rights and professional estimative activity.

The decision on involvement of the subject of estimative activities - the subject of housekeeping is accepted by the supervisory board of society (in the course of creation of society - meeting of founders or the founder personally in case of creation of joint-stock company by one person).

2. Market value of issued securities is determined:

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

2) for the issued securities which are in circulation on the stock exchanges - as the average stock exchange rate of such securities on the relevant stock exchange calculated by such stock exchange for the last three months of their address, preceding day as of which market value of such securities is determined.

If securities address on two and more stock exchanges and their average stock exchange rate for the last three months of the address preceding day as of which market value of such securities is determined at the different exchanges 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 on the stock exchanges 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 Item of the second of this Article is determined - as the cost of securities as of this date determined according to the legislation on assessment of property, property rights and professional estimative activity.

3. The supervisory board or general shareholder meeting if formation of the supervisory board is not provided by charter of joint-stock company (in the course of creation of society - the constituent assembly), approves the market value of property (inclusive with securities) determined according to parts one and the second this Article. The approved property value cannot differ more than for 10 percent from the cost determined by the appraiser. If the approved market value of property differs from the property value determined according to the legislation on assessment of property, property rights, and professional estimative activity the supervisory board or general shareholder meeting if formation of the supervisory board is not provided by charter of joint-stock company (in the course of creation of society - the constituent assembly), shall motivate the decision.

Requirements of this Article are applied in case of determination of share market value for the purposes of Articles 65 - 65-3 these Laws taking into account the features established by these Articles.

Section II. Foundation of joint-stock company

Article 9. Creation of joint-stock company

1. Founders of joint-stock company are recognized the state on behalf of body, authorized to manage state-owned property, territorial bulk on behalf of body, authorized to manage municipal property, and also the physical persons and/or legal entities which made the decision on its basis.

2. Can be founders of joint-stock company one, two or more persons.

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

For creation of joint-stock company founders shall carry out the closed (private) placement of its shares, the constituent assembly and perform state registration of joint-stock company.

The promotional agreement is not the constituent document of society and is effective before registration date with the National commission on securities and the stock market of the report on results of the closed (private) share placing.

The promotional agreement is signed in writing. If society is created with the assistance of physical persons, their signatures on the promotional agreement are subject to the notarial attestation.

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

4. In case of foundation of joint-stock company of its share are subject to placement only among its founders by private placement. Public placement of shares of society can be performed after receipt of the registration certificate of the first share issue.

Features of creation of joint-stock company by merge, separation, allocation or transformation entrepreneurial (entrepreneurial) societies, state (state) and municipal (municipal) companies in joint-stock company are determined by the National commission on securities and the stock market, and with the assistance of the state and (or) municipal companies - the National commission on securities and the stock market in coordination with Fund of state-owned property of Ukraine.

5. Creation of joint-stock company is performed on such stages:

1) adoption by meeting of founders of the decision on creation of joint-stock company and about the closed (private) share placing;

2) filing of application and all necessary documents for registration of share issue in the National commission on securities and the stock market;

3) registration by the National commission on securities and stock market of share issue and issue of the interim certificate on registration of share issue;

4) assignment to shares of international security identification number;

5) the conclusion with Central Securities Depository of the service agreement of share issue;

6) the closed (private) share placing among founders of society;

7) payment by founders of all-in cost of shares;

8) approval by the constituent assembly of society of results of the closed (private) share placing among founders of society, approval of the charter of society, and also adoption of other decisions provided by the law;

9) registration of society in bodies of state registration;

10) provision by the National commission on securities and the stock market of the report on results of the closed (private) share placing;

11) registration by the National commission on securities and the stock market of the report on results of the closed (private) share placing;

12) receipt of the registration certificate of share issue;

13) 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 this Law are the basis for acceptance by the National commission on securities and the stock market of the decision on refusal in registration of the report on results of the closed (private) share placing. In case of adoption of such decision by the National commission on securities and the stock market takes a legal action with the claim for liquidation of joint-stock company.

6. 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 and are drawn up by the decision on intention to found society. If the single founder of society is the physical person, its signature on the decision on intention to found society is subject to the notarial attestation.

Article 10. Constituent assembly of joint-stock company

1. The constituent assembly of joint-stock company shall be held within three months from the date of complete payment of shares by founders.

Number of votes of the founder at the constituent assembly of joint-stock company is determined by the number of shares of society which are subject to acquisition by this founder.

2. At the constituent assembly of joint-stock company issues are resolved about:

1) foundation of society;

2) approval of assessment of property which is brought by founders in payment for shares of society;

3) approval of the charter of society;

4) formation of bodies of society;

5) powers of the representative (representatives) on implementation of further activities concerning formation of society;

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

7) approval of results of share placing;

8) election of counting board;

9) making of other actions necessary for creation of society.

3. Decisions on the questions specified in Items 1-3 of part two of this Article are considered accepted if all founders of joint-stock company voted for them. Decisions on other questions are made by a simple majority vote founders if another is not provided by the promotional agreement.

4. In case of foundation of joint-stock company one person of the decision, specified in part two of this Article, are accepted by this person solely and are drawn up by the decision on foundation of society. If single founder of society is the physical person, its signature on the decision on the basis is subject to the notarial attestation.

The non-confirmation the constituent assembly of charter of joint-stock company is considered refusal of founders of creation of this society and is the basis for return to founders of the contributions made by them in payment for shares. Return of fees is performed within 20 working days from date of the constituent assembly at which the decision on approval of charter of joint-stock company was not made.

Article 11. Share value payment by founders of joint-stock company

1. Share value payment which are placed during establishment of a joint-stock company can be performed by money, securities (except debt issued securities which issuer is the founder, and bills of exchange, except for government bonds which exchange on the share in the cases provided by the law on the Government budget of Ukraine for the corresponding year), the property and property rights, intangible assets having money value.

Payment of share value, placed during establishment of a joint-stock company, cannot be performed at the price, is lower than their nominal cost.

Payment of share value, placed during establishment of a joint-stock company, cannot be performed by acceptance on itself obligations on accomplishment for society of works or provision of services.

2. The price of property which is brought by founders of joint-stock company in payment for shares of society shall answer the market value of this property determined according to article 8 of this Law.

3. Each founder of joint-stock company shall pay all-in cost of the acquired shares before approval date of results of placement of the first share issue. In case of non-payment (incomplete payment) of cost of the acquired shares before approval date of results of placement of the first share issue the joint-stock company is considered not based. Before payment of 50 percent of the authorized capital society has no right to perform the transactions which are not connected with its basis.

Before registration of the report on results of share placing the founder has all rights which make sure shares, except the right to alienate them and to burden obligations.

4. The document which certifies the property right of the founder of joint-stock company to shares is issued to it after complete payment of cost of such shares within 10 working days from the date of receipt by society of the registration certificate of share issue.

Article 12. Responsibility of founders of joint-stock company

1. Founders of joint-stock company bear joint liability according to the obligations connected with its organization which arose before its state registration.

2. The joint-stock company answers for the obligations founders connected with its basis only in case of approval of their actions by general shareholder meeting. General shareholder meeting which approve such obligations of founders of society shall be held within six months after state registration of society.

Information on such obligations of society shall be displayed in the charter of society.

Article 13. Charter of joint-stock company

1. The constituent document of joint-stock company is its charter.

2. The charter of joint-stock company shall contain data about:

1) the full and abbreviated name of society in Ukrainian;

2) type of society;

3) size of the authorized capital;

4) the size of the reserve capital in case of its forming;

5) the nominal cost and total quantity of shares, quantity of each type of the shares placed by society, including quantity of each class of preferred shares in case of placement of preferred shares;

6) the size of preferred share dividends of each class in case of their placement by society;

7) conditions and procedure for converting of preferred shares of certain class in common shares of society or in preferred shares of other class in case of placement of preferred shares;

8) shareholder rights - preferred shareholders of each class in case of placement of preferred shares;

9) availability of the prevailing shareholder right of private society on share acquisition of this society which are offered by their owner to sale to the third party, and procedure for its realization or lack of such right;

10) procedure for the message to shareholders about dividend payout;

11) procedure for convocation and holding general meeting;

12) competences of general meeting;

13) method of the notification of shareholders on holding general meeting and about changes in the agenda of general meeting;

14) structure of bodies of society and their competence, procedure for education, election and response of their members and adoptions of decisions by them, and also procedure for change of structure of bodies of society and their competence;

15) procedure for introduction of amendments to the charter;

16) procedure for the termination of society.

3. By charter of joint-stock company it cannot be provided to founders of society of the additional rights or powers.

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