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

of July 31, 2012 No. 1073

About approval of the Order of registration of share issue in case of change of the size of the authorized capital of joint-stock company and Changes to the Procedure for cancellation of registration of share issues and cancellations of registration certificates of share issues

According to part two Items 1 and 3 of Article 7, Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", Article part ten 6, Articles 28 - 30, 32, 33, 35 Laws of Ukraine "About securities and the stock market", Article part four 14, Article part one 15, part one of article 16 of the Law of Ukraine "About joint-stock companies", for the purpose of establishment of order of registration of share issue of joint-stock companies in case of increase or reduction of the authorized capital the National commission on securities and the stock market RESHILA:

1. Approve share issue Order of registration in case of change of the size of the authorized capital of joint-stock company which is applied.

Action of the Order of registration of share issue in case of change of the size of the authorized capital of the joint-stock company approved by this decision extends to issuers to whom the National commission on securities and the stock market registers share issues according to requirements of the specified Procedure.

2. Actually ceased to be valid according to the Decision of the National commission on securities and the stock market of Ukraine of 23.04.2013 No. 737

4. And corporate finances (A. Papaik) to provide to corporate management department provision of this decision on state registration in the Ministry of Justice of Ukraine.

5. (Yu.Zhuly) to provide to department of external and internal communications publication of this decision according to requirements of the legislation of Ukraine.

6. This decision becomes effective from the date of its official publication.

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

Approved by the Decision of the National commission on securities and the stock market of Ukraine of July 31, 2012, No. 1073

Share issue order of registration in case of change of the size of the authorized capital of joint-stock company

I. General provisions

1. Action of this Procedure extends to joint-stock companies (except institutes of joint investment) which perform increase or reduction of the authorized capital (further - societies).

Action of this Procedure does not extend to cases of registration of share issue in case of change of the size of the authorized capital of joint-stock company in connection with reorganization.

2. Registration of share issue, registration of release and the prospectus of the issue of shares, registration of changes in the prospectus of the issue of shares, registration of the report on results of public placement of shares or registration of the report on results of private placement of shares are performed by the National commission on securities and the stock market (further - registering body).

3. Registration of share issue, registration of release and the prospectus of the issue of shares, registration of changes to the prospectus of the issue of shares, registration of the report on results of public placement of shares or registration of the report on results of private placement of shares is the basis for entering of the relevant information into the State register of issues of securities.

4. Registration of share issue by registering body, release and the prospectus of the issue of shares, changes to the prospectus of the issue of shares, the report on results of public placement of shares or the report on results of private placement of shares cannot be considered as guarantee of their cost.

5. In case of public or private placement of additional shares in case of increase in the authorized capital of society with attraction of additional deposits registration of share issue, the prospectus of the issue of shares and registration of the report on results of public or private placement of shares is performed. Registration of share issue and the prospectus of the issue of shares is performed at the same time.

6. In case of increase in the authorized capital of society at the expense of the direction in the authorized capital of the supplementary capital (its part) or the direction in the authorized capital of profit (its part) registration of share issue is performed, the report on results of share placing in registering body for registration does not move.

7. In case of reduction of the authorized capital of society by reduction of nominal share value or by cancellation of the shares which are earlier redeemed by society and reduction of their total quantity registration of share issue is performed, the report on results of share placing in registering body for registration does not move.

8. Registering body:

a) after the receipt of the statement and documents necessary for registration of share issue or registration of release and the prospectus of the issue of shares, performs registration of share issue or performs at the same time registration of release and the prospectus of the issue of shares or refuses registration within 25 working days or in day of receipt of the relevant documents (for banks in case of introduction by the National Bank of Ukraine of the simplified procedure of registration of share issue according to article 32 of the Law of Ukraine" About banks and banking activity");

b) returns in the time provided by the subitem "an" of this Item documents to the issuer without consideration.

9. The registering body within 5 working days from the date of receipt of the statement and all necessary documents for registration of changes to the prospectus of the issue performs registration of changes to the prospectus of the issue or refuses registration.

10. The registering body within 15 calendar days from the date of receipt of the statement and all necessary documents for registration of the report on results of share placing performs registration of the report or refuses registration.

11. The registering body within 14 calendar days from registration date of the report on results of share placing grants to the issuer the registration certificate of share issue.

12. The date of receipt of documents is registration date of such documents in division of central office of the National commission on securities and the stock market which performs functions of registration of incoming correspondence.

13. The decision on share placing, the decision on share issue, on increase or reduction of the authorized capital of society, other decisions of general meeting of shareholders of society on the questions connected with the procedure of change of the size of the authorized capital are drawn up by the protocol or minutes abstract of general meeting of shareholders of society according to requirements of article 46 of the Law of Ukraine "About joint-stock companies" and shall be numbered, strung together and attested signatures of the chairman, secretary of meeting, the signature of the head and seal of society. The protocol or minutes abstract on vote results on appropriate questions of the agenda which shall meet the requirements of article 45 of the Law of Ukraine "About joint-stock companies", and the list of shareholders who were registered for participation in general meeting of shareholders of society is attached to the protocol or minutes abstract of general meeting of shareholders of society.

14. For registration of share issue, release and the prospectus of the issue of shares, the report on public placement or the report on private placement banks submit the financial reporting (further - the financial reporting) (for banks - in the corresponding forms which are determined by regulatory legal acts about creation of the financial reporting of banks of Ukraine, approved by resolutions of Board of the National Bank of Ukraine, acting on 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 by creation of the financial reporting of legal entities (except banks) who affected the corresponding reporting dates).

If the issuer according to the legislation constitute the financial reporting under International Financial Reporting Standards, for registration of share issue, release and the prospectus of the issue of shares, the report on public placement or the report on private placement, the issuer represents the financial reporting constituted under International Financial Reporting Standards which consists from:

financial status statement 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.

15. The registering body has the right to perform verification of data which contain in the prospectus of the issue of shares and in other filed documents, and also powers of bodies of society. Before the termination of the term established for registration the authorized person of registering body can request provision of the additional documents confirming the data provided in the documents provided by society for registration of share issue, release and the prospectus of the issue of shares, changes to the prospectus of the issue of shares, the report on results of public placement of shares or the report on results of private placement of shares.

16. According to the written address of the issuer submitted to registering body before adoption by registering body of the decision on registration or refusal in registration of share issue, release and the prospectus of the issue of shares, changes to the prospectus of the issue of shares, the report on results of public placement of shares or the report on results of private placement of shares, the registering body can return all documents submitted for registration of share issue, the prospectus of the issue of shares, changes to the prospectus of the issue of shares, the report on results of public placement of shares or the report on results of private placement of shares for completion.

17. Registered the prospectus of the issue of shares, changes to the prospectus of the issue of shares, the report on results of public placement of shares or the report on results of private placement of shares, make sure the authorized signature of registering body and stamp of ZAREGISTRIROVANO or text of ZAREGISTRIROVANO and seal of registering body.

One copy of the registered prospectus of the issue of shares, changes to the prospectus of the issue of shares, the report on results of public placement of shares or the report on results of private placement of shares, after registration returns to the issuer.

The notification of society on the decision on registration of share issue, share issue and the prospectus of their issue, changes made by registering body to the prospectus of the issue of shares, the report on results of public placement of shares or the report on results of private placement of shares is performed by means of telecommunication communication.

18. The bases for return to the issuer without consideration of the documents filed for registration of share issue, or registration of release and the prospectus of the issue of shares, or registration of changes to the prospectus of the issue of shares I am:

a) provision of documents not in full;

b) provision of documents with violation of the requirements established by this Procedure to their registration.

19. The bases for refusal in registration of share issue, registration of release and the prospectus of the issue of shares, are:

a) recognition of unfair emission;

b) identification of violation of the procedure for decision making established by the legislation on change of the size of the authorized capital and/or share placing, including violations of procedure for convocation and/or holding general meeting of shareholders of society on which the decision on change of the size of the authorized capital and/or share placing is made;

c) discrepancy of the filed documents to requirements of the legislation;

d) unauthenticity of information in the filed documents.

20. The bases for refusal in registration of changes to the prospectus of the issue of shares are:

a) discrepancy of the filed documents to requirements of the legislation;

b) identification of violation of the procedure for decision making established by the legislation on modification of the prospectus of the issue of shares;

c) unauthenticity of information in the filed documents.

21. The bases for refusal in registration of the report on results of public placement of shares, the report on results of private placement of shares, are:

a) identification of violation of requirements of the legislation connected with share placing, in particular:

violation of procedure for decision making about approval of results of placement;

violation of procedure for convocation and/or holding general shareholder meeting on which the decision on increase in the authorized capital of joint-stock company and the share placing, introduction of amendments to the charter of society connected with increase in the authorized capital is made;

carrying out share placing with violation of the conditions specified in the solution on share placing and the prospectus of the issue of shares;

b) discrepancy of the filed documents to requirements of the legislation;

c) acceptance by the authorized person of registering body or court of the decision on stop of share placing which affects registration date, according to the procedure, stipulated by the legislation;

d) provision of documents not in full according to Items 2, 3 Chapters 3 of the Section II of this Procedure;

ґ) recognition of unfair emission.

22. The notification on refusal in registration of share issue, release and the prospectus of the issue of shares, changes to the prospectus of the issue of shares, the report on public placement of shares or the report on private placement of shares is carried to society in writing and shall contain legal reasons for such refusal.

The notification on return without consideration of the documents submitted for registration of share issue, or registration of release and the prospectus of the issue of shares, or registration of changes to the prospectus of the issue of shares is carried to the issuer in writing by the direction to the issuer of the corresponding letter containing the reasonable bases for leaving of documents without consideration and the list of violations.

In case of refusal in registration of share issue, release and the prospectus of the issue of shares, changes to the prospectus of the issue of shares, the report on public placement of shares or the report on private placement of shares all submitted documents remain in registering body. The original certificate (interim certificate) on registration of share issue returns to the applicant.

If registration of share issue, release and the prospectus of the issue of shares, changes to the prospectus of the issue of shares, the report on public placement of shares or the report on private placement of shares it is refused based on which society considers unreasonable, it can take a legal action.

23. Registration of the following share issue, release and the prospectus of the issue of shares, is performed by registering body only on condition of registration of the report on results of public or private placement of shares and/or issue of the registration certificate of the previous share issue.

24. After registration of release and the prospectus of the issue of shares in case of increase in the size of the authorized capital at the expense of additional contributions to the issuer the interim certificate on registration of share issue is granted (appendices 1, 2) that is the basis for assignment to shares of the international identification number, the conclusions with depositary of the service agreement of share issue in case of lack of the current agreement, registration and deposition of the temporary global certificate.

The registration certificate of share issue (appendices 3, of 4) it is issued to the issuer along with copy of the registered report on results of public placement of shares or the report on results of private placement of shares.

25. After registration of share issue in case of increase in the authorized capital at the expense of the direction in the authorized capital of the supplementary capital (its part) or the direction in the authorized capital of profit (its part), or after registration of share issue in case of reduction of the authorized capital to the issuer the registration certificate of share issue is granted (appendices 3, 4) that is the basis for assignment to shares of the international identification number, the conclusions with depositary of the service agreement of share issue in case of lack of the current agreement of renewal and deposition of the global certificate.

26. In case of implementation of share issue which grant to their owners the rights identical with the rights according to earlier placed shares the registering body grants the registration certificate of share issue on all release taking into account the previous releases and cancels the interim certificate on registration of share issue and the registration certificate of the previous share issues.

In case of implementation of share issue which grant to their owners the rights others than behind earlier placed shares, the registering body grants the registration certificate of share issue only on this release and cancels the interim certificate on registration of share issue.

Cancellation of earlier granted certificates (interim certificates) on registration of share issue is performed by entering of record into the registration certificate of share issue which is issued by the registered body.

27. If during the term of the share placing specified in the decision on placement and in the prospectus of the issue of shares any share, in case of refusal from share placing was not placed, and also in case of non-confirmation at the scheduled time of results of share placing the registering body performs cancellation of registration of share issue which were placed in addition, and cancels the interim certificate on registration of share issue according to the regulatory legal act of the National commission on securities and the stock market which establishes procedure for cancellation of registration of share issues.

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

29. For registration of share issue, release and the prospectus of the issue of shares, changes to the prospectus of shares, the report on public placement or the report on private placement of shares the applicant files the documents determined by this Procedure (if the data containing in them are not introduced in the relevant information bases in sufficient amount).

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