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

of May 14, 2013 No. 822

About approval of the Procedure for increase (reduction) of the authorized capital of public or private joint-stock company

According to Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", Articles 28, 32, 33 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 procedure for increase (reduction) of the authorized capital of joint-stock company the National commission on securities and the stock market RESHILA:

1. Approve the Procedure for increase (reduction) for the authorized capital of public or private joint-stock company which is applied.

2. Declare invalid the decision of State commission on securities and the stock market of August 30, 2011 No. 1181 "About approval of the Procedure for increase (reduction) of the authorized capital of public or private joint-stock company", registered in the Ministry of Justice of Ukraine on November 16, 2011 for No. 1308/20046.

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

4. To provide to management of information technologies, external and internal communications (A. Zaik) publication of this decision according to requirements of the legislation of Ukraine.

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

6. 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 May 14, 2013, No. 822

Procedure for increase (reduction) for the authorized capital of public or private joint-stock company

I. General provisions

1. Action of this Procedure extends to the public and private joint-stock companies (except institutes of joint investment) performing increase or reduction of the authorized capital.

Action of this Procedure does not extend to cases of change of the size of the authorized capital of joint-stock company in case of accession or allocations.

According to this Procedure transfer of monetary commitments in the share of society by private placement of additional shares of the existing nominal value can be made (except banks).

2. Registration of share issue, registration of 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, registration of the report on results of private placement of shares or refusal in the corresponding registration are performed by the National commission on securities and the stock market (further - the Commission) according to the normative legal act of the Commission which regulates share issue order of registration in case of change of the size of the authorized capital of joint-stock company.

3. The joint-stock company has the right to increase the authorized capital after registration of reports on results of placement of all previous share issues.

Increase in the authorized capital of joint-stock company in case of availability of the shares redeemed by society is not allowed.

General shareholder meeting cannot make the decision on increase in the authorized capital up to registration of reports on results of placement of all previous share issues and/or in case of availability of the shares redeemed by society.

4. The size of the authorized capital after its increase (reduction) shall meet the requirements of part one of article 14 of the Law of Ukraine "About joint-stock companies".

Reduction of the authorized capital of joint-stock company is lower than the size established by the law has the investigation liquidation of joint-stock company.

5. The joint-stock company has no power of decision about increase in the authorized capital by public placement of shares in cases if the size of equity is less, than the size of its authorized capital.

At the same time the equity size on the last reporting date which precedes decision date about increase in the authorized capital by public placement of shares is considered.

6. The overwhelming shareholder right affects share acquisition which in addition are placed joint-stock company (further - the overwhelming right) only in the course of private placement of shares.

Overwhelming shareholder right - the owner of common shares is the shareholder right to acquire the common shares placed by society in proportion to share of the common shares ought to it in total quantity of common shares.

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