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

of December 3, 2013 No. 2826

About approval of the Regulations on disclosure of information by issuers of securities

According to Item 15 parts two of Article 7, Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", the Law of Ukraine "About securities and the stock market" the National commission on securities and the stock market RESHILA:

1. Approve Regulations on disclosure of information by issuers of securities which are applied.

2. Declare invalid the decision of State commission on securities and the stock market of December 19, 2006 No. 1591 "About approval of the Regulations on disclosure of information by issuers of securities", registered in the Ministry of Justice of Ukraine on February 5, 2007 on No. 97/13364 (with changes).

3. Regular quarter information for the I-IV quarters 2013, special information and information on mortgage securities, certificates of fund of real estate transactions issuers of securities which arose before entry into force of this decision except regular annual information for reporting 2013, reveals in the stock market and moves in the National commission on securities and the stock market in structure, procedure and in terms according to the Regulations on disclosure of information by issuers of securities approved by the decision of State commission on securities and the stock market of December 19, 2006 No. 1591, registered in the Ministry of Justice of Ukraine on February 5, 2007 on No. 97/13364 (with changes), or Regulations on disclosure of information by issuers of shares and bonds of the companies which are in listing of the organizer of trade and Procedure for filling of disclosure forms of information and changes to them issuers of shares and bonds of the companies, being in listing of the organizer of trade, approved by the decision of State commission on securities and the stock market of June 22, 2010 No. 981, registered in the Ministry of Justice of Ukraine on August 19, 2010 on No. 707/18002 (with changes).

4. 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.

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

6. This decision becomes effective since January 1, 2014, but not earlier than day of its official publication.

7. Control over the implementation of this decision to assign to the member of the commission M. Nazarchuk.

Approved by the Decision of the National commission on securities and the stock market of Ukraine of December 3, 2013 No. 2826

Regulations on disclosure of information by issuers of securities

I. General provisions

1. This Provision regulates structure, procedure and terms of disclosure in the stock market of regulated information (further - Information) which treat:

regular (intermediate, annual) information;

special information;

insider information;

information on owners of voting shares over threshold values of blocks of shares;

information on mortgage securities, certificates of fund of real estate transactions;

information in the message on holding (convocation) general meeting by issuers of securities;

information containing in the prospectus of the issue (information on release of hypothecation certificates (further - information on release)) securities and the report on results of placement (the report on results of release of hypothecation certificates (further - release results)) securities issuers of securities;

information provided by Articles 65 - 65-2 Laws of Ukraine "About joint-stock companies" and Item 2 of the Section II "Final and transitional provisions" of the Law of Ukraine of March 23, 2017 No. 1983-VIII "About modification of some legal acts of Ukraine concerning increase in level of corporate management in joint-stock companies";

data on creation of joint-stock company by one person or on acquisition by one person of all shares of society;

information on disclosure by the issuer of securities of the schedule;

information on disclosure by private joint-stock company which 100 percent of shares directly or indirectly belong to one person, the structure of property.

This Provision also regulates questions of placement of information by joint-stock companies on own website which is subject to promulgation according to the legislation.

Issuers of securities shall open other information and messages according to the legislation.

2. Action of this Provision extends to issuers of securities and to foreign issuers - nonresidents whose securities are placed and/or allowed to the address in the territory of Ukraine.

Action of this Provision does not extend to issuers:

government bonds;

treasury obligations;

bonds of Fund of guaranteeing household deposits;

bonds of local loans;

investment certificates;

shares of corporate investment funds which signed contracts on asset management of such corporate investment funds with the companies on asset management.

3. Information in the stock market reveals in the ways, the stipulated in Article 39 Laws of Ukraine "About securities and the stock market", except case of placement by private joint-stock company of the message on holding general meeting in the public information database of the National commission on securities and the stock market about the security market or person performing activities for promulgation of regulated information on behalf of stock market participants.

In case of disclosure of Information the issuer of securities can not include copies of documents in its structure if such documents are in public access in visual form which gives the chance to perceive contents of Information by the person; in visual form which gives the chance to perceive contents of Information by the person and to reproduce Information on paper for unrestricted loading and copying; in shape, which gives the chance to perceive contents of Information in machine-readable format on the website of the issuer and/or in the public information database of the Commission or in other bases of persons rendering information services in the stock market. In that case the issuer gives details for possibility of automatic loading of copies of these documents from the Internet which shall contain complete address of the file on which free and direct loading of its copies can be performed by the automation equipment (without the need for advance registration, input of codes, other additional actions in ensuring loading), in format of the universal index the location of Universal Resource Locator (further - the URL address), file name (including expansion of name of the file which shall correspond to its type / format), the exact size of the file and checksum for possibility of automatic control of accuracy of copying of content.

4. Information which is subject to disclosure according to this Provision reveals in official language taking into account requirements of article 39-1 of the Law of Ukraine "About securities and the stock market".

5. In case of disclosure of Information by the issuer which securities are admitted to trading on the stock exchange regarding inclusion in the exchange register the issuer after placement of such Information in the public information database of the Commission or person performing activities for promulgation of regulated information on behalf of stock market participants shall report to stock exchange on which securities are admitted to trading regarding inclusion in the exchange register, about the placement of such Information according to the procedure approved with this stock exchange.

6. Order of interaction of persons who shall open Information according to this Provision and person authorized on placement of Information in the public information database of the Commission, access to the public Commission of the information database are regulated by regulatory legal acts of the Commission.

Requirements to activities for promulgation of Information on behalf of stock market participants are established by the legislation, including regulatory legal acts of the Commission.

7. Information for placement in the public information database of the Commission or person performing activities for promulgation of regulated information on behalf of stock market participants shall be provided in electronic form with imposed on it by the qualified digital signature of the authorized person of the issuer and/or qualified electronic seal of the issuer.

By results of provision and publication of Information the issuer receives the certificate of promulgation of information in electronic form, with imposed on it by the qualified digital signature and/or qualified electronic seal of person performing activities for promulgation of regulated information on behalf of stock market participants using qualified electronic confidential service of forming, check and confirmation of qualified mark of time (concerning time of creation of this reference), on the following details:

identification code of the legal entity - person performing activities for promulgation of regulated information on behalf of stock market participants;

the created by person performing activities for promulgation of regulated information on behalf of stock market participants, unique registration number (identifier) obtained from the issuer Information;

identification code of the legal entity of the issuer;

the registration date provided by the issuer as a part of Information him the electronic document containing Information;

the reference registration number of the electronic document containing Information provided by the issuer as a part of Information;

date and time (to within seconds) obtaining by person performing activities for promulgation of regulated information on behalf of stock market participants, Information from the issuer;

date and time (to within seconds) promulgation by person performing activities for promulgation of the regulated information on behalf of stock market participants obtained from the issuer Information.

In case of establishment by person performing activities for promulgation of regulated information on behalf of stock market participants of discrepancy of Information of the issuer to the requirements established by the Commission or in case of establishment by person performing activities for promulgation of regulated information on behalf of stock market participants of other reasons which make impossible promulgation of the acquired information the issuer receives the certificate of impossibility of promulgation of information in electronic form, with imposed on it by the qualified digital signature and/or qualified electronic seal of person who performs activities for promulgation of regulated information on behalf of stock market participants, using qualified electronic confidential service of forming, check and confirmation of qualified mark of time (concerning time of creation of this reference), on the following details:

identification code of the legal entity - person performing activities for promulgation of regulated information on behalf of stock market participants;

the created by person performing activities for promulgation of regulated information on behalf of stock market participants, unique registration number (identifier) obtained from the issuer Information;

identification code of the legal entity of the issuer;

the registration date provided by the issuer as a part of Information him the electronic document containing Information;

the reference registration number of the electronic document containing Information provided by the issuer as a part of Information;

date and time (to within seconds) obtaining by person performing activities for promulgation of regulated information on behalf of stock market participants, Information from the issuer;

data about established by person performing activities for promulgation of regulated information on behalf of stock market participants, discrepancy of Information of the issuer to the requirements established by the Commission or about another the established person performing activities for promulgation of regulated information on behalf of stock market participants, the reasons which make impossible to promulgate the acquired information.

Obtained from the issuer Information is subject to disclosure in the following forms:

in the form of the original electronic document received from the issuer containing Information suitable for unrestricted loading and copying (including imposed on the electronic document containing Information, qualified digital signatures and/or qualified electronic seals);

in visual form which gives the chance to perceive contents of Information by the person, as a part of information filling of the website;

in visual form which gives the chance to perceive contents of Information by the person and to reproduce Information on paper, for unrestricted downloading and copying.

in shape, which gives the chance to perceive contents of Information in machine-readable format.

Information is subject to simultaneous promulgation in all specified forms. Before promulgation of Information in the specified forms its promulgation or distribution by person performing activities for promulgation of regulated information on behalf of stock market participants in other forms is not allowed.

Together with promulgation of Information person performing activities for promulgation of regulated information on behalf of stock market participants publishes and provides for unrestricted loading the certificate of promulgation of information together with the qualified digital signature imposed on it and/or qualified electronic seal.

Submission of Information to the Commission by person which provides information services in the stock market on submission of the reporting and/or administrative data in the Commission is regulated by regulatory legal acts of the Commission.

8. Issuers shall have own website.

The issuer during promulgation of Information on own website provides open entry to such Information, and also reports upon the demand of interested persons of the address of pages in the Internet on which promulgation of Information is performed.

Information is subject to promulgation by the issuer on own website in electronic form, contents of Information by the person, suitable for perception, reproduction of Information on paper, unrestricted loading and copying, in shape, which gives the chance to perceive contents of Information in machine-readable format (in the presence), with imposing of the qualified digital signature of the authorized person of the issuer or qualified electronic seal of the issuer. Before promulgation of Information of the issuer on own website in the specified form its promulgation in other forms is not allowed.

The issuer cannot limit access or establish payment for information access, subject to obligatory disclosure on such website.

Annual information shall remain in public access on own website of the issuer within at least 10 years after its disclosure.

Information placed by public joint stock company shall remain in public access on own website according to item 4 of the Section IX of this provision.

Information placed by private joint-stock company remains in public access on own website during terms and in the forms determined by the legislation.

In case of change of own website, the issuer shall within five working days after change of own website provide placement on own new website of all information which was placed by it earlier and which term of placement did not expire.

9. Disclosure of Information by the issuer is performed for the following stages and the sequence:

1) creation of Information by the issuer;

2) placement of Information by the issuer on own website;

3) provision by the issuer Informatsii to person performing activities for promulgation of regulated information on behalf of stock market participants;

4) in case of compliance of Information of the issuer to the requirements established by the Commission, implementation of promulgation of Information by person performing activities for promulgation of regulated information on behalf of stock market participants with provision to the issuer of the certificate of promulgation of information;

5) in case of discrepancy of Information of the issuer to the requirements established by the Commission or in case of impossibility of promulgation of information on other reasons with provision to the issuer person performing activities for promulgation of regulated information on behalf of stock market participants, certificates of impossibility of promulgation of information;

6) in case of promulgation of Information by person performing activities for promulgation of regulated information on behalf of stock market participants if such person provides to the issuer information services in the stock market with submission of the reporting and/or administrative data in the Commission, such person independently submits Information to the Commission and performs confirmation of such representation;

7) if the person which is performing activities for promulgation of regulated information on behalf of stock market participants, and performed promulgation of Information of the issuer does not provide information services in the stock market with submission of the reporting and/or administrative data in the Commission, the issuer submits Information to the Commission directly or through other person who provides the specified services;

8) provision to the issuer of confirmation of submission of Information to the Commission by person who provides information services in the stock market with submission of the reporting and/or administrative data in the Commission.

The issuer has the right to submit Information to the Commission directly according to the procedure, the established Regulations on submission of administrative data and information in the form of electronic documents in the National commission on the securities and the stock market approved by the decision of State commission on securities and the stock market of May 13, 2011 No. 492, registered in the Ministry of Justice of Ukraine on June 25, 2011 for No. 789/19527 (with changes). In that case the requirements concerning submission of the reporting to the Commission provided by subitems 6 - 8 these Items, are not applied to the issuer.

10. If the issuer out of time opens Information which disclosure is obligatory according to this Provision, the issuer shall notify in writing the Commission by the letter with the reasons for the reasons which led to untimely disclosure of Information, constituted in any form and certified by the signature of the head of the issuer.

The issuer notifies shareholders or investors by promulgation of Information and the corresponding message on own website within two days on untimely disclosure of Information, but no later than 10:00 the day before yesterday after day of detection by the issuer of the fact of untimely disclosure.

11. If the issuer opens unreliable information, he shall take measures concerning confutation of such Information and open corrected information of subjects (darkness) most by method (methods) to which, (which) it was opened such doubtful Information.

Confutation of the opened unreliable information and disclosure of corrected information are performed as soon as possible, but no later than 10:00 the next working day after day when the issuer learned about disclosure of unreliable information.

The issuer notifies shareholders or investors by promulgation of Information and the corresponding message on own website on identification of unreliable information and disclosure of corrected information not later than 10:00 the next working day after day when the issuer learned about disclosure of unreliable information.

The issuer shall notify along with disclosure of corrected information the Commission the letter on the fact of promulgation of unreliable information, provide reasonable explanations concerning the reasons of promulgation of unreliable information with obligatory specifying that in Information was corrected.

Disclosure of corrected information is performed by placement of the new file with corrected information with obligatory specifying that in it was corrected, and also preserving the file with unreliable information with mark in it about its unauthenticity.

12. Information moves in the Commission in the form of electronic documents according to the regulatory legal act of the Commission regulating procedure for submission of administrative data and information in the form of electronic documents.

Information is electronically constituted according to the description of the Sections determined by the separate document of the Commission of normative and technical nature.

Information is constituted by the issuer with use of System of reference books and qualifiers of the National commission on securities and the stock market approved by the decision of the National commission on securities and the stock market of May 08, 2012 No. 646, registered in the Ministry of Justice of Ukraine on May 25, 2012 for No. 831/21143 (with changes).

According to the written requirement of the authorized person of the Commission the issuer of securities shall provide (to direct) to the Commission Information in time, provided by the requirement, according to this Provision in paper form. Information in paper form is created as the printing copy of electronic form. In the case provided by this paragraph, Information can move in paper and/or electronic forms on the electronic medium of information.

If the paper form of Information contains more than one leaf, such Information shall be stitched, numbered and ratified the head of the issuer or the authorized person. On reverse side of the last page the following text becomes: "The head of the issuer or the authorized person is strung together, numbered and ratified (number) of pages".

In case of signing of Information by the authorized person in paper form of Information the copy of the document according to which person is authorized to sign paper form of Information, certified by the signature of the head of the issuer is attached.

The signature of the head or authorized person of the issuer on the title page of Information also confirms identity and accuracy of the information which is opened according to requirements of this provision.

13. The financial reporting of issuers of securities (except banks) reveals in the structure and forms established by the central executive body which provides forming and realizes state policy in the sphere of financial accounting. The financial reporting of issuers of securities - banks reveals in the structure and forms established by the National Bank of Ukraine.

The format of the financial reporting of issuers of securities is created according to the description of the Sections determined by the separate document of the Commission of normative and technical nature.

Issuers of securities, as a part of Information open the financial reporting constituted according to the international or national accounting standards namely:

complete set of interim financial statements and complete set of the consolidated interim financial statements (in case of creation according to the legislation);

complete set of the annual financial reporting and complete set of annual consolidated financial statements (in case of creation according to the legislation).

The financial reporting of the issuer shall conform to the accounting standards taken as basis in case of creation of such financial reporting.

The audit report according to the financial reporting (to consolidated financial statements (in the presence)) and the conclusion about the overview of interim financial statements (intermediate consolidated financial statements) (in the presence) shall conform to the international standards of audit and requirements established by the Law of Ukraine "About financial records audit and auditor activities".

14. Issuers of securities shall hand over Information in full according to requirements of this provision.

15. The issuer in case of creation of Information can provide the additional information which is necessary for complete and its comprehensive disclosure.

The issuer of securities can place in addition in the public information database of the Commission or person performing activities for promulgation of regulated information on behalf of stock market participants, messages on essential events (others, than Information determined by this Provision) which can be essential to shareholders, participants, investors or to affect financial and economic condition of the issuer. The message on essential events reveals in any form.

16. The private joint-stock company (if by such partnership it was not performed public offer of securities), which 100 percent of shares directly or indirectly belong to one person, except society which 100 percent of shares directly or indirectly belong to the state, does not open Information if other is not established by its charter.

In that case such private joint-stock company shall reveal the structure of property according to the Section V of this Provision on own website and by submission to the Commission.

If in private joint-stock company which 100 percent of shares directly or indirectly belong to one person except society which 100 percent of shares directly or indirectly belong to the state, there is change of structure of property therefore 100 percent of shares of which directly or indirectly will begin to belong more than to one person, such society performs disclosure of Information as private joint-stock company according to requirements of the Law.

If the private joint-stock company which 100 percent of shares directly or indirectly belong to one person except society which 100 percent of shares directly or indirectly belong to the state, treats the company which is of public interest according to requirements of the Law of Ukraine "About financial accounting and the financial reporting in Ukraine", such society publishes the reporting in the amount established by this Law.

17. The foreign issuer opens Information according to this Provision and in the terms determined by article 41-1 of the Law of Ukraine "About securities and the stock market".

The foreign issuer whose securities are allowed to the address in the territory of Ukraine can open in public access information according to the legislation of the State of origin of such issuer.

18. International financial institutions open Information according to this Provision if it is directly provided by the prospectus of such bonds, taking into account the features determined by such prospectus.

II. Procedure and terms of disclosure of information by issuers of securities

1. Procedure and terms of disclosure of special information

1. Obligation perform disclosure of the special information provided by this Provision extends to issuers of securities from the date following registration date the Commission of the first issue of securities.

Issuers who are not joint-stock companies and on whose securities the public offer and which securities are not admitted to trading on the stock exchange is not performed shall not open information according to requirements of this Chapter and Chapter 1 of the Section III of this provision.

2. The obligation stops perform disclosure of the special information provided by this Provision from the date of cancellation of registration of issue of securities and cancellation of the registration certificate of issue of securities or in case of availability of data in the Unified State Register of Legal Entities, physical persons entrepreneurs and public forming about the termination of joint-stock company (in particular, as a result of merge, accession, separation or transformation) from the date of introduction of the corresponding record.

3. Public joint stock companies and banks shall open special information according to the list which is determined in Item 1 of Chapter 1 of the Section III of this provision, except requirements of the subitem 25 of this Item.

Private joint-stock companies shall open special information according to the list which is determined in Item 1 of Chapter 1 of the Section III of this provision, except requirements of subitems 3, of 9, of 10, 16 - 18, 20 and 23 presents of Item.

The issuer who is not joint-stock company and concerning other securities except which shares the public offer is performed and/or securities of which are admitted to trading on the stock exchange, shall open special information according to the list which is determined in Item 1 of Chapter 1 of the Section III of this provision, except requirements of subitems 2, of 3, of 5, 8 - 10, 16 - 21, 23 - 25 these Items.

The issuer who is not joint-stock company and concerning whose securities the public offer and which securities are not admitted to trading on the stock exchange is not performed shall not open information according to requirements of Chapter 1 of the Section III of this provision.

4. Issuers of securities shall open special information in the form of the notification on emergence of special information on the issuer (daleeuvedomleniye). By each type of special information the separate Notification consists.

5. Disclosure of special information is performed in such terms:

on own website - as soon as possible:

issuers whose securities are not admitted to trading on the stock exchange, - no later than 10:00 the second working day after date of making of action;

issuers whose securities are admitted to trading on the stock exchange, - no later than the beginning of trading session of the following trading day of stock exchange after date of making of action;

in the public information database of the Commission or person performing activities for promulgation of regulated information on behalf of stock market participants - until the end of days of the second working day after date of making of action;

submission to the Commission - within five working days after date of making of action.

6. The content text of the Message and amount shall conform to requirements which are established for the corresponding type of special information.

7. The message which moves in the Commission and is placed in the public information database of the Commission or person performing activities for promulgation of regulated information on behalf of stock market participants consists of the title page (appendix 1) and one of given in appendices 2 - 15 forms according to type of special information.

8. On the title page of the Message which is placed in the public information database of the Commission or through person performing activities for the publication of regulated information on behalf of stock market participants and which moves in the Commission are surely specified:

registration date the issuer of the electronic document containing Messages;

reference registration number of the electronic document containing Messages;

the name, identification code of the legal entity, country of incorporation of the legal entity and certificate number about inclusion in the Register of persons, representatives to provide information services in the stock market of person performing activities for promulgation of regulated information on behalf of stock market participants (in case of promulgation implementation);

the name, identification code of the legal entity, country of incorporation of the legal entity and certificate number about inclusion in the Register of persons, representatives to provide information services in the stock market, person who performs submission of the reporting and/or administrative data in the National commission on securities and the stock market (if the issuer does not submit Information to the National commission on securities and the stock market directly);

date of publication and the URL address of own website and web page on the Internet as a part of this website, directly on which contents of the Message are opened.

2. Procedure and terms of disclosure of information on mortgage securities, certificates of fund of real estate transactions

1. Obligation perform disclosure of information on mortgage securities, certificates of fund of real estate transactions, provided by this Provision, extends to issuers of mortgage securities, certificates of fund of real estate transactions from the date following registration date the Commission of the first issue of securities.

2. The obligation stops perform disclosure of information on mortgage securities, certificates of fund of real estate transactions provided by this Provision from the date of publication of information on cancellation of registration of issue of securities and cancellation of the registration certificate of issue of securities or in case of availability of data in the Unified State Register of Legal Entities, physical persons entrepreneurs and public forming about the termination of joint-stock company (in particular, as a result of merge, accession, separation or transformation) from the date of introduction of the corresponding record.

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