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

of April 19, 2018 No. 243

About approval of Changes in Regulations on disclosure of information by issuers of securities

According to Item 15 parts two of Article 7, to Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", to Articles 39 - 41 Law of Ukraine "About securities and the stock market", to the Law of Ukraine "About joint-stock companies", to the Law of Ukraine of November 16, 2017 "About modification of some legal acts of Ukraine concerning simplification of business and investment attraction by issuers of securities" the National commission on securities and the stock market SOLVED No. 2210-VIII:

1. Approve Changes in the Regulations on disclosure of information by issuers of securities approved by the decision of the National commission on securities and the stock market of December 03, 2013 No. 2826, registered in the Ministry of Justice of Ukraine on December 24, 2013 for No. 2180/24712 (with changes) which are applied.

2. And corporate finances (N. Khokhlov) to provide to corporate management department submission of this decision on state registration in the Ministry of Justice of Ukraine.

3. And corporate finances (N. Khokhlov) to provide to corporate management department promulgation of this decision on the official website of the National commission on securities and the stock market.

4. (A. Yushkevich) to provide to management of international cooperation and communications publication of this decision in the official printing publication of the National commission on securities and the stock market.

5. This decision becomes effective in 30 days from the date of its official publication.

6. Control over the implementation of this decision to assign to the member of the commission Tarabakin D. V.

Approved by the Decision of the National commission on securities and the stock market of Ukraine of April 19, 2018 No. 243

Changes in Regulations on disclosure of information by issuers of securities

1. In the Section I:

Item 1 to state 1) in the following edition:

"1. This Provision regulates structure, procedure and terms of disclosure in the stock market regular (intermediate, annual), special information, information on mortgage securities, certificates of fund of real estate transactions, information in the message on holding general meeting (further - Information) issuers of securities and its submission to the National commission on securities and the stock market (further - the Commission), 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", terms (terms) and the list of promulgation by public joint stock companies of information which is subject to promulgation according to requirements of the legislation on own website, publications of data on creation of joint-stock company by one person or about acquisition by one person of all shares of society, and also other information and messages which issuers according to the legislation shall open.";

Item 2 to state 2) in the following edition:

"2. Action of this Provision extends to issuers of securities and to foreign nonresident issuers 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 agreements on asset management of such corporate investment funds with the companies on asset management.

Nonresidents whose securities are placed and/or allowed to the address in the territory of Ukraine open information according to the Section IV of this provision.

International financial institutions which performed bond issue in the territory of Ukraine open information according to the Section V of this provision.";

"This Provision" to replace 3) in item 4 of the word with the word "legislation";

The word "from" to replace 4) in paragraphs 4 - 6 of Item 11 with the word "later";

Item 13 to state 5) in the following edition:

"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 field 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 Sections and schemes of the XML files determined by the separate document of the Commission of normative and technical nature.

Issuers of securities which according to the legislation constitute the financial reporting under International Financial Reporting Standards as a part of Information open the financial reporting constituted according to international accounting standards namely:

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

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

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 International standards of audit.";

 Item 16 to exclude 6).

2. In the Section II:

1) in Chapter 1:

add Item 1 with the new paragraph of such content:

"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.";

in Item 2 of the word "about" to exclude publications of information;

state Item 3 in the following edition:

"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.";

state Item 8 in the following edition:

"8. On the title page of the Notification which is placed in the public information database of the Commission the address of own website on which the specified Notification will be posted surely is specified.

On the title page of the Notification which moves in the Commission date of promulgation of information in the public information database of the Commission, the name, date and number of the official printing publication in which the Notification, date of promulgation and the address of the page of own website on which the Notification is posted is published are surely specified.";

Item 8 of Chapter 2 to state 2) in the following edition:

"8. On the title page of the Notification on information which is placed in the public information database of the Commission the address of own website on which the specified Notification on information will be posted surely is specified.

On the title page of the Notification on information which moves in the Commission date of promulgation of information in the public information database of the Commission, the name, date and number of the official printing publication in which the Notification on information, date of promulgation and the address of the page of own website on which the Notification on information is posted is published are surely specified.";

3) in Chapter 3:

in the name of Chapter of the word "regular quarter" to replace with the word "intermediate";

state Item 1 in the following edition:

"1. Obligation perform disclosure of the interim information according to the procedure, provided by this Provision, extends on:

1) public joint stock companies concerning 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;

2) banks;

3) issuers, concerning other securities, except shares which the public offer is performed and/or securities of which are admitted to trading on the stock exchange regarding inclusion in the exchange register.

The obligation of disclosure of the interim information extends to public joint stock companies concerning which shares the public offer, and issuers, concerning other securities, except shares which the public offer, from quarter in which issuers performed public offer of the corresponding securities is performed is performed. The obligation of disclosure of the interim information stops from next quarter after quarter in which state registration of new editorial office of charter of joint-stock company which provides change like public joint stock company on private was carried out or if registration of issue of securities is cancelled and the registration certificate of issue of securities according to the regulatory legal act of the Commission regulating procedure for cancellation of registration 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 (further - EGR) 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 is cancelled.

The obligation of disclosure of the interim information extends to public joint stock companies which shares are admitted to trading on the stock exchange regarding inclusion in the exchange register, and issuers, concerning other securities, except shares which securities are admitted to trading on the stock exchange regarding inclusion in the exchange register, since quarter in which securities were (were included) in the exchange register of stock exchange, irrespective of duration of their stay in the exchange register of stock exchange and irrespective of whether securities of such issuer during reporting quarter were excluded from the exchange register of stock exchange. The obligation of the issuer stops to open the interim information since the quarter following quarter in which securities of such issuer were excluded from the exchange register of stock exchange. At the same time quarter in which securities of the issuer were excluded from the exchange register of stock exchange is reporting quarter for such issuer.";

in Item 2 of the word "Regular Quarter" to replace with the word "Intermediate";

state Item 3 in the following edition:

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