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

of August 10, 2023 No. 879

About approval of the Provision on implementation of professional activity on the organization of trade in financial instruments

According to Item 13 parts one of article 8 of the Law of Ukraine "About state regulation of the capital markets and the organized goods markets", Item 18 of the Section X ІІІ "About the capital markets and the organized goods markets" the National commission on securities and the stock market SOLVED "Final and transitional provisions" of the Law of Ukraine:

1. Approve the Provision on implementation of professional activity on the organization of trade in financial instruments which is applied.

2. To department of methodology of regulation of professional participants of the security market (Kozlovskaya I.) provide:

submission of this decision for implementation of examination on compliance of the Convention on human rights protection and fundamental freedoms in the secretariat of the representative for cases of the European Court of Human Rights of the Ministry of Justice of Ukraine;

submission of this decision on state registration in the Ministry of Justice of Ukraine;

promulgation of this decision on the official website of the National commission on securities and the stock market.

3. This decision becomes effective in 90 calendar days from the date of, the day of the termination or cancellation of warlike situation in Ukraine following later, except the paragraph of the thirty fourth Item 2 of the Section I, Items 5, of the 6th Section II regarding distribution of requirements of these Items of the multilateral trading floors included in the register of the markets of the small and medium companies (further - MSP), Item 5 of Chapter 1 regarding distribution of requirements of this paragraph of the multilateral trading floors included in the register of the markets of MSP, Chapter 6 of the Section IV, the paragraph of the fourth Item 5 of Chapter 3 of the Section V, paragraph two of Item 5 of the Section VI regarding distribution of requirements of this paragraph of the multilateral trading floors included in the register of the markets of MSP, this provision which are becoming effective from the date of entry into force of changes in procedure for maintaining registers of members of the capital markets and the organized goods markets No. approved by the decision of the National commission on securities and the stock market of August 26, 2021 700, registered in the Ministry of Justice of Ukraine on October 26, 2021 at No. 1385/37007, but not earlier than entry into force of this decision.

4. To operators of the controlled market, operators of multilateral trading floor to bring the activities into accord with requirements of this provision within three months after entry into force of this decision.

5. Control over the implementation of this decision to assign to the member of the National commission on securities and the Travelling I stock market.

It is approved: First Deputy Minister of digital transformation of Ukraine

O. Vyskub

Chairman of the National Bank of Ukraine

A. Magnificent

Approved by the Decision of the National commission on securities and share the market of Ukraine of August 10, 2023 No. 879

Provision on implementation of professional activity on the organization of trade in financial instruments

I. General provisions

1. This Provision determines the basic principles and requirements to professional activity in the markets of the capital activities by the organization of trade in financial instruments, namely:

activities for the organization of the securities trading in the controlled stock market;

activities for the organization of the conclusion of derivative contracts in the controlled market of derivative contracts;

activities for the organization of the securities trading on stock multilateral trading floor (dalee-BTM);

activities for the organization of the conclusion of derivative contracts for BTM of derivative contracts.

Action of this provision extends to operators of the controlled markets and operators of BTM, and also to bidders in the controlled markets and BTM and other persons in the cases provided by this Provision.

Action of this provision does not extend to operators of organized trading floors and to bidders on organized trading floors.

2. The terms used in this Provision are used in the following value:

certain person for placement - the investment firm having the license for implementation of professional activity in the markets of the capital activities on trade in financial instruments, namely underwriting and/or activities for placement with provision of a guarantee or activities for placement without provision of a guarantee;

the continuous auction is technology of tendering in case of which the unaddressed requests for purchase and sale of asset (the conclusion of the derivative contract) introduced in the bid book are continuously compared by computer algorithm which functions without intervention of the person and carries out requests on the basis of the best price;

the limiting spread of the quotation is the relation of difference of maximum price of the unaddressed request for sale expected certain moment in time as a percentage in case of which the total amount of requests of asset calculated by the accruing result in ascending order of the price makes size, not smaller minimum admissible amount (further - MDO) and minimum price of the unaddressed purchasing request (the conclusion of the derivative contract) in case of which the total amount of requests of asset calculated by the accruing result according to the procedure of reduction of the price makes the size, not smaller MDO, to minimum price of the unaddressed purchasing request (the conclusion of the derivative contract) in case of which the total amount of requests of asset calculated by the accruing result according to the procedure of reduction of the price makes the size, not smaller MDO;

the bilateral quotation is set of one or several unaddressed purchasing requests and one or several unaddressed requests for sale of the corresponding assets submitted one bidder (or on the conclusion of one or several derivative contracts for opposite line items) which conform to requirements imposed to limiting spread of the bilateral quotation;

the admission to the biddings is set of procedures for check of the organized market of the capital of compliance of securities by the operator and their issuers, other assets to the requirements established by the legislation and rules of functioning of the organized market of the capital for introduction in this organized market of the capital of centralized making and centralized accomplishment of transactions on such securities and other assets;

the request is the offer submitted the bidder according to rules of functioning of the organized market of the capital on purchase or sale of the asset admitted to trading in the organized market of the capital on implementation of transaction of repo with the security admitted to trading in the organized market of the capital (request repo) or on the conclusion of the derivative contract containing conditions on which it is offered to make the corresponding transaction, taking into account changes which can be brought in such offer according to rules of functioning of the organized market of the capital; the request registered by the operator of the organized market of the capital is the offer and the consent of the corresponding bidder to make and execute the transaction;

the application address-this the request submitted by the bidder and addressed to other bidder;

the request anonymous-this the request which conditions do not allow bidders to identify the bidder who sent such request until transaction;

the application unaddressed-this the request submitted by the bidder and addressed to all bidders;

the request limit is request which can be executed after its sending at the price at any time (or on profitability), it is not worse, than specified in such request, during effective period of this request;

suspension of the admission to the biddings is procedure which can be applied in case of discrepancy of the asset admitted to trading in the organized market of the capital, to requirements to the admission and stay in the list of the assets admitted to trading in such organized market of the capital therefore it is entered temporary (for a period of up to violation elimination, but no more than for three months) will lock to send, change or cancel requests and to make transactions on this asset in all technologies of the biddings in such organized market of the capital;

the stop of the biddings is the procedure applied in case of considerable price fluctuations of asset owing to what ban during certain term is imposed (no more than before the termination of trading day) to send, change or cancel requests and to make transactions in all or separate technologies of the biddings of rather separate or all assets admitted to trading in the corresponding organized market of the capital;

the index of the organized market of the capital is indicator which determines summary rate of the assets admitted to trading in the organized market of the capital and is calculated the operator of the organized market of the capital taking into account the requirements established by this Provision;

the initiator of unilateral auction is the person who got access to the biddings in the organized market for the purpose of purchase/security sale by holding unilateral auction and signed the agreement on the organization and holding unilateral auction with the operator of the organized market of the capital except cases, stipulated by the legislation;

the quotation is unaddressed purchasing request or sale of the financial instrument (the conclusion of the derivative contract) which moves the bidder;

the competitive prices quotations, established within spread of the bilateral quotation which is established by the operator of the organized market of the capital and is applied to all bidders;

the firm request - the address or unaddressed application submitted by the bidder which cannot be changed or cancelled and which means the unconditional consent of such participant to conclude the bargain on the conditions specified in the request;

the firm quotation is the quotation provided by the bidder which cannot be changed or cancelled and which means the unconditional consent of such participant to conclude the bargain on the conditions specified in the quotation;

lot is the minimum quantity of asset established by the operator of the organized market of the capital which can be sold or purchased during the trading session;

the minimum admissible amount (MAA) is minimum admissible amount of the unaddressed request(s) for purchase and sale of the corresponding asset (the conclusion of the derivative contract);

the cumulative coupon (percentage) yield on the bond (dalee-NKD) is part of the coupon (percentage) yield on the bond which is calculated in proportion to the number of days from payment date of the previous coupon (percentage) yield, either date of placement of the bond, or start date of charge of the first payment of the coupon (percentage) yield before date of cash agreement settlements of purchase and sale of the bond;

the non-standard transaction is the transaction which is not corresponding to rules of functioning of the organized market of the capital;

the unilateral auction is technology of tendering which provides competitive method of the organization of trade on which the initiator of unilateral auction performs sale or security purchase on the terms of competitive proposals of participants of auction;

transaction repo-purchase transaction (sales) of security with the obligation of its return sale (purchase) through certain term at in advance stipulated price performed based on the repurchase agreement;

the presession period is the period of time of trading day determined by the operator of the organized market of the capital during which in the organized market of the capital submissions by bidders of address requests and requests repo and transactions according to such requests and/or submission by bidders of requests for purchase and sale of assets (the conclusion of derivative contracts) are performed;

the periodic auction is technology of tendering in case of which accomplishment of requests happens in in advance determined time by method of accumulating and simultaneous accomplishment of requests at uniform price;

the suspicious transaction is request for purchase/sale of asset (the conclusion of the derivative contract), or the notification on its change or cancellation, or the transaction made in the organized market of the capital, containing manipulation signs in the organized market and/or trade with use of the insider information or attempt of its use;

the postsession period is the period of time of trading day determined by the operator of the organized market of the capital during which in the organized market of the capital submissions by bidders of address requests and requests repo and transactions according to the following requests are performed;

the wrong transaction transaction made in the organized market of the capital owing to failure in work of electronic trading system of the operator of the organized market;

current price of asset is the asset price calculated as the arithmetic average weighed the transaction prices made concerning such asset for the period determined by rules of functioning of the organized market of the capital, but not bigger, than 1 minute (settlement period) according to requirements of this provision. Current price of the bond is calculated without NKD. When calculating current price of asset the repurchase agreements, transactions made based on address requests are not considered, and also in case of primary placement of security, at unilateral auctions and when tendering on sale of shares, belonging to the state;

the transaction made in the organized market of the capital is purchase and sale agreement of financial instruments or currency values (including the repurchase agreement) or the derivative contract which is signed between bidders, including with the assistance of the central partner, and is registered the operator of the organized market of the capital;

the percentage Item is unit which is applied to comparison of the sizes expressed as a percentage;

the register of the markets of the small and medium companies (further - MSP) is list of information on BTM, control of which is exercised of the relevant operators of BTM and which are carried to the markets of MSP which are integral part of the register of professional participants of the capital markets and the organized goods markets which is kept NKTsBFR according to Procedure for maintaining registers of members of the capital markets and the organized goods markets established by NKTsBFR;

market capitalization of the issuer is share market value of the issuer which is determined by the operator of the organized market of the capital according to the technique approved by this operator of the organized market of the capital the requirements established by NKTsBFR and will be promulgated on own website of the operator of the organized market of the capital (in the round-the-clock mode);

the market of quotations is technology of tendering in case of which transactions are made by the acceptance of firm requests, firm quotations which move bidders, including market makers;

The average rate (market price) of the asset admitted to trading in the organized market of the capital is calculated value of asset price, the capital admitted to trading in the organized market which is determined and will be promulgated according to this Provision;

the situation of price instability is considerable price fluctuation of the asset admitted to trading in the organized market of the capital as a result of which the operator of the organized market of the capital stops or can stop the biddings;

cancellation of the admission to the biddings is procedure of exception of asset of the list of the assets admitted to trading in the organized market of the capital;

the list of the assets admitted to trading in the organized market of the capital is document of the operator of the organized market of the capital which contains information provided by this provision concerning assets which as of the corresponding date are admitted to trading in the corresponding organized market of the capital;

the biddings in the organized market of the capital (the controlled market or BTM) (further - the biddings) is organized submission by bidders of requests for purchase and sale of assets (the conclusion of the derivative contracts) admitted to trading in the organized market of the capital which leads to making in the organized market of the capital of transactions according to the legislation and rules of functioning of the organized market of the capital;

the trade session is the period of time of trading day determined by the operator of the organized market of the capital during which in the organized market of the capital submissions by bidders of requests for purchase and sale of assets (the conclusion of the derivative contracts) admitted to trading in the organized market of the capital including with participation of the market maker are performed;

the authorized representative of the participant of the biddings is physical person which on behalf of the bidder submits applications and makes transactions;

the bidder in the organized market of the capital (further - the bidder) is investment firm or other person whose possibility of participation in the biddings is stipulated by the legislation which received such status according to the procedure, established by rules of functioning of the organized market of the capital, and acquired the right to send requests and to make transactions in the corresponding organized market of the capital;

the price of opening is value of the first calculated current price during the trading day;

the price of closing is the last value of current price calculated during the trading day;

the price of the bond is the amount of NKD and the work of the "net" price of the bond of nominal value;

the share fraction in the free address is share fraction in release in property of minority shareholders which is determined by NKTsBFR according to the requirements established by this Provision;

the "net" price of the bond is the price of the bond without NKD expressed percentage of its nominal value (the current nominal value - for depreciation bonds).

The terms "algorithmic trade", "multilateral trading floor (BTM)", "underlying asset", "basic indicator", "high-frequency trade", "repurchase agreement", "electronic trading system", "investment firm", "collocation", "small and medium companies", "market maker", "operator of BTM", "operator of the controlled market", "operator of the organized market of the capital", "organized trading floor (OTM)", "option", "the option "stake", "the put option, "official channel of communication", "option award", "proksimiti-hosting", "professional activity in the capital markets", "direct electronic access", "controlled market", "the regular biddings", "the sponsored access", "trading day", "future" are used in the values determined by the Law of Ukraine "About the capital markets and the organized goods markets".

Terms "the companies which are of public interest" "large enterprises" are used in the values determined by the Law of Ukraine "About financial accounting and the financial reporting in Ukraine".

The terms "information and communication system", "information system" are used in the values given in the Law of Ukraine "About information security in information and communication systems".

The term "cyber attack" is used in the value determined by the Law of Ukraine "About the basic principles of ensuring cyber security of Ukraine".

The term "client" is used in the value determined by the Law of Ukraine "About financial services and finance companies".

The terms "failure", "bid book" and "disorder terms of trade" are used in the values determined by Licensed conditions of implementation of professional activity on the organization of trade in financial instruments in the controlled market and on the organization of trade in the financial instruments on multilateral trading floor approved by the solution of NKTsBFR of April 29, 2022 No. 321, registered in the Ministry of Justice of Ukraine on June 14, 2022 at No. 638/37974 (further - Licensed conditions).

Terms "governing body", "officials of internal control system" are used in the values determined by solutions of NKTsBFR of December 30, 2021 No. 1288 "About approval of the Standard No. 1 "Corporate management in professional participants of the capital markets and the organized goods markets. The basic concepts and terms", registered in the Ministry of Justice of Ukraine on February 28, 2022 at No. 261/37597.

Other terms which are used in this Provision are used according to the legislation of Ukraine.

3. The basic principles of functioning of the operator of the organized market of the capital are:

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