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

of October 17, 2006 No. 1000

About approval of the Regulations on procedure for maintaining registers of owners of personalized securities

According to Articles 3, 8 Laws of Ukraine "About state regulation of the security market in Ukraine", Articles 6, of 9, "About National depositary system and features of electronic security circulation in Ukraine" and for the purpose of enhancement of the basic concepts, rules and requirements to implementation of activities for maintaining registers of owners of personalized securities in National depositary system of Ukraine State commission on securities and the stock market SOLVED 12 Laws of Ukraine:

1. Approve Regulations on procedure for maintaining registers of owners of personalized securities it (is applied).

2. Declare invalid the Regulations on procedure for maintaining registers of owners of personalized securities approved by the decision of State commission on securities and the stock market of 26.05.98 of N60.

3. To the registrars and issuers performing activities for maintaining own register of owners of personalized securities to bring the activities into accord with requirements of this Provision no later than year from the effective date of this decision, except for regulations of this Provision concerning availability of international security identification number in documents of system of the register on which requirements of Item 6 of the Section VII "Final provisions" of the Law of Ukraine "On securities and the stock market" expatiate.

4. To provide to the chief of staff of State commission on securities and the stock market M. Nepran:

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

the publication of this decision according to the current legislation.

5. Control over the implementation of this decision to assign to the member of the commission V. Petrenko.

 

Approved by the Decision of State commission on securities and the stock market of October 17, 2006 No. 1000

Regulations on procedure for maintaining registers of owners of personalized securities

This Provision is developed according to articles 3 and 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", Articles 6, 9 and 12 Laws of Ukraine "About National depositary system and features of electronic security circulation in Ukraine", article 47 of the Law of Ukraine "About securities and the stock market", the Law of Ukraine "About the prevention and counteraction of legalization (washing) of income gained in the criminal way" and other regulatory legal acts of Ukraine.

This Provision establishes requirements to maintaining system of the register of owners of personalized securities, procedure for maintaining the specified register, obligations of the registry holder, issuers and registered persons, procedure for information access containing in system of the register.

Action of this Provision extends to accounting of the property rights to the personalized securities (further - securities) issued in documentary form: shares, bonds of the companies, bonds of local loans, investment certificates, hypothecation certificates, certificates of fund of real estate transactions (further - the BACKGROUND), the option certificates registered according to the legislation of Ukraine.

Extends to the open joint stock companies created in the course of privatization and corporatisation, action of this Provision from registration date the issuer of release of nominal shares.

Action of this Provision extends to other issuers of personalized securities from acceptance date them decisions on issue of any kind of personalized securities.

Features of maintaining the register of owners of separate types of personalized securities are determined by the legislation.

Section I. General provisions

1. The main terms and concepts used in this Provision:

bank details - account number, organization of bank, its code (IFI);

balance of issue of securities in system of the register - condition of accounting of securities of one release in case of which the number of personalized securities which are considered on the issued account of the issuer shall equal to the total number of personalized securities of this release which are considered on personal accounts of the owners and the issuer opened in system of the register of this issuer, and the number of securities which are transferred to storage to other participants of depositary system, information on whom is considered on accounts of the nominee holder;

blocking of personalized securities - transaction of registry holder on the termination of registration of transition of the property right to the securities encumbered with the obligations limiting their address for certain term and/or before certain event;

the statement from the register - the document confirming entry in the register of owners of personalized securities of rather registered persons and personalized securities which are considered on their personal accounts;

date of accounting - date which is appointed by authorized body of the issuer or person (persons) who are appointed extraordinary is general meeting of the issuer, or public authority if the laws of Ukraine confer appropriate authority as of which it is necessary to constitute the register of owners of personalized securities in the form of the paper and/or electronic document;

activities for maintaining registers of owners of personalized securities (registratorsky activities) - professional activity in the stock market of securities which provides receipt of the license of State commission on securities and the stock market and includes collection, fixing, processing, storage and provision of the data constituting system of the register of owners of personalized securities, rather personalized securities, their issuers and owners, and also accomplishment of other functions determined by this Provision;

the registered person - the owner of personalized securities or the nominee holder addressed to whom in system of the register the personal account is opened;

the pawnbroker - physical person or legal entity addressed to which pledge of securities is drawn up;

security type - the additional qualification determining features concerning amount of the rights which are granted by such securities (simple or exclusive);

security form - the additional qualification of securities determining features concerning transition of the property rights to such securities (nominal or to bearer);

international security identification number (code of securities) - number (code) giving opportunity unambiguously to identify securities or other financial instrument and which assignment is provided by the laws of Ukraine;

corporate transactions - transactions of the issuer concerning placement, the redemption, repayment, converting, change of nominal cost, cancellation of personalized securities, payments of the income for personalized securities, transaction connected with reorganization and/or change of the size of the authorized capital;

legalization - provision of legal force to documents which were published in the territory of foreign state;

encumbrance of personalized securities by obligations - any restrictions on ownership, use or the order with personalized securities connected with conditions of inheritance, pledge, the judgments, etc.;

operational day of registry holder - the term determined by internal documents of registry holder, within the term which begins not later than the 10th o'clock in the morning and comes to an end not earlier than 16 hours of the same working day during which it performs transactions in system of the register and which shall constitute at least 6 hours;

personal account - the data set combined by single registration number in system of the register about face of the account holder, the quantity of the personalized securities registered on his name on releases, information on all changes of quantity of the specified securities, on the facts of their blocking;

the account of co-owners - the data set combined by single registration number in system of the register about persons - account holders, the quantity of the personalized securities registered on their name which are in joint property, on releases, information on all changes of quantity of the specified securities, on the facts of their blocking;

the register of owners of personalized securities (further - the register) - the list as of certain date of owners and nominee holders of personalized securities, information on whom is considered on their personal accounts which are component of system of the register and gives the chance to identify these owners / co-owners, quantity, nominal cost and type of the personalized securities belonging to them;

registry holder - the issuer having the license for maintaining the register of owners of the personalized securities issued by it or the registrar, the keeper of assets of institute of joint investment or the company on asset management of corporate investment fund of open type;

placement of securities - alienation of securities by the issuer or underwriter by the conclusion of the civil contract with the first owner;

system of the register of owners of personalized securities (further - system of the register) - the data set providing identification of the owners registered in this system, nominee holders and the issuer and also the personalized securities registered on their name, accounting of all changes of information of rather above-stated persons and securities, obtaining and provision of information to these persons and creation of the register of owners of personalized securities;

the certificate on immobilization of personalized securities - the document of depositary accounting which is issued by registry holder to depository institution and is confirmation of entering into system of the register of information on the securities immobilized in depository institution as the nominee holder for their subsequent accounting and the address in the form of accounting records on accounts in securities of their owners in systems of depositary accounting of keepers and in case of immobilization of securities in depositary - on accounts in securities of keepers in depositary;

the authorized person - physical person or legal entity to which the account holder confers powers on receipt of information from system of the register, to modification of system of the register, participation in general meetings of the issuer, receipt of the income on securities, etc. The amount of powers of the authorized person is determined by the power of attorney issued on his name by person addressed to whom the account, or other documents determined by the legislation is opened;

closing date of the register - date since which the registry holder is forbidden to enter the changes into the system of the register connected with transition of the property rights to securities, and in case of transfer of system of the register from one registry holder to another - carrying out any transactions in system of the register of owners of personalized securities, except the transactions determined by the legislation connected with the termination of conducting professional activity in the stock market - depository activity, namely depository activity of the keeper of securities and the termination of implementation of professional activity in the stock market - depository activity, namely depository activity of securities depository, and provision of information containing in system of the register. In case of approach of repayment period of bonds closing date of the register is start date of bond redemption. In case of transfer of system of the register from one registry holder to another closing date of the register is determined according to requirements of this Provision. In case of the termination of activities of joint-stock company by its liquidation or reorganization closing date of the register is receipt date to registry holder of the order from the authorized person of State commission on securities and the stock market about stop of security circulation. In case of cancellation of registration of share issues of joint-stock companies which are excluded from the Unified State Register of Legal Entities and physical persons - entrepreneurs closing date of the register is receipt date to registry holder of the order of the authorized person of State commission on securities and the stock market about cancellation of registration of issue of securities;

the representative on storage - the legal entity providing document storage of system of the register of the issuer without the right of introduction in it of changes in case of impossibility of implementation by registry holder of activities for maintaining registers of owners of personalized securities according to the requirements established by the legislation and in other cases provided by this Provision;

the adjusting transaction - the transaction in system of the register of owners of personalized securities performed in case of identification of mistakes in system of the register;

the document package is the established list of documents which are constituted in form and in content, with observance of the details corresponding to everyone and which are necessary for implementation of some actions and transactions according to certain regulatory legal acts of Ukraine which is constituted concerning one person or one account;

the copy - the document containing information identical to information on the document issued and which is drawn up according to requirements of the legislation of Ukraine and with which the legislation connects the origin, change or the termination of the rights and obligations of persons specified in this document (original). The copy shall be certified notarially or person who according to the legislation has the right to certify copies of documents and to whom the copy together with the original or the notarized copy is shown.

Other terms in this Provision are used according to the determinations established by the legislation of Ukraine.

2. The issuer of personalized securities has the right maintaining the register of owners of the securities issued by it to charge to the registrar by the conclusion of the contract for maintaining the register of owners of personalized securities. Transfer of system of the register is drawn up by the delivery-acceptance certificate. The registrar answers and performs maintaining system of the register from the moment of signing by the parties of the specified act. The delivery-acceptance certificate is signed by the authorized person of the issuer, the authorized person of registry holder and contains seals of the specified legal entities.

The decision on transfer of maintaining the register of owners of personalized securities is made by authorized body of the issuer. Terms of the contract on maintaining the register affirm general meeting or the supervisory (supervising) board according to the procedure, determined by the charter of the issuer. Before date of transmission of the register to the relevant registrar the issuer and the head of executive body bear responsibility for:

timely forming of system of the register;

untimely appointment of the registrar;

transfer of maintaining the register to it from the previous registrar.

Ensuring maintaining the register with the registrar is performed according to the contract between them in the presence the decision of authorized body of the issuer.

If in certain time the decision on transfer of maintaining the register to new registry holder cannot be made by general shareholder meeting to which competence the charter of joint-stock company carries the solution of the matter, the supervisory board of joint-stock company makes the decision on election of temporary registry holder and transfer of maintaining the register to it for up to decision making on election of new registry holder on the next general meeting, but not later, than in two-month time.

The decision on election of temporary registry holder and transfer of maintaining the register to it perhaps only in case:

excesses of the maximum number of owners of personalized securities for the organization of independent maintaining the register by the issuer;

impossibility of maintaining register of owners nominal valuable бумагпо to the judgment; in connection with acceptance by relevant organ of management of the registrar of the decision on the termination of activities concerning maintaining registers of owners of personalized securities, including in case of the termination of effective period of the license of the registrar without receipt of the new license; in connection with cancellation of action of the license for implementation of professional activity on share rynkedepozitarny activities, namely activities for maintaining the register of owners of personalized securities for the resolution on nalaganiye of the sanction for offense in the security market or to the decision of State commission on securities and the stock market;

termination unilaterally from the registrar of the agreement on maintaining the register of owners of personalized securities.

In other cases the temporary registry holder is forbidden to accept system of the register and to perform activities for maintaining the register of owners of personalized securities.

Features of maintaining the register of the open joint stock companies created in the course of privatization are determined by the legislation.

The registrar performs registratorsky activities according to regulatory legal acts of Ukraine and in the presence of the license for implementation of professional activity on share rynkedepozitarny activities, namely activities for maintaining the register of owners of personalized securities (further - the license of the registrar).

The company on asset management of institute of joint investment of open type independently keeps the register of owners of personalized securities of institute of joint investment according to the legislation.

The keeper of assets of institute of joint investment without receipt of the license of the registrar according to the legislation can keep the register of owners of personalized securities of institute of joint investment.

3. The registrar has no maintaining right the register of personalized securities which owner he is.

Section II. Functions of registry holder

1. Registratorsky activities provide accomplishment of the following functions by the registrar:

forming of system of the register by results of placement of release of personalized securities or its acceptance from the previous registry holder;

the maintaining system of the register including:

opening, maintaining and closing of the issued account, personal accounts of the issuer and registered persons;

maintaining the log books which are logging in the register;

accounting of the documents which are the basis for forming and modification of system of the register;

accounting of the issued, extinguished and lost certificates of personalized securities;

accounting of persons registered in system of the register;

maintaining registers of owners of personalized securities;

creation of registers of owners of personalized securities for date of accounting;

entering into system of the register of changes in connection with transition of the property right to personalized securities; burdening of securities obligations; introduction of information on the immobilized securities on (c) accounts (ов) nominee holders; transfer of securities on (c) the front account (a) of the issuer;

comparison of quantity of the securities placed by the issuer which are considered on the issued account, with the number of securities which are considered on personal accounts of the issuer and owners, and also the number of securities which were immobilized by their owners, information on whom contains on personal account of the nominee holder;

carrying out identification of persons for which in system of the register personal accounts are opened;

implementation of actions according to the legislation governing the relations in the field of the prevention of legalization (washing) of income gained in the criminal way when forming system of the register and entering changes into it in connection with transition of the property right to personalized securities;

modification concerning the issuer, registered persons authorized by them persons;

modification of system of the register based on implementation by the issuer of corporate transactions;

registration, issue and repayment of certificates of personalized securities;

issue of statements from the register;

the direction of the message to owners of personalized securities and to nominee holders about convocation of extraordinary meeting of joint-stock company and carrying out registration of participants of the meeting, including upon the demand of shareholders who own in total more, than 10 percent of votes;

making of actions concerning confirmation of authenticity of the signature of owners - physical persons (authorized persons of owners) on transfer orders;

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