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

of December 30, 2009 No. 1639

About approval of the Regulations on order of registration of release (releases) of shares under organization of joint-stock companies

According to Items 1, of 3, 5 parts two of article 7 of the Law of Ukraine "About state regulation of the security market in Ukraine", Articles 6, of 28, of 29, of 32, 35 Laws of Ukraine "About securities and the stock market", Articles 9 - 13 Laws of Ukraine "About joint-stock companies" and other legal acts, for the purpose of reduction of regulatory legal acts of State commission on securities and the stock market in compliance with the Law of Ukraine "About joint-stock companies" State commission on securities and the stock market SOLVED:

1. Approve Regulations on order of registration of release (releases) of shares under organization of joint-stock companies which is applied.

2. Declare invalid the decision of State commission on securities and the stock market of 15.03.2007 No. 487 "About approval of the Regulations on share issue order of registration during creation of joint-stock companies", registered in the Ministry of Justice of Ukraine 10.04.2007 for No. 325/13592, except subitems 1.5. 10, 1.5.11 Items 1. 5, Items 1. 7, 1.9 - 1.11 Chapters 1, Chapter 3 of the Regulations on share issue order of registration during the creation of joint-stock companies approved by this decision, appendices 2, of 4, 5 to this Provision which void from 01.05.2011.

3. The issuers who made the decision on the closed (private) share placing among founders and performed registration of share issue in State commission on securities and the stock market before entry into force of the Law of Ukraine "About joint-stock companies" can submit documents for registration of the report on results of the closed (private) share placing according to requirements of the Regulations on share issue order of registration during the creation of joint-stock companies approved by the decision of State commission on securities and the stock market of 15.03.2007 No. 487, registered in the Ministry of Justice of Ukraine 10.04.2007 for No. 325/13592.

4. This decision becomes effective in 10 days after state registration in the Ministry of Justice of Ukraine.

5. From 29.10.2010 void:

the subitem "g" of subitem 4.1 of item 4 of Chapter 1 of the Regulations on order of registration of the release (releases) of shares under organization of joint-stock companies approved by this decision regarding election of the registrar with which the agreement on maintaining the register of owners of personalized securities will be signed;

subitem 4.6 of item 4 of Chapter 1 of the Regulations on order of registration of the release (releases) of shares under organization of joint-stock companies approved by this decision regarding the conclusion with the registrar of the agreement on maintaining the register of owners of personalized securities;

subitem 4.7 of item 4 of Chapter 1 of the Regulations on order of registration of the release (releases) of shares under organization of joint-stock companies approved by this decision regarding production of forms of share certificates (in case of share placing in documentary form of existence);

Item 13 of Chapter 1 of the Regulations on order of registration of the release (releases) of shares under organization of joint-stock companies approved by this decision regarding the conclusion with the registrar of the agreement on maintaining the register of owners of personalized securities and production of share certificates (in case of share placing in documentary form of existence);

paragraph two of subitem 7.3 of Item 7 of Chapter 2 of the Regulations on order of registration of the release (releases) of shares under organization of joint-stock companies approved by this decision, regarding certification of the report on results of the closed (private) share placing by the sign and seal of the registrar with which the issuer signed the agreement on maintaining the register of owners of personalized securities (in case of share placing in documentary form of existence).

6. To provide to department of the corporate relations provision of this decision on state registration in the Ministry of Justice of Ukraine.

7. To provide to management of organizational support of work of the Commission chairman and international backgrounds publication of this decision according to requirements of the legislation of Ukraine.

8. I reserve control over the implementation of this decision.

The minutes of the Commission of December 30, 2009 No. 56

Approved by the Decision of State commission on securities and the stock market of Ukriana of December 30, 2009 No. 1639

Regulations on order of registration of release (releases) of shares under organization of joint-stock companies

1. General provisions

1. This Provision establishes terms and order of registration the National commission on securities and the stock market (daleekomissiya) of release (releases) of shares during creation of public and private joint-stock companies, the list of the documents necessary for registration of release (releases) of shares, the report on results of the closed (private) share placing, procedure for refusal in registration, and also requirements to contents of the protocol of the decision on share placing, requirements to document creation which move on registration.

2. Action of this provision extends to public joint stock companies and private joint-stock companies (further societies) which are created by organization, except institutes of joint investment.

Action of this provision does not extend to cases of registration of release (releases) of shares of societies which are created by merge, accession, separation, allocation and transformation of the legal entity (persons), and also societies which are created in the course of privatization and corporatisation.

3. During creation of society of its share are subject to the closed (private) placement only among founders.

4. Creation of society is performed on the following stages:

4.1. Holding meeting of founders on which decisions are made about:

a) creation of society;

b) determination of the authorized person (persons) of the founder (founders) (surname, name and middle name - for physical person; the name, identification code under the Unified State Register of Legal Entities and physical persons - entrepreneurs (daleeidentifikatsionny code on EGRPOU), the location and phone numbers/fax / - for the legal entity) to which (which) powers are conferred to perform the actions connected with creation of society (in case of need);

c) the closed (private) share placing which is drawn up by the protocol according to requirements of subitem 1.2 of Item 1 of Chapter 2 of this Provision;

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