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

of April 9, 2013 No. 520

About approval of the Procedure of issue and registration of share issue of joint-stock companies which are created by merge, the Section, allocation or transformation or to which accession is performed

According to Articles 104-109 of the Civil code of Ukraine, Items 1, 3 parts two of Article 7, Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", article 19 of the Law of Ukraine "About economic societies", Articles 80 - 86 Laws of Ukraine "About joint-stock companies", for the purpose of establishment of procedure for share issue in case of merge, accession, the Section, allocation, transformation of societies the National commission on securities and the stock market SOLVED:

1. Approve the Procedure of issue and registration of share issue of joint-stock companies which are created by merge, the Section, allocation or transformation or to which accession which is applied is performed.

2. Declare invalid the decision of State commission on securities and the stock market of December 30, 1998 No. 221 "About approval of the Regulations on order of registration of share issue and information on their issue during reorganization of societies", registered in the Ministry of Justice of Ukraine on March 04, 1999 for No. 137/3430 (with changes).

3. And corporate finances (A. Papaik) to provide to corporate management department provision of this decision on state registration in the Ministry of Justice of Ukraine.

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

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

6. Control over the implementation of this decision to assign to the member of the National commission on securities and the stock market A. Amelin.

Approved by the Decision of the National commission on securities and the stock market of Ukraine of April 9, 2013, No. 520

Procedure of issue and registration of share issue of joint-stock companies which are created by merge, the Section, allocation or transformation or to which accession is performed

І. General provisions

1. This Procedure determines:

procedure of share issue of joint-stock companies which are created by merge, separation, allocation or transformation, and also joint-stock companies to which accession is performed;

order of registration of share issues of joint-stock companies which are created by merge, separation, allocation or transformation, and also joint-stock companies to which accession is performed;

procedure for stop of the circulation of shares of joint-stock companies which stop in connection with their merge, separation, accession or from which allocation is performed.

Registration of share issue, registration of the report on results of placement (exchange) of shares, stops of the circulation of shares, renewals of the circulation of shares, cancellations of registration of share issue are performed by the National commission on securities and the stock market (further - the Commission).

2. Banks apply this Procedure taking into account requirements of the Law of Ukraine "About banks and banking activity" and regulatory legal acts of the National Bank of Ukraine.

3. In this Procedure the term "entrepreneurial societies" is used in value economic societies (except joint-stock companies) and production cooperatives.

4. The joint-stock company which made the decision on the termination by merge, accession, separation, joint-stock company to which there is accession joint-stock company from which allocation is performed shall perform the redemption of common shares from shareholders, require it, according to the procedure, determined by the Law of Ukraine "About joint-stock companies".

No later than ten working days after holding general meeting of joint-stock company on which the decision which became the basis for the requirement of obligatory share repurchase was made personal written messages on right to claim of obligatory share repurchase, belonging to the shareholder are sent to the shareholders included in the list of the shareholders having the right to require implementation of the obligatory redemption of the stocks owned by them.

5. Authorized (share, share) the capital of joint-stock (entrepreneurial) company for decision date about merge, accession, the Section, allocation or transformation, shall be completely paid and distributed between its shareholders (participants, members).

6. The joint-stock company makes the decision relatively:

the terminations by merge, separations or accessions;

allocations;

accessions of other joint-stock company

on condition of registration of the report on results of public or private placement of shares and/or issue of the certificate about

registration of the previous share issue.

Registration of share issue is performed by the Commission only on condition of registration of the report on results public or

private placement of shares and/or issue of the registration certificate of the previous share issue.

7. For registration of share issue, the report on results of placement (exchange) of shares, stop/renewal of the circulation of shares the applicant files the documents determined by this Procedure (if the data containing in them are not introduced in the relevant information bases in sufficient amount).

The impress of a seal is optional detail of any of documents which submission to body of registration is provided by this Procedure. Copies of documents which submission to body of registration is provided by this Procedure are considered certified in accordance with the established procedure if on such copies the authorized signature of the subject of managing is put down.

8. The shares placed by joint-stock company which stops by merge, accession undressed or are converted by joint-stock company from which allocation is performed into shares of joint-stock society (societies) - the legal successor(s).

Common shares can be converted into common shares and convertings in preferred shares are not subject.

Preferred shares can be converted into preferred shares of this or other class, common shares.

Shares (shares) of entrepreneurial society which stops by merge of accession, separations, transformations or from which allocation of joint-stock company is performed are converted into common shares of joint-stock society (societies) - the legal successor(s).

9. Accession is the termination of joint-stock company (several joint-stock companies) or entrepreneurial society (several entrepreneurial societies) with transfer by it (them) according to the transfer act of all the property, the rights and obligations to other joint-stock obshchestvupravopreemnik.

The joint-stock company can join only joint-stock company.

In case of accession of several societies the joint-stock company can take part in accession only together with joint-stock company.

Shares of joint-stock companies which stop by accession are converted into shares of joint-stock society legal successor.

Shares (shares) of entrepreneurial societies which stop by accession are converted into shares of joint-stock society legal successor and are placed among members (members) of entrepreneurial societies which stop by accession.

Placement (exchange) of shares of joint-stock company to which accession of joint-stock (entrepreneurial) company (societies) is performed is performed by converting of shares (shares, shares) joint-stock (entrepreneurial) company (societies) which stops (yutsyatsya) as a result of accession, in the share of joint-stock company to which it is performed accessions which are issued by such society for this purpose, and their distributions between shareholders (participants, members) of joint-stock (entrepreneurial) company (societies) which stops (yutsyatsya) by accession.

Shares of society legal successor are distributed among all shareholders (participants, members) of joint-stock (entrepreneurial) company (societies) who are shareholders (share, shares), which are subject to converting.

Converting of shares (shares, shares) joint-stock (entrepreneurial) companies which join, in the share of joint-stock company to which there is accession shall happen according to the procedure and on coefficient (coefficients) of converting of shares determined in the Treaty of Accession.

Convertings are not subject:

shares (shares, shares) of joint-stock (entrepreneurial) company which joins, redeemed by this society;

shares of joint-stock company which joins which owners are the shareholders who addressed joint-stock company with the requirement about the obligatory redemption of the shares ought to them and having such right;

shares (shares, shares) of joint-stock (entrepreneurial) companies which join which owner is the joint-stock company to which accession is performed;

shares (shares, shares) of joint-stock (entrepreneurial) companies which join which owner is other joining joint-stock (entrepreneurial) company;

shares of joint-stock company to which accession which owner was joining joint-stock (entrepreneurial) company is performed.

The coefficient of converting of shares is determined as ratio of par value per share of joint-stock company which stops by accession, to par value per share of society legal successor.

If several joint-stock companies join, the coefficient of converting of shares is calculated on each of such societies separately.

The number of shares of society legal successor which is received by each shareholder who is taking part in distribution of such shares is determined by multiplication of number of the shares of society ought to it which stops by accession, on converting coefficient. If the shareholder is the owner of at the same time common and preferred shares of society which stops by accession, the number of shares which the shareholder shall receive in case of distribution of shares of society legal successor is determined separately by each type (class) of the shares of society ought to it which stops by accession (if preferred shares of the joining society are converted into preferred shares of society legal successor).

The number of shares of society legal successor which is received by each member (member) of entrepreneurial society which stops by accession taking part in distribution of such shares, is determined by division of total cost of shares (shares) belonging to this participant (member) in authorized (share, share) the capital of the entrepreneurial society stopping by accession on par value per share of society legal successor.

General share par value of joint-stock society legal successor which are received by each of shareholders (participants, members) of the joint-stock (entrepreneurial) company stopping by accession shall be equal general share par value (the size of share, share) which belonged to this shareholder (the participant, the member) in authorized (share, share) the capital of joint-stock (entrepreneurial) society (societies) which stops (yutsyatsya) by accession.

Share issue for the purpose of converting of shares (shares, shares) joint-stock (entrepreneurial) company (societies) which stops (yutsyatsya) as a result of accession, in the share of society legal successor it is performed on the amount equal to general share par value of society legal successor which shareholders shall receive (participants, members) of society (societies) which stops (yutsyatsya) by accession.

The size of the authorized capital of joint-stock society legal successor equals to the amount of the size of the authorized capital of this society before accession (without general share par value, not subject to converting) and general share par value, issued for the purpose of converting.

10. Merge emergence of new joint-stock obshchestvapravopreemnik with transfer is recognized to it according to transfer acts of all property, all rights and obligations of two or more joint-stock (entrepreneurial) companies along with their termination.

The joint-stock company can take part in merge only to other joint-stock company.

Shares (shares, shares) of joint-stock (entrepreneurial) companies which stop by merge are converted into shares of joint-stock obshchestvapravopreemnik and are placed among shareholders (participants, members) of the entrepreneurial societies stopping by merge.

Placement (exchange) of shares of the joint-stock company which is created by merge of joint-stock (entrepreneurial) companies is performed by converting of shares (shares, shares) the joint-stock (entrepreneurial) companies stopping as a result of merge in the share of the joint-stock company which is created by merge which are issued by such society for this purpose, and their distributions between shareholders (participants, members) of the joint-stock (entrepreneurial) companies stopping by merge.

Shares of society legal successor are distributed among all shareholders (participants, members) of joint-stock (entrepreneurial) companies who are shareholders (share, shares), subject to converting.

Converting of shares (shares, shares) the joint-stock (entrepreneurial) companies stopping by merge in the share of joint-stock company which is created as a result of the termination by merge shall happen according to the procedure and on coefficient (coefficients) of converting of shares determined in the agreement on merge.

Convertings are not subject:

shares (shares, shares) of the joint-stock (entrepreneurial) company stopping as a result of merge which were redeemed by this society;

shares of the joint-stock companies which are taking part in merge which owners are the shareholders who addressed joint-stock company with the requirement about the obligatory redemption of the shares ought to them and having such right;

shares (shares, shares) of the joint-stock (entrepreneurial) company stopping as a result of merge which owner is the society which is taking part in merge together with the specified society.

The coefficient of converting is determined as ratio of par value per share of joint-stock company which stops by merge, to par value per share of society legal successor.

The coefficient of converting is calculated separately on each of the societies stopping by merge.

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