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

of August 15, 2013 No. 1518

About approval of Requirements to the agreement on provision of the register of owners of personalized securities

According to Article 3, Item 38 parts two of Article 7, Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", Articles 14, of 21, "About depositary system of Ukraine" the National commission on securities and the stock market SOLVED 22 Laws of Ukraine:

1. Approve Requirements to the agreement on provision of the register of owners of personalized securities which are attached.

2. To provide to department of regulation of depository and settlement and clearing activity (I. Kurochkin) submission of this decision on state registration in the Ministry of Justice of Ukraine.

3. To provide to management of information technologies, external and internal communications (A. Zaik):

publication of this decision in the official printing publication of the Commission;

promulgation of this decision on the official site of the Commission according to the legislation.

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

5. Control over the implementation of this decision to assign to the member of the commission O. Tarasenko.

Approved by the Decision of the National commission on securities and the stock market of Ukraine of August 15, 2013 No. 1518

Requirements to the agreement on provision of the register of owners of personalized securities

І. General provisions

1. These Requirements extend to depository institutions, issuers and Central Securities Depository (further - the Central depositary) in case of the conclusion them agreements on provision of the register of owners of personalized securities (further - the Agreement), modification of it.

2. The agreement is signed between the issuer and person determined by the issuer (further - the Parties) which can be the Central depositary or depository institution (further - Certain person). Such Agreement can not be signed between the issuer and the Central depositary if Certain person elects the Central depositary and conditions and procedure for provision of the register are provided in the service agreement of issues of securities.

3. The terms of the contract limiting the issuer's rights in comparison with the rights established by the law are insignificant.

Any proposals of Certain person of the issuer on change of essential terms of the contract shall be performed in the terms established by the Agreement, way of the direction Certain person to the issuer of the notification by method which allows to establish date of sending such notification. Terms of the contract about provision to the issuer of offers on change of essential terms of the contract otherwise, than that which allows to establish date of sending the notification to such issuer without its written consent, are insignificant.

4. In all that it was not stipulated by the Parties in the Agreement, the Parties are guided by the legislation of Ukraine.

ІІ. Requirements to the Agreement

1. The agreement shall meet general requirements which are stipulated by the legislation Ukraine.

2. The agreement shall be constituted in the form of the single document signed by the parties or in electronic form according to the Laws of Ukraine "About electronic documents and electronic document management", "About electronic confidential services".

The agreement fastening can be determined by seals (in case of their use) by the written arrangement of the parties.".

3. In the Agreement shall be specified:

1) place, date of the conclusion of the Agreement and agreement number;

2) Agreement details of the parties - full names of the Parties, their codes on EGRPOU, bank details, details of documents according to which the Parties have the right to sign the Agreement and on the basis of the who are acted by agents of the parties;

3) the subject of the agreement - service concerning provision of the register of owners of personalized securities and other services according to the Laws of Ukraine "About depositary system of Ukraine", "About joint-stock companies", "About the capital markets and the organized goods markets".

By the agreement the right concerning provision by Certain person of additional services when holding general meeting can be caused (next or extraordinary) joint-stock company, in particular to perform functions of the registration commission or counting board, to perform for the issuer preparation and provision to it help and analytical materials which characterize the security market, consultation on questions of accounting and/or turnover of securities, or other services which are not prohibited by the legislation concerning the securities issued by the issuer and if Certain person is the depository institution, - also services concerning management of its account in the Central depositary;

4) information concerning cost and payment procedure of service (services);

5) method and procedure for exchange of information between the Parties. The form, content and terms of submission of information, and also method which will perform this representation are subject to approval by Agreement parties;

6) rights and obligations of the Parties;

7) responsibility of the parties, conditions under which the Parties are exempted from liability, and procedure for resolution of disputes;

8) duration of the agreement and other terms of the contract. Each of the Parties in case of failure to carry out, inadequate, untimely accomplishment of terms of the contract, liquidation of one of Agreement parties, impossibility of accomplishment of terms of the contract has the right ahead of schedule to terminate the Agreement, having in writing warned about it other Party in time, established by the Agreement;

9) the Agreement shall contain conditions concerning procedure for disclosure of information which according to the law belongs to information with limited access (information which is professional secrecy in the capital markets and the organized goods markets);

10) location and details of the parties;

11) other conditions which do not contradict the legislation.

4. Among obligations and the rights of the Parties it shall be specified:

1) Certain person shall:

provide the services provided by the Agreement it is high-quality also in the caused terms;

in case of circumstances which interfere with proper accomplishment of the obligations under the Agreement, immediately to report about it to the issuer;

in case of obtaining by Certain person which the depository institution is, from the issuer of the order about provision of the register of owners of personalized securities to provide to the Central depositary the order about creation of the register of owners of personalized securities of the corresponding issuer;

provide to the issuer the register of owners of personalized securities which was received from the Central depositary if Certain person is the depository institution;

provide to the issuer information concerning restrictions of the rights on securities (in the presence);

constitute the register of owners of personalized securities whose accounting according to the competence established by the Law of Ukraine "About depositary system of Ukraine" performs the Central depositary and to submit it to the issuer within certain term if Certain person is the Central depositary;

provide consultations on questions which arise at the issuer in connection with provision to him services, on the conditions provided by the Agreement;

provide taking measures to nondisclosure of information which contains in registers of owners of personalized securities, except the cases determined by the legislation;

provide to the issuer necessary information and the information which concern agreement performance;

inform the issuer on disclosure of confidential information (information which is professional secrecy in the capital markets and the organized goods markets) and on the fact of receipt of the requirement about provision of such information according to the legislation;

2) the issuer shall:

provide to Certain person properly drawn up order on provision of the register of owners of personalized securities with indication of date for which condition it is necessary to constitute such register (date of accounting);

provide necessary documents, stipulated by the legislation for realization by Certain person of functions under the Agreement;

provide information which is necessary and essential to this Agreement, including provide information to the Central depositary about person determined on provision to the issuer of the register of owners of personalized securities;

timely in writing to inform other Party on change of details;

observe the Time limit of the Central depositary;

pay services of Certain person in accordance with the terms and the terms provided by the Agreement and rates;

report to Certain person about the termination of economic activity or recognition of the issuer by the bankrupt;

provide to the Central depositary within 3 working days from the date of obtaining from the Central depositary or depository institution which is certain person, the register of owners of personalized securities constituted by the Central depositary for the notification of shareholders on holding general meetings of joint-stock company, information of rather legal entities who own stocks of the issuer and which are under its control, about the number of the stocks owned by them and depository institutions in which these shares on such accounts of legal entities are considered (for issuers - joint-stock companies);

3) Certain person has the right:

demand from the issuer of proper agreement performance;

demand from the issuer of provision of all documents necessary for accomplishment of functions of Certain person, in the terms established by the Agreement and/or internal documents of Certain person.

The right of Certain person to provide services to the issuer on the organization and holding general meeting (extraordinary general meeting) of the issuer can be caused by the agreement; accomplishment of function of the registration commission or counting board, implementation for the issuer of preparation and provision to it help and analytical materials which characterize the security market, consultation on questions of accounting and/or turnover of securities or other services which are not prohibited by the legislation concerning the securities issued by the issuer and if Certain person is the depository institution, also services concerning management of its account in the Central depositary;

4) the issuer has the right:

demand from Certain person of proper agreement performance;

receive the register of owners of personalized securities provided by Certain person;

receive services concerning the organization and ensuring holding general meeting (extraordinary general meeting) of the issuer;

receive data from Certain person on restriction of the rights on securities (in the presence);

obtain other necessary information which concerns the Agreement.

5. Other rights and obligations of the Parties which do not contradict these Requirements and the legislation can be established by the agreement.

ІІІ. Information on rates for services and procedure of payments for the provided services

1. The agreement shall contain information concerning the cost of services of Certain person or specifying on the fact that the issuer agrees with the rates established by Certain person at the time of the conclusion of the Agreement.

The agreement shall contain terms and method of the notice of the issuer Certain person about changes in rates for services of Certain person.

2. The agreement shall be signed exclusively in writing, be stated in the form of the single document signed by the parties in paper form or in the form of the electronic document according to the requirements determined by the Law of Ukraine "About electronic documents and electronic document management".

ІV. Confidentiality terms and storages of information

The agreement shall contain conditions concerning ensuring integrity, availability and confidentiality of information which according to the law belongs to information with limited access (information which is professional secrecy in the capital markets and the organized goods markets); procedure for access to such information; procedure for storage, responsibility for disclosure of information.

V. Responsibility of the parties

The Agreement shall contain scope of responsibility, conditions of its approach, condition of discharge.

The responsibility of the parties is specified in the Agreement according to the law.

VI. Duration of the agreement and other terms of the contract

1. In the Agreement date of the introduction in validity, the bases for change or agreement cancelation are specified.

2. In the Agreement it is specified that the Agreement is signed in two original copies, on one for each of the Parties.

3. Other conditions necessary for this agreement type.

                                                                     

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