2025-12-19 | 09/21/3404/К03Added · Updated
The National Commission for Securities and Stock Market approves a procedure for calculating the number of voting shares held by physical or legal persons under financial instruments specified in Article 29 of the Law of Ukraine "On Rating". The procedure mandates that persons calculate their holdings by multiplying the quantity of financial instruments by the underlying voting shares and report to the Authorized Rating Agency and the Commission when their aggregate stake crosses thresholds of 5, 10, 15, 20, 25, 30, 50, or 75 percent. This decision enters into force on January 1, 2026, or the day following its official publication, whichever is later.
NATIONAL COMMISSION FOR SECURITIES AND STOCK MARKET DECISION Kyiv On Approval of the Procedure for Calculating the Number of Voting Shares (Parts) Held by a Physical or Legal Person Under Financial Instruments Provided for in Part 10 of Article 29 of the Law of Ukraine "On Rating"
In accordance with paragraph 1 of part 3 of Article 2, paragraph 1 of part 1 of Article 7, Articles 29, 30 of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", and part 10 of Article 29 of the Law of Ukraine "On Rating"
The National Commission for Securities and Stock Market HAS DECIDED:
Approve the Procedure for Calculating the Number of Voting Shares (Parts) Held by a Physical or Legal Person Under Financial Instruments Provided for in Part 10 of Article 29 of the Law of Ukraine "On Rating", which is attached.
The Department of Methodology shall ensure the submission of this decision for state registration to the Ministry of Justice of Ukraine.
The Administration of Administrative Activities shall ensure the publication of this decision on the official website of the National Commission for Securities and Stock Market.
The Department of Legal Development, after the state registration of the decision by the Ministry of Justice of Ukraine, shall ensure the publication of this decision on the official website of the National Commission for Securities and Stock Market.
This decision enters into force on January 1, 2026, but no earlier than the day following the day of its official publication.
Control over the implementation of this decision shall be entrusted to a member of the National Commission for Securities and Stock Market Ya. Shlyakhov.
Chairman of the Commission Ruslan MAGOMEDOV
Protocol of the Commission meeting of 19.12.2025 No. 117
APPROVED Decision of the National Commission for Securities and Stock Market . 2025 No. ______
Procedure for calculating the number of voting shares (parts) held by a physical or legal person under financial instruments provided for in part 10 of Article 29 of the Law of Ukraine "On Rating"
This Procedure establishes the procedure for calculating the number of voting shares (parts) held by a physical or legal person (hereinafter – the Person) under: financial instruments that on the date of their exercise grant their owner the right to acquire voting shares (parts) of an authorized rating agency (hereinafter – ARA) through their physical delivery; financial instruments not provided for in the second paragraph of this point, which have a similar economic nature to them, but do not provide for physical delivery of shares (parts) of the ARA.
The requirements of this Procedure apply exclusively to voting shares (parts) of the ARA.
A Person may acquire voting shares (parts) of one ARA under financial instruments. An approximate (non-exclusive) list of financial instruments provided for in part 10 of Article 29 of the Law of Ukraine "On Rating" is published on the official website of the NSCSE.
This Procedure does not apply to financial instruments that on the date of their exercise grant their owner the right to acquire voting shares of additional issuance.
The calculation of the number of voting shares (parts) of the ARA held by a Person under financial instruments is carried out by the Person independently in accordance with the requirements of this Procedure from the date of acquisition of ownership rights to such financial instruments, by multiplying the quantity of such financial instruments by the number of voting shares (parts) of each separate ARA, which are the underlying asset of such a financial instrument.
When calculating the total package of voting shares (parts) of the ARA, the number of voting shares (parts) of the ARA held by the Person on the right of ownership is added to the number of voting shares (parts) of the ARA held by such Person and which are the underlying asset of each separate financial instrument.
A Person who acquires or disposes of financial instruments (becomes or ceases to be a party to a contract), if as a result of such acquisition or disposal the total package of voting shares (parts) of the ARA increases, decreases, or equals the threshold value of 5, 10, 15, 20, 25, 30, 50, 75 percent of voting shares (parts), must notify the ARA of the change in the threshold value of the package of voting shares (parts) of such ARA.
As a result of calculating the total package of voting shares (parts), a physical or legal person who acquires or disposes of a package of voting shares (parts) of the ARA exceeding the threshold values provided for in point 7 of this Procedure, prepares a notification of acquisition or disposal of a package of shares (parts) of the ARA in the form established by a regulatory legal act of the NSCSE (hereinafter – Notification), which is submitted to the ARA and simultaneously to the NSCSE within the time limit established by legislation.
Control over the calculation of the number of voting shares (parts) of the ARA held by a Person under financial instruments provided for in part 10 of Article 29 of the Law of Ukraine "On Rating" and the submission of the Notification by a Person who acquires or disposes of a package of voting shares (parts) of the ARA exceeding the threshold values is carried out by the NSCSE.
Director of the Department of Methodology Maxim TYMOKHIN
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