On Approval of the Procedure for Authorization of Rating Agencies and Maintenance of the Register of Authorized Rating Agencies

NATIONAL COMMISSION FOR SECURITIES AND STOCK MARKET DECISION Kyiv On Approval of the Procedure for Authorization of a Rating Agency and Maintenance of the Register of Authorized Rating Agencies

In accordance with paragraph 1 of part one of Article 7 of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", the Law of Ukraine "On Ratinging", with the aim of improving regulatory legal acts, The National Commission for Securities and Stock Market HAS DECIDED:

1. Approve the Procedure for Authorization of a Rating Agency and Maintenance of the Register of Authorized Rating Agencies, attached hereto.

2. Consider that as of January 1, 2026, rating agencies that were included in the State Register of Authorized Rating Agencies as of January 1, 2026, acquired the status of authorized rating agencies and were included in the Register of Authorized Rating Agencies.

3. For rating agencies specified in paragraph 2 of this Decision:

1. bring their activities into compliance with the requirements of the Law of Ukraine "On Ratinging" and regulatory legal acts of the National Commission for Securities and Stock Market (NSSMC) within 2026;
2. submit to the NSSMC via official communication channels the internal documents provided for by this Procedure for Authorization of a Rating Agency and Maintenance of the Register of Authorized Rating Agencies by January 1, 2027.

4. The Department of Methodology shall ensure submission of this Decision for state registration to the Ministry of Justice of Ukraine.

5. The Administration of Administrative Activities shall ensure publication of this Decision on the official website of the National Commission for Securities and Stock Market.

6. The Department of Legal Development, after state registration of the Decision by the Ministry of Justice of Ukraine, shall ensure publication of this Decision on the official website of the National Commission for Securities and Stock Market.

7. This Decision enters into force on January 1, 2026, but no earlier than the day following the day of its official publication.

8. Control over the implementation of this Decision shall be vested in a member of the National Commission for Securities and Stock Market, Ya. Shliakhov.

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 _____________________ No. _______

Procedure for Authorization of a Rating Agency and Maintenance of the Register of Authorized Rating Agencies

I. General Provisions

1. This Procedure establishes requirements for rating agencies, including those forming a group of rating agencies, foreign rating agencies intending to conduct activities to determine public credit and sovereign ratings in Ukraine (hereinafter – credit ratings), the procedure for NSSMC authorization of such rating agencies, their inclusion in the Register of Authorized Rating Agencies (hereinafter – ARA Register), withdrawal of authorization, as well as the procedure for NSSMC maintenance of the ARA Register.

2. The following terms are used in this Procedure in the following meanings:

1. authorization of a rating agency – the process of confirming the compliance of a rating agency with the requirements for an authorized rating agency;
2. applicant – a rating agency, including a foreign rating agency, or an entity authorized by the rating agency(s) of a group of rating agencies, that submits an application to the NSSMC for inclusion in the ARA Register and documents provided for by this Procedure;
3. CIS – Complex Information and Communication System of the NSSMC;
4. persons performing management functions in a rating agency (hereinafter – person performing management functions) – a person exercising the powers of the sole executive body, the head and members of the collegial executive body of a rating agency, the head and members of the supervisory board of a rating agency, the head and members of the board of directors of a rating agency;
5. personnel – rating analysts of an ARA, including lead rating analysts, other employees and any other physical persons of an ARA who are directly involved in the rating activities of such ARA;
6. registration actions – actions of the creator of register information (hereinafter – creator) in the ARA Register regarding the entry of register data provided for by this Procedure and their update;
7. authorized person of the applicant – a physical person who, in accordance with the charter or other internal document of the applicant, is authorized to perform on behalf of the applicant the actions necessary for the inclusion of a rating agency / rating agency of a group of rating agencies in the ARA Register.

The term "specialized legislation" is used in this Procedure in the meaning provided for in the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets". The terms "authorized rating agency", "business reputation", "official communication channel" are used in this Procedure in the meaning provided for in the Law of Ukraine "On Capital Markets and Organized Commodity Markets". The term "creator" is used in this Procedure in the meaning provided for in the Law of Ukraine "On Public Electronic Registers". Other terms are used in this Procedure in accordance with the Law of Ukraine "On Ratinging" (hereinafter – the Law).

3. A rating agency, including a foreign one, acquires the status of an ARA from the date of its inclusion in the ARA Register and receipt of a certificate of inclusion in the ARA Register, in accordance with the requirements of this Procedure.

4. An ARA, its official, a rating analyst (lead rating analyst) and any other legal or physical person directly involved in rating activities cannot be a person who meets at least one of the following criteria:

1. a physical person who is a citizen of a state carrying out armed aggression against Ukraine in the meaning provided for in Article 1 of the Law of Ukraine "On Defense of Ukraine" (hereinafter in this part – aggressor state), or whose permanent residence (stay, registration) is in an aggressor state. The provisions of this paragraph do not apply to physical persons residing in Ukraine on legal grounds and/or who have been granted the status of a combatant after April 14, 2014;
2. a legal entity created and registered in accordance with the legislation of an aggressor state;
3. a legal entity created and registered in accordance with the legislation of Ukraine, the ultimate beneficial owner, member or participant (shareholder) of which is an aggressor state and/or a person specified in sub-paragraphs 1 or 2 of this paragraph;
4. a person to whom special economic and other restrictive measures (sanctions) have been applied in accordance with the Law of Ukraine "On Sanctions";
5. a person included in the list of persons associated with terrorist activities or to whom international sanctions have been applied;
6. a legal entity, the information about all ultimate beneficial owners of which is not disclosed, registered in a state (on the territory) classified by the Cabinet of Ministers of Ukraine as an offshore zone;
7. a legal entity, the information about ultimate beneficial owners of which is not disclosed in accordance with the requirements of the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs and Public Formations";
8. a legal entity registered in accordance with the legislation of a state included by the Financial Action Task Force (FATF) in the list of states not cooperating in the field of countering money laundering from criminal proceeds, as well as a legal entity, 50 or more percent of the charter capital of which directly or indirectly belongs to such a person.

5. A rating agency for determining credit ratings, as well as throughout the entire period of conducting such activities in the status of an ARA, must comply with the requirements defined by the Law, this Procedure and other regulatory legal acts of the NSSMC. At least one of the rating agencies forming a group of rating agencies must comply with the requirements of parts one, four to six, ten to fourteen of Article 13, parts one, four, five of Article 14 and part five of Article 16 of the Law. Requirements for the activities of a foreign rating agency authorized in accordance with Section IV of this Procedure on the basis of a notification are determined by the legislation of the country of registration of its head office.

II. Requirements for ARAs

1. Organizational Requirements

2. An ARA must function exclusively in the form of a joint-stock company, a limited liability company or a company with additional liability.

3. The corporate governance system of an ARA must comply with the requirements of the Law and the procedure and conditions for conducting rating activities defined by the NSSMC.

4. Features of corporate governance, organizational structure of an ARA, distribution of functions, powers and subordination, standard operating procedures for corporate governance and organization of ARA activities are defined in the charter and internal documents of the ARA.

5. An ARA must develop, define in internal documents and introduce adequate internal policies and procedures that provide for compliance of such policies and procedures with the organizational structure, requirements of the Law, features of ARA activities, nature and volume of operations carried out by it during rating activities, number of subdivisions and personnel, as well as risks inherent in ARA activities and other conditions under which the ARA operates.

6. Ownership Structure Requirements

7. The ownership structure of an ARA is disclosed and submitted to the NSSMC in accordance with Chapter 1 of Section III of the Regulation on the Ownership Structure of Legal Entities, Procedure and Conditions for Obtaining Approval of the National Commission for Securities and Stock Market for Significant Participation in Professional Participants of Capital Markets and Organized Commodity Markets, approved by Decision of the NSSMC dated November 14, 2025 No. 09/21/3187/K03, registered in the Ministry of Justice of Ukraine on November 28, 2025 under No. 1785/4519 (hereinafter – Regulation on Structure), regarding the person(s) acting jointly who own(s) a package of shares (parts) in an amount equal to or greater than the threshold values of 5, 10, 15, 20, 25, 30, 50, 75 percent of voting shares (parts).

8. Shareholders (participants) of an ARA who own 5 or more percent of voting shares (parts) or voting rights in this rating agency or in a legal entity that is directly or indirectly controlled by the rating agency or controls the rating agency, are prohibited from:

1. owning a package of voting shares (parts) that is greater than or equal to the 5 percent threshold of any other ARA;
2. having the right or authority to exercise voting rights over a package of voting shares (parts) that is greater than or equal to the 5 percent threshold of any other ARA;
3. having the right or authority to appoint or dismiss members of the body responsible for supervision or the executive body of any other ARA;
4. being a member of the executive body or the body responsible for supervision of any other ARA;
5. exercising or having the authority to exercise control or decisive influence on any other ARA.

The prohibition provided for in this paragraph does not apply to cases of ownership of a share in the assets of a diversified collective investment institution, a non-state pension fund or a legal entity – an insurer that has received a license to conduct insurance activities that entitles it to conduct insurance activities in the class of life insurance.

12. The ownership structure of an ARA for the purposes of this Procedure must be transparent.

13. The ownership structure of an ARA is considered transparent provided that the following requirements are met simultaneously:

1. the ownership structure discloses information regarding the system of interactions of all legal and physical persons in the ownership structure and allows determining: all key participants and controllers of each legal entity (except public companies) existing in the chain of ownership of corporate rights of the rating agency; the ultimate beneficial owner of the rating agency and all its shareholders (participants) who own 5 or more percent of voting shares (parts) or voting rights; control relationships between all specified persons;
2. the ownership structure of an ARA does not include: shareholders (participants) subject to restrictions established by sub-paragraphs 1-5 of paragraph 11 of this Procedure; legal entities created in accordance with the legislation of a state and/or are residents of a state carrying out armed aggression against Ukraine; persons to whom or to the officials of whom sanctions have been applied in accordance with the Law of Ukraine "On Sanctions"; persons who or whose officials are included in the list of persons associated with terrorist activities or to whom international sanctions have been applied; persons to whom or to the officials of whom sanctions have been applied in accordance with resolutions of the UN Security Council, other international organizations, decisions of the European Union Council, other intergovernmental associations, members (participants) of which is Ukraine, which provide for restrictions or bans on trade and/or financial operations; persons who are citizens (subjects) of a state carrying out armed aggression against Ukraine and/or persons whose permanent residence (stay, registration) is in a state carrying out armed aggression against Ukraine (except persons residing in Ukraine on legal grounds); persons who do not meet the requirements established for them by legislation; persons controlled by persons specified in this sub-paragraph or having such persons among their owners.

14. Regarding any changes in the threshold value of the package of shares (parts) specified in paragraph 10 of this Procedure, owned by a shareholder (participant) of a rating agency, including as a result of increasing or decreasing the charter capital of such rating agency, such shareholder (participant) must notify the ARA and the NSSMC in the manner established by the NSSMC.

15. Requirements for a Person Performing Management Functions, an Official of the Compliance Subdivision (Compliance Manager), a Person Responsible for Performing the Review Function

16. A person performing management functions must meet the following requirements regarding business reputation:

1. the person must have impeccable business reputation in the meaning of the Law of Ukraine "On Prevention and Countering the Legalization (Money Laundering) of Income Obtained by Criminal Means, Financing of Terrorism and Financing of Proliferation of Weapons of Mass Destruction" (the presence of the sign is established for the last three calendar years preceding the assessment of the person's business reputation);
2. there are no facts of termination of powers (dismissal) of the person or their transfer to another position if it was preceded by a requirement of a relevant state body, including an authorized body of a foreign country, to replace this person in the position due to improper performance of their official duties, which led to the legal entity violating legislative requirements (except in cases where the person was dismissed due to refusal to approve the person for the position of head or official of the internal control system) (the presence of the sign is established for the last three calendar years preceding the assessment of the person's business reputation);
3. the person was not dismissed from work (including from work in foreign legal entities) during the last five years for systematic or single gross violation of their official duties and/or labor discipline rules, violation of anti-corruption legislation, commission of embezzlement, abuse of power/official position or other offense (when working in legal entities – residents of Ukraine – dismissal on the basis of paragraphs 3, 4, 7, 8 of part one of Article 40, paragraphs 1, 11, 2, 3 of part one of Article 41, paragraph nine of part one of Article 431 and Article 45 of the Code of Laws on Labor of Ukraine, as well as on the grounds defined by part five of Article 66 of the Law of Ukraine "On State Service");
4. there are no facts established by a relevant state body of the person providing directly or through third parties false information about themselves to a state body, which influenced or could have influenced the adoption of a decision by such state body (applied for three years from the date of providing such information);
5. there are no facts of holding the position of a person performing management functions or an official of the internal control system of an ARA (or temporary performance of duties in the position) for more than six months during the year preceding the date of the decision to declare such ARA bankrupt or the issuance of an NSSMC resolution on withdrawal of authorization of an ARA and exclusion of an ARA from the ARA Register on the grounds provided for by sub-paragraphs 2 – 6 of paragraph 46 of this Procedure;
6. the person did not have the opportunity, regardless of holding positions in an ARA, to give mandatory instructions or otherwise determine or significantly influence the actions of such ARA as of any date during the year preceding the date of the decision to declare such ARA bankrupt or the issuance of an NSSMC resolution on withdrawal of authorization of an ARA and exclusion of an ARA from the ARA Register on the grounds provided for by sub-paragraphs 2 – 6 of paragraph 46 of this Procedure;
7. there are no facts of holding the position of a person performing management functions or an official of the internal control system of a foreign rating agency for more than six months during the year preceding the adoption of a decision by the authorized body of the corresponding country on withdrawal of authorization for committing an offense in the rating market;
8. the person did not have the opportunity, regardless of holding positions, to give mandatory instructions or otherwise determine or significantly influence the actions of a foreign rating agency as of any date during the year preceding the adoption of a decision by the authorized body of the corresponding country on withdrawal of authorization for committing an offense in the rating market;
9. there are no facts of violation of banking and currency legislation, legislation in the field of financial services, legislation in the field of prevention and countering the legalization (money laundering) of income obtained by criminal means, financing of terrorism and financing of proliferation of weapons of mass destruction, legislation on joint-stock companies, legislation on consumer protection rights, which occurred due to the fault of a physical person or a legal entity of which such person was an employee, as a result of their action or inaction and caused material damage to the legitimate rights and interests of other persons, as well as gross or systematic violations in capital markets and organized commodity markets;
10. there are no facts of non-compliance of the person's activities with requirements for business practices and/or professional ethics;
11. personal economic and other restrictive measures (sanctions) have not been applied to the person in accordance with resolutions of the UN Security Council, other international organizations, decisions of the European Union Council, other intergovernmental associations, members (participants) of which is Ukraine, which provide for restrictions or bans on trade and/or financial operations, bodies of foreign states (except states carrying out armed aggression against Ukraine in the meaning provided for in Article 1 of the Law of Ukraine "On Defense of Ukraine") or Ukraine (for the purposes of this paragraph, a person is considered to be one to whom such measures were not applied if three years have passed since their cancellation);
12. the person is not included in the established legislative order to the list of persons associated with terrorist activities or to whom international sanctions have been applied;
13. there are no facts of the person holding a position (performing duties in positions) for which approval of appointment by relevant state bodies is required by legislation;
14. the person has not been deprived in the established legislative order of the right to hold certain positions or engage in certain activities (for the purposes of this paragraph, a person is considered not to have been deprived of the right to hold certain positions or engage in certain activities after the expiration of the term for which such deprivation was carried out);
15. there are no verdicts in cases regarding crimes in the field of economic activity, ongoing pre-trial investigations in criminal proceedings in such crimes, disputes related to economic activity, in which such person acts as a party in administrative or civil proceedings, disciplinary proceedings, including removal from the position of head of a legal entity, ongoing bankruptcy or insolvency proceedings and other similar procedures regarding such person;
16. there are no proceedings of any controlling bodies in cases regarding such person, enforcement proceedings (both against the debtor), procedures for applying sanctions or cases related to offenses in the financial services market;
17. licenses have not been withdrawn, suspended or terminated (annulled), registration has not been canceled, membership has not been terminated or suspended, certificates, permits, authorizations, membership or validity of documents have not been annulled for such person (or a legal entity of which the person was a controller or member of the executive body);
18. the legal entity in which the person was a controller or member of the executive body has not been excluded from the composition of associations of professional participants of capital markets and organized commodity markets, professional associations and unions;
19. there are no facts of non-compliance of the person with business reputation requirements established as a result of an assessment conducted by the NSSMC or the National Bank of Ukraine;
20. there are no other signs of non-compliance of business reputation with requirements defined by relevant state bodies (including relevant foreign state bodies) and identified regarding periods of the person's work in financial services markets and/or ratinging, state regulation of which is carried out by relevant state bodies.

The presence of the aforementioned signs is established for the last ten calendar years preceding the assessment of the person's business reputation, unless otherwise established in the content of the signs themselves.

A person who believes that certain signs of non-compliance of business reputation with requirements specified in this paragraph should not be applied to them for valid reasons has the right to submit a corresponding reasoned written petition to the NSSMC, which shall be considered within the terms and in the manner defined in the Law of Ukraine "On Appeals of Citizens" with the provision, including, of the right of the person to personally present their arguments and be present during the consideration of the petition. As a result of the consideration of the petition, the NSSMC makes a decision either on satisfying the petition by not applying certain signs of non-compliance of business reputation with requirements specified in this paragraph to the person, or on refusing to satisfy the petition with indication of reasons.

16. Professional competence of a person performing management functions, an official of the compliance subdivision (compliance manager), a person responsible for performing the review function is determined as a combination of the person's knowledge, professional and managerial experience necessary for proper performance of official duties taking into account the rating activity strategy of the ARA.

17. A person performing management functions must have higher education not lower than a master's degree in the specialty "Finance, Banking, Insurance and Stock Market" or "Public Administration and Administration" and work experience in the field of finance and/or financial services (including work in foreign countries, scientific or teaching practice) of not less than three years, including not less than one year in managerial positions (member of the body responsible for supervision, head of a financial institution or his deputy, member of the executive body, head of an independent structural subdivision of a financial institution or his deputy).

An official of the compliance subdivision (compliance manager), a person responsible for performing the review function, must have

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