On Approval of the Procedure for Temporary Appointment of an Administrator of a Non-State Pension Fund

NATIONAL COMMISSION FOR SECURITIES AND STOCK MARKET DECISION Kyiv On Approval of the Procedure for Temporary Appointment of an Administrator of a Non-State Pension Fund

In accordance with paragraph 1 of part 1 of Article 7 of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", and part 1 of Article 29 of the Law of Ukraine "On Non-State Pension Provision"

The National Commission for Securities and Stock Market HAS DECIDED:

1. Approve the Procedure for Temporary Appointment of an Administrator of a Non-State Pension Fund, attached hereto.

2. Declare invalid: the order of the State Commission for Regulation of Financial Services Markets of Ukraine dated September 3, 2004 No. 2263 "On Approval of the Procedure for Temporary Appointment by the National Commission exercising state regulation in the field of financial services markets of an administrator of non-state pension funds", registered in the Ministry of Justice of Ukraine on September 20, 2004 under No. 1188/9787; the decision of the National Commission for Securities and Stock Market dated December 22, 2022 No. 1452 "On Approval of the Procedure for Temporary Appointment by the National Commission for Securities and Stock Market of an Administrator of Non-State Pension Funds", registered in the Ministry of Justice of Ukraine on January 23, 2023 under No. 142/39198.

3. The Department of Regulation Methodology for Professional Participants of the Securities Market shall ensure submission of this decision for state registration to the Ministry of Justice of Ukraine.

4. The Department of Legal Support and Internal Compliance Control, 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.

5. This decision enters into force on the day following the day of its official publication.

6. Control over the implementation of this decision is entrusted to a member of the National Commission for Securities and Stock Market, Yu. Boiko.

Acting Chairman of the Commission Yaroslav SHLYAKHOV

Protocol of the Commission meeting dated 13.08.2025 No. 81

APPROVED by the decision of the National Commission, for Securities and Stock Market ______________________ No. ______

Procedure for Temporary Appointment of an Administrator of a Non-State Pension Fund

I. General Provisions

1. This Procedure defines the procedure for temporary appointment by the National Commission for Securities and Stock Market of an administrator of a non-state pension fund (hereinafter – Administrator), if the board of the non-state pension fund (hereinafter – NSPF) fails to conclude a contract with a new administrator within the period established by the Law of Ukraine "On Non-State Pension Provision" (hereinafter – the Law) in the event of termination of the license for professional activity in the capital markets – activity of administering an NSPF (hereinafter – License) of the Administrator of such NSPF.

2. In this Procedure, the following terms are used in the following meanings: Administrator – a professional administrator or an asset management company holding a license; KIS – the Complex Information and Communication System of the NCSPFM; official communication channel – means of the user electronic cabinet of the KIS; applicant – an Administrator who has expressed the desire to temporarily perform the functions of an Administrator, whose license has been terminated, and has submitted a corresponding proposal to the NCSPFM within the period established by it; temporary Administrator – an Administrator temporarily appointed by the NCSPFM as Administrator of an NSPF to perform all functions of Administrator of this NSPF, the license of which has been terminated. The terms "actual conflict of interest" and "potential conflict of interest" are used in the meanings provided in the Law of Ukraine "On Prevention of Corruption", taking into account the requirements for preventing and resolving actual or potential conflicts of interest established by the Law of Ukraine "On Capital Markets and Organized Commodity Markets".

3. Documents whose submission to the NCSPFM is provided for by this Procedure are prepared in the state language.

II. Commencement of Selection of a Temporary Administrator

1. The Board of the NSPF, within a period not exceeding 10 working days from the day of receipt by the NSPF of the notification from the NCSPFM regarding the termination of the license of the Administrator of this NSPF, in case of failure to conclude a contract with a new administrator within the period defined by the Law, submits a petition to the NCSPFM for the appointment of a temporary Administrator (hereinafter – Petition).

2. The Petition must contain the following information:

1. full and short name of the NSPF, identification code in the Unified State Register of Enterprises and Organizations of Ukraine (hereinafter – identification code), location, contact details;
2. full and short name of the Administrator whose license has been terminated, its identification code, location, contact details;
3. full and short name of the company (companies) managing the assets of this NSPF or another person (other persons) managing the assets of this NSPF, its (their) identification code, location, contact details;
4. full and short name of the custodian of this NSPF, its identification code, location, contact details;
5. proposed amount of remuneration for providing NSPF administration services.

3. The Petition is sent to the NCSPFM via the official communication channel in the manner provided for by the Requirements for the Use of Means of the Integrated Subsystem of Provision of Administrative Services in Electronic Form as an Official Communication Channel, approved by the decision of the National Commission for Securities and Stock Market dated December 22, 2023 No. 1444 (with amendments). The Petition is sent in electronic form using a qualified electronic signature and/or a qualified electronic seal, based on a qualified open key certificate in accordance with the requirements of legislation on electronic document flow and electronic trust services. The Petition is certified by the signature of the Head of the NSPF Board or an authorized person from among the members of the NSPF Board. If the Petition is certified by a person authorized by the Head of the NSPF Board, its signature is certified by the qualified electronic seal of the legal entity or a power of attorney confirming the right of this person to represent the interests of the NSPF is attached to it.

4. The NCSPFM, within 3 working days from the day of receipt of the Petition, publishes on the official website of the NCSPFM a notice regarding the commencement of the procedure for selecting a temporary Administrator, which must contain:

1. a list of NSPFs requiring temporary administration services, in the form according to the Appendix;
2. criteria for selecting a temporary Administrator, in accordance with paragraph 5 of this Section;
3. the period within which Administrators expressing the desire to temporarily perform the functions of Administrator of an NSPF submit proposals to the NCSPFM, which may not exceed 7 working days from the day of publication of information regarding the commencement of the selection procedure for a temporary Administrator;
4. contact details (phone numbers, email addresses, etc.) for obtaining reference information on the selection of a temporary Administrator.

5. Criteria for selecting a temporary Administrator, which an Administrator applying for temporary administration must meet:

1. experience in administering NSPFs of not less than 3 years within the last 5 years, confirmed by corresponding contracts for NSPF administration;
2. absence during the selection procedure of proceedings in cases of violations by the Administrator of sectoral legislation, including in the field of the accumulative pension provision system and related to violations of the rights of NSPF participants through their complaints to the NCSPFM;
3. absence of potential and/or actual conflicts of interest in the officials of the Administrator with the founders of the NSPF, members of the NSPF Board and/or the company (companies) managing the assets of this NSPF or another person (other persons) managing the assets of this NSPF, the custodian of the NSPF, and the Administrator whose license has been terminated;
4. absence during the selection procedure of ongoing control measures of a regulatory nature regarding the Administrator, by which the license has been suspended.

6. Selection and appointment of a temporary Administrator may occur through competitive selection based on proposals submitted by applicants or on a non-competitive basis. The duration of the selection and appointment procedure for a temporary Administrator may not exceed 30 calendar days.

III. Competitive Selection of a Temporary Administrator

1. Competitive selection of a temporary Administrator is carried out based on proposals submitted by applicants in accordance with the criteria established by paragraph 5 of Section II of this Procedure, as well as based on the results of analysis of the latest monthly (quarterly or annual) reporting data preceding the submission of proposals by the applicant.

2. Proposals of applicants are sent to the NCSPFM via the official communication channel in electronic form by sending electronic documents and/or messages through the personal cabinet in the KIS, taking into account the requirements of legislation on electronic documents and electronic document flow. Each of the documents whose submission is provided for by this Procedure must be a separate file in Portable Document Format / A (PDF 1.4 ISO 19005-1:2005 specification format) (hereinafter – PDF/A). Signing of electronic documents created by an authorized person of the applicant in electronic form or created as an electronic copy of a paper document (scan copy) is carried out using a qualified electronic signature or an advanced electronic signature of the authorized person of the applicant, based on a qualified open key certificate, which must contain identification data of the legal entity, the representative of which is the authorized person (full or short name and identification code). If the qualified open key certificate of the authorized person of the applicant does not contain the data specified in this paragraph, such electronic documents are not accepted for consideration by the NCSPFM. The authorized person of the applicant who signed the electronic document, in this way, certifies the accuracy of the data provided in such documents, and the correspondence of electronic copies of documents to the originals of such documents in paper form. The day of receipt of documents from the applicant is the day of their arrival at the NCSPFM through the personal cabinet in the KIS.

3. The proposal of the applicant must contain:

1. full and short name of the applicant, identification code, license details, location, contact details;
2. consent to perform the functions of a temporary Administrator;
3. name and identification code of the NSPF, temporary administration of which the applicant is willing to carry out;
4. information regarding the acceptable amount of remuneration for providing NSPF administration services;
5. the period for which the applicant is ready to conclude a contract for NSPF administration;
6. information regarding the compliance of the applicant with the criterion set out in subparagraph 3 of paragraph 5 of Section II of this Procedure;
7. other information that the applicant deems necessary to provide. If the applicant has selected several NSPFs for temporary administration, the proposal is provided separately for each NSPF.

4. If, as a result of the selection, the number of applicants who successfully passed the verification for compliance with the criteria defined in paragraph 5 of Section II of this Procedure exceeds the number of NSPFs requiring the services of a temporary Administrator, or if applicants have selected the same NSPF from this list, the NCSPFM appoints the applicant who offered the smallest amount of remuneration for providing NSPF administration services. In the event of equal amounts of remuneration, the NCSPFM appoints the Administrator taking into account the opinion of the NSPF Board.

IV. Non-competitive Selection of a Temporary Administrator

1. The NCSPFM may appoint a temporary Administrator on a non-competitive basis among existing Administrators in the following cases:

1. the NSPF Board has not concluded a contract with a new Administrator and has not submitted a petition within the period defined in the first sentence of paragraph 1 of Section II of this Procedure;
2. no applicant passed the competitive selection;
3. proposals submitted by applicants during the competitive selection do not cover the entire list of NSPFs requiring the services of a temporary Administrator;
4. no proposals were submitted within the framework of the competitive selection.

2. In the case provided for in subparagraph 1 of paragraph 1 of this Section, the procedure for non-competitive appointment of a temporary Administrator begins on the next working day after the expiration of the period defined in paragraph 1 of Section II of this Procedure. In the cases provided for in subparagraphs 2-4 of paragraph 1 of this Section, the procedure for non-competitive appointment of a temporary Administrator begins on the next working day after the completion of the competitive selection.

3. Non-competitive selection of Administrators is carried out in accordance with the criteria established by paragraph 5 of Section II of this Procedure, as well as based on the results of analysis of monthly (quarterly or annual) reporting data submitted by Administrators of NSPFs for the last reporting date preceding the day of commencement of the non-competitive selection, in accordance with the Regulation on the Procedure for Preparation, Submission and Publication of Reporting Data by an Administrator of a Non-State Pension Fund, including reporting on non-state pension provision, approved by the decision of the National Commission for Securities and Stock Market dated July 23, 2020 No. 379, registered in the Ministry of Justice of Ukraine on September 4, 2020 under No. 847/35130 (hereinafter – Regulation No. 379).

4. The NCSPFM sends personal proposals regarding the performance of the functions of a temporary Administrator (hereinafter – Personal Proposal of the NCSPFM) to no fewer than three Administrators selected in accordance with paragraph 3 of this Section.

5. The Personal Proposal of the NCSPFM specifies:

1. a proposal to the Administrator regarding the performance of the functions of a temporary Administrator;
2. the name of the NSPF(s) requiring temporary administration, its (their) identification code;
3. the period within which consent to perform the functions of a temporary Administrator must be sent, which may not exceed 7 working days from the day of receipt of the Personal Proposal of the NCSPFM regarding the performance of the functions of a temporary Administrator;
4. the amount of remuneration for providing NSPF administration services, in case the NSPF Board did not submit a petition, determined by the NCSPFM based on the average amounts of payment for corresponding services. The average amount of remuneration for providing administration services is calculated by the NCSPFM based on the information provided by the Administrator(s) regarding the amounts of remuneration for providing administration services for such NSPF in reporting data submitted in accordance with Regulation No. 379 as of the last year preceding the day preceding the day of commencement of the procedure for appointment of a temporary Administrator to such NSPF.

6. The Personal Proposal of the NCSPFM is sent to the Administrator via the official communication channel in electronic form with the application of a qualified electronic signature of the head of the structural subdivision of the NCSPFM whose duties include ensuring the appointment of a temporary Administrator, based on a qualified open key certificate in accordance with the requirements of legislation on electronic document flow and electronic trust services.

7. The Administrator who received the Personal Proposal of the NCSPFM, within the period established in the Personal Proposal of the NCSPFM, notifies in writing about consent to perform the functions of a temporary Administrator, indicating the name and identification code of the NSPF, consent to the temporary administration of which (which) is given by him. Consent is sent to the NCSPFM via the official communication channel in electronic form using a qualified electronic signature or a qualified electronic seal, based on a qualified open key certificate in accordance with the requirements of legislation on electronic document flow and electronic trust services. Consent is certified by the signature of the Head of the Administrator or the signature of an authorized person. If consent is certified by the signature of an authorized person, his signature is certified by the qualified electronic seal of the legal entity or a document confirming the right of this person to act on behalf of the corresponding legal entity is attached.

8. If, as a result of processing notifications regarding consent to perform the functions of a temporary Administrator, the Administrators to whom the Personal Proposal of the NCSPFM was sent selected the same NSPF from the proposed list, the NCSPFM appoints the applicant whose consent arrived at the NCSPFM first. The order is determined by the automatically assigned registration number and date of registration.

9. If the Administrators who received the Personal Proposal of the NCSPFM did not provide consent, or none of them selected the corresponding NSPF, the NCSPFM, within 3 working days after the expiration of the period established in the Personal Proposal of the NCSPFM for providing consent to perform the functions of a temporary Administrator, sends a notification to the Board of such NSPF and its founder(s) regarding the impossibility of appointing a temporary Administrator, and recommends adopting a decision on the termination of the NSPF in compliance with the requirements of the Law and the Regulation on Termination of Non-State Pension Funds, approved by the decision of the National Commission for Securities and Stock Market dated August 9, 2023 No. 875, registered in the Ministry of Justice of Ukraine on October 16, 2023 under No. 1802/40858 (hereinafter – Regulation No. 875). Such notification is sent via the official communication channel in electronic form with the application of a qualified electronic signature of the head of the structural subdivision of the NCSPFM whose duties include ensuring the appointment of a temporary Administrator, based on a qualified open key certificate in accordance with the requirements of legislation on electronic document flow and electronic trust services, or by sending a letter to the official postal address (in the absence of information about the official electronic address in the NCSPFM).

V. Appointment of a Temporary Administrator

1. The NCSPFM appoints a temporary Administrator no later than the last day of the period provided for in the second sentence of paragraph 6 of Section II of this Procedure. During the consideration of the issue of temporary appointment of an Administrator, the Head of the NSPF Board, the administration of which will be carried out by the temporary Administrator, the Head of the temporary Administrator, and the Head of the Administrator whose license has been terminated, or authorized persons, may be present upon respective invitation by the NCSPFM.

2. The Act of the NCSPFM regarding the appointment of a temporary Administrator is issued separately for each NSPF and must contain:

1. full and short name of the temporary Administrator, identification code, location, license details;
2. full and short name of the NSPF, administration of which will be carried out by the temporary Administrator, its identification code, location;
3. grounds for appointment of the temporary Administrator;
4. amount of remuneration for providing NSPF administration services;
5. obligation of the NSPF Board to conclude a contract for NSPF administration with the temporary Administrator appointed by the NCSPFM within the specified period.

3. The NCSPFM, within 5 working days after the appointment of the temporary Administrator, notifies: the Board of the NSPF to which the temporary Administrator is appointed; the Administrator whose license has been terminated; the appointed temporary Administrator; the company (companies) managing the assets of this NSPF or another person (other persons) managing the assets of this NSPF; the custodian of this NSPF.

4. The Act of the NCSPFM regarding the appointment of a temporary Administrator is sent together with a notification letter via the official communication channel in electronic form with the application of a qualified electronic signature of the head of the structural subdivision of the NCSPFM whose duties include ensuring the appointment of a temporary Administrator, based on a qualified open key certificate in accordance with the requirements of legislation on electronic document flow and electronic trust services, or by sending a letter to the official postal address (in the absence of information about the official electronic address in the NCSPFM).

5. The Act of the NCSPFM regarding the appointment of a temporary Administrator is subject to publication on the official website of the NCSPFM, except for parts containing information with restricted access, within 1 working day after its adoption.

6. The validity of the Act of the NCSPFM regarding the appointment of a temporary Administrator is suspended due to:

1. conclusion of a contract by the NSPF Board with the temporary Administrator or with another Administrator;
2. termination of the license of the temporary Administrator.

7. The temporary Administrator, within 10 working days from the day of conclusion of the contract, notifies the NCSPFM about the conclusion of a contract with the NSPF Board for NSPF administration. Such notification is submitted to the NCSPFM via the official communication channel in electronic form by sending electronic documents and/or messages through the personal cabinet in the KIS, taking into account the requirements of legislation on electronic documents and electronic document flow. The contract for NSPF administration must meet the requirements of part 5 of Article 21 of the Law. Such contract must necessarily specify the amount of remuneration for providing NSPF administration services established by the NCSPFM. The term of such contract must not be less than twelve months.

8. In the event of failure by the NSPF Board within the period established by the Act of the NCSPFM in accordance with subparagraph 5 of paragraph 2 of this Section to conclude a contract for NSPF administration with the temporary Administrator appointed by the NCSPFM or with another Administrator, the NCSPFM sends a notification to the Board of such NSPF and its founder(s) with a recommendation to adopt a decision on the termination of the NSPF in compliance with the requirements of the Law and Regulation No. 875. Such notification is sent via the official communication channel in electronic form with the application of a qualified electronic signature of the head of the structural subdivision of the NCSPFM whose duties include ensuring the appointment of a temporary Administrator, based on a qualified open key certificate in accordance with the requirements of legislation on electronic document flow and electronic trust services, or by sending a letter to the official postal address (in the absence of information about the official electronic address in the NCSPFM).

9. The Administrator whose license has been terminated is obliged to fully transfer the system of personalized accounting of NSPF participants and corresponding documentation, and the temporary Administrator is obliged to accept the corresponding system of personalized accounting in the manner and period provided for in Section V of the Regulation on Conducting Activity of Administering...

11 of the Non-State Pension Fund, approved by the order of the National Commission for State Regulation of Financial Services Markets dated December 3, 2013 No. 4400, registered with the Ministry of Justice of Ukraine on February 4, 2014 under No. 218/24995. Before the transfer of the Non-State Pension Fund's (NPF) personalized accounting system and relevant documentation, the administrator whose license has been terminated is obliged to continue performing their functions, except for concluding new pension contracts on behalf of the NPF. During the procedure for transferring the personalized accounting system to the temporary administrator, the NPF council is prohibited from concluding an administration agreement with another administrator. 10. Expenses for the payment of services of the temporary administrator are carried out at the expense of pension assets in accordance with Article 48 of the Law, taking into account the maximum expense limits established by the Regulation on the Maximum Size of Expenses Related to the Provision of Non-State Pension Support, approved by the decision of the National Securities and Stock Market Commission dated July 15, 2021 No. 500, registered with the Ministry of Justice of Ukraine on August 6, 2021 under No. 1030/36652. 11. The temporary administrator bears responsibility for the fulfillment of their obligations to the NPF, with whose council they concluded an administration agreement, in accordance with the requirements of Article 31 of the Law.

Director of the Department for Methodology of Regulation of Professional Participants of the Securities Market Maxim TYMOKHIN

Appendix to the Procedure for Temporary Appointment of an Administrator of a Non-State Pension Fund (subparagraph 1 of paragraph 4 of Section II) List of NPFs Requiring Temporary Administration Services No. / p Full Name of NPF Identification Code of NPF Value of NPF Assets, total, UAH Amount of NPF Liabilities, total, UAH Net Asset Value of NPF, UAH Net Asset Value per Unit of Pension Assets of NPF Number of Participants with Unopened Individual Pension Accounts in the NPF's Personalized Accounting System Number of Contributors, According to Active Pension Contracts with NPF Contact Details of NPF 1 2 3 4 5 6 7 8 9 10

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