On Approval of the Regulation on Objective Presentation of Investment Recommendations or Other Information that Recommends or Proposes an Investment Strategy

NATIONAL COMMISSION FOR SECURITIES AND STOCK MARKET DECISION Kyiv On Approval of the Regulation on Objective Presentation of Investment Recommendations or Other Information that Recommends or Proposes an Investment Strategy

In accordance with paragraph 1 of part one of Article 7, Articles 29, 30 of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", Article 145 of the Law of Ukraine "On Capital Markets and Organized Commodity Markets", and with the aim of adapting Ukraine's sectoral legislation to the law of the European Union (EU acquis), improving the legal regulation of the activities of professional participants in capital markets and organized commodity markets, and combating abuses in capital markets,

The National Commission for Securities and Stock Market HAS DECIDED:

1. Approve the Regulation on Objective Presentation of Investment Recommendations or Other Information that Recommends or Proposes an Investment Strategy, attached hereto.

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

3. 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.

4. The Department of Legal Development shall, after state registration of the decision by the Ministry of Justice of Ukraine, ensure the 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, and comes into effect on January 1, 2027.

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

Chairman of the Commission, Oleksiy SEMENYUK

Protocol of the Commission meeting of 29.07.2026 No. 34

APPROVED
Decision of the National Commission for
Securities and Stock Market
_______________No.

Regulation on Objective Presentation of Investment Recommendations or Other Information that Recommends or Proposes an Investment Strategy

1. This Regulation defines the requirements for measures to be taken by persons to whom this Regulation applies, for the objective presentation of investment recommendations or other information that recommends or proposes an investment strategy, and for the disclosure of information about own interests or signs of conflict of interest.

2. This Regulation applies to persons who develop or disseminate investment recommendations or other information that recommends or proposes an investment strategy (hereinafter – investment recommendation / strategy), namely:

1. banks and professional participants in capital markets who carry out activities in trading financial instruments (hereinafter – regulated entities);
2. other persons whose main activity is the development of investment recommendations / strategies;
3. independent analysts;
4. individuals who work for persons specified in subparagraphs 1 – 3 of this paragraph under an employment contract or on other grounds, and develop information that directly or indirectly formulates a specific investment proposal regarding a financial instrument or the issuer of a financial instrument;
5. persons not specified in subparagraphs 1 – 4 of this paragraph who offer a specific investment decision regarding a financial instrument.

The requirements of this Regulation do not apply to journalists who disseminate investment recommendations / strategies within the framework of professional activities in accordance with the Law of Ukraine "On State Support for Media, Guarantees of Professional Activities and Social Protection of Journalists", taking into account guarantees of professional activities of journalists, freedom of speech, and professional standards of journalistic activity, except in cases when:

• a journalist or a person associated with them directly or indirectly receives benefit or profit from the disseminated information;
• the dissemination of an investment recommendation / strategy is carried out with the aim of misleading participants in the capital market regarding the demand, supply, or price of financial instruments.

3. The terms used in this Regulation have the following meanings:

1. identification data – a set of data that allows unambiguously establishing a person, namely:
   a) regarding individuals:

• surname, first name, and patronymic (if available);
• registration number in the Unified State Register of Legal Entities, Individuals – Entrepreneurs, and Public Formations (for individuals – entrepreneurs);
• full name of the persons for whom the individuals specified in subparagraph 4 of paragraph 2 of this Regulation work, position (if available);
  b) regarding Ukrainian legal entities: name; identification code, and, if available, the international legal entity identifier (LEI code). For collective investment institutions, additionally, the code from the Unified State Register of Collective Investment Institutions is specified; c) regarding foreign legal entities: identification code from an extract from the commercial, banking, court register, or other official document confirming the registration of a foreign legal entity in the country where its head office is registered, and, if available, the international legal entity identifier (LEI code); d) regarding a regulated entity: information regarding the license (date and number of issuance, name of the body that issued the license and which carries out state regulation of such activity, type of activity); e) regarding persons to whom self-regulatory codes (standards) regarding the development of investment recommendations / strategies apply: reference to such codes (standards);

2. experts – persons specified in subparagraph 5 of paragraph 2 of this Regulation, who repeatedly (systematically) offer a specific investment decision regarding a financial instrument and present themselves as a person having financial knowledge or experience, or disseminate an investment recommendation / strategy in a manner that gives other persons reasonable grounds to consider them such;
3. clear and noticeable – presentation of information in a manner that ensures its unambiguous understanding by the recipient and makes it noticeable, in particular excluding its placement in small font, in footnotes, or in any other way that complicates its detection or perception;
4. significant changes to an investment recommendation / strategy – changes in the content of an investment recommendation / strategy, including:

• as a result of changes in conclusions based on the results of conducted assessments, analyses, or modeling, which have an impact on the target price of a financial instrument and/or a specific investment decision regarding a financial instrument;
• changes in the target price of a financial instrument;
• changes in the direction of the recommendation ("buy", "sell", "hold");

5. specific investment decision regarding a financial instrument – a conclusion, recommendation, proposal, or other judgment regarding the expediency of purchase, sale, exchange, repurchase, or other actions regarding a financial instrument or the issuer of a financial instrument;
6. proper disclosure – unhindered, free of charge, and free access to information;
7. dissemination of an investment recommendation / strategy – bringing the recommendation to the attention of one or more persons by any means, including by publishing on a website, through media, information systems, electronic communications, social networks, targeted mailing, providing access through a client's personal account, or by other communication channels;
8. target price of a financial instrument – a forecast value of the price of a financial instrument, determined based on assessment, analysis, or modeling, which reflects the expected value of such a financial instrument at a specified moment in the future or under certain conditions.

The term "group" is used in accordance with the Law of Ukraine "On Accounting and Financial Reporting in Ukraine".
Other terms used in this Regulation are used in accordance with the Law of Ukraine "On Capital Markets and Organized Commodity Markets" and sectoral legislation.

4. An investment recommendation / strategy must contain clear and noticeable information:

1. information about all persons who participated in the preparation of such a recommendation, indicating identification data:

• the developer specified in subparagraphs 1 – 3, 5 of paragraph 2 of this Regulation;
• individuals specified in subparagraph 4 of paragraph 2 of this Regulation;

2. facts that must be confirmed by corresponding information sources and separated from assumptions, estimates, judgments, or other non-factual information;
3. a list of information sources that must be reliable. In case of doubts about the reliability of an information source, this is indicated in the investment recommendation / strategy;
4. the target price of a financial instrument and/or a forecast of certain conditions that may affect it, information about the date and time as of which the target price of a financial instrument and/or the forecast was determined, as well as significant assumptions used in their formation or application (if the investment recommendation / strategy contains a target price of a financial instrument and/or a forecast of certain conditions);
5. information about the date and time of development of the investment recommendation / strategy;
6. information about the date and time of the first dissemination of the investment recommendation / strategy;
7. information about own interests, the presence of a conflict of interest with the issuer, regarding the financial instrument to which the investment recommendation / strategy directly or indirectly relates, related persons of such an issuer, as well as about the interests of physical and legal persons involved in the development of the investment recommendation / strategy, the presence of conflicts of interest with the issuer and/or related persons.

A legal entity that developed an investment recommendation / strategy and is part of a group must additionally indicate in it information about persons who are part of such a group, regarding their own interests or the presence of conflicts of interest with the issuer, regarding the financial instrument to which the investment recommendation / strategy directly or indirectly relates, related persons of such an issuer, in case if persons who are part of the group:

• participated in the development of the investment recommendation / strategy; or
• did not participate in the development of the investment recommendation / strategy, but could reasonably have had access to information contained in such an investment recommendation / strategy before the completion of its development.

An individual who developed an investment recommendation / strategy additionally indicates in it information about own interests or the presence of conflicts of interest of persons associated with them.

5. An investment recommendation / strategy of a person specified in subparagraphs 1-3 of paragraph 2 of this Regulation, and an expert, in addition to the information specified in paragraph 4 of this Regulation, must contain clear and noticeable information:

1. a brief description of the methodology for conducting assessment, analysis, or development of models regarding a financial instrument or the issuer of a financial instrument, which were used to form the target price of a financial instrument and/or forecasts of certain conditions. If, in preparing an investment recommendation / strategy, a person used not their own methodology, assessment, analysis, or model, such a person must indicate a reference to the used corresponding information, which must be in unhindered, free of charge, and free access;
2. an explanation of the content of the recommendation regarding a financial instrument (including direction: "buy", "sell", "hold"), as well as the time of purchase, sale, holding period of the financial instrument, information about risks, including the probability of occurrence of certain events that have an impact on the target price of a financial instrument and/or forecasts of certain conditions, and an analysis of the sensitivity of assumptions;
3. information about the fact of disclosure of an investment recommendation / strategy to the issuer of a financial instrument, to which it directly or indirectly relates – in case if changes were made to the investment recommendation / strategy as a result of such disclosure;
4. in case if an investment recommendation / strategy differs from previously disseminated (within a year) regarding the same financial instrument or issuer of a financial instrument, such a changed investment recommendation / strategy must indicate the content of the corresponding changes and the date of dissemination of the previous investment recommendation / strategy;
5. information about the planned periodicity of review of an investment recommendation / strategy (if available);
6. ownership of securities of the issuer, to which the investment recommendation or investment strategy directly or indirectly relates, or the presence of rights or obligations regarding their acquisition or disposal, in an amount equivalent to ownership of 0.5 percent or more of the authorized capital of such an issuer;
7. ownership by the issuer, to which the investment recommendation / strategy directly or indirectly relates, of securities or a share in the authorized capital of a person who developed such an investment recommendation / strategy, equal to or exceeding 5 percent of the authorized capital of such a person;
8. the performance by the person who developed the investment recommendation / strategy, or another person who is part of the same group, of market-maker functions regarding financial instruments, to which such an investment recommendation / strategy directly or indirectly relates;
9. the performance by the person who developed the investment recommendation / strategy, or another person who is part of the same group, of underwriting and/or placement with guarantee activities regarding financial instruments of the issuer, to which the investment recommendation / strategy directly or indirectly relates, during the year preceding the date of its development;
10. the presence with the person who developed the investment recommendation / strategy, or another person who is part of the same group, of a contract regarding the provision of investment services with the issuer of financial instruments, to which the investment recommendation / strategy directly or indirectly relates, which provides for the payment or receipt of remuneration by the person and was in effect during the year preceding the date of development of the investment recommendation / strategy;
11. the presence with the person who developed the investment recommendation / strategy, or another person who is part of the same group, of a contract with the issuer of financial instruments, to which the investment recommendation / strategy directly or indirectly relates, regarding its development and/or dissemination.
12. receipt of remuneration or other benefit from any person, directly related to the development or dissemination of an investment recommendation / strategy.
13. a list of investment recommendations / strategies regarding any financial instrument, which were disseminated by the person specified in this paragraph during the previous year, which must contain information for each investment recommendation / strategy regarding:

• the date of dissemination of the investment recommendation / strategy;
• the surname, first name, and patronymic (if available) of individuals involved in the development of the investment recommendation / strategy;
• the target price of the financial instrument (if available) and the market price of the financial instrument at the time of dissemination of the investment recommendation / strategy;
• the direction of the investment recommendation / strategy ("buy", "sell", "hold");
• the validity period of the target price of the financial instrument or the investment recommendation / strategy.

Information specified in subparagraph 11 of this paragraph is disclosed on condition that it does not involve disclosure of confidential information.

6. Regulated entities, in addition to the information specified in paragraph 5 of this Regulation, indicate in an investment recommendation / strategy the following information:

1. a description of mechanisms and procedures defined in internal documents, aimed at resolving and preventing conflicts of interest;
2. information about the receipt of remuneration by employees of a regulated entity or other persons involved in the development of an investment recommendation / strategy, which is directly related to:

• the provision by a regulated entity or another person who is part of the same group of investment and/or additional services to the issuer of financial instruments, to which the investment recommendation / strategy directly or indirectly relates; or
• the carrying out by a regulated entity or another person who is part of the same group of other operations or the receipt of remuneration by a regulated entity or another person who is part of the same group for the execution of transactions;

3. information about the price and date of acquisition into ownership of securities of the issuer, to which the investment recommendation / strategy directly or indirectly relates, by individuals who work for a regulated entity under an employment contract or on other grounds and participated in its development, if such securities were acquired before their public placement.

7. A person who disseminates an investment recommendation / strategy developed by other persons must, simultaneously with its dissemination, notify persons receiving it:

1. clear and noticeable own identification data;
2. all relationships and circumstances that may reasonably affect the objective presentation of an investment recommendation / strategy, including own interests or conflicts of interest regarding a financial instrument or issuer, to which it directly or indirectly relates;
3. the date and time of the first dissemination of an investment recommendation / strategy by the person specified in this paragraph;
4. information specified in subparagraph 7 of paragraph 4 and subparagraphs 6 - 12 of paragraph 5 of this Regulation, which concerns the person specified in this paragraph – in case if the person who disseminates an investment recommendation / strategy developed by other persons is a regulated entity. A regulated entity does not indicate information specified in this subparagraph if it carries out exclusively technical dissemination of an investment recommendation / strategy developed by a person who is part of the same group, without exercising independent selection of investment recommendations / strategies for their dissemination.

8. In case if a person disseminates a summary or excerpt from an investment recommendation / strategy developed by another person, such a summary or excerpt must be clear and not misleading regarding the content of the investment recommendation / strategy, and must also contain clear and noticeable:

• a statement that the information disseminated by the person is a summary or excerpt from an investment recommendation / strategy;
• identification of the investment recommendation / strategy (its developer, date of development and first dissemination);
• information regarding the information of the investment recommendation / strategy required in accordance with paragraphs 4 – 6 of this Regulation, or a way of direct, unhindered, free of charge, and free access to the corresponding information.

9. A person who disseminates an investment recommendation / strategy developed by another person, with significant changes made to it, in addition to the information specified in paragraph 7 of this Regulation, must, simultaneously with its dissemination, notify persons receiving it:

• a clear and noticeable indication in the disseminated investment recommendation / strategy of the content of such significant changes;
• information specified in paragraphs 4 – 6 of this Regulation, regarding such significant changes;
• the place of unhindered, free of charge, and free access to the information of the original investment recommendation / strategy, required in accordance with paragraphs 4 – 6 of this Regulation.

10. In case if disclosure of information specified in subparagraphs 3, 5 of paragraph 4, subparagraphs 1, 2, 6 – 13 of paragraph 5, and paragraph 6 of this Regulation is disproportionate regarding the volume or form of an investment recommendation / strategy, including in case of its dissemination in oral form (during meetings, presentations, audio- or video-conferences, radio-, television, or internet interviews) or in concise electronic formats (in particular, in social networks, messengers), the person indicates in such an investment recommendation / strategy a way of direct, unhindered, free of charge, and free access to the corresponding information.

11. Regulated entities ensure proper disclosure on their website at least once a quarter information regarding:

• the share of investment recommendations / strategies separately regarding purchase, sale, or holding of financial instruments in the total number of investment recommendations / strategies disseminated during the previous year;
• the share of issuers of financial instruments to whom investment services were provided during the previous year, and regarding financial instruments to which disseminated investment recommendations / strategies directly or indirectly related, separately regarding purchase, sale, or holding of financial instruments.

12. Persons who develop or disseminate investment recommendations / strategies are obliged to provide investment recommendations / strategies upon request by the National Commission for Securities and Stock Market and to notify the registration number of the taxpayer's account card (number (and if available - series) of the citizen's passport of Ukraine, in which a mark about refusal to accept the registration number of the taxpayer's account card is placed, or passport number with a record about refusal to accept the registration number of the taxpayer's account card in an electronic contactless medium) of individuals who participated in the development of such an investment recommendation / strategy.

Director of the Department of Methodology, Maxim TYMOKHIN