2026-07-29 | 09/21/4921/К03Added · Updated
The National Securities and Stock Market Commission of Ukraine approves a Regulation establishing requirements for share buyback programs and stabilization operations, including definitions, permissible purposes, and execution rules. The document mandates specific disclosure timelines, price and volume limits (such as a 25% daily trading volume cap), and prohibitions on trading during closed or sensitive periods. These rules apply to issuers of shares and investment firms, with the Regulation entering into force the day after official publication and becoming effective on January 1, 2027.
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NATIONAL COMMISSION FOR SECURITIES AND STOCK MARKET DECISION Kyiv On Approval of the Regulation on the Procedure for Implementing a Share Buyback Program and Conducting Stabilization
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", Articles 154 and 155 of the Law of Ukraine "On Capital Markets and Organized Commodity Markets", and with the aim of adapting Ukraine's relevant legislation to the law of the European Union (EU acquis), improving the legal regulation of the activities of participants in capital markets and organized commodity markets, and combating abuses in capital markets,
The National Commission for Securities and Stock Market D E C I D E D:
Approve the Regulation on the Procedure for Implementing a Share Buyback Program and Conducting Stabilization, attached hereto.
Approve amendments to the Regulation on Disclosure of Information by Issuers of Securities, as well as Persons Providing Security for Such Securities, approved by the Decision of the National Commission for Securities and Stock Market dated June 06, 2023 No. 608, registered in the Ministry of Justice of Ukraine on August 02, 2023 under No. 1307/40363 (with amendments), attached hereto.
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 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.
This decision enters into force from the day following the day of its official publication, and comes into effect on January 01, 2027.
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 the Procedure for Implementing a Share Buyback Program and Conducting Stabilization
I. General Provisions
This Regulation establishes requirements for a share buyback program and the procedure for its implementation, the procedure for disclosure of information within the framework of a buyback program, as well as the procedure and conditions for conducting stabilization of equity and/or debt securities and instruments associated with such securities.
In this Regulation, terms and concepts are used in the following meanings:
open obligation – the obligation of an investment firm to purchase or obtain from the issuer equity and/or debt securities, which arises as a result of excess placement and/or realization of a stabilization option during the stabilization period;
delegated buyback program – a buyback program, the execution of which is entrusted to an investment firm acting on behalf of the issuer within the framework of the buyback program and independently and independently of it makes decisions regarding the terms and/or volumes of share purchases;
issuer of shares – a public joint-stock company or a private joint-stock company, the shares of which are admitted to trading on an organized market;
EDR – Unified State Register of Legal Entities, Individual Entrepreneurs and Public Formations;
Joint Stock Companies Act – Law of Ukraine "On Joint Stock Companies";
Capital Markets Act – Law of Ukraine "On Capital Markets and Organized Commodity Markets";
closed period – a period of 30 calendar days immediately preceding the date of disclosure of the annual or interim financial reporting of the issuer;
clear and unambiguous – a level of disclosure of information characterized by absolute unambiguity of content, which excludes the possibility of any discrepancy in perception and/or different interpretation or understanding of the information disclosed;
information barriers – mechanisms used by professional participants in capital markets and organized commodity markets to ensure the preservation of confidentiality of information held by one structural subdivision or a separate employee of such a professional participant, and the impossibility of its use by another structural subdivision or another employee of the same professional participant;
overallotment facility – a mechanism for placing equity and/or debt securities provided for by an underwriting agreement, which gives the investment firm the opportunity to sell them in a quantity exceeding the total quantity of their placement determined by the underwriting agreement;
proper disclosure of information – placement of information by an investment firm on its own website;
stabilization option (greenshoe option) – a right of the investment firm to purchase during the stabilization period an additional volume of equity and/or debt securities at a price not exceeding the price of equity and/or debt securities determined by the terms of their placement according to the underwriting agreement, for the purpose of completing the fulfillment of open obligations;
person publishing regulated information – a person who carries out activities to publish regulated information on behalf of participants in capital markets;
full name – the full name (within the meaning of the Civil Code of Ukraine) or the full name of a legal entity – a non-resident according to its constituent documents;
Regulation on Insider Information – Regulation on Insider Information and Its Disclosure in Capital Markets, approved by the Decision of the National Commission for Securities and Stock Market dated May 13, 2026 No. 09/21/4366/K03, registered in the Ministry of Justice of Ukraine on May 25, 2026 under No. 741/46135;
buyback program with a fixed schedule – a buyback program that provides for fixed dates and volumes of shares to be repurchased during the term of the buyback program and fixed before the moment of publication of such a buyback program;
board – supervisory board or board of directors (in a one-tier management structure of the company);
weighted average share price – an indicator calculated as the sum of the products of the price and quantity of shares of one type or class for each transaction made, divided by the total quantity of such shares of one type or class according to transactions made during one trading day on one trading venue;
stabilization operation – purchase or offer to purchase and/or sale of equity and/or debt securities and instruments associated with them, carried out by an investment firm within the framework of the stabilization period or after its completion within the framework of additional stabilization;
stakeholder – a person and/or group of persons whose interests are directly related to the activities of the issuer of shares or intersect with its interests (for example, participants, employees, creditors, service providers and providers of financial instruments, clients or counterparties);
share-based schemes – schemes according to which officials or employees of the issuer receive remuneration in shares, options on shares or any other rights to receive shares or receive remuneration based on the dynamics of the share price;
sensitive period – a period during which the issuer has decided to postpone the disclosure of insider information in accordance with the Regulation on Insider Information.
The terms "stabilization", "significant offer" and "instruments associated with securities" are used in the meanings provided for in Article 155 of the Law of Ukraine "On Capital Markets and Organized Commodity Markets".
The term "insider information" is used in the meaning of Article 146 of the Capital Markets Act.
The term "insider transactions" is used in the meaning of Article 149 of the Capital Markets Act.
Other terms used in this Regulation are used in meanings defined by the Joint Stock Companies Act, the Capital Markets Act, and regulatory legal acts of the NSCC.
The action of this Regulation in part of the requirements for a share buyback program and the procedure for its implementation does not apply to issuers of shares who carry out the repurchase of their own shares in accordance with Articles 100 and 102 of the Joint Stock Companies Act.
are not insider transactions or market manipulation.
II. Requirements for a Share Buyback Program and the Procedure for Its Implementation
The corresponding share buyback program must have only one purpose specified in sub-paragraphs 1-3 of this paragraph.
The issuer cannot carry out share buyback operations before disclosing information about the approval of the corresponding share buyback program, in the manner provided for in Section III of this Regulation.
The general meeting of shareholders of the issuer, if necessary, may delegate authority to the board to make decisions on amendments to the share buyback program.
For the purposes of this paragraph, transactions and bids of the issuer itself or a person acting on its behalf within the framework of the buyback program are not taken into account.
The issuer of shares or a person acting on its behalf, during the execution of operations within the framework of the buyback program, cannot, during one trading day, acquire on the organized capital market on which such acquisition is carried out more than 25 percent of the average daily trading volume of shares of such issuer.
The average daily trading volume of shares of the issuer is determined by it based on data from the operator of the organized capital market on which such shares are included in the list of assets admitted to trading, as a result of dividing the total number of shares for which transactions were made on this organized market during the calculation period by the number of trading days in such period.
The calculation period is the calendar month preceding the month of adoption of the decision on approving the share buyback program. The determined average daily trading volume in this case is indicated in the share buyback program and is applied throughout the entire term of its validity.
In the event that the shares of the issuer as of the date of adoption of the decision on approving the share buyback program were included in the list of assets admitted to trading for less than the calculation period specified in the second paragraph of this paragraph, the calculation period is the last 20 trading days preceding the date of acquisition of shares.
In the event that the average daily trading volume cannot be calculated in accordance with paragraph 13 of this Regulation, the issuer of shares or a person acting on its behalf, during the execution of operations within the framework of the buyback program, cannot, during one trading day, acquire on the organized capital market more than 10 percent of the total volume of shares subject to repurchase in accordance with the buyback program.
The issuer of shares is obliged to document the calculation of the average daily trading volume and keep the calculations and their confirmation for three years after the date of completion of the buyback program.
The issuer of shares during the term of the buyback program cannot carry out the following operations:
The provisions of paragraphs 2 and 3 of paragraph 16 of this Regulation do not apply in the event that the issuer is an investment firm or a bank that has developed and implemented effective information barriers aimed at preventing the unauthorized disclosure to persons responsible for trading in their own shares on behalf of clients of insider information by persons who have access to insider information that directly or indirectly relates to such an issuer.
In a delegated buyback program, authority to make decisions regarding the terms of repurchase of the issuer's shares, price and/or volume of operations within the limits established by this Regulation and the approved share buyback program is transferred to the investment firm.
The issuer of shares cannot interfere with the investment firm's decisions regarding the carrying out of operations within the framework of a delegated buyback program.
III. Procedure for Disclosure of Information within the Framework of a Buyback Program
Disclosure of information about the buyback program, provided for in sub-paragraph 3 of paragraph 20 of this Regulation, is carried out by the issuer in detailed and aggregated forms provided for in Appendix 3 to this Regulation, no later than the end of the 7th working day after the day of execution of the operation for repurchase of shares within the framework of the buyback program.
Buyback program information is disclosed clearly and unambiguously in full, in the state language of Ukraine, and, at the request, additionally in any other foreign language.
When placing buyback program information on the website, the issuer ensures free (without establishing any restrictions), free access to the placed information, easy and clear search for information, display of information in chronological order.
Buyback program information on the issuer's website is placed in a section titled "Information for Shareholders and Stakeholders". A link to the page for accessing this section is placed on the main (home) page of the issuer's website.
Buyback program information on the issuer's website is placed in the form of an electronic document signed with an electronic signature based on a qualified open key certificate of an authorized person of the issuer, suitable for:
11 acceptance by a person; printing on A4 paper; the ability to perform contextual search and copy any information placed on it (in DOC (DOCX) or PDF format); downloading; reading the qualified certificate of the open key of an authorized person of the issuer. Additionally, information about the buyback program is posted on the issuer's website in a machine-readable XML format with an electronic signature of the authorized person of the issuer of shares, based on a qualified certificate of the open key, in accordance with the description of sections and XML file schemes defined by a separate normative and technical document of the NSCSCU. All information about the buyback program must remain freely publicly available for no less than five years from the date of its posting. In the event of the issuer changing its own website, starting from the day of the launch of the new website, all information about the buyback program that was previously posted and whose posting period has not expired must be posted there.
25. Requirements for submitting information about the buyback program for placement in the database of the person who discloses regulated information, as well as regarding confirmation of the fact of such submission, are defined in Appendix 5 to this Regulation.
The procedure for interaction between the issuer of shares and the person who discloses regulated information is determined by the contract concluded between them.
26. Information about the buyback program is submitted to the NSCSCU in the manner established by the Regulation on the submission of regulated data:
13
31. Stabilization is carried out by an investment firm in the event of a significant supply of unit and/or debt securities exclusively for the purpose of supporting their market price during a specified period of time (hereinafter – stabilization period) due to oversupply of offers for the sale of such securities.
The mechanism for placement/excess placement/sale of unit and/or debt securities, the right of the investment firm to carry out stabilization operations upon their public offer during issuance or circulation, parameters of deviation of their offer from ordinary trading by total value of such offer and by method of sale of such securities, stabilization period and stabilization option, as well as the person who must ensure proper disclosure of information provided for in this section, are determined by the conditions of the underwriting agreement concluded between the investment firm and the issuer or offeror of securities.
32. Upon public offer during issuance of unit securities, stabilization operations (except for operations to complete the fulfillment of open obligations) may be carried out by the investment firm during the stabilization period, which must not exceed 30 calendar days from the day:
start of trading of such securities on the organized capital market; or disclosure by the issuer of the final price of securities in the event that the rules of the operator of the organized capital market provide for trading in the pre-session period.
33. Upon circulation of unit securities, stabilization operations (except for operations to complete the fulfillment of open obligations) may be carried out by the investment firm during the stabilization period, which must not exceed 30 calendar days from the day of registration by the NSCSCU of the report on the results of issuance of the relevant securities.
34. Stabilization operations (except for operations to complete the fulfillment of open obligations) regarding debt securities may be carried out by the investment firm during the stabilization period, which must not exceed 60 days from the day of disclosure by the issuer of the offer conditions. If the funds from the placement of debt securities were received by the issuer earlier than this deadline, stabilization operations regarding such debt securities may be carried out by the investment firm for 30 calendar days from the day of receipt by the issuer of funds from the placement of debt securities.
35. Additional stabilization is carried out by the investment firm after the completion of the stabilization period for the purpose of completing the fulfillment of open obligations that arose during the stabilization period as a result of excess placement and/or realization of the stabilization option, and must meet the following conditions:
15
2) information about unit and/or debt securities (type, ISIN code) and their nominal value;
3) quantity of excess placement of unit and/or debt securities (if any);
4) possibility of using the stabilization option and the quantity of unit and/or debt securities provided for within its implementation;
5) stabilization period;
6) full name of the operator of the organized capital market;
7) notification that stabilization may not be carried out by the investment firm or may be terminated by it at any time during the stabilization period without prior notification.
The investment firm sends a notice to the NSCSCU and the operator of the organized market regarding proper disclosure of information about the conditions of stabilization no later than the next working day from the day of carrying out such disclosure.
38. The investment firm properly discloses relevant information within 7 working days from the day of carrying out the stabilization operation and notifies the NSCSCU of such disclosure. The information must contain the following details:
16
39. The investment firm properly discloses a report on the carried out stabilization within 7 working days from the day of completion of the last stabilization operation and notifies the NSCSCU of such disclosure. The report on the carried out stabilization must contain the following details:
Appendix 1
to the Regulation on the procedure for implementing a share buyback program and conducting stabilization (subparagraph 1 of paragraph 20) Notice on approval of the share buyback program 1 Full name of the issuer of shares 2 Identification code of the legal entity 3 International Legal Entity Identifier (LEI code) (if available) 4 International Securities Identification Number (ISIN) 5 Purpose of the buyback program 1 6 Maximum monetary amount to be used for the buyback program 7 Maximum number of shares subject to buyback 8 Start date of the share buyback program 9 End date of the share buyback program 10 Type of share buyback program 2 11 Full name of the legal entity of the investment firm 3 12 Identification code of the legal entity of the investment firm 3 13 Dates and planned volumes of share buyback 4 14 Full name of the legal entity of the operator of the organized market on which share buyback operations will be carried out within the framework of the buyback program 15 Identification code of the legal entity of the operator of the organized market on which share buyback operations will be carried out within the framework of the buyback program 16 Procedure for determining the price of shares within the framework of the buyback program with indication of limit prices for such price 17 Average daily trading volume (if determined in accordance with paragraph 13 of this Regulation) 18 Date of adoption of the decision on approval of the share buyback program 19 Date of preparation of the notice on approval of the buyback program 1 – the purpose of the share buyback program is indicated in accordance with paragraph 5 of this Regulation. 2 – one type of share buyback program is indicated: standard, delegated, with a fixed schedule. 3 – indicated in the case of a delegated share buyback program.
2
Continuation of Appendix 1
4
– indicated in the case of a share buyback program with a fixed schedule.
(position)
(last name and initials of the authorized person of the issuer of shares) ____________________________
Appendix 2
to the Regulation on the procedure for implementing a share buyback program and conducting stabilization (subparagraph 2 of paragraph 20) Notice on amendments to the share buyback program 1 Full name of the issuer of shares 2 Identification code of the legal entity 3 International Legal Entity Identifier (LEI code) (if available) 4 International Securities Identification Number (ISIN) 5 Purpose of the buyback program 1 6 Type of share buyback program 2 7 Date of adoption of the decision on amendments to the share buyback program 8 Governing body of the company that adopted the decision on amendments to the share buyback program 9 Changes made to the share buyback program in accordance with paragraph 8 of the Regulation 3 :
9.1 Maximum monetary amount to be used for the buyback program
9.2 Maximum number of shares subject to buyback
9.3 Start date of the share buyback program
9.4 End date of the share buyback program
9.5 Full name of the legal entity of the investment firm 4
9.6 Identification code of the legal entity of the investment firm 4
9.7 Full name of the legal entity of the operator of the organized market on which
share buyback operations will be carried out within the framework of the buyback program
9.8 Identification code of the legal entity of the operator of the organized market on which
share buyback operations will be carried out within the framework of the buyback program 10 Date of preparation of the notice on amendments to the buyback program 1 – the purpose of the share buyback program is indicated in accordance with paragraph 5 of this Regulation. 2 – one type of share buyback program is indicated: standard, delegated, with a fixed schedule. 3 – subparagraphs 9.1 – 9.8 are filled depending on the changes made to the share buyback program.
2
Continuation of Appendix 2
4
– indicated in the case of carrying out a delegated share buyback program.
(position)
(last name and initials of the authorized person of the issuer of shares) ____________________________
Appendix 3
to the Regulation on the procedure for implementing a share buyback program and conducting stabilization (subparagraph 3 of paragraph 20, paragraph 22) Notice on share buyback operations carried out within the framework of the share buyback program
Part I. Identification Data
1 Full name of the issuer of shares
2 Identification code of the legal entity
3 International Legal Entity Identifier (LEI code) (if available) 4 International Securities Identification Number (ISIN)
Part II. Detailed Form 1
Identification Data of the operator of the organized market on which buyback operations were carried out Identification Data of the investment firm 2 No. p/o Identifi cation data of the op eration of buyback (date, order number and reason) full name identification code full name identification code Quantity of shares Price per share (UAH.) Total amount Full name (for legal entity – shareholder) or surname, given name, middle name – for physical person (shareholder)) with whom a contract was concluded for buyback of shares within the framework of the share buyback program 1 2 3 4 5 6 7 8 9 10 1 – a separate row is filled for each operation 2 – filled in the case of carrying out a delegated share buyback program
Part III. Aggregated Form 1
No. p/o
Trading day
Identification Data of the operator of the organized market on which buyback operations were carried out Identification Data of the investment firm 2 Total volume of shares Weighted average
2
Continuation of Appendix 3 full name identification code full name identification code price of shares (UAH.)
1 2 3 4 5 6 7 8
1
– aggregated form is filled in the case of carrying out share buyback operations of one type/class, carried out within the framework of the buyback program, during one trading day and on one trading venue. 2 – filled in the case of carrying out a delegated share buyback program. ___________________ (position) ___________________________ (last name and initials of the authorized person of the issuer of shares) ____________________________
Appendix 4
to the Regulation on the procedure for implementing a share buyback program and conducting stabilization (subparagraph 4 of paragraph 20) Notice on completion of the share buyback program 1 Full name of the issuer of shares 2 Identification code of the legal entity 3 International Legal Entity Identifier (LEI code) (if available) 4 International Securities Identification Number (ISIN) 5 Purpose of the buyback program 1 6 Type of share buyback program 2 7 Full name of the legal entity of the investment firm 3 8 Identification code of the legal entity of the investment firm 3 9 Dates and volumes of share buyback 4 10 Full name of the legal entity of the operator of the organized market on which share buyback operations were carried out within the framework of the buyback program 11 Identification code of the legal entity of the operator of the organized market on which share buyback operations were carried out within the framework of the buyback program 12 Planned start date of the share buyback program 13 Planned end date of the share buyback program 14 Actual end date of the share buyback program 15 Total amount of monetary funds that were used for the buyback program 16 Number of shares that were bought back during the share buyback program 17 Date of preparation of the notice on completion of the buyback program
2
Continuation of Appendix 4
1
– the purpose of the share buyback program is indicated in accordance with paragraph 5 of this Regulation.
2
– one type of share buyback program is indicated: standard, delegated, with a fixed schedule.
3
– indicated in the case of a delegated share buyback program.
4
– indicated in the case of a share buyback program with a fixed schedule.
(position)
(last name and initials of the authorized person of the issuer of shares) ____________________________
Appendix 5
to the Regulation on the Procedure for Implementing a Share Buyback Program and Conducting Stabilization (point 25) Requirements for submitting buyback program information for placement in the database of the person disclosing regulated information as well as regarding confirmation of the fact of such submission
Information for placement in the database of the person disclosing regulated information is provided in the form of an electronic document with an electronic signature of an authorized person of the issuer of shares applied to it, based on a qualified open key certificate, and must additionally contain identification data of the issuer of shares, represented by the authorized person (full or official abbreviated name and identification code of the legal entity).
If the qualified open key certificate of the authorized person of the issuer does not contain the data specified in the first paragraph of this point, such information is considered not submitted.
As a result of providing and publishing information, the issuer of shares receives a certificate of publication of information in the form of an electronic document with a qualified electronic signature of the person disclosing regulated information applied to it, using a qualified electronic trust service for formation, verification, and confirmation of a qualified time stamp (regarding the time of creation of this certificate), which contains the following information:
2
Continuation of Appendix 5
Appendix 6
to the Regulation on the Procedure for Implementing a Share Buyback Program and Conducting Stabilization (point 28) Notification of possible untimely disclosure of buyback program information
1 Full name of the issuer of shares
2 Identification code of the legal entity
3 Date of preparation of the notification
4 Type of buyback program information 1
5 Date of occurrence of buyback program information 6 Date when disclosure of buyback program information should have occurred 7 Justification of reasons leading to untimely disclosure of buyback program information 8 New date of disclosure of buyback program information, justified by the terms for eliminating the causes of untimely disclosure
1 – buyback program information is indicated in accordance with point 20 of this Regulation ___________________ (position) ___________________________ (last name and initials of the authorized person of the issuer of shares) ____________________________
Appendix 7
to the Regulation on the Procedure for Implementing a Share Buyback Program and Conducting Stabilization (point 29) Notification of disclosure of inaccurate buyback program information
1 Full name of the issuer of shares
2 Identification code of the legal entity
3 Date of preparation of the notification
4 Type of buyback program information 1
5 Date of occurrence of buyback program information 6 Date of disclosure of inaccurate buyback program information 7 Justification of reasons for disclosure of inaccurate buyback program information 8 Date of disclosure of corrected buyback program information 9 URL address of the website of the issuer of shares, where the file containing the corrected buyback program information is placed
1 – buyback program information is indicated in accordance with point 20 of this Regulation ___________________ (position) ___________________________ (last name and initials of the authorized person of the issuer of shares) ________________________________
APPROVED
Decision of the National Commission for Securities and Stock Market ___________ No. ___________ Amendments to the Regulation on Disclosure of Information by Issuers of Securities, as well as Persons Providing Security for Such Securities, approved by the Decision of the National Commission for Securities and Stock Market of June 06, 2023 No. 608, registered in the Ministry of Justice of Ukraine on August 02, 2023 under No. 1307/40363
Complete Section VII with a new Chapter 11 of the following content:
"11. Procedure for Disclosing Information Carried Out Within the Framework of a Buyback Program
For the purposes of disclosing information carried out within the framework of a share buyback program, issuers of securities disclose the share buyback program, as well as information about buyback operations carried out within the framework of the buyback program in accordance with the Regulation on the Procedure for Implementing a Share Buyback Program and Conducting Stabilization approved by the NSCCUFM.
The obligation to disclose information carried out within the framework of a share buyback program, as provided for in point 139 of this Regulation, applies to issuers of securities admitted to trading on organized capital markets who have adopted a decision to approve a share buyback program."
Consider points 139–141 of Section VIII as points 141–143 of Section VIII respectively.
In point 142 of Section VIII, replace the digit "139" with the digit "141".
In the note of Appendix 69, replace the words and digits "(point 139)" with the words and digits "(point 141)".
Director of the Department of Methodology Maksym TYMOKHIN
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