Order No. 52/04 on Approval of the Procedure for Primary Offer of Stable Virtual Assets by Virtual Asset Service Providers

Order of the President of the National Bank of Georgia No. 52/04 March 6, 2026 Tbilisi

On Approval of the Procedure for Primary Offer of Stable Virtual Assets by Virtual Asset Service Providers

In accordance with sub-paragraph "z" of paragraph 1 of Article 15 of the Organic Law of Georgia "On the National Bank of Georgia", paragraphs 1 and 2 of Article 525 of the same Organic Law, and the Law of Georgia "On Combating Money Laundering and Financing of Terrorism", I order:

Article 1

The Procedure for Primary Offer of Stable Virtual Assets by Virtual Asset Service Providers is approved together with the attached annexes.

Article 2

This Order shall enter into force upon publication.

President of the National Bank of Georgia
Natela Turnava

Procedure for Primary Offer of Stable Virtual Assets by Virtual Asset Service Providers

Article 1. General Provisions

The Procedure for Primary Offer of Stable Virtual Assets by Virtual Asset Service Providers (hereinafter – the Procedure) defines the rules and requirements for the primary offer of stable virtual assets by virtual asset service providers, including their issuance and subsequent servicing, as well as the rights, obligations, and liabilities of the parties involved in the provision of services.
The purpose of the Procedure is to establish a safe and transparent framework for the primary offer of stable virtual assets in Georgia.
The requirements of this Procedure apply to virtual asset service providers registered by the National Bank of Georgia (hereinafter – the National Bank) who wish to conduct a primary offer of stable virtual assets.
The primary offer of stable virtual assets on the territory of Georgia is prohibited without the prior written consent of the National Bank.
A person who is not registered as a virtual asset service provider by the National Bank and wishes to conduct a primary offer of stable virtual assets and related services in Georgia is obliged to register as a virtual asset service provider in accordance with the requirements established by the "Procedure for Registration, Cancellation of Registration and Regulation of Virtual Asset Service Providers in the National Bank of Georgia" approved by Order No. 94/04 of the President of the National Bank of Georgia dated June 13, 2023 (hereinafter – the Registration Procedure).
For the purposes of this Procedure, a stable virtual asset is a virtual asset defined in sub-paragraph "a" of paragraph 1 of Article 2 of this Procedure, which aims to maintain a stable value.

Article 2. Definitions

For the purposes of this Procedure, the terms used herein have the following meanings:

a) Stable virtual asset – a convertible virtual asset expressed or denominated in units, the value of which is pegged to the value of fiat lari or any other fiat foreign currency (US dollar, euro, or others), and its value maintenance is possible through liquid assets, through which price stability and supply control are carried out. A stable virtual asset does not include digital representations of monetary funds, securities, and other financial instruments;

b) Lari stable virtual asset – a stable virtual asset whose value is pegged to the value of fiat lari as the underlying asset, to maintain its value;

c) Foreign currency stable virtual asset – a stable virtual asset whose value is pegged to the value of any one fiat foreign currency (e.g., US dollar, euro, or others) as the underlying asset, to maintain its value;

d) (Deleted - 09.09.2026, No. 214/04);

e) Issuer of a stable virtual asset (hereinafter – Issuer) – a virtual asset service provider that issues a stable virtual asset and is responsible for managing the stable virtual asset scheme, maintaining adequate reserve assets, and redeeming the stable virtual asset at its nominal value upon the holder's request;

f) Primary offer – the issuance of a stable virtual asset and its public availability for purchase, sale, or/and exchange;

g) Liquid asset – fiat currency and/or domestic and foreign government securities;

h) Reserve asset of a stable virtual asset – a liquid asset that secures the stable virtual asset in circulation, the total value of which at any time must not be less than 100% of the value of the stable virtual asset;

i) Redemption – the exchange of a stable virtual asset by the Issuer into a pre-determined corresponding asset upon the request of the holder of the stable virtual asset;

j) Issuer's client – any natural or legal person who is identified/verified by the Issuer and registered as a client in accordance with the rules and conditions established by the Issuer;

k) Issuer's non-client – any natural or legal person who is not an Issuer's client;

l) Segregation of stable virtual asset reserves – the legal and operational separation of reserve assets from the Issuer's own assets;

m) Nominal value – the fixed or otherwise determined value of a stable virtual asset, which is determined by the corresponding asset or assets and implies the right of the stable virtual asset holder to receive the corresponding value upon its redemption;

n) Offering document – a document that provides detailed, transparent, and public information about the stable virtual asset, including technical, financial, legal, and operational aspects, intended for interested parties and investors to enable them to make informed decisions;

o) Fiat currency – official currency issued by a state, which has legal force on the territory of the country for settling obligations, paying taxes, and performing other financial operations;

p) Supervisory capital – a type of capital created by the Issuer to carry out its activities, to neutralize expected or unexpected financial losses/losses, and to protect against various types of risks;

q) Subordinated debt – debt that has a lower priority of payment (repayment) compared to other attracted funds – by contract, the parties agree that in the event of the Issuer's severe financial condition, insolvency, or liquidation, the claims of the subordinated debt creditor will be satisfied only after the full satisfaction of the claims of all other non-shareholder/non-partner creditors;

r) Convertible debt – debt that is unconditionally convertible into the Issuer's capital upon the expiration of the period stipulated by the contract or upon the request of the National Bank;

s) Other comprehensive income – other comprehensive income defined by the "International Financial Reporting Standards" (IFRS) approved by the International Accounting Standards Board.

Other terms used in this Procedure have the meanings defined by the Organic Law of Georgia "On the National Bank of Georgia", the Registration Procedure, and other normative acts of Georgia.

Order of the President of the National Bank of Georgia dated September 9, 2026 No. 214/04 - website, 10.09.2026

Article 3. Corporate Governance

The Issuer is obliged to have a clearly defined organizational structure that ensures the determination of responsibilities, effective processes for identification, management, monitoring, and reporting of risks, adequate internal control mechanisms, including sound accounting and administration procedures.
The Issuer's management structure must correspond to the nature, scale, and complexity of its activities.
If the total value of the Issuer's reserve assets exceeds 15,000,000 (fifteen million) GEL (the volume of reserves held in foreign currency shall be calculated in GEL equivalent according to the official exchange rate existing at the end of the reporting period), then the Issuer is obliged to meet the requirements provided for in paragraphs 4 to 14 of this Article.
The highest management body of the Issuer is the General Meeting of Partners/Shareholders (hereinafter – General Meeting), which operates in accordance with the legislation of Georgia and the Issuer's Charter.
The Issuer is obliged to immediately, but no later than 10 (ten) working days after the change, provide information in writing to the National Bank regarding the introduction of changes into the Charter. The Issuer is also obliged to provide information to the National Bank about the holding of the General Meeting (indicating the place, date, time, agenda, and other data) together with the meeting minutes as soon as they become available, but no later than 10 (ten) working days after the holding of the General Meeting.
The Supervisory Board is responsible for the Issuer's corporate governance. The General Meeting elects members of the Supervisory Board for a term of no more than 3 (three) years, and their re-election is unlimited. The number of members of the Supervisory Board must correspond to the requirements established by legislation, including the minimum amount specified by the Law of Georgia "On Entrepreneurs", as well as the scale and complexity of the Issuer's activities. Furthermore, the competence and skills of the members of the Supervisory Board must ensure the ability to properly conduct the Issuer's activities and risk management.
A member of the Supervisory Board shall not perform executive functions.
Members of the Supervisory Board, both individually and collectively, along with other functions, are responsible for:

a) Defining the Issuer's mission, vision, main directions of long-term strategy, and monitoring its implementation;

b) Ensuring the management of the Issuer's organization in accordance with the principles of fairness, competence, professionalism, and ethics, including promoting the improvement of employees' qualifications for this purpose;

c) Defining the Issuer's organizational structure, including roles and responsibilities, in such a way as to ensure the proper fulfillment of the powers of the Supervisory Board and the Administrator and an effective decision-making process. The Supervisory Board defines the joint and individual roles and responsibilities of directors by official document;

d) Monitoring the activities of the Director/Directorate and evaluating the decisions made by them. Taking into account the results of the evaluation, plan appropriate measures, which may include the improvement of the qualifications of members of the Director/Directorate;

e) Approving the budget and supervising its implementation;

f) Creating an Audit Committee in accordance with the Law of Georgia "On Entrepreneurs", regularly supervising its activities, and considering the reports prepared by it at least once a quarter;

g) Annually inviting an external audit and submitting the financial report prepared by it to the General Meeting for approval;

h) Approving policies and procedures related to the organization's activities and risk management in accordance with current legislation and supervisory requirements, and supervising their implementation.

A Chairman is elected from among the members of the Supervisory Board, who is responsible for the effective functioning of the Supervisory Board, including the establishment of trust and collegial relations among its members, coordination of relations between the Director/Directorate and the Supervisory Board, accountability, and effective cooperation.
The Issuer is obliged to submit the minutes of the Supervisory Board meeting to the National Bank no later than 10 (ten) working days after the holding of the Supervisory Board meeting. The meeting minutes must reflect at least the positions and arguments recorded by the members of the Supervisory Board in the decision-making process.
The Supervisory Board, its member is not entitled to delegate its powers to others without the consent of the General Meeting, except for cases provided for by legislation and the delegation of the Supervisory Board's own powers to committee(s) created at the level of the Supervisory Board, which must be notified to the National Bank.
The Issuer, taking into account its size, complexity, and individual interests, may have a Director or a Directorate, which is approved by the Supervisory Board. The leadership and representation of the Issuer are entrusted to its Director/Directorate.
The structure of the Directorate must include a General Director/Executive Director appointed by the Supervisory Board. The Directorate may also include several directors of different directions, including financial, operational, risk, and other directions.
The Director/Directorate is responsible for:

a) The daily activities of the Issuer and is accountable to the Supervisory Board. The Director/Directorate provides the Supervisory Board with information necessary for the performance of its functions, at least in the format and frequency determined by the Supervisory Board and its committee(s);

b) Implementation of the Issuer's strategy and policy, operations, asset quality, and planning of future activities;

c) Creation of sound internal control systems for risk management and reduction of their negative impact;

d) Employee qualifications, distribution of employee functions and duties, and ensuring accountability and transparency within the company.

In case of non-compliance or inadequate compliance with the requirements provided for in this Article, the National Bank is authorized to require the Issuer to introduce changes into the corporate governance system, as well as to establish additional individual corporate governance requirements taking into account the risk profile, scale of activities, ownership structure, or other characteristics.

Article 4. Adequacy of Issuer's Capital

The Issuer's capital is a means to ensure the implementation of its activities and its stable growth, reliability, and stability, and is the main source for covering its financial losses and damages.
The purpose of the Issuer's capital is:

a) To ensure the reliability of investors' monetary funds, minimize possible negative consequences caused by the risks of the Issuer's activities, so that processes caused by the Issuer's financial losses, damages, and insolvency do not spread to other virtual asset service providers and other representatives of the sector, do not acquire a systemic character, and the probability of the emergence of a systemic crisis is minimized;

b) To ensure the neutralization of expected and unexpected financial losses and damages;

c) To ensure the Issuer's financial strength, solvency, reliability, and stability.

The main component for assessing the Issuer's financial strength, solvency, reliability, and stability is capital adequacy, which must correspond to the essence and purpose of the Issuer's capital.

Article 5. Supervisory Capital

The Issuer is obliged to have a minimum supervisory capital, which must not be less than 500,000 (five hundred thousand) GEL.
Supervisory capital consists of the sum of primary and secondary capital elements, where at least 75% must be primary capital elements, and secondary capital elements must be less than or equal to 1/3 of the primary capital elements.
Primary capital elements include:

a) Capital instruments in accordance with paragraph 5 of this Article;

b) Additional funds associated with the issuance of capital instruments provided for in sub-paragraph "a" of this paragraph;

c) Undistributed profit;

d) Convertible debt;

e) Other reserves;

f) Accumulated other comprehensive income.

Recognition of elements provided for in sub-paragraphs "c", "e", and "f" of paragraph 3 of this Article as primary capital elements is permissible if their use is possible to unconditionally cover losses immediately upon their occurrence, so that the Issuer can continue its activities without interruption.
Capital instruments included in primary capital must meet all the following conditions:

a) The instrument is issued directly by the Issuer with the consent of its shareholders/partners' meeting or the management body authorized by the Charter;

b) The instrument is issued and paid directly, and its purchase is not financed directly or indirectly by the Issuer;

c) The instrument is classified as own capital according to the "International Financial Reporting Standards" (IFRS) approved by the International Accounting Standards Board;

d) The instrument is clearly and separately reflected in the Issuer's balance sheet;

e) The instrument is perpetual, and reduction of principal amount or payment is prohibited, except in the case of the Issuer's liquidation or when voluntary redemption or other means of voluntary reduction of capital are carried out, in cases provided for by the legislation of Georgia;

f) In the issuance of instruments, any action of the Issuer does not create an expectation that the issued instruments will be redeemed, repaid, or cancelled, nor should statutory or contractual conditions provide grounds for such an expectation;

g) Distribution is carried out only after the payment of obligations to all statutory and contractual and preferred capital instruments. This means that there is no obligation for privileged distribution, including for those capital elements classified as highest quality capital. Also, there are no mandatory distribution circumstances. Accordingly, non-payment of the distributed amount is not considered a breach or inadequate performance of obligations;

h) Distribution is carried out from distributable elements (including undistributed profit). The amount of distribution does not depend on the amount paid at the time of issuance and the limit established by contract (except in the case when the Issuer cannot pay the distributable amount because it is higher than the level of distributable elements);

i) It is capital that covers losses first and proportionally. Each instrument among the highest quality capital elements covers current losses proportionally and simultaneously according to the principle of a going concern;

j) In the event of the Issuer's insolvency or liquidation, the instrument takes the last place compared to all other claims;

k) It is subject to the right of claim on the remaining assets after the satisfaction of priority obligations during liquidation in proportion to the share of capital issued;

l) The instrument is not secured, nor is there a guarantee issued by the issuer of the instrument or a person associated with it that gives priority to this claim;

m) The instrument is not the subject of any negotiation, contract, or other type of agreement that gives priority to the claim on this instrument in the event of insolvency or liquidation.

Any change in the terms of the convertible debt contract included in primary capital must be agreed upon in advance with the National Bank. The Issuer is prohibited from attracting convertible debt from natural persons (including individual entrepreneurs), except for the Issuer's partner/shareholder/beneficial owner.
Capital instruments included in secondary capital must meet all the following criteria:

a) It is issued and paid or subordinated debt is received;

b) The Issuer or a person associated with it, over whom the Issuer has control or significant influence, must not have purchased the given secondary capital instrument or received subordinated debt from said person, nor directly and/or indirectly, the Issuer must not have financed the purchase of the secondary capital instrument or the receipt of subordinated debt;

c) It is not secured, nor is there a guarantee issued by the issuer of the secondary capital instrument/receiver of subordinated debt or a person associated with it that gives priority to this claim. Also, no legal or economic conditions apply to it that give priority to this claim compared to the Issuer's unsecured creditors;

d) The initial term must be at least 5 (five) years;

e) The interest rate does not increase, and there is no other prepayment incentive motivation;

f) Subordinated debt may be called or prepaid at least 5 (five) years later only by the issuer:

f.a) To exercise the right of call or prepay subordinated debt, the Issuer must obtain prior consent from the National Bank;

f.b) The Issuer must not create an expectation of exercising the right of call or prepaying subordinated debt;

f.c) The Issuer must not exercise the right of call or prepay subordinated debt, except in the case when the replacement of the called secondary capital instrument or subordinated debt is carried out with capital or subordinated debt of the same or better quality, and the replacement of said capital or subordinated debt is carried out under conditions that correspond to the scale of the Issuer's income or the Issuer can demonstrate that in the case of exercising the right of call or prepaying subordinated debt, the Issuer's capital sufficiently exceeds the supervisory capital requirements;

g) The investor does not have the right to accelerate future payments (interest or principal), except in cases of bankruptcy and liquidation;

h) The payment of dividends on the secondary capital instrument or interest on subordinated debt must not depend on the Issuer's credit status, which would lead to a change in dividend/interest according to the Issuer's credit status/rating;

i) It is subordinated to the Issuer's users and unsecured creditors.

Any change in the terms of the contract for an instrument included in secondary capital and/or subordinated debt must be agreed upon in advance with the National Bank.
The Issuer is prohibited from attracting subordinated debt from natural persons (including individual entrepreneurs), except for the Issuer's partner/shareholder/beneficial owner.
During the remaining 5-year period before maturity, subordinated debt recognized in supervisory capital must be amortized linearly at book value.
If the instrument is divided into tranches, each tranche must individually satisfy the conditions provided in this Article.
Before any newly issued capital instrument, convertible or subordinated debt, is included in the calculation of supervisory capital, the issuer must obtain the consent of the National Bank.
The National Bank considers the issue based on the documents/information submitted by the issuer, which must clearly describe the instrument's compliance with the criteria specified in this Article.

Article 6. Supervisory Capital Requirement

If the issuer belongs to a group that includes another financial institution/virtual asset service provider, it is prohibited to use multiple times the elements involved in the calculation of the capital of another financial institution/virtual asset service provider participating in the group when calculating supervisory capital.
In case of violation of the supervisory capital requirement, the issuer must immediately notify the National Bank about the violation and submit a capital replenishment plan within 5 (five) working days. In individual cases, upon the issuer's request, taking into account the scale and complexity of its activities, the National Bank is authorized to extend this deadline at its discretion.
The capital replenishment plan must include:
a) Assessment and forecast of financial indicators; b) Plans and deadlines for raising the capital necessary to fully meet the supervisory capital requirements; c) Additional information/documentation that the National Bank deems necessary for evaluating the capital replenishment plan.
The National Bank evaluates the capital replenishment plan submitted by the issuer and considers it acceptable if, in the National Bank's assessment, the implementation of the capital replenishment plan ensures the maintenance or growth of capital such that the issuer can meet the supervisory capital requirements within a reasonable timeframe determined by the National Bank. If the submitted capital replenishment plan is considered acceptable, the National Bank gives consent and notifies the issuer thereof.
If the issuer fails to submit a capital replenishment plan or, as a result of the National Bank's assessment, the submitted capital replenishment plan does not meet the requirements of paragraph 4 of this Article, the National Bank is authorized to:
a) Require the issuer to replenish capital to a specified level within the specified timeframe, which may exceed the corresponding requirements defined by these Rules; b) Apply sanctions provided by legislation, including monetary fines.
In case of violation of the supervisory capital requirements by the issuer, it is prohibited from distributing capital, making payments on capital instruments, creating obligations for variable remuneration (bonuses), and carrying out other transactions defined by the National Bank that result in the outflow of funds from the issuer during the period when the issuer fails to meet the supervisory capital requirements.
Before distributing elements of supervisory capital, the issuer must assess the impact of such distribution on its capital adequacy indicator and ensure its distribution in such a way that the supervisory capital requirements are not violated.

Article 7. Method of Calculating Supervisory Capital

If the total value of the issuer's reserve assets is greater than or equal to 1,000,000 (one million) GEL, then its supervisory capital must constitute the minimum supervisory capital requirement defined by paragraph 1 of Article 5 of these Rules, plus the average daily value of the issuer's reserve assets for the last 6 (six) months of not less than 2%, but not more than 50,000,000 (fifty million) GEL.
The volume of reserves held/accounted for in foreign currency shall be calculated according to the official exchange rate existing at the end of the reporting period in equivalent GEL.
For the purpose of calculating the minimum supervisory capital and supervisory capital, the following must be deducted from the elements of supervisory capital:
a) Asset revaluation reserve; b) Residual value of intangible assets.

Article 8. Requirements for Reserve Assets

The issuer is obligated to ensure the fulfillment of the requirements for reserve assets established by this Article.
The issuer is obligated to own and maintain at any time a volume of reserve assets that constitutes full (100%) coverage of the nominal value of the issued stable virtual asset.
The issuer is obligated to comply with the reserve requirements defined by this Article in parallel with any increase in the volume of the issued stable virtual asset.
The issuer's reserve assets must be denominated only in the corresponding currency linked to the stable virtual asset issued by the issuer.
The issuer's reserve assets must meet the requirements defined by Annex No. 1 to these Rules.
With the consent of the National Bank, the issuer is authorized to use other liquid assets as reserves in addition to the reserve assets defined by Annex No. 1 to these Rules.
In the case of placing reserve assets with a total value exceeding 1,000,000,000 (one billion) GEL (the volume of reserves held/accounted for in foreign currency shall be calculated according to the official exchange rate existing at the end of the reporting period in equivalent GEL), the issuer is authorized, in case of agreement with the National Bank, to hold reserve assets with a different proportional ratio than that defined by Annex No. 1 to these Rules.
The issuer is obligated to manage reserve assets effectively and reasonably, at least in the following ways:
a) Use a person with appropriate and valid authority and license for storing specific types of reserve assets. In the case of placing reserve assets in Georgia, such a person is considered a commercial bank/microbank licensed by the National Bank; b) Reserve assets must be segregated from the issuer's own assets through effective internal control mechanisms, ensuring that in the event of insolvency, reserve assets are clearly identifiable and protected from the claims of creditors, in the event that the issuer has creditors other than holders of stable virtual assets; c) Reserve assets must be maintained solely and exclusively for the benefit of stable virtual asset holders in the volume necessary to meet uncovered obligations. The issuer must implement mechanisms that ensure their effective isolation from insolvency proceedings; d) The issuer is obligated to implement appropriate policies/procedures to ensure redemption rights, according to which it must have access to reserve assets at any time. Reserve assets must not be encumbered by mortgage or subject to any form of pledge, calculation, debt claim, or recourse by creditors, reserve asset custodians, or other third parties; e) The issuer must daily assess the composition of reserve assets to ensure compliance with the requirements defined by these Rules.
The issuer is obligated to agree with the National Bank on the financial institution where it plans to place its reserve assets.
The issuer is obligated to take all possible measures to avoid and, in any case, identify, manage, and publicly disclose conflicts of interest related to the creation and management of reserve assets.
The issuer must manage and use any income received from reserve assets in such a way that the required volume and/or structure of reserves is not reduced, nor are the rights of stable virtual asset holders to demand the transfer of their stable virtual asset at nominal value at any time restricted.
The issuer is prohibited from entering into agreements that directly or indirectly imply sharing any part of the income received from reserve assets with stable virtual asset holders or any third party.
Additionally, the issuer must not offer, encourage, or publicize profit distribution, dividend, remuneration, or similar schemes that would allow stable virtual asset holders or other persons to benefit from the income of reserve assets, whether through a legal entity or by any indirect method.
The issuer is obligated to publish the latest information about its reserves on its website, which must include:
a) Composition and volume of reserves; b) Average maturity of each reserve category; c) Total volume of stable virtual assets issued by the issuer.

Order of the President of the National Bank of Georgia No. 214/04 dated September 9, 2026 - Website, 10.09.2026

Article 81. Limits on Placement of Reserve Assets

The issuer is obligated to ensure diversified placement of reserve assets in the form of fiat currency and avoid their excessive concentration in any one commercial bank or microbank licensed by the National Bank.
If the total value of the issuer's reserve assets in the form of fiat currency does not exceed 5,000,000 (five million) GEL, 100 percent of such reserve assets (fiat currency) may be placed in one commercial bank or microbank licensed by the National Bank. At the same time, the total value of the issuer's reserve assets in the form of fiat currency must not exceed 10 percent of the share capital of the respective commercial bank or microbank.
If the total value of the issuer's reserve assets in the form of fiat currency exceeds 5,000,000 (five million) GEL, the total value of fiat currency placed in one commercial bank or microbank licensed by the National Bank must not exceed 10 percent of the share capital of the respective commercial bank or microbank and 50 percent of the total value of the issuer's reserve assets in the form of fiat currency.
For the purposes of this Article, the amount of share capital of a commercial bank or microbank is determined based on the latest data published on the official website of the National Bank.
For the purposes of this Article, when determining the concentration of reserve assets in the form of fiat currency with respect to one commercial bank or microbank, reserve assets in the form of fiat currency placed in commercial banks or microbanks that are members of the same banking group are also taken into account.
The National Bank is authorized to establish stricter individual limits for the issuer than those defined by this Article, taking into account the volume of reserve assets of the stable virtual asset, the issuer's risk profile, the interconnection with the financial system, or other relevant circumstances.
For the purposes of this Article, the amount of funds held/accounted for in foreign currency shall be calculated according to the official exchange rate existing at the end of the respective reporting period in equivalent GEL.
The issuer is obligated to constantly comply with the requirements defined by this Article.
If the issuer violates the requirements defined by this Article, it is obligated to immediately notify the National Bank thereof and submit information on the causes of the violation and measures to be taken to eliminate it.
The National Bank is authorized to set a reasonable deadline for the issuer to ensure compliance with the requirements established by this Article, which must not exceed 2 (two) working days.
The issuer is obligated to ensure the placement of reserve assets in the form of fiat currency in compliance with the requirements established by this Article within the timeframe determined by the National Bank.

Order of the President of the National Bank of Georgia No. 214/04 dated September 9, 2026 - Website, 10.09.2026

Article 9. Redemption Rights and Deadlines

The issuer is obligated to timely and unimpededly ensure the right of the stable virtual asset holder (issuer's client and issuer's non-client) to redeem the stable virtual asset at any time.
For the purposes of this Article, the stable virtual asset holder (issuer's client and issuer's non-client) is authorized to transfer the stable virtual asset to the corresponding asset.
The issuer, as a reporting person under the Law of Georgia "On Prevention of Money Laundering and Terrorist Financing," is obligated to ensure the redemption of stable virtual assets for its non-client persons only after implementing enhanced preventive measures and the stable virtual asset holder meets the requirements provided by the Law of Georgia "On Prevention of Money Laundering and Terrorist Financing," including Order No. 208/04 of the President of the National Bank of Georgia dated August 4, 2023, "On Approval of the Procedure for Compliance with Sanction Regimes by Reporting Persons Subject to the Supervision of the National Bank of Georgia," and gives consent to the service terms.
Detailed conditions and procedures for redemption at the nominal value of the stable virtual asset, including the redemption period, commission, as well as minimum volumes for purchase and redemption (if any), must be pre-announced and publicly available.
The issuer is obligated to ensure the transfer of the stable virtual asset at nominal value upon the request of the stable virtual asset holder-client within no later than 3 (three) working days from the receipt of the request, subject to the conditions defined by paragraphs 3 and 4 of this Article; and in the case where the total claim of one client for stable virtual assets exceeds 300,000 (three hundred thousand) GEL or its equivalent in foreign currency, the issuer is authorized to ensure redemption within no later than 5 (five) working days from the receipt of the request.
If the issuer fails to manage reserves due to reasons independent of it, including force majeure, redemption must be performed within 3 (three) working days from the date when such circumstances are eliminated.
In the case of transfer of stable virtual assets in fiat currency, redemption is considered fulfilled from the moment of execution of the fund transfer operation in accordance with paragraph 1 of Article 27 of the Law of Georgia "On Payment Systems and Payment Services."
(Deleted - 09.09.2026, No. 214/04).
For the purposes of paragraph 5 of this Article, the request is considered received from the moment the stable virtual asset holder-client issues an order to transfer the stable virtual asset to the corresponding asset.
The deadlines provided by paragraph 5 of this Article also apply to the case of the issuer's non-client persons. The counting of these deadlines in the case of the issuer's non-client persons begins after the requirements provided by paragraphs 3 and 4 of this Article are fulfilled. Additionally, the requirements of paragraph 9 of this Article must be observed in the case of the issuer's non-client persons.
The issuer is authorized to establish reasonable and proportional commissions for the redemption of stable virtual assets and minimum volumes for the purchase and redemption of stable virtual assets. The commission for the redemption of stable virtual assets, as well as the minimum volumes for the purchase and redemption of stable virtual assets, must be pre-announced and clearly disclosed to the user.

Order of the President of the National Bank of Georgia No. 214/04 dated September 9, 2026 - Website, 10.09.2026

Article 10. Accounting

The issuer is obligated to maintain reliable, complete, unimpeded, and regular accounting that reflects the issuer's economic status and all financial operations, including the issuance of stable virtual assets and the management of reserves.
Accounting must be carried out in accordance with the "International Financial Reporting Standards" (IFRS) approved by the International Accounting Standards Board.
The issuer is obligated to:
a) Perform accounting entries in real-time mode; b) Comply with operational risk management requirements when performing accounting operations, including the four-eyes principle; c) Close the business day no later than the second working day, and make changes with chronological records (logging) indicating explanations, so that in case of necessity, the content and time of the operation, as well as the performer, can be identified; d) Perform accounting operations only on the basis of appropriate material or electronic documents (contracts, acts, decisions, orders, etc.); e) Reflect fixed assets and intangible assets in software and periodically perform their inventory/revaluation/depreciation.
The issuer is obligated to keep accounting and financial records for no less than 10 (ten) years and submit them to the National Bank upon request.

Article 11. Inspection and Audit

The issuer is obligated to ensure regular quarterly inspection of reserve assets with the help of an independent qualified external auditor. The inspection results must include information on the composition and market value of reserve assets, as well as information on the nominal value of issued stable virtual assets and the volume of reserve assets.
The audit report defined by paragraph 1 of this Article must be published by the issuer quarterly on its website. Any material discrepancy or defect in the report must be immediately notified to the National Bank and corrected by the issuer.
The issuer is obligated to submit reporting to the National Bank in the form and procedure determined by the National Bank.
The report defined by this Article must reflect the state of reserves as of the last working day of the reporting period.
The issuer is obligated to invite an independent qualified external auditor annually to conduct an audit inspection and submit to the National Bank the audited annual financial report of the previous year by July 15 of the following year after the end of each calendar year.
Reserve assets and annual financial reporting must be prepared in accordance with the "International Financial Reporting Standards" (IFRS) approved by the International Accounting Standards Board and the "International Standards on Auditing" (ISA) issued by the International Federation of Accountants.
The issuer is obligated to submit to the National Bank, along with the offering document, a qualified, independent, latest audit opinion confirming compliance with the criteria provided by Articles 15 and 16 of these Rules, as well as other related documents upon the National Bank's request. If critical and/or high-risk vulnerabilities are recorded in the submitted documentation and/or penetration testing report, the National Bank will not give consent, and is also authorized to suspend or cancel the consent issued for the primary offer of stable virtual assets in accordance with these Rules.
The National Bank is authorized to request the audit opinion provided by paragraph 7 of this Article from the issuer using a risk-based approach.
In the case of placing reserve assets with a total value exceeding 15,000,000 (fifteen million) GEL (the volume of reserves held/accounted for in foreign currency shall be calculated according to the official exchange rate existing at the end of the reporting period in equivalent GEL), the issuer is obligated to perform the audit assessments provided by paragraphs 1 and 5 of this Article through audit firms defined by Annex No. 2 to these Rules.

Article 12. Requirements Related to the Primary Offer of Stable Virtual Assets

A person is authorized to carry out the primary offer of stable virtual assets if it is registered as a virtual asset service provider in accordance with the procedure for registration with the National Bank.
The issuer is obligated to act fairly and in good faith so as not to mislead users, serve their interests, and maintain market integrity. The issuer must use clear and transparent formulations in all communications and public statements, treat all holders of stable virtual assets fairly, and comply with market practice ethics.
The issuer must have adequate skills, capabilities, and resources for the proper, effective, and efficient processes of the primary offer of stable virtual assets.
The issuer must ensure that all communications and statements are clear, concise, effective, and contain all information necessary for holders and/or potential holders of stable virtual assets to make a decision.
The issuer is obligated to comply with the legislation of Georgia, including existing and other relevant regulatory requirements related to consumer protection, which are associated with its activities.
The issuer must have environmental responsibility, including reducing the negative impact on the environment resulting from the issuance of stable virtual assets.
The primary offer of stable virtual assets is permitted only if the placed reserve assets comply with the criteria defined by legislation and fully cover the nominal value of the issued stable virtual assets (100% coverage).

Article 13. Offering Document

Before carrying out the primary offer, the issuer is obligated to prepare an offering document and agree with the National Bank in accordance with the procedures defined by the registration procedure. The offering document must be accompanied by an operational risk form filled out in accordance with Annex No. 3 to these Rules.
The offering document must include at least:
a) Information about the issuer:
a.a) Name, trade name (if any), legal form, identification number, head office address (contact address), contact phones, email address, website address/addresses; a.b) Number of registration of the issuer as a virtual asset service provider by the National Bank, number and date of the registration order; a.c) Information about significant share holders; a.d) Identity of the administrator(s), service email addresses, and functions; a.e) Financial status indicators for the last 3 (three) years. If the issuer has been providing virtual asset services for less than 3 (three) years, it is authorized to submit financial indicators for the period following registration as a virtual asset service provider; a.f) Detailed description of the governance structure; a.g) Information about virtual asset services (if any) other than the primary offer of stable virtual assets provided by the issuer, including information about the primary offer of other types of virtual assets (if any); http://www.matsne.gov.ge 22001000018011016980

a. Detailed information (including names, addresses, websites, contact information, etc.) about persons involved in the initial offer of the stable virtual asset. This includes, among others, trading platforms, brokers, external auditors, legal advisors/consultants, and others; a. Detailed information about all distributed ledger technology (DLT) based platforms on which the initial offer of the stable virtual asset will take place. Additionally, information on the issuer's connection to all aforementioned entities; a. The website address where the offering document will be publicly available; a. Other significant information about the issuer. b) Information on the stable virtual asset:
b. The name, ticker symbol/abbreviation, code, or other similar information by which it can be identified; b. Description of the characteristics of the stable virtual asset, including the currency to which the value of the stable virtual asset will be pegged; b. Description of the target market of the stable virtual asset, including any restrictions related to owner types; b. Information on technical requirements necessary for holding and/or storing the stable virtual asset, including information on wallets with which the stable virtual asset will be compatible; b. Volume, issuance schedule, and availability of the stable virtual asset, as well as information on minimum purchase and redemption volumes for the stable virtual asset (if any); b. Information on rights and obligations associated with the stable virtual asset, including redemption conditions. c) Security measures: A statement that the stable virtual asset is backed by reserve assets by at least 100%; information that reserve assets are segregated from the issuer's own assets; and information on changes made to the composition of reserve assets; d) Declared risks: A clear description of main risks (market, liquidity, operational, cybersecurity, technological, and regulatory) and warning statements, ensuring the availability of the risk document; e) Compliance and risk management: Types of risks associated with the stable virtual asset and their management mechanisms, reserve management and liquidity control systems, conflict of interest policy, compliance with Georgian legislation on combating money laundering and terrorist financing, including requirements set by Order No. 208/04 of the President of the National Bank of Georgia dated August 4, 2023, "On Approval of the Procedure for Compliance with Sanctions Regimes by Supervised Persons of the National Bank of Georgia," cybersecurity, review of ongoing transaction monitoring, and other risk management issues; v) Technological architecture: Description of the protocol and platforms, "lifecycle flow," use of "hot" (software) and "cold" wallets, encoding and data security measures; z) Dispute resolution: Description of procedures for submitting and processing complaints, and any dispute resolution mechanism or legal protection procedure established by the issuer; th) Warning statements and explanations, which must include the following:
th. The approval of the offering document by the National Bank of Georgia confirms that the information submitted by the issuer complies with Georgian legislation and rules established by the National Bank of Georgia, but it does not confirm the accuracy of the stated information. Furthermore, it should not be considered a recommendation by the National Bank of Georgia. The following words must be clearly visible on the cover page of the offering document: "The approval of the offering document by the National Bank of Georgia relates to the form of the offering document and cannot be considered as a conclusion regarding the accuracy of its content;" th. The issuer is a registered virtual asset service provider with the National Bank of Georgia, however, registration does not confirm the quality of the stable virtual asset or the issuer's solvency; th. The user is obliged to read the full text of the offering document before making a decision; th. The issuance concerns only the stable virtual asset mentioned in this document and does not constitute an offer of any other stable virtual asset, securities, or other financial instruments. ii) Other issues (if any).
3. Information in the offering document must be formulated in an unbiased, clear, and understandable manner. The record of the document must not mislead the user.
4. The offering document must be published on the issuer's website in an easily readable font and in the Georgian language. The requirement to publish the offering document in the Georgian language does not restrict the publication of the offering document in other languages. If there is a discrepancy between the offering documents published in Georgian and other languages, or if their interpretation is possible with different meanings, priority shall be given to the document published in the Georgian language.
5. The issuer must ensure the accuracy and completeness of the offering document at all times. The issuer must, among other things, ensure the inclusion of any necessary changes in the offering document or the publication of an updated document in the event of any changes.
6. In the event of any update to the offering document, the issuer must clearly indicate the date of the update to the offering document and ensure that all previous versions are easily accessible in the same format and location where they were initially published. Records of all versions of the offering document must be kept for at least 8 (eight) years from the date of withdrawal of the stable virtual asset from circulation.
Article 14. Advertising and Related Requirements

The issuer is authorized to publish any information related to the initial offer of the stable virtual asset in writing and/or orally, including through various types of information media, for advertising purposes. Advertising must comply with the requirements of the Law of Georgia "On Advertising."
The text of the advertising must correspond to the information reflected in the offering document.
Advertising must not be published before the publication of the offering document.
The National Bank of Georgia is authorized to require the submission of any document or statement used for advertising, for the purpose of determining compliance with the requirements established by these Rules and the legal acts of the National Bank of Georgia.
The National Bank of Georgia is authorized to establish other requirements regarding advertising related to the initial offer of the stable virtual asset.
Article 15. Risk Management Framework
The issuer must have adequate risk management policies and procedures to effectively identify, assess, monitor, report, control, and mitigate risks associated with the initial offer of the stable virtual asset and its subsequent service.
The issuer must ensure the effectiveness and completeness of the risk management framework at all times. The issuer must, if necessary, also ensure the update of the risk management framework.
The issuer must ensure that records of all versions of the risk management framework are kept for at least 8 (eight) years from the date of withdrawal of the stable virtual asset from circulation.
The risk management framework must correspond to the scale and complexity of the issuer's activities and must meet the requirements defined in this Article and any additional standards established by the National Bank of Georgia (if any).
The issuer must develop, approve, and implement a risk management framework, which must, at a minimum, include operational risk management policies and procedures and take into account the following:
a) Responsibilities, independence, and rights and duties of the structural unit/person responsible for operational risk management; b) Tools for identification, recording, analysis, assessment, and mitigation of operational risks; c) Preventive and detective procedures and mechanisms for internal control and monitoring; d) Policy and procedures for fraud risk management; e) Definition, monitoring, and response to key risk indicators; v) Business continuity management, which must include an operational resilience and business continuity plan, response mechanisms, and related documents, including the definition and management of critical functions, critical internal/external parties, business impact analysis, critical scenarios, and acceptable thresholds and limits for disruption/interruption; z) Accuracy risk management, which includes the integrity of information systems for registration, processing, and management of data related to the process, ensuring data accuracy, completeness, and timeliness; th) Recording of manually performed processes and assessment of their impact on operational risk; ii) Procedure for notifying the National Bank of Georgia about significant operational risks; kk) Risk management and monitoring of outsourcing processes; ll) Plan for periodic awareness-raising and qualification improvement measures regarding operational risks; mm) Regular review and update procedures for operational risk policies and procedures.
In managing operational processes, the issuer must, at a minimum, ensure:
a) Possession of devices, software, and other technical means necessary for the operational process and their reliable and uninterrupted operation; b) Subsequent verification and programmatic confirmation of registered data during information registration; c) Security of usernames and passwords of software users, including confidentiality and proper use of user authentication data (username, password, and any secret authentication code). Authentication data must be assigned uniquely, stored securely, transmitted securely, and protected against unauthorized disclosure or misuse; d) Conclusion of a contract with the software provider company in case of using outsourcing services; e) Determination of substitutes for persons responsible for critical activities and their availability if necessary, to ensure business continuity processes; v) Equipping software users (relevant employees) with appropriate knowledge and an action manual detailing their rights and duties; z) Generation and systematic storage of backup copies of software; th) Protection of data from unauthorized access; ii) Protection of software from unauthorized modifications (forgery or errors caused by negligence); kk) Protection of the authenticity and immutability of information in backup copies.
The issuer's operational program must meet, at a minimum, the following requirements:
a) Real-time recording of entries and maintenance of their registry; b) Recording and storage of incidents with indication of content/description; c) Consolidation of information existing in various modules and centralized storage of data in systems/databases for the period established by current legislation; d) Ability to generate data according to all parameters of reports for various time periods, as well as at any time, both in the context of branches and consolidated; e) Ability to quickly generate reports (forms) to be submitted to the National Bank of Georgia.
The business continuity plan (BCP) developed by the issuer must also include a plan for the recovery of information technology infrastructure (DRP). This plan must reflect a description of business continuity measures, including clear identification of critical operations, effective emergency/contingency plans. Testing of the business continuity plan is advisable and should be carried out regularly (at least once a year) for the purpose of assessing its adequacy and effectiveness.
Article 16. Cybersecurity
The issuer must have an effective information security control framework that ensures the confidentiality, availability, and integrity of all systems supporting services related to the initial offer of the stable virtual asset and its subsequent service.
The issuer must have a comprehensive cybersecurity policy developed, which must, at a minimum, include the following:
a) Formalized processes and effective control mechanisms; formalized processes ensuring cybersecurity must serve to protect information in storage (data-at-rest), transit (data-in-transit), processing (data-in-use), and destruction processes; b) Cybersecurity risk management policies and procedures, which must be approved by management; c) The latest registry of cybersecurity risks with indication of effective control mechanisms, which must be approved by management; d) Obligation to conduct cybersecurity awareness training and simulations for employees at least once a year; e) Effective control mechanisms for network and system security, which involve managing security configurations, as well as the existence of intrusion detection and prevention mechanisms; v) Effective control mechanisms for protecting the confidentiality, integrity, and availability of information, including user personal data and transaction information, including data encryption; z) Effective management framework for the lifecycle of system development; th) Accounting records (so-called logs) reflecting monitoring of access to systems and information.
The issuer is obliged to:
a) Conduct penetration testing on all systems connected to the network at least once a year. This must also be conducted in the event of significant changes; b) Conduct network vulnerability scanning at least twice a year; c) Have plans for responding to system disruptions and cyberattacks, and a cybersecurity incident management policy and procedure, which must also include immediate sharing of information about confirmed cybersecurity incidents with the National Bank of Georgia.
Article 17. Protection of User Rights
The issuer is obliged to:
a) Act in good faith, fairly, and professionally – based on the user's interests; b) Share with the user the risks associated with operations performed with the stable virtual asset before starting the service; c) Provide the user with information subject to publication under these Rules and other legal acts, upon the user's request; d) Record user complaints in accordance with the rules established by legal acts of the National Bank of Georgia.
The issuer must have a website where it must publish service tariffs, interim and annual financial reports, and other information determined by legal acts of the National Bank of Georgia.
Information provided by the issuer to the user (including for advertising purposes) must be convincing, clear, and must not mislead the user.
The issuer is obliged to make the following types of information available to the user:
a) Description of the main characteristics of the service to be provided; b) List of requisites to be submitted by the user, which are necessary for the proper execution of the user's order; c) Maximum time required to perform the service on the territory of Georgia; d) All types of commissions payable by the user to the issuer and the principle of their calculation, except for fixed commissions; e) The time interval for accepting orders established by the issuer and the time after which the issuer stops accepting orders from the user, if such time is established by the issuer. Also, the time after which an accepted order is considered received on the next working day; v) Information on security measures and incorrectly performed operations; z) Rights/duties of the user and the issuer in the process of receiving/providing the service, as well as the obligation of both parties to detect suspicious or fraudulent operations; th) Information on security measures and unauthorized or incorrectly performed operations; ii) Other issues determined by the issuer (if any).
If a third party participates in the execution of the user's order, the issuer is also obliged to provide the user with information about the possible deduction of commissions by said person.
Article 18. Compliance with Legislation on Combating Money Laundering and Terrorist Financing
The issuer is obliged to comply with the requirements established by the Law of Georgia "On Combating Money Laundering and Terrorist Financing," legal acts issued by the Financial Monitoring Service of Georgia and the National Bank of Georgia in the field of combating money laundering and terrorist financing, including:
a) Comply with the registration procedure, including requirements defined in Article 8; b) Implement technical and/or operational mechanisms and policies/procedures that ensure the suspension of service by the issuer and the execution of other enforcement measures within its own scheme in the event of violation of requirements established by Georgian legislation on combating money laundering and terrorist financing, including Order No. 208/04 of the President of the National Bank of Georgia dated August 4, 2023, "On Approval of the Procedure for Compliance with Sanctions Regimes by Supervised Persons of the National Bank of Georgia."
Article 19. Sanctions
In case of violation of the requirements provided for in these Rules, the National Bank of Georgia is authorized to apply sanctions defined by legislation against the issuer and/or its administrators (including monetary fines).
The National Bank of Georgia is authorized to suspend or revoke the consent issued for the initial offer of the stable virtual asset in accordance with these Rules, including in the event that the issuer:
a) Violates the requirements defined by these Rules regarding reserve assets and/or capital; b) Conducted the initial offer in violation of these Rules; c) Submitted false and/or incomplete information to the National Bank of Georgia; d) Violated other requirements defined by legislation.
The National Bank of Georgia is authorized to require the issuer to fully suspend/restrict operations, or to impose such restrictions only with respect to specific asset(s) and/or person(s).
Article 20. Transitional Provisions
The requirements provided for in these Rules shall apply to the initial offer of the stable virtual asset (including issuance) carried out after the entry into force of these Rules.
A virtual asset service provider who was conducting the initial offer of the stable virtual asset before the entry into force of these Rules is obliged to ensure the submission to the National Bank of Georgia of the information/documentation provided for in these Rules, including the audit report provided for in paragraph 7 of Article 11 of these Rules, within 1 (one) year from the entry into force of these Rules. Before the National Bank of Georgia makes the corresponding decision, the virtual asset service provider is authorized to continue the initial offer (including issuance) of the stable virtual asset in compliance with the requirements of legislation.
If the person defined in paragraph 2 of this Article plans to cease the initial offer (including issuance) of the stable virtual asset, they are obliged to provide information about this decision to the National Bank of Georgia within 1 (one) month from the entry into force of these Rules. In this case, the National Bank of Georgia is authorized to require the said person to comply with the requirements of these Rules before the cessation of the initial offer (including issuance) of the stable virtual asset.
Order No. 214/04 of the President of the National Bank of Georgia dated September 9, 2026 - Website, 10.09.2026. http://www.matsne.gov.ge 22001000018011016980

Order No. 52/04 on Approval of the Procedure for Primary Offer of Stable Virtual Assets by Virtual Asset Service Providers

Lineage: In force