Regulation on Insider Information and Its Disclosure in Capital Markets

NATIONAL COMMISSION FOR SECURITIES AND THE STOCK MARKET DECISION Kyiv On Approval of the Regulation on Insider Information and Its Disclosure in Capital Markets In accordance with paragraph 1 of part one of Article 7, Article 30 of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", part four of Article 1331 , part one and six of Article 148, Article 149 of the Law of Ukraine "On Capital Markets and Organized Commodity Markets" The National Commission for Securities and the Stock Market D E C I D E D:

1. Approve the Regulation on Insider Information and Its Disclosure in Capital Markets, attached.
2. Approve the Amendments to the Regulation on Disclosure of Information by Issuers of Securities, as well as Persons Providing Collateral for Such Securities, approved by the Decision of the National Commission for Securities and the Stock Market dated June 06, 2023 No. 608, registered in the Ministry of Justice of Ukraine on August 02, 2023 under No. 1307/40363, attached.
3. The Department of Methodology shall ensure submission of this decision for state registration to the Ministry of Justice of Ukraine.
4. The Administration of Administrative Activities shall ensure publication of this decision on the official website of the National Commission for Securities and the Stock Market.

2 5. The Department of Legal Development, after state registration of the decision by the Ministry of Justice of Ukraine, shall ensure publication of this decision on the official website of the National Commission for Securities and the Stock Market. 6. This decision enters into force on the day following the day of its official publication, and comes into effect from January 01, 2027. 7. Persons specified in paragraph 4 of the Regulation on Insider Information and Its Disclosure in Capital Markets shall bring their activities into compliance with the requirements of this Regulation by January 01, 2027. 8. Control over the execution of this decision shall be entrusted to a member of the National Commission for Securities and the Stock Market, Yu. Shapoval. Chairman of the Commission Oleksiy SEMENYUK Protocol of the Commission meeting dated 13.05.2026 No. 21

APPROVED Decision of the National Commission for Securities and the Stock Market ___________ No._______________ Regulation on Insider Information and Its Disclosure in Capital Markets I. General Provisions

1. This Regulation establishes the procedure for determining the list of insider information by an issuer of financial instruments, requirements for disclosure and deferral of disclosure of insider information, the procedure for compiling and maintaining by the issuer of financial instruments a list of insiders in capital markets, as well as establishes the boundaries of lawful behavior of insiders when concluding insider transactions.
2. In this Regulation, terms and concepts are used in the following meanings:

1. EDR – Unified State Register of Legal Entities, Individual Entrepreneurs and Public Formations;
2. Law on Joint Stock Companies – Law of Ukraine "On Joint Stock Companies";
3. Law on Capital Markets – Law of Ukraine "On Capital Markets and Organized Commodity Markets";
4. clearly and distinctly – a level of information disclosure 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;
5. KIS – Complex Information and Communication System of the NCSPFU;
6. person publishing regulated information – a person who carries out activities to publish regulated information on behalf of participants of capital markets;
7. written notice – is the transmission of information that can be read and reproduced, which is оформлена (documented) by a paper or electronic document sent by mail, electronic mail, other electronic means or provided personally;
8. full name – full name (within the meaning of the Civil Code of Ukraine) or full name of a legal entity – non-resident according to constituent documents;
9. Regulation on Submission of Regulated Data – Regulation on Submission of Administrative Data and Information in the Form of Electronic Documents to the National Commission for Securities and the Stock Market, approved by the Decision of the State Commission for Securities and the Stock Market dated May 13, 2011 No. 492, registered in the Ministry of Justice of Ukraine on June 25, 2011 under No. 789/19527;
10. Admission Regulation – Regulation on Admission of Securities of Foreign Issuers to Circulation in the Territory of Ukraine, approved by the Decision of the National Commission for Securities and the Stock Market dated January 21, 2021 No. 34, registered in the Ministry of Justice of Ukraine on March 23, 2021 under No. 379/36001 (with amendments);
11. council – supervisory board or board of directors (in a one-tier management structure of the company);
12. stakeholder – persons and/or groups of persons whose interests are directly related to the activities of the issuer of financial instruments or intersect with its interests (for example, participants, employees, creditors, service providers and providers of financial instruments, clients or counterparties);
13. rumors – unverified and/or distorted messages about someone or something, which do not have official confirmation and may be based on both real events and fictions, reflecting the interests and needs of a certain person or group of persons, which are fixed by the issuer of financial instruments during monitoring of information in the public space and in the manner established by the issuer of financial instruments. Terms "multilateral trading facility" (hereinafter – MTF), "issuer of a financial instrument", "organized trading facility" (hereinafter – OTF), "person performing management functions", "transaction regarding financial instruments", "professional participant", "regulated market" are used in accordance with the Law on Capital Markets.

3 The term "insider information" is used in the meaning of Article 146 of the Law on Capital Markets. The term "insider transactions" is used in the meaning of Article 149 of the Law on Capital Markets. The term "market sounding" is used in the meaning of Article 151 of the Law on Capital Markets. Other terms used in this Regulation are used in meanings defined by the Law on Joint Stock Companies, the Law on Capital Markets and regulatory legal acts of the NCSPFU. 3. The action of this Regulation extends to all financial instruments admitted to trading on organized capital markets, or financial instruments for which an application for admission to trading on organized capital markets has been submitted, except:

1. state bonds;
2. treasury bills;
3. state derivatives;
4. bonds of the Deposit Guarantee Fund for Natural Persons;
5. bonds of local loans.

4. The action of this Regulation extends to issuers of those financial instruments that are admitted to trading on organized capital markets, or financial instruments for which an application for admission to trading on organized capital markets has been submitted, as well as to investment firms, operators of organized markets, depository institutions, clearing institutions that provide such issuers of financial instruments with services within the framework of conducting the corresponding professional activity in capital markets.
5. Professional participants specified in paragraph 4 of this Regulation must ensure the preservation and protection of insider information of the issuer of financial instruments received in the process of performing contractual obligations with such issuer, as well as constant monitoring and control over the conduct of operations by their employees on behalf of or in the interests of the issuer of financial instruments for the purpose of preventing and detecting insider transactions and unlawful disclosure of insider information in capital markets.
6. The NCSPFU has the right in the course of conducting control measures to request information and/or documents for the purpose of checking compliance with legislative requirements regarding the disclosure of insider information, as well as regarding the conclusion of insider transactions. II. Insider Information
7. Insider information is determined independently by the issuer of financial instruments, taking into account the requirements specified in paragraphs 9–11 of this Regulation, and is оформлена (documented) in the form of a list posted on the issuer's website.
8. Requirements regarding the procedure for determining insider information, compiling the corresponding list, and the frequency of its review are established by internal documents of the issuer of financial instruments.
9. The list of insider information by the issuer of financial instruments includes information that can significantly affect the demand/supply, price of a financial instrument and/or a derivative contract related to it, and at the same time:

1. is of a precise nature (circumstances or events are sufficiently specific to influence the price, demand/supply of the financial instrument);
2. disclosure of which is reasonably expected or required in accordance with legislation, market rules, contract, practice or custom in the relevant capital markets.

10. Information regarding an intermediate stage of a continuing process is considered insider information and is included in the list of insider information by the issuer of financial instruments if such process itself meets the criteria for insider information established by part one of Article 146 of the Law on Capital Markets.
11. Sources of insider information included in the list of insider information by the issuer of financial instruments include, in particular:

1. decisions of the management bodies of the issuer and/or persons performing management functions in the issuer of financial instruments;

5 2) decisions/reports of persons who have access to insider information in connection with the performance of contractual obligations regardless of relations with the issuer of financial instruments or persons who possess insider information as a result of other circumstances; 3) reports of the management bodies of the issuer and/or persons performing management functions in the issuer of financial instruments; 4) information about the economic, financial, professional or other activities of the issuer of financial instruments that is not published and has an impact on the price, demand/supply of financial instruments. 12. An approximate (non-exhaustive) list of information, disclosure of which is reasonably expected or required in accordance with legislation, market rules, contract, practice or custom in the relevant capital markets, provided for in Article 146 of the Law on Capital Markets, is published on the official website of the NCSPFU. III. Disclosure of Insider Information in Capital Markets 13. This section applies to issuers of those financial instruments that are admitted to trading on organized capital markets, or financial instruments for which an application for admission to trading on organized capital markets has been submitted. This section does not apply to foreign issuers whose securities are registered in accordance with the legislation of another state and whose admission to circulation in the territory of Ukraine has been granted by the NCSPFU in accordance with the Admission Regulation. 14. The body ensuring compliance with the requirements for disclosure of insider information by the issuer of financial instruments is the council or, in case the creation of a council is not provided for in the charter, another authorized management body of the issuer of financial instruments determined by internal documents of the issuer of financial instruments. 15. Insider information is disclosed clearly and distinctly in full volume, in the state language of Ukraine, and, at the desire, additionally in any other language of EU member states. 16. The issuer of financial instruments discloses insider information specified in Section II of this Regulation in the form according to Appendix 1 by means of:

1. posting on its own website;
2. posting in the database of the person publishing regulated information;
3. submission to the NCSPFU. If the issuer of financial instruments or a person acting on its behalf or for its account, during the ordinary course of their employment or professional duties, intentionally discloses any insider information to a third party, except in the case where this third party has an obligation to ensure confidentiality of such information in accordance with the requirements of legislation, charter and/or contract, then such issuer of financial instruments must immediately disclose the corresponding insider information in full volume. When disclosing insider information, the issuer of financial instruments is obliged to comply with legislation on information, in particular, requirements regarding the disclosure of information with limited access, including banking or professional secrecy, as well as the requirements of the Law of Ukraine "On Protection of Personal Data", other acts of legislation on information establishing corresponding requirements. A person who discloses any information, including insider information, by submitting it to the NCSPFU (including at its request), is not considered to be violating restrictions on the disclosure of insider information or other requirements (restrictions) on disclosure/non-disclosure of information provided for by current legislation or contract.

17. When posting insider information on its own website, the issuer of financial instruments: ensures free (without establishing any restrictions) access to the posted insider information; cannot establish a fee for access to the posted insider information; ensures easy and clear search for insider information; ensures the display of insider information in chronological order with the date and time indicated. Insider information is posted by the issuer of financial instruments on its own website in the form of an electronic document signed by an electronic signature based on a qualified open key certificate of an authorized person of the issuer, suitable for: human perception; printing on A4 paper; contextual search and copying of any information posted on it (in DOC (DOCX) or PDF format); downloading; reading the qualified open key certificate of an authorized person of the issuer of financial instruments. Information is also posted in a machine-readable XML format with the imposition of an electronic signature of an authorized person of the issuer of financial instruments, based on a qualified open key certificate, in accordance with the description of sections and XML file schemes defined by a separate normative-technical document of the NCSPFU. All insider information must be posted by the issuer of financial instruments in a section of its own website titled "Disclosure of Insider Information" and remain in free public access for no less than five years from the date of its posting. A link to the page for transitioning to this section is posted on the main (home) page of the website of the issuer of financial instruments. In the event of a change of the issuer's own website, from the day of the new website's operation, all insider information that was posted earlier and whose storage period has not expired must be posted on it.
18. Requirements for the submission of insider information for posting in the database of the person publishing regulated information in accordance with subparagraph 2 of paragraph 16 of this Regulation, as well as regarding confirmation of the fact of such submission, are defined in Appendix 2. The procedure for interaction between the issuer of financial instruments and the person publishing regulated information is determined by the contract concluded between them.
19. The issuer of financial instruments submits insider information to the NCSPFU in accordance with subparagraph 3 of paragraph 16 of this Regulation in the manner established by the Regulation on Submission of Regulated Data:

1. through the person publishing regulated information who provides information services in capital markets and organized commodity markets with the submission of reporting and/or administrative data to the NCSPFU. In this case, the person publishing regulated information independently submits the corresponding insider information to the NCSPFU and confirms such submission, notifying the issuer of financial instruments in the manner established by the corresponding contract, regulation, or other document;

8 2) independently by connecting its own information-communication system to the (PTK) of the NCSPFU in accordance with the interaction protocol defined by the corresponding normative-technical act of the NCSPFU. Insider information is submitted to the NCSPFU in the form of electronic documents in accordance with the description of sections and XML file schemes defined by a separate normative-technical document of the NCSPFU, and is compiled using the System of Reference Books and Classifiers of the National Commission for Securities and the Stock Market, approved by the Decision of the NCSPFU dated May 08, 2012 No. 646, registered in the Ministry of Justice of Ukraine on May 25, 2012 under No. 831/21143. 20. The issuer of financial instruments must notify the operator of the regulated market, MTF and OTF about the posting of insider information on its own website or in the database of the person publishing regulated information in an agreed manner. 21. The issuer of financial instruments notifies the NCSPFU/stakeholders about possible untimely disclosure of insider information by sending/posting a notice on its own website in the form according to Appendix 3, signed by an authorized person of the issuer, with an explanation of the reasons that led to the possible untimely disclosure of insider information and a new date for the disclosure of insider information, which must be justified by the time periods necessary for the issuer of financial instruments to take measures to eliminate the causes of untimely disclosure of the corresponding insider information. 22. The issuer of financial instruments notifies the NCSPFU/stakeholders about the disclosure of inaccurate insider information, including that resulting from a technical error, no later than 10 o'clock of the next business day after the day the issuer of financial instruments learned about the disclosure of inaccurate insider information, by sending/posting a notice on its own website in the form according to Appendix 4, signed by an authorized person of the issuer of financial instruments. Disclosure of corrected information is carried out by the issuer of financial instruments in the same manner as the inaccurate information was disclosed. 23. Information determined by the issuer of financial instruments as insider information in accordance with the requirements of paragraphs 9–12 of this Regulation must be disclosed. In the event of rumors whose accuracy indicates that confidentiality of insider information is no longer ensured, the issuer of financial instruments must disclose such insider information in the manner and timeframes specified in this Regulation.

9 24. List of insider information not subject to disclosure in accordance with the requirements of this Regulation:

1. information containing banking secrecy within the meaning of the Law of Ukraine "On Banks and Banking Activity";
2. information containing the secrecy of a financial service (including insurance secrecy) within the meaning of the Law of Ukraine "On Financial Services and Financial Companies", the Law of Ukraine "On Insurance";
3. professional secrecy in capital markets and organized commodity markets within the meaning of the Law on Capital Markets in the event that the issuer of financial instruments is a professional participant.

25. The obligation to disclose information arises for the issuer of financial instruments from the date when such issuer of financial instruments begins to meet the requirements of paragraph 13 of this Regulation and ceases in the event of:

1. termination of the issuer of financial instruments - from the date of entry of the corresponding record into the EDR;
2. from the date when the issuer of financial instruments ceased to meet the requirements of paragraph 13 of this Regulation.

26. Disclosure of insider information in accordance with paragraph 16 is carried out by the issuer of financial instruments no later than the end of the next business day after the day of occurrence of insider information, except for cases specified in paragraphs 27 and 29 of this Regulation. For the purposes of this paragraph, "day of occurrence of insider information" should be understood as the day on which the information arose and was reflected in documents specified in paragraph 11 of this Regulation.
27. The issuer of financial instruments, which is not a financial institution, has the right in accordance with part 5 of Article 1331 of the Law on Capital Markets to defer disclosure of insider information if all such conditions are met:

1. disclosure of insider information may endanger the legitimate interests of the issuer of financial instruments;

10 2) deferral of disclosure of insider information will not mislead participants of capital markets, including potential ones; 3) the issuer of financial instruments is able to ensure confidentiality of insider information. The NCSPFU publishes on its official website a list of legitimate interests of the issuer of financial instruments, which is not a financial institution, specified in subparagraph 1 of this paragraph, and situations in which deferral of disclosure of insider information may mislead participants of capital markets, including potential ones, specified in subparagraph 2 of this paragraph. 28. The issuer of financial instruments, which is not a financial institution, no later than the next business day from the day of adoption by the body specified in paragraph 14 of this Regulation of a decision to defer disclosure of insider information, must notify the NCSPFU about such deferral (Appendix 5), and provide written explanations regarding the presence of conditions specified in subparagraphs 1–3 of paragraph 27 of this Regulation. 29. The issuer of financial instruments, which is a financial institution, has the right in accordance with part 6 of Article 1331 of the Law on Capital Markets to defer disclosure of insider information if all such conditions are met:

1. disclosure of insider information threatens the financial stability of the issuer of financial instruments or the financial system;
2. public interests require deferral of disclosure of such information;
3. confidentiality of such information can be ensured;
4. the NCSPFU has granted consent to defer disclosure of insider information based on compliance with conditions specified in paragraphs 1–3 of this paragraph.

30. The issuer of financial instruments, which is a financial institution, no later than the next business day after the adoption by the body specified in paragraph 14 of this Regulation of a decision to defer disclosure of insider information, must notify the NCSPFU of its intention to defer disclosure of insider information (Appendix 6) and provide written evidence of compliance with conditions specified in subparagraphs 1–3 of paragraph 29 of this Regulation.

11 31. Submission by the issuer of financial instruments of a notice about deferral of disclosure of insider information to the NCSPFU, specified in paragraphs 28 and 30, and information (documents, written explanations, evidence) related to deferral of disclosure of insider information, is carried out by sending them to the NCSPFU through the personal cabinet in the KIS to the structural subdivision of the NCSPFU authorized to consider documents regarding deferral of disclosure of insider information, taking into account the requirements of legislation on electronic documents and electronic document flow, in accordance with requirements and means defined by a separate normative-technical document, information about which is published on the official website of the NCSPFU. 32. A decision on granting, denying, or revoking consent to defer disclosure of insider information is made by the NCSPFU. The NCSPFU makes a decision on granting or denying consent to defer disclosure of insider information and notifies the issuer of financial instruments of the decision made no later than 10 business days from the date of receipt of the notice about deferral of disclosure of insider information to the NCSPFU, specified in paragraph 30 of this Regulation. 33. In the event of the NCSPFU granting consent to defer insider information in accordance with paragraph 29 of this Regulation, the NCSPFU

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