Regulation on the Procedure for Issuance and Circulation of Internal Local Debt Bonds

NATIONAL COMMISSION ON SECURITIES AND STOCK MARKET DECISION Kyiv On approval of the Regulation on the procedure for issuance of internal local debt bonds and their circulation In accordance with part three of Article 2, paragraphs 1, 73, 74 of part one of Article 7 of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", Articles 15, 91–106 of the Law of Ukraine "On Capital Markets and Organized Commodity Markets", the Law of Ukraine "On Administrative Procedure", The National Commission on Securities and Stock Market D E C I D E D:

1. Approve the Regulation on the procedure for issuance of internal local debt bonds and their circulation, attached hereto.
2. Recognize as having lost force the decision of the National Commission on Securities and Stock Market of June 14, 2018 No. 391 "On approval of the Regulation on the procedure for issuance of internal local debt bonds and their circulation", registered in the Ministry of Justice of Ukraine on July 11, 2018 under No. 808/32260.
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 Activity shall ensure publication of this decision on the official website of the National Commission on Securities and Stock Market.
5. The Department of Legal Development shall, after state registration of the decision by the Ministry of Justice of Ukraine, ensure publication of this decision on the official website of the National Commission on Securities and Stock Market.

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6. This decision enters into force one month from the date of its official publication on the official website of the National Commission on Securities and Stock Market.
7. Control over the implementation of this decision shall be vested in a member of the National Commission on Securities and Stock Market M. Libanov.
Chairman of the Commission Oleksiy SEMENYUK
Protocol of the Commission meeting of 29.06.2026 No. 29

APPROVED
Decision of the National Commission on Securities and Stock Market ______________ 2026 No. _____ REGULATION on the procedure for issuance of internal local debt bonds and their circulation
I. General Provisions

1. Definitions of terms and other general provisions
2. This Regulation establishes the procedure for carrying out the issuance, circulation of internal local debt bonds (hereinafter – bonds); registration by the National Commission on Securities and Stock Market (hereinafter – NCSPSM) of the issue of bonds; registration of the issue of bonds and approval of the bond prospectus (hereinafter – prospectus); registration of the issue of bonds and approval of the final terms of public offer (hereinafter – final terms); approval of the base bond prospectus (hereinafter – base prospectus); approval of changes and/or additions to the bond prospectus / base prospectus / final terms; agreement on changes to the decision on bond issuance; registration of the report on the results of bond issuance; registration of debt restructuring for bonds; submission to the NCSPSM of a report on the results of redemption (early redemption); cancellation of registration of the issue of bonds, annulment of bonds repurchased by the issuer; suspension / resumption of bond circulation.
3. In this Regulation, terms are used in the following meanings:
   base prospectus – a document containing information about the issuer, the terms of the issuer's bond issue and providing for the issuer to prepare final terms for the issuance of bonds. The base prospectus together with the final terms constitutes the bond prospectus of the respective issue; relevant year – the year in which borrowing in the form of bond issuance was carried out; bond owners – individuals and legal entities, residents and non-residents who have acquired ownership rights to bonds in accordance with legislation; early redemption of bonds – a set of actions by the issuer and bond owners carried out in the manner established by this Regulation on the basis of the issuer's decision on early redemption and related to the issuer's fulfillment of obligations under the bonds by paying bond owners the nominal value of the bonds and income from such bonds (if provided for by the decision on bond issuance and/or prospectus / base prospectus / final terms), before the redemption dates provided for by the decision on bond issuance and/or prospectus / base prospectus / final terms, and cancellation of registration of the bond issue; issuer of bonds (hereinafter – issuer) – the Supreme Council of the Autonomous Republic of Crimea, regional, city, urban settlement, rural councils (hereinafter – respective Council), which issues bonds in its own name and assumes obligations arising from the terms of placement of these bonds to bond owners;

2 significant terms of the issue of local debt bonds – total volume of the issue at nominal value; number of bonds in the issue; nominal value of one bond; currency of the nominal value of bonds in the issue (hereinafter – issue currency); size and term of income payment; term of bond redemption; name – name (within the meaning of the Civil Code of Ukraine) or full name of a non-resident individual according to the document certifying such person; head of the issuer – head of the respective Council or authorized person of the issuer; final terms – a document prepared by the issuer in accordance with the requirements of the base prospectus and supplementing the base prospectus with terms whose determination is required by the base prospectus for the issuance of the respective bonds; prospectus – a document containing information about the issuer, the terms of issuance and placement of bonds, as well as other information provided for by the Law of Ukraine "On Capital Markets and Organized Commodity Markets". The prospectus may consist of a base prospectus and final terms; public offer of bonds (hereinafter – public offer) – an offer (offer) addressed to an indefinite circle of persons for the purchase of bonds at a price and on terms determined by such offer, carried out with due regard to the requirements established by the Law of Ukraine "On Capital Markets and Organized Commodity Markets" and this Regulation; registration action – actions of the NCSPSM regarding registration of the bond issue; registration of the bond issue and approval of the prospectus / final terms; approval of the base prospectus; approval of changes and/or additions to the prospectus / base prospectus / final terms; agreement on changes to the decision on bond issuance; registration of debt restructuring for bonds, registration of the report on the results of bond issuance; cancellation of registration of the bond issue; suspension / resumption of bond circulation; debt restructuring for bonds (hereinafter – debt restructuring) – a change by the respective Council of the method and procedure for fulfilling obligations under bonds in case of impossibility by the issuer to timely pay income and/or redeem bonds, in the amount and within the term established by the decision on bond issuance and/or prospectus / base prospectus / final terms; text format – files in Portable Document Format / A (PDF 1.4 ISO 19005-1:2005 specification format) - PDF/A, Rich Text Format - RTF, Excel (.xlsx), Word (.doc), (.docx). Terms "administrator of the bond issue", "default", "bond owners' meeting", "international securities identification number (ISIN code)", "international legal entity identifier (LEI code)", "local debt bond", "offeror", "first owner", "redemption of bonds", "decision on bond issuance", "placement of bonds", "term of circulation of issue securities", "qualified investors" are used in accordance with the Law of Ukraine "On Capital Markets and Organized Commodity Markets";
terms "global certificate", "temporary global certificate" – in the meaning provided for in the Law of Ukraine "On the Depository System of Ukraine"; term "borrowing" – in accordance with the Procedure for carrying out local borrowing, approved by the Resolution of the Cabinet of Ministers of Ukraine of February 16, 2010 No. 110.
3. The issuer submits an application and other documents to the NCSPSM for registration of the bond issue; registration of the bond issue and approval of the prospectus; registration of the bond issue and approval of the final terms; approval of the base prospectus, approval of changes and/or additions to the bond prospectus / base prospectus / final terms in case of changes to significant terms of the bond issue; agreement on changes to the decision on bond issuance in case of changes to significant terms of the bond issue; registration of debt restructuring upon obtaining agreement from the Ministry of Finance of Ukraine on the volume and terms of borrowing in the form of bond issuance for the relevant year.
4. The decision of the respective Council on carrying out borrowing in the form of bond issuance (hereinafter – borrowing decision) is adopted in accordance with legislation.
5. The total volume of borrowing to the local budget through the issuance of local debt bonds may not exceed the volume of borrowing in the form of bond issuance approved by the Ministry of Finance of Ukraine for the relevant year.
6. The authorized body of the issuer adopts a separate decision on bond issuance for each issue of bonds.
7. Placement of bonds is carried out by the issuer by concluding contracts with the first owners in accordance with the decision on bond issuance and/or prospectus / base prospectus / final terms.
Placement of bonds must be completed by the end of the relevant year.
8. Bonds may exist exclusively in electronic form.
9. Depending on the method of income payment, bonds may be coupon or discount.
Coupon bonds are bonds for which coupon income is to be paid or for which the coupon rate is equal to zero.
The coupon rate for coupon bonds may be fixed or floating. The coupon rate cannot be negative.
The specific size of the coupon rate, if it is fixed from the start of placement to redemption, is determined in the decision on bond issuance and/or in the prospectus / base prospectus / final terms.
If the coupon rate is floating, the minimum and maximum size of such coupon rate, as well as the procedure (method, formula) for calculation or other method of determination (establishment) of the coupon rate for each coupon period or several coupon periods, and the method of informing bond owners about changes in the parameters of the floating coupon rate must be determined in the decision on bond issuance and/or in the prospectus / base prospectus / final terms. If the authority to determine the coupon rate in accordance with the issuance terms is granted to the authorized body of the issuer, this body must be indicated in the decision on bond issuance and/or prospectus / base prospectus / final terms.

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Placement of coupon bonds is carried out at a price that cannot be lower than their nominal value.
The issuer of coupon bonds must pay coupon income on the bonds in the amount and within the term established by the decision on bond issuance and/or prospectus / base prospectus / final terms. Coupon income on bonds whose nominal value is denominated in foreign currency is paid in the foreign currency in which the nominal value of these bonds is expressed, taking into account currency regulation legislation or in the national currency in the manner established by the decision on bond issuance and/or prospectus / base prospectus / final terms. Discount bonds are bonds placed at a price lower than their nominal value. The difference between the acquisition price and the nominal value of the bond, paid to the bond owner upon its redemption, constitutes the income (discount) on the bond. Coupon income on discount bonds is not accrued and not paid. Redemption and payment of income on bonds is carried out by the issuer exclusively through the Ukrainian depository system.
10. Bonds by the method of their redemption are classified as ordinary.
11. Bonds depending on the purpose of use of raised funds are classified as ordinary.
12. In cases provided for by this Regulation, submission to the NCSPSM of an application and other documents for registration of the report on the results of bond issuance, formation of such documents is carried out by the issuer taking into account the following features:
in case of ensuring monetary settlements by a person carrying out clearing activity, upon the results of bond placement with observance during settlements of the principle of "delivery versus payment", the Central Depository of Securities provides the issuer, after the end of bond placement, based on its order in the manner defined by the internal documents of the Central Depository, a certificate from the issuer's securities account. The issuer attaches the obtained certificate from the issuer's securities account to the application and other documents submitted to the NCSPSM for registration of the report on the results of bond issuance. In this case, the report on the results of bond issuance does not require certification at the Central Depository of Securities; in case of carrying out settlements upon the results of bond placement without observance of the "delivery versus payment" principle, the Central Depository of Securities certifies for the issuer the report on the results of bond issuance in part of the number of bonds accounted for on owners' accounts on the date of certification of the report.
13. The sequence of actions by the issuer aimed at registration of the bond issue in the NCSPSM, their placement among investors in securities is carried out in the manner established by this Regulation.
Placement of bonds is carried out by the issuer independently or through an investment firm carrying out underwriting and/or placement activity with guarantee or placement activity without guarantee.
14. Contracts with the first owners are concluded from the start of bond placement, determined by the decision on bond issuance and/or prospectus / base prospectus / final terms.
15. Placement of bonds is carried out among a pre-determined circle of persons, the number of non-qualified investors among whom cannot be equal to or exceed 150 persons, except in the case of carrying out a public offer by the issuer in the process of bond issuance.
16. The issuer may carry out bond issuance with a public offer taking into account the following features:

1. adoption by the respective Council of a decision on bond issuance with a public offer by preparing a single document – a prospectus for the total nominal value of bonds in an amount not exceeding the volume of borrowing in the form of bond issuance approved by the Ministry of Finance of Ukraine for the relevant year. With this approach, the bond issue is registered in the NCSPSM once, and the respective Council has the opportunity to receive the entire volume of funds from the placement of bonds to the local budget in one lump sum during the relevant year;
2. adoption by the respective Council of a decision on bond issuance with a public offer by preparing a prospectus consisting of a base prospectus and final terms.
   In the base prospectus, the respective Council approves the significant terms of the bond issue. Approval of such a base prospectus is carried out in the NCSPSM once. After approval of the base prospectus, the authorized body (authorized person) of the respective Council has the right during the relevant year to prepare any number of final terms for registration of bond issues in the NCSPSM provided that the parameters of significant terms of the bond issue defined in the base prospectus are observed. With this approach, the respective Council has the opportunity within the volumes of bond issue defined by it, several times during the relevant year to receive funds from the placement of bonds to the local budget.

17. The requirements of this Regulation regarding the issuer obtaining an LEI code apply in case of carrying out bond issuance, which is combined with a public offer of such bonds.
18. Circulation of bonds is permitted exclusively after registration by the NCSPSM of the report on the results of bond issuance and issuance of a certificate of registration of the bond issue.
19. The transfer of ownership rights to bonds from the issuer to another person is not a ground for releasing the issuer from fulfilling obligations confirmed by the bond.
20. Each investor in bonds must pay the cost of bonds in full by the date of approval of the results of the respective issue of bonds.

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21. A bond has a nominal value denominated in the national currency, multiple to one hryvnia, and if provided for by the decision on bond issuance and/or prospectus / base prospectus / final terms – in foreign currency, multiple to one unit of such foreign currency.
Placement, sale, payment of income and redemption of bonds are carried out in the national currency, and if provided for by the decision on bond issuance and/or prospectus / base prospectus / final terms – in foreign currency, in which the nominal currency of bonds is defined, taking into account currency regulation legislation.
When concluding contracts with the first owners, coupon bonds are paid at a price not lower than nominal.
The coupon rate for calculating income on bonds cannot exceed the size of interest on borrowing by placing bonds, approved by the decision of the respective Council and agreed with the Ministry of Finance of Ukraine.
Coupon income on bonds must be paid in the amount and within the term established by the decision on bond issuance and/or prospectus / base prospectus / final terms.
Coupon income on bonds whose nominal value is denominated in foreign currency is paid in the foreign currency in which the nominal value of these bonds is expressed, taking into account currency regulation legislation or in the national currency.
22. During the circulation of bonds, the bond owner has the right to address the issuer with a proposal / demand to repurchase bonds paid by the owner on terms defined in the decision on bond issuance and/or prospectus / base prospectus / final terms.
The issuer is obliged to carry out repurchase of bonds from their owners in cases defined in the decision on bond issuance and/or prospectus / base prospectus / final terms and in cases of mandatory repurchase of bonds. At the same time, the decision on bond issuance or prospectus / base prospectus / final terms must contain the procedure for repurchase of bonds, in particular, the procedure for making a decision on repurchase of bonds from their owners, the procedure for notifying bond owners about the repurchase of bonds, the procedure for establishing the repurchase price of bonds and the term within which bonds can be presented by their owners for repurchase.
23. The decision on bond issuance and/or prospectus / base prospectus / final terms may provide for the necessity of holding a meeting of bond owners of the issue.
In the event that the decision on bond issuance and/or prospectus / base prospectus / final terms provides for holding a meeting of bond owners, it determines:
procedure for convening and holding a meeting of bond owners; competence of the meeting of bond owners; cases for holding a meeting of bond owners; rights of bond owners.
The procedure for holding a meeting of bond owners is carried out in accordance with the regulatory legal act of the NCSPSM regarding meetings of bond owners.
24. After the start of bond placement, changes to the decision on bond issuance and/or prospectus / base prospectus / final terms in part of the securities document or replacement of the issuer are made by the issuer with the consent of all bond owners of the respective issue or by the meeting of bond owners in the manner established by legislation.
In cases provided for by part two of Article 100 of the Law of Ukraine "On Capital Markets and Organized Commodity Markets", changes to the securities document are made by the issuer with the consent of the administrator.
2. Requirements for formatting documents submitted by the issuer to the NCSPSM and sent by the NCSPSM to the issuer
25. The issuer must have a personal account in the comprehensive information and communication system (hereinafter – CIS) of the NCSPSM.
Applications and other documents, submission of which to the NCSPSM is provided for by this Regulation, are created by the issuer in electronic form.
Submission by the issuer to the NCSPSM of an application and other documents and sending by the NCSPSM to the issuer of documents provided for by this Regulation is carried out by sending electronic documents and/or messages through the personal account in the CIS 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 NCSPSM.
26. The date of receipt of the application and other documents from the issuer is the date of their arrival at the personal account of the issuer in the CIS.
On the day of receipt of the application and other documents from the issuer, the NCSPSM informs the issuer about the acceptance of the application and other documents for consideration and the start of counting the terms for consideration of the application and other documents.
27. Signature of electronic documents by an authorized person of the NCSPSM in accordance with the requirements of this Regulation is carried out by applying a qualified electronic signature of such person.
Signature of electronic documents created by the issuer in electronic form or created by the issuer as an electronic copy of a paper document (scan copy) is carried out using an electronic signature of an authorized person of the issuer based on a qualified open key certificate, which must contain identification data of the legal entity – the issuer, the representative of which is the authorized person (full or official abbreviated name and identification code of the legal entity). In the event that the qualified open key certificate of the authorized person of the issuer does not contain the data specified in this paragraph, such electronic documents are not accepted for consideration by the NCSPSM.

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The electronic signature of the authorized person of the issuer based on a qualified open key certificate must be placed on the application and each separate electronic document, submission of which is provided for by this Regulation.
The electronic signature of the authorized person of the issuer based on a qualified open key certificate must be placed on the issuer's questionnaires, the formation of which is provided for by paragraphs 91, 96, 97 and 107 of this Regulation.
28. Applications and other documents, submission of which to the NCSPSM is provided for by this Regulation, are compiled in text format.
29. A qualified electronic signature of an authorized person of the NCSPSM is applied to the prospectus / base prospectus / final terms, in case of their approval.
Application of a qualified electronic signature of an authorized person of the NCSPSM to the prospectus / base prospectus / final terms is confirmation of the approval of the prospectus / base prospectus / final terms by the NCSPSM.
Notification of the issuer about the decision taken by the NCSPSM regarding approval of the prospectus / base prospectus / final terms is carried out by sending to the issuer the prospectus / base prospectus / final terms with a qualified electronic signature of an authorized person of the NCSPSM applied.
A qualified electronic signature of an authorized person of the NCSPSM is applied to the report on the results of bond issuance, in case of its registration by the NCSPSM.
Application of a qualified electronic signature of an authorized person of the NCSPSM to the report on the results of bond issuance is confirmation that the report on the results of bond issuance is registered by the NCSPSM.
Notification of the issuer about the decision taken by the NCSPSM regarding registration of the report on the results of bond issuance is carried out by sending to the issuer the report with a qualified electronic signature of an authorized person of the NCSPSM applied.
30. The issuer does not include in the application and other documents, submission of which is provided for by this Regulation, documents, in case if they are published in the form of electronic documents, formatted in accordance with the requirements of this Regulation, in Ukrainian language in a visual form that allows their content to be perceived by a person; in a visual form that allows their content to be perceived by a person and from

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