Regulations on the Conduct of Investigations in Capital and Organized Commodity Markets

NATIONAL COMMISSION FOR SECURITIES AND STOCK MARKET DECISION Kyiv On Approval of the Procedure for Conducting Investigations in Capital and Organized Commodity Markets In accordance with Articles 2866–2869 of the Code of Administrative Procedure of Ukraine, paragraphs 1 and 54 of Part One of Article 7, and Article 34 of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", The National Commission for Securities and Stock Market D E C I D E D:

1. Approve the Procedure for Conducting Investigations in Capital and Organized Commodity Markets, attached hereto.

2. The Management of Administrative Activity shall ensure the publication of this decision on the website of the National Commission for Securities and Stock Market.

3. The Department of Legal Development shall ensure the submission of this decision for state registration to the Ministry of Justice of Ukraine and the publication of this decision on the official website of the National Commission for Securities and Stock Market after receiving an official notification regarding state registration from the Ministry of Justice of Ukraine.

4. This decision enters into force on July 1, 2026, but no earlier than the day following the day of its official publication.

5. Control over the execution of this decision shall be entrusted to a member of the National Commission for Securities and Stock Market, Yu. Shapoval.
   Chairman of the Commission Oleksiy SEMENYUK
   Protocol of the Commission meeting of 25.03.2026 No. 13

APPROVED
Decision of the National Commission for Securities and Stock Market __________________ No. ___________ Procedure for Conducting Investigations in Capital Markets and Organized Commodity Markets
I. General Provisions

1. This Procedure defines the procedure for conducting investigations in capital markets and organized commodity markets (hereinafter – investigations).

2. The purpose of conducting an investigation is to confirm or refute existing information in the NSSMC regarding the commission of a violation of the requirements of relevant legislation, as well as to identify the person who committed such an offense, and to provide assistance to the regulator – signatory of the Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information of the International Organization of Securities Commissions (hereinafter – IOSCO Memorandum) in the framework of international cooperation in accordance with a request received by the NSSMC from such regulator.

3. Terms used in this Procedure are used in the meanings provided in the Laws of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets" (hereinafter – the Law) and "On Capital Markets and Organized Commodity Markets".

4. The subject of an investigation may be the confirmation or refutation of existing information obtained in the manner established by this Procedure and other acts of the NSSMC, regarding a violation of the requirements of relevant legislation, including in part of the legislation on rating activities, as well as the identification of the person who committed such a violation.

5. Conducting an investigation in the rating market is carried out in accordance with this Procedure, taking into account the features provided for in Article 31 of the Law of Ukraine "On Rating Activities".

6. Investigations are conducted by authorized persons of the NSSMC for conducting investigations (hereinafter – authorized persons for conducting investigations).

7. Authorized persons for conducting investigations, exercising their powers in accordance with the requirements of the Law and this Procedure, are independent from any illegal influence, pressure, or interference. Influence in any form or interference in the activities of authorized persons for conducting investigations with the aim of hindering the performance of their official duties is prohibited.

8. Authorized persons for conducting investigations are not obliged to provide any explanations regarding the essence of the investigation they are conducting, except for providing explanations within the framework of criminal proceedings and during court proceedings.

9. Authorized persons for conducting investigations may not disclose information related to the conduct of an investigation, except in cases provided for by Law.

10. Authorized persons for conducting investigations are obliged to submit a notification about interference in their activities regarding the conduct of an investigation to the Chairman of the NSSMC, and in cases where such interference contains signs of a criminal offense – also to law enforcement agencies.
    II. Initiation and Commencement of Investigation

11. Initiation of an investigation may occur in connection with:

1. performance by the NSSMC of powers related to supervision in capital markets and organized commodity markets;
2. conducting inspections in capital markets and organized commodity markets;
3. receiving information about actual or potential violations of the requirements of relevant legislation or independent detection of information that may indicate the commission of such a violation;
4. receiving a request from a regulator – signatory of the IOSCO Memorandum in the framework of international cooperation.

12. In the event of receiving a request from a regulator – signatory of the IOSCO Memorandum in the framework of international cooperation, the investigation is initiated by the Chairman of the NSSMC for the purpose of clarifying the requested circumstances and providing appropriate assistance to such regulator. A decision to refuse to conduct an investigation may be made by the Commission on grounds provided for in Part Seven of Article 8 of the Law.
13. The initiation of an investigation (submitting to the NSSMC as a collegial body a draft resolution on conducting an investigation) may be carried out by:

1. the Chairman and members of the NSSMC – based on information available to them or information provided by structural subdivisions of the NSSMC;
2. authorized persons for conducting investigations, authorized persons for accompanying cases of violations of relevant legislation – based on information available to them;
3. authorized persons for conducting inspections in capital markets and organized commodity markets – based on inspection materials.

14. After analyzing information about actual or potential violations of the requirements of relevant legislation by the authorized person for conducting an investigation, they compile a draft resolution on the commencement of the investigation.

15. A resolution on the commencement of an investigation is issued no later than 6 months from the date of receiving information about actual or potential violations of the requirements of relevant legislation. The date of issuing the resolution on conducting an investigation is the date of commencement of such investigation.

16. In the event that the person in possession of information about possible facts of violations of relevant legislation does not establish grounds for compiling a draft resolution on the commencement of an investigation, such person compiles a reasoned conclusion on the absence of grounds for initiating an investigation. The term for compiling such conclusion may not exceed 6 months from the date of receiving the relevant information.

17. An investigation begins on the basis of a resolution on the commencement of an investigation issued by the NSSMC as a collegial body.

18. The resolution of the NSSMC must contain information about the subject of the investigation and, if available, information about the physical or legal entity regarding whose actions the investigation is to be conducted, as well as the authorized person(s) for conducting the investigation.

19. The subject of the investigation is the presence or absence of a violation of relevant legislation, the identification of persons who committed or participated in committing such a violation, clarification of circumstances that led to the violation of relevant legislation, the presence of a causal link between actions and the violation, as well as negative consequences and their degree for the capital market and organized commodity markets.

20. An investigation is non-public, unless otherwise determined by the NSSMC as a collegial body. Information about certain actions carried out within the framework of an investigation is professional secrecy.

21. The term for conducting an investigation may not exceed 18 months from the date of issuing the resolution on the commencement of the investigation. In the event of the need to protect investors' rights and the presence of significant harm to investors as a result of the commission of a violation that is the subject of the investigation, the term for conducting such investigation may be extended by 1 year upon the proposal of the authorized person for conducting the investigation.

22. Significant harm is understood as harm, the amount of which exceeds two hundred minimum wages, established on a monthly basis as of January 1 of the year in which the issue of extending the investigation is considered.
    III. General Principles of Conducting an Investigation

23. An investigation may be conducted exclusively by the authorized person(s) for conducting an investigation specified in the relevant resolution of the NSSMC on conducting an investigation.

24. Replacement of an authorized person for conducting an investigation is carried out in connection with their recusal (self-recusal) in the manner provided for in Article 30 of the Law of Ukraine "On Administrative Procedure", as well as in the event of the occurrence of other circumstances that make it impossible for the previously designated authorized person for conducting an investigation to continue the investigation.

25. Replacement of an authorized person for conducting an investigation is carried out by issuing a separate resolution by the NSSMC as a collegial body.

26. Interaction of the authorized person for conducting an investigation with persons related to the investigation is carried out using the means of the Commission's comprehensive information and communication system (hereinafter – CIS), namely through the user's electronic cabinet, through which they have access to the protocol of placement of any documents, may provide, view, exchange information and documents.

27. In the event of impossibility of sending documents through the CIS, they are considered sent (served) if they are delivered personally or sent by mail (registered letter with notification of delivery) to the address of the location of the legal entity, according to information from the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Formations, to the declared/resided place of residence (stay) of a physical person or to a known electronic address (if available). In the event of sending documents by postal means, it is considered that the person is notified as of the fifth working day from the date of sending the postal item by the NSSMC.

28. The authorized person for conducting an investigation documents their decisions by resolutions in the form according to the appendix, which enter into force from the date of their issuance, unless otherwise provided by the resolution itself.

29. In cases defined by Law, resolutions are issued with written approval from the Chairman of the NSSMC.

30. The Chairman of the NSSMC approves draft resolutions within three working days. Refusal to approve a draft resolution must be motivated.

31. The authorized person for conducting an investigation prepares draft resolutions of the NSSMC as a collegial body in cases established by law.

32. The authorized person for conducting an investigation is obliged to record the results of each action carried out by them by compiling the appropriate document (in particular, a protocol, transcript), which is signed by all participants in the conduct of such action. In the event of a person's refusal to sign the specified document, information about such refusal is included in the text of the document. The authorized person for conducting an investigation has the right to compile other documents in case of necessity (acts, letters, notifications, requests, etc.).

33. In the process of conducting an investigation, the authorized person for conducting an investigation has the right to carry out audio, photo, and/or video recording of the investigation.

34. Audio, photo, and/or video recordings are attached to the investigation materials with indication of the month, date, and time of such recording, as well as the device by which it was made, by issuing a separate resolution of the authorized person for conducting the investigation.

35. In the process of conducting an investigation, the authorized person for conducting an investigation has the right to collect and process personal data of persons related to the subject of the investigation. At the same time, the consent of such persons to the collection and processing of their personal data is not required.

36. The person specified in paragraph 35 of this Procedure, after the completion of the investigation, is notified by the NSSMC about the composition and content of the personal data collected in the process of conducting the investigation regarding them, about their rights defined by the Law of Ukraine "On Protection of Personal Data", and the purpose of collecting personal data.

37. In the event of establishing facts during the conduct of an investigation that may indicate the presence of violations of relevant legislation, the authorized person for conducting an investigation has the right to send requests for taking measures to eliminate such violations and reduce their negative consequences.

38. Within the framework of conducting an investigation, the authorized person for conducting an investigation may suspend the introduction of changes to the depository accounting system regarding securities of a certain owner on the basis of a resolution issued by such authorized person with written approval from the Chairman of the NSSMC on suspending the introduction of changes to the depository accounting system regarding securities of a certain owner, in compliance with the requirements of the Law of Ukraine "On the Depository System of Ukraine" and in the manner defined by the Regulation on the conduct of depository activities, approved by the decision of the National Commission for Securities and Stock Market of April 23, 2013 No. 735, registered in the Ministry of Justice of Ukraine on June 27, 2013 under No. 1084/23616.

39. The rights of the authorized person for conducting an investigation are defined in Article 34 of the Law and may be restricted exclusively by law.
    IV. Rights and Obligations of Investigation Participants

40. Participants of the investigation are:

1. the person regarding whom or in the premises (building, territory) of whom (in particular, the person – rightful user of the premises, building, or territory) actions provided for in paragraphs 1, 2 of Part Seven of Article 34 of the Law are carried out in the process of conducting the investigation (hereinafter – the person regarding whom actions are carried out);
2. witnesses;
3. representatives of the NSSMC involved in measures carried out in the process of conducting the investigation;
4. auditors, experts, and translators involved in measures carried out in the process of conducting the investigation.

41. The person regarding whom actions are carried out has the right:

1. to receive legal assistance;
2. to provide explanations on issues related to the subject of the investigation, including in the process of conducting an interview;
3. to collect and provide to the authorized person for conducting an investigation evidence that must be attached to the investigation materials;
4. to submit a request to the authorized person for conducting an investigation to carry out actions provided for in Part Seven of Article 34 of the Law;
5. to participate in the conduct of actions provided for in Part Seven of Article 34 of the Law, in particular, to address questions to the authorized person for conducting an investigation, to submit comments and/or objections regarding the procedure for conducting such actions, which must be entered into the document fixing the conduct of the action;
6. to familiarize themselves with the investigation materials, make copies from them (except for documents containing information with restricted access);
7. to appeal in court the resolution on conducting an investigation, the resolution on preliminary suspension of execution of contracts in capital markets and organized commodity markets;
8. to address a petition to the court for full or partial cancellation of the arrest imposed on their property, or for full or partial cancellation of the suspension of execution of contracts in capital markets and organized commodity markets;
9. to exercise other rights defined by law.

42. A witness has the right:

1. to receive legal assistance;

2. to familiarize themselves within a reasonable time with documents provided by authorized persons for conducting investigations;

3. to receive explanations regarding how the questions posed in the process of questioning are related to the subject of the investigation;

4. to familiarize themselves within a reasonable time with the document fixing the conduct (results of conduct) of the questioning;

5. to provide comments, proposals, explanations and/or objections regarding the information recorded during (as a result of) the questioning;

6. to correct (if necessary) the transcript or protocol of questioning;

7. to exercise other rights provided by law.

43. A witness and the person regarding whom actions are carried out have the right:

1. not to admit their guilt in committing a violation of relevant legislation or to refuse to provide explanations, testimony and/or at any time to refuse to answer individual questions, if such explanations, testimony and/or answers may become grounds for compiling a draft act on the commission of a violation of relevant legislation regarding them;
2. to refuse to provide explanations, testimony that may become grounds for compiling a draft act on the commission of a violation of relevant legislation regarding their close relatives or family members;
3. to be immediately notified by the authorized person for conducting an investigation of their rights provided for in this article.

44. Physical and legal entities are obliged not to hinder the conduct of an investigation by:

1. failing to provide or providing incomplete information related to the subject of the investigation, except for cases provided for in paragraphs 1 and 2 of Part Fifteen of Article 34 of the Law;
2. providing false information;
3. providing information in a form or in a manner that makes it impossible or difficult to use;
4. destroying documents, information, including those contained in information systems (databases), other materials that may be evidence;
5. failing to appear without good cause for questioning or failing to notify about the reasons for such failure to appear, except for cases provided for in Part Twelfth of Article 34 of the Law;
6. hindering access to premises in case of compliance with the requirements specified in Part Eighth of Article 34 of the Law.

45. All participants of the investigation have rights provided for in Article 63 of the Constitution of Ukraine.
    V. Collection of Evidence
46. Evidence in an investigation are any factual data obtained in the manner established by this Procedure, on the basis of which the presence or absence of facts and circumstances significant for the investigation are established.
47. In the process of conducting an investigation, the authorized person for conducting an investigation has the right to collect and attach to the investigation materials evidence collected by them in the process of conducting the investigation, as well as to attach evidence related to the subject of the investigation provided by any other person.
48. The authorized person for conducting an investigation has the right to access information and information-communication systems, documents, information carriers, other things, and information that may be contained therein, related to the subject of the investigation. Access is carried out on the basis of a resolution of the authorized person for conducting an investigation or, in cases defined by Law, by a court decision and is provided to the person who is the administrator of the information for its execution.
49. Obtaining access to information about electronic communication services on the basis of an application submitted by the authorized person for conducting an investigation for providing access to information about electronic communication services is carried out in the manner established by Article 289-7 of the Code of Administrative Procedure of Ukraine.
50. A resolution of the authorized person for conducting an investigation on access to information and information-communication systems, documents, information carriers, other things, and information that may be contained therein, related to the subject of the investigation, may not be issued regarding the National Bank of Ukraine.
51. In the process of conducting an investigation, the authorized person for conducting an investigation has the right to receive from persons (in the manner defined by Law and this Procedure) copies of documents containing information related to the subject of the investigation, and/or copies of information related to the subject of the investigation stored on information carriers, in information and information-communication systems, as well as to independently copy such documents and/or information.
52. The authorized person for conducting an investigation has the right to demand the provision of any information related to the subject of the investigation, including information with restricted access (except for information constituting attorney-client privilege), regardless of the method of its storage or display, including copies of documents certified by the person in possession of such information or their authorized person. Information with restricted access is provided to the authorized person for conducting an investigation in the manner and scope established by law for access to such information.
53. Collected evidence must be attached to the investigation materials. The authorized person for conducting an investigation issues a separate resolution on the attachment of evidence.
54. The authorized person for conducting an investigation, in the interests of the investigation, for the purpose of ensuring a full and comprehensive consideration, may submit a request to extend the storage term of any information that may be related to the subject of the investigation, for a term not exceeding the period of investigation and six months after its completion. It is not considered a violation of the requirements provided for in this paragraph, the transfer of such information, including originals of documents, to state and municipal bodies, institutions, and organizations in the manner established by legislation.
55. It is prohibited to attach to the investigation materials evidence obtained in violation of requirements established by Law or this Procedure and/or evidence collected or obtained as a result of a significant violation of human rights and freedoms guaranteed by the Constitution and laws of Ukraine, international agreements, consent to the binding nature of which has been given by the Verkhovna Rada of Ukraine, as well as any other evidence obtained due to information received as a result of a significant violation of human rights and freedoms.
56. For the purpose of ensuring evidence, the authorized person for conducting an investigation, with written approval from the Chairman of the NSSMC, may address an administrative court in the manner defined by Article 289-6 of the Code of Administrative Procedure of Ukraine with an application for imposing an arrest on property, including financial instruments and funds.
57. Arrest of property is a temporary, until cancellation in the manner established by the Code of Administrative Procedure of Ukraine, deprivation by a court ruling of the right to dispose of and use property, regarding which there is a set of grounds or reasonable suspicions to believe that it is evidence of the commission of a violation of relevant legislation.
58. For the purposes of this Procedure, property is evidence if it was the object of illegal actions or was acquired illegally, or was an instrument for committing a violation of relevant legislation, or retained traces or contains information about the commission of illegal actions, and can also be used as evidence of the fact or circumstances being established during the investigation.
59. Imposition of an arrest on other grounds than for the purpose of preventing the possibility of concealing, damaging, spoiling, destroying, converting, or alienating property that is the subject of the arrest is not permitted.
60. The value of the property to be arrested must be commensurate with the amount of harm caused by the offense.
    VI. Questioning of Witnesses
61. The authorized person for conducting an investigation, with written approval from the Chairman of the NSSMC, may issue a resolution on conducting questioning, according to which they have the right to conduct questioning of a witness.
62. A resolution on conducting questioning may be issued at any stage of the investigation.
63. In the event of the need to clarify additional circumstances or confirm or refute facts significant for the investigation, questioning may be conducted repeatedly. For repeated questioning, a new resolution is issued in the manner established by this section.
64. In the event of issuing a resolution on conducting questioning, the authorized person for conducting an investigation is obliged no later than three working days before the day of questioning to notify the witness of such questioning. Such notification must contain information about the place, date, and time of the questioning. The notification on conducting questioning must contain a requirement for the witness to undergo questioning.

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