Requirements for the Use of Outsourcing by Professional Market Participants During Professional Activities

NATIONAL COMMISSION ON SECURITIES AND STOCK MARKET DECISION Kyiv

On Approval of Requirements for the Use of Outsourcing by Professional Participants of Capital Markets and Organized Commodity Markets During the Conduct of Professional Activities

In accordance with paragraph 1 of part one of Article 7, Articles 29, 30 of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", part six of Article 70 of the Law of Ukraine "On Capital Markets and Organized Commodity Markets", and for the purpose of adapting Ukraine's sectoral legislation to the law of the European Union (EU acquis) and improving the legal regulation of the activities of professional participants of capital markets and organized commodity markets,

The National Commission on Securities and Stock Market

HAS DECIDED:

1. To approve the Requirements for the Use of Outsourcing by Professional Participants of Capital Markets and Organized Commodity Markets During the Conduct of Professional Activities (hereinafter – Requirements), which are attached.

2. To establish that in the event of changes in information and documents submitted by a professional participant of capital markets and organized commodity markets to the NSCSCU in accordance with licensing conditions, due to the engagement of a service provider on outsourcing terms, such professional participant must submit to the NSCSCU a notification of the conclusion of an outsourcing agreement and information in accordance with paragraphs 16–17 of the Requirements approved by this decision. In such a case, notifications of changes in information and documents provided by the relevant licensing conditions are not submitted by the professional participant.

3. Professional participants of capital markets and organized commodity markets using outsourcing during the conduct of professional activities must bring their activities into compliance with the Requirements approved by this decision within six months from the date this decision enters into force.

4. The Department of Methodology of Activities of Professional Participants is tasked with submitting this decision for state registration to the Ministry of Justice of Ukraine.

5. The Management of Support for the Activities of Collegial and Advisory Bodies is tasked with publishing this decision on the official website of the National Commission on Securities and Stock Market.

6. The Legal Department is tasked, after state registration of the decision by the Ministry of Justice of Ukraine, with publishing this decision on the official website of the National Commission on Securities and Stock Market.

7. This decision enters into force from the day following the day of its official publication.

8. Control over the execution of this decision is entrusted to a member of the National Commission on Securities and Stock Market, I. Baramiya.

Chairman of the Commission Oleksiy SEMENYUK Protocol of the Commission meeting of 11.09.2026 No. 42

APPROVED Decision of the National Commission on Securities and Stock Market ______________No.

Requirements for the Use of Outsourcing by Professional Participants of Capital Markets and Organized Commodity Markets During the Conduct of Professional Activities

1. These Requirements establish the procedure for professional participants of capital markets and organized commodity markets (hereinafter – professional participants) to engage relevant persons (service providers) to perform functions, processes, services, or works (hereinafter – functions) that constitute part of the conduct of professional activities by such professional participants in capital markets and organized commodity markets.

2. These Requirements apply to professional participants that are banks, regarding their engagement of service providers to perform functions related to the direct conduct of professional activities in capital markets.

3. The terms used in these Requirements have the following meanings:

1. support functions – functions that support the continuity of a professional participant's activities and for which requirements are established by normative legal acts of the NSCSCU, namely: compliance; risk management; internal audit; accounting; information technology support, maintenance of software, automated, information, and information-telecommunication systems; receiving and processing appeals from third parties (for professional participants of organized commodity markets);

2. service provider – a legal entity (including professional associations), a natural person – entrepreneur, a person conducting independent professional activity, a foreign legal or natural person (stateless person) conducting business activities in Ukraine and/or in the territory of a foreign state, which, based on an outsourcing agreement, provides services to a professional participant for the performance of part of the support and/or operational functions;

3. operational functions – functions related to the direct conduct of professional activities in capital markets and organized commodity markets;

4. Standards – Standard No. 1 "Corporate Governance in Professional Participants of Capital Markets and Organized Commodity Markets. Basic Concepts and Terms," approved by NSCSCU Decision No. 1288 of December 30, 2021, registered in the Ministry of Justice of Ukraine on February 28, 2022, No. 261/37597; Standard No. 2 "Corporate Governance in Professional Participants of Capital Markets and Organized Commodity Markets. Organization and Functioning of the Internal Control System in Professional Participants that are Enterprises of Public Interest and are not Banks," approved by NSCSCU Decision No. 1289 of December 30, 2021, registered in the Ministry of Justice of Ukraine on February 28, 2022, No. 258/37594; Standard No. 3 "Corporate Governance in Professional Participants of Capital Markets and Organized Commodity Markets. Organization and Functioning of the Internal Control System in Professional Participants that are Systemically Important Professional Participants and are not Banks," approved by NSCSCU Decision No. 1290 of December 30, 2021, registered in the Ministry of Justice of Ukraine on February 28, 2022, No. 267/37603; and Standard No. 4 "Corporate Governance in Professional Participants of Capital Markets and Organized Commodity Markets. Organization and Functioning of the Internal Control System in Professional Participants that do not belong to enterprises of public interest and systemically important professional participants," approved by NSCSCU Decision No. 1291 of December 30, 2021, registered in the Ministry of Justice of Ukraine on February 28, 2022, No. 263/37599.

The terms "outsourcing" and "official communication channel" are used in the meanings provided in the Law of Ukraine "On Capital Markets and Organized Commodity Markets" (hereinafter – the Law).

The term "sectoral legislation" is used in the meaning provided in the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets."

The term "armed aggression" is used in the meaning provided in the Law of Ukraine "On Defense of Ukraine."

4. The engagement of a service provider by a professional participant to perform functions on outsourcing terms must not lead to:

1. violation of requirements established by part six of Article 70 of the Law;
2. violation by the professional participant of licensing conditions and/or requirements for conducting a specific type of professional activity established by the NSCSCU;
3. improper performance by the professional participant of obligations under transactions concluded with clients (counterparties) within the conduct of professional activities in capital markets and organized commodity markets;
4. hindering the professional participant's continuous access to any information (data) related to activities for which a service provider is engaged;
5. restricting the professional participant's access to the premises of the service provider where activities involving such a service provider are conducted;
6. the emergence of a conflict of interest;
7. a significant decrease in the quality of the functioning of the professional participant's internal control system and the ability of the body responsible for supervision to effectively exercise its powers;
8. restricting the NSCSCU's function of supervising compliance with sectoral legislation requirements.

5. Professional participants may engage service providers on outsourcing terms: legal entities, foreign legal entities – to perform support and operational functions; natural persons – entrepreneurs, persons conducting independent professional activity, and foreign natural persons (stateless persons) conducting business activities in Ukraine and/or in the territory of a foreign state – to perform support functions.

6. A service provider that is a legal entity / foreign legal entity must meet the following requirements:

1. have capabilities, capacities, sufficient resources, and an appropriate organizational structure that allow effective performance of functions on outsourcing terms;
2. one or more registered types of economic activity of the service provider must correspond to the essence and specifics of the functions performed by them on outsourcing terms;
3. have permits, licenses, certificates, and/or other enabling documents provided by the legislation of Ukraine and/or the legislation of the state of registration of the service provider, which are valid on the date of service provision and throughout the entire term of the outsourcing agreement, if the necessity of such documents for performing functions performed on outsourcing terms is provided by the requirements of relevant legislation;
4. the business reputation of the service provider, as well as the person exercising the powers of the sole executive body, chairman, and members of the collegial executive body, chairman, and members of the supervisory board, chairman, and members of the board of directors of the service provider, must meet the requirements established by normative legal acts of the NSCSCU for professional participants and their managers.

7. A service provider that is a natural person – entrepreneur, a person conducting independent professional activity, or a foreign natural person (stateless person) conducting business activities in Ukraine and/or in the territory of a foreign state must meet the following requirements:

1. one or more registered types of economic activity of the natural person – entrepreneur must correspond to the essence and specifics of the functions performed by them on outsourcing terms;
2. have permits, licenses, certificates, and/or other enabling documents provided by the legislation of Ukraine and/or the legislation of the state of registration of the service provider, which are valid on the date of service provision and throughout the entire term of the outsourcing agreement, if the necessity of such documents for performing functions performed on outsourcing terms is provided by the requirements of relevant legislation;
3. the business reputation of the service provider engaged by the professional participant to perform compliance, risk management, or internal audit functions on outsourcing terms must meet the requirements of the Standards for the corresponding officials of the professional participant's internal control system;
4. in the event of a professional participant engaging a service provider to perform accounting functions on outsourcing terms, the service provider must meet the requirements established for the person holding the position of chief accountant of the professional participant, in accordance with the relevant licensing conditions established by the NSCSCU;
5. in the event of a professional participant of organized commodity markets engaging a service provider to perform functions of receiving and processing appeals from third parties on outsourcing terms, the service provider must meet the requirements established by paragraph 8 of Chapter 2 of Section II of the Licensing Conditions for Conducting Professional Activities in Organized Commodity Markets, approved by NSCSCU Decision No. 276 of May 13, 2021, registered in the Ministry of Justice of Ukraine on May 25, 2021, No. 692/36314, for the person whose main duties include receiving and processing appeals from third parties in the professional participant.

8. A service provider cannot be a person who meets at least one of the following criteria:

1. a natural person who has citizenship of a state conducting armed aggression against Ukraine or whose place of permanent residence (stay, registration) is a state conducting armed aggression against Ukraine. The provisions of this sub-paragraph do not apply to natural persons residing in Ukraine on legal grounds and/or those granted the status of combatants after April 14, 2014;
2. a legal entity created and registered in accordance with the legislation of a state conducting armed aggression against Ukraine;
3. a legal entity registered in temporarily occupied territories of Ukraine;
4. a person subject to special economic and other restrictive measures (sanctions) in accordance with the Law of Ukraine "On Sanctions";
5. a person included in the list of persons associated with terrorist activities or regarding whom international sanctions have been applied;
6. a legal entity registered in accordance with the legislation of a state included by the Financial Action Task Force (FATF) in the list of states not cooperating in the field of countering the laundering of proceeds of crime, as well as a legal entity 50 percent or more of the charter capital of which directly or indirectly belongs to such a person;
7. a legal entity controlled by persons specified in sub-paragraphs 1–6 of this paragraph, or having such persons among owners of significant participation.

9. A professional participant independently verifies the compliance of the service provider with the requirements established by paragraphs 6–8 of these Requirements before concluding an outsourcing agreement.

10. The engagement of a service provider by a professional participant to perform functions on outsourcing terms is not a transfer by such professional participant of the license issued to them for the corresponding type of professional activity.

11. A professional participant does not have the right to engage a service provider to perform operational functions if this is prohibited by licensing conditions and/or requirements for conducting a specific type of professional activity in capital markets and organized commodity markets established by the NSCSCU.

12. In the event of a professional participant engaging a service provider to perform support and/or operational functions on outsourcing terms, such professional participant must develop and approve internal documents establishing requirements regarding:

1. determination of acceptability criteria for service providers taking into account the conditions established by paragraphs 6–8 of these Requirements;
2. procedure for selecting service providers;
3. procedure for rewarding service providers. Service provider remuneration policies must take into account the complexity and specifics of functions, and must preclude the emergence of conflicts of interest or incentives that may lead to the service provider favoring its own interests or the interests of the professional participant to the detriment of client interests;
4. procedure for maintaining records of outsourcing agreements;
5. measures that the service provider must take to ensure the preservation of information created in the performance of functions on outsourcing terms, confidentiality, and protection of personal data, as well as information that belongs to professional secrecy according to the Law;
6. other requirements that do not contradict the legislation of Ukraine and normative legal acts of the NSCSCU.

13. The engagement of a service provider by a professional participant on outsourcing terms, its selection, and the conclusion of an agreement are carried out based on a decision of the authorized body or authorized person of the professional participant, which must contain an assessment of the expediency of such engagement, associated risks, and measures for managing them.

14. An outsourcing agreement is concluded in writing and must contain, among other things, the following provisions:

1. mechanisms for the professional participant to exercise control over the performance of functions by the service provider, as well as assessment and continuous monitoring of the quality of services provided;
2. measures to ensure the continuity of the professional participant's activities in the event of a failure or delay in the operation of the information-communication system and/or software-technical complexes of the service provider, as well as in the event of damage or loss by the service provider of critically important information, documents, etc.;
3. measures that the service provider must take to ensure the preservation of information created in the performance of functions on outsourcing terms, confidentiality, and protection of personal data, as well as information that belongs to professional secrecy according to the Law;
4. procedure for resolving conflicts of interest;
5. procedure, terms, and forms of information interaction between the professional participant and the service provider, including regarding the completeness and timeliness of providing information and/or data related to functions for which a service provider is engaged, including those necessary for the professional participant to fulfill legislative requirements and requests from the NSCSCU;
6. the professional participant's right of access to the premises of the service provider where activities involving such a service provider are conducted.

15. The service provider is obligated to perform functions for which they are engaged by the professional participant under an outsourcing agreement personally and does not have the right to engage third parties to perform such functions.

16. A professional participant is obligated to send a notification in a free form to the NSCSCU within 5 working days from the date of conclusion of an outsourcing agreement with a service provider, which must contain information about:

1. the number and date of the decision of the authorized body or authorized person of the professional participant, provided by paragraph 13 of these Requirements;
2. the number and date of the conclusion of the outsourcing agreement, the period for which such an agreement is concluded;
3. the name of the operational and/or support function(s) for which the outsourcing agreement was concluded.

17. Along with the notification provided by paragraph 16 of these Requirements, the professional participant submits the following information to the NSCSCU:

1. regarding the service provider – a legal entity / foreign legal entity, according to the form attached as Appendix 1 to these Requirements;
2. regarding the service provider – a natural person – entrepreneur, a person conducting independent professional activity, or a foreign natural person (stateless person) conducting business activities in Ukraine and/or in the territory of a foreign state, according to the form attached as Appendix 2 to these Requirements.

18. In the event of a legal entity intending to conduct professional activities in capital markets and organized commodity markets and having submitted an application and documents to the NSCSCU for obtaining a license engaging a service provider to perform functions for which requirements are established by relevant licensing conditions, such legal entity additionally submits as part of the package of documents for obtaining a license the notification and information provided by paragraphs 16 and 17 of these Requirements.

19. A professional participant is obligated to notify the NSCSCU of the termination of an outsourcing agreement within 5 working days from the date of termination of such an agreement.

20. The submission by a professional participant to the NSCSCU of notifications and documents provided by paragraphs 16 and 17 of these Requirements is carried out through the official communication channel in the manner provided by the Requirements for the Application of Means of the Integrated Subsystem for Providing Administrative Services in Electronic Form (IS) as an Official Communication Channel, approved by NSCSCU Decision No. 1444 of December 22, 2023 (with amendments).

The day of receipt of documents by the NSCSCU from a professional participant, provided by this Procedure, is the working day of their arrival at the NSCSCU.

Documents created in electronic form or created as an electronic copy of a paper document (scan) submitted by a professional participant in accordance with these Requirements:

1. must be drafted in the state language;
2. must be separate files in a text format, the type of which is chosen by the professional participant independently;
3. each document must be signed with a qualified electronic signature and/or qualified electronic seal, based on a qualified public key certificate in accordance with the requirements of legislation on electronic document management and electronic trust services;
4. must not contain inaccuracies.

The creation of electronic documents, formed by a professional participant in electronic form or formed as an electronic copy of a paper document (scan), is carried out using a qualified electronic signature of an authorized person of the professional participant or an enhanced electronic signature based on a qualified public key certificate, in accordance with the requirements of legislation in the field of electronic document management and electronic trust services.

An authorized person of a professional participant who applies an electronic signature to an electronic document, in this way, certifies the authenticity of the data provided in such documents, the correspondence of electronic copies of documents to the originals of such documents in paper form.

21. In the event of violations of these Requirements being identified during the exercise of supervision, the NSCSCU has the right to carry out law enforcement measures in the manner established by it.

Director of the Department of Methodology of Activities of Professional Participants Maksym TYMOKHIN

Appendix 1 to the Requirements for the Use of Outsourcing by Professional Participants of Capital Markets and Organized Commodity Markets During the Conduct of Professional Activities (subparagraph 1 of paragraph 17 of the Requirements)

Information Regarding Service Provider - Legal Entity / Foreign Legal Entity (hereinafter – Legal Entity)

1. ---

(full name of the legal entity)

2. Location of the legal entity (full address, including floor and office number, if available): ________________________________________________________________________

3. Identification code of the legal entity (for a foreign legal entity, a code from the commercial, banking, or court register is indicated): ________________________________________

4. LEI Code (if available): __________________________________________________________

5. Information on organizational-legal form: ______________________________________

6. Type of activity of the legal entity: __________________________________________________

7. Information on permits, licenses, certificates, and/or other enabling documents obtained by the legal entity for specific types of activity:

No. p/p | Type of Activity | Number of Permit, License, Certificate, and/or Other Enabling Document | Date of Issue | State Authority Issuing Permit, License, Certificate, and/or Other Enabling Document | Date of Expiry (if available) | Description of Activity 1 | 2 | 3 | 4 | 5 | 6 | 7

8. Information on natural persons performing management functions in the legal entity:

No. p/p | Surname, First Name, Patronymic (if available) | Series (if available) Passport Number, Registration Number of Taxpayer Account Card 1 | Information Regarding Person 2 1 | 2 | 3 | 4

9. Was the person exercising management functions in the legal entity under the control of the service provider dismissed from the position for violating legislation on the protection of consumers' rights to financial services, from performing the functions of a trustee (manager) of a trust or other fiduciary obligations (obligations to act in the best interests of third parties) or any other similar relations in capital markets? _________________________________________________________

2 Continuation of Appendix 1 (if so, indicate the person, by whom, when and on what grounds such a decision was made) 10. Information on the absence / presence in the ultimate beneficial owner of a legal entity of violations of the requirements of legislation on preventing and countering the legalization (laundering) of proceeds obtained criminally, terrorism financing and financing of the proliferation of weapons of mass destruction, legislation on financial services and legislation on preventing corruption, as well as on the absence of a criminal record for crimes against the fundamentals of national security of Ukraine, peace, security of humanity and international order, public safety, property, in the field of economic activity, in the field of use of electronic computing machines (computers), systems and computer networks and telecommunications networks and in the field of official and professional activity related to the provision of public services, which has not been expunged or pardoned in the manner established by law:

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(if a violation is present, then indicate the surname, first name, patronymic (if any) of the person - the ultimate beneficial owner, what violation was committed, the date of the violation and by whom, when and on what grounds such a violation was established, the details of the court decision, verdicts) 11. Are there facts established by the relevant state body of the provision by the person directly or through third parties to the state body of unreliable information about himself, which has influenced or could influence the decision-making by this state body (applied for three years from the date of providing such information)?

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(if so, indicate by whom, when and under what circumstances such facts were established) 12. Are there facts of the person being declared bankrupt or the entry into legal force of a decision on forced liquidation, or the termination of action (cancellation) of a license for committing an offense in the markets of financial services and/or capital markets and organized commodity markets?

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(if so, indicate by whom, when and on what grounds such facts were established) 13. Are there facts of being a member of the governing body of a foreign financial institution and/or professional participant for more than six months before the decision of the authorized body of the respective state was taken to recognize such financial institution and/or professional participant as insolvent or bankrupt, or the entry into legal force of a decision on forced liquidation, or the termination of action (cancellation) of a license for committing an offense in the capital markets and organized commodity markets, or the recognition of the bank as insolvent, or the withdrawal of a license to conduct banking/credit activity (except for the withdrawal of a license during the liquidation of a foreign bank at the initiative of the owners)?

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(if so, indicate the full name of the financial institution / professional participant, identification code, LEI code (if available), the name of the governing body or position, by whom, when and on what grounds the decision was taken to recognize such financial institution / professional participant as insolvent or bankrupt, or the decision on forced liquidation or termination of action (cancellation) of a license for committing an offense in the capital markets and organized commodity markets, or on the recognition of the bank as insolvent or withdrawal of a license to conduct banking / credit activity (except for the withdrawal of a license during the liquidation of a foreign bank at the initiative of the owners)) 14. Did the person have the opportunity, regardless of the performance of duties and ownership of participation, to provide mandatory instructions or otherwise determine or significantly influence the actions of a foreign financial institution / professional participant as of any date during the year prior to the decision of the authorized body of the foreign state to recognize such financial institution / professional participant as insolvent or bankrupt or the entry into legal force of a decision on forced liquidation or termination of action (cancellation) of a license for committing an offense in the markets of financial services and/or capital markets and organized commodity markets, or on the recognition of the bank as insolvent or withdrawal of a license to conduct banking / credit activity (except for the withdrawal of a license during the liquidation of a foreign bank at the initiative of the owners)? 3 Continuation of Appendix 1

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(if so, indicate the full name of the financial institution / professional participant, identification code, LEI code (if available), the grounds for providing mandatory instructions or otherwise determining or significantly influencing the actions of such financial institution / professional participant, by whom, when and on what grounds the decision was taken to recognize such financial institution / professional participant as insolvent or bankrupt, or the decision on forced liquidation or termination of action (cancellation) of a license for committing an offense in the capital markets and organized commodity markets, or on the recognition of the bank as insolvent or withdrawal of a license to conduct banking / credit activity (except for the withdrawal of a license during the liquidation of a foreign bank at the initiative of the owners)) 15. Are there facts of termination of powers (dismissal) of the person or his transfer to another position during the last three years, if it was preceded by a requirement of the relevant state body, including the authorized body of a foreign state, to replace this person in the position in connection with improper performance of powers by the person, which led to the violation of legislation by the financial institution and/or professional participant?

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(if so, indicate the full name of the financial institution / professional participant, identification code, LEI code (if available), by whom, when and on what grounds the decision on termination of powers / dismissal / transfer was taken) 16. Did the person commit violations of banking, financial, currency legislation, legislation on financial monitoring, legislation on joint-stock companies, legislation on consumer protection rights, which occurred due to the person's action or inaction and caused material damage to the legitimate rights and interests of other persons, as well as gross or systematic violations in the capital markets and organized commodity markets?

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(if so, indicate what violation was committed, the date of the violation and by whom, when and on what grounds such a violation was established, the type of sanction applied) 17. Has the National Commission for the State Regulation of Financial Services Markets (NCSPFM) or the National Bank of Ukraine conducted an assessment of the business reputation of the person in accordance with other procedures provided for by legislation, their results (if such information is known)?

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(if so, indicate by whom, when and under what circumstances such facts were established) 18. Were personal economic and other restrictive measures (sanctions) applied to the person in accordance with resolutions of the Security Council of the United Nations, other international organizations, decisions of the European Union, other intergovernmental associations, of which Ukraine is a member (participant), which provide for restrictions or bans on trade and/or financial operations, foreign state bodies (except for states that carry out armed aggression against Ukraine within the meaning of Article 1 of the Law of Ukraine "On Defense of Ukraine") or Ukraine (for the purposes of this point, a person is considered to be one to whom such measures were not applied if three years have passed since their cancellation)?

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(if so, indicate the type of restrictive measure (sanction), the name of the body and the reasons for its application)) 4 Continuation of Appendix 1 19. Was the person deprived, in the manner established by legislation, of the right to engage in certain activities (for the purposes of this point, a person is considered not to be deprived of the right to engage in certain activities after the expiration of the period for which such deprivation was carried out)?

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(if so, indicate the type of activity from which the right to engage was deprived, by whom, when and under what circumstances the corresponding decision was taken) 20. Is the person included in the established manner in the list of persons associated with terrorist activity, or are international sanctions applied to them?

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(if so, indicate the corresponding list, who compiled it, the date and circumstances/grounds for including the person in the list, the list of sanctions applied to the person) 21. Are there facts of the person's violation of the procedure for agreeing on the acquisition or increase of a significant interest in a financial institution and/or professional participant?

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(if so, indicate the full name of the financial institution / professional participant, identification code, LEI code (if available), the date of acquisition of a significant interest, the type and form of the transaction, the size of the share (shares) in the charter capital, which was acquired) 22. Are there verdicts in cases regarding crimes against property, in the field of economic activity, in the field of official and professional activity related to the provision of public services, in the field of use of electronic computing machines (computers), systems and computer networks and telecommunications networks (if the criminal record for such crimes has not been expunged or pardoned in the manner established by legislation), ongoing pre-trial investigations within the framework of criminal proceedings in such crimes, disputes related to economic activity, in which such a person is a party in the order of administrative or civil justice, disciplinary proceedings, including suspension from the position of the head of a legal entity, ongoing proceedings in a bankruptcy or insolvency case and other similar procedures regarding such a person?

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(if so, indicate by whom, when and on what grounds such verdicts were issued, circumstances regarding disputes, etc.) 23. Are there verdicts in cases regarding crimes against property, in the field of economic activity, in the field of official and professional activity related to the provision of public services, in the field of use of electronic computing machines (computers), systems and computer networks and telecommunications networks (if the criminal record for such crimes has not been expunged or pardoned in the manner established by legislation), ongoing pre-trial investigations within the framework of criminal proceedings in such crimes, disputes related to economic activity, in which such a person is a party in the order of administrative or civil justice, disciplinary proceedings, including suspension from the position of the head of a legal entity, ongoing proceedings in a bankruptcy or insolvency case and other similar procedures regarding such a person, with respect to a person for whom a legal entity exercises control?

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(if so, indicate by whom, when and on what grounds such verdicts were issued, circumstances regarding disputes, etc.) 24. Are there ongoing proceedings of any controlling bodies regarding such a person, enforcement proceedings (as to the debtor), sanction application procedures or cases related to offenses in the financial services market as of the date of submission of the application?

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5 Continuation of Appendix 1 (if so, indicate the circumstances of ongoing proceedings, the controlling body, the circumstances of enforcement proceedings, by whom, when and for what violations sanctions were applied) 25. Are there ongoing proceedings of any controlling bodies regarding such a person, enforcement proceedings (as to the debtor), sanction application procedures or cases related to offenses in the financial services market as of the date of submission of the application, with respect to a person for whom a legal entity exercises control?

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(if so, indicate the full name of the legal entity, the circumstances of ongoing proceedings, the controlling body, the circumstances of enforcement proceedings, by whom, when and for what violations sanctions were applied) 26. Was the person refused a license, permit, authorization, membership, issuance of documents (certificate, certificate, etc.) that provide the right to conduct activity in the capital markets and organized commodity markets, or was the action of licenses withdrawn, suspended or terminated (cancelled), such registration cancelled, such membership terminated or suspended, such certificate, permit, authorization, membership or action of documents cancelled for committing an offense in the markets of financial services and/or organized commodity markets?

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(if so, indicate by whom, when and on what grounds such a decision was taken) 27. Was the person, for whom a legal entity exercises control, refused a license, permit, authorization, membership, issuance of documents (certificate, certificate, etc.) that provide the right to conduct activity in the capital markets and organized commodity markets, or was the action of licenses withdrawn, suspended or terminated (cancelled), such registration cancelled, such membership terminated or suspended, such certificate, permit, authorization, membership or action of documents cancelled?

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(if so, indicate the person, by whom, when and on what grounds such a decision was taken) 28. Was the person excluded from the associations of professional participants of capital markets and organized commodity markets, professional associations and associations as a type of disciplinary impact measure in connection with the discovery of violations of legislation?

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(if so, indicate by whom, when and on what grounds such a decision was taken) 29. Was the person, for whom a legal entity exercises control, excluded from the associations of professional participants of capital markets and organized commodity markets, professional associations and associations as a type of disciplinary impact measure in connection with the discovery of violations of legislation?

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(if so, indicate the person, who, when and on what grounds such a decision was taken) 30. Are there other signs of non-compliance of business reputation with the requirements defined by the respective state bodies (including respective foreign state bodies) and discovered regarding the periods of the person's work in the markets of financial services and/or capital markets and organized commodity markets, the state regulation of which is carried out by the respective state bodies?

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(if so, indicate the corresponding signs, by whom, when and under what circumstances they were discovered) 31. List of operations carried out by the legal entity within the framework of economic activity:

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6 Continuation of Appendix 1 I certify that the information provided is true and complete as of the date of its submission. "_" ________ 20 year _________________ (signature of the head of the professional participant 3)

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(surname, first name and patronymic (if any)) Notes: 1 – except for natural persons who, due to their religious beliefs, refuse to accept the registration number of the taxpayer's account, officially notified the respective controlling body and have a mark in the passport. 2 – the category of the person is specified in the column: a person who exercises the powers of a sole executive body; head of a collegiate executive body; member of a collegiate executive body; head of the supervisory board; member of the supervisory board. 3 – this requirement is not used in this questionnaire, which is submitted by a professional participant regarding itself (regarding a legal entity) using an electronic signature (or seal) based on a qualified public key certificate in accordance with the requirements of legislation on electronic document flow and electronic trust services.

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Appendix 2 to the Requirements for the Use of Outsourcing by Professional Participants of Capital Markets and Organized Commodity Markets (subparagraph 2 of paragraph 17 of the Requirements) Information regarding the service provider - a physical person - entrepreneur, a person who conducts independent professional activity, a foreign physical person (stateless person) who carries out economic activity in the territory of Ukraine and/or in the territory of a foreign state (hereinafter – physical person) 1.

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(surname, first name, patronymic (if any) of the physical person) 2. Passport data:

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(series (if available), passport number, date of issue, who issued (series (if available) and number of another document confirming identity and which, in accordance with the legislation of Ukraine, can be used in the territory of Ukraine to conclude transactions) 1 3. Contact details:_____________________________________________________________ (contact means numbers, email address for official communication channel) 4. Country of citizenship (allegiance): _____________________________________________ (all countries of citizenship (allegence) of the person are specified) 5. Address of declared / registered place of residence (stay):

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(country, region, district, name of the settlement, street, house number and apartment, postal code) 6. Registration number of the taxpayer's account (if available): ______________ 7. Education and qualifications: ________________________________________________________ (education, scientific degree, diploma: series, number, date of issue, who issued, specialty and qualification; professional training, license; other documents confirming previous professional experience and having relation to the financial sector and/or to capital markets and/or commodity market) 8. Information on received permits, licenses, certificates and/or other permits for certain types of activity: No. p/v Type of activity Number of permit, license, certificate and/or other permit document Date of issue State body that issued the permit, license, certificate and/or other permit document) Date of expiry (if available) Description of activity 1 2 3 4 5 6 7 9. Information on the place, length of service and positions held: 2 Continuation of Appendix 2 Place of work for the last 5 years Position held Period of holding the position from _________ to _________, reason for dismissal / termination of powers Length of service Description of job functions and tasks 1 2 3 4 5 Total length of service: __________________. 10. Information on the absence / presence of violations established by competent bodies or courts during the last three years of the requirements of legislation on preventing and countering the legalization (laundering) of proceeds obtained criminally, terrorism financing and financing of the proliferation of weapons of mass destruction, legislation on financial services and legislation on preventing corruption, as well as on the absence of a criminal record for crimes against the fundamentals of national security of Ukraine, peace, security of humanity and international order, public safety, property, in the field of economic activity, in the field of use of electronic computing machines (computers), systems and computer networks and telecommunications networks and in the field of official and professional activity related to the provision of public services, which has not been expunged or pardoned in the manner established by law:

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(if a violation is present, then indicate what violation was committed, the date of the violation and by whom, when and on what grounds such a violation was established, the details of the court decision, verdicts) 11. Was the person dismissed from work (termination of powers) in the markets of financial services and/or capital markets and organized commodity markets at the request of a state body, including a foreign one (except in cases where the person was dismissed, their powers were terminated and/or the person did not take office in connection with the decision of the authorized body of state power to refuse to approve the person for the position of manager, chief accountant or official of the internal control system) at any time during the last three years?

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(if so, indicate by whom, when and on what grounds such a decision was taken) 12. Was the person dismissed from work (including from work in foreign legal entities) during the last five years for systematic or single gross violation of his official duties and/or labor discipline rules, violation of legislation on corruption counteraction, commission of embezzlement, abuse of power / official position or another offense (when working in legal entities – residents of Ukraine – dismissal on the grounds of paragraphs 3, 4, 7, 8 of part one of Article 40, paragraphs 1, 1 1 , 2, 3 of part one of Article 41, paragraph nine of part one of Article 43 1 and Article 45 of the Code of Laws on Labor of Ukraine?

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(if so, indicate by whom, when and on what grounds such a decision was taken) 13. Was the person dismissed from any position at any time during the last three years in connection with being held disciplinarily liable as a result of a disciplinary proceeding procedure provided for by special laws?

3 Continuation of Annex 2

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(if yes, specify who, when, and on what grounds such a decision was made) 14. Has the person been released at any time during the last five years from performing the functions of a trustee (manager) of a trust, or have other fiduciary relations with this person not been terminated due to a violation or improper performance of their duties?

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(if yes, specify who, when, and on what grounds such a decision was made) 15. Has any disciplinary penalty in the form of deprivation of the right to engage in legal practice / exclusion from the Unified Register of Advocates of Ukraine, annulment of the certificate issued to the person for notary practice, or activity of an arbitration manager (property manager, rehabilitation manager, liquidator), deprivation of the right to engage in the activity of a private executor (applied for three years from the date of the corresponding decision) been applied to the person at any time during the last three years?

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(if yes, specify who, when, and on what grounds such a decision was made) 16. Are there facts established by the corresponding state authority regarding the provision by the person directly or through third parties to the state authority of unreliable information about themselves, which influenced or could have influenced the decision-making by this state authority (applied for three years from the date of providing such information)?

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(if yes, specify the list of facts, who, when, and under what circumstances the corresponding fact(s) was established) 17. Are there any facts at any time during the last five years of the person holding a position (or performing duties of a position) for more than six months in the composition of the supervisory board, board of directors, collegial executive body, head of a sole executive body, official of the internal control system, chief accountant, or actual performance of the functions of a person ensuring accounting, of a financial institution / professional participant for a year preceding the date of the decision to recognize such a financial institution / professional participant as bankrupt or the entry into legal force of a decision to revoke (annul) a license for committing an offense in the markets of financial services and/or capital markets and organized commodity markets, or a decision regarding a bank on bankruptcy / revocation of a license / exclusion from the register of financial institutions (except for the revocation of a banking license in connection with the bank not having carried out any banking operations for a year from the date of its issuance or during the liquidation of the bank at the initiative of the owners)?

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(if yes, specify the name of the financial institution / professional participant, identification code in the Unified State Register of Enterprises and Organizations of Ukraine (hereinafter – identification code), LEI code (if available), the name of the position, who, when, and under what circumstances a decision was made to recognize such a financial institution / professional participant as bankrupt, or a decision on forced liquidation or termination of action (annulment) of a license for committing an offense in the markets of financial services and/or capital markets and organized commodity markets, or on classifying a bank as insolvent or revoking a banking license in a bank) 18. Has the person at any time during the last five years had the opportunity, regardless of holding positions and owning shares in a financial institution / professional participant, to provide mandatory instructions or otherwise determine or significantly influence

4 Continuation of Annex 2 the actions of such a financial institution / professional participant, a foreign financial institution, as of any date during the year preceding the date of the decision to recognize it / them as bankrupt or the entry into legal force of a decision to revoke (annul) a license for committing an offense in the markets of financial services and/or capital markets and organized commodity markets, or a decision regarding a bank on bankruptcy / revocation of a license / exclusion from the register of financial institutions (except for the revocation of a banking license in connection with the bank not having carried out any banking operations for a year from the date of its issuance or during the liquidation of the bank or termination of banking activity without termination of the legal entity at the initiative of the owners)?

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(if yes, specify the full name of the financial institution / professional participant, identification code, LEI code (if available), and grounds for providing mandatory instructions or otherwise determining or significantly influencing its / their actions, who, when, and on what grounds a decision was made to recognize such a financial institution / professional participant as bankrupt, or a decision on forced liquidation or termination of action (annulment) of a license for committing an offense in the markets of financial services and/or capital markets and organized commodity markets, or on classifying a bank as insolvent or revoking a banking license in a bank at the initiative of the National Bank of Ukraine (except for the revocation of a banking license in connection with the bank not having carried out any banking operations for a year from the date of its issuance or during the liquidation of the bank or termination of banking activity without termination of the legal entity at the initiative of the owners)) 19. Are there any facts at any time during the last five years of the person holding a position (or performing duties of a position) for more than six months in the composition of the supervisory board, board of directors, collegial executive body, head of a sole executive body, official of the internal control system, chief accountant, or actual performance of the functions of a person ensuring accounting, of a foreign financial institution / professional participant for a year preceding the date of the decision to recognize such a foreign financial institution / professional participant as bankrupt or the entry into legal force of a decision to revoke (annul) a license for committing an offense in the markets of financial services and/or organized commodity markets, or a decision regarding a foreign bank on bankruptcy / revocation of a license / exclusion from the register of financial institutions (except for the revocation of a license during the liquidation of a foreign bank at the initiative of the owners)?

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(if yes, specify the full name of the financial institution / professional participant, identification code, LEI code (if available), the name of the governing body or position, who, when, and on what grounds a decision was made to recognize such a financial institution / professional participant as insolvent (bankrupt), or a decision on forced liquidation or termination of action (annulment) of a license for committing an offense in the capital markets and organized commodity markets, or on recognizing a bank as insolvent or revoking a license for banking / credit activity (except for the revocation of a license during the liquidation of a foreign bank at the initiative of the owners)) 20. Has the person at any time during the last five years had the opportunity, regardless of holding positions and owning shares, to provide mandatory instructions or otherwise determine or significantly influence the actions of a foreign financial institution / professional participant, as of any date during the year prior to the decision by the authorized body of a foreign state to recognize such a financial institution / professional participant as insolvent (bankrupt) or the entry into legal force of a decision on forced liquidation or termination of action (annulment) of a license for committing an offense in the markets of financial services and/or capital markets and organized commodity markets, or on recognizing a bank as insolvent or revoking a license for banking / credit activity (except for the revocation of a license during the liquidation of a foreign bank at the initiative of the owners)?

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5 Continuation of Annex 2 (if yes, specify the full name of the financial institution / professional participant, identification code, LEI code (if available), grounds for providing mandatory instructions or otherwise determining or significantly influencing the actions of such a financial institution / professional participant, who, when, and on what grounds a decision was made to recognize such a financial institution / professional participant as insolvent (bankrupt), or a decision on forced liquidation or termination of action (annulment) of a license for committing an offense in the capital markets and organized commodity markets, or on recognizing a bank as insolvent or revoking a license for banking / credit activity (except for the revocation of a license during the liquidation of a foreign bank at the initiative of the owners)) 21. Are there any facts of termination of powers (dismissal) of the person or their transfer to another position during the last three years, if this was preceded by a requirement (decision) of the corresponding state authority, including an authorized body of a foreign state, regarding the replacement of this person in the position or their suspension from the position due to improper performance of their official duties, which led to a violation by the financial institution / professional participant, foreign financial institution / professional participant of legislative requirements?

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(if yes, specify the full name of the financial institution / foreign financial institution / professional participant, identification code, LEI code (if available), who, when, and on what grounds a decision was made on termination of powers / dismissal / transfer) 22. Has the person or a legal entity, an employee of which was such a person, committed at any time during the last five years violations of banking, financial, currency legislation, legislation on financial monitoring, legislation on joint-stock companies, legislation on consumer protection rights, which occurred due to the fault of such a person as a result of their action or inaction and caused material damage to the legitimate rights and interests of other persons, as well as gross or systematic violations in the capital markets and organized commodity markets?

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(if yes, specify which violation was committed, the date of the violation, and who, when, and on what grounds such a violation was established, the type of sanction applied) 23. Are there any facts at any time during the last five years of non-compliance of the person's activities with the requirements for business reputation and/or professional ethics?

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(if yes, specify who, when, and under what circumstances such facts were established) 24. Have any personal economic and other restrictive measures (sanctions) according to resolutions of the Security Council of the United Nations, other international organizations, decisions of the European Union, other intergovernmental associations, of which Ukraine is a member (participant), involving restrictions or prohibition of trade and/or financial operations, authorities of foreign states (except for states carrying out armed aggression against Ukraine within the meaning of Article 1 of the Law of Ukraine "On Defense of Ukraine") or Ukraine (for the purposes of this point, a person is considered not subject to the specified measures if three years have passed since their cancellation) been applied to the person at any time during the last 5 years?

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(if yes, specify the type of restrictive measure (sanction), the name of the body, and the reasons for its application) 25. Has the person at any time during the last five years been deprived in the manner established by legislation of the right to hold certain positions or engage in certain activities (for the purposes of this point, a person is considered not deprived of the right

6 Continuation of Annex 2 to hold certain positions or engage in certain activities after the expiration of the term for which such deprivation was carried out)?

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(if yes, specify the position and/or type of activity from which the right to hold/engage was deprived, who, when, and on what grounds the corresponding decision was made) 26. Has the person at any time during the last five years been included in the manner established by legislation in the list of persons associated with terrorist activity, or have international sanctions been applied to them?

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(if yes, specify the corresponding list, who compiled it, the date and circumstances/grounds for inclusion in the list, the list of sanctions applied to the person) 27. Are there any facts at any time during the last five years of the person acquiring or increasing a significant share in a financial institution / professional participant?

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(if yes, specify the full name of the financial institution / professional participant, identification code, LEI code (if available), the date of acquiring a significant share, the type and form of the transaction, the size of the share (shares) in the authorized capital, which was acquired) 28. Are there any facts of holding at any time during the last five years the position(s) (performing duties of a position) of head, official of the internal control system, chief accountant, or actual performance of the functions of a person ensuring accounting, of a financial institution / commodity exchange for more than six months without the approval of the corresponding state authority, the necessity of approval of appointment to which by the corresponding state authority is provided by legislation, to such a position / positions (applied from the first day of the seventh month after the date of election (appointment) of the person to the position (in case of holding several positions or one position several times without approval by the corresponding state authority - after the date of election (appointment) of the person to the first of such positions) and for three years from the date of elimination of this violation)?

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(if yes, specify the name of the legal entity, its identification code, LEI code (if available), where the person held the corresponding position(s) (performed duties of positions), the names of the positions, circumstances and grounds under which the person held the corresponding position(s) (performed duties of positions) without approval by the corresponding state authority, the date of appointment and dismissal of the person from the corresponding positions (performance of duties of positions), the full name of the state authority that should have approved the appointment of the person to the corresponding positions (performance of duties of positions)) 29. Are there any facts regarding the person at any time during the last five years of verdicts in cases concerning crimes in the field of economic activity, ongoing pre-trial investigations within criminal proceedings in such crimes, disputes related to economic activity, in which such a person acts as a party in administrative or civil proceedings, disciplinary proceedings, including suspension from the position of the head of a legal entity, ongoing proceedings on bankruptcy or insolvency cases, and other similar procedures regarding such a person? 7

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(if yes, specify who, when, and on what grounds such verdicts were issued, circumstances regarding disputes, etc.) 30. Are there any facts regarding the person at any time during the last five years of ongoing at the date of submission of the application proceedings of any controlling authorities in cases concerning such a person, enforcement proceedings, procedures for applying sanctions, or cases related to offenses in the financial services market?

7 Continuation of Annex 2

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(if yes, specify the circumstances of ongoing proceedings, the controlling authority, the circumstances of enforcement proceedings, who, when, and for which violations sanctions were applied) 31. Has the person been excluded from the composition of professional associations and associations as a type of disciplinary impact measure due to the discovery of violations of legislation at any time during the last five years?

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(if yes, specify who, when, and on what grounds such a decision was made) 32. Has the National Commission for the Supervision of Securities and Stock Market of Ukraine (NCSPFM) or the National Bank of Ukraine conducted an assessment of the business reputation and experience of a physical person within other procedures provided by law, their results (if such are known)?

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(if yes, specify the full name of the body that conducted such an assessment, the date, and the results of its conduct) 33. Are there any other signs of non-compliance of the person's business reputation with the requirements defined by the corresponding state authorities (including corresponding foreign state authorities) and discovered regarding the periods of work of such a person in the markets of financial services and/or capital markets and organized commodity markets, state regulation of which is carried out by the corresponding state authorities, at any time during the last five years?

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(if yes, specify the corresponding signs, who, when, and under what circumstances they were discovered / established) 34. Information on any activity related to the market of financial services and/or capital and organized commodity market, which is currently being performed:

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35. List of operations performed by a physical person within the framework of economic activity, if such activity is carried out by a physical person:

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I, __________________________________________________________, declare that the information provided by me is true and complete as of the date of its submission. "" _________ 20 year _________________ (signature of the head of the professional participant 2)

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(surname, first name, and patronymic (if any) of the head of the professional participant) Notes: 1 – for physical persons who, due to their religious beliefs, refuse to accept the registration number of the taxpayer's account, officially notified the corresponding controlling authority, and have a mark in their passport, and for physical persons who are foreigners who are not taxpayers in Ukraine. 2 – this requirement is not applied in this questionnaire, which is submitted by a professional participant regarding themselves (regarding a physical person) using an electronic signature or a seal based on a qualified certificate of an open key in accordance with the requirements of legislation on electronic document management and electronic trust services.

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