APPROVED

By the General Meeting of Members (Congress)

of the Association of Ukrainian Banks

Minutes No. 20 dated December 4, 2025

BYLAWS

OF THE ASSOCIATION OF UKRAINIAN BANKS

EDRPOU Code 21562073

(NEW EDITION)

Kyiv – 2025

 

1.GENERAL PROVISIONS

1.1. The Association of Ukrainian Banks (hereinafter – the Association) operates on the basis of and in accordance with the requirements of the Law of Ukraine “On Banks and Banking Activities,” the Civil Code of Ukraine, the Tax Code of Ukraine, other legislative acts of Ukraine, and these Bylaws. The Association is the legal successor to the Association of Commercial and Cooperative Banks of the Ukrainian SSR.

1.2. The Association was established to promote the development of the Ukrainian banking system, protect and represent the interests of its members, develop interregional and international ties, facilitate scientific and informational exchange, and develop recommendations for improving banking activities.

1.3. The Association is a non-governmental, independent, voluntary, non-profit organization that unites banks, banking associations, as well as other institutions, enterprises, and organizations.

The Association is a non-profit organization.

1.4. Membership in the Association does not impose any restrictions on its members regarding business, public, or any other activities not prohibited by law. The Association has no right to interfere in the activities of its members.

The Association is not liable for the obligations of its members, and the members of the Association are not liable for the obligations of the Association.

1.5. The Association is a legal entity.

The Association has a full and abbreviated name:

Full name:

  • in Ukrainian: “Association of Ukrainian Banks”;
  • in English: “Association of Ukrainian Banks”.

Abbreviated name:

  • in Ukrainian: “AUB”;
  • in English: “AUB”.

The Association has its own balance sheet, seals, stamps, symbols, and bank accounts. The Association owns separate property, may enter into contracts on its own behalf, acquire rights and assume obligations, and act as a plaintiff or defendant in court.

1.6. The Association has the right to:

  • open its representative offices and branches within Ukraine;
  • open representative offices abroad, cooperate with foreign banks, legal entities, and their associations;
  • be a member of interbank associations in Europe and worldwide, and act as a founder of such associations;
  • act as a founder of enterprises, institutions, and organizations;
  • possess, use, and dispose of its own confidential information of a professional, business, banking, commercial, or other nature. Confidential information is disseminated under conditions determined by the Association, which independently establishes the access regime for such information, including its classification as confidential, and implements a protection system for it.

1.7. Location of the Association: 02002, Kyiv, 15 Yevhen Sverstiuk Street.

BASIC PRINCIPLES OF OPERATION AND OBJECTIVES OF THE ASSOCIATION

2.1. The Association operates on the basis of the following principles:

  • legality;
  • compromise in resolving issues, taking into account the interests of all Association members;
  • trust and mutual assistance in relations among Association members;
  • voluntary participation of Association members in projects and programs implemented pursuant to decisions of the Association Council;
  • mandatory implementation of decisions adopted by the Association Congress;
  • autonomy and independence from government agencies.

2.2. The main objectives of the Association are:

  • protecting the rights and interests of Association members and ensuring legal guarantees for their activities;
  • formulating the position of Association members on important issues related to their activities and representing this position in relations with third parties;
  • facilitating the creation of a legal framework for banking, financial, and other business activities;
  • developing and shaping the paths and directions for the development of Ukraine’s economy and banking system as a single integrated whole;
  • promoting the professional development and expertise of specialists in the financial sector;
  • informing the public about the activities of the Association’s members and their role in Ukraine’s economic life;
  • promoting the implementation of antitrust legislation in the financial sector;
  • to foster mutual trust, reliability, integrity, and business partnership in the relationships between Association members and clients;
  • ensuring and providing access to non-governmental independent dispute resolution through the establishment and operation of a permanent arbitration court under the Association;
  • informing Association members about draft legislative and regulatory acts and judicial practice.

2.3. To achieve these objectives, the Association:

  • analyzes draft legislative and regulatory acts pertaining to banking and financial activities, and seeks to have its comments and proposals adopted by the Verkhovna Rada of Ukraine, the Cabinet of Ministers of Ukraine, the National Bank of Ukraine (hereinafter—NBU), and other state bodies during the consideration of such drafts;
  • maintains and develops business contacts with the Verkhovna Rada of Ukraine, the Administration of the President of Ukraine, the Cabinet of Ministers of Ukraine, the NBU, and other Ukrainian government bodies;
  • cooperates with the NBU on the development of the main directions of monetary policy, participates in the drafting of instructions and other regulatory documents of the NBU governing the activities of commercial banks and non-bank financial institutions;
  • establishes, independently or in cooperation with other organizations, schools, centers, and training and retraining courses;
  • cooperates with the media, holds press conferences, and publishes an informational and analytical bulletin and other materials;
  • provides advice and assistance to its members in all matters related to their activities;
  • organizes and conducts conferences, symposia, seminars, training sessions, lectures, and other events, either independently or in conjunction with other organizations;
  • organizes and participates in discussions among professional and academic circles regarding the state and future development of Ukraine’s banking system and economy, and facilitates the exchange of professional experience and the establishment of business contacts;
  • works to establish uniform approaches to banking ethics for the entire banking system of Ukraine and reviews instances of banks violating established rules and standards of banking ethics;
  • involves representatives of the Association’s members in events organized by government and administrative bodies aimed at developing the banking system and the economy of Ukraine;
  • establishes or acts as a founder of enterprises, institutions, and organizations;
  • establishes a permanent Arbitration Court;
  • appeals to law enforcement agencies to protect the interests of its members and their employees.

2.4. The Association does not engage in independent business activities and does not exercise control over or manage the business activities of its members. The Association exercises its powers and fulfills its tasks on a non-profit basis.

3.MEMBERSHIP IN THE ASSOCIATION

3.1. Membership in the Association is open to banks, banking associations, and other enterprises, institutions, and organizations established in accordance with the current legislation of Ukraine, which accept the Association’s Bylaws and pay the admission and membership fees.

Enterprises, institutions, and organizations that have expressed a desire to be members of the Association with advisory voting rights, recognize the Association’s Charter, and pay membership fees may become members of the Association with advisory voting rights. These organizations pay fees in accordance with the procedure approved by the Association’s Council.

Members of the Association retain full economic and financial independence.

3.2. The heads or authorized representatives of the members of the Association act on their behalf in the exercise of their rights and legitimate interests.

3.3. Admission to the Association is based on a written application from a legal entity wishing to join the Association. The decision to admit a member to the Association is made by the Association Council. A person is considered admitted to the Association from the moment the Association Council adopts the relevant decision.

3.4. Membership in the Association is terminated in the event of:

3.4.1. the liquidation of an Association member. In this case, the person’s membership in the Association terminates automatically upon their removal from the Unified State Register;

3.4.2. submission by a member of the Association of a written notice of withdrawal from the Association. The notice of withdrawal from the Association must be submitted to the Association in writing. The date of withdrawal from the Association for a member who has submitted a notice of withdrawal shall be the date the Association receives such notice;

3.4.3. failure to pay membership dues for more than six months of the current year. The date of termination of membership in the Association in the event of non-payment of membership dues shall be the date such member receives written notice from the Association;

3.4.4. expulsion of a member of the Association by a decision of the Association’s Board. The Association’s Board may expel from the Association any member who violates the laws of Ukraine or the Association’s Charter, or engages in improper conduct that negatively affects the reputation of the Association’s members. In this case, the date of expulsion of the Association member shall be deemed to be the date of adoption of the relevant decision by the Association Council.

4.RIGHTS AND OBLIGATIONS OF ASSOCIATION MEMBERS

4.1. Association members have the right to:

  • elect the Association’s governing bodies;
  • submit proposals to the agenda of the Association’s Congress no later than two weeks before the start of the Congress;
  • participate in the development of documents defining the main directions of the Association’s activities, and submit proposals to the Association’s Board aimed at protecting the interests and improving the activities of the Association and its members;
  • use intellectual property and material and technical resources, as well as services, consultations, and recommendations provided by the Association’s executive body;
  • receive the Association’s support during the consideration of contentious issues by state authorities and administrative bodies, as well as by the NBU;
  • be part of regional banking associations or regional representative offices and branches of the Association;
  • voluntarily withdraw from the Association. Members of the Association have equal rights and obligations.

4.2. Members of the Association are obligated to:

  • comply with the Charter and implement decisions adopted by the Congress;
  • adhere to business ethics, the principles of fair competition, and unconditional compliance with the rules of ethical and professional conduct while operating in the Ukrainian market;
  • participate in the implementation of the Association’s goals and objectives;
  • improve work efficiency and reputation among clients;
  • develop cooperation among Association members based on goodwill, mutual respect and support, and unconditional fulfillment of mutual obligations;
  • pay membership dues and other fees determined by the Congress and the Association Council in a timely manner;
  • promptly and efficiently provide the Association, upon its request, with data that does not constitute a trade secret, as well as independently notify the Association of any reorganization, changes in management, name, location, or business phone numbers of the Association member’s management
  • not to disclose information constituting a trade secret, even after leaving the Association.

5.GOVERNING BODIES OF THE ASSOCIATION
5.1. The Association is governed by:

  • The General Meeting of Association Members (hereinafter referred to as the Congress);
  • The Association Council;
  • The President of the Association.

5.2. The Congress is the highest governing body of the Association. All members of the Association have the right to participate in the work of the Congress. Each member of the Association has one vote. Members of the Association with an advisory vote do not vote on agenda items but have the right to express their position on agenda items. A member of the Association may be represented by its head or a person authorized by him or her (representative).

A representative may participate in the work of the Congress either by being physically present or by participating online via video or audio conferencing.

5.3. The Regular Congress is convened at least once every two years.

5.4. An extraordinary Congress is convened by decision of the Association’s Council, as well as at the request of at least 10% of the Association’s members.

To convene an extraordinary Congress at the request of the Association’s members, they must submit a joint written application addressed to the Chair of the Association’s Council, including a draft agenda. An extraordinary Congress shall be convened by the Association Council no later than 30 days from the date of receipt of the written request from Association members to convene an extraordinary Congress.

5.5. The Congress is considered quorate if representatives of at least half of the Association’s members are present. A notice of the Congress sent to an Association member’s official email address or by registered mail with return receipt is considered valid.

Decisions of the Congress are adopted by a majority of no less than three-quarters of the votes of the representatives of AUB members present at the Congress on the following issues:

  • adoption of amendments to the Association’s Charter;
  • adoption of a decision to dissolve the Association.

Decisions of the Association’s Congress on all other issues are adopted by a simple majority of the votes of those present at the Congress.

Voting on matters specified in this section of the Charter may be conducted either through the in-person participation of representatives in the work of the Congress or remotely—through online voting using electronic means of communication that ensure personal identification and the recording of voting results.

5.6. The powers of the Association’s Congress include:

  • adopting amendments to the Association’s Bylaws;
  • reviewing and approving reports of the Board, the President, and the Audit Commission of the Association;
  • reviewing and overturning decisions of the Association’s Board regarding the expulsion of a member from the Association;
  • approving the main directions of the Association’s activities and reviewing issues proposed by its members;
  • electing the President of the Association for a term of four years;
  • electing the Chair of the Association’s Board, members of the Association’s Board, and members of the Audit Commission for a term of four years;
  • approving the Regulations on the Association’s Board;
  • making decisions on any matters concerning the Association’s activities;
  • deciding on the dissolution of the Association;
  • delegating certain powers vested in the Congress to the Association Council or the Association President.

5.7. Between Congresses, the Association is managed by the Association Council.

The Council carries out its activities in accordance with the Charter and the Regulations on the Association Council, which are approved by the Congress.

The Association Council consists of nineteen members. The President and First Vice President of the Association are ex officio members of the Association Council. The remaining seventeen members of the Association Council are elected by the Congress.

Members of the Association Council serve on a voluntary basis.

Membership on the Council is personal and cannot be transferred to other representatives of Association members.

Membership in the Council shall terminate in the following cases:

  • the election of a new composition of the Association Council;
  • the death or legal incapacity of a Council member;
  • the removal of a Council member from the governing body of the Association member by which such person was elected;
  • the termination by a Council member of their representation of the Association member by which such person was elected;
  • voluntary resignation of a member of the Association Council upon their written request to resign from the Association Council;
  • termination of the Association membership of the legal entity whose representative elected such a Council member;
  • self-removal of a Council member from Council work, or systematic failure to participate in Council meetings. In such a case, the decision to remove the Council member from the Council is made by the Association Council.

In the event of the termination of membership in the Council of one or more of its members, the number of members of the Association Council is automatically reduced. The Association Council remains competent in its reduced composition, but with no fewer than eleven members, until the next Congress, at which a new composition of the Association Council will be elected.

Members of the Association Council are elected for a term of 4 years. If, upon the expiration of this term, a new composition of the Association Council has not been elected, the powers of its members are automatically extended until the Association Council is re-elected.

5.8. The Association Council:

  • convenes the Association Congress, sets the Congress agenda, and determines the time and place of the Congress;
  • submits for consideration by the Congress a draft of the Association’s main areas of activity for the next two years;
  • monitors the implementation of the Congress’s decisions and the Association’s main areas of activity approved by the Congress;
  • decides on the admission of members to the Association and their expulsion from it on the grounds and in the manner provided for in Section 3.4.4 of the Charter;
  • approves the budget for the Association’s maintenance;
  • sets the President’s salary;
  • approves the Regulations on bonuses for Association employees and the payment of remuneration to them based on annual performance;
  • upon the proposal of the President of the Association, approves the Vice Presidents of the Association;
  • upon the proposal of the President of the Association, approves the Regulations, Rules of Procedure, and list of arbitrators of the Association’s permanent arbitration court and facilitates its work;
  • sets the amount and payment terms for admission and membership fees;
  • determines the procedure for payment of membership fees for Association members admitted to the Association with advisory voting rights;
  • removes from its membership any Council member who withdraws from Council work or systematically fails to participate in Council meetings;
    T
  • he Association Council performs its functions by holding meetings. Meetings are held in accordance with the Regulations on the Association Council, which are approved by the Congress;

A meeting of the Association Council is quorate provided that more than half of its members are present.

5.9. Chair of the Association Council:

  • chairs the Association Council;
  • presides over Congresses and meetings of the Association Council;
  • exercises ongoing oversight over the implementation by the Association’s executive body of the decisions of the Congresses and the Association Council;
  • submits proposals regarding candidates for the position of President and members of the Association Council.

5.10. The executive body of the Association is the President of the Association.

The President of the Association:

  • organizes the implementation of decisions of the Congresses and the Association Council;
  • manages the day-to-day activities of the Association;
  • represents the Association before government authorities, public and international organizations, and in relations with foreign partners;
  • acts on behalf of the Association without a power of attorney;
  • manages the Association’s funds and property;
  • notifies Association members of the time and place of the Congress and its agenda no later than 30 days prior to its convening;
  • within the limits of the approved payroll budget, determines the structure, staffing levels, and salaries of Association employees;
  • makes decisions regarding the hiring, dismissal, and awarding of bonuses to Association employees;
  • submits candidates for the position of vice-president to the Board for approval;
  • enters into legal transactions on behalf of the Association, including contracts, and issues instructions on his own behalf for the receipt of tangible assets;
  • opens settlement and other accounts in banks and is the first signatory on financial documents;
  • maintains relations with foreign banking associations and other organizations;
  • submits proposals regarding candidates for the Chair and judges of the AUB Arbitration Court.
  • The President of the Association may delegate his or her powers to Vice Presidents and other employees of the Association.
    AUDIT COMMITTEE

6.1. The Audit Committee is elected by the Congress and is accountable exclusively to it. The Congress determines the composition of the Audit Committee and the procedures for its operation.

6.2. The Chair of the Audit Commission is elected from among the members of the Audit Commission by a simple majority vote of its members.

6.3. The Commission oversees the financial and operational activities of the Association.

6.4. The Audit Commission prepares conclusions on the annual reports and balance sheets and submits them to the Congress for approval.

FINANCES AND PROPERTY. ACCOUNTING AND REPORTING
7.1. To perform the tasks assigned to it, the Association may own funds and other property. The Association’s funds are derived from:

one-time (initiation) and periodic (membership and special-purpose) contributions from Association members;
passive income in accordance with tax legislation;
arbitration fees;
proceeds received by the Association from organizing and conducting lectures, seminars, conferences, training sessions, and other events;
proceeds from the distribution of expert and analytical materials related to the banking sector;
other proceeds not prohibited by law for receipt by a non-profit organization.
7.2. The Association’s income shall be used exclusively to finance expenses for its maintenance, the realization of its objectives (goals, tasks), and areas of activity as defined by the Charter. The distribution of received income (profits) or any part thereof among the founders (participants), members of the Association, employees (except for the payment of their wages and the accrual of the unified social contribution), members of management bodies who are not employees of the Association, and other persons related to them is prohibited.

7.3. The Association maintains accounting records of its operations and prepares statistical reports. The procedures for maintaining accounting records and preparing statistical reports are determined by applicable law.

 

TERMINATION OF THE ASSOCIATION’S ACTIVITIES

8.1. The Association’s activities shall be terminated through liquidation or reorganization by decision of the Association’s Congress and on other grounds provided for by the laws of Ukraine.

8.2. In the event of the Association’s liquidation pursuant to a decision of the Congress, the liquidation of the Association shall be carried out by a liquidation commission appointed by the Association’s Congress. From the moment the liquidation commission is appointed, the powers to manage the Association shall be transferred to it.

8.3. Upon reorganization of the Association, its rights and obligations shall be transferred to its successor.
The Association may not be reorganized into a legal entity whose purpose is to generate profit.

8.4. Liquidation is considered complete, and the Association is deemed to have ceased its activities, from the moment of its removal from the Unified State Register.

8.5. In the event of the Association’s dissolution (as a result of its liquidation, merger, division, consolidation, or transformation), the Association’s assets remaining after the satisfaction of creditors’ claims and the repayment of the Association’s other debts shall be transferred to one or more other non-profit organizations of a similar nature or credited to the state budget.

 

Chairperson

of the General Meeting of Members (Congress) ________________ Arzhevitin S.M.

Secretary

of the General Meeting of Members (Congress) ________________ Kovach T.A.