RESOLUTION OF BOARD OF NATIONAL BANK OF THE REPUBLIC OF KAZAKHSTAN

of October 29, 2018 No. 248

About approval of Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds, Requirements to documents for state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, the List of documents for cancellation of release of non-state bonds and requirements to them, Rules of creation and execution of the prospectus of release of non-state bonds (prospectus of the bonded program), changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program)

According to the Law of the Republic of Kazakhstan "About the security market" the Board of National Bank of the Republic of Kazakhstan DECIDES:

1. Approve:

1) Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds according to appendix 1 to this resolution;

2) Requirements to documents for state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum according to appendix 2 to this resolution;

3) the List of documents for cancellation of release of non-state bonds and the requirement to them according to appendix 3 to this resolution;

4) Rules of creation and execution of the prospectus of release of non-state bonds (the prospectus of the bonded program), changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program) according to appendix 4 to this resolution.

2. Recognize invalid regulatory legal acts of the Republic of Kazakhstan, and also structural elements of some regulatory legal acts of the Republic of Kazakhstan according to the list according to appendix 5 to this resolution.

3. To department of regulation of the non-bank financial organizations (Kosherbayeva A. M.) in the procedure established by the legislation of the Republic of Kazakhstan to provide:

1) together with Legal department (Sarsenov N. V.) state registration of this resolution in the Ministry of Justice of the Republic of Kazakhstan;

2) within ten calendar days from the date of state registration of this resolution its direction in the Kazakh and Russian languages in the Republican state company on the right of economic maintaining "The republican center of legal information" for official publication and inclusion in Reference control bank of regulatory legal acts of the Republic of Kazakhstan;

3) placement of this resolution on official Internet resource of National Bank of the Republic of Kazakhstan after its official publication;

4) within ten working days after state registration of this resolution submission to Legal department of data on execution of the actions provided by subitems 2), 3) of this Item and item 4 of this resolution.

4. To management on consumer protection of financial services and external communications (Terentyev A. L.) provide within ten calendar days after state registration of this resolution the direction it to the copy on official publication in periodic printing editions.

5. To impose control of execution of this resolution on the vice-chairman of National Bank of the Republic of Kazakhstan Kurmanov Zh. B.

6. This resolution becomes effective since January 1, 2019 and is subject to official publication.

Appendix 1

to the Resolution of Board of National Bank of the Republic of Kazakhstan of October 29, 2018 No. 248

Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds

Chapter 1. General provisions

1. These rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds (further - Rules) are developed according to the Administrative procedural Procedure Code of the Republic of Kazakhstan, the laws of the Republic of Kazakhstan "About the security market" (further - the Law on the security market), "About state regulation, control and supervision of the financial market and the financial organizations", "About the state services" (further – the Law on the state services) and determine conditions and procedure for state registration of release of non-state bonds (further - bonds) (the bonded program), state registration of changes and (or) amendments (further – registration of changes and (or) amendments) to the avenue of bond issue (the prospectus of the bonded program), the private memorandum, bond issue cancellations.

1-1. Information on the made changes and (or) additions in Rules within 3 (three) working days after state registration in judicial authorities of the corresponding regulatory legal act is placed on official Internet resource of authorized body, goes to the operator of information and communication infrastructure of "the electronic government" and to Single contact center.

2. Rules establish features of state registration of bond issue (the bonded program), including infrastructure bonds, bonds which are subject to private placement, the bond with circulation period no more than 12 (twelve) months, bonds (the bonded program) of issuers - nonresidents of the Republic of Kazakhstan, the bond (the bonded program) of international financial institutions and the bond within the bonded program.

2-1. The concepts used in Rules are applied in the values specified in the Ecological code of the Republic of Kazakhstan, the Law on the security market, the Law of the Republic of Kazakhstan "About the electronic document and the digital signature", the Law on the state services.

Chapter 2. Procedure for state registration of bond issue (bonded program)

3. Legal person issuer (further – the issuer) for state registration of release of non-state bonds, state registration of changes and (or) amendments in conditions of issue of securities sends to authorized body on regulation, control and supervision of the financial market and the financial organizations (further – authorized body) through the web portal of Central Securities Depository (further – the portal) the statement electronically in any type.

The list of the documents necessary for rendering the state service, the bases for refusal in rendering the state service, the main requirements to rendering the state service including characteristics of process, form, content and result of rendering, and also other data taking into account features of provision of the state service and the term of rendering the state service are provided in the list of the main requirements to rendering the state service "State Registration of Release of Non-state Bonds" (further – the list of requirements to rendering the state service) according to appendix 1 to Rules.

In case of the direction the issuer of the statement through the portal in "private office" automatically displays the status about acceptance of request for rendering the state service with indication of date and time of receipt of result.

3-1. The authorized body receives data on state registration (re-registration) of the issuer as the legal entity from databases of the central state bodies, and also The Government for Citizens State corporation.

3-2. The employee of authorized body authorized on acceptance and registration of correspondence performs reception of an application of the issuer, its registration and the direction on execution in the division of authorized body responsible for rendering the state service (further – responsible division) in day of its receipt. In case of the address of the issuer after the termination of working hours, in days off and holidays according to the Labor code of the Republic of Kazakhstan, reception of applications is performed the next working day.

The employee of responsible division performs check of completeness of the provided document package and effective period of documents during:

2 (two) working days from the date of registration of a statement in case of state registration of release of non-state bonds;

2 (two) working days from the date of registration of a statement in case of state registration of the bonded program;

2 (two) working days from the date of registration of a statement in case of the state registration of the bonded program and the first bond issue within the bonded program provided by the issuer at the same time;

1 (one) working day from the date of registration of a statement in case of state registration of bond issue within the bonded program registered by authorized body;

1 (one) working day from the date of registration of a statement in case of state registration of bond issue with circulation period no more than 12 (twelve) months;

1 (one) working day from the date of registration of a statement in case of state registration of bond issue which is subject to private placement;

2 (two) working days from the date of registration of a statement in case of registration of changes and (or) amendments to the avenue of bond issue (the prospectus of the bonded program);

1 (one) working day from the date of registration of a statement in case of registration of changes and (or) amendments in the private memorandum.

In case of factual determination of incompleteness and (or) expiration of the submitted documents the employee of responsible division within the terms established by this Item prepares and directs to the issuer motivated refusal in further review applications.

The motivated refusal in further review of the statement signed by the digital signature (further – the EDS) the authorized person of authorized body, goes to the issuer through the portal electronically.

3-3. In case of factual determination of completeness and (or) lack of expiration of the submitted documents the employee of responsible division considers documents on compliance to requirements of the legislation of the Republic of Kazakhstan, prepares the draft of the letter (certificate) or refusal in rendering the state service, signs result of rendering the state service at the authorized person of authorized body during:

12 (twelve) working days in case of state registration of bond issue;

7 (seven) working days in case of state registration of the bonded program;

7 (seven) working days in case of the state registration of the bonded program and the first bond issue within the bonded program provided by the issuer at the same time;

3 (three) working days in case of state registration of bond issue within the bonded program registered by authorized body;

1 (one) working day in case of state registration of bond issue with circulation period no more than 12 (twelve) months;

1 (one) working day in case of state registration of bond issue which is subject to private placement;

7 (seven) working days in case of registration of changes and (or) amendments to the avenue of bond issue (the prospectus of the bonded program);

1 (one) working day in case of registration of changes and (or) amendments in the private memorandum.

In case of identification of the bases for refusal in rendering the state service the authorized body notifies the issuer on the provisional solution about refusal in rendering the state service, and also time and the place (method) of carrying out hearing for provision to the issuer of opportunity to express line item according to the provisional solution.

The notification on hearing goes at least in 3 (three) working days prior to completion of term of rendering the state service. Hearing is carried out no later than 2 (two) working days from the date of the notification.

By results of hearing the authorized body issues the letter (certificate) or motivated refusal in rendering the state service.

The employee of responsible division within 1 (one) working day after signing of result of rendering the state service directs him to the issuer in "private office" electronically certified by the EDS of the authorized person of authorized body.

Processes of rendering the state services in all subspecies are identical.

3-4. Information on stage of rendering the state service is updated in the automatic mode in information system of monitoring of rendering the state services.

3-5. Consideration of the claim concerning rendering the state service is made by the higher official of authorized body, authorized body by assessment and control of quality of rendering the state services taking into account features, the stipulated in Article 25 Laws on the state services.

The claim is submitted in authorized body and (or) to the official of authorized body whose decision, action (failure to act) are appealed.

If other is not provided by the Law on the security market, the Law on the state services, appeal to the court is performed after appeal in pre-judicial procedure.

3-6. In the claim sent to the head of authorized body the name of the issuer, the postal address, reference number and date are specified.

Confirmation of adoption of the claim by the head of authorized body is its registration (stamp, the entering number and date) in office of authorized body with indication of surname and initials of person which accepted the claim, term and the place of receipt of the answer to the made complaint.

In case of the address through the portal information on procedure for appeal can be obtained by phones of Single contact center specified in appendix 1 to Rules.

When sending the claim through the portal information on the address which is updated during processing of the address by authorized body is available to the issuer from "private office" (mark about delivery, registration, execution, the answer about consideration or refusal in consideration).

4. State bond issue registration (the bonded program) of the international financial institutions specified in the list of international financial institutions according to appendix 1-1 to Rules it is performed taking into account the requirements of the charter and (or) documents regulating their activities.

5. In case of carrying out restructuring by the issuer according to the judgment about carrying out restructuring, for state registration of bond issue (the bonded program) the issuer in addition to the documents specified in Item 3 of Rules represents the copy of the restructuring plan approved by court to authorized body.

6. No. 41 is excluded according to the Resolution of Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market of 30.03.2020

7.  No. 213 is excluded according to the Resolution of Board of National Bank of the Republic of Kazakhstan of 26.11.2019.

8. The issuer submits documents for state registration of bond issue (the bonded program) on condition of observance of requirements, stipulated in Item 3 Articles 12, Item 1 of Article 12-2 and Item 1 of article 15 of the Law on the security market, except as specified bond issue with circulation period no more than twelve months, the non-state bonds which are subject to private placement.

9. When implementing by the issuer - the resident of the Republic of Kazakhstan, not being bank or the organization performing separate types of banking activities, bond issue (the bonded program) with observance of the requirement to availability of the minimum required rating for date of submission to authorized body of documents for state registration of bond issue (the bonded program) this issuer has the minimum credit rating not below "In" on the international scale of the Standard & Poor agency "s or the rating of similar level of Moody rating agencies" s Investors Service and Fitch (further - other rating agencies), or the rating is not lower than "kzB-" on national scale of the Standard & Poor agency "s.

10. When implementing by the issuer, not being bank or the organization performing separate types of banking activities, bond issue (the bonded program) with observance of the requirement to leverage size, this size is calculated based on data of the financial reporting of the issuer as of the end of the last quarter before submission of documents on state registration of bond issue (the bonded program), is positive size and does not exceed 10 (ten).

When implementing by the organization specializing in improvement of quality of credit portfolios of banks of the second level, bond issue (the bonded program) with observance of the requirement to leverage size, this size is calculated based on data of the financial reporting of the organization specializing in improvement of quality of credit portfolios of banks of the second level as of the end of the last quarter before submission of documents on state registration of bond issue (the bonded program), and does not exceed 10 (ten).

10-1. When implementing by the issuer of release of non-state bonds without repayment period the amount of release cannot exceed the size, stipulated in Item the 5th article 12-2 of the Law on the security market.

The equity size for establishment by the issuer of amount of release of non-state bonds without repayment period is determined based on the financial reporting of the issuer as of the end of the last quarter before submission of documents on state registration of release of non-state bonds without repayment period.

11. If again issued bonds are mortgage bonds, such bonds are provided with the following highly liquid assets:

1) money;

2) government securities of the Republic of Kazakhstan;

3) securities of the foreign states having sovereign rating is not lower than "VVV-" on the international scale of the Standard & Poor agency "s (Standard and Purs) or the rating of similar level of one of other rating agencies;

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