THE RESOLUTION OF BOARD OF THE AGENCY OF THE REPUBLIC OF KAZAKHSTAN ON REGULATION AND SUPERVISION OF THE FINANCIAL MARKET AND THE FINANCIAL ORGANIZATIONS

of May 26, 2008 No. 77

About requirements to the issuers and their securities allowed (allowed) to the address on the stock exchange and also to separate categories of the list of stock exchange

According to Item 1 of article 89 of the Law of the Republic of Kazakhstan of July 2, 2003 "About the security market", and also for the purpose of further market development of securities of the Republic of Kazakhstan, the Board of the Agency of the Republic of Kazakhstan on regulation and supervision of the financial market and the financial organizations (further - the Agency) DECIDES:

1. Determine that for the purposes of this resolution the following concepts are used:

1) the special company (Special purpose vehicle) - the legal entity founded according to the legislation of foreign state which single type of activity is fund raising including by release and placement of debt securities under guarantee of the single founder (the participant, the shareholder) - the legal entity of the same or other state;

2) special finance company - the legal entity created according to the Law of the Republic of Kazakhstan of February 20, 2006 "About project financing and securitization" for implementation of transactions of project financing and securitization for benefit of which rights to claim are yielded;

3) the debt security - the security certifying the right of its owner to obtaining from the issuer of the amount of principal debt in the amount of and in the terms established by release conditions;

4) bonds of local executive bodies - the government securities of the Republic of Kazakhstan issued by local executive bodies of the city of republican value, the capital;

5) index fund - investment fund which assets constitute the financial instruments similar entering the representative list of the certain stock index which is for this investment fund basic;

6) the representative list of index - the list of securities which parameters are used for the purpose of calculation of this or that indicator of stock exchange;

7) Islamic securities - Islamic rent certificates and Islamic participation certificates;

8) the non-financial organization - the organization which is not the financial organization;

9) the official listing of stock exchange (official listing) - the list of stock exchange, for inclusion in which and stay in which, securities and issuers of securities conform to the requirements established by this resolution;

10) the listing company - the legal entity whose securities are included in the official listing;

11) the market maker - the member of stock exchange recognized by stock exchange as the market maker and who assumed liability constantly to announce and support quotations on securities according to internal documents of stock exchange;

12) the sector of the official listing - part of the official listing of stock exchange which includes the issued securities conforming to the established requirements;

13) the initiator of the admission - the issuer or the member of stock exchange at the initiative of whom securities join (are allowed) in the official listing of stock exchange;

14) trading floor - part of software and hardware complex of stock exchange by means of which bargains with separate types of the financial instruments included in the official listing (allowed to the address on the stock exchange) are concluded;

15) restructuring of obligations of the issuer - complex of the administrative, legal, financial, organizational and technical and other actions and procedures realized by the issuer based on the restructuring plan approved according to the procedure, established by the Law of the Republic of Kazakhstan of August 31, 1995 "About banks and banking activity in the Republic of Kazakhstan" or the plan of rehabilitation approved according to the procedure, established by the Law of the Republic of Kazakhstan of January 21, 1997 "About bankruptcy".

1-1. The auditing organizations performing financial records audit of issuers whose securities join (are allowed) in the official listing of special trading floor of regional financial center of the city of Almaty, conform to qualification requirements to the auditing organizations for the admission of financial instruments on special trading floor of regional financial center of the city of Almaty approved by the order of the Chairman of the Agency of the Republic of Kazakhstan on regulation of activities of regional financial center of the city of Almaty of October 20, 2009 No. 04.2-44/172 «About approval of qualification requirements to the auditing organizations for the admission of financial instruments on special trading floor of regional financial center of the city of Almaty» (registered in the Register of state registration of regulatory legal acts at No. 5927).

Requirements of this Item are not applied in one of the following cases:

1) the nonresident issuer of the Republic of Kazakhstan whose securities join (are allowed) in the official listing of special trading floor of regional financial center of the city of Almaty, provides the audit report constituted by one of the international auditing organizations Deloitte Touche Tohmatsu, PricewaterhouseCoopers, Ernst&Young or KPMG registered in the country of the location of this issuer;

2) the securities of the nonresident issuer of the Republic of Kazakhstan included (allowed) in the official listing of special trading floor of regional financial center of the city of Almaty are in free circulation on the foreign stock exchange which is part of World Federation of the exchanges (The World Federation of Exchanges) and also the audit report constituted by one of the auditing organizations recognized by this foreign stock exchange is submitted.

2. Join in the official listing of stock exchange the securities issued according to the legislation of the Republic of Kazakhstan and other states including derivative securities which underlying asset are the non-state securities issued according to the legislation of the Republic of Kazakhstan and other states (are allowed).

The non-state securities issued according to the legislation of foreign states and the securities of international financial institutions included (allowed) in the official listing of stock exchange are allowed to the address in the organized market of securities of the Republic of Kazakhstan.

The official listing of stock exchange consists of the following sectors:

1) shares;

2) debt securities;

3) securities of investment funds;

4) depositary receipts;

5) securities of international financial institutions;

6) government securities;

7) derivative securities;

8) Islamic securities.

Sectors of the official listing of stock exchange are subdivided into separate categories and subcategories.

By internal documents of stock exchange, in addition to the sectors of the official listing specified in this Item, functioning of additional sectors can be provided.

3. The sector of "share" is subdivided into three categories: the first (highest) category, the second (highest) category and third (following the highest) category.

4. For inclusion of shares of the issuer in the sector of "share" on the first (highest) category of the official listing of stock exchange and their stay in it, these securities and their issuer conform to the following requirements:

1) state registration of the issuer is performed at least in three years prior to day of filing of application about inclusion of its securities in the official listing. According to internal documents of stock exchange offsetting of term of existence of the organization (organizations) as a result of which reorganization (which) the issuer was created is made.

If internal documents of stock exchange establish the requirement to existence term less than three years for the organizations which hundred percent of shares belongs to the state, national holding or national managing holding, then the requirements established by subitems 4) and 6) of this Item are applied proceeding from the actual term of existence of data of the organizations;

2) the issuer constitutes the financial reporting according to international accounting standards (International Financial Reporting Standards - IFRS) (further - IFRS) or the accounting standards operating in the United States of America (General Accepted Accounting Principles - GAAP) (further - the SFD of the USA);

3) financial records audit of the issuer is made by one of the auditing organizations entering the list of the auditing organizations recognized by stock exchange;

4) the initiator of the admission provides the financial reporting of the issuer confirmed with the audit report, at least for:

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