RESOLUTION OF BOARD OF NATIONAL BANK OF THE REPUBLIC OF KAZAKHSTAN

of February 24, 2012 No. 69

About approval of Rules of disclosure of insider information in the security market

According to the Law of the Republic of Kazakhstan of December 28, 2011 "About modification and amendments in some legal acts of the Republic of Kazakhstan concerning banking regulation and the financial organizations regarding risk minimization" the Board of National Bank of the Republic of Kazakhstan DECIDES:

1. Approve Rules of disclosure of insider information in the security market.

2. To JSC Kazakhstan stock Exchange and issuers of non-state issued securities till July 1, 2012 to bring the internal documents into accord with this resolution.

3. This resolution becomes effective after ten calendar days after day of its first official publication.

Approved by the Resolution of Board of National Bank of the Republic of Kazakhstan of February 24, 2012 No. 69

Rules of disclosure of insider information in the security market

These rules of disclosure of insider information in the security market (further Governed) are developed according to the Law of the Republic of Kazakhstan of July 2, 2003 "About the security market" (further - the Law) and establish procedure and conditions of disclosure of the information which is concerning activities of the issuer and not being public if this information in connection with consequences for property and financial position of the issuer is capable to exert impact on cost issued (provided) this issuer securities (derivative financial instruments).

Action of Rules extends to the issuers and persons recognized as insiders of these issuers according to article 56-1 of the Law.

1. For the purposes of Rules the following concepts are used:

1) rules of the organizer of the biddings - the internal document of the organizer of the biddings approved by the board of directors of the organizer of the biddings and approved with authorized body, regulating activities of members of the organizer of the biddings in case of transactions with the financial instruments allowed to the address in trade system of stock exchange or system of exchange of quotations of the quoted organization of the over-the-counter market and also the relations arising between the organizer of the biddings and his members (clients);

2) rules of internal control - the internal documents of the issuer developed according to Item 1 of article 56-1 of the Law and approved by governing body of the issuer;

3) the list of insiders - the list of persons specified in subitems 1), 2), the 3) and 4) Item 3 of article 56-1 of the Law having access to insider information of the issuer which conducting is performed by the issuer;

4) the issuer - person performing release of issued securities;

2. Disclosure of insider information is performed according to the procedure and on conditions, the stipulated in Clause 56-1 Law, by Rules and rules of internal control of the issuer.

3. Rules of internal control of the issuer regarding the order and use of insider information are placed the issuer in the state and Russian languages on the issuer's Internet resource (in case of its availability) or Internet resource of the organizer of the biddings (in case of inclusion and finding of securities of the issuer in the list of the organizer of the biddings), or in the place available to review persons recognized as insiders of this issuer and also are provided to these persons on their request.

4. The insider information on the changes in activities of the issuer infringing on interests of holders of its securities, specified in Item 2 of article 102 of the Law is placed on Internet resource of the depositary of the financial reporting determined according to the legislation of the Republic of Kazakhstan on financial accounting and the financial reporting (further - depositary of the financial reporting), and is published in mass media within fifteen calendar days from the date of emergence of such changes.

5. Insider information on corporate events of the issuer - joint-stock company which list is determined by Item 1 of article 79 of the Law of the Republic of Kazakhstan of May 13, 2003 "About joint-stock companies" is placed on Internet resource of depositary of the financial reporting in terms, stipulated in Item 3 articles 79 of the Law of the Republic of Kazakhstan of May 13, 2003 "About joint-stock companies".

6. Disclosure of insider information is performed by means of its placement on the Internet - resource and (or) publications in the periodic printing editions issued with a circulation at least fifteen thousand copies and distributed in all territory of the Republic of Kazakhstan, in the state and Russian languages in open access for all interested persons.

In case of inclusion of securities of the issuer in the list of the organizer of the biddings the issuer and persons included in the list of insiders of this issuer provide disclosure of insider information on the issuer and issued (provided) it securities (derivative financial instruments) which disclosure will influence change of their cost and activities of their issuer, prior to the biddings by these securities (derivative financial instruments) according to the procedure and on the conditions established by rules of the organizer of the biddings.

7. In case of security circulation, the biddings included in the list of the organizer, in trade systems of the stock exchanges functioning in the territory of foreign states, insider information is subject to disclosure by one of the following methods:

1) the messages assuming disclosure of insider information among wide range of persons go at the same time to the address of all stock exchanges which lists include securities of the issuer then take place (extend) in other mass media which list is determined by rules of internal control of the issuer;

2) the messages assuming disclosure of insider information among wide range of persons go to the address of the stock exchange functioning in the territory of the Republic of Kazakhstan then go to the address of the stock exchanges functioning in the territory of foreign states in which lists securities of the issuer are included and are placed (extend) in other mass media which list is determined by rules of internal control of the issuer.

8. The list of the mass media used for disclosure of insider information is established by rules of internal control of the issuer and contains data about (about):

1) name of mass media;

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