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RESOLUTION OF BOARD OF NATIONAL BANK OF THE REPUBLIC OF KAZAKHSTAN

of December 19, 2015 No. 249

About approval of Requirements to organizational structure of the organizer of the biddings and to structure of the listing commission of stock exchange, and also Rules of implementation of activities of structural division of the organizer of the biddings performing activities for supervision of the made transactions in trade system of stock exchange

(as amended on 21-09-2020)

According to the Law of the Republic of Kazakhstan of July 2, 2003 "About the security market" the Board of National Bank of the Republic of Kazakhstan DECIDES:

1. Approve:

1) Requirements to organizational structure of the organizer of the biddings and structure of the listing commission of stock exchange according to appendix 1 to this resolution;

2) Rules of implementation of activities of structural division of the organizer of the biddings performing activities for supervision of the made transactions in trade system of stock exchange according to appendix 2 to this resolution.

2. Recognize invalid regulatory legal acts of the Republic of Kazakhstan according to appendix 3 to this resolution.

3. To department of supervision of subjects of the security market (Hadzhiyeva M. Zh.) in the procedure established by the legislation to provide:

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

2) the direction of this resolution on official publication in information system of law of Ad_let of the republican state company on the right of economic maintaining "The republican center of legal information of the Ministry of Justice of the Republic of Kazakhstan" within ten calendar days after its state registration in the Ministry of Justice 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. To department of the international relations and public relations (Kazybayev A. K.) provide the direction of this resolution on official publication in periodic printing editions within ten calendar days after its state registration in the Ministry of Justice of the Republic of Kazakhstan.

5. To impose control of execution of this resolution on the vice-chairman of National Bank Smolyakov O. A.

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

Chairman of National Bank

D. Akishev

Appendix 1

to the Resolution of Board of National Bank of the Republic of Kazakhstan of December 19, 2015 No. 249

Requirements to organizational structure of the organizer of the biddings and structure of the listing commission of stock exchange

1. These Requirements to organizational structure of the organizer of the biddings and structure of the listing commission of stock exchange (further - Requirements) are developed according to the Law of the Republic of Kazakhstan of July 2, 2003 "About the security market".

2. Bodies of the organizer of the biddings are:

1) the supreme body - general shareholder meeting;

2) governing body - the board of directors;

3) executive body - board.

3. For decision making concerning listing, delisting or change of category of the list of securities the body of stock exchange which competence includes consideration of the matters and adoption of decisions on them (further - the listing commission) is created.

4. The listing commission consists of the odd number of members. The number of members of the listing commission constitutes at least five people.

5. The representative of authorized body on regulation, control and supervision of the financial market and the financial organizations is part of the listing commission (further - authorized body).

The structure of the listing commission is created of number:

board members of stock exchange;

board members of stock exchange;

representatives of OYuL "Association of the Financial Organizations of Kazakhstan".

In case of systematic absence at meetings of the listing commission of one of members of the listing commission (three and more times during twelve consecutive calendar months), the board of directors of stock exchange makes the decision on its re-election.

6. The structure of the listing commission affirms the solution of the board of directors of stock exchange.

7. The chairman of the listing commission is elected by the board of directors from among members of the listing commission, except for those which are board members of stock exchange and representatives of authorized body.

8. Meetings of the listing commission are held as required on condition of participation in meeting at least two third from total quantity members of the listing commission, including the representative of authorized body.

Representatives of the issuer of the security and the organization providing to the issuer according to the signed agreement consulting services in question of inclusion of its securities in the official listing of stock exchange if necessary are invited to meeting of the listing commission (further - the financial consultant).

9. The decision of the listing commission is made if at least two thirds of total quantity of members of the listing commission voted for its acceptance.

10. The procedure for activities of the listing commission is determined by internal documents of stock exchange.

11. The stock exchange creates committee of the board of directors of stock exchange concerning audit of issuers (further - committee on audit of issuers) which functions are:

1) consideration of audit reports according to the financial reporting of issuers (reports of auditing organizations on the overview of interim financial statements of issuers) whose securities are assumed to inclusion or are included in the official listing of stock exchange, and preparation of the relevant information on results of consideration of the specified reports on request of the divisions of stock exchange specified in subitems 1) and 2) of Item 21 of Requirements;

2) forming of the list of the auditing organizations recognized by stock exchange for inclusion and finding of issuers and their securities in the official listing of stock exchange;

3) the functions established by internal documents of stock exchange.

12. Are part of committee on audit of issuers:

1) representative of authorized body;

2) board member of stock exchange;

3) the head of the structural unit of stock exchange whose main function is listing of securities;

4) the head of the structural unit of stock exchange whose main function is monitoring of further compliance of securities to listing requirements;

5) board members of stock exchange.

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