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The document ceased to be valid since July 19, 2016 according to Item 2 of the Resolution of Board of National Bank of the Republic of Kazakhstan of April 29, 2016 No. 115

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 July 30, 2005 No. 269

About approval of Rules of state registration of release of non-state bonds and considerations of reports on results of placement and bond redemption, bond issue cancellation

(as amended on 19-12-2015)

For the purpose of enhancement of procedure for state registration of release of non-state bonds and consideration of reports on results of placement and bond redemption, 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. Approve the enclosed Rules of state registration of release of non-state bonds and consideration of reports on results of placement and bond redemption, cancellation of bond issue according to appendix 1 to this resolution.

2. From the date of enforcement of this resolution to recognize invalid the regulatory legal acts specified in appendix 2 to this resolution.

3. This resolution becomes effective after fourteen days from the date of state registration in the Ministry of Justice of the Republic of Kazakhstan.

4. To department of supervision of subjects of the security market and accumulation pension funds (Tokobayev N. T.):

1) together with Legal department (Baysynov M. B.) to take measures to state registration in the Ministry of Justice of the Republic of Kazakhstan of this resolution;

2) in ten-day time from the date of state registration in the Ministry of Justice of the Republic of Kazakhstan to bring this resolution to the attention of the interested divisions of the Agency, Consolidation of legal entities in the form of Association of Financiers of Kazakhstan association, Consolidation of legal entities in the form of Kazakhstan Association of Registry Holders association.

5. To department of the international relations and public relations of the Agency (Pernebayev T. Sh.) provide the publication of this resolution in mass media of the Republic of Kazakhstan.

6. To impose control of execution of this resolution on the vice-chairman of the Agency Bakhmutova E. L.

Chairman

B. Zhamishev

Appendix 1

to 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 July 30, 2005 No. 269

Rules of state registration of release of non-state bonds and consideration of reports on results of placement and bond redemption, bond issue cancellation

These rules of state registration of release of non-state bonds and consideration of reports on results of placement and bond redemption, bond issue cancellation (further - Rules) are developed according to the laws of the Republic of Kazakhstan of July 2, 2003 "About the security market" (further - the Law), of July 4, 2003 "About state regulation, control and supervision of the financial market and the financial organizations", of February 20, 2006 "About project financing and securitization" and determine conditions and procedure for state registration of release of non-state bonds (further - bonds), considerations and approvals of reports on results of placement and bond redemption, and also bond issue cancellation.

1. State registration of bond issue (the bonded program) and bond issue within the bonded program

1. For state registration of bond issue (the bonded program) the issuer represents to National Bank of the Republic of Kazakhstan (further - authorized body) documents, stipulated in Item 1 article 12 of the Law.

For state registration of release of agency bonds the issuer, in addition to the documents specified in Item 1 of article 12 of the Law represents the copy of the document confirming it powers on realization of the state investment policy in certain spheres of economy as the financial agency according to the Budget code of the Republic of Kazakhstan of December 4, 2008.

For state registration of bond issue, converted into common shares, in the decision of general shareholder meeting the type, the number of convertible securities, share placing price into which bonds, and also information that the bond redeemed as a result of converting is not subject to repeated placement are converted is specified.

The prospectus of bond issue (the bonded program) is constituted in duplicate on paper (in the state and Russian languages) in form according to appendix 1 to these rules and on the electronic medium in the state and Russian languages (without the financial reporting of society) in the Acrobat Reader format. Each of two copies contains the prospectus of bond issue (the bonded program) in the state and Russian languages.

Integral part of the prospectus of bond issue or the bonded program are:

copies of the annual financial reporting of the issuer in two last financial years confirmed with audit reports and also copies of audit reports and accounting policy of the issuer. In case of availability (affiliated) the copy of the consolidated financial statements confirmed with the audit report is submitted to the organization (organizations) affiliated. In case of absence (affiliated) the copy of the separate financial statements confirmed with the audit report is submitted to the organization (organizations) affiliated. Requirements of this paragraph do not extend to the avenue of bond issue or the bonded program of newly created issuers;

copies 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 or the bonded program. In case of availability (affiliated) the copy of consolidated financial statements is submitted to the organization (organizations) affiliated. In case of absence (affiliated) the copy of separate financial statements is submitted to the organization (organizations) affiliated. In case of submission of documents for state registration of bond issue or the bonded program to the 25th following the last quarter before submission of documents the copy of consolidated financial statements (in case of absence affiliated (affiliated) the organizations (organizations) of separate financial statements) the issuer as of the end of penultimate quarter is submitted;

copies of the agreements signed with the representative of bondholders (except for the prospectus of the bonded program);

copies of the agreements signed with the organizations rendering consulting services in questions of inclusion and finding of issued securities in the official listing of stock exchange for the issuers planning placement of bonds in the organized market if the conclusion of the contract with such organizations is provided by requirements of the Law (except for the prospectus of the bonded program);

procedure for income distribution of the issuer between his participants for the issuers created in form of business of limited liability partnership.

Integral part of the prospectus of bond issue within the bonded program are:

copies of the agreements signed with the representative of bondholders;

copies of the agreements signed with the organizations rendering consulting services in questions of inclusion and finding of issued securities in the official listing of stock exchange for the issuers planning placement of bonds in the organized market if the conclusion of the contract with such organizations is provided by requirements of the Law;

copies 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 within the bonded program. In case of availability (affiliated) the copy of consolidated financial statements is submitted to the organization (organizations) affiliated. In case of absence (affiliated) the copy of separate financial statements is submitted to the organization (organizations) affiliated. In case of submission of documents for state registration of bond issue within the bonded program to the 25th following the last quarter before submission of documents the copy of consolidated financial statements (in case of absence affiliated (affiliated) the organizations (organizations) of separate financial statements) the issuer as of the end of penultimate quarter is submitted.

Integral parts of the prospectus of release of infrastructure bonds, in addition to the above-stated documents, are copies of the concession treaty and the guarantee agreement.

Integral part of the prospectus of bond issue of special finance company are the audit report of originator for the last year, the contract of assignment of rights to claim according to this transaction of securitization signed between originator and special finance company.

Data are provided in the prospectus of bond issue or the prospectus of the bonded program for date of the last day of the month preceding date of delivery of documents in authorized body, except for information on financial condition of the issuer (specified in Chapter 5 of appendices 1 and 2 to these rules) which is specified according to the financial reporting which is integral part of the prospectus of bond issue or the prospectus of the bonded program.

In case of lack of the audited financial reporting for complete financial year during the period from January 1 to June 1 the current year society represents to authorized body the audited financial reporting in two years preceding the last complete year (the audited financial reporting for complete financial year is submitted society within a month from approval date of the audited annual financial reporting general shareholder meeting).

Requirements of this Item do not extend to bond issue (the bonded program) of the organization specializing in improvement of quality of credit portfolios of banks of the second level which hundred percent of voting shares the National Bank of the Republic of Kazakhstan holds (further - the organization specializing in improvement of quality of credit portfolios of banks of the second level).

If the decision of the issuer based on which bond issue (the bonded program) is performed is provided in the form of the statement from meeting of body of the issuer, in this statement the following data are specified:

full name and location of executive body of the issuer;

date, time and the venue of meeting (in case of internal meeting);

information about the persons participating in meeting (making the decision by correspondence voting);

quorum of meeting;

questions of the agenda of meeting on which decisions led to bond issue (the bonded program);

results of vote on each question of the agenda of meeting put to the vote based on which bond issue (the bonded program) is performed;

the decision made on question based on which bond issue (the bonded program) is performed.

The statement from the decision of the supreme body of the issuer is certified by the signature of the secretary of meeting (the corporate secretary) and impress of a seal of the issuer. The statement from the decision of meeting of governing body of the issuer is certified by the signature of the secretary of governing body (the corporate secretary) and impress of a seal of the issuer. The statement from the decision of executive body of the issuer is certified by the signature of the first head of the issuer (or persons, it replacing) and impress of a seal of the issuer.

1-1. The size of leverage of the issuer (except for, the organizations performing separate types of banking activities) for state registration of bond issue (the bonded program) does not exceed banks of the second level (further - bank) 2 (according to data of the last financial reporting represented for state registration of bond issue).

Leverage size for state registration of bonds (the bonded program) of the international financial institution having rating assessment not below "AA" on the international scale of the Standard & Poor agency "s or the rating of similar level on the international scale of the Moody agencies" s Investors Service, Fitch does not exceed the size determined in internal documents of international financial institution.

Leverage size for state registration of bonds (the bonded program) of the organization specializing in improvement of quality of credit portfolios of banks of the second level does not exceed 5 (according to data of the last financial reporting represented for state registration of bond issue).

Leverage size for state registration of bonds (the bonded program) of Development Bank of Kazakhstan joint-stock company does not exceed 7 (according to data of the last financial reporting represented for state registration of bond issue).

1-2. State registration of release of agency bonds is performed in case of observance by the issuer of the following conditions:

1) absence for date of submission to authorized body of documents for state registration of bond issue of cases of untimely execution or non-execution of the conditions of issue of securities (except for shares) which are in circulation (including obligations on payment of remuneration or the securities redemption);

2) absence for date of submission to authorized body of documents for state registration of bond issue of cases of delisting of the securities (except for shares) which are in circulation;

3) following the results of the last quarter preceding submission to authorized body of documents for state registration of bond issue, the size of leverage of the issuer does not exceed 2.

The requirement of the subitem 3) of this Item does not extend to Development Bank of Kazakhstan joint-stock company.

1-3.  No. 77 is excluded according to the Resolution of Board of National Bank of the Republic of Kazakhstan of 24.02.2012

1-4.  No. 77 is excluded according to the Resolution of Board of National Bank of the Republic of Kazakhstan of 24.02.2012

1-5. In case of reorganization of the issuer by transformation, the prospectus of bond issue (the bonded program) contains data for the period up to two years before registration date of again resulted transformation of the legal entity, with appendix of the financial reporting of the legal entity which legal successor is the issuer.

2. For state registration of bond issue within the bonded program registered by authorized body according to requirements of these rules, the issuer represents:

1) the statement constituted in any form;

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