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RESOLUTION OF BOARD OF NATIONAL BANK OF THE REPUBLIC OF KAZAKHSTAN

of March 27, 2017 No. 54

About approval of 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 and modification of some regulatory legal acts of the Republic of Kazakhstan concerning regulation of the security market

(as amended on 12-02-2021)

According to the laws of the Republic of Kazakhstan of July 2, 2003 "About the security market", of March 19, 2010 "About the state statistics" the Board of National Bank of the Republic of Kazakhstan DECIDES:

1. Approve:

1) 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 appendix 1 to this resolution;

2) the List of regulatory legal acts of the Republic of Kazakhstan concerning regulation of the security market to which changes, according to appendix 2 to this resolution are made.

2. Recognize invalid regulatory legal acts of the Republic of Kazakhstan, and also structural element of regulatory legal act of the Republic of Kazakhstan according to the list according to appendix 3 to this resolution.

3. To department of methodology of the financial market (Abdrakhmanov N. A.) 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 the direction it the copy in paper and electronic type 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. 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 Smolyakov O. A.

6. This resolution becomes effective since June 1, 2017 and is subject to official publication.

Chairman of National Bank

D. Akishev

It is approved

Chairman of Committee according to the statistics Ministries of national economy of the Republic of Kazakhstan

April 28, 2017

 

_________________ N. Aydapkelov

Appendix 1

to the Resolution of Board of National Bank of the Republic of Kazakhstan of March 27, 2017 No. 54

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

1. These 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 (further - Requirements) are developed according to the Law of the Republic of Kazakhstan of July 2, 2003 "About the security market" (further - the Law) and determine 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.

2. For the purposes of Requirements the following concepts are used:

1) the sector of the platform - part of the platform of the official listing of stock exchange in which are included (in which are allowed to the address) the issued securities conforming to Requirements and (or) internal documents of stock exchange;

2) 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;

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

4) Islamic securities - the Islamic rent certificates, Islamic participation certificates and other securities recognized by Islamic securities according to the legislation of the Republic of Kazakhstan;

5) the official listing of stock exchange - part of the list of stock exchange, for inclusion in which and stay in which securities and issuers of securities conform to Requirements;

6) the list of stock exchange - the list of the financial instruments permitted to the address in trade system of stock exchange constituted according to internal documents of stock exchange;

7) the listing company - the legal entity whose securities are included in the official listing of stock exchange (are allowed to the address in the official listing of stock exchange);

8) the platform of the official listing - the part of the official listing of stock exchange consisting of sectors;

9) 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;

10) 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;

11) 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 March 7, 2014 "About rehabilitation and bankruptcy".

3. The securities issued according to the legislation of others, in addition to the Republic of Kazakhstan, the states, included in the list (allowed to the address in the list) stock exchange are allowed to the address in the organized market of securities of the Republic of Kazakhstan.

Financial instruments which cost depends on the cost (change in value) of the sizes created and considered in the decentralized information system using the means of cryptography and (or) computer calculations which are not according to the civil legislation of the Republic of Kazakhstan financial instruments or financial assets, and not containing right to claim against someone are not allowed to the address in the organized market of securities of the Republic of Kazakhstan.

4. The list of stock exchange consists of the official listing of stock exchange, the sector "Not listing securities", and also the certain platforms, sectors, categories and subcategories provided by internal documents of stock exchange.

5. 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).

6. The official listing of stock exchange consists of the following isolated platforms:

1) "Main";

2) "Alternative";

3) "Mixed";

4) other platforms which creation and functioning is performed according to internal documents of stock exchange.

7. Platforms of the official listing of stock exchange are subdivided into certain sectors.

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

Criteria (conditions) of distribution of securities in the relevant sectors of the Main and Alternative platforms are established by internal documents of stock exchange.

8. The Main platform consists of the following sectors:

1) shares;

2) debt securities;

3) bank deposit certificates;

4) other sectors which creation and functioning are performed according to internal documents of stock exchange.

9. The sector of "share" of the Main platform is subdivided into two categories: category "premium" and category "standard".

The category "premium" intends for issuers whose number of shares in free circulation makes at least 10 (ten) percent from total quantity placed (except for redeemed by the issuer, encumbered and (or) blocked) of shares.

10. For inclusion of shares of the issuer in the sector of "share" of the Main platform and their stay in it these securities and their issuer conform to the following requirements:

1) 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);

2) financial records audit of the issuer constituted according to requirements of the subitem 1) of this Item is made by one of the auditing organizations entering the list of the auditing organizations recognized by stock exchange;

3) concerning joint-stock companies - residents of the Republic of Kazakhstan - availability of the code of corporate governance approved by general meeting of shareholders of the issuer.

Concerning nonresidents of the Republic of Kazakhstan - availability of the code of corporate governance or other document, similar on the content, approved according to the procedure, stipulated by the legislation the issuer's countries of incorporation as the legal entity if its availability is stipulated by the legislation the issuer's countries of incorporation as the legal entity;

4) constituent documents of the issuer and (or) the prospectus of issue of securities, including depositary receipts, do not contain regulations which violate or limit the rights of owners of securities to their alienation (transfer);

5) to other requirements imposed to issuers whose shares are assumed to inclusion or are included in this sector, and also to such shares which are established by internal documents of stock exchange.

11. The sector "debt securities" of the Main platform is subdivided into three categories:

1) bonds;

2) commercial bonds;

3) buffer category.

Debt securities, except for bonds with circulation period belong no more than 12 (twelve) months to bonds.

Bonds with circulation period belong no more than 12 (twelve) months to commercial bonds.

12. For inclusion of debt securities in the sector "debt securities" of the Main platform and their stay in it, including the securitized and infrastructure bonds, these debt securities and their issuer conform to the following requirements:

1) the issuer constitutes the financial reporting according to IFRS or the SFD of the USA;

2) financial records audit of the issuer constituted according to requirements of the subitem 1) of this Item is made by one of the auditing organizations entering the list of the auditing organizations recognized by stock exchange;

3) the initiator of the admission represents the financial reporting of the issuer confirmed with the audit report or the report of the auditor on the overview of interim financial information (complete set of interim financial statements of the issuer) for the periods established by internal documents of stock exchange;

4) concerning joint-stock companies - residents of the Republic of Kazakhstan - availability of the code of corporate governance approved by general meeting of shareholders (participants) of the issuer.

Concerning nonresidents of the Republic of Kazakhstan - availability of the code of corporate governance or other document, similar on the content, approved according to the procedure, stipulated by the legislation the issuer's countries of incorporation as the legal entity if its availability is stipulated by the legislation the issuer's countries of incorporation as the legal entity;

5) constituent documents of the issuer and (or) the prospectus of issue of securities do not contain regulations which violate or limit the rights of owners of securities to their alienation (transfer);

6) to other requirements imposed to issuers whose debt securities are assumed to inclusion or are included in this sector, and also to such debt securities which are established by internal documents of stock exchange.

13. For inclusion of securities in the sector "bank deposit certificates" of the Main platform and their stay in it these securities and their issuer conform to requirements, the established internal documents of stock exchange.

14. The Alternative platform consists of the following sectors:

1) shares;

2) debt securities;

3) other sectors which creation and functioning is performed according to internal documents of stock exchange.

15. The sector "debt securities" of the Alternative platform is subdivided into three categories:

1) bonds;

2) commercial bonds;

3) buffer category.

Debt securities, except for bonds with circulation period belong no more than 12 (twelve) months to bonds.

Bonds with circulation period belong no more than 12 (twelve) months to commercial bonds.

16. The translation of debt securities of the issuer in category "buffer category" of the sector "debt securities" of the Main and Alternative platforms of the official listing of stock exchange is performed on the following bases:

1) the issuer's default on payment of remuneration for the obligations (except for remunerations for the last coupon period if this release of debt securities is the single release of debt securities of this issuer in the official listing of stock exchange);

2) acceptance by the board of directors of the issuer (the supervisory board of the issuer created in other in addition to joint-stock company, form of business) decisions on restructuring of obligations of the issuer.

17. The stock exchange within 3 (three) working days from the date of emergence of the bases for the translation of debt securities of the issuer "debt securities" of the Main and Alternative platforms of the official listing of stock exchange sends to category "buffer category" of the sector to the issuer (the initiator of the admission) the notification on availability of such bases.

18. In case of the basis for the translation of securities of the issuer in category "buffer category" of the sector "debt securities" of the respective platform of the official listing of stock exchange provided in the subitem 1) of Item 16 of Requirements, the issuer (the initiator of the admission) notifies stock exchange on non-execution of the obligations according to debt securities established by the prospectus of issue of securities not later than 3 (three) working days before the completion date of obligations established by the prospectus of issue of securities.

19. The issuer (the initiator of the admission) no later than 3 (three) working days from decision date about restructuring of obligations notifies by the board of directors of the issuer (the supervisory board of the issuer created in other in addition to joint-stock company, form of business) stock exchange on this fact.

20. The issuer (the initiator of the admission) within 20 (twenty) working days from the date of receipt of the written notice of stock exchange or emergence of the bases for the translation of the issuer and its securities in category "buffer category" of the sector "debt securities" of the respective platform of the official listing of stock exchange provided in Item 16 of Requirements sends to the address of stock exchange the actions plan approved by the board of directors of the issuer (the supervisory board of the issuer created in other in addition to joint-stock company, form of business), on elimination of the bases for the translation of securities of the issuer in category "buffer category" of the sector "debt securities" of the respective platform of the official listing of stock exchange, stipulated in Item 16 Requirements (further - the actions plan).

The stock exchange in day of receipt of the actions plan places it on the Internet resource.

The actions plan contains:

short characteristic of activities of the issuer;

basic reasons of emergence of the bases for the translation of securities of the issuer in category "buffer category" of the sector "debt securities" of the respective platform of the official listing of stock exchange;

the main actions assumed to accomplishment by the issuer, directed to improvement of financial position;

terms of accomplishment of each of the actions provided by the actions plan;

forecast of the main financial performance of the issuer;

the list of persons, actionees of the actions provided by the actions plan.

Additional requirements concerning the actions plan of the issuer are established by internal documents of stock exchange.

The requirements established in this Item do not extend to the banks of the second level which are in process of restructuring.

21. The translation of securities of bank of the second level which is in process of restructuring in category "buffer category" of the sector "debt securities" of the respective platform of the official listing of stock exchange is made based on the application of bank of the second level signed by the head of executive body or person who fulfills duties of the head of executive body of bank of the second level, in case of approval of this transfer of stock exchange by body which competence includes consideration of questions of listing, delisting or change of category of the list of securities (further - the listing commission).

22. The stock exchange within 15 (fifteen) working days following the date of receipt of the actions plan considers the actions plan and makes the decision on its acceptance or variation.

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