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 to the address on the stock exchange and also to separate categories of the official listing of stock exchange and modification of some regulatory legal acts of the Republic of Kazakhstan concerning regulation of the security market

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 to the address on the stock exchange and also to separate categories of the official listing 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.

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 to the address on the stock exchange and also to separate categories of the official listing of stock exchange

1. These Requirements to the issuers and their securities allowed to the address on the stock exchange and also to separate categories of the official listing of stock exchange (further - Requirements) are developed according to Item 1 of article 89 of the Law of the Republic of Kazakhstan "About the security market" (further - the Law) and determine requirements to the issuers and their securities 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 on the terms of release of these securities;

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, the stock exchange or the member of stock exchange at the initiative of which 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 "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 "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 (will constitute after placement) at least 10 (ten) percent from total quantity placed (except for redeemed by the issuer, encumbered and (or) blocked) of shares.

The requirement established in part one of this Item does not extend to issuers who have total market value of the common shares which are in free circulation constitutes (will constitute after placement) at least 100 (hundred) billion tenges and/or the number of the shares which are in free circulation makes (will constitute after placement) at least 5 (five) million pieces.

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;

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