RESOLUTION OF BOARD OF NATIONAL BANK OF THE REPUBLIC OF KAZAKHSTAN

of April 29, 2016 No. 115

About approval of Rules of state registration of release of non-state bonds (the bonded program), considerations of reports on results of placement and repayment of non-state bonds, and also cancellations of bond issue, Rules of creation and execution of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program), structures of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program), Requirements to creation and report layout about results of placement of non-state bonds and the report on results of repayment of non-state bonds

According to the laws of the Republic of Kazakhstan of July 2, 2003 "About the security market", of July 4, 2003 "About state regulation, control and supervision of the financial market and the financial organizations" the Board of National Bank of the Republic of Kazakhstan DECIDES:

1. Approve:

1) Rules of state registration of release of non-state bonds (the bonded program), considerations of reports on results of placement and repayment of non-state bonds, and also cancellations of bond issue according to appendix 1 to this resolution;

2) Rules of creation and execution of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program), structure of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program) according to appendix 2 to this resolution;

3) Requirements to creation and report layout about results of placement of non-state bonds and the report on results of repayment of non-state bonds according to appendix 3 to this resolution.

2. Recognize invalid regulatory legal acts of the Republic of Kazakhstan, and also structural elements of some regulatory legal acts of the Republic of Kazakhstan according to the list according to appendix 4 to this resolution.

3. To department of the security market (Hadzhiyeva M. Zh.) 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) the direction of this resolution in 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":

on official publication in information system of law of Ad_let within ten calendar days after its state registration in the Ministry of Justice of the Republic of Kazakhstan;

for inclusion in the State register of regulatory legal acts of the Republic of Kazakhstan, Reference control bank of regulatory legal acts of the Republic of Kazakhstan within five working days from the date of its obtaining by National Bank of the Republic of Kazakhstan after 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 management on consumer protection of financial services and external communications (Teretyev A. L.) 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 of the Republic of Kazakhstan Smolyakov O. A.

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

Appendix 1

to the Resolution of Board of National Bank of the Republic of Kazakhstan of April 29, 2016 No. 115

Rules of state registration of release of non-state bonds (bonded program), considerations of reports on results of placement and repayment of non-state bonds, and also bond issue cancellations

Chapter 1. General provisions

1. These rules of state registration of release of non-state bonds (the bonded program), considerations of reports on results of placement and repayment of non-state bonds, and also bond issue cancellations (further - Rules) are developed according to the laws of the Republic of Kazakhstan of July 2, 2003 "About the security market" (further – the Law on the security market), of July 4, 2003 "About state regulation, control and supervision of the financial market and the financial organizations".

2. Rules determine conditions and procedure for state registration of release of non-state bonds (further - bonds) (the bonded program), considerations of reports on results of placement and bond redemption, and also bond issue cancellation.

Chapter 2. Procedure for state registration of bond issue (bonded program)

3. For state registration of bond issue (the bonded program) the issuer represents to authorized body on regulation, control and supervision of the financial market and the financial organizations (further – authorized body) the following documents:

1) the statement constituted in any form with consent to use of the data which are the secret protected by the law, containing in information systems;

2) the copy of the decision of body of the issuer on bond issue containing:

concerning bond issue – data on procedure for release, placement, the address and bond redemption, use of the means received by the issuer as a result of placement of bonds, release amount, quantity and type of bonds, nominal value of bonds, the rights of bondholders;

concerning the bonded program – data on amount of release of the bonded program;

3) the prospectus of bond issue (the prospectus of the bonded program) constituted and which is drawn up according to Structure of the prospectus of bond issue (the prospectus of the bonded program) according to appendix 1 to Rules of creation and execution of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program), structure of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program), the approved this resolution;

4) copy of the charter of the issuer;

5) the documents confirming availability of ensuring obligation fulfillment of the issuer in case of release of the infrastructure bonds and bonds provided with guarantee of bank of the second level. For infrastructure bonds such documents are copies of the agreement of concession and the guarantee agreement concluded between the state and the issuer;

6) the conclusion of stock exchange about compliance of the issuer and the bonds issued by it to requirements to inclusion and finding of bonds of the issuer in the official listing of stock exchange, and also the recommendation of the listing commission of stock exchange about inclusion in the prospectus of issue of securities of the issuer of the additional restrictions necessary for ensuring protection of the rights and interests of investors if the prospectus of bond issue of the issuer provides the circulation of these bonds in trade system of stock exchange (this requirement is not applied to the prospectus of the bonded program);

7) the copy of the protocol (minutes abstract) of general shareholder meeting (participants) of the issuer and the copy of the page of mass media in which the message on convocation of general shareholder meeting (participants) of the issuer on which the decision on bond issue was made is published if according to the legislation of the Republic of Kazakhstan bond issue is performed in the presence of the provisional solution of general shareholder meeting (participants) of the issuer.

Requirements of this Item of Rules are not applied to state registration of bond issue with circulation period no more than 12 (twelve) months, bond issue within the bonded program, bond issue (the bonded program) of nonresident issuers of the Republic of Kazakhstan, bond issue (the bonded program) of the international financial institutions specified in the List of international financial institutions according to appendix 1 to Rules (further - international financial institutions).

4. For state registration of bond issue within the bonded program the issuer submits the following documents to authorized body:

1) the statement constituted in any form with consent to use of the data which are the secret protected by the law, containing in information systems;

2) the copy of the decision of body of the issuer on bond issue containing data on procedure for release, placement, the address and bond redemption, use of the means received by the issuer as a result of placement of bonds, release amount, quantity and type of bonds, nominal value of bonds, the rights of bondholders;

3) the prospectus of bond issue within the bonded program constituted and which is drawn up according to Structure of the prospectus of bond issue within the bonded program according to appendix 2 to Rules of creation and execution of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program), structure of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program), the approved this resolution;

4) the conclusion of stock exchange about compliance of the issuer and the bonds issued by it within the bonded program to requirements to inclusion and finding of bonds of the issuer in the official listing of stock exchange, and also the recommendation of the listing commission of stock exchange about inclusion in the prospectus of issue of securities of the issuer of the additional restrictions necessary for ensuring protection of the rights and interests of investors if the prospectus of bond issue within the bonded program of the issuer provides the circulation of these bonds in trade system of stock exchange;

5) the copy of the protocol (minutes abstract) of general shareholder meeting (participants) of the issuer and the copy of the page of mass media in which the message on convocation of general shareholder meeting (participants) of the issuer on which the decision on bond issue within the bonded program was made is published if according to the legislation of the Republic of Kazakhstan this bond issue is performed in the presence of the provisional solution of general shareholder meeting (participants) of the issuer.

5.  No. 141 is excluded according to the Resolution of Board of National Bank of the Republic of Kazakhstan of 29.06.2018

6. For state registration of bond issue (the bonded program) the nonresident issuer of the Republic of Kazakhstan submits the following documents to authorized body:

1) the statement constituted in any form;

2) the copy of the decision of body of the nonresident issuer of the Republic of Kazakhstan on bond issue with appendix of transfer into the Kazakh and Russian languages which fidelity is certified by the notary, containing:

concerning bond issue – data on procedure for release, placement, the address and bond redemption, use of the means received by the issuer as a result of placement of bonds, release amount, quantity and type of bonds, nominal value of bonds, the rights of bondholders;

concerning the bonded program – data on amount of release of the bonded program;

3) the prospectus of bond issue (the prospectus of the bonded program) of the nonresident issuer of the Republic of Kazakhstan constituted and which is drawn up according to Structure of the prospectus of bond issue (the prospectus of the bonded program) of the nonresident issuer of the Republic of Kazakhstan according to appendix 3 to Rules of creation and execution of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program), structure of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program), the approved this resolution;

4) the copy of the document confirming registration of the issuer - the nonresident of the Republic of Kazakhstan as the legal entity according to the legislation of the state of the location of the issuer - the nonresident of the Republic of Kazakhstan, with appendix of transfer into the Kazakh and Russian languages which fidelity is certified by the notary;

5) copies of constituent documents of the nonresident issuer of the Republic of Kazakhstan with appendix of transfer into the Kazakh and Russian languages which fidelity is certified by the notary;

6) the documents confirming availability of ensuring obligation fulfillment of the nonresident issuer of the Republic of Kazakhstan in case of release of secured bonds;

7) the conclusion of stock exchange about compliance of the nonresident issuer of the Republic of Kazakhstan and the bonds issued by it to requirements to inclusion and finding of bonds of the nonresident issuer of the Republic of Kazakhstan in the official listing of stock exchange, and also the recommendation of the listing commission of stock exchange about inclusion in the prospectus of issue of securities of the nonresident issuer of the Republic of Kazakhstan of the additional restrictions necessary for ensuring protection of the rights and interests of investors if the prospectus of bond issue of the nonresident issuer of the Republic of Kazakhstan provides the circulation of these bonds in trade system of stock exchange (this requirement is not applied to the prospectus of the bonded program);

8) the letter of authorized body on regulation, control and supervision of the financial market of foreign state (further – authorized body of the nonresident) about observance by the issuer – the nonresident of the Republic of Kazakhstan of prudential standard rates and the set authorized body of the nonresident of other regulations and limits during the period in 3 (three) months prior to date of filing of application on state registration of bond issue (the bonded program) (if the nonresident issuer of the Republic of Kazakhstan is the financial organization).

7. For state registration of bond issue within the bonded program the nonresident issuer of the Republic of Kazakhstan submits to authorized body the documents specified in the subitem 3) of Item 4, subitems 1), 2), 6), 7) and 8) of Item 6 of Rules.

8. For state registration of bond issue (the bonded program, bond issue within the bonded program) international financial institutions submit the following documents to authorized body:

1) the statement constituted in any form;

2) the copy of the decision of body of the issuer on bond issue with appendix of transfer into the Kazakh and Russian languages which fidelity is certified by the notary, containing:

concerning bond issue, bond issue within the bonded program – data on procedure for release, placement, the address and bond redemption, use of the means received by the issuer as a result of placement of bonds, release amount, quantity and type of bonds, nominal value of bonds, the rights of bondholders;

concerning the bonded program – data on amount of release of the bonded program;

3) the prospectus of bond issue (the prospectus of the bonded program, the prospectus of bond issue within the bonded program) constituted and which is drawn up according to Rules of creation and execution of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program), structure of the prospectus of release of non-state bonds (the prospectus of the bonded program, the prospectus of bond issue within the bonded program), approved by this resolution.

9. For state registration of bond issue with circulation period no more than 12 (twelve) months the issuer submits the following documents to authorized body:

1) request for state registration and assignment of national identification number to bond issue with circulation period no more than 12 (twelve) months in form according to appendix 2 to Rules;

2) the conclusion of stock exchange about compliance of the issuer and the bonds issued by it to requirements to inclusion and finding of bonds of the issuer in the official listing of stock exchange.

10. In case of carrying out the second level of restructuring by bank according to the judgment about carrying out restructuring for state registration of bond issue (the bonded program) the issuer in addition to the documents specified in Item 3 of Rules submits the following documents to authorized body:

1) the copy of the judgment about carrying out restructuring of bank of the second level with application of a copy of the restructuring plan approved by court;

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