10.05.2020

On approval of the Rules for state registration of the issue of non-government bonds (bond program), registration of changes and (or) additions to the prospectus for the issue of non-government bonds (prospectus of the bond program), a private memorandum,

      Unofficial translation

      Footnote. The heading - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market No. 16 dated February 9, 2021 (shall come into effect ten calendar days after the day of its first official publication).

      In compliance to the Law of the Republic of Kazakhstan "On Securities Market" dated July 2, 2003, the Board of the National Bank of the Republic of Kazakhstan hereby RESOLVES:

      1. To approve:

      1) Rules for state registration of the issue of non-government bonds (bond program), registration of changes and (or) additions to the prospectus for the issue of non-government bonds (prospectus of the bond program), a private memorandum, submission and consideration of notification of the results of the redemption of non-government bonds, cancellation of the issue of non-government bonds in accordance with the Annex 1 to this Resolution;

      2) Requirements for documents for state registration of the issue of non-government bonds (bond program), registration of changes and (or) additions to the prospectus for the issue of non-government bonds (prospectus of the bond program), private memorandum, consideration of notification of the results of the redemption of non-government bonds in accordance with Annex 2 to this Resolution;

      3) the List of documents for cancellation of issue of non-government bonds and requirements thereto according to Appendix 3 hereof;

      4) the Rules for the preparation and registration of the prospectus of issue of non-government bonds (the prospectus of the bond program), changes and (or) additions to the prospectus of issue of non-government bonds (the prospectus of the bond program), notification of the results of redemption of non-government bonds according to Appendix 4 to this resolution.

      Footnote. Paragraph 1 as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

      2. The normative legal acts of the Republic of Kazakhstan, as well as structural elements of some normative legal acts of the Republic of Kazakhstan in compliance with the list according to Appendix 5 to this resolution shall be deemed to have lost force. (not transferred)

      3. The Department for Regulation of Non-Banking Financial Organizations (Kosherbayeva A.M.) in the order established by the legislation of the Republic of Kazakhstan shall provide:

      1) jointly with the Legal Department (Sarsenova N.V.) the state registration of this resolution with the Ministry of Justice of the Republic of Kazakhstan;

      2) within ten calendar days from the date of state registration of this resolution, its direction in Kazakh and Russian languages to the Republican State Enterprise on the Right of Economic Management "Republican Center of Legal Information" for official publication and inclusion in the Reference Control Bank of Normative Legal Acts of the Republic of Kazakhstan;

      3) Placement of this resolution on the official web-site of the National Bank of the Republic of Kazakhstan after its official publication;

      4) within ten working days after the state registration of this resolution, submission to the Legal Department of the information on the implementation of measures provided by subparagraphs 2), 3) of this paragraph and paragraph 4 of this resolution.

      4. The Department on Protection of the Rights of Consumers of Financial Services and External Communications (Terentyev A.L.) shall provide within ten calendar days after the state registration of this resolution, direction of its copy for official publication in periodicals.

      5. Deputy Chairman of the National Bank of the Republic of Kazakhstan, Zh. B. Kurmanov, shall be responsible for the control over the execution of this resolution.

      6. This resolution shall come into effect on January 1, 2019 and shall be subject to official publication.

      Chairman of the National Bank D. Akishev

  Appendix 1
to resolution № 248 of the
Board of Directors of the National
Bank of the Republic of Kazakhstan
of 29 October 2018

The Rules for state registration of the issue of non-government bonds (bond program), registration of changes and (or) additions to the prospectus for the issue of non-government bonds (prospectus of the bond program), a private memorandum, submission and consideration of notification of the results of the redemption of non-government bonds, cancellation of the issuance of non-government bonds

      Footnote. The heading - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market No. 16 dated February 9, 2021 (shall come into effect ten calendar days after the day of its first official publication).

Chapter 1. General provisions

      1. These Rules for state registration of the issue of non-government bonds (bond program), registration of changes and (or) additions to the prospectus for the issue of non-government bonds (prospectus of the bond program), a private memorandum, submission and consideration of notification of the results of the redemption of non-government bonds, cancellation of the issue of non-government bonds (hereinafter referred to as the Rules) are developed in accordance with the laws of the Republic of Kazakhstan dated July 2, 2003 "On the securities market" (hereinafter referred to as the Law on the securities market), dated July 4, 2003 "On state regulation, control and supervision of the financial market and financial organizations", dated April 15, 2013 "On Public Services" (hereinafter referred to as the Law on Public Services) and determine the conditions and procedure for state registration of the issue of non-government bonds (hereinafter referred to as bonds) (bond program), registration of changes and (or) additions to the issue prospectus bonds (prospectus of the bond program), a private memorandum, submission and consideration of notification of the results of the redemption of bonds, cancellation of the bond issue.

      Footnote. Paragraph 1 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market No. 16 dated February 9, 2021 (shall come into effect ten calendar days after the day of its first official publication).

      2. The Rules shall establish the features of state registration of an issue of bonds (bond program), including infrastructure bonds, bonds subject to the private placement, bonds with a circulation period of not more than 12 (twelve) months, bonds (bond program) of issuers - non-residents of the Republic of Kazakhstan, bonds (bond program) of international financial organizations and bonds within the bond program.

      Footnote. Paragraph 2 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

      2-1. The concepts used in the Rules shall be applied in the meanings specified in the Environmental Code of the Republic of Kazakhstan, the Law on the Securities Market, the Law of the Republic of Kazakhstan "On Electronic Document and Electronic Digital Signature", the Law on Public Services.

      Footnote. Chapter 1 was supplemented with paragraph 2-1 in accordance with the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication); as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

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

      3. For state registration of the issue of non-government bonds, the legal entity-issuer (hereinafter referred to as the Issuer) shall send it to the authorized body for regulation, control and supervision of the financial market and financial organizations (hereinafter referred to as the Authorized body) through the web portal of "electronic government" www.egov.kz (hereinafter referred to as the Portal) an application in electronic form, drawn up in any form.

      The list of documents required for the provision of public service, the grounds for refusing to provide a public service, the basic requirements for the provision of public service, including the characteristics of the process, the form, content and result of the provision, as well as other information, taking into account the specifics of the provision of public service and the term for the provision of public service shall be given in the standard of the public service "State registration of the issue of non-government bonds" (hereinafter referred to as the Public service) in accordance with Annex 1 to these Rules.

      When the issuer sends an application through the portal, the "personal account" shall automatically display the status of accepting a request for the provision of public service, indicating the date and time the result was received.

      Footnote. Paragraph 3 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

      3-1. The authorized body receives information on the state registration (re-registration) of the issuer as a legal entity from the relevant state information systems through the gateway of "electronic government".

      Footnote. Chapter 2 was supplemented with paragraph 3-1 in accordance with the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      3-2. An employee of the authorized body authorized to receive and register correspondence shall receive the issuer's application, register it and send it for execution to the subdivision of the authorized body responsible for the provision of public services (hereinafter referred to as the Responsible subdivision) on the day of its receipt. When the issuer applies after the end of working hours, on weekends and holidays in accordance with the Labor Code of the Republic of Kazakhstan dated November 23, 2015, applications shall be accepted on the next working day.

      An employee of the responsible department shall check the completeness of the submitted package of documents and the validity period of the documents during:

      2 (two) working days from the date of registration of the application for state registration of the issue of non-government bonds;

      2 (two) working days from the date of registration of the application for state registration of the bond program;

      2 (two) working days from the date of registration of the application for state registration of the bond program and the first issue of bonds within the bond program, submitted by the issuer simultaneously;

      1 (one) working day from the date of registration of the application for state registration of the bond issue within the bond program registered by the authorized body;

      1 (one) working day from the date of registration of an application for state registration of an issue of bonds with a circulation period of not more than 12 (twelve) months;

      1 (one) working day from the date of registration of the application for state registration of the issue of bonds subject to private placement.

      If the fact of incompleteness and (or) expiration of the submitted documents is established, the employee of the responsible division, within the time limits established by this paragraph, shall prepare and send to the issuer a reasoned refusal to further consider the application.

      A reasoned refusal to further consider the application, signed by an electronic digital signature (hereinafter referred to as EDS) of an authorized person of the authorized body, shall be sent to the issuer through the portal in the form of an electronic document.

      Footnote. Chapter 2 was supplemented with paragraph 3-2 in accordance with the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication); as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

      3-3. When establishing the fact of completeness and (or) absence of expiration of the submitted documents, the employee of the responsible unit shall review the documents for compliance with the requirements of the legislation of the Republic of Kazakhstan, prepare a draft letter (certificate) or refusal to provide a public service, sign the result of the provision of public service from an authorized person of an authorized body during:

      12 (twelve) working days upon state registration of an issue of non-government bonds;

      7 (seven) working days upon state registration of the bond program;

      7 (seven) working days upon state registration of the bond program and the first issue of bonds within the bond program, submitted by the issuer simultaneously;

      3 (three) working days upon state registration of a bond issue within the bond program registered by the authorized body;

      1 (one) working day upon state registration of an issue of bonds with a circulation period of not more than 12 (twelve) months;

      1 (one) working day upon state registration of the issue of bonds subject to the private placement.

      When identifying grounds for refusing to provide a public service, the authorized body shall notify the issuer of the preliminary decision to refuse to provide the public service, as well as the time and place (method) of the hearing to provide the issuer with the opportunity to express a position on the preliminary decision.

      Notification of the hearing shall be sent at least 3 (three) working days before the end of the term for the provision of the public service. The hearing shall be held no later than 2 (two) working days from the date of notification.

      Based on the results of the hearing, the authorized body shall issue a letter (certificate) or a reasoned refusal to provide public services.

      The employee of the responsible unit, within one working day after signing the result of the provision of the public service, shall send it to the issuer in the "personal account" in the form of an electronic document certified by the EDS of the authorized person of the authorized body.

      Footnote. Chapter 2 was supplemented with paragraph 3-3 in accordance with the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication); as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

      3-4. Information on the stage of rendering a public service is updated automatically in the information system for monitoring the provision of public services.

      Footnote. Chapter 2 was supplemented with paragraph 3-4 in accordance with the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      3-5. Consideration of a complaint on the provision of public services shall be carried out by a higher official of the authorized body, an authorized body for assessing and monitoring the quality of the provision of public services.

      A complaint shall be filed with the authorized body and (or) an official of the authorized body, whose decision, or action (inaction) is appealed.

      Unless otherwise provided by the Law on the Securities Market, the Law on Public Services, an appeal to the court shall be carried out after an appeal in the pre-trial procedure.

      Footnote. Chapter 2 was supplemented with paragraph 3-5 in accordance with the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication); as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

      3-6. In a complaint sent to the head of the authorized body, the name of the issuer, postal address, outgoing number and date are indicated.

      Confirmation of the acceptance of the complaint by the head of the authorized body is its registration (stamp, incoming number and date) in the office of the authorized body indicating the name and initials of the person who accepted the complaint, the time and place for receiving a response to the complaint.

      When contacting through the portal, information on the procedure for appealing can be obtained by calling the phones of the Unified Contact Center, specified in Appendix 1 to the Rules.

      When sending a complaint through the portal, the issuer from the "personal account" has access to information about the appeal, which is updated during the processing of the appeal by the authorized body (notes on delivery, registration, execution, response on consideration or refusal to consider).

      Footnote. Chapter 2 was supplemented with paragraph 3-6 in accordance with the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      4. State registration of the issuance of bonds (bond program) of international financial organizations, specified in the list of international financial organizations in accordance with Appendix 1-1 to the Rules, is carried out taking into account the requirements of the charter and (or) documents regulating their activities.

      Footnote. Paragraph 4 - as amended by the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      5. In the event of restructuring by the issuer, in compliance to the decision of the court on the restructuring, for the state registration of bonds (bond program), the issuer, in addition to the documents specified in paragraph 3 of the Rules, shall submit to the authorized body a copy of the restructuring plan approved by the court.

      6. Is excluded by the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).
      7. Is excluded by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      8. The issuer shall submit documents for state registration of a bond issue (bond program), subject to the requirements established by paragraph 3 of Article 12 and paragraph 1 of Article 15 of the Law on the Securities Market, except for the issuance of bonds with a maturity of not more than twelve months, non-government bonds subject to the private placement.

      Footnote. Paragraph 8 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

      9. When the issuer - resident of the Republic of Kazakhstan, which is not a bank or an organization engaged in certain types of banking operations, issue bonds (bond program) in compliance with the requirements to the existence of the minimum required rating as of the date of submission to the authorized body of documents for state registration of bonds (bond program) issue, this issuer shall have a minimum credit rating not lower than "B" pursuant to the international scale of Standard & Poor's or the rating of the same level of rating agencies as Moody’s Investors Service and Fitch (hereinafter referred to as other rating agencies), or a rating not lower than “kzB-” according to Standard & Poor's national scale.

      10. When an issuer that is not a bank or an organization engaged in certain types of banking operations issues bonds (bond program) in compliance with the requirement for leverage, this amount shall be calculated based on the issuer's financial statements as of the end of the last quarter before submitting documents for state registration of a bond issue (bond program) is a positive value and shall not exceed 10 (ten).

      When an organization specializing in improving the quality of loan portfolios of second-tier banks issues bonds (bond programs) in compliance with the requirement for leverage, this value shall be calculated based on the financial statements of an organization specializing in improving the quality of loan portfolios of second-tier banks, as of the end of the last quarter before the submission of documents for state registration of the bond issue (bond program), and shall not exceed 10 (ten).

      Footnote. Paragraph 10 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

      11. If the newly issued bonds are mortgage-backed bonds, such bonds shall be secured by the following highly liquid assets:

      1) money;

      2) state securities of the Republic of Kazakhstan;

      3) securities of foreign countries having a sovereign rating not lower than "BBB-" according to the international scale of Standard & Poor's or similar rating of one of the other rating agencies;

      4) shares of legal entities of the Republic of Kazakhstan having rating not lower than "BB-" according to the international scale of Standard & Poor's or similar rating of one of the other rating agencies or rating not lower than "kzBBB-" according to the national scale of Standard & Poor's;

      5) depositary receipts, the basic asset of which are shares of legal entities of the Republic of Kazakhstan having rating not lower than "BB-" according to the international scale of Standard & Poor's or rating similar to the level of one of the other rating agencies, or rating not lower than "kzBB-" according to the national scale of Standard & Poor's;

      6) shares of legal entities - residents of the Republic of Kazakhstan, included in the category "premium" sector "shares" of the "Main" official list of the stock exchange;

      7) depository receipts, the basic asset of which are shares of legal entities - residents of the Republic of Kazakhstan, included in the category "premium" sector "shares" of the "Main" official list of the stock exchange;

      8) corporate debt securities of legal entities of the Republic of Kazakhstan, issued in compliance to the legislation of the Republic of Kazakhstan on securities market and other states, having rating not lower than "B-" pursuant to the international scale of Standard & Poor's or rating of similar level of one of the other rating agencies, or rating not lower than "kzB-" pursuant to the national scale of Standard & Poor's.

      In the course of circulation, the value of securities and money included in the assets that are pledged as collateral for mortgage bonds shall not be more than 20 (twenty) percent of the total value of the collateral.

      12. State registration of a bond issue (bond program) of a bank or an organization carrying out certain types of banking operations is subject to the issuer's compliance with the following requirements:

      1) absence as of the date of submission of documents for state registration of the bond issue (bond program) of untimely fulfilled and unfulfilled obligations to pay interest on bonds circulating on the secondary securities market;

      2) break-even activity of the issuer following the results of one of the last two completed financial years before the date of submission of documents for state registration of the issue of bonds (bond program) or net cash flows received from the activity of the issuer for one of the last two completed financial years, calculated based on its financial statements, confirmed by the auditor's report, are positive;

      3) the absence of facts of non-compliance with prudential standards and other norms and limits established by the authorized body as of the end of the month preceding the month in which documents shall be submitted for state registration of the bond issue (bond program).

      In the absence of information on prudential standards and other norms and limits established by the authorized body as of the end of the month preceding the month in which documents are submitted for state registration of an issue of bonds (bond program), the authorized body shall take into account information on prudential norms and other norms and limits as of the previous reporting date;

      4) compliance of the issuer and the bonds issued by him with the Requirements for issuers and their securities admitted to circulation on the stock exchange, as well as to certain categories of the list of the stock exchange, approved by the Resolution of the Board of the National Bank of the Republic of Kazakhstan dated March 27, 2017 No. 54, registered in the Register of State Registration of Normative Legal Acts under No. 15175, and internal documents of the stock exchange (if the issuer's bond issue prospectus provides for the circulation of these bonds in the trading system of the stock exchange).

      The requirements of the first part of this paragraph shall not apply to the following cases:

      carrying out by the issuer of the restructuring of obligations on previously issued bonds in accordance with the court decision on the restructuring;

      carrying out by the issuer of the restructuring of obligations on previously issued bonds in accordance with the decision of the authorized body to conduct a forced restructuring of the obligations of a bank classified as an insolvent bank, on the basis and in the manner prescribed by Article 61-10 of the Law of the Republic of Kazakhstan dated August 31, 1995 "On banks and banking activities in the Republic of Kazakhstan";

      reorganizing an issuer, at least fifty percent of whose voting shares are owned by the state or a national managing holding;

      issue of bonds subject to private placement.

      The requirements of subparagraphs 2) and 3) of part one of this paragraph shall not apply to the issue of bank bonds in the form of subordinated bonds convertible into shares.

      Footnote. Paragraph 12 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

      13. The Issuer shall enter into an agreement with the Central Securities Depository to maintain a system of registers of securities holders prior to submission of documents to the authorized body for state registration of the bonds issue (bond program).

      14. The state registration of the bonds issue with the circulation term of no more than 12 (twelve) months shall be carried out, provided that earlier issued securities of the Issuer are included in the list of the stock exchange.

      14-1. The state registration of an issue of investment bonds shall be carried out on the condition that the event (events), on the occurrence or non-occurrence of which depends on the receipt by the holder of the investment bond of additional remuneration on the investment bond, changes:

      the amount of the issuer's income (the amount of income from the project in which the money received from the placement of bonds is invested);

      the price of a unit of raw materials, metal or other goods, the value of the commodity index, determined at organized auctions in the Republic of Kazakhstan and (or) abroad;

      interest rates;

      values calculated based on the prices of derivative financial instruments;

      values of indicators constituting official statistical information;

      values of physical, biological and (or) chemical indicators of the state of the environment;

      circumstances indicating non-performance or improper performance by one or more legal entities or states of their obligations (except for a guarantee agreement and an insurance agreement).

      Footnote. The Rules are supplemented by Paragraph 14-1 in accordance with the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

      15. State registration of the bonds issue (bond program) of the issuer - non-resident of the Republic of Kazakhstan shall be carried out subject to compliance with the following requirements by this issuer - non-resident of the Republic of Kazakhstan:

      1) the presence of a minimum credit rating not lower than "B" according to the international scale of the agency Standard & Poor's or a rating of a similar level of one of the other rating agencies;

      2) the foreign supervisory authority of the country of origin of the given legal entity has signed the Multilateral Memorandum of Understanding on consultation, cooperation and information exchange of the International Organization of Securities Commissions;

      3) fulfillment of the requirements for inclusion of debt securities of the non-resident issuer of the Republic of Kazakhstan in the official list of the stock exchange and their location therein;

      4) Availability of a permit of the relevant supervisory body of a foreign state for issue of bonds in compliance to the legislation of the Republic of Kazakhstan or a letter of the said body stating that such a permit is not required under the legislation of the country of location of the issuer - non-resident of the Republic of Kazakhstan;

      5) compliance with prudential standards and other norms and limits established by the relevant supervisory authority in the period of 3 (three) months prior to the date of submission of the application for state registration of bonds (bond program) issue (if the issuer - non-resident of the Republic of Kazakhstan is a financial institution).

      Footnote. Paragraph 15 as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      16. State registration of an issue of bonds denominated in a foreign currency shall be carried out on the condition that the payment of interest and principal on these bonds will be carried out in the currency of the issue.

      Footnote. Paragraph 16 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

      17. Indexation of the face value and (or) interest rate of the bonds to the value of digital (virtual) units and (or) financial instruments, the value of which depends on the value (change in value) of digital (virtual) units, shall not be performed.

      For the purposes of the Rules, a digital (virtual) unit shall be a unit which is a digital record created and accounted for in a decentralized information system using cryptography and/or computer computing tools.

      18. If the documents submitted by the issuer for state registration of the issuance of bonds (bond program) comply with the requirements of the legislation of the Republic of Kazakhstan on the securities market, the authorized body sends the prospectus of the issuance of bonds (bond program) to the issuer's “personal account” and the central depository in electronic format and in the form of an electronic document:

      a certificate of state registration of the issuance of non-government bonds in the form according to Appendix 2 to the Rules - in the case of state registration of the issuance of bonds;

      a certificate of state registration of the bond program in the form in accordance with Appendix 3 to the Rules - in the case of state registration of the bond program;

      a certificate of state registration of the issuance of bonds within the bond program in the form in accordance with Appendix 4 to the Rules - in the case of state registration of the issuance of bonds within the bond program.

      Footnote. Paragraph 18 as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).
      19. Is excluded by the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      20. If the documents submitted by the issuer for state registration of the issuance of bonds with a circulation period of no more than 12 (twelve) months comply with the requirements of the legislation of the Republic of Kazakhstan on the securities market, the authorized body sends to the issuer's "personal account" in the form of an electronic document a certificate of state registration of the issuance of non-government bonds in the form according to Appendix 2 to the Rules.

      Footnote. Paragraph 20 as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      20-1. If the documents submitted by the issuer for the state registration of the issue of bonds subject to private placement comply with the requirements of the legislation of the Republic of Kazakhstan on the securities market, the authorized body shall send a private memorandum to the issuer's "personal account" and the central depository in electronic format and the form of an electronic document:

      certificate of state registration of the issue of non-government bonds in the form in accordance with Annex 2 to the Rules - in the case of state registration of the issue of bonds subject to private placement;

      certificate of state registration of the bond issue within the bond program in the form in accordance with Annex 4 to the Rules - in the case of state registration of the issue of bonds subject to private placement within the bond program.

      Footnote. The rules are supplemented by Paragraph 20-1 in accordance with the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).
      21. Is excluded by the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      22. If the issuer loses the originals of documents issued by the authorized body for the state registration of the issuance of bonds (bond program) on paper, the issuer, if necessary, to receive a duplicate and (or) copies of documents, applies to the authorized body for the issuance of:

      a duplicate of the certificate of state registration of the issuance of bonds (certificate of state registration of the bond program, certificate of state registration of the issuance of bonds within the bond program);

      copies of the prospectus of the issuance of bonds (prospectus of the bond program, the prospectus of the issuance of bonds within the bond program).

      Footnote. Paragraph 22 as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      23. The Authorized Body shall issue to the Issuer duplicates of documents and (or) copies of the abovementioned documents upon submission by the Issuer of an application drawn up in any form, indicating the information on the name of the mass media outlet and the date of publication of the notice of invalidity of the lost documents and attaching a copy of this notice.

      The Authorized Body shall issue to the Issuer duplicates and/or copies of the above documents within 10 (ten) business days after the date of receipt of the application.

Chapter 3. Procedure for registration of changes and (or) additions to the prospectus (bond program prospectus)

      24. The Issuer shall submit to the authorized body changes and (or) additions to the prospectus of the bonds issue (the prospectus of the bond program) for their registration in case of change:

      1)in the information specified in sub-paragraph 1) of paragraph 1 of Article 9, paragraph 1 of the Securities Market Law - within 30 (thirty) calendar days after the date of receipt by the issuer of documents confirming the change of the name of the issuer and its location;

      2) in the information specified in sub-paragraphs 2), 3), 4), 5), 6) and 7) of paragraph 1 of Article 9 of the Law on Securities Market - within 30 (thirty) calendar days after the date of adoption of the decision by the relevant bodies of the issuer, if no bond of this issue has been placed or all bonds of this issue have been purchased by the issuer in the secondary securities market or by the general meeting of bondholders.

      25. In order to register changes and (or) additions to the bond issue prospectus (bond program prospectus), the issuer shall submit to the authorized body the documents specified in paragraph 6 of Article 12 of the Securities Market Law, except for the documents specified in subparagraphs 4), 10) and 11) of paragraph 1 of Article 12 of the Securities Market Law, if these documents were posted on the Internet site of the depository of financial statements prior to the date of submission of the documents for changes and (or) additions to the bonds issue prospectus (bond program).

      26. The Authorized Body shall consider amendments and (or) additions to the Prospectus of the bonds issue (Prospectus of the bond program) within 10 (ten) working days after the date of their receipt.

      27. In compliance to the documents submitted by the issuer for registration of changes and (or) additions to the prospectus of the bonds issue (the prospectus of the bond program), the requirements of the legislation of the Republic of Kazakhstan on the securities market, the authorized body with an accompanying letter on registration of changes and (or) additions to the prospectus of the bonds issue (the prospectus of the bond program) shall send the issuer the documents specified in paragraph 7 of Article 12 of the Law on the Securities Market.

      28. Registration of changes and (or) additions to the prospectus of the bonds issue shall be carried out provided that these changes and (or) additions will not lead to an increase in the number of declared bonds.

      29. In the event that a decision is made to change the conditions of bonds issue stipulated by subparagraphs 2), 3), 4), 5), 6) and 7) of paragraph 1 of Article 9 of the Law on Securities Market, placement and circulation of bonds shall be suspended until the day following the date of registration of amendments and (or) additions to the prospectus of bonds issue.

      30. The authorized body shall refuse to register the changes and (or) additions to the prospectus of bonds issue (the prospectus of the bond program) in the case stipulated by paragraph 1 of Article 10 of the Law on Securities Market.

Chapter 3-1 The procedure for registering changes and (or) additions to a private memorandum

      Footnote. The Rules are supplemented by Chapter 3-1 in accordance with the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

      30-1. The issuer shall submit to the authorized body changes and (or) additions to the private memorandum for their registration in case of a change:

      1) the information specified in Paragraph 1 of the Annex to the Requirements for Documents for State Registration of the Issue of Non-Government Bonds (bond program), registration of changes and (or) additions to the prospectus for the issue of non-government bonds (prospectus of the bond program), a private memorandum, consideration of the notification of the results of redemption non-government bonds approved by this resolution (hereinafter referred to as the Requirements) - within 30 (thirty) calendar days after the issuer receives documents confirming the change in the issuer's name;

      2) the information specified in paragraphs 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of the Annex to the Requirements - within 30 (thirty) calendar days after the date of the decision by the relevant authorities the issuer, if not a single bond of this issue has been placed or all bonds of this issue have been redeemed by the issuer in the secondary securities market, or by the general meeting of bondholders.

      30-2. To register changes and (or) additions to the private memorandum, the issuer shall submit the following documents to the authorized body:

      1) an application drawn up in any form;

      2) changes and (or) additions to a private memorandum;

      3) private memorandum subject to changes and (or) additions in electronic form;

      4) a copy of the decision (minutes), based on which changes and (or) additions were made to the private memorandum;

      5) the original certificate of state registration of the issue of non-government bonds (bond program) (in case of a decrease in the number of bonds, a change in the type of non-government bonds, the circulation period, a change in the name of the issuer, a change in the location of the issuer) (if they are received on paper);

      6) a copy of the restructuring plan approved by the court and containing, among other things, a change in the terms of the bond issue (if the issuer conducts restructuring in accordance with a court decision on restructuring).

      30-3. The authorized body shall consider changes and (or) additions to the private memorandum within 10 (ten) working days after the date of their receipt.

      If the documents submitted by the issuer for registration of changes and (or) additions to the private memorandum comply with the requirements of the legislation of the Republic of Kazakhstan on the securities market, the authorized body with a cover letter on registration of changes and (or) additions to the private memorandum shall send the issuer:

      1) an amended certificate of state registration of the issue of non-government bonds (in case of a decrease in the number of non-government bonds and (or) a change in their type, circulation period, change in the name of the issuer, change in the location of the issuer);

      2) notification of state registration of changes and (or) additions to a private memorandum if the changes and (or) additions made do not provide for changes in the information specified in the previously issued certificate of state registration of the issue of non-government bonds;

      3) changes and (or) additions to a private memorandum.

      30-4. Registration of changes and (or) additions to the private memorandum shall be carried out on the condition that these changes and (or) additions do not lead to an increase in the number of declared bonds.

      30-5. If a decision is made to change the conditions for issuing bonds, provided for in paragraphs 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of the Annex to the Requirements, the placement and circulation of bonds shall be suspended until the day following after the date of registration of changes and (or) additions to the private memorandum.

      30-6. The authorized body shall refuse to register changes and (or) additions to a private memorandum if the issuer submits an incomplete package of documents established by Paragraph 30-2 of these Rules, and if during the consideration of documents their non-compliance with the Requirements is revealed.

Chapter 4. Procedure for submission and consideration of the notification on the results of bonds redemption

      31. The issuer or paying agent (if the issuer has an agreement with the paying agent) shall submit to the authorized body for consideration and taking into account a notice of the results of the redemption of the bond within 1 (one) month after the end of the redemption period established by the bond issue prospectus (private memorandum).

      Footnote. Paragraph 31 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

      32. The issuer (payment agent) shall submit to the authorized body the documents provided for by paragraphs 2 and 3 of Article 32 of the Law on Securities Market in hard copy for consideration and taking into account the notifications on the results of bonds redemption.

      33. Notification on the results of bonds redemption shall be considered by the authorized body within 14 (fourteen) calendar days.

      34. In case of compliance of the documents submitted by the issuer (payment agent) for consideration of the notification on the results of bonds redemption with the requirements of the legislation of the Republic of Kazakhstan on the securities market, the authorized body shall send a letter to the issuer (payment agent) on taking into account the notifications on the results of bonds redemption.

      35. The authorized body, in the case established by subparagraph 2) of paragraph 4 of Article 32 of the Law on Securities Market, shall not take into account the notification on the results of bonds redemption and shall send a letter on the need to provide information and documents meeting the requirements established by the legislation of the Republic of Kazakhstan on securities market.

Chapter 5. Procedure for cancellation of bond issue

      36. The decision to cancel the issue of bonds shall be taken by the authorized body on the grounds specified in paragraph 1 of Article 30-1 of the Securities Market Law.

      37. The authorized body shall consider the documents for cancellation of the bonds issue submitted by the issuer in compliance to paragraph 2 of the List of documents for cancellation of the issue of non-government bonds and requirements thereto, approved by this resolution, within 10 (ten) working days after the date of their receipt.

      38. In case of compliance of the documents submitted by the issuer for cancellation of bonds issue with the requirements of the legislation of the Republic of Kazakhstan on the securities market, the authorized body shall cancel the bonds issue (bonds issue within the framework of the bond program) and send the certificate of cancellation of non-state bonds issue according to the form according to Appendix 5 to the Rules with a cover letter.

      39. The decision to cancel the issue of the issuer's bonds, information on the liquidation of which is contained in the National Register of Business Identification Numbers, shall be taken by the authorized body without providing the documents specified in paragraph 2 of the List of documents for the cancellation of the issue of non-state bonds and requirements to them, approved by this resolution.

      40. The issue of bonds shall be cancelled from the date specified in the certificate of cancellation of the issue of bonds.

      In the case specified in paragraph 39 of the Rules, the issue of bonds of the issuer shall be canceled from the date of entry of data in the State Register of Securities.

      41. In case of cancellation by the authorized body of all bond issues within the limits of the bond program, the issuer shall return to the authorized body the originals of the certificate of state registration of the bond program, the prospectus of the bond program, changes and (or) additions to the prospectus of the bond program.

      42. The authorized body shall refuse to cancel the issue of bonds (issue of bonds within the limits of the bond program) with the indication of reasons for refusal in the case established by part two of paragraph 2 of Article 30-1 of the Law on Securities Market.

      In case of refusal to cancel the bonds issue (bonds issue within the limits of the bond program), the issuer shall eliminate the comments of the authorized body and shall resubmit the documents to the authorized body within 45 (forty five) working days from the date of refusal.

  Annex 1
to the Rules for the state registration
of the issue of non-government bonds
(bond program), registration of
changes and (or) additions to the
prospectus for the issue of non-
government bonds (prospectus of the
bond program), private memorandum,
submission and consideration of
notifications on the results of
redemption of non-government bonds,
cancellation of the issuance of
non-government bonds

State Service Standard
"State registration of the issuance of non-government bonds"

      Footnote. Annex 1 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

1.

Name of the service provider

The Agency of the Republic of Kazakhstan for the regulation and development of the financial market (hereinafter referred to as the Authorized body).

2.

Ways to provide public services

The web portal of "electronic government" www.egov.kz (hereinafter referred to as the Portal).

3.

Terms of public service provision

For state registration: an issue of non-government bonds - within 15 (fifteen) working days from the date of submission of documents for state registration;
bond program - within 10 (ten) working days;
bond program and the first issue of bonds within the bond program, submitted by the service recipient simultaneously - within 10 (ten) working days after the date of submission of documents for state registration;
issue of bonds within the bond program registered by the authorized body for regulation, control and supervision of the financial market and financial organizations - within 5 (five) working days after the date of submission of documents for state registration;
issue of bonds subject to private placement within the bond program registered by the authorized body for regulation, control and supervision of the financial market and financial organizations - within 3 (three) working days after the date of submission of documents for state registration;
issue of bonds with a circulation period of not more than 12 (twelve) months - within 3 (three) working days after the date of receipt of documents for state registration;
issue of bonds subject to private placement - within 3 (three) working days after the date of receipt of documents for state registration.

4.

Form of provision of public services

Electronic (fully automated).

5.

The result of the provision of public services

Certificate of state registration of the issue of non-government bonds in the form in accordance with Annex 2 to the Rules and electronic form of the bond issue prospectus - in case of state registration of the bond issue;
certificate of state registration of the issue of the bond program in the form in accordance with Annex 3 to the Rules and electronic form of the prospectus of the issue of the bond program - in the case of state registration of the bond program;
certificate of state registration of the bond issue within the bond program in the form in accordance with Annex 4 to the Rules and electronic form of the bond issue prospectus within the bond program - in case of state registration of the bond issue within the bond program;
certificate of state registration of the issue of non-government bonds in the form in accordance with Annex 2 to the Rules - in the case of state registration of the issue of bonds with a circulation period of not more than 12 (twelve) months;
certificate of state registration of the issue of non-government bonds in the form in accordance with Annex 2 to the Rules and electronic form of a private memorandum - in the case of state registration of the issue of bonds subject to private placement;
certificate of state registration of the issue of non-government bonds in the form in accordance with Annex 4 to the Rules and in electronic form a private memorandum in the case of state registration of the issue of bonds subject to private placement within the bond program, or a reasoned response to the refusal to provide public services on the grounds provided for in paragraph 9 of this public service standard.
Form of providing the result of the provision of public services: electronic.

6.

The amount of payment charged from the service recipient in the provision of public services, and methods of its collection in cases provided for by the legislation of the Republic of Kazakhstan

The public service shall be provided free of charge.

7.

Schedule

1) portal - around the clock, except for technical breaks due to repair work (when the service recipient contacts after the end of working hours, on weekends and holidays in accordance with the Labor Code of the Republic of Kazakhstan dated November 23, 2015 (hereinafter referred to as the Code), acceptance of applications and sending the results of the provision of public services is carried out on the next working day);
2) authorized body - from Monday to Friday from 9.00 to 18.30 with a lunch break from 13.00 to 14.30, except weekends and holidays, in accordance with the Code.

8.

List of documents required for the provision of public services

1) an electronic application drawn up in any form with consent to the use of information constituting a legally protected secret contained in information systems, certified by an electronic digital signature of an authorized person of the service recipient;
2) an electronic copy of the decision of the body of the service recipient on the issue of non-government bonds, containing information on the procedure for issuing, placing, circulation and redemption of bonds, the use of funds received by the service recipient as a result of the placement of bonds, the volume of issue, number and type of bonds, the nominal value of bonds, the rights of bond holders, or a copy of the decision of the body of the service recipient on the issue of the bond program, containing information on the volume of issue of the bond program (except for the issue of bonds with a maturity of not more than 12 (twelve) months);
3) the prospectus for the issue of non-government bonds (prospectus of the bond program) in electronic form (except for the issuance of bonds with a maturity of not more than 12 (twelve) months and bonds subject to private placement);
4) private memorandum in electronic form (in case of issuance of bonds subject to private placement);
5) information on the issue of bonds with a maturity of not more than 12 (twelve) months in electronic form (in the case of an issue of bonds with a maturity of not more than 12 (twelve) months);
6) an electronic copy of the charter of the service recipient (if any) (except for the case of issuing bonds with a maturity of not more than 12 (twelve) months);
7) in the case of issuing infrastructure, as well as non-government bonds secured by a bank guarantee, electronic copies of documents confirming the availability of security for the performance of the obligations of the service recipient (except for the case of issuing bonds with a maturity of not more than 12 (twelve) months);
8) if the prospectus for the issue of non-government bonds of the issuer provides for the circulation of these bonds in the trading system of the stock exchange, an electronic copy of the conclusion of the stock exchange on the compliance of the service recipient and the non-government bonds issued by him with the requirements for inclusion and finding the non-government bonds of the service recipient in the list of the stock exchange, as well as an electronic a copy of the recommendations of the listing commission of the stock exchange on the inclusion in the prospectus for the issue of securities of the service recipient of additional restrictions necessary to ensure the protection of the rights and interests of investors (except for the issuance of bonds with a maturity of not more than 12 (twelve) months and bonds subject to private placement);
9) an electronic copy of the agreement concluded with a representative of bondholders (if the obligation to agree with a representative of bondholders is provided for by the requirements of the Law of the Republic of Kazakhstan "On the Securities Market" (hereinafter referred to as the Law on the Securities Market) and (or) its conclusion is initiated service recipient) (except for the case of issuing bonds with a circulation period of not more than 12 (twelve) months);
10) an electronic copy of the agreement concluded with an organization providing consulting services on the inclusion and placement of emissive securities in the official list of the stock exchange, for service recipients planning to place bonds on an organized market (if the obligation to agree with such an organization is provided for by the requirements of the Law on the securities market (except for the issuance of bonds with a maturity of not more than 12 (twelve) months and bonds subject to private placement);
11) an electronic copy of the procedure for distributing the income of the service recipient among its participants for service recipients established in the legal form of a limited liability partnership (except for the case of issuing bonds with a maturity of not more than 12 (twelve) months);
12) electronic copies of the annual financial statements of the service recipient for the last two financial years, confirmed by audit reports, as well as electronic copies of audit reports (except for newly created service recipients) (except for the issuance of bonds with a maturity of not more than 12 (twelve) months and bonds, subject to private placement);
13) an electronic copy of the financial statements of the service recipient as of the end of the last quarter before submitting documents for state registration of the issue of non-government equity securities or at the end of the penultimate quarter in case of submission of documents for state registration of the issue of non-government equity securities before the 25th day of the month following the last quarter before serving. In the absence of an audit report of the financial statements for the completed financial year in the period from January 1 to June 1 of the current year, the service recipient shall submit to the service provider an electronic copy of the financial statements for the two years preceding the last completed year, and an electronic copy of the audit report of the financial statements for the specified period. The audit report and financial statements for the completed financial year shall be submitted by the service recipient within a month from the date of approval of the annual financial statements in the manner prescribed by the legislation of the Republic of Kazakhstan (except for the issuance of bonds with a maturity of not more than 12 (twelve) months and bonds subject to private placement).
The documents specified in subparagraphs 6), 12) and 13) of this paragraph shall not be submitted by the service recipient if these documents were posted on the Internet resource of the financial reporting depository before the date of submission of documents for state registration of the bond issue (bond program).
For the state registration of the issue of non-government bonds (bond program), the non-resident service recipient of the Republic of Kazakhstan, in addition to the documents specified in part one of this paragraph, must additionally submit the following documents:
1) an electronic copy of the document confirming the registration of the service recipient - non-resident of the Republic of Kazakhstan as a legal entity in accordance with the legislation of the state of location of the service recipient - non-resident of the Republic of Kazakhstan, with a translation into Kazakh and Russian languages, the accuracy of which shall be certified by a notary;
2) electronic copies of the constituent documents of the service recipient-non-resident of the Republic of Kazakhstan with translations into Kazakh and Russian languages, the accuracy of which shall be certified by a notary;
3) an electronic copy of a letter from the authorized body for regulation, control and supervision of the financial market of a foreign state on the observance by the non-resident of the Republic of Kazakhstan service recipient of prudential standards and other norms and limits established by the authorized body of the non-resident within a period of three months before the date of applying for state registration of the bond issue (bond program) (if the non-resident service recipient of the Republic of Kazakhstan is a financial institution).
If the service recipient conducts restructuring in accordance with a court decision on restructuring, for state registration of a bond issue (bond program), the service recipient, in addition to the documents specified in part one of this Paragraph, shall submit an electronic copy of the restructuring plan approved by the court.
The authorized body shall receive information on state registration (re-registration) of a legal entity from the relevant state information systems through the e-government gateway.

9.

Grounds for refusal to provide public services, established by the legislation of the Republic of Kazakhstan

Violation by the service recipient of the conditions and procedure for submitting documents for state registration of the issue of non-government bonds and revealing in the process of consideration of documents their non-compliance with the requirements established by the legislation of the Republic of Kazakhstan. In addition to the specified grounds, the service provider shall refuse the service recipient the state registration of the issue of non-government bonds within the bond program in the case of:
1) delisting of the issue of non-government bonds carried out within the framework of this bond program, except for voluntary delisting at the initiative of the service provider;
2) as a result of state registration of the issue of non-government bonds within the bond program, the total amount of issues of non-government bonds in circulation will exceed the registered volume of such a bond program;
3) as of the date of submission of documents for state registration of the issue of non-government bonds within the framework of the bond program, the service recipient does not have debt securities issued by him that are listed on the stock exchange and does not meet the requirements established by paragraph 1 of Article 15 of the Law on the Securities Market.
Part two of this paragraph shall not apply to a financial organization or an organization that is part of a banking conglomerate as a parent organization and is not a financial organization when it is restructuring in cases provided for by the laws of the Republic of Kazakhstan.

10.

Other requirements, taking into account the specifics of the provision of public services

The addresses of places for the provision of public services and contact numbers of information services on the provision of public services shall be posted on the official Internet resource of the authorized body.
The service recipient has the opportunity to receive information about the procedure and status of the provision of public services in remote access mode through the "personal account" of the portal, as well as the Unified Contact Center for the provision of public services.
In case of detection of failure or technical problems on the portal, one must contact the Unified Contact Center.
Single contact center: 8-800-080-7777 or 1414.


  Appendix 1-1
to the Rules of stateregistration of
issuance of non-government bonds
(bond programs), registration of
changes and (or)
additions to the prospectus of
issuance of non-government bonds
(prospectus of the bond programs),
submission and consideration of
notifications of the results of
redemption of non-government
bonds, cancellation of the
issuance of non-government bonds

      Footnote. The text in the upper right corner - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

List of international financial institutions

      Footnote. The Rules were supplemented with Appendix 1-1 in accordance with the resolution of the Board of the Agency of the Republic of Kazakhstan on regulation and development of the financial market dated 30.03.2020 No. 41 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      1. Asian Development Bank.

      2. Asian Infrastructure Investment Bank.

      3. Inter-American Development Bank.

      4. African Development Bank.

      5. Eurasian Development Bank.

      6. European Bank for Reconstruction and Development.7. European Investment Bank.8. Development Bank of the European Council.9. Islamic Corporation for Development of Private Sector.

      10. Islamic Development Bank.

      11. Multilateral Investment Guarantee Agency.

      12. Scandinavian Investment Bank.

      13. International Monetary Fund.

      14. International Development Association.

      15. Bank for International Settlements.

      16. International Center for Settlement of Investment Disputes.

      17. International Bank for Reconstruction and Development.

      18. International Finance Corporation.

  Appendix 2
to the Rules of stateregistration of
issuance of non-government bonds
(bond programs), registration of
changes and (or)
additions to the prospectus of
issuance of non-government bonds
(prospectus of the bond programs),
submission and consideration of
notifications of the results of
redemption of non-government
bonds, cancellation of the
issuance of non-government bonds
  Form

      Footnote. The text in the upper right corner - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

Certificate of state registration of the issuance of non-government bonds

      Footnote. Certificate as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      "___" _________ 20 __ Almaty

      The authorized body (full name of the authorized body) made a

      state registration of the issuance of non-government bonds

      _______________________________________________________________________

      _______________________________________________________________________

      _______________________________________________________________________

      (full name and location of the issuer) registered

      ______________________________________________________________________

      ______________________________________________________________________

      (business identification number of the issuer (if any) The issuance is divided into

      ______________________________________________________________________

      ______________________________________________________________________

      bonds, (number of bonds in figures and words, type of bonds) which are

      assigned with an international identification number (ISIN code)

      ______________________________________________________________________

      The par value of one bond is __________________________________

      ______________________________________________________________________

      ______________________________________________________________________

      tenge. (in figures and words)

      The volume of the issuance of bonds is _____________________________________

      (total nominal

      _________________________________________________________________ tenge.

      cost of the issued bonds in figures and words) Reason for replacement of a

      certificate of state registration of the issuance of non-government bonds of the issuer

      (to be filled in if the certificate of state registration of the issuance of non-government bonds of the issuer is replaced):

      ________________________________________________________________________

      ________________________________________________________________________

      ________________________________________________________________________.

      Authorized person __________________________ __________________________

      (signature or electronic digital signature) (surname, initials)

      Stamp here (for paper form)

  Appendix 3
to the Rules of stateregistration of
issuance of non-government bonds
(bond programs), registration of
changes and (or)
additions to the prospectus of
issuance of non-government bonds
(prospectus of the bond programs),
submission and consideration of
notifications of the results of
redemption of non-government
bonds, cancellation of the
issuance of non-government bonds
  Form

      Footnote. The text in the upper right corner - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

Certificate of state registration of the bond program

      Footnote. Certificate as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      "___" ___________ 20 __ Almaty

      The authorized body (full name of the authorized body) made a\

      state registration of the bond program

      _________________________________________________________________________

      _________________________________________________________________________

      _________________________________________________________________________,

      (full name and location of the issuer) registered

      _________________________________________________________________________

      _________________________________________________________________________

      (business identification number of the issuer (if any) The volume of the issuance of the

      bond program is ________________________________________

      ____________________________________________________________________ tenge.

      (in figures and words)

      The issuance was included in the State register of equity securities under the number ___.

      Reason for replacing the certificate of state registration of the bond program

      (to be filled in if the certificate of state registration of the bond program of the issuer is replaced):

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________.

      Authorized person __________________________ _______________

      (signature or electronic digital signature) (surname, initials)

      Stamp here (for paper form)

  Appendix 4
to the Rules of stateregistration of
issuance of non-government bonds
(bond programs), registration of
changes and (or)
additions to the prospectus of
issuance of non-government bonds
(prospectus of the bond programs),
submission and consideration of
notifications of the results of
redemption of non-government
bonds, cancellation of the
issuance of non-government bonds
  Form

      Footnote. The text in the upper right corner - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

Certificate of state registration of the issuance of bonds within the bond program

      Footnote. Certificate as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      "___" ____________ 20 __ Almaty

      The authorized body (full name of the authorized body) made a

      state registration of the issuance of bonds within the bond program

      _______________________________________________________________________

      _______________________________________________________________________,

      (full name and location of the issuer) registered

      _______________________________________________________________________

      _______________________________________________________________________

      (business identification number of the issuer (if any)

      The issuance is divided into __________________________________________________

      ________________________________________________________________________

      bonds, (number of bonds in figures and words, type of bonds) which are

      assigned with an international identification number (ISIN code)

      _______________________________________________________________________.

      The par value of one bond is ___________________________________

      _______________________________________________________________________

      __________________________________________________________________ tenge.

      (in figures and words)

      The volume of the issuance of bonds is ______________________________________

      (total nominal ____________________________________________ tenge.

      the cost of the issued bonds in figures and words) Reason for replacing the certificate

      on state registration of the issuance of non-government bonds within the

      bond program (to be filled in if the certificate of state registration of the issuance of

      non-government bonds within the bond program of the issuer is replaced):

      _______________________________________________________________________

      ________________________________________________________________________

      ________________________________________________________________________.

      Authorized person _________________________________________________________

      (signature or electronic digital signature) (surname, initials)

      Stamp here (for paper form)

  Appendix 5
to the Rules of stateregistration of
issuance of non-government bonds
(bond programs), registration of
changes and (or)
additions to the prospectus of
issuance of non-government bonds
(prospectus of the bond programs),
submission and consideration of
notifications of the results of
redemption of non-government
bonds, cancellation of the
issuance of non-government bonds
  Form

      Footnote. The text in the upper right corner - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

Certificate of cancellation of the issuance of non-government bonds

      Footnote. Certificate as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      "_____" _______ 20___ Almaty

      The authorized body (full name of the authorized body) canceled the

      issuance of bonds _____________________________________________________________

      ____________________________________________________________________________,

      (full name and location of the issuer) registered

      _____________________________________________________________________________

      (date of state registration (re-registration) of the issuer,

      _____________________________________________________________________________

      name of the registering authority,

      _____________________________________________________________________________

      business identification number (if any)

      The issuance is registered ________________________________________________________

      (name of the body, that

      _____________________________________________________________________________

      carried out the state registration of the issuance of

      ____________________________________________________________________________

      non-government bonds, date, month, year)

      International identification number (ISIN code) assigned to the issuance of bonds

      ____________________________________________________________________________.

      The issuance is divided into _____________________________________________________

      ______________________________________________________________________ bonds.

      (number of bonds in figures and words, type of bonds)

      The issuance of bonds was canceled due to ___________________________________________

      _____________________________________________________________________________

      (reason for cancellation)

      The issuance of bonds is considered canceled from ___________________________________

      _____________________________________________________________________________

      _____________________________________________________________________________

      (date, month, year)

      Authorized person __________________ ___________________________

      (signature) (surname, initials)

      Stamp here

  Appendix 2
to Resolution № 248 of the Board
of Directors of the National Bank
of the Republic of Kazakhstan
of 29 October 2018

Requirements for documents for state registration of the issue of non-government bonds (bond program), registration of changes and (or) additions to the prospectus for the issuance of non-government bonds (prospectus of the bond program), a private memorandum, consideration of notification of the results of the redemption of non-government bonds

      Footnote. The heading - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market No. 16 dated February 9, 2021 (shall come into effect ten calendar days after the day of its first official publication).

      1. These Requirements for documents for state registration of the issue of non-government bonds (bond program), registration of changes and (or) additions to the prospectus for the issue of non-government bonds (prospectus of the bond program), private memorandum, consideration of notification of the results of the redemption of non-government bonds (hereinafter referred to as the Requirements) have been developed in accordance with the Law of the Republic of Kazakhstan dated July 2, 2003 "On the Securities Market" (hereinafter referred to as the Law on the Securities Market) and shall establish requirements for documents for state registration of the issue of non-government bonds (hereinafter referred to as Bonds) (bond program), registration of changes and (or) additions to the bond issue prospectus (bond program prospectus), private memorandum, consideration of the notice of the results of the redemption of the bonds.

      Footnote. Paragraph 1 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market No. 16 dated February 9, 2021 (shall come into effect ten calendar days after the day of its first official publication).

      2. The issuer's application for registration of changes and (or) additions to the bond issue prospectus (bond program prospectus), a private memorandum, as well as a notice of the results of the redemption of the bonds, shall be signed by the head of the executive body (the person solely performing the functions of the executive body) of the issuer or a person authorized for signing (with a copy of the supporting document).

      Footnote. Paragraph 2 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

      3. The issuer's application for the state registration of the bond issue (bond program) shall contain the consent to the use of information constituting a legally protected secret contained in information systems.

      3-1. The private memorandum shall be drawn up in accordance with the structure of the private memorandum in accordance with Annex 1 to the Requirements.

      A private memorandum shall be drawn up in Kazakh and Russian languages.

      A private memorandum in case of issuing bonds denominated in a foreign currency shall be drawn up in Kazakh and Russian languages and, at the discretion of the issuer, in English.

      Footnote. The requirements are supplemented by Paragraph 3-1 in accordance with the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication); as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

      3-2. Information on the issue of bonds with a circulation period of not more than 12 (twelve) months shall be compiled and executed in accordance with the structure of information on the issue of bonds with a circulation period of not more than 12 (twelve) months in accordance with Annex 2 to the Requirements and shall be submitted in Kazakh and Russian languages.

      Footnote. The requirements are supplemented by Paragraph 3-2 in accordance with the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).
      4. Is excluded by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      5. In the event of changes in the information specified in subparagraphs 2), 3), 4), 5), 6) and 7) of paragraph 1 of Article 9 of the Securities Market Law, the issuer shall submit to the Securities Market Act for registration of amendments and (or) additions to the prospectus of the bonds issue:

      1) if there are bond holders, copy of the decision of the general meeting of bond holders (the decision of the sole holder of bonds) on making changes and (or) additions to the prospectus of bonds issue (except for the cases of restructuring of the issuer carried out in compliance to the decision of the court or in cases stipulated by the laws of the Republic of Kazakhstan);

      2) if no bond of this issue is placed or all bonds of this issue are redeemed by the issuer, copy of the relevant body of the issuer on amendments and (or) additions to the prospectus of the bonds issue.

      5-1. In the event of a change in the information specified in paragraphs 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of the Annex to the Requirements, the issuer to register changes and (or) additions to the private memorandum shall submit:

      1) if there are bondholders, a copy of the decision of the general meeting of bondholders (decision of the sole bondholder) on introducing changes and (or) additions to the private memorandum (except for cases of restructuring of the issuer carried out in accordance with a court decision or cases provided for by the laws of the Republic Kazakhstan);

      2) if not a single bond of this issue has been placed or all bonds of this issue have been redeemed by the issuer, a copy of the relevant body of the issuer on making changes and (or) additions to the private memorandum.

      Changes and (or) additions to the private memorandum on paper, submitted by the issuer to the authorized body for regulation, control and supervision of the financial market and financial organizations (hereinafter referred to as the Authorized body), shall be signed by the head of the executive body (the person solely performing the functions of the executive body) of the issuer or by a person authorized to sign (with a copy of the supporting document).

      Changes and (or) additions to a private memorandum shall be made in 2 (two) copies in Kazakh and Russian languages on paper. A private memorandum, subject to changes and (or) additions, drawn up in Kazakh and Russian languages, shall be submitted as an electronic copy in *pdf format.

      Footnote. The requirements are supplemented by Paragraph 5-1 in accordance with the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

      6. In the event of restructuring in compliance to the decision of the court to carry out the restructuring for the registration of changes and (or) additions to the prospectus (the prospectus of the bond program) in addition to the documents specified in paragraph 6 of Article 12 of the Law on Securities Market, the issuer shall submit a copy of the restructuring plan, approved by the court and containing, among other things, changes in the conditions of bonds issue.

      7. Decision of the general meeting of bondholders (the sole bondholder) on making changes and (or) additions to the bond issue prospectus, private memorandum, a copy of which is submitted to the authorized body for the registration of changes and (or) additions to the bond issue prospectus, private memorandum, drawn up in the form of a protocol or an extract from it, shall contain the following information:

      1) name of the issuer;

      2) the date of state registration of the bond issue, the prospectus or partial memorandum of which is amended and (or) supplemented, the international identification number (ISIN code) assigned to the bonds of this issue;

      3) date, time and place of the general meeting of bondholders;

      4) the number of bonds, the holders of which are present at the general meeting of bond holders;

      5) a quorum of the general meeting of bondholders;

      6) the number of bondholders owning more than 10 (ten) percent of the bonds of this issue;

      7) agenda of the general meeting of bondholders;

      8) the procedure for voting at the general meeting of bondholders on the agenda items of the general meeting of bondholders;

      9) surnames, first names, patronymics (if any) of the chairman and secretary of the general meeting of bondholders;

      10) results of voting on each item on the agenda of the general meeting of bondholders;

      11) decision taken on each issue on the agenda of the general meeting of bondholders.

      Footnote. Paragraph 7 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market No. 16 dated February 9, 2021 (shall come into effect ten calendar days after the day of its first official publication).

      8. The decision of the issuer's body to make changes and (or) additions to the bond issue prospectus (bond program prospectus), a private memorandum, a copy of which is submitted to the authorized body for the registration of changes and (or) additions to the bond issue prospectus (bond program prospectus), drawn up in the form of a protocol or an extract from it, shall contain the following information:

      1) name and location of the executive body of the issuer;

      2) the date, time and place of the meeting (if the meeting is held by voting in person) or the date of the meeting (in the case of absentee voting);

      3) information about the persons who took part in the meeting (who made the decision by absentee voting);

      4) a quorum of the meeting;

      5) issues on the agenda of the meeting relating to the introduction of changes and (or) additions to the bond issue prospectus (bond program prospectus), private memorandum;

      6) results of voting on each item on the agenda of the meeting relating to the introduction of changes and (or) additions to the bond issue prospectus (bond program prospectus), private memorandum;

      7) the decision taken on the issue concerning the introduction of changes and (or) additions to the bond issue prospectus (bond program prospectus), private memorandum;

      8) surnames, first names, and patronymics (if any) of the chairman and secretary of the meeting.

      Footnote. Paragraph 8 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

      9. An extract from the resolution (minutes) of the issuer's body shall be signed by the secretary of the meeting.

      10. Documents consisting of several sheets shall be submitted numbered, stitched and signed by the head of the executive body (a person acting as the sole executive body) of the issuer or a person authorized to sign (with a copy of the supporting document) on the back of the last sheet, partially over the label attached to the firmware unit, indicating the number of stitched sheets.

      11. Copies of documents are certified by the signature of the head of the executive body (the person solely performing the functions of the executive body) of the issuer or a person authorized to sign (with a copy of the supporting document).

      Footnote. Paragraph 11 as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      12. If the issuer has no consolidated financial statements as of the end of the last quarter before submission of documents for state registration of bonds (bond program) issue in the period from January 1 to April 1 of the current year, the issuer shall submit to the authorized body separate financial statements as of that date.

      The annual financial statements submitted by the issuer shall consist of the balance sheet, income statement, cash flow statement, statement of changes in equity and explanatory note.

      The interim financial statements presented by the issuer shall consist of the balance sheet and income statement.

      13. It shall be allowed to submit in English financial statements submitted by the issuer - non-resident of the Republic of Kazakhstan or international financial organization to the authorized body for state registration of bonds issue (bond program).

  Annex 1
to the Requirements for documents
state registration of the issue of non-
government bonds (bond program),
registration of changes and (or)
additions to the prospectus for the
issue of non-government bonds
(prospectus of the bond program), a
private memorandum, consideration of
notification of the results of the
redemption of non-government bonds

Structure of a private memorandum

Name of the document: "Private memorandum"

      Footnote. The requirements are supplemented by the Annex in accordance with the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market No. 16 dated February 9, 2021 (shall come into effect ten calendar days after the day of its first official publication); as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

      Note: "The state registration of the issue of non-government bonds by the authorized body shall not mean the provision of any recommendations to investors regarding the purchase of non-government bonds described in the private memorandum, and shall not confirm the accuracy of the information contained in this document.

      The issuer's officials confirm that all information presented in it is reliable and shall not mislead investors regarding the issuer and its placed non-government bonds".

      1. Full and abbreviated name of the issuer in Kazakh, Russian and English languages (if any).

      2. Business identification number of the issuer.

      3. Information about the issue of bonds:

      1) the type of bonds, the number of bonds and the total volume of bonds issued;

      2) nominal value of one bond (if the nominal value of one bond is an indexed value, then the procedure for calculating the nominal value of one bond shall be additionally indicated);

      3) the currency of the nominal value of the bond, payment on the principal debt and (or) accrued interest on bonds;

      4) the rate of the basic interest on bonds and additional interest if any.

      In the case of payment of additional interest, the procedure for determining the amount of additional interest on bonds shall be reflected, indicating sources of information about events, the occurrence or non-occurrence of which determines the receipt of additional interest on bonds.

      In the case of payment of remuneration and nominal value upon redemption of bonds with other property rights, a description of these rights, methods for ensuring their safety, the procedure for valuation and persons authorized to evaluate these rights, as well as the procedure for the transfer of these rights, shall be provided;

      5) the procedure and conditions for paying interest on bonds, indicating the frequency of payment of interest and (or) the date of payment of interest and the method of receiving interest;

      6) date of commencement and term of circulation of bonds;

      7) date and method of bond redemption.

      4. Information about the property of the issuer, which shall be full or partial collateral for obligations under the issued bonds:

      1) description of the collateral for the issued bonds, indicating the value of this property;

      2) percentage ratio of the value of collateral to the total volume of bonds issue;

      3) procedure of recovering pledge.

      5. Details of the bank that provided the guarantee, indicating its name, location, details of the guarantee agreement, and terms and conditions of the guarantee (if the bonds are secured by a bank guarantee).

      6. Purpose of using the money received from the placement of bonds.

      The specific purposes of using the money that the issuer will receive from the placement of bonds shall be indicated.

      In the case of issuing "green" bonds, the information shall be indicated on the compliance of the intended use of the money received from the placement of bonds, the classification of "green" projects to be financed through "green" bonds and "green" loans, approved by the Government of the Republic of Kazakhstan, and (or) internationally recognized principles and standards in the field of ecology and (or) "green" financing.

      In the case of issuing social bonds (bonds issued to raise money to finance the implementation of social projects), a brief description of the relevant project aimed at the implementation of social objectives, which will be financed by the money received from the placement of these bonds, as well as information on compliance this project to internationally recognized principles and standards in the field of sustainable development.

      In the case of issuing sustainability bonds (bonds issued to raise money to finance or refinance a combination of green and social projects), a brief description of the relevant sustainability project that will be funded by the proceeds of these bonds, as well as information on the compliance of this project with internationally recognized principles and standards in the field of sustainable development shall be provided.

      In the case of the issuance of "green", social bonds and bonds of sustainable development, the following shall be additionally indicated:

      sources of information on which the issuer will disclose information on the progress of the project, for the financing of which the money received from the placement of these bonds was used;

      measures to be taken by the issuer if the project financed by the money received from the placement of these bonds ceases to comply with the classification of "green" projects to be financed through "green" bonds and "green" loans, approved by the Government of the Republic of Kazakhstan, and (or) internationally recognized principles and standards in the field of ecology and (or) green finance and (or) sustainable development.

      In the case of an issue of bonds related to sustainable development (bonds, the characteristics of which change depending on the achievement of the issuer's predetermined sustainability goals), the following shall be described:

      indicators used to assess the achievement of the issuer's predetermined sustainable development goals;

      methodology for calculating these indicators;

      sources of information on which the issuer will disclose information on the fulfilment of the indicators set by him.

      In the case of issuing investment bonds, the money from the placement of which is used to finance the project, and a brief description of this project shall be given.

      7. Rights granted to a bondholder.

      8. Measures to be taken by the issuer in the event of a default on the bonds, including procedures for protecting the rights of bondholders in case of non-fulfilment or improper fulfilment of obligations to pay interest on bonds, including the procedure and conditions for restructuring obligations.

  Annex 2
to the Requirements for documents for
state registration of the issue of non-
government bonds (bond program),
registration of changes and (or)
additions to the prospectus for the
issue of non-government bonds
(prospectus of the bond program), a
private memorandum, consideration of
notification of the results of the
redemption of non-government bonds

Structure of information on the issue of bonds with a maturity of not more than 12 (twelve) months

      Footnote. The requirements are supplemented by Annex 2 in accordance with the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect calendar days after the day of its first official publication).

      1. Full and abbreviated name of the issuer in Kazakh, Russian and English languages (if any).

      2. Business identification number of the issuer.

      3. Date of adoption by the authorized body of the issuer of the decision to issue bonds with a circulation period of not more than 12 (twelve) months.

      4. Information about the issue of bonds:

      1) the type of bonds, the number of bonds and the total volume of bonds issued;

      2) the nominal value of one bond, indicating the currency in which the nominal value is expressed;

      3) date of commencement and term of circulation of bonds;

      4) interest rate on bonds;

      5) terms of payment of interest on bonds;

      6) date of redemption of bonds.

  Appendix 3
to Resolution № 248 of the Board
of Directors of the National Bank
of the Republic of Kazakhstan
of 29 October 2018

List of documents for cancelling the issue of non-state bonds and requirements thereto

      1. This List of documents for cancellation of issue of non-state bonds and requirements thereto (hereinafter referred to as - the List) are developed according to the Law of the Republic of Kazakhstan from July 2, 2003 "On Securities Market" and defines the list of documents for cancellation of the issue of non-state bonds (hereinafter referred to as the - bonds) and requirements to the specified documents.

      2. To cancel the issue of bonds, the issuer shall submit to the authorized body for regulation, control and supervision of the financial market and financial organizations (hereinafter referred to as the Authorized body) the following documents on paper:

      1) an application for the cancellation of the bond issue, indicating the grounds for the cancellation of the bonds, signed by the head of the executive body (the person solely performing the functions of the executive body) of the issuer or a person authorized to sign (with a copy of the supporting document);

      2) a copy of the decision of the issuer's body that decided to cancel the bond issue;

      3) originals of the certificate of state registration of the bond issue (bond issue within the bond program), bond issue prospectus (bond issue prospectus within the bond program), changes and (or) additions to the bond issue prospectus (bond issue prospectus within the bond program) (if they are received on paper) (except for the case of cancellation of the issue of bonds subject to private placement);

      4) originals of the certificate of state registration of the bond issue (bond issue within the bond program), changes and (or) additions to the private memorandum) (if received on paper) (in case of cancellation of the bond issue subject to private placement);

      5) notification of the central depository about the absence of bondholders as of the date of the decision of the issuer's body to cancel the issue of bonds (if not a single bond of this issue was placed or all bonds of this issue were redeemed by the issuer on the secondary securities market);

      6) a copy of the issuer's restructuring plan approved by the court (in the case of restructuring financial organizations, as well as organizations that are part of a banking conglomerate as a parent organization and are not a financial organization);

      7) copies of the court decision on the forced liquidation of the issuer and the liquidation balance sheet approved by the court (in the event of the forced liquidation of the issuer).

      To cancel the issue of bonds upon the expiration of their circulation period, the issuer shall submit to the authorized body the document specified in subparagraph 1) of paragraph 2 of the List.

      Footnote. Paragraph 2 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 9, 2021 No. 16 (shall come into effect ten calendar days after the day of its first official publication).

      3. If the issuer loses the original documents issued by the authorized body, the issuer shall not submit the documents required in compliance to subparagraph 3) of paragraph 2 of the List, provided that information on the invalidity of the lost documents is published in the media and information on this shall be submitted to the authorized body.

      4. Documents consisting of several sheets shall be submitted numbered, stitched and signed by the head of the executive body (a person acting as the sole executive body) of the issuer or a person authorized to sign (with a copy of the supporting document) on the back of the last sheet, partially on top of the label attached to the stitching unit, indicating the number of stitched sheets.

      5. Copies of documents are certified by the signature of the head of the executive body (the person solely performing the functions of the executive body) of the issuer or a person authorized to sign (with a copy of the supporting document).

      Footnote. Paragraph 5 as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      6. If the issuer loses the original certificate of cancellation of the bond issue, issued by the authorized body in the event of cancellation of the bond issue, the issuer, if it needs to receive a duplicate certificate of cancellation of the bond issue, shall apply to the authorized body for the issue of a duplicate certificate of cancellation of the bond issue.

      The authorized body shall issue the issuer with a duplicate of the certificate of cancellation of the bond issue when the issuer submits an application in any form, indicating the information on the name of the mass media and the date of publication of the message on the invalidity of the lost document.

      The Authorized Body shall issue to the Issuer a duplicate of the certificate on cancellation of the bonds issue within 10 (ten) working days after the date of receipt of the application.

  Appendix 4
to resolution № 248 of the Board
of Directors of the National Bank
of the Republic of Kazakhstan
of 29 October 2018

Rules for preparation and registration of the prospectus of issue of non-government bonds
(the prospectus of the bond program), amendments and (or) additions to the prospectus of issue
of non-government bonds (the prospectus of the bond program), notification on the results of
redemption of non-government bonds

Chapter 1. General provisions

      1. These Rules for preparation and registration of the prospectus of issue of non-state bonds (the prospectus of the bond program), changes and (or) additions to the prospectus of issue of non-state bonds (the prospectus of the bond program), notices on the results of repayment of non-state bonds (hereinafter referred to as the - Rules) are developed according to the Law of the Republic of Kazakhstan from July 2, 2003 "On Securities Market". (hereinafter referred to as the Law on Securities Market) and determine the procedure for drawing up and execution of the prospectus for the issue of non-state bonds (hereinafter referred to as the "bonds") (the "bond program prospectus"), amendments and (or) additions to the prospectus for the issue of bonds (the "bond program prospectus"), notifications on the results of bonds redemption.

      2. A bond issue prospectus (bond program prospectus) shall be drawn up and executed in accordance with the structure of the bond issue prospectus (bond program prospectus) in accordance with Annex 1 to the Rules.

      The prospectus for the issue of bonds within the bond program shall be compiled and executed in accordance with the structure of the prospectus for the issue of bonds within the bond program in accordance with Annex 2 to the Rules.

      The bond issue prospectus (bond program prospectus) of an issuer - a non-resident of the Republic of Kazakhstan shall be drawn up and executed in accordance with the structure of the bond issue prospectus (bond program prospectus) of an issuer - a non-resident of the Republic of Kazakhstan in accordance with Annex 3 to the Rules.

      The bond issue prospectus (bond program prospectus, bond issue prospectus within the bond program) of an international financial organization shall be drawn up and executed in accordance with the structure of the bond issue prospectus (bond program prospectus, bond issue prospectus within the bond program) of an international financial organization in accordance with internal documents of the international financial organization.

      Footnote. Paragraph 2 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

      3. Information in the bond issue prospectus (bond issue prospectus, bond issue prospectus within the framework of the bond issue program) shall be provided as of the date of the last working day of the month preceding the date of submission of documents to the authorized body on regulation, control and supervision of the financial market and financial organizations (hereinafter referred to as the authorized body), except for information on the financial condition of the issuer, which is specified in compliance to the financial statements.

      4. In the event of reorganization of the issuer by transformation made less than 1 (one) completed fiscal year prior to the submission by the issuer to the authorized body of documents for the state registration of the issue of bonds (bond program), the prospectus of the issue of bonds (prospectus of the bond program, the prospectus of the issue of bonds within the bond program) shall contain the information for 2 (two) completed fiscal years preceding the date of registration of the newly emerged as a result of the transformation of the legal entity, with the attachment of financial statements of a legal entity, the successor of which is the issuer.

      5. With the prospectus of the issuance of bonds (prospectus of the bond program), the special financial company submits an audit report of the originator for the last year, an agreement on the assignment of rights of claim for this securitization transaction concluded between the originator and the special financial company.

      Footnote. Paragraph 5 as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      6. The title page of the bond issue prospectus (bond program prospectus, bond issue prospectus within the bond program) shall contain:

      1) name of the document: "Prospectus for the issue of non-government bonds" or "Prospectus for the bond program" or "Prospectus for the issue of non-government bonds within the bond program";

      2) volume of the bond program (in case of state registration of the bond program);

      3) full and abbreviated name of the issuer;

      4) entry:

      "State registration of the issue of non-government bonds (bond program, issue of non-government bonds within the bond program) by the authorized body does not mean providing any recommendations to investors regarding the purchase of non-government bonds described in the prospectus and does not confirm the accuracy of the information contained in this document.

      The issuer's officials confirm that all information provided in it is reliable and shall not mislead investors regarding the issuer and its placed non-government bonds.

      During the circulation period of non-government bonds, the issuer shall ensure the disclosure of information on the securities market on the Internet resource of the financial reporting depository in accordance with the requirements of the legislation of the Republic of Kazakhstan on the securities market.

      Footnote. Paragraph 6 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

      7. The prospectus of the issuance of bonds (prospectus of the bond program, prospectus of the bond issue within the bond program) is submitted by the issuer to the authorized body in electronic form.

      Footnote. Paragraph 7 as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      8. Prospectus of the issuance of bonds (prospectus of the bond program, prospectus of the issuance of bonds within the bond program) shall be drawn up in the Kazakh and Russian languages.

      Prospectus of the issuance of bonds (prospectus of the bond program, prospectus of the bond program within the bond program) in case of the issuance of bonds, the par value of which is expressed in foreign currency, is drawn up in the Kazakh, Russian and English languages.

      Footnote. Paragraph 8 as amended by the resolution of the Board of the National Bank of the Republic of Kazakhstan dated 26.11.2019 No. 213 (shall be enforced upon expiry of ten calendar days after the day of its first official publication).

      9. The title page of amendments and (or) additions to the Prospectus of issue of non-state bonds (Prospectus of the bond program, Prospectus of issue of non-state bonds within the limits of the bond program) shall contain:

      1) the name of the document: "Amendments and (or) additions to the Prospectus of Issue of Non-State Bonds" or "Amendments and (or) Additions to the Prospectus of the Bond Program" or "Amendments and (or) additions to the Prospectus of Issue of Non-State Bonds within the Limits of the Bond Program";

      2) full and short name of the issuer;

      3) entry:

      "Officials of the Issuer shall confirm that all information provided in these changes and (or) additions to the prospectus of issue of non-state bonds (bond program, issue of non-state bonds within the framework of the bond program) is reliable and not misleading to investors regarding the Issuer and its placed bonds.

      10. When making changes and (or) additions to the prospectus of the bonds issue (the prospectus of the bond program, the prospectus of the bonds issue within the framework of the bond program), the relevant paragraphs of the prospectus of the bonds issue (the prospectus of the bond program, the prospectus of the bonds issue within the framework of the bond program) shall be set forth in a new version.

      11. Changes and (or) additions to the bond issue prospectus (bond program prospectus, bond issue prospectus within the framework of the bond program) in hard copy, submitted by the issuer to the authorized body, shall be signed by the head of the executive body (the person performing the functions of the executive body) of the issuer or the person authorized to sign (with the submission of a copy of the supporting document).

      12. Amendments and (or) additions to the prospectus of the bonds issue (the prospectus of the bond program, the prospectus of the bonds issue within the framework of the bond program) shall be made in 2 (two) copies in the Kazakh and Russian languages in hard copy. The prospectus of the bonds issue (the prospectus of the bond program, the prospectus of the bonds issue within the limits of the bond program) taking into account the changes and (or) additions, made in the Kazakh and Russian languages, shall be submitted in the form of an electronic copy in *pdf format.

      Changes and (or) additions to the prospectus of the bonds issue (the prospectus of the bond program, the prospectus of the bonds issue within the framework of the bond program) (in Kazakh and Russian) in hard copy shall be submitted numbered, stitched and signed by the head of the executive body (the person performing the functions of the executive body alone) of the issuer or the person authorized to sign (with the submission of a copy of the supporting document) on the back of the last sheet, partially over the label, glued to the node.

      13. Notification on the results of redemption of bonds shall be made in any form, shall contain the information specified in paragraph 2 of Article 32 of the Securities Market Law, shall be signed by the head of the executive body (a person who solely performs the functions of the executive body) of the issuer (payment agent) or a person authorized to sign (with the submission of a copy of the supporting document), and shall be submitted to the authorized body in one hard copy.

  Annex 1
to the Rules for the preparation and
execution of the prospectus for the
issue of non-government bonds
(prospectus of the bond program),
changes and (or) additions to the
prospectus for the issue of non-
government bonds (prospectus of the
bond program), notification of the
results of the redemption of non-
government bonds

The structure of the bond issue prospectus (bond program prospectus)

      Footnote. Annex 1 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

Chapter 1. Information on the name of the issuer and its location

      1. Information about the issuer in accordance with the constituent documents:

      1) date of primary state registration of the issuer;

      2) the date of state re-registration of the issuer (if re-registration was carried out);

      3) full and abbreviated name of the issuer in Kazakh, Russian and English (if any) languages;

      4) if the name of the issuer is changed, all its previous full and abbreviated names, as well as the dates when they were changed, shall be indicated;

      5) if the issuer was created as a result of the reorganization of a legal entity (legal entities), then information on succession concerning the reorganized legal entities and (or) the issuer shall be indicated;

      6) if there are branches and representative offices of the issuer, their names, dates of registration (re-registration), locations and postal addresses of all branches and representative offices of the issuer shall be indicated in accordance with the certificate of registration of branches (representative offices) of legal entities;

      7) business identification number of the issuer;

      8) Legal Entity Identifier code (Legal Entity Identifier) in accordance with the international standard ISO 17442 "Financial services - Legal Entity Identifier" (LEI) (Financial services - Legal Entity Identifier) (if any).

      2. The location of the issuer in accordance with the certificate of state registration (re-registration) of the legal entity, indicating the contact phone numbers, fax and e-mail address, as well as the actual address if the actual address of the issuer differs from the location of the issuer specified in the certificate of state registration (re-registration) of a legal entity.

Chapter 2. Information about issuance securities, methods of their payment and receipt of income on them

      3. Information about the issue of bonds:

      1) type of bonds;

      2) the nominal value of one bond (if the nominal value of one bond is an indexed value, then the procedure for calculating the nominal value of one bond is additionally indicated);

      3) number of bonds;

      4) total volume of bonds issue;

      5) the currency of the nominal value of the bond, the currency of payment on the principal debt and (or) accrued interest on bonds.

      4. Method of payment for placed bonds.

      5. Earning income from bonds:

      1) the rate of the basic interest on bonds and additional interest if any.

      In case of payment of additional interest, the procedure for determining the amount of additional interest on bonds is reflected, indicating the sources of information about events, the occurrence or non-occurrence of which determines the receipt of additional interest on bonds;

      2) frequency of payment of interest and (or) dates of payment of interest on bonds;

      3) the date from which the accrual of interest on bonds begins;

      4) the procedure and conditions for paying interest on bonds, the method of receiving interest on bonds;

      5) the period used to calculate the interest on bonds.

      6. When issuing bonds of a special financial company for project financing, the following shall be additionally indicated:

      1) characteristics of monetary claims, conditions and forecasted terms of receipt of money under the rights of claim, which are part of the allocated assets;

      2) the procedure for providing information to bondholders on the change of ownership of property created under the basic agreement, on the introduction of creditors' representatives to the bodies of a special financial company and their powers;

      3) a list of expenses of a special financial company related to servicing a transaction of project financing and investment asset management, carried out at the expense of allocated assets.

      7. When issuing bonds of a special financial company during securitization, the following shall be additionally indicated:

      1) the name and location of the originator, the custodian bank managing the investment portfolio, the special financial company and the person collecting payments on the assigned rights of claim;

      2) the subject of activity, the rights and obligations of the originator in the securitization transaction;

      3) a description of the rights of claim, the conditions, procedure and terms for the receipt of money under the rights of claim, which are part of the allocated assets, and the procedure for monitoring their execution;

      4) the procedure for investing temporarily free proceeds from allocated assets;

      5) expenses related to payment for services under the securitization transaction, and the conditions under which the special financial company has the right to deduct these expenses from the allocated assets;

      6) information on the experience of using securitization by the originator and persons participating in the securitization transaction;

      7) the size, composition and predictive analysis of the growth of the allocated assets that ensure the securitization transaction;

      8) criteria for the homogeneity of claims;

      9) the sequence of redemption of bonds of various issues issued within the bond program.

Chapter 3. Conditions and procedures for placement, circulation, and redemption of issue-grade securities, as well as additional conditions for the redemption of bonds not established by Articles 15 and 18-4 of the Law on the Securities Market

      8. Conditions and procedure for placement of bonds:

      1) date of commencement of placement of bonds;

      2) end date of placement of bonds;

      3) the market where the placement of bonds is planned (organized and (or) unorganized securities market).

      9. Conditions and procedure for circulation of bonds:

      1) date of commencement of circulation of bonds;

      2) end date of bonds circulation;

      3) maturity of bonds;

      4) the market where the circulation of bonds is planned (organized and (or) unorganized securities market).

      10. Conditions and procedure for redemption of bonds:

      1) date of redemption of bonds;

      2) method of repayment of bonds;

      3) if the payment of remuneration and nominal value upon redemption of bonds will be made in accordance with the prospectus for issuing bonds with other property rights, descriptions of these rights, methods of their preservation, the procedure for valuation and persons authorized to evaluate these rights, as well as the procedure for implementing the transfer of these rights are provided.

      12. If there are additional conditions for the redemption of bonds that are not established by Articles 15 and 18-4 of the Law on the Securities Market, the following shall be indicated:

      1) the procedure, and conditions for exercising the right to buy back bonds;

      2) terms for exercising the right to redeem bonds.

Chapter 4. Covenants (restrictions), if any

      12. If additional covenants (restrictions) not provided for by the Law on the Securities Market are established, the following shall be indicated:

      1) description of covenants (restrictions) accepted by the issuer and not provided for on the securities market;

      2) the procedure for the issuer's actions in case of violation of covenants (restrictions);

      3) the procedure for actions of bondholders in case of violation of covenants.

Chapter 5. Conditions, terms and procedures for converting emissive securities (when issuing convertible securities)

      13. When issuing convertible bonds, the following information shall be additionally indicated:

      1) the type, number and procedure for determining the placement price of shares into which bonds will be converted, rights under such shares;

      2) the procedure and conditions for converting bonds (if a bond issue is fully converted, it is indicated that the bond issue is subject to cancellation within 1 (one) month from the date of completion of the conversion, if the bond issue is not fully converted, it shall be indicated that the repurchased bonds of this issue are not subject to further placement, but are redeemed at the end of the circulation period).

      A bank classified as an insolvent bank, on the basis and in the manner prescribed by Article 61-10 of the Law of the Republic of Kazakhstan "On Banks and Banking Activities in the Republic of Kazakhstan" (hereinafter referred to as the Law on Banks), shall indicate the conditions for converting bonds into shares in accordance with the decision authorized body.

Chapter 6. Information about the property of the bond issuer, which is full or partial security for obligations under issued bonds, indicating the value of this property (for secured bonds)

      14. Information about the property of the issuer, which is full or partial collateral for obligations under the issued bonds:

      1) a description of the collateral for the issued bonds, indicating the value of this property;

      2) percentage ratio of the value of collateral to the total volume of bonds issue;

      3) the procedure for foreclosing the subject of the pledge.

      15. Details of the bank that provided the guarantee, indicating its name, location, details of the guarantee agreement, and terms and conditions of the guarantee (if the bonds are secured by a bank guarantee).

      16. Details of the concession agreement and the Decree of the Government of the Republic of Kazakhstan on the provision of state guarantee - when issuing infrastructure bonds.

Chapter 7. Purpose of using money received from the placement of bonds

      17. Specific purposes for using the money that the issuer will receive from the placement of bonds.

      In the case of issuing "green" bonds, information shall be indicated on the compliance of the intended use of the money received from the placement of bonds, the classification of "green" projects to be financed through "green" bonds and "green" loans, approved by the Government of the Republic of Kazakhstan, and (or) internationally recognized principles and standards in the field of ecology and (or) "green" financing.

      In the case of issuing social bonds (bonds issued to raise money to finance the implementation of social projects), a brief description shall be provided of the relevant project aimed at the implementation of social objectives, which will be financed by the money received from the placement of these bonds, as well as information on compliance this project to internationally recognized principles and standards in the field of sustainable development.

      In the case of a sustainability bond (bonds issued to raise money to finance or refinance a combination of green and social projects), a brief description shall be provided of the relevant sustainability project that will be funded by the proceeds of these bonds, as well as information on the compliance of this project with internationally recognized principles and standards in the field of sustainable development.

      In the case of the issuance of "green", social bonds and bonds of sustainable development, the following shall be additionally indicated:

      sources of information on which the issuer will disclose information on the progress of the project, for the financing of which the money received from the placement of these bonds was used;

      measures to be taken by the issuer if the project financed by the money received from the placement of these bonds ceases to comply with the classification of "green" projects to be financed through "green" bonds and "green" loans, approved by the Government of the Republic of Kazakhstan, and (or) internationally recognized principles and standards in the field of ecology and (or) green finance and (or) sustainable development.

      In the case of an issue of bonds related to sustainable development (bonds, the characteristics of which change depending on the achievement of the issuer's predetermined sustainability goals), the following shall be described:

      indicators used to assess the achievement of the issuer's predetermined sustainable development goals;

      methodology for calculating these indicators;

      sources of information on which the issuer will disclose information on the fulfilment of the indicators set by him/her.

      In the case of issuing investment bonds, the money from the placement of which is used to finance the project, and a brief description of this project shall be given.

      18. When issuing bonds, the payment for which will be made by the rights of claim on bonds previously placed by the issuer (excluding bonds redeemed by the issuer), the circulation period of which has expired, the date and number of the state registration of the issue of these bonds, their type and number, as well as the volume of the bond issue shall be additionally indicated, the amount of accumulated and unpaid interest on bonds.

Chapter 8. Information about the founders or major shareholders (participants) owning ten or more percent of the placed (except for those repurchased by the joint-stock company) shares (stakes in the authorized capital) of the issuer

      19. Information about the founders or major shareholders (participants) owning ten or more percent of the placed (except for those repurchased by the joint-stock company) shares (stakes in the authorized capital) of the issuer:

      1) surname, first name, patronymic (if any) of the founder or major shareholder (participant) (for an individual);

      2) full name, location of the founder or major shareholder (participant) (for a legal entity);

      3) the percentage ratio of voting shares or stakes in the authorized capital of the issuer, owned by the founder or major shareholder (participant), to the total number of voting shares or stakes in the charter capital of the issuer;

      4) the date from which the founder or major shareholder (participant) began to own ten or more percent of voting shares or stakes in the authorized capital of the issuer.

Chapter 9. Information about the management body and executive body of the issuer

      20. Information about the management body of the issuer:

      1) surname, name, patronymic (if any) of the chairman and members of the board of directors or the supervisory board (indicating the independent (independent) director(s) in the board of directors);

      2) the date of election of members of the board of directors or the supervisory board and information about their work activities for the last 3 (three) years and at present, in chronological order;

      3) the percentage ratio of the issuer's voting shares owned by each of the members of the issuer's board of directors, or the percentage ratio of the shares in the issuer's charter capital owned by each of the members of the issuer's supervisory board to the total number of voting shares or stakes in the issuer's charter capital;

      4) the percentage ratio of shares (stakes in the authorized capital) owned by each of the members of the board of directors or the supervisory board in the issuer's subsidiaries and affiliates to the total number of outstanding shares (stakes in the authorized capital) of these organizations.

      21. Collegial body or a person solely performing the functions of the issuer's executive body:

      1) surname, first name, patronymic (if any) of the person solely performing the functions of the executive body, or surname, first name, patronymic (if any) of the head and members of the collegial executive body;

      2) the date of the election, indicating the powers of the person who solely performs the functions of the executive body or members of the collegial executive body and information about their work activities for the last 3 (three) years and at present, in chronological order;

      3) the percentage ratio of voting shares or stakes in the authorized capital owned by the person who solely performs the functions of the issuer's executive body, or each of the members of the collegial executive body of the issuer, to the total number of voting shares or stakes in the issuer's charter capital.

      22. If the powers of the issuer's executive body have been transferred to another commercial organization (managing organization), then the following shall be indicated:

      1) full and abbreviated name of the managing organization, its location;

      2) surname, first name, patronymic (if any) of the person who solely performs the functions of the executive body of the managing organization or surname, first name, patronymic (if any) of members of the collegial executive body and members of the board of directors (supervisory board) of the managing organization;

      3) the date of election of the persons listed in subparagraph 2) of this paragraph, and information about their labour activity for the last 2 (two) years, in chronological order;

      4) the percentage ratio of voting shares (stakes in the authorized capital) of the managing organization, owned by the persons listed in subparagraph 2) of this paragraph, to the total number of voting shares (stakes in the authorized capital) of the managing organization;

      5) the percentage ratio of participation shares in the authorized capital owned by the persons listed in subparagraph 2) of this paragraph to the total number of participation shares in the issuer's authorized capital.

      The requirements of this paragraph do not apply to joint-stock companies.

Chapter 10. Indicators of financial, economic and business activities of the issuer with an indication of the main types of activities of the issuer

      23. Types of activity of the issuer:

      1) main activity;

      2) a brief description of the types of activities of the issuer, indicating the types of activities that are seasonal and their share in the total income of the issuer;

      3) information about organizations that are competitors of the issuer;

      4) factors that positively and negatively affect the profitability of sales (works, services) for the main types of activities of the issuer;

      5) information on licenses (patents) held by the issuer and the period of their validity, research and development costs, including research developments sponsored by the issuer;

      6) the share of imports in raw materials (works, services) supplied (rendered) to the issuer and the share of products (works, services) sold (rendered) by the issuer for export in the total volume of products sold (works, services rendered);

      7) information on the issuer's participation in litigations related to the risk of termination or change in the issuer's activities, collection of monetary and other obligations from him in the amount of 10 (ten) or more percent of the total assets of the issuer, indicating the essence of litigations with his participation;

      8) other risk factors affecting the activity of the issuer.

      24. Information about consumers and suppliers of goods (works, services) of the issuer, the volume of trade with which (works, services rendered) is 10 (ten) or more percent of the total cost of goods (works, services) produced or consumed by it.

      25. The issuer's assets amounting to 10 (ten) or more percent of the total volume of the issuer's assets, indicating the corresponding book value of each asset.

      26. Accounts receivable in the amount of 10 (ten) or more percent of the book value of the issuer's assets:

      1) the name of the issuer's debtors, whose debt to the issuer is 10 (ten) or more percent of the balance sheet value of the issuer's assets;

      2) the relevant amounts to be repaid (within the next 12 (twelve) months divided quarterly, the rest of the amounts are shown disaggregated by years, indicating the date of repayment) and the terms of its repayment.

      27. Accounts payable of the issuer, amounting to 10 (ten) or more percent of the book value of the issuer's liabilities:

      1) the name of the issuer's creditors;

      2) the relevant amounts to be repaid (within the next 12 (twelve) months divided quarterly, the rest of the amounts are shown disaggregated by years, indicating the date of repayment) and the terms of its repayment.

      28. The amount of the issuer's leverage.

      The amount of the issuer's leverage shall be indicated as of the last day of each of the last two completed financial years, as well as of the end of the last quarter before submitting documents for state registration of a bond issue or bond program, or if the issuer's financial statements shall be submitted based on the results of the penultimate quarter before submitting documents for state registration of a bond issue or bond program - as of the end of the penultimate quarter before submitting documents for state registration of a bond issue or bond program.

      29. Net cash flows from the activities of the issuer for the last two completed financial years, calculated based on its financial statements, confirmed by the auditor's report.

      30. Information on all registered issues of the issuer's debt securities (except for redeemed and cancelled bond issues) before the date of the decision on this issue of bonds:

      the total number, type and nominal value of debt securities of each issue, the date of state registration of each issue of debt securities, the number of placed debt securities for each issue, as well as the total amount of money raised during the placement of debt securities, the amount of accrued and paid interest on each issue of debt securities, the number of repurchased debt securities, indicating the date of their repurchase;

      information on the facts of non-fulfilment by the issuer of its obligations to holders of securities (non-payment (delay in payment) of interest on bonds), including information on the number of unfulfilled obligations and the period of delay in their fulfilment, the amount of accrued but not paid interest on securities (separately by types and releases);

      if the placement or circulation of non-government securities of any issue of securities was suspended (resumed), the state body that made such decisions, the basis and date of their adoption are indicated;

      the markets on which the issuer's securities are traded, including the names of the trade organizers;

      the rights represented by each type of previously issued bonds in circulation to their holders, including the rights exercised in case of violation of restrictions (covenants) and provided for by securities purchase and sale agreements, concluded with holders, indicating the procedure for exercising these rights of holders.

Chapter 11. Additional information about the issuer and the equity securities it places

      31. Rights granted to a bondholder:

      1) the right to receive from the issuer, within the period specified in the bond issue prospectus, the nominal value of the bond or to receive another property equivalent, as well as the right to receive a fixed percentage of the bond nominal value or other property rights established by the bond issue prospectus;

      2) the right to demand redemption by the issuer of bonds, indicating the conditions, procedure and terms for exercising this right, including in case of violation of covenants (restrictions) provided for by the bond issue prospectus;

      3) other rights.

      32. Information about events, upon the occurrence of which there is a possibility of declaring default on the issuer's bonds:

      1) a list of events upon the occurrence of which there is a possibility of declaring a default on the issuer's bonds;

      2) measures to be taken by the issuer in the event of a default on the bonds, including procedures for protecting the rights of bondholders in case of non-fulfilment or improper fulfilment of obligations to pay interest on bonds, including the procedure and conditions for restructuring obligations;

      3) the procedure, term and methods for bringing to the attention of bondholders the information about the facts of default, including information about (on) the amount of defaulted obligations, the reason for defaulting on obligations, listing possible actions of bondholders to satisfy their claims, the procedure for applying bondholders with a claim to the issuer, persons bearing joint and several or subsidiary liability for the obligations of the issuer in case of non-fulfilment or improper fulfilment by the issuer of obligations under the bonds;

      4) the date and number of the agreement with persons bearing joint and several or subsidiary liability for the obligations of the issuer in the event of non-fulfilment or improper fulfilment by the issuer of obligations under the bonds, the full name of these persons, as well as the date of their state registration (if any).

      33. Forecast of the sources and flows of the issuer's funds necessary for the payment of interest and repayment of the amount of the principal debt in the context of each period of interest payment until the bonds are redeemed.

      34. Risks associated with the acquisition of bonds placed by the issuer:

      1) industry risks - describes the impact of a possible deterioration in the situation in the issuer's industry on its activities and fulfilment of its obligations under securities. The most significant, in the opinion of the issuer, possible changes in the industry are given (separately in the domestic and foreign markets).

      The risks associated with a possible change in prices for raw materials, services used by the issuer in its activities (separately in the domestic and foreign markets), and their impact on the activity of the issuer and the fulfilment of obligations under securities are described separately.

      Separately describe the risks associated with a possible change in prices for products and (or) services of the issuer (separately in the domestic and foreign markets) and their impact on the activities of the issuer and the fulfilment of obligations under securities;

      2) financial risks - describes the exposure of the issuer's financial condition to risks associated with adverse changes in interest rates, foreign exchange rates, as well as market prices for securities and derivative financial instruments.

      Separately describes the risks associated with the issuer's losses due to the issuer's inability to ensure the fulfilment of its obligations in full, arising from the imbalance of the financial assets and financial obligations of the issuer (including due to untimely fulfilment of financial obligations by one or more counterparties of the issuer) and (or) the emergence of an unforeseen need for the immediate and one-time fulfilment by the issuer of its financial obligations.

      It shall be indicated which of the indicators of the issuer's financial statements are most subject to change as a result of the influence of financial risks, the probability of their occurrence and the nature of changes in the statements;

      3) legal risk - describes the risk that the issuer will experience losses due to:

      changes in the currency, tax, and customs legislation of the Republic of Kazakhstan;

      requirements for licensing the issuer's core business;

      non-compliance by the issuer with the requirements of the civil legislation of the Republic of Kazakhstan and the terms of the concluded agreements;

      committed legal errors in the course of activities (obtaining incorrect legal advice or incorrect preparation of documents, including when considering contentious issues in the judiciary);

      4) risk of loss of business reputation (reputational risk) - describes the risk of the issuer's losses as a result of a decrease in the number of customers (counterparties) due to the formation of a negative perception of the financial stability, financial position of the issuer, the quality of its products (works, services) or the nature of its activities in general;

      5) strategic risk - describes the risk of the issuer's losses as a result of errors (shortcomings) made when making decisions that determine the strategy of the issuer's activities and development (strategic management) and are expressed in neglect or insufficient consideration of possible dangers that may threaten the issuer's activities, incorrect or insufficiently substantiated determination of promising areas of activity in which the issuer can achieve an advantage over competitors, the absence or incomplete provision of the necessary resources (financial, logistical, human) and organizational measures (management decisions) that should ensure the achievement of the issuer's strategic goals;

      6) risks associated with the activities of the issuer - describes the risks inherent exclusively in the activities of the issuer or associated with the main financial and economic activities, including risks associated with:

      the inability to extend the issuer's license to conduct a certain type of activity or to use objects whose circulation is limited (including natural resources);

      possible liability of the issuer for the debts of third parties, including the issuer's subsidiaries;

      the possibility of losing consumers whose turnover accounts for at least 10 (ten) percent of the total proceeds from the sale of the issuer's products (works, services);

      7) country risk - describes the risk of the issuer's losses as a result of non-fulfilment of obligations by foreign counterparties (legal entities, individuals) due to economic, political, and social changes, as well as since the currency of the monetary obligation may not be available to the counterparty due to the peculiarities the legislation of the country of his/her residence (regardless of the financial position of the counterparty itself);

      8) operational risk - describes the risk of expenses (losses) as a result of deficiencies or errors in the implementation of internal processes made by the issuer's employees, improper functioning of information systems and technologies, as well as due to external events;

      9) environmental risks - describes the risks associated with climatic and environmental factors that can affect the activity of the issuer.

      35. Information about industrial, banking, financial groups, holdings, concerns, associations, and consortiums in which the issuer participates:

      1) indicate industrial, banking, financial groups, holdings, concerns, associations, consortiums in which the issuer participates, the role (place), functions and period of participation of the issuer in these organizations;

      2) if the results of the financial and economic activities of the issuer are significantly dependent on other members of industrial, banking, financial groups, holdings, concerns, associations, and consortiums, a detailed description of the nature of such dependence is given.

      36. If the issuer has subsidiaries and (or) dependent legal entities, the following information is indicated for each such legal entity:

      1) full and abbreviated name, business identification number (if any), location;

      2) grounds for recognizing a legal entity as a subsidiary and (or) dependent concerning the issuer;

      3) the amount of the issuer's share in the authorized capital of the subsidiary and (or) dependent legal entity, and in the case when the subsidiary and (or) dependent legal entity is a joint-stock company - the share of the voting shares of such a joint-stock company owned by the issuer.

      37. Information on organizations in which the issuer owns ten or more percent of the authorized capital (except for legal entities specified in paragraph 36 of this Annex), indicating for each such organization:

      the full and abbreviated name, business identification number (if any), location;

      the issuer's shares in the authorized capital, and the case when such an organization is a joint-stock company - the shares of the voting shares of such a joint-stock company owned by the issuer.

      38. Information about the issuer's credit ratings:

      1) the object of assigning a credit rating (the issuer, the issuer's securities);

      the value of the credit rating as of the date preceding the date of submission of documents to the authorized body for the registration of the bond issue (bond program);

      the full and abbreviated name, location of the organization that assigned the credit rating;

      other information about the credit rating, indicated by the issuer at its discretion;

      2) if the object to which the credit rating is assigned is the issuer's securities, the international identification number (ISIN code) and the date of its assignment, as well as the name of the rating agency that assigned the credit rating, are additionally indicated.

      39. Information about the representative of the holders of the issuer's bonds (in the case of the issue of secured, infrastructure or mortgage bonds):

      1) full and abbreviated name of the bondholders' representative;

      2) location, contact phone numbers of the bondholders' representative;

      3) date and number of the issuer's agreement with the bondholders' representative.

      40. Information about the issuer's paying agent (if any):

      1) full name of the paying agent;

      2) location, contact phone numbers, details of the paying agent and all its branches that will pay income (nominal value of bonds) on securities;

      3) date and number of the issuer's agreement with the paying agent.

      41. Information about the issuer's consultants (if, in accordance with the Law on the Securities Market, an obligation is established to agree on the provision of consulting services on the issues of inclusion and placement of emissive securities in the official list of the stock exchange):

      1) full and abbreviated name of the person providing consulting services on the issues of inclusion and placement of the issuer's securities in the official list of the stock exchange;

      2) location, contact phone numbers of the person providing consulting services on the issues of inclusion and location of the issuer's securities in the official list of the stock exchange;

      3) the date and number of the issuer's agreement with the person providing consulting services on the issues of listing and listing the issuer's securities in the official list of the stock exchange.

      Information about other consultants of the issuer is indicated in this paragraph if, in the opinion of the issuer, the disclosure of such information is essential for deciding to purchase the issuer's securities.

      42. Information about the audit organization of the issuer:

      1) the full official name of the audit organizations (surname, first name, patronymic (if any) of the auditor) that carried out (carry out) the audit of the issuer's financial statements for the last 2 (two) completed financial years, indicating their affiliation with the relevant accredited professional audit organizations;

      2) telephone and fax numbers, e-mail address (if any).

      43. Affiliated persons of the issuer, not specified in paragraphs 19, 20, 21 and 22 of this Annex, but in accordance with the laws of the Republic of Kazakhstan "On Limited and Additional Liability Partnerships" and "On Joint Stock Companies" affiliated persons of the issuer:

      1) for an individual - the surname, name, patronymic (if any) of the issuer's affiliate;

      2) for a legal entity - the full name, location and surname, first name, and patronymic (if any) of the first head of the issuer's affiliate.

      If this legal entity is established in the organizational legal form of a limited liability partnership, information about its participants owning ten or more percent of the shares in the authorized capital of this legal entity is additionally indicated, indicating the share of participation:

      for an individual - surname, first name, patronymic (if any);

      for a legal entity - full name, location;

      3) the basis for referring them to the issuer's affiliates and the date from which the affiliation with the issuer appeared.

      Concerning an affiliated person of the issuer, which is a legal entity in which the issuer owns ten or more percent of shares or stakes in the authorized capital of this legal entity, the following shall be additionally indicated:

      full name, location and surname, name, patronymic (if any) of the first head of the legal entity in which the issuer owns ten or more percent of shares or shares in the authorized capital;

      the percentage ratio of shares or participation interests in the authorized capital owned by the issuer to the total number of outstanding shares or participation interests in the authorized capital of this legal entity;

      the main activities of the legal entity in which the issuer owns ten or more percent of the shares or shares in the authorized capital of this legal entity;

      the date from which the issuer began to own ten or more percent of the shares or shares in the authorized capital of this legal entity;

      if a legal entity is established in the organizational legal form of a limited liability partnership, information on its other participants owning ten or more percent of the shares in the authorized capital of this legal entity is indicated, indicating the share of participation:

      for an individual - surname, first name, patronymic (if any);

      for a legal entity - full name, location.

      When issuing bonds by a special financial company, information is disclosed on the affiliation of the parties to the securitization transaction, indicating the grounds for recognizing affiliation and the date of its occurrence.

      If information about the issuer's affiliates was posted on the Internet resource of the financial reporting depository before the date of submission of documents for state registration of the bond issue (bond program), then this item is not filled in by the issuer.

      44. The number of the issuer's costs for the issue of bonds and their servicing, as well as information on how these costs will be paid.

      45. Paragraphs 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 31, 32, 33, 39, 40, 41 and 44 of this annex shall not be filled in during the state registration of the bond program.

      46. Paragraphs 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43 and 44 of this annex shall not be filled in by the stabilization bank.

      Footnote. Annex 1 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

  Annex 2
to the Rules for the preparation and
execution of the prospectus for the
issue of non-government bonds
(prospectus of the bond program),
changes and (or) additions to the
prospectus for the issue of non-
government bonds (prospectus of the
bond program), notification of the
results of the redemption of non-
government bonds

The structure of the bond issue prospectus within the bond program

      Footnote. Annex 2 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

      1. Information that the issue of bonds is carried out in accordance with the prospectus of the bond program (full name of the issuer in accordance with the certificate of state registration (re-registration) of a legal entity (for an issuer-resident of the Republic of Kazakhstan) or other document confirming registration as a legal entity (for an issuer-non-resident of the Republic of Kazakhstan).

      2. Information about the bond program:

      1) date of state registration of the bond program prospectus;

      2) the volume of the bond program within which the issue is carried out;

      3) information about all previous bond issues within the bond program (separately for each issue within this bond program), including:

      the date of registration of the bond issue with the authorized body for regulation, control and supervision of the financial market and financial organizations (hereinafter referred to as the Authorized body);

      number and type of bonds;

      the volume of an issue at nominal value;

      the number of placed bonds of the issue;

      the total amount of money raised during the placement of bonds;

      the amount of accrued and paid interest on this bond issue;

      the number of redeemed bonds, indicating the date of their redemption;

      information on the facts of non-fulfilment by the issuer of its obligations to bondholders (non-payment (delay in payment) of interest on bonds, including information on the number of unfulfilled obligations and the period of delay in their fulfilment, the amount of accrued but not paid interest on bonds;

      if the placement or circulation of an issue of bonds was suspended (resumed), the state body that made such decisions, the basis and date of their adoption are indicated;

      the markets on which the bonds are traded, including the names of the trade organizers;

      if the bonds are in circulation, the rights represented by the bonds to their holders, including the rights exercised in case of violation of restrictions (covenants) and provided for by the bond purchase and sale agreements concluded with the holders, indicating the procedure for exercising these rights of the holders.

      3. Information about the issue of bonds:

      1) type of bonds;

      2) the nominal value of one bond (if the nominal value of one bond is an indexed value, then the procedure for calculating the nominal value of one bond is additionally indicated);

      3) number of bonds;

      4) total volume of bonds issue;

      5) the currency of the nominal value of the bond, the currency of payment on the principal debt and (or) accrued interest on bonds.

      4. Method of payment for placed bonds.

      5. Bond income:

      1) the rate of the basic interest on bonds and additional interest if any.

      In case of payment of additional interest, the procedure for determining the amount of additional interest on bonds is reflected, indicating the sources of information about events, the occurrence or non-occurrence of which determines the receipt of additional interest on bonds;

      2) frequency of payment of interest and (or) dates of payment of interest on bonds;

      3) the date from which the accrual of interest on bonds begins;

      4) the procedure and conditions for paying interest on bonds, the method of receiving interest on bonds;

      5) the period used to calculate the interest on bonds.

      6. When issuing bonds of a special financial company for project financing, the following shall be additionally indicated:

      1) characteristics of monetary claims, conditions and forecasted terms of receipt of money under the rights of claim, which are part of the allocated assets;

      2) the procedure for providing information to bondholders on the change of ownership of property created under the basic agreement, on the introduction of creditors' representatives to the bodies of a special financial company and their powers;

      3) a list of expenses of a special financial company related to servicing a transaction of project financing and investment asset management, carried out at the expense of allocated assets.

      7. When issuing bonds of a special financial company during securitization, the following shall be additionally indicated:

      1) the name and location of the originator, the custodian bank managing the investment portfolio, the special financial company and the person collecting payments on the assigned rights of claim;

      2) the subject of activity, the rights and obligations of the originator in the securitization transaction;

      3) a description of the rights of claim, the conditions, procedure and terms for the receipt of money under the rights of claim, which are part of the allocated assets, and the procedure for monitoring their execution;

      4) the procedure for investing temporarily free proceeds from allocated assets;

      5) expenses related to payment for services under the securitization transaction, and the conditions under which the special financial company has the right to deduct these expenses from the allocated assets;

      6) information on the experience of using securitization by the originator and persons participating in the securitization transaction;

      7) the size, composition and predictive analysis of the growth of the allocated assets that ensure the securitization transaction;

      8) criteria for the homogeneity of claims;

      9) the sequence of redemption of bonds of various issues issued within the bond program.

      8. Conditions and procedure for placement of bonds:

      1) date of commencement of placement of bonds;

      2) end date of placement of bonds;

      3) the market where the placement of bonds is planned (organized and (or) unorganized securities market).

      9. Conditions and procedure for circulation of bonds:

      1) date of commencement of circulation of bonds;

      2) end date of bonds circulation;

      3) term of circulation;

      4) the market where the circulation of bonds is planned (organized and (or) unorganized securities market).

      10. Conditions and procedure for redemption of bonds:

      1) date of redemption of bonds;

      2) method of repayment of bonds;

      3) if the payment of remuneration and nominal value upon redemption of bonds will be made in accordance with the prospectus for issuing bonds with other property rights, descriptions of these rights, methods of their preservation, the procedure for valuation and persons authorized to evaluate these rights, as well as the procedure for implementing the transfer of these rights shall be provided.

      11. If there are additional conditions for the redemption of bonds that are not established by Articles 15 and 18-4 of the Law on the Securities Market, the following shall be indicated:

      1) the procedure, and conditions for exercising the right to buy back bonds;

      2) terms for exercising the right to redeem bonds.

      12. If additional covenants (restrictions) not provided for by the Law on the Securities Market are established, the following shall be indicated:

      1) a description of the covenants (restrictions) accepted by the issuer and not provided for by the Law on the Securities Market;

      2) the procedure for the issuer's actions in case of violation of covenants (restrictions);

      3) the procedure for actions of bondholders in case of violation of covenants (restrictions).

      13. When issuing convertible bonds, the following information shall be additionally indicated:

      1) the type, number and procedure for determining the placement price of shares into which bonds will be converted, rights under such shares;

      2) the procedure and conditions for converting bonds (if a bond issue is fully converted, it is indicated that the bond issue is subject to cancellation within 1 (one) month from the date of completion of the conversion, if the bond issue is not fully converted, it is indicated that the repurchased bonds of this issue are not subject to further placement, but are redeemed at the end of the circulation period).

      A bank classified as an insolvent bank, on the basis and in the manner prescribed by Article 61-10 of the Banking Law, indicates the conditions for converting bonds into shares in accordance with the decision of the authorized body.

      14. Information about the property of the issuer, which is full or partial collateral for obligations under the issued bonds:

      1) a description of the collateral for the issued bonds, indicating the value of this property;

      2) percentage ratio of the value of collateral to the total volume of bonds issue;

      3) the procedure for foreclosing the subject of the pledge.

      15. Details of the bank that provided the guarantee, indicating its name, location, details of the guarantee agreement, and terms and conditions of the guarantee (if the bonds are secured by a bank guarantee).

      16. Details of the concession agreement and the Decree of the Government of the Republic of Kazakhstan on the provision of state guarantee - when issuing infrastructure bonds.

      17. Purpose of using the money received from the placement of bonds.

      The specific purposes of using the money that the issuer will receive from the placement of bonds shall be indicated.

      In the case of issuing "green" bonds, the information shall be indicated on the compliance of the intended use of the money received from the placement of bonds, the classification of "green" projects to be financed through "green" bonds and "green" loans, approved by the Government of the Republic of Kazakhstan, and (or) internationally recognized principles and standards in the field of ecology and (or) "green" financing.

      In the case of issuing social bonds (bonds issued to raise money to finance the implementation of social projects), a brief description of the relevant project aimed at the implementation of social objectives, which will be financed by the money received from the placement of these bonds, as well as information shall be given on compliance this project to internationally recognized principles and standards in the field of sustainable development.

      In the case of a sustainability bond (bonds issued to raise money to finance or refinance a combination of green and social projects), a brief description of the relevant sustainability project that will be funded by the proceeds of these bonds, as well as information shall be given on the compliance of this project with internationally recognized principles and standards in the field of sustainable development.

      In the case of the issuance of "green", social bonds and bonds of sustainable development, the following shall be additionally indicated:

      sources of information on which the issuer will disclose information on the progress of the project, for the financing of which the money received from the placement of these bonds was used;

      measures to be taken by the issuer if the project financed by the money received from the placement of these bonds ceases to comply with the classification of "green" projects to be financed through "green" bonds and "green" loans, approved by the Government of the Republic of Kazakhstan, and (or) internationally recognized principles and standards in the field of ecology and (or) green finance and (or) sustainable development.

      In the case of an issue of bonds related to sustainable development (bonds, the characteristics of which change depending on the achievement of the issuer's predetermined sustainability goals), the following shall be described:

      indicators used to assess the achievement of the issuer's predetermined sustainable development goals;

      methodology for calculating these indicators;

      sources of information on which the issuer will disclose information on the fulfilment of the indicators set by him/her.

      In the case of issuing investment bonds, the money from the placement of which is used to finance the project, and a brief description of this project shall be given.

      18. When issuing bonds, payment for which will be made by the rights of claim on bonds previously placed by the issuer (excluding bonds redeemed by the issuer), the circulation period of which has expired, the date and number of the state registration of the issue of these bonds, their type and number, as well as the volume issue of bonds, the amount of accumulated and unpaid interest on bonds.

      19. Rights granted to a bondholder:

      1) the right to receive from the issuer, within the period specified in the bond issue prospectus, the nominal value of the bond or to receive another property equivalent, as well as the right to receive a fixed percentage of the bond nominal value or other property rights established by the bond issue prospectus;

      2) the right to demand redemption by the issuer of bonds, indicating the conditions, procedure and terms for exercising this right, including in case of violation of covenants (restrictions) provided for by the bond issue prospectus;

      3) other rights.

      20. Information about events, in the case of which there is a possibility of declaring a default on the issuer's bonds:

      1) a list of events upon the occurrence of which there is a possibility of declaring a default on the issuer's bonds;

      2) measures to be taken by the issuer in the event of a default on the bonds, including procedures for protecting the rights of bondholders in case of non-fulfilment or improper fulfilment of obligations to pay interest on bonds, including the procedure and conditions for restructuring obligations;

      3) the procedure, term and methods for bringing to the attention of bondholders information about the facts of default, including information about (on) the amount of defaulted obligations, the reason for defaulting on obligations, listing possible actions of bondholders to satisfy their claims, the procedure for applying bondholders with a claim to the issuer, persons bearing joint and several or subsidiary liability for the obligations of the issuer in case of non-fulfilment or improper fulfilment by the issuer of obligations under the bonds;

      4) the date and number of the agreement with persons bearing joint and several or subsidiary liability for the obligations of the issuer in the event of non-fulfilment or improper fulfilment by the issuer of obligations under the bonds, the full name of these persons, as well as the date of their state registration (if any).

      21. Forecast of the sources and flows of the issuer's funds necessary for the payment of interest and repayment of the principal debt in the context of each period of payment of interest until the maturity of the bonds.

      22. Information about the representative of the holders of the issuer's bonds (in the case of the issue of secured, infrastructure or mortgage bonds):

      1) full and abbreviated name of the bondholders' representative;

      2) location, contact phone numbers of the bondholders' representative;

      3) date and number of the issuer's agreement with the bondholders' representative.

      23. Information about the issuer's paying agent (if any):

      1) full name of the paying agent;

      2) location, contact phone numbers, details of the paying agent and all its branches that will pay income (nominal value of bonds) on securities;

      3) date and the number of the agreement with the paying agent.

      24. Information about the issuer's consultants (if, in accordance with the Law on the Securities Market, an obligation is established to agree on the provision of consulting services on the issues of inclusion and placement of emissive securities in the official list of the stock exchange):

      1) full and abbreviated name of the person providing consulting services on the issues of inclusion and placement of the issuer's securities in the official list of the stock exchange;

      2) location, contact phone numbers of the person providing consulting services on the issues of inclusion and location of the issuer's securities in the official list of the stock exchange;

      3) the date and number of the issuer's agreement with the person providing consulting services on the issues of listing and listing the issuer's securities in the official list of the stock exchange.

      Information about other consultants of the issuer is indicated in this paragraph if, in the opinion of the issuer, the disclosure of such information is essential for deciding to purchase the issuer's securities.

  Annex 3
to the Rules for the preparation and
execution of the prospectus for the
issue of non-government bonds
(prospectus of the bond program),
changes and (or) additions to the
prospectus for the issue of non-
government bonds (prospectus of the
bond program), notification of the
results of the redemption of non-
government bonds

The structure of the bond issue prospectus (prospectus of the bond program) of the issuer - a non-resident of the Republic of Kazakhstan

      Footnote. Annex 3 - as amended by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

Chapter 1. Information on the name of the issuer - a non-resident of the Republic of Kazakhstan and its location

      1. Information about the issuer - non-resident of the Republic of Kazakhstan in accordance with the document confirming the registration of the issuer - non-resident of the Republic of Kazakhstan as a legal entity in accordance with the legislation of the country of its location:

      1) the date and number of the document confirming the registration of the issuer - non-resident of the Republic of Kazakhstan as a legal entity in accordance with the legislation of the country of its location, indicating the name of the authority of the country of location of the issuer - non-resident of the Republic of Kazakhstan that issued such a document;

      2) full and abbreviated name of the issuer - non-resident of the Republic of Kazakhstan in Kazakh, Russian and English;

      3) in case of change of the name of the issuer - non-resident of the Republic of Kazakhstan, all its previous full and abbreviated names, as well as the dates when they were changed are indicated;

      4) if an issuer - a non-resident of the Republic of Kazakhstan was created as a result of the reorganization of a legal entity (legal entities), then information on succession concerning the reorganized legal entities and (or) an issuer - a non-resident of the Republic of Kazakhstan shall be indicated;

      5) if there are branches and representative offices of the issuer - non-resident of the Republic of Kazakhstan, their names, registration dates, locations and postal addresses of all branches and representative offices of the issuer - non-resident of the Republic of Kazakhstan shall be indicated;

      6) Legal Entity Identifier code in accordance with the international standard ISO 17442 "Financial services - Legal Entity Identifier" (LEI) (if any).

      2. Location of the issuer - non-resident of the Republic of Kazakhstan, contact phone numbers, fax and e-mail address of the issuer - non-resident of the Republic of Kazakhstan, as well as the actual address if the actual address of the issuer - non-resident of the Republic of Kazakhstan differs from the location of the issuer - non-resident of the Republic of Kazakhstan.

Chapter 2. Information about issuance securities, methods of their payment and receipt of income on them

      3. Information about the issue of bonds:

      1) type of bonds;

      2) the nominal value of one bond (if the nominal value of one bond is an indexed value, then the procedure for calculating the nominal value of one bond is additionally indicated);

      3) number of bonds;

      4) total volume of bonds issue;

      5) the currency of the nominal value of the bond, the currency of payment on the principal debt and (or) accrued interest on bonds.

      4. Method of payment for placed bonds.

      5. Earning income from bonds:

      1) the rate of the basic interest on bonds and additional interest if any.

      In case of payment of additional interest, the procedure for determining the amount of additional interest on bonds is reflected, indicating the sources of information about events, the occurrence or non-occurrence of which determines the receipt of additional interest on bonds;

      2) frequency of payment of interest and (or) dates of payment of interest on bonds;

      3) the date from which the accrual of interest on bonds begins;

      4) the procedure and conditions for paying interest on bonds, the method of receiving interest on bonds;

      5) the period used to calculate the interest on bonds.

Chapter 3. Conditions and procedures for placement, circulation, and redemption of emissive securities, as well as additional conditions for the redemption of bonds not established by Articles 15 and 18-4 of the Law on the Securities Market

      6. Conditions and procedure for placement of bonds:

      1) date of commencement of placement of bonds;

      2) end date of placement of bonds;

      3) the market where the placement of bonds is planned (organized and (or) unorganized securities market).

      7. Conditions and procedure for circulation of bonds:

      1) date of commencement of circulation of bonds;

      2) end date of bonds circulation;

      3) term of circulation;

      4) the market where the circulation of bonds is planned (organized and (or) unorganized securities market).

      8. Conditions and procedure for redemption of bonds:

      1) date of redemption of bonds;

      2) method of repayment of bonds;

      3) if the payment of remuneration and nominal value upon redemption of bonds will be made in accordance with the prospectus for issuing bonds with other property rights, descriptions of these rights, methods of their preservation, the procedure for valuation and persons authorized to evaluate these rights, as well as the procedure for implementing the transfer of these rights shall be provided.

      9. If there are additional conditions for the redemption of bonds that are not established by Articles 15 and 18-4 of the Law on the Securities Market, the following shall be indicated:

      1) the procedure, and conditions for exercising the right to buy back bonds;

      2) terms for exercising the right to redeem bonds.

Chapter 4. Covenants (restrictions), if any

      10. If additional covenants (restrictions) not provided for by the Law on the Securities Market are established, the following shall be indicated:

      1) description of covenants (restrictions) accepted by the issuer - non-resident of the Republic of Kazakhstan and not provided for by the Law on the securities market;

      2) procedure for actions of an issuer - a non-resident of the Republic of Kazakhstan in case of violation of covenants (restrictions);

      3) the procedure for actions of bondholders in case of violation of covenants.

Chapter 5. Conditions, terms and procedures for converting emissive securities (when issuing convertible securities)

      11. When issuing convertible bonds, the following information shall be additionally indicated:

      1) type, number and placement price of shares into which the bonds will be converted, rights under such shares;

      2) the procedure and conditions for converting bonds (if a bond issue is fully converted, it shall be indicated that the bond issue is subject to cancellation within 1 (one) month from the date of completion of the conversion, if the bond issue is not fully converted, it shall be indicated that the repurchased bonds of this issue are not subject to further placement, but are redeemed at the end of the circulation period).

Chapter 6. Information about the property of the issuer - a non-resident of the Republic of Kazakhstan of bonds, which is full or partial security for obligations under issued bonds, indicating the value of this property (for secured bonds)

      12. Information about the property of the issuer - a non-resident of the Republic of Kazakhstan, which is full or partial collateral for obligations on issued bonds:

      1) a description of the collateral for the issued bonds, indicating the value of this property;

      2) percentage ratio of the value of collateral to the total volume of bonds issue;

      3) the procedure for foreclosing the subject of the pledge.

      13. Details of the bank that provided the guarantee, indicating the name, location, details of the guarantee agreement, and terms and conditions of the guarantee (if the bonds are secured by a bank guarantee).

Chapter 7. Purpose of using money received from the placement of bonds

      14. Specific purposes of using the money that the issuer - a non-resident of the Republic of Kazakhstan will receive from the placement of bonds.

      In the case of issuing "green" bonds, the information shall be indicated on the compliance of the intended use of the money received from the placement of bonds, the classification of "green" projects to be financed through "green" bonds and "green" loans, approved by the Government of the Republic of Kazakhstan, and (or) internationally recognized principles and standards in the field of ecology and (or) "green" financing.

      In the case of issuing social bonds (bonds issued to raise money to finance the implementation of social projects), a brief description of the relevant project aimed at the implementation of social objectives, which will be financed by the money received from the placement of these bonds, as well as information shall be given on compliance this project to internationally recognized principles and standards in the field of sustainable development.

      In the case of a sustainability bond (bonds issued to raise money to finance or refinance a combination of green and social projects), a brief description of the relevant sustainability project that will be funded by the proceeds of these bonds, as well as information shall be given on the compliance of this project with internationally recognized principles and standards in the field of sustainable development.

      In the case of the issuance of "green", social bonds and bonds of sustainable development, the following information shall be additionally indicated:

      sources of information on which the issuer - a non-resident of the Republic of Kazakhstan will disclose information on the progress of the project, to finance which the money received from the placement of these bonds was used;

      measures to be taken by an issuer - a non-resident of the Republic of Kazakhstan if the project financed by the money received from the placement of these bonds ceases to correspond to the classification of "green" projects to be financed through "green" bonds and "green" loans, approved The Government of the Republic of Kazakhstan, and (or) internationally recognized principles and standards in the field of ecology and (or) "green" financing and (or) sustainable development.

      In the case of an issue of bonds related to sustainable development (bonds, the characteristics of which change depending on the achievement of the issuer's predetermined sustainability goals), the following shall be described:

      indicators used to assess the achievement of the sustainable development goals predetermined by the issuer - a non-resident of the Republic of Kazakhstan;

      methodology for calculating these indicators;

      sources of information on which the issuer - a non-resident of the Republic of Kazakhstan will disclose information on the fulfilment of the indicators established by it.

      In the case of issuing investment bonds, the money from the placement of which is used to finance the project, and a brief description of this project shall be given.

      15. When issuing bonds, the payment for which will be made by the rights of claim on bonds previously placed by an issuer - a non-resident of the Republic of Kazakhstan (excluding bonds redeemed by an issuer - a non-resident of the Republic of Kazakhstan), the circulation period of which has expired, the date and number of state registration of the issue of these bonds shall be additionally indicated, their type and quantity, as well as the volume of bonds issued, the amount of accumulated and unpaid interest on bonds.

Chapter 8. Information about the founders or major shareholders (participants) owning ten or more percent of the placed (except for those repurchased by the joint-stock company) shares (stakes in the authorized capital) of the issuer - a non-resident of the Republic of Kazakhstan

      16. Information about the founders or major shareholders (participants) owning ten or more percent of the placed (except for those repurchased by the joint-stock company) shares (stakes in the authorized capital) of the issuer - a non-resident of the Republic of Kazakhstan:

      1) surname, first name, patronymic (if any) of the founder or major shareholder (participant) (for an individual);

      2) full name, location of the founder or major shareholder (participant) (for a legal entity);

      3) percentage ratio of voting shares or participation interests in the authorized capital of the issuer - non-resident of the Republic of Kazakhstan, owned by the founder or major shareholder (participant), to the total number of voting shares or participation interests in the authorized capital of the issuer - non-resident of the Republic of Kazakhstan;

      4) the date from which the founder or major shareholder (participant) began to own ten or more percent of voting shares or stakes in the authorized capital of the issuer - a non-resident of the Republic of Kazakhstan.

Chapter 9. Information on the management body and executive body of the issuer-non-resident of the Republic of Kazakhstan

      17. Bodies of the issuer - non-resident of the Republic of Kazakhstan.

      The structure and composition of the bodies of the issuer-non-resident of the Republic of Kazakhstan and their competence in accordance with the legislation of the state of the issuer-non-resident of the Republic of Kazakhstan, constituent and other internal documents of the issuer-non-resident of the Republic of Kazakhstan shall be indicated.

Chapter 10. Indicators of the financial, economic and business activity of the issuer - a non-resident of the Republic of Kazakhstan, indicating the main types of activities of the issuer - a non-resident of the Republic of Kazakhstan

      18. Types of activity of the issuer - non-resident of the Republic of Kazakhstan:

      1) main activity;

      2) a brief description of the types of activities of the issuer, indicating the types of activities that are seasonal and their share in the total income of the issuer;

      3) information about organizations that are competitors of the issuer - non-resident of the Republic of Kazakhstan;

      4) factors that positively and negatively affect the profitability of sales (works, services) for the main types of activities of the issuer - a non-resident of the Republic of Kazakhstan;

      5) information on licenses (patents) held by an issuer - a non-resident of the Republic of Kazakhstan, and the period of their validity, research and development costs, including research development sponsored by an issuer - a non-resident of the Republic of Kazakhstan;

      6) the share of imports in raw materials (works, services) supplied (rendered) to an issuer - a non-resident of the Republic of Kazakhstan and the share of products (works, services) sold (rendered) by an issuer - a non-resident of the Republic of Kazakhstan for export, in the total volume of products sold (works rendered, services);

      7) information on the participation of an issuer - a non-resident of the Republic of Kazakhstan in litigation related to the risk of termination or change in the activities of an issuer - a non-resident of the Republic of Kazakhstan, collection of monetary and other obligations from him in the amount of 10 (ten) or more percent of the total assets of the issuer - the non-resident Republic of Kazakhstan, indicating the essence of the trials with his participation;

      8) other risk factors affecting the activities of the issuer - a non-resident of the Republic of Kazakhstan.

      19. Information about consumers and suppliers of goods (works, services) of the issuer - a non-resident of the Republic of Kazakhstan, the volume of trade with which (the volume of works, services rendered) is 10 (ten) or more percent of the total cost of goods produced or consumed by him (works, services).

      20. Assets of an issuer - a non-resident of the Republic of Kazakhstan, amounting to 10 (ten) or more percent of the total assets of an issuer - a non-resident of the Republic of Kazakhstan, indicating the corresponding book value of each asset.

      21. Accounts receivable in the amount of 10 (ten) or more percent of the book value of the assets of the issuer - a non-resident of the Republic of Kazakhstan:

      1) names of debtors of the issuer - non-resident of the Republic of Kazakhstan, whose debt to the issuer - non-resident of the Republic of Kazakhstan is 10 (ten) or more percent of the book value of the assets of the issuer - non-resident of the Republic of Kazakhstan;

      2) the relevant amounts to be repaid (within the next 12 (twelve) months divided quarterly, the rest of the amounts shall be shown disaggregated by years, indicating the date of repayment) and the terms of its repayment.

      22. Accounts payable of the issuer - a non-resident of the Republic of Kazakhstan, amounting to 10 (ten) or more percent of the book value of the obligations of the issuer - a non-resident of the Republic of Kazakhstan:

      1) the name of the creditors of the issuer - a non-resident of the Republic of Kazakhstan;

      2) the relevant amounts to be repaid (within the next 12 (twelve) months divided quarterly, the rest of the amounts shall be shown disaggregated by years, indicating the date of repayment) and the terms of its repayment.

      23. Net cash flows received from the activities of the issuer - a non-resident of the Republic of Kazakhstan, for the last two completed financial years, calculated based on its financial statements, confirmed by the auditor's report.

      24. Information on all registered issues of debt securities of an issuer - a non-resident of the Republic of Kazakhstan (except for redeemed and cancelled bond issues) before the date of the decision on this issue of bonds:

      the total number, type and nominal value of debt securities of each issue, the state registration number and the date of state registration of each issue of debt securities, the number of placed debt securities for each issue, as well as the total amount of money raised during the placement of debt securities, the amount of and the interest paid for each issue of debt securities, the number of repurchased debt securities, indicating the date of their repurchase;

      information on the facts of non-fulfilment by an issuer - a non-resident of the Republic of Kazakhstan of its obligations to holders of securities (non-payment (delay in payment) of interest on bonds, including information on the number of unfulfilled obligations and the period of delay in their fulfilment, the amount of accrued but not paid interest on securities (separately by types and releases);

      if the placement or circulation of non-government securities of any issue of securities was suspended (resumed), the state body that made such decisions, the basis and date of their adoption shall be indicated;

      markets where the securities of an issuer - a non-resident of the Republic of Kazakhstan are traded, including the names of trade organizers;

      the rights granted by each type of previously issued bonds in circulation to their holders, including the rights exercised in case of violation of restrictions (covenants) and provided for by securities purchase and sale agreements concluded with holders, indicating the procedure for exercising these rights of holders.

      25. Other information about the activities of the issuer - a non-resident of the Republic of Kazakhstan, which the issuer - a non-resident of the Republic of Kazakhstan considers important for investors.

Chapter 11. Additional information about the issuer - a non-resident of the Republic of Kazakhstan and the equity securities placed by him/her

      26. Rights granted to a bondholder:

      1) the right to receive from an issuer - a non-resident of the Republic of Kazakhstan, within the period specified in the bond issue prospectus, the nominal value of the bond or to receive another property equivalent, as well as the right to receive a fixed percentage of the bond nominal value or other property rights established by the bond issue prospectus;

      2) the right to demand redemption by an issuer - a non-resident of the Republic of Kazakhstan of bonds, indicating the conditions, procedure and terms for exercising this right, including in case of violation of covenants (restrictions) provided for by the bond issue prospectus;

      3) other rights.

      27. Information about events, in the case of which there is a possibility of declaring a default on bonds of an issuer - a non-resident of the Republic of Kazakhstan:

      1) a list of events, upon the occurrence of which there is a possibility of declaring a default on bonds of an issuer - a non-resident of the Republic of Kazakhstan;

      2) measures to be taken by an issuer - a non-resident of the Republic of Kazakhstan in the event of a default on bonds, including procedures for protecting the rights of bondholders in case of non-fulfilment or improper fulfilment of obligations to pay interest on bonds, including the procedure and conditions for restructuring obligations;

      3) the procedure, term and methods for bringing by the issuer - non-resident of the Republic of Kazakhstan to the attention of bondholders information about the facts of default, including information about (on) the volume of defaulted obligations, the reason for defaulting on obligations, listing possible actions of bondholders to satisfy their requirements, the procedure for applying bondholders with a claim against an issuer - a non-resident of the Republic of Kazakhstan, persons bearing joint and several or subsidiary liability for the obligations of an issuer - a non-resident of the Republic of Kazakhstan in case of non-performance or improper performance by an issuer - a non-resident of the Republic of Kazakhstan of obligations under bonds;

      4) the date and number of the agreement with persons bearing joint and several or subsidiary liability for obligations by the issuer - non-resident of the Republic of Kazakhstan in case of non-fulfilment or improper fulfilment by the issuer - non-resident of the Republic of Kazakhstan of obligations under the bonds, the full name of these persons, as well as the date of their state registration (if any such persons).

      28. Forecast of sources and cash flows of the issuer - a non-resident of the Republic of Kazakhstan, necessary for the payment of interest and repayment of the amount of the principal debt in the context of each period of interest payment until the bonds are redeemed.

      29. Risks associated with the acquisition of bonds placed by an issuer - a non-resident of the Republic of Kazakhstan:

      1) industry risks - describes the impact of a possible deterioration in the situation in the industry of the issuer - a non-resident of the Republic of Kazakhstan on its activities and performance of obligations under securities. The most significant, in the opinion of the issuer - a non-resident of the Republic of Kazakhstan, possible changes in the industry (separately in the domestic and foreign markets) shall be given.

      The risks associated with a possible change in prices for raw materials, services used by an issuer - a non-resident of the Republic of Kazakhstan in its activities (separately in the domestic and foreign markets), and their impact on the activities of an issuer - a non-resident of the Republic of Kazakhstan and the fulfilment of obligations under securities shall be described separately.

      Separately the risks associated with a possible change in prices for products and (or) services of an issuer - a non-resident of the Republic of Kazakhstan (separately in the domestic and foreign markets), and their impact on the activities of the issuer - a non-resident of the Republic of Kazakhstan and the fulfilment of obligations under securities shall be described;

      2) financial risks - describes the exposure of an issuer - a non-resident of the Republic of Kazakhstan to risks associated with changes in interest rates, foreign exchange rates associated with adverse changes in interest rates, foreign exchange rates, as well as market prices for securities and derivative financial instruments.

      Separately, the risks shall be described, associated with the occurrence of losses by the issuer - non-resident of the Republic of Kazakhstan due to the inability of the issuer - non-resident of the Republic of Kazakhstan to ensure the fulfilment of its obligations in full, arising from the imbalance of financial assets and financial obligations of the issuer - non-resident of the Republic of Kazakhstan (including due to untimely performance financial obligations by one or more counterparties of the issuer - a non-resident of the Republic of Kazakhstan) and (or) the emergence of an unforeseen need for the immediate and one-time performance by the issuer - a non-resident of the Republic of Kazakhstan of its financial obligations.

      It shall be indicated which of the indicators of the financial statements of the issuer - a non-resident of the Republic of Kazakhstan are most subject to change as a result of the influence of financial risks, the probability of their occurrence and the nature of changes in the statements;

      3) legal risk - describes the risk of the issuer - non-resident of the Republic of Kazakhstan incurring losses due to changes in:

      currency, tax, and customs legislation of the Republic of Kazakhstan;

      requirements for licensing the main activity of an issuer - a non-resident of the Republic of Kazakhstan;

      non-compliance by the issuer - non-resident of the Republic of Kazakhstan with the requirements of the civil legislation of the Republic of Kazakhstan and the terms of the concluded agreements;

      committed legal errors in the course of activities (obtaining incorrect legal advice or incorrect preparation of documents, including when considering contentious issues in the judiciary);

      4) the risk of loss of business reputation (reputational risk) - describes the risk of an issuer - a non-resident of the Republic of Kazakhstan of losses as a result of a decrease in the number of customers (counterparties) due to the formation of a negative perception of the financial stability, financial position of the issuer - a non-resident of the Republic of Kazakhstan, the quality of its products (works), services) or the nature of its activities in general;

      5) strategic risk - describes the risk of losses incurred by an issuer - a non-resident of the Republic of Kazakhstan as a result of errors (shortcomings) made when making decisions that determine the strategy for the activity and development of an issuer - a non-resident of the Republic of Kazakhstan (strategic management) and expressed in not taking into account or insufficiently taking into account possible dangers that may threaten the activities of an issuer - a non-resident of the Republic of Kazakhstan, incorrect or insufficiently substantiated determination of promising areas of activity in which an issuer - a non-resident of the Republic of Kazakhstan can achieve an advantage over competitors, the absence or incomplete provision of the necessary resources (financial, logistical, human) and organizational measures (management decisions) that ensure the achievement of the strategic goals of the activity of the issuer - a non-resident of the Republic of Kazakhstan;

      6) risks associated with the activities of an issuer - a non-resident of the Republic of Kazakhstan - describes the risks inherent exclusively in the activities of an issuer - a non-resident of the Republic of Kazakhstan or associated with the main financial and economic activities, including risks associated with:

      the inability to extend the license of the issuer - a non-resident of the Republic of Kazakhstan to conduct a certain type of activity or to use objects, the presence of which in circulation is limited (including natural resources);

      possible liability of the issuer - non-resident of the Republic of Kazakhstan for debts of third parties, including subsidiaries of the issuer - non-resident of the Republic of Kazakhstan;

      the possibility of losing consumers whose turnover accounts for at least 10 (ten) percent of the total proceeds from the sale of products (works, services) of the issuer - a non-resident of the Republic of Kazakhstan;

      7) country risk - describes the risk of an issuer - a non-resident of the Republic of Kazakhstan of losses as a result of non-performance by foreign counterparties (legal entities, individuals) of obligations due to economic, political, social changes, and also since the currency of the monetary obligation may not be available to the counterparty due to the peculiarities of the legislation of the country of his residence (regardless of the financial position of the counterparty itself);

      8) operational risk - describes the risk of expenses (losses) as a result of shortcomings or errors in the implementation of internal processes made by employees of the issuer - a non-resident of the Republic of Kazakhstan, improper functioning of information systems and technologies, as well as due to external events;

      9) environmental risks - describes the risks associated with climatic and environmental factors that can affect the activity of the issuer.

      30. Information on industrial, banking, financial groups, holdings, concerns, associations, and consortiums in which the issuer - non-resident of the Republic of Kazakhstan participates:

      1) indicate industrial, banking, financial groups, holdings, concerns, associations, consortiums in which the issuer - non-resident of the Republic of Kazakhstan participates, the role (place), functions and period of participation of the issuer - non-resident of the Republic of Kazakhstan in these organizations;

      2) if the results of the financial and economic activities of an issuer - a non-resident of the Republic of Kazakhstan significantly depend on other members of industrial, banking, financial groups, holdings, concerns, associations, consortiums, a detailed description of the nature of such dependence shall be given.

      31. If the issuer - non-resident of the Republic of Kazakhstan has subsidiaries and (or) dependent legal entities, the following information shall be indicated for each such legal entity:

      1) full and abbreviated name, location;

      2) grounds for recognizing a legal entity as a subsidiary and (or) dependent concerning an issuer - a non-resident of the Republic of Kazakhstan;

      3) the amount of the share of participation of the issuer - a non-resident of the Republic of Kazakhstan in the authorized capital of a subsidiary and (or) dependent legal entity, and in the case when the subsidiary and (or) dependent legal entity is a joint-stock company - the share of the voting shares of such a joint-stock company owned by the issuer - non-resident of the Republic of Kazakhstan.

      32. Information on organizations in which the issuer - a non-resident of the Republic of Kazakhstan owns ten or more percent of the company's voting shares (participation shares of the organization), indicating for each organization:

      the full and abbreviated name, location;

      shares of the issuer - a non-resident of the Republic of Kazakhstan in the authorized capital, and in the case when such an organization is a joint-stock company - the shares of the voting shares of such a joint-stock company owned by the issuer - a non-resident of the Republic of Kazakhstan.

      33. Information on the credit ratings of the issuer - a non-resident of the Republic of Kazakhstan:

      1) the object of assigning a credit rating (the issuer is a non-resident of the Republic of Kazakhstan, and the issuer's securities are a non-resident of the Republic of Kazakhstan);

      the value of the credit rating as of the date preceding the date of submission of documents to the authorized body for the registration of the bond issue (bond program);

      full and abbreviated names, location of the organization that assigned the credit rating;

      other information about the credit rating, indicated by the issuer - a non-resident of the Republic of Kazakhstan at its discretion;

      2) if the object to which a credit rating is assigned are securities of an issuer - a non-resident of the Republic of Kazakhstan, the international identification number (ISIN code) and the date of its assignment, as well as the name of the rating agency that assigned the credit rating are additionally indicated.

      34. Information about the representative of bondholders of the issuer - a non-resident of the Republic of Kazakhstan (in case of issue of secured, infrastructure or mortgage bonds):

      1) full and abbreviated name of the bondholders' representative;

      2) location, contact phone numbers of the bondholders' representative;

      3) date and number of the agreement of the issuer - non-resident of the Republic of Kazakhstan with the representative of the bondholders.

      35. Information about the paying agent of the issuer - a non-resident of the Republic of Kazakhstan (if any):

      1) full name of the paying agent;

      2) location, contact phone numbers, details of the paying agent and all its branches that will pay income (nominal value of bonds) on securities;

      3) date and number of the agreement of the issuer - non-resident of the Republic of Kazakhstan with the paying agent.

      36. Information about the consultants of the issuer - a non-resident of the Republic of Kazakhstan (if, in accordance with the Law on the Securities Market, an obligation is established to agree on the provision of consulting services on the inclusion and placement of emissive securities in the official list of the stock exchange):

      1) full and abbreviated name of the person providing consulting services on the issues of inclusion and placement of securities of the issuer - non-resident of the Republic of Kazakhstan in the official list of the stock exchange;

      2) location, contact phone numbers of the person providing consulting services on the issues of inclusion and location of the securities of the issuer - non-resident of the Republic of Kazakhstan in the official list of the stock exchange;

      3) the date and number of the agreement of the issuer - non-resident of the Republic of Kazakhstan with the person providing consulting services on the inclusion and placement of securities of the issuer - non-resident of the Republic of Kazakhstan in the official list of the stock exchange.

      Information about other consultants of the issuer - non-resident of the Republic of Kazakhstan shall be indicated in this paragraph, if, in the opinion of the issuer - non-resident of the Republic of Kazakhstan, disclosure of such information is essential for deciding on the acquisition of securities of the issuer - non-resident of the Republic of Kazakhstan.

      37. Information about the audit organization of the issuer - non-resident of the Republic of Kazakhstan:

      1) the full official name of audit organizations (surname, first name, patronymic (if any) of the auditor) that carried out (carry out) the audit of the financial statements of the issuer - non-resident of the Republic of Kazakhstan for the last 2 (two) completed financial years, indicating their belonging to the relevant accredited professional audit organizations;

      2) telephone and fax number, e-mail address (if any).

      38. Information about affiliated persons of the issuer - non-resident of the Republic of Kazakhstan.

      Information shall be provided on all persons or a group of persons who have the opportunity to vote indirectly with ten or more percent of the voting shares of an issuer - a non-resident of the Republic of Kazakhstan or to influence decisions made by an issuer - a non-resident of the Republic of Kazakhstan by an agreement or otherwise, with the disclosure of the following information about these persons:

      surname, name, patronymic (if any), place of residence (for an individual);

      full name, location, type (types) of activity, surname, name, patronymic (if any) of the first head (for a legal entity);

      the basis for classifying them as affiliated persons of the issuer - non-resident of the Republic of Kazakhstan in accordance with this Paragraph of the Annex and the date from which affiliation with the issuer - non-resident of the Republic of Kazakhstan appeared.

      39. The number of costs of the issuer - non-resident of the Republic of Kazakhstan for the issue of bonds and their servicing, as well as information on how these costs will be paid.

      40. Paragraphs 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 26, 27, 28, 34, 35, 36 and 39 of this Annex shall not be filled out during the state registration of bond programs.

  Annex 4
to the Rules for the preparation and
execution of the prospectus for the
issue of non-government bonds
(prospectus of the bond program),
changes and (or) additions to the
prospectus for the issue of non-
government bonds (prospectus of the
bond program), notification of the
results of the redemption of non-
government bonds

      Footnote. Annex 4 is excluded by the Resolution of the Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated September 24, 2021 No. 96 (shall come into effect ten calendar days after the day of its first official publication).

  Appendix 5
to the resolution of the Management Board of the National Bank
of the Republic of Kazakhstan
dated October 29, 2018 No. 248

The list of regulatory legal acts of the Republic of Kazakhstan, as well as structural elements of some regulatory legal acts of the Republic of Kazakhstan, recognized as invalid

      1. Resolution of the Board of the National Bank of the Republic of Kazakhstan dated April 29, 2016 No. 115 "On Approval of the Rules for State Registration of the Issue of Non-State Bonds (Bond Program), Consideration of Reports on the Results of Placement and Repayment of Non-State Bonds, as well as Cancellation of the Issue of Bonds, Rules for Drawing up and Registration of the Prospectus of the Issue of Non-state Bonds (Prospectus of the Bond Program, Prospectus of the Issue of Bonds in within the limits of the bond program), the structure of the non-government bond issue prospectus (bond program prospectus, bond issue prospectus within the bond program), Requirements for the preparation and execution of a report on the results of the placement of non-government bonds and a report on the results of the repayment of non-government bonds" (registered in the Register of State Registration of Regulatory Legal Acts under No. 13789, published on July 8, 2016 in the information and legal system "Adilet").

      2. Item 6 of the List of regulatory legal acts of the Republic of Kazakhstan on the regulation of the securities market, which are amended and supplemented by the Resolution of the Board of the National Bank of the Republic of Kazakhstan dated March 27, 2017 No. 50 "On Amendments and additions to some regulatory legal acts of the Republic of Kazakhstan on the regulation of the securities market" (registered in the Register of the state registration of regulatory legal acts under No. 15274, published on July 12, 2017 in the Reference Control Bank of Regulatory Legal Acts of the Republic of Kazakhstan).

      3. Resolution of the Board of the National Bank of the Republic of Kazakhstan dated November 2, 2017 No. 211 "On Amendments to the Resolution of the Board of the National Bank of the Republic of Kazakhstan dated April 29, 2016 No. 115 "On Approval of the Rules for State Registration of the Issue of Non-State Bonds (Bond Program), Consideration of Reports on the Results of Placement and Repayment of Non-state Bonds, as well as Cancellation of the Issue of Bonds, Rules for drawing up and registration of the prospectus for the issue of non-state bonds (the prospectus of the bond program, bond issue prospectus within the bond program), the structure of the non-government bond issue prospectus (bond program prospectus, bond issue prospectus within the bond program), Requirements for the preparation and execution of a report on the results of placement of non-government bonds and a report on the results of repayment of non-government bonds" (registered in the Register of State Registration of Regulatory Legal Acts under No. 15979, published on November 14, 2017 in the Reference Control Bank of Regulatory Legal Acts of the Republic of Kazakhstan).

      4. Resolution of the Board of the National Bank of the Republic of Kazakhstan dated June 29, 2018 No. 141 "On Amendments to the Resolution of the Board of the National Bank of the Republic of Kazakhstan dated April 29, 2016 No. 115 "On Approval of the Rules for State Registration of the Issue of Non-State Bonds (Bond Program), Consideration of Reports on the Results of Placement and Repayment of Non-state Bonds, as well as Cancellation of the Issue of Bonds, Rules for drawing up and registration of the prospectus for the issue of non-state bonds (the prospectus of the bond program, bond issue prospectus within the bond program), the structure of the non-government bond issue prospectus (bond program prospectus, bond issue prospectus within the bond program), Requirements for the preparation and execution of a report on the results of placement of non-government bonds and a report on the results of repayment of non-government bonds" (registered in the Register of State Registration of Regulatory Legal Acts under No. 17231, published on August 9, 2018 in the Reference Control Bank of Regulatory Legal Acts of the Republic of Kazakhstan).


Дата вступления в силу:  12.07.2018
Дата изменения акта:  09.12.2022
Дата принятия акта:  10.05.2020
Место принятия:  100055000000
Орган, принявший акт:  117000000000
Регион действия:  100000000000
Регистрационный номер акта в Государственном реестре нормативных правовых актов Республики Казахстан:  126808
Регистрационный номер НПА, присвоенный нормотворческим органом:  248
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Форма акта:  ПОСТ / ПРАВ / ПРЧ / ТРЕБ
Юридическая сила:  1500
Язык акта:  eng