On securities market

The Law of the Republic of Kazakhstan dated 2 July 2003 No. 461

Unofficial translation

      Footnote. Throughout the text, the words "of the broker-dealer", "the broker-dealer", "a broker-dealer", "the Broker-dealer" are replaced by the words "of broker and dealer", "the broker and dealer", "broker and dealer", "Broker and dealer"; the words "broker-dealer", "Broker-dealer", "of broker-dealer", "to Broker-dealer", "by a broker-dealer" are replaced by the words "broker and (or) dealer", "Broker and (or) dealer", "of broker and (or) dealer", "to Broker and (or) dealer", "by broker and (or) dealer" in accordance with the Law of the Republic of Kazakhstan dated 8 July 2005 No. 72 (the order of the entry into force see Article 2);

      Throughout the text, the words "official, commercial", "commercial and official", "commercial, official", " official and commercial" are replaced by the word "commercial"; the words "Commercial and official", "of commercial and official" are respectively replaced by the words "Commercial", "of commercial" in accordance with the Law of the Republic of Kazakhstan dated 28 December 2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Note of the RCLI!
      From 01.01.2013 the words "the unified registrar", "of the unified registrar", "by the unified registrar" shall be regarded as the words "the registrar", "of the registrar", "by the registrar" in accordance with the Law of the Republic of Kazakhstan dated 28 December 2011 No. 524-IV.

      This Law determines public relations that arise in a process of issuance, placement, circulation and redemption of issuance securities and other financial instruments, particularly creation and activities of securities market entities, defines procedure of regulation, control and supervision of the securities market for the purposes of provision for the safe, open and effective functioning of the securities market, protection of the rights of investors and possessors of securities, fair competition by participants in the securities market.
      Footnote. The Preamble is in the wording of the Law of the Republic of Kazakhstan dated 05.07.2012 No 30-V (shall be enforced upon expiry of ten calendar days after its first official publication).

Chapter 1. Basic definitions, used in this Law

      the following basic definitions shall be used for the purposes of this Law:

      1) Agential bond - a bond issuer of that is a financial agency;
      2) Convertible security – securities of a joint stock company that subject to replacement by the securities of the other type on terms and in order defined by the issue prospectus;
      3) Underwriter – professional participant of the securities market that have a license for brokerage and dealer activities and that provide services to the issuer on issuing and placing of the issuance securities;
      4) Securities - a complex of certain records and other indications certifying property rights;
      5) Nominal holding of securities - commission on behalf and at the expense of holders of securities of certain legal actions in accordance with an agreement of nominal holding or in accordance with this Law, as well as accounting and confirmation of securities rights and registration of transactions with the securities of such holders;
      6) Quotation of securities - price of demand and (or) supply announced on a security at certain time on the organized securities market;
      7) Primary securities market - placement of announced issuance securities by the issuer (underwriter or underwriting consortium), except for a further placement by the issuer of previously redeemed by them issuance securities on the secondary securities market;
      8) Secondary securities market - relationship that is developed between the subjects of securities market in a process of conversion of placed securities;
      9) System of registers of securities holders - a totality of data about the issuer, issuance securities and their holders that secure identification of holders of rights under issuance securities for a certain time, registration of transactions with securities, as well as a nature of registered restrictions to filing or exercise of rights to these securities, and other information in accordance with the regulatory legal acts of an authorized body;
      10) Manipulation at securities market - actions of securities market entities, aimed at establishing and (or) maintenance of prices on securities above or below those that established as a result of objective of interrelation of supply and demand, to create an appearance of trading by securities and (or) to make transaction with use of inside information;
      11) Professional participant of securities market - a legal entity that carry out its activities at the securities market on the basis of a license or in accordance with the legislative acts of the Republic of Kazakhstan;
      12) Holder of securities - a person registered in a system of registers of securities holders or in an accounting of nominal holding system, that have rights on securities and share investment fund that have upon common shared ownership interest in securities, included into composition of assets of the share investment fund;
      13) Basic assets - standardized consignment, securities, currency, financial instruments and other indicators defined by internal documents of an auction organizer;
      14) Quotation organization of over-the-counter securities market- a legal entity created in an organizational-legal form of joint stock company carrying out organizational and technical support of trades through exploitation and maintenance of a system of exchange of quotations between clients of a specified trade organizer;
      15) A system of exchange of quotations of quotation organization of securities market off exchange - complex material and technical means, internal documents of quotation organization of securities market off exchange with use of that is supported the exchange of quotations between clients of specified quotation organization of securities market off exchange;
      16) Broker - a professional participant of securities market that executes transactions in issuance securities and other financial instruments on behalf, at the expense and in interests of a client;
      17) Order - a document presented to a professional participant of securities market by holder (acquirer) of financial instruments, with specification of implementation of certain actions in respect of its own financial instruments or money intended for acquisition of financial instruments;
      18) Unified registrar - specialized non-profit organization created in an organizational-legal form of joint stock companies, more than fifty percent of the voting shares of that belong to the National Bank of the Republic of Kazakhstan, carrying out activity on maintenance of securities holders register system;
      19) Individual investor – an investor, that is not institutional investor;
      20) Deisting - temporary or permanent exclusion of securities from list of an auction organizer;
      21) Depository receipts - derivative issuance security evidencing the right of ownership to a specific set of issuance securities that is underlying of a depositary receipts;
      22) Depository activities – activity on providing services of nominal holding of securities to other nominal holders and conducting settlements for transactions with financial instruments concluded on organized securities market;
      23) Deposition - account by central depository of financial instruments placed on client accounts of its clients;
      24) Depositor – an organization, that is client of central depository;
      25) Default – non-performance of obligations on issuance securities and other financial instruments;
      26) Dealer - a professional participant of securities market that makes transactions in issuance securities and other financial instruments in its interests and at its own expense on unorganized securities market and on organized securities market with a right of direct access to it;
      26-1) Voluntary pension savings fund - a professional participant of securities market carrying out on the basis of license of an authorized body the activity on investment portfolio management with a right to attract voluntary pension contributions;
      27) Announced issuance securities – securities an issue of that has been registered by an authorized body;
      28) Client account – a set of records contained in securities holders register system or nominal holding accounting system, allowing to uniquely identify a registered person with the purpose of registration of transactions and accounting of rights on issuance securities and other financial instruments;
      29) Extract from an client account - document that is not a security, issued by central depository, registrar or nominal holder and confirming rights of a registered person on financial instruments at a certain period of time;
      Note of the RCLI!
      Subparagraph 30) is valid until 01.01.2013 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV.
      30) Unified system of client accounts - formed by central depository database, reflecting totality of data contained in register system of securities holders maintenance of that is carried out by registrar;
      31) Investment project - complex of activities aimed at achieving certain results from investment and providing investment as well as implemented within a certain period of time and with a complete character;
      32) Investment committee - a collective body of a professional participant of securities market (except for registrar and transfer agent), that carry out taking investment decisions concerning an own assets of a professional participant of securities market and (or) assets, that has been transferred in investment management to manager of investment portfolio;
      33) Investment portfolio - located in ownership or management of securities market entity set of different types of financial instruments or property of an investment fund in accordance with the requirements provided by the legislation of the Republic of Kazakhstan on investment funds;
      34) Manager of investment portfolio - a professional participant of securities market carrying out on its behalf and at expense of client an activity on management of objects of civil law;
      35) Insider - a person, that have access to inside information;
      36) Inside information - reliable information on securities (derivatives of financial instruments), transactions with them, as well as about an issuer, that issued (offered) securities (derivative financial instruments), activities constituting a commercial secret, as well as other information that is not known to third parties and a disclosure of that can affect to alteration in a cost of securities (derivative financial instruments) and to activity of its issuer;
      37) Institutional investor - legal entity, attracting funds with the purpose of implementation of investments in accordance with the legislation of the Republic of Kazakhstan;
      38) Infrastructure bond - debenture, on that the implementation of obligations of an issuer secured with a guarantee of the state under a concession agreement on implementation of an infrastructure project, concluded between the state and an issuer, in the amount corresponding to a cost of transferred to the state object;
      39) Mortgage bond – debenture that are secured by a pawn of rights to claim on mortgage loan agreements (including pledge of mortgage certificates), and other high liquid assets, the list of that is provided according to a regulatory legal act of an authorized body;
      40) Islamic special financial company - a legal entity created in accordance with this Law in an organizational-legal form of joint stock company or limited liability partnership, as well as a central authorized body on budget execution (hereinafter - a state institution), carrying out issuance of Islamic securities;
      41) Allocated assets of an Islamic special financial company - property and rights to claim acquired by an Islamic special financial company, receipts by it;
      42) Islamic securities - issuance securities the terms of issue of that correspond to principles of Islamic financing, certifying right of ownership of an undivided share to physical assets and (or) right to dispose assets and (or) income from use of them, services or assets of specific projects, for financing of that these securities have been issued;
      43) Redemption of Islamic securities - payment in the terms established by prospectus of issue of Islamic securities, at the expense of allocated assets amounts of money corresponding to a share, proportional to the ratio of number of Islamic securities owned by a holder, to a total number of Islamic securities of specified issue;
      44) Representative of holders of Islamic securities - an organization acting in the interests of holders of Islamic securities on basis of an agreement concluded with an issuer;
      45) Denomination value of Islamic securities - monetary cost of Islamic securities paid by an investor on acquisition of Islamic securities in a framework of original issue on conditions established by prospectus of issue of Islamic securities;
      46) Custodian – a professional participant of securities market carrying out accounting of financial instruments and money of clients and confirmation of rights on it, safekeeping of certificated financial instruments of clients with assuming obligations for their safety and other activities in accordance with legislative acts of the Republic of Kazakhstan;
      47) Client - a person using or intending to use services of a professional participant of the securities market;
      48) Kazakhstani depository receipts - derivative issuance security evidencing right of ownership to a specific set of issuance securities, issued in accordance with the legislation of the Republic of Kazakhstan;
      49) Guaranteed bond – debenture on that an execution of obligations of an issuer fully or partially secured by a pledge of property of an issuer, a bank guarantee;
      50) Clearing activities on transactions with financial instruments - defining of requirements and (or) of obligations of subjects involved in the calculations (conducting payments) in the result of making transactions with financial instruments;
      51) Dematerialization of financial instruments - alteration of method of confirming rights, certified by financial instruments issued in a documentary form, by acknowledgement of these rights with electronic records in accounting system of central depository and (or) single registrar;
      52) Financial market - set of relations connected with provision and consumption of financial services and treatment of financial instruments;
      53) Stock exchange - a legal entity created in an organizational-legal form of joint stock company carrying out organizational and technical support of trades by their direct conduct using trade systems of specified auction organizer;
      54) Trade systems of stock exchange - complex of material and technical means, internal documents of the stock exchange and other necessary assets and procedures, with use of that are made transactions in issuance securities and other financial instruments between members of specified stock exchange;
      55) Trader of stock exchange – individual, authorized to making transactions and performing other actions on behalf of a member of stock exchange with use of trade system of specified stock exchange;
      56) Undocumented securities - security issued in non-documentary form (as a set of electronic records);
      57) Documented securities - securities issued in documentary form (on paper or other tangible medium with possibility of direct reading of securities content without use of special technical means);
      58) Leverage - ratio between amount of liabilities and owner capital of an issuer;
      59) Listing - inclusion of securities in category of securities list of stock exchange, for inclusion and finding of that is set in internal documents of stock exchange special (listing) requirements to securities and their issuers;
      60) Licensee - legal entity, carrying out activity on securities market on the basis of a license issued by an authorized body;
      61) Non-governmental issuance securities - shares, bonds and other issuance securities that are non-governmental issuance securities;
      62) Governmental issuance securities - issuance securities certifying a right of its holder in respect of a loan in that a borrower is the Government of the Republic of Kazakhstan, the National Bank of the Republic of Kazakhstan and local executive bodies, or certifying a right of its holder to receive income from use of assets on the basis of a contract of sublease;
      63) Impeccable business reputation - presence of evidences justifying professionalism, integrity, lack of conviction or outstanding convictions;
      64) Conflict of interests - a situation in that interests of professional participants of securities market and their clients do not match;
      65) Accounting system of nominal holding - accounting system of professional participant of securities market, rendering services of a nominal holding, that contains information on holders of securities and securities belonging to them, providing their identification at a certain time, a registration of transactions with securities, as well as a nature of the registered restrictions on conversion or exercise of rights to these securities, and other information in accordance with a regulatory legal act of an authorized body;
      66) Redemption of bonds - actions of an issuer on withdrawal from circulation of placed bonds by way of payment of reward and denomination value (without purpose of subsequent sale) of debentures or convert it into share (shares) of this issuer according to the procedure provided for by prospect of bonds issue;
      67) Representative of debenture holder - an organization acting in the interests of debenture holders under a contract concluded with an issuer, in a process of circulation of debentures on the secondary securities market, payments of reward on debentures, and their redemption;
      68) Debenture program - issue of debentures within that an issuer is entitled to carry out several issues of debentures, including with different structure of an issue determined by a relevant issue prospectus;
      69) Denomination value of debentures - a monetary value of debentures, defined during its issuance, on that the interest is charged expressed as a percentage of reward on large debentures, as well as an amount payable to a holder of bonds at its redemption;
      70) Freeze - temporary ban on registration of civil-law transactions with securities in register system of securities holders and accounting system of nominal holding, realized with the purpose of guaranteeing a security of securities;
      71) Originator - legal entity—resident of the Republic of Kazakhstan, conforming to requirements of the National Bank of the Republic of Kazakhstan, transferring to Islamic special financial company assets on the basis of a buy and sell contract and (or) that is a founder of Islamic special financial company.
      An originator can be an authorized body on managing of state property, transferring to Islamic special financial company assets on the basis of a contract of lease;
      72) Placed issuance securities – issuance securities, fully paid by investors on a primary securities market;
      73) Central Securities Depository - specialized non-profit organization, the only one on the territory of the Republic of Kazakhstan that carry out depository activity;
      74) Accounting system of central securities depository - a set of information generated by a central securities depository under execution of depository activity;
      75) Central contractor - a legal entity that is a party in transactions concluded on a securities or commodity exchange, to each of a seller and each buyer of financial instrument;
      76) Self-regulatory organization – a legal entity created by professional participants of securities market in a form of an association (union) with the purpose of establishing common rules and standards for their activity on securities market;
      77) Applicant - a legal entity that has submitted to an authorized body documents with the purpose of obtaining a license for carrying out activities on securities market;
      78) Prudential standards - financial indicators standards established by an authorized body and subjected to compliance by a licensee;
      79) Emergency fund - funds intended to cover losses arising as a result of investment of money received from placement of Islamic securities, procedure of formation and use of that is determined by prospectus of issue of Islamic securities;
      80) Rating - individual numerical and literal indicator for an evaluation that is establishing a relative creditworthiness of a particular issuer or the quality and reliability of its securities;
      81) Organizer of an auction - stock exchange and quotation organization of securities market off exchange;
      82) List of an organizer of an auction - prepared in accordance with internal documents of an organizer of an auction list of financial instruments, admitted to circulation in trading system of stock exchange or the system of exchange of quotations of a quotation organization of securities market off exchange;
      83) Paying agent - bank or organization carrying out certain types of banking operations;
      84) Transfer-agent - professional participant of securities market, rendering services on reception and transfer of documents (information) between its clients;
      85) Derivative securities - securities certifying rights in relation to the underlying assets for these derivative securities;
      86) Registered person - a person having a client account opened in an accounting system of a professional participant of securities market;
      Note of the RCLI!
      Subparagraph 87) is valid until 01.01.2013 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV.
      87) Registrar - a professional participant of securities market carrying out formation, storage and maintenance of registers system of securities holders;
      88) is excluded by the Law of the Republic of Kazakhstan dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar day after its first official publication)
      89) Organized securities market - scope of circulation of issuance securities and other financial instruments, the transactions with that are carried out in accordance with internal documents of an organizer of an auction;
      90) Unorganized securities market - scope of circulation of securities, in that the transactions with securities are carried out without compliance with requirements established by internal documents of an organizer of an auction;
      91) National identification number - alphanumeric code assigned by an authorized body of issuance securities for the purposes of their identification and systematization of an account;
      92) Hedging - transactions with derivative financial instruments performed for the purpose of compensation of possible losses arising from adverse changes in prices or other indicator of an object of a hedging. Under objects of hedging are recognized assets and (or) obligations as well as cash flows associated with specified assets and (or) obligations or expected transactions;
      93) Foreign government issuance securities - issuance securities certifying a right of its holder in relations of loan in that a borrower is a foreign government, or other securities, attributed in accordance with the legislation of a foreign government to government securities;
      94) Structure of an issue - information on number of issued issuance securities, their type, denomination value (for debentures);
      95) Internal documents - documents, that regulate conditions and procedure for activities of an entity of securities market, its bodies and subdivisions (branches, representative offices), employees, rendering of services and an order of their payment;
      96) Issuance securities - securities having in the framework of same issue` of homogeneous characteristics and details that are placed and circulated on the basis of a unified conditions for specified issue;
      97) Circulation of issuance securities - making on secondary securities market of civil-law transactions with securities;
      98) Government register of issuance securities - a set of information on issues of issuance securities and their issuers, formed by an authorized body;
      99) Placement of issuance securities - sale of securities in primary securities market;
      100) Prospectus of an issue of issuance securities - a document containing information about an issuer, his financial status, intended for sale issuance securities, volume of an issue, quantity of securities in an issue, the procedure and order of their issuance, placement, circulation, payment of dividends (reward), redemption and other information that may affect on a decision of an investor on purchase of securities;
      101) An issue of issuance securities - actions of an issuer aimed at arising of issuance securities as objects of civil rights, or a set of certain securities, placement, circulation and redemption of that is carried out in accordance with the prospectus of issue of specified issuance securities;
      102) Cancellation of an issue of issuance securities - termination of existence of issuance securities as an object of civil rights;
      103) Underwriting consortium - association of underwriters, created on the basis of a contract on joint activity for the purpose of providing services to an issuer at issuing and placing of issuance securities;
      104) Issuer – person, carrying out issuing of an issuance securities.
      Footnote. Article 1 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); as amended by the Law of the Republic of Kazakhstan dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication); dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 2. Legislation of the Republic of Kazakhstan on securities market

      1.Legislation of the Republic of Kazakhstan on securities market shall be based on the Constitution of the Republic of Kazakhstan and consists of the Civil Code of the Republic of Kazakhstan, this Law and other regulatory legal acts of the Republic of Kazakhstan.
      2. If an international treaty ratified by the Republic of Kazakhstan establishes different rules than those contained in this Law, the rules of an indicated treaty shall be applied.
      3. Norms of this Law shall apply to legal relations arising in a process of issuance, placement, circulation and redemption of government securities, issuance securities, other financial instruments issued by banks, organizations conducting certain types of banking transactions, insurance (reinsurance) organizations, investment funds, an integrated accumulative pension fund, voluntary pension funds, unless otherwise provided for by the legislative acts of the Republic of Kazakhstan.
      Footnote. Article 2 as amended by the Laws of the Republic of Kazakhstan dated 20.11.2008 No. 88-IV (the order of the entry into force see Article 2); dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 3. State regulation of securities market

      1. State regulation of securities market shall be carried out by the National Bank of the Republic of Kazakhstan (an authorized body).
      2. An authorized body shall:
      1) determine as agreed with the Government of the Republic of Kazakhstan priorities in the field of formation and development of securities market;
      2) conduct state policy on maintenance of functioning of securities market in the Republic of Kazakhstan and formation of an infrastructure of national securities market, protection of rights and interests of investors on securities market;
      3) within the limits of its competence, adopt regulatory legal acts on state regulation of securities market;
      4) recognize assets of a financial securities market;
      5) set conditions and order of issue, circulation and redemption of non-governmental securities, derivative securities and their state registration, consideration of reports on results of placement and redemption of non-governmental issuance securities and derivative securities, as well as their cancellation, including state registration of issuance securities of non-residents of the Republic of Kazakhstan and international organizations, that are subjected to issuance and placement on the territory of the Republic of Kazakhstan;
      6) maintain government register of issuance securities, an electronic register of licensor and register of permits to implementing an activity on securities market;
      7) suspend and resume placement of non-governmental issuance securities and derivative securities, cancel issues of non-governmental issuance securities and derivative securities;
      7-1) define types and requirements to mass media, that can be used to publish information on activities of securities market entities subjected to mandatory public disclosure, in accordance with this Law and other legislative acts of the Republic of Kazakhstan;
      8) define rules on implementing professional activity on securities market, requirements to conditions and procedure for making professional participants of securities market transactions with securities and (or) derivative financial instruments, accounting for such transactions, and reporting on them;
      9) recognize activity on securities market as a professional;
      10) determine conditions and procedure for issuing licenses for types of activities on securities market;
      11) establish types of prudential standards and other indicators or criteria (normative) of financial stability of licensees, calculation procedure and methods of calculation;
      12) issue licenses for types of activities on securities market, suspend, renew and deprive of a licence;
      13) is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      14) give consent to appointment of candidates to posts of senior officials of a central depository, a single registrar and licensees;
      15) determine procedure for submitting reports to a central depository, a single registrar and licensees and report forms;
      16) is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      17) is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      18) is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      19) within its competence, carry out control and supervision of activities of an issuers, a central depository, a single registrar and licensees, as well as carry out an audit of their activities;
      19-1) direct to subjects of securities market regulations on adoption of legally binding corrective measures aimed at addressing of identified deficiencies within a prescribed period of time;
      19-2) direct to issuers of securities market binding instructions on elimination in charters contradictions to the legislation of the Republic of Kazakhstan;
      19-3) entitled to take legal resourse to protect rights and legitimate interests of securities holders;
      20) is excluded by the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230
      21) publish information on issues of securities market, using information in its possession concerning entities of securities market (with the exception of information constituting commercial and other secret protected by the Law), as well as information on measures taken by them to subjects of securities market;
      22) interact with foreign bodies of regulation of securities markets on issues of coordination of taken measures on regulation of securities markets, prevention and suppression of offences on securities markets and other issues of mutual interest;
      22-1) determine conditions and procedure of suspension and resumption of trading on stock exchange;
      23) exercise other powers provided for by this Law, other Laws of the Republic of Kazakhstan, acts of the President of the Republic of Kazakhstan and the Government of the Republic of Kazakhstan.
      Footnote. Article 3 as amended by the Laws of the Republic of Kazakhstan dated 07.07.2004 No. 577-IV (shall be enforced from the 01.01.2005); dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 12.01.2007 No. 222 (shall be enforced upon expiry of 6 months after its official publication); dated 19.02. 2007 No. 230 (the order of the entry into force see Article 2); dated 15.07. 2010 No. 337-IV (the order of the entry into force see Article 2); dated 05.07.2011 No. 452-IV (shall be enforced from 13.10.2011); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 3-1. Limited enforcement action and sanctions applied by an authorized body

      1. In cases of detection by an authorized body of violations of prudential standards and other mandatory standards and limits, violations of regulatory legal acts of an authorized body, detection of illegal actions or inactions of officials and employees of subjects of securities market an authorized body shall be entitled to apply to subjects of securities market one of the following limited enforcement actions:
      1) give written regulation subjected to compulsory implementation;
      2) put question to shareholders on dismissal of executive employee of securities market entities;
      2-1) dismiss members of an investment committee from execution of liabilities in composition of an investment committee;
      3) send a requirement to presenting a letter of commitment;
      4) make with a subject of securities market a written agreement that is subjected to compulsory implementation.
      1-1. Measures outlined in subparagraphs 1) and 4) of paragraph 1 of this Article can also be applied with regard to persons with signs of a major participant as well as major participants of manager of investment portfolio, if an authorized body determines that violations, illegal actions or inaction of person possessing signs of a major participant as well as major participants of manager of investment portfolio, their officials or employees that worsened a financial situation of manager of investment portfolio.
      2. A letter of commitment of a subject of securities market must contain fact of recognition of existing deficiencies and guarantee of administration of a subject of securities market on their elimination in a strictly defined frame of time and (or) prevent such violations in future with a list of planned activities, terms of their execution and officials of subjects of securities market responsible for taking corrective measures.
      3. A written agreement is an agreement between a subject of securities market and an authorized body on necessity of immediate elimination of identified deficiencies and on approval in this regard of priority measures.
      4. A written regulation is an indication to a subject of securities market on adoption of subjected to compulsory implementation corrective measures aimed at elimination of identified deficiencies within a prescribed period of time with indication of an official of a subject of securities market, responsible for taking corrective measures.
      Appeal of a written regulation of an authorized body in a court shall not suspend its execution.
      5. A subject of securities market shall be obliged to notify an authorized body on performance of letter of commitment, written regulation or written agreement within the period of time specified in this document.
      6. An order of application of limited enforcement actions shall be established by regulatory legal acts of an authorized body.
      7. An authorized body shall be entitled to apply sanctions to subjects of securities market irrespective from applied earlier to him measures of impact.
      8. As sanctions an authorized body shall be entitled to apply the following measures:
      1) impose and collect fines in accordance with the legislation of the Republic of Kazakhstan;
      2) suspend a licence;
      3) lose a licence;
      4) withdraw consent of an authorized body on appointment of executives employees of central depository, registrar and licensees.
      9. Is excluded by the Law of the Republic of Kazakhstan dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication)
      Footnote. The Law is supplemented with Article 3-1 in accordance with the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230 (the order of enforcement see Article 2); as amended by the Laws of the Republic of Kazakhstan dated 11.07.2009 No. 185-IV (shall be enforced from the 30.08.2009); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication); dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 3-2. Measures of early response

      1. For the protection of rights and interests of investors on securities market and securing financial sustainability of an organization, carrying out brokerage and (or) dealer activity on securities market and (or) activity on managing of investment portfolio an authorized body shall carry out analyses of activity if specified organizations for identifying factors influencing to worsening of their financial situation provided for by regulatory legal act of an authorized body.
      2. In case of revealing of factors specified in paragraph 1 of this article, as a result of analysis of financial situation of organizations carrying out brokerge and (or) dealer activity on securities market and (or) activity on managing an investment portfolio and (or) according to results of their inspection an authorized body shall direct to an organization, carrying out brokerage and (or) dealer activity on securities market and (or) activity on managing an investment portfolio a request in written form on presentation of plan of measures providing for measures of early response to improve financial sustainability of an organization performing brokerage and (or) dealer activity on securities market and (or) activity on managing an investment portfolio, preventing worsening of its financial situation and increasing of risks connected with execution of professional activity on securities market.
      Organization, carrying out brokerage and (or) dealer activity on securities market and (or) activity on managing an investment portfolio, shall be obliged within a period not exceeding five working days from the date of receipt of requirements to develop and submit to an authorized body the plan of measures with indication of terms of performance of each item and responsible officials involved.
      Upon approval by an authorized body of plan of measures of organization, carrying out brokerage and (or) dealer activity on securities market and (or) activity on managing an investment portfolio, shall proceed to its implementation, and notify an authorized body on results of its performance in a specified by a plan period of time.
      Upon disapproval of a plan of measures an authorized body shall apply to an organization, carrying out brokerage and (or) dealer activity on the securities market and (or) activity on managing an investment portfolio, one or more measures of early response from the listed below measures by claiming on:
      1) change of an organizational structure and (or) regular stuffing of an organization carrying out brokerage and (or) dealer activity on securities market and (or) activity on managing an investment portfolio;
      2) dismissal from office of executive officers and (or) other employees of an organization, carrying out brokerage and (or) dealer activity on securities market and (or) activity on managing an investment portfolio;
      3) change in a composition of an investment committee;
      4) termination of accrual and (or) payment of dividends for a period specified by an authorized body;
      5) transfer of assets of clients to a management of other organization carrying out activity on activity on managing an investment portfolio;
      6) increasing of own capital of an organization carrying out brokerage and (or) dealer activity on securities market and (or) activity on activity on managing an investment portfolio to a size sufficient to securing its financial sustainability, including through increase of its charter capital;
      7) conducting restructuring realization of investment portfolio for the purpose of increasing share of realisable assets and (or) reduction of investment risks;
      8) reduction of administrative costs, including through suspension or restriction of hiring additional workers.
      3. In case of failure in period of time provided for by paragraph 2 of this article, a plan of measures aimed at improving of financial sustainability of an organization carrying out brokerage and (or) dealer activity on securities market and (or) activity on activity on managing an investment portfolio, or untimely fulfillment of measures of this plan, as well as non-fulfillment or untimely fulfillment of measures of early response in accordance with a demand of an authorized body to an organization of carrying out brokerage and (or) dealer activity on securities market and (or) activity on activity on managing an investment portfolio, shall be applied limited enforcement measures and (or) sanctions provided for by this Law.
      4. The order of application of measures of early response and technique of definition of factors worsening financial situation of organizations carrying out brokerage and (or) dealer activity on securities market and (or) activity on activity on managing an investment portfolio, shall be established by regulatory legal act of an authorized body.
      5. Requirements of this Article shall not apply to banks of the second level, upon carrying out brokerage and (or) dealer activities on securities market.
      Footnote. The Law is supplemented with Article 3-2 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); as amended by the Laws of the Republic of Kazakhstan dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 4. Objects of securities market

      1. Objects of securities market of the Republic of Kazakhstan shall be:
      1) non-governmental issuance securities of organizations - residents of the Republic of Kazakhstan, the issue of that has been registered by an authorized body according to the procedure provided for by the this Law and other legislation of the Republic of Kazakhstan;
      2) non-governmental issuance securities of organizations - non-residents of the Republic of Kazakhstan, the issue of that has been registered by an authorized body or admitted to circulation on organized securities market of the Republic of Kazakhstan;
      3) non-governmental issuance securities of organizations-residents of the Republic of Kazakhstan, the issue of that has been registered in accordance with the legislation of a foreign state and admitted to circulation on organized securities market of the Republic of Kazakhstan according to the procedure provided for by a regulatory legal act of an authorized body;
      4) issuance securities of international financial organizations, the issue of that has been registered by an authorized body or admitted to circulation on organized securities market of the Republic of Kazakhstan according to the procedure provided for by a regulatory legal act of an authorized body;
      5) governmental issuance securities;
      5-1) foreign government issuance securities;
      6) derivative securities and other financial instruments.
      2. Types of issuance securities hall be determined in accordance with the Civil Code, this Law and other legislation of the Republic of Kazakhstan.
      Footnote. Article 4 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72(the order of the entry into force see Article 2); dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 5. Subjects of securities market

      1. Subjects of securities market shall be individual and institutional investors, issuers, professional participants of securities market, organizers of auctions and self-regulatory organizations.
      2. Individual investors shall make investments in issuance securities and other financial instruments by themselves or using services of professional participants of securities market, possessing a license for brokerage and dealer activity or activity on managing an investment portfolio.
      3. Institutional investors shall make investments using services of professional participants of securities market, possessing licenses for realization of activity on management of investment portfolio, except for the cases provided for by Laws of the Republic of Kazakhstan.
      4. Is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      Footnote. Article 5 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72(the order of the entry into force see Article 2); dated 20.11.2008 No. 88-IV (the order of the entry into force see Article 2); dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 5-1. Qualified investors

      1. Qualified investors shall be persons, specified in paragraph 2 of this article, as well as persons recognized as qualified investor, according to the procedure provided for by this article.
      2. Qualifies investors shall be:
      1) financial organizations;
      2) legal entities carrying out professional activities on securities market without a relevant licence of an authorized body in accordance with the legislative acts of the Republic of Kazakhstan;
      3) national holding, national managing holdings
      4) international financial organizations.
      3. Organizations carrying out brokerage and (or) dealer activity on securities market and (or) activity on managing investment portfolio can be recognized as qualified investors individual investors and institutional investors that are not specified in paragraph 2 of this article, according to the procedure and on conditions defined by a regulatory legal act of an authorized body.
      4. A person that has applied to be recognized as a qualified investor shall be responsible for reliability of provided information about itself.
      Recognition of a person as a qualified investor, on the basis of its provided false information shall not be a ground for invalidity of transactions made in his interests and at his expense.
      5. A person can be recognized as a qualified investor in respect of one type or several types of securities and other financial instruments of the same type or several types of services intended to qualified investors.
      6. A list of financial instruments permitted for acquisition only at the expense of funds of qualified investors shall be established by regulatory legal act of an authorized body.
      7. A professional participant of securities market, specified in paragraph 3 of this article, that carries out recognition as a qualified investor, shall be obliged to:
      1) notify a qualified investor about the relation of types of securities and other financial instruments or services he has been recognized as a qualified investor;
      2) demand from a person recognized as a qualified investor, confirmation in compliance with requirements, compliance to that is necessary for recognizing a person as a qualified investor, and constantly perform an inspection of compliance to the specified requirements;
      3) keep a register of persons recognized by them as qualified investors.
      8. Exception of a qualified investor from a register of qualified investors shall be carried out in case of its non-conformity with conditions of inclusion in a register of qualified investors.
      Footnote. Chapter 1 is supplemented with Article 5-1 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

Chapter 2. Government registration of an issue of issuance securities

      Article 6. Government register of issuance securities

      1. Conditions and procedure of keeping a state register of issuance securities shall be determined by regulatory legal acts of an authorized body.
      2. Issuance securities the issue of that has been cancelled or the information about that has not been entered to a government register of issuance securities cannot be an object of transactions on securities market.
      3. Information about registered issuance securities and their issuers shall be made by an authorized body on government register of securities within one day from the date of approval by a competent authority of relevant decision.
      Footnote. Article 6 as amended by the Laws of the Republic of Kazakhstan dated 07.07.2004 No. 577

      Article 7. An issue of governmental issuance securities

      1. Conditions and procedure of issue of governmental issuance securities, their placement, circulation and redemption shall be established by legislation of the Republic of Kazakhstan.
      2. Procedure of assignment of national identification numbers to governmental securities shall be established by a regulatory legal act of an authorized body.

      Article 8. Governmental registration of an issue of non-governmental issuance securities

      1. Government registration of an issue of non-governmental issuance securities shall be carried out by an authorized body on terms and according to the procedure provided for by this Law and regulatory legal acts of an authorized body.
      2. Government registration of an issue of non-governmental issuance securities shall include:
      1) consideration of submitted documents and their expertise to accordance with legislation of the Republic of Kazakhstan;
      2) appropriation of national identification numbers to issuance securities and entry of information about them and an issuer in government register of issuance securities;
      3) issue of certificate on state registration of release of issuance securities and issuance securities release prospectus (except for issue of debentures with a term of circulation not more than twelve months).
      2-1. Conditions and procedure for the state registration of issue of shares of unit investment funds shall be determined by certain legislative act of the Republic of Kazakhstan.
      3. Documents on issue of non-governmental issuance securities shall be considered by an authorized body within thirty calendar days from the day of their submission for a state registration.
      In case of submission of additional documents for state registration of issue of non-governmental issuance securities an authorized body shall be entitled to extend the term for consideration of documents for a period of not more than thirty calendar days.
      4. For a presentation to an authorized body of false information in documents for a state registration of an issue of non-governmental issuance securities, as well as for violation of deadlines for submission of documents, an issuer and its officials shall bear responsibility in accordance with the Laws of the Republic of Kazakhstan.
      5. An authorized body shall not be entitled to refuse in state registration of an issue of non-governmental issuance securities based on motives of inexpediency.
      Footnote. Article 8 as amended by the Laws of the Republic of Kazakhstan dated 07.07.2004 No. 577 (the order of the entry into force see Article 2); dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2).

      Article 9. Prospectus of an issue of issuance securities

      1. Prospectus of an issue of issuance securities must contain the following information:
      1) On issuer, his location and types of activity;
      2) major shareholders and (or) participants owning ten and more percent of shares in a charter capital of an issuer;
      3) on structure of bodies of an issuer with indication of information about executives, positions over the last three years, as well as information on number of shares (amount of stakes of participation in charter capital) of an issuer owned by them;
      4) on assets of an issuer with indication of their balance-sheet value, about consumers and suppliers of goods (works, services) of an issuer in the amount of five and more percent from the total value of produced and consumed goods (works, services);
      4-1) about assets of an issuer constituting not less than ten percent of total assets that are collateral for obligations of an issuer and transferred into entrusted administration with indication of cost of each asset and the date of completion of an effect of respective contracts;
      4-2) on securing of debentures (in case of issue of guaranteed bonds);
      5) about evaluation of property of an issuer (upon issue of guaranteed bonds);
      6) on payables and receivables indebtedness constituting five and more percent of balance-sheet value of assets of an issuer, periods for their redemption with indication of a list of creditors (debtors);
      7) on affiliated persons of an issuer, except for the persons specified in subparagraph 2) of this paragraph;
      8) about number of announced securities, as methods of payment of income on securities including a nominal value of debentures, periods of their circulation and procedure of redemption;
      9) procedure for conversion of securities (upon issuance of the convertible securities);
      10) on representative of holders of debentures;
      11) on paying agent;
      11-1) about an organization, providing consulting services on issues of inclusion and location of issuance securities in an official list of stock exchange (in case of the obligation to conclude an agreement with such organization is provided by the requirements of this Law);
      12) Is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013)
      1-1. Additional requirements to prospectus of an issue of debentures, issued by a special finance company in accordance with the legislation of the Republic of Kazakhstan on project finance and securitization shall be established by the legislation of the Republic of Kazakhstan on project finance and securitization.
      1-2. Requirements to prospectus of an issue of Islamic securities shall be established by regulatory legal act of an authorized body.
      Prospectus of an issue of Islamic securities shall be subject to agreement with the Council of Islamic finance principles.
      An issuer shall not be entitled to change conditions of an issue, placement, circulation and redemption of Islamic securities, established by prospectus of an issue, in cases of infringing rights and interests of holders of Islamic securities.
      2. An integral part of prospectus of an issue of issuance securities shall be:
      1) copies of annual financial accounting of an issuer for the last two financial years, confirmed by audited report, as well as copies of an audit report and accounting policies of an issuer (except for newly established issuers);
      2) copies of financial accounting of an issuer as of the end of the last quarter before submission of documents for state registration of issue of securities.
      In case of absence of report of an auditor financial accounting for the completed fiscal year from 1 January to 1 June of a current year, an issuer shall submit to an authorized body a financial accounting for the two years preceding the most recent completed year, and an audit report of financial accounting for a specified period. An audit report and financial accounting for a completed fiscal year shall be submitted by an issuer within a month from the date of approval of annual financial accounting according to the procedure provided for by the legislation of the Republic of Kazakhstan.
      2-1) An authorized body shall establish requirements to content of prospectus of an issue of issuance securities of an issuer that has a minimal required rating of one of the rating agencies, a list of that is established by an authorized body.
      2-2) In addition to the documents specified in subparagraphs 1) and 2) of paragraph 1 of this article, an integral part of:
      2-1. prospectus of an issue of shares shall be methods of evaluation of shares at repurchase by a company on an unorganized market and order of distribution of net income of a company;
      2-2. prospectus of an issue of debentures shall be:
      copies of contracts signed with a representative of holders of debentures;
      copies of contracts with organizations providing advisory services related to issues of inclusion and location of issuance securities in the official list of a stock exchange to issuers planning a placement of bonds on a organized market (in case if an obligation to conclude an agreement with such organizations is provided for by the requirements of this Law);
      procedure of distribution of income of an issuer between participants to the issuers, created in an organizational legal form of a limited liability partnership.
      3. The structure of prospectus of an issue of issuance securities and the procedure for its preparation and registration shall be established by regulatory legal acts of an authorized body.
      4. An issuer shall submit to an authorized body changes and additions to the prospectus of an issue of issuance securities in case of change of information specified in subparagraphs 1), 2), 3), 4), 4-1), 4-2), 8), 9), 10), 10-1), 11) and 11-1) of paragraph 1 of this article, and (or) of documents specified in subparagraph 1) and the fourth indention of subparagraph 2) of paragraph 2-2 of this article, within fifteen calendar days from the date of their occurrence (adoption of decisions by relevant bodies of an issuer) for their registration according to the procedure provided for by the regulatory legal act of an authorized body. Upon increase of number of announced shares and (or) change of a type of announced shares or reducing of number of debentures authorized body shall replace of a certificate of state registration of an issue of announced shares (debentures). Registration of changes and additions into the prospectus of an issue of announced shares (debentures) or change of a certificate about state registration of an issue of announced shares (debentures) shall be carried out by an authorized body within fifteen calendar days.
      4-1. To change information in prospectus of an issue of debentures specified in subparagraphs 4-2), 8), 9) of paragraph 1 of this Article shall be carried out by an issuer on the basis of a decision of general meeting of bonds holders under the following conditions:
      1) voted for this decision holders owning not less than eighty five percent of the bonds the total number of placed bonds, except for bonds, redeemed by an issuer;
      2) in case of presence in composition of holders of bonds of two and more persons holding more than ten per cent of bonds of this issue, except for bonds, redeemed by an Issuer, for amendments of conditions voted seventy-five and more percent from the total number of such bonds holders.
      Requirement of this paragraph shall not apply to financial institutions or companies of the banking conglomerate as a parental organization and that is not financial organizations, upon conducting restructuring in cases provided for by the Laws of the Republic of Kazakhstan.
      5. Requirements to prospectus of an issue of issuance securities provided for in paragraphs 1, 2 and 2-2 of this Article shall not apply to prospectus of an issue of agency bonds, bonds with a circulation period of not more than twelve months, bond programs and bonds, issued within the bond program, as well as to prospectus of an issue of Islamic securities.
      6. Prospectus of an issue of issuance securities shall be submitted to an authorized body in the state and Russian languages.
      Footnote. Article 9 as amended by the Laws of the Republic of Kazakhstan dated 21.04.2005 No. 46, dated 08. 07.2005 (the order of the entry into force see Article 2); dated 20.02.2006 No. 127 (the order of the entry into force see Article 2); dated 05.06.2006 No. 146 (the order of the entry into force see Article 2); dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); dated 23.10.2008 No. 71-In (the order of the entry into force see Article 2); dated 20.11.2008 No. 88-IV (the order of the entry into force see Article 2); dated 12.02.2009 No. 133-IV (the order of the entry into force see Article 2); dated 11.07.2009 No. 185-IV (shall be enforced from 30.08.2009); dated 10.02.2011 No. 406-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 28.12.2011 No. 524-IV (the order of the entry into force see Article 2); dated 12.01.2012 No. 539- IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 10. Refusal of government registration of an issue of issuance securities (amendments and additions to the prospectus of an issue of securities) and suspension of government registration of an issue

      Footnote. Title of Article 10 as amended by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      1. An authorized body shall be entitled to refuse in government registration of an issue of issuance securities (amendments and additions in the prospectus of an issue of securities) in case of violation by an issuer of conditions and procedure of submission of documents for government registration of an issue and identification in a process of consideration of documents of their inconsistency with the requirements provided for by the legislation of the Republic of Kazakhstan.
      2. An authorized body shall be entitled to suspend a government registration of an issue of issuance securities, if in a process of consideration of submitted documents arose necessity of obtaining of additional information about an issuer and his activities.
      An authorized body shall resume government registration of an issue of issuance securities from the date of furnishing of additional information by an issuer.
      3. An issuer shall be entitled to appeal against a decision of an authorized body on rejection of a state registration of an issue of issuance securities in court.
      Footnote. Article 10 as amended by the Laws of the Republic of Kazakhstan dated 07.07.2004 No. 577, dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 11. government registration of an issue of announced shares

      1. A decision on government registration of an issue of announced shares shall be adopted by a constituent meeting (by a sole founder) or a general meeting of shareholders (a shareholder holding all voting shares) of a joint stock company.
      Joint stock company is obliged to submit documents for a government registration of an issue of announced shares within thirty calendar days:
      1) from the date of its government registration as a legal entity;
      2) from the date of adoption by a general meeting of shareholders of a decision on registration of an issue of announced shares in case of cancellation of an issue of announced shares on the basis of a court decision on recognition of an issue of announced shares invalid.
      1-1. An authorized body shall not be entitled to carry out a government registration of an issue of announced shares on expiry of one year from the date of registration of a joint stock company as a legal entity or from the date of cancellation of an issue of announced shares of a joint stock company on the basis of a court decision.
      An authorized body shall be entitled to apply to a court for the purpose of liquidation or reorganization of a joint stock company in cases if after the expiry of one year:
      1) from the date of government registration of a joint stock company as a legal entity joint stock company has not submitted documents for a government registration of an issue of announced shares;
      2) from the date of registration of a joint stock company as a legal entity or from the date of cancellation of an issue of announced shares of a joint stock company on the basis of a decision of court of an issue of announced shares has not been registered by an authorized body.
      2. A decision of a constituent meeting (a sole founder) or a general meeting of shareholders (a shareholder holding all voting shares) on government registration of an issue of announced shares must contain:
      1) place and date of holding a constituent meeting (general meeting of shareholders) with indication of name and location of an issuer;
      2) a list of founders, that participated in the constituent meeting, or information on number of voting shares represented at a general meeting of shareholders;
      3) types of shares and their total set of;
      4) set of shares placed among the founders, and the procedure for payment of shares;
      5) a nominal value of shares placed among the founders.
      The provisions of subparagraphs 1) and 2) of this paragraph shall not apply in respect of a joint stock company, created by a sole founder and shareholder of a company, all of the voting shares of that are owned by one shareholder.
      3. Government registration of an issue of announced shares hall be carried out on the basis of presented by a joint stock company of the following documents:
      1) applications made in an arbitrary form;
      2) copies of a protocol of a constituent meeting (resolution of a sole founder) on government registration of an issue of announced shares or general meeting of shareholders (decision of a shareholder holding all voting shares) on registration of amendments to the prospectus of an issue of announced shares;
      3) copies of a charter of a joint stock company;
      4) certificate on government registration (re-registration) of a legal entity;
      5) is excluded by the Law of the Republic of Kazakhstan dated 19.03.2010 No. 258-IV;
      6) prospectus of an issue of shares in two copies;
      7) documents confirming payment of announced shares, that are to be placed among shareholders of a joint stock company.
      4. Upon conformity of submitted documents with legislation of the Republic of Kazakhstan, an authorized body shall carry out a government registration of an issue of announced shares by assigning shares of national identification number (national identification numbers) and an issue (direction) to a joint stock company of a certificate on government registration of an issue of announced shares and one copy of prospectus of an issue of announced shares with a mark of an authorized body on government registration of an issue of announced shares.
      5. The procedure of an assigning of national identification number (national identification numbers) to announced shares shall be established by a regulatory legal act of an authorized body. All announced shares of one type shall have a single national identification number.
      6. Registration of rights to shares of founders (a sole founder) of a joint stock company shall be performed by a registrar after a government registration of an issue of announced shares.
      7. A company shall be entitled to take a decision on increase of a number of announced shares after approval by an authorized body of the report about results of placement of announced shares, confirming the fulfillment of the founders of a company of obligations on payment of shares.
      Footnote. Article 11 as amended by the Laws of the Republic of Kazakhstan dated 07.07.2004 No. 577, dated 08. 07.2005 No. 72 (the order of the entry into force see Article 2); dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); dated 19.03.2010 No. 258-IV; dated 24.12.2012 No. 60-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 12. Government registration of an issue of non-governmental debentures

      1. For government registration of an issue of non-governmental bonds an issuer shall be obliged to submit to an authorized body the following documents:
      1) application made in a free form;
      2) copy of a decision of body of an issuer on issue of a debentures, containing information on the procedure of issue, placement, circulation and redemption of debentures, the use of funds obtained from the bonds placement, production volume, quantity and types of bonds, nominal value of bonds, rights of the holders of bonds;
      3) prospectus of an issue of debentures (prospectus of bond program) in two copies;
      4) copy of an charter;
      5) certificate on government registration (re-registration) of a legal entity;
      6) is excluded by the Law of the Republic of Kazakhstan dated 19.03.2010 No. 258-IV;
      7) in case of issue of infrastructure, as well as bonds secured by the guarantee of a Bank, the documents confirming presence of secure of performance of obligations of an issuer;
      7-1) in case if prospectus of an issue of bonds of an issuer is provided for the circulation of these bonds in a trade system of stock exchange, the conclusion of stock exchange on compliance of an issuer and bonds issued by him the requirements to be turned off and placement of bonds of an issuer in a list of a stock exchange, as well as recommendations of a listed commission of stock exchange on inclusion to the prospectus of an issue of securities of an issuer of additional restrictions necessary to securing of protection of rights and interests of investors;
      8) a copy of a protocol (extract from a protocol of a general meeting of shareholders (participants) and a copy of pages from a mass media, that published a notice on convening a general meeting of shareholders (participants), on that a decision has been taken on an issue of bonds, if in accordance with the legislation of the Republic of Kazakhstan an issue of bonds cannot be implemented without preliminary decision of general meeting of shareholders (participants) if an issuer.
      2. Conditions and procedure for the assignment of national identification number to bonds and issue of a certificate on government registration of an issue of non-governmental bonds shall be established by regulatory legal acts of an authorized body. Each issue of bonds within bond program shall have a national identification number.
      3. An issuer shall be entitled to submit documents for a government registration of an issue of non-governmental bonds after the payment by founders (a sole founder) of charter capital.
      4. Microfinance organizations, credit societies, mutual insurance companies, and pawnshops shall not be entitled to issue non-governmental bonds.
      Footnote. Article 12 as amended by the Laws of the Republic of Kazakhstan dated 21.04.2005 No. 46, dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 20.02.2006 No. 127 (the order of the entry into force see Article 2); dated 19.03.2010 No. 258-IV; dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 26.11.2012 No. 57-V (shall be enforced upon expiry of ten calendar days after its first official publication); dated 24.12.2012 No. 60-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 13. Particularities of a government registration of debenture program and an issue of debentures within debenture program

      1. A government registration of debenture program shall be carried out by an authorized body within fourteen calendar days from the date of receipt of a prospectus debenture program.
      Structure and contents of the prospectus of debenture program and issues of debenture within debenture program, as well as the procedure of their registration hall be established by regulatory legal act of an authorized body.
      Government registration of first issue of debentures within debenture program at the request of an issuer can be carried out simultaneously with a government registration of a debenture program.
      2. The documents submitted by an issuer to authorized body for a government registration of an issue of debentures within a registered debenture program shall be subjected to consideration by an authorized body within seven calendar days from the date of their submission.
      3. In case of compliance of an issuer and of documents submitted by an issuer for a government registration of debenture program or an issue of debentures within a debenture program, to the requirements of this Law and other regulatory legal acts of the Republic of Kazakhstan an authorized body shall carry out such a registration and shall issue to an issuer a certificate on government registration of debenture program or an issue of bonds within debenture program.
      4. In case of non-compliance of an issuer and the documents submitted by an issuer for a government registration of debenture program or an issue of bonds within debenture program, to the requirements of the legislation of the Republic of Kazakhstan an authorized body shall direct to an issuer a reasoned refusal on government registration.
      After elimination by an issuer of reasons for the refusal on government registration consideration of the documents shall be carried out by an authorized body in accordance with paragraphs 1 and 2 of this article.
      5. An authorized body shall be entitled to refuse to an issuer on government registration of an issue of debentures within debenture program if:
      1) trading at stock exchange on debentures, issued within a debenture program have been suspended;
      2) delisting of debentures, issued within a debenture program have been produced;
      3) as a result of government registration of an issue of debentures within debenture program the total number of the bond issues that are in circulation shall exceed a registered volume of such debenture program;
      4) on the date of submission of documents for government registration of an issue of debenture within debenture program, an issuer shall not meet the requirements, provided for by paragraph 1 of Article 14 of this Law.
      This paragraph shall not extend to a financial organization or organization that is included to a banking conglomerate as a parental organization and that is not a financial organization upon conducting by it of restructuring in cases provided for by Laws of the Republic of Kazakhstan.
      6. An issuer shall be entitled to carry out different in structure issues of debenture within debenture program.
      Footnote. Article 13 as amended by the Laws of the Republic of Kazakhstan dated 11.07.2009 No. 185-IV (shall be enforced from 30.08.2009); dated 01.03.2011 No. 414-IV (shall be enforced from 01.01.2010); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

Chapter 3. Specific conditions of an issue and circulation of debentures

      Article 14. Issue of debentures within debenture program

      Footnote. Article 14 is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 15. Conditions of an issue of debentures

      1. An issuer shall be entitled to carry out an issue of debentures only if on the date of submission of documents to an authorized body for a government registration of an issue of debentures he had no cases of untimely fulfillment or non-fulfillment of the conditions of an issue of securities (except for shares) that are in circulation (including obligations on payment of emoluments or redemption of securities), and delisting of securities (except for shares) that are in circulation, and upon condition of conformity by an issuer, except for an issuer of infrastructure bonds, of one of the following requirements:
      1) on the date of submission of documents to an authorized body for a government registration of an issue of debentures, an issuer shall have a minimal required rating of one of the rating agencies in accordance with requirements provided for by a regulatory legal act of an authorized body;
      2) according to the results of the last quarter prior to the submission of documents to an authorized body for a government registration of an issue of debentures, the amount of leverage of an issuer shall not not exceed the amount specified in a regulatory legal act of an authorized body;
      3) newly issued debentures shall be mortgage bonds.
      The requirements for the amount of leverage of an issuer, established by subparagraph 2) of the first part of this paragraph shall be in force for the whole period of bonds circulation.
      The requirements of this paragraph shall not extend to:
      1) national managing holding;
      2) special financial company that is carrying out an issue of debentures in the framework of project finance transactions or securitization, upon condition of compliance by an originator or an executor, determined in accordance with the legislation of the Republic of Kazakhstan on project finance and securitization, that are the only founder (shareholder) of specified special financial company, the requirements maintained in this paragraph to issuers of debentures;
      3) special financial company that implements an issue of debentures in the framework of project finance transactions in accordance with the legislation of the Republic of Kazakhstan on project finance and securitization, in that as a customer acts the state.
      2. During the period of circulation of bonds, as established by the prospectus of an issue of specified debentures, an issuer must comply with the following conditions:
      1) not to alienate any part of the assets of property of an issuer in the amount exceeding twenty-five percent of the total value of assets of an issuer at the date of alienation;
      2) not to allow facts of discrepancy of obligations that are not related to an issue of debentures of an issuer by more than ten percent of the total value of assets of an issuer at the date of government registration of an issue of debentures;
      3) not to make amendments to constitutive documents of an issuer, providing changes of the basic types of activities of an issuer;
      4) not to change an organizational-legal form.
      In case of violation by an issuer of conditions, provided for by this paragraph, an issuer shall be obliged to at the request of the bondholders to redeem the bonds at a price corresponding to the nominal value of bonds taking into account of accumulated emolument.
      3. The requirements of this paragraph shall not extend to:
      1) organization upon conducting of its restructuring liabilities in cases provided for by the Laws of the Republic of Kazakhstan;
      2) bank or organization carrying out certain types of banking operations.
      Issuers specified in subparagraph 2) of the first part of this paragraph, shall be entitled to issue debentures on condition of compliance to the requirements provided for by a regulatory legal act of an authorized body.
      Footnote. Article 15 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); as amended by the Law of the Republic of Kazakhstan dated 12.01.2012 No. 539-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 16. Issue of debentures with a term of circulation not more than twelve months

      1. Issue of debentures with a term of circulation not more than twelve months shall be entitled to exercise an issuer, the securities of that are included in the categories of a list of stock exchange provided for by a regulatory legal act of an authorized body.
      Requirements presented for debentures with a term of circulation not more than twelve months, admissible (admitted) to circulation on stock exchange, shall be established by regulatory legal act of an authorized body.
      2. Placement and circulation of debentures with a term of circulation not more than twelve months shall be carried out only in the trading system of stock exchange.
      3. Conditions and procedure of a government registration of an issue of debentures bond with a term of circulation not more than twelve months shall be established by regulatory legal act of an authorized body.
      Footnote. Article 16 as amended by the Law of the Republic of Kazakhstan dated 07.07.2004 No. 577; dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2).

      Article 17. Issue of convertible debentures

      1. An issuer created in an organizational-legal form of a joint stock company shall be entitled to issue of convertible debentures. The possibility of an issue of convertible debentures must be provided for by a charter of a joint stock company.
      2. Conversion of debentures into shares of a joint stock company shall be carried out in accordance with the conditions and procedure of conversion of debentures into shares of an issuer that are provided for the prospectus of an issue of debentures.

      Article 18. Issue of agential bonds

      Conditions and procedure of an issue of circulation and redemption of agential bonds, list of documents submitted by financial agency to an authorized body for the purpose of government registration of an issue agential bonds, the procedure of government registration of an issue, shall be established by a regulatory legal act of an authorized body.
      Footnote. Article 18 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 18-1. particularities of an issue, circulation and redemption of revenue-yielding bonds

      1. Conditions and procedure of an issue, circulation and redemption, as well as submission of a report on results of placement and redemption of revenue-yielding bonds shall be established by a regulatory legal act of an authorized body.
      2. Conversion of revenue-yielding bonds into shares of an issuer shall be prohibited.
      3. During the period of circulation of revenue-yielding bonds shall not be allowed change of conditions of a concession agreement that can entail the infringement of rights and interests of bondholders or shall be allowed with the consent of all holders of revenue-yielding bonds or their representatives.
      Footnote. Is supplemented with Article 18-1 in accordance with the Law of the Republic of Kazakhstan dated 21.04.2005 No. 46; as amended by the Laws of the Republic of Kazakhstan dated 04.12.2008 No. 97-IV (the order of the entry into force see Article 2)

      Article 18-2. General meeting of bondholders

      1. For the purposes of taking a decision on changing of conditions of an issue of debentures provided for by subparagraph 4-2), 8), 9) of paragraph 1 of Article 9 of this Law, shall be conducted a general meeting of bondholders.
      2. A list of bondholders that are entitled to participate in a general meeting of bondholders and vote shall be compiled by the registrar on the basis of the system of registers of securities holders at the date of conducting a general meeting of bondholders.
      3. An issuer shall direct a notice on holding a general meetings of bondholders to an organizer of auctions, in the system that are carried out transactions with securities of this issuer, to the registrar, central depository and shall publish information on holding of a general meeting of bondholders in periodicals, manufactured with a circulation at least fifteen thousand copies, distributed throughout the territory of the Republic of Kazakhstan in Kazakh and Russian languages, and (or) on its internet resource, and (or) on the internet resources of stock exchange not less than fifteen days before the date of a general meeting of bondholders.
      The time of placement of publications on the internet resource must be not less than one month. On the internet resource must be indicated the date and time of publication. If the set of holders of bonds does not exceed fifty holders, the notice must also be brought to information to the holders by sending them a written notification.
      4. Procedure of conducting of general meetings of bondholders shall be established by internal documents of an issuer that are approved by the management body of an Issuer.
      Voting at a general meeting of the bondholders shall be carried out on the principle of one bond - one vote".
      Adoption of decisions by a general meeting of bondholders shall be carried out taking into account the requirements provided for by paragraph 4-1 of Article 9 of this Law.
      5. A decision of a general meeting of bondholders must be published in mass media within three days from the day of its adoption. Within the specified period, an issuer shall also notify on adoption of a decision an authorized body, central depository and the registrar.
      6. In the period from the date of holding a general meeting of bondholders on changes of the information in the prospectus of an issue of debentures specified in subparagraphs 4-2), 8), 9) of paragraph 1 of Article 9 of this Law, before the date following the day of publication of a decision of a general meeting of bondholders in the mass media, placement and circulation of bonds shall be suspended.
      In case of acceptance by bondholders of decisions on change of conditions of an issue of debentures provided for by subparagraph 4-2), 8), 9) of paragraph 1 of Article 9 of this Law, the period of suspension of placement and circulation of bonds shall be extended until the day following the date of a government registration of amendments to the prospectus of an issue of debentures.
      Footnote. The Law is supplemented with Article 18-2 in accordance with the Law of the Republic of Kazakhstan dated 10.02.2011 No. 406-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 18-3. Particularities of an issue of debentures denominated in foreign currency

      1. The issuers - non-residents of the Republic of Kazakhstan or international financial organizations shall be entitled to issue on the territory of the Republic of Kazakhstan debentures, a nominal value of that is expressed in foreign currency.
      2. Conditions and procedure of an issue, circulation and redemption, as well as the submission of a report on results of placement and redemption of the bonds a nominal value of that is expressed in foreign currency shall be established by a regulatory legal act of an authorized body.
      Footnote. The Law is supplemented with Article 18-3 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 18-4. Reacquisition of placed bonds

      1. Reacquisition of placed bonds shall be made by an issuer in the following cases:
      1) adoption by the body of an issuer of a decision on delisting of the bonds;
      2) adoption of a decision by stock exchange on delisting of the bonds of an issuer due to the failure of special (listing) requirements in regard to the granting of stock exchange information, a list of that is determined by a regulatory legal act of an authorized body and internal documents of stock exchange;
      3) failure to conclude by an issuer of a contract with a representative of bondholders with a term exceeding thirty calendar days from the date of termination or expiration of an agreement with the former representative of bondholders.
      2. In cases specified by paragraph 1 of this article, an issuer shall be obliged to reacquisition of placed bonds at the nominal value of the bonds with accumulated emolument, or at a fair market price of the bonds, depending on what amount of value is the greatest.
      Footnote. The Law is supplemented with Article 18-4 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 19. Representative of bondholders

      1. Upon issuing and circulation of debentures representing interests of bondholders to an issuer shall carry out a representative of bondholders (hereinafter – representative).
      The choice of a representative of an issuer shall independently carry out from the number of professional participants of securities market engaged in custody and (or) brokerage and dealer activities on securities market.
      A representative must not be an affiliated person of an issuer.
      2. Requirements to the content of a contract on representation of interests of bondholders, concluded between an issuer and a representative, as well as the procedure and cases of early termination of powers of a representative shall be established by a regulatory legal act of an authorized body.
      Footnote. Article 19 as amended by the Laws of the Republic of Kazakhstan dated 21.04.2005 No. 46; dated 10.02.2011 No. 406-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 20. Functions and obligations of a representative

      1. A representative shall carry out the following functions:
      1) Control over fulfillment of the obligations by an issuer provided for by the prospectus of an issue of debentures to the bondholders;
      1-1) control over the proper use by an issuer of the money received from the placement of bonds;
      2) control over the condition of a property that is security for the performance of obligation of an issuer to the bondholders;
      3) conclude a contract of pledge with an issuer in respect of a property that is security for the performance of obligations of an issuer to bondholders;
      3-1) carry out monitoring of financial condition of an issuer and analyze its corporate events;
      4) take measures aimed at protecting of rights and interests of bondholders, including by filing a lawsuit on behalf of the bondholders, in ownership of that there is fifty and more percent of placed (excluding repurchased) bonds of an issuer, on issues of failure to meet the obligations by an issuer established by the prospectus of an issue of debentures;
      5) at least once a quarter shall inform the bondholders and an authorized body about its activities in compliance with subparagraphs 1), 1-1), 2), 3), 3-1) and 4) of this paragraph and the outcomes of such actions.
      1-1. A representative of holders of revenue-yielding bonds, along with the functions defined by paragraph 1 of this article, shall carry out a monitoring of timeliness and quality of project implementation, as well as its consistency with the conditions of issuance of revenue-yielding bonds.
      2. For the purposes of protection of rights and interests of bondholders a representative shall be obliged to:
      1) identify the circumstances that can lead to the violation of rights and interests of bondholders and notify them within three calendar days of the specified circumstances;
      2) represent the interests of bondholders in legal relations, connected with formulation and registration of the right of pledge on property that is the security of performance of obligations of an issuer to the bondholders;
      3) exercise control over the condition of a property that is security for the performance of obligations of an issuer to bondholders, according to the procedure provided for by legislative acts of the Republic of Kazakhstan;
      4) exercise control over timely payment of emolument on debentures;
      5) inform an authorized body and bondholders on condition of a property that is security for the performance of obligations of an issuer to bondholders;
      6) notify an authorized body and bondholders on termination of his competence as a representative within three days from the date of termination of an agreement with an issuer;
      7) submit to an authorized body and bondholders, at their request, information and documents related to his activities as a representative;
      8) not to disclose information constituting commercial and other secrets protected by the Law;
      9) realise mortgaged property in accordance with the legislation of the Republic of Kazakhstan in case of default by an issuer of its obligations before bondholders.
      2-1. Representative for the purposes of protection of rights and interests of bondholders shall be entitled to apply for:
      1) an issuer with the requirement of fulfillment of his obligations provided for by the prospectus of an issue of bonds to bondholders;
      2) an authorized body and other state bodies of the Republic of Kazakhstan;
      3) a court.
      2-2. for the purposes of implementation of functions specified in paragraph 1 of this article, a representative shall be entitled to request and receive information about a list of bondholders.
      An issuer shall be obliged to according to the procedure and on conditions, stipulated by a regulatory legal act of an authorized body and a contract with a representative, to provide to representative requested by him information for implementation of functions specified in paragraph 1 of this article.
      3. The procedure of execution by a representative functions and responsibilities specified in paragraphs 1 and 2 of this Article shall be established by a regulatory legal act of an authorized body.
      Note of the RCLI!
      Paragraph 4 shall be enforced from 01.01.2015
      4.A representative shall be obliged to publish on its internet site information about the results of their actions in accordance with subparagraphs 1), 1-1), 2), 3), 3-1) and 4) of paragraph 1 of this article, as well as information provided by an issuer in accordance with an agreement concluded between an issuer and representative.
      Footnote. Article 20 as amended by the Laws of the Republic of Kazakhstan dated 21.04.2005 No. 46; dated 10.02.2011 No. 406-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

Chapter 4. Placement of issuance securities

      Article 21. The rights of investors on acquisition of information on issue of issuance securities

      1. Upon placement of issuance securities of an issuer (underwriter, underwriting consortium) shall be obliged on first demand of an investor to bring him for examination a prospectus of an issue of issuance securities or its copy.
      2. An issuer (underwriter, underwriting consortium) shall be entitled to charge from an investor a fee for providing copies of the prospectus of an issue of issuance securities in the amount not exceeding the amount of expenses for its manufacture.
      3. An investor shall be entitled to apply for an authorized body with a request to verify the conformity of copies of prospectus of an issue of issuance securities that are in authorized body, submitting to an authorized body for these purposes, of specified copy.

      Article 22. The procedure of placement of non-governmental issuance securities

      1. Placement of non-governmental issuance securities shall be carried out taking into account restrictions provided for by this Law and other legislative acts of the Republic of Kazakhstan.
      Note of the RCLI!
      Indention is valid until 01.01.2016.
      An issuer, a controlling equity stake of that is directly or indirectly owned by a national managing holding, upon placement of shares on an organized securities market for the purposes realization of a decision of the Government of the Republic of Kazakhstan shall not be entitled to sell shares to foreign citizens and (or) legal entities, as well as to persons without citizenship.
      An issuer (underwriter, underwriting consortium) shall be entitled to carry out a placement of issuance securities by means of an auction or subscription at the unorganized securities market.
      Bonds, the prospectus of an issue of that has provided a circulation of these bonds on an organized market or on organized and unorganized markets, must be placed only on an organized market.
      Placement of issuance securities on an organized securities market shall be carried out in accordance with the internal documents of a trade organizer.
      2. An issuer shall be obliged within ten calendar days after the adoption by a relevant body of an issuer of a decision on placement of issuance securities among unlimited circle of investors to publish in mass media information on the state and Russian languages a notice on the placement of issuance securities.
      A notice on placement of issuance securities must contain:
      1) full name and location of an issuer;
      2) the date of a government registration of an issue of issuance securities, their type and set of that subjected to placement;
      2-1) information on terms and procedure of enforcement of the right of shareholders to privileged purchase of shares;
      3) information about the department and officials of an issuer, name and location of the underwriter (underwriting consortium), through of that is possible to examine with the prospectus of an issue of issuance securities or other information about them;
      4) information about the price of placement of issuance securities and their payment.
      3. Placement of issuance securities at the unorganized securities market shall be carried out by means of holding an auction or subscription on the basis of submitted by investors written applications to an issuer (underwriter, underwriting consortium). Conditions and procedure of holding auctions or subscription shall be determined by internal documents of an issuer and must contain the requirements for investors willing to purchase placed issuance securities.
      4. (is excluded by the Law of the Republic of Kazakhstan dated 05.06.2006 No. 146 (the order of the entry into force see Article 2);
      5. An issuer (underwriter, underwriting consortium)upon placement of shares shall be prohibited:
      1) to conclude (make) transactions, providing for a right or an obligation of an issuer to implement the buyback transaction of placed shares;
      2) conclude agreements (acquire derivate security), the conditions of that (the conditions of an issue of that) provides for a right or an obligation of an issuer to redeem placed shares of an issuer.
      An issuer (underwriter, underwriting consortium) shall be prohibited upon placing of debentures to provide for certain bondholders additional rights not provided for by prospectus of an issue of bonds.
      6. An issuer (underwriter, underwriting consortium) shall be obliged to provide to a registrar (nominal holder) an order on transfer of acquired issuance securities to a personal account of an investor in the system of registers of securities holders within two working days from the date of execution by an investor of obligations on payment of securities.
      Footnote. Article 22 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 05.06.2006 No. 146 (the order of the entry into force see Article 2); dated19.02.2007 No. 230 (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 12.01.2012 No. 538-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 22-1. Conditions and procedure of an issue and (or) placement of issuance securities on the territory of a foreign country, as well as inclusion of issuance securities to a list of securities of stock exchange, carrying out activity on the territory of a foreign country

      1. An organization-resident of the Republic of Kazakhstan shall be entitled to issue and (or) placement of issuance securities on the territory of a foreign country only with a relevant permission of an authorized body upon compliance of the following basic conditions:
      1) issuance securities previously issued by specified organization-resident of the Republic of Kazakhstan, except for securities of an organization-resident of the Republic of Kazakhstan, specified in part two of this subparagraph, are included in a list of stock exchange carrying out an activity on the territory of the Republic of Kazakhstan.
      In the case of an issue and (or) placement on the territory of a foreign country of securities issued by a legal entity created in accordance with the legislation of the foreign country, the place of effective management (actual managing bodies) in the Republic of Kazakhstan, in a list of stock exchange carrying out an activity on the territory of the Republic of Kazakhstan shall be included securities previously issued by an organization of the Republic of Kazakhstan, in that property is fifty and more percent of shares (stakes of participating in charter capital) of specified legal entity;
      2) simultaneously with the beginning of placement of bonds issued by an organization-resident of the Republic of Kazakhstan, on the territory of a foreign country, they must be offered to the acquisition on the organized securities market of the Republic of Kazakhstan on the same conditions of an issue of specified debentures that upon placement on the territory of a foreign country. Registration of applications from investors on purchase of bonds on an organized market of the Republic of Kazakhstan (hereinafter - applications of investors) shall be carried out at stock exchange, functioning on the territory of the Republic of Kazakhstan, in a trading system in that the placement of debentures in the procedure provided for by internal documents of stock exchange shall be carried out.
      Applications of investors shall be satisfied by the existing on the results of admission of all applications under this placement of debentures yield rate to redemption determined by an issuer in the amount not less than twenty percent of the total amount planned for placement of an issue of debentures. In case if demand for bonds on an organized market of the Republic of Kazakhstan is less than twenty percent of the total amount planned for placement of an issue of debentures, then applications of investors shall be satisfied in full amount;
      3) upon placement of bonds an issue of that has been registered by an authorized body, these bonds must be included in the categories of a list of stock exchange established by a regulatory legal act of an authorized body;
      4) upon placement of bonds an issue of that has been registered in accordance with the legislation of a foreign country, upon specified bonds must be received approval of stock exchange on their inclusion in the categories of a list of stock exchange provided for by a regulatory legal act of an authorized body;
      5) upon placement of shares s well as derivative securities, issued on the initiative or with the participation of a joint stock company and the underlying assets of that shall be shares of a joint stock company:
      these shares must be included in the categories of stock exchange list provided for by a regulatory legal act of an authorized body;
      a decision of an authorized body of an issuer on placement of shares must contain condition on that not less than twenty percent of the total number of specified shares must be offered for the acquisition on an organized securities market of the Republic of Kazakhstan. The set of shares to be offered for the acquisition on an organized securities market of the Republic of Kazakhstan, can consist less than twenty percent of the total number of placed shares, if such a set of is a result of realization of right to priority purchase of these shares.
      2. Issuance securities of organizations-residents of the Republic of Kazakhstan can be included and (or) to be in a list of securities traded on stock exchange carrying out activity on the territory of a foreign country, upon presence of a relevant permission of an authorized body, on conditions:
      1) inclusion and location of these issuance securities in relevant categories of a list of stock exchange carrying out activity on the territory of the Republic of Kazakhstan, established by the regulatory legal act of the authorized body;
      2) compliance with the requirements for placement of issuance securities on the territory of a foreign country, provided for by paragraph 1 of this article.
      3. Organization-residents of the Republic of Kazakhstan for the purposes of this Law shall be recognized legal entities created in accordance with the legislation of the Republic of Kazakhstan and (or) not less than two thirds of assets of that is located on the territory of the Republic of Kazakhstan or issued in accordance with the legislation of the Republic of Kazakhstan, and (or) other legal entities place of effective management (actual managing bodies) of that is located in the Republic of Kazakhstan.
      The place of effective management (actual management body) shall be recognized a place of realization of the primary management and adoption of strategic commercial decisions that are necessary for conducting entrepreneurial activity of a legal entity.
      4. Conditions and procedure for issuing permission of an authorized body on issuance and (or) placement of issuance securities of an organization-resident of the Republic of Kazakhstan on the territory of a foreign country shall be determined by a regulatory legal act of an authorized body.
      5. The requirements of this paragraph shall not extend to:
      1) organization upon conducting by it of restructuring liabilities in cases provided for by the Laws of the Republic of Kazakhstan;
      2) organization upon placement by it of bonds, the payment of that is carried out by a right to demand on bonds, previously placed by this organization, the term of circulation of has been expired;
      3) organization-resident of the Republic of Kazakhstan in case of acceptance by it of obligations of organization-non-resident of the Republic of Kazakhstan on bonds an issue of that has been registered in accordance with the legislation of the foreign country.
      6. Organization-resident of the Republic of Kazakhstan within fifteen calendar days from the date of completion of placement of issuance securities shall provide information to an authorized body according to the form provided for by regulatory legal acts of an authorized body confirming an organization-resident of the Republic of Kazakhstan conditions provided for by subparagraph 2), third indention of subparagraph 5) of paragraph 1 of this article.
      Footnote. Article 22-1 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524- IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 23. Payment of issuance securities

      1. The procedure and peculiarities of payment of shares hall be established by legislation acts of the Republic of Kazakhstan.
      2. Payment for debentures shall be carried out only in money, except the case of payment of debentures by rights of claims under the bonds, previously placed to the data of an issuer (net of redeemed by an issuer bonds), the term of circulation of that has expired. Until the full payment of placed bonds, an issuer shall not be entitled to give order on enlistment of specified debentures to the personal account of its acquirer in the system of registers of holders of bonds (the system of accounting for nominal holder).
      Payment of debentures by rights of claims under bonds, previously paid by rights of requirements shall be prohibited.
      2-1. Payment of Islamic securities shall be carried out only in money. Until full payment of placed Islamic securities an issuer shall not be entitled to give order on enlistment of specified Islamic securities to the personal account of its acquirer in the system of registers of holders of Islamic securities (accounting system of nominal holder).
      3. Placement of bonds placement through subscription shall be carried out on conditions and in the procedure determined by the prospectus of an issue of bonds.
      4. The requirements of paragraphs 2 and 3 of this Article shall be applied to the financial organization, or organization, a member of banking conglomerate as a parental organization and that is not a financial organization, upon conducting by it of restructuring liabilities in cases provided for by the Laws of the Republic of Kazakhstan, taking into consideration particularities provided for by a restructuring plan.
      Footnote. Article 23 as amended by the Laws of the Republic of Kazakhstan dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); dated 20.11.2008 No. 88-IV (the order of the entry into force see Article 2); dated12.02.2009 No. 133-IV (the order of the entry into force see Article 2); dated 11.07.2009 No. 185-IV (shall be enforced from 30.08.2009); dated 10.02.2011 No. 406-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 01.03.2011 No. 414-IV (shall be enforced from 01.01.2010); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 24. Account of the results of placement of issuance securities

      1. For consideration and approval of an account of the results of placement of issuance securities an issuer shall submit to an authorized body the following documents:
      1) Application on consideration of an account of the results of placement of issuance securities;
      2) financial statement as of the end of accounting month or as of the end date of placement of issuance securities;
      3) report about results of placement of issuance securities, compiled and executed in accordance with the requirements provided for by regulatory legal acts of an authorized body.
      In case of the issuance of mortgage and other bonds, secured by pledge of property of an issuer, an issuer, shall be submitted the documents confirming presence of a contract of pledge, registered in accordance with the requirements of the legislation of the Republic of Kazakhstan.
      2. An issuer shall be obliged to submit to n authorized body accounts of the results of placement of issuance securities by the results of every six months (within one month as of the end of the reporting half-year) up to full placement of issuance securities, as well as within a month after the completion of their full placement.
      3. Account of the results of placement of issuance securities shall be considered by an authorized body within fourteen calendar days.
      An authorized body shall be entitled to refuse on approval of the account of the results of placement of issuance securities, if in the process of consideration of the documents the facts of their inconsistency with the requirements provided for by the legislation of the Republic of Kazakhstan shall be revealed.
      In case of refusal on approval of the account of the results of placement of issuance securities n issuer shall be obliged to re-submit to an authorized body of a completed report within thirty calendar days from the date of receipt of the refusal.
      Footnote. Article 24 as amended by the Laws of the Republic of Kazakhstan dated 07.07.2004 No. 577; dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 25. Suspension of placement of issuance securities

      1. An authorized body shall be entitled to take a decision on suspension of placement of issuance securities in the following cases:
      1) failure of an issuer to report about results of placement of issuance securities;
      2) if in the process of consideration of an accounting of the results of placement of issuance securities shall be revealed a discrepancy of information specified in the report, the documents presented for a government registration of an issue of issuance securities;
      3) violation of conditions of an issue, placement and redemption of issuance securities;
      4) existence of facts of untimely fulfillment or non-fulfillment of obligations on payment of emolument or redemption of previously issued bonds.
      2. A decision on suspension of placement of issuance securities shall be directed by an authorized body to an issuer, registrar carrying out the maintenance of the system of registers of holders of securities, and the central depository.
      A registrar and central depository shall be obliged to suspend registration of deals on placement of an issue of issuance securities from the moment of receipt of a decision of an authorized body on suspension of placement of these securities.
      3. Within three calendar days from the date of receipt of a decision of an authorized body on suspension of placement of issuance securities an issuer must publish in mass media information on the state and Russian languages on suspension of placement of issuance securities and shall take all actions, contributing to elimination of revealed violations within the period established by an authorized body. The resumption of placement of issuance securities shall be carried out after elimination of the revealed violations on the basis of written notice of an authorized body.
      Footnote. Article 25 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 19.02.2007 No. 230 (the order of the entry into force see Article 2).

      Article 26. Keep investors informed of suspension of placement of issuance securities

      1. Informing investors of suspension of placement of issuance securities shall be made by an issuer by means of:
      1) publication of relevant information in mass media, defined by the charter and prospectus of an issue of securities of an issuer;
      2) dissemination of relevant information through the use of registrar services.
      2. Information of suspension of placement of issuance securities must contain:
      1) full name and location of an issuer;
      2) the date of government registration of issue of issuance securities;
      3) information of decision of an authorized body on suspension of placement of issuance securities.
      Footnote. Article 26 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 27. Invalidation of government registration of an issue of issuance securities

      1. Government registration of an issue of issuance securities can be recognized as invalidated in a judicial proceeding.
      2. Grounds for recognition of government registration of an issue of issuance securities as invalidated shall be:
      1) violation by an issuer of the legislation of the Republic of Kazakhstan;
      2) discovery of false information in the documents on the basis of that has been carried out government registration of an issuer as a legal entity;
      3) discovery of false information in the documents on the basis of that has been made government registration of an issue of issuance securities.
      3. Recognition by a court of government registration of an issue of issuance securities issue as invalid shall be a basis for cancellation by an authorized body of an issue of issuance securities.
      Within three months from the date of cancellation of an issue of shares a joint stock company shall take a decision on registration of new issue of shares or reorganization or liquidation of the company.
      Footnote. Article 27 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

Chapter 5. Circulation of issuance securities

      Article 28. The procedure of circulation of issuance securities

      1. Circulation of issuance securities on the secondary securities market shall be carried out through the commitment of the securities market entities on an organized and non-organized securities market of civil-legal transactions with these securities.
      2. Conditions and procedure for making transactions with issuance securities and their registration in the system of registers of securities holders or accounting system of nominal holding of securities shall be set in accordance with this Law and regulatory legal acts of an authorized body.

      Article 29. Suspension of circulation of issuance securities

      1. An authorized body shall be entitled to take a decision on suspension of circulation of issuance securities by means of blocking all or part of the issuance securities in all or certain personal accounts in the system of registers of holders of securities and (or) accounting system of nominal holding of securities in case of violation of the requirements provided for by this Law and other regulatory legal acts of the Republic of Kazakhstan, that establish:
      1) rights and interests of investors in the process of acquisition of issuance securities by them;
      2) conditions and procedure of making transactions with issuance securities.
      2. In case of taking a decision on suspension of circulation of issuance securities on the grounds specified in paragraph 1 of this article, an authorized body shall direct written instructions about elimination of the revealed violations to an issuer and to the persons involved (participated) in the transaction. These persons shall be obliged within the period provided for by an authorized body to eliminate the identified violations and submit to an authorized body a written report about the execution of instructions or of the impossibility to eliminate the revealed violations.
      3. A decision on suspension of circulation of issuance securities shall be directed by an authorized body to an issuer, registrar and central depositary.
      4. A registrar and central depository shall be obliged to suspend registration of transactions with securities, circulation of that has been suspended, in the system of registers of securities holders and accounting system of nominal holding from the moment of receipt of a notification of an authorized body on suspension of circulation of issuance securities.
      5. A nominal holder shall be obliged within twenty four hours upon receipt of a notification of central depository to notify in written form a client about the suspension of registration of transactions with securities on client's account in the accounting system of nominal holding of securities.
      6. After elimination of violations renewal of registration of transactions with securities in the registers system of securities holders and accounting system of nominal holding of securities shall be carried out on the basis of a written notice of an authorized body, directed to an issuer, the registrar and central depository not later than three calendar days from the moment of taking a decision about renewal of registration of transactions with securities.

      Article 30. Cancellation of an issue of issuance securities

      1. A decision on cancellation of an issue of shares, circulated on the secondary securities market shall be made by an authorized body in connection with a decision of the general meeting of shareholders of a joint stock company on the cancellation of an issue of shares in case of reorganization of a joint stock company (except for cases of joining to a specified joint stock company of another legal entity or discharge from a specified joint stock company of a new joint stock company) or its liquidation or in other cases prescribed by this Law, as well as on the basis of a court decision in accordance with Article 27 of this Law.
      1-1. Liquidated joint stock company shall refer to an authorized body for cancellation of an issue of shares within thirty calendar days from the date of approval of the liquidation balance-sheet of the liquidated company.
      1-2. An authorized body shall be entitled to take a decision on cancellation of an issue of shares of joint stock companies, information on the liquidation or reorganization (except for cases of joining to the specified joint stock company of another legal entity or discharge from the specified joint stock company of a new joint stock company) of that is kept in National register of business identification numbers, without presentation of the documents necessary for cancellation of shares.
      2. is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).
      2-1. In case of submission by a court or by enforcement authorities of production of court decision about invalidation of government registration of an issue of announced shares or compulsory liquidation that entered into force, an authorized body shall take a decision on cancellation of an issue of shares and notify an issuer.
      3. Conditions and procedure for cancellation of an issue of announced shares shall be established by regulatory legal act of an authorized body.
      4. Making of civil-legal transactions with shares in respect of an issue of that by an authorized body has been taken a decision on cancellation shall be prohibited.
      5. An issuer shall be obliged within seven calendar days from the moment of receipt of a notification of an authorized body on cancellation of an issue of shares to publish information about it in mass media on the state and Russian languages.
      6. A decision on cancellation of an issue of shares shall be directed by an authorized body to an issuer, registrar and central depository.
      Procedure of termination of registration of transactions with securities of an issuer in connection with the cancellation of an issue of announced shares shall be established by a regulatory legal act of an authorized body.
      Footnote. Article 30 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 24.12.2012 No. 60-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 30-1. Cancellation of an issue of debentures

      1. A decision on cancellation of an issue of debentures shall be taken by an authorized body on one of the following grounds:
      1) the existence of solutions of body of an issuer about the cancellation of an issue of bond on compliance to one of the following conditions:
      none of bonds of this issue has been placed;
      all bonds of this issue has been redeemed by an issuer on the secondary securities market;
      after expiration of circulation period of bonds by an issuer has been bought back the rights to requirement on all bonds of this issue;
      upon carrying out the procedures for restructuring of financial institutions in cases provided for by the Laws of the Republic of Kazakhstan;
      2) presentation of the liquidation commission of an issuer, liquidated in a compulsorily procedure, documents confirming the completion of the liquidation process.
      An authorized body shall be entitled to take a decision on cancellation of an issue of bonds of issuers, information on the liquidation of that are maintained in the National register of business identification numbers, without presentation of documents necessary for the cancellation of bonds.
      2. Conditions and procedure of cancellation of an issue of debentures shall be established by a regulatory legal act of an authorized body.
      3. An issuer shall not be entitled to take a decision on voluntary liquidation, if on the date of such decision issued by him bonds have not been redeemed in full amount or issue of bonds have not been cancelled.
      Footnote. The Law is supplemented with Article 30-1 in accordance with the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); is in the wording of the Law of the Republic of Kazakhstan dated 10.02.2011 No. 406-IV (shall be enforced upon expiry of ten calendar days after its first official publication); as amended by the Law of the Republic of Kazakhstan dated 24.12.2012 No. 60-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 31. Payment of income on securities. Paying agent

      1. In the period of circulation of issuance securities on the secondary securities market an issuer must comply with the established by the legislation of the Republic of Kazakhstan and the prospectus of an issue of issuance securities procedure of payment of income on securities.
      2. A nominal value of the bonds upon their redemption and (or) income on bonds shall be paid to persons that have the right to receive payment as of the beginning of the last day of the period for that these payments are carried out (at time in the location of the registrar carrying out maintenance of system of registers of securities holders).
      3. Payment of income on issuance securities and the nominal value of bonds at the time of their redemption shall be carried out by an issuer individually or through the services of a paying agent.
      4. Conditions and procedure of payment of income on governmental issuance securities, issued by the Government of the Republic of Kazakhstan, by an authorized body or by local executive bodies, shall be established by the legislation of the Republic of Kazakhstan.
      5. Decision on election of a paying agent for execution of payment of income on non-governmental issuance securities and a nominal value of non-governmental bonds upon their redemption shall be taken by an issuer in accordance with its charter.
      6. In the case of taking a decision on the use of services of paying agent prospectus of issuance securities must contain the following information about paying agent:
      1) full name of paying agent;
      2) location, details of paying agent and all of its subsidiaries that shall carry out payment of income (nominal value of bonds) on securities.
      7. In case of change of a paying agent, an issuer must make changes in prospectus of an issue of issuance securities and submit them to an authorized body for registration within seven calendar days of such change.
      8. In case of non-payment, as well as the incomplete payment at fault of income of an issuer on issuance securities and (or) a nominal value of bonds upon their redemption, an Issuer shall be obliged to pay to holders of securities the amount of the principal obligation and a penalty for each day of delay, calculated on the basis of official refinance rate of an authorized body on the day of execution of the financial obligation or of the corresponding part thereof.
      9. Condition and procedure of carrying out an activity of paying agent shall be carried out by a regulatory legal act of an authorized body.
      Footnote. Article 31 as amended by the Law of the Republic of Kazakhstan dated 07.07.2004 No. 577; dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 32. Report on the results of redemption of non-governmental bonds

      1. An issuer must submit to an authorized body for consideration and approval of the report on results of redemption of non-governmental bonds within one month after the end of the period of redemption, established by the prospectus of an issue of bonds.
      2. For consideration and approval of the report on redemption of non-governmental bonds, an issuer shall submit to an authorized body the following documents:
      1) application for consideration of a report on the results of redemption of bonds;
      2) financial statements as at end of reporting month or on the date of the redemption of bonds;
      3) a report on results of redemption of non-governmental bonds, made and executed in accordance with requirements established by a regulatory legal act of an authorized body;
      4) notification of registrar about closing of register of holders of bonds of an issuer;
      5) notification of paying agent or n issuer (in case of absence of a contract with a paying agent), confirming execution by an Issuer of its obligations on redemption of bonds.
      3. A report on results of redemption of non-governmental debentures shall be considered by an authorized body within fourteen calendar days.
      4. An authorized body shall be entitled to refuse in approval of the report on results of redemption of non-governmental bonds in cases of violation by an issuer of conditions and procedure of submission of documents for approval of the report on results of redemption of non-governmental bonds and identification in the process of consideration of documents of their inconsistency with the requirements provided for by the legislation of the Republic of Kazakhstan.
      An issuer shall be entitled to appeal against a decision of an authorized body on refusal in approval of a report on redemption of non-governmental bonds in court.
      Footnote. Article 32 is supplemented with paragraph 4 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

Chapter 5-1. Particularities of an issue and circulation of Islamic securities

      Footnote. The Law is supplemented with chapter 5-1 in accordance with the Law of the Republic of Kazakhstan dated 12.02.2009 No. 133-IV (the order of the entry into force see Article 2).

      Article 32-1. Basic principals of Islamic financing

      Basic principals of Islamic financing shall be:
      1) upon issuing of Islamic securities, an issuer shall not be entitled to charge fees as a percent of the value of Islamic securities, as well as to guarantee income for Islamic securities;
      2) funds obtained from the issuance and placement of Islamic securities, must not be directed at financing of activities associated with the production and (or) trade of tobacco, alcohol, weapons and ammunition, gambling, and other types of entrepreneurial activity, the financing of that is prohibited by the council of Islamic finance principles.
      The council of Islamic finance principles shall be entitled to additionally define other mandatory requirements to activities of Islamic securities of an issuer of Islamic securities.

      Article 32-2. Types of Islamic securities

      1. Islamic securities shall include:
      1) stocks and shares of Islamic investing funds;
      2) Islamic lease certificates;
      3) Islamic certificates of participation;
      4) Other securities recognized as Islamic securities in accordance with the legislation of the Republic of Kazakhstan.
      2. Issuers of shares of Islamic investment funds shall be managers of an investment portfolio.
      Issuers of Islamic lease certificates and Islamic certificates of participation shall be Islamic special financial companies.

      Article 32-3. Islamic lease certificates

      1. Islamic lease certificates shall be Islamic securities issued by the Islamic special financial company with a predetermined at the time of issue maturity, the holders of that shall be entitled to receive income on a contract of leasing (financial leasing), unless otherwise provided for in this paragraph.
      In the case of the Islamic special financial company is a state institution, the holders of Islamic securities shall be entitled to receive income under contract of sublease.
      2. Islamic lease certificates shall grant to their holders the following rights:
      1) to receive income under a contract of leasing (financial leasing), except cases of Islamic special financial company is a state institution;
      2) in the case of Islamic special financial company is a state institution, to receive income under a contract of sublease;
      3) to receive a sum of money corresponding to the share of a property constituting allocated assets, in the amount proportional to the number of Islamic lease certificates belonging to a holder, the total number of outstanding Islamic rental certificates;
      4) receive information on activity of an issuer (an originator), including familiarization with financial statements of an issuer (an originator) according to the procedure determined by certain prospectus of the issuance of Islamic rental certificates;
      5) receive extracts from a registrar of company or nominal holder confirming the property right of holders on Islamic lease certificates;
      6) other rights provided for by this Law and other Laws of the Republic of Kazakhstan.
      3. Islamic special financial company, except for a state institution, shall be created for the issuance of Islamic lease certificates, the acquisition of property on the money received as a result of their placement, and the allocation of payments received under a contract of leasing (financial leasing) of this property between holders of Islamic lease certificates.
      Islamic special financial company in an organizational-legal form of a state institution shall carry out an issue of Islamic lease certificates, as well as allocation of payments received under a contract of sublease of property between holders of Islamic lease certificates.
      Islamic special financial company in an organizational-legal form of a state institution shall conclude a contract of lease of assets with an authorized body on state property management and contract of sublease of assets with an authorized state body on the automobile road.
      Decision on transfer of allocated assets in lease and sublease as well as conditions of their provisions of their granting shall be adopted by the Government of the Republic of Kazakhstan.
      4. Circulation of Islamic lease certificates shall be possible after the conclusion of a contract of leasing (financial leasing) of property that is included in allocated assets of Islamic special financial company, except cases of Islamic special financial company to be a state institution.
      In the case of Islamic special financial company to be a state institution, circulation of Islamic lease certificates shall be possible after the conclusion of a contract of sublease of property that is included in allocated assets of Islamic special financial company.
      5. Prospectus of an issue of Islamic lease certificates can contain the provision of early redemption of Islamic lease certificates in case of redemption of property by an originator of Islamic special financial company.
      Early redemption of Islamic rental certificates issued by a state institution shall be carried out in case of termination of a contract of lease of property lease by an originator with Islamic special financial company.
      6.Other conditions of an issue, placement, circulation and redemption of Islamic lease certificates shall be determined by a regulatory legal act of an authorized body.
      Footnote. Article 32-3 is in the wording of the Law of the Republic of Kazakhstan dated 22.07.2011 No. 475-IV (shall be enforced from the date of its official publication); as amended by the Law of the Republic of Kazakhstan dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 32-4. Islamic certificates of participation

      1. Islamic certificates of participation shall be Islamic securities issued by Islamic special financial company with a predetermined at the time of issue maturity with the purpose to use the attracted funds for the organization of a new investment project, development of existing investment project or financing of entrepreneurial activities on the basis of a partnership agreement or with creation of a legal entity in an organizational-legal form of a joint stock company or limited liability partnership.
      2. An originator shall participate in an investment project by means of investing of property in the investment project and (or) implementation of entrusted administration of shares (stakes of participation) owned by Islamic special financial company.
      3. Circulation of Islamic certificates of participation shall be possible after the beginning of realization of the investment project. The beginning of realization of the investment project shall be investment not less than ten percent of funds received from placement of Islamic participation certificates.
      An issuer within three working days from the date of the beginning of realization of the investment project shall be obliged to inform holders of Islamic participation certificates about the possibility of their circulation through publication of notification in mass media, provided for by prospectus of an issue of Islamic participation certificates.
      4. Income over investment project shall be distributed between Islamic special financial company and an originator under the terms of an issue of prospectus of Islamic participation certificates.
      5. An originator shall be entitled to receive commission remuneration in the amount established by the prospectus of an issue of Islamic participation certificates.
      6. An originator shall issue Islamic certificates of participation in the following cases:
      1) In cases provided for by the prospectus of an issue of Islamic certificates of participation;
      2) In cases of Islamic certificates of participation default;
      3) In cases of taking a decision on liquidation of Islamic special financial company.
      7. An originator shall be obliged to make early redemption of Islamic certificates of participation in case of liquidation by his initiative of legal entity implementing an investment project.
      8. In case of liquidation of an originator a contract of simple partnership shall be terminated. The property constituting specified investment project shall be subjected to be realization by a representative of holders of Islamic certificates of participation with the payment of money received from the realization of specified property to holders of the Islamic certificates of participation in accordance with their stakes in the amount of an issue of Islamic certificates of participation.
      9. Holders of Islamic certificates of participation in the cases provided for by conditions of an issue of Islamic certificates of participation, together with an originator shall be entitled to take decisions upon selecting of investment projects for financing.

      Article 32-5. Activity of the council of Islamic finance principles

      1. Defining of compliance of objects of finance at the expense of funds received as a result of an issue and placement of Islamic securities by Islamic finance principals shall be carried out:
      1) in respect of Islamic securities specified in subparagraphs 2) and 3) of paragraph 1 of Article 32-2 of this Law, the council of Islamic finance principles of the Islamic Bank, appointed according to the procedure provided for by the banking legislation of the Republic of Kazakhstan or council of Islamic finance principles, involved on the basis of a certain contract on the decision of legal entities - residents of the Republic of Kazakhstan, transmitting to Islamic special financial company assets on the basis of buy and sell contract and (or) that are founders of Islamic special financial company or a state body;
      2) in respect of Islamic securities specified to in subparagraph 1) of paragraph 1 of Article 32-2 of this Law, the council of Islamic finance principles, involved on the basis of a certain contract on the decision of a general meeting of shareholders of Islamic joint stock investment fund or managing company of Islamic share investment fund on the recommendation of management bodies.
      The council of Islamic finance principles shall be independent in its decisions.
      2. In case of recognition by the council of Islamic finance principles of a finance contract at the expense of funds received from placement of Islamic securities, pending the conclusion to be inconsistent with the principles of Islamic financing specified in Article 32-1 of this Law, such transaction cannot be concluded and executed.
      3. In case of recognition of a transaction by the council of Islamic finance principles as concluded, but not executed or partially executed on financing at the expense of funds received from placement of Islamic securities, to be inconsistent with the principles of Islamic financing specified in Article 32-1 of this Law, such transaction can at the request of an originator or of a managing company of Islamic investment fund be abrogated according to the procedure provided for by civil legislation of the Republic of Kazakhstan.
      Footnote. Article 32-5 as amended by the Law of the Republic of Kazakhstan dated 22.07.2011 No. 475-V (shall be enforced from the date of its official publication).

      Article 32-6. Islamic special financial company

      1. The Islamic special financial company, except for state institutions, shall be created by an originator, conveying a property and (or) allocated assets of Islamic special financial company.
      In case if the Islamic special financial company carries out activity in an organizational- legal form of a state institution, the property and (or) allocated assets shall be transferred to such company on a contract of lease.
      Requirements to an originator, except for an authorized body for management of state property, as well as requirements to the establishment of Islamic special financial company, except for state institutions, shall be determined by regulatory legal acts of an authorized body.
      2. Charter capital of the Islamic special financial company shall be formed exclusively in money.
      3. The nominal value of Islamic securities at their initial placement shall be common to all Islamic securities within the same release and shall be determined by the prospectus of an issue of Islamic securities.
      4. Name of Islamic special financial company must contain the words "Islamic special financial company".
      5. Further issue of Islamic securities until the complete redemption of the previous issue of Islamic securities shall be prohibited.
      6. The Islamic special financial company must conduct an audit of annual financial statements.
      7. Voluntary reorganization or liquidation of the Islamic special financial company can be made with the permission of an authorized body after the approval of a report on results of redemption of an issue of Islamic securities.
      An authorized body on the basis of application of the Islamic special financial company on issuing of permission for voluntary reorganization or liquidation of the Islamic special financial company shall make a decision and shall notify in written form the Islamic special financial company within thirty calendar days from the date of receipt of application. In case of taking a decision by an authorized body on refusal in granting of permission for voluntary reorganization or liquidation an authorized body shall notify in written form the Islamic special financial company indicating the grounds for refusal.
      8. The procedure for issuing of permission for voluntary reorganization or liquidation of the Islamic special financial company shall be determined by a regulatory legal act of an authorized body.
      9. The Islamic special financial company shall use the receipts on allocated assets exclusively on performance of obligations on issued by it Islamic securities, including an establishment of relevant reserve funds upon Islamic securities.
      10. Allocated assets shall be accounted separately from the funds of the Islamic special financial company.
      11. From the date of government registration of the prospectus of an issue of Islamic securities of the Islamic special financial company in accordance with this Law exaction to allocated assets, that are security of this issue of Islamic securities of the Islamic special financial company, can be circulated only after discharge of obligations of the Islamic special financial company at the expense of other assets, apart from the allocated assets.
      11-1. The assets transferred to a state institution under a contract of lease, shall not be security for Islamic lease certificates.
      12. The Islamic special financial company shall maintain book-keeping and submit financial statements separately in own funds and allocated assets in accordance with the legislation of the Republic of Kazakhstan.
      13. Procedure for implementation of book-keeping and compilation financial statement of the Islamic special financial company shall be established by regulatory legal acts of an authorized body.
      14. The requirements of this article, with the exception of paragraphs 1, 3, 5, 10 and 11-1 shall not extend to the activities of Islamic special financial company in an organizational-legal form of a state institution.
      Footnote. Article 32-6 as amended by the Law of the Republic of Kazakhstan dated 22.07.2011 No. 475-IV (shall be enforced from the date of its official publication); dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 32-7. Representative of holders of Islamic securities. Functions and obligations of a representative of holders of Islamic securities

      1. Upon an issue and circulation of Islamic securities, except for shares representing the interests of holders of Islamic securities to an issuer and third parties shall be carried out by a representative of holders of Islamic securities.
      The choice of a representative of holders of Islamic securities an issuer shall carry out independently from the number of professional participants of securities market carrying out in custody and (or) brokerage and dealer activities on securities market.
      A representative of holders of Islamic securities must not be an affiliated person of an Issuer.
      2. Requirements to content of a contract on representation of interests of holders of Islamic securities, shall be concluded between an issuer and representative of holders of Islamic securities, as well as the procedure and cases of early termination of powers of a representative of holders of Islamic securities shall be established by a regulatory legal act of an authorized body.
      3. A representative of holders of Islamic securities shall carry out the following functions:
      1) control over fulfillment of the obligations by an issuer that are established by the prospectus of an issue of Islamic securities to holders of Islamic securities;
      2) control over compliance of an objects of finance to conditions of an issue of Islamic securities;
      3) take measures aimed at protection of rights and interests of holders of Islamic securities;
      4) carry out monitoring over property acquired at the expense of funds received from placement of Islamic securities, financial statements of an issuer in respect of implementation of transaction on finance at the expense of funds received from placement of Islamic securities, as well as legal entities, in assets of that have been invested the specified assets;
      5) represent the interests of Islamic special financial company upon an issue of Islamic certificates of participation in case, if that is provided for under the conditions of their issue;
      6) inform holders of Islamic securities on his own actions in compliance with subparagraphs 1) -4) of this paragraph, and on the results of such actions.
      4. For the purposes of protection of rights and interests of holders of Islamic securities a representative of holders of Islamic securities shall be obliged to:
      1) identify circumstances that can lead to the violation of rights and interests of holders of Islamic securities, and notify the holders of Islamic securities within three calendar days on specified circumstances;
      2) inform an authorized body and holders of Islamic securities on condition of a property acquired at the expense of funds received from placement of Islamic securities;
      3) notify an authorized body and holders of Islamic securities on termination of his powers as a representative within three calendar days from the date of termination of a contract with an issuer;
      4) submit to an authorized body and to holders of Islamic securities, at their request, information and documents related to his activities as a representative of holders of Islamic securities;
      5) hold confidential information constituting commercial and other secret protected by the Law.
      5. The procedure of execution by a representative of holders of Islamic securities of functions and obligations provided for by paragraphs 3 and 4 of this Article shall be established by a regulatory legal act of an authorized body.

Chapter 6. Circulation of derivative securities and derivative financial instruments

      Footnote. Title of Chapter 6 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 33. Conditions of making the transaction with derivative securities and derivative financial instruments

      1. Broker and (or) dealer with a licence to exercise of activities of stock brokers and stock dealers of an authorized body in the scope of regulation of trade activity, shall make transactions with derivative financial instruments on a commodity exchange according to the procedure and on conditions provided for by a regulatory legal act of an authorized body.
      2. Conclusion (making) on commodity exchange by broker and (or) dealer of transactions with goods specified in paragraph 1 of this article, except for transactions the subject of that are derivative financial instruments, the basic assets of that are goods shall be prohibited.
      In case of conclusion on commodity exchange of transactions without participation of a central counterparty a broker and (or) dealer shall act exclusively at the expense and under instructions of a client on the basis of a contract for brokerage services to that the norms of a contract of agency, established by the Civil Code of the Republic of Kazakhstan shall be applied.
      3.The Central counterparty can be a clearing organization, central depository or the stock exchange.
      By the internal documents of stock exchange, agreed with an authorized body can be provided for a possibility of performance of the functions of the central counterparty by other organizations upon conclusion of transactions in trading system of stock exchange.
      4. The procedure and conditions of implementation of transactions with derivative financial instruments, with the participation of central counterparty shall be determined by internal documents of a clearing organization, central depository, stock exchange, that are central counterparty agreed with an authorized body.
      5. Registration of transactions with derivative securities, and confirmation of rights on them shall be carried out by nominal holders in accordance with this Law and regulatory legal acts of an authorized body.
      6. Conditions and procedure for making the transactions on an organized securities market with derivative financial instruments shall be determined by internal documents of stock exchange.
      Footnote. Article 33 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 34. Issue of depository receipts and other securities the basic assets of that are issuance securities of issuers-residents of the Republic of Kazakhstan

      1. Person planning to implement on the secondary market of securities market the securities of organizations-residents of the Republic of Kazakhstan through the issuance and placement of depositary receipts or other securities, the basic asset of that are issuance securities of specified organizations shall be obliged to notify on issuance an authorized body according to the procedure provided for by a regulatory legal act.
      2. Organization-resident of the Republic of Kazakhstan, carrying out placement of depositary receipts or other securities, the basic asset of that are issuance securities of issuers-residents of the Republic of Kazakhstan within a month from the end date of placement shall submit to an authorized body a report about results of placement according to the procedure provided for by a regulatory legal act.
      3. The procedure of an issue of depositary receipts must contain the procedure for providing information on holders of depositary receipts to the central depository and an authorized body in accordance with its regulatory legal act.
      Footnote. Article 34 is in the wording of the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2). Article as amended by the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230 (the order of the entry into force see Article 2).

      Article 35. Issue of Kazakhstani depositary receipts

      Conditions and procedure of an issue, placement, circulation and redemption of Kazakhstani depository receipts, the submission of a report on the results of issuance or redemption of Kazakhstani depository receipts, as well as requirements to be met by an issuer of Kazakhstani depository receipts, shall be determined by regulatory legal acts of an authorized body.

Chapter 7. Registration of transactions with issuance securities and confirmation of rights on them

      Article 36. Registration of transactions with issuance securities

      1. Transactions with issuance securities shall be subjected to registration in accordance with this Law and regulatory legal acts of an authorized body.
      Transactions with issuance securities, except for issuance securities transferred to nominal holding, shall be concluded on an unorganized market, parties of that are individuals and (or) legal entities, that are nominal holders, shall be registered in the system of registers of securities holders.
      Transaction with issuance securities transferred to nominal holding shall be concluded on organized and non-organized market shall be regulated in the system of nominal holding (the accounting system of central depository) according to the procedure provided for by a regulatory legal act of an authorized body.
      Transaction with issuance securities, as a result of conclusion of that the securities are to be transferred to nominal holding (from nominal holding) shall be registered in the system of registers of securities holders.
      1-1. Registration of cession of rights on the obligations of issuers upon issuance securities shall be carried out by the registrar (nominal holder) in cases and according to the procedure provided for by normative legal acts of an authorized body.
      2. Registration of transactions with issuance securities in the system of registers of holders of securities shall be carried out by the registrar on the basis of counter orders of participants of a transaction for the registration of transaction with securities ( in case of registration a unilateral transaction on the basis of an order of participant of a transaction for the registration of transactions with securities, as well as other documents provided for by the legislation of the Republic of Kazakhstan, in case of registration of transactions with securities of financial organizations upon conducting by them of restructuring to the procedure provided for by the Laws of the Republic of Kazakhstan, on the basis of documents, provided for by a regulatory legal act of an authorized body).
      Registration of transactions with issuance securities in the system of registers of holders of securities shall include:
      1) check the authorities of a person giving an order, and compliance of order form to established requirements;
      2) registration of an order;
      3) check possibility for commission of an action specified in an order;
      4) implementation of an action specified in order upon absence of grounds for refusal for order in its implementation;
      5) submission of a report to a client about the fulfillment of his order.
      3. Upon availability of grounds for refusal in implementation of order the registrar must notify in written form a client on the grounds for refusal.
      A registrar must refuse in registration of transactions with issuance securities in the system of registers of holders of securities, if the documents submitted for registration of this transaction, do not meet the requirements of this Law and (or) regulatory legal act of an authorized body and (or) internal documents of a registrar.
      4. Registration of transactions with issuance securities in the accounting system of central depository shall be carried out on the basis of relevant orders of depositors or of a trade organizer at registration of transactions with securities or other documents provided for by the legislation of the Republic of Kazakhstan.
      Depositor shall make up an order for registration of transactions with securities in the accounting system of central depository on the basis of an order of depository client.
      Upon conclusion of transactions between clients of the same nominal holder the registration of transfer of ownership rights to securities shall be carried out by a nominal holder and shall be reflected in the accounting system of central depository.
      Upon conclusion of transactions between clients of different nominal holders the registration of transfer of ownership rights to securities shall be carried out on their personal accounts in central depository with subsequent reflection in the accounting system of nominal holders.
      5. The procedure for registration of transactions with issuance securities made on an organized securities market shall be established by internal documents of central depository and trade organizer.
      6. Registration of changes to or termination of rights on securities by decision of a court shall be carried our by the registrar (nominal holder) and shall be effected by central depository on the basis of a writ of execution, containing all necessary details in accordance with the legislation of the Republic of Kazakhstan.
      7. Central depository, registrar, nominal holder shall not be entitled to independently make entries on personal accounts (sub-accounts) of the registered persons upon absence of grounds stipulated by this Law and other legislation of the Republic of Kazakhstan.
      8. Registrar (nominal holder) shall carry out data collation of personal accounting of the number of issuance securities that are on the personal accounts, open in the registry system of holders of securities (accounting system of nominal holding) with the data of central depository according to the procedure provided for by a regulatory legal act of an authorized body.
      9. Documents (except for documents identifying a registered person), that are the basis for making by registrar (nominal holder) of entries on personal accounts, shall be retained for five years.
      10. Peculiarities of registration and confirmation of rights in respect of foreign securities and foreign organizations that carry out functions stipulated by paragraph 1 of Article 59 of this Law shall be established by a regulatory legal act of an authorized body.
      11. Peculiarities of registration of rights on government issuance securities shall be established by legislation of the Republic of Kazakhstan.
      Footnote. Article 36 is in the wording of the Law of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2010); as amended by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013).

      Article 37. Registration of pledge of rights on issuance securities

      1. Registration of pledge of rights on issuance securities shall be carried out by the registrar (nominal holder) on the basis of an order of pledger and pledgee containing all necessary information for registration of this transaction with indication of rights on issuance securities transferred as pledge.
      2. Registration of pledge of rights on issuance securities shall be carried out by means of charge on securities, the rights of that have been transferred as a pledge on the account of pledger in favour of pledgee and opening to a pledgee of personal account (in case of absence of such), in that a record about encumbrance of securities in his favor shall be made. In case of termination of pledge of rights on issuance securities in connection with termination of secured obligation the disencumbrance of securities shall be carried out by the registrar (nominal holder) on the basis of counter orders of participants of a transaction.
      3. In case of nonperformance or improper performance by a pledger of secured obligation rights on issuance securities liabilities the registration of a transaction shall be carried out on the basis of documents confirming termination of pledge by levy of execution to subject of a pledge in accordance with the legislation of the Republic of Kazakhstan.
      4. Particularities of registration of pledge of rights on issuance securities in connection with conclusion of a contract with these securities on an organized securities market shall be established by internal documents of central depository and trade organizer.

      Article 38. Confirmation of rights on issuance securities

      1. Confirmation of rights on issuance securities shall be carried out by providing an extract from the personal account of a holder of securities in the system of registers of securities holders and (or) accounting system of nominal holding and (or) in accounting system of central depository.
      Conditions and procedure of granting of an extract shall be established by this Law, regulatory legal acts of an authorized body, and internal documents of central depository and the registrar.
      2. In case of inconsistency of information about the number, type of securities specified by nominal holder in the extract from personal account in the system of nominal holding, information on personal account of nominal holder (a client sub-account of nominal holder) in the accounting system of central depository shall have priority information contained in the accounting system of central depository.
      Footnote. Article 38 is in the wording of the Law of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2010); as amended by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013).

      Article 39. An order of registration of a transaction with issuance securities

      1. An order on registration of a transaction with issuance securities (hereinafter in this Article - the order) must be made in written form, signed by a holder of securities or his representative and transferred to the registrar or nominal holder for execution.
      2. The order can be made and submitted in electronic form with the use of information systems in accordance with the legislation of the Republic of Kazakhstan "on electronic document and electronic digital signature".
      3. Content of the order, conditions and procedure of its registration by the registrar (nominal holder) shall be established by a regulatory legal act of an authorized body and internal documents of the registrar (nominal holder).
      4. Is excluded by the Law of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2010).
      5. Execution of the order shall be carried out by the registrar (nominal holder) upon receipt of a counter order in a period of not more than three calendar days, unless the legislation of the Republic of Kazakhstan or conditions of a contract, concluded with a nominal holder, provide for another period of execution of the order.
      Footnote. Article 39 as amended by the Law of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2010).

      Article 40. Suspension of operation on client accounts of securities holders. Confiscation of issuance securities

      1. Suspension of making records on client accounts or registration of transactions with issuance securities in the system of registers of securities holders or accounting system of nominal holding of securities shall be made on the basis of a decision of state body authorized to take such decision in accordance with the Laws of the Republic of Kazakhstan.
      2. Confiscation of issuance securities can be made only on the basis of a judicial act that has come into legal force.

Chapter 8. Commercial secret on securities market

      Article 41. Commercial secret on securities market

      1. Commercial secret in securities market shall contain the following information (excluding exceptions provided for by paragraph 2 of this article):
      1) Remaining and movement of securities of a joint stock company, except for the remainder of shares on client accounts in the system of registers of holders of securities and (or) accounting system of nominal holding;
      2) on availability and owners of issuance securities, in addition to those specified in subparagraph 1 of this paragraph on client accounts in the system of registers of securities holders and (or) accounting system of nominal holding.
      2. The following information shall not be commercial secret on securities market:
      1) on remaining of shares on client accounts in the system of registers of holders of securities and (or) accounting system of nominal holding;
      2) on issuance securities and their holders, subjected to disclosure in accordance with Chapter 19 of this Law and other regulatory legal acts of the Republic of Kazakhstan;
      3) on issuance securities and their holders subjected to submission to stock exchange in accordance with its rules;
      4) on issuance securities and their holders necessary for disclosure for the purposes of execution of payments on these securities.
      Footnote. Article 41 is in the wording of the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); as amended by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 42. Official secret on securities market

      Footnote. Article 42 is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 43. Disclosure of commercial secrets on securities market

      1. Information constituting a commercial secret on securities market shall not be subjected to disclosure, except for cases provided for by paragraphs 2 and 3 of this article.
      2. Information constituting a commercial secret on securities market, can be submitted to an issuer in respect of issued by him securities, to a holder of security in respect of his rights on issuance securities or to their representatives on the basis of power of attorney issued in accordance with the legislation of the Republic of Kazakhstan.
      Procedure of submission by a nominal holder of information about its clients, constituting a commercial secret, shall be determined by this Law and other legislative acts of the Republic of Kazakhstan.
      3. Information constituting a commercial secret on securities market, must be submitted to:
      1)agencies of inquiry and preliminary investigation upon criminal cases in their proceedings;
      2) courts upon cases in their proceedings on the basis of a definition, resolution;
      3) prosecution agencies on the basis of a resolution on examination of proceedings within their authority upon material in their consideration;
      3-1) an authorized body upon financial monitoring: for the purposes and according to the procedure provided for by the Law of the Republic of Kazakhstan "On counteraction of legalization (laundering) of income earned illegally, and terrorism financing";
      4) bodies of enforcement proceedings and the private judicial custodians upon the cases in their proceeding of enforcement proceedings on the basis of a sanctioned by court resolution of judicial custodian, bearing the stamp of enforcement proceedings or by stamp of private judicial custodian;
      5) tax administrations upon issues connected with tax liabilities of audited entity;
      6) authorized body upon its request;
      7) notary publics upon inheritance cases in their proceeding;
      8) foreign consular offices upon inheritance cases in their proceeding.
      4. Procedure for submission of information constituting a commercial secret on securities market, to authorities specified in paragraph 3 of this Article shall be established by this Law and other legislative acts of the Republic of Kazakhstan.
      Footnote. Article 43 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 22.06.2006 No. 147; dated 28.08.2009 No. 192-IV (shall be enforced from 08.03.2010); dated 02.04.2010 No. 262-IV (shall be enforced from 21.10.2010); dated 21.06.2012 No. 19-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 44. Requirements to professional participants of securities market

      1. A professional participant of securities market in the process of providing services to its clients shall secure observance of conditions that prevent the use of information that constitutes a commercial secret in securities market and insider information.
      2. Professional participant of securities market shall not be entitled to use the information constituting a commercial secret on securities market and insider information, and prevent actions that can cause a violation of natural pricing and destabilization of securities market.
      3. Internal documents of a professional participant of securities market must contain conditions that secure safety of information constituting a commercial secret on securities market and insider information, and not allowing their use in their own interests, professional participant, its employees or the third parties.
      Footnote. Article 44 as amended by the Laws of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

Chapter 9. The procedure of implementation of activity on securities market

      Article 45. Infrastructure of securities market

      1. On securities market shall be carried out the following types of activities that subjected to licensing by an authorized body:
      1) broker;
      1-1) dealer;
      2) is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013).
      3) investment portfolio management;
      4) is excluded by the Law of the Republic of Kazakhstan dated 21.06.2013 No. 106-V (the order of entry into force see subparagraph 1) of paragraph 1 of Article 2);
      5) custody;
      6) transfer agent;
      6-1) clearing activities on transactions with financial instruments;
      7) is excluded by the Laws of the Republic of Kazakhstan dated 08.07.2005 No.72
      8) organization of trades with securities and other financial instruments.
      2. Activities specified in subparagraphs 1) -8) of paragraph 1 of this article, as well as depositary activity and activity of single registrar shall be regarded as professional activities on securities market.
      3. Organizations, carrying out the same type or combined between the types of professional activity on securities market, for the purposes of coordination of their activities, shall create a self-regulating organization.
      4. The procedure of implementation of activities on securities market that are subjected to licensing shall be established by this Law, regulatory legal acts of an authorized body, internal documents of self-regulatory organizations and licensees.
      The conditions and procedure for combining different types of professional activity on securities market shall be established by a regulatory legal act of an authorized body.
      4-1. A licensee shall be entitled to perform activities on securities market only upon availability of internal documents stipulating:
      conditions and procedure of implementation of an activity on securities market;
      general conditions of conducting of operation;
      rights and obligations of licensee and his clients, their responsibility.
      Internal documents provided for by this paragraph must approved by management body of a licensee.
      5. Money and securities of clients (depositors) shall be recognized by licensees, unified registrar and central depository separately from his own assets and shall not be included in the liquidation estate in case of their bankruptcy and voluntary liquidation.
      6. Conditions and procedure of payment by a client of remuneration to a licensee for provision of services on securities market shall be determined by internal documents of a licensee and (or) a contract concluded by a licensee with his client.
      7. (is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72)
      Footnote. Article 45 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 23.12.2005 No. 107 (the order of the entry into force see Article 2 of the Law No. 107); dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2); dated 20.11.2008 No. 88-IV (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (the order of the entry into force see Article 2); dated 21.06.2013 No. 106-V (the order of the entry into force see subparagraph 1) of paragraph 1 of Article 2).

      Article 46. Formation of charter capital of an applicant (licensee)

      1. Payment of shares of an applicant (licensee) shall be carried out exclusively in money in the national currency of the Republic of Kazakhstan, except for payment of shares of a licensee, in case of his reorganization, carried out in accordance with the Law of the Republic of Kazakhstan “On joint stock companies”, as well as receipt by an applicant of a licence according to the procedure provided for by Article 73 of the Law of the Republic of Kazakhstan “On pension maintenance in the Republic of Kazakhstan”.
      The minimum size of charter capital of an applicant (licensee) shall be established by regulatory legal acts of an authorized body.
      Legal entities shall be entitled to pay for shares of an applicant (licensee) within own charter capital net of amounts of assets contributed as payment for shares, and (or) stakes of participation in charter capital of other legal entities.
      2. A licensee shall be entitled to perform transactions to repurchase its shares from shareholders that hold ten and more percent of shares, on condition that as a result of transactions shall not be violated prudential norms and other indicators or criteria (normative) of financial stability, established by regulatory legal acts of an authorized body.
      Footnote. Article 46 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 47. Founders and shareholders of an applicant (licensee)

      1. Founders and shareholders of an applicant (licensee) can be individuals and legal entities - residents and non-residents of the Republic of Kazakhstan taking into account restrictions established by paragraph 2 of this Article and other legislation of the Republic of Kazakhstan.
      Note of the RCLI!
      Paragraph 2 shall be enforced from 01.01.2010
      2. Legal entities registered in offshore zones, a list of that is established by an authorized body cannot directly or indirectly own and (or) use and (or) dispose of voting shares of an applicant (licensee) -resident of the Republic of Kazakhstan.
      The specified restriction shall not extend to applicants (licensees), that are branch organizations of non-resident organizations of the Republic of Kazakhstan, having the minimal required rating of one of the rating agencies carrying out activity that is intended to implement an applicant (shall carry out a licensee).
      A list of rating agencies and to the minimum required rating shall be established by a regulatory legal act of an authorized body.
      Footnote. Article 47 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 47-1. Organizational-legal form and bodies of a licensee

      1. A licensee shall be created and shall carry out an activity in an organizational-legal form of a joint stock company, except for transfer agents that can be created and carry out activities in an organizational-legal form of a limited liability partnership.
      2. A licensee (except for transfer agent) on a mandatory basis shall create the internal audit service and develop the following collective bodies:
      1) management body;
      2) executive body.
      Footnote. Article 47-1 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); as amended by the Law of the Republic of Kazakhstan dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 48. Submit qualifying requirements to applicant

      1. To receipt of a licence, an applicant must meet the following qualifying requirements:
      1) availability of business plan approved by a management body of an applicant, for the next three years. The business plan must cover the following issues:
      goals for receipt of a licence;
      description of basic directions and overview of market segment, on that is focused on an applicant;
      information about expected services in the framework of activities, the order of evaluation, and also plans on conditions and volume of their sale;
      information about the main risks associated with the activities, methods of their evaluation and compensation at the expense of own capital, the value of capital adequacy, risk management procedures and internal control;
      financial plan, including a forecast of income and expenses for the first three financial (operational) years, allowable expense ratios of the specified period;
      investment policy, sources of financing of activity of a company;
      an organizational structure of an applicant, description of methods of implementation of procedures of corporate management, and also requirements to the level of education of specialists;
      2) availability of software and hardware facilities and other equipment necessary for carrying out activities on securities market, in accordance with regulatory legal acts of n authorized body;
      3) is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      4) is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      5) an organizational structure that meets the requirements established by this Law and regulatory legal acts of an authorized body;
      6) is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      7) availability of a regulation on internal audit service of an applicant, defining the procedure and frequency of inspections and timing of reporting of internal audit.
      2. is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      3. is excluded by the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230
      Footnote. Article 48 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 23.12.2005 No. 107 (the order of the entry into force see Article 2 of the Law No. 107); dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 49. Prudential standards, other indicators and criteria (normative standards) of financial stability, mandatory for compliance by a licensee

      1. A licensee must comply with the prudential standards, other indicators and criteria (normative standards) of financial stability, established by regulatory legal acts of an authorized body in respect of a relative type of activity on securities market.
      2. A licensee must submit to an authorized body calculations of indices, characterizing the compliance with prudential standards and other indicators and criteria (normative standards) of financial stability, according to the procedure and within the timeframe established by an authorized body.
      3. Types of prudential standards as well as the indicators characterizing the compliance with and procedure of calculating of prudential standards, other indicators and criteria (normative standards) of financial stability, that are subjected to compliance by a licensee, shall be determined by regulatory legal acts of an authorized body in respect of each type of activity on securities market.
      3-1. Upon non-fulfillment by a licensee of the requirements of an authorized body, specified in a written order, for the adjustment of data in financial and (or) other reporting calculation of prudential standards and other mandatory norms and limits shall be carried out by an authorized body on the basis of amended by them reporting.
      4. The norms of this Law on prudential standards and other indicators and criteria (normative standards) of financial stability, mandatory for compliance by a licensee shall not apply to national managing holding and legal entities, one hundred percent of the voting shares of that belong to a national managing company, a list of that is approved by the Government of the Republic of Kazakhstan.
      5. A major participant of managing of the investment portfolio shall be obliged to take measures, provided for by regulatory legal acts of an authorized body, to maintain ratios of an own capital of managing of the investment portfolio.
      In case of weakening of financial standing of manager of the investment portfolio a major participant of a managing of the investment portfolio shall be obliged at the request of authorized body to take measures to improve the financial standing of the manager of investment portfolio, including an increase of own capital of managing of the investment portfolio, in an amount sufficient for securing financial sustainability of managing investment portfolio.
      Footnote. Article 49 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); dated 13.02.2009 No. 135-IV (the order of the entry into force see Article 3); dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 49-1. Risk management system and internal control

      Licensees shall form risk management system and internal control, that must contain:
      1) powers and functional responsibilities of risk management and internal control of bodies of a licensee, subdivisions of a licensee, their responsibility;
      2) internal policies and procedures for risk management and internal control;
      3) limits on the permissible exposure separately by types of transactions;
      4) internal reporting procedures on risk management and internal control over bodies of a licensee;
      5) internal criteria of evaluation of effectiveness of risk management system.
      The procedure of formation of risk management system and internal control shall be established by a regulatory legal act of an authorized body.
      Footnote. The Law is supplemented with Article 49-1 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 50. Licensing of an activity on securities market

      1. Conditions and procedure for issuance of licenses for implementation of activities on securities market shall be established by this Law and regulatory legal acts of an authorized body.
      2. Documents submitted for obtaining a licence shall be considered by an authorized body and on accordance of applicant and submitted documents to the requirements of this Law and other legislation of the Republic of Kazakhstan an authorized body shall issue a licence not later than thirty working days from the date of submission of the documents, conforming to requirements of the legislation of the Republic of Kazakhstan.
      An authorized body shall be entitled to refuse to issue a license on grounds established by the legislative acts of the Republic of Kazakhstan.
      3. An authorized body shall be entitled to suspend the period for consideration of documents submitted to obtain a license, if in the process of consideration shall be found that these documents contain false information about an applicant, its founders or their activities, as well as upon necessity of checking the validity of submitted to an authorized body information. After elimination by an applicant of comments and submission of documents in term their consideration shall resume. The term of the subsequent consideration of documents by an authorized body must not exceed thirty calendar days.
      Footnote. Article 50 as amended by the Laws of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2); dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 51. Suspension a licence. Deprivation and termination of a licence

      1. An authorized body shall be entitled to suspend a license for up to six months in the following cases:
      1) detection of inadequate information contained in the documents submitted to obtain a licence or consideration of a report on activity of a licensee;
      2) failure to provide information about changes in documents submitted for obtaining a licence;
      3) of non-compliance with qualifying requirements, provided for by this Law;
      4) violation of the legislation of the Republic of Kazakhstan, regulating activities on securities market, as well as internal documents of a licensee;
      5) failure to comply with requirements of limited enforcement actions applied by an authorized body;
      5-1) failure to submit at the request of an authorized body of a letter of commitment;
      5-2) refusal to compose by an authorized body of a written agreement;
      6) availability of a written application on voluntary suspension of a licence;
      7) failure to exercise by a licensee within six or more months of activities to implementation of that a licence has been granted;
      8) non-fulfillment of requirements established by the legislation of the Republic of Kazakhstan on submission to state bodies of information about activity on securities market;
      9) implementation of activities prohibited and limited for licensees;
      10) violation of requirements connected with the coordination of managing employees of licensees of securities market;
      11) systematic (three and more times during the last twelve calendar months) violations of the requirements provided for by the Law of the Republic of Kazakhstan "On counteraction of legalization (laundering) of income earned illegally, and terrorism financing".
      1.1. In case of suspension or loss of membership of stock exchange due to improper performance or non-fulfillment by non-member of stock exchange of stock exchange rules, an authorized body shall be entitled to take a decision on suspension of a license of a member of stock exchange to implement brokerage and (or) dealer activities on securities market for up to six months or on deprivation a licence.
      2. The licensed type of activity on securities market after receipt of a written notice of an authorized body on suspension of a licence shall be illegal and entail liability established by the Laws of the Republic of Kazakhstan.
      3. is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      4. An authorized body shall be entitled to deprive a license in the following cases:
      1) non-elimination of the grounds of suspension of a license;
      2) systematic (three and more times within the last twelve calendar months) violations of the legislation of the Republic of Kazakhstan, regulating activities on securities market, as well as internal documents of a licensee;
      3) systematic (three and more times within the last twelve calendar months) non-compliance of an instruction of an authorized body;
      3-1) repetitively for the last twelve consecutive months of violation of the requirements provided for by the Law of the Republic of Kazakhstan "On counteraction of legalization (laundering) of income earned illegally, and terrorism financing", for that had been sanctioned in the form of suspension of a licence on the grounds specified in subparagraph 11 of paragraph 1 of Article 51 of this Law;
      3-2) involvement of licensees in transactions related to money laundering or financing of terrorism;
      4) on other grounds established by this Law and other legislative acts of the Republic of Kazakhstan.
      5) A licence shall be terminated on grounds established by the legislation of the Republic of Kazakhstan on licensing.
      6) The procedure of fulfillment of obligations by a licensee to clients after receipt of a notification of an authorized body on suspension of a licence or its deprivation shall be established by regulatory legal acts of an authorized body.
      Footnote. Article 51 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 23.12.2005 No. 107 (the order of the entry into force see Article 2 of the Law No. 107); dated 12.01.2007 No. 222 (shall be enforced upon expiry of six months after its first official publication); dated 28.08.2009 No. 192-IV (shall be enforced from 08.03.2010); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 21.06.2012 No. 19-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 52. Reports on activity on securities market

      1. Licensees, single registrar and central depository must submit reports to an authorized body the reports on activities on securities market.
      2. Frequency of submission of reports on activities on securities market by licensees, single registrar and central depository, report forms and the procedure for their submission shall be established by regulatory legal acts of an authorized body.
      3. Securities market entities shall be obliged to submit to an authorized body the primary statistical data in accordance with a statistical methodology approved by an authorized body in coordination with an authorized body in the field of state statistics.
      Footnote. Article 52 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 19.03.2010 No. 258-IV; dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 53. Restrictions and prohibition to implementation of an activity on securities market

      1. Licensee shall not be entitled to carry out an entrepreneurial activities not related to activities on financial market, except in the following cases:
      1) disposal of their property, including rental property acquired for own needs;
      2) provision of advisory services on issues related to activities on securities market;
      3) implementation of special literature on issues of activities on securities market on any types of data carriers;
      4) organization of training for talent management in the field of activities on securities market;
      5) other cases provided for by the legislation of the Republic of Kazakhstan.
      2. Activity on securities market of banks and organizations carrying out certain types of banking transactions, insurance (reinsurance) organizations shall be carried out taking into account the requirements of legislative acts of the Republic of Kazakhstan, regulating the activity of these organizations.
      Footnote. Article 53 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 53-1. Ban on advertisement that is not consistent with the reality

      1. A licensee shall be prohibited from advertising of his activity that is not consistent with the reality on the day of its publication.
      2. An authorized body shall be entitled to request from a licensee making of changes in advertising, that is not consistent with the reality, its termination, or publishing the confutation.
      In the case of non-fulfillment of the requirements established by an authorized body period an authorized body shall be entitled to publish information about the inconsistency with the reality of the information contained in advertisement, or clarify them at the expense of a licensee that has published such advertisement.
      3. Acting as an advertiser of services provided by professional participants of securities market shall be prohibited to the following persons:
      legal entities not having a licence of an authorized body on carrying out professional activity on securities market;
      individuals that are not employees of licensees and not authorized by licensees.
      Footnote. The Law is supplemented with Article 53-1 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 54. Requirements to executive employees of an applicant (licensee)

      1. Executive employee of an applicant (licensee) shall be:
      1) Chief executive officer and members of management body of an applicant (licensee);
      2) Chief executive officer (person solely performing functions of an executive body of transfer-agent) and members of executive body of an applicant (licensee);
      3) chief accountant, except for the chief accountant of transfer agent;
      4) other managers of an applicant (licensee), except for chief executive officers of its separate subdivisions and their chief accountants, to coordinate and (or) control over the activities of one or several structural subdivisions of an applicant (licensee), carrying out professional activity on securities market, and have a right to sign any contracts concluded with customers, information provided to customers and (or) to an authorized body, including the various forms of reporting provided by agreements concluded with customers, and regulatory legal acts of an authorized body, as well as documents confirming carrying out of verification of flows and remaining of assets in the accounts of clients of a professional participant of securities market.
      2. Cannot be appointed (elected) as chief executive officers of an applicant (licensee) the following persons:
      1) without high education;
      2) is excluded by the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230
      3) without established by this Article work experience in international financial organizations, a list of that is established by an authorized body and (or) work experience in the sphere of rendering and (or) regulation of financial services and (or) services for conducting audit of financial organizations;
      4) without perfect business reputation;
      5) previously held the post of the first director of the management body, the first head of the executive body (person solely performing functions of an executive body of the registrar, transfer agent) and his deputy, chief accountant, a major participant - individual, the first leader of a major participant - legal entity of a financial organization in a period not more than one year before a decision of an authorized body on conservation of financial organization, forced redemption of its shares, withdrawal of a licence of financial organization and compulsory liquidation of financial organization or decision to declare it bankrupt in an established procedure by the legislation of the Republic of Kazakhstan. Specified requirement shall be applied within five years after a decision of an authorized body on conservation of financial organization, forced redemption of its shares, withdrawal of a licence of financial organization and compulsory liquidation of financial organization or decision to declare it bankrupt in an established procedure by the legislation of the Republic of Kazakhstan;
      6) that has been withdrawn consent for appointment (election) to position of an executive officer during the period of this person being in position of an executive employee of a licensee or financial organization providing other financial services. Specified requirement shall be applied during the last twelve consecutive months after the decision of an authorized body to revoke the consent to appointment (election) to position of an executive officer.
      3. Number of members of executive body of an applicant (licensee), created and carrying out in an organizational-legal form of a joint stock company, must be not less than three persons.
      4. To comply with the requirement specified in subparagraph 3) of paragraph 2 of this article, it shall be required to have work experience:
      1) to candidates to position of head of executive body (a person individually exercising functions of executive body of the registrar, transfer agent), chief accountant of an applicant (licensee) not less than three years;
      2) to candidates to position of head of management body, members of executive body of an applicant (licensee) not less than two years;
      3) to candidates to positions of other executives officers not less than one year.
      To candidates to positions of members of management body, as well as members of executive body charging exclusively on matters of security of an applicant (licensee), administrative and economic matters, availability of work experience, provided for in subparagraph 3) of paragraph 2 of this Article shall not be necessary.
      For the work experience specified in this paragraph shall not be included work in the departments of financial organization, associated with the implementation of economic activity.
      5. An executing employee shall be entitled to hold office without approval of an authorized body for the period not exceeding sixty calendar days from the date of his appointment (election).
      Upon expiration of the period specified in this paragraph and in case of non-provision of complete package of documents for approval to an authorized body or in case of refusal of an authorized body in approval an applicant (licensee) shall be obliged to terminate the employment contract with this person, or in case of absence of employment contract to take measures on termination of powers of this executive employee.
      Execution of duties (replacement of a temporarily absent) executive officer of an applicant (licensee) without coordination with an authorized body over period specified in this paragraph shall be prohibited.
      6. The procedure of issuing a consent of an authorized body on appointment (election) of executive employee of an applicant (licensee), the documents necessary to obtain the consent, shall be determined by regulatory legal acts of an authorized body.
      7. In case of refusal of an authorized body in issue of a consent to appointment (election) of an executive employee of an applicant (licensee) or his dismissal from the position of executive officer of an applicant (licensee) or his transfer to another position in this applicant (licensee) specified person can be re-appointed (elected) to the position of executive officer of an applicant (licensee) not earlier than ninety calendar days after receipt of a refusal in issue of consent for appointment (election) or its dismissal or transfer to another position, but not more than twice within a twelve consecutive months.
      8. In the case of two continuous failures of an authorized body to issue of consent to appointment (election) to the position of executive officer of an applicant (licensee) this person can be appointed (elected) as executive officers of an applicant (licensee) on expiry of twelve consecutive months from the date of taking a decision of an authorized body on the second refusal in issue of consent to appointment (election) to position of executive employee of an applicant (licensee).
      8-1. An authorized body shall be entitled to dismiss from office persons specified in this article, based on sufficient data for recognition of actions of specified chief executive officer (officers) of an applicant (licensee) as contradicting to requirements of the legislation of the Republic of Kazakhstan.
      9. An authorized body shall be entitled to revoke his consent to appointment (election) to position of executive officer of an applicant (licensee) on the following grounds:
      1) identification of false information, on the basis of that the consent has been given;
      2) systematic (three and more times during the last twelve calendar months) application by an authorized body of sanctions to executive employee and (or) to licensee, in that this executive officer ranks (occupied within the last twelve calendar months) corresponding position;
      3) suspension by an authorized body from execution of duties the persons specified in this article, based on sufficient data for a recognition of actions of specified executive officer (officers) of an applicant (licensee) as contradicting requirements of the legislation of the Republic of Kazakhstan;
      4) presence of a conviction or outstanding convictions.
      Recall by an authorized body of consent to appointment (election) of executive employee of a licensee shall be grounds for withdrawal of earlier granted (issued) agreement (consent) of this executive officer in other financial institutions.
      In case of recall by an authorized body of consent to appointment (election) to position of executive officer of an applicant (licensee) an applicant (licensee) must terminate employment contract of this person, or in case of absence of employment contract to take measures on termination of powers of this executive officer.
      10. Is excluded by the Law of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2009).
      11. Is excluded by the Law of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2009).
      Footnote. Article 54 is in the wording of the Law of the Republic of Kazakhstan dated 23.12.2005 No. 107 (the order of the entry into force see Article 2 of the Law No. 107); as amended by the Law of the Republic of Kazakhstan dated 05.06.2006 No. 146 (the order of the entry into force see Article 2); dated 12.02.2007 No. 222 (shall be enforced upon expiry of six months after its first official publication); 19.02.2007 No.230 (the order of the entry into force see Article 2); dated 15.05.2007 No. 253; dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2009); dated 20.11.2008 No. 88-IV (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (the order of the entry into force see Article 2).

      Article 55. Requirements to organizational structure.

      1. An organizational structure of a licensee, having two or more licences for implementation of professional activity on securities market, must consist of separate units for each type of activity.
      2. A licensee shall not be entitled to assign to employees of one division the execution of functions and responsibilities of employees of another division.
      3. Particularities of application of requirements of paragraphs 1 and 2 of this Article shall be established by a regulatory legal act of an authorized body.

      Article 56. Ban on inequitable conduct. Manipulation on securities market

      1. Securities market entities shall be prohibited to:
      1) influence in any form on other subjects of securities market for the purposes of changing their behavior on securities market;
      2) disseminate false information for the purposes of influencing to the situation on securities market;
      3) make transactions for the purposes of manipulation on securities market.
      Persons participating in making transaction, recognized as concluded for the purposes of manipulation on securities market, shall be liable under this Law and other legislative acts of the Republic of Kazakhstan.
      Transaction concluded for the purposes of manipulation on securities market, can be declared invalid by court ad the suit of interested persons.
      2. Recognition of a transaction concluded on an organized securities market, as concluded for the purposes of manipulation on securities market shall be carried out by an authorized body according to the results of consideration of conclusion of an expert committee of stock exchange, in trading system of that a transaction has been concluded, created for the purposes of consideration of issues of recognizing transactions with securities, concluded for the purposes of manipulation (hereinafter in this Article - expert committee).
      3. For preparation of expert opinion on issues of recognition of transactions, concluded on an organized market of securities as concluded for the purposes of manipulation, the stock exchange shall create an expert committee.
      Expert committee shall consist of the members of the board of directors of stock exchange, representatives of an authorized body, employees of stock exchange and other experts, having relevant professional knowledge for work in the committee.
      Head of executive body of stock exchange cannot be a chairman of the expert committee.
      4. The procedure of formation and work of the expert committee, and its quantitative composition shall be established by a regulatory legal act of an authorized body and internal documents of stock exchange.
      5. Monitoring and analysis to identify subject of transactions with securities made to for the purposes of manipulation shall be subjected transactions that meet any of the following conditions:
      1) buy and sell agreements of securities concluded within five working days, the execution of that has not led to substantial changes in the number of such securities held by parties of these transactions (as a substantial change of number of securities shall be recognized the difference between ten and more percent from the original amount of securities held by parties to transaction);
      2) transaction or several transactions have been made on the basis of counter orders for buy and sell of securities of one issue given by a client to one or two brokers;
      3) transaction concluded on an organized market of securities, conducted at a previously agreed price that greatly differs from price for these securities, that have emerged on securities market prior to the conclusion of such transaction;
      4) transactions has been concluded using insider information;
      5) transaction concluded on an organized securities market, aimed at establishing and (or) maintenance of prices on securities above or below those established as the result of objective relation of demand and (or) supply or to create visibility of trading securities.
      6) other transaction concluded on an organized securities market, that meet additional conditions and conditions defined by an expert committee.
      6. The procedure and conditions for recognition of transactions, concluded on organized securities market as concluded for the purposes of manipulation, shall be established by a regulatory legal act of an authorized body and internal documents of stock exchange.
      7. Recognition of a transaction concluded on non-organized securities market, as concluded for the purposes of manipulation on securities market shall be carried out by an authorized body according to the results of analysis of documents submitted by subjects of securities market, or inspections of activities of the subjects of securities market.
      8. The procedure and conditions for recognition of transactions concluded on non-organized securities market as concluded for the purposes of manipulation shall be established by a regulatory legal act of an authorized body.
      Footnote. Article 56 is in the wording of the Law of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2009); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 56-1. Restrictions on the disposition and use of insider information

      1. Internal documents of an issuer shall establish:
      1) list of information related to insider information;
      2) procedure and terms of disclosure of insider information;
      3) internal control rules for delimitation of rights of access to insider information and to prevent the possibility of misuse of such information by insiders;
      4) procedure of conducting, maintaining up to date the list of persons with access to insider information, and also excluding them from the list;
      5) procedure and terms of notice of persons in case of their inclusion (exclusion) from the list specified in subparagraph 4) of paragraph 5 of this article, as well as informing persons in case, established by subparagraph 5) of paragraph 5 of this article;
      6) procedure and terms of furnishing of information to an issuer by legal entities specified in subparagraphs 2), 3), 4) and 7) of paragraph 3 of this article, about their employees that possess in virtue of his official position and employment duties an access to insider information of an issuer;
      7) other provisions allowing to an issuer to exercise control over the disposition and use of insider information.
      Internal documents of an issuer specified in this paragraph (hereinafter in this Article - the internal control regulations) must be approved by management body of an issuer.
      2. Insider information shall not include:
      1) information prepared on the basis of publicly available information, including research, forecasts and evaluation of the value of securities (derivative financial instrument), the property status of an issuer, made for the purposes of making investment decisions and (or) preparation of recommendations or proposals on implementation of operations with securities (derivative financial instruments);
      2) information received from the mass media;
      3) unconfirmed information, the source of that is unknown, distributed among a wide range of persons, as well as assumptions about the planned or current activities of an issuer.
      3. As insiders shall be recognized the following persons:
      1) employees of an issuer with access to insider information due to their employment status and employment duties;
      2) persons with access to insider information by virtue of ownership, use and (or) dispose directly or indirectly of ten or more percent of voting shares (stakes of participation in charter capital) of an issuer;
      3) audit organization, appraiser, professional participants of securities market and other persons rendering services to an issuer in accordance with concluded agreement (including verbal), the conditions of that provide for disclosure of insider information;
      4) organizer of an auction, the list of that includes securities (derivative financial instruments) issued (provided) by an issuer;
      5) members of board of directors of stock exchange, the listing committee of stock exchange and an expert committee of stock exchange in trading system of that concluded transactions with securities of an issuer, created for the purposes of consideration of issues of recognition of transactions with securities, concluded for the purposes of manipulation;
      6) public servants, that have access to insider information due to the provided to them functions over state control and supervision over activities of subjects of securities market;
      7) public associations and self-regulatory organizations, members of that are issuers and organizations mentioned in subparagraph 2), 3) and 4) of this paragraph, that have due to the provided to them authorities access to insider information;
      8) employees of organizations indicated in subparagraphs 2), 3), 4) and 7) of this paragraph having access to insider information due to their employment status and employment duties;
      9) persons received insider information from persons specified in subparagraphs 1) - 8) of this paragraph.
      4. Insiders shall not be entitled to:
      1) use insider information for transactions with securities (derivative financial instruments);
      2) transfer to third parties or make available to third parties insider information, except for cases stipulated by Laws of the Republic of Kazakhstan;
      3) provide third parties with recommendations on transactions with securities based on insider information.
      5. An issuer shall be obliged to secure control over disposition and use of insider information on an issuer and issued (rendered) by him securities (derivatives of financial instruments), through the following activities including, but not be limited to measures:
      1) disclosure according to the procedure and on conditions established by a regulatory legal act of an authorized body of information concerning its activities that is not publicly available, if that information in connection with consequences for the property and financial situation of an issuer shall be able to influence on value of the issued (provided) by this issuer securities (derivatives of financial instruments);
      2) development and approval of rules of internal control and supervision over fulfillment of the requirements of these rules by an issuer and its employees;
      3) establishment of the structural divisions or appointment of the official that in responsibility include execution of control over compliance by an issuer and its officers and employees of the requirements of the legislation of the Republic of Kazakhstan and internal control rules;
      4) running and maintenance up to date a list of persons with access to insider information of an issuer specified to in subparagraphs 1), 2), 3) and 4) of paragraph 3 of this article;
      5) notice of persons included in a list specified in subparagraph 4) of this paragraph on their inclusion and exclusion to a list (from the list), and informing the specified persons on the requirements of this Law and the rules of internal control of disposition and use of insider information;
      6) presentation of a list of persons included in a list specified in subparagraph 4) of this paragraph to an authorized body upon its request;
      7) implementation of other activities provided for by the rules of internal control.
      6. Legal entities specified in subparagraphs 2), 3), 4) and 7) of paragraph 3 of this Law shall be obliged to:
      1) maintain a list of their employees, that have in virtue of their official position and employment access to insider information of issuers and insiders in respect of that has been recognized these legal entities;
      2) inform their employees about the requirements of this Law regarding the prohibition on the use of insider information and internal control rules by insiders in respect of that has been recognized these legal entities;
      3) inform issuers and insiders in respect of that has been recognized the data of legal entities, their employees that possess in virtue of his official position and employment duties access to insider information of issuers, in procedure and terms established by the rules of internal control.
      Footnote. Article 56 Article 53 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

Chapter 10. nominal holding of securities

      Article 57. The procedure of implementation of nominal holding of securities

      1. Provide services of nominal holding shall be entitled central depository, custodian and broker and (or) dealer that have a right to handle client accounts as a nominal holding of securities.
      2. Nominee holding of securities shall be carried out by a licensee in accordance with conditions of concluded with client contract establishing the rights of a licensee in respect of securities transferred to nominal holding.
      3. Custodian and broker and (or) dealer with the right to handle client accounts as a nominal holder shall within three calendar days after the conclusion of the nominal holding agreement with a client to open a customer account in the accounting system of nominal holding and sub-account of a client in the accounting system of central depository with disclosure of all details of a client required to open a sub-account.
      In the system of registers of securities holders accounting for non-governmental securities transferred in nominal holding, shall be carried out under personal account of central depository, opening of that is made by the registrar on the basis of the order of central depository.
      The procedure for opening a personal account in the accounting system of nominal holding shall be established in internal documents of the nominal holder.
      4. Procedure of implementation of nominal holding of securities shall be established by internal documents of licensees in accordance with the requirements of this Law and the terms of nominal holding agreement.
      5. Levy of execution for obligations of a nominal holder on financial instruments belonging to clients of nominal holder shall not be allowed.
      Footnote. Article 57 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2).

      Article 58. Obligations of nominal holder

      A nominal holder shall be obliged to:
      1) carry out constant control to prevent errors and distortion of the information contained in personal account of a client;
      2) keep information contained in the accounting system of nominal holding and establish or restore the sequence of changes made in personal account of a client;
      3) make changes in personal account of a client according to the procedure and terms established by this Law;
      4) provide a client with reliable information in accordance with a concluded agreement on nominal holding.

      Article 59. Functions of a nominal holder. Prohibition connected with implementation of functions of nominal holder

      1. functions of nominal holder shall be:
      1) accounting of securities of a client and securing their availability for transactions with securities;
      2) registration of transactions with securities of a client;
      3) confirmation of rights of a client on securities;
      4) representation of interests of a client upon conclusion of transactions with securities transferred in nominal holding;
      5) informing client about information relating to securities transferred in nominal holding;
      6) other functions in accordance with a contract on nominal holding, not contradicting to the legislation of the Republic of Kazakhstan.
      2. A nominal holder shall be prohibited to:
      1) carry out registration of transactions with securities contradicting to the requirements of the Republic of Kazakhstan;
      1-1) make changes in the personal account (sub-account) of a client, not corresponding to requirements of the legislation of the Republic of Kazakhstan;
      2) carry out registration of transactions with securities without a client's order, except for the cases stipulated by this Law and a regulatory legal act of an authorized body;
      3) use money and securities of a client in their own interests or in interests of third parties without a written consent of a client, except for cases established by the legislation of the Republic of Kazakhstan.
      3. On the territory of the Republic of Kazakhstan a nominal holder shall not be entitled to provide services of a nominal holding to another nominal holder in respect of securities transferred to him in nominal holding, except for:
      1) central depositary;
      2) custodians in their provision of services of a nominal holding in respect of foreign securities or foreign companies carrying out functions established by paragraph 1 of this article.
      Footnote. Article 59 as amended by the Law of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2010).

      Article 60. Contract on nominal holding

      1. Legal relations between nominee holder and his customer shall be regulated by a contract between them on nominal holding. To a contract on nominal holding, the rules of a contract of agency in accordance with the civil legislation of the Republic of Kazakhstan.
      2. Before conclusion of a contract on nominal holding, a nominal holder shall be obliged to acquaint a client with conditions of the execution of its activities as a nominal holder.
      3. A contract on nominal holding must contain:
      1) scope of a contract;
      2) rights and obligations of parties, including obligations of a nominal holder on keeping of commercial secrets on the personal account of a client;
      3) is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      4) procedure for confirmation of rights of a client on securities transferred in nominal holding;
      5) the size and procedure of payment of services of a nominal holder;
      6) the form and frequency of reporting of nominal holder before the customer;
      7) responsibility of parties for violation of contract conditions;
      8) the conditions and procedure for acquisition of income on securities.
      In addition to the above-mentioned provisions, a contract can contain any other conditions that do not contradict to the legislation of the Republic of Kazakhstan.
      Footnote. Article 60 as amended by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

      Article 61. Registration of transactions with securities that are under nominal holding

      1. Registration of transactions with securities under nominal holding shall be carried out by a nominal holder at the client's account in accounting system of nominal holding and client’s sub-account in accounting system of central depository.
      2. Client of depositor shall be entitled to receive an extract about situation of his sub-account in the accounting system of central depository.
      In case of discrepancy of information on the number, type of securities specified in the extract from personal account in the accounting system of nominal holding such information in a sub-account in the accounting system of central depository shall have priority information specified in the accounting system of central depository.
      Procedure for submission of extract from sub-account in the accounting system of central depository shall be established by its internal documents.
      3. is excluded by the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230
      Footnote. Article 61 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 19.02.2007 No. 230 (the order of the entry into force see Article 2).

      Article 62. Disclosure of information by a nominal holder

      1. A nominal holder must submit at the request of the registrar, central depository and an issuer information about clients, the securities of that are under its nominal holding.
      Procedure of submission of information specified in the first part of this paragraph shall be established by a regulatory legal act of an authorized body.
      2. is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      Footnote. Article 62 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

Chapter 11. Brokerage and dealer activity on securities market

      Article 63. The procedure of implementation of brokerage and (or) dealer activity

      1. Brokerage activity and dealer activity on securities market shall be carried out on the basis of a licence for implementation of brokerage and dealer activities.
      Licence for implementation of brokerage and dealer activities can be with the right to handle accounts of clients as a nominal holder or without the right to maintain accounts of clients.
      In cases established by legislative acts of the Republic of Kazakhstan, an authorized body shall be entitled to issue a licence for dealer activity.
      2. Broker and (or) dealer shall be obliged to comply with the requirements established by this Law, other legislative acts of the Republic of Kazakhstan, regulatory legal acts of an authorized body, internal documents of the self-regulatory organization, to the procedure and conditions of making transactions with issuance securities and other financial instruments.
      3. The relationship between a broker and his client shall arise on the basis of a contract for the provision of brokerage services to that the rules of a contract of agency or commission established by the Civil Code of the Republic of Kazakhstan shall be applied.
      Norms of the contract of agency shall be applied in the part of provision of services of a nominal holding, and the provisions of the contract of commission in the part of providing brokerage services on organized securities market. Brokerage services in an unorganized securities market shall be provided on the basis of a contract of agency or commission upon agreement of parties of a brokerage agreement.
      4. An organizational structure of broker and (or) dealer with the right to handle client accounts as a nominal holder must include the following structural subdivisions:
      1) trading division carrying out conclusion of transactions with financial instruments;
      2) estimated division carrying out execution of transactions with financial instruments, accounting of financial instruments and money of this broker and (or) dealer and his clients.
      3) other structural subdivisions in accordance with regulatory legal acts of an authorized body and internal documents of broker and (or) dealer with the right to handle client accounts as a nominal holder.
      5. Executive officials of trading division of broker and (or) dealer with the right to handle client accounts as a nominal holder shall not be entitled to execute duties of executive employees of the estimated division of broker and (or) dealer and vice versa.
      6. is excluded by the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230.
      Footnote. Article 63 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 05.06.2006 No. 146 (the order of the entry into force see Article 2); dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 64. Conclusion of transactions by a broker and (or) dealer

      1. Broker and (or) dealer shall conclude transactions with financial instruments, in accordance with an order of a client. Types of orders of clients, their content and formation shall be established by a regulatory legal act of an authorized body and internal documents of broker and (or) dealer.
      2. Execution of an order of a client shall be carried out by a broker and (or) dealer with observance of conditions of making a transaction, specified in an order. If, on conclusion of a transaction arises a necessity to change the conditions of a transaction, a broker and (or) dealer shall coordinate his actions with a client.
      In case of a conflict of interests, a broker and (or) dealer must make a transaction, based on priority of client's interests above their own interests.
      2-1. is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).
      2-2. In the framework of brokerage and (or) dealer activities on securities market broker and (or) dealer shall not be entitled to use money of their customers, held in the accounts of broker, in the form of a loan or as a fulfillment of obligations in their own interests or in interests of third persons.
      3. Broker and (or) dealer shall be entitled to provide an issuer with the following services on:
      1) issuance and placement of issuance securities as an underwriter or as in composition of underwriting consortium;
      2) announcement and support quotations of financial instrument in accordance with internal documents of stock exchange;
      3) providing consulting services on issues of inclusion and location of securities in the official list of stock exchange.
      Broker and (or) dealer upon providing services to an issuer specified to in subparagraph 1) of the first part of this paragraph shall not be entitled to be a representative of holders of bonds of this issuer.
      4. Conditions and procedure of execution by participants of underwriting consortium of activity on issue and placement of issuance securities shall be determined by a contract of joint activity of underwriters, that are parties to the underwriting consortium, that must contain the following information:
      1) functions of participants of underwriting consortium;
      2) distribution of rights, duties and responsibility between participants of underwriting consortium;
      3) validity of a contract on joint activity.
      5. Relations between an issuer and underwriter (underwriting consortium) shall be regulated by a contract concluded in a written form.
      6. Underwriter (underwriting consortium) shall be entitled to placement of issuance securities by the following means:
      1) method of "firm commitments" under that the underwriter (underwriting consortium) shall buy from an issuer all the placed issuance securities for the purposes of their further sale to other investors;
      2) method of "best effort" in that the underwriter (underwriting consortium) shall be obliged to make all possible for him efforts to placement of issuance securities by their proposals to investors;
      3) other ways of placing issuance securities in accordance with conditions of a contract between an issuer and underwriter (underwriting consortium).
      Footnote. Article 64 as amended by the Laws of the Republic of Kazakhstan dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

Chapter 12. Activity on maintenance of system of registers of securities holders

      Article 64-1. Legal status and organization of an activity of unified registrar

      1. Activities of the unified registrar on maintenance of system of register of holders of securities shall not be subjected to licensing by an authorized body.
      The procedure of activities of the united registrar on maintenance of system of register of holders of securities shall be established in accordance with the requirement of Article 65 of this Law.
      2. Founders and shareholders of a unified registrar can only be authorized body, stock exchange and central depository.
      3. Bodies of the unified registrar, their functions and powers, order of formation and decision-making shall be determined by this Law, regulatory legal act of an authorized body, charter and internal documents of the unified registrar.
      The board of directors of unified registrar on a permanent basis with the right to vote shall include a representative of an authorized body.
      The requirements of Article 54 of this Law shall be applied to executive employees of unified registrar.
      4. The unified registrar shall be obliged to:
      1) have technical and other facilities for the safe placement and operation of information systems, databases;
      2) use in their activities certified equipment and software program;
      3) have a backup center for storage of information constituting the system of registers of securities holders, corresponding to requirements of a regulatory legal act of an authorized body;
      4) conduct an annual audit of program-technical support, including information, communication systems and technologies used by a unified registrar in its activities.
      5. A unified registrar shall not be entitled to:
      1) carry out entrepreneurial activity not related to activity on securities market;
      2) participate in creation and activity of legal entity, except for cases provided for by a regulatory legal act of an authorized body.
      6. Unified registrar shall be the only organization in the territory of the Republic of Kazakhstan, carrying out activity on maintenance of register system of securities holders. This requirement shall not apply to central depository during performance of activities under paragraph 3-1 of Article 80 of this Law.
      Footnote. Chapter 12 is supplemented with Article 64-1 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (the order of the entry into force see Article 2); as amended by the Laws of the Republic of Kazakhstan dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 64-2. Set of rules of unified registrar

      1. Set of rules of unified registrar shall be its internal document defining the relationship of the unified registrar of securities market.
      Compliance with the set of rules of unified registrar shall be compulsory to all entities using the services of the unified registrar.
      2. Set of rules of unified registrar shall be approved by the board of directors and agreed with the authorized body.
      Set of rules of unified registrar and amendments and additions thereto shall enter into force after their approval by an authorized body.
      3. Set of rules of unified registrar must contain:
      1) rules of registration of transactions with securities, stakes of participation in charter capital of a limited liability partnership, as well as the rights to claim on obligations of issuers of issuance securities in cases provided for by this Law;
      2) rules of accounting of issuance securities, stakes of participation in the charter capital of a limited liability partnership, as well as rights to claim on obligations of issuers of issuance securities in the cases provided for by this Law;
      3) rules of storage and dematerialization of issuance securities;
      4) rules of reporting to clients of a unified registrar;
      5) order of interaction with subjects of securities market;
      6) other provisions not contradicting to the legislation of the Republic of Kazakhstan.
      Footnote. Chapter 12 is supplemented with Article 64-2 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 65. The procedure of implementation of activity on maintenance of register system of securities holders

      1. Maintenance of register system of securities holders shall be carried out by the registrar in accordance with this Law, regulatory legal acts of an authorized body, and internal documents of the registrar, the agreement on maintenance of register system of securities holders, concluded with an issuer.
      Maintenance of register system of securities holders shall be required in relation to issuance securities.
      2. is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013).
      3. is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013).
      4. Information on an issuer, securities issued by an issuer, the holders of securities and operations, registered on their personal accounts, and other information shall be subjected to enter in register system of holders of securities in the procedure established by regulatory legal acts of an authorized body, and internal documents of the registrar.
      5. List of documents making up the system of registers of securities holders, procedure of formation, storage and maintenance of the system of register of securities holders, forms of extracts from the personal accounts and list of data specified in them shall be established by regulatory legal act of an authorized body.
      6. is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).
      7. Employees in official duties of that include keeping the system of registers of securities holders or control over securing safety of documents and information that constitute the system of registers of securities holders, shall bear responsibility in the order established by legislative acts of the Republic of Kazakhstan.
      Footnote. Article 65 is in the wording of the Law of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2010); as amended by the Laws of the Republic of Kazakhstan dated 28.12.2011 No.524-IV (the order of the entry into force see Article 2).

      Article 66. Functions of the registrar

      Functions of the registrar shall be:
      1) formation, maintenance and storage of the system of registers of securities holders;
      2) opening of personal account in the system of registers of securities holders to registered person;
      3) registration of transactions with securities on the personal account of the registered person;
      4) confirmation of rights on securities of the registered person;
      5) maintenance of the system of registers of securities holders up to date;
      6) control over the compliance of number of securities that are in circulation on the secondary securities market to the number, registered by n authorized body;
      7) informing the holders of securities in respect of holding a general meeting of an issuer or of payment of income on issuance securities by an issuer and in respect of an issue of securities in cases stipulated by the legislation of the Republic of Kazakhstan, or under instructions of an issuer;
      8) granting to an issuer the information constituting the system of registers of securities holders, on the basis of his request;
      9) providing information to government bodies, having the right in accordance with the legislative acts of the Republic of Kazakhstan on receipt of information that constitute the system of registers of securities holders, in accordance with paragraph 3 of Article 43 of this Law;
      10) other functions in accordance with this Law and other legislative acts of the Republic of Kazakhstan.
      Footnote. Article 66 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2010).

      Article 67. Contract on conduct of the system of registers of holders of securities

      1. A decision on conclusion of an agreement on maintenance of the system of registers of holders of securities with registrar shall be accepted by an issuer in accordance with its competence established by the charter of an issuer. This decision shall contain an indication of the persons authorized on behalf of an issuer to take part in the conclusion of a contract and sign it.
      2. Registrar shall not be entitled to carry out maintenance of the system of registers of holders of its securities.
      Registrar shall not be entitled to subcontract the system of registers of securities holders of an issuer, with that has been concluded an agreement on maintenance of the system of registers of securities holders to another registrar.
      3. Upon conclusion of a contract on maintenance of the system of registers of holders of securities an issuer must provide the registrar with the following documents:
      1) decision of a body of an issuer about the choice of a registrar and conclusion of a contract on maintenance of the system of registers of securities holders;
      2) copy of a charter;
      3) certificate on government registration (re-registration) of a legal entity;
      4) copy of documents confirming the government registration of an issue of issuance securities;
      5) sample card of signatures of representatives of an issuer, that have the right to receive information constituting the system of registers of securities holders, and to sign documents upon execution of conditions of a contract with a seal impression of an issuer. The card shall be subjected to notarial certification.
      4. Upon conclusion of a contract on maintenance of the system of registers of securities holders the registrar shall be obliged to provide to an issuer for examination its internal documents.
      5. is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013).
      Footnote. Article 67 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013); dated 24.12.2012 No. 60-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 68. The requirements to the registrar upon dissolution of a contract on conduct of the register of securities holders

      Footnote. Article 68 is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013).

Chapter 13. Activity on managing an investment portfolio. Activity on investment management of retirement assets

      Article 69. Implementation of an activity on managing an investment portfolio

      1. Conditions and procedure of implementation of activity on managing an investment portfolio shall be established by the legislative acts of the Republic of Kazakhstan and regulatory legal acts of an authorized body.
      Particularities of implementation by joint stock company carrying out entrusted administration of assets, the sole shareholder of that is the National Bank of the Republic of Kazakhstan, of professional activities on securities market shall be established by regulatory legal act of an authorized body.
      2. Activity on managing an investment portfolio shall include the following sub-types of activities:
      1) Activity on managing an investment portfolio with the right to attract voluntary pension contributions (voluntary accumulative pension fund);
      2) Activity on managing an investment portfolio without the right to attract voluntary pension contributions.
      3) Activity on managing an investment portfolio shall be carried out with the purpose of receipt of income in the interests of a client.
      4) Rights of managers of investment portfolio in respect of financial instruments that are under their management shall be recorded by the nominal holders, in accordance with their internal documents.
      Footnote. Article 69 is in the wording of the Law of the Republic of Kazakhstan dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 70. Functions of managers of an investment portfolio

      1. Functions of managers of an investment portfolio shall be:
      1) taking decisions on investment of money in issuance securities and other financial instruments in accordance with the requirements of a regulatory legal act of an authorized body;
      2) interaction with subjects of securities market in the process of investment portfolio management for the purposes of execution of taken investment decisions;
      3) conducting accounting of concluded transactions with issuance securities and other financial instruments according to the procedure established by a regulatory legal act of an authorized body and their internal documents;
      4) execution of terms of a contract on managing an investment portfolio.
      2. Manager of an investment portfolio with the right to attract voluntary pension contributions, in addition to the functions provided for in paragraph 1 of this article, shall carry out the functions provided for by the Law of the Republic of Kazakhstan «On pension provision in the Republic of Kazakhstan».
      3. Managers of an investment portfolio shall be entitled to exercise in respect of issuance securities and other financial instruments under management, the right to use and disposal of them, unless otherwise provided for by the legislation of the Republic of Kazakhstan.
      Footnote. Article 70 is in the wording of the Law of the Republic of Kazakhstan dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 71. Prohibition connected with implementation of activity on managing an investment portfolio or activity on investment management of retirement assets

      Footnote. Article 71 is excluded by the Law of the Republic of Kazakhstan dated 07.07.2004 No. 577

      Article 72. Activity of investment committee. Requirements to the members of an investment committee

      1. Except cases specified by legislative acts of the Republic of Kazakhstan, taking of investment decisions concerning the own assets of a professional participant of securities market and (or) assets accepted by professional participant of securities market (manager of an investment portfolio) to investment management, shall be carried out by an investment committee, in composition of that must be at least three persons. At least half of the members of an investment committee must be executive employees of the professional participant of securities market, obtaining the consent of an authorized body on their appointment (election) as executive employees of the professional participant.
      The requirements of this paragraph shall not apply to the registrar, transfer agent and second-tier bank, that have a licence to conduct custodian and (or) a brokerage and (or) dealer activities on securities market.
      2. Election of members of an investment committee shall be carried out by an executive body of a professional participant securities market.
      3. To the composition of an investment committee of manager of investment portfolio must not include persons that are not employees of this manager of investment portfolio.
      3-1. Regulatory legal act of an authorized body shall be established additional requirements for membership of an investment committee of manager of investment portfolio with the right to attract voluntary pension contributions and also manager of investment portfolio, carrying out in accordance with a contract concluded with the National Bank of the Republic of Kazakhstan, pension assets management.
      4. A meeting of an investment committee shall be held on condition of participation in it not less than half of the total number of the elected members of an investment committee, but not less than three members of an investment committee.
      Decisions of an investment committee shall be taken by a majority of votes of members participating in the meeting, and shall be formed in written form.
      5. Member of an investment committee shall not be entitled to delegate the execution of its functions in the part of taking an investment decisions by other persons.
      6. Members of an investment committee shall be obliged to bring to the attention of an executive body of a professional participant of securities market the information on presence of circumstances by virtue of that the interests of this member of an investment committee and the interests of a professional participant of securities market and (or) clients whose assets are transferred to him in investment management, are inconsistent internally.
      In the event of circumstances specified in part one of this paragraph, a member of an investment committee shall not be entitled to participate in a meeting of an investment committee and somehow influence on taken by investment committee decisions.
      7. On results of meetings of an investment committee shall be made a protocol that shall be signed by the chairman and all members of an investment committee, attending a meeting of an investment committee, and shall contain the opinion of each member of an investment committee and the legal background for the taken decision.
      8. Upon systematic (three and more times during the last twelve months) taking by an investment committee of decisions on making transactions at the expense of own assets of a professional participant of securities market or assets of clients transferred to the investment management of a professional participant of securities market, providing for the inappropriate use of these assets, violation of the requirements of the legislation of the Republic of Kazakhstan the investment declaration, an authorized body shall be entitled to disqualify a person or persons voting for the adoption of such decisions, from execution of duties of members of an investment committee.
      Notice of an authorized body on disqualification of a person or persons from execute the duties of the members of an investment committee shall be bring to information to the executive body of a professional participant of securities market, that, no later than the day following the day of receipt of a notification of an authorized body shall be obligated to bring it to the attention of persons suspended by an authorized body from execution of duties of members of an investment committee.
      9. From the moment of bringing to information to a member of an investment committee of the notification of an authorized body, specified in paragraph 8 of this article, the person shall not be entitled to participate in the work of an investment committee and cannot be elected to the composition of an investment committee of the organizations specified in paragraph 1 of this Article within three years after taking a decision by an authorized body on his dismissal from execution of obligations of a member of an investment committee.
      Footnote. Article 72 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); as amended by the Law of the Republic of Kazakhstan dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 72-1. Major participant of managing of an investment committee

      1. No one independently or jointly with other (other) person (s) cannot (cannot), directly or indirectly, own, use and (or) dispose of ten or more percent of placed (excluding preferred and redeemed) shares of manager of an investment portfolio, as well as have control or possibility to influence on taken by managing investment portfolio decisions in the amount of ten or more percent of placed (excluding preferred and redeemed) shares of manager of an investment portfolio without obtaining a prior written consent of an authorized body. Legal entities-non-residents of the Republic of Kazakhstan can obtain the consent of an authorized body to acquire a status of a major participant of managing investment portfolio upon availability of minimal required rating of one of the rating agencies. The minimum required rating and a list of rating agencies shall be established by regulatory legal act of an authorized body.
      Availability of such a rating shall not be required to a legal entity-non-resident of the Republic of Kazakhstan, assuming indirectly own ten or more percent of voting shares of a manager of an investment portfolio or vote indirectly ten or more percent of voting shares of managing investment portfolio through ownership (voting) of shares (stakes of participating in the charter capital) of a legal entity-non-resident of the Republic of Kazakhstan that is a major participant of managing investment portfolio directly owning ten or more percent of placed (excluding preferred and redeemed) shares of manager of an investment portfolio or having the possibility to vote with ten or more percent of voting shares of managing investment portfolio, that have the minimum required rating.
      2. Shall not be major participants of managing investment portfolio the shareholders, that jointly owns ten percent or more of placed (excluding preferred and redeemed) or voting shares of managing investment portfolio, and acting on the basis of concluded between them agreement providing taking by them decisions on the following issues:
      1) convening of extraordinary general meeting of shareholders or production before the court with a claim to call in case of refusal of the board of directors to convene of general meeting of shareholders;
      2) the inclusion of additional issues in the agenda of a general meeting of shareholders;
      3) the convening of a meeting of the board of directors;
      4) conduction of audit of managing investment portfolio for its own account.
      3. Rules for issuance, withdrawal of consent for acquisition of the status of a major participant of managing investment portfolio, requirements for documents submitted for acquisition of specified agreement shall be defined by an authorized body.
      4. To obtain the consent a person willing to become a major participant of managing investment portfolio shall be obliged to submit to an authorized body an application on acquiring the status of a major participant of manager of an investment portfolio with the documents and information specified in paragraphs 6 - 10 of this article.
      5. Major participants of managing investment portfolio—individuals shall pay shares of managing investment portfolio in an amount not exceeding value of property owned by them on the right of ownership.
      Whereupon the value of a property must be not less than the aggregate value of previously acquired and acquired shares of managing investment portfolio.
      6. To obtain the consent for acquisition of a status of a major participant of managing investment portfolio an individual shall submit the following documents:
      1) information about conditions and procedure of acquisition of shares of managing investment portfolio, including previously acquired, including description of sources and resources used for the acquisition of shares, with copies of supporting documents.
      Sources used for acquisition of shares of managing investment portfolio shall be:
      income received from entrepreneurial, labor, or other paid activities;
      monetary accumulation of an applicant, certified documentarily.
      In addition to the sources specified in part two of this subparagraph, for acquisition of shares of managing investment portfolio can be used the money received as a gift, winnings, income from the sale of property received free of charge, in an amount not exceeding twenty-five percent of the value of acquired shares of managing investment portfolio.
      Upon acquisition of shares managing investment portfolio at the expense of property received as a gift, the applicant shall submit information on the giver and sources of origin of such property by the giver;
      2) power of attorney for a representative of an applicant, that shall be entrusted with the representation of the interests of an applicant (if any);
      3) list of legal entities in that he is a major participant, and notarized copies of the constituent documents;
      4) plan of recapitalization of managing investment portfolio in cases of possible deterioration of the financial situation of this fund or organization;
      5) information about impeccable business reputation with copies of supporting documents;
      6) information about incomes and property, as well as information on the existing debt for all obligations of an applicant according to the form established by regulatory legal act of an authorized body;
      7) brief information about an applicant in the form specified by regulatory legal acts of an authorized body, including information about education, employment.
      To obtain the consent for acquisition of the status of a major participant of managing investment portfolio the individual-resident of the Republic of Kazakhstan, in addition to documents, specified in part one of this paragraph shall submit a written confirmation of the relevant state authority of the country of residence of the individual-non-resident of the Republic of Kazakhstan that the acquisition of shares of managing investment portfolio - resident of the Republic of Kazakhstan is permitted by the legislation of the given country, or a statement of an authorized body of the relevant state that such permission according to the legislation of the state of specified the founder shall not be required.
      7. To obtain the consent for acquisition of the status of a major participant of managing investment portfolio legal entity-resident of the Republic of Kazakhstan shall submit the following documents:
      1) copy of the decision of an authorized body of an applicant on acquisition of shares of managing investment portfolio, as well as the list of affiliated persons of an applicant;
      2) information and supporting documents on persons (independently or jointly with other persons) owning ten or more percent of shares (stakes of participation in charter capital) of a legal entity, as well as having the opportunity to determine the decisions of a legal entity into force of the Treaty or is otherwise have control;
      3) information and documents specified in subparagraphs 1)-4) of first part of paragraph 6 of this article;
      4) information about impeccable business reputation of executive employees;
      5) notarized copies of statutory documents, brief information about a major participants of an applicant, as well as major participants of the major participants of an applicant;
      6) brief information about executives employees of an applicant in the form specified by regulatory legal acts of an authorized body, including information about education, employment;
      7) annual financial statements for the last two completed fiscal year audited by an audit organization, and financial statements for the last finished quarter before submission of the corresponding application;
      8) analysis of the financial impact of the acquisition of the status of a major participant, including supposed account balance of an applicant and managing investment portfolio after the acquisition, plans and proposals of an applicant.
      8. To obtain the consent for acquisition of the status of a major participant of managing investment portfolio legal entity-resident of the Republic of Kazakhstan shall submit the following documents:
      1) Information and documents specified in subparagraphs 1) – 4) of first part of paragraph 6 and subparagraphs 1), 3), 5), 6), 7) and 8) of paragraph 7 of this article;
      2) information about the credit rating of a legal entity assigned to one of the international rating agencies, a list of that shall be established by n authorized body, except for the cases provided for by paragraph 1 of this article;
      3) a written consent (agreement) of a financial supervision authority of a country of residence of an applicant on the acquisition of legal entity-non-resident of the Republic of Kazakhstan the status of a major participant of managing investment portfolio or a statement of an authorized body of the relevant state that such a consent (agreement) according to the legislation of the specified state shall not be required.
      9. To obtain the consent for acquisition of the status of a major participant of managing investment portfolio a financial organization-non-resident of the Republic of Kazakhstan shall submit the following documents:
      1) Information and documents specified in paragraph 8 of this article;
      2) a written confirmation from a financial supervision authority of a country of residence of an applicant, that an applicant is authorized to carry out financial activities under the legislation of the given country, or a statement of a financial supervision authority of a country of residence of an applicant that such a permit under the relevant domestic legislation is not required.
      To obtain the consent for acquisition of the status of a major participant of managing investment portfolio a financial organization non-resident of the Republic of Kazakhstan is intended to obtain twenty-five or more percent of voting shares of managing investment portfolio subjected to consolidated supervision in a country of its location, shall submit in addition to the documents established by this paragraph, a written confirmation from a financial supervision authority of a country of location of an applicant that a financial organization non-resident of the Republic of Kazakhstan is subjected to consolidated supervision.
      10. Persons willing to obtain the status of a major participant of managing investment portfolio with a share of ownership of twenty-five or more percent of placed (excluding preferred and redeemed) shares, in addition to the documents and information specified in this Article shall submit a business plan for the next five years, requirements to that shall be established by an authorized body.
      Board of Directors of managing investment portfolio shall consider a business plan submitted by a major participant with the shares of ownership of twenty-five or more percent of placed (excluding preferred and redeemed) shares of managing investment portfolio, in the framework of the corresponding status, established by this article.
      Managing investment portfolio shall be obliged to notify an authorized body about results of the consideration by board of directors of managing investment portfolio of a business plan of a major participant of managing investment portfolio within five working days from the date of adoption of a decision on inclusion or non-inclusion of a business plan of a major participant of managing investment portfolio in development strategy (development plan) of managing investment portfolio.
      Board of directors of managing of investment portfolio shall secure compliance of development strategy (development plan) of managing investment portfolio.
      11. As persons jointly with a major participants of managing investment portfolio shall be recognized persons in the amount of owning ten or more percent of placed (excluding preferred and redeemed) shares of managing investment portfolio or having possibility directly or indirectly to vote with ten or more percent of shares of managing investment portfolio, and:
      1) jointly influencing on taking of decisions of managing investment portfolio in virtue of a contract between them or otherwise;
      2) that are separately or jointly a major participants of one another;
      3) one of them is official or representative of another;
      4) one of them granted to another person the opportunity to purchase the shares of managing investment portfolio in accordance with an agreement concluded between them;
      5) that are close relatives or a married couple;
      6) one of them granted to another person the opportunity to purchase shares of managing investment portfolio at the expense of donated them to money or property received free of charge.
      In case if managing of investment portfolio is included in the banking conglomerate in accordance with the requirements of the banking legislation of the Republic of Kazakhstan, the managing of investment portfolio shall be subjected to consolidated supervision in accordance with banking legislation of the Republic of Kazakhstan.
      12. A decision on the request filed to obtain the status of a major participant of managing investment portfolio in accordance with the requirements of this Article shall be taken by an authorized body within three months from the date of submission of complete package of documents.
      An authorized body shall be obliged to notify an applicant in a written form about the results of his decisions. Whereupon in case of refusal to grant consent for acquisition of corresponding status in a written notification shall include reasons for the refusal.
      13. An authorized body shall be entitled to revoke the consent issued in accordance with this article, taking a decision on its cancellation within two months from the date of discovery of the fact, that is the reason for withdrawal of consent, in case of detection of false information, on the basis of that the consent has been given, or violations as a result of acquisition by an applicant of the status of a major participant of the requirements of antimonopoly legislation of the Republic of Kazakhstan, or non-compliance of a major participants to the requirements of this Law. In this case a person to that is to be applied this measure, shall be obliged, within six months to reduce the set of its shares in managing investment portfolio to a level below established by this article.
      A person that has been withdrawn a consent issued in accordance with this Article shall not be entitled to transfer in entrusted administration shares of managing investment portfolio to a third party.
      In case of non-fulfillment by the persons to that an authorized body has been taken a decision to revoke relevant consent, requirements of this paragraph an authorized body shall be entitled to apply to a court for execution by the persons concerned of the requirements of an authorized body.
      14. In case if a person became matching to the attributes of a major participant of managing investment portfolio without obtaining a prior written consent of an authorized body, it shall not undertake any actions to influence the management or policies of managing investment portfolio, and (or) to vote on such shares until it receives a written consent of an authorized body in accordance with provisions of this article.
      In specified case, a person, appropriate to the characteristics of a major participant of managing investment portfolio shall be obliged to notify an authorized body within ten calendar days from the moment of its becoming known that it meets the criteria of a major participant of managing investment portfolio.
      Application for the acquisition of the relevant status shall be submitted to an authorized body within thirty calendar days from the moment of its becoming known that it meets the criteria of a major participant of managing investment portfolio only if a person is not going to dispose of the shares within the specified period. Information on taking a decision on alienation of shares shall be submitted to an authorized body immediately from the moment of taking such a decision.
      15. An authorized body shall be entitled to demand information from individuals and legal entities upon availability of information pointing to the fact that a person meets criteria of a major participant of managing investment portfolio. Information can be sought from any person that has it, and organizations controlled by these persons.
      16. A major participant of managing investment portfolio shall be obliged within thirty calendar days from the moment of taking a decision to inform an authorized body on changes of percentage number of shares owned to him number of placed (excluding preferred and redeemed) shares of managing investment portfolio, that it owns, directly or indirectly, or have the opportunity to vote, directly or indirectly, with the submission of confirming documents.
      In case of change of the number of shares of managing investment portfolio (in percentage or absolute value) belonging to a major participant of managing investment portfolio, to the number of placed (excluding preferred and redeemed) shares of managing investment portfolio towards the increase of a major participant of managing investment portfolio shall provide information to an authorized body of the sources of funds used for the acquisition of shares in managing investment portfolio, with copies of supporting documents. The sources of funds used for the acquisition of shares of managing investment portfolio major players of managing investment portfolio - individuals, defined in subparagraph 1) of the first paragraph 6 of this article.
      In case of change of percentage of the number of shares of managing investment portfolio to less than ten percent of belonging to a major participant of managing investment portfolio, to the number of placed (excluding preferred and redeemed) shares of managing investment portfolio an authorized body under the statement of a major participant of managing investment portfolio or in case of self-discovery of such fact shall take a decision about cancellation of a previously issued written consent within two months from the date of discovery of this fact according to the procedure provided for issuance of consent for the acquisition of status of managing investment portfolio.
      17. Manager of investment portfolio shall be obliged quarterly submit to an authorized body a list of all their major participants indicating the percentage ratio of the number of their shares of managing investment portfolio to the number of placed (excluding preferred and redeemed) shares of managing investment portfolio not later than the tenth day of the month following the reported quarter.
      18. Manager of investment portfolio shall be obliged to notify an authorized body about the change in the composition of shareholders owning ten or more percent of voting shares of managing investment portfolio, within fifteen calendar days from the day of establishing by him of this fact.
      19. Untimely submission, failure to submission or submission of unreliable data by manager of investment portfolio, major players of managing investment portfolio, as well as individuals and legal entities, with relevant characteristics of a major participant of managing investment portfolio, of information required under paragraphs 14 - 18 of this article, in the specified period of time shall entail responsibility provided for by the Laws of the Republic of Kazakhstan.
      Footnote. Chapter 13 is supplemented with Article 72-1 in accordance with the Law of the Republic of Kazakhstan dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 72-2. Grounds for refusal in issuance by an authorized body of consent to persons, willing to become a major participants of managing investment portfolio

      1. Grounds for refusal in issuance by an authorized body of consent to persons, willing to become a major participants of managing investment portfolio shall be:
      1) failure to comply with the requirements of subparagraphs 4) - 6) of paragraph 2 of Article 54 of this Law (in relation to individuals or executive employees of an applicant - legal entity);
      2) unstable financial position of an applicant;
      3) failure to submit the documents specified in Article 72-1 of this Law;
      4) violation as a result of acquisition by an applicant of the status of a major participant of managing investment portfolio requirements of the antimonopoly legislation of the Republic of Kazakhstan;
      5) cases of in a transaction on acquisition of status of a major participant of managing investment portfolio by an acquirer shall be a legal entity (its major member (a major shareholder), registered in offshore zones, the list of that is established by an authorized body;
      6) failure to comply by an applicant with other requirements established by this Law to a major participants of managing investment portfolio;
      7) cases when an applicant that is a financial institution is not subject to supervision on a consolidated basis in the country of their location;
      8) analysis of financial impact of acquisition by an applicant of the status of a major participant of managing investment portfolio that assume deterioration of financial situation of managing investment portfolio;
      9) absence of an applicant - non-resident financial institution of the Republic of Kazakhstan of authority on implementation of financial activities within the limits of legislation of the country of origin;
      10) absence of an applicant - legal entity-non-resident of the Republic of Kazakhstan of minimum required rating of one of the international rating agencies, a list of that is determined by an authorized body, except for the cases provided for by paragraph 1 of Article 72-1 of this Law;
      11) inefficiency of a presented plan of recapitalization of managing investment portfolio in case of possible deterioration of financial status of specified fund or organization;
      12) absence of a applicant- individual, as well as executive employee of an applicant - legal entity with perfect business reputation;
      13) cases of a person’s previously being a major participant - a individual or the first head of a major participant - legal entities and ( or ) the executive employee of a financial institution in a period not exceeding one year before the adoption by an authorized body of a decision on conservation of a financial institution, compulsory redemption of its shares, revocation of a licence of a financial institution, as well as forced liquidation of a financial institution or declaring it bankrupt in accordance with legislation of the Republic of Kazakhstan. The specified requirement shall be applied for five years after the adoption by an authorized body of a decision on conservation of a financial institution, compulsory redemption of its shares, revocation of a licence of a financial institution, as well as forced liquidation of a financial institution or declaring it bankrupt in accordance with legislation of the Republic of Kazakhstan.
      2. A sign of an unstable financial situation of an applicant shall be the presence of one of the following conditions:
      1) legal entity - an applicant created for less than two years before the application date;
      2) obligations of an applicant exceed its assets excluding the amount of assets placed in shares and stakes of participation in charter capital of other legal entities and intended to acquire the shares of managing investment portfolio;
      3) losses according to the results of each of the two ended financial years;
      4) amount of obligations of an applicant poses a significant risk to a financial situation of managing investment portfolio;
      5) existence of overdue and (or) allocated to the balance of managing investment portfolio of the debt of an applicant to managing investment portfolio;
      6) analysis of financial consequences of acquisition by an applicant of the status of a major participant of managing investment portfolio assumes deterioration of financial situation of an applicant;
      7) other grounds, demonstrating possibility of damage to manager of investment portfolio and (or) contributors (beneficiaries) of the voluntary pension fund.
      3. Upon acquisition by a person of signs a major participant of managing investment portfolio without a written consent of an authorized body, an authorized body shall apply to that person sanctions provided for by the Laws of the Republic of Kazakhstan, as well as enforcement measures provided for in Article 72-3 of this Law, in terms of the requirements for execution of shares of managing investment portfolio for the period not exceeding six months.
      Footnote. Chapter 13 is supplemented with Article 72-2 in accordance with the Law of the Republic of Kazakhstan dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 72-3. Enforcement measures, applied to persons having signs of a major participant as well as a major participant of managing investment portfolio

      1. An authorized body shall be entitled to apply enforcement measures to persons with signs of a major participant as well as major participants of managing investment portfolio in the following cases:
      1) non-receipt of a consent of an authorized body on acquisition of the status of a major participant;
      2) appearance after acquiring the status of a major participant of managing investment portfolio of the circumstances specified in paragraph 1 of Article 72-2 of this Law;
      3) failure to enforce written instructions of an authorized body and written agreements concluded with a competent authority in accordance with subparagraphs 1) and 4) of paragraph 1 of Article 3-1 of this Law;
      4) committing of actions by a person with signs of managing investment portfolio, as a result of that to managing of investment portfolio was caused or can be caused damage;
      5) unstable financial situation of persons with signs of a major participant as well as major participants of managing investment portfolio, as result of that to managing of the investment portfolio was caused or can be caused damage;
      6) deterioration of financial situation of managing investment portfolio in connection with the identification of factors specified in Article 3-2 of this Law;
      7) existence of relations between the managing investment portfolio and its major participant, a person with signs of a major participant that prevent the implementation of monitoring and supervisory functions of an authorized body provided for by this Law;
      8) action or inaction of a person with signs of a major participant as well as a major participant that led to the failure to comply with the requirements of paragraph 5 of Article 49 of this Law.
      2. Upon availability of cases provided for by paragraph 1 of this Article an authorized body shall be entitled to request to demand from:
      1) a person possessing the signs of a major participant as well as from a major participant of managing investment portfolio of reduction of share of their direct or indirect ownership to below than ten per cent of voting shares of managing investment portfolio;
      2) managing investment portfolio in respect of a major participant to suspend the implementation of operations (direct and indirect) between them, exposing managing investment portfolio at risk;
      3) managing investment portfolio, a major participant of managing investment portfolio the adoption of measures on additional capitalization of managing investment portfolio.
      3. In case of failure to comply by a major participant or a person with signs of a major participant of managing investment portfolio to the requirements provided for by paragraph 2 of this article, on the basis of a decision of an authorized body shall be established to entrusted administration by shares of managing investment portfolio, belonging to a major participant or a person possessing the signs of a major participants of managing investment portfolio. These shares shall be transferred into entrusted administration to an authorized body for the period of three months.
      An authorized body shall be entitled to take a decision on transfer of shares of managing investment portfolio, belonging to a major participant or to a person possessing the signs of a major participant of managing investment portfolio into entrusted administration to a national management holding.
      In case of transfer of shares of managing investment portfolio, belonging to a major participant or a person possessing the signs of a major participant of managing investment portfolio into entrusted administration to a national management holding a period for that is to be established entrusted administration of shares, shall be determined by a relevant decision of an authorized body on establishment of entrusted administration.
      During the implementation of an authorized body or by a national management holding of entrusted administration of shares of managing investment portfolio a shareholder shall not be entitled to undertake any actions in respect of shares held in entrusted administration.
      A major participant or a person possessing the signs of a major participant of managing investment portfolio shall be entitled to petition to an authorized body on sale of all its shares of managing investment portfolio to persons specified in a request.
      A request shall be adopted by an authorized body in case of implementation by acquirers of shares specified in an application, the requirements of legislation acts of the Republic of Kazakhstan.
      Upon non-elimination of grounds for transferring of shares of managing investment portfolio into entrusted administration before the expiration of the term for that it has been established entrusted administration, an authorized body or national managing holding shall dispose of shares held in entrusted administration, by means of their realization on the organized securities market upon market value prevailing at the date of taking a decision on realization of shares.
      In case of absence of information on market value of shares the exercise of shares can be determined by an appraiser in accordance with the legislation of the Republic of Kazakhstan. The proceeds from a sale of those shares money shall be transferred to persons the shares of that have been transferred into entrusted administration.
      Activities on sale of shares of managing investment portfolio, belonging to a major participant or a person possessing the signs of a major participant of managing investment portfolio, shall be carried out at the expense of managing investment portfolio.
      4. The procedure of exercising entrusted administration of shares of managing investment portfolio, belonging to a major participant or a person possessing the signs of a major participant of managing investment portfolio, as well as actions of an authorized body or a national management holding in the period of entrusted administration shall be established by a regulatory legal act of an authorized body.
      Footnote. Chapter 13 is supplemented with Article 72-3 in accordance with the Law of the Republic of Kazakhstan dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

Chapter 14. Custodian activities

      Article 73. The procedure of implementation of custodian activity

      1. Custodian activity on securities market shall be entitled to carry out banks having licences on custodian activity and safe deposit transactions and the National Bank of the Republic of Kazakhstan.
      2. Custodian shall carry out its activity in accordance with the legislation of the Republic of Kazakhstan and contract on the custodian services concluded with a client.
      3. Custodian that is not a National Bank of the Republic of Kazakhstan must not be an affiliated person of his client, except for cases of providing custodian services to foreign clients.
      4. Objects of custodian activities shall include money and financial instruments transferred to a custodian by a client in accordance with a contract on custodian services.
      5. is excluded
      Footnote. Article 73 as amended by the Laws of the Republic of Kazakhstan dated 07.07.2004 No. 577; dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2); dated 21.06.2013 No. 106-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 74. Functions and obligations of a custodian

      1. A custodian shall carry out the following functions:
      1) opening accounts to a client in relations to money, issuance securities and other financial instruments transferred to custodian service;
      2) secure accounting of money, issuance securities and other financial instruments transferred to custodian service;
      3) execution of nominal holding;
      4) carrying out of functions of paying agent on transactions with issuance securities and other financial instruments transferred to custodian service;
      5) registration of transactions with issuance securities of a client and confirmation of his rights on these securities;
      6) receiving income on issuance securities and other financial instruments, transferred to custodian service, and transferring it to the account of a client;
      7) transferring of information to a client under instructions of an issuer;
      8) providing to a client other services provided for by a contract on custodian service;
      9) safekeeping of documented securities and other financial instruments issued in a documentary form.
      2. A custodian shall be obliged to:
      1) fulfill the conditions of a contract on custodian services, as well as client orders in accordance with their contents;
      2) provide custody and accounting of issuance securities and other financial instruments transferred to custodian service in relation to its assets;
      3) comply with the technology of conducting accounts of clients in accordance with the requirements provided for by the legislation of the Republic of Kazakhstan;
      4) provide a client with statements about the situations of their accounts on a regular basis or at his request;
      5) not to divulge information constituting commercial or other secret protected by law, except for cases provided for by this Law and other legislative acts of the Republic of Kazakhstan.

      Article 75.Contract on custodian service

      1. Relations between a custodian and its client shall arise from a contract on custodian service, to that shall be applied the provisions of a contract of storage and agency contract provided for by the Civil code of the Republic of Kazakhstan.
      2. A custodian shall be obliged upon conclusion of a contract on custodian service to acquaint a client with its internal documents.
      3. A contract on custodian service must contain:
      1) the procedure of providing services to a client under custodian services;
      2) rights and obligations of a custodian and his client;
      3) the procedure of payment of service of a custodian;
      4) conditions and procedure for receiving by a custodian, income over securities transferred to custodian service, and crediting it to an account of a client;
      5) procedure of abrogation of a contract on custodian service;
      6) responsibility of parties;
      7) other conditions in accordance with the legislation of the Republic of Kazakhstan.

Chapter 15. Transfer agent activity

      Article 76. Conditions and procedure of carrying out of transfer agent activity

      1. Transfer agent activities on the securities market shall be carried out for the purposes of reception and transmission of documents (information) between clients transfer agent.
      2. Conditions and procedure of transfer agent activity on securities market shall be established by regulatory legal act of an authorized body and internal documents of a licensee.

      Article 77. Functions of a transfer agent

      1. Transfer agent shall carry out the following functions:
      1) registration and accounting of documents received by him for a transfer;
      2) registration and accounting of documents transferred to clients;
      3) secure of safety of electronic database used on carrying out transfer agent activity;
      4) maintenance of functionability of electronic systems used on carrying out transfer-agent activity;
      5) other functions provided for by the legislation of the Republic of Kazakhstan.
      2. Relationship between transfer agent and its clients shall arise from a contract on transfer agency services to that the rules of a contract of agency, provided for by the Civil code of the Republic of Kazakhstan shall be applied.

Chapter 15-1. Clearing activities on transactions with financial instruments

      Footnote. The Law is supplemented with chapter 15-1 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 77-1. Conditions and procedure of carrying out clearing activity on transactions with financial instruments

      1. Clearing activity on transactions with financial instruments shall be entitled to carry out organizations having licences on clearing activity on transactions with financial instruments, and central depository (hereinafter in this Chapter - clearing organizations).
      Clearing organizations for payment management on transactions with financial instruments must have a licence to carry out certain types of banking operations, allowing to perform the following functions:
      1) of a centralized organization, carrying out settlement between participants of trades with financial instruments;
      2) of a paying agent for the payment of income on financial instruments and their redemption;
      3) opening of bank accounts to a client, intended for realization of transfer of money on transactions with issuance securities and other financial instruments, or to earn money upon paying income and redemption of financial instruments.
      2. Board of directors of clearing organization to reduce the risks of default on transactions with financial instruments shall be obliged to secure creation and functioning of the risk management system of clearing organization, including, but not limited to, formation of a special clearing (guarantee and (or) reserve) funds.
      Requirements to risk management system of clearing organization, conditions and procedures of monitoring, control and risk management in the clearing organization shall be established by regulatory legal act of an authorized body and internal documents of a clearing organization.
      3. Board of directors of a clearing organization must approve internal rules of carrying out of clearing activities on transactions with financial instruments that define the relationship of a clearing organization with subjects using services of a clearing organization. After approval of internal rules of clearing activities on transactions with financial instruments by board of directors of a clearing organization they shall be subjected to agreement with an authorized body.
      4. Conditions and procedure of carrying out clearing activity on transactions with financial instruments shall be established by regulatory legal act of an authorized body.

      Article 77-2. Functions of clearing organization

      1. Functions of clearing organization shall be:
      1) collection and processing of information on concluded deals, its reconciliation and adjustment in the event of discrepancy;
      2) record and confirmation of the parameters of concluded deals;
      3) definition of requirements and (or) obligations of participants of trades, subjects participating in calculations (conducting payments) as a result of concluding of transactions with financial instruments;
      4) preparation and transfer of information on results of clearing activity of central depository and (or) other organization performing organization of settlements (payments) on transactions with financial instruments;
      5) other functions provided for by the legislation of the Republic of Kazakhstan and internal documents of clearing organization.
      2. Relations between clearing organization and its clients shall arise on the basis of an agreement on clearing services to that the rules of a contract of agency, provided for by the Civil code of the Republic of Kazakhstan shall be applied.

Chapter 16. Central Depository

      Article 78. Basic principals of activity of central depository

      1. Conditions and procedures of carrying out by central depository of activities on securities market shall be established by this Law, regulatory legal acts of an authorized body and internal documents - the set of rules of central depository.
      2. Founders and shareholders of a central depository can only be authorized body, professional participants of securities market and international financial institutions, a list of that shall be determined by a regulatory legal act of an authorized body.
      Proportion of direct and (or) indirect ownership of shares of central depository of an authorized body shall be more than fifty percent of the total number of voting shares of central depository.
      Ownership ratio of shares of central depository of each professional participant of securities market, except for an auction organizer, more than fifty percent of voting shares of that belong to an authorized body, and each international financial institution cannot exceed five percent of the total number of placed shares of central depository.
      3. Depositors of central depository shall be professional participants of securities market that are nominal holders of securities, as well as foreign depositories and custodians.
      Footnote. Article 78 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); as amended by the Law of the Republic of Kazakhstan dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication); dated 26.11.2012 No. 57-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 79. Managing a central depository

      1. Bodies of central depository, their functions and powers, procedure of formation and decision-making shall be defined by this Law, regulatory legal act of an authorized body, the charter of a central depository and its internal documents.
      1-1. The requirements of Article 54 of this Law shall extend to executive employees of central depository.
      2. To the composition of board of directors of central depository on a permanent basis with the right to vote shall be included a representative of an authorized body.
      Footnote. Article 79 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 80. The procedure of implementation of an activity of central depository

      1. Central depository on the process of implementation of depository activity shall:
      1) provide depositors with services of nominal holding of financial instruments;
      2) carry out calculations in financial instruments on transactions, concluded on an organized securities market, and for transactions executed in an unorganized securities market with the participation of its depositors (among depositors; between the depositor on the one hand, and the customer of another depositor on the other hand; between clients of two different depositors), as well as other persons carrying out brokerage and (or) dealer activities without appropriate licence in accordance with the legislative acts of the Republic of Kazakhstan;
      3) carry out depository services to government issuance securities in accordance with legislation of the Republic of Kazakhstan and its set of rules;
      4) provide consulting, information and other services not contradicting to the legislation of the Republic of Kazakhstan;
      5) is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).
      2. Central depository upon availability of a licence for conducting certain types of banking transactions shall carry out:
      1) functions of a centralized organization, carrying out certain types of statements between brokers and dealers;
      2) execution of functions of paying agent for the payment of income on financial instruments and their repayment;
      3) opening of bank accounts, to depositors, intended for realization of money transfers on transactions with issuance securities and other financial instruments, and also to earn money on paying income and redemption of financial instruments;
      4) is excluded by the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230
      2-1. Central depository shall carry out clearing activities on transactions with financial instruments without a licence of an authorized body on carrying out of clearing activities on transactions with financial instruments.
      3. is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013).
      3-1. Central depository shall carry out maintenance of a register of holders of government securities and registers system of shareholders as a unified registrar without a licence of an authorized body.
      4. Central depository shall not be entitled to carry out entrepreneurial activities not related to activities on financial market.
      Conditions and procedure of carrying out of activity of central depository shall be established by this Law, regulatory legal acts of an authorized body and internal documents - the set of rules of central depository.
      Footnote. Article 80 is in the wording of the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order the entry into force see Article 2); as amended by the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230 (the order the entry into force see Article 2); dated 23.10.2008 No. 72-IV (shall be enforced from 01.01.2010); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 81. Set of rules of central depository

      1. A set of rules of central depository shall define the relationship between central depository with subjects of securities market.
      Compliance with set of rules of central depository shall be mandatory to all entities using the services of central depository.
      Set of rules of central depository shall be approved by board of directors of central depository and shall be coordinated with an authorized body
      2. Set of rules of central depository must contain:
      1) rules of registration of transactions with issuance securities and other financial instruments;
      1-1) is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013).
      1-2) rules for keeping the register system of holders of shares of unified registrar;
      1-3) rules for keeping the register system of holders of government securities;
      2) rules for accounting of issuance securities and other financial instruments;
      3) rules for the implementation of storage and dematerialization of securities and other financial instruments issued in a documentary form;
      4) rules of carrying out of clearing activities on transactions with financial instruments;
      5) procedure for submitting reports to the depositors;
      6) procedure of interaction with subjects of securities market;
      7) is excluded by the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230
      8) rules of accounting of money of depositors and their clients;
      9) other provisions not contradicting to the legislation of the Republic of Kazakhstan.
      Footnote. Article 81 as amended by the Laws of the Republic of Kazakhstan dated 19.02.2007 No. 230 (the order the entry into force see Article 2); dated 23.10.2008 No. 72-IV (the order the entry into force see Article 2); Dated 28.12.2011 No. 524-IV (the order the entry into force see Article 2).

      Article 82. Restriction on activity of central depository

      1. Central depository shall not be entitled to:
      1) delegate to other persons with fulfillment of its functions in accordance with legislation of the Republic of Kazakhstan and set of rules of central depository;
      2) carry out register of transactions with financial instruments without appropriate orders of its depositors, an organizer of the auctions or an appropriate decision of an authorized body;
      2-1) is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced from 01.01.2013);
      3) disclose a commercial secret of depositor (his client), financial instruments accounted on the personal account (sub-account) of a depositor (his clients);
      4) commit acts that violate the rights and interests of depositors and their clients.
      2. Central depository shall not be entitled to participate in creation and activities of legal entities, except for cases established by a regulatory legal act of an authorized body.
      Footnote. Article 82 as amended by the Laws of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (the order the entry into force see Article 2); dated 28.12.2011 No. 524-IV (the order the entry into force see Article 2).

Chapter 17. Organizer of an auction

      Article 83. Organized structure of an organizer of an auction

      1. The requirements to organizational structure of stock exchange shall be established by regulatory legal act of an authorized body.
      2. For the purposes of execution of monitoring and analysis of transactions with financial instruments concluded in trading system of stock exchange, the organizational structure of stock exchange must include a structural subdivision exercising oversight over the executed transactions in trading system of stock exchange.
      The procedure of carrying out of activity of specified structural subdivision of stock exchange shall be established by regulatory legal act of an authorized body
      Footnote. Article 83 as amended by the Laws of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (the order the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 84. Managing an organizer of an auction

      1. Bodies of an organizer of an auction, their functions and powers, order of formation and decision-making shall be determined by the legislation of the Republic of Kazakhstan, the Charter of an organizer of an auction and other internal documents.
      2. The share of each shareholder of an organizer of an auction jointly with its affiliated persons cannot exceed twenty percent of the total number of placed shares, except in the case of the shareholder to be the authorized body.
      The share of an authorized body in the capital of an organizer of auctions shall be more than fifty percent of the total number of voting shares of an auction organizer.
      3. Each shareholder of organizer of an auction shall vote according to the principle "one share - one vote", except for cases specified by legislative acts of the Republic of Kazakhstan.
      4. Board of directors of an organizer of auctions on a permanent basis with the right to vote shall include a representative of an authorized body.
      Board of directors of stock exchange, that is defined by special trading floor of the regional financial center of Almaty, on a permanent basis with the right to vote shall also include a representative of an authorized body.
      5. A decision on the issues of listing, delisting or change the category of a list of securities shall be accepted by listing commission of stock exchange.
      The requirement of the first part of this paragraph shall not extend to the issues of inclusion of securities of issuers in official list of stock exchange and their presence in it under the simplified procedure decided upon that shall be adopted by the executive body of stock exchange according to the procedure determined by stock exchange rules.
      Requirements to the composition of listing commission shall be established by a regulatory legal act of an authorized body. In composition of listing commission on the permanent basis with the right to vote shall be included a representative of an authorized body.
      Upon taking a decision on the issues of a listing, delisting or change the category of a list of securities shall not be entitled to vote listing commission members that are employees and (or) representatives of:
      1) an issuer the securities of that are included in a list of stock exchange, shall be excluded from this list or translated into any other category of a list in accordance with a decision (hereinafter in this paragraph - an interested issuer);
      2) organizations that are subsidiaries or dependent joint stock companies in respect to an interested issuer;
      3) organizations, in respect to that an interested issuer shall be a subsidiary or a dependent joint stock company;
      4) organizations, that together with an interested issuer shall be subsidiaries or dependent joint stock companies in relation to the third organization;
      5) financial advisor, market-maker, underwriter, and providing service to an interested issuer;
      6) persons affiliated with the persons mentioned in subparagraphs 1) to 5) of this subsection.
      6. A listing commission shall prepare for the provision to an issuer, planning an issue of bonds, the prospectus of issue of that shall be be provided for their circulation on the organized market, recommendation for the inclusion in prospectus of issue of securities of an issuer additional restrictions necessary to secure the protection of rights and interests of investors. Information about the acceptance or rejection by an issuer of recommendations of listing commission shall be placed on the Internet site of stock exchange.
      Footnote. Article 84 is in the wording of the Law of the Republic of Kazakhstan dated 21.07.2007 No. 309; as amended by the Law of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (the order the entry into force see Article 2); dated 20.11.2008 No. 88-IV (the order the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication); dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication); dated 26.11.2012 No. 57-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 85. The rules of an organizer of auctions

      1. The rules of an organizer of auctions shall be developed by its executive body, approved by board of directors of an organizer of auctions and shall be agreed with an authorized body.
      2. The rules of an organizer of auctions shall enter into force after their conforming to an authorized body.
      3. The rules of an organizer of auction shall regulate the activity of members of an organizer of auctions upon making transactions with financial instruments, admitted to circulation in trading system of stock exchange or the system of exchange of quotations of a quotation organization of securities market off exchange, as well as the relations between an organizer of auctions and its members (clients).
      4. The rules of an organizer of auctions shall include internal documents of an organizer of auctions, regulating matters included in the functions of an organizer of auctions.
      5. Rules of stock exchange must define:
      1) category of membership on stock exchange, the conditions and procedure of entry into stock exchange, rights and obligations of members of stock exchange, the conditions and procedure of suspension and termination of membership on stock exchange;
      2) requirements for traders participating on behalf of a member of stock exchange in auction with securities and other financial instruments, circulating in trading system of stock exchange, as well as performing other actions with the use of trading system of this stock exchange;
      3) the procedure of obligatory training the traders of stock exchange for the use of trading system;
      4) the procedure for admission of traders of stock exchange to participate in an auction and the grounds for their discharge from participation in an auction;
      5) requirements to issuers, the securities of that intended for inclusion or included into a list of stock exchange, and also to such securities;
      6) the conditions and procedure for inclusion of securities to a list of stock exchange, their exclusion from a list and change the category list;
      7) duties and liability of issuers, the securities of that included in a list of stock exchange (including disclosure);
      8) procedure of execution of monitoring of disclosure by issuers of securities, admitted to circulation on stock exchange, the information in an amount required by the legislation of the Republic of Kazakhstan and internal documents of stock exchange;
      9) the procedure of conducting stock trading with securities;
      10) the procedure of conducting settlements on concluded transactions on stock trading with financial instruments;
      11) conditions and procedure of suspension and resumption of trading on stock exchange;
      12) the methodology for evaluation of financial instruments, admitted to circulation in trading system of stock exchange;
      13) responsibility of members of stock exchange and traders of stock exchange for violation of rules of stock trading, size and procedure of payment of enforced penalties by stock exchange;
      14) the procedure for settlement of disputes and conflicts arising in a process of execution of transactions with financial instruments;
      15) the procedure of activity of the structural subdivision of stock exchange, carrying out activities on supervision over concluded transactions in a trading system of stock exchange;
      16) the procedure of an activity of listing commission;
      17) the procedure of activity of the expert committee of stock exchange, created for the purposes of consideration of issues of recognizing deals with securities, concluded for the purposes of manipulation;
      18) the rules for identification and prevention of cases of abuse of insider information, manipulation on securities market;
      19) the procedure of execution of monitoring of financial situation of members of stock exchange, list and terms of submitting information to members of stock exchange necessary for the implementation of such monitoring;
      20) the procedure of publication on the Internet site of stock exchange of information on all corporate events, quarterly financial statements of issuers included in an official list of stock exchange and members of stock exchange;
      21) the procedure for consideration by executive body of stock exchange and taking a decision on inclusion of securities of issuers to the official list of stock exchange and their location in it according to the simplified procedure;
      22) other provisions and the procedures established by this Law.
      Footnote. Article 85 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 86. Members of stock exchange

      1. Members of stock exchange shall be professional participants of securities market and other legal entities entitled in accordance with the legislation of the Republic of Kazakhstan to execute deals in other, besides securities, financial instruments.
      2. The stock exchange must have at least ten members of professional participants of securities market.
      3. Members of stock exchange can be foreign legal entities meeting the requirements established by regulatory legal acts of an authorized body.
      4. Requirements to candidates to members of stock exchange, the procedure for admission in membership, suspension and loss of membership, and rights and obligations of members of stock exchange shall be established by the rules of stock exchange.
      5. Members of stock exchange shall be entitled to participate in trades on types of financial instruments, making transactions with that is allowed to these members by rules of stock exchange.
      6. Members of stock exchange shall be obliged to provide stock exchange with financial statements and other information, a list and the terms of that are determined by a regulatory legal act of an authorized body and rules of stock exchange.
      Footnote. Article 86 is supplemented with paragraph 6 in accordance with the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 87. Financing of an activity of organizer of an auction

      1. is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      2. Financial contributions and fees shall be levied by an organizer of auctions in the following cases:
      1) for membership of an organizer of auctions;
      2) for the use of property of an organizer of auctions;
      3) for listing of securities and their presence in a list of an organizer of auctions;
      4) for registration and formation of transactions;
      5) for information services;
      6) in other cases provided for by the rules of an organizer of auctions.
      Footnote. Article 87 as amended by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

      Article 88. Activity of stock exchange

      1. Stock exchange shall be entitled to organize and conduct trades with other financial instruments than securities, in accordance with the legislation of the Republic of Kazakhstan and internal documents of stock exchange.
      2. Stock exchange shall carry out the following functions:
      1) exploitation and maintenance of trading systems;
      2) establishment of requirements for issuers, the securities of that are intended for inclusion or included into the list of stock exchange, as well as to securities and other financial instruments, admitted (have been admitted) to circulation on stock exchange;
      3) providing to its members with access to trading systems for the purposes of making transactions with securities and other financial instruments admitted to circulation on stock exchange;
      4) training the traders of stock exchange, participating as a member of stock exchange in auctions with securities and other financial instruments, circulating in trading system of stock exchange;
      5) admission of traders of stock exchange to participate in an auction and their exclusion from participation in trades in cases of violation of requirements of the legislation of the Republic of Kazakhstan on securities market, rules of stock exchange, as well as other cases provided for by the rules of stock exchange;
      6) maintain a register of traders of the stock exchange, admitted to trading, suspended from participation in trades (with indication of reasons of suspension) and its placement on Internet site of stock exchange;
      7) organization and holding of trades on securities and other financial instruments, admitted to circulation on stock exchange;
      8) execution of monitoring and analysis of transactions with securities concluded in trading system of stock exchange;
      9) organization of activities of a committee of stock exchange, created for the purposes of consideration of the issues of recognizing transactions with securities, concluded for the purposes of manipulation;
      10) provide to an authorized body information on monitoring and analysis of transactions concluded in trading system of stock exchange as well as on violations by members of stock exchange of requirements of the legislation of the Republic of Kazakhstan on securities market, rules of stock exchange according to the procedure provided for by a regulatory legal act of an authorized body;
      11) execution of monitoring of disclosure by issuers of securities, admitted to circulation on stock exchange, the information required by the legislation of the Republic of Kazakhstan and internal documents of stock exchange, and submission to an authorized body of information on the results of such monitoring;
      12) organization and execution of settlements on transactions on securities and other financial instruments admitted to circulation on stock exchange, or preparation of information required for implementation of such calculations;
      13) provision of consulting, information and other services in the framework of the licensed activity;
      14) conducting analytical studies on issues of securities market and other financial instruments;
      15) implementation of certain types of banking transactions according to the procedure provided for by the banking legislation of the Republic of Kazakhstan;
      16) determine the conditions and procedure of suspension and resumption of trading on stock exchange;
      17) monitoring of financial status of members of stock exchange;
      18) publication on Internet site of information about all events of the quarterly financial statements of issuers, the securities of that are included in the official list of stock exchange, and members of stock exchange according to the procedure provided for by the rules of stock exchange;
      19) other functions provided for by internal documents of stock exchange.
      Footnote. Article 88 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 89. A list of stock exchange

      1. Conditions and procedure of inclusion of securities in a list of stock exchange shall be established by its rules.
      An authorized body shall establish requirements to issuers and their securities, admitted (have been admitted) to circulation on stock exchange, and to certain categories of stock exchange list.
      By a regulatory legal act of an authorized body can be established additional requirements and conditions for the inclusion of financial instruments in a list of an organizer of auctions of a special trading floor of financial center.
      1-1. Issuers, shares of that are included in the categories of a list of stock exchange, established by a regulatory legal act of an authorized body, as well as the initiators of their admittance shall be obliged to secure minimum volume of placed and freely traded shares provided for by the rules of stock exchange.
      1-2. For inclusion of securities of an issuer to the list of stock exchange, an issuer shall be obliged to conclude a contract with a broker and (or) dealer for the provision of services specified in subparagraph 3) of the first paragraph 3 of Article 64 of this Law.
      The requirement of this paragraph shall not extend to an issuer that is financial organization.
      2. Issuers, issuance securities of that are included in the list of stock exchange, as well as initiators of admission of these securities must comply with the requirements provided for by this Law, regulatory legal acts of an authorized body and rules of stock exchange regarding the disclosure of information about an issuer and securities subjected to inclusion (have been included) in the list of stock exchange.
      3. is excluded by the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).
      4. is excluded by the Law of the Republic of Kazakhstan dated 20.11.2008 No. 88-IV (the order of entry into force see Article 2).
      Footnote. Article 89 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 05.06.2006 No. 146 (the order of the entry into force see Article 2); dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2); dated 20.11.2008 No. 88-IV (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 90. Activity of quotation organization of securities market off exchange

      1. The main purpose of quotation organization of securities market off exchange (hereinafter - quotation organization) shall be an organization of a system of exchange of quotations of securities between clients.
      Clients of quotation organization can be only professional participants of securities market.
      If this is not prohibited by the legislation of the Republic of Kazakhstan, quotation organization shall be entitled to organize exchange of quotations by other than securities financial instruments in accordance with the regulatory legal act of an authorized body and internal documents of quotation organization.
      2. Quotation organization shall carry out the following functions:
      1) operation and maintenance of system of exchange of quotations of securities (hereinafter – the information system);
      2) providing their clients with access to the information system for the purposes of conducting transactions with securities and other financial instruments admitted to circulation in quotation organization;
      3) organization of regular exchange of quotations of securities and other financial instruments between clients of quotation organization;
      4) organization of exchange of messaging on conclusion of transactions with securities and other financial instruments between clients of quotation organization;
      5) providing their customers with information necessary for conclusion of transactions with securities and other financial instruments admitted to circulation in quotation organization;
      6) other functions provided for by this Law, regulatory legal acts of an authorized body and internal documents of quotation organization.
      3. is excluded by the Law of the Republic of Kazakhstan dated 20.11.2008 No. 88-IV (the order of entry into force see Article 2).
      Footnote. Article 90 as amended by the Law of the Republic of Kazakhstan dated 20.11.2008 No. 88-IV (the order of the entry into force see Article 2).

Chapter 18. Self-regulatory organizations and mutual insurance association on securities market

      Footnote. Title of Chapter 18 is in the wording of the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230 (the order of the entry into force see Article 2).

      Article 91. Responsibilities of self-regulatory organizations

      The main responsibility of self-regulatory organization shall be protection of rights and interests of members of self-regulatory organization, as well as securing of establishment of uniform conditions for performing of professional activity on securities market of the Republic of Kazakhstan.
      Footnote. Article 91 is in the wording of the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

      Article 92. Legal status of self-regulatory organizations

      The name of self-regulatory organization must contain an indication of the main type of activity of members of this organization, and also the words "association", "alliance" or "union".
      Footnote. Article 92 is in the wording of the Law of the Republic of Kazakhstan dated 05.07.2012 No. 30-V (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 93. Functions of self-regulatory organization

      1. Functions of self-regulatory organizations shall be:
      1) submission to an authorized body of proposals on projects of regulatory legal acts, development of regulatory legal acts, establishing the procedure of implementation of professional activities on securities market;
      2) consideration of disputes arisen on securities market between members of self-regulatory organization, and disputes between members and their clients;
      3) development of training programs and conduct training for people planning to carry out activities on securities market;
      4) establishment of common rules and standards of professional activities of members of self-regulatory organization;
      5) preparation and publication of ratings of members of self-regulatory organization;
      6) conducting inspections of activities of members of self-regulatory organization;
      6-1) direction to an authorized body of a petition on suspension and revocation of a licence of a member of self-regulatory organization;
      7) execution of control over activities of its members on securities market and implementation of the sanctions established by its internal documents to the members of self-regulatory organization violating the legislation of the Republic of Kazakhstan and internal documents of self-regulatory organization.
      2. Self-regulatory organization shall be entitled to require from its members to provide information about their activities on securities market, except for information constituting commercial or other secret protected by law.
      3. Self-regulatory organization shall be obliged to bring to its members the information provided by an authorized body on questions of activity of its members.
      Footnote. Article 93 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 12.02.2007 No. 222 (shall be enforced upon expiry of six months after its first official publication).

      Article 94. Internal documents of self-regulatory organization

      1. Internal documents of self-regulatory organization must establish:
      1) rules and standards of activity of members of self-regulatory organization;
      2) rules of conducting by self-regulatory organization of control measures in respect of activities of its members;
      3) rules for settlement of disputes between members of self-regulatory organization;
      4) rules of acceptance to the membership of self-regulatory organization, suspension of membership and expulsion of members of self-regulatory organization;
      5) rules of professional ethics for members of self-regulatory organization;
      6) is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      7) the procedure of activity of departments, committees, branches and representations of self-regulatory organization.
      2. Internal documents of self-regulatory organization shall be developed by members of self-regulatory organization and approved by a general meeting of members of self-regulatory organization.
      Internal documents of self-regulatory organization shall be binding to members of self-regulatory organization from the date, set by a general meeting of its members.
      Footnote. Article 94 as amended by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

      Article 95 . (Article 95 is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

      Article 96. (Article 96 is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

      Article 97. Interrelation of self-regulatory organization with an authorized body

      1. An authorized body shall not be entitled to interfere in activities of self-regulatory organization, except for cases provided for by this Law and the legislation of the Republic of Kazakhstan on securities market.
      2. Self-regulatory organization shall be obliged to inform an authorized body of information about violations by its member of the legislation of the Republic of Kazakhstan, internal documents of the self-regulatory organization, as well as about the measures, applied against the members of self-regulatory organization.
      3. An authorized body upon developing a regulatory legal act affecting the interests of members of self-regulatory organizations and their clients shall attract specialists of self-regulatory organization.

      Article 98. The procedure of admission to membership of self-regulatory organization

      1. The procedure of admission to a self-regulatory organization shall be established by internal documents of self-regulatory organization.
      2. Application on admission to membership of self-regulatory organization shall be considered within thirty calendar days from the moment of its receipt by a self-regulatory organization. To the application shall be attached documents, a list of that shall be determined by internal documents of self-regulatory organization. A decision on admission to membership of self-regulatory organization shall be made by members of self-regulatory organization.
      3. A decision on refusal in admission of a membership of self-regulatory organization can be appealed in court.

      Article 99. Termination of membership in self-regulatory organization

      1. Expulsion of a member from self-regulatory organization shall be carried out according to internal documents of self-regulatory organization in the following cases:
      1) on application of a member of self-regulatory organization;
      2) revocation of members of self-regulatory organization of a licence on realization of professional activity in securities market or termination of a licence;
      3) violation by a member of self-regulatory organization of the legislation of the Republic of Kazakhstan and internal documents of self-regulatory organization.
      2. Exclusion from membership of self-regulatory organization can be appealed in court within one month from the date submission of a copy of a decision of a council of self-regulatory organization on exclusion.
      Footnote. Article 99 as amended by the Laws of the Republic of Kazakhstan dated 12.01.2007 No. 222 (shall be enforced upon expiry of six months after its first official publication).

      Article 100. Protection of rights and interests of clients of self-regulatory organization

      1. Self-regulatory organization shall carry out protection of rights and interests of clients of its members by consideration of their applications. On results of consideration of applications of clients and, upon availability of grounds a self-regulatory organization shall apply in respect of a member of self-regulatory organization enforcement measures.
      2. Unlawful refusal in consideration of applications can be appealed by a client of a member of self-regulatory organization in authorized body.
      Footnote. Article 100 as amended by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

      Article 100-1. Mutual insurance association of responsibility of professional participants of securities market

      1. For the purposes of security of compensation of losses to investors caused by professional participants of securities market, professional participants of securities market shall be entitled to create associations of mutual insurance in accordance with the legislation of the Republic of Kazakhstan concerning mutual insurance.
      2. Particularities of creation and functioning of mutual insurance associations of professional participants of securities market shall be established by regulatory legal act of an authorized body.
      Footnote. The Law is supplemented with Article 100-1 in accordance with the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230 (the order of the entry into force see Article 2).

Chapter 19. Information on securities market

      Article 101. Disclosure of information by an issuer in a process of placement of issuance securities on primary securities market

      1. An issuer of issuance securities to be placed among unlimited circle of investors, shall be obliged before any interested people to disclose information:
      1) contained in the prospectus of an issue of securities;
      1-1) contained in an internal document that establishes the conditions and procedure for conducting of auctions and subscription to securities of a joint stock company;
      2) contained in reports submitted to an authorized body in accordance with legislation of the Republic of Kazakhstan;
      3) included in the financial statements;
      4) other information subjected to disclosure in accordance with the legislation of the Republic of Kazakhstan or in accordance with internal documents of an organizer of auctions (if these securities are included in the list of organizer of an auction), or in accordance with internal documents of a specified issuer.
      2. Disclosure of information by an issuer shall be carried out by means of:
      1) provide to an authorized body information, recognized in accordance with this Law and other legislation of the Republic of Kazakhstan as affecting the interests of investors (shareholders);
      2) provide to an organizer the information in accordance with internal documents of organizer of auction, if securities of an issuer included in the list of organizer of an auction;
      3) placing information on the Internet site of the depositary of financial statements determined in accordance with the legislation of the Republic of Kazakhstan on accounting and financial reporting, and information published in mass media.
      3.An issuer shall be entitled to carry out dissemination of information to holders of securities through the registrar carrying out the system of registers of securities holders.
      Footnote. Article 101 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 19.02.2007 No. 230 (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 102. Disclosure of information by an issuer in a process of circulation of issuance securities on secondary securities market

      1. In a process of circulation of issuance securities an issuer shall be obliged to disclose the information to an authorized body and holders of securities on changes in its activities affecting the interests of holders of securities.
      1-1. An issuer, the securities of that are included in the list of stock exchange, in addition to the information defined by the legislation of the Republic of Kazakhstan, shall secure publication on the Internet website of the depository of financial statements determined in accordance with the legislation of the Republic of Kazakhstan on accounting and financial reporting, and stock exchange, to the list of that included issued by an issuer securities, annual and quarterly financial statements, audit reports and information, a list of that is defined by the paragraph 2 of this article, according to the procedure and terms established by the regulatory legal act of an authorized body.
      2. Changes in activity of an issuer affecting interests of holders of securities shall be recognized as follows:
      1) changes in the composition of bodies of an issuer;
      2) changes in the composition of shareholders (members) owning ten and more percent of voting shares (stake) of an issuer;
      3) reorganization or liquidation of an issuer, its subsidiaries and dependent joint stock companies;
      4) seizure of property of an issuer;
      4-1) transfer into a pledge (re-pawning) of property of an issuer in the amount composing ten and more percent from the assets of this issuer;
      5) obtaining, suspension or withdrawal of a licence of an issuer;
      6) the decision of a general meeting of shareholders (participants) of an issuer;
      7) changes in the list of organizations in that an issuer possesses ten and more percent of shares (stakes) in each of such organization.
      8) changes in the prospect of an issue of securities;
      9) information about non-observance by an issuer of conditions, foreseen by prospect of an issue of non-governmental bonds, the facts of default committed by this issuer.
      3. An issuer shall be obliged within fifteen calendar days from the moment of occurrence of changes to provide to an authorized body and representative of holders of bonds (if available) information about it.
      4. The changes contained in paragraph 2 of this article, shall be notified by an issuer to the attention of holders of securities by posting information on the Internet site of the depositary of financial statements determined in accordance with the legislation of the Republic of Kazakhstan on accounting and financial reporting, and publication of information in the mass media within fifteen calendar days from the moment of their appearance.
      Footnote. Article 102 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 12.01.2007 No. 222 (shall be enforced upon expiry of six months after its first official publication); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 103. Disclosure of information by a licensee

      Licensee shall be obliged to:
      1) in accordance with a contract, disclose to its client information that affects their rights and interests;
      2) provide to clients an opportunity to review the information available to a licensee information about financial instruments and issuers (except for information constituting a commercial secret of securities market and other secrets protected by the laws);
      3) notify its clients about possibilities and facts of conflict of interests in the process of making transaction with financial instruments on the orders of this client;
      4) inform its clients about restrictions and special conditions established by the legislation of the Republic of Kazakhstan, in respect of transactions with financial instruments, intended to be committed;
      5) explain to its client the reasons for refusal in execution of his order;
      6) submit to an authorized body information on performance of transactions with financial instruments, in that the legislation of the Republic of Kazakhstan is set to mandatory disclosure of information about them, and also about clients, on the orders of that have been committed such transactions;
      7) bring to the attention of clients information obtained from issuers and intended for distribution;
      8) to disclose to clients information on the activity of a licensee, in an amount and according to the procedure provided for by regulatory legal acts of an authorized body;
      8-1) place on a website or in a place available for review by clients, and keeping up to date information about the size of commission fee collected from clients - individuals for the provision of services within the framework of realization of professional activity on securities market, with indication of name of body of a licensee, that has approved the size of commission fees, dates and numbers of a decision of a body of a licensee on their approval;
      9) bring to the attention of an authorized body changes and amendments in the documents submitted for obtaining a licence, in a period not later than ten calendar days from the date of entry of such amendments and additions.
      Footnote. Article 102 as amended by the Laws of the Republic of Kazakhstan dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 104. Disclosure of information by organizer of an auction

      1. An organizer of an auction shall be obliged to disclose to any interested persons about available information on securities included in its list, and their issuers (except for information constituting a commercial secret on securities market).
      2. Information subjected to disclosed by an organizer of auctions in accordance with paragraph 1 of this article, shall extend to them in mass media in accordance with the legislative act of the Republic of Kazakhstan on mass media and (or) other ways available for organizer of auctions.
      3. The procedure of dissemination of information subjected to disclosure by an organizer of auctions in accordance with paragraph 1 of this article, among the members of this organizer of auctions and the procedure for provision to interested parties of copies of available documents containing information, determined by internal documents of organizer of auctions.
      Footnote. Article 104 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

      Article 105. Disclosure of information by investor and registered person

      1. The registered person shall be obliged to inform the registrar (nominal holder) on change of its data contained in the register system of securities holders and accounting system of nominal holding, within ten calendar days from the moment of occurrence of such changes.
      2. The Registrar (nominal holder) shall not be liable to holder of securities for the losses caused due to non-receipt or late receipt from a holder of securities of information about changes in the data contained in register system of securities holders and accounting system of nominal holding.
      3. By legislative acts of the Republic of Kazakhstan can be established liability of an investor (holder of securities) to disclose information on its affiliated persons to state bodies upon implementation of investment in issuance securities.

      Article 106. Disclosure of information by an authorized body

      1. For disclosure by an authorized body shall be subjected in accordance with its regulatory legal acts the following information:
      1) contained in the prospectuses of an issue of issuance securities and of reports submitted by issuers in accordance with the legislation of the Republic of Kazakhstan to an authorized body;
      2) on granting or withdrawal of a licence for realization of activity on securities market, suspension, resumption and termination of such licences, and reasons for such measures;
      3) on issuers that made defaults on issued debt securities, as well as their officers and major shareholders (participants).
      2. An authorized body shall submit the information constituting commercial and other secret protected by law, on the basis of international treaties of the Republic of Kazakhstan, providing the exchange of information.
      3. An authorized body shall submit information received in accordance with international treaties of the Republic of Kazakhstan to other state bodies of the Republic of Kazakhstan only with the consent of a party providing such information.
      Footnote. Article 106 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524- IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 107. The right of an authorized body to receive information

      For the purposes of security of quality and timely performance of functions entrusted to an authorized body, as well as for the formation of monetary statistics, analysis of economic situation it shall, within its competence, receive from an issuer, licensee and self-regulatory organization, as well as other individuals and legal entities the necessary information (including constituting commercial secret on securities market). The received information shall not be subjected for disclosure except for cases provided for by the legislation of the Republic of Kazakhstan on state secrets.
      For the purposes of control over compliance with the terms of registration of an issue of announced shares established by this Law, judicial authorities shall provide to an authorized body upon its request with information about legal entities registered in organizational-legal form of a joint stock company.
      Footnote. Article 107 is in the wording of the Law of the Republic of Kazakhstan dated 28.12.2011 No. 524- IV (shall be enforced upon expiry of ten calendar days after its first official publication).

Chapter 20. Control over activities of subjects of securities market

      Article 108. Verification of activities of subjects of securities market

      1. An authorized body shall be entitled to carry out inspection of activities of issuers, licensees, central depository, self-regulatory organizations and legal entities carrying out professional activities on securities market without a licence in accordance with the legislative acts of the Republic of Kazakhstan.
      2. is excluded by the Law of the Republic of Kazakhstan dated 31.01.2006 No 125.
      3. The grounds for checking shall be:
      1) application of investors;
      2) application of holders of securities;
      3) application of professional participants of securities market and self-regulatory organizations;
      4) determination of a court, adjudication of prosecutor or body of inquiry and preliminary investigation about the inspection or of participation of workers of an authorized body in checking;
      5) discrepancy between the information contained in the documents or information identified by an authorized body in the process of consideration of documents submitted by an issuer for governmental registration of an issue of issuance securities, consideration and approval of a report on results of placement and redemption of issuance securities;
      6) discrepancies identified by an authorized body in the process of consideration of a report on activities of licensees;
      7) availability of information about manipulating on securities market, making transactions with issuance securities and other financial instruments with the use of insider information, as well as commercial and other secrets protected by law;
      8) other violations of legislation of the Republic of Kazakhstan by subjects of securities market that became known to an authorized body.
      4. An authorized body shall be entitled to conduct inspections of securities market on its own initiative once within a calendar year, except for cases provided for by paragraph 3 of this article.
      Footnote. Article 108 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2); dated 31.01.2006 No. 125 (the order of the entry into force see Article 2); dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2); dated 28.12.2011 No. 524-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      Article 109. The procedure of conducting inspections of a subject of securities market

      (is excluded by the Law of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2).

      Article 110. Control over activity of an issuer

      For execution of control over functions in the process of placement, circulation and redemption of issuance securities authorized body shall be entitled to conduct inspections of an issuer on the following issues:
      1) conformity of a decision taken by n issuer on an issue or placement of issuance securities, conclusion of options to the legislation of the Republic of Kazakhstan and the Charter of an issuer;
      2) payment of income on issuance securities and implementation by an issuer of other obligations to holders of securities in accordance with prospectus of an issue of issuance securities;
      3) submission of documents for governmental registration of an issue of issuance securities and of reports on results of their placement and (or) redemption;
      4) execution of requirement to provide an authorized body and holders of securities with information about amendments in its activities;
      5) observance of requirements of the legislation of the Republic of Kazakhstan upon making significant transactions and transactions in that there is interest;
      6) observance of rights and interests of holders of securities at a return of initial investment in case of cancellation of an issue, voluntary reorganization or liquidation of an issuer;
      7) is excluded by the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72
      8) publication of information on activity of an issuer in mass media.
      Footnote. Article 110 as amended by the Laws of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

      Article 111. Control over activity of a licensee

      For implementation of control functions an authorized body shall be entitled to conduct inspections of a licensee on the following issues:
      1) conformity of activity executed on securities market to the legislation of the Republic of Kazakhstan, internal documents of self-regulatory organization and licensee;
      2) observance of rights and interests of clients in a process of implementation of licensed type of activity;
      3) compliance with prudential standards and other indicators or criteria (normative standards) of financial stability of licensee;
      4) voluntary reorganization or liquidation;
      5) termination of a licence in connection with a voluntary return of a licence.
      Footnote. Article 111 as amended by the Laws of the Republic of Kazakhstan dated 23.10.2008 No. 72-IV (the order of the entry into force see Article 2).

      Article 112. Control over activity of self-regulatory organization

      For implementation of control functions in respect of self-regulatory organization an authorized body shall be entitled to:
      1) request information about activities of self-regulatory organization, as well as about activity of its members;
      2) direct to self-regulatory organization binding instructions and require presentation of a report on their execution.

Chapter 21. Final provisions

      Article 113. Responsibility for violation of the legislation of the Republic of Kazakhstan on securities market

      Persons guilty of violation of the legislation of the Republic of Kazakhstan on securities market, shall bear responsibility in accordance with the Laws of the Republic of Kazakhstan.

      Article 113-1. Consequences of the recognition of governmental registration of an issue of shares as invalid or of equity issue as frustrated in joint stock companies equity issue of that has been registered prior to the entry into force of this Law

      1. In case of recognition of governmental registration of an issue of shares as invalid in joint stock companies, equity issue of that has been registered prior to the entry into force of this Law, to the cancellation shall be subjected all issue of shares of this joint stock company.
      2. In case of recognition equity issue of company as frustrated prior to the entry into force of this Law this issue shall be cancelled on the basis of a decision on recognition of equity issue of company as frustrated.
      Footnote. The Law is supplemented with Article 113-1 in accordance with the Law of the Republic of Kazakhstan dated 08.07.2005 No. 72 (the order of the entry into force see Article 2).

      Article 113-2. Disclosure of information on clients of nominal holder

      The nominal holder shall be obliged to submit to central depository mandatory for opening of account in the accounting system of central depository requisites of a client that has not provided to a nominal holder the right to disclose information about it in accordance with the concluded prior to the entry into force of the Law of the Republic of Kazakhstan "On amendments and additions to some legislative acts of the Republic of Kazakhstan on securities market and joint stock companies" dated July 8, 2005 by a contract on nominal holding for their reflections on the corresponding sub-account in the accounting system of central depository.
      Footnote. The Law is supplemented with Article 113-2 in accordance with the Law of the Republic of Kazakhstan dated 19.02.2007 No. 230 (the order of the entry into force see Article 2).

      Article 114. The order of the entry into force of this Law

      1. This Law shall enter into force from the date of its first official publication.
      1-1. Second part of paragraph 1 of Article 22 of this Law is valid until January 1, 2016.
      2. Shall be declare to be no longer in force:
      1) The Law of the Republic of Kazakhstan dated 05.03.1997 “On securities market” (Gazette of the Parliament of the Republic of Kazakhstan 1997, No. 5, art. 52; No. 12, art. 184; No. 13-14, art. 205; 1998, No. 17-18, art. 224; 1999, No. 20, art. 727; 2000, No. 22, art. 408; 2001, No. 15-16, art. 238; the Law of the Republic of Kazakhstan dated 16.05.2003 “On amendments and additions to some legislative acts of the Republic of Kazakhstan on securities market and joint stock companies” published in newspapers “Egemen Kazahstan” dated 23.05.2003 and “Kazakhstanskaya Pravda” dated 21.05.2003; the Law of the Republic of Kazakhstan dated 03.06.2003 “On amendments and additions to some legislative acts of the Republic of Kazakhstan on mortgage credit” published in newspapers “Egemen Kazahstan” and “Kazakhstanskaya Pravda” dated 10.06.2003);
      2) The Law of the Republic of Kazakhstan dated 05.03.1997 “On registration of transactions with securities in the Republic of Kazakhstan” (Gazette of the Parliament of the Republic of Kazakhstan, 1997, No. 5, art. 53; No. 13-14, art. 205; 1998, No. 17-18, art. 224; 2001, No. 8, art. 52; No. 15-16, art. 238; 2002, No. 17, art. 155; 2003, No. 10, art. 49; the Law of the Republic of Kazakhstan dated 16.05.2003 “On amendments and additions to some legislative acts of the Republic of Kazakhstan on securities market and joint stock companies” published in newspapers “Egemen Kazahstan” dated 23.05.2003 and “Kazakhstanskaya Pravda” dated 21.05.2003).
      Footnote. Article 114 as amended by the Law of the Republic of Kazakhstan dated 12.01.2012 No. 538-IV (shall be enforced upon expiry of ten calendar days after its first official publication).

      The President
      of the Republic of Kazakhstan