REGULATION S IMPORTANT:

Transcription

1 IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS ( QIBS ) IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), PROVIDED BY RULE 144A UNDER THE SECURITIES ACT ( RULE 144A ) OR (2) OUTSIDE OF THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT ( REGULATION S ). IMPORTANT: You must read the following before continuing. The following applies to the Prospectus, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them, any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the Notes, investors must be either (1) a QIB (within the meaning of Rule 144A) or (2) not be a U.S. person (within the meaning of Regulation S) and be outside the United States. The Prospectus is being sent at your request and by accepting the and accessing the Prospectus, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) you and the electronic mail address that you gave us and to which this has been delivered are not located in the United States and (2) you consent to delivery of such Prospectus by electronic transmission. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to the Offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of J.P. Morgan Securities plc, VTB Capital plc or RESMI Finance & Investment House JSC (together, the Managers ) or any affiliate of the Managers is a licensed broker or dealer in that jurisdiction, the offer shall be deemed to be made by the Managers or such affiliate on behalf of the Issuer in such jurisdiction. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA )) received by it in connection with the issue or sale of the Notes other than in circumstances in which Section 21(1) of the FSMA does not apply. The Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Managers or any person who controls them, nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Managers.

2 24SEP Kaspi Bank JSC (registered under the laws of the Republic of Kazakhstan) U.S.$200,000, % Notes due 2016 Issue price: % Kaspi Bank JSC (the Issuer ) is issuing U.S.$200,000,000 aggregate principal amount of 9.875% notes due 2016 (the Notes ). Interest on the Notes will accrue from 29 October 2013 at a rate of 9.875% per annum payable semi-annually in arrear on 28 April and 28 October of each year, commencing on 28 April Payments in respect of the Notes will be made without withholding or deduction for or on account of taxes to the extent described in the terms and conditions of the Notes (the Conditions ). The Notes may be redeemed by the Issuer in whole but not in part at 100% of their principal amount, plus accrued and unpaid interest, if the Issuer becomes obliged to pay certain Additional Amounts (as defined in the Conditions) and otherwise as described in Terms and Conditions of the Notes Redemption, Purchase and Cancellation. Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on 28 October Following a Change of Economic Interest (as defined in the Conditions), holders of the Notes (the Noteholders ) will be entitled to require the Issuer to redeem the Notes at 100% of their principal amount, plus accrued and unpaid interest and Additional Amounts, if any. See Terms and Conditions of the Notes Redemption, Purchase and Cancellation Redemption at the Option of the Holders upon a Change of Economic Interest. An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the section headed Risk Factors beginning on page 6. This prospectus (the Prospectus ) has been approved by the Central Bank of Ireland (the Central Bank ), as competent authority under Directive 2003/71/EC, as amended (the Prospectus Directive ). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and European Union law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange Limited (the Irish Stock Exchange ) for the Notes to be admitted to the official list (the Official List ) and trading on its regulated market (the Main Securities Market ). The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive ). In addition, the Notes have been admitted to the rated debt securities (the highest) category of the official list of the Kazakhstan Stock Exchange (the KASE ) as from 29 October The Notes have been issued and placed with the permission of the Committee for the Control and Supervision of the Financial Market and Financial Organisations of the National Bank of Kazakhstan (the FMSC ). Simultaneously with the commencement of the placement of the Notes outside the Republic of Kazakhstan, not less than 20% of the Notes must be offered and placed on the KASE on terms similar to the offer of the Notes outside the Republic of Kazakhstan. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being offered and sold outside the United States in accordance with Regulation S under the Securities Act ( Regulation S ) and within the United States to qualified institutional buyers ( QIBs ) in reliance on Rule 144A under the Securities Act ( Rule 144A ). Prospective investors are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a more complete description of restrictions on offers, sales and transfers, see Subscription and Sale and Transfer Restrictions. The Notes that are being offered and sold in accordance with Regulation S (the Regulation S Notes ) will initially be represented by a Regulation S global note (the Regulation S Global Note ) in registered form, without interest coupons attached, which will be registered in the name of a nominee for and will be deposited with a common depositary for Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream ) on or about 29 October 2013 (the Issue Date ). The Notes which are offered and sold in reliance on Rule 144A (the Rule 144A Notes ) will initially be represented by beneficial interests in one or more restricted global notes (together the Rule 144A Global Note and, together with the Regulation S Global Note, the Global Notes ) in registered form, without interest coupons attached, which will be deposited on or about the Issue Date with a custodian for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company ( DTC ). Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream and their account holders. Definitive notes in respect of beneficial interests in the Regulation S Global Note and the Rule 144A Global Note ( Regulation S Definitive Notes and Rule 144A Definitive Notes, respectively, and together, the Definitive Notes ) will not be issued except as described under Book Entry, Delivery and Form. The Notes are expected to be rated B1 by Moody s Investors Service Limited ( Moody s ) and BB by Standard & Poor s Credit Market Services Europe Limited ( S&P ). Both are established in the European Economic Area and registered under Regulation (EU) No. 1060/2009, as amended (the CRA Regulation ). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Joint Lead Managers J.P. Morgan VTB Capital Local Arranger RESMI Finance & Investment House JSC The date of this Prospectus is 29 October 2013.

3 IMPORTANT INFORMATION ABOUT THIS PROSPECTUS This Prospectus comprises a prospectus for the purposes of the Prospectus Directive and for the purpose of giving information with regard to the Issuer, the Issuer and its subsidiaries taken as a whole (the Bank or the Group ) and the Notes, which, according to the particular nature of the Issuer, the Group and the Notes, is necessary to enable investors to make an informed assessment of the assets, liabilities, financial position, profits, losses and prospects of the Issuer and the Group. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. THE NOTES ARE OF A SPECIALIST NATURE AND SHOULD ONLY BE BOUGHT AND TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS. AN INVESTMENT IN THE NOTES IS SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF ALL OR PART OF THE INVESTMENT. No person has been authorised to give any information or to make any representation other than those contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, J.P. Morgan Securities plc ( J.P. Morgan ) and VTB Capital plc ( VTBC ), (together, the Joint Lead Managers ) and RESMI Finance & Investment House JSC ( RESMI, and together with the Joint Lead Managers, the Managers ). Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Group since the date hereof, that there has been no adverse change in the financial position of the Issuer or the Group since the date hereof or that the information contained herein or any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. No representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Managers as to the accuracy or completeness of the information contained in this Prospectus or any other information supplied in connection with the Notes. Each person receiving this Prospectus acknowledges that such person has not relied on any of the Managers in connection with its investigation of the accuracy of such information or its investment decision and each person must rely on its own examination of the Issuer and the merits and risks involved in investing in the Notes. No Manager accepts any responsibility for the contents of this Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Issuer, the Group or the Notes. Each of the Managers accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this Prospectus or any such statement. This Prospectus does not constitute an offer to sell or an invitation to subscribe for or purchase any of the Notes in any jurisdiction in which such offer or invitation is not authorised or to any person to whom it is unlawful to make such an offer or invitation. Laws in certain jurisdictions may restrict the distribution of this Prospectus and the offer and sale of the Notes. Persons into whose possession this Prospectus or any of the Notes are delivered must inform themselves about and observe any such restrictions. Each prospective investor of the Notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this Prospectus. In addition, each prospective investor must obtain any consent, approval or permission required under the regulations in force in any jurisdiction to which it is subject or in which it purchases, offers or sells the Notes. The Issuer shall not have any responsibility for obtaining such consent, approval or permission. In particular there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States and the United Kingdom. This Prospectus may not be used for, or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or solicitation is not authorised or is unlawful. For a description of these further restrictions on offers and sales of the Notes and distribution of this Prospectus, see Subscription and Sale. No action is being taken to permit a public offering of the Notes or the distribution of this Prospectus (in any form) in any jurisdiction where action would be required for such purposes. The contents of this Prospectus should not be construed as legal, financial, business or tax advice. Each prospective investor should consult his or her own legal adviser, financial adviser or tax adviser for legal, financial or tax advice in relation to any purchase or proposed purchase of Notes. Prospective investors i

4 should be aware that they might be required to bear the financial risks of an investment in the Notes for an indefinite period of time. Recipients of this Prospectus are authorised to use it solely for the purpose of considering an investment in the Notes and may not reproduce or distribute this Prospectus, in whole or in part, and may not disclose any of the contents of this Prospectus or use any information herein for any purpose other than considering an investment in the Notes. In making an investment decision, prospective investors must rely upon their own examination of the Issuer, the Group and the Notes and the terms of this Prospectus, including the risks involved. The language of this Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. In connection with the listing of the Notes on the KASE, the Issuer has furnished the KASE with a Russian translation of this Prospectus (the Translation ). The Translation has been prepared by the Issuer solely for the purpose of listing the Notes on the KASE. The accuracy and completeness of the Translation have been verified by an independent translation agency hired by the Issuer, and none of the Managers nor any of their affiliates has verified, makes any representation or warranty, or takes any responsibility for the accuracy or completeness of the Translation. This Prospectus in English is the authentic and definitive version for the investment decision making process. In the event of any conflict or discrepancy between this Prospectus and the Translation, or any dispute regarding the interpretation of any statement in this Prospectus or the Translation, this Prospectus shall prevail. The Notes have not been recommended by or approved by the U.S. Securities and Exchange Commission (the SEC ) or any other federal or state securities commission or regulatory authority in the United States, nor has any such commission or regulatory authority passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. In connection with the issue of the Notes, VTB Capital plc (the Stabilising Manager ) (or persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE INVESTOR, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. INTERNAL REVENUE SERVICE CIRCULAR 230 DISCLOSURE PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, WE HEREBY INFORM YOU THAT THE DESCRIPTION SET OUT HEREIN WITH RESPECT TO US FEDERAL TAX ISSUES WAS NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE US INTERNAL REVENUE CODE. SUCH DESCRIPTION WAS WRITTEN TO SUPPORT THE MARKETING OF THE NOTES. TAXPAYERS SHOULD SEEK ADVICE BASED ON THE TAXPAYER S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER. ii

5 AVAILABLE INFORMATION The Issuer has agreed that, so long as any Notes are restricted securities within the meaning of Rule 144(a)(3) of the Securities Act, the Issuer will, during any period in which it is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ), nor exempt from reporting thereunder pursuant to Rule 12g3 2(b) under the Exchange Act, provide to any holder or beneficial owner of any such restricted security, or to any prospective investor of such restricted security designated by such holder or beneficial owner, the information specified in, and meeting the requirements of, Rule 144A(d)(4) of the Securities Act upon the request of such holder or beneficial owner. ENFORCEABILITY OF JUDGMENTS The Issuer is a joint stock company registered under the laws of Kazakhstan and certain of its officers and directors and certain other persons referred to in this Prospectus are residents of Kazakhstan. A substantial portion of the assets of the Bank are located in Kazakhstan. As a result, it may not be possible for investors to effect service of process upon such persons outside Kazakhstan, to enforce against any of them, in courts of jurisdictions other than Kazakhstan, judgments obtained in such courts that are predicated upon the laws of such other jurisdictions or to enforce against any of them, in Kazakhstan s courts, judgments obtained in jurisdictions other than Kazakhstan, including judgments obtained in the courts of England. The Notes are governed by English law and the Issuer has agreed in the Notes that disputes arising thereunder are subject to arbitration in London, England. See Condition 16 under Terms and Conditions of the Notes. Kazakhstan s courts will likely not enforce any judgment obtained in a court established in a country other than Kazakhstan unless there is in effect a treaty between such country and Kazakhstan providing for reciprocal enforcement of judgments and then only in accordance with the terms of such treaty. There is no such treaty in effect between Kazakhstan and England. However, each of Kazakhstan and England are parties to the 1958 New York Convention on Recognition and Enforcement of Arbitral Awards (the Convention ) and, accordingly, an arbitral award should generally be recognised and enforceable in Kazakhstan provided the conditions to enforcement set out in that Convention and the rules of civil procedure of Kazakhstan and the legislation of Kazakhstan on commercial arbitration regarding the enforcement of arbitration awards are met. The Law on International Arbitration No. 23-III (the Arbitration Law ) was adopted by the Parliament of Kazakhstan on 28 December The Arbitration Law is intended to resolve uncertainty created by prior decisions of the Constitutional Council of Kazakhstan regarding enforcement of the Convention in Kazakhstan that were effective on 15 February 2002 and 12 April 2002 and were cancelled by the Constitutional Council in February The Arbitration Law, together with other applicable legislation, provides statutory guidelines for the enforcement of arbitral awards under the conditions set forth in the Convention. Notwithstanding the Arbitration Law, it may be difficult to enforce arbitral awards in Kazakhstan due to: (i) the limited experience of the Kazakhstan courts in international commercial transactions and enforcement of foreign arbitral awards; and (ii) political resistance to the enforcement of awards against Kazakhstan companies in favour of foreign investors. PRESENTATION OF FINANCIAL AND OTHER INFORMATION Presentation of Financial Information The Bank s financial information set forth herein has, unless otherwise indicated, been derived from its unaudited condensed interim consolidated financial statements as at and for the six months ended 30 June 2013 prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (the Interim Financial Statements ), the Bank s audited consolidated financial statements as at and for the years ended 31 December 2012 and 2011 (the 2012 Annual Financial Statements ) and the Bank s audited consolidated financial statements as at and for the years ended 31 December 2011 and 2010 (the 2011 Annual Financial Statements and, together with the Interim Financial Statements and the 2012 Annual Financial Statements, the Financial Statements ) have each been prepared in accordance with International Financial Reporting Standards ( IFRS ) as promulgated by the International Accounting Standards Board and are set forth on pages F-1 to F-204 of this Prospectus. iii

6 The Kazakhstani Tenge is the reporting currency for the Financial Statements. The Financial Statements and financial information included elsewhere in this document have, unless otherwise noted, been presented in Tenge. The Bank s Independent Auditors The 2012 Annual Financial Statements and the 2011 Annual Financial Statements have been audited in accordance with International Standards on Auditing by Deloitte, LLP ( Deloitte ), independent auditors, who have expressed an unqualified opinion on those financial statements, as stated in their reports appearing herein. The Interim Financial Statements included herein have been reviewed by Deloitte in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. The address of Deloitte is 36 Al Farabi Ave., Almaty, , Republic of Kazakhstan. Deloitte operates under a state license on auditing in the Republic of Kazakhstan, Number , type MFU-2, issued by the Ministry of Finance of the Republic of Kazakhstan dated 13 September Deloitte is a member of the Chamber of Auditors of the Republic of Kazakhstan. Impact of Changes in Presentation In connection with the preparation of the 2012 Annual Financial Statements, the Bank reclassified payments on obligatory insurance of customer accounts as interest expense in order to reflect more accurately the economic substance of such payments. Certain reclassifications have been made to the 2011 Annual Financial Statements to conform to the presentation in the 2012 Annual Financial Statements. This reclassification did not have a significant impact on the income statement or statement of financial position of the Bank for any of the periods or as at any of the dates presented in this Prospectus. The 2011 Annual Financial Statements were not required to be, and were not, restated as a result of this reclassification. In addition, in the 2012 Annual Financial Statements, provision for impairment losses on interest bearing assets and provision for other transactions were merged into one line item in the income statement as provision for impairment losses, for the purposes of better enabling an evaluation of the Bank s operating results separately from the cost of risk. Certain Definitions In this Prospectus, all references to: Banking Law are to the law of the Republic of Kazakhstan On Banks and Banking Activity in the Republic of Kazakhstan No dated 31 August 1995, as amended; the Baring Vostok Funds are to Baring Vostok Private Equity Fund III, Baring Vostok Private Equity Fund V and Baring Vostok Private Equity Fund V Supplemental Fund, each of which is managed by Baring Vostok Capital Partners; BIS Guidelines are to the guidelines adopted by the Basel Committee on Banking Regulations and Supervisory Practices of the Bank for International Settlements; CIS are to the Commonwealth of Independent States and its member states (excluding Russia) as at the date of this Prospectus, being Armenia, Azerbaijan, Belarus, Kazakhstan, Kyrgyzstan, Moldova, Tajikistan, Turkmenistan, Ukraine and Uzbekistan; EU are to the European Union; FMSA are to the Agency of the Republic of Kazakhstan on the Regulation and the Supervision of Financial Market and Financial Organisations, an independent entity that reported to the President of Kazakhstan, which was the predecessor to the FMSC; FMSC are to the Committee for the Control and Supervision of the Financial Market and Financial Organisations of the NBK, which is the successor to the FMSA; Government are to the government of Kazakhstan; Interest Earning Assets are to the sum of gross loans to customers, amounts receivable under reverse repurchase agreements, financial assets at fair value through profit or loss, placements with banks and other financial institutions, held-to-maturity securities and available-for-sale securities; iv

7 Interest Bearing Liabilities are to the sum of customer accounts, other borrowed funds, debt securities issued, deposits and balances from banks and other financial institutions, subordinated debt and amounts payable under repurchase agreements; Joint Action Plan are to the Plan of Joint Actions of the Government, the NBK and the FMSA for the Stabilisation of the Economy and the Financial System for , as approved by Government Resolution No dated 25 November 2008; Kazakhstan are to the Republic of Kazakhstan; NBK are to the National Bank of the Republic of Kazakhstan; Net Interest Margin is calculated as net interest income before provision for loan impairment, as a percentage of the average Interest Earning Assets; and NPL means non-performing loan, which the Bank defines as a loan in respect of which principal and/or interest is overdue by more than 90 days. Certain Currencies In this Prospectus, the following currency terms are used: EUR, Euro euro or E means the lawful currency of the member states of the European Union that adopted the single currency in accordance with the Treaty of Rome establishing the European Economic Community, as amended; KZT, Kazakhstani Tenge, Tenge or tenge means the lawful currency of the Republic of Kazakhstan; and US$, U.S.$ or U.S. dollar means the lawful currency of the United States. Rounding Certain figures included in this Prospectus have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. Exchange Rate Information The table below sets forth, for the periods and dates indicated, the high, low, period end and period average exchange rate between the Tenge and the U.S. dollar, based on the official exchange rate quoted by the NBK for the relevant year. Fluctuations in the exchange rate between the Tenge and the U.S. dollar in the past are not necessarily indicative of fluctuations that may occur in the future. These rates may also differ from the actual rates used in the preparation of the Financial Statements and other financial information presented in this Prospectus. KZT per U.S.$1.00 Year High Low Period end Period average (1) (up to and including 28 October 2013) Source: NBK Note: (1) The average rate is calculated based on the rate on each business day of the month for monthly averages, and on the last business day of each month for annual averages. No representation is made that the Tenge or U.S. dollar amounts referred to herein could have been or could be converted into Tenge or U.S. dollars, as the case may be, at these rates, at any particular rate or at all. v

8 The exchange rate between the Tenge and the U.S. dollar has fluctuated significantly during the periods covered by the Financial Statements. The NBK rate on 28 October 2013 was KZT = US$1.00. Average Balance Sheet and Interest Rate Data This Prospectus includes information on the average balances of Interest Earning Assets and Interest Bearing Liabilities of the Bank as at and for the six months ended 30 June 2013 and 30 June 2012, and for the years ended 31 December 2012, 31 December 2011 and 31 December 2010, as well as the average rate of interest income or expense for such assets and liabilities. Unless otherwise expressly stated, the average balances of assets and liabilities presented in this Prospectus represent the average of the unaudited monthly closing balances for the applicable period. Calculation of these average balances on weekly or daily basis could result in materially different average results. Prospective investors are cautioned that the average balances and related data presented in this Prospectus are based on materially less frequent average methods than those used by other banks in the United States, Western Europe and other jurisdictions in connection with similar offers of securities. The average interest rates disclosed in this Prospectus are calculated by dividing aggregate interest income or expense for the relevant line item by the average balance for the same item for the applicable period. Average interest rates are distinct from the effective interest rates presented in the Financial Statements. The effective interest method is a method of allocating interest income or interest expense over the relevant period so as to achieve a constant periodic rate of interest (effective interest rate) on the carrying amount. The effective interest rate is the rate that discounts estimated future cash payments or receipts (excluding future credit losses) through the expected life of the financial instrument. The effective interest rate discounts cash flows of variable interest instruments to the next interest re-pricing date except for the premium or discount which reflects the credit spread over the floating rate specified in the instrument, or other variables that are not reset to market rates. Such premiums or discounts are amortised over the entire expected life of the instrument. The present value calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate. The Bank presents information on effective interest rates because IFRS requires that this rate be used in the preparation of its consolidated financial statements. Operationally, the Bank uses this information as well as average interest rates as both are considered useful business tools. Information Regarding Fully Provisioned Loans This Prospectus includes certain information regarding the Bank s fully provisioned loans, including NPLs and allowance for loan impairment losses in respect of such loans, respectively. The Bank s fully provisioned loans are NPLs that are fully covered with an allowance for loan impairment losses and which the Bank had not written off at the relevant balance sheet date. Loans are written off based on a decision of the Bank s Credit Committee, after the Bank has exercised all possible measures for recovery of the overdue debt and when there is no realistic prospect of future recovery. vi

9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Prospectus includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Bank s control and all of which are based on its current beliefs and expectations about future events. Forward-looking statements are sometimes indentified by the use of forward-looking terminology such as believes, forecasts, expects, may, will, could, should, shall, risk, intends, estimates, aims, plans, predicts, continues, assumes, positioned, anticipates, the negatives thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include statements regarding the intentions, beliefs or current expectations of the Bank concerning, among other things, the results of operations, financial condition, prospects, growth, strategies, capital expenditure and development plans of the Bank and the industries in which the Bank operates. These forward-looking statements and other statements contained in this Prospectus regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved and actual events or results may differ materially as a result of risks and uncertainties facing the Bank. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements. Such forward-looking statements contained in this Prospectus speak only as at the date of this Prospectus. The Issuer and the Managers expressly disclaim any obligation or undertaking to update the forward-looking statements contained in this Prospectus to reflect any change in their expectations or any change in the events, conditions or circumstances on which such statements are based. All subsequent written and oral forward-looking statements attributable to the Bank and those acting on behalf of the Bank are expressly qualified in their entirety by this paragraph. Before making an investment decision prospective investors should specifically consider the factors identified in this Prospectus that could cause actual results to differ. None of the Bank, its management or the Managers can give any assurance as to the future accuracy of the opinions set out herein or as to the actual occurrence of any predicted developments. vii

10 TABLE OF CONTENTS OVERVIEW... 1 RISK FACTORS... 6 USE OF PROCEEDS CAPITALISATION OF THE BANK SELECTED CONSOLIDATED FINANCIAL INFORMATION SELECTED STATISTICAL INFORMATION MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS RISK MANAGEMENT MANAGEMENT SHAREHOLDERS RELATED PARTY TRANSACTIONS THE BANKING SECTOR IN KAZAKHSTAN TERMS AND CONDITIONS OF THE NOTES BOOK ENTRY, DELIVERY AND FORM TRANSFER RESTRICTIONS TAXATION SUBSCRIPTION AND SALE ERISA AND CERTAIN OTHER U.S. CONSIDERATIONS LEGAL MATTERS GENERAL INFORMATION INDEX TO FINANCIAL STATEMENTS... F-1 PAGE viii

11 OVERVIEW This overview should be read as an introduction to, and is qualified in its entirety by reference to, the more extensive information contained elsewhere in this Prospectus. This overview may not contain all of the information that prospective investors should consider before deciding to invest in the Notes. Accordingly, any decision by a prospective investor to invest in the Notes should be based on a consideration of this Prospectus as a whole. Prospective investors should read this entire Prospectus carefully, including the Financial Statements included elsewhere in this Prospectus and the information set out in Risk Factors and Cautionary Note Regarding Forward-Looking Statements. Overview of the Bank Kaspi Bank is a retail bank in Kazakhstan primarily focused on mass market consumer finance products and services, such as credit card loans, car loans, point-of-sale loans ( POS loans ) and retail deposits. To complement its consumer finance products, the Bank offers insurance products (such as permanent disability insurance, unemployment insurance and car insurance) to its customers through a wholly-owned subsidiary, Kaspi Insurance JSC. According to KASE and the NBK, as at 30 June 2013, the Bank was ranked first among banks in Kazakhstan based on retail loans, second based on the total number of its branches and banking outlets and third based on retail deposits. The Bank s management believes that the Bank is also the largest retail bank in Kazakhstan based on its number of retail banking customers, which was approximately 2.3 million as at 30 June Retail banking is the Bank s core business area, with loans to individuals representing 75.0% of total gross loans to customers as at 30 June 2013, as compared to 68.7%, 57.4% and 52.9% of total gross loans to customers as at 31 December 2012, 2011 and 2010, respectively. The Bank s strategic objective is to be the leading, most customer-centric and most innovative mass market retail bank in Kazakhstan. While 25.0% of the Bank s total gross loan portfolio as at 30 June 2013 consisted of legacy loans to corporate customers (including small and medium enterprises ( SMEs ), the Bank no longer actively issues corporate loans and the share of corporate banking in the Bank s overall business has been decreasing each year since 2008, in line with the Bank s strategic focus on mass market retail banking. The Bank continues to accept corporate deposits, which represented 25.2% of the Bank s total customer accounts as at 30 June As at 30 June 2013, the Bank had, in addition to its head office in Almaty, a multi-channel distribution network consisting of 23 branch offices, 237 banking outlets, 555 points-of-sale located in retail stores and 132 points-of-sale located in car dealerships. Customer sales are also effected through internet banking, mail and mobile channels and through the Bank s call centre (the Call Centre ), which is the largest customer call centre in Kazakhstan. As at the date of this Prospectus, the Bank is controlled by Mr. Vyacheslav Kim, who controls 89.54% of the Bank s outstanding shares. Mr. Kim and the Baring Vostok Funds have entered into contractual arrangements which divide the economic interests in certain holding companies of the Bank such that Mr. Kim has an economic interest in 46.77% of the Bank s shares and the Baring Vostok Funds have an economic interest in 42.77% of the Bank s shares. See Shareholders. As at 30 June 2013, the Bank s total assets were KZT 692 billion, as compared with KZT 583 billion as at 31 December 2012, KZT 431 billion as at 31 December 2011 and KZT 362 billion as at 31 December The Bank s net profit for the six months ended 30 June 2013 was KZT 18 billion compared to KZT 8 billion for the six months ended 30 June The Bank s net profit was KZT 19 billion, KZT 9 billion and KZT 2 billion for the years ended 31 December 2012, 2011 and 2010, respectively. The Bank s total equity was KZT 72 billion, KZT 68 billion, KZT 50 billion and KZT 42 billion as at 30 June 2013, and 31 December 2012, 2011 and 2010, respectively. The Bank is headquartered in Almaty and is registered as a joint stock company operating under a license for conducting bank operations number No /61 issued by the FMSA on 30 June As at the date of this Prospectus, the Bank has long-term credit ratings of B1 by Moody s and BB by S&P. 1

12 Competitive Strengths The Bank s management believes that the Bank has a number of competitive advantages in the Kazakhstan banking market, including the following. Clear strategic focus on mass market retail banking. Extensive retail banking distribution network. Well-recognised brand. Innovative technology-based products. Experienced management team and performance-oriented culture. Well-developed credit-scoring technology and information technology system. Strategy The Bank s strategic objective is to be the leading, most customer-centric and most innovative mass market retail bank in Kazakhstan. In order to implement its strategy, the Bank intends to focus on the following: Maintain focus on mass market retail banking. Offer innovative products and services. Develop retail banking distribution network by further geographical expansion. Continue to develop its credit risk management system in order to support retail portfolio growth. Recent Developments In July 2013, the Bank issued a futher principal amount of KZT 1.1 billion of domestic bonds of the second series under its second domestic bond programme. The Bank also issued subordinated bonds in the third series of its second domestic bond programme in an amount of KZT 3 billion. 2

13 Overview of the Offering Issuer Kaspi Bank JSC Notes being offered U.S.$200,000, % Notes due Joint Lead Managers J.P. Morgan Securities plc and VTB Capital plc. Local Arranger RESMI Finance & Investment House JSC Issue Price % Issue Date 29 October 2013 Maturity Date 28 October 2016 Interest The Notes will bear interest at the rate of 9.875% per annum from and including 29 October Interest on the Notes will be payable semi-annually in arrear on 28 April and 28 October of each year. Ranking of the Notes The Notes constitute direct, unconditional and unsecured obligations of the Issuer and (subject as stated above) rank and will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors rights. Withholding Tax; Gross-up All payments of principal, premium and interest by or on behalf of the Issuer in respect of the Notes will be made free and clear of, and without withholding or deduction for, any Taxes (as defined in the Conditions), unless such withholding or deduction is required by law. In that event, subject to certain exceptions, the Issuer will pay such Additional Amounts as will result in receipt by the Noteholders of such amounts as would have been received by them had no such withholding or deduction been required, as described in Terms and Conditions of the Notes Taxation. Redemption for Taxation Reasons The Issuer may redeem the Notes in whole, but not in part, at their principal amount plus accrued interest, in certain circumstances in which the Issuer has or would become obliged to pay Additional Amounts, as described in Terms and Conditions of the Notes Redemption, Purchase and Cancellation Redemption for Taxation Reasons. Change of Economic Interest Following a Change of Economic Interest, a Noteholder will be entitled to require the Issuer to redeem the Notes at 100% of their principal amount, plus accrued and unpaid interest and Additional Amounts (if any). See Terms and Conditions of the Notes Redemption, Purchase and Cancellation Redemption at the Option of the Holders upon a Change of Economic Interest. Certain Covenants The Conditions contain the following covenants: Negative Pledge; Limitation on Mergers; Limitation on Disposals; Limitation on Transactions with Affiliates; Financial Information; Financial Covenants; and 3

14 Events of Default Further Issues Form and Denomination Listing and Trading FMSC Permission Fiscal Agent Registrar and Transfer Agent Governing Law Use of Proceeds Selling Restrictions Change of Business. Each of these covenants is subject to certain exceptions and qualifications. See Terms and Conditions of the Notes Covenants. The Conditions contain certain events of default (including a cross-default), as described further in Terms and Conditions of the Notes Events of Default. The Issuer may from time to time, without the consent of the Noteholders, create and issue further notes or bonds either (i) ranking pari passu in all respects (or in all respects save for the first payment of interest thereon) so that the same shall be consolidated and form a single series with the outstanding notes or bonds of any series (including the Notes) ( Additional Notes ) or (ii) upon such other terms as the Issuer may determine at the time of their issue. See Terms and Conditions of the Notes Further Issues. The Notes will be in registered form, without interest coupons attached, in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be issued in the form of a Regulation S Global Note and a Rule 144A Global Note, each in registered form without interest coupons. The Regulation S Global Note will be deposited with, and registered in the name of, a nominee for the common depositary for Euroclear and Clearstream. The Rule 144A Global Note will be deposited with a custodian for, and registered in the name of Cede & Co. as nominee for, DTC. Ownership interests in the Regulation S Global Note and the Rule 144A Global Note will be shown on, and transfer thereof will be effected only through, records maintained by DTC, Euroclear, Clearstream and their respective participants. Notes in definitive form will be issued only in limited circumstances. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and to trading on the Main Securities Market. The Notes have been admitted to the rated debt securities (the highest) category of the official list of the KASE. The permission of the FMSC required under Kazakhstan law for issuance and placement of the Notes has been received. Citibank, N.A., London Branch Citigroup Global Capital Markets Deutschland AG The Notes and the Fiscal Agency Agreement, and any non-contractual obligations arising out of or in connection therewith, will be governed by, and construed in accordance with, English law. The net proceeds of the issue of the Notes, expected to amount to approximately U.S.$198 million after payment of the combined management and underwriting commission and estimated expenses incurred in connection with the issue of the Notes, will be used by the Bank for general banking purposes. The Notes are subject to selling restrictions in the United States, the United Kingdom and Kazakhstan. See Subscription and Sale. 4