KAZAKHSTAN STOCK EXCHANGE LISTING RULES

Transcription

1 KAZAKHSTAN STOCK EXCHANGE A p p r o v e d by a decision of the Board of Directors of Kazakhstan Stock Exchange (minutes No. 15 dated April 27, 2017) Effective as of June 1, 2017 LISTING RULES Warning Inclusion of securities in the official list of Kazakhstan Stock Exchange JSC and their quotation in said list are not recommendations to purchase those securities nor should they be perceived as such recommendations. Accordingly, Kazakhstan Stock Exchange JSC (hereinafter the Exchange) cannot carry any responsibility towards agents of the securities market and other persons for any consequences of its decisions and actions on inclusion of securities in the Exchange's official list, transfer of securities from one category of said list to another and removal of securities from said list, as well as for any consequences of investing in such securities or conclusion of any deals in such securities. As follows from the above stated the Exchange cannot be responsible for non-fulfillment or inappropriate fulfillment of obligations by issuers of securities, present in the official list, on these securities, as well as for non-fulfillment or inappropriate fulfillment of obligations by guarantors of obligations fulfillment on these securities. The Exchange strives for information disclosure on issuers of securities, present in the Exchange official list, and their activities in compliance with these Rules and other Exchange internal documents, but is not responsible for such information completeness, accuracy, reliability and relevance, and for such information hiding by individuals, obliged to submit such information to the Exchange. Almaty

2 L I S T O F A M E N D M E N T S 1. Changes No. 1: approved by a decision of the Board of Directors of Kazakhstan Stock Exchange JSC (minutes No. 18 of meeting on June 8, 2017); effective as of June 9, Additions and changes No. 2: approved by a decision of the Board of Directors of Kazakhstan Stock Exchange JSC (minutes No. 25 of an absentee voting of members of the Board of Directors of Kazakhstan Stock Exchange JSC on September 25, 2017); effective as of September 26, Changes and additions No. 3: approved by a decision of the Board of Directors of Kazakhstan Stock Exchange JSC (minutes No. 27 of a meeting on October 12, 2017); effective as of October 13,

3 These Rules have been developed in compliance with the legislation of the Republic of Kazakhstan and define terms and procedure of securities inclusion to the Exchange official list and their presence in the Exchange official list. Section 1. GENERAL PROVISIONS Article 1. General definitions and specifications 1. Concepts and designations used in these Rules mean the following: 1) "delisting" means removal of corporate securities from the Exchange official list. Delisting of any securities means their exclusion from securities admitted to circulation on the Exchange; 2) "voluntary delisting" means removal of any securities from the Exchange official list at their admittance initiator initiative; 3) "debt security" as this concept is defined by the statutory act of the Authorized Body setting listing requirements; 4) "investment memorandum" means information and explanatory document on securities and their issuer not imposing obligations on these securities issuer or the initiator of admittance of these securities (if he is not their issuer); 5) "index fund" means an investment fund, whose assets consist of financial instruments included in the universe of the stock index which is essential for this index fund; 6) "securities admittance initiator" or "admittance initiator" as the concept "admittance initiator" is defined by the statutory act of the Authorized Body setting listing requirements; 7) "foreign security" means a security, issued in compliance with the legislation of a country other than the Republic of Kazakhstan; 8) "foreign government securities" mean securities falling under the definition of the concept "foreign government serial security", as this notion is defined in the Act on Securities Market; 9) "Internet-site" means the same as the "corporate website", as this concept is determined by the Act of the Republic of Kazakhstan "On Joint-stock Companies", or "Internet-resource", as this concept is determined by the Act of the Republic of Kazakhstan "On Informatization" of January 11, 2007; 10) "commercial bonds" bonds with a circulation term of no longer than 12 months; 11) "Competent person" a person possessing professional knowledge in the field of mining or oil and gas industry and meeting requirements specified in appendix 5.9 to these Rules; 12) "corporate event" an event from among corporate ones (as the concept of a "corporate event" is defined by the Act "On Joint Stock Companies" dated); 13) "listing agreement" or "agreement on listing" an agreement (being) concluded between the Exchange and initiator of admittance of particular securities which determines particular aspects of relations regarding inclusion of those securities in the Exchange's official list and their quotation in said list, allowed by the applicable laws, these Rules and other internal documents of the Exchange; 14) "Listing Commission" the permanent nonstructural body of the Exchange the main function of which in accordance with the laws of the 3

4 Republic of Kazakhstan is decision-making on listing, delisting or Exchange official list category change related issues; 15) "listed company" as this concept is defined by the statutory act of the Authorized Body setting listing requirements; 16) "listing requirements" requirements specified in the statutory act of the Authorized Body, these Rules and other Exchange internal documents for securities and their issuers for purposes of securities inclusion to the official list and their presence therein; 17) "listed securities" securities of particular title, present in the Exchange official list; 18) "listing fees" the Exchange fees, payable for inclusion (possibility of inclusion) of securities to the Exchange official list and presence in this list; 19) "market-maker" as this concept is defined in the Exchange's internal document "Regulations on Market-Makers", approved by a decision of the Exchange's Board of Directors (meeting minutes No. 22 dated August 31, 2016); 20) "municipal securities" securities issued by local executive bodies of a region, city of republican importance and capital of the Republic of Kazakhstan; 21) "MCI" monthly calculation index for accounting of pensions, allowances and other social payments, as well as for application of penalties, taxes and other payments in compliance with laws of the Republic of Kazakhstan, the value of which is set by laws of the Republic of Kazakhstan on the national budget for respective years; 22) "subsoil user" as this definition was determined by the act of the Republic of Kazakhstan "On subsoil and subsoil use" of June 24, 2010; 23) "independent Competent person" Competent person that prepared a public report for purposes of informing investors, including prospective ones, and their advisors on results of geological surveys carried out by the subsoil user on the field(s), as well as on resources and deposits of minerals or oil and gas in that field (those fields), and not being an employee, affiliated person or related party of that subsoil user; 24) "non-financial organization" an organization, which is not a financial organization; 25) "issuer's obligations on issued securities" or "obligations on securities" the securities issuer's property (monetary) obligations to their holders, fulfillment of which means appropriate exercising by these holder of their rights, attested by these securities or implied by ownership of securities (a joint stock company obligations to completely and timely pay dividends on shares, bonds issuer obligations to completely and timely pay dividends on these bonds and amounts at these bonds maturity, other possible property obligations of securities issuer to their holders); 26) "Exchange official list" or "official list" as concept "official list of the stock exchange (official list)" is defined by the statutory act of the Authorized Body setting listing requirements; 27) "activities plan" a listed company's activities plan on removal of basis for its debt securities transfer to the buffer category, approved by this listed company's Board of Directors (the Supervisory Board of the listed company established in a legal form, other than a joint stock company); 28) "positive expert opinion on results of process audit" expert opinion in which the average score on each one of such lines (criteria) of the process audit as innovative nature of operation, modern level of technologies and/or 4

5 processes applied, ecofriendliness and energy efficiency of technologies used, makes up at least a half of the highest score possible on each of these lines (criteria); 29) "index universe" the list of securities, whose parameters are used for purposes of calculating particular indicator of the stock exchange index; 30) "derivative securities" as this concept is defined by the Act "On the Securities Market", as well as depositary receipts whose underlying asset are stocks; 31) "interim financial statements" financial statements for the period less than a full fiscal year; 32) "public report of the Competent person" a public report prepared by the Competent person for purposes of informing investors, including prospective ones, and their advisors on results of geological surveys carried out by the subsoil user on the field(s), as well as on resources and deposits of minerals or oil and gas in that field (those fields), (irrespective of the actual title of such report in accordance with the standards of geological reporting, using which such report was prepared); 33) "registrar" (in relation to legal entities of the Republic of Kazakhstan) as this concept is defined by the Act "On Securities Market"; (in relation to foreign legal entities) a special organization similar to a registrar or similar by authorities, functions and responsibility; 34) "resident of the Republic of Kazakhstan" legal entity recognized as an organization resident of the Republic of Kazakhstan in accordance with item 3 of article 22-1 of the Act "On the Securities Market"; 35) "republican securities" securities issued by the Ministry of Finance of Republic of Kazakhstan, also in accordance with laws of a state other than the Republic of Kazakhstan (government treasury obligations, government Islamic securities), and by the National Bank of Republic of Kazakhstan (short-term notes of the National Bank of Republic of Kazakhstan); 36) "securities free floating" or "free floating" a situation, when at least one outstanding security from these securities issue does not belong to a person (a group of affiliated persons), who holds all remaining outstanding securities from this issue, and is available on the stock market; 37) "Special Purpose Vehicle" a legal entity incorporated under the laws of a foreign country whose sole activity is raising money, also by issuing and offering debt securities with its founder(s), partner(s), shareholder(s) legal entity(entities) of the same or another state or their affiliated persons acting as guarantors; 38) "standards of geological reporting on oil and gas" standards SPE- PRMS (Petroleum Resources Management System), developed by the Society of Petroleum Engineers; SAMOG (The South African Code for the Reporting of Oil and Gas Resources), developed by The South African Mineral Resources Committee; standard NI (National Instrument ), developed by Canadian Securities Administrator; 39) "standards of public reporting CRIRSCO" international standards on mineral reserves developed by organizations being members of the Committee for Mineral Reserves International Reporting Standards (CRIRSCO), including Canadian Institute of Mining, Metallurgy and Petroleum (CIM), The South African Mineral Resources Committee (SAMREC), The Joint Ore Reserves Committee (JORC), Competency Assessment Committee in Mining Resources and Reserves (Comision Minera), Pan-European Reserves and Resources Reporting Committee (PERC), Society for Mining, Metallurgy and Exploration (SME), The Mongolian Professional Institute of Geosciences and Mining (MPIGM), 5

6 Association of organizations in the field of subsoil use "National association for expertise of subsoil" (NAEN), Union of legal entities "Kazakhstan's Association for Public Reporting of Exploration Results, Mineral Resources and Mineral Resources" (KAZRC); 40) "significant information" information on changes in the securities issuer's activities, affecting interests of holders of these securities (as such changes are defined by the Act of the Republic of Kazakhstan "On Securities Market"), and any other information, which can be used to characterize this issuer capability to fulfill obligations on these securities and/or influence these securities' price; 41) "technological audit of the issuer" independent, complex and documented analysis of such issuer, including the evaluation of the current technological level of his operation in comparison with the best global practices and incompliance with the current global level of development of the science, engineering and technologies; 42) "Authorized Body" the National Bank of the Republic of Kazakhstan; 43) "financial organization" as this concept is defined by the Act of the Republic of Kazakhstan "On Government Regulation and Supervision of Financial Market and Financial Organizations" of July 4, 2003; 44) "financial advisor" an organization providing counseling services on inclusion and presence of securities in the Exchange official list; 45) "securities of a non-resident" securities issued under the laws of countries other than the Republic of Kazakhstan, whose issuers are no (acknowledged as) residents of the Republic of Kazakhstan, also for reasons specified in article 22-1 of the Act "On Securities Market"; 46) "Central Depository" Central Securities Depository (Almaty, Republic of Kazakhstan); 47) "electronic digital signature" as this concept is defined by the Act of the Republic of Kazakhstan "On the Electronic Document and Electronic Digital Signature" of January 7, 2003; 48) "issuance document" a document, submitted by the securities issuer for government or another (applied in the state, in compliance with whose legislation these securities were issued) registration of these securities issue, and which asserts such registration fact (if required by the legislation in compliance with which these securities were issued); 49) "securities issuer" or "issuer" as concept "issuer" is defined by the Act of the Republic of Kazakhstan "On Securities Market"; 50) "IPO" Initial Public Offering initial public offering of shares to unrestricted public. It includes Primary Public Offering (PPO) primary public offering of shares to unrestricted public, as well as Secondary Public Offering (SPO) secondary public offering of shares to unrestricted public or the first public offering of shares belonging to a major (the sole) shareholder or a group of shareholders; 51) "is2in" ISSUERS TO INVESTORS specialized system of electronic document exchange between securities admittance initiators and the Exchange, which allows admittance initiators to transfer to the Exchange documents and data in electronic form (without presenting those documents in print and information messages) with their subsequent automatic placement on the Internet site of the Exchange. 2. For purposes of these Rules: 1) the JSC Act means the Act of Republic of Kazakhstan "On Joint-Stock Companies" dated May 13, 2003; 6

7 2) the Securities Market Act means the Act of Republic of Kazakhstan "On Securities Market" dated July 2, Other concepts and designations, used in these Rules, are identical to the concepts and designations, defined by the legislation of Republic of Kazakhstan. 4. Concepts and designations, used in these Rules can be used in other internal documents of the Exchange, in service documentations, in the Exchange's correspondence and exchange information. Article 2. Scope of these Rules 1. These Rules apply to the following types of securities (with the exception specified in item 2 of this article): 1) securities issued by legal entities of the Republic of Kazakhstan in accordance with the legislations of the Republic of Kazakhstan and counties other than the Republic of Kazakhstan; 2) securities issued by foreign legal entities in accordance with the legislations of the Republic of Kazakhstan and counties other than the Republic of Kazakhstan; 3) debt securities issued by special enterprises in accordance with the legislations of counties other than the Republic of Kazakhstan, with their founder(s), or partner(s), or shareholder(s) legal entity(entities) resident(s) and non-resident(s) of the Republic of Kazakhstan acting as guarantors or with their related (affiliated) persons acting as guarantors; 4) derivative securities with corporate securities as the underlying assets, issued in accordance with the legislation of the Republic of Kazakhstan and other counties. 5) securities of international financial institutions; 6) republican securities; 7) municipal securities; 8) foreign government securities. 2. These Rules shall not apply to corporate securities admitted to circulation in the Exchange-operated trading held (to circulation on the Exchange) in the "Nonlisted securities" sector, the main function of which is to enable members of the Exchange to trade on the regulated market in securities not listed on the Exchange. The conditions and procedure of admission of securities to circulation on the Exchange and their quotation on the Exchange shall be regulated by its separate internal document. Article 3. Main Listing Regulations 1. The listing's main objectives are: 1) verification of an issuer and its securities for compliance with requirements, established for listed securities and their issuers under the laws of the Republic of Kazakhstan and these Rules; 2) ranking of securities, admissible to the Exchange official list and those and present in the mentioned list, based on compliance of securities and their issuers with listing requirements for purposes of differentiated application of norms, established for listed securities under the laws of the Republic of Kazakhstan and these Rules; 7

8 3) disclosure of information on listed companies and listed securities (except for government securities, including foreign ones, and international financial organizations' securities). 2. Formal compliance of securities and their issuer with listing requirements as well as provision to the Exchange by these securities' admittance initiator of documents (for inclusion of these securities in the official list and obtaining consent to inclusion in the official list of bonds, supposed for issue in compliance with the legislation of a country other than the Republic of Kazakhstan, or transfer of these securities from one category of the official list to another (from one market of the official list to another) in absolute compliance with norms, established by these Rules and other Exchange internal documents, does not oblige the Exchange to make a decision on such inclusion (consent, transfer). 3. Inclusion of securities in the official list, removal of securities from the official list, as well as transfer of securities from one category of the official list to another (from one market of the official list to another) can be carried out using full or simplified listing procedures. 4. Issues of securities inclusion in the official list, consent for inclusion in the official list of bonds, supposed to be issued in compliance with the legislation of a country other than the Republic of Kazakhstan, the possibility of transfer of securities from one category of the official list to another, from one market of the official list to another, and delisting using the full listing procedures, are considered by the Listing Commission. 5. Issues of securities inclusion in the official list, removal of securities from the official list, the possibility of transfer of securities from one category of the official list to another, from one market of the official list to another, and removal of securities from the official list (delisting) using the simplified listing procedures, are considered by the Exchange's Management Board. 6. A decision by the Listing Commission or Exchange's Management Board on issues mentioned in items 4 or 5 of this article is made based on conclusions, developed by the Exchange's structural division Listing Department, except for cases established by these Rules of such decisions making without conclusions development. Conclusions developed by the Listing Department must contain the information on outcomes of verification of issuers and securities issued by them for compliance with the listing requirements (taking into account the particular aspect specified in item 7 of this article). 7. For taking decisions on conclusion of republican securities of particular title in the official list, no conclusion of the Listing Department is needed. 8. Provision by the securities admittance initiator to the Exchange of documents (for inclusion of these securities in the official list, the consent for inclusion to the official list of bonds, supposed to be issued in compliance with the legislation of a country other than the Republic of Kazakhstan, or transfer of securities from one category of the official list to another, from one market of the official list to another), containing incomplete, inaccurate, unreliable or irrelevant information is the sufficient rational for refusal of such inclusion (consent, transfer). 9. Responsibility for completeness, accuracy, reliability and relevance of the information on the issuer of securities, present in the official list and its activities to be provided to the Exchange in compliance with the legislation of the Republic of Kazakhstan, these Rules, and listing agreements rests with these securities' admittance initiator. The Exchange is not responsible for provision by an admittance initiator of incomplete, inaccurate, unreliable or irrelevant information, based on which prospective investors may get the wrong idea about an issuer and its securities, as well as for hiding by an admittance initiator of the information. 8

9 10. Coming into effect of the decision on inclusion of particular securities in the official list (on giving consent for inclusion in the official list of bonds, supposed to be issued in compliance with the legislation of a country other than the Republic of Kazakhstan) also means these securities' admittance to circulation in the corresponding sector of the corresponding market on the Exchange. 11. The listing agreement's norms are effective so far as they do not contradict the applicable legislation, these Rules and other internal documents of the Exchange. 12. Issues, the procedure of regulation of which is not defined by these Rules and other internal documents of the Exchange, related to inclusion of securities in the Exchange's official list and their presence therein, are solved in compliance with the applicable legislation, and in case of impossibility of such solution in compliance with the Listing Commission's decisions, if decision making on these issues is not in the Exchange's Board of Directors or Management Board competence. 13. Changes and additions, made to these Rules, cover listed companies and their securities regardless of the listing date and listing agreement terms, except as otherwise provided when accepting and/or approval of such changes and additions. Article 4. Restrictions of Listed Company and Admittance Initiator Rights 1. Admittance initiator of securities, present in the official list, is entitled to initiate these securities' delisting in case of making of changes and/or additions to these Rules, affecting interests of the securities issuer or an admittance initiator of these securities. 2. Admittance initiator of securities, present in the official list, may not ban or restrict actions of the Exchange on dissemination of information received in accordance with section 4 of these Rules and the listing agreement. The list of confidential information, which must not be disseminated by the Exchange publicly, is established by the listing agreement. Any acknowledgement as the confidential information, received by the Exchange within requirements of section 4 of these Rules, except for documents and/*or information requested by the Exchange, is invalid. Article 5. Obligations of the Exchange towards Admittance Initiators The Exchange has the following obligations towards admittance initiators: 1) to create necessary conditions for regular trades in securities included in the official list; 2) to regularly release on its Internet site results of securities trading to the extent, established by the Exchange's internal documents; 3) upon receipt from the admittance initiator of documents (information), which it must provide to the Exchange in compliance with these Rules and the listing agreement, to release those documents (publish that information) on its Internet site within terms, established by the Exchange's internal documents (considering specifics, established by sub-item 4) of this article); 4) not to disseminate and not hand over to third parties the information received from the admittance initiator, concerning the securities issuer and considered confidential (official or commercial secret), except for information, received by the Exchange in compliance with requirements of articles 14, of section 4 of these Rules, as well as information, received by the Exchange under the listing agreement, which is not referred in compliance with this agreement to the confidential information category. 9

10 Article 6. Listing Agreement 1. The listing agreement defines: 1) terms of provision by the admittance initiator to the Exchange of the listed company's annual and interim financial statements; 2) requirements for the form and terms of provision by the admittance initiator to the Exchange of the listed company's annual financial statements auditors' report; 3) terms of use of system is2in; 4) the list of confidential information, which must not be disseminated by the Exchange publicly, and specifics of such information disclosure by the Exchange; 5) specifics of the information disclosure by the admittance initiator on a listed company, securities of which circulate on a foreign stock exchange (have a double listing) and/or are included in the Exchange's official list according to the simplified listing procedure, or on a listed company registered abroad; 6) other terms defined by the agreement. 2. The listing agreement must be signed by the authorized representative of the securities admittance initiator and sealed by this admittance initiator's stamp (taking into account the particular aspect specified in item 5 of this article). 3. The admittance initiator provides the Exchange with the listing agreement drawn up in accordance with item 2 of this article, as follows (taking into account the particular aspect specified in item 5 of this article): 1) along with the application for admittance of securities in the official list, or 2) within than 30 calendar days after the decision of the Listing Commission or the Exchange's Management Board on the inclusion of securities in the Exchange's official list (this sub-item was changed by a decision of the Exchange's Board of Directors dated October 12, 2017). 4. If the Exchange's Listing Commission or Management Board decides to include these securities in the Exchange's official list, the listing agreement is signed by the Exchange's chief executive or the Exchange's employee authorized to sign this agreement within the following timeframe: 1) (in case the listing agreement was provided to the Exchange within the timeframe as specified in sub-item 1) of item 3 of this article) within two business days after this decision is made; or 2) (in case the listing agreement was provided to the Exchange within the timeframe as specified in sub-item 2) of item 3 of this article) within two business days after the listing agreement is provided to the Exchange by the admittance initiator. 5. The listing agreement is not required at inclusion in the official list of particular government securities and securities of international financial organizations. Article 7. Financial Advisor 1. The issue of the possibility of inclusion of the non-financial organization's securities in the Exchange's official list is considered only if a financial advisor took part in the preparation (considering specifics, established by item 4 of this article): 1) the issuer's issue document for debt securities or Islamic securities or other document, similar by its purpose to such issue document; 10

11 2) an investment memorandum on these securities or other document, similar by its purpose to such issue document. 2. Only Exchange members can act as financial advisors, which are entitled to participate in trading in corporate securities included in the official list and licensed to implement brokerage and dealing activities on the securities market by the first category (with the right to keep clients' accounts as the nominee holder). 3. A financial advisor's authorities are confirmed by an appropriate document issued by the admittance initiator and signed by an authorized representative of the admittance initiator and containing the information (surname, first name, position, telephone number, address) on this financial advisor's employee (employees), which will contact the Exchange on securities listing issues. 4. This article does not apply to securities which: 1) are listed under the simplified procedure; 2) are supposed to be issued under the laws of a country other than the Republic of Kazakhstan, which stipulates mandatory participation of legal and other professional advisors in the issuing and offering of those securities, and the Exchange's approval for inclusion of such securities into its official list is required. Article 8. The Official List's Structure 1. The official list's structure is separated in markets: 1) "Main"; 2) "Alternative"; 3) "Mixed". 2. The market "Main" is separated in the following sectors: 1) sector "Shares", which is further separated in categories: "Premium"; "Standard"; 2) sector "Debt Securities", which is in its turn separated in categories: "Bonds"; "Commercial Bonds"; "Buffer" (this paragraph was supplemented by a decision of the Exchange's Board of Directors dated October 12, 2017); 3) sector "Bank Deposit Certificates"; 3. Market "Alternative" is separated in the following sectors: 1) sector "Shares"; 2) sector "Debt Securities", which is further separated in categories: "Bonds"; "Commercial Bonds"; "Buffer"; 4. Market "Mixed" is separated in the following sectors: 1) "Islamic Securities"; 2) "Securities of Investment Funds"; 11

12 3) "Derivative Securities"; 4) "Securities of international financial organizations"; 5) "Government securities". Section 2. LISTING REQUIREMENTS AND PROCEDURES Chapter 1. LISTING REQUIREMENTS Article 9. Basic and Additional Listing Requirements 1. Basic listing requirements approved by the statutory act of the Authorized Body 1, set for securities which are supposed for inclusion or were included in sectors "Shares" and "Debt securities" of the market "Main", and for issuers of such securities the following requirements: 1) for financial reporting standards of the securities issuer; 2) for the auditing organization which conducts auditing (review) of financial statements of the securities issuer; 3) whether the issuer has a corporate governance code; 4) whether there are norms restricting the rights of securities holders to their alienation in the founding and issuing documents of the issuer. 2. Listing requirements specified in appendices to these Rules, include basic listing requirements listed in item 1 of this article, and additional listing requirements, set by the Exchange in accordance with the statutory act of the Authorized Body indicated in item 1 of this article (this item was changed by a decision of the Board of Directors dated October 12, 2017). 3. Listing requirements specified in appendices , include only the listing requirements set by the Exchange, in accordance with the statutory act of the Authorized Body indicated in item 1 of this article (this item was changed by a decision of the Board of Directors dated October 12, 2017). Article 9-1. Criteria for Inclusion and Quotation of Securities in Market "Main" of the Official List 1. Securities whose issuer complies with criteria specified in item 2 of this article, can be included in the Exchange's official list only in the market "Main" (except for securities supposed to be included or included in the Exchange's official list's market "Mixed". inclusion or transfer of such securities to the Exchange's official list's market "Alternative" is not permitted. The initiator of admittance of securities indicated in paragraph one of this item must fulfill all applicable requirements specified in these Rules for market "Main". 2. Criteria for inclusion of securities in the official list's market "Main" and their quotation in said market: 1) the issuer has been operating since at least three years 2 ; 1 2 Resolution No. 54 of Management Board of the National Bank of Republic of Kazakhstan "On Approval of Requirements for Issuers and their Securities (being) Admitted to Circulation on the Stock Exchange, as well as for Particular categories of the Stock Exchange List and Making Amendments to Some Statutory Acts of the Republic of Kazakhstan on Issues of Regulation of the Securities Market" dated March 27, At calculation of the lifecycle of the issuer of particular securities, the lifecycle of the organizations(s) whose restructuring led to setting up of the issuer, as well as the lifecycle of the issuer's subsidiary where the issuer holds at least 70 % of all outstanding shares (paid shareholder capital) can be taken into account. 12

13 2) total sales (revenue, operating income) of the issuer must be at least 3,000,000-fold MCI for each of the last three years according to the financial statements (at availability of subsidiaries consolidated financial statements), confirmed by an auditor's report; 3) the balance sheet total (total amount of the report on the issuer's financial standing by asset or liability) must be at least 2,550,000-fold MCI for each of the last three years according to the financial statements (at availability of subsidiaries consolidated financial statements), confirmed by an auditor's report. (This article was included by a decision of the Exchange's Board of Directors dated October 12, 2017). Article 10. Listing Requirements for Inclusion of Securities in Official List and their Quotation therein 1. To be included in the market "Main" of the official list and be quoted in said market, particular securities and their issuer must comply with the listing requirements, specified by: 1) appendix 1.1 to these Rules for inclusion and quotation of shares in sector "Shares" by category "Premium"; 2) appendix 1.2 to these Rules for inclusion and quotation of shares in sector "Shares" by category "Standard"; 3) appendix 1.3 to these Rules for inclusion and quotation of securities in sector "Debt securities" by category "Bonds"; 4) appendix 1.4 to these Rules for inclusion and quotation of securities in sector "Debt securities" by category "Commercial bonds"; 5) appendix 1.5 to these Rules for inclusion and quotation of securities in sector "Bank deposit certificates"; 2. To be included in the market "Alternative" of the official list and be quoted in said market, particular securities and their issuer must comply with the listing requirements of respective sectors and categories of that market, specified by (this paragraph was supplemented by a decision of the Exchange's Board of Directors dated October 12, 2017): 1) appendix 1.6 to these Rules for inclusion and quotation of shares in sector "Shares"; 2) appendix 1.7 to these Rules for inclusion and quotation of securities in sector "Debt securities" by category "Bonds"; 3) appendix 1.8 to these Rules for inclusion and quotation of securities in sector "Debt securities" by category "Commercial bonds". 3. To be included in sector "Islamic securities" of the market "Mixed" of the official list of the Exchange and be quoted in said sector, particular securities, their issuer and originator, if its availability is stipulated by the applicable laws, must comply with the listing requirements of appendix 1.9 to these Rules. 4. To be included in sector "Securities of investment funds" of the market "Mixed" of the official list of the Exchange and be quoted in said sector, particular securities, their issuer and/or managing company, if its availability is stipulated by the applicable laws, must comply with the listing requirements of appendix 1.10 to these Rules. 5. For inclusion of particular depositary receipts in sector "Derivative securities" of the market "Mixed" of the official list of the Exchange and their quotation in said sector, shares being the underlying asset of particular depositary receipts, and 13

14 their issuer must comply with the listing requirements of appendix 1.2 to these Rules. 6. For inclusion of particular securities in sector "Securities of international financial organizations" of the market "Mixed" of the official list of the Exchange and their quotation in said sector, those securities and their issuer must comply with the listing requirements of appendix 1.11 to these Rules. 7. For inclusion of particular securities in sector "Government Securities" of the market "Mixed" of the official list of the Exchange and their quotation in said sector, those securities and their issuer must comply with the listing requirements of appendix 1.12 to these Rules. Chapter 2. LISTING PROCEDURES Article 11. General Provisions on Listing Procedures 1. There are full or simplified listing procedures. Full listing procedures are applied to securities listed in item 2 of article 12 of Rules. Simplified procedures are applied to securities listed in item 3 of article 12 of these Rules. 2. the listing procedures include: 1) acceptance by the Exchange of an application for issue of a preliminary opinion (hereinafter in this chapter and appendix 2.1 to these Rules preliminary opinion) on compliance of the issuer and its bonds with listing requirements necessary for consideration of the issue of state registration of the securities issue by the Authorized Body; 2) issue by the Exchange of a preliminary opinion on compliance of the issuer and its securities with the listing requirements; 3) acceptance by the Exchange of applications on securities' inclusion in the official list, on the Exchange's consent for the inclusion in the official list of bonds, intended for issue in compliance with the legislation of countries other than the Republic of Kazakhstan, on voluntary delisting of securities; 4) acceptance by the Exchange of documents, necessary for inclusion of republican securities in the Exchange's official list; 5) preparation by the Listing Department of opinions based on applications mentioned in sub-item 3) of this item, and documents attached to such applications; 6) preparation and issue of motivated refusals to accept applications mentioned in sub-item 3) of this item; 7) consideration by the Listing Commission or Management Board according to their competence of issues related to listing, delisting, change of category or market of securities; 8) procedure of exclusion of securities from the official list without documenting any decisions of the Exchange's bodies and executives; 9) coming in effect of decisions on listing, delisting, change in category of market of securities; 10) other procedures, which can be specified by the laws of the Republic of Kazakhstan, decisions of the Exchange's Board of Directors or Listing Commission. 14

15 Article 12. Listing Procedures 1. The procedure of issuing a preliminary opinion on securities supposed to be included in sector "Debt Securities" of the respective market by categories "Bonds" and "Commercial Bond", and the list of mandatory documents for preparing such an opinion are specified in appendix 2.1 to these Rules. 2. Full listing procedures are specified in the appendix 2.2 to these Rules and are applied to securities supposed to be included in the Exchange official list (quoted in the Exchange official list): 1) to sectors (in sectors) "Shares" of markets "Main" and "Alternative"; 2) by categories "Bonds" and "Buffer" of sectors "Debt Securities" of markets "Main" and "Alternative"; 3) to sector (in sector) "Bank deposit certificates" of market "Main"; 4) to sectors (in sectors) "Islamic securities", "Securities of investment funds" and "Derivative securities" of market "Mixed". 3. Simplified listing procedures are specified: 1) by appendix 2.3 to these Rules for securities of non-residents, listed on a foreign stock exchange, a full member of the World Federation of Exchanges, as well as listed on the London Stock Exchange Group (London Stock Exchange and Borsa Italiana SpA). If securities of a non-resident are depositary receipts, then the official list of any one of foreign stock exchanges mentioned in paragraph one of this item, must include those depositary receipts or shares being the underlying assets of those depositary receipts; 2) by appendix 2.4 to these Rules for securities supposed to be included in the Exchange's official list (quoted in the Exchange's official list) to sectors (in sectors) "Debt securities" by categories "Commercial bonds" of markets "Main" and "Alternative" (this sub-item was changed by a decision of the Exchange's Board of Directors dated October 12, 2017); 3) by appendix 2.5 to these Rules for securities supposed to be included in the Exchange official list (quoted in the Exchange official list) to sector (in sector) "Securities of international financial organizations" of market "Mixed"; 4) by appendix 2.6 to these Rules for securities supposed to be included in the Exchange official list (quoted in the Exchange official list) to sector (in sector) "Government securities" of market "Mixed". 4. The Exchange's Management Board independently defines the procedure of actions by its structural units and employees for purposes of executing simplified listing procedures specified in appendices to these Rules. 5. Appendices to these Rules also specify: 1) terms of coming into effect of decisions of the Listing Commission or Management Board of the Exchange on listing, change in category (market) or delisting of securities; 2) reasons and conditions of putting the issue of listing of particular securities up for consideration by the Exchange Management Board, as well as for removal of securities from the official list without documenting any decisions of the Exchange's bodies or executives. 15

16 Section 3. LISTING FEES Article 13. General Provisions on Listing Fees 1. The Exchange charges listing fees (taking into account the particular aspect provided for in item 4 of this article): 1) for issue of preliminary opinions on the possibility of inclusion of securities in the official list; 2) for consideration of applications for: inclusion of securities in the official list; consent on the inclusion of bonds, intended for issue in accordance with the legislation of countries other than the Republic of Kazakhstan, in the official list of the Exchange; 3) for inclusion of securities in the official list; for issuing consents on the inclusion of bonds, for consent on the inclusion of bonds, intended for issue in accordance with the legislation of other, apart from the Republic of Kazakhstan, states to the official list of the Exchange; 4) for presence of securities in the official list (for each year of such presence in the list). 2. Listing fees charged by the Exchange in accordance with sub-item 1) of item 2 of this article are referred to as the preliminary listing fees. Listing fees charged by the Exchange in accordance with sub-item 2) of item 2 of this article are referred to as listing fees for applications processing. Listing fees charged by the Exchange in accordance with sub-item 3) of item 2 of this article are referred to as admission listing fees. Listing fees charged by the Exchange in accordance with sub-item 4) of item 2 of this article are referred to as annual listing fees. 3. The amounts (tariffs) of listing fees, and the terms and procedure of their payment are determined by a separate internal document of the Exchange, approved by the Exchange's Board of Directors decision. 4. The Exchange does not charge listing fees: 1) for consideration of applications for inclusion of securities in sectors "Debt securities" by category "Commercial bonds" of the "Main" and "Alternative" markets, as well as sectors "Securities of international financial organizations" and "Government securities" (this sub-item was changed by a decision of the Exchange's Board of Directors dated October 12, 2017); 2) for inclusion of securities in sectors "Securities of international financial organizations" and "Government securities" and their presence in said sectors. 16

17 Section 4. INFORMATION DISCLOSURE Chapter 1. DISCLOSURE OF INFORMATION AT SECURITIES ADMISSION Article 14. Documents Provided to the Exchange 1. The list of documents to be provided by the admittance initiator for purposes of inclusion of securities in the official list in accordance with the full listing procedures, is specified in appendix 3.1 to these Rules. 2. The list of documents to be provided by the admittance initiator for purposes of inclusion of securities in sectors "Shares" and "Debt securities" of markets "Main" and "Alternative", in sectors "Securities of investment funds", "Islamic securities" and "Derivative securities" of market "Mixed" of the official list in accordance with the simplified listing procedures, out of those listed in appendix 3.1 to these Rules in each particular case is agreed upon with the Listing Department. 3. The list of documents to be provided by the admittance initiator for purposes of inclusion of securities in sectors "Securities of international financial organizations" and "Government securities" of market "Mixed" of the official list in accordance with the simplified listing procedures, is specified in appendices 2.5 and 2.6 to these rules, accordingly. 4. For purposes of admission of an application for inclusion in the official list of bonds issued by a Special Purpose Vehicle with a guarantee from its sole founder (partner, shareholder) or one of its founders (partners, shareholders), as well as during the entire time of quotation of those bonds in the official list, the Exchange considers the guarantor as their issuer, consequently, requirements for information disclosure specified in these Rules apply not to the Special Purpose Vehicle, but to the guarantor. 5. The list of documents to be provided by the admittance initiator for purposes of inclusion of securities in sector "Debt securities" by category "Commercial Bonds" of markets "Main" and "Alternative" of the official list is specified in appendix 3.2 to these Rules (this item was supplemented and changed by a decision of the Exchange's Board of Directors dated October 12, 2017). 6. The list of additional documents necessary when the Listing Department is preparing an opinion, is determined by the Listing Department upon agreement with the admittance initiator at acceptance of the application for inclusion of securities in the official list. 7. At inclusion of coupon bonds in the official list by category "Bonds" of sector "Debt securities" of markets "Main" or "Alternative" with application of full listing procedures, the initiator of admittance of these bonds must within two working days following the date of their inclusion in the Exchange's official list, or the start date of their circulation (depending on which of the dates is the latest), provide the Exchange with the schedule of interest payments on these bonds for the entire term to maturity. Said schedule must contain information on the record date, dates of start and end of coupon payments on these bonds for each coupon period (this item was included by a decision of the Exchange's Board of Directors dated October 12, 2017). Article 15. Additional Information When considering documents, submitted in compliance with item 1 article 24 of these Rules, the Exchange may request from an admittance initiator to submit additional information, concerning specifics of creation, current activities, principal shareholders (controlling 30 and more percent of an issuer's voting shares (stakes)), final 17

18 beneficiaries, specifics of fulfillment of obligations on securities, fulfillment of liabilities towards creditors and shareholders (partners) of an issuer, an issuer's current financial status and other information, necessary for the Listing Commission to take a justified decision, and also request to disclose such additional information in the investment memorandum, if the securities investors' interests require so. Chapter 2. INFORMATION DISCLOSURE DURING SECURITIES' PRESENCE IN OFFICIAL LIST Article Restriction of the Scope of this Chapter The scope of this chapter doesn't apply to initiators of admittance of government securities and securities of international financial organizations. (This article was included by a decision of the Exchange's Board of Directors dated October 12, 2017). Article 16. Periodical Reporting 1. Securities admittance initiator, apart from other possible information (documents), must provide to the Exchange (taking into account the peculiarity specified in item 2 of this article) (this paragraph was supplemented by a decision of the Exchange's Board of Directors dated October 12, 2017): 1) periodical reporting listed in table 1 of appendix 4.1 to these Rules, in time and on conditions specified in the listing agreement; 2) periodical reporting listed in table 2 of appendix 4.1 to these Rules, in time and on conditions specified in that table. 2. For joint-stock company "Sovereign Wealth Fund Samuryk-Kazyna" the list of periodical reports, to be provided to the Exchange in accordance with sub-item 1) of item 1 of this article, as well as the deadline for its provision are specified in the listing agreement concluded between the Exchange and said legal entity. Article 17. Disclosure of Information on Current Operations and Corporate Events of Listed Companies 1. During the presence of securities in the official list the admittance initiator of those securities must provide to the Exchange (taking into account particular aspects specified in item 2 of this article) (this paragraph was changed by a decision of the Exchange's Board of Directors dated October 12, 2017): 1) information (documents) on current operations of the listed company listed in table 3 of appendix 4.1 to these Rules, in time and on conditions, specified in that table; 2) information on corporate events and documents listed in table 4 of appendix 4.1 to these Rules, in time and on conditions, specified in that table. 2. For joint-stock company "Sovereign Wealth Fund Samuryk-Kazyna" the list of periodical reports, to be provided to the Exchange in accordance with item 1 of this article, as well as the deadline for its (their) provision are specified in the listing agreement concluded between the Exchange and said legal entity. Article 18. Disclosure of Information about Events, Significantly Affecting Investors' Interests 1. An admittance initiator must provide the Exchange with any essential information, which can influence the listed company's activities, its securities' 18