NAC Kazatomprom JSC Treasury Financial transactions Status: existing К 07 19 АB p. 1 of 12 Internal control over insider information of «NAC «Kazatomprom» JSC Rules 1. Purpose These Rules of internal control over insider information of NAC Kazatomprom JSC (hereinafter the Rules) regulate the procedure of exercising control over management and use NAC Kazatomprom JSC s (hereinafter the Company) Insider information, including the establishment of procedure for giving access to Insider information of the Company and the terms of its disclosure, the procedure for listing of the Company s Insiders, rights and obligations of the Company s Insiders. 2. Terms of reference These Rules shall apply to all persons, who have an access to Insider information of the Company during the whole period of staying the Company s securities (derivative securities) on the list of Stock exchange. The Rules are mandatory to apply by all departments, officials and employees of the Company, as well as other persons, accredited insiders of the Company. 3. Terms and definitions Rev Amended Developed by Agreed by Approved by. pages 0. M. Yussupov, Head of Treasury Resolution of the Management Board of NAC Resolution of the Board of Directors of NAC Kazatomprom JSC Kazatomprom JSC 26/03/2013 196 dd. 30/04/2013. 5/13 dd. 21/05/2013.
Rev 0 201. К 07 19 АВ p. 2 of 12 3.1. The following terms and definitions are used in these Rules: Sole Shareholder - «National welfare fund «Samruk-Kazyna» JSC; Insider information the reliable information on the Company s securities (derivative securities), dealings in them, as well as on the Company, its activity constituting commercial secrets and any other information not known by the third parties the disclosure of which may affect the securities (derivative securities) cost variation and the Company s activity, except information, provided for by clause 5.3 of the Rules; Insider an individual or a legal entity that has an access to insider information of the Company; Internet-resource of the Company mass medium, placed in Internet at «www.kazatomprom.kz» Internet-resource of Stock exchange mass medium, placed in Internet at «www.kase.kz» and «www.londonstockexchange.com» and at e-mail addresses of all Stock exchanges on the lists of which the Company s securities are included; Internet-resource of financial statement depository mass medium, placed in Internet at «www.dfo.kz», specified according to the laws of the Republic of Kazakhstan on accounting and financial statement; Commercial secret - information, specified and secured by the Company an open legal access to which has a limited set of people, the disclosure, receiving and use of which may prejudice the Company s interests; Company - «National atomic company «Kazatomprom» JSC; Auctioneer Stock exchange and quotation organization of off-exchange security market; Organization, responsible for maintenance of financial statement depository - «Information and accounting center» JSC, authorized by the Government of the Republic of Kazakhstan to perform the activity on maintaining of financial statement depository; Responsible department of the Company - the Company s department that deals with the Company s securities; Professional market maker legal entity that operates on security market under the license or under the laws of the Republic of Kazakhstan; List of Insiders the list of persons, who have an access to insider information of the Company, the maintenance of which is performed according to legislation of the Republic of Kazakhstan and these Rules; Authorized body Committee on monitoring and supervision of financial market and financial institutions of the National Bank of the Republic of Kazakhstan; Stock exchange legal entity, responsible for providing necessary conditions of normal circulation of securities, determination of their market price and distribution of information about them. 4. General provisions 4.1. The Rules are developed under the Law of the Republic of Kazakhstan dated July 2, 2003 No. 461-II «Concerning the securities market», Law of the Republic of Kazakhstan dated May 13, 2003 No. 415-II «Concerning joint stock companies», Decrees of the National Bank Management Board dated February 24, 2012 No. 69 «Concerning the approval of Rules for insider information disclosure on securities market» and dated February 24, 2012 No. 72 «Concerning the Rules for placing on depository s web-resource of financial statement, on stock exchange web-
Rev 0 201. К 07 19 АВ p. 3 of 12 resource of the corporate events information, financial statements and audit reports», and under the Company s Articles of Association and other internal documents of the Company. 4.2. These Rules contain: The list of the Company s information related to insider; Procedure and terms for disclosure of the Company s Insider information; Procedure for making, keeping and maintaining in current status of list of persons, who have an access to the Company s Insider information; Procedure for notifying persons in case of getting the status of the Company s Insiders Procedure for monitoring management and use of the Company s Insider information. 4.3. Responsible department of the Company ensures making and maintaining the list of the Company s Insider information, introduction of alterations, maintaining in current status the list of the Company s Insiders and submission of the List of Insiders to the Authorized body. 5. The list of the Company s relevant Insider information 5.1. The Company makes and maintains in the current status the list of the Company s Insider information (hereinafter the List) due to the requirements of the laws of the Republic of Kazakhstan. 5.2. The List includes the following information of the Company as an issuer: 1) Information about changes in the Company s activity, affecting the interests of the security holders: Changes in the composition of the Company s Bodies; - Changes in shareholding structure (participants), who has ten or more percent of voting (participatory) shares of the Company; Reorganization or dissolution of the Company, its subsidiaries and affiliates; seizure of the Company s property; hypothecation (surcharge) of the Company s property that consists ten or more percent of the Company s assets; acquisition, suspension of the Company s license; decisions of the Sole shareholder; changes in the list of organizations, in which the Company has ten or more percent of shares (participatory interests) of each such organization; changes in prospectus of equity securities issue; information on nonobservance by the Company of terms, provided for by the prospectus of non-state bonds issue, default cases, assumed by the Company. 2) Information on the Company s corporate events: Decisions, made by the Sole Shareholder and the Board of Directors of the Company on the list of issues, information of which, according to the internal documents of the Company, must be brought to shareholders and investors notice; Issue of the Company s shares and other securities and approval by the Authorized body of placement reports of the Company, redemption reports of the Company, cancellation by the Authorized body of the Company s securities; Making by the Company great transactions and interested-party transactions; hypothecation (surcharge) of the Company s property that consists five or more percent of the Company s assets; procurement of loan by the Company in the amount of twenty five or more percent of the Company s equity capital dimension; acquisition by the Company of any operating licenses, suspension or termination of previously acquired by the Company any operating licenses; Company s participation in establishing of legal entity; Seizure of the Company s property;
Rev 0 201. К 07 19 АВ p. 4 of 12 Emergency situations, as the result of which the Company s property was destroyed, the balanced value of which consists ten or more percent of the Company s total assets; Bringing to administrative responsibility of the Company and its officials; Institution of court procedures on corporate dispute; Decisions on enforced reorganization of the Company; Other events, affecting the interests of the Company s Sole Shareholder and investors, under the Articles of association and prospectus of the Company s securities issue. 5.3. Insider information of the Company doesn t include: 1) Information, prepared on the basis of public knowledge, including researches, forecasts and security cost estimation (derivative security), property status of the Company, made in the view of making investments decisions and (or) drawing up recommendations or proposals on securities (derivative security) trading; 2) Information received from mass media; 3) Unconfirmed information the source of which is unknown, and disseminated among high set of people, as well as suggestions concerning current and contemplated activity of the Company. 6. Terms and procedures of disclosure of the Company s Insider information 6.1. Information, specified in clause 5.2. of the Rules is an Insider information till the moment of its disclosure to the general public according to the laws of the Republic of Kazakhstan and/or internal documents of Stock exchange. 6.2. Disclosure of Insider information is made in terms and procedures, provided for by the laws of the Republic of Kazakhstan and internal documents of the Company. 6.3. Insider information on changes in the Company s activity as an issuer, affecting the interests of holders of its securities specified in subclause 1) of the clause 5.2. of these Rules is placed on an Internet-resource of depository of financial statement and is published in mass media within fifteen calendar days from the date of such changes according to the Rules of disclosure of Insider information on securities market. 6.4. Insider information on corporate events of the Company, specified in subclause 2) of clause 5.2 of these Rules is placed on an Internet-resource of the depository of financial statement at a time stated by current legislation of the Republic of Kazakhstan. Since the legal acts of the Republic of Kazakhstan do not provide the terms of publishing (bringing to a Sole Shareholder notice) of information, such information shall be published (brought to a Shareholder s notice) within 5 (five) business days from the date of its creation. Information on institution of corporate dispute case shall be submitted to the Sole Shareholder within seven business days from the date of receiving by the Company of the relevant judicial summons of corporate dispute civil case. 6.5. Disclosure of Insider information is made though placing it on the Company s Internet-resource, Internet-resource of Stock exchange and Internet-resource of depository of financial statement and (or) publishing in periodic printed publications (if necessary), issued with at least fifteen thousand number of copies and published across the whole territory of the Republic of Kazakhstan in the state and Russian languages on open access to all interested persons. 6.6. While including the Company s securities into the list of the Company s Organizer of an auction and persons, included into the list of the Company s Insiders, ensure the disclosure of Insider information about the Company and securities (derivative securities), issued by it, the disclosure of which will affect cost variation and the Company s activity prior to these securities (derivative securities) auction in a manner and subject to conditions, provided for by the Rules of the Organizers of an auction.
Rev 0 201. К 07 19 АВ p. 5 of 12 6.7. While circulation of securities, included into the list of Organizer of an auction, in mercantile system of Stock exchange, operating on the territory of foreign countries, Insider information is subject to disclose in the following manner: information that assumes the disclosure among high set of people is submitted to all Stock exchanges in which lists the Company s securities are included, whereafter is placed on other mass media communications; 6.8. Date of Insider information disclosure is the date of the first placement (publication) of Insider information in any mass media communication in the manner, prescribed by internal documents of the Company. 7. Procedure of making and maintaining in a current state the list of persons, who have an access to Insider information of the Company 7.1. Company s Insiders under the existing laws of the Republic of Kazakhstan shall consider the following persons: 1) Company s members of the Board of Directors and all employees of the Company, who has an access to Insider information due to their official position and duties, including the Company s Chairman of the Board and Board members, Managing directors, the Company s Board Secretary, the Company s Corporate Secretary, head and employees of Internal audit service, directors of the departments and other Company s officials, who got an access to the Company s Insider information under discharging of their official duty. Company s employees, related to this category of Insiders shall stay such within the whole period of professional service contract duration, concluded by them with the Company unless otherwise provided for by the laws of the Republic of Kazakhstan and internal documents of the Company. The Company s Board members are Insiders within the whole period of exercising by them their functions unless otherwise provided for by laws of the Republic of Kazakhstan and internal documents of the Company. 2) Sole Shareholder who has an access to Insider information due to holding, using and (or) managing of the Company s 100% voting shares. 3) Audit organization, appraiser, professional participants of securities market and other persons, who render services to the Company under the signed contract (including oral one), the terms of which provides the disclosure of Insider information. 4) Organizer of an auction, the list of which includes securities (derivative securities), issued by the Company. 5) Other persons according to the laws of the Republic of Kazakhstan. 7.2. Insiders shall not have the right to: 1) Use Insider information while making a transaction with securities (derivative securities); 2) Transfer Insider information to the third parties or make it available to the third parties, except the cases provided for by the laws of the Republic of Kazakhstan; 3) Give recommendations to the third parties on settlement of transactions with securities, based on Insider information. 7.3. Company s Insiders are obliged: 1) Ensure confidentiality preservation of the Company s Insider information and comply with the responsibilities of Insiders, specified by the laws of the Republic of Kazakhstan and the Rules, as well as prohibition on using of Insider information indicated in clause 7.2 of the Rules; 2) In case of losing the status of person who is entitled to an access to Insider information, transfer to the Company all available data storage media that contain Insider information;
Rev 0 201. К 07 19 АВ p. 6 of 12 3) Company s employees are obliged to inform immediately to their immediate supervisor about the loss or inadequacy of documents, files that contain Insider information while discovering an authorized access to Insider information and such facts and circumstances. 7.4. For the purpose to provide control over management and use of Insider information, the Company maintains in a current status the List of Insiders in a form per Annex 1 to the Rules. 7.5. Company s List of Insiders contains the following information: 1) Full name of an physical person, date of birth; 2) Name of legal person, its location, document details, confirming state registration (re-registration) of the legal person; 3) Ground for including the person into List of Insiders (for example, reference to the Article of the legal act according to which the person is recognized as an Insider); 4) Date of accrual of ground for including into List of Insiders; 5) Date and ground for exclusion from the List of Insiders (date of termination of access to Insider information). 7.6. For the purpose of timely updating List of Insiders, Company s responsible department quarterly updates Insiders lists. Do this requires the submitting the following information in the following order to the Company s responsible department: Corporate Secretary of the Company submits information on changes in data related to the Company s Board of Directors and the employees of Internal audit service, as and when changed; The Company s Board secretary submits the information on changes in data related to the Company s Board members, as and when changed; The Company s Human resources Department submits the information on changes in data related to Managing directors, directors of the Departments and employees of Internal audit service, as and when changed; The Company s directors of the departments submit the information on changes in data related to the employees of the Company, who received an access to the Company s Insider information under fulfilling their professional responsibilities. Inclusion or exclusion of any person, indicated in subclauses 2) - 5) of the clause 7.1 of the Rules, in/from List of Insiders is made according to clause 8.2 of the Rules. 7.7. Company s List of Insiders shall be approved by responsible Board member and submitted to authorized agency under its requisition in time, indicated in the request. 7.8. Company shall keep List of Insiders within 5 (five) years from the date of its creation/last updating in a manner, prescribed by the Company s internal documents. 8. Procedure for notification in case of getting of the Company s Insiders status 8.1. Company shall notify persons included into Insiders list on acquisition by them Insiders status, on legal effect of holding of Insider information and responsibility for violation of requirements of the applied legislation for use and management of Insider information (in the form per Annex 2/a to the Rules with regard to Insiders individuals and in the form per Annex 2/b with regard to Insiders legal entities). Notification on getting by a person of Insider status is made in two copies (one is for Insider, the second is for the Company). Whereby, with regard to the persons, indicated in subclause 1) of clause 7.1 of the Rules, notification on getting of Insider status shall be passed immediately to the person, who is included into Insiders list. Notification to other persons on gettingn by them Insider status shall be sent to the Company known address of the indicated person by means, that can prove the fact of acceptance of such notification by such person (by special delivery, by mail or fax).
Rev 0 201. К 07 19 АВ p. 7 of 12 8.2. Legal person which is included into the Company s Insiders list under subclause 2) - 5) of clause 7.1 of the Rules is obliged within 5 (five) business days after receiving the notification on getting by them Insiders status, to submit to the Company information about its employees, who has due to their professional position and duties an access to Insider information of the Company (in the form per Annex 2/b to the Rules). In case of changes in the list of employees, who has due to their professional position and duties an access to the Company s Insider information, legal person, included into the Company s List of Insiders, shall within 5 (five) business days submit to the Company an updated list per form of Annex 2/b to the Rules. 8.3. For the purpose of ensuring the performance by persons who are the Company s Insiders of requirements of legislation of the Republic of Kazakhstan with regard to the Company s Insider information and these Rules, these Rules in the part of management and use of Insider information, rights and obligations of the Company s Insiders, are placed in Kazakh, Russian and English languages on an Internet-resource of the Company and may be given to the Company s Insiders under their request within 5 (five) business days from the date of receiving of such request subject to internal documents of the Company. 9. Control over management and use of the Company s Insider information 9.1. Access to the Company s Insider information is given to Insiders including the Company s employees, under the sighed professional services and/or civil-law contracts that provide the terms on confidentiality preservation of the Company s Insider information. 9.2. Persons, who are included into the List of Insiders, are obliged to use Insider information only according to the Rules and existing laws of the Republic of Kazakhstan. 9.3. Directors of the Company s departments which use in their activity Insider information are obliged to ensure storing of Insider information in conditions that ensure the relevant confidentiality regime of Insider information. 9.4. Directors of the company s departments, who have an access to Insider information, are obliged to provide an appropriate measures for limiting access to such information on the part of the Company s employees, to whom such information is not required while performing by them professional duties. 9.5. In case of threat or fact of unauthorized disclosure of Insider information, or loss of documents (data storage media), containing Insider information, the Company s employee is obliged to inform immediately his/her immediate supervisor, who, in his/her turn, shall inform immediately the Company s Security Department, the Company s Information protection office and the Company s responsible department. 9.6. The Company s employees are obliged to bring into notice of their immediate supervisor and the Company s officials of Security Departments and Information protection office about any facts, became known for them: 1) Concerning the Company s Insider information, which is not the subject to disclosure due to their professional duties but became known to them, including from customers or other persons; 2) Concerning availability of an access to Insider information of persons who has no right for it; 3) Concerning unauthorized use of the Company s Insider information, including the use of the Company s Insider information on their own account of the Company s employees, Company s Insiders, Company s customers and partners, as well as on the account of relatives of the above mentioned persons. 9.7. In case of losing the status of the Company s Insider, the person, excluded from the List of the company s Insiders is obliged not to disclose the Company s Insider information within
Rev 0 201. К 07 19 АВ p. 8 of 12 3(three) years from the date of losing the status of Insider, unless longer period provided for by the laws of the Republic of Kazakhstan and the Company s internal documents. 10. Responsibility for unauthorized use of the Company s Insider information 10.1. In case of unauthorized use and dissemination of Insider information, persons who committed such violations may be brought to responsibility according to the existing laws of the Republic of Kazakhstan, an/or laws of the state on the territory of which the transaction with the Company s securities was made, as well as under internal documents of the Company and terms of agreements and contracts, signed with the Company. 10.2. The Company has the right to require that Insiders, guilty in use, disclosure, dissemination or other management with the Company s Insider information, compensate the damage caused to the Company by such unauthorized actions. 11. Final provisions 11.1. These Rules shall enter into force from the date of approval by the Company s Board of Directors. 11.2. Issues, not settled by these Rules, shall be settled according to the laws of the Republic of Kazakhstan and the Company s internal documents. 12. Annexes 12.1. Annex 1. Form «List of «NAC «Kazatomprom» JSC s Insiders». 12.2. Annex 2/а. «Notification of physical persons about getting the status of «NAC «Kazatomprom» JSC s Insider». 12.3. Annex 2/b. «Notification of legal person about getting the status of «NAC «Kazatomprom» JSC s Insider».
Rev 0 201. К 07 19 АВ p. 9 of 12 Form «List of «NAC «Kazatomprom» JSC s Insiders» As of 01.,201_ 1) Insiders legal persons Annex No.1 No. Name of legal entity Location Number and date of the State registration Certificate (reregistration) Ground for inclusion into the List of Insiders Date of accrual of ground for inclusion into the List of Insiders of exclusion the List of Date from Insiders 2) Insiders physical persons No. Full name Date of birth Ground for inclusion into the List of Insiders Date of accrual of ground for inclusion into the List of Insiders Date of Exclusion from the List of Insiders
Rev 0 201. К 07 19 АВ p. 10 of 12 Annex No.2/а Notification of a physical person about getting the status of insider of NAC Kazatomprom JSC NAC Kazatomprom JSC (hereinafter the Company) hereby notifies (full name and date of birth) that you are considered to be the insider of the Company in accordance with Clause 3 of Article 56-1 of the Law of the Republic of Kazakhstan «About the securities market». Therefore, you shall comply with the requirements of the legislation of the Republic of Kazakhstan with regard to the use/disclosure of insider information of the Company, including the Law of the Republic of Kazakhstan «About the securities market», and the Rules of Internal Control over the disposal and use of insider information of the Company, including: 1) not to use the insider information of the Company in transactions with securities (derivative financial instruments) issued by the Company; 2) not to transfer the insider information of the Company to, or make it accessible for, any third parties; 3) not to give any recommendations on transactions with securities to any third parties based on the insider information of the Company. You shall bear responsibility for violation of requirements of the legislation of the Republic of Kazakhstan and/or the Rules of Internal Control over the disposal and use of the insider information of the Company in accordance with the legislation of the Republic of Kazakhstan and/or the legislation of the country on the territory of which the transaction with securities has been made, as well as in accordance with the internal documents of the Company and the terms of agreements and contracts executed with the Company. The Company shall have the right to require from the persons who are guilty in misusing the insider information of the Company to compensate damages caused to the Company as a result of abovementioned unlawful actions. In case of loss of status of the insider of the Company you shall not disclose the insider information of the Company within 3 (three) years from the date of the insider status loss. By signing this document you confirm your agreement with the above limitations set by the legislation of the Republic of Kazakhstan with regard to insiders, as well as with the obligations on non-disclosure of the insider information, and your acquaintance with the sanctions for the misuse and distribution of the insider information. Chief executive of NAC Kazatomprom JSC (signature) Full name I have been acquainted with this notification of the physical person about getting the status of insider of NAC Kazatomprom JSC Date Full name Position:
Rev 0 201. К 07 19 АВ p. 11 of 12 Annex No.2/b (on the Company s letterhead paper) Notification of a legal person about getting the status of insider of NAC Kazatomprom JSC NAC Kazatomprom JSC (hereinafter the Company) hereby notifies (please indicate the name of the legal person) about getting the status of insider of NAC Kazatomprom JSC because it (please indicate the basis): has the right of possession, use and (or) disposal, directly or indirectly, of ten or more percents of the Company s voting shares; is the organizer of a tender, and its list includes securities (derivative financial instruments) issued by the Company; is the auditor who renders services to the Company in accordance with the contract which terms specify the disclosure of the insider information of the Company; is the other legal person who renders services to the Company subject to the contract the terms of which specify the disclosure of the insider information of the Company. Therefore, you shall comply with the requirements of the legislation of the Republic of Kazakhstan with regard to the use/disclosure of the insider information of the Company, including the Law of the Republic of Kazakhstan «About the securities market», as well as the Rules of Internal Control over the disposal and use of the insider information of the Company, including: 1) not to use the insider information of the Company in transactions with securities (derivative financial instruments) issued by the Company; 2) not to transfer the insider information of the Company to, or make it accessible for, any third parties; 3) not to give any recommendations on transactions with securities to any third parties based on the insider information of the Company; 4) to have a list of its employees who has access to the insider information of the Company because of their employment status and duties; 5) to inform its employees about the requirements of the legislation of the Republic of Kazakhstan, including the Law of the Republic of Kazakhstan «About the securities market», with regard to ban to use the insider information of the Company, and the Rules of Internal Control over the disposal and use of the insider information of the Company; 6) within 5 (five) working days after the receiving the notification from the Company requiring to submit the list of employees who has access to the insider information of the Company due to their employment status and duties, to submit the list of such employees to the Company according to the from attached. For violation of the requirements of the legislation of the Republic of Kazakhstan and/or the Rules of Internal Control over the disposal and use of the insider information of the Company (please indicate the name of the legal person) shall bear responsibility subject to the legislation of the Republic of Kazakhstan and/or the legislation of the country at the territory of which the transaction with the securities of the Company has been made, as well as subject to the internal documents of the Company and the terms of the agreements and contracts executed with the Company.
Rev 0 201. К 07 19 АВ p. 12 of 12 The Company shall have the right to require from the persons who are guilty in misusing the insider information of the Company, to compensate damages caused to the Company as a result of the abovementioned unlawful actions. In case of loss of status of the insider of the Company you shall not disclose the insider information of the Company within 3 (three) years from the date of the insider status loss. By signing this document you confirm your agreement with the above limitations set by the legislation of the Republic of Kazakhstan with regard to insiders, as well as with the obligations on non-disclosure of the insider information, and your acquaintance with the sanctions for the misuse and distribution of the insider information. Chief executive of NAC Kazatomprom JSC (signature) Full name Attachment (on a letterhead paper) The list of employees (please indicate the name of the legal person, location, number and date of document confirming the state registration (re-registration)), who has access to the insider information of NAC Kazatomprom JSC due to their employment status and duties. No. Full name Date of birth Position Date of getting access to the insider information of NAC Kazatomprom JSC Date of loss of access to the insider information of NAC Kazatomprom JSC