Unofficial translation
In accordance with subparagraph 1) of paragraph 5 of Article 56-1 of the Law of the Republic of Kazakhstan “On Securities Market” as of July 2, 2003, and also with a view to improving regulatory legal acts of the Republic of Kazakhstan, the Board of the National Bank of the Republic of Kazakhstan hereby RESOLVES:
1. To approve the appended Rules and conditions for the disclosure of not publicly available information relating to the issuer’s activities.
2. To invalidate:
1) Resolution No. 69 of the Board of the National Bank of the Republic of Kazakhstan “On approval of the Rules for the disclosure of insider information on the securities market” as of February 24, 2012 (registered in the State Registration Register of Regulatory Legal Acts under No. 7572, published in the “Kazakhstanskaya Pravda” newspaper, No. 150-151 (26969-26970), on May 24, 2012);
2) paragraph 16 of the List of regulatory legal acts of the Republic of Kazakhstan on the securities market, as amended, approved by Resolution No. 250 of the Board of the National Bank of the Republic of Kazakhstan “On amendments to some regulatory legal acts of the Republic of Kazakhstan on the securities market” as of December 19, 2015 (registered in the State Registration Register of Regulatory Legal Acts under No. 13001, published in the “Adilet” legal information system on February 29, 2016).
3. In accordance with the procedure established by the legislation of the Republic of Kazakhstan, the Non-Banking Organizations Development Department shall:
1) together with the Legal Department, ensure state registration of this order with the Ministry of Justice of the Republic of Kazakhstan;
2) within ten calendar days of the state registration of this resolution, send it in Kazakh and Russian to the Republican State Enterprise with the Right of Economic Management “Institute of Legislation and Legal Information of the Republic of Kazakhstan” for its official publication and inclusion into the Reference Control Bank of Regulatory Legal Acts of the Republic of Kazakhstan;
3) place this resolution on the official website of the National Bank of the Republic of Kazakhstan after its official publication;
4) within ten working days of the state registration of this resolution, submit information on the implementation of measures, provided for in subparagraphs 2), 3) of this paragraph and paragraph 4 of this resolution, to the Legal Department.
4. Within ten calendar days of the state registration of this resolution, the External Communications Department - the Press Service of the National Bank shall send its copy to print periodicals for official publication.
5. The control over the execution of this resolution shall be assigned to the Deputy Chairman of the National Bank of the Republic of Kazakhstan, E.A. Birtanov.
6. This resolution shall take effect ten calendar days after its first official publication.
| Chairman of | |
| the National Bank | E.Dossaev |
| Approved by Resolution No. 124 of the Board of the National Bank of the Republic of Kazakhstan as of July 26, 2019 |
Rules and conditions for the disclosure of not publicly available
information relating to the issuer’s activities
1. These Rules and conditions for the disclosure of not publicly available information relating to the issuer’s activities (hereinafter referred to as the Rules) are developed in accordance with Article 56-1 of the Law of the Republic of Kazakhstan “On Securities Market” as of July 2, 2003 (hereinafter referred to as the Law) and establish the procedure and conditions for the disclosure of not publicly available information relating to the issuer’s activity if this information, due to consequences for the issuer’s property and financial position, can affect the value of securities (derivative financial instruments) issued (provided) by this issuer.
2. The issuer’s internal control rules ensuring its control over the disposal and use of insider information, which are developed and approved in accordance with the requirements of paragraph 5 of Article 56-1 of the Law, are posted by the issuer in the national and Russian languages on the website of the financial statements depository determined in accordance with the legislation of the Republic of Kazakhstan on accounting and financial reporting (hereinafter referred to as the financial statements depositary), and on the website of the stock exchange operating in the Republic of Kazakhstan (if the issuer’s securities (derivative financial instruments) are entered and placed in the list of this stock exchange), and are also provided by the issuer at the request of interested parties without charging a fee, except for a fee for providing copies of the internal control rules in an amount not exceeding the cost of their making.
3. Information relating to the issuer’s activity that is not publicly available if this information, due to consequences for the issuer’s property and financial position, can affect the value of securities (derivative financial instruments) issued (provided) by this issuer shall be classified as insider information until its official disclosure (publication).
The list of information classified as insider information is determined by the issuer’s internal control rules.
Publicly available information on the issuer’s activities shall be understood to mean information not requiring and not having restrictions for access thereto or is subject to disclosure in accordance with legislative acts of the Republic of Kazakhstan.
4. The procedure for maintaining the list of persons with access to the issuer’s insider information and keeping it up to date is established by the issuer’s internal control rules.
5. The list of persons with access to the issuer’s insider information is submitted by the issuer to the state body for state regulation, control and supervision of the financial market and financial organizations at its written request, within the time frames specified in the request, disclosing information on the persons with access to the issuer’s insider information, including information on:
1) the surname, name, patronymic (if any) - of an individual, his/her date of birth;
2) the name of a legal entity, its location, details of a document confirming the state registration (re-registration) of the legal entity;
3) the ground for entering in the list;
4) date of occurrence of the ground for entering in the list;
5) the date of removal from the list.
6. The issuer and persons recognized as the issuer’s insiders shall ensure the confidentiality of insider information until it is officially disclosed (published).
If the issuer believes that the required degree of confidentiality of information classified as insider information cannot be observed or that a breach of confidentiality of this information can occur, the issuer immediately takes measures to disclose it in the manner and within the time frames established by the issuer’s internal control rules.
Persons recognized as the issuer’s insiders shall comply with the procedure and conditions for disclosing insider information on the issuer and the securities (derivative financial instruments) issued (provided) by it, including those determined by the issuer’s internal control rules.
7. Insider information not included in the list of information and documents subject to disclosure by the issuer in accordance with paragraph 2 of Article 102 of the Law on the website of the financial statements depository, or not related to information, for which the legislative acts of the Republic of Kazakhstan have not established the procedure and timing for its disclosure, is disclosed in the manner and within the time frames established by the issuer’s internal control rules.
When insider information is disclosed through its placement (publication) on several sources, the list of which is established by the issuer’s internal control rules, the date of insider information’s disclosure is that of its first placement (publication).
If the issuer’s internal control rules specify the Internet as a source of placement (publication) of insider information, it is necessary to indicate the website address.
If the issuer’s internal control rules specify a print medium as a source of the placement (publication) of insider information, it is necessary to indicate its official name and frequency of publication.
If the issuer’s internal control rules specify other mass media as a source of placement (publication) of insider information, which are not specified in parts three and four of this paragraph, it is necessary to indicate the name of the mass medium and other information thereon for unhindered access to insider information by interested parties.
8. When entering the issuer’s securities (derivative financial instruments) in the list of a stock exchange operating in the Republic of Kazakhstan, the issuer and persons recognized as this issuer’s insiders shall ensure the disclosure of insider information on the issuer and the securities (derivative financial instruments) issued (provided) by it, the disclosure of which will affect their value and the issuer’s activities, prior to trading in these securities (derivative financial instruments) in the manner and on the terms established by the rules of the stock exchange.
9. When the issuer’s securities (derivative financial instruments) are circulated in the stock exchange trading system operating in the Republic of Kazakhstan, messages disclosing insider information to a wide range of persons are sent to the address of the stock exchange operating in the Republic of Kazakhstan, after which they are placed (distributed) in the manner and on the terms established by the issuer’s internal control rules.
When the issuer’s securities (derivative financial instruments) are circulated simultaneously in the trading systems of the stock exchange operating in the Republic of Kazakhstan and stock exchanges operating in foreign countries, messages disclosing insider information to a wide range of persons are sent simultaneously to all stock exchanges listing the issuer’s securities, after which they are placed (distributed) in the manner and on the terms established by the issuer’s internal control rules.
