Obbligazione Halyk Savings Bank JSC 5.5% ( XS0867478124 ) in USD

Emittente Halyk Savings Bank JSC
Prezzo di mercato 100 USD  ▼ 
Paese  Kazakistan
Codice isin  XS0867478124 ( in USD )
Tasso d'interesse 5.5% per anno ( pagato 2 volte l'anno)
Scadenza 20/12/2022 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione JSC Halyk Savings Bank of Kazakhstan XS0867478124 in USD 5.5%, scaduta


Importo minimo 1 USD
Importo totale 750 000 000 USD
Cusip Y1R029BG4
Standard & Poor's ( S&P ) rating BB ( Non-investment grade speculative )
Moody's rating N/A
Descrizione dettagliata La JSC Halyk Savings Bank of Kazakhstan è la più grande banca del Kazakistan, offrendo una vasta gamma di servizi finanziari a privati e aziende.

The Obbligazione issued by Halyk Savings Bank JSC ( Kazakhstan ) , in USD, with the ISIN code XS0867478124, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 20/12/2022
The Obbligazione issued by Halyk Savings Bank JSC ( Kazakhstan ) , in USD, with the ISIN code XS0867478124, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.









PROSPECTUS

"BTA Bank" JSC
(a joint stock company incorporated in the Republic of Kazakhstan with registered number 39031900AO)
U.S.$750,000,000 5.50 per cent. Notes due 2022
____________________________________________________________________________________________
Application has been made by the Bank to list the Notes on the official list of the Luxembourg Stock Exchange (the
"Listing") and to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the
"Admission"). This Prospectus does not constitute a prospectus for the purposes of the Prospectus Directive.
The Listing and Admission apply to both Regulation S and Rule 144A Notes.
The terms and conditions of the Notes are set out in Schedule 1 (Terms and Conditions of the Notes).
This Prospectus has been prepared purely for listing purposes. In making an investment decision as regards
the Notes, prospective purchasers should rely upon their own examination of the Bank and the Notes.
The Notes are securities of a specialist nature and should only be bought and traded by persons who are particularly
knowledgeable in investment matters. See "Risk Factors" for a discussion of certain factors that should be
considered in connection with an investment in the Notes.
The Notes have not been nor will be registered under the Securities Act and may not be offered or sold within
the United States (as defined in Regulation S) except to certain QIBs in reliance on Rule 144A or pursuant to
another exemption from, or transaction not subject to, the registration requirements of the Securities Act.
The Notes are constituted by the Trust Deed between the Bank and the Trustee.
Notes distributed outside the United States in reliance on Regulation S to persons outside the United States who stated
that they were not U.S. Persons are represented by interests in the Unrestricted Global Note, in fully registered form,
without interest coupons attached, registered in the name of a nominee of, and deposited with, a common depositary
for Euroclear and Clearstream. Notes distributed to persons who stated that they were within the United States and
were either QIBs or Accredited Investors (together, "Eligible Investors") are represented by interests in the Restricted
Global Note, in fully registered form, without interest coupons attached, registered in the name of a nominee of, and
deposited with, a common depositary for Euroclear and Clearstream. Each Global Note (and any Note Certificates
issued in exchange therefor), as well as interests therein, is subject to certain restrictions on transfer contained in a
legend appearing on the face of such Global Note (or any such Note Certificates).
No person has been authorised by the Bank to give any information or make any representation other than those
contained in this Prospectus and the accompanying documents and, if given or made, such information or
representation must not be relied upon as having been so authorised.
Terms used herein and not otherwise defined have the meaning ascribed to them in "Key Terms and Definitions".




6 May 2013








IMPORTANT NOTICE
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THE NOTES MAY NOT BE
SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF
APPLICABLE LAW.
The Notes are subject to restrictions on transferability and resale and may not be transferred or
resold except in accordance with the Securities Act and other applicable securities laws,
pursuant to registration or an exemption therefrom. See "Issuance and Transfer Restrictions".
This Prospectus does not constitute a prospectus for the purposes of Article 5.3 of the Prospectus
Directive. This Prospectus was prepared for the purpose of giving information with regard to the Bank
and the Notes which, according to the particular nature of the Bank and the Notes, is necessary to
enable prospective purchasers to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Bank and of the rights attaching to the Notes. The
Bank, having taken all reasonable care to ensure that such is the case, accepts responsibility for the
information contained in this Prospectus. To the best of the knowledge of the Bank the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect
the import of such information.
This Prospectus does not constitute an offer of securities to the public in the United Kingdom. No
prospectus has been or will be approved in the United Kingdom in respect of the Notes.
Consequently this document is being distributed only to, and is directed at (a) persons who have
professional experience in matters relating to investments falling within article 19(1) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth
entities falling within article 49(2)(a) to (d) of the Order, and other persons to whom it may be
lawfully communicated, falling within article 49(1) of the Order (all such persons together being
referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on
this Prospectus or any of its contents. Persons into whose possession this Prospectus may come are
required by the Bank to inform themselves about and to observe such restrictions.
The Notes are only available to persons in member states of the European Economic Area (the
"EEA") who are "Qualified Investors" within the meaning of Article 2(1)(e) of the Prospectus
Directive, unless in any instance the Bank otherwise agrees. This Prospectus and its contents should
not be acted upon or relied upon in any member state of the EEA by persons who are not Qualified
Investors.
The Notes referred to herein may only be offered or sold in the Republic of Kazakhstan to institutions
or individuals in the Republic of Kazakhstan, including banks, brokers, dealer participants, pension
funds and collective investments institutions, as well as central government, large international and
supranational organisations, other institutional investors and other parties, including treasury
departments of commercial enterprises, which as an ancillary activity regularly invest in securities.
Further information with regard to restrictions on offers, sales and deliveries of the Notes and the
distribution of this Prospectus and other material relating to the Notes is set out under "Issuance and
Transfer Restrictions" and "Form of the Notes and Provisions Relating to Such Notes in Global
Form".
The distribution of this Prospectus and the distribution of the Notes may be restricted by law in certain
jurisdictions. The Bank makes no representation that this Prospectus or the Notes may be lawfully
distributed in any jurisdiction or assumes any responsibility for facilitating any such distribution.
Accordingly, neither this Prospectus nor any other offering material may be distributed or published,
and the Notes may not be distributed, in any jurisdiction, except under circumstances that will result
in compliance with all applicable laws and regulations. Persons into whose possession this Prospectus
may come must inform themselves about, and observe, any such restrictions on the distribution of this
Prospectus and the distribution of the Notes.


(i)





The information contained in this Prospectus has been prepared based upon information available to
the Bank. To the best of the Bank's knowledge, information and belief, the information contained in
this Prospectus is in accordance with the facts and does not omit anything likely to affect the import
of such information. The financial statements commencing at page F-1 have been prepared in
accordance with IFRS. The Bank has taken all reasonable steps to ensure that this Prospectus
contains the information reasonably necessary in the context of the issue of Notes. None of the
Bank's legal, financial or tax advisers, the Trustee or the Trustee's legal advisers have authorised the
contents of this Prospectus or any part of it, nor do they accept any responsibility for the accuracy,
completeness or reasonableness of the statements contained within it.
None of the Bank's legal, financial or tax advisers, the Trustee or the Trustee's legal advisers have
verified that the information contained in this Prospectus is in accordance with the facts and does not
omit anything likely to affect the import of such information and each of those persons expressly
disclaims any responsibility for such information.
This Prospectus may only be used for the purpose for which it has been published. No person is
authorised to give any information other than that contained in this Prospectus and the documents
referred to herein which are made available for inspection by the public.
Nothing contained in this Prospectus shall be deemed to be a forecast, projection or estimate of the
Bank's future financial performance except where otherwise specifically stated. This Prospectus
contains certain statements, statistics and projections that are, or may be, forward-looking. The
accuracy and completeness of all such statements, including, without limitation, statements regarding
the Bank's future financial position, strategy, plans and objectives for the management of future
operations, is not warranted or guaranteed. These statements typically contain words such as
"intends", "expects", "anticipates", "estimates" and words of similar import. By their nature,
forward-looking statements involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. Although the Bank believes that the expectations reflected
in such statements are reasonable, no assurance can be given that such expectations will prove to be
correct. There are a number of factors which could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements. These factors
include, but are not limited to, future revenues being lower than expected; increasing competitive
pressures in the industry; general economic conditions or conditions affecting demand for the
products offered by the Bank in the markets in which it operates being less favourable than expected.


(ii)





CONTENTS
Page No.
KEY TERMS AND DEFINITIONS ....................................................................................................... 1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .................................................. 9
FORWARD-LOOKING STATEMENTS ............................................................................................ 11
ENFORCEMENT OF FOREIGN JUDGMENTS ................................................................................ 13
OVERVIEW OF THE TERMS OF THE NOTES ................................................................................ 14
DISTRIBUTION OF THE NOTES ...................................................................................................... 17
RISK FACTORS ................................................................................................................................... 18
THE BANK ........................................................................................................................................... 37
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION .................................................................................................................. 75
SELECTED STATISTICAL AND OTHER INFORMATION ............................................................ 99
ASSET AND LIABILITY MANAGEMENT .................................................................................... 113
MANAGEMENT AND CORPORATE GOVERNANCE ................................................................. 129
RELATED PARTY TRANSACTIONS ............................................................................................. 142
PRINCIPAL SHAREHOLDERS ........................................................................................................ 146
THE BANKING SECTOR IN KAZAKHSTAN ................................................................................ 147
DESCRIPTION OF SHARE CAPITAL AND THE CHARTER ....................................................... 159
TAXATION ........................................................................................................................................ 161
ISSUANCE AND TRANSFER RESTRICTIONS ............................................................................. 163
FORM OF THE NOTES AND PROVISIONS RELATING TO SUCH NOTES IN GLOBAL FORM
............................................................................................................................................................ 166
ADDITIONAL INFORMATION ....................................................................................................... 171
Schedule 1 -- TERMS AND CONDITIONS OF THE NOTES ........................................................ 173
Schedule 2 -- INDEX TO FINANCIAL STATEMENTS ................................................................. F-1


(iii)





KEY TERMS AND DEFINITIONS
In this Prospectus:
"2010 Restructuring" means the restructuring and/or cancellation of KZT 1,715 billion (U.S$11.6
billion) of financial indebtedness of the Bank that was completed on 16 September 2010;
"2012 Restructuring" means the restructuring and/or cancellation of KZT 1,685 billion (U.S$11.2
billion) of financial indebtedness of the Bank that was completed on 6 February 2013;
"2018 Dollar Notes" means the U.S.$2,082,371,783 Senior Notes due 2018 of the Bank that were
cancelled pursuant to the 2012 Restructuring;
"2018 Notes" means the 2018 Dollar Notes and the 2018 Tenge Notes;
"2018 Tenge Notes" means the KZT 32,604,173,503 Senior Notes due 2018 of the Bank that were
cancelled pursuant to the 2012 Restructuring;
"Accredited Investor" means an accredited investor as defined in Rule 501(a) of Regulation D;
"Affiliate" of a person means a person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, that person;
"Agency Agreement" means the agency agreement dated 21 December 2012 between the Bank, the
Trustee, the Principal Paying and Transfer Agent, the Registrar and the other agents specified therein in
respect of the Notes;
"Agricultural State Finance Programme" means the KZT 120,000 million programme adopted by
the Government in November 2007 aimed at ensuring the stability and development of the
agricultural sector of the Kazakhstan economy;
"Alemcard" means limited liability partnership Alemcard established in 2002;
"ALCO" means the Bank's Asset and Liability Management Committee;
"Alliance Bank" means "Alliance Bank" JSC;
"AMT Bank" means AMT Bank limited liability company, formerly known as BTA Bank limited
liability company (Russia), which was formerly known as Slavinvestbank, a limited liability company
incorporated under the laws of the Russian Federation on 10 May 1994;
"Approved Stock Exchange" means a recognised stock exchange established in any member state of
the European Economic Area;
"ARO RFCA" means the Agency for Regulation of the Operations of the RFCA;
"Astana Finance" means "Astana Finance" JSC;
"Bank" means "BTA Bank" JSC;
"Bank Bonds" means the 9 per cent. bonds issued by the Bank in an aggregate amount of KZT 645
billion in March 2009 to Samruk-Kazyna in exchange for all of the SK Bonds;
"Banking Law" means the law of the Republic of Kazakhstan On Banks and Banking Activity in the
Republic of Kazakhstan dated 31 August 1995, as amended;
"Basel II" means the report titled "International Convergence of Capital Measurement and Capital
Standards: A Revised Framework" of the Basel Committee on Banking Supervision published in June
2004;


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"Basel III" means the report titled "A Global Framework for more Resilient Banks and Banking
Systems" of the Basel Committee on Banking Supervision published in December 2010;
"BIS Guidelines" means the guidelines adopted by the Basel Committee on Banking Regulations and
Supervisory Practices of the Bank for International Settlements;
"Board of Directors" or the "Board" means the board of directors of the Bank from time to time;
"BTA Armenia" means "BTA Bank" CJSC, a closed joint stock company incorporated under the
laws of the Republic of Armenia on 1 June 1991;
"BTA Belarus" means CJSC "BTA Bank" (Belarus), a closed joint stock company formed under the
laws of the Republic of Belarus on 25 April 2002;
"BTA Finance Luxembourg" means BTA Finance Luxembourg S.A. affiliated company of JSC BTA
Bank, a wholly-owned subsidiary of the Bank incorporated in Luxembourg on 5 January 2006;
"BTA Georgia" means Joint Stock Company "BTA Bank", a joint stock company incorporated under
the laws of Georgia on 14 March 2000;
"BTA Insurance" means "BTA Insurance" Subsidiary company of the BTA Bank" Joint Stock
Company, a joint stock company formed under the laws of Kazakhstan on 8 September 1998;
"BTA Ipoteka" means Subsidiary organisation of the "BTA Bank" Joint Stock Company "BTA
Ipoteka" Joint Stock Company, a joint stock company formed under the laws of Kazakhstan on 20
November 2000;
"BTA Kazan" means Joint Stock Commercial Bank BTA-Kazan (Tatarstan) (open joint stock
company), a joint stock company incorporated under the laws of the Russian Federation on 3 October
1991;
"BTA Kyrgyzstan" means CJSC BTA Bank (Kyrgyzstan), a closed joint stock company formed
under the laws of Kyrgyzstan on 2 December 1996;
"BTA Life" means "Subsidiary Life Insurance Company of the BTA Bank "BTA Life" Joint Stock
Company, a joint stock company formed under the laws of Kazakhstan on 22 July 1999;
"BTA/NBK Repo Transaction" means any securities repurchase or resale agreement, securities
borrowing agreement (or other agreement between the Bank and the NBK which is similar in legal and
commercial effect to any of the foregoing) pursuant to which liquidity is made available by the NBK to
the Bank against the SK Bonds;
"BTA Securities" means "BTA Securities" JSC, a joint stock company formed under the laws of
Kazakhstan on 17 October 1997;
"BTA Ukraine" means PJSC BTA Bank (Ukraine), formerly known as Ukrainian Credit and Trade
Bank, a public joint stock company created under the laws of Ukraine on 10 December 1992;
"Business Day" means any day other than a Saturday, Sunday or any other day which is a public
holiday in London, Almaty or New York City;
"BYR" means the Belarusian Rouble, the lawful currency of the Republic of Belarus;
"Charter" means the current charter of the Bank, adopted on 14 February 2013;
"CHF" means the Swiss Franc, the lawful currency of Switzerland;
"CIS" means the Commonwealth of Independent States;




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"Claimant" means any person with a claim against the Bank which was cancelled and/or restructured
pursuant to the 2012 Restructuring;
"Claimants' Meeting" means the meeting of the Claimants held on 5 December 2012 at which the
Restructuring Plan was approved;
"Clearstream" means Clearstream Banking, société anonyme;
"Common Depositary" means The Bank of New York Mellon in its capacity as book-entry
depositary for the Notes and any successor thereto;
"Competition Agency" means the Agency of the Republic of Kazakhstan for the Protection of
Competition;
"Conditions of the Notes" means the terms and conditions of the Notes as set out in Schedule 1
(Terms and Conditions of the Notes);
"Construction State Finance Programme" means the KZT 240 billion programme adopted by the
Government on 6 October 2007 aimed at providing financing for the completion of unfinished
facilities and creation of favourable living conditions for the population of Kazakhstan;
"Convention" means the 1958 New York Convention on Recognition and Enforcement of Arbitral
Awards;
"Corporate Governance Code" means the current corporate governance code of the Bank, adopted
on 14 February 2013;
"Court" means the Specialised Financial Court of Almaty;
"Damu Fund" means JSC Fund for Development of Entrepreneurship Damu;
"Damu-Regions State Finance Programme" means the State Programmes Damu-Regions 1 and
Damu Regions 2 adopted by the Government in 2008 and 2010, respectively, aimed at providing
financing to SMEs from the funds of local bodies for the acquisition of new, and the modernisation of
existing, material assets, the provision of working capital and the refinancing of existing loans made
to SMEs by the Bank or other credit organisations with respect to the restrictions under the terms of
the Programme.
"DBK" means the Development Bank of Kazakhstan;
"Depositary" means The Bank of New York Mellon as depositary in respect of the GDRs;
"Deposited Shares" means any Shares deposited by the Bank with the Depositary in respect of which
GDRs have been issued;
"Designated Financial Indebtedness" means the financial indebtedness of the Bank cancelled and/or
restructured pursuant to the 2012 Restructuring;
"Dollar OID Notes" means the U.S.$384,848,130 Fully Accreted Principal Amount of Original Issue
Discount Notes due 2021 of the Bank that were cancelled pursuant to the 2012 Restructuring;
"Dollar Subordinated Notes" means the U.S.$496,631,368 7.2 per cent. Subordinated Notes due
2025 of the Bank that were cancelled pursuant to the 2012 Restructuring;
"Drey" means Drey Associates Limited, a United Kingdom company;
"Drey Proceedings" means the legal proceedings initiated by the Bank as described in "The Bank --
Legal Proceedings -- Asset Recovery -- Drey Proceedings";
"DTC" means The Depository Trust Company of New York, a New York corporation;




3





"EBRD" means the European Bank for Reconstruction and Development;
"EEA" means the European Economic Area;
"Eligible Investor" means either an accredited investor or a QIB;
"Euro", "EUR" or "" means the lawful currency of the Member States of the European Union that
have adopted the single currency in accordance with the Treaty establishing the European Community,
as amended by the Treaty on the European Union and as further amended by the Treaty of
Amsterdam;
"Euro OID Notes" means the EUR 437,110,856 Fully Accreted Principal Amount of Original Issue
Discount Notes due 2021 of the Bank that were cancelled pursuant to the 2012 Restructuring;
"Euro Subordinated Notes" means the EUR 28,237,359 6.75 per cent. Subordinated Notes due 2025
of the Bank that were cancelled pursuant to the 2012 Restructuring;
"Euroclear" means Euroclear Bank SA/NV;
"Financial Statements" means the audited consolidated financial statements of the Bank as at and for
the years ended 31 December 2012, 2011 and 2010 contained in this Prospectus;
"First Kazakh Securitisation Company" means First Securitisation Company of Kazakhstan, a
public limited company formed under the laws of The Netherlands on 8 December 2005;
"Fitch" means Fitch Ratings Ltd.;
"FMSA Methodology" means unaudited IFRS adjusted to reflect the requirements of the FMSA and
its successor, the FMSC, for the preparation of financial statements for regulatory purposes;
"FMSA" means the Agency of the Republic of Kazakhstan on the Regulation and Supervision of the
Financial Market and Financial Organisations, the predecessor to the FMSC;
"FMSC" means the Committee for the Control and Supervision of the Financial Market and Financial
Organisations of the National Bank of Kazakhstan, the successor to the FMSA;
"GDP" means the gross domestic product of Kazakhstan;
"GDR Holder" means any person holding a GDR from time to time;
"GDRs" means global depositary receipts relating to Deposited Shares;
"General Meeting of Shareholders" means a general meeting of the Shareholders of the Bank;
"Global Note" means either the Restricted Global Note or the Unrestricted Global Note;
"Government" means the government of the Republic of Kazakhstan;
"Group" means the Bank and each of its Subsidiaries from time to time;
"IFRS" means International Financial Reporting Standards as promulgated by the International
Accounting Standards Board;
"IMF" means the International Monetary Fund;
"Independent Directors" means the independent directors of the Bank;
"Insurance Company London-Almaty" means JSC Subsidiary of JSC BTA Bank London-Almaty,
established on 20 November 1997;
"JPY" means the Japanese Yen, the lawful currency of Japan;




4





"JSC Law" means the Law of the Republic of Kazakhstan On Joint Stock Companies dated 13 May
2003, as amended;
"KASE" means the Kazakhstan Stock Exchange;
"Kazakhstan" means the Republic of Kazakhstan;
"KCD" means Joint Stock Company Central Securities Depositary, a central depositary in
Kazakhstan;
"KDIF" means Joint Stock Company Kazakhstan Deposit Insurance Fund;
"LIBOR" means the London Inter-Bank Offered Rate as determined by the British Bankers'
Association;
"Management Board" means the management board of the Bank from time to time;
"Model Insolvency Law" means the 1997 UNCITRAL Model Law on Cross-Border Insolvency;
"Moody's" means Moody's Investors Service, Inc.;
"Mortgage State Finance Programme" means the KZT 120 billion programme adopted by the
Government in February 2009 aimed at reducing the current interest rate on mortgage loans to 9 per
cent. for social loans and 11 per cent. for other types of loans, converting foreign currency loans into
Tenge and extending loan maturities up to 20 years;
"National Management Holding Companies" means Samruk-Kazyna and JSC National
Management Holding KazAgro;
"NBK" means the National Bank of Kazakhstan, the central bank of Kazakhstan;
"non-Kazakhstan holders" has the meaning as set out in "Taxation";
"Note Certificate" means a Restricted Note Certificate or an Unrestricted Note Certificate;
"Noteholder" means a holder of some, or as the case may be, all of the Notes;
"Notes" means the U.S.$750,000,000 5.50 per cent. Notes due 2022 of the Bank;
"NSA" means the National Statistics Agency of Kazakhstan;
"OECD" means the Organisation for Economic Co-operation and Development;
"OID Notes" means the Dollar OID Notes and the Euro OID Notes;
"Principal Paying and Transfer Agent" means The Bank of New York Mellon, London Branch;
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State;
"QIBs" means qualified institutional buyers, as defined in Rule 144A under the Securities Act;
"Qualified Investors" means qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive;
"Qualified Majority" means in respect of a relevant matter at a General Meeting of Shareholders that
the matter requires the approval of not less than three quarters of the total number of voting Shares;
"RCTFF" means the Revolving Committed Trade Finance Facility provided under the RCTFF
Agreement;




5





"RCTFF Agent" means The Royal Bank of Scotland plc;
"RCTFF Agreement" means the agreement dated 25 August 2010 between the Bank, the RCTFF
Agent, The Royal Bank of Scotland plc as security agent and the RCTFF Lenders setting out the terms
of the RCTFF, as amended and restated by supplemental deeds of amendment and restatement dated
30 March 2012, 30 November 2012 and 21 December 2012 and as further amended or supplemented
from time to time;
"RCTFF Lender" or "Lender" means a "Lender" as defined in the RCTFF Agreement;
"Recovery Units" means the U.S.$5,221,494,216 aggregate initial Reference Amount of Recovery
Units of the Bank that were cancelled pursuant to the 2012 Restructuring;
"Registrar" means The Bank of New York Mellon (Luxembourg) S.A. as registrar under the Notes;
"Regulation D" means Regulation D under the Securities Act;
"Regulation S" means Regulation S under the Securities Act;
"Restricted Global Note" means a permanent global note representing beneficial interests in Notes
offered and issued to QIBs or Accredited Investors or subsequently sold in reliance on Rule 144A;
"Restricted Note Certificate" means a note certificate in definitive form which may be issued by
Euroclear and/or Clearstream in exchange for an interest in the Restricted Global Note in accordance
with the Conditions of the Notes;
"Restructuring Law" means the Law of the Republic of Kazakhstan dated 11 July 2009 On
Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan on Money
Payments and Transfers, Accounting and Financial Reporting of Financial Organisations, Banking
Activities, and Activities of the National Bank of Kazakhstan;
"Restructuring Plan" means the plan to restructure the Designated Financial Indebtedness between
the Bank and the Claimants approved by the Shareholders on 3 December 2012, at the Claimants'
Meeting on 5 December 2012 and by the Court on 13 December 2012;
"RFCA" means the Regional Financial Centre of Almaty;
"RUB" means Russian Roubles, the lawful currency of the Russian Federation;
"Rule 144A" means Rule 144A under the Securities Act;
"S&P" means Standard & Poor's Rating Services, a division of The McGraw Hill Companies;
"Samruk-Kazyna" means joint-stock company Sovereign Wealth Fund "Samruk-Kazyna";
"Second Kazakh Securitisation Company" means Second Securitisation Company of Kazakhstan, a
public limited company formed under the laws of The Netherlands on 25 September 2007;
"Securities Act" means the United States Securities Act of 1933, as amended;
"Sekerbank" means ekerbank T.A.., a bank incorporated under the laws of Turkey;
"Shareholder" means a registered holder of Shares;
"Shares" means the common shares of the Bank;
"SK Bonds" means bonds issued by Samruk-Kazyna in a total principal amount of KZT 645 billion,
each with a denomination of KZT 1,000, and which Samruk-Kazyna issued in March 2009 and sold to
the Bank in consideration for the issue by the Bank and sale to Samruk-Kazyna of the Bank Bonds with
identification numbers KZP01Y16D391, KZP02Y16D399, KZP03Y16D397, KZP04Y16D395,
KZP05Y16D392, KZP06Y16D390, KZP07Y16D398, KZP08Y16D396, KZP09Y16D394,




6