Obligation Forté Banque 10.5% ( XS0495755562 ) en USD

Forté Banque

100 % ▲

Kazakhstan

XS0495755562 ( en USD )

10.5% par an ( paiement semestriel )

25/03/2017 - Obligation échue

Prospectus brochure de l'obligation ForteBank XS0495755562 en USD 10.5%, échue

100 USD

615 138 114 USD

ForteBank est une banque commerciale ukrainienne offrant une gamme de services bancaires aux particuliers et aux entreprises, notamment des services de dépôt, de prêt, de paiement et de gestion de patrimoine.

L'Obligation émise par Forté Banque ( Kazakhstan ) , en USD, avec le code ISIN XS0495755562, paye un coupon de 10.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/03/2017

PROSPECTUS

JSC Alliance Bank
(a joint stock company incorporated in the Republic of Kazakhstan with registered number 4241-1900-AO)
U.S.$615,138,114 10.5 per cent. Notes due 2017;
U.S.$978,059 5.8 per cent. Notes due 2020; and
U.S.$219,343,079 4.7 per cent. Notes due 2020 bearing interest at LIBOR plus 8.5 per cent. from 2017.
_______________________________________________________________________________________________
Terms used herein and not otherwise defined have the meaning ascribed to them in "Key Terms and Definitions".
Pursuant to the Restructuring Plan of JSC Alliance Bank approved by the Claimants' Meeting on 15 December 2009, the Claimants agreed with
the Bank to restructure the Designated Financial Indebtedness by way of cancelling relevant Claims in exchange for the New Notes and other
Entitlements. The New Notes were issued to each eligible Claimant in accordance with the Restructuring Plan and the Allocation and
Reallocation of Claims Mechanism.
The Terms and Conditions of the New Notes are set out in Schedule 1 (Terms and Conditions of the New Notes).
The New Notes were issued pursuant to the New Notes Trust Deed between the Bank and BNY Corporate Trustee Services Limited as trustee
(the "Trustee", which expression includes all persons for the time being appointed as trustee for the holders of the New Notes under the New
Notes Trust Deed).
The New Notes involve a high degree of risk. See "Risk Factors".
The Bank has applied to the Commission de Surveillance du Secteur Financier, in its capacity as the competent authority in Luxembourg, for the
approval of this Prospectus as a prospectus issued in compliance with the Prospectus Directive 2003/71/EC. The Bank has also applied for the
New Notes to be admitted to the official list of the Luxembourg Stock Exchange and traded on the Bourse de Luxembourg, which is the
regulated market in Luxembourg (the "Market"). In this Prospectus, references to "regulated market" shall mean a regulated market for the
purposes of European Parliament and Council Directive 2004/39/EC. This Prospectus constitutes a prospectus in respect of the Discount Dollar
Notes and the Par Dollar Notes for the purpose of the Luxembourg law dated 10 July 2005 on Prospectuses for Securities. This Prospectus also
constitutes a prospectus in respect of the Recovery Notes for the purpose of the Luxembourg law dated 10 July 2005 on Prospectuses for
Securities.
Delivery of the New Notes was made on 26 March 2010 (the "Closing Date"). The New Notes were delivered in book-entry form through the
facilities of Euroclear and Clearstream, Luxembourg and each series is represented by one or more global notes in registered form registered in
the name of a common depositary for Euroclear and Clearstream, Luxembourg, or a nominee thereof.
New Notes distributed outside the United States in reliance on Regulation S to persons who are not U.S. Persons are represented by interests in
an Unrestricted Global Note, in definitive fully registered form, without interest coupons attached, which was registered in the name of a
nominee of, and deposited with, a common depositary for Euroclear and Clearstream, Luxembourg. New Notes allocated to Eligible Investors
are represented by interests in a Restricted Global Note, in fully registered form, without interest coupons attached, which was registered in the
name of a nominee of, and deposited with, a common depositary for Euroclear and Clearstream, Luxembourg. Each Restricted Global Note (and
any Note Certificates issued in exchange therefor) is subject to certain restrictions on transfer contained in a legend appearing on the face of such
Note as set forth under paragraph (4) in "Issuance and Transfer Restrictions". The New Notes have not been and will not be registered under
the Securities Act of 1933, as amended (the "Securities Act").
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.
This Prospectus is available on the website of the Luxembourg Stock Exchange at www.bourse.lu.
25 June 2010

IMPORTANT NOTICE
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITY. NONE OF THE NEW NOTES
SHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
The New 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 constitutes a prospectus for the purpose of Article 5.3 of the Prospectus Directive and
for the purpose of giving information with regard to the Bank and the New Notes which, according to
the particular nature of the Bank and the New Notes, is necessary to enable investors 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 New Notes. The Bank (the "Responsible Person") 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 New 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 document 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 New 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 expression "Prospectus Directive" means Directive 2003/71/EC and includes any
relevant implementing measure in each relevant member state.
The New Notes referred to herein may only be distributed 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 New Notes and the distribution of this Prospectus and other material relating to the New Notes is
set out under "Issuance and Transfer Restrictions" and "Form of the New Notes Denominated in
Dollars and Provisions Relating to Such Notes in Global Form".
The distribution of this Prospectus and the distribution of New Notes may be restricted by law in
certain jurisdictions. The Bank makes no representation that this Prospectus or the New 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 none of the New Notes may be distributed, in any jurisdiction, except under
circumstances that will result in compliance with all applicable laws and regulations. Persons into

i

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 New Notes.
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 New Notes. None of the
Bank's legal, financial or tax advisers, the members of the Steering Committee, the Steering
Committee's legal, financial or tax advisers, the Trustee or the Trustee's legal advisors 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 advisors 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.
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.
The Management Board of the Bank has approved the contents of this Prospectus.

(ii)

CONTENTS
Page No.
KEY TERMS AND DEFINITIONS.......................................................................................................1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ...............................................10
FORWARD-LOOKING STATEMENTS ............................................................................................14
EXCHANGE RATES AND EXCHANGE CONTROLS ....................................................................16
ENFORCEMENT OF FOREIGN JUDGMENTS ................................................................................18
SUMMARY..........................................................................................................................................19
RISK FACTORS ..................................................................................................................................33
CAPITALISATION..............................................................................................................................53
THE BANK ..........................................................................................................................................54
SELECTED CONDENSED CONSOLIDATED FINANCIAL DATA ...............................................81
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION...............................................................................................................87
SELECTED STATISTICAL AND OTHER INFORMATION .........................................................105
ASSET AND LIABILITY MANAGEMENT ....................................................................................136
MANAGEMENT AND CORPORATE GOVERNANCE .................................................................142
RELATED PARTY TRANSACTIONS.............................................................................................153
PRINCIPAL SHAREHOLDERS .......................................................................................................157
THE BANKING SECTOR IN KAZAKHSTAN................................................................................159
TAXATION........................................................................................................................................168
ISSUANCE AND TRANSFER RESTRICTIONS.............................................................................173
FORM OF THE NEW NOTES AND PROVISIONS RELATING TO SUCH NOTES IN
GLOBAL FORM.............................................................................................................................177
THE ASSET POOL FOR THE RECOVERY NOTES ......................................................................182
ADDITIONAL INFORMATION.......................................................................................................192
SCHEDULE 1 -- TERMS AND CONDITIONS OF THE NEW NOTES........................................195
ANNEX 1 -- TERMS AND CONDITIONS OF THE DISCOUNT DOLLAR NOTES ..................196
ANNEX 2 -- TERMS AND CONDITIONS OF THE PAR DOLLAR NOTES...............................216
ANNEX 3 -- TERMS AND CONDITIONS OF THE RECOVERY NOTES ..................................238
INDEX TO FINANCIAL STATEMENTS ........................................................................................ F-1

KEY TERMS AND DEFINITIONS
In this Prospectus:
"2008 Annual Financial Statements" means the audited consolidated financial statements of the
Bank as at and for the year ended 31 December 2008;
"2009 Annual Financial Statements" means the audited consolidated financial statements of the
Bank as at and for the year ended 31 December 2009;
"31 May 2009 Net Book Value" means the outstanding amount of a loan or related asset minus the
provisions applicable to such loan or asset, each calculated in accordance with the FMSA rules
applicable on 31 May 2009, and as set out in the Recovery Notes Balance Sheet;
"Accredited Investor" means an accredited investor as defined in Rule 501(a) of Regulation D under
the Securities Act;
"Adjusted IFRS" means International Financial Reporting Standards adjusted to reflect the FMSA's
requirements for the preparation of financial statements for regulatory purposes;
"Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, the person specified;
"ALB Finance" means ALB Finance B.V., a wholly owned subsidiary of the Bank incorporated in
the Netherlands;
"ALCO" means the Bank's Asset Liability Management Committee;
"Alliance Finance" means LLC "Alliance Finance", a wholly owned subsidiary of the Bank
incorporated in Russia;
"Alliance Policy" means JSC Insurance Company "Alliance Policy";
"Alliance Undertaking" means the deed poll executed by the Bank on 19 March 2010 covering,
among other things, the Bank's covenant to comply with the New Charter;
"Allocation and Reallocation of Claims Mechanism" means the procedure by which Claims were
allocated and reallocated into the various Options available to Claimants pursuant to the
Restructuring.
"Approval Date" means 15 December 2009, being the date of the Claimants' Meeting at which the
Restructuring Plan was approved by the Claimants;
"Asset Pool" means the assets from which the Recoveries are derived;
"Bad Bank" means the non-performing loans of the Bank segregated notionally into a "bad bank";
"Bank" means JSC Alliance Bank or, where the context so requires, JSC Alliance Bank and its
consolidated subsidiaries;
"Bank Bonds" means KZT 105,000 million of the Bank's bonds, each with a denomination of
KZT 1,000, which the Bank sold to Samruk-Kazyna in exchange for all of the Samruk-Kazyna Bonds;
"Banking Law" means the law of the Republic of Kazakhstan on Banks and Banking Activity dated
31 August 1995, as amended;
"Bankruptcy Law" means the law of the Republic of Kazakhstan on Bankruptcy dated 21 January
1997, as amended;
"Basel Accord" means the 1988 Capital Accord adopted by the Basel Committee on Banking
Supervision, then known as the Basel Committee on Banking Regulations and Supervisory Practice;

1

"Basel II" means the report titled "International Convergence of Capital Measurement and Capital
Standards: A Revised Framework" of the Basel Committee on Banking Supervision;
"Board of Directors" or the "Board" means the board of directors of the Bank from time to time;
"BIS" means the Bank for International Settlements;
"BIS Guidelines" means the guidelines adopted by the Basel Committee on Banking Regulations and
Supervision Practices of the Bank for International Settlements;
"BTA Bank" means JSC "BTA Bank";
"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;
"Cause of Action" means any and all statutory, legal or equitable cause or causes of action, whether
to be capable of being enforced in the Republic of Kazakhstan, the United Kingdom or in any other
jurisdiction, that are or may be available to the Bank against any Person in relation, directly or
indirectly, to the T-Bill Strips Transactions;
"CIS" means the Commonwealth of Independent States;
"Claim" means any claim, now cancelled on the Bank or its Subsidiaries which arose out of any
Designated Financial Indebtedness;
"Claimant" means any person who, prior to the distribution of New Notes and other Entitlements,
had a Claim on the Bank, ALB Finance or Alliance Finance;
"Claimants' Meeting" means the meeting of Claimants held on 15 December 2009 convened in
accordance with the Order to consider and, if thought fit, approve the Restructuring Plan, including
any adjournment thereof;
"Clearing System" means each or both of Euroclear or Clearstream, as appropriate;
"Clearstream" means Clearstream Banking, société anonyme, Luxembourg;
"Collection Account" means the account established pursuant to the Recovery Notes;
"Common Depositary" means common depositary for Euroclear and Clearstream in its capacity as
book-entry depositary for the New Notes and any successor thereto;
"Common Shares" means the common shares in the capital of the Bank (including, where
appropriate, GDRs in respect thereof);
"Competition Agency" means the Agency of the Republic of Kazakhstan for Protection of
Competition;
"Connected Person" means a present or former director, officer, member of senior management of
the Bank or the owner or former owner (directly or indirectly) of more than 10 per cent. of the Shares;
"Corporate and SME Pool" the pool of corporate and SME loans from which recoveries are derived
for the purposes of the Recovery Notes;
"Corporate and SME Pool Cash Recoveries" means any and all cash amounts actually recovered by
the Bank in respect of each loan in the Corporate and SME Pool over and above the Net Book Value
of each such loan including, but not limited to, interest and principal payments, penalties, settlements
and cash proceeds from assets, acquired by the Bank directly or indirectly through litigation,
settlement, auction or compromise;
"Court" means the Specialised Financial Court of the Regional Financial Centre of Almaty;

2

"Creditor Director" means the member of the Bank's Board of Directors nominated by the Finance
Creditors;
"Creditor Shareholders" means Claimants who received Common Shares in the Bank pursuant to
the Restructuring Plan (or after the Restructuring Date, convert Preference Shares received by them
pursuant to the Restructuring Plan into Common Shares);
"CS Director" means the member of the Bank's Board of Directors nominated by the Creditor
Shareholders;
"Damu Fund" means JSC Fund for Development of Entrepreneurship Damu;
"DBK" means the Development Bank of Kazakhstan;
"Deposit Agreement" means the agreement dated 1 February 2009 between the Bank and
Samruk-Kazyna regarding a KZT 24,000 million deposit placed with the Bank by Samruk-Kazyna to
support the Bank's financial stability and liquidity;
"Designated Financial Indebtedness" means all financial indebtedness of the Bank and its
Subsidiaries cancelled pursuant to the Restructuring Plan;
"Discount Dollar Notes" means the notes denominated in U.S. Dollars issued by the Bank as set out
in Schedule 1 (Terms and Conditions of the New Notes), Annex 1 (Terms and Conditions of the
Discount Dollar Notes);
"Discount Notes" means Discount Dollar Notes and Discount Tenge Notes;
"Discount Tenge Notes" means the notes denominated in Tenge with a 7-year tenure issued by the
Bank pursuant to the Restructuring;
"EBRD" means the European Bank for Reconstruction and Development;
"EEA" means the European Economic Area;
"Entitlement" means the entitlement to cash, New Notes and/or Shares of each Claimant (other than
as regards Trade Finance Debt and Samruk-Kazyna) pursuant to the terms of the Restructuring Plan;
"Euro" 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;
"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear system;
"Finance Creditors" means Claimants who received New Notes and/or Shares in consideration for
the cancellation of their Claims pursuant to the Restructuring Plan;
"Financial Statements" means the 2008 Annual Financial Statements, the 2009 Annual Financial
Statements and the Interim Financial Statements;
"Fitch" means Fitch Ratings Ltd.;
"FMSA" means the Agency of the Republic of Kazakhstan for Regulation and Supervision of
Financial Markets and Financial Organisations;
"FMSA Agreement" means the agreement between the Bank and the FMSA dated 28 April 2009, as
amended;
"FMSA Asset Classification Rules" means the rules of asset classification issued by FMSA, dated
21 December 2006;
"GDP" means the gross domestic product of Kazakhstan;

3

"GDRs" means global depositary receipts;
"Global Note" means either a Restricted Global Note or an Unrestricted Global Note;
"Government" means the government of the Republic of Kazakhstan;
"Government Funding" means (i) the Bank's Indebtedness to the Government or any of its agencies
to fund or support state-sponsored lending programmes (determined using the classification
methodology used in preparing Note 18 to the unaudited interim financial statements of the Bank for
the six-month period ended 30 June 2009) plus (ii) any of the Bank's customer accounts of the
Government or any of its agencies placed with the Bank to fund or support state-sponsored lending
programmes (determined using the classification methodology used in Note 22 to the unaudited
interim financial statements of the Bank for the six-month period ended 30 June 2009);
"Homogeneous Retail Loans Portfolios" means pools of individual Retail Loans grouped in
accordance with the FMSA rules and the Bank's internal documentation, and a list of which is set out
in the definition of Retail Pool;
"IFRS" means the International Financial Reporting Standards;
"IMF" means the International Monetary Fund;
"IMF Charter" means the charter of the International Monetary Fund;
"Implementation Agreement" means the agreement dated 2 February 2009 entered into between
SAFC, Samruk-Kazyna, the Bank and Mr. Margulan Seisembayev, by which Samruk-Kazyna agreed
to purchase 76 per cent. of the Bank's voting shares and measures were taken to stabilise the Bank
and increase its capitalisation;
"Indebtedness" means any obligation (whether incurred as principal or as surety) for the payment or
repayment of money, whether present or future, actual or contingent;
"Industrial Innovation Programme" means the programme of the Kazakhstan Government
proposed to be implemented over a five-year period beginning in 2010 aimed at developing new
industries, industrial complexes and innovative products;
"Interim Financial Statements" means the unaudited interim financial statements of the Bank for the
three-month period ended 31 March 2010 which were prepared in accordance with IFRS but which do
not comply with the requirements of IAS 34.8;
"Islamic Finance Instruments" means debt instruments governed by documentation using Sharia
principles;
"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;
"KDIF" means the Kazakhstan Deposit Insurance Fund;
"LIBOR" means the London Inter-Bank Offered Rate as determined by the British Bankers'
Association;
"Litigation Recoveries" means any and all amounts (including all costs, interests and taxes) actually
recovered by the Bank directly or indirectly as a result of any judgment, award, compromise or
settlement relating to any Proceedings, insurance claim or otherwise in connection with or arising out
of the Causes of Action, whether a cash sum or any other amount realised by the Bank as a result of a

4

sale, auction, enforcement process or other disposal by or on behalf of the Bank of any asset, right,
claim or security received by the Bank in connection with the Causes of Action;
"Management Board" means the management board of the Bank from time to time;
"Memorandum of Understanding" means the memorandum of understanding between the Bank and
the Steering Committee dated 6 July 2009 with respect to the Restructuring and the Options;
"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 120,000 million programme adopted by the
Kazakhstan Government in February 2009 aimed at reducing the current interest rate on mortgage
loans to between 9 and 11 per cent., converting foreign currency loans into Tenge and extending loan
maturities up to 20 years;
"NBK" means the National Bank of Kazakhstan;
"Net Book Value" means the outstanding amount of a loan minus the provisions, each calculated in
accordance with the FMSA rules;
"New Charter" means the new charter of the Bank adopted in conjunction with the Restructuring;
"New Corporate Governance Code" means the new corporate governance code of the Bank adopted
in conjunction with the Restructuring;
"New Notes" means the Discount Dollar Notes, the Par Dollar Notes and the Recovery Notes;
"New Notes Trust Deed" means the trust deed constituting the New Notes;
"Note Certificates" means Restricted Note Certificates and Unrestricted Global Note Certificates;
"Noteholder" means a holder of any of the New Notes;
"NSA" means Kazakhstan's National Statistics Agency;
"Option" means one of the options which were available to Claimants other than Trade Finance
Creditors and Samruk-Kazyna in consideration for the cancellation or restructuring of their Claims
under the Restructuring Plan;
"Par Dollar Notes" means the notes issued by the Bank denominated in U.S. Dollars as set out in
Schedule 1 (Terms and Conditions of the New Notes), Annex 2 (Terms and Conditions of the Par
Dollar Notes);
"Par Notes" means Par Dollar Notes and Par Tenge Notes;
"Par Tenge Notes" means the notes issued by the Bank denominated in Tenge with a 10-year tenure
pursuant to the Restructuring;
"PIL" means personal instalment loans;
"Pledge Agreement" means the pledge agreement dated 2 February 2009 between Samruk-Kazyna
and SAFC regarding the pledge of 76 per cent. of the Bank's voting shares to Samruk-Kazyna;
"POS" means point of service;
"Preference Shares" means preference shares in the capital of the Bank (including, where
appropriate, GDRs in respect thereof) which are convertible into Common Shares on a 1:1 basis;
"Principal Paying Agent" means The Bank of New York Mellon;

5

"Proceeding" means any process, action, or other legal proceeding (including, without limitation, any
demand, arbitration, alternative dispute resolution, judicial review, adjudication, execution, seizure,
distraint, forfeiture, re-entry, lien, enforcement of judgment or enforcement of any security);
"Processing Industries Support Programme" means the programme launched by the Kazakhstan
Government in October 2009 to provide loans to borrowers in the processing industry;
"Prospectus Directive" means Directive 2003/7I/EC of the European Parliament and of the Council
on the prospectus to be published when securities are offered to the public or admitted to trading and
amending Directive 2001/34/EC;
"QIBs" means qualified institutional buyers, as defined in Rule 144A under the Securities Act;
"Recoveries" means Corporate and SME Pool Cash Recoveries, Tax Assets and Litigation
Recoveries, determined on a gross, pre-tax and asset-by-asset basis (by reference to financial
statements specifically prepared in accordance with Adjusted IFRS for the purposes of tracking the
Recoveries);
"Recovery Notes" means the notes issued by the Bank, the terms and conditions of which are set out
in Schedule 1 (Terms and Conditions of the New Notes), Annex 3 (Terms and Conditions of the
Recovery Notes);
"Recovery Notes Balance Sheet" means the balance sheet as at 31 May 2009 specially prepared by
the Bank in accordance with Adjusted IFRS for the purpose of tracking the Recoveries;
"Registrar" means each of The Bank of New York Mellon and The Bank of New York Mellon
(Luxembourg) S.A.;
"Regulation D" means Regulation D under the Securities Act;
"Regulation S" means Regulation S under the Securities Act;
"Related Parties" means all Affiliates of the Bank or a Connected Person except for ALB Finance,
Alliance Finance and Samruk-Kazyna;
"Restricted Global Note" means a permanent global note representing beneficial interest in New
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 or Clearstream, Luxembourg in exchange for a Restricted Global Note in accordance with
the Conditions of the relevant New Notes;
"Restructuring" means the overall restructuring and/or cancellation of certain of the debts and other
financial obligations of the Bank, ALB Finance and Alliance Finance pursuant to, inter alia, the
Restructuring Plan;
"Restructuring Date" means 26 March 2010;
"Restructuring Documentation" means the Samruk-Kazyna Undertaking, the Alliance Undertaking,
the New Notes Trust Deed, the terms and conditions of the Discount Tenge Notes, the Par Tenge
Notes and the Subordinated Tenge B Notes, the security documents in respect of the Recovery Notes,
the agency agreement in respect of the New Notes and the New Charter;
"Restructuring Law" means the Law of the Republic of Kazakhstan No. 18S-IV ZRK dated 11 July
2009 on Amendments and Additions to Certain Legislative Acts on Money Payments and Transfers,
Accounting and Financial Reporting, Banking Activities, the National Bank of Kazakhstan and Other
Legislation;

6