Article 72-1. A major participant in the investment portfolio management Law on the Securities Market

Home / RLA / Article 72-1. A major participant in the investment portfolio management Law on the Securities Market

1. No person, independently or jointly with another (other) person(s), may (may) directly or indirectly own, use and (or) dispose of ten or more percent of the outstanding (minus preferred and repurchased) shares of an investment portfolio manager, and also have control or the ability to influence decisions made by the investment portfolio manager in the amount of ten percent or more of the outstanding (minus preferred and repurchased) shares of the investment portfolio manager without obtaining the prior written consent of the authorized body. Non-resident legal entities of the Republic of Kazakhstan may obtain the consent of the authorized body to acquire the status of a major participant managing an investment portfolio if they have the minimum required rating from one of the rating agencies. The minimum required rating and the list of rating agencies are established by a regulatory legal act of the authorized body.

This rating is not required for a non-resident legal entity of the Republic of Kazakhstan that indirectly owns ten or more percent of the voting shares of an investment portfolio manager or indirectly votes ten or more percent of the voting shares of an investment portfolio manager through ownership (voting) of shares (stakes in the authorized capital) of a non-resident legal entity of the Republic of Kazakhstan that is a major participant investment portfolio manager, directly owning ten or more percent of the outstanding (minus preferred and repurchased) shares of the investment portfolio manager or having the opportunity to vote with ten or more percent of the voting shares of the investment portfolio manager having the minimum required rating.

1-1. A non-resident legal entity of the Republic of Kazakhstan may be a shareholder of an investment portfolio manager responsible for the trust management of pension assets, provided that there is a minimum required rating from one of the rating agencies. The minimum required rating and the list of rating agencies are established by a regulatory legal act of the authorized body.

The ownership share of a non–resident individual of the Republic of Kazakhstan in shares of an investment portfolio manager responsible for the trust management of pension assets may not exceed ten percent of the total number of voting shares of an investment portfolio manager responsible for the trust management of pension assets.

2. Shareholders who collectively own ten percent or more of the outstanding (minus preferred or repurchased) or voting shares of the investment portfolio manager and act on the basis of an agreement concluded between them providing for their decision-making on the following issues are not major participants in the investment portfolio manager.:

1) convening an extraordinary general meeting of shareholders or filing a lawsuit to convene it if the Board of directors refuses to convene the general meeting of shareholders;

2) inclusion of additional issues in the agenda of the general meeting of Shareholders;

3) convening a meeting of the Board of Directors;

4) conducting an audit of the investment portfolio manager at his own expense.

2-1. The requirements for obtaining the status of a major participant in an investment portfolio manager do not apply to the state, as well as to a person recognized as indirectly owning (having the ability to vote, determine decisions and (or) influence decisions made by virtue of an agreement or otherwise) shares of an investment portfolio manager through ownership (having the ability to vote, determine decisions and (or) to influence decisions made by virtue of a contract or otherwise) by shares:

another financial institution that has the status of a major participant in the specified investment portfolio manager;

another legal entity, which, in accordance with paragraph 5-1 of Article 2 of the Law of the Republic of Kazakhstan dated June 21, 2013 "On Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan on pension provision," does not require the consent of the authorized body to acquire the status of a major participant.

3. The rules for issuing and revoking consent to acquire the status of a major participant in an investment portfolio manager, and the requirements for documents submitted to obtain such consent are determined by the authorized body.

4. In order to obtain consent, a person wishing to become a major participant in an investment portfolio manager must submit to the authorized body an application for acquiring the status of a major participant in an investment portfolio manager, accompanied by the documents and information specified in paragraphs 6 to 10 of this article.

5. Large participants of the investment portfolio manager – individuals pay for shares of the investment portfolio manager in an amount not exceeding the value of the property owned by them. In this case, the value of the property (minus the value of the previously acquired shares of the investment portfolio manager) must not be less than the total value of the previously acquired and acquired shares of the investment portfolio manager.

6. To obtain consent to acquire the status of a major participant managing an investment portfolio, an individual submits the following documents:

1) copies of documents confirming the procedure and conditions for the acquisition of shares.

The sources used to purchase shares of an investment portfolio manager are:

income earned from entrepreneurial, labor, or other paid activities;

the applicant's monetary savings, documented.

In addition to the sources specified in part two of this subparagraph, money received in the form of donations, winnings, and income from the sale of gratuitously received property may be used to purchase shares of the investment portfolio manager in an amount not exceeding twenty-five percent of the value of the purchased shares of the investment portfolio manager.

When acquiring shares of an investment portfolio manager at the expense of property received as a gift, the applicant submits information about the donor and the sources of origin of the specified property from the donor.;

2) excluded by the Law of the Republic of Kazakhstan dated 25.11.2019 No. 272-VI (effective ten calendar days after the date of its first official publication);

3) information on legal entities in which it is a major participant, in the form provided for by the regulatory legal act of the authorized body;

4) a recapitalization plan for the investment portfolio manager in the event of a possible deterioration in the financial situation of the investment portfolio manager;

5) excluded by the Law of the Republic of Kazakhstan dated 25.11.2019 No. 272-VI (effective ten calendar days after the date of its first official publication);

6) information on income and property, as well as information on existing debts for all obligations of the applicant in accordance with the form established by the regulatory legal act of the authorized body, and an individual resident of the Republic of Kazakhstan also has a copy of the assets and liabilities declaration notarized or certified by the state revenue authority, submitted in accordance with the procedure established by the tax legislation of the Republic of Kazakhstan., – within thirty calendar days preceding the date of submission to the authorized body of an application for acquiring the status of a major participant in an investment portfolio manager, and a notarized or certified copy of the income and property declaration submitted by the state revenue authority in accordance with the procedure and deadlines established by the tax legislation of the Republic of Kazakhstan.

Information in the declaration of assets and liabilities is indicated on the first day of the month of the submission of the declaration of assets and liabilities;

7) brief information about the applicant in the form prescribed by the regulatory legal acts of the authorized body, including information about education, employment, and impeccable business reputation. Non-resident individuals, in order to confirm their impeccable business reputation, submit a document confirming the absence of an outstanding or outstanding criminal record, issued by the relevant state authority of their country of citizenship, and stateless persons from their country of permanent residence (the date of issue of this document cannot be more than three months preceding the date of application);

8) written confirmation by the relevant state body of the country of residence of a non–resident individual of the Republic of Kazakhstan that the acquisition of shares of an investment portfolio manager resident in the Republic of Kazakhstan is permitted by the legislation of that country, or that such permission is not required.

6-1. If an individual begins to meet the criteria of a major participant in the investment portfolio manager without obtaining the prior written consent of the authorized body on the basis of a donation agreement, when submitting an application for the acquisition of the appropriate status in accordance with the requirement set out in paragraph 14 of this Article, additionally submitted:

1) copies of documents confirming the terms and procedure for donating shares to the investment portfolio manager;

2) the documents provided for in the sub-paragraphs 3), 4), 6), 7) and 8) paragraph 6 of this article;

3) information on the value of the shares that are the subject of the donation agreement, determined by the appraiser in accordance with the legislation of the Republic of Kazakhstan.

At the same time, in order to obtain consent to acquire the status of a major participant in an investment portfolio manager, additionally an individual who acquired shares of an investment portfolio manager as a result of a donation agreement, the following conditions are met as of the date of submission of the application for acquiring the status of a major participant in an investment portfolio manager:

1) the value of the property (minus the value of the previously acquired shares of the investment portfolio manager) owned by an individual must not be less than the total value of the shares that are the subject of the donation agreement and the previously acquired shares of the investment portfolio manager;

2) income received from entrepreneurial, labor or other paid activities of an individual, as well as his documented monetary savings, amount to at least seventy-five percent of the value of the donated shares of the investment portfolio manager, as determined by the appraiser.

7. In order to obtain consent to acquire the status of a major participant in an investment portfolio manager, a legal entity resident in the Republic of Kazakhstan submits the following documents:

1) copies of the decision of the applicant's body on the acquisition of shares of the investment portfolio manager, as well as a list of affiliated companies of the applicant (in the absence of information on the Internet resource of the financial reporting depository);

2) information and supporting documents about persons (independently or jointly with other persons) who directly or indirectly own ten percent or more of the shares (stakes in the authorized capital) of a legal entity, as well as who have the ability to determine the decisions of this legal entity by virtue of an agreement or otherwise have control;

3) the information and documents specified in subitems 1), 3) and 4) of paragraph 6 of this Article;

4) excluded by the Law of the Republic of Kazakhstan dated 25.11.2019 No. 272-VI (effective after ten calendar days after the date of its first official publication); 5) excluded by the Law of the Republic of Kazakhstan dated 25.11.2019 No. 272-VI (effective after ten calendar days after the date of its first official publication);

6) brief information about the applicant's senior staff in the form prescribed by the regulatory legal acts of the authorized body, including information about education, work, and impeccable business reputation. Non-resident individuals, in order to confirm their impeccable business reputation, submit a document confirming the absence of an outstanding or outstanding criminal record, issued by the relevant state authority of their country of citizenship, and stateless persons from their country of permanent residence (the date of issue of this document cannot be more than three months preceding the date of application);

7) annual financial statements for the last two completed financial years, certified by an audit organization, as well as financial statements for the last completed quarter before submitting the relevant statement;

Annual financial statements are not submitted by the applicant if these statements are posted on the Internet resource of the financial reporting depository.;

8) excluded by the Law of the Republic of Kazakhstan dated 25.11.2019 No. 272-VI (effective ten calendar days after the date of its first official publication).

8. In order to obtain consent to acquire the status of a major participant in an investment portfolio manager, a non-resident legal entity of the Republic of Kazakhstan submits the following documents:

1) the information and documents specified in subitems 1), 3) and 4) of paragraph 6 and subitems 1), 2), 6) and 7) of paragraph 7 of this Article;

2) information on the credit rating of a legal entity assigned by one of the international rating agencies, the list of which is established by the authorized body, except for the cases provided for in paragraph 1 of this Article.;

3) written permission (consent) from the financial supervisory authority of the country where the applicant is located to acquire the status of a major participant in the investment portfolio management by a non-resident legal entity of the Republic of Kazakhstan, or a statement from the authorized body of the relevant state stating that such permission (consent) it is not required by the legislation of the specified State.

9. In order to obtain consent to acquire the status of a major participant in an investment portfolio manager, a non-resident financial institution of the Republic of Kazakhstan submits the following documents:

1) the information and documents specified in paragraph 8 of this Article;

2) a written confirmation from the financial supervisory authority of the applicant's country of residence that the applicant is authorized to carry out financial activities within the framework of the legislation of that country, or a statement from the financial supervisory authority of the applicant's country of residence stating that such permission is not required under the legislation of that country.

In order to obtain consent to acquire the status of a major participant in an investment portfolio manager, a non-resident financial institution of the Republic of Kazakhstan intending to acquire twenty-five or more percent of the voting shares of an investment portfolio manager subject to consolidated supervision in its country of location, submits, in addition to the documents specified in this paragraph, a written confirmation from the financial supervisory authority of the applicant's country of location Tom, that a non-resident financial institution of the Republic of Kazakhstan is subject to consolidated supervision.

10. Persons wishing to acquire the status of a major participant in an investment portfolio manager with a holding of twenty-five percent or more of the outstanding (minus preferred and repurchased) shares, in addition to the documents and information specified in this article, submit a business plan for the next five years, the requirements for which are established by the authorized body.

The Board of Directors of the investment portfolio manager reviews a business plan submitted by a major participant with a holding of twenty-five percent or more of the outstanding (minus preferred and repurchased) shares of the investment portfolio manager, as part of obtaining the appropriate status established by this article.

The investment portfolio manager is obliged to notify the authorized body of the results of the review by the Board of directors of the investment portfolio manager of the business plan of a major participant in the investment portfolio manager within five working days from the date of the relevant decision on the inclusion or non-inclusion of the business plan of a major participant in the investment portfolio manager in the development strategy (development plan) of the investment portfolio manager.

The Board of Directors of the investment portfolio manager ensures compliance with the development strategy (development plan) of the investment portfolio manager.

11. Persons who are jointly a major participant in the investment portfolio manager are recognized as persons who collectively own ten or more percent of the outstanding (minus preferred and repurchased) shares of the investment portfolio manager or who have the opportunity to directly or indirectly vote ten or more percent of the shares of the investment portfolio manager, and:

1) jointly influencing the decisions of the investment portfolio manager by virtue of an agreement between them or otherwise;

2) being individually or mutually major participants in each other;

3) one of them is an official or representative of another person.;

4) one of them provided the other person with the opportunity to purchase shares of the investment portfolio manager in accordance with the agreement concluded between them;

5) who are close relatives or spouses;

6) one of them provided another person with the opportunity to purchase shares of the investment portfolio manager at the expense of money donated by them or property received free of charge.

If the investment portfolio manager is part of a banking conglomerate in accordance with the requirements of the banking legislation of the Republic of Kazakhstan, the investment portfolio manager is subject to consolidated supervision in accordance with the banking legislation of the Republic of Kazakhstan.

12. The decision on the application submitted for obtaining the status of a major participant in the investment portfolio manager, in accordance with the requirements of this article, must be made by the authorized body within fifty working days after the date of submission of the full package of documents.

The authorized body verifies the completeness of the submitted documents within five working days from the date of receipt of the documents. If the fact of incompleteness of the submitted documents is established, the authorized body within the specified time limits gives a reasoned refusal to further consider the application and returns the package of documents to the applicant without consideration.

12. A decision on an application submitted for obtaining the status of a major participant in an investment portfolio manager, in accordance with the requirements of this article, must be made by the authorized body within fifty working days after the date of submission of the full package of documents.

The authorized body has the right to suspend the period of consideration of the application and documents submitted for obtaining the status of a major participant in the investment portfolio manager if, during their consideration, it is revealed that these documents contain false information about the applicant or his activities, inconsistency of the content of the submitted documents with the requirements of the legislation, as well as, if necessary, verification of the accuracy of the information submitted to the authorized body. After the applicant has eliminated the comments and submitted the documents, the period for their consideration is resumed. Subsequent review of documents by the authorized body is carried out within the time limits established in the first part of this paragraph.

The authorized body is obliged to notify the applicant in writing of the results of its decision. In this case, in case of refusal to grant consent to acquire the relevant status, the grounds for refusal are indicated in the written notification.

13. The authorized body has the right to revoke the consent issued in accordance with this article by making a decision to revoke it within two months from the date of discovery of the fact that is the basis for revocation of consent, in cases of revealing false information on the basis of which consent was given, or violations as a result of the acquisition by the applicant of the status of a major participant of the requirements of the legislation of the Republic of Kazakhstan in in the field of competition protection, or non-compliance by major participants with the requirements of this Law. In this case, the person to whom such a measure is applied is obliged, within six months, to reduce the number of shares owned by the investment portfolio manager to a level below that established by this article.

A person who has had his consent revoked in accordance with this article may not transfer the shares of an investment portfolio manager to a third party for trust management.

If the persons in respect of whom the authorized body has decided to revoke the relevant consent fail to comply with the requirements of this paragraph, the authorized body has the right to apply to the court for these persons to comply with the requirements of the authorized body.

14. If a person meets the criteria of a major participant in an investment portfolio manager without obtaining the prior written consent of the authorized body, he/she is not entitled to take any actions aimed at influencing the management or policy of the investment portfolio manager and/or vote on such shares until he/she receives the written consent of the authorized body. in accordance with the provisions of this article.

In this case, the person who meets the criteria of a major participant in the investment portfolio manager is obliged to notify the authorized body within ten calendar days from the moment when he became aware that he meets the criteria of a major participant in the investment portfolio manager.

An application for the acquisition of the relevant status is submitted to the authorized body within thirty calendar days from the moment when it became known to it that it corresponds to the characteristics of a major participant in the investment portfolio manager, unless this person is going to alienate shares within the specified period. Information on the decision to alienate shares is provided to the authorized body immediately from the date of such decision.

If the authorized body refuses to grant consent to a person who meets the criteria of a major participant in the investment portfolio manager, the said person must, within six months of receiving the written notification, reduce the number of shares of the investment portfolio manager owned by him to a level below that established by this article.

14-1. If a person acquires the characteristics of a major participant in an investment portfolio manager without the written consent of the authorized body, the authorized body has the right to apply to this person the supervisory response measures provided for by this Law, including compulsory measures provided for in Article 72-3 of this Law, regarding the requirements for the sale of shares of the investment portfolio manager within a period not exceeding six months.15. The authorized body has the right to require the provision of information from individuals and legal entities if there is information indicating that this person meets the criteria of a major participant managing an investment portfolio. Information can be requested from any person in possession of it, as well as organizations under the control of these persons.

16. A major participant in the investment portfolio manager is obliged, within thirty calendar days from the date of the decision, to notify the authorized body of a change in the percentage of the number of shares owned by him to the number of outstanding (minus preferred and repurchased) shares of the investment portfolio manager, which he owns directly or indirectly or has the opportunity to vote directly or indirectly with the submission of supporting documents, except for except for the following cases, when such a change occurs as a result of the repurchase of own shares by the investment portfolio manager from other shareholders.

In the event of an increase in the number of shares of the investment portfolio manager (in percentage or absolute value) owned by a large participant in the investment portfolio manager to the number of outstanding (minus preferred and repurchased) shares of the investment portfolio manager, the large participant in the investment portfolio manager must provide the authorized body with information on the sources of funds used to purchase shares of the manager investment portfolio, with copies of supporting documents attached. The sources of funds used to purchase shares of the investment portfolio manager by large participants of the investment portfolio manager – individuals, are defined in subparagraph 1) of the first part of paragraph 6 of this Article.

In the event of a change in the percentage of the number of shares of the investment portfolio manager to less than ten percent owned by a major participant in the investment portfolio manager to the number of outstanding (minus preferred and repurchased) shares of the investment portfolio manager at the request of a major participant in the investment portfolio manager, or in the case of independent discovery by the authorized body of facts that are the basis for revoking the consent granted, the previously issued written consent of the authorized body is considered cancelled from the day following the day of receipt by the authorized body of the specified application or the discovery by the authorized body of the facts that are the basis for revocation of the granted consent.

A major participant in the investment portfolio manager, in the event of an increase in the number of shares owned by him to twenty-five percent or more of the outstanding (minus preferred and repurchased by the investment portfolio manager) shares of the investment portfolio manager, in addition to the documents and deadlines specified in this paragraph, submits a business plan for the next five years, the requirements for which are established by the authorized body.

17. Excluded by the Law of the Republic of Kazakhstan dated 07/02/2018 No. 166-VI (effective ten calendar days after the date of its first official publication).

18. The investment portfolio manager is obliged to notify the authorized body of a change in the composition of shareholders holding ten or more percent of the voting shares of the investment portfolio manager within fifteen calendar days from the date of its establishment of this fact.

19. Violation of the requirements established by paragraphs 14, 15, 16 and 18 of this Article shall entail liability provided for by the laws of the Republic of Kazakhstan.

20. Consent of the authorized body for the bank to acquire the status of a major participant in the investment portfolio manager, whose shares were acquired during the bank's reorganization in the form of merger in accordance with the procedure established by the legislation of the Republic of Kazakhstan, or transferred during the operation provided for in Articles 61-2, 61-4, 61-11 and 61-12 of the Law of the Republic of Kazakhstan "On Banks and Banking Activities in the Republic of Kazakhstan", is considered issued after registration of the transaction in the system of registers of holders of securities (nominal holding).

21. Resident individuals who are major participants in the investment portfolio manager, as well as their spouses, are required to submit an annual income and property declaration in accordance with the procedure and deadlines established by the tax legislation of the Republic of Kazakhstan.

The Law of the Republic of Kazakhstan dated July 2, 2003 No. 461.

 This Law regulates public relations arising in the process of issuing, placing, circulating and redeeming equity securities and other financial instruments, the specifics of the creation and operation of securities market entities, defines the procedure for regulating, controlling and supervising the securities market in order to ensure the safe, open and effective functioning of the securities market, and the protection of investors' rights. and holders of securities, fair competition of securities market participants.

President

Republic of Kazakhstan

Constitution Law Code Standard Decree Order Decision Resolution Lawyer Almaty Lawyer Legal service Legal advice Civil Criminal Administrative cases Disputes Defense Arbitration Law Company Kazakhstan Law Firm Court Cases