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NOTICE N8 ON WAIVER AND MODIFICATION

Notice N8 on Waiver and Modification

WAIVER AND MODIFICATION NOTICE

THE ASTANA FINANCIAL SERVICES AUTHORITY HEREBY GIVES NOTICE THAT:

1. The Rules specified in Table A herein do not apply to the Reporting Entities and the Persons that intend to have Securities admitted to an Official List or admitted to trading on an Authorised Investment Exchange.

AND

2. The Rules specified in the left hand column of Table B herein do not apply to the Reporting Entities and the Persons that intend to have Securities admitted to an Official List or admitted to trading on an Authorised Investment Exchange in the form appearing in the AIFC Market Rules (MAR) but instead apply as modified in the right hand column of the table.

TABLE A – RULES WAIVED

AIFC Act Waived Rule

MAR 2.3.4

MAR 2.3.8

MAR 3.4.1(c)

MAR 3.4.2(c)

MAR 4.1

MAR 4.2

TABLE B – RULES MODIFIED

The Rules specified in the left-hand column of the Table B are modified to the extent shown in the right hand column of the table below. In this table, underlining indicates new text and striking through indicates deleted text, otherwise the Rule remains unaltered.

AIFC Act Modified Text

MAR 2.5.3 2.5.3 Related party transaction procedures

A Reporting Entity must ensure that:

  • (a) if the value of a Related Party Transaction is greater than 5% of value of the net assets of the Reporting Entity as stated in its most recent financial reports, it does not enter into such a transaction unless the transaction has been approved by a body competent to decide on such matters under the Reporting Entity’s constitutive documents and/or applicable law; or
  • (c) if the cumulative value of a series of Related Party Transactions with the same Related Party and Associates of that Related Party reaches the 5% threshold referred to in (a) in any 12-month period, it does not enter into the last of the series of the transactions unless such proposed action has been approved by a body competent to decide on such matters under the Reporting Entity’s constitutive documents and/or applicable law .

MAR 1.5.1 8.3 Related party transactions

MAR Schedule 1 Disclosure of any Related Party Transactions during the period covered by the historical financial information and up to the date of the Registration Document must be made in accordance with the respective IFRS standard.

MAR 1.5.1 9.4 Special categories of companies

MAR Schedule 1 If the Issuer is a special category of company, such as a property, mineral, or scientific research company, or a start up company (a company with less than 3 year track record), a report by an Expert on the assets or rights owned by the Issuer prepared at a date which shall be no later than six months before the date of the Prospectus.

EFFECTIVE PERIOD

This notice comes into effect on the date of issue and remains in force until the further notice

INTERPRETATION

Defined terms are identified in this notice by the capitalisation of the initial letter of a word or of each word in a phrase and are defined in the AIFC Glossary. Unless the context otherwise requires, where capitalisation of the initial letter is not used, an expression has its natural meaning.

THIS NOTICE IS ISSUED PURSUANT TO SECTION 9 OF THE FINANCIAL SERVICES FRAMEWORK REGULATIONS BY THE ASTANA FINANCIAL SERVICES AUTHORITY.