Article 9. Founders and shareholders of the Bank of the Law on Banks and Banking Activities in the Republic Kazakhstan

Home / Laws / Article 9. Founders and shareholders of the Bank of the Law on Banks and Banking Activities in the Republic Kazakhstan

1. The founders and shareholders of the bank may be individuals and (or) legal entities, residents and (or) non-residents of the Republic of Kazakhstan, subject to the restrictions set out in paragraphs 2 and 4 of this Article.

The State may be the founder and (or) shareholder of the bank only in the person of the Government of the Republic of Kazakhstan, except for the cases provided for in paragraph 4 of Article 4 and part one of paragraph 4 of Article 94 of this Law.

The authorized body may be the sole founder of a stabilization bank in order to carry out an operation for the simultaneous transfer of assets and liabilities of a bank in the settlement regime provided for in Article 98 of this Law.

State-owned enterprises and organizations, more than fifty percent of the voting shares or shares in the authorized capital of which belong to the state, may not be the founders and shareholders of the bank, with the exception of the national management holding.

2. No person, independently or jointly with another person (other persons), may, without obtaining the prior written consent of the authorized body,:

directly and (or) indirectly own and (or) use and (or) dispose of ten or more percent of the bank's voting shares, including through derivative securities issued in accordance with the laws of the Republic of Kazakhstan or a foreign country, the underlying asset of which are the bank's voting shares;

exercise control over the bank;

to directly and (or) indirectly influence the decisions taken by the bank (to vote) with ten or more percent of the bank's voting shares.

The requirement established by the first part of this paragraph does not apply to:

Government of the Republic of Kazakhstan;

National managing Holding Company;

a single accumulative pension fund that manages an investment portfolio that owns the bank's voting shares and (or) derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign country, the underlying asset of which is the bank's voting shares, at the expense of pension assets;

a person performing the functions of a nominee holder of the bank's voting shares and (or) derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign state, the underlying asset of which is the bank's voting shares, as well as the issuer of the said derivative securities;

a person who has the right solely to receive dividends and (or) other income from the bank's shares without the ability to influence decisions made by the bank;

other persons specified in paragraph 19 of Article 9-5 of the Law of the Republic of Kazakhstan "On State Regulation, Control and Supervision of the Financial Market and Financial Organizations".

Requirements for persons who directly and (or) indirectly own and (or) use and (or) dispose of ten or more percent of the bank's voting shares, including through derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign country, the underlying asset of which are the bank's voting shares, or exercising control over the bank, or exerting direct and (or) indirect influence on decisions taken by the bank (voting) with ten or more percent of the bank's voting shares, As well as the procedure for obtaining such persons' consent to acquire the status of a major participant in a bank or a bank holding company are established by Article 9-5 of the Law of the Republic of Kazakhstan "On State Regulation, Control and Supervision of the Financial Market and Financial Organizations."

3. A bank must have at least one major participant in the bank or one bank holding company, except in cases where more than fifty percent of the bank's voting shares belong to the Government of the Republic of Kazakhstan or the national managing holding company.

4. A major participant in a bank or a bank holding company may not be registered in offshore zones, the list of which is established by a regulatory legal act of the authorized body.

This restriction does not apply to a bank that is a subsidiary of a non–resident bank of the Republic of Kazakhstan that has the minimum required rating from one of the rating agencies. The list of rating agencies and the minimum required rating are determined by a regulatory legal act of the authorized body.

5. Persons who are jointly a major participant in the bank are recognized as persons who directly and (or) indirectly own and (or) use and (or) dispose of ten or more percent of the bank's voting shares, including through derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign state, the underlying asset of which is the voting shares of the bank, subject to any of the following conditions:

1) these persons jointly influence the bank's decisions by virtue of an agreement (supporting documents) concluded between them;

2) these persons are individually or mutually major participants in each other;

3) one of the specified persons has authorized (obliged) another specified person to purchase voting shares of the bank and (or) derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign state, the underlying asset of which are voting shares of the bank, in accordance with the agreement concluded between them, except in cases related to the provision of brokerage services. services, investment portfolio management and (or) nominal holding of securities;

4) one of the specified persons provided free of charge money and (or) other property to another specified person for the purchase of voting shares of the bank and (or) derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign state, the underlying asset of which are voting shares of the bank;

5) one of the specified persons is an official of another specified person;

6) one of the specified persons is a representative of another specified person, except in cases when the representative acts in strict accordance with the instructions of the represented person and is not entitled to perform actions on behalf of the represented person at his own discretion.;

7) these persons are close relatives or a spouse;

8) these persons jointly influence the bank's decisions in other ways in cases established by the authorized body.

6. Persons who are jointly a bank holding company are recognized as persons who directly and (or) indirectly own and (or) use and (or) dispose of a total of twenty-five or more percent of the bank's voting shares, including through derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign state, the underlying asset of which is the bank's voting shares, subject to any of the following conditions:

1) these persons jointly influence the bank's decisions by virtue of an agreement (supporting documents) concluded between them;

2) these persons are individually or mutually major participants in each other;

4) one of the specified persons provided free of charge money and (or) other property to another specified person for the purchase of voting shares of the bank and (or) derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign country, the underlying asset of which are voting shares of the bank;

5) one of the specified persons is a representative of another specified person, except in cases when the representative acts in strict accordance with the instructions of the represented person and is not entitled to perform actions on behalf of the represented person at his own discretion.;

6) these persons jointly influence the bank's decisions in other ways in cases established by the authorized body.

7. Persons who directly and (or) indirectly own and (or) use and (or) dispose of ten or more percent of the bank's voting shares, including through derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign state, whose underlying asset is not recognized as a major participant in the bank, a bank holding company. these are the voting shares of the bank, acting on the basis of an agreement concluded between them, providing for their joint decisions exclusively on the following issues:

1) convocation of an extraordinary general meeting of the bank's shareholders;

2) applying to the court with a claim to convene a general meeting of the bank's shareholders in case of refusal to convene it by the bank's board of directors;

3) inclusion of additional issues in the agenda of the general meeting of shareholders of the bank;

4) convening a meeting of the bank's Board of Directors;

5) the audit organization conducts an audit of the bank at its own expense.

8. If a person meets the criteria of a major participant in a bank or a bank holding company without the written consent of the authorized body, this person is not entitled to take any actions aimed at influencing decisions made in the bank and/or vote in shares of the bank and/or derivative securities issued in accordance with the legislation of the Republic of Kazakhstan. Kazakhstan or a foreign country, the base asset of which is the voting shares of the bank, until then, until it receives the written consent of the authorized body in accordance with Article 9-5 of the Law of the Republic of Kazakhstan "On State Regulation, Control and Supervision of the Financial Market and Financial Organizations."

The authorized body has the right to apply supervisory response measures provided for by this Law to a person who meets the criteria of a major participant in a bank or a bank holding company without the written consent of the authorized body, including requiring the said person to sell voting shares of the bank and (or) derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign state, the basic the asset of which is the voting shares of the bank, for a period of no more than six months.

9. The authorized body has the right to request information confirming or refuting information that a person meets the criteria of a major participant in a bank or a bank holding company without the written consent of the authorized body.

The specified information may be requested by the authorized body from any person in possession of it, as well as from any organization under the control of such person.

10. The Bank is obliged to notify the authorized body of changes in the composition of persons owning and (or) using and (or) disposing of a total of ten or more percent of the bank's voting shares, including through derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign state, the underlying asset of which are the bank's voting shares, within fifteen calendar days from the date of establishment of this fact.

11. Resident individuals who are major participants in the bank, 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.

12. The procedure for establishing signs of control, signs of a major participant in a bank, a bank holding company, or significant participation in the capital of an organization is determined by a regulatory legal act of the authorized body and includes:

1) establishment of cases when an individual or legal entity exerts direct and (or) indirect influence on decisions (voting) made by the bank by ten or more percent of the bank's voting shares for the purpose of establishing the signs of a major participant in the bank;

2) establishment of cases when a legal entity exerts direct and (or) indirect influence on decisions (votes) taken by the bank by twenty-five or more percent of the bank's voting shares for the purpose of establishing the characteristics of a bank holding company;

3) determining cases of joint influence on the bank's decisions in other ways by persons who directly and (or) indirectly own and (or) use and (or) dispose of ten or more percent of the bank's voting shares, including through derivative securities issued in accordance with the legislation of the Republic of Kazakhstan or a foreign state, the basic asset of which is the voting shares of the bank, for the purposes of their recognition by persons who are jointly a major participant in the bank or a bank holding company.;

4) the establishment of cases of the possibility of one person independently or jointly with one or more persons to determine the decisions of a legal entity in another way for the purpose of establishing signs of control;

5) establishing cases of direct and (or) indirect ownership and (or) use and (or) disposal, independently or jointly with one or more persons, of twenty or more percent of voting shares, participation interests, units or other forms of equity participation in the organization for the purpose of establishing signs of significant participation in the organization's capital.

The Law of the Republic of Kazakhstan dated January 16, 2026 No. 258-VIII SAM.

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

The Law of the Republic of Kazakhstan dated August 31, 1995 No. 2444. On banks and banking activities, with the introduction of the Law of the Republic of Kazakhstan dated January 16, 2026 No. 258-VIII, the SAM has lost its legal force.

Article 9. Prohibition of advertising that does not correspond to the validity of the Law on Banks and Banking Activities in the Republic of Kazakhstan

1. Banks are prohibited from advertising their activities that do not correspond to reality on the day of its publication.

1-1. A bank or an organization engaged in certain types of banking operations, when distributing and (or) placing advertisements containing information on the amount of remuneration for a bank loan or deposit, must indicate the remuneration rate in a reliable, annual, effective, comparable calculation.

When distributing advertisements containing information about the amount of remuneration for a bank loan or deposit, including its publication, the annual effective remuneration rate is indicated in digital terms, in the same size and font design style as other remuneration rates. It is not allowed to indicate the annual effective remuneration rate in a font smaller than that used when specifying other information in this advertisement.

2. The authorized body has the right to require the bank to make changes to an advertisement that does not correspond to reality, to terminate it, or to publish its refutation.

In case of failure to comply with this requirement within the time period established by the authorized body, the authorized body has the right to publish information about the inconsistency of the information contained in the advertisement, or to clarify them at the expense of the bank that published such advertising.

3. Legal entities that do not have a license from the authorized body or the National Bank of the Republic of Kazakhstan to conduct banking operations are prohibited from advertising services that fall under the category of banking operations.

The Law of the Republic of Kazakhstan dated August 31, 1995 No. 2444.

President

Republic of Kazakhstan