Article 96. Compulsory restructuring of the obligations of a bank that is in the regime of regulation of the Law on Banks and Banking Activities in the Republic Kazakhstan

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1. The compulsory restructuring of the bank's obligations under settlement is a set of measures to absorb (cover) the bank's losses through the implementation by the authorized body of full or partial termination and (or) modification of the terms of the bank's obligations, including the bank's obligations under instruments providing the overall ability to absorb (cover) losses, and (or) conversion of such obligations into common shares of the bank.

The decision on compulsory restructuring of the obligations of a bank in settlement mode, for ensuring (restoring) financial stability and (or) rehabilitation of which funds of the National Bank of the Republic of Kazakhstan and (or) its subsidiaries are used in the period from the date of the decision to provide these funds and until the bank fully fulfills its obligations to return them, is made by the authorized body. the body in coordination with the National Bank of the Republic of Kazakhstan.

2. Compulsory restructuring of the bank's obligations under settlement is applied only after reducing the amount of the bank's equity by the amount of the bank's actual and expected losses in the bank's accounting and financial statements in accordance with the Law of the Republic of Kazakhstan "On Accounting and Financial Reporting" and international financial reporting standards.

3. The compulsory restructuring of the obligations of a bank in settlement mode shall be carried out in the order of the reverse order of satisfaction of creditors' claims established by Article 123 of this Law, except in cases where the compulsory restructuring of certain obligations of a bank in settlement mode:

This will lead to an increase in systemic risks and/or a significant negative impact on the banking system.;

it will interfere with the continuity of the bank's critical banking and other operations.

4. They are not subject to compulsory restructuring:

1) the bank's obligations to persons whose claims are not included in the bank's liquidation estate in accordance with Article 116 of this Law;

2) the obligations of the bank, which are subject to satisfaction in the event of its compulsory liquidation in the first, second, third, fourth, fifth and seventh stages in accordance with Article 123 of this Law, as well as the bank's obligations to individuals for deposits in the amount of a guarantee refund to be paid by the organization providing mandatory deposit guarantee, in the event of its forced liquidation.

5. For the purposes of compulsory restructuring of the obligations of a bank in settlement mode, the authorized body has the right to make a decision on:

1) an increase in the number of declared common shares of the bank if the number of declared but outstanding common shares of the bank is not enough to convert the bank's obligations into common shares of the bank;

2) the suspension of trading and (or) delisting in respect of the bank's 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 are the bank's shares.

6. When converting debt securities and other monetary obligations of a bank in settlement mode into its common shares:

1) a decision of the general meeting of shareholders of the bank on increasing the number of declared shares of the bank is not required;

2) the shareholders of the bank are not granted the right of pre-emptive purchase of shares of the bank;

3) the requirements of paragraphs 2 and 3 of Article 9 of this Law do not apply.

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

President

Republic of Kazakhstan

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