On the ratification of the Loan Agreement (Ordinary Operations) (Pension Reform Program) between the Republic of Kazakhstan and the Asian Development Bank

Home / RLA / On the ratification of the Loan Agreement (Ordinary Operations) (Pension Reform Program) between the Republic of Kazakhstan and the Asian Development Bank

To ratify the Loan Agreement (Ordinary Operations) (Pension Reform Program) between the Republic of Kazakhstan and the Asian Development Bank, concluded on February 3, 1998.

President of the Republic of Kazakhstan

Contractual copy

Loan No. 1589 KAZ Loan agreement (normal operations) (Pension Reform Program) between the Republic of Kazakhstan and By the Asian Development Bank

Loan Agreement dated February 3, 1998 between the Republic of Kazakhstan (hereinafter referred to as the Borrower) and the Asian Development Bank (hereinafter referred to as the Bank). Whereas (A) The Bank has received a development strategy letter from the Borrower (hereinafter referred to as the "strategic letter"), which sets out the main objectives, activities and actions described in Appendix 1 to this The Loan Agreement, which is intended to reform the pension system in the Borrower's country (hereinafter referred to as the "Program"); (B) The Borrower has requested the Bank to provide a loan from the Bank's ordinary capital resources for the purposes of the program; (C) The Bank has agreed on the basis of, among other things, to provide the Borrower with a loan from its ordinary capital resources on the terms further set forth; Thus, the parties have hereby reached the following agreement:

Article I

Loan Agreement: Definitions Section 1.01. All provisions included in the Bank's Agreements on Ordinary Loan Transactions dated July 1, 1996, hereby apply to this Loan Agreement to the same extent as if they were fully set out in this document, subject, however, to the following amendment (the said Agreements on ordinary loan transactions, as amended in this way, hereinafter referred to as the Loan Agreement): a) Section 2.01 (9) is omitted and amended as follows: "9. The term "Program" means the program for which the Bank has agreed to provide a Loan, subject to the terms set out in the Loan Agreement, which may be amended from time to time by agreement between the Bank and the Borrower"; (b) The term "Program" will be replaced by the term "Project" wherever it occurs in this Loan Agreement.; (c) Section 2.01 (10) is omitted and amended as follows: "10. The term "Program Executive Agency" means the organization or organizations responsible for the implementation of the program set forth in the Loan Agreement; (d) The term "Program Executive Agency" should be replaced by the term "Project Executive Agency" wherever it occurs in the Loan Agreement; (e) Section 2.01 (17) is deleted and amended as follows: "The term "dollar" or "dollars", as well as the dollar sign "S", means dollars or dollars in the currency of the United States of America"; (f) Sections 2-01 (26) and (27) are omitted, and the new section 2.01(26) includes the following: "Dollar pool" means a pool of unpaid dollar borrowings undertaken by the Bank for the purpose of financing payments on dollar loans provided by the Bank from its normal capital resources"; (g) The last sentence of the first paragraph of Section 3.02 is omitted; (h) Section 3.02(b) (ii) is omitted and replaced as follows: "(ii) "qualified loans" in connection with a loan means unpaid loans by the Bank in the dollar pool withdrawn after June 30, 1992."; (i) The last sentence of the first paragraph of Section 3.06 (a) is omitted, and the words "on a date acceptable to the Bank" in section 3.06 (b) are omitted; (j) Section 4.02 is omitted and amended as follows: Funds must be withdrawn from the loan account in dollars; (k) Section 4.03 (a) is omitted and amended as follows: "The principal amount of the loan must be reimbursed in dollars"; (I) 4.04 is omitted and amended as follows: "Interest on any part of the loan must be reimbursed in dollars"; (m) The phrase "and payment for any special obligation under Section 5.02 " is omitted from Section 4.05.; and (n) Section 4.09 is omitted, and the new Section 4.09 includes the following: Notwithstanding any provisions of this Agreement that provide otherwise, withdrawals from the loan account in the event of a Loan should, in those exceptional cases where the Bank decides that it is impossible to transfer dollars for such withdrawals, be made in a currency or currencies at the discretion of the Bank. The interest rate applied to the principal amounts of the loan paid in such currency or currencies should be based on the bank's expenses for the purchase of such currency or currencies plus the spread, both of which are determined from time to time by the bank. Section 1.02 Throughout the text of the Agreement, unless the context requires otherwise, several terms are defined in this Agreement, the restrictive meanings specified therein, and the additional terms listed below mean the following: (a) "KVZ" means the Borrower's External Borrowing Committee or any of its legal successors; (b) "Funds from the Kazakh Side" means receipts in tenge received To the borrower and created from the funds of the loan provided under this program; (c) "Permitted Goods" means goods imported under the program (other than those specifically excluded in accordance with Appendix 1 to Annex 3 of this Loan Agreement), the value of which in foreign currency is authorized for financing as part of the loan. (d) "First tranche" means the initial disbursed portion of the loan funds in an amount not exceeding fifty million dollars (50,000,000 million US dollars). (e) "ISU" means an information management system; (f) "MTC3" means the Ministry of Labor and Social Protection of the Borrower or any of its successors; (g) "MF" means the Ministry of Finance of the Borrower or any of its successors; (h) "NBK" means the National Bank of Kazakhstan or any of its successors; (i) "GNPF" means the State Funded Pension Fund or any of its legal successors; (j) "GCC" means the State Securities Commission or any of its legal successors; (k) "Executing Agency for the Program" means, for the purposes and in the semantic context of this Agreement, the Ministry of Finance, which is responsible for the implementation of this Program; (i) "Second tranche" means the balance in the loan account after disbursement The first tranche to be withdrawn by, and subject to the following conditions The provisions of paragraph 5 of Annex 3 of this Agreement; (m) "CMTC" means the Standard International Trade Classification, Version 3 (CMTC, version 3), published by the United Nations in the Official Gazetteer, Ministry Series, No. 34\Ver. 3 (1986); (n) "GTSVP" means the State Pension Payment Center of the Borrower or any of its legal successors; (o) "Tenge" is the currency of the Borrower.

Article II Loan Section 2.01. The Bank agrees to provide the Borrower with an amount of one hundred million dollars (100, 000, 000 million dollars) from ordinary capital resources. Section 2.02. The Borrower must pay the Bank a percentage, the amount of which is set in accordance with Section 3.02 of this Agreement. Section 2.03. (a) The borrower must pay a commission at the rate of three-quarters of a percent (0.75% per annum). Such commission is charged on the loan amounts (remaining from the amounts withdrawn from time to time) for consecutive periods coming 60 days after the date of this Loan Agreement as follows. During the first twelve-month period - for $15,000,000, during the second twelve-month period - for $45,000,000, during the third twelve-month period - for $85,000,000, and further for the entire loan amount. (b) If the amount of the loan is cancelled, then before such cancellation, the amount of each part of the loan specified in paragraph (a) of this Section is reduced by an amount proportional to the ratio of the cancelled amount to the entire loan. Section 2.04. Interest and other fees on the loan must be paid every six months, on June 15 and December 15 of each year. Section 2.05. The Borrower returns the principal amount of the loan withdrawn from the loan account in accordance with the repayment schedule set out in Appendix 2 to this Agreement.

Article III Use of loan funds

Section 3.01 The Borrower ensures that the financing of program expenses is used in accordance with the provisions of this Loan Agreement. Section 3.02. Loan funds may be withdrawn from the loan account only for the purpose of financing expenses in foreign currency incurred on goods authorized under this program, in accordance with the provisions Appendices 3 to this Loan Agreement, taking into account that such Appendix may be amended from time to time by agreement between the Borrower and the Bank. Section 3.03. Except in cases where a special agreement between the Borrower and the Bank provides otherwise, all authorized goods financed from borrowed funds must also be purchased in the Bank's member countries and in accordance with the provisions of Annex 4 to this Loan Agreement. The Bank does not finance contracts for which goods have not been purchased in accordance with procedures agreed between the Borrower and the Bank, or in cases where the terms and conditions of the contract are unacceptable to the Bank. Section 3.04. Except in cases where the Bank agrees otherwise, it is prohibited to withdraw funds from the loan account in respect of mandatory expenses incurred during a period of more than one hundred and eighty (180) days prior to the effective date. Section 3.05. The final date for withdrawal from the loan account for the purposes of Section 8.03. of this Agreement is June 30, 1999 or another date, which may occasionally be agreed upon between the Borrower and the Bank.

Article IV Special Conditions Section 4.01. (a) The Borrower ensures the implementation of the Program responsibly and with an appropriate level of profitability and efficiency, applying rational, administrative and financial methods, methods of agricultural production, taking into account the requirements of social protection and environmental protection. (b) In executing the Program, the Borrower will fulfill or contribute to the fulfillment of all obligations set out in Appendix 5 to this Loan Agreement, Section 4.02. The borrower provides, in a timely manner and as needed, financial and logistical resources, services, land and other resources that are necessary, in addition to borrowed funds, for the implementation of the Program. Section 4.03. The borrower ensures that the activities of its departments and agencies regarding the implementation of the program are carried out and coordinated in accordance with reasonable administrative practices and procedures. Section 4.04 (a) The Borrower must maintain or ensure the maintenance of records and reports that identify authorized products financed from the loan, as well as keep records of the activities of the Programs. (b) The Borrower must provide the Bank's representatives with the opportunity to verify the accounting documents referred to in paragraph (a) of this Section. Section 4.05. (a) The Borrower must provide or ensure that the Bank is provided with all reports and information that the Bank may deem necessary to review regarding: (i) the loan, expenditures of funds and their use; (ii) authorized goods financed from the loan; (iii) funds of the Kazakh side and their use; (iv) implementation of the program, including the achievement of goals and the implementation of activities specified in the strategic letter; (v) financial and economic conditions in the Borrower's territory and the state of the Borrower's international balance of payments; (vi) any other matters relevant to the purpose of the loan. (b) Without limiting the general nature of the above. The Borrower must provide or ensure that the Bank receives semi-annual reports on the implementation of the Program and the achievement of goals and activities specified in the strategic letter. Such reports should be provided in the form, transcript and within the time limits specified by the Bank. They should reflect, among other things, the progress made and problems encountered during the reporting period, the steps taken or proposed solutions to the problems encountered, as well as the proposed plan of further measures and the expected progress of their implementation for the next six months. (c) Immediately after the final date set for withdrawal of funds from the loan account, but in any case no later than three months thereafter or such later date as may be agreed for this purpose between the Borrower and the Bank, the Borrower must prepare and submit to the Bank a report, completed in transcription and within the time limits specified by the Bank, on the implementation of the program, including the program costs, the Borrower's fulfillment of its obligations under the Loan Agreement and the achievement of the loan objectives. Section 4.06. (a) The Borrower and the Bank agree that no external debt of the borrower has any other priority over the Loan in conditions of limited property disposal. Therefore, the Borrower undertakes, subject to restrictions on the disposal of his property as collateral for any higher debt, to ensure, unless the Bank agrees otherwise, an equal and proportional payment from the seized property of the principal amount of the Bank's loan, as well as interest and other fees on the loan.; and (ii) if borrowers experience or allow restrictions to arise in the disposal of their property, undertakes to explicitly specify what is specified in the previous paragraph. (b)The provisions of paragraph (a) of this Section do not apply.; (i) if the restriction in the disposal of property occurs at the time of the purchase of the property and for the sole purpose of ensuring that the buyer pays the purchase price of such property; or (ii) in the case of the declaration of restrictions on the disposal of property as collateral for a bank debt with a maturity of not more than 1 year accepted in banking practice. (c) The term "Borrower's assets", in the context of paragraph (a) of this Section, includes the assets of any administrative unit or any organization of the Borrower, and the assets of any organization of any such administrative unit, including the NBK and other institution acting as the Central Bank for the Borrower.

Article V

Entry into Force Section 5.01. The following is an additional condition for the entry into force of this Loan Agreement for the purposes of Section 9.01 (f) of the Loan Regulations: The Borrower must pay all unpaid pension debts by December 31, 1997.

Section 5.02. A period of ninety (90) days after the date of this Loan Agreement is set for the entry into force of the Loan Agreement for the purposes of Section 9.04. of this Agreement.

Article VI Other matters Section 6.01. The Minister of Finance is appointed as the Borrower's representative for the purposes of Section 11.01 of this Agreement, the following addresses are indicated: For the Borrower 97 Ablay Khan Ave., Almaty, 480091 Republic of Kazakhstan Ministry of Finance Fax No. ( 7-3272) 636984\628079 For the Asian Development Bank Bank N\i789 0980 Manila, Philippines Fax: (632) 636- 2444 (632)636-2421. In witness whereof, the parties, acting through their duly authorized representatives, have ensured that this Agreement is signed in their respective names and delivered to the Bank's head office on the date and year indicated above. Republic of Kazakhstan Authorized Representative and Asian Development Bank Authorized representative

Appendix 1 Program Description

1. The main purpose of the Program is to support the transition to a fully funded pension system. A more detailed description of the Program is provided in the Strategy Letter. The program will be implemented in the period from 1997 to 2000. 2. In support of the Program:

(a) the Loan funds are used to finance expenditures in foreign currency for Eligible Items; and (b) The funds of the Party Also Involved in the Implementation of the Program are used to finance expenditures in local currency related to the implementation of certain programs and other activities consistent with the objectives of the Program. 3. It is assumed that the Loan funds will be used before June 30, 1999. Appendix 2 Schedule of Gradual Repayment of The Loan in Installments (Pension Reform Program) Payment Date Payment of The Principal Amount (in US Dollars)* June 15, 2001 2,247,100 December 15, 2001 2,359,400 June 15, 2002 2,477,400 December 15, 2002 2,601,300 June 15, 2003 2,731,400 December 15, 2003 2,867,900 June 15, 2004 3,011,300 December 15, 2004 3,161,900 June 15, 2005 3,320,000 December 15, 2005 3,486,000 June 15, 2006 3,660,300 December 15, 2006 3,843,300 June 15, 2007 4,035,400 December 15, 2007 4,237,200 June 15, 2008 4,671,500 December 15, 2008 4,671,500 June 15, 2009 4,905,100 December 15, 2009 5,150,400 June 15, 2010 5,407,900 December 15, 2010 5,678,300 June 15, 2011 5,962,200 December 15, 2011 6,260,300 June 15, 2012 6,902,000 December 15, 2012 6,902,000 Total 100,000,000 * The numbers in this column represent the Dollar equivalents determined on the respective withdrawal dates from the account. Payment transactions upon maturity of each of them are subject to the relevant provisions of the Loan Regulations for Ordinary Transactions. Pre-payment allowances The following figures, representing percentages, are indicated as surcharges payable upon repayment in advance of the due date for any portion of the principal amount of the loan in accordance with Section 3.06 (b) of the Loan Regulations. Pre-Payment Time The premium is the interest rate (expressed as a percentage per year) applied to the balance remaining unpaid on the Loan on the day of prepayment, multiplied by No more than 2 years before the due date of the commitment 0.13 More than 2 years, but no more than 4 years before the due date of the commitment 0.33 More than 5 years, but not more than 10 years before the due date for the obligation 0.67 More than 10 years, but not more than 13 years before the due date for the obligation 1.00

Appendix 3

Deduction and Withdrawal of Loan Funds from the Account 1. Except where the Bank may agree otherwise, no withdrawals from the Loan Account in respect of (i) any local expenses; (ii) any expenses in foreign currency that are financed by loans from official international or bilateral supporting organizations or any other loans provided by the Bank; (iii) Eligible Expenses incurred more than one hundred and eighty days prior to the Effective Date will not be incurred. 2. Except in cases where the Bank may agree otherwise, withdrawals from the Loan Account are made to finance expenses in foreign currency for Acceptable Items. 3. (a) Requests for withdrawal of funds from the Loan Account are submitted to the Bank The Executing organization of the program or on behalf of the latter; they are presented in a form acceptable to the Bank; (b) Except in cases where the Bank may agree otherwise, such applications shall be supported by such documents and other evidence as are necessary to legally prove, to the satisfaction of the Bank, the acceptability of financing from Loan funds for which such applications are being submitted. (c) In respect of each contract referred to in paragraph 3 (a) of Annex 4 to this Loan Agreement and each contract referred to in paragraph 3 (b) of Annex 4 to this Loan Agreement and valued at 5,000,000 in terms of United States dollars or less. The Borrower submits to the Bank, together with the relevant expense report, a document certifying that the expenses were incurred in accordance with the terms and conditions of this Loan Agreement and such other documents and information as the Bank may reasonably request from time to time. (d) For each contract referred to in paragraph (B) of the Annex to this Loan Agreement, which is estimated to be worth more than 5,000,000 in terms of US dollars, the Borrower submits to the Bank, together with the application for withdrawal of funds from the Loan Account, two confirmed copies of the relevant related documentation related to the contract and such other documents and information as the Bank may reasonably request from time to time. 4. The Bank's Expense Reporting procedure is used to reimburse Eligible Items incurred within one hundred and eighty days prior to the Effective Date; provided, however, that such procedure applies to expenses incurred under contracts, the value of each of which exceeds more than 5,000,000 in terms of US dollars will not be applied. 5. Regardless of any other provisions of this Loan Agreement or the Loan Regulations, and except where the Bank may agree otherwise, no withdrawals from the Second Tranche account will be made unless the Bank, after consulting with the Borrower, is satisfied that: (a) The Borrower has achieved sufficient positive results in the implementation of the Program; and, in particular (b) the Borrower has fulfilled the conditions for unblocking the Second Tranche specified in Appendix 2 to this Annex. Appendix 1 to Appendix 3 Description of Prohibited Goods 1. The Loan funds are used to finance expenses in

in foreign currency in relation to the inexpensive cost of imported goods (except duties and taxes) required during the implementation of the Program. 2. Regardless of the provisions of paragraph 1 above, no withdrawals will be made with respect to the following expenses: (a) expenses for goods included in the following SMTC groups or subgroups or any successor groups or subgroups according to future revisions of the SMTC, as indicated by the Bank in the notification to the Borrower: Subgroup 0 Description of Goods 112 ______ Alcoholic beverages Tobacco, unprocessed; tobacco waste 122 ______ Processed tobacco (regardless of whether it contains tobacco substitutes or not) 525 ______ Radioactive and related materials 667 ______ Nuclear reactors and their parts; fuel cells (cartridges) - not irradiated 897 ______ Group metal jewelry

gold, silver or platinum (except for wristwatches and pocket watches); jewelry made of gold and silver by craftsmen (including precious stones included)

971 ______ Non-monetary gold (except gold ore and concentrates) (b) expenses for goods intended for military or paramilitary purposes or luxury goods; or (c) expenses for pesticides classified as extremely dangerous or high-risk Class 1a or 1B, respectively, in the WHO (World Health Organization) Hazard Classification of Pesticides and Classification Guidelines. Appendix 2 to Appendix 3 Conditions For Unblocking The Second Tranche Transfer of the Population to the New Pension System 1. The borrower will ensure the transfer of at least sixty percent (60%) of those employed in the official sector to the component of the accumulative fund of the new pension system. Computerization of Data on Persons Using Pension Provision 2. The borrower will complete the computerization of data on existing retirees. Annual Budget Contributions 3. The borrower will allocate adequate funds in the annual budget to be submitted to its Parliament for 1999 in order to meet the financial requirements of the Pension component as Income Flows into the new pension system. Timely Payment of Pensions 4. The borrower will ensure timely payment of pensions according to the component Pensions are paid as the Income of the new pension system becomes available after April 1, 1998. Issuance Of Domestic Government Debt Instruments 5. The borrower will issue at least one domestic government debt instrument with a maturity of more than three years for its obligations. Improving Investments in the Pension Fund

6. Shares of at least fifteen companies, of which at least five belong to Class A, will be admitted to the Kazakhstan Stock Exchange. Periodic Indexation of Minimum Pensions The Borrower will adopt the method of periodic indexation of minimum pensions, retroactive to the consumer price index.

Appendix 4 1. Except in cases where the Bank may agree otherwise, the procedure described in the following paragraphs of this Annex applies to purchases of Authorized Imports of Goods subject to financing from Loan funds. 2. (a) Except as otherwise agreed by the Bank and as provided in paragraph 3 (b) below, each contract for the purchase of Goods Authorized for Import, the value of which is estimated to exceed 5,000,000 in terms of United States dollars, is concluded on the basis of an international tender on a competitive basis, as described in Chapter II of the Asian Development Bank's Loan Procurement Guidelines dated March 3, 1989, as amended from time to time, removing the provisions on preliminary review and approval specified in Chapter IV of the latter. (b) Except in cases where the Bank may agree otherwise, in respect of contracts concluded on the basis of an international tender on a competitive basis. The General Procurement Notice will be sent to the Bank as soon as possible, but in any case no later than 90 days before the transfer of the first invitation to tender according to the Program (the Bank will take measures to publish this information separately). Notifications) in such form and details and containing such information as the Bank reasonably requests. The Bank is provided with the information necessary to update such a General Procurement Notice annually, as long as there are any Goods Allowed for Import that must be purchased on the basis of an international tender on a competitive basis. (c) In respect of each of the contracts referred to in subparagraph (a) of this paragraph. The Borrower submits to the Bank, prior to submitting the first request for withdrawal of funds from the Loan Account in respect of such contracts, two confirmed copies of such contract, together with an analysis of the relevant bids and recommendations for submission, a description of the procedure followed for advertising and submitting bids and such other information as the Bank reasonably requests. 3. (a) Except as otherwise agreed by the Bank and as provided in paragraph 3 (b) below, each contract for Authorized Goods with an estimated value of 5,000,000 in US dollars or less is granted or based on the buyer's usual commercial procurement practices, in the case of private deliveries by the private sector, or on the basis of a procedure prescribed by the Borrower, in the case of public sector supplies. (b) Except in cases where the Bank may agree otherwise, each contract for the supply of Permitted Goods that are Widespread is granted on the basis of a procedure that is appropriate for trade and acceptable to the Bank.

Appendix 5 Program Implementation and Other Issues 1. The MF, as the Implementing Organization of the Program, is responsible for (a) the coordinated implementation of the Program by the Ministry of Health, the NBK and the SEC; and (b) the effective management and use of Loan funds. 2. The Ministry of Health, the NBK and the SEC prepare semi-annual reports on the progress of their implementation of their Program components and submit them to the MF. Such reports will indicate, among other things, the results achieved, the problems encountered and the actions taken to solve them during the first six months and the proposed activities under the Program and the results expected over the next six months. 3. To oversee the implementation of the Program, the Borrower will establish a Coordination Commission within one month after the Effective Date. The Program (CCCP), which will be chaired by the Minister of Finance and which will include representatives of the Ministry of Finance, the Ministry of Health, the NBK, the GTSVP and the GPF. The CCP will hold its meetings once every three months to ensure that, that the proposed reform measures were carried out in accordance with the Program. 4. The Borrower (a) ensures that the strategy adopted and actions taken, as described in the Strategy Letter, prior to the date of this Loan Agreement remain in effect for the duration of the Program; and (b) immediately adopts another strategy and takes other actions included in the Program, as indicated in the Strategy letter, and ensures that such strategy and such actions remain in effect for the duration of the Program. Funds from the Kazakh Side 5. The Borrower ensures that the Funds of the Kazakh Side are used to support the transition to a fully funded pension system. Strategy Discussion 6. (a) The Borrower shall keep the Bank informed and the Borrower and the Bank shall periodically exchange views on the results achieved in the implementation of the strategy and actions set out in the Strategy Letter and the formulation and implementation of the new Pension reform strategy. (B) The Borrower immediately discusses with the Bank the problems and difficulties encountered during the implementation of the Program and appropriate measures to overcome or mitigate such problems and difficulties. 7. The Borrower constantly informs the Bank about discussions on the strategy with other international and bilateral organizations and institutions that may influence the overall goals and scope of the program and ensures The Bank has the opportunity to comment on all the strategy proposals available as a result of the discussion. The Borrower takes into account the Bank's opinion before finalizing and executing any such proposals. Monitoring and Evaluation 8. By November 30, 1998, or such other date as the Borrower and the Bank may agree, a review will be conducted relating to (a) the Borrower's performance in implementing the reform strategy set out in the Strategy Letter (including, in particular, meeting the conditions listed in Appendix 2 to Annex 3 to this Loan Agreement), and (b) the impact of these and early reforms on the development of the funded

the pension system. To facilitate this review, the Implementing Organization of the Program provides the Bank with relevant information, in addition to the reports and information described in Section 4.05 of this Loan Agreements, in such details as the Bank may reasonably request. This review will serve as a basis for discussion between the Borrower and the Bank on further measures that may be considered necessary or desirable to facilitate the continuation of pension system reform. The translation corresponds to the original Head of the Department Department of Information and External Relations IFRC

This Law establishes the rules for registering the pledge of movable property in order to realize and protect the rights of individuals and legal entities who have legitimate rights to this property.

The Law of the Republic of Kazakhstan dated June 30, 1998 No. 254.

President

Republic of Kazakhstan

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