On the ratification of the Loan Agreement (Program for Inclusive and Sustainable Economic Growth) between the Republic of Kazakhstan and the Asian Infrastructure Investment Bank
The Law of the Republic of Kazakhstan dated July 14, 2026 No. 349-VIII SAM.
To ratify the Loan Agreement (Program for Inclusive and Sustainable Economic Growth) between the Republic of Kazakhstan and the Asian Infrastructure Investment Bank, signed in Astana on June 15, 2026.
President of the Republic of Kazakhstan
K. TOKAEV
Unofficial translation
LOAN NUMBER L0999A
Loan Agreement (Inclusive and Sustainable Economic Growth Program) between the Republic of Kazakhstan and the Asian Infrastructure Investment Bank
LOAN AGREEMENT
Agreement from ______ 20 ____ The Loan Agreement (hereinafter referred to as the Loan Agreement) between the Republic of Kazakhstan (hereinafter referred to as the Borrower) and the Asian Infrastructure Investment Bank (hereinafter referred to as the Bank).
Considering that:
A. The Bank received a development policy letter from the Borrower dated March 11, 2026 (hereinafter referred to as the Policy Letter), which sets out certain objectives, policies and actions as described in Appendix 1 to this Loan Agreement (hereinafter referred to as the Climate Policy-Based Program or Program);
B. The borrower applied to the Bank with a request for a loan for the purposes of the Program;
C. Climate policy-based financing provides budgetary support to the Borrower based on its commitment to climate-related preliminary actions described in annex 1 to this Loan Agreement; and
D. The Bank decided to provide this financing, in particular, based on: (i) the actions that the Borrower has already taken under the Program; and (ii) the Borrower's maintenance of an adequate macroeconomic policy framework.
Thus, the Borrower and the Bank hereby agree on the following:
ARTICLE I
General terms and conditions. Definitions
1.01. The General Terms and Conditions (as defined in the appendix to this Loan Agreement) are an integral part of this Loan Agreement.
1.02. Unless otherwise indicated in the context, the terms used in this Loan Agreement starting with capital letters have the meanings assigned to them in the General Terms and Conditions or the addendum to this Loan Agreement.
ARTICLE II
Loan
2.01. The Bank agrees to provide the Borrower with a loan on the terms set forth or mentioned in this Loan Agreement in the amount of ¥ 62364000000 (sixty-two billion three hundred sixty-four million) Japanese yen (hereinafter referred to as the Loan) to facilitate the financing of the Program.
2.02. The Borrower has the right to withdraw the Loan funds in accordance with section III of Appendix 2 to this Loan Agreement.
2.03. The one-time commission payable by the Borrower is one quarter of one percent (0.25%) of the Loan amount.
2.04. The reservation fee payable by the Borrower is one quarter of one percent (0.25%) per annum of the unused Loan balance.
2.05. The interest paid by the Borrower for each interest period is the base rate plus the variable spread or the rate that can be applied after the conversion of the interest rate.
2.06. The payment dates are May 15 and November 15 of each year.
2.07. The principal amount of the Loan is to be repaid in accordance with the depreciation schedule set out in Appendix 3 to this Loan Agreement.
ARTICLE III
Program
3.01. The Borrower declares his commitment to the Program and its implementation. For this purpose, as well as in addition to section 5.04 of the General Terms and Conditions:
a) The Borrower and the Bank will from time to time, at the request of either party, exchange views on the Borrower's macroeconomic policy framework and progress made in the implementation of the Program;
B) prior to each such exchange of views, the Borrower must submit to the Bank, for its consideration and comments, a report on the progress made in the implementation of the Program, in such detail as the Bank reasonably requests; and
(c) Without limiting the provisions of paragraphs (a) and (B) of this Article, the Borrower must immediately inform the Bank of any situation that will have the effect of significantly reversing the objectives of the Program, or any action taken under the Program, including any action specified in Appendix 1 to this Loan Agreement.
3.02. Without limitation of the provisions of Section 3.01 of this Loan Agreement and, unless otherwise agreed between the Borrower and the Bank, the Borrower must ensure the implementation of the Program in accordance with the provisions of Annex 2 to this Loan Agreement.
ARTICLE IV
Bank's legal protection measures
4.01. An additional suspension event is as follows: a situation has arisen that makes it unlikely that the Program or a significant part of it will be implemented.
4.02. An additional acceleration event is as follows: the event specified in Article 4.01 of this Loan Agreement occurs and continues for 30 (thirty) days after notification of such event was sent by the Bank to the Borrower.
ARTICLE V
Entry into force
5.01. Additional conditions for entry into force are as follows:
(a) The Bank is satisfied with the progress made by the Borrower in implementing the Program and the adequacy of the Borrower's macroeconomic policy framework; and
(b) The Loan Agreement with the World Bank has been signed and submitted, and all the prerequisites for its entry into force or the Borrower's right to withdraw funds from it (with the exception of the entry into force of this Loan Agreement) have been fulfilled.
5.02. The deadline for the entry into force of this Loan Agreement is the date following the expiration of 90 (ninety) days after the date of signing this Loan Agreement.
ARTICLE VI
Representative. Addresses
6.01. The representative of the Borrower authorized for the purposes of Section 10.02 of the General Terms and Conditions is the Minister of Finance or the Vice Minister of Finance.
6.02. The Borrower's address for the purposes of Section 10.01 of the General Terms and Conditions:
Ministry of Finance of the Republic of Kazakhstan
Republic of Kazakhstan
Astana, 010000
Mangilik El Avenue, 8
Fax: +7-7172-75-02-01
6.03. Bank Address:
Asian Infrastructure Investment Bank
AIIB Headquarters, Tower A, Asian Financial Center
Tianchen East Road No. 1, Chaoyang District, Beijing, 100101
People's Republic of China
Fax: +86-10-8358-0002
E-mail: kaz_isegjp999@aiib.org
AGREED as of the day and year indicated above.
FOR THE REPUBLIC OF KAZAKHSTAN______________________________Authorized Representativename and surname: Madi Takievolution: Minister of Finance Date: June 15, 2026 ASIAN BANK FOR INFRASTRUCTURE INVESTMENTS_________________________________Authorized Representative Name and surname: Xiaohong and Position: Director General of the Department of Public Sector Client Work,Region 2Date: June 15, 2026
APPENDIX 1
The purpose of the Program and the activities of the Program
The purpose of the Program
The goal of the Program is to support Kazakhstan's transition to a greener and more sustainable economy through climate policy and institutional reforms in the field of energy and water resources management.
Program activities
The activities implemented by the Borrower under the Program include the following:
1. To further develop renewable energy in the country, the Borrower provided third parties with transparent and competitive access to private distributed energy production from renewable sources, as evidenced by Law No. 96-VIII and Orders No. 328, 349 and 350.
2. In order to eliminate energy subsidies and strengthen the tariff base, the Borrower has introduced systematic adjustments to electricity tariffs in accordance with the new methodology to achieve full cost recovery, as evidenced by the letter from the Committee on Regulation of Natural Monopolies.
Z. In order to eliminate energy subsidies and strengthen the tariff base, the Borrower has introduced systematic adjustments to heating tariffs in accordance with the new methodology to achieve full cost recovery, as evidenced by the letter from the Committee on Regulation of Natural Monopolies.
4. To improve energy efficiency, the Borrower has adopted stricter standards and requirements for energy conservation, tightening energy efficiency targets for first-tier consumers with the highest energy intensity, as evidenced by Order No. 322.
5. In order for the emissions trading system to contribute to the implementation of the nationally determined contribution (ONUV), the Borrower: (a) announced a set of emission limits for 2026-2030 that meet the ONUV target, as evidenced by Government Decree No. 1209; and (b) updated regulations to strengthen the verification process for emissions measurements and reporting, as evidenced by Order No. 49.
6. To improve water conservation and support adaptation to climate change, the Borrower has put into effect the Water Code, which allows for the management of water resources based on regulatory permits, as evidenced by the Water Code.
APPENDIX 2
Program Execution
Section I. Implementation mechanisms
A. Institutional arrangements
1. The Borrower, through the Program Implementation Agency, is responsible for the implementation of the Program, including monitoring and reporting, and ensures that the Program is properly and timely implemented by the Program implementation agencies.
B. Political dialogue
2. In order to eliminate energy subsidies and strengthen the tariff base, the Borrower has introduced systematic adjustments to electricity tariffs in accordance with the new methodology to achieve full cost recovery, as evidenced by the letter from the Committee on Regulation of Natural Monopolies.
Z. In order to eliminate energy subsidies and strengthen the tariff base, the Borrower has introduced systematic adjustments to heating tariffs in accordance with the new methodology to achieve full cost recovery, as evidenced by the letter from the Committee on Regulation of Natural Monopolies.
4. To improve energy efficiency, the Borrower has adopted stricter standards and requirements for energy conservation, tightening energy efficiency targets for first-tier consumers with the highest energy intensity, as evidenced by Order No. 322.
5. In order for the emissions trading system to contribute to the implementation of the nationally determined contribution (ONUV), the Borrower: (a) announced a set of emission limits for 2026-2030 that meet the ONUV target, as evidenced by Government Decree No. 1209; and (b) updated regulations to strengthen the verification process for emissions measurements and reporting, as evidenced by Order No. 49.
6. To improve water conservation and support adaptation to climate change, the Borrower has put into effect the Water Code, which allows for the management of water resources based on regulatory permits, as evidenced by the Water Code.
APPENDIX 2
Program Execution
Section I. Implementation mechanisms
A. Institutional arrangements
1. The Borrower, through the Program Implementation Agency, is responsible for the implementation of the Program, including monitoring and reporting, and ensures that the Program is properly and timely implemented by the Program implementation agencies.
B. Political dialogue
1. The Borrower, through the Executive Agency for the Program and the implementing agencies for the Program, must ensure that all policy actions taken under the Program, as set out in appendix 1 to this Loan Agreement, continue to operate.
2. The Borrower, through the Executive Agency for the Program and the implementing agencies for the Program, should inform the Bank about policy discussions with other multilateral and bilateral agencies that may affect the implementation of the Program, and provide the Bank with the opportunity to comment on all policy proposals arising from them. The Borrower, through the Executive Agency for the Program and the implementing agencies for the Program, will take into account the Bank's point of view before finalizing the development and implementation of any such proposal.
C. Prohibited practices
The Borrower, the Executive Agency of the Program, and each of the implementing agencies of the Program must: (a) comply with the AIIB's policy on prohibited practices and recognize that the AIIB reserves the right to investigate, directly or through its agents, any alleged prohibited activities related to the Program; and (b) will cooperate with any such investigation and Provide all necessary assistance for the satisfactory completion of such an investigation.
Section II. Monitoring reporting and evaluation of the Program
But. Program reports
1. The Borrower monitors and evaluates the progress of the Program and prepares Program reports in accordance with the provisions of section 5.03 (a) of the General Terms and Conditions and based on performance indicators acceptable to the Bank.
2. According to Section 5.03 (b) of the General Terms and Conditions, the completion report must be submitted to the Bank no later than twelve months after the closing date. The Completion Report should assess the status of the Program's implementation and the achievement of its expected results to the extent and in such detail as the Bank may reasonably request.
Section III. Withdrawal of loan funds
A. General provisions
1. The Borrower may withdraw the Loan funds in accordance with the provisions of this section and those additional instructions that the Bank will indicate in the notification to the Borrower.
2. Allocation of Loan funds. The loan is allocated in the form of a one-time tranche, the funds of which the Borrower can withdraw from the Loan account.
The allocation of Loan amounts for these purposes is shown in the table below.:
Download
Highlighting
The amount of the allocated loan (expressed in Japanese yen)
One-time tranche
62364000000
Total amount
62364000000
B. Conditions for the provision of the withdrawal tranche. Withdrawal period
1. Funds cannot be withdrawn from one tranche.:
a) until the Bank receives full payment of the one-time fee;
b) for any amount until the condition specified in section III 2 (b) of the supplement is fulfilled;
c) if the Borrower has not fulfilled the Preliminary Measures for the Release of Borrowed Funds to the satisfaction of the Bank and the Preliminary Measures remain in effect; and
d) if the Bank is not satisfied with the adequacy of the Borrower's macroeconomic policy.
2. Except in cases where otherwise agreed with the Bank:
(a) all funds withdrawn from the Loan account must be transferred by the Bank to a deposit account designated by the Borrower and acceptable to the Bank;
(b) The Borrower must ensure that each time the Loan amount is deposited into the escrow account, the equivalent amount is recorded in the Borrower's budget management system in a manner acceptable to the Bank;
(c) The Borrower must, within 45 (forty-five) days after withdrawal of the Loan funds from the Loan Account, submit to the Bank a report on the following: (a) the exact amount credited to the Deposit Account; (b) the details of the account to which the equivalent of the Loan funds in the Borrower's currency will be credited; (c) confirmation that that the equivalent amount has been recorded in the Borrower's budget management systems; and (d) a statement of income and expenses on the Escrow Account.
3. No Loan funds can be withdrawn to finance any Excluded Expenses.
4. The closing date is August 31, 2027.
C. Financial statements. Audits
1. The Borrower is required to maintain or ensure that separate statements and documentation on the Deposit Account are maintained in accordance with consistently applied accounting standards acceptable to the Bank, and in an appropriate manner to reflect the statements and documentation of the Deposit Account.
2. At the request of the Bank, the Borrower must audit the financial statements by independent auditors, whose qualifications, experience and terms of reference are acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank. The Borrower must submit to the Bank the financial statements and the auditors' report in English immediately after their preparation, but in any case no later than 6 (six) months from the date of the Bank's request.
Appendix 1 to Appendix 2
List of exceptions
No withdrawal of Loan funds is made in respect of any expenses:
(i) related to goods included in the following groups or subgroups of the United Nations Standard Classification of International Trade, vol. 3 (CMT, ed. 3), published by the United Nations in Statistical Documents, Series M, No. 34/ed. 3 (1986) (SKMT), or any group or subgroup provided for by further changes to the SKMT, as indicated in the AIIB notification to the Borrower:
Table. Unauthorized articles
Download
Chapter
Heading
Description of articles
112
Alcoholic beverages
121
Unprocessed tobacco; tobacco production waste
122
Processed tobacco (containing or not containing tobacco substitutes)
525
Radioactive and related materials
667
Pearls, precious and semiprecious stones, whether or not worked
718
718.7
Nuclear reactors and their components; non-radiating fuel cells (cartridges) for nuclear reactors
728
728.43
Tobacco preparation or processing equipment
897
897.3
Jewelry made of metals of the gold, silver or platinum group (excluding wristwatches and watch cases) and gold or silver products (including precious stones)
971
Gold, non-monetary (except gold ores and concentrates)
Source: United Nations
(ii) related to goods supplied under the contract that will be financed by any national or international financial institution or agency that agrees to finance, including any contracts financed under a loan or grants from the Bank;
(iii) related to goods intended for military or paramilitary purposes or the purchase of luxury goods;
(iv) drug-related;
(v) related to environmentally hazardous goods, the production, use or import of which is prohibited by the Borrower's legislation or international agreements to which the Borrower is a party;
(vi) related to payments prohibited by the Borrower in accordance with a decision of the United Nations Security Council taken in accordance with Chapter VII of the Charter of the United Nations; and
(vii) in respect of which the Bank determines that Prohibited Practices have occurred on the part of representatives of the Borrower or other recipient of the Loan funds, while the Borrower (or other such recipient) has not taken timely and appropriate measures to the satisfaction of the Bank to eliminate such practices when they occur.
APPENDIX 3
Repayment schedule
Repayment schedule
1. The following table shows the repayment dates of the principal debt of the Loan and the percentage of the total principal amount of the Loan payable on each repayment date of the principal debt (hereinafter referred to as the Repayment Share). If the Loan funds are fully disbursed on the first repayment date of the principal debt, the principal amount of the Loan payable by the Borrower on each repayment date of the principal debt will be determined by the Bank by multiplying: (a) the Loan amount withdrawn on the first repayment date of the principal debt; (b) the Repayment Share on each repayment date of the principal debt.
Download
Repayment date of the main debt
Repayment rate (expressed as a percentage)
Every May 15 and November 15, starting from May 15, 2031 to May 15, 2036
8,33 %
November 15th, 2036
8,37 %
2. If the Loan funds are not fully withdrawn as of the first repayment date of the principal debt, the principal amount of the Loan to be repaid by the Borrower on each repayment date of the principal debt is determined as follows:
(a) to the extent that any Loan funds have been withdrawn on the first repayment date of the principal debt, the Borrower must repay the Loan amount withdrawn on that date in accordance with paragraph 1 of this annex;
(b) any amounts withdrawn after the first repayment date of the principal debt must be repaid on each repayment date of the principal debt after the date of such withdrawal in amounts determined by the Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the initial amount of the Repayment Share specified in the table in paragraph 1 of this annex for that repayment date. debt, and the denominator of which is the sum of all remaining initial amounts of the Repayment Share of payments on the repayment dates of the principal debt on or after such date.
3. (a) Loan amounts withdrawn during the two calendar months preceding any repayment date of the principal debt, solely for the purpose of calculating the amounts of the principal debt payable on any repayment date, will be considered withdrawn and outstanding on the second repayment date of the principal debt following the withdrawal date, and will be repayable. for each repayment date of the principal debt, starting from the second repayment date of the principal debt following the withdrawal date;
(b) Notwithstanding the provisions of subparagraph (a) of this paragraph, if at any time the Bank applies a billing system based on payment dates, in which invoices are issued on or after the relevant principal repayment date, the provisions of this subparagraph shall no longer apply to any withdrawals after the implementation of such billing system.
addition
Section I. Definitions
1. "Unforeseen expenses" means:
(a) the amount (if any) for which:
(i) the interest that the Bank was required to receive in accordance with the terms of this Agreement for the period from the date of receipt of all or any part of the principal amount of the Loan or the unpaid amount until the last day of the current interest period in respect of that Loan or the unpaid amount, where the principal amount or the unpaid amount was paid on the scheduled repayment dates;
exceeds:
(ii) the amount of interest that the Bank would have been able to receive by depositing an amount equal to the principal amount or unpaid amount it received with a leading bank on the relevant interbank market for the period beginning on the business day following receipt or refund and ending on the last day of the current interest period; and
(b) any losses, premiums, penalties, obligations or expenses incurred in the liquidation or use of deposits or borrowings from third parties for the purpose of providing, servicing or financing all or any part of this Loan;
(c) any losses, costs, expenses incurred by the Bank as a result of termination, liquidation or modification of any financing mechanisms.
2. "Deposit Account" means the deposit account specified by the Borrower and agreed upon by the Bank, to which funds withdrawn from the Loan account are credited, as specified in section III. B.2. of Annex 2 to this Loan Agreement.
3. "Environmental and Social Exclusion List" means a list of activities and facilities excluded by the Bank from financing and subject to exclusion by the Borrower from the Program, as detailed in Environmental and Social Policy and Standards.
4. "Excluded expenses" means any expenses specified in Appendix 1 to Annex 2 to this Loan Agreement, as well as the Environmental and Social Exclusion List.
5. "General Terms and Conditions" means the general terms and conditions of the Asian Infrastructure Investment Bank for sovereign Loans dated October 22, 2021, as amended in section II of this annex.
6. ""Government Resolution No. 1209" means Resolution of the Government of the Republic of Kazakhstan dated December 31, 2025 No. 1209 "On Approval of the nationally determined contribution of the Republic of Kazakhstan to the global response to climate change by 2035".
7. ""Japanese Yen" or "JPY" means the legal currency of Japan.
8. ""Law No. 96-VIII" means the Law of the Republic of Kazakhstan dated June 19, 2024 No. 96-VIII "On Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan on support for the use of renewable energy sources and the Electric Power industry."
9. "Letter of the Committee on Regulation of Natural Monopolies" means a letter signed by the Deputy Chairman of the Committee on Regulation of Natural Monopolies of the Ministry of National Economy of the Republic of Kazakhstan dated January 27, 2026, taking into account the amendments made by the letter dated January 30, 2026.
10. ""Order No. 322" means the Order of the Acting Minister of Industry and Construction of the Republic of Kazakhstan dated September 10, 2024 No. 322 "On Amendments to the Order of the Acting Minister of Industry and Infrastructure Development of the Republic of Kazakhstan dated November 29, 2022 No. 663 "On Setting Target Indicators for Energy Efficiency for Subjects of the State Energy Register Consuming energy resources in the amount equivalent to fifty thousand or more tons of conventional fuel per year."
11. "Orders No. 328, 349 and 350" means orders of the Minister/Acting Minister of Energy of the Republic of Kazakhstan:
(a) No. 328 dated September 19, 2024 "On Amendments to the Order of the Minister of Energy of the Republic of Kazakhstan dated July 8, 2016 No. 309 "On Approval of the Rules for the Purchase and Sale of Electricity from Net Consumers";
(b) No. 349 dated September 30, 2024 "On Approval of the Rules for Connection to Electric Networks and Operation of Small-scale Facilities"; and
(c) No. 350 dated September 30, 2024 "On Approval of a Model Contract for the Purchase and Sale of electric Energy from net Consumers".
12. ""Order No. 49" means Order No. 49 of the Minister of Ecology and Natural Resources of the Republic of Kazakhstan dated February 28, 2024 "On Amendments and Additions to Order No. 12 of the Minister of Ecology, Geology and Natural Resources of the Republic of Kazakhstan dated January 14, 2022 "On Approval of the Rules for Validation and Verification".
13. "Policy on Prohibited Practices" means the Bank's Policy on prohibited practices dated December 8, 2016.
14. "Preliminary Measures" means the policy measures agreed upon between the Borrower, the Bank and the World Bank, implemented within the framework of the Program, as set out in Annex 1 to this Loan Agreement.
15. "Program" means a program of goals, policies and actions that are defined or referenced in the Borrower's Policy Letter to the Bank dated March 11, 2026, where the Borrower informs the Bank of its obligations to implement the Program and requests the Bank's assistance under its policy-based financing mechanism. to address climate change in support of the implementation of the Program, and which includes the actions taken, including those specified in annex 1 to this Loan Agreement.
16. "Executive Agency for the Program" means the Ministry of Finance of the Republic of Kazakhstan.
17. "Implementing Agencies under the Program" means the Ministries of Energy, Water Resources and Irrigation, Ecology and Natural Resources, industry and Construction, and the national economy of the Borrower.
18. "Prohibited practice" has the meaning specified in the Prohibited Practices Policy.
19. "TONA" means, for any Interest Period, the interbank deposit offer rate in Japanese yen, expressed as a percentage per annum, which is published on the relevant rates page at the usual publication time set by the administrator of the TONA benchmark Rate in the TONA methodology, as reasonably determined by the Bank for the relevant Interest Period.
20. "Water Code" means the Water Code of the Republic of Kazakhstan dated April 9, 2025 No. 178-VIII.
21. "World Bank" means the International Bank for Reconstruction and Development.
22. Loan Agreement with the World Bank means an Agreement concluded between the Borrower and the World Bank providing for the provision of a loan in the amount of 92316000000 Japanese yen to finance the Program and other areas of reform.
Section II. Amendments to the General Terms and Conditions
The following changes have been made to the General Terms and Conditions:
1. Where "Project" is used in General Terms, this term should be replaced by "Program".
2. Section 2.01 (c) is to be deleted and replaced by the following text:
"Each withdrawal of the Loan amount from the Loan Account is made in the Loan Currency. The Bank, upon request and acting as the Recipient's agent, and on such terms as the Bank determines, shall purchase from the Loan currency withdrawn from the Loan Account such currencies as the Recipient requests in accordance with Section 2.01 (b)."
3. Section 2.02 "Special obligation of the Bank" is subject to deletion.
4. Paragraph (a) of section 2.03 "Withdrawal request" should be deleted and replaced with the following text:
"When the Recipient wishes to request a withdrawal from the Loan Account, the Recipient sends the Bank a written request in such form and with such content as the Bank reasonably requires."
5. Section 2.04 "Assigned accounts" of the General Terms and Conditions is to be deleted and replaced by the following text:
"Section 2.04. Crediting Loan amounts
(a) Unless otherwise agreed by the Bank, all withdrawals from the Loan Account are credited by the Bank to an account designated by the Recipient and acceptable to the Bank.
(b) The Recipient shall ensure that each time the Loan amount is credited to the account, the equivalent amount is recorded in the Recipient's budget management system in a manner acceptable to the Bank.".
6. Section 2.05 "Allowable expenses" should be deleted and replaced with the following text:
"Section 2.05. Allowable expenses and Excluded expenses
The Loan funds may be used for any Eligible Expenses, however, the Recipient undertakes to ensure that these funds are not used for Excluded Expenses."
7. Section 2.06 "Retroactive financing" is subject to deletion.
8. Section 2.07 "Tax financing" is subject to deletion.
9. Section 2.09 "Redistribution" is subject to deletion.
10. The entire article V, entitled "Project implementation" of the General Terms and Conditions, is to be deleted and replaced by the following text:
"ARTICLE V. Program
Section 5.01. Provision of other resources
The Recipient provides or ensures the provision of facilities, services, and other resources necessary for the Program, as needed and without delay.
Section 5.02. Documentation
The Recipient keeps all relevant documentation confirming the expenses incurred at the expense of the Loan funds for two years after the Closing Date. At the request of the Bank, the Recipient provides the Bank's representatives with the opportunity to verify such documentation.
Section 5.03. Monitoring and evaluation of the Program
(a) The Recipient maintains or ensures the maintenance of policies and procedures sufficient to continuously monitor and evaluate the progress of the Program and achieve its objectives in accordance with indicators acceptable to the Bank.
(B) The Recipient prepares or prepares and submits to the Bank, no later than 12 (twelve) months after the Closing Date, a report of the volume and level of detail that the Bank reasonably requires on the implementation of the Program, the fulfillment by the Loan Parties and the Bank of their obligations under the legal agreements and the achievement of the objectives of the Loan.
Section 5.04. Cooperation and consultations
The Bank and the Loan Parties cooperate fully to ensure that the objectives of the Loan and the Program are achieved. For this purpose, the Bank and the Loan Parties:
(a) from time to time, at the request of either Party, exchange views on the Program, the Loan, and the fulfillment of their obligations under legal agreements, and provide the other Party with all reasonably requested information; and
(b) promptly inform each other of any circumstances that impede or threaten to impede the above.
Section 5.05. Visits
(a) In accordance with these General Terms and Conditions and at the request of the Bank, as well as to facilitate visits related to obtaining a Loan or Program, the Participant must provide the Bank's representatives with all reasonable opportunities to visit any part of its territory for purposes related to obtaining a Loan or Program.
(b) The Recipient provides the Bank's representatives with the opportunity to verify documents and records related to the fulfillment of obligations under legal agreements.
Section 5.06. Disputed territory
In the event that the Program is implemented in a territory that is or becomes disputed, neither the Bank's financing of the Program nor any designation or mention of such territory in legal agreements presupposes the Bank's judgment regarding the legal or other status of such territory and does not prejudge the outcome of any claims in respect of such territory."
11. Section 7.03 (d) is subject to deletion.
12. Section 7.04 is subject to deletion.
13. The following new section should be added immediately after section 7.08 "Effect of provisions after Cancellation, Suspension or Acceleration":
"Section 7.09. Loan Repayment
(a) If the Bank determines that any amount of the Selected Loan Balance has been used in a manner inconsistent with the provisions of the legal agreements, the Recipient, upon notification by the Bank, immediately returns such amount to the Bank. Such inappropriate use includes, but is not limited to:
(i) the use of such an amount to pay for any Excluded Expenses; and
(ii) engaging in Prohibited Practices.
(b) Unless the Bank determines otherwise, the Bank will cancel all amounts refunded in accordance with this section.
(c) If any refund notice is provided pursuant to Section 7.09 (a) during the Conversion Period for any Conversion applicable to the Loan, the provisions of Section 4.03 shall apply."
14. The definition of "Allowable expenses" in paragraph 26 of the addendum should be deleted and replaced by the following text:
"Eligible Expenses" means any use of the Loan funds in support of the Program, except for financing Excluded Expenses."
15. The definition of "Local expenses" in paragraph 55 of the addendum should be deleted.
16. The definition of "Procurement policy" in paragraph 61 of the addendum should be deleted.
17. The definition of "Retroactive financing data" in paragraph 76 of the addendum should be deleted.
18. The definition of "Retroactive financing limit" in paragraph 77 of the addendum is subject to deletion.
19. The definition of "Retroactive payment" in paragraph 78 of the addendum should be deleted.
20. The definition of "Special obligation" in paragraph 80 of the addendum should be deleted.
21. The definition of the "Base Rate" in the appendix to the General Terms and Conditions should be changed and reformulated completely as follows:
"The base rate for any interest period means:
(a) (i) for the US dollar, a compound SOFR; (ii) for the euro, EURIBOR; and (iii) for the Japanese yen, TONA; provided that if the relevant Base Rate is unavailable from conventional sources of information at the usual publication time for the relevant Interest Period, the Bank must reasonably determine such a Base Rate. the rate, taking into account prevailing market practices regarding alternative methods of calculating the base rate, their market representativeness and acceptability for the Bank for the purposes of managing its assets and liabilities, as well as notify the Borrower accordingly;
(b) if the loan currency is a currency other than the US dollar, euro, or Japanese yen, such a Base Rate reflecting market practice for such currency should be specified in the Loan Agreement.;
(c) provided that if: (i) the Bank determines that the base rate for the Loan currency has permanently ceased to be quoted, or the regulatory authority has made a public statement or published information to the base rate administrator announcing that such base rate is or will no longer be representative or published; or (ii) The Bank is no longer able, or it is no longer a commercially acceptable Bank, to use such a base rate for asset and liability management purposes. The base rate means such other comparable base rate for the Loan currency, including any applicable spread, which the Bank must determine and notify the recipient in accordance with paragraph (d) section 3.02 "Interest".
22. The definition of "Variable Spread" in the appendix to the General Terms and Conditions should be changed and reformulated completely as follows:
"Variable Spread" means, for each interest period, the Bank's variable spread on loans denominated in the currency of the Loan issued by the Bank, with the same weighted average maturity as the Loan itself, effective at 00:01 Beijing time, one calendar day before the date of interest payment for the previous interest period and expressed as a percentage per year, except in cases where, for the purposes of determining the variable spread on the Loan applicable to the initial interest period, the variable spread will be determined by the Bank at the time of the first withdrawal.
Section III. Other provisions on the Loan in yen
The following provisions apply to a Yen Loan:
1. Unforeseen expenses
If the Bank incurs any unforeseen expenses as a result of the Borrower:
(a) failed to make any payment within the prescribed time limit;
(b) has not made an advance payment in accordance with the advance payment notice; or
(c) made an advance payment as a result of accelerated repayment of the Loan,
In this case, the Borrower is obliged, at the request of the Bank, to pay the Bank the amount of unforeseen expenses incurred by the Bank, which the Bank notifies the Borrower from time to time in reasonable detail.
2. Withdrawal of Loan funds
(a) The Borrower may withdraw the Loan funds by sending a duly completed original withdrawal request to the Bank no later than 15 (fifteen) business days prior to the expected withdrawal date (or such other date as may be agreed by the Bank and the Borrower).
(b) The Borrower may withdraw the Loan funds provided that on or before the expected repayment date, the Bank has determined (at its sole discretion) that the Bank has entered into the necessary financial transactions with respect to the proposed Loan.
3. Temporary currency exchange
(a) If the Bank reasonably determines that an emergency has arisen in which the Bank will not be able to provide the Loan Currency for Loan Financing purposes at any time, the Bank may provide such alternative currency or currencies ("Alternative Loan Currency") instead of the Loan Currency that the Bank chooses. During the duration of such an emergency:
(i) The substitute Loan Currency is considered to be the Loan Currency for the purposes of legal agreements; and
(ii) Loan payments should be made in a substitute currency for the Loan currency and other appropriate financial conditions should be applied in accordance with principles reasonably established by the Bank. The Bank is obliged to immediately notify the Parties to the Loan of the occurrence of such an emergency, of the substitute currency of the Loan and the financial terms of the Loan related to the substitute currency of the Loan.
(b) Upon receipt of the notification from the Bank in accordance with paragraph (a) of this section, the Recipient may, within 30 (thirty) days thereafter, notify the Bank of the choice of another currency acceptable to the Bank as a substitute Loan currency. In this case, the Bank notifies the Recipient of the financial terms of the Loan applicable to the specified Substitute Loan Currency, which are determined in accordance with the principles reasonably established by the Bank.
(c) During the period of the emergency referred to in paragraph (a) of this section, the advance payment premium for the Loan will not be paid.
(d) As soon as the Bank is able to provide the Loan Currency that was originally used in the Loan, it must, at the request of the Recipient, change the replacement Loan currency to the original Loan Currency in accordance with principles reasonably established by the Bank; provided that, if such Loan is covered by the Participant in the Guarantee, the Bank may reflect such changes in the Guarantee The Participant at his own discretion, notifying the Parties to the Loan.
I hereby certify that this translation corresponds to the text of the Loan Agreement (Program for Inclusive and Sustainable Economic Growth) between the Republic of Kazakhstan and the Asian Infrastructure Investment Bank in English, signed on June 15, 2026 in Astana.
Vice Minister
D. Kenbeil
President
Republic of Kazakhstan
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