On the ratification of the Loan Agreement (Project to Stimulate Productive Innovations) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development

Home / RLA / On the ratification of the Loan Agreement (Project to Stimulate Productive Innovations) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development

The Law of the Republic of Kazakhstan dated February 2, 2016 No. 450-V SAM.

To ratify the Loan Agreement (A Project to stimulate productive Innovation) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development, signed in Astana on June 9, 2015.

President

Republic of Kazakhstan

N. NAZARBAYEV

LOAN No. 8463-KZ

Loan agreement (Project to stimulate productive innovation) between the REPUBLIC OF KAZAKHSTAN and BY THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT

Date 9 June 2015

LOAN AGREEMENT

Agreement dated June 9, 2015 between the REPUBLIC OF KAZAKHSTAN (the "Borrower") and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). The Borrower and the Bank have hereby agreed on the following:

ARTICLE I — GENERAL CONDITIONS; DEFINITIONS

1.01. The General Terms and Conditions (defined in the Appendix to this Agreement) are an integral part of this Agreement.

1.02. Unless otherwise indicated in the context, the terms used in this Agreement starting with capital letters have the meanings assigned to them in the General Terms and Conditions or the Annex to this Agreement.

ARTICLE II - LOAN

2.01. The Bank agrees to provide the Borrower with an amount equal to eighty-eight million US dollars (88,000,000 US dollars), which may be converted from time to time by currency conversion in accordance with the provisions of Section 2.08 of this Agreement (the "Loan"), for the term and conditions set forth in this Agreement or referenced therein, in order to assist in financing the project described in Appendix 1 to this Agreement (the "Project").

2.02. The Borrower has the right to withdraw the Loan funds in accordance with Section IV of Appendix 2 to this Agreement.

2.03. The one-time commission payable by the Borrower is one quarter of one percent (0.25%) of the Loan amount. The Borrower shall pay a one-time commission no later than sixty (60) days after the effective date of this Agreement.

2.04. The reservation fee payable by the Borrower is one quarter of one percent (0.25%) per annum of the outstanding Loan balance.

2.05. The interest payable by the Borrower for each interest period will be calculated at a rate equal to the reference rate for the Loan currency plus a variable spread; provided that upon conversion of all or any part of the principal amount of the Loan, the amount of remuneration payable by the Borrower during the conversion period for this amount can be determined in accordance with the provisions of article IV of the General Terms and Conditions. Notwithstanding the above, if any part of the withdrawn outstanding Loan balance remains unpaid on time and is not paid within thirty days, the amount of remuneration payable by the Borrower will be calculated in accordance with the provisions of Section 3.02 (e) of the General Terms and Conditions.

2.06. The payment dates are June 15 and December 15 of each year.

2.07. The principal amount of the Loan is repaid in accordance with the repayment schedule set out in Appendix 3 to this Agreement.

2.08. (a) The Borrower may at any time request any of the following Loan terms conversions in order to ensure sound debt management:

(i) changing the Loan currency of all or any part of the Loan principal amount, both withdrawn and not withdrawn, to the approved currency;

(ii) a change in the interest rate basis applicable to: (A) all or any part of the withdrawn and outstanding principal amount of the Loan from a variable rate to a fixed rate, or vice versa; or (B) all or any part of the principal amount of the Loan, withdrawn and outstanding, from a variable rate based on a reference rate and a variable spread, a variable rate based on a fixed reference rate and a variable spread, or vice versa; or (C) to the entire principal amount of the Loan, withdrawn and outstanding, from a variable rate based on a variable spread to a variable rate based on a fixed spread; and

(iii) determining the limits of the variable rate or reference rate applicable to all or any part of the withdrawn and outstanding principal amount of the Loan by setting an upper limit or lower limit on the interest rate for the variable rate or reference rate.

(b) Any modification requested in accordance with paragraph (a) of this section, which is accepted by the Bank, will be considered a "Conversion" as defined in the General Terms and Conditions and will take effect in accordance with the provisions of Article IV of the General Terms and Conditions and the Conversion Guidelines.

ARTICLE III — THE DRAFT

3.01. The Borrower declares his commitment to the Project objective. To this end, the Borrower implements the Project through the Ministry of Education and Science (MES) in accordance with the provisions of Article V of the General Terms and Conditions.

3.02. Without prejudice to the provisions of Section 3.01 of this Agreement, unless otherwise agreed between the Borrower and the Bank, the Borrower will ensure the implementation of the Project in accordance with the provisions of Appendix 2 to this Agreement.

ARTICLE IV - ENTRY INTO FORCE; TERMINATION

4.01. Additional conditions for entry into force are as follows:

(a) The Ministry of Education and Science will issue an order to establish a State Unitary Enterprise, as specified in Section I.A.2. Appendix 2 to this Agreement.

(b) The Project implementation Guidance, satisfactory to the Bank, has been accepted by the Borrower through the Ministry of Education and Science.

4.02. The deadline for the entry into force of this Agreement is the date following the expiration of one hundred and eighty (180) days after the date of signing this Agreement.

ARTICLE V - REPRESENTATIVE; ADDRESSES

5.01. The Borrower's representative is the Minister of Finance.

5.02. Borrower's address:

Ministry of Finance

11 Pobedy Avenue

Astana, 010000

Republic of Kazakhstan

Telex: Fax number:

265126 (FILIN) (7) (7172) 717785

5.03. Bank Address:

International Bank for Reconstruction and Development

1818 H Street, N.W.

Washington, DC, 20433

United States of America

Telegraphic address: Telex: Fax number:

INTBAFRAD 248423(MCI) or 1-202-477-6391

Washington, D.C. 64145(MCI)

AGREED ______________, ________________, on the day and year specified above.

FOR THE REPUBLIC OF KAZAKHSTAN

Whom:

____________________________________

Authorized representative

Full name.: ____________________________

Post: _________________________

FOR THE INTERNATIONAL BANK

RECONSTRUCTION AND DEVELOPMENT

Whom:

____________________________________

Authorized representative

Full name.: ____________________________

Post: _________________________

ADDENDUM 1 Project Description

The aim of the Project is to encourage high-quality, country-relevant research and technology commercialization.

The project consists of the following parts:

Part 1 Developing a knowledge base for innovation

Encouraging high-quality, country-relevant scientific research and development, as well as human capital development activities by providing Grants for Groups of Junior Researchers, Grants for Groups of Senior Researchers, and Grants to support research and training for Postdoctoral (PhD) students.

Part 2 Innovation Consortia

Facilitating cooperation among existing research institutes, design bureaus and laboratories of engineering and scientific profiles in Kazakhstan (a) in relation to research activities aimed at improving the productive sectors of the Borrower's economy by providing Grants to Production Sector Consortia; and (b) in relation to the provision of social services, including improving the standard of living in urban and rural areas by providing Grants to Consortia for Inclusive Innovation.

Part 3 Consolidation of the technology commercialization cycle

Promoting the development of startup companies by:

A. Formation of the Venture Fund for early financing (the "VFRF Fund") in order to provide investments to the VFRF for financing VFRF Subprojects, including providing management support;

B. Providing consulting services for the development of technologies and innovative ideas into viable commercial projects through innovation brokerage and transaction flow generation, in accordance with the criteria set out in the RFP;

C. Establishment and management of Technology Acceleration Offices outside Kazakhstan; and

D. Enhance the capacity of existing Technology Transfer Offices at major universities in Kazakhstan and strengthen their institutional capacities through training.

Part 4 Strengthening the coordination of the National Innovation System; Increasing the capacity of existing institutional structures

To promote better coordination between key stakeholders, as well as interested government agencies and ministries of the Borrower in the National Innovation System by developing and launching an innovation observatory, which includes an official platform for monitoring the process of innovation in the public and private sectors of the economy through the provision of goods and consulting services, in accordance with the criteria presented in the RFP.

Part 5 Project Implementation Support

Support to the State Unitary Enterprise in the implementation of Project management, monitoring and evaluation, awareness-raising and capacity-building.

ADDENDUM 2 Project Execution

Section I. Implementation mechanisms

A. Institutional arrangements.

1. The Borrower implements the Project through the Ministry of Education and Science in accordance with the requirements, criteria, organizational mechanisms and operational procedures set out in the RFP.

2. The Borrower, through the Ministry of Education and Science, will form and further engage and support a Project Management Group (SUE) throughout the entire Project implementation period, with functions and responsibilities (including the responsibility to assist the Ministry of Education and Science in carrying out day-to-day activities related to the Project), qualified and experienced staff (including the director, procurement specialist, a financial management specialist, a monitoring and evaluation specialist, a security specialist, and an accountant) and sufficient resources to meet the Bank's requirements.

3. The Borrower is not entitled to assign, amend, cancel or waive any provisions of the RFP without prior agreement with the Bank.

4. The Borrower, through the Ministry of Education and Science, will establish and continue to support a Steering Committee of the Project with a composition (including, among others, representatives of the Finance Department of the Ministry of Education and Science, the Legal Department of the Ministry of Education and Science, the head of the State Unitary Enterprise, and chaired by the Vice Minister of the Ministry of Education and Science in charge of the Project), functions and responsibilities acceptable to the Bank, including, among others, the following responsibilities: (i) providing strategic guidance to the Ministry of Education and Science for the full implementation of the Project; (ii) develop and approve annual Project action plans, the Project budget and the related Procurement Plan, as well as regularly review Project monitoring and evaluation data in order to determine progress and make corrective proposals for consideration by the Ministry of Education and Science to ensure satisfactory achievement of the Project objective; (iii) coordinate and promote consensus among key stakeholders on key policy issues related to the implementation of the Project; and (iv) monitoring the implementation of innovation reforms.

5. The borrower, through the Ministry of Education and Science, will rely on and ensure that the Science Foundation provides the necessary assistance to the Ministry of Education and Science in the technical aspects of the Project, including, but not limited to, the preparation and monitoring of technical aspects of implementation plans (work programs and budgets), preparation of technical aspects of technical assignments, participation in the selection processes of Subproject grantees, monitoring of technical aspects of Subproject results, collection of technical data on Project monitoring indicators, all in accordance with the RFP.

6. Without prejudice to the provisions of Section 5.03 of the General Terms and Conditions, the Borrower will provide the Ministry of Education and Science promptly and, as necessary, with financing and other resources for the implementation of Parts 4 and 5 of the Project.

7. The Borrower, through the Ministry of Education and Science, will create and, throughout the duration of the Project, will provide the activities of the IUCN with personnel with qualifications and experience acceptable to the Bank (including researchers with qualifications and experience in scientific fields of strategic importance to the Borrower, including, but not limited to, physical chemistry, geophysical and engineering sciences, mathematics, biomedicine or bioengineering, environmental sciences, information technology and electronics, materials science), as well as resources and technical specifications that meet the requirements of the Bank.

8. The borrower, through the Ministry of Education and Science, will create conditions for the IUCN to provide methodological guidance on all scientific issues related to the Project, including methodological guidance on the selection of recipients of Grants for GSNS, Grants for GMNS and Grants to support research and training of postdoctoral fellows (PhD), and monitoring their progress in science and commercialization, while All of this is carried out in accordance with the requirements, criteria, organizational mechanisms and operational procedures set out in the RFP and the RPPM.

9. Within six (6) months after the effective date of the Loan Agreement, the Borrower, through the Ministry of Education and Science, will develop and commission a new financial management system that will be used, among other things, to generate interim unaudited financial statements specified in Section II.B.2 of this Addendum.

B. Subprojects

1. In order to implement a Subproject of a Group of Junior Researchers, a Subproject of a Group of Senior Researchers, or a Subproject to Support Postdoctoral Research and Training (PhD) under Part 1 of the Project, the Borrower, through the Ministry of Education and Science, will provide Grants for GMNS, Grants for GSNS, and Grants to support Postdoctoral Research and Training (PhD) in accordance with the criteria eligibility and procedures set out in the RFP. Each application for a Subproject of a Group of Junior Researchers, a Subproject of a Group of Senior Researchers, or a Subproject supporting Postdoctoral Research and Training (PhD) must:

a) be market-oriented and scientifically competitive on an international scale;

b) be relevant to the current or future scientific, economic and industrial development of Kazakhstan, including the possibility of establishing research partnerships with local or foreign commercial companies;

(c) Include plans to provide mentoring to graduates and students and to organize internships in order to educate a new generation of scientists;

d) have the potential and interest to conduct multidisciplinary research;

(e) Include proposals for awareness-raising activities at universities, secondary schools and with the public;

(f) Be selected, evaluated and implemented in accordance with the principles and procedures provided for in the RFP, Procurement Manual and RFP.

2. In order to implement any of the Subprojects of the Consortia of the Manufacturing Sector or Consortia of Inclusive Innovations within the framework of Part 2 of the Project, the Borrower, through the Ministry of Education and Science, will provide KPS Grants and CII Grants in accordance with the eligibility criteria and procedures set out in the RFP. Each of the applications for any of the Subprojects of the Consortia of the Manufacturing Sector or Consortia of Inclusive Innovation will have to:

a) be selected by the Ministry of Education and Science on the recommendation of the IUCN;

b) market-oriented and scientifically competitive on an international scale;

c) relevant to the current or future scientific, economic and industrial development of Kazakhstan;

d) be selected, evaluated and implemented in accordance with the principles and procedures set out in the RFP, Procurement Manual and RFP.

3. The borrower, through the Ministry of Education and Science, will provide each Grant for GSNS under the GSNS Grant Agreement, each Grant for GMNS under the GMNS Grant Agreement, each Grant to Support Postdoctoral Research and Training (PhD) under the Grant Agreement to Support Postdoctoral Research and Training (PhD), each KPS Grant in as part of the KPS Grant Agreement, and each CII Grant under the CII Grant Agreement, the terms of such agreements are subject to approval by the Bank and will include the following:

(a) Grants for GSNS, Grants for GMNS, Grants to support Postdoctoral Research and Training (PhD), KPS Grants and CII Grants will be denominated in tenge;

(b) The Borrower will receive appropriate rights to protect his interests and those of the Bank, including the right to:

(i) suspend or terminate the use of the funds of the GSNS Grant, the GMNS Grant, the Postdoctoral Research and Training Grant (PhD), the KPS Grant or the CII Grant, as appropriate, or receive a refund of all or any part of the funds of the GSNS Grant, the GMNS Grant, the Research Support Grant and postdoctoral (PhD) training, a KPS Grant or a CII Grant in case the relevant recipient fails to fulfill any of his obligations under the relevant Grant Agreement for the State Tax Service, the Grant Agreement for the State Tax Service, Grant Agreements to support Postdoctoral Research and Training (PhD), CPS Grant Agreements, or CII Grant Agreements, respectively;

(ii) require from each recipient a Grant for the State Tax Service, a Grant for the State Tax Service, a Grant to support Postdoctoral Research and Training (PhD), a Grant from the KPS or a Grant from the CII:

(A) implementing the declared Subproject, as appropriate, with due integrity and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices acceptable to the Bank, including in accordance with the provisions of the RFPR and the Anti-Corruption Guidelines;

(B) Operational provision of targeted resources;

(C) the purchase of goods, small works and services to be funded from a Grant for the State Tax Service, a Grant for the State Tax Service, a Grant to Support Postdoctoral Research and Training (PhD), a KPS Grant or a CII Grant, as appropriate, in accordance with the provisions of this Agreement and the provisions of Section III of this Supplement (including Appendix to this Addendum);

(D) the implementation of appropriate policies and procedures to enable monitoring and evaluation of progress on the implementation of a particular Subproject and the achievement of its objectives in accordance with indicators acceptable to the Bank;

(E) (1) maintaining a financial management system and preparing financial statements in accordance with consistently applied accounting standards acceptable to the Bank, in such a way as to adequately reflect the operations, resources and costs associated with the Subproject;

(2) at the request of the Bank or the Borrower, conduct an audit of the financial statements by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly provide the audited statements to the Borrower and the Bank.;

(F) providing an opportunity for the Borrower and the Bank to verify the relevant Subproject, its activities and related records and documents; and

(G) preparing and providing to the Borrower and the Bank all information that may reasonably be requested by the Borrower or the Bank in relation to the above.

4. The Borrower, through the Ministry of Education and Science, will exercise its rights and fulfill its obligations under each Grant Agreement for the State Tax Service, the Grant Agreement for the State Tax Service, the Grant Agreement to Support Research and Training of Postdoctoral Fellows (PhD), the KPS Grant Agreement and the CII Grant Agreement in such a way as to protect the interests of the Borrower and the Bank and fulfill Loan objectives. Unless otherwise agreed by the Bank, the Borrower has no right to assign, amend, cancel, refuse, terminate or not execute any Grant Agreement for the State Tax Service, any Grant Agreement for the State Tax Service, any Grant Agreement to Support Postdoctoral Research and Training (PhD), anyeither a CPS Grant Agreement, a CII Grant Agreement, or any provision thereof.

5. In order to implement Part 3.A. of the Project, the Borrower, through the Ministry of Finance, will ensure the hiring and consolidation of a private management company for the Russian Federation with qualifications, experience and terms of reference acceptable to the Bank, whose responsibilities will include, inter alia, actively searching for Russian Federation Subprojects, submitting them to the Russian Federation Investment Committee, monitoring the effectiveness of Russian Federation investments, and regular informing of the VFRF Governing Council on the results of the VFRF activities.

6. In order to implement Part 3.A. of the Project and ensure the ability of the Russian Federation to provide early stage financing for Russian Federation Subprojects, the Borrower, through the Ministry of Finance, will transfer the Loan funds classified in Category (4) to the Russian Federation in accordance with the agreement concluded between the Borrower, through the Ministry of Finance, and the Russian Federation (the "Agreement on the Formation of the Russian Federation") on the terms, satisfying the Bank, which, among other things, will include:

(a) the Borrower's right, through the Ministry of Education and Science, to take corrective measures against the FFRF in the event of the FFRF's non-compliance with its obligations under the Agreement on the Formation of the FFRF (such measures may, inter alia, include partial or complete suspension and/or cancellation or refund of the entire amount or any part of the Loan funds provided by the FFRF in accordance with the Agreement on the formation of the WFRF (under appropriate circumstances);

(b) the Borrower's obligation, through the Ministry of Education and Science, to (i) secure, from Loan funds, up to 50% of the total funds required to make investments in the Russian Federation, on a parity basis, provided that funds equivalent to the remaining share required to achieve 100% of the corresponding investments in the Russian Federation are provided by private investors, in accordance with the criteria set out in the RFP and from sources acceptable to the Bank; and (ii) compliance with the specific obligations reflected in this Agreement with respect to Part 3.A. of the Project; and

(c) the obligation of the Russian Federation, upon approval of any Russian Federation Subproject, to provide Russian Federation investments to the recipient of these Russian Federation investments in accordance with an Agreement concluded between the Russian Federation and the designated recipient (the "Russian Federation Investment Agreement"), on terms satisfactory to the Bank, which, inter alia, will include the following:

(i) The FFRF will ensure that it obtains rights that sufficiently protect the interests of the Borrower, the FFRF and the Bank, including the right to suspend or terminate the use of funds from any investments of the FFRF or to receive compensation for all or part of the related investments of the FFRF in the event that the recipient fails to fulfill any of its obligations under the relevant Investment Agreement of the FFRF; and

(ii) each recipient of any investment in the Russian Federation is required to:

(A) implement the relevant RFRF Subproject with due integrity and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices acceptable to the Bank, including in accordance with the provisions of the RFPR and the Anti-Corruption Guidelines;

(B) Promptly provide targeted resources;

(C) purchase goods, small-scale works and services to be financed from the funds of the Russian Federation's investments, in accordance with the provisions of this Agreement and Section III of this Addendum (including the Annex to this Addendum);

(D) implement appropriate policies and procedures to enable monitoring and evaluation of progress on the implementation of the WWRF Subproject and achievement of its objectives in accordance with indicators acceptable to the Bank;

(E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank in such a way as to adequately reflect the operations, resources and costs associated with the Subproject;

(F) provide an opportunity for the Borrower and the Bank to verify the relevant RFRF Subproject, its activities and related records and documents; and

(G) prepare and provide to the Borrower and the Bank all information that may reasonably be requested by the Borrower or the Bank in relation to the above.

7. The Borrower will exercise its rights and fulfill its obligations under the Agreement on the Formation of the FFRF in such a way as to protect the interests of the Borrower and the Bank and achieve the investment goals of the FFRF. Unless otherwise agreed by the Bank, the Borrower, through the Ministry of Education and Science, will ensure that the Russian Federation does not assign, amend, cancel, terminate, waive or fail to comply with any of the Russian Federation Grant Agreement or any of its provisions.

With. Anti-corruption measures

The Borrower will ensure the implementation of the Project in accordance with the Anti-Corruption Guidelines.

D. Safety measures

1. The Borrower will implement the Project through the Ministry of Education and Science in accordance with the Framework Environmental Action Plan and any localized Environmental Action Plans prepared under the RPPM, and will not assign, amend, suspend, cancel, cancel or waive any provisions of the RPPM or localized Environmental Action Plans without the prior consent of the Bank.

2. The borrower, through the Ministry of Education and Science, will ensure that applications for Subprojects, including applications for WWRF Subprojects, will not be approved if they assume:

(a) any measures involving involuntary resettlement;

(b) any activities that may have a significant negative impact on the environment that are sensitive, diverse or unprecedented, as determined by the Bank; or

Section II. Monitoring, reporting and evaluation of the Project

A. Project Reports

The Borrower, through the Ministry of Education and Science, will monitor and evaluate the progress of the Project, as well as prepare Project reports in accordance with the provisions of Section 5.08 of the General Terms and Conditions and based on indicators acceptable to the Bank. Each Project report must cover a period of one calendar quarter and be submitted to the Bank no later than forty-five (45) days after the end of the period covered by such report.

B. Financial management, financial reports and audit

1. The borrower, through the Ministry of Education and Science, will maintain or ensure the maintenance of a financial management system in accordance with the provisions of Section 5.09 of the General Terms and Conditions.

2. Without prejudice to the provisions of Part A of this Section, the Borrower, through the Ministry of Education and Science, will prepare and submit to the Bank, no later than forty-five (45) days after the end of each calendar quarter, interim financial reports on the Project acceptable to the Bank in form and substance for the relevant calendar quarter that have not been audited.

3. The Borrower, through the Ministry of Education and Science, will ensure that its financial statements are audited in accordance with the provisions of Section 5.09 (b) of the General Terms and Conditions. Each audit of financial statements should cover the period of one financial year of the Borrower. The financial statements for each such period, which have been audited, must be provided to the Borrower and the Bank no later than six months after the end of the relevant period and be available to the public in a timely manner and in a form acceptable to the Bank.

4. The Borrower, through the Ministry of Finance, will ensure that: (a) the financial statements of the Russian Federation are prepared in accordance with consistently applied accounting standards acceptable to the Bank, in such a way as to reflect the operations and financial condition of the Russian Federation, including operations, resources and costs associated with Part 3.A of the Project; and (b) an audit of its financial statements by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank. Each financial report that has been audited must cover the period of one financial year of the Borrower, starting from the financial year during which the first deposit from the Loan funds is made to the Russian Federation. The financial statements of the Russian Federation for each such period, which have been audited, must be provided to the Ministry of Education and Science and the Bank no later than six months after the end of the relevant period and be available to the public in a timely manner and in a form acceptable to the Bank.

Section III. Purchases

A. General provisions

1. Goods and non-consulting services. All goods, small works and non-consulting services required for the implementation of the Project and financed from the Loan funds are purchased in accordance with the requirements contained or referenced in Section I of the Procurement Manual, as well as in accordance with the provisions of this Section.

2. Consulting services. All consulting services required for the Project and financed from the Loan funds must be procured in accordance with the requirements contained or referenced in Sections I and IV of the Consultant Manual, as well as in accordance with the provisions of this Section.

3. Definitions. The capitalized terms used below in this Section to describe individual procurement methods or the Bank's review methods for individual contracts refer to the relevant method described in Sections II and III of the Procurement Manual or Sections II, III, IV and V of the Consultant Manual, as appropriate.

B. Selected methods of purchasing goods and non-consulting services

1. International competitive bidding. Unless otherwise provided in paragraph 2 below, the procurement of goods, small-scale works and non-consulting services will be carried out under contracts awarded in accordance with international competitive bidding procedures.

2. Other methods of purchasing goods and non-consulting services. In addition to international competitive bidding, the following methods of procurement of goods, small works and non-consulting services may be used for those contracts specified in the Procurement Plan:

(a) national competitive bidding, which is governed by the additional provisions specified in the Annex to this Appendix 2; and

(b) procurement on the open market; and

C. Selected methods of procurement of consulting services

1. Selection based on quality and cost. Unless otherwise provided in paragraph 2 below, the procurement of consulting services will be carried out within the framework of contracts awarded in accordance with the selection procedure based on quality and cost.

2. Other methods of procurement of consulting services. In addition to Selection based on quality and cost, the following methods of procurement of consulting services can be used for those contracts specified in the Procurement Plan:

(a) Selection with a fixed budget;

(b) Lowest cost selection;

(d) Procurement of consulting firms' services from a single source;

(e) Selection of individual consultants; and

(f) Procedures for selecting individual consultants from a single source.

D. The Bank's review of procurement decisions

The Procurement Plan should specify those contracts that are subject to preliminary review by the Bank. All other contracts are subject to review by the Bank after the fact.

Section IV. Withdrawal of Loan funds

A. General provisions

1. The Borrower may withdraw the Loan funds in accordance with the provisions of Article II of the General Terms and Conditions, this Section, and those additional instructions that the Bank specifies in the notification to the Borrower (including the World Bank's "Guidelines for the Disbursement of Project Funds" dated May 2006, periodically reviewed by the Bank and applicable to this Agreement in accordance with such instructions), to finance Eligible expenses according to the table given in paragraph 2 below.

2. The table below shows the categories of Eligible Expenses that can be financed from the Loan (the "Category"), the Loan amounts allocated for each Category, and the percentage of expenses to be financed as Eligible Expenses for each Category.

Category

Loan amount allocated (expressed in US dollars)

Share of expenses to be financed (excluding taxes)

(1) Grants for the State Tax Service and Grants for the State Tax Service under Part 1 of the Project

30000000

100 %

(2) Grants to support postdoctoral research and training under Part 1 of the Project

10000000

100 %

(3) KPS grants, CII Grants and consulting services within the framework of 2 Projects

35000000

100 %

(4) The formation of the WFRF, the investments of the WFRF and the fund management commission, and the audit within the framework of Part 3.A of the Project

10000000

100 %

(5) Consultant services under Part 3.B of the Project

2000000

100 %

(6) Operating expenses under Part 3.C of the Project

600000

37,5 %

(7) Consulting services under Part 3.C of the Project

400000

100 %

TOTAL AMOUNT

88000000

For the purposes of this table:

"Operating expenses" means reasonable and additional expenses incurred by the Ministry of Education and Science within the framework of the implementation of Part 3.C of the Project for the purchase of stationery and other supplies, rental of premises, Internet connection and communication costs, information system support, transfer costs, bank fees, utilities, travel expenses, transportation, daily subsistence allowance, living expenses (housing) and other reasonable expenses directly related to the implementation of Part 3.C of the Project as agreed between the Borrower, through the Ministry of Education and Science, and the Bank on the basis of semi-annual budgets acceptable to the Bank.

B. Withdrawal conditions; withdrawal period

1. Regardless of the provisions of Part A of this Section, funds should not be withdrawn:

(a) from the Loan Account until the Bank receives the full amount of the One-Time Fee;

(b) for payments made prior to the date of this Agreement; and

(c) within category (4) – until the Borrower, through the Ministry of Finance, provides evidence satisfactory to the Bank of the following: (i) that the FFRF has been formed; (ii) The Agreement on the formation of the FFRF has been duly signed by the participating parties and is legally binding on each such party in accordance with with its terms and conditions; (iii) The Guidelines on the activities of the WFRF have been approved by the Ministry of Education and Science and accepted into the work of the WFRF, on terms and in a manner acceptable to the Bank.

2. The closing date is December 31, 2020.

Section V. Other provisions

A. Supervision of activities outside the Borrower's territory

1. The Borrower must ensure that no activities under Part 3.C of the Project are carried out without obtaining the necessary guarantees and appropriate permits from the relevant authorities of the countries where any activities under Part 3.C of the Project are planned, which are sufficient for the implementation of any supervisory measures by the Borrower and the Bank.

Appendix to APPENDIX 2

The procurement procedures to be used in conducting national competitive bidding will be the competitive bidding procedures set out in the Borrower's Law of July 21, 2007 No. 303-III "On Public Procurement" as amended by the Borrower's Law of September 29, 2014 No. 239-V "On Amendments and Additions to Certain Legislative Acts acts of the Republic of Kazakhstan on the delimitation of powers between levels of government", however, subject to, that such procedures will be conducted in accordance with the provisions of Section I and paragraphs 3.3 and 3.4 of the Procurement Manual and the following additional provisions:

(a) Eligibility: The eligibility of bidders to participate in the procurement process and enter into a Bank-funded contract will be determined in accordance with Section I of the Procurement Manual; accordingly, no bidder or potential bidder may be declared ineligible to enter into Bank-funded contracts for reasons other than those that specified in Section I of the Procurement Manual. Foreign bidders are allowed to participate in the CNT procedures, and they are not required to enter into partnerships with local bidders to participate in the procurement process.

(b) Registration: Competitive bidding should not be limited to pre-registered firms, nor is it required that foreign bidders register with local authorities as a condition for submitting bids.

(c) Preferences: No preferences of any kind should be applied in evaluating bids based on the nationality of the bidder; origin of goods, services, or labor; local content; local ownership interest; and/or any other preference programs.

(d) Tender documents: Procurement organizations should use an appropriate standard package of tender documents, including contract provisions acceptable to the Bank.

(e) Estimated costs: Estimated costs are confidential information and should not be disclosed to potential bidders.

(f) The validity period of the tender application: An extension of the validity period of bids, if this is due to exceptional circumstances, may be requested in writing from all bidders before the expiration of the validity period of bids and for the minimum period necessary to complete the evaluation or award of the contract, provided that such extension will cover only the minimum period necessary to complete the evaluation and/or the award of the contract, and must not exceed four (4) weeks. No additional extensions should be requested without the prior written consent of the Bank.

(g) Submission and opening of bids: Potential bidders will be given at least thirty (30) days from the date of publication of the invitation to bid or the date when the tender documents are ready, whichever is later, to prepare and submit bids. Applications are opened publicly, immediately after the deadline for their submission. A copy of the tender opening protocol must be immediately provided to all bidders who submitted bids and to the Bank in respect of contracts subject to preliminary review by the Bank.

(h) Qualifications: The qualification criteria should be clearly stated in the bidding documents. All criteria specified in such documentation, and only these specified criteria, should be used to determine the qualifications of the bidder. Qualifications should be assessed using the "passed or failed" method, and no points should be used. Such assessments should be based entirely on the capabilities and resources of the bidder or potential bidder necessary to effectively execute the contract, taking into account objective and measurable factors, including: (i) relevant general and specific experience and a satisfactory track record of successful execution of such contracts over a specified period; (ii) financial situation; and, depending on (iii) availability of construction and/or production facilities.

(i) Prequalification procedures and documents satisfactory to the Bank should be used for large, complex and/or specialized work contracts. Verification of the information on the basis of which the bidder has been prequalified, including the current obligations and capabilities of the bidder regarding personnel and equipment, should be carried out at the time of awarding the contract.

(j) In cases where prequalification is not used, the qualifications of the bidder who is recommended for the award of the contract will be evaluated during the postqualification process using the qualification criteria specified in the tender documentation.

(k) Evaluation of bids: The evaluation criteria should be clearly stated in the bidding documents. The evaluation of bids should be carried out in strict accordance with the quantifiable criteria stated in the tender documentation. Evaluation criteria other than price should be quantified in monetary terms. No points or the method of extremes should be used, and no minimum points or percentages should be used to determine the importance of price in evaluating bids. Bidders should not be excluded on the basis of minor, insignificant deviations. The bidder may request clarifications from bidders necessary to evaluate their bids, but he may not ask or allow bidders to change the nature or price of their bids after opening the bids.

(l) Contracts should be awarded to a qualified bidder whose bid: (i) substantially meets the requirements of the bidding documents; and (ii) offers the lowest estimated value. There should be no negotiations regarding the price or the nature of the bid.

(m) Rejection and resubmission of bids: No bids should be rejected solely because their price is lower or higher than the estimated value, falls outside the range or beyond the limits of the cost of bids. All bids (including cases where less than two bids have been received) should not be rejected, the procurement process should not be canceled, and the invitation to submit new bids should not be published without the prior written consent of the Bank.

(n) Guarantees: Guarantees of bids and performance of contracts must be provided in the format and have the required validity period specified in the tender documentation. If necessary, the security of the tender application can be expressed as a fixed amount and should not exceed two percent (2%) of the estimated contract value. No advance payments should be made to contractors without an appropriate advance payment guarantee.

(o) Confidentiality: The process of evaluating bids should be kept confidential until information about the award of the contract is published.

(p) E-procurement systems: E-procurement systems may be used, provided that the Bank is satisfied with the parameters of the systems, while, among other things, the system must be secure and maintain the integrity, confidentiality and authenticity of submitted bids.

(q) Fraud and corruption: In accordance with the Procurement Manual, all tender documents and contracts must include provisions of the Bank's policy on sanctions against firms or individuals found to be engaged in fraudulent and/or corrupt activities, as defined in the Procurement Manual.

(r) Rights regarding the conduct of inspections and audits: According to the Procurement Guidelines, each package of tender documents and each contract financed by the Loan must contain provisions that bidders, suppliers and contractors, as well as their subcontractors, agents, employees, consultants, service providers or suppliers will allow the Bank to check their accounts, accounting and other documentation. related to the submission of bids and the execution of contracts, as well as to allow auditors appointed by the Bank to audit accounts and accounting documents. Actions aimed at creating significant difficulties in the Bank's exercise of its rights during inspections and audits provided for in the Procurement Manual are an obstructive practice as defined by the specified Manual.

(s) Publication of information on the award of contracts: The Bidder must publish the following information on the award of contracts on a free, publicly accessible website or using other means of publication acceptable to the Bank: (a) the name of each bidder who submitted an application; (b) the prices of bids that were announced during the the time of opening envelopes with bids; (c) the names of the participants and the estimated value of each bid that has been evaluated; (d) the names of the bidders whose bids were rejected and the reasons for rejecting those bids; (e) the name of the winning bidder and the price offered by him, as well as the duration and a brief overview of the scope of the awarded contract.

ADDENDUM 3 Repayment schedule

1. In accordance with the provisions of paragraph 2 of this Addendum, the Borrower will repay each disbursed amount semi-annually in installments due on June 15 and December 15 of each year, with the first installment due on the eleventh (11th) payment date following the date of fixing the repayment amount for the disbursed amount, and the last installment due on the thirtieth (30th) payment date following the date of fixing the repayment amount for the disbursed amount. Each contribution, with the exception of the last one, is equal to one twentieth (1/20) of the disbursed amount. The last installment will be equal to the remaining outstanding portion of the disbursed amount.

2. If one or more contributions to repay the principal debt for the disbursed amount in accordance with the provisions of paragraph 1 of this Addendum are due after December 15, 2035, the Borrower will also pay the total amount of all such contributions on that date.

3. The Bank must notify the Loan parties of the repayment schedule for each disbursed amount immediately after the date of fixing the repayment amount for the disbursed amount.

4. Regardless of the provisions of paragraphs 1 to 3 of this Addendum, in the case of currency Conversion of all or any part of the Withdrawn Loan Amount into an Approved Currency, the amount thus converted into an Approved Currency that is repayable on any Repayment Date of the Principal debt occurring during the Conversion Period will be determined by the Bank by multiplying such amount amounts in the currency of its denomination immediately prior to Conversion to: (i) an exchange rate that reflects the amounts of the principal debt in an Approved Currency payable by the Bank under Currency Hedging Transactions, related to Conversion; or to (ii) the currency component of the Screen Rate, if the Bank decides accordingly in accordance with the Conversion Guidelines.

5. If the Withdrawn Loan funds are denominated in more than one Loan Currency, the provisions of this Addendum apply separately to the amount expressed in each Loan Currency.

application

Section I. Definitions

1. "Anti-Corruption Guidelines" means "Guidelines for the Prevention and Combating of Fraud and Corruption in Projects Financed from IBRD Loans and IDA Loans and Grants" dated October 15, 2006, as amended and amended in January 2011.

2. "Category" means the category listed in the table in Section IV of Appendix 2 to this Agreement.

3. "Guidance on Consultants" means the "Guidance on the Selection and Hiring of Consultants under IBRD Loans, IDA Loans and Grants Provided to World Bank Borrowers" dated January 2011 (as amended in July 2014).

4. "Early Financing Venture Fund" or "VFRF" means an Early Financing Venture Fund that will be formed by the Borrower through the Ministry of Education and Science in accordance with the provisions of the Borrower's legislation, applying the selection criteria and eligibility provided for in the RFP.

5. "Environmental Action Framework Plan" or "RAPM" means the Environmental Action Framework prepared for the Project, published on September 10, 2014 and posted on the World Bank InfoShop website on September 11, 2014, satisfactory to the Bank, including a set of mitigation, monitoring and institutional measures that need to be taken in order to elimination of negative environmental and social impacts, their compensation or reduction to an acceptable level, as well as actions, necessary for the implementation of these measures through the preparation of applicable environmental action plans, all within the framework of the Project, and they are subject to periodic changes with the prior consent of the Bank.

6. "Agreement on the Formation of the WFRF" means the Agreement between the Ministry of Education and Science and the WFRF specified in Section I.B.6 of Appendix 2 to this Agreement, on the terms approved by the Bank.

7. "VFRF Investment Agreement" means the Agreement between the VFRF and the recipient of the VFRF investments specified in Section I.B.6 (c) of Appendix 2 to this Agreement, on terms approved by the Bank.

8. "VFRF Investment Committee" means the VFRF Committee responsible for the selection of VFRF Subprojects and formed in accordance with the criteria set out in the VFRF Activity Manual, which may include representatives of the Ministry of Education and Science and private investors.

9. "RFRF Activity Guide" means a document developed by the Russian Federation, approved by the Ministry of Education and Science, and meeting the Bank's requirements, regulating all business processes, reporting procedures, and allocation of responsibilities and responsibilities within the framework of the Russian Federation, including with respect to its activities related to procurement and financial management of the Russian Federation.

10. "VFRF Governing Council" means the VFRF Committee responsible for the strategic management and supervision of the VFRF's activities, which is formed in accordance with the criteria set out in the VFRF Guidelines, and which may include senior representatives of the Ministry of Education and Science and private investors.

11. "WWRF Investments" means any investments from the funds of a Loan under Part 3.A of a Project for the purpose of implementing a WWRF Subproject, with investments: (i) selected in accordance with the criteria and procedures set out in the RFP; (ii) provided for financing to recipients who meet the eligibility criteria set out in the RFP; and (iii) are aimed at financing goods, non-consulting services and consultant services, as detailed in the RFP.

12. "WWRF Subproject" means any group of investments or activities of eligible technology startups under Part 3.A of the Project that meet the eligibility criteria set out in the RFP.

13. "Fiduciary Guidance for Subproject Grant Recipients" means a document prepared and officially approved by the Ministry of Education and Science that meets the Bank's requirements and regulates all procedures related to procurement, financial management and reporting of Subproject grant recipients.

14. "General Terms and Conditions" means the "General Terms and Conditions for Loans of the International Bank for Reconstruction and Development" dated March 12, 2012, as amended in Section II of this Annex.

15. "Grant for Inclusive Innovation Consortia" or "CII Grant" means any grant provided from a Loan under Part 2 of a Project for the purpose of implementing Subprojects of Inclusive Innovation Consortia, with the grant (i) selected in accordance with the criteria and procedures provided for in the RFP; (ii) granted consortia in the inclusive innovation sector that meet the eligibility criteria set out in the RFP; and (iii) aims to finance goods, non-consulting services, and advisory services as detailed in the RFP.

16. "Inclusive Innovation Consortia Subproject" means any group of investments or research and development activities under Part 2 of the Project aimed at improving the provision of social services, including improving the standard of living of urban and rural populations that meet the eligibility criteria set out in the RFP.

17. "Inclusive Innovation Grant Agreement" or "AI Grant Agreement" means any agreement concluded between the Borrower, through the Ministry of Education and Science, and the recipient of Grants for Inclusive Innovation Consortia, as specified in Section I.B of Appendix 2 to this Agreement.

18. "Involuntary resettlement" means the impact of forced land acquisition within the framework of a Project, the implementation of which has the following consequences for the affected persons: (i) negative impact on their standard of living; or (ii) acquisition and possession, temporary or permanent, of rights, ownership rights or shares in a house, land plot (including premises, agricultural and pasture lands) or any other immovable or movable property; or (iii) adverse effects, temporary or permanent, on access to productive assets; or (iv) a negative impact, temporary or permanent, on a business, profession, job, or place of residence or habitat.

19. "IUCN" means the International Council for Science and Commercialization, as specified in Section I.A.7 of Appendix 2 to this Agreement.

20. "Grant for a Group of Junior Researchers" or "Grant for GMNS" means any grant provided from a Loan under Part 1 of the Project for the implementation of a Subproject of a Group of Junior Researchers, while the grant: (i) is selected in accordance with the criteria and procedures provided for in the RFP; ((ii) is provided to young researchers who meet the eligibility criteria set out in the RFP; and (iii) is aimed at financing goods, non-consulting services, and consultant services, as detailed in the RFP.

21. "Grant Agreement for a Group of Junior Researchers" or "Grant Agreement for GMNS" means an agreement concluded between the Borrower, through the Ministry of Education and Science, and the recipient of the Grant for GMNS, specified in Part B of Section I.B.3 of Appendix 2 to this Agreement.

22. "Subproject of a Group of Junior Researchers" means any group of investments or research and development activities within the framework of Part 1 of the Project that meet the eligibility criteria set out in the RFP.

23. "Ministry of Education and Science" or "Ministry of Education and Science" means the Ministry of Education and Science of the Borrower or any of its legal successors.

24. "National Innovation System" means the Borrower's network of organizations, rules and procedures for the creation and dissemination of knowledge, including corporate sector firms, universities, research centers and analytical centers of the Borrower.

25. "Postdoctoral Research and Training Grant (PhD)" means any grant allocated from a Loan under Part 1 of a Project for the purpose of conducting a Subproject to Support Postdoctoral Research and Training (PhD), with the grant (i) selected in accordance with the criteria and procedures provided for in the RFP; (ii) is provided to doctoral students studying for PhD programs outside of Kazakhstan who meet the eligibility criteria set out in the RFP; and (iii) it is aimed at financing goods, non-consulting services and consultant services, as detailed in the RFP.

26. "Postdoctoral Research and Training Grant Agreement (PhD)" means any agreement entered into between the Borrower, through the Ministry of Education and Science, and the recipient of the Postdoctoral Research and Training Grant (PhD) specified in Section I.B.3 of Appendix 2 to this Agreement.

27. "Postdoctoral Research and Training Support (PhD) Subproject" means any group of activities to promote human capital in relation to research and development under Part 1 of the Project that meet the eligibility criteria provided for in the RFP.

28. "GUP" means the unit mentioned in Section I.A.2 of Appendix 2 to this Agreement.

29. "Procurement Manual" means the January 2011 "Guidelines for the Procurement of Goods, Works and Non-Consulting Services for IBRD Loans, IDA Loans and Grants by World Bank Borrowers" (as amended in July 2014).

30. "Procurement Plan" means the Borrower's procurement plan for the Project, prepared by the Ministry of Education and Science, dated November 6, 2014 and specified in paragraph 1.18 of the Procurement Manual and paragraph 1.25 of the Guidelines for the Selection and Hiring of Consultants, and it will be updated periodically in accordance with the provisions of these paragraphs.

31. "Grant for Production Sector Consortia" or "KPS Grant" means any grant allocated from a Loan under Part 2 of the Project, with the grant (i) selected in accordance with the criteria and procedures provided for in the RFP; (ii) provided to Production Sector Consortia that meet the eligibility criteria specified in the RFP; and (iii) is aimed at financing goods, non-consulting services and consultant services, as detailed in the RFP.

32. "Grant Agreement for Production Sector Consortia" or "Grant Agreement for KPS" means any agreement concluded between the Borrower, through the Ministry of Education and Science, and the recipient of the Grant for Production Sector Consortia, specified in Section I.B.3 of Appendix 2 to this Agreement.

33. "Subproject of Production Sector Consortia" means any group of investments or research and development activities under Part 2 of the Project aimed at improving productive sectors of the Borrower's economy, such as agriculture, extractive industries and manufacturing, which meet the eligibility criteria provided for in the RFP.

34. "Project Implementation Guide" or "RRP" means the Project Implementation Guide, which describes the Project implementation procedures in accordance with the provisions of this Agreement and the national laws and regulations of the Borrower, and which, among other things, includes: (i) procedures governing administration, procurement, accounting accounting, financial management, and monitoring and evaluation mechanisms; (ii) sample annual report formats; (iii) conditions for the selection, evaluation and implementation of Grants for GSNS, Grants for GMNS, Grants to support Postdoctoral Research and Training (PhD), KPS Grants and CII Grants; and (iv) Fiduciary Guidelines for recipients of Grants for Subprojects, subject to periodic changes in consultation with the Bank.

35. "Project Steering Committee" means the Committee referred to in Section I.A.4 of Appendix 2 to this Agreement.

36. "Science Committee of the Ministry of Education and Science" means the Committee formed by the Ministry of Education and Science of the Borrower in accordance with the Resolution of the Government of the Borrower dated July 21, 2006 No. 700, or any of its legal successors.

37. "Science Foundation" means the joint-stock company "Science Foundation", established by the Borrower in accordance with the resolution of the Borrower

No. 1057 dated November 7, 2006 (including all amendments to this resolution made pursuant to decisions of the Borrower's Government and referred to in the said resolution, as of the date of signing this Agreement) and the sole shareholder of which is the Science Committee of the Ministry of Education and Science, and any of its legal successors.

38. "Grant for a Group of Senior Researchers" or "Grant for the NHS" means any grant allocated from the funds of a Loan under Part 1 of the Project for the implementation of a Subproject of a Group of Senior Researchers, while the grant: (i) is selected in accordance with the criteria and procedures provided for in the RFP; ((ii) is provided to senior researchers who meet the eligibility criteria set out in the RFP; and (iii) is aimed at financing goods, non-consulting services, and consultant services as detailed in the RFP.

39. "Grant Agreement for a Group of Senior Researchers" or "Grant Agreement for the State Tax Service" means any agreement concluded between the Borrower, through the Ministry of Education and Science, and the recipient of the Grant for the State Tax Service, specified in Section I.B.3 of Appendix 2 to this Agreement, on terms approved by the Bank.

40. "Senior Research Team Subproject" means any group of investments or research and development activities under Part 1 of the Project that meet the eligibility criteria set out in the RFP.

41. "Subproject" means any Subproject of Consortia of Inclusive Innovations, any Subproject of a Group of Junior Researchers, any Subproject of Research and Training for Postdoctoral (PhD) Students, any Subproject of Consortia of the Manufacturing Sector, any Subproject of the Russian Federation, or any Subproject of a Group of Senior Researchers.

42. "Subproject Grant" means any Grant for the GSNS, any Grant for the GMNS, any Grant to support Postdoctoral Research and Training (PhD), any Grant from the KPS, and any Grant from the CII.

43. "Technological Acceleration Office" means any office co-financed by the Borrower from its own funds, as well as from Loan funds, and located outside the Borrower's territory, whose task is to increase the marketing and technological potential of technology companies in Kazakhstan.

44. "Technology Transfer Office" means any existing office in universities in Kazakhstan that have been established to facilitate the transfer of technical knowledge and capacity throughout the Borrower's territory.

45. "Tenge" means the legal national currency of the Borrower.

46. "Training" means all expenses (other than consulting costs) related to Project training activities such as training seminars, study tours and field training, including registration fees, travel and daily subsistence allowance for trainees and participants, costs of training materials, rental of premises and equipment and other training-related expenses approved by the Bank.

Section II. Changes to the General Terms and Conditions

The following changes are hereby made to the General Terms and Conditions:

1. The Content links to sections, their names and numbering are changed to reflect the changes provided below.

2. The following changes are made to Section 3.01. (One-time Commission):

"Section 3.01. One-time Commission; Reservation fee

(a) The Borrower pays a One-Time Fee to the Bank in respect of the Loan amount at the rate stipulated in the Loan Agreement (the "One-Time Fee").

(b) The Borrower pays the reserve fee to the Bank in respect of the outstanding Loan balance at the rate stipulated in the Loan Agreement (the "Reserve Fee"). The reservation fee is charged from the date 60 days after the Date of the Loan Agreement to the corresponding dates when the amounts are withdrawn or cancelled by the Borrower from the loan account. The reservation fee is payable on a semi-annual basis at the end of each period on each Payment Date."

3. In the Definitions Appendix, all relevant references to section and paragraph numbers are changed as necessary to reflect the changes provided for in paragraph 2 above.

4. The Annex is being amended by including a new paragraph 19 with the following definition of "Reservation Fee" with a corresponding renumbering of all subsequent paragraphs.:

"19. 'Reservation Fee' means the reservation fee provided for in the Loan Agreement for the purposes of Section 3.01(b)."

5. In the renumbered paragraph 49 (originally paragraph 48) of the Annex, the definition of "One-time commission" was changed by replacing the reference from Section 3.01 to Section 3.01 (a).

6. In the renumbered paragraph 68 (originally paragraph 67) of the Annex, the definition of the term "Loan payment" has been changed as follows:

"68. "Loan Payment" means any amount payable by the Parties to the Loan to the Bank in accordance with legal agreements or these General Terms and Conditions, including (but not limited to) any amount of Loan funds withdrawn, remuneration, One-time Fee, Reservation Fee, late payment interest rate (if any), any penalty for early repayment, any transaction fee for conversion or early termination of conversion, variable spread fixing fee (if any), what- or a bonus, payable after the establishment of a fixed upper or lower limit of the interest rate and any costs associated with the change in terms to be paid by the Borrower. "

7. In the renumbered paragraph 73 (originally paragraph 72) The definition of "Payment Date" has been changed by deleting the word "is" and inserting the words "and Reservation Fee" after the word "percentage".

I hereby certify that this translation corresponds to the text of the Loan Agreement (Project for Stimulating Productive Innovations) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development in English, signed on June 9, 2015 in Astana.

Head of the Department

editing and linguistic

examination of documents

Department of Document Management

Ministry of Finance

Republic of Kazakhstan

B. Akhmetzhanova

RCPI's note! The text of the Agreement in English is attached below.

President

Republic of Kazakhstan

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