/a1/ AGREEMENT OF ACCESSION ON FINANCING OF TAWARRUK IN THE PRIVATE COMPANY Tayyab Finance Ltd.

Place of conclusion and provision of services – Astana International Financial Centre

This Agreement of accession on financing of tawarruk in the Private Company Tayyab Finance Ltd. (hereinafter referred to as the Agreement) is concluded between Private Company Tayyab Finance Ltd. (a legal entity registered in the Astana International Financial Centre (hereinafter – the AIFC) in accordance with the Acting law of the AIFC, BIN 211140900393, and holding a license from Astana Financial Services Authority for providing financial services, license No. AFSA-A-LA-2024-0012 dated May 29, 2024, for “Providing Islamic financing”) represented by CEO/Director Uspanov D.K., acting on the basis of the Articles of Association (hereinafter referred to as the Company) and the Client (a person who submitted the Application for accession to the Agreement). This Agreement is an agreement of accession, and it is accepted by the Client as a whole. The Company and the Client may hereinafter be jointly referred to as the “Parties”, and each individually as a “Party”, or as specified above.

The Parties have agreed on the following procedure for concluding and signing the Agreement:

The Client agrees to the terms of this Agreement by signing the Application for accession to the Agreement. From the date of signing the Application, the Agreement comes into legal force, and it is valid until the Client has fully fulfilled its obligations to the Company;
When signing this Agreement, the Parties allow the Company to use facsimile copying of the signature and seal. The Agreement signed using a facsimile copy of the signature and seal of the Company is recognized as valid and binding on the Parties.

Terms and definitions

Agreement is this Agreement of accession on financing of tawarruk in the Private Company Tayyab Finance Ltd., concluded between the Company and the Client and constituting an Islamic financial contract for the provision of Islamic financing.
Islamic financing is financing based on one or more Islamic financial contracts.
Islamic financial contracts include Murabaha (sale of goods at a price equal to the cost of goods plus a markup, including Tawarruq or commodity Murabaha), Ijara (Islamic leasing), Mudarabah (a form of partnership where one party provides capital and the other party engages in business activity for a share of the profit measured in a proportional share), Musharakah (a partnership agreement where two or more parties provide capital and manage), Wakalah (agency agreement) and other types of Islamic financial contracts established by the acts of the AIFC.
The place of the Company's activities is Astana International Financial Centre.
The place of financial services provision of the Company is Astana International Financial Centre.
The provision of Islamic financing is the provision of funding through the conclusion of an Islamic financial contract.
Application is the Application for accession to the Agreement of accession on financing of tawarruk in the Private Company Tayyab Finance Ltd., according to which the Client accedes to the Agreement and the Parties sign the corresponding Appendix No. 1 (Purchase Order for the Goods).
Tawarruq – an Islamic finance transaction based on an Islamic financial contract of tawarruq, as provided by the acts of the AIFC and the Appendix to the Joint Order of the Governor of the Astana International Financial Centre dated 26 May 2020 No. 126, the Minister of Finance of the Republic of Kazakhstan dated 29 May 2020 No. 547, and the Minister of National Economy of the Republic of Kazakhstan dated 12 June 2020 No. 118.
Goods are the goods that comply with the principles of Sharia, which are the object of sale and purchase under the Agreement, which are purchased under the Purchase Order in accordance with Appendix No. 1 to the Application.
Payment is a periodic payment payable by the Client in favor of the Company in accordance with Appendix No. 2 to the Agreement.
Supplier is a supplier of the Goods who provided the Company the Goods based on the Order under this Agreement.
Order is an order for the purchase of Goods submitted by the Client to the Company in accordance with Appendix No. 1 to the Application.
Initial cost is the price of the purchase of the Goods by the Company from the Supplier.
Agreement amount is the cost of the Goods under this Agreement, calculated as the sum of the Initial cost and the Extra charges, payable in accordance with Appendix No. 2 to the Agreement – the Payment Schedule.
Extra charges are the Company's trade extra charges under the Agreement to the Initial cost, which is determined based on the Profit rate, the number of periodic Payments, and the amount of the Initial cost. The amount of the extra charges is set at the date of the Agreement.
Damage is all actual expenses, losses, costs and damages (except for funding costs and lost profits) incurred by the Company as a result of the Client’s failure to fulfil and/or improper fulfillment of obligations under the Agreement.
Acceptance is the Company’s consent to conclude a purchase and sale transaction for the Goods in accordance with the Client’s Offer according to Appendix No. 1 to the Agreement.
Offer is a proposal to conclude a purchase and sale transaction for the Goods under this Agreement, addressed by the Client to the Company in accordance with Appendix No. 1 to the Agreement.
Services are the services for the delivery of a third party’s offer (as a buyer) to the Client and the delivery of the Client’s consent (as a seller) to a third party as part of the conclusion of a purchase and sale transaction for the Goods between the Client and a third party other than a person who sold the Goods to the Company.
Expert Council – Company Sharia Council or External Independent Sharia Experts.
The principles/norms of Sharia are a set of regulations and rules that define the beliefs, as well as the religious conscience and moral values of Muslims.

Subject of the Agreement

In accordance with this Agreement:

According to the Purchase Order for the Goods (Appendix No. 1 to the Application), the Company, at the request of the Client, purchases the Goods from the Supplier at the Initial cost;
In accordance with the terms of the Order, the Company, at the request of the Client, sells the Goods to the Client at the Agreement amount on terms of installment/deferred payment by signing of the Offer and Acceptance for the purchase of the Goods by the Parties (in the form according to Appendix No. 1 to the Agreement) and the Payment Schedule (in the form according to Appendix No. 2 to the Agreement);
In accordance with the Letter of Service Provision (in the form according to Appendix No. 3 to the Agreement), the Client engages the Company to provide Services when making a sale and concluding a transaction for the sale of the Goods to a third party other than a person who sold the Goods to the Company;
The Company sells the Goods to a third party, other than a person who sold the Goods to the Company, at the Initial cost, which is equal to the amount of financing;
After the transaction for the sale of the Goods to a third party other than a person who sold the Goods to the Company is completed, the funds from the sale of the Goods are sent, at the Client’s request, to the bank account specified in the Request to pay off the Client’s debt to the creditor / to the bank account of the Company’s partner to pay for the vehicle purchased by the Client / debt refinancing (subject to the indication in the Application for accession to the Agreement).

If the circumstance specified in sub-clause 2.1.5 of clause 2.1 of this Agreement does not occur, this Agreement shall be deemed not to have entered into force and shall not be subject to execution.

The period for repayment of the debt under the Agreement, the Initial cost, the Amount of the Extra charges, the Total cost of the Goods, and the Subject of the collateral are specified in the Application.

The security for the fulfillment of the obligations by the Client to the Company under the Agreement is the vehicle/guarantee specified in the Application (hereinafter referred to as the Subject of the collateral).

The Client shall bear all expenses arising in connection with the use of the funds received from the sale of the Goods under this Agreement, including any related or incidental costs, which shall not be reimbursed by the Company.

Goods

The Goods under this Agreement are property that meets the requirements and principles of Islamic financing.

The Goods under this Agreement may not be services, gold, silver and/or currency.

The Goods under this Agreement may not be property that is directly or indirectly owned by the Client at the date of submitting the Order beneficially owned.

Conditions for execution of the Order

The Company purchases the Goods from the Supplier solely on the basis of the Order in accordance with Appendix No. 1 to the Application.

Terms and conditions of payments

Payments are repaid in accordance with Appendix No. 2 to the Agreement. The date of cover of Payments is considered to be the date the funds are credited to the Company's bank account specified in the bank details of this Agreement.

The amount of the periodic Payment includes:

Initial cost;
Extra charges.

In case of violation of the terms of this Agreement, including the terms of cover of Payments by the Client, the funds received from the Client shall be sent by the Company for repayment in the following order:

overdue balance of the Extra charges;
overdue balance of the Initial cost;
balance of the Extra charges;
balance of the Initial cost;
late payment penalty payable for late payment of Payments.

Rights of the Parties

The Company has the right to:

In case of failure to receive funds from the Client to the Company's account within the stipulated terms to cover the amount of Payments, as well as in case of violation of the terms of this Agreement, the Company has the right to foreclose on the Subject of the collateral in accordance with the terms of the concluded collateral agreement or take any measures in accordance with the effective legislation of the Republic of Kazakhstan and acts of the Astana International Financial Centre (hereinafter referred to as AIFC) to ensure the fulfillment of the Client's obligations under this Agreement.
Send to the Client, upon its written request, information necessary for the complete, accurate and timely fulfillment of the terms of this Agreement by the Client, while all postal expenses are borne by the Client.
Monitor the timely making of the Payments by the Client.
Unconditionally demand the unpaid Payments due to it ahead of schedule in the following cases:
if the Client fails to make Payments two or more times in sequence after the expiration of the period established by this Agreement;
the need for the Company to comply with the requirements of the legislation of the Republic of Kazakhstan and the acts of the AIFC;
in the event of loss of security or deterioration of its conditions due to circumstances for which the Company is not responsible;
the occurrence of a threat, in the opinion of the Company, to the proper fulfillment of obligations by the Client under the Agreement, including deterioration of the financial condition of the Client.
Provide a Discount to the Client in the event of early cover of Payments under this Agreement based on a written application from the Client. In this case, providing a Discount to the Client is the right, not the obligation of the Company, which it implements in accordance with its internal regulatory procedures.
Request and receive the necessary information and documents from the Client which are related to the execution of this Agreement within the period specified by the Company.
Check the documents and the actual availability, size, condition and operating conditions of the security, as well as re-evaluate the security.
Unilaterally change towards improving the terms of the Agreement for the Client.
Independently insure the Subject of collateral against the risk of loss (destruction), shortage or damage for all cases stipulated by the insurance rules, while defining the Company as the beneficiary, for the entire term of the Agreement or demand fulfillment of this obligation from the Client.
The Company shall block the GPS navigator of the Subject of collateral without prior notice in the event of non-fulfillment and/or improper fulfillment of the assumed obligations by the Client.
Demand an additional security and/or replacement of security from the Client with other security on terms acceptable to the Company in the event (including but not limited to) the Company determines a decrease in the value and/or reliability of the security, or insufficiency of the security.

The Client has the right to:

Submit requirements to the Supplier regarding the quality and completeness of the Goods.
Send a written application to the Company about a Discount in the event of early cover of Payments under this Agreement. In this case, the providing of a Discount by the Company to the Client is its right, not an obligation, which the Company implements in accordance with its internal regulatory procedures.
If the payment date falls on a weekend or holiday, make the payment on the next business day without paying a penalty or other types of punitive penalties.
Upon application, receive, within a period of no more than 5 (five) business days, free of charge, no more than once a month, information in writing on the distribution of incoming funds to cover the debt under the Agreement.
Upon application for partial or full payment of the Agreement amount free of charge, within a period of no more than 5 (five) business days, receive information in writing on the size of the amount due for return, indicating overdue payments.
Within 3 (three) calendar days from the date of receiving the notification of a change in the terms of the Agreement towards their improvement for the Client, refuse the improving terms proposed by the Company in writing by sending a corresponding application to the Company's address.
Contact the Company in writing if any disputes arise regarding the received services and receive a response within 15 (fifteen) calendar days, if the preparation of the response does not require the collection of additional information from third parties, and within 30 (thirty) calendar days if the preparation of the response requires the collection of additional information from third parties.
Terminate obligations under this Agreement early by repaying the debt, while the minimum amount of partial early repayment may not be less than the amount of 2 (two) monthly payments provided for in Appendix No. 2 to the Agreement.

Obligations and responsibilities of the Parties

The Company is obliged to:

Within 7 (seven) business days from the date of receiving the Client's application for a Discount, send a written response to the Client.
Provide the Client, free of charge, but not more than once a month, within 5 (five) business days from the date of the Client’s request, with information on the distribution of the next incoming funds for repayment of the debt under the Agreement.
Provide, free of charge, within a period of no more than 5 (five) business days from the date of the Client's request for partial or full payment of the Agreement amount, with information on the size of the amount due for return, indicating overdue payments.
In the event of a delay in the fulfillment of an obligation, but no later than 7 (seven) calendar days from the date of its occurrence, notify the Client via SMS to the phone number specified in the Agreement about the need to make payments under the Agreement, indicating the amount of overdue debt and the consequences of the Client's failure to fulfill its obligations under the Agreement.
When the Client submits a written request for the settlement of disputes, provide the Client with a written response within 15 (fifteen) calendar days, if the preparation of the response does not require the collection of additional information from third parties, and within 30 (thirty) calendar days if the preparation of the response requires the collection of additional information from third parties.
When concluding an agreement containing the terms of the transfer of the right (claim) of the Company under the agreement to a third party (hereinafter referred to as the Agreement of claim assignment), notify the Client via SMS to the phone number specified in the Agreement about the completed transfer of the right (claim) to a third party or not contrary to the legislation of the Republic of Kazakhstan and the acts of the AIFC, within 7 (seven) calendar days from the date of concluding the Agreement of claim assignment, indicating the purpose of further payments to repay the debt under the Agreement to the third party (name and location of a person to whom the right (claim) under the agreement was transferred), the full amount of transferred rights (claims), as well as the balances of overdue and current amounts of the Purchase price, Cost of the Goods, Extra charges, penalty (fines) and other amounts payable.
Not to charge penalties or other types of fines if the date of fulfillment of obligations to pay the next Payment is not a business day.
Notify the Client via SMS to the phone number specified in the Agreement or push notification in the Tayyab Digital App mobile application about changes to the terms of the Agreement for their improvement within 7 (seven) calendar days from the date of the Company's decision to improve the terms of the Agreement.

The Client is obliged to:

Cover Payments under this Agreement in the amount and within the terms stipulated by the Agreement.
Notify the Company no later than 10 (ten) calendar days from the date of the above changes in case of change of full name, the place of residence.
Provide the Company, during the term of the Agreement, with documents that allow it to obtain information regarding the financial status of the Client.
Within 5 (five) business days, ensure the proper execution of the security, including registration of the right of pledge for the Company in the authorized registration body, and also provide additional security and/or replace the security with other security on terms acceptable to the Company in the event, including, but not limited to, the Company determines a decrease in the value and/or reliability of the security, insufficiency of the security, loss, damage or destruction of the security.
Make all payments under the Agreement without any deductions and, if such deductions are mandatory, increase the amounts of funds payable to the Company so that the Company receives in full all amounts of funds due to it under the Agreement.
Within 5 (five) days from the date of receiving the Company's demand, compensate the last amount of Damage, expenses and losses associated with the Client's violation of obligations under the Agreement.
Within 3 (three) business days from the date of receiving the relevant notification from the Company, at its own expense, using its own efforts and resources, carry out the procedure for removing the encumbrance from the Subject of the collateral in the authorized government body.
Provide the Subject of the collateral at the first request of the Company for the purpose of insuring it against the risk of loss (destruction) or damage for all cases stipulated by the insurance rules, or if the insurance of the Subject of the collateral is assigned by the Company to the Client, then within 7 (seven) business days from the date of conclusion of the Agreement, independently insure the Subject of the collateral indicating the Company as the beneficiary.
In the event of non-fulfillment and/or improper fulfillment of the obligations by the Client under this Agreement, including the Client’s delay of two or more times in sequence after the expiration of the period for making Payments established by this Agreement, the Company has the right to demand from the Client, and the latter is obliged, at the request of the Company, to make (early) all Payments in accordance with Appendix No. 3 to the Application.
In cases of improper fulfillment of the financial obligations by the Client, the Company has the right to demand from the Client to pay a penalty to the Company in the amount of 0.5% of the amount of overdue payment for each day of delay during 90 days of delay and 0.03% of the amount of overdue payment for each day of delay after 90 days of delay, but not more than 10% of the Agreement amount for each year of the Agreement.
Any fines and penalties received under this Agreement shall be distributed in accordance with clause 8.2. of this Agreement.

Sharia compliance requirement

The Client does not have the right to engage in activities related to the production and (or) trade of tobacco, alcoholic beverages, pig products, weapons and ammunition, gambling, as well as other types of entrepreneurial activities that contradict the norms of Sharia by decision of the Expert Council.
Any fines and penalties received by the Company from the Client under this Agreement shall be transferred for the purpose of donation on behalf of the Client to charitable organizations and/or social institutions at the Company’s discretion with the approval of the Expert Council.

The Company's procedure as an agent

The Client engages the Company as a messenger to provide services for the delivery of a third party's offer (as a buyer) to the Client and the delivery of the Client's consent (as a seller) to a third party as part of the sale of the Goods in accordance with the terms of sub-clauses 2.1.3. of clause 2.1. of the Agreement and the Letter of Service Provision (in the form according to Appendix No. 3 to the Agreement).
The Goods shall be sold to a third party other than a person who sold the Goods to the Company.
The Client is responsible for all risks associated with the Company's actions as a messenger, except for those risks associated with the intentional misconduct or negligence of the Company.

Transfer of ownership of the Goods

The ownership of the Goods passes from the Company to the Client at the date of signing the Offer and Acceptance (in the form according to Appendix No. 1 to the Agreement).

Duration and termination of the Agreement

This Agreement shall enter into force on the date of signing of the Application by the Parties and it shall remain in effect until the Parties have fully fulfilled the obligations stipulated by this Agreement.