Note programmes guaranteed by THE ULTIMA WORLD DMCC

analysisUnder a base prospectus dated 29 March 2024, BCS Global Markets Qazaqstan Limited, a private company of the Astana International Financial Centre (AIFC), set up a USD 150,000,000 medium-term note programme valid until 31 January 2054, with payments under the notes to be unconditionally and irrevocably guaranteed, if the final terms so specify, by FG BCS LTD DMCC under a deed of guarantee of the same date; BrokerCreditService (Cyprus) Limited was named as dealer. A base prospectus dated 17 April 2025 replaced it with a USD 300,000,000 programme, also valid until 31 January 2054, under which The Ultima Global Markets Qazaqstan Limited may issue notes to accredited investors, guaranteed unconditionally and irrevocably by THE ULTIMA WORLD DMCC under a deed of guarantee dated 17 April 2025 when the final terms so specify. The Ultima Investments Cyprus Limited, previously BrokerCreditService (Cyprus) Limited, acts as calculation agent under an agreement of the same date between the issuer, the guarantor and itself. ^{1 2 3}

analysisBoth programmes limit the guarantee in a sanctions scenario: the guarantor has no liability for as long as the issuer's failure to pay is related, directly or indirectly, to the issuer, the guarantor or the ultimate beneficial owner of either becoming subject to sanctions. The 2025 deed of guarantee is governed by the Acting Law of the AIFC, applies the AIFC Contract Regulations and submits any dispute arising from it to the AIFC Court for final resolution. ^{2 3}

analysisIn the April 2025 prospectus the issuer and the guarantor state that for at least five years none of their directors had been convicted of fraud or other financial crimes or been subject to official public incrimination or sanctions by statutory or regulatory authorities, and that the directors have no family relationships with each other. The prospectus names as connected persons of the issuer under the applicable market abuse rules the company, The Ultima Investments Cyprus, Brokercreditservice Structured Products, The Ultima World (DIFC) and BCS Americas as group members, the issuer's four directors, Alexey Annenkov as the guarantor's sole director and Oleg Mikhasenko as the controller of the group. These are the companies' statements in their own prospectus; the regulatory actions described elsewhere in this dossier concern group companies, not their directors. ³

analysisIn 2024 the Kazakh issuer issued Series 2024-01 USD 10,000,000 share-linked notes due May 2029, Series 2024-02 RUB 2,500,000,000 interest-rate-linked notes due September 2029, Series 2024-03 CNY 80,000,000 and CNY 120,000,000 fixed-rate notes due October 2025, redeemed in December 2024, and Series 2024-04 EUR 10,000,000 fixed-rate notes due November 2025, redeemed in March 2025; its 2024 statements carried the notes outstanding at year-end off the balance sheet at their issue amounts. After 31 December 2024 it registered further series on the Astana International Exchange (AIX) in pounds sterling (2025-01), US dollars (2025-02) and Chinese yuan (2025-03). In August 2026, according to a press summary of the AIX disclosure, it published final terms for USD 5,000,000 of equity-linked notes due April 2028 under the USD 300,000,000 programme, guaranteed by THE ULTIMA WORLD DMCC; the notes are not intended for retail investors in the EEA, the UK, the AIFC or Kazakhstan, and no secondary market is planned. ^{1 2 3}

analysisAIX's list of delisted securities shows the issuer's structured products BCSGM03 (27 December 2024) and BCSGM04 (27 March 2025), ULTIMAGM11 (8 January 2026), ULTIMAGM09 (29 January 2026), ULTIMAGM07 (26 March 2026), ULTIMAGM27 and ULTIMAGM28 (19 June 2026) and ULTIMAGM24 (6 August 2026) delisted after early redemption of all remaining notes, and ULTIMAGM08 delisted on maturity on 20 June 2026. ⁴

analysisIn a notice to noteholders published on 20 May 2025, The Ultima Structured Products PLC reported that it had changed its name from Brokercreditservice Structured Products PLC with effect from 13 May 2025, confirmed by a Cyprus Registrar of Companies certificate, that its guarantor FG BCS LTD DMCC had become THE ULTIMA WORLD DMCC, and that its calculation agent BrokerCreditService (Cyprus) Limited had become The Ultima Investments Cyprus Limited; the notice is signed by Alona Joannu as director. On 30 August 2024 the company, then Brokercreditservice Structured Products Plc, amended the final terms of its Series 2017-16 RUB 600,000,000 index-linked notes due November 2027 (ISIN XS1713519012), issued under a EUR 20,000,000,000 programme, by a deed with the sole noteholder representing 100% of the outstanding principal: the calculation amount was set at RUB 0 and the underlying index was replaced by the CBONDS Select Value Mini and Perpetual Bond Index. ^{1 2}