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LAW OF THE REPUBLIC OF KAZAKHSTAN

of May 13, 2003 No. 415-II

About joint-stock companies

(as amended on 03-07-2020)

This Law determines legal status, procedure for creation, activities, reorganization and liquidation of joint-stock company; rights and obligations of shareholders, and also measures for protection of their rights and interests; competence, procedure for education and functioning of bodies of joint-stock company; powers, procedure for election and responsibility of his officials.

Chapter 1. General provisions

Article 1. The basic concepts used in this Law

1) the qualified majority - the majority in the amount of at least three quarters;

2) the convertible security - the security of joint-stock company which is subject to replacement by its security of other type on the conditions and according to the procedure determined by the prospectus of release;

3) the shareholder - person who is the owner of the share;

4) the share - the security issued by joint-stock company and certifying the participation rights in management of joint-stock company, receipt of the dividend on it and parts of property of society in case of its liquidation and also other rights provided by this Law and other legal acts of the Republic of Kazakhstan;

5) controlling stock - the block of shares granting the right to determine the decisions made by joint-stock company;

6) par value per share - the price at which shares are placed among founders (are paid by the single founder), single for all common and preferred shares and determined in the foundation agreement (the decision of the single founder) of joint-stock company;

7) affiliates - the physical persons or legal entities (except for the state bodies performing control and supervising functions within the powers conferred to them) having opportunity directly and (or) indirectly to determine decisions and (or) to exert impact on accepted with each other (one of persons) decisions, including owing to the concluded bargain. The list of affiliates of society is established by article 64 of this Law;

8) voting shares - the placed common shares, and also preferred shares according to which voting power is granted in the cases provided by this Law. The shares redeemed by society are not among voting shares, and also if other is not provided by this Law, the shares which are in nominal continence and belonging to the owner, data on whom are absent in system of accounting of the central depositary;

9) the dividend - the shareholder return according to the stocks owned by it paid by joint-stock company;

10) the announced shares - shares which release is registered by authorized body according to the legislation of the Republic of Kazakhstan on the security market;

11) corporate Internet resource - the Internet resource belonging to society;

12) the corporate secretary - the employee of joint-stock company who is not the board member and (or) executive body of society which is appointed the board of directors of society also is accountable to the board of directors of society, and also within the activities controls preparation and holding meetings of shareholder meeting and the board of directors of society, provides forming of materials concerning the agenda of general shareholder meeting and materials for meeting of the Board of Directors of society, controls behind ensuring access to them. Competence and activities of the corporate secretary are determined by internal documents of society;

12-1)

13) cumulative vote - method of vote in case of which the number of votes equal to number of the elected members of body of society is the share of each share participating in vote;

14) the code of corporate governance of society - the document approved by general meeting of shareholders of society, governing the relations arising in management of society including the relations between shareholders and bodies of society, between bodies of society, society and interested persons;

15) No. 524-IV ZRK is excluded since 01.01.2013 according to the Law of the Republic of Kazakhstan of 28.12.2011

16) the official - the board member of joint-stock company, its executive body or person solely performing functions of executive body of joint-stock company;

17) the minority shareholder - the shareholder who possesses less than ten percent of voting shares of joint-stock company;

18) the placement price - the share price determined in case of share placing in the primary security market;

19) placed shares - the shares of joint-stock company paid by founders and investors in the primary security market;

20) the independent director - the board member who is not affiliate of this joint-stock company and was not him within three years preceding its election in the board of directors (except for case of its stay to positions of the independent director of this joint-stock company), is not affiliate in relation to affiliates of this joint-stock company; it is not connected by subordination with officials of this joint-stock company or the organizations - affiliates of this joint-stock company and it was not connected by subordination with these persons within three years preceding its election in the board of directors; is not government employee; is not the shareholder's representative at meetings of bodies of this joint-stock company and was not it within three years preceding its election in the board of directors; does not participate in audit of this joint-stock company as the auditor working as a part of auditing organization and did not participate in such audit within three years preceding its election in the board of directors;

21) payment agent bank or the organization performing separate types of banking activities;

22) authorized body - the state body performing state regulation, control and supervision of the financial market and the financial organizations;

23) the large shareholder - the shareholder or several shareholders who are acting on the basis of the agreement signed between them which (which in total) possesses ten and more percent of voting shares of joint-stock company.

Article 2. Legislation of the Republic of Kazakhstan on joint-stock companies

1. The legislation of the Republic of Kazakhstan on joint-stock companies is based on the Constitution of the Republic of Kazakhstan and consists of the Civil code, this Law and other regulatory legal acts of the Republic of Kazakhstan.

2. Provisions of this Law are applied taking into account the features provided by legal acts of the Republic of Kazakhstan.

2-1. Provisions of this Law are applied to National welfare fund and group of National welfare fund, and other legal entities controlled by it if other is not provided by the Law of the Republic of Kazakhstan "About National welfare fund".

3. If the international treaty ratified by the Republic of Kazakhstan establishes other rules, than those which contain in this Law then are applied rules of the international treaty.

Article 3. Joint-stock company

1. Joint-stock company (further - society) the legal entity issuing shares for the purpose of attraction of financial resources for implementation of the activities is recognized.

Society has the property isolated from property of the shareholders and does not answer for their obligations.

Society bears responsibility according to the obligations within the property, except for obligations of The Government for Citizens State corporation.

2. The shareholder of society does not answer for its obligations and bears risk of the losses connected with activities of society, within cost owned by it stocks, except as specified, provided by legal acts of the Republic of Kazakhstan.

Concerning The Government for Citizens State corporation subsidiary responsibility according to its obligations is born by the Government of the Republic of Kazakhstan.

3. In cases, stipulated by the legislation the Republic of Kazakhstan, in form of business of joint-stock company non-profit organizations can be created.

4. Society (except the non-profit organization created in form of business of joint-stock company) has the right to issue bonds and other types of securities.

5. By legal acts of the Republic of Kazakhstan obligation of form of business of joint-stock company for the organizations performing separate types of activity can be established.

6. Society has trade name which shall include specifying on form of business "joint-stock company" and its name. Reducing the name of society with use of abbreviation of "autonomous area" before the name of society is allowed.

Article 4.

It is excluded

Article 4-1.

It is excluded according to the Law of the Republic of Kazakhstan of 02.07.2018 No. 166-VI ZRK

Chapter 2. Creation of society

Article 5. Founders of society

1. Founders of society are the physical and (or) legal entities who made the decision on its creation.

2. State bodies of the Republic of Kazakhstan and public institutions cannot act as founders or shareholders of society, except for the Governments of the Republic of Kazakhstan, local executive bodies, and also National Bank of the Republic of Kazakhstan, according to the laws of the Republic of Kazakhstan.

According to the decision of the Government of the Republic of Kazakhstan as the founder of joint-stock companies the authorized body on management of state-owned property acts.

According to the decision of local executive body the executive body financed from the local budget, authorized on the order by municipal property acts as the founder of joint-stock companies.

The state company has the right to act as the founder of society and to acquire its shares only with the consent of the state body performing function of the owner and state body in relation to this company.

3. One person can be the founder of society.

4. Founders of society bear joint liability on payment of the expenses connected with creation of society and which arose before its state registration. Society refunds to the founders the specified expenses only in case of the subsequent approval of such expenses by general shareholder meeting of society.

5. Creation of society for the purpose of project implementation of public-private partnership is performed taking into account the provisions established by the Law of the Republic of Kazakhstan "About public-private partnership".

Article 6. Constituent assembly. Single founder

1. Society is established according to the decision of meeting of his founders (constituent assembly). In case of organization of society one founder the decision on organization of society is made by such person solely.

Society can be created by means of reorganization of the existing legal entity according to the procedure, established by this Law and other legal acts of the Republic of Kazakhstan.

2. At the first constituent assembly founders:

1) make the decision on organization of society and determine procedure for joint activities for creation of society;

2) sign the foundation agreement;

3) establish the amount of advance payment of shares founders;

4) is established by the number of the announced shares, including shares which are subject to payment by founders;

4-1) establish conditions and procedure for converting of the securities of society which are subject to replacement by shares of society;

4-2) approve technique of cost determination of shares in case of their redemption by society according to this Law;

5) make the decision on release of the announced shares;

6)  No. 524-IV ZRK is excluded according to the Law of the Republic of Kazakhstan of 28.12.2011

7) elect persons, representatives to sign on behalf of society documents for state registration;

8) determine persons who according to the legislation of the Republic of Kazakhstan will make assessment of the property brought in payment of the authorized capital by founders of society;

9) elect persons, representatives to perform financial and economic activities of society and to represent its interests before the third parties before formation of bodies of society;

10) approve the charter of society.

3. Prior to share placing holding several subsequent meetings of founders is allowed. At the same time modification and amendments in the decisions made at the first constituent assembly is allowed only with participation in the constituent assemblies of all parties of the foundation agreement.

4. At the first constituent assembly of society each of founders has one voice. At the subsequent constituent assemblies each of founders has one voice if other is not established by the foundation agreement.

5. Solutions of the constituent assembly (the single founder) are drawn up by the protocol which is subject to signing by all founders (the single founder) of society.

Article 7. Foundation agreement. Decision of the single founder

1. The foundation agreement (the decision of the single founder) contains:

1) the information about founders (the single founder) of society, including:

concerning physical person name, nationality, place of residence and data of the identity document;

concerning the legal entity its name, the location this about state registration;

2) record about organization of society, the complete and reduced names of society, and also procedure for its creation;

3) amount of advance payment of shares founders, and also terms and payment procedure;

4) quantity, types and nominal value of the announced shares of society which will be placed among his founders (are acquired by the single founder) after state registration of share issue;

5) the rights and obligations of his founders and expense allocation connected with creation of society and also other conditions of implementation by founders of activities for creation of society;

6) determination of powers of persons which are entrusted to represent the interests of society in the course of its creation and state registration;

7) procedure for convocation and holding the subsequent meetings of founders of society, and also number of votes of each founder of society at the subsequent constituent assemblies;

8) record about approval of the charter of society;

9) other conditions which are subject to inclusion in the foundation agreement (the decision of the single founder):

according to the decision of founders;

according to legal acts of the Republic of Kazakhstan.

2. During action of the foundation agreement (the decision of the single founder) of its party (the single founder) has the right to make to it changes and additions on condition of observance of requirements, stipulated in Item 3 articles 6 of this Law.

3. The data stated in the foundation agreement (the decision of the single founder) are trade secret if other is not provided by the agreement (the decision of the single founder). The foundation agreement (the decision of the single founder) is subject to presentation in state bodies, and also to the third parties only according to the decision of society or in the cases established by legal acts of the Republic of Kazakhstan.

4. The foundation agreement (the decision of the single founder) is terminated from the date of state registration of release of the announced shares.

Article 8. Procedure for the conclusion of the foundation agreement (execution of the decision of the single founder)

1. The foundation agreement is signed in writing by means of agreement signature by each founder or his representative.

The decision of the single founder is drawn up in writing and signed by the founder or his representative.

The foundation agreement (the decision of the single founder) is subject to the notarial certificate.

2. Representatives of founders (the single founder) shall have the appropriate authority which is drawn up according to the legislation of the Republic of Kazakhstan and granting the right to creation of society including the participation right in meeting of founders and signing of the foundation agreement.

Article 9. Charter of society

1. The charter of society is the document determining legal status of society as the legal entity. The charter of society shall be signed by founders (the single founder) or their representatives (representative), except for the changes and amendments in the charter (including stated in the form of new edition of the charter) which are drawn up according to the procedure, stipulated by the legislation the Republic of Kazakhstan which are signed by person authorized by general shareholder meeting. The charter of society, and also all changes and amendments to it are subject to the notarial certificate.

2. The charter of society shall contain following provisions:

1) the complete and reduced names of society;

2) location of executive body of society;

3) data on shareholder rights, including amount of the rights certified by preferred shares of society;

3-1) questions concerning which the veto of the owner of "golden share" (is established in case of its availability), and also surname, name, middle name (in case of its availability) the owner of "golden share";

4) it is excluded

5) procedure for education and competence of bodies of society;

6) procedure for the organization of activities of bodies of society, including:

procedure for convocation, preparation and holding general shareholder meeting and meetings of collegiate organs of society;

procedure for decision making by bodies of society, including the list of questions on which decisions shall be accepted qualified by a majority vote;

7) procedure for provision to shareholders of society of information on its activities;

7-1) procedure for provision by shareholders and officials of society of information on their affiliates;

8) if society is non-profit organization: specifying on the fact that society is non-profit organization, regulations on voting procedure, nonpayment of dividends and other requirements established by this Law and other legal acts of the Republic of Kazakhstan;

9) conditions of the termination of activities of society;

10) other provisions according to this Law and other legal acts of the Republic of Kazakhstan.

3. All interested persons have the right to study the charter of society. Upon the demand of the interested person society shall give it opportunity to study the charter of society, including subsequent changes and amendments to it. Within three working days society shall perform the requirement of the shareholder about provision to it the copy of the charter of society. Society has the right to levy for provision of the copy of the charter to the shareholder payment which shall not exceed expenses on production of the copy, and also in need of its delivery - expenses on its delivery.

4. Society has the right to perform the activities based on the standard charter of the society approved by the Government of the Republic of Kazakhstan.

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