Article 1. The basic concepts used in this Law Chapter 1. General provisions The Law on Joint Stock Companies

Home / RLA / Article 1. The basic concepts used in this Law Chapter 1. General provisions The Law on Joint Stock Companies

1) qualified majority – a majority of at least three quarters;

2) a convertible security is a security of a joint-stock company that is subject to replacement with its other type of security on the terms and in accordance with the procedure determined by the issue prospectus.;

3) shareholder - a person who owns a share;

4) a share is a security issued by a joint-stock company and certifying the rights to participate in the management of the joint-stock company, receive a dividend on it and part of the company's property upon its liquidation, as well as other rights provided for by this Law and other legislative acts of the Republic of Kazakhstan;

4-1) stock splitting – an increase in the number of outstanding shares of a joint-stock company;

5) controlling stake - a block of shares that grants the right to determine decisions taken by a joint-stock company;

6) the nominal value of a share is the price at which shares are placed among the founders (paid by the sole founder), which is the same for all common and preferred shares and is determined in the founding agreement (decision of the sole founder) of a joint-stock company.;

7) affiliated persons - individuals or legal entities (with the exception of state bodies exercising control and supervisory functions within the scope of their powers) that have the ability to directly and (or) indirectly determine decisions and (or) influence decisions made by each other (one of the persons), including by virtue of an agreement transactions. The list of affiliated persons of the company is established by Article 64 of this Law;

8) voting shares - outstanding ordinary shares, as well as preferred shares, the right to vote on which is granted in the cases provided for by this Law. Voting shares do not include shares repurchased by the company, as well as, unless otherwise provided by this Law, shares held in nominal holding and owned by an owner whose information is not available in the central securities depository's accounting system.;

9) dividend - the income of a shareholder on shares owned by him, paid by a joint-stock company;

10) declared shares - shares, the issue of which is registered by the authorized body in accordance with the legislation of the Republic of Kazakhstan on the securities market;

11) corporate Internet resource – an Internet resource owned by the company;

12) corporate secretary - an employee of a joint-stock company who is not a member of the Board of Directors and (or) the executive body of the company, who is appointed by the Board of Directors of the company and is accountable to the Board of Directors of the company, and also controls the preparation and holding of meetings of the shareholders' meeting and the Board of Directors of the company, ensures the preparation of materials on the agenda of the general meeting shareholders and materials for the meeting of the Board of Directors of the company, monitors access to them. The competence and activities of the corporate secretary are determined by the company's internal documents;

12-1) excluded by the Law of the Republic of Kazakhstan dated 07/02/2018 No. 166-VI (effective from 01/01/2019);

13) cumulative voting is a method of voting in which each voting share has a number of votes equal to the number of elected members of the company's body.;

14) the company's Corporate Governance Code is a document approved by the general meeting of shareholders of the company that regulates relations arising in the company's management process, including relations between shareholders and the company's bodies, between the company's bodies, the company and interested parties;

14-1) representative list of the stock exchange – a list of securities and their issuers that comply with the requirements of the internal documents of the stock exchange;

15) excluded by the Law of the Republic of Kazakhstan dated December 28, 2011 No. 524-IV (effective from 01.01.2013);

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

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

18) placement price - the share price determined when placing shares on the primary securities market;

19) outstanding shares - shares of a joint-stock company paid for by the founders and investors on the primary securities market;

20) independent director – a member of the board of directors who is not an affiliated person of this joint-stock company and was not an affiliated person during the three years preceding his election to the board of directors (except in the case of his tenure as an independent director of this joint-stock company), is not an affiliated person in relation to the affiliated persons of this joint-stock company; is not affiliated with officials of this joint–stock company or affiliated organizations of this joint-stock company and was not affiliated with these persons during the three years preceding his election to the board of directors; is not a government employee; is not a shareholder's representative at meetings of the bodies of this joint-stock company and has not been for three years prior to his election to the Board of Directors; does not participate in the audit of this joint-stock company as an auditor working for an audit organization, and did not participate in such an audit during the three years preceding his election to the board of directors, and also meets other requirements established by the laws of the Republic of Kazakhstan.;

21) payment agent - a bank or an organization that performs certain types of banking operations;

22) authorized body - a state body that carries out state regulation, control and supervision of the financial market and financial organizations;

23) major shareholder - a shareholder or several shareholders acting on the basis of an agreement concluded between them, who (collectively) own ten or more percent of the voting shares of a joint-stock company.

The Law of the Republic of Kazakhstan dated May 13, 2003 No. 415.

This Law defines the legal status, procedure for the establishment, operation, reorganization and liquidation of a joint-stock company; the rights and obligations of shareholders, as well as measures to protect their rights and interests; the competence, procedure for the formation and functioning of the bodies of a joint-stock company; the powers, procedure for the election and responsibility of its officials.

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