Article 10. Board of the National Welfare Fund Law Foundation

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1. The Fund's Management Board consists of the Chairman of the Management Board, his deputies and other persons.

2. The exclusive competence of the Foundation's Board includes the following issues::

1) determining the conditions and procedure for converting the Fund's securities, as well as their modification;

2) determining the amount of payment for the appraiser's services in assessing the market value of the property transferred to pay for the Fund's shares or which is the subject of a major transaction;

3) making decisions on issues that, in accordance with the legislation of the Republic of Kazakhstan and (or) the charter, fall within the competence of the general meeting of shareholders (participants), another body of the company or another legal entity in relation to which the Fund is a shareholder, participant or has the right to a share in property, except for decisions on issues taken by the sole shareholder or the Board of Directors of the Fund in accordance with this Law;

4) coordination of issues of appointment and early termination of powers of heads of executive bodies of national companies, as well as legal entities, all voting shares (participation interests) of which belong to the Fund by right of ownership and (or) trust management;

5) taking prompt measures against companies to prevent disruptions in the completeness and timing of the implementation of investment decisions and investment projects;

6) the formation of a unified (including by industry of companies) financial, investment, production, economic, scientific and technical, money management, personnel, social and other policies in relation to companies;

6-1) approval of the corporate governance code of the organizations belonging to the Fund's group, as well as amendments and additions to it;

7) approval of methodological recommendations and corporate standards in relation to legal entities, more than fifty percent of the voting shares (participation interests) of which are directly or indirectly owned by the Fund;

8) approval of the rules for the development, coordination, approval, adjustment, execution and monitoring of the implementation of company action plans;

9) approval of the dividend policy and standards for calculating dividends for companies;

10) approval of certain types of standards and limits of administrative expenses of the Fund based on proposals submitted by the Government of the Republic of Kazakhstan, as well as companies, all voting shares (participation interests) of which belong to the Fund;

11) approval of the staffing, staffing table and organizational structure of the Fund;

12) making decisions on the establishment of branches and representative offices of the Fund;

13) making decisions on the establishment of committees under the Board of the Fund, consisting of employees of the Fund, companies and other persons in order to develop proposals for the Board of the Fund;

14) identification of information about the Foundation or its activities that constitute an official, commercial or other legally protected secret;

15) determining the conditions for issuing bonds, derivative securities of the Fund and attracting other borrowings by the Fund in the amount of not more than one percent of the Fund's equity;

16) approval of documents regulating the internal activities of the Fund, with the exception of those provided for in subparagraph 20) of paragraph 3 of Article 8 of this Law;

17) creation of centralized services in accordance with paragraph 1 of Article 24 of this Law;

18) hearing on an annual basis the results of the companies' activities and submitting reports on the results of the companies' activities to the Board of Directors of the Fund;

18-1) ensuring the integration of the procurement information system with the information system of the National Chamber of Entrepreneurs of the Republic of Kazakhstan in order to form a single point of access to purchases conducted in accordance with the legislation of the Republic of Kazakhstan;

19) other issues not attributed by this Law and (or) the charter of the Fund to the competence of other bodies of the Fund.

2-1. The Fund's Management Board has the right to determine a list of issues from among those provided for in subparagraph 3) paragraph 2 of this article, decisions on which may be taken by the Chairman of the Board of the Fund, as well as the procedure for making such decisions.

3. The decisions specified in subitems 3) and 9) of paragraph 2, paragraph 2-1 of this Article on the activities of companies in which the Fund is not the sole shareholder (participant) shall be taken by the Management Board or the Chairman of the Management Board of the Fund in order to determine the position of the Fund as a shareholder (participant) for subsequent voting by authorized representatives of the Fund at general meetings of shareholders (participants) of companies.

4. Along with the issues stipulated by the Law of the Republic of Kazakhstan "On Joint Stock Companies", the competence of the Chairman of the Board of the Fund includes:

1) making decisions on the appointment of inspections (audits) in companies and other legal entities, fifty percent or more of the voting shares (participation interests) of which are directly or indirectly owned by the company;

2) giving direct (operational) instructions for execution to companies, all voting shares (participation interests) of which belong to the Fund, on their activities;

3) bringing to disciplinary responsibility the heads of the executive bodies of legal entities in relation to which the Fund is the sole shareholder or the person holding all voting shares, the sole participant or the only person entitled to the property of the legal entity;

3-1) preparation of an annual public report on the results of the Fund's activities, which is posted on the Fund's Internet resource;

3-2) holding regular meetings with the business community and foreign investors on the issues of the Fund's activities;

4) making decisions on other issues in accordance with this Law and (or) the Foundation's charter.

5. Excluded by the Law of the Republic of Kazakhstan dated 05/24/2018 No. 156-VI (effective ten calendar days after the date of its first official publication).

6. If the Fund transfers shares (stakes) of companies to trust management on the basis of a decision of the Government of the Republic of Kazakhstan, the powers provided for in subparagraphs 4) and 5) of paragraph 2 and paragraph 4 of this article shall not be exercised by the Fund (its bodies and officials) and the trustee.

The Law of the Republic of Kazakhstan dated February 1, 2012 No. 550-IV.

This Law defines the legal status, operating procedure, goals, objectives and powers of the National Welfare Fund, the procedure for interaction between the National Welfare Fund and government agencies, as well as certain features of the legal status of legal entities whose shares (participation interests) belong to the National Welfare Fund and other organizations belonging to the National Welfare Fund group.

President

Republic of Kazakhstan

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