Article 13. Types of shares The Law on Joint Stock Companies

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1. A common share grants a shareholder the right to participate in the general meeting of shareholders with the right to vote on all issues put to the vote, the right to receive dividends if the company has net income, as well as a portion of the company's property upon its liquidation in accordance with the procedure established by the legislation of the Republic of Kazakhstan.

2. Shareholders owning preferred shares have a pre-emptive right over shareholders owning common shares to receive dividends in a predetermined guaranteed amount established by the company's articles of association and to a portion of the company's assets upon liquidation in accordance with the procedure established by this Law.

The number of outstanding preferred shares of the company should not exceed twenty-five percent of the total number of its outstanding shares.

3. A preferred share does not grant a shareholder the right to participate in the management of the company, except in the cases specified in paragraph 4 of this article.

4. A preferred share grants a shareholder the right to participate in the management of the company if:

1) the general meeting of shareholders of the company considers an issue, the decision on which may limit the rights of a shareholder holding preferred shares. A decision on such an issue is considered adopted only if at least two thirds of the total number of outstanding (minus repurchased) preferred shares voted for the restriction.

The issues on which a decision may limit the rights of a shareholder holding preferred shares include::

reducing the amount or changing the procedure for calculating the amount of dividends paid on preferred shares;

changing the procedure for paying dividends on preferred shares;

exchange of preferred shares for common shares of the company;

splitting of preferred shares;

1-1) the general meeting of shareholders of the company is considering the issue of approving amendments to the methodology (approval of the methodology, if it has not been approved by the constituent assembly) for determining the value of preferred shares when they are repurchased by the company on an unorganized market in accordance with this Law;

2) the general meeting of shareholders of the company considers the issue of reorganization or liquidation of the company;

3) the dividend on a preferred share has not been paid in full within three months from the date of expiry of the period established for its payment, except in cases where the dividend has not been accrued on the grounds of paragraph 5 of Article 22 of this Law.

4-1. In the case provided for in subparagraph 3) According to paragraph 4 of this article, the right of a shareholder - owner of preferred shares to participate in the management of the company is terminated from the date of payment of the full amount of the dividend on the preferred shares owned by him.

5. The Constituent Assembly (by decision of the sole founder) or the general meeting of shareholders may introduce one "golden share" that does not participate in the formation of the authorized capital and receipt of dividends. The owner of the Golden share has the right to veto decisions of the general meeting of shareholders, the Board of Directors and the executive body on issues determined by the company's charter. The right of veto, certified by the Golden Share, is not transferable.

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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Republic of Kazakhstan

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