Article 14. The rights of the company's shareholders The Law on Joint-Stock Companies

Home / RLA / Article 14. The rights of the company's shareholders The Law on Joint-Stock Companies

1. A shareholder of the company has the right to:

1) participate in the management of the company in accordance with the procedure provided for by this Law and (or) the articles of association of the company;

1-1) if five or more percent of the company's voting shares are owned independently or jointly with other shareholders, propose to the Board of Directors to include additional issues on the agenda of the general meeting of shareholders in accordance with this Law.;

2) receive dividends;

3) receive information about the company's activities, including getting acquainted with the company's financial statements, in accordance with the procedure determined by the general meeting of shareholders or the company's articles of association, with the exception of information:

financial statements published on the Internet resource of the depository as of the date of the claim;

requested repeatedly within the last three years (provided that the information previously requested by the shareholder has been provided in full);

related to the previous periods of the company's activity (more than three years prior to the date of the shareholder's request), with the exception of information on transactions executed on the date of the shareholder's request;

4) receive extracts from the central securities depository or nominee holder confirming its ownership of the securities;

5) to propose to the general meeting of shareholders of the company candidates for election to the Board of Directors of the company;

6) to challenge in court the decisions taken by the company's bodies;

7) if, independently or jointly with other shareholders, five or more percent of the company's voting shares are owned, apply to the judicial authorities on their own behalf in the cases provided for in Articles 63 and 74 of this Law, demanding that the company's officials compensate the company for losses caused to the company and return to the company by the company's officials and (or) their the profit (income) received by affiliated companies as a result of making decisions on concluding (proposals for concluding) large transactions and (or) interested-party transactions;

8) apply to the company with written inquiries about its activities and receive motivated responses within thirty calendar days from the date of receipt of the request to the company;

9) for a part of the property in case of liquidation of the company;

10) pre-emptive purchase of shares or other securities of the company convertible into its shares in accordance with the procedure established by this Law, with the exception of cases provided for by legislative acts of the Republic of Kazakhstan;

11) participate in the adoption by the general meeting of shareholders of a decision on changing the number of shares of the company or changing their type in accordance with the procedure provided for by this Law.

1-1. Shareholders who independently or jointly with other shareholders own five or more percent of the company's voting shares are entitled to receive information on the amount of remuneration based on the results of the year for an individual member of the Board of Directors and (or) the executive body of the company, provided that the following conditions are met::

establishment by the court of the fact of deliberate misleading of the shareholders of the company by this member of the Board of Directors and (or) the executive body of the company in order to obtain profit (income) for him (them) or his affiliated persons;

if it is proved that unfair actions and (or) inaction of this member of the Board of Directors and (or) the executive body of the company have caused losses to the company.

2. A major shareholder also has the right to:

1) request the convocation of an extraordinary general meeting of shareholders or file a lawsuit to convene it if the Board of directors refuses to convene the general meeting of shareholders;

2) excluded by the Law of the Republic of Kazakhstan dated 29.03.2016 No. 479-V (effective twenty-one calendar days after the date of its first official publication);

3) request the convening of a meeting of the Board of Directors;

4) require an audit organization to conduct an audit of the company at its own expense.

3. Restrictions on the rights of shareholders established by paragraphs 1 and 2 of this Article are not allowed, with the exception of the rights specified in subparagraphs 1), 2) and 11) of paragraph 1 of this Article, in cases provided for by the Law of the Republic of Kazakhstan "On the Use of the Airspace of the Republic of Kazakhstan and Aviation Activities".

In addition to the rights of shareholders provided for in paragraph 1 of this Article, the company's articles of association may provide for additional rights of shareholders.

4. The fulfillment of the requirement provided for in subparagraph 1-1) of paragraph 1 of this Article is mandatory for the body or persons convening the general meeting.

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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