Article 36. Competence of the General Meeting of Shareholders The Law on Joint Stock Companies

Home / Laws / Article 36. Competence of the General Meeting of Shareholders The Law on Joint Stock Companies

1. The following issues fall within the exclusive competence of the General Meeting of Shareholders:

1) introduction of amendments and additions to the articles of association of the company or its approval in a new edition;

1-1) approval of the Corporate Governance Code, as well as amendments and additions to it, if the adoption of this Code is provided for by the company's charter.;

"State-controlled joint-stock companies (with the exception of the National Welfare Fund, joint-stock companies of which the National Bank of the Republic of Kazakhstan is a shareholder (trustee)) approve corporate governance codes in accordance with the model Corporate Governance Code;

1-2) determination of the procedure, deadlines and the total number of shares of the company to be placed (sold) or other securities convertible into common shares of the company, without the right of pre-emption;

2) voluntary reorganization or liquidation of the company;

3) making a decision on increasing the number of declared shares of the company or changing the type of outstanding declared shares of the company;

3-1) determining the conditions and procedure for converting the company's securities, as well as their modification;

3-2) making a decision on the issue of securities convertible into common shares of the company;

3-3) making a decision on the exchange of outstanding shares of one type for shares of another type, determining the conditions, terms and procedure for such an exchange;

3-4) making a decision on the splitting of shares, determining the conditions, terms and procedure for such splitting;

3-5) making a decision on the issue of non-government bonds without maturity and determining the terms of their issue;

4) determination of the quantitative composition and term of office of the counting commission, election of its members and early termination of their powers;

5) determination of the quantitative composition, term of office of the Board of Directors, election (re-election) members of the Board of Directors and early termination of their powers, as well as determining the amount and conditions of remuneration and compensation to members of the Board of Directors for the performance of their duties;

6) determination of the auditing organization performing the audit of the company;

7) approval of the audited annual financial statements;

8) approval of the procedure for distributing the company's net income for the reporting financial year, making a decision on the payment of dividends on common shares and approving the amount of the dividend per common share of the company;

9) making a decision on non-payment of dividends on common shares of the company;

9-1) making a decision on the voluntary delisting of the company's shares;

10) making a decision on the company's participation in the creation or operation of other legal entities or withdrawal from the membership (shareholders) of other legal entities by transferring (receiving) part or several parts of assets amounting to twenty-five percent or more of all assets owned by the company;

11) (deleted - No. 72 dated 07/8/2005) 12) (deleted - No. 72 dated 07/8/2005)

13) determining the form of the company's notification to shareholders of the convocation of the general meeting of shareholders;

14) approval of amendments to the methodology (approval of the methodology, if it has not been approved by the constituent Assembly) for determining the value of shares when they are repurchased by the company on an unorganized market in accordance with this Law;

15) approval of the agenda of the General Meeting of Shareholders;

16) determining the procedure for providing shareholders with information about the company's activities, if such procedure is not defined by the company's articles of association;

17) introduction and cancellation of the "golden share";

17-1) making a decision on concluding a major transaction by the company, as a result of which the company acquires or alienates (may acquire or alienate) property, the value of which is fifty percent or more of the total book value of the assets of the joint-stock company as of the date of making a decision on the transaction, as a result of which the company acquires or alienates (may be acquired or disposed of) fifty percent or more of the total book value of its assets;

18) other issues, the decision-making on which is attributed by this Law and (or) the articles of association of the company to the exclusive competence of the general meeting of shareholders.

1-1. The specifics of the competence of the sole shareholder of national management holdings, national holdings are established by the Law of the Republic of Kazakhstan "On State Property".

2. Resolutions of the General Meeting of Shareholders on the issues specified in the sub-paragraphs 1-1), 1-2), 2), 3) and 14) of paragraph 1 of this article, are adopted by a qualified majority of the total number of voting shares of the company, and in a company created as a result of the transformation of an investment privatization fund, by a qualified majority of the voting shares of the company represented on the the meeting.

The decision of the general meeting of shareholders on the issue specified in subitems 3-5) of paragraph 1 of this Article shall be adopted by a simple majority of votes from the total number of voting shares of the company.

Resolutions of the general meeting of shareholders on other matters shall be adopted by a simple majority of votes of the total number of voting shares of the company participating in the voting, unless otherwise provided by this Law and (or) the articles of association of the company.

When making a decision of the general meeting of shareholders on the issue specified in subparagraph 3-3) of paragraph 1 of this article regarding the exchange of outstanding shares of one type for shares of another type, a decision that may limit the rights of a shareholder holding preferred shares is considered adopted only on condition that at least two thirds of the total number voted for such a decision. the number of outstanding (minus repurchased) preferred shares.

3. It is not allowed to transfer issues on which decision-making falls within the exclusive competence of the general meeting of shareholders to the competence of other bodies, officials and employees of the company, unless otherwise provided by this Law and other legislative acts of the Republic of Kazakhstan.

4. The General Meeting of Shareholders has the right to cancel any decision of other bodies of the company on issues related to the internal activities of the company, unless otherwise specified by the articles of association.

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.

President

Republic of Kazakhstan

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