Article 53. The Board of Directors The Law on Joint-Stock Companies

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1. The Board of Directors exercises general management of the company's activities, with the exception of resolving issues referred by this Law and (or) the company's articles of association to the exclusive competence of the general Meeting of shareholders.

2. Unless otherwise established by this Law and/or the Company's Articles of association, the following matters fall within the exclusive competence of the Board of Directors:

1) determining the priority areas of the company's activities and the company's development strategy or approving the company's development plan in cases provided for by legislative acts of the Republic of Kazakhstan;

2) making a decision to convene annual and extraordinary general meetings of shareholders;

2-1) determining the form of the general Meeting of Shareholders;

3) making a decision on the placement (sale), including the number of shares to be placed (sold), within the limits of the number of declared shares, the method and price of their placement (sale), except for the cases provided for in parts two and three of paragraph 1 of Article 18 of this Law;

3-1) making a decision on the placement (sale) of shares of the company or other securities convertible into common shares of the company in the cases provided for in paragraph 7 of Article 16 of this Law.;

4) making a decision on the company's repurchase of outstanding shares or other securities and the price of their repurchase;

5) preliminary approval of the company's annual financial statements;

5-1) approval of the regulations on the committees of the Board of Directors;

6) (deleted - No. 230 dated 02/19/2007)

7) determining the terms of the issue of bonds and derivative securities of the company, as well as making decisions on their issue;

8) determination of the quantitative composition and term of office of the executive body, election of its head and members (the person solely performing the functions of the executive body), as well as early termination of their powers;

9) determination of the size of official salaries and conditions of remuneration and bonuses for the head and members of the executive body (the person solely performing the functions of the executive body);

10) determining the quantitative composition and term of office of the internal audit service, appointing its head and members, as well as early termination of their powers, determining the working procedure of the internal audit service, the amount and conditions of remuneration and bonuses for employees of the internal audit service;

10-1) appointment, determination of the term of office of the corporate secretary, early termination of his powers, as well as determination of the amount of the official salary and remuneration conditions of the corporate secretary;

11) determining the amount of payment for the services of an audit organization for the audit of financial statements, as well as an appraiser to assess the market value of property transferred to pay for the company's shares or which is the subject of a major transaction;

12) (deleted - No. 72 dated 08.07.2005);

13) approval of documents regulating the internal activities of the company (with the exception of documents adopted by the executive body for the purpose of organizing the company's activities), including an internal document establishing the terms and procedure for auctions and subscriptions of the company's securities;

14) making decisions on the establishment and closure of branches and representative offices of the company and approving regulations on them;

15) making a decision on the acquisition (alienation) by the company of ten or more percent of shares (stakes in the authorized capital) of other legal entities;

15-1) making decisions on issues related to the competence of the general meeting of shareholders (participants) of a legal entity, ten or more percent of the shares (participation shares in the authorized capital) of which belongs to the company;

16) an increase in the company's liabilities by an amount equal to ten percent or more of its equity capital;

17) excluded by the Law of the Republic of Kazakhstan dated December 28, 2011 No. 524-IV (effective after ten calendar days after its first official publication);

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

19) making a decision on the conclusion of major transactions and transactions in which the company has an interest, with the exception of major transactions, the decision on the conclusion of which is made by the general meeting of shareholders of the company in accordance with subparagraph 17-1) of paragraph 1 of Article 36 and paragraph 3-1 of Article 73 of this Law;

20) other issues stipulated by this Law and (or) the articles of association of the company that do not fall within the exclusive competence of the general meeting of shareholders.

3. The issues listed in paragraph 2 of this article may not be referred to the executive body for decision.

3-1. The specifics of the competence of the Board of directors of national managing holdings and national holdings are established by the Law of the Republic of Kazakhstan "On State Property".

4. The Board of Directors is not entitled to make decisions on matters that, in accordance with the company's articles of association, fall within the competence of its executive body, as well as to make decisions that contradict the decisions of the general meeting of shareholders.

5. Decisions taken by the Board of Directors are subject to coordination with the owner of the golden share on issues in respect of which the right of veto is established.

6. The Board of Directors must:

1) to monitor and, if possible, eliminate potential conflicts of interest at the level of officials and shareholders, including the misuse of the company's property and abuse in transactions in which there is an interest;

2) to monitor the effectiveness of corporate governance practices in the 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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Republic of Kazakhstan

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