Article 7. The sole founder and shareholder of the Foundation of the National Welfare Fund Act

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1. The sole founder and shareholder of the Fund is the Government of the Republic of Kazakhstan.

2. The exclusive competence of the sole shareholder of the Fund includes the following issues:

1) making amendments and additions to the Foundation's charter or approving it in a new version;

2) approval of the annual financial statements of the Fund;

3) approval of the Fund's development plan and amendments and additions to it;

4) voluntary reorganization or liquidation of the Fund;

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

6) determination of the term of office of the Fund's Board of Directors, election of its members and early termination of their powers;

6-1) determination of the amount and conditions of remuneration to independent directors of the Fund;

7) alienation of shares (participation interests) of companies according to the list determined by the sole shareholder of the Fund, as well as the transfer of these shares (participation interests) to trust management;

8) making decisions on liquidation and reorganization of companies according to the list determined by the sole shareholder of the Fund;

9) appointment and early dismissal of the Chairman of the Board of the Fund;

10) approval of the procedure for distributing the net income of the Fund 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 Fund;

11) making a decision on non-payment of dividends on common shares in the event of cases stipulated by the Law of the Republic of Kazakhstan "On Joint-Stock Companies";

12) determination of the Fund's dividend policy;

13) approval of the decision of the Board of Directors of the Fund adopted in accordance with subparagraph 19) of paragraph 3 of Article 8 of this Law;

14) acquisition and alienation of bank shares, as well as transfer of said shares to trust management;

15) approval of the Corporate Governance Code, as well as amendments and additions to it;

15-1) review of the report on the activities of the Board of Directors of the Fund;

15-2) making decisions on financing projects by the Fund on behalf of the President of the Republic of Kazakhstan, with the amount of financing reflected in the financial statements in accordance with the legislation of the Republic of Kazakhstan on accounting and financial reporting and international financial reporting standards;

15-3) approval of the regulations on the Foundation's Public Council;

16) other matters in accordance with this Law and (or) the Foundation's charter.

3. Decisions on the issues specified in subparagraph 8) of paragraph 2 of this Article in respect of companies in which the Fund is not the sole shareholder (participant) shall be taken by the sole shareholder of the Fund in order to determine the position of the Fund as a shareholder (participant) for the purpose of subsequent voting by authorized representatives of the Fund at general meetings of shareholders (participants) of companies.

3-1. excluded by the Law of the Republic of Kazakhstan dated 11/16/2023 No. 40-VIII (effective from 01.01.2024).

4. Decisions on issues referred by this Law, other laws of the Republic of Kazakhstan and (or) the charter of the Fund to the competence of the sole shareholder shall be taken by the Government of the Republic of Kazakhstan in the form of an individual resolution.

The decision-making procedure of the sole shareholder of the Fund is determined by the Government of the Republic of Kazakhstan.

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 belong to the National Welfare Fund and other organizations belonging to the National Welfare Fund group.

President

Republic of Kazakhstan

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