Article 8. Board of Directors of the National Welfare Fund Act

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1. The Board of Directors of the Fund consists of the Chairman and members elected by the sole shareholder of the Fund.

2. Excluded by the Law of the Republic of Kazakhstan dated 12/30/2022 No. 177-VII (effective ten calendar days after the date of its first official publication).

3. The exclusive competence of the Fund's Board of Directors includes the following issues:

1) approval of the Fund's action plan;

2) determining the procedure for developing, approving, monitoring, evaluating implementation, submitting reports on the implementation of the Fund's action plan, as well as requirements for its content;

3) monitoring and analyzing the implementation and evaluation of the implementation of the Fund's action plan;

4) identification of key performance indicators of the Fund within the framework of the Fund's action plan;

5) approval of the procedure for the development, approval, execution and monitoring of the annual budget of the Fund;

6) approval of the annual budget of the Fund;

7) making decisions on the liquidation and reorganization of companies, with the exception of companies, the decision on liquidation, the reorganization of which is attributed by this Law to the competence of the sole shareholder of the Fund;

8) making a decision on the placement (sale), including the number of shares to be placed (sold) within the number of declared shares, the method and price of their placement (sale);

9) making a decision on the Fund's repurchase of outstanding securities, with the exception of shares, and the price of their repurchase;

10) approval of the Fund's policies on risk management, charitable assistance, social responsibility, information disclosure, credit, industrial and other policies;

11) determination of the auditing organization performing the audit of the Fund and the maximum amount of payment for its services within the framework of the approval of the annual budget;

12) making a decision on submitting issues to the sole shareholder for consideration, with the exception of the issue provided for in subparagraph 15-2) of paragraph 2 of Article 7 of this Law;

13) excluded by the Law of the Republic of Kazakhstan dated 05/24/2018 No. 156-VI (effective after ten calendar days after the date of its first official publication); 14) excluded by the Law of the Republic of Kazakhstan dated 05/24/2018 No. 156-VI (effective after ten calendar days after the date of its first official publication);

15) making decisions on the establishment of committees under the Board of Directors of the Fund;

16) determination of the quantitative composition and term of office of the Management Board, election of members of the Management Board, as well as early termination of their powers, with the exception of the Chairman of the Management Board of the Fund;

17) determination of the size of official salaries and conditions of remuneration and bonuses for the chairman and members of the Management Board;

18) determining the quantitative composition and term of office of the internal audit service, appointing its head, as well as early termination of his 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;

19) making a decision on the price, quantity, and structure of placement of shares of organizations belonging to the Fund's group placed on the organized securities market in order to implement the decision of the Government of the Republic of Kazakhstan;

20) approval of documents regulating the internal activities of the Fund. The list of documents to be approved by the Board of Directors is determined by it independently.;

21) determining the procedure for concluding transactions between organizations belonging to the Fund's group, in respect of which the Law of the Republic of Kazakhstan "On Joint-Stock Companies" establishes special conditions.;

22) approval of the procedure for assessing corporate governance in the Fund;

23) the Fund's participation in the creation or activities of other legal entities by transferring part or several parts of assets amounting to twenty-five percent or more of all assets owned by the Fund;

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

25) acquisition (alienation) by the Fund of ten or more percent of shares (stakes in the authorized capital) of other legal entities;

26) determining the conditions for issuing bonds, derivative securities of the Fund and attracting other borrowings by the Fund in the amount of one percent or more of the Fund's equity;

27) excluded by the Law of the Republic of Kazakhstan dated 05/24/2018 No. 156-VI (effective ten calendar days after the date of its first official publication);

28) conducting an annual assessment of the activities of the Board of Directors of the Fund;

29) making decisions stipulated by internal documents approved by the Board of Directors, with the exception of decisions falling within the exclusive competence of the sole shareholder, the Management Board or the Chairman of the Management Board of the Fund in accordance with this Law.;

29-1) appointment of the corporate secretary and early termination of his/her powers, determination of the term of office of the corporate secretary, requirements for the corporate secretary, his/her functions, operating procedures, the amount of the official salary of the corporate secretary and the terms of remuneration to the corporate secretary;

29-2) approval of the procurement procedure by the Fund and organizations with fifty percent or more of the voting shares (participation shares in the authorized capital) owned directly or indirectly by the Fund;

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

4. Decisions on the issues specified in subitems 7) and 19) of paragraph 3 of this Article in respect of companies in which the Fund is not the sole shareholder (participant) shall be taken by the Board of Directors of the Fund 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) companies.

4-1. Based on a decision of the Board of Directors of the Fund, the policies specified in subparagraph 10) of paragraph 3 of this article may be extended to companies or organizations belonging to the Fund's group, all voting shares (participation interests) of which are directly or indirectly owned by the Fund.

5. The activities of the Board of Directors of the Fund are provided by the corporate secretary, including those who formulates the agenda of the meeting of the Board of Directors and sends notifications to the members of the Board of Directors of the Fund about the meeting, and the Fund.

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 (participation interests) belong to the National Welfare Fund and other organizations belonging to the National Welfare Fund group.

President

Republic of Kazakhstan

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