Charter

1. This Charter of the National Geological Survey Joint Stock Company (hereinafter – the Company) has been developed in accordance with the legislation of the Republic of Kazakhstan and defines its name, location, procedure for the formation and competence of its bodies, conditions for the reorganization and termination of its activities and other provisions that do not contradict the legislation of the Republic of Kazakhstan.

2. Full name of the Company:

in the official language – “Ulttyk geologiyalyk kyzmet” Joint stock company kogami, abbreviated – “UGK” AK;

in Russian – Joint Stock Company “National Geological Survey”, abbreviated as JSC “NGS”;

in English – Joint Stock Company “National Geological Survey”, abbreviated as “NGS” JSC.

3. Location of the executive body of the Company: Republic of Kazakhstan, 010000, Nur-Sultan city, Almaty district, B. Momyshuly Avenue, 16, n.p.6.

4. The Company is guided in its activities by the Constitution of the Republic of Kazakhstan, the current legislation of the Republic of Kazakhstan, as well as this Charter.

5. The Company is a legal entity in accordance with the legislation of the Republic of Kazakhstan, has an independent balance sheet, bank accounts, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court. The Company is the legal successor to the rights and obligations of the reorganized LLP “Republican Center for Geological Information “Kazgeoinform”.

6. The Company has a seal, letterheads indicating the full corporate name in Kazakh and Russian, a trademark and symbols, samples of which are approved by the executive body of the Company and registered in accordance with the established procedure, as well as other means of individualization necessary for the implementation of activities.

7. The Company has the right, in accordance with the procedure established by the legislation of the Republic of Kazakhstan, to participate in the authorized capitals of legal entities.

8. In accordance with the procedure provided for by legislative acts of the Republic of Kazakhstan, by decision of the Board of Directors, the Company has the right to establish branches (representative offices) located outside its location, which are not legal entities and acting on behalf of and on behalf of the Company on the basis of approved Regulations on them, to endow them with fixed and working capital at the expense of its own property and determine the order of their activities.

The property of a branch or representative offices is listed on the balance sheet of the Company.

The Company acquires the rights of a legal entity from the moment of its state registration.

9. The founder of the Company is the Government of the Republic of Kazakhstan represented by the State Property and Privatization Committee of the Ministry of Finance of the Republic of Kazakhstan. The right to own and use the state-owned block of shares of the Company, which is in republican ownership, on the basis of the decree of the Government of the Republic of Kazakhstan dated December 30, 2021. No. 971 belongs to the Geology Committee of the Ministry of Ecology, Geology and Natural Resources of the Republic of Kazakhstan, which is the Sole Shareholder of the Company, represents the interests of the state as a shareholder on issues within the competence of the General meeting of Shareholders, in accordance with the legislation of the Republic of Kazakhstan.

10. The right to dispose of the state block of shares of the Company belongs to the authorized body for state property.

11. This Charter is the founding document of the Company and is a document defining the legal status of the Company as a legal entity.

• development of the information and scientific basis of subsoil use in the Republic of Kazakhstan.

13. The main subject and activities of the activity are:

• collection, storage, generalization, systematization and analysis of geological information in cooperation with scientific institutions of the Republic of Kazakhstan in the field of geology;
• provision of comprehensive service support to investors through:
  open access to geological information;
• operation of the National Data Bank of Mineral Resources of the Republic of Kazakhstan.

13.1. The main activities of the Company are:

• provision of services to the authorized body for the collection, accounting, storage and accessibility of geological information owned, perpetually owned and used by the state;
• provision of services to the authorized body for the management of the state infrastructure for the storage of geological information, for the operation of the information system “National Data Bank of Mineral Resources of the Republic Kazakhstan”, including maintaining an Interactive map of geology and subsoil use, updating them and filling them with the necessary data;
• provision of services jointly with scientific and scientific educational institutions of the Republic of Kazakhstan in the field of geology to the authorized body for the generalization, systematization, analysis and interpretation of geological information owned, perpetually owned and used by the state within the framework of the state geological study of the subsoil;
• provision of services jointly with scientific and scientific educational institutions of the Republic of Kazakhstan in the field of geology to the authorized body for the scientific justification of planning the state geological study of the subsoil and the development of design estimates for systematic regional geological studies within the framework of the state geological study of the subsoil;
• provision of services to the authorized body for conducting Unified Cadastre of the State Subsoil Fund of the Republic of Kazakhstan;
• information support for government agencies in the development of the state subsoil fund management program;
• provision of services to the authorized body for state monitoring of the subsoil;
• preparation of large-scale geological maps (up to 1:50,000);
• participation in maintaining the state water cadastre in terms of groundwater;
• provision of educational services in the geological industry, not included in other categories:
• implementation of educational activities among the youth of the Republic of Kazakhstan on issues of geology, subsoil use;
• assistance to secondary education organizations in the formation of interest in the geological industry.

13.2. Functions of the Company:

• ensuring the secrecy regime, secret record keeping and technical protection of information containing state secrets;
• the collection of geological information owned, as well as owned and used by the state, for storage, generalization, systematization and provision to interested persons as a National operator for the collection, storage, processing and provision of geological information.

14. Activities requiring a license or other type of permit, which must be obtained in accordance with the procedure established by the legislation of the Republic of Kazakhstan, are carried out by the Company only after obtaining the appropriate licenses or other type of permits.

15. The sole shareholder has the right to:

• participate in the management of the Company in accordance with the procedure provided for by the Law of the Republic of Kazakhstan dated May 13, 2003 “On Joint Stock Companies” (hereinafter – the Law) and this Charter;
• receive dividends in accordance with the procedure established by law;
• receive information about the Company’s activities, including getting acquainted with the Company’s financial statements in accordance with the procedure determined by the Sole Shareholder or this Charter;
• receive extracts from the Company’s registrar or nominee holder confirming his right ownership of securities;
• to elect members of the Company’s Board of Directors;
• to challenge decisions taken by the Company’s bodies in court;
• apply to the Company with written requests about its activities and receive motivated answers within thirty calendar days from the date of receipt of the request to the Company;
• for a part of the property in the event of liquidation of the Company;
• pre-emptive purchase of shares in accordance with the procedure established by the legislation of the Republic of Kazakhstan;
• require the convening of meetings of the Board of Directors of the Company;
• require the audit organization to audit the Company at its own expense.

16. The sole shareholder is obliged to:

• pay for the shares;
• notify the central securities depository and (or) the nominee holder of shares owned by this shareholder within ten working days of changes in the information necessary for maintaining the register system of shareholders of the company;
• not to disclose information about the company or its activities that constitute official, commercial or other legally protected secrecy;
• perform other duties in accordance with the Law.

17. The Company issues only ordinary shares in an undocumented form.

18. The movement of a common share is recorded in the register of securities holders, which is maintained by the registrar of the Company. It contains information on the time of purchase of the share, the number of shares from the Sole Shareholder, as well as other information provided for by the current legislation of the Republic of Kazakhstan.

19. Information on the Company’s own shares acquired by the Company is subject to mandatory inclusion in the register of securities holders.

20. The Company has no right to issue shares to cover losses related to its business activities.

21. Extracts from the register of shareholders are used as documents confirming the rights of the Sole Shareholder to signed and fully paid shares.

22. Other issues of issue, movement and accounting of shares and bonds that are not regulated by law are determined by the Sole Shareholder of the Company when making a decision on their issue in accordance with the current legislation of the Republic of Kazakhstan.

23.The organs of the Company are:

• the supreme body is the Sole Shareholder;
• management body – the Board of Directors;
• executive body – the Management Board of the Company;
• control body – the Internal Audit Service;

24. The exclusive competence of the Sole Shareholder includes issues on which decisions are made in coordination with the authorized body for state property in accordance with the procedure established by law:

• making amendments and (or) additions to the company’s charter or approving it in a new version;
• change in the size of the authorized capital;
• approval of the annual financial statements and distribution of the company’s net income for the reporting financial year;
• making a decision on the company’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 company;
• determination of the quantitative composition, term of office of the Board of Directors, election of its members and early termination of their powers, as well as determination of the amount and conditions of remuneration to members of the Board of Directors;
• cancellation of decisions taken by the Board of Directors on issues related to the internal activities of the company.

25. The following issues are attributed to the exclusive competence of the Sole Shareholder:

• approval of the corporate governance Code, as well as amendments and additions to it;
• voluntary reorganization or liquidation of the Company;
• making a decision to increase the number of declared shares of the Company or change the type of non-placed declared shares of the Company;
• definition the conditions and procedure for converting the Company’s securities, as well as their modification;
• making a decision on the issue of securities convertible into ordinary shares of the Company;
• making a decision on the exchange of outstanding shares of one type for shares of another type, determining the conditions and procedure for such an exchange;
• determining the audit organization conducting the audit of the Company;
• approving the procedure for distributing the Company’s net income for the reporting financial year, making a decision on payment dividends on common shares and approval of the amount of the dividend per one common share of the Company;
• making a decision on non-payment of dividends on common shares of the Company;
• making a decision on voluntary delisting of shares of the Company;
• making a decision on the Company’s participation in the creation or activities 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;
• approving changes the methodology for determining the value of shares when they are repurchased by the company in an unorganized market in accordance with the Law;
• determining the procedure for providing information about the Company’s activities to the Sole Shareholder;
• election of the Chairman of the Management Board, determination of his term of office, as well as early termination of powers and imposition of disciplinary penalties;
• making a decision on the conclusion of a major transaction by the Company, as a result of which (which) The Company acquires or alienates (may be acquired or alienated) property, the value of which is fifty percent or more of the total book value of the Company’s assets at the date of the decision on the transaction, as a result of which fifty percent or more of the total book value of its assets is acquired or alienated (may be acquired or alienated) assets;
• other issues, decision-making on which is attributed by Law and (or) the charter of the Company to the exclusive competence of the Sole Shareholder of the Company.

26. It is not allowed to transfer issues, decision-making on which is attributed to the exclusive competence of the Sole Shareholder, to the competence of other bodies, officials and employees of the company, unless otherwise provided by Law and other legislative acts of the Republic of Kazakhstan.

27. The sole shareholder 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 determined by the articles of association.

28. The Board of Directors of the Company carries out general management of the Company’s activities, except for resolving issues referred by Law and these Articles of Association to the exclusive competence of the Sole Shareholder of the Company.

29. Members of the Board of Directors of the Company are elected and re-elected by the decision of the Sole Shareholder of the Company in accordance with the Law. The term of office of the members of the Board of Directors is established by the decision of the Sole Shareholder of the Company.

30. The requirements for persons elected to the Board of Directors are established by the Company’s internal documents.

31. The number of members of the Board of Directors of the Company must be at least three persons, from among whom the Chairman of the Board of Directors of the Company is elected by secret ballot by a majority vote of the total number of members. The Chairman of the Board of Directors of the Company organizes the work of the Board of Directors of the Company, convenes meetings of the Board of Directors of the Company and chairs them. The Board of Directors of the Company has the right to re-elect the Chairman of the Board of Directors of the Company at any time.

At least thirty percent of the Company’s Board of Directors are independent directors.

The Board of Directors of the Company is authorized to make decisions if at least half of its members participate in its work (with the mandatory participation of an independent director(s)). The decision of the Board of Directors of the Company is made by a majority vote of those present. In case of equality of votes when making a decision by the Board of Directors of the Company, the vote of the Chairman of the Board of Directors of the Company is decisive.

In the absence of the Chairman of the Board of Directors of the Company, his functions are performed by one of the members of the Board of Directors of the Company by decision of the Board of Directors of the Company.

32. The exclusive competence of the Board of Directors of the Company includes:

• identification of priority areas of the Company’s activities;
• Approval of the Company’s development plan and a report on its execution in cases provided for by legislative acts of the Republic of Kazakhstan;
• making a decision on 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);

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• making a decision on the Company’s repurchase of outstanding shares or other securities and the price of their repurchase;
• preliminary approval of the Company’s annual financial statements;
• approval of the regulations on the committees of the Board of Directors;
• determination of the terms of issue of bonds and derivative securities of the Company, as well as making decisions on their issue;
• approval of the Regulations on the Management Board
• election of members of the Management Board, with the exception of the Chairman of the Management Board, determination of the term of office, as well as early termination of their powers and imposition of disciplinary penalties;
• determination of the size of official salaries and conditions of remuneration and bonuses for the Chairman of the Management Board and members of the Management Board of the Company;
• determination of the quantitative composition, term of office of the internal audit service, appointment of its head and members, as well as early termination of their powers, determination of the working procedure of the internal audit service, size and conditions remuneration and bonuses for employees of the internal audit service, as well as approval of the regulations on the internal audit service;
• 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, as well as approval of the regulations on the corporate secretary;
• determination of the amount of payment for the services of an audit organization for the audit of financial statements, as well as an appraiser for market valuation the value of the property transferred to pay for the company’s shares or being the subject of a major transaction;
• 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 conditions and procedure for auctions and subscriptions of the Company’s securities;
• making decisions on the establishment and closure of branches and representative offices of the Company and approval of the provisions on them;
• making a decision on acquisition (alienation) The Company has ten or more percent of shares (shares of participation in the authorized capital) of other legal entities;
• making decisions on issues related to the competence of the general meeting of shareholders (participants) of a legal entity, ten or more percent of shares (shares in the authorized capital) of which belongs to the Company;
• increasing the Company’s obligations by an amount amounting to ten or more percent of its own capital;
• determination of information about the Company or its activities that constitute an official, commercial or other legally protected secret;
• approval of the staffing and organizational structure of the Company;
• decision-making on the conclusion of major transactions and transactions in which the Company has an interest;
• other matters provided for by Law and (or) the articles of Association of the Company that do not fall within the exclusive competence of the Sole Shareholder.

33. The Board of Directors must:

• 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;
• to monitor the effectiveness of corporate governance practices in the company.

34. A meeting of the Board of Directors of the Company is convened by the Chairman of the Board of Directors of the Company, or at the request of any member of the Board of Directors of the Company, members of the Internal Audit Service of the Company, or the audit organization conducting the audit of the Company, as well as the Sole Shareholder of the Company.

35. Decisions of the Company’s Board of Directors may be taken by absentee voting on issues submitted for consideration by the Board of Directors. The Board of Directors may decide to hold its own closed meeting, which may be attended only by members of the Board of Directors.

36. In order to consider the most important issues and prepare recommendations to the Board of Directors, the Company establishes committees of the Board of Directors on the following issues:

• strategic planning;
• personnel and remuneration;
• internal audit;
• social issues;
• other issues provided for in the Company’s internal document.

Consideration of the issues listed in this paragraph may be attributed to the competence of one or more committees of the Board of Directors.

37. The Committees of the Board of Directors of the Company consist of members of the Board of Directors of the Company and experts with the necessary professional knowledge to work in a particular committee.

38. The Head of the executive body may not be the Chairman of the committee of the Board of Directors of the Company.

39. The procedure for the formation and work of the committees of the Board of Directors of the Company, as well as their quantitative composition, are established by an internal document of the Company approved by the Board of Directors of the Company.

40. The Company enjoys all the rights provided for by the legislation of the Republic of Kazakhstan and the constituent documents of the Company.

41. The Company has separate property, is responsible for its obligations, within the limits of the property belonging to it, which can be levied only in accordance with the current legislation of the Republic of Kazakhstan.

42. The Company is not responsible for the obligations of its Sole Shareholder. The sole shareholder of the Company is not liable for the obligations of the Company, and bears the risk of losses related to the Company’s activities, within the value of the shares owned by him, except in cases provided for by legislative acts of the Republic of Kazakhstan.

43. The Company is not responsible for the obligations of the state, as well as the state is not responsible for its obligations.

44. The Company has the right in accordance with the legislation of the Republic of Kazakhstan:

• conclude transactions (contracts, contracts) on their own behalf, acquire property and personal non-property rights and obligations, act as plaintiff and defendant in court;
• issue power of attorney in accordance with the legislation of the Republic of Kazakhstan;
• acquire and grant ownership rights and the use of security documents, technologies, “know-how” and other intellectual property objects;
• on a voluntary basis, join associations with organizations of all forms of ownership in the territory of the Republic of Kazakhstan and abroad, act as a participant in organizations in the territory of the Republic of Kazakhstan and abroad;
• maintain the required and necessary accounting and reporting documentation in accordance with generally accepted accounting principles for tax reporting purposes, property valuation and accounting of income and expenses;
• open and maintain all types of accounts in banks located on the territory of the Republic of Kazakhstan or abroad, in accordance with the legislation of the Republic of Kazakhstan;
• attract, receive and use funds in the form of loans and credits in accordance with the procedure established by the legislation of the Republic of Kazakhstan;
• freely correspond and keep in touch with legal entities and individuals in the territory of the Republic of Kazakhstan or abroad, as well as with foreign, state and international organizations;
• acquire, exercise or transfer all other rights in accordance with the legislation of the Republic of Kazakhstan;
• possess all other rights provided for by the legislation of the Republic of Kazakhstan for legal entities in the form of joint-stock companies.

45. The Management Board of the Company is the executive body of the Company, which resolves all issues of its current activities.

46. The Management Board has the right to make decisions at meetings on any issues of the Company’s activities that are not attributed by Law, other legislative acts of the Republic of Kazakhstan and the Charter of the Company to the competence of other bodies and officials of the Company.

The right to submit issues to the Management Board of the Company belongs to the Sole Shareholder, members of the Board of Directors, the Management Board and the Internal Audit Service, heads of structural divisions of the Company, as well as committees established by decision of the Board of Directors of the Company.

The decisions of the Management Board of the Company are drawn up in a protocol, which must be signed by all members of the Management Board present at the meeting and contain the issues put to the vote, the results of voting on them, reflecting the result of voting by each member of the Management Board on each issue.

The transfer of voting rights by a member of the Company’s Management Board to another person, including another member of the Company’s Management Board, is not allowed.

47. The Management Board is obliged to comply with the decisions of the Sole Shareholder and the Board of Directors.

48. The Management Board of the Company consists of at least three members elected by the Board of Directors of the Company (except for the Chairman of the Management Board of the Company, elected by the decision of the Sole Shareholder of the Company) by a simple majority of votes by open voting, and is headed by the Chairman of the Management Board of the Company.

Members of the Management Board of the Company may be re-elected to office an unlimited number of times.

The Management Board of the Company is convened as necessary, but at least once a month.

49. A member of the Management Board has the right to work in other organizations only with the consent of the Board of Directors.

The Chairman of the Management Board is not entitled to hold the position of head of the executive body or a person solely performing the functions of the executive body, another legal entity.

The procedure for carrying out the activities of the Management Board is determined by Law, other legislative acts of the Republic of Kazakhstan, the Charter of the Company, the Regulations on the Management Board.

The functions, rights and obligations of a member of the Management Board are determined by Law, other legislative acts of the Republic of Kazakhstan, the Charter of the Company, the Regulations on the Management Board, as well as an employment contract concluded by the specified person with the Company.

An employment contract on behalf of the Company with the Chairman of the Management Board is signed by the Chairman of the Board of Directors or a person authorized to do so by the Sole Shareholder or the Board of Directors. The employment contract with the other members of the Management Board is signed by the Chairman of the Management Board.

50. The competence of the Management Board of the Company includes:

• making decisions aimed at achieving the Company’s goals;
• ensuring the development of the Company’s development plan and preparation of a report on its implementation and submission to the Board of Directors for approval;
• approval of samples of trademarks, service marks and symbols of the Company;
• implementation of foreign economic activity;
• submission for approval to the Board of Directors of the staffing and organizational structure of the Company;
• approval of the staffing table of the Company;
• making decisions and instructions binding on all employees of the Company;
• approval of internal documents of the Company (with the exception of documents approved by the Sole Shareholder and the Board of Directors of the Company) on the basis of the classifier of internal documents approved by the Board of Directors;
• decision-making on production issues of the Company’s internal activities, including the definition of the operating mode;
• making decisions on the Company’s participation in the creation and activities of other legal entities by transferring part and several parts of assets in the amount of up to ten percent of all assets owned by the Company;
• resolving all other issues of the Company’s activities, except those that fall within the exclusive competence of the Sole Shareholder and the Board of Directors of the Company.

51. The Chairman of the Management Board of the Company is the first head of the Company and manages the Company’s activities.

52. The Chairman of the Management Board of the Company performs the following functions:

• organizes the implementation of decisions of the Sole Shareholder and the Board of Directors;
• acts on behalf of the Company in relations with third parties without a power of attorney;
• issues powers of attorney for the right to represent the Company in its relations with third parties;
• accepts, relocates and dismisses employees of the Company (except in cases established by Law), applies incentive measures and imposes disciplinary penalties on them, sets the amount of official salaries of employees of the Company and personal salary allowances in accordance with the Company’s staffing table, determines the amount of bonuses for employees of the Company, with the exception of employees who are members of the the composition of the Management Board, the supervisory bodies of the Company and the corporate Secretary;
• in case of his absence, assigns the performance of his duties to one of the members of the Management Board;
• distributes duties, as well as areas of authority and responsibility between the members of the Management Board, as well as between the heads of structural divisions of the Company;
• issues orders and orders, gives instructions on all issues of the Company’s activities that are not within the competence of the Sole Shareholder and the Board of Directors of the Company;
• organizes anti-corruption work and is personally responsible for taking anti-corruption measures in the Company;
• monitors the implementation of the recommendations of the Internal Audit Service of the Company;
• manages the property and funds of the Company in accordance with the procedure established by the legislation of the Republic of Kazakhstan and this Charter;
• approves the regulations on the structural divisions of the Company, except for the regulations on branches and representative offices;
• defines the job responsibilities of the Company’s employees;
• exercises other powers delegated to him by the decision of the Sole Shareholder and the Board of Directors of the Company, with the exception of matters referred in accordance with the Law and this Charter to the exclusive competence of the Sole Shareholder or the Board of Directors of the Company.

53. In the absence of the Chairman of the Management Board, the person replacing him performs the functions of the Chairman of the Management Board.

54. The current control over the financial and economic activities of the Company is carried out by the Internal Audit Service of the Company, appointed by the Board of Directors of the Company for a period established by the Board of Directors of the Company.

55. Employees of the Company’s Internal Audit Service may not be elected to the Board of Directors and the Management Board of the Company.

56. The Internal Audit Service of the Company is directly subordinate to the Board of Directors of the Company and reports to it on its work quarterly, at the end of the year and at another time by decision of the Board of Directors of the Company.

57. The procedure for exercising financial control over the Company’s activities is established by the Board of Directors of the Company.

58. The Internal Audit Service in accordance with the procedure established by the Board of Directors:

• provides the Board of Directors with independent objective information on the financial and economic activities of the Company;
• evaluates, advises and contributes to the improvement of risk management, internal control and corporate governance processes using a systematic and consistent approach;
• performs other functions within its competence in accordance with the Regulations on the Internal Audit Service.

59. Employees of the Company’s Internal Audit Service may be present when the Board of Directors of the Company considers the conclusion of the Company’s Internal Audit Service on the Company’s financial statements and the results of its audits.

60. The authorized capital of the Company is formed by payment of shares by the founders at their nominal value and by investors at placement prices determined in accordance with the requirements established by the current legislation of the Republic of Kazakhstan and expressed in the national currency of the Republic of Kazakhstan.

61. The Company has the right to increase the authorized capital by the decision of the Sole Shareholder of the Company. The increase in the authorized capital of the Company is carried out by placing the declared shares of the Company in accordance with the procedure provided for by the current legislation of the Republic of Kazakhstan.

62. The Company’s net income (after taxes and other mandatory payments to the budget) remains at the disposal of the Company and is distributed in accordance with the procedure determined by the decision of the Sole Shareholder of the Company, including for the payment of dividends. The remaining part is directed to the development of the Company or other purposes provided for by the decision of the Sole Shareholder of the Company.

The sole shareholder of the Company has the right to make a decision on non-payment of dividends on ordinary shares of the Company at the end of the year in the following cases:

• if the amount of equity capital is negative or if the amount of equity capital of the company becomes negative as a result of accrual of dividends on its shares;
• if the company meets the criteria of insolvency or insolvency in accordance with the legislation of the Republic of Kazakhstan on bankruptcy, or these signs will appear in the Company as a result of accrual of dividends on its shares;
• and other cases.

63. Dividends are paid to the Sole Shareholder of the Company annually. The decision to pay dividends based on the results of the year is made in accordance with the procedure established by law by the Sole Shareholder of the Company. Dividends are paid in the amounts and within the time limits established by the Sole Shareholder of the Company when making a decision on accrual of dividends.

64. Dividends are paid in cash, provided that the decision to pay dividends was made by the Sole Shareholder of the Company. The decision of the Sole Shareholder of the Company on the payment of dividends on common shares at the end of the year indicates the amount of the dividend per common share. Dividends are accrued only on paid shares.

65. Accounting and preparation of financial statements is carried out in accordance with the legislation of the Republic of Kazakhstan on accounting and financial reporting and the accounting policy of the Company, compiled in accordance with International Financial Reporting Standards.

66. The Company’s financial statements include the Company’s balance sheet, a report showing all changes in equity, a cash flow statement, a profit and loss statement and other statements in accordance with the legislation of the Republic of Kazakhstan on accounting and financial reporting. The Company’s financial statements are provided in accordance with the procedure established by the legislation of the Republic of Kazakhstan.

67. The Company publishes annual financial statements in the mass media within the time limits established by the legislation of the Republic of Kazakhstan.

68. The Company annually submits to the Sole Shareholder the annual financial statements for the past year, which were audited in accordance with the legislation of the Republic of Kazakhstan on auditing, for discussion and approval.

The annual financial statements of the Company are subject to preliminary approval by the Board of Directors of the Company no later than 30 (thirty) days before the date of their submission to the Sole Shareholder of the Company.

The final approval of the annual financial statements is made by the Sole Shareholder of the Company. In addition to the financial statements, the Management Board of the Company submits an audit report to the Sole Shareholder of the Company, including recommendations from the audit organization (letter to management).

69. The financial year of the Company coincides with the calendar year (from January 1 to December 3, 1).

70. The Company is obliged to audit the annual financial statements.

71. The Corporate Secretary is appointed by the Board of Directors from among persons who are not members of the Board of Directors or the Management Board of the Company and reports to him on his work quarterly, at the end of the year or at another time by decision of the Board of Directors of the Company.

72. The competence of the corporate Secretary includes the following issues:

• preparation of materials for meetings of the Board of Directors;
• ensuring clear interaction between the Company’s bodies in accordance with the provisions of the Charter and other internal documents of the Company;
• informing the Board of Directors and officials of the Company about new trends in the development of corporate governance;
• ensuring disclosure and provision of information about the Company, including corporate events;
• ensuring proper consideration by the relevant bodies of the Company of the appeals of the Sole Shareholder and conflict resolution, related to the violation of the rights of the Sole Shareholder;
• ensuring control over the timely consideration by the Company’s bodies of the appeals of the Sole Shareholder, members of the Board of Directors;
• ensuring the storage of minutes of meetings of the Board of Directors and decisions taken by absentee voting;
• accounting for affiliated persons of the Company and providing information about affiliated persons of the Company to an authorized person.

73. At the request of a member of the Board of Directors, the Corporate Secretary provides him with the minutes of the meeting of the Board of Directors or a decision taken by absentee voting for review and (or) issues him extracts from the minutes and decisions certified by the signature of the corporate Secretary and the seal of the Company.

74. The Corporate Secretary ensures the formation of materials on issues submitted to the Sole Shareholder and materials for meetings of the Board of Directors, monitors access to them, and also ensures the timely appointment and extension of powers of members of the Board of Directors and the Management Board, employees of the Internal Audit Service.

75. The status, functions and duties of the Corporate Secretary are determined by the Regulations on the Corporate Secretary of the Company approved by the Board of Directors of the Company.

76. Officials of the Company (members of the Board of Directors and the Management Board of the Company):

• perform their duties in good faith and use methods that best reflect the interests of the Company and the Sole Shareholder of the Company;
• must not use the Company’s property or allow its use in contradiction with the Company’s Charter and decisions of the Sole Shareholder and the Board of Directors of the Company, as well as for personal purposes and abuse when making transactions with their affiliates;
• are obliged to ensure the integrity of accounting and financial reporting systems, including conducting an independent audit;
• control the disclosure and provision of information about the Company’s activities in accordance with the requirements of the legislation of the Republic of Kazakhstan;
• respect the confidentiality of information about the Company’s activities, including during three years from the date of termination of work in the Company.

77. The Company’s officials are liable to the Company and the Sole Shareholder of the Company for damage caused by their actions (inaction) and for losses incurred by the Company, including, but not limited to losses incurred as a result of:

1) providing misleading or knowingly false information;

• violations of the procedure for providing information established by Law;
• proposals for concluding and (or) making decisions on concluding large transactions and (or) interested-party transactions that have caused losses to the Company as a result of their unfair actions and (or) inaction, including in order for them or their affiliates to receive income as a result of such transactions with the society.

78. The Company has the right, on the basis of a decision of the Sole Shareholder, to file a lawsuit against an official for compensation for damage or losses inflicted by him to the Company.

79. The Company’s officials are exempt from liability if they voted against a decision taken by the Company’s body that caused losses to the Company or the Sole Shareholder of the Company, or did not participate in the voting.

80. The Company, taking into account the requirements of current legislation and internal documents of the Company, resolves issues of staffing its activities, determines the forms and methods of organization, payment and material incentives for labor, the amount of tariff rates and salaries, surcharges, bonuses and payments by employees of the Company, the length of the working day and working week, the amount and procedure for providing annual paid and other vacations.

81. Issues of social security of the Company’s employees are resolved in accordance with the current legislation of the Republic of Kazakhstan and internal documents of the Company.

82. Information about the Company’s affiliated persons is not information constituting an official, commercial or other legally protected secret.

83. The Company is obliged to keep records of its affiliated persons on the basis of information provided by these persons or the registrar of the Company.

84. Individuals and legal entities that are affiliated with the Company are obliged to provide the Company with information about their affiliated persons within seven days from the date of affiliation.

85. The Company is obliged to submit a list of its affiliated persons to the authorized body in accordance with the procedure established by it.

86. The list of affiliated persons is submitted by the Company within the time and scope established by the current legislation of the Republic of Kazakhstan.

87. The Company shall bring to the attention of the Sole Shareholder of the Company information about its activities affecting the interests of the Sole Shareholder of the Company in accordance with the current legislation of the Republic of Kazakhstan and this Charter.

Information affecting the interests of the Sole Shareholder of the Company is recognized as:

• decisions taken by the Sole Shareholder and the Board of Directors, and information on the execution of decisions taken;
• issue of shares by the Company and approval by the authorized body of reports on the results of placement of the Company’s securities, reports on the results of repayment of the Company’s securities, cancellation by the authorized body of the Company’s securities;
• commission by the Company of major transactions and transactions in which the Company has an interest;
• pledge (re-pledge) of the Company’s property in the amount of five percent or more of the Company’s assets;
• receipt by the Company of a loan in the amount of twenty-five percent or more of the Company’s equity;
• receipt by the Company of licenses to carry out any types of activities, suspension or termination of licenses previously obtained by the Company to carry out any types of activities;
• participation of the Company in the establishment of a legal entity;
• seizure of the Company’s property;
• the occurrence of circumstances of an extraordinary nature, as a result of which the Company’s property was destroyed, the book value of which amounted to ten percent or more of the total assets of the Company;
• bringing the Company and its officials to administrative responsibility;
• initiation of a case in court in a corporate dispute;
• decisions on compulsory reorganization of the Company;
• other information affecting the interests of the Sole Shareholder, in accordance with the Company’s Charter, as well as the prospectus for the issue of shares of the Company.

Provision of information on the Company’s activities affecting the interests of the Sole Shareholder is carried out in accordance with the legislation of the Republic of Kazakhstan and this Charter.

If the Law and other legislative acts of the Republic of Kazakhstan do not provide for a time limit for bringing information to the attention of the Sole Shareholder, this information is brought to the attention of the Sole Shareholder within five working days from the date of its occurrence.

Information on the initiation of a corporate dispute case in court must be provided to the Sole Shareholder within seven working days from the date of receipt by the Company of the relevant court notice (summons) in a civil case on a corporate dispute.

88. The Company and its Sole Shareholder must use to publish their notices and other information subject to mandatory publication in accordance with the legislative acts of the Republic of Kazakhstan in a periodical and (or) on the corporate website of the Company.

89. At the request of the Sole Shareholder, the Company is obliged to provide him with copies of the documents provided for by Law.

90. The sole shareholder of the Company, in order to obtain information, applies to the Management Board of the Company in writing. The appeal of the Sole Shareholder of the Company must be registered in the accounting journal of the Company’s incoming documents. The Company is obliged to provide the Sole Shareholder with the required information (copies of the requested documents) within thirty calendar days from the date of application.

91. The Company ensures mandatory maintenance of a list of employees of the Company who have information constituting an official or commercial secret. Information about the Company’s activities marked “Confidential”, “For official use”, which has become known to the Sole Shareholder, cannot be transferred in writing or in any other form to third parties.

92. The reorganization of the Company (merger, accession, division, separation, transformation) is carried out in accordance with the legislation of the Republic of Kazakhstan.

93 Reorganization may be carried out voluntarily or forcibly in accordance with the legislation of the Republic of Kazakhstan.

94. Compulsory reorganization may be carried out by decision of judicial authorities in cases provided for by legislative acts of the Republic of Kazakhstan.

95. After making a decision on liquidation, the Company is obliged to inform the body responsible for registration of legal entities in writing.

which enters information into the State Register of Legal Entities that the Company is in the process of liquidation.

96. The sole shareholder of the Company or the body that made the decision to liquidate the Company appoints a liquidation commission and sets the terms and procedure for liquidation. From the moment of appointment of the liquidation commission, the powers to manage the property and affairs of the Company are transferred to it. The Liquidation Commission acts in court on behalf of the Company.

97. The Liquidation Commission shall publish in the official press a publication on the liquidation of the Company and on the procedure and deadline for filing claims by its creditors. This period may not be less than two months from the date of publication of the liquidation. The Liquidation Commission takes measures to identify creditors and collect debts.

98. After the deadline for creditors to file claims expires, the liquidation commission draws up an interim liquidation balance sheet, which contains information on the composition of the Company’s property, the list of claims filed by creditors, as well as the results of their consideration. The interim liquidation balance sheet is approved by the owner of the property or the body that made the decision to liquidate the Company.

99. If the money available to the Company is not sufficient to satisfy creditors’ claims, the liquidation commission shall sell the Company’s property at public auction in accordance with the procedure established for the execution of court decisions.

100. The claims of the Company’s creditors are satisfied by the liquidation commission in the order of priority established by the current legislation, in accordance with the interim liquidation balance sheet, starting from the date of its approval.

101. After completing settlements with creditors, the liquidation commission draws up the liquidation balance sheet, which is approved by the owner of the property or the body that made the decision to liquidate the Company.

102. The property remaining after satisfaction of creditors’ claims is transferred to the Sole Shareholder for its distribution in accordance with the legislation.

103. Recognition by the court of a Company as bankrupt entails its liquidation.

104. The liquidation of the Company is considered completed, and the Company has ceased its activities, after entering information about this into the National Register of Business Identification Numbers.

105. If one of the provisions of this Charter becomes

invalid, this does not affect the validity of the remaining provisions.

An invalid provision may be replaced by another legally permissible provision.

106. All amendments and additions to this Charter, as well as the Charter in a new edition, shall be made in writing, signed by authorized persons, approved and registered in accordance with the procedure established by legislative acts of the Republic of Kazakhstan.

107. In everything that is not regulated by this Charter, the Company is guided by the legislation of the Republic of Kazakhstan.