REFORMS ON IMPROVING KAZAKHSTAN’S POSITION IN «PROTECTING MINORITY INVESTORS» INDICATOR IN DOING BUSINESS

2 Reform Information on major transactions and transactions in which there is interest, you must disclose in the annual reports on the terms of the transaction and conflict of interest. Extent of disclosure index Is disclosure of the transaction in published periodic filings (annual reports) required? Law of the Republic of Kazakhstan "On Joint Stock Companies" Article 76. The annual financial statements of the company «4. The Company shall annually publish in the media the consolidated annual financial statements, and in the absence of a subsidiary (affiliated) organization (s) - non-consolidated annual financial statements and auditor's report in the manner and terms established by the authority. Information on major transactions and (or) an interested party transaction is disclosed in the notes to the annual financial statements in accordance with International Financial Reporting Standards, as well as brought to the notice of shareholders and investors in accordance with the requirements of Article 79 of this Law. Information about the transaction, which resulted in the acquired or alienated property in the amount of ten percent or more of the size of the company's assets should include information on the parties to the transaction, the terms and conditions of the transaction, the nature and scope of interests of parties involved, as well as other information about the transaction.» REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

3 Reform The interested person must immediately disclose the information about transaction to the public and shareholders. Extent of disclosure index Is immediate disclosure of the transaction to the public and/or shareholders required? Law of the Republic of Kazakhstan "On Joint Stock Companies" Article 72. Information about the interest in the transaction The persons referred to in paragraph 1 of Article 71 of this Law, in the manner prescribed by the articles of association of the Company shall inform the Board of Directors to: 1) that they are a party to the transaction or participate in it as a representative or agent within three working days; Article 79. Information disclosure by the company 1. The Company shall bring to the attention of its shareholders and investors information about following corporate events of the company: 3) the settlement of major transactions and interested party transactions; 3. Information on corporate events is provided in accordance with this Law and the Articles of Association. “If the release (bringing to the notice of shareholders) dates are not provisioned for in this law and other laws of the Republic of Kazakhstan, this information is published (brought to the attention of shareholders) within three working days from the date of its occurrence." REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

4 Reform Shareholders can get the members of the approving bode to be responsible for the damage that the sales transaction has caused the company. Extent of director liability index Can shareholders hold members of the approving body liable for the damage cause by the transaction to the company? The Criminal Code of the Republic of Kazakhstan Article 195. Causing damage to property by deception or abuse of trust "1. Causing damage to the property owner or other holder of the property by fraud or breach of trust in the absence of signs of theft - punishable by a fine up to three hundred monthly assessment indices (3100 USD), or correctional labor at the same rate, or engagement in public works for a period of up to two hundred forty hours, or imprisonment for up to seventy-five days. " 3. Acts stipulated by the first or second paragraph of this article, committed: 2) a person using his official position; punishable by a fine up to two thousand monthly calculation indices (21,400 USD), or correctional labor at the same rate, or restraint of liberty for a term up to two years, or imprisonment for the same term, with disqualification to hold certain positions or engage in certain activities up to three years or without it. 4. Acts stipulated by the first, second or third paragraph of this Article, if they: 2) caused major damage - punishable by imprisonment for up to five years with confiscation of property or without it, with disqualification to hold certain positions or engage in certain activities for a term up to three years or without it. REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

5 Reform Both fines and imprisonment Can be applied against the interested director Extent of director liability index Can both fines and imprisonment be applied against the interested indrector? The Criminal Code of the Republic of Kazakhstan Article 195. Causing damage to property by deception or abuse of trust "1. Causing damage to the property owner or other holder of the property by fraud or breach of trust in the absence of signs of theft - punishable by a fine up to three hundred monthly assessment indices (3100 USD), or correctional labor at the same rate, or engagement in public works for a period of up to two hundred forty hours, or imprisonment for up to seventy-five days. " 3. Acts stipulated by the first or second paragraph of this article, committed: 2) a person using his official position; punishable by a fine up to two thousand monthly calculation indices (21,400 USD), or correctional labor at the same rate, or restraint of liberty for a term up to two years, or imprisonment for the same term, with disqualification to hold certain positions or engage in certain activities up to three years or without it. 4. Acts stipulated by the first, second or third paragraph of this Article, if they: 2) caused major damage - punishable by imprisonment for up to five years with confiscation of property or without it, with disqualification to hold certain positions or engage in certain activities for a term up to three years or without it. REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

6 Reform The court can void the transaction upon a successful claim by a shareholder plaintiff. Extent of director liability index Can a court void the transaction upon a successful claim by a shareholder plaintiff? Law of the Republic of Kazakhstan "On Joint Stock Companies" Article 74. Consequences of concluding a transaction in respect of which special conditions are set by the company "1. Failure to comply with the requirements of this Act for major transactions and interested party transactions, as well as other transactions in violation of the laws of the Republic of Kazakhstan, may result in the recognition of these transactions invalid at law on the claim of interested persons in the manner and grounds provided by the legislation of the Republic of Kazakhstan. " REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

7 Reform The plaintiff can request categories of documents from the defendant without identifying specific ones. The plaintiff can obtain any documents from the defendant and witnesses during trial. Ease of shareholder suits index Can the plaintiff request categories of documents from the defendant without identifying specific ones? Code of Civil Procedure of the Republic of Kazakhstan Article 48. The Parties "6. Parties involved in a corporate dispute, are entitled to request from each other documents relating to the case, without specifying any particular document, in accordance with the provisions of this Code. " REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

8 Reforn The plaintiff can request categories of documents from the defendant without identifying specific ones. The plaintiff can obtain any documents from the defendant and witnesses during trial. Ease of shareholder suits index Can the plaintiff obtain any documents from the defendant and witnesses during trial? Code of Civil Procedure of the Republic of Kazakhstan Article 48. The Parties "6. Parties involved in a corporate dispute, are entitled to request from each other documents that can substantiate the fact of the case, without specifying any particular document, in accordance with the provisions of this Code. " REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

9 Reform Shareholders can amend company bylaws or statutes with a simple majority. Extent of shareholder rights index Can shareholders amend company bylaws or statutes with a simple majority? Law of the Republic of Kazakhstan "On Joint Stock Companies" Article 36. Competence of the General Meeting of Shareholders "1. The exclusive competence of the General Meeting of Shareholders includes the following issues: 1) making changes and additions to the Charter of the company or its approval in new edition; " 4. The General Meeting of Shareholders shall be entitled to cancel any decision of other organs of society on matters relating to the internal business of the Company, unless otherwise provided by statute. 2.. Decision of the general meeting of shareholders on the matters specified in subparagraphs 1-1), 2), 3) and 14) of paragraph 1 of this article shall be made by a qualified majority of the total voting shares of the company...,... Decision of the general meeting of shareholders on other issues shall be made by a simple majority of the total number of voting shares, voting, unless this Law provides otherwise. REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

10 Reform Public companies are required to create an external / separate audit committee. Strength of governance structure index Must a company have a separate audit committee? Law of the Republic of Kazakhstan "On Joint Stock Companies“ Article 61. The Internal Audit Service To exercise control over financial and economic activity of the company may be formed by the internal audit. "Creation of internal audit in public companies is mandatory." REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

Reform Changes to the voting rights of a series or class of shares must be approved only by the holders of the affected shares. Strength of governance structure index Must changes to the voting rights of a series or class of shares be approved only by the holders of the affected shares? Law of the Republic of Kazakhstan "On Joint Stock Companies" Article 14. Rights of shareholders of the Company 1. A shareholder shall be entitled: "11) to participate in the decision-making by general meeting on changing the number of shares of the company or changing their type in the manner provided in this Act." Article 36 Competence of the General Meeting of Shareholders 1. The exclusive competence of the General Meeting of Shareholders includes the following issues: 3-3) making a decision about the exchange of outstanding shares of stock of one type for another, defining of conditions and procedures for such exchanges; 2.When making a decision of the general meeting of shareholders on the matter mentioned in subparagraph 3.3) of paragraph 1 of this article, in part of exchange of one type of outstanding shares for another, the decision on which can limit the rights of a shareholder owning preferred shares, shall be deemed to be made only if no less than two-thirds of the total number of placed (excluding repurchased) preferred shares voted for such decision. ". 11 REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

12 Reform Cross-shareholding between 2 public companies limited to 10% of outstanding shares? Strength of governance structure index Is cross-shareholding between 2 independent companies limited to 10% of outstanding shares? Law of the Republic of Kazakhstan "On Joint Stock Companies" Article 69. Joint Stock Company "3. Public companies are prohibited to mutually own more than ten percent of the outstanding shares. " REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

13 Reform Subsidiaries are prohibited from acquiring shares issued by its parent company. Strength of governance structure index Is a subsidiary barred from acquiring shares issued by its parent company? The Civil Code of the Republic of Kazakhstan Article 94. Making a major transaction by the Company 2….. "Subsidiary organization can not acquire shares of the main organization, except for subsidiaries of financial institutions eligible to hold shares in the primary organization in the amount of not more than ten percent of the voting shares of such organization." (The methodology of "Doing Business" Assumptions about the company: Is a manufacturing company..) REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

Reform The Company must disclose / provide information on share ownership representing 10%. Strength of governance structure index Must ownership stakes representing 10% be disclosed? Law of the Republic of Kazakhstan "On Joint Stock Companies" Article 79. Information disclosure by the Company 2-2…. "The Company is obliged to post on the corporate website an information on major shareholders, as well as information about the members of the management body of a company, combining managerial position or other core activities in other legal entity, with the indication of information on its powers and duties in other legal entity, pursuant to the procedure established by the internal documents of the stock exchange. " 23) major shareholder - shareholder or several shareholders acting on the basis of agreement between them, which (in the aggregate) owns ten (10) percent or more of the voting shares of the company.". 14 REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

Reform The company is obliged to disclose an information about board members and their directorial activity in other companies, as well as basic information on their primary employment. Strength of governance structure index Must information about board members’ other directorships as well as basic information on their primary employment be disclosed? Law of the Republic of Kazakhstan "On Joint Stock Companies" Article 79. Information disclosure by the Company 2-2…. "The Company is obliged to post on the corporate website an information on major shareholders, as well as information about the members of the management body of a company, combining managerial position or other core activities in other legal entity, with the indication of information on its powers and duties in other legal entity, pursuant to the procedure established by the internal documents of the stock exchange. " 15 REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

Reform Company is obliged to disclose information on aggregate compensation of individual managers. Audit reports must be disclosed to the public Strength of governance structure index Must the compensation of managers be disclosed? Law of the Republic of Kazakhstan "On Joint Stock Companies" Article 79. Information disclosure by the Company "2-2. The Company posts on the internet resource of the depository of financial statements determined in accordance with the legislation of the Republic of Kazakhstan on accounting and financial reporting, information on corporate events, annual financial statements and audit reports as well as information about the amount of remuneration of the members of the executive body on the basis of the year, in the manner and terms established by the regulations of the authority. " 16 REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN

Reform Company is obliged to disclose information on aggregate compensation of individual managers. Audit reports must be disclosed to the public Strength of governance structure index Must audit reports be disclosed to the public? Law of the Republic of Kazakhstan "On Joint Stock Companies" Article 79. Information disclosure by the Company "2-2. The Company posts on the internet resource of the depository of financial statements determined in accordance with the legislation of the Republic of Kazakhstan on accounting and financial reporting, information on corporate events, annual financial statements and audit reports as well as information about the total amount of remuneration of the members of the executive body on the basis of the year, in the manner and terms established by the regulations of the authority. " 17 REFORMS FOR THE PROTECTING MINORITY INVESTORS INDICATOR IN KAZAKHSTAN