APPROVED by resolution of the Sole Shareholder of ... - КазМунайГаз

whose ten and more percent of shares (participatory interests in the authorized capital)
are owned by KMG:
a) voluntary reorganization or liquidation of a joint-stock company (hereinafter –
the company);
b) making amendments to the charter of a company, or limited liability
partnership (hereinafter – a partnership), and approval of its redrafted version;
c) decision-making on increasing the number of a company’s authorized shares or
changing the type of a company’s unplaced authorized shares;
d) determining the terms and procedure for converting a company’s securities,
and their amendment;
e) decision-making on issuing securities convertible into a company’s ordinary
shares;
f) decision-making on exchanging placed shares of one type for shares of another
type, determining the terms and procedure for the same;
g) determining the quantitative composition, term of powers of the board of
directors, election of its members and early termination of their powers, and
determining the amount and terms of payment of remuneration and reimbursement of
expenses to members of the board of directors for fulfillment of their duties;
h) appointment and early termination, as agreed with the Fund’s Management
Board as per the list approved by the Fund’s Management Board, of powers of the
heads of executive bodies of the legal entities whose all voting shares (participatory
interests) are directly or indirectly owned by KMG (as part of the Fund’s group), with
further early termination of labour relations with them in accordance with the
established procedure;
i) decision-making on a company’s participation in creation and activity of other
legal entities, or cessation of membership (ownership) in other legal entities through a
transfer (receipt) of a portion or several portions of assets amounting in the aggregate to
twenty-five and more percent of the total assets owned by a company;
j) introduction and cancellation of the “golden share”;
k) election and early termination of powers of a partnership’s supervisory board
and/or check-up committee (inspector), and approval of reports and opinions of a
partnership’s check-up committee (inspector);
l) making a decision on participation of a partnership in other business
partnerships, and non-profit organizations;
m) making a decision on pledge of a partnership’s entire property;
n) making a decision on transfer of a partnership or its property into fiduciary
management and determining the terms of such a transfer;
o) making a decision on making additional contributions to a partnership’s
property in accordance with article 39 of the Law of the Republic of Kazakhstan “On
Limited and Additional Liability Partnerships”;
p) making a decision on reorganization or liquidation of a partnership;
resolutions on the matters specified in a)-g), and i)-p) shall be adopted according
to the list to be approved by the Board of Directors;
32) approval of a document regulating the matters of management of assets
owned by KMG or legal entities whose shares (participatory interests) are directly or
indirectly owned by KMG (including, but not limited to the matters of restructuring,
13