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

81. A resolution about concluding an interested party transaction of KMG shall
be adopted by a simple majority of votes of members of the Board of Directors, who are
not interested in it. If all members of the Board of Directors except for independent
directors are interested in this transaction, a resolution shall be adopted by a simple
majority of votes of independent directors.
If votes are equal, a resolution about concluding an interested party transaction
shall be adopted by the Sole Shareholder.
The Board of Directors of the Fund may establish another procedure for KMG’s
entering into major transactions and interested party transactions.
82. At the discretion of the Chairman of KMG’s Board of Directors the Board of
Directors can adopt resolutions, submitted for consideration, through an absentee
voting. Voting papers shall be applied for absentee voting on agenda of a meeting.
Resolutions on issues, determined in sub-items 1), 4), 5), 7), 8), 11), 15), 18), 22),
24) and 25) of clause 67 of this Charter can not be adopted through absentee voting.
If even one member of the Board of Directors has objections against considering
an issue at an absentee meeting, the issue shall be included into the agenda of the next
in-presentia meeting.
A resolution through absentee voting shall be deemed as adopted if there is a
quorum in the received voting papers within the established deadline. A voting paper
for absentee voting shall be signed by a member of the Board of Directors. A voting
paper without signature shall be deemed invalid. A resolution of an absentee meeting of
the Board of Directors shall be in written and signed by the Corporate Secretary and
Chairman of the Board of Director and contain:
1) name and place of location of KMG (its Management Board);
2) date and place of written execution of a resolution of an absentee meeting;
3) data about composition of the Board of Directors;
4) person (body), who convened a meeting;
5) agenda of a meeting;
6) records on availability/ absence of a quorum for adoption of a resolution;
7) voting results on each item of agenda and a resolution adopted;
8) other data.
During twenty days from the date of execution of a resolution it should be sent to
members of the Board of Directors with attachment of voting papers on the basis of
which this resolution was adopted.
83. Resolutions of the Board of Directors, which were adopted at its in-presentia
meeting shall be executed by minutes, which should be signed by members of the Board
of Directors and the Corporate Secretary during three days from the date of a meeting
and contain:
1) full name and place of location of KMG’s Management Board;
2) date, time and place of a meeting;
3) data on persons who attended a meeting;
4) agenda of a meeting;
5) issues put to vote and results of voting on them with indication of the voting
results for each member of the Board of Directors for each agenda item of a meeting of
the Board of Directors;
6) resolutions adopted;
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