In accordance with Article 9 of the Charter of “MPDC” JSC, the bodies of “MPDC” JSC are:

1) Supreme body: the General Meeting of Shareholders;

2) Management body: the Board of Directors;

3) Collegial executive body: the Board headed by the Chairman of the Company;

4) By the decision of the Board of Directors, the Internal Audit Service may be established to supervise the Company's financial and business activities.

Supreme body: the General Meeting of Shareholders of “MPDC” JSC.

The exclusive competence of the General Meeting of Shareholders includes the following issues:

1) Introduction of amendments and additions to the Charter or approval of its new edition;

2) Approval of the Corporate Governance Code, as well as amendments and additions to it or approval of it in a new edition;

3) Voluntary reorganization or liquidation of the Company;

4) Making decisions on increasing the number of authorized shares of the Company or changing the type of unplaced authorized shares of the Company;

5) Determining the conditions and procedure for converting the Company's securities, as well as their change;

6) Making decisions on issuing securities convertible into the Company’s common shares;

7) Making decisions on the exchange of placed shares of one type for shares of another type, determining the conditions and procedure for such an exchange;

8) Determining the composition and term of office of the counting commission, election of its members and early termination of their powers;

9) Determining the audit organization performing the audit of the Company;

10) determination of the number of members, term of office of the Board of Directors of the Company, election of its chairman, members and early termination of their powers, as well as determination of the composition and terms of remuneration of members of the Board of Directors as well as costs associated with the participation of members of the Board of Directors of the Company in meetings of the Board of Directors of the Company and Committees of the Board of Directors of the Company;

11) Determining the number of members, term of office of the Management Board of the Company, election of its members and early termination of their powers, as well as appointment and early termination of powers of the Chairman of the Management Board of the Company;

12) Determining the size of official salaries and conditions of remuneration and bonuses to the Chairman and members of the Management Board of the Company;

13) Making decisions on providing consent to the Chairman and members of the Company's Management Board to work in other organizations;

14) Approving the list of employees of the Company, appointment or coordination of which is carried out by the General Meeting of Shareholders of the Company;

15) Approval of annual financial statements;

16) Approval of the total number of employees, organizational structure and staffing of the Company, with the exception of the staffing of the secretariat of the Board of Directors of the Company and the Internal Audit Service (Audit Commission) of the Company, within the approved staffing number;

17) Approval of the Company's personnel policy;

18) Determining standards for availability of official passenger cars and the space area for the administrative apparatus;

19) Determining the procedure and conditions for reimbursement of expenses to the Company's employees sent on official business trips;

20) Determining the limits of reimbursable expenses at the expense of the Company in the provision of employees the right to use mobile communications, limits of representation expenses;

21) Approving the procedure for distributing the Company's net income for the fiscal year, making a decision on paying dividends on ordinary shares and approving the amount of dividends for the year based on one ordinary share of the Company, determining the conditions, method and procedure for paying dividends;

22) Making a decision on voluntary delisting of the Company's shares;

23) Making decisions on non-payment of dividends on common and /or preferred shares of the Company;

24) Making decisions on the Company's participation in the creation or activities of other legal entities by transferring part or several parts of assets, in the amount of twenty-five or more percent of all assets owned by the Company;

25) Approval of methods for determining the value of shares when they are repurchased by the Company in accordance with the Law, as well as approval of changes to the methodology;

26) Approval of the agenda of the General Meeting of Shareholders;

27) Determining additional requirements for the procedure for providing shareholders with information on the Company's activities, as defined by the Company's Charter, and their cancellation, including the choice of a mass media;

28) Approval of the regulation on the Board of Directors of the Company;

29) Determining the priority areas of the Company's activities;

30) Approval of the Company's development strategy, the Company's development plan, as well as monitoring the implementation of the Company's development strategy, implementation of the Company's development plan;

31) Approval of motivational key performance indicators for members of the Management Board of the Company, as well as monitoring their achievement;

32) Approval of the conditions and procedure for certification of the Company's employees in accordance with the legislation of the Republic of Kazakhstan for compliance with the position held and the formation of personnel reserve, as well as approval of the list of employees subject to mandatory certification;

33) Other issues, the decisions on which the Law and (or) the Charter referred to the exclusive competence of the General Meeting of Shareholders.

 

Management body: the Board of Directors of “MPDC” JSC.

The exclusive competence of the Board of Directors includes the following issues:

1) Approval and subsequent submission of the Company's development strategy for consideration by the General Meeting of Shareholders;

2) Making decisions on convening the annual and extraordinary General Meeting of Shareholders of the Company;

3) Preliminary consideration of the corporate governance code and submission for consideration by the General Meeting of Shareholders of the Company;

4) Preliminary approval of the annual financial statements of the Company and its submission for approval by the General Meeting of Shareholders of the Company;

5) Preliminary approval of the Company's Development Plan (five-year financial and business plan, a detailed annual budget) and its submission for approval by the General Meeting of Shareholders of the Company;

6) Deciding on the placement (sale), including the number of shares to be placed (sold) within the limits of the number of declared shares, the method and price of their placement (sale);

7) Making a decision on the repurchase by the Company of placed shares or other securities and the repurchase price; determining conditions for issuing bonds and derivative securities of the Company, as well as making decisions on their issue;

8) Determining the number of members, term of office of the Internal Audit Service of the Company, appointment of its head and employees of the Internal Audit Service of the Company, as well as early termination of their powers, determination of the procedure for the Internal Audit Service of the Company, amount and terms of remuneration and bonuses of employees of the Internal Audit Service of the Company;

9) Approval of the annual audit plan of the Internal Audit Service;

10) Consideration of quarterly and annual reports of the Internal Audit Service and making decisions on them;

11) Assessment of the effectiveness of the Company's Internal Audit Service;

12) appointment, determination of the term of office of the corporate secretary of the Company, early termination of his powers, as well as determination of the amount of official salary and conditions of remuneration of the corporate secretary of the Company;

13) Approval of the regulation on the Corporate Secretary;

14) Approval of key performance indicators of the Corporate Secretary, Head of the Internal Audit Service;

15) Creation and determination of the composition of audit committees and other committees of the Board of Directors of the Company, approval of regulations on them, election of members of committees of the Board of Directors of the Company;

16) Approval of regulations on committees of the Board of Directors of the Company;

17) Appointment and early termination of the powers of the Ombudsman of the Company, as well as the approval of the regulation on him;

18) Approval of the performance evaluation system of the Company, committees of the Board of Directors of the Company, the Management Board of the Company, the Internal Audit Service;

19) Approval of the Regulation on remuneration and the remuneration scheme of the Company's employees;

20) Determining the amount of payment for the services of an auditing organization for auditing financial statements, as well as an appraiser assessing the market value of property transferred as payment for the Company's shares or being the subject of a major transaction;

21) Making decisions on the establishment and closure of branches and representative offices of the Company and approval of regulations on them;

22) Making decisions on the acquisition by the Company of ten or more percent of shares (shares in the authorized capital) of other legal entities, as well as making decisions on their activities;

23) Making decisions on increasing the Company's liabilities by an amount of ten or more percent of the size of its own capital;

24) Determination of information about the Company or its activities, constituting official, commercial or other secret protected by law;

25) Making decisions on concluding major transactions and transactions in which the Company has an interest, with the exception of transactions, decisions on which are made by the Management Board of the Company;

26) Approval of the Work Plan of the Board of Directors for the coming year;

27) Approval of documents regulating the activities of the Board of Directors of the Company, with the exception of the provision on the Board of Directors of the Company;

28) Approval of the regulation on the Management Board of the Company and documents regulating the internal activities of the Company (except for documents adopted by the Management Board for the organization of the Company’s activities), including an internal document establishing the conditions and procedure for holding auctions and subscriptions of the Company's securities, as well as their changes and additions or their approval in the new edition;

29) Approval of the Code of Conduct and enforcement of its provisions;

30) Approval of accounting policies;

31) Approval of the list of positions of the Company's employees, appointment (election) or approval of the appointment (election) of which is carried out by the Board of Directors;

32) Determining the procedure for using the reserve capital of the Company;

33) Approval of information security policy;

34) Approval of the Company's internal procedures for managing risks, ensuring compliance and analyzing effectiveness, as well as introducing changes and additions to them;

35) Approval of other internal documents regulating the system of risk management and internal control in the Company, as well as assessment of the effectiveness of risk management and internal control systems;

36) Other issues provided for by the Law and the Charter, which are not within the exclusive competence of the General Meeting of Shareholders of the Company.

 

Executive Body: Board of “MPDC” JSC.

 

The Board of “MPDC” JSC operates in accordance with the Regulations on the Management Board of “MPDC” JSC.

The competence of the Board includes the following questions:

1) Making decisions aimed at achieving the objective of the Company;

2) Development, approval and submission to the Board of Directors of the Company's Development Plan (five-year financial and business plan), a detailed annual budge;

3) Timely notification to the Board of Directors of significant shortcomings in the risk management system in the Company; 

4) Approval of internal documents aimed at organizing the activities of the Company, with the exception of documents approved by the Board of Directors of the Company;

5) Submission of projected indicators of the amount of dividends on the Company's shares to shareholders before March 20 (twentieth) of the year preceding the planned one;

6) making a decision on the conclusion of a transaction or a set of interrelated transactions by the Company, as a result of which the Company acquires or alienates (can be acquired or alienated) property whose value is more than two and less than twenty five percent of the total balance sheet value of the Company's assets, with the exception of transactions, the decision on which, in accordance with the Charter, is taken by the Chairman of the Company's Management Board;

7) Monitoring the implementation of decisions of the Board of Directors, the General Meeting of Shareholders, recommendations of an auditing organization that audits annual financial statements, as well as recommendations of the Internal Audit Service;

8) Organizing work to identify the causes and conditions that give rise to illegal actions in relation to the Company's property;

9) other issues stipulated by the legislation of the Republic of Kazakhstan and the Charter, which are not within the competence of the General Meeting of Shareholders and the Board of Directors.

 The body that oversees the Company's financial and business activities, evaluates its internal control, risk management, execution of documents in the field of corporate governance, and advises to improve the Company's operations is the Internal Audit Service.

The Internal Audit Service can be established by decision of the Board of Directors of “MPDC” JSC.