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Article 89. Increase of the Announced and of the Issued (Paid-Up) Authorised Capital

1. A joint-stock company shall have the right, pursuant to a decision of the general meeting of its shareholders, to increase the announced authorised capital by way of increasing the nominal value of the shares or by issuing additional shares. Increasing of the announced authorised capital of a joint-stock company shall be allowed only after it has been fully paid.

2. A decision to increase the issued (paid-up) authorised capital by way of issuing new shares within the announced authorised capital, shall be taken by the board of directors of a joint-stock company (in a joint-stock company which has no board of directors - by the general meeting of the joint-stock company's shareholders) in accordance with the procedure established by legislation. A joint stock company shall not have the right to issue shares when it makes losses, except for the cases provided for by legislative acts.

3. When a joint-stock company announces its intent to issue shares or any other securities convertible into shares, then it shall be obliged to offer those new shares or securities convertible into shares, on equity terms to its shareholders in accordance with the pre-emption right, in proportion to the shares they hold, and in accordance with the procedure established by legislation.

4. The procedure for increasing the announced and the issued (paid-up) authorised capital shall be defined in legislative acts.

Article 90. Reduction of the Charter Fund Charter Capital

amended by (11) Law No. 154 of 11th July 1997 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Banking Activity;

(12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)"; and

replaced by (15) Law No. 282 of 10th July 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Joint-Stock Companies.

Article 90. Reduction of the Announced and of the Issued (Paid-Up)

Authorised Capital

Reduction of the announced and of the issued (paid-up) authorised capital of a joint-stock company shall be carried out in accordance with the procedure established by legislation.

Article 91. Issue and Distribution of Securities and Payment of

Dividend

amended by (11) Law of 11th July 1997 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Banking Activity;

(12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)"; and

replaced by (15) Law No. 282 of 10th July 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Joint-Stock Companies.

1. The types of securities to be issued by joint-stock companies shall be defined in legislative acts.

A joint-stock company shall have the right to issue only registered shares.

2. A joint-stock company shall allot its shares as follows:

by the closed-type method - amongst its foundation parties and a pre-determined circle of persons;

by the private method - amongst qualified investor;

by the open-type method - amongst an indefinite circle of persons by way of holding an auction and(or) free trade in accordance with legislation concerning the securities market.

Special consideration in the registration of share issues of joint-stock companies and in their allotment shall be defined by legislation concerning the securities market.

3. A joint-stock company shall have the right to issue debentures secured with a pledge of the company's own property, those secured with guarantees of third parties, unsecured debentures. Joint-stock companies shall have the right to issue coupon bonds and discounted bonds. The terms and the procedure for issuing debentures shall be defined by legislation concerning the securities market.

4. The form, method and the procedure for payment of income on securities shall be defined in the charters of joint stock companies or in prospectuses of issues (terms of issues) of securities subject to special considerations provided for by legislative acts.

5. A joint-stock company shall not have the right to pay dividends on its ordinary shares in the forthcoming year when its owned capital is negative nor when a company shows the symptoms of insolvency or illiquidity, in accordance with legislation concerning bankruptcy, nor when indicated symptoms are shown by a company after announcing and paying dividends.

Legislative acts may specify other circumstances prohibiting payment of dividends on ordinary shares, and issuing of debentures by joint-stock companies.

6. A joint-stock company shall have the right to issue derivative securities, options and convertible securities in accordance with the procedure defined by legislation.

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