INFORMATION ABOUT SHAREHOLDERS

As at January 1, 2020, the total number of authorized shares of the Exchange amounted to 5 mln pieces; 974,373 of them are outstanding. The Exchange bought back 13,329 pieces of shares. The Exchange has 58 shareholders including banks, brokerage firms and retail investors (individuals). The National Bank owns 49.108% of the total number of outstanding shares.

The main change in the composition of KASE shareholders in the reporting year was that the Moscow Exchange became a shareholder and that the stakes of other shareholders in the Exchange’s capital have declined proportionately.

MOEX acquired 32,360 previously unplaced KASE shares as part of the implementation of the Strategic Cooperation Agreement concluded by KASE and MOEX in October 2018. As a result, the total number of shares paid-up by KASE shareholders reached 974,373 pieces and MOEX's share in KASE's capital amounted to 3.32% of outstanding shares. The deal took place in January 2019.

GENERAL MEETING OF SHAREHOLDERS

General Meeting of Shareholders is the supreme management body of the Exchange in accordance with the legislation of the Republic of Kazakhstan. List of issues pertaining to the competence of the General Meeting of Shareholders is defined by the Law of the Republic of Kazakhstan "On Joint Stock Companies" and the Charter of the Exchange. In 2019, the Annual General Meeting of the Exchange's shareholders approved amendments to the Exchange's charter (taking into account changes and additions to the legislation of the Republic of Kazakhstan) and the Regulation on the Board of Directors (the requirements for candidates for the Board of Directors and the rules and procedures for providing information about candidates for the Board of Directors are established).

Fig.26. KASE shareholders

BOARD OF DIRECTORS OF KASE

The Board of Directors is the governing body of the Exchange that carries out general management of the Exchange except for the matters that are within the exclusive competence of the General Meeting of Shareholders of the Exchange according to the Law of the Republic of Kazakhstan "On Joint Stock Companies" and/or the Charter of the Exchange.

Meetings of the Board of Directors of KASE in 2019 were conducted on a regular basis in accordance with the Regulations on the Board of Directors. The Board of Directors held extraordinary meetings on an as-needed basis.

During the reporting period, the Board of Directors considered both issues of strategic and current operations of the Exchange within its competence. The issues on the agenda and decisions made on these issues are recorded in the relevant minutes of meetings of the Board of Directors of the Exchange and the decisions taken by absentee voting of its members.

During the reporting period, the Board of Directors of the Exchange held 20 meetings in presentia and 32 meetings in absentia, reviewed and approved 52 documents of the Exchange governing its internal operations including amendments to the existing internal documents of KASE in accordance with the legislation of the Republic of Kazakhstan on securities market and on joint stock companies.

On May 30, 2018, the General Meeting of Shareholders formed new Board of Directors:
- three unelected members of the Board of Directors (two representatives of the National Bank of Kazakhstan as an authorized body and owner of "a golden share" and the chairman of the Management Board of the Exchange by virtue of his/her position);
- three independent directors of the Exchange;
- three members representing interests of the Exchange’s shareholders.

During 2019, representatives of the National Bank of Kazakhstan, who are members of the Board of Directors on a permanent basis in accordance with the law of the Republic of Kazakhstan "On the Securities Market", were changed in the Board of Directors, namely, since April 2019, Eszhan Amantayevich Birtanov, Deputy Chairman of the National Bank, and Ivan Vyacheslavovich Serdyuk, Deputy Director of the Department of Monetary Operations of the National Bank, have been elected to the Board of Directors of the National Bank. Prior to that date, Zhanat Bostanovich Kurmanov, Deputy Chairman of the National Bank, and Adil Nurlanovich Mukhamejanov, Deputy Director of the Monetary Operations Department of the National Bank, were the members of the KASE Board of Directors.

THE COMPOSITION
OF THE BOARD OF DIRECTORS:

Representatives of the authorized body under the Law of the Republic of Kazakhstan "On the Securities Market"

From January 1 to March 3, 2019

BOARD OF DIRECTORS’ COMMITTEES

The following committees of the Board of Directors and the commissions of the Exchange operate for considering the most important issues and for making recommendations to the Board of Directors.

In accordance with the Law of the Republic of Kazakhstan "On Joint Stock Companies":
- Budgeting and Strategic Planning Committee of the Board of Directors
- Internal Audit Committee of the Board of Directors;
- Committee for Personnel, Remuneration and Social Issues of the Board of Directors.

The following bodies operate at the Exchange in accordance with the Requirements for an Organizational Structure of a Trades Organizer and for the Composition of a Stock Exchange’s Listing Commission of a stock exchange’s listing commission approved by the resolution of the Management Board of the National Bank of the Republic of Kazakhstan:
- Listing Commission;
- Committee for Financial Statements and Issuer Audit of the Board of Directors.

The Commission on Disputes and Conflicts Resolution operates in accordance with the Procedure for Settling Disputes and Conflicts Emerging During Execution of Transactions with Financial Instruments approved by a decision of the Board of Directors. The procedure for setting up and for operation of committees and commissions of the Board of Directors of the Exchange, their numbers, competence, functions and composition are regulated by internal documents of the company approved by the Board of Directors.

The following meetings were held in 2019:
- 14 meetings of the Budgeting and Strategic Planning Committee of the Board of Directors;
- seven meetings of the Committee for Personnel, Remuneration and Social Issues of the Board of Directors;
- ten meetings of the Internal Audit Committee of the Board of Directors;
- 11 meetings of the Listing Commission as well as 13 instances of absentee voting of this commission;
- four meetings of the Committee for Financial Statements and Issuer Audit.

During 2019, the Budgeting and Strategic Planning Committee of the Board of Directors of the Exchange included a representative of the National Bank of Kazakhstan as an expert.

The Board of Directors fully accomplished goals, objectives, functional duties established by the Corporate Governance Code, the Charter of the Exchange, the Regulations on the Board of Directors, which resulted in the positive financial results of the Exchange in 2019.

MANAGEMENT BOARD OF THE EXCHANGE

The Management Board is a collegial executive body and it manages day-to- day activities of the Exchange, except for the matters that are within the exclusive competence of the General Meeting of Shareholders and/or Board of Directors of the Exchange according to the Law of the Republic of Kazakhstan "On Joint Stock Companies" and the Charter of the Exchange.

Powers of members of KASE Management Board were extended until 2020 by the decision of the Board of Directors of the Exchange dated July 20, 2017.

The composition of the Management Board of the Exchange: