Exhibit 3.4
“Approved”
By Decision of the Extraordinary general meeting
of JSC Kaspi.kz
(Minutes No.3-18 dated July 9, 2018)
ALTERATIONS AND ADDITIONS NO.3
TO THE ARTICLES OF ASSOCIATION OF
JOINT STOCK COMPANY Kaspi.kz
1. Clause 5.2 of the Articles of Association shall be amended by adding the following sub-clause 13):
“13) in case of independent holding or holding of more than 5% of voting shares of the Company in the aggregate with other shareholders, to obtain the information on remuneration rate according to the results of the year of separate member of the board of directors and (or) the executive body of the Company if the following conditions are simultaneously available:
foundation by the court of a fact of willful misrepresentation of the Company’s shareholders by this member of the board of directors and (or) executive body of the company to gain revenue (income) by him (them) or by his affiliated persons;
if it will be proved that fraudulent actions and (or) inaction of this member of the board of directors and (or) executive body of the Company resulted in occurrence of the Company’s loss”.
2. Clause 6.1 of the Articles of Association shall be deleted.
3. Sub-clause 19-1) of clause 10.5 of the Articles of Association shall be amended to read as follows:
“19-1) making a decision on conclusion by the Company of a major transaction as a result of which the Company purchases or alienates (may purchase or alienate) the property which value is fifty or more percent from the total book value of the Company’s assets as on the date of decision on transaction as a result of which fifty or more percent from the total book value of the Company’s assets is purchased or alienated (may be purchased or alienated);”.
4. Party two of clause 10.5 of the Articles of Association shall be amended to read as follows:
“Decisions of the General meeting of shareholders on issues specified in sub-clauses 1)-4) and 17 of this clause shall be made by qualified majority from the total number of voting shares of the Company. Decisions of the General meeting of shareholders on any other issues shall be made by a simple majority vote from, the total number of voting shares of the Company, unless otherwise provided in the current legislation of the Republic of Kazakhstan and (or) in these Articles of Association”.
5. Chapter 10 of the Articles of Association shall be amended by adding the following clause 10.5-1:
“10.5-1. Decision on conclusion by the Company of major transaction in which the Company is interested shall be made by the General meeting of shareholders by a simple majority vote from the total number of voting shares of the Company”.
6. Sub-clause 3) of clause 11.2 of the Articles of Association shall be amended to read as follows:
