KEGOC's Board of Directors’ meeting was attended by:
1. Kanysh Moldabayev, the Chairman of KEGOC's Board of Directors, Director of Directorate of Energy and Mining Assets of Samruk-Kazyna.
2. Suinshlik Tiyessov, a member of the Board of Directors of KEGOC, a representative of of Samruk-Kazyna.
3. Zhanna Yegimbayeva, a member of the Board of Directors of KEGOC, a representative of Samruk-Kazyna.
4. Nurlan khanzaripov, a member of the Board of Directors of KEGOC, an independent director.
5. Zhanbota Bekenov, a member of the Board of Directors of KEGOC, n independent director.
6. Ulf Vokurka, a member of the Board of Directors of KEGOC, an independent director.
7. Bakytzhan Kazhiyev, a member of KEGOC's Board of Directors, the Chairman of Management Board of KEGOC.
The meeting of the Board of Directors on 24 September 2021 considered five (5) agenda items, the information below is disclosed in accordance with the List of information to be disclosed to the shareholders and investors with regard to the decisions made by the Board of Directors of KEGOC on 13 July 2017 (Minutes No. 6).
l. Preliminary approve the semi-annual interim financial statements of KEGOC as on and for six months ended 30 June 2021, distribution of the net income of KEGOC and the amount of the dividends per ordinary share of KEGOC for H1 2021.
The Board of Directors made the following decisions:
l. Preliminary approve KEGOC's interim financial statements as on and for six months ended on 30 June 2021.
2. Propose to the General Meeting of Shareholders of KEGOC to consider the approval of the semi-annual interim financial statements of KEGOC as on and for six months ended 30 June 2021, distribution of the net income, decision to pay dividends on ordinary shares and the approving amount of the dividends per ordinary share of KEGOC for H1 2021.
3. Propose to the general meeting of shareholders of KEGOC to allocate 80.0070807807343% of net income for H1 2021 in the amount of twenty two billion twenty seven million and eighty-two thousand two hundred and thirty-nine tenge 20 tiyn (KZT 22,027,082,239.20) to all holders of ordinary shares of KEGOC which will make eighty four tenge 72 tiyn (KZT 84.72) per one ordinary share.
4. The Chairman of the Management Board of KEGOC (Bakytzhan Kazhiyev), shall take appropriate actions arising from this decision.
PRO - seven;
CONTRA: none;
ABSTAIN: none.
2. The extraordinary General Meeting of Shareholders of KEGOC through absentee voting.
The Board of Directors made the following decisions:
l. Hold the extraordinary General Meeting of Shareholders of KEGOC on 29 October 2021 through absentee voting.
2. Determine 18 October 2021 the date for finalization of the list of shareholders entitled to participate in the General Meeting of Shareholders.
3. Determine 19 October 2021 the date for received from the Company of absentee voting ballots.
4. Determine 28 October 2021the date for completion of received from the Company of absentee voting ballots.
5. Determine 29 October 2021 the date of absentee votes counting.
6. Present the following agenda of the General Meeting of Shareholders of KEGOC to consider the approval of the semi-annual interim financial statements of KEGOC as on and for six months ended 30 June 2021, distribution of the net income, decision to pay dividends on ordinary shares and the approving amount of the dividends per ordinary share of KEGOC for H1 2021.
7. The Chairman of the Management Board of KEGOC (Bakytzhan Kazhiyev), shall take appropriate actions arising from this decision.
PRO - seven;
CONTRA: none;
ABSTAIN: none.
3. Appoint Compliance officer, determine the term of his powers and salary.
The Board of Directors made the following decisions:
l. Appoint Askar Amirov to the position of Compliance Officer of KEGOC with probation period of three (3) months.
2. Determine the term of powers of Compliance officer of KEGOC from 1 October 2021 to 30 September 2023.
3. Determine the official salary for the Compliance Officer of KEGOC in the amount of KZT 748,600 (seven hundred forty-eight thousand and six hundred) in accordance with the Administrative Salary Scheme for Corporate Secretary, Compliance Officer, Ombudsman and the employees of the Internal Audit Service of KEGOC.
4. The Chairman of the Management Board of KEGOC (Bakytzhan Kazhiyev) to take appropriate actions arising from this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
4. Review of the addenda to the List of issues that shall be decided by the Board of Directors and do not refer to the exclusive competence of the General Meeting of Shareholders of KEGOC.
The Board of Directors made the following decisions:
Amendment the List of issues that shall be decided by KEGOC's Board of Directors and do not refer to the exclusive competence of the General Meeting of Shareholders of KEGOC approved by the Board of Directors on 25 October 2021 (Minutes No. 9), clauses 23 and 24 as follows:
23. Approve the budgets (estimates of individual costs) of the Internal Audit Service and the Compliance Officer (on the recommendation of the Audit Committee), the Corporate Secretary and the Ombudsman (on the recommendation of the Nomination and Remuneration Committee) for 2022, as part of the Business Plan (Development Plan) for 2022.
24. Approve the List of non-strategic assets, Road Map for the withdrawal of non-strategic assets of KEGOC.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
5. Approve the Plan for professional development of the members of the Board of Directors in 2021.
The Board of Directors decided to approve the Plan for professional development of the members of the Board of Directors for 2021.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
6. Alienate 100% of KEGOC’s shares in the authorized capital of Financial Settlement Centre for Renewable Energy Sources Support LLP owned by KEGOC.
The Board of Directors made the following decisions:
1. Alienate by gratuitous transfer (donation), in accordance with the established order, into state ownership of 100% of the shares of Financial Settlement Centre for Renewable Energy Sources Support LLP owned by KEGOC, under a donation agreement.
2. Clause 1 of this decision shall come into force after receiving written consent of the European Bank for Reconstruction and Development for a transfer in accordance with clause (a) of sub-clause 6.13 ‘Sale of assets, Merger’ of Article VI ‘Negative consequences’ of Loan Agreement No. 38647 dated 5 June 2008.
3. The Chairman of the Management Board of KEGOC (Mr Bakytzhan Kazhiyev) to ) take the necessary measures related to the implementation of this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.