Meetings

On 21 December 2021 a meeting in praesentia of KEGOC Board of Directors was held

KEGOC's Board of Directors' meeting was attended by:

1. Suinshlik Tiyessov, Chairman of the Board of Directors of KEGOC.

2. Zhanna Yegimbayeva, member of the Board of Directors of KEGOC, representative of Samruk-Kazyna.

3. Nurlan Akhanzaripov, member of the Board of Directors of KEGOC, independent director.

4. Zhanbota Bekenov, member of the Board of Directors of KEGOC, independent director.

5. Ulf Wokurka, member of the Board of Directors of KEGOC, independent director.

6. Yernat Berdigulov, member of the Board of Directors of KEGOC, representative of Samruk-Kazyna.

7. Kanysh Modabayev, member of the Board of Directors of KEGOC, chairman of the Management Board of KEGOC.

 

The meeting of the Board of Directors on 21 December 2021, considered 4 (four) agenda items, which should be brought to the attention of shareholders and investors in accordance with the List of agenda items approved by the Board of Directors on 13 July 2017 (Minutes No. 6).

 

1. Approval of KEGOC's Development Strategy for 2022-2031

The Board of Directors decided to:

1. Approve KEGOC's Development Strategy for 2022-2031

2. Recognize null and void KEGOC's Development Strategy 2018-2028 approved by the decision of the Board of Directors on 24 August 2018 (Minutes No. 9).

3. Kanysh Moldabayev, the Chairman of the Management Board of KEGOC, shall take measures arising out of this decision under the established procedure.

PRO - seven;

CONTRA: none;

ABSTAIN: none.

 

2. Determination of the number of members, term of office of the Management Board, early termination of powers and election of members of the Management Board, determination of the size of the salaries of the members of the Management Board of KEGOC and approval of changes to the salary scheme of the Chairman and members of the Management Board of KEGOC.

The Board of Directors decided to:

1. Early terminate the term of powers of the following members of KEGOC Management Board:

1) Bakytkhan Zhazykbayev;

2) Aibek Botabekov;

3) Tolegen Safuani

2. Early terminate the powers of Zhandos Nurmaganbetov, member of the Management Board of KEGOC on 10 December 2021, in accordance with his application for termination of the employment contract in connection with the appointment to the position (Article 59 of the Labour Code of the Republic of Kazakhstan).

3. Determine the number of members of KEGOC Management Board as five (5) members.

4. Determine 24 February 2021 as the end of terms of powers of KEGOC’s Management Board.

5. Elect the following KEGOC employees as members of the KEGOC Management Board with the terms of powers equal to the term of office of the KEGOC Management Board:

1) Bakytkhan Zhazykbayev, Deputy Chairman of the Management Board;

2) Aibek Botabekov, Managing Director for Finance and Accounting;

3) Tulegen Safuani, Managing Director for Legal Support and Risks.

6. Approve changes to the salary scheme of the Chairman and members of the Management Board of KEGOC approved by the Board of Directors (Minutes No. 13 dated 5 December 2016), and determine the salaries of the persons specified in paragraph 5 of this decision (Appendix No. 9 to these Minutes).

7. Kanysh Moldabayev, the Chairman of the Management Board of KEGOC, shall take measures arising out of this decision under the established procedure.

PRO - seven;

CONTRA: none;

ABSTAIN: none.

 

3. Amendments to the decision of the Board of Directors of KEGOC (Minutes No. 5 dated 17 May 2021) regarding the agenda item: “Establishment and determination of the number of members, terms of office of the members of the committees of the Board of Directors, election of the chairmen and members of the committees of the Board of Directors of KEGOC”

The Board of Directors decided to:

1. Establish:

1) Audit Committee of the Board of Directors of KEGOC

2) Nomination and Remuneration Committee of the Board of Directors of KEGOC

3) Strategic Planning and Corporate Governance Committee of the Board of Directors of KEGOC

4) Occupational Health, Safety and Environmental Protection Committee of the Board of Directors of KEGOC.

2. Determine the number of members of each committee specified in paragraph 1 of this decision as 4 (four) people.

3. Determine the term of office of the committees specified in paragraph 1 of this decision equal to the term of office of the Board of Directors of KEGOC, i.e. until 26 April 2024.

4. 1) Elect the following members of the Audit Committee of the Board of Directors of KEGOC:

1) Zhanbota Bekenov, independent director, the chairman of the Committee;

2) Nurlan Akhanzaripov, independent director, a member of the Committee;

3) Ulf Wokurka, independent Director, a member of the Committee;

4) Serik Pirmakhanov, a member of the Committee, a non-voting expert.

5. Elect the following members of the Nomination and Remuneration Committee of the Board of Directors of KEGOC:

1) Nurlan Akhanzaripov, independent director, the chairman of the Committee;

2) Zhanbota Bekenov, independent director a member of the Committee;

3) Zhanna Yegimbayeva, representative of Samruk-Kazyna, a member of the Committee;

4) Daulet Karimov, a member of the Committee, a non-voting expert.

6. Elect the following members of the Strategic Planning and Corporate Governance Committee of the Board of Directors of KEGOC:

1) Ulf Wokurka, independent director, the chairman of the Committee;

2) Nurlan Akhanzaripov, independent director, a member of the Committee;

3) Yernat Berdigulov, representative of Samruk-Kazyna, a member of the Committee;

4) Daulet Karimov, a member of the Committee, a non-voting expert.

7. Elect the following members of the Occupational Health, Safety and Environmental Protection Committee of Board of Directors of KEGOC

1) Ulf Wokurka, independent director, the chairman of the Committee;

2) Zhanna Yegimbayeva, representative of Samruk-Kazyna, a member of the Committee;

3) Yernat Berdigulov, representative of Samruk-Kazyna, a member of the Committee;

4) Daulet Karimov, a member of the Committee, a non-voting expert.

8. Nullify the decision of the Board of Directors of KEGOC (Minutes No. 5 dated 17 May 2021) regarding the agenda item: “Establishment and determination of the number of members, terms of office of the members of the committees of the Board of Directors, election of the chairmen and members of the committees of the Board of Directors of KEGOC”

PRO - seven;

CONTRA: none;

ABSTAIN: none.

 

4. Review of the amendments 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 decided to:

1. Amend item 16 of the List of issues that shall be decided by the Board of Directors of KEGOC and do not refer to the exclusive competence of the General Meeting of Shareholders of KEGOC approved by the Board of Directors on 16 June 2017 (Minutes No. 9), paragraph 44, and state it as follows

'16.    Review of the Transformation Programme progress reports on a quarterly basis, and assessment of the Transformation Programme progress.

17.     Approval of KEGOC’s Business Transformation Programme Roadmap, and amendment thereto.'

2. Kanysh Moldabayev, the Chairman of the Management Board of KEGOC, shall take measures arising out of this decision under the established procedure.

PRO - seven;

CONTRA: none;

ABSTAIN: none.

 


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