On 1 February 2022
KEGOC held a meeting of the Board of Directors
The meeting of the Board of Directors of KEGOC was attended by (using telecommunication facilities in a videoconference session):
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 Moldabayev, member of the Board of Directors of KEGOC, chairman of the Management Board of KEGOC.
The meeting of the Board of Directors on 1 February 2022, considered five (5) 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. Election of the Managing Director for Strategy, Sustainable Development and Digital Transformation of KEGOC as a member of the Management Board of KEGOC and determination of the salary.
The Board of Directors decided to:
1. Elect Ms. Elvira Konakhbayeva, Managing Director for Strategy, Sustainable Development and Digital Transformation of KEGOC, as a member of KEGOC’s Management Board with the term of office expiring with the term of office of KEGOC’s Management Board in general.
2. Determine the size of the salary for Elvira Konakhbayeva in accordance with the salary schedule for the Chairman and members of the Management Board of KEGOC, approved by the decision of the Board of Directors dated 5 December 2016 (minutes No. 13).
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. Conclusion of non-arm’s length transactions by executing contracts for equipment maintenance in 2022.
The Board of Directors decided to:
1. KEGOC, in the prescribed manner, shall conclude the non-arm’s length transactions, by executing the contracts as follows:
1) between Batys Transit JSC and Aktyubinskiye MES branch of KEGOC for maintenance of Batys Transit equipment installed at 220 kV outdoor switchgear at 500 kV Ulke SS and 220 kV OHTL Ulke - Kazchrome 1 and Ulke - Kazchrome 2;
2) between Batys Transit JSC and Aktyubinskiye MES branch of KEGOC for maintenance of Batys Transit equipment installed at 500 kV outdoor switchgear at 500 kV Ulke SS and 500 kV OHTL Zhitikar - Ulke;
3) between Batys Transit JSC and Sarbaiskiye MES branch of KEGOC for maintenance of Batys Transit equipment installed at 500 kV outdoor switchgear at 500 kV Zhitikara SS and 500 kV OHTL Zhitikar - Ulke;
4) between Caspian Pipeline Consortium-K LLP and Zapadnye MES branch of KEGOC for maintenance of Caspian Pipeline Consortium-K LLP equipment installed at 220 kV Atyrau SS (two 220 kV bays);
5) between Zapadnye MES branch and
Tengizchevroil LLP for maintenance of Tengizchevroil LLP equipment installed at 220 kV Kulsary SS (two 10 kV bays);
6) between Kazakhstan-China Pipeline LLP and Tsentralnye MES branch of KEGOC for maintenance of Kazakhstan-China Pipeline LLP equipment installed at 220 kV Balkhashskaya SS (two 110 kV bays)
7) between Kazakhstan-China Pipeline LLP and Tsentralnye MES branch of KEGOC for maintenance of Kazakhstan-China Pipeline LLP equipment installed at 220 kV Agadyr SS (transformer T-2, one 220 kV bay, six 35 kV bays, five 10 kV bays).
8) between PetroKazakhstan Kumkol Resources JSC and Tsentralnye MES branch of KEGOC for maintenance of PetroKazakhstan Kumkol Resources JSC equipment installed at 220 kV Kumkol SS (two 110 kV bays and two 6 kV bays)
9) between SP Kazgermunai LLP and Tsentralnye MES branch of KEGOC for maintenance of JV Kazgermunai LLP equipment installed at 220 kV KV Kumkol SS (two 6 kV bays)
10) between Katko Kazakh-French Joint Venture LLP and Yuzhnye MES branch of KEGOC, for the management of the operational and maintenance of equipment installed at 220kV Sholak-Korgan SS (2 cells 110kV).
2. The Chairman of the Management Board of KEGOC (Kanysh Moldabayev) to take actions as required by this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
3. Propose to the General Meeting of Shareholders of KEGOC to consider the agenda item of “Determination of threshold and target values of financial stability ratios of KEGOC”.
The Board of Directors decided to preliminarily approve and submit for consideration by the General Meeting of Shareholders of KEGOC the agenda item of “Determination of threshold and target values of financial stability ratios of KEGOC”.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
4. Convocation of an extraordinary General Meeting of KEGOC’s Shareholders.
The Board of Directors decided to:
1. Call the extraordinary General Meeting of Shareholders of KEGOC using praesentia voting on 10 March 2022 at 11.30 am at the address: 59, Tauyelsizdik Ave., Almaty district, city of Nur-Sultan.
2. Determine the date of repeated extraordinary General Meeting of Shareholders of KEGOC (if the first extraordinary General Meeting of Shareholders of KEGOC is invalid due to lack of quorum) as 11 March 2022 on 11.30 at the address specified in paragraph 1 of this decision.
3. Approve the following agenda of the extraordinary General Meeting of Shareholders as follows:
1) Determination of threshold and target values of financial stability ratios of KEGOC;
2) Approval of amendments to P KEGOC ID-215-19-OSA Regulations on the Board of Directors of KEGOC
3) Approval of the new revision of Pr KEGOC ID-351-21-OSA. Constitution of the Board of Directors of KEGOC, determination of remuneration and compensation of expenses for members of the Board of Directors of KEGOC’.
4) The Chairman of the Management Board of KEGOC (Kanysh Moldabayev) to take actions as required by this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
5. Appointment of the auditor of the operational and financial audit of the Internal Audit Service of KEGOC and the determination of the salary.
The Board of Directors decided to:
1. Appoint Mr. Asset Satymbekov to the position of auditor of the operational and financial audit of the Internal Audit Service of KEGOC with a trial period of three months.
2. Determine the salary for the auditor of the operational and financial audit department of the Internal Audit Service in the amount of KZT 325,300 (three hundred twenty-five thousand three hundred tenge) in accordance with the salary schedule for employees of the Internal Audit Service, the Compliance Officer, the Ombudsman and the Corporate Secretary of KEGOC, approved by the Board of Directors of KEGOC (Minutes No. 10, dated 30 November 2019).
3. The Chairman of the Management Board of KEGOC (Kanysh Moldabayev) to take actions as required by this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.