Meetings

On 20 April 2022 the Board of Directors of KEGOC held a meeting in preasentia

The meeting of the Board of Directors of KEGOC was attended using video conference facilities by:

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

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

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

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

5.   Alexey Repin, chairman of the Board of Directors of KEGOC.

6.   Almat Zhamiyev, 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 20 April 2022 considered 8 (eight) 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.                  Preliminary approval of the financial statements of KEGOC as of and for the year ended 31 December 2021, and the proposal to the General Meeting of Shareholders of KEGOC regarding the distribution of KEGOC’s net income and the amount of dividend per ordinary share of KEGOC for 2021.

The Board of Directors decided to:

1. Preliminarily approve the financial statements (consolidated and separate) of KEGOC as of and for the year ended on 31 December 2021.

2. Submit for consideration by the General Meeting of Shareholders of KEGOC the agenda item of “Approval of the financial statements of KEGOC as of and for the year ended 31 December 2021".

3. Propose to the general meeting of shareholders of KEGOC to allocate 66.9657088067554% of net income for 2021 in the amount of KZT 13,220,929,318.50 (thirteen billion two hundred twenty million nine hundred twenty-nine thousand three hundred and eighteen tenge fifty tiyn) net of dividends paid for H1 2021 to all holders of ordinary shares of the Company, which will make KZT 50.85 (fifty tenge eighty-five tiyn) per one ordinary share.

4. The Chairman of the Management Board of KEGOC (Kanysh Moldabayev) to take actions as required by this decision.

PRO: seven;

CON: none;

ABSTAIN: none.

 

2.                  Inclusion of ‘Review of claims from the shareholders in relation of operation of KEGOC and its officers and results of review of such claims’ into the agenda of the General Meeting of Shareholders of KEGOC.

The Board of Directors decided to:

1. Take note of the absence of claims from the shareholders in relation to activities of KEGOC and its officers.

2. Present this information for consideration by the annual General Meeting of KEGOC Shareholders.

3. The Chairman of the Management Board of KEGOC (Kanysh Moldabayev) to take actions as required by this decision.

PRO: seven;

CON: none;

ABSTAIN: none.

 

3.     Composition of the Counting Board of KEGOC.

The Board of Directors decided to:

1. Propose to the General Meeting of Shareholders of KEGOC to consider the agenda item of “Composition of the Counting Board of KEGOC”.

2. Recommend elect the members of KEGOC's Counting Board as follows:

1) Arman Meyrzhanov, Chairman of the Counting Board;

2) Olzhas Imyatov, member of the Counting Board;

3) Murat Zhunussov, member of the Counting Board;

4) Nurgul Moldybayeva, member of the Counting Board;

5) Aizhan Smagulova, member of the Counting Board;

6) Aibike Daubekova, member of the Counting Board;

7) Almagul Zhakeyeva, member of the Counting Board;

3. The Chairman of the Management Board of KEGOC (Kanysh Moldabayev) to take actions as required by this decision.

PRO: seven;

CON: none;

ABSTAIN: none.

 

4.     Convene the annual General Meeting of KEGOC Shareholders.

The Board of Directors decided to:

1.   Call the annual General Meeting of Shareholders of KEGOC using praesentia voting on 26 May 2022 at 11.30 am at the address: 59, Tauyelsizdik Ave., Almaty district, city of Nur-Sultan.

2.   Determine the date of a repeated annual General Meeting of Shareholders of KEGOC (if the first annual General Meeting of Shareholders of KEGOC is invalid due to lack of quorum) as 27 May 2022 on 11.30 at the address specified in paragraph 1 of this decision.

3.   Present the following agenda to the General Meeting of KEGOC Shareholders for consideration:

- approval of the annual financial statements, distribution of the net income, decision to pay dividends on ordinary shares and approve the amount of the dividend per one ordinary share of KEGOC for 2021;

- composition of the Counting Board of KEGOC;  

- review of claims from the shareholders in relation to operations of KEGOC and its officers and results of consideration of such claims.

4. The Chairman of the Management Board of KEGOC (Kanysh Moldabayev) to take actions as required by this decision.

PRO: seven;

CON: none;

ABSTAIN: none.

 

5.   Review 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:

Add to the list of issues, decisions on which shall be made by the Board of Directors and shall not refer to the exclusive competence of the General Meeting of Shareholders of KEGOC, approved by the decision of the Board of Directors of KEGOC (Minutes No. 9 dated 25 October 2019), item 25 as follows:

‘25.    Election, determination of the term of office of the Senior Independent Director of the Board of Directors of KEGOC and early termination of his/her authorities.’.

PRO: seven;

CON: none;

ABSTAIN: none.

 

6.                  Election and determination of the term of office of the Senior Independent Director of the Board of Directors of KEGOC

The Board of Directors made a decision to appoint Nurlan Akhanzaripov, an independent director, a member of the Board of Directors of KEGOC, as a Senior Independent Director of the Board of Directors of KEGOC for a period until the expiration of the term of office of the Board of Directors of KEGOC in its entirety, effective on the date of the decision of the Board of Directors of KEGOC.

PRO: six;

CON: none;

ABSTAIN: none.

 

7.   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. Early terminated the office of:

1) Zhanna Yegimbayeva, a member of the Nomination and Remuneration Committee of the Board of Directors of KEGOC, Daulet Karimov, a non-voting expert of the Nomination and Remuneration Committee of the Board of Directors of KEGOC;

2) Yernat Berdigulov, amember of the Strategic Planning and Corporate Governance Committee of the Board of Directors of KEGOC, Daulet Karimov, a non-voting expert of the Strategic Planning and Corporate Governance Committee of the Board of Directors of KEGOC;

3) Zhanna Yegimbayeva and Yernat Berdigulov, members of the Health, Safety, and Environment Committee of the Board of Directors of KEGOC, Daulet Karimov, non-voting expert of the the Health, Safety, and Environment Committee of the Board of Directors of KEGOC.

2. Elect:

1) Almat Zhamiyev a member of the Nomination and Remuneration Committee of the Board of Directors of KEGOC, Yerzhan Dyussenov a non-voting expert of the Nomination and Remuneration Committee of the Board of Directors of KEGOC;

2) Alexey Repin a member of the Strategic Planning and Corporate Governance Committee of the Board of Directors of KEGOC, Yerzhan Dyussenov, a non-voting expert of the Strategic Planning and Corporate Governance Committee of the Board of Directors of KEGOC;

3) Alexey Repin and Almat Zhamiyev, as members of the Health, Safety, and Environment Committee of the Board of Directors of KEGOC, Yerzhan Dyussenov as a non-voting expert of the Health, Safety, and Environment Committee of the Board of Directors of KEGOC.

PRO: five;

CON: none;

ABSTAIN: none.

 

8. Approval of the Professional Development Plan for members of the Board of Directors for 2022.

The Board of Directors decided to approve the Professional Development Plan for the members of the Board of Directors for 2022.

PRO: seven;

CON: none;

ABSTAIN: none.

 



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