The meeting of the Board of Directors of KEGOC was attended by:
1. Yernat Berdigulov, Chairman of the Board of Directors of KEGOC, representative of Samruk-Kazyna.
2. Nurlan Akhanzaripov, member of the Board of Directors of KEGOC, senior independent director.
3. Marat Dulkairov, member of the Board of Directors of KEGOC, independent director.
4. Damir Suyentayev, member of the Board of Directors of KEGOC, independent director.
5. Kanysh Moldabayev, member of the Board of Directors of KEGOC, representative of Samruk-Kazyna.
6. Almat Zhamiyev, member of the Board of Directors of KEGOC, representative of Samruk-Kazyna.
7. Nabi Aitzhanov, member of the Board of Directors of KEGOC, chairman of the Management Board of KEGOC.
The meeting of the Board of Directors on 25 August 2023, 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 for the six months ended 30 June 2023, and the proposal regarding the distribution of KEGOC’s net income and the amount of dividend per ordinary share of KEGOC for the first half of 2023
The Board of Directors decided to:
1. Preliminarily approve the KEGOC's interim financial statements for six months ended on 30 June 2023, as attached hereto.
2. Submit for approval by the General Meeting of Shareholders of KEGOC the financial statements of KEGOC for the six months ended 30 June 2023, the procedure for the distribution of KEGOC’s net income, the decision to pay the dividends on ordinary shares, and approval of the amount of dividend per one ordinary share of KEGOC for the first half of 2023.
3. Propose to the general meeting of shareholders of KEGOC to allocate 87.8132578960626% of net income for H1 2023 in the amount of KZT 20,212,291,941.40 (twenty billion two hundred twelve million two hundred ninety one thousand nine hundred forty one tenge 40 tiyn) to all holders of ordinary shares of KEGOC, which will make KZT 77.74 (seventy seven tenge 74 tiyn) per one ordinary share.
4. Propose to the General Meeting of Shareholders of KEGOC:
- finalise the list of KEGOC's shareholders entitled to obtain dividends on KEGOC's ordinary shares for H1 2023, on 10 October 2023, 00.00 am.
- determine 16 October 2023 as the date to commence payment of dividends on ordinary shares of KEGOC for H1 2023.
5. The Chairman of the Management Board of KEGOC (Nabi Aitzhanov) to take actions as required by this decision.
PRO: seven;
CON: none;
ABSTAIN: none.
2. Approval of the terms and procedure for subscription for ordinary shares of KEGOC, set out in the prospectus for listing ordinary shares of KEGOC and admission to trading on the Astana International Exchange.
The Board of Directors decided to:
1. Approve the conditions and procedure for the subscription to ordinary shares of KEGOC JSC with priority satisfaction of applications of individuals - citizens of the Republic of Kazakhstan, specified in the prospectus for the issue of ordinary shares of KEGOC JSC for the offer, listing and admission to trading on the Astana International Exchange (hereinafter referred to as "AIX Prospectus") in accordance with the appendix to this decision.
2. If the conditions and procedure for subscription to ordinary shares of KEGOC on the stock exchanges of Astana International Exchange and Kazakhstan Stock Exchange are changed after being approved by this decision and subsequent decision of the State Commission for the Modernization of the Economy of the Republic of Kazakhstan, the Management Board of KEGOC shall submit for approval to the Board Directors of KEGOC the amended terms and conditions of subscription and make the appropriate changes to AIX Prospectus.
3. The Chairman of the Management Board of KEGOC (Nabi Aitzhanov) to take actions as required by this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
3. Preliminary consideration of the agenda item of placement within the limits of the authorized shares of KEGOC.
The Board of Directors decided to:
1. Approve and submit for consideration by the Extraordinary General Meeting of Shareholders of KEGOC JSC the agenda item of placement within the limits of the authorised ordinary shares of KEGOC on the following basic conditions, subject to subsequent adoption of a decision by the Board of Directors of Samruk-Kazyna on the final conditions for the placement of shares of KEGOC (on the price, number, structure of placement of shares) and its approval by the Government of the Republic of Kazakhstan:
1) the amount of not more than 15,294,118 ordinary shares of KEGOC, but in any case, within the limit of authorized shares of KEGOC, subject to the adoption by the General Meeting of Shareholders of an appropriate decision to increase the number of authorized shares of KEGOC;
2) through subscription on Kazakhstan Stock Exchange JSC (KASE) and the stock exchange of the Astana International Financial Centre (AIX);
3) at a price agreed by the State Commission for the Modernization of the Economy of the Republic of Kazakhstan to collect applications for 1 (one) ordinary share of KEGOC.
2. The Chairman of the Management Board of KEGOC (Nabi Aitzhanov) to take actions as required by this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
4. Amendments to the Regulations on Dividend Policy of KEGOC.
The Board of Directors decided to:
1. Approve and submit for consideration by the Extraordinary General Meeting of Shareholders of KEGOC the agenda item: “Approval of Amendments to the Regulations on Dividend Policy of KEGOC” in accordance with the Appendix to this decision.
2. The Chairman of the Management Board of KEGOC (Nabi Aitzhanov) to take actions as required by this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
5. Propose to the extraordinary General Meeting of Shareholders of KEGOC to consider amendments to KEGOC's Charter.
The Board of Directors decided to:
1. Approve and submit for consideration by the General Meeting of Shareholders of KEGOC the agenda item: “Amendments to KEGOC’s Charter” in accordance with the Appendix to this decision.
2. The Chairman of the Management Board of KEGOC (Nabi Aitzhanov) to take actions as required by this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
6. 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 26 September 2023 at 11.30 am at the address: 59, Tauyelsizdik Ave., Almaty district, city of Astana.
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 27 September 2023 on 11.30 at the address specified in paragraph 1 of this decision.
3. Include in the agenda to the extraordinary General Meeting of Shareholders the following items:
- Approval of the interim financial statements of KEGOC as of and for the six months ended June 30, 2023, 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 the first half of 2023;
- Amendments to the Regulations on Dividend Policy of KEGOC;
- Placements within the limits of the authorized shares of KEGOC;
- Amendments to KEGOC's Charter.
4. Set the date for finalization of the list of shareholders entitled to participate in the General Meeting of Shareholders as 1 September 2023.
5. The Chairman of the Management Board of KEGOC (Nabi Aitzhanov) to take actions as required by this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
7. Take a note of the Major Investment Project Progress Report for Q2 2023.
The Board of Directors decided to:
1. Take note of the Report on implementation of major investment projects for Q2 2023;
2. Instruct the Management Board (Nabi Aitzhanov) to intensify the work on investigation and prevention of theft facts, as well as, in general, take comprehensive measures for the timely and complete implementation of all investment projects of KEGOC JSC.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
8. Changes to the membership of the committees of the Board of Directors of KEGOC.
The Board of Directors decided to:
1. Early terminate the office of:
1) Ulf Wokurka as the Chairman of the Strategy, Corporate and Sustainable Development Committee, member of the Audit Committee of the Board of Directors of KEGOC;
2) Alexey Repin as a member of the Strategy, Corporate and Sustainable Development Committee of the Board of Directors of KEGOC;
3) Renatolla Yedil, as a non-voting expert of the Audit Committee of the Board of Directors of KEGOC.
2. Elect:
1) Kanysh Moldabayev the Chairman of the Strategy, Corporate and Sustainable Development Committee of the Board of Directors of KEGOC;
2) Marat Dulkairov the Chairman of the Strategy, Corporate and Sustainable Development Committee, member of the Audit Committee of the Board of Directors of KEGOC;
3) Maksat Myrzata a non-voting expert of the Audit Committee of the Board of Directors of KEGOC.
PRO: five;
CONTRA: none;
ABSTAIN: none.