On 28 February 2019 KEGOC’s Board of Directors held a meeting in praesentia

English

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

1.Almassadam Satkaliyev, chairman of the Board of Directors of KEGOC, Managing Director, Head of Asset Management Directorate, Samruk-Kazyna.

2.Suinshlik Tiyessov, representative of Samruk-Kazyna, member of KEGOC's Board of Directors.

3.Zhanna Yegimbayeva, representative of Samruk-Kazyna, member of KEGOC's Board of Directors.

4.Dominique Fache, member of RTF Board of Directors at Sophia Antipolis Science Park, chairman of RTF Board of Directors, Independent Director.

5.Janusz Bialek, Director of the Skoltech Center for Energy Systems, Independent Director.

6.Yermek Kudabayev, independent director, Managing Director for Economics and Finance of Intelligent Consulting Solutions LLP

7.Bakytzhan Kazhiyev, Chairman of the Management Board of KEGOC.

The meeting of the Board of Directors on 28 February 2019 considered 15 issues.

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 (the list was approved by the Board of Directors on 13 July 2017, Minutes No. 6). 

1.Approval of parameters and performance indicators of 'Rehabilitation of 220-500 kV OHTL at KEGOC branches in Aktyubinskiye MES branch, Sarbaiskiye MES branch, Zapadnye MES branch project' and deciding on switching it to the 'Design' and 'Implementation' phases.

The Board of Directors decided to:

1.Approve parameters and performance indicators of 'Rehabilitation of 220-500 kV OHTL at KEGOC branches in Aktyubinskiye MES branch, Sarbaiskiye MES branch, Zapadnye MES branch project'.

2.Approve switching of 'Rehabilitation of 220-500 kV OHTL at KEGOC branches in Aktyubinskiye MES branch, Sarbaiskiye MES branch, Zapadnye MES branch' project to the 'Design' and 'Implementation' phases.

3.Mr Bakytzhan Kazhiyev, the Chairman of the Management Board of KEGOC, to take the necessary actions necessary for implementation of the Project in accordance with the approved parameters and performance indicators.

PRO: seven;

CONTRA: none;

ABSTAIN: none.

2.Approve the parameters and performance indicators of 'Re-enforcement of the electric network in Zone West of Kazakhstan UPS project. Construction of power grid facilities' and deciding on switching it to the 'Design' and 'Implementation' phases.    

The Board of Directors decided to:

1.Approve the parameters and performance indicators of 'Re-enforcement of the electric network in Zone West of Kazakhstan UPS project. Construction of power grid facilities' in accordance with the conclusion of Gosexpertiza RSE on the Project’s Feasibility Study.

2.Approve switching of 'Re-enforcement of the electric network in Zone West of Kazakhstan UPS project. Construction of power grid facilities' to the 'Design' stage.

3.Approve switching of 'Re-enforcement of the electric network in Zone West of Kazakhstan UPS project. Construction of power grid facilities' to the 'Implementation' stage, provided that, after the 'Design' stage, the Project’s total costs according to the detail design documents do not exceed the costs specified in the conclusion of State Expertise RSE on the Project’s Feasibility Study.

PRO: six;

CONTRA: none;

ABSTAIN: one.

3.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 and to the Regulations on Compliance Officer of KEGOC.

The Board of Directors decided to:

Amend the following documents:

1)items 31 and 33 of 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, as approved by the decision of the Board of Directors of KEGOC (Minutes No. 5 dated 16 June 2017), to read as follows:

'31. Appointment, determination of the term of office of the Compliance Officer and early termination of his powers.';

'33. Approve labour payment and bonus payment rules, salary rates schemes and determine the salary rates for the Compliance Officer and Ombudsmen.'

2)Clause 3 of the Regulation on the Compliance Officer of KEGOC approved by the Board of Directors of KEGOC (Minutes No. 8, dated 7 September 2017), shall be amended as follows:

'3.The Compliance Officer shall be appointed and prematurely dismissed by the decision of the Board of Directors of KEGOC.

The Compliance Officer shall be appointed for a term not exceeding 2 (two) years.'.

PRO: seven;

CONTRA: none;

ABSTAIN: none.

4.Review of the Report on executed material transactions and non-arm's length transactions in Q4 2018.

The Board of Directors made the following decisions:

1.Take note of the Report on executed material transactions and non-arm’s length transactions in Q4 2018.

2.KEGOC Management Board at each meeting of the Board of Directors, under the CIO/CFO report, provide information on executed material transactions and non-arm's length transactions.

 PRO: seven;

CONTRA: none;

ABSTAIN: none.

5.Preliminarily review of the report on the claims from the shareholders in relation to activities of KEGOC and its officers and results of consideration of such claims.

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.Mr Bakytzhan Kazhiyev, the Chairman of the Management Board of KEGOC, shall take the necessary measures to implement this decision.

PRO: seven;

CONTRA: none;

ABSTAIN: none.