On 29 March 2019 a meeting in preasentia was held by KEGOC’s Board of Directors

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 Kudabaev, independent director, Managing Director for Economics and Finance of Intelligent Consulting Solutions LLP. 

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

The Board of Directors' meeting on 29 March 2019 considered 11 agenda items.

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.  Preliminary approve the annual financial statements, consider allocation of net income and payment of dividends on ordinary shares including the amount of the dividends per one ordinary share of KEGOC for 2018.

 The Board of Directors decided to:

1.Preliminarily approve KEGOC's annual financial statements for 2018.

2.Submit in accordance with the established procedure the financial statements of KEGOC for 2018 for the final approval to the general meeting of shareholders of KEGOC. 

3. Propose to the General Shareholders' Meeting of KEGOC JSC to distribute 87.6945330888454% of net income for 2018 less the dividends paid for H1 2018 in the amount of  KZT 14,177,724,203.30 (fourteen billion one hundred seventy seven million seven hundred twenty four thousand two hundred and three tenge thirty tiyn) to all holders of ordinary shares of KEGOC, which makes KZT 54.53 tenge (fifty-four tenge fifty-three tiyn) per ordinary share; and leave the amount of dividends payable to Samruk-Kazyn in the amount of KZT 2,800,560,801 (two billion eight hundred million five hundred sixty thousand eight hundred and one tenge) at disposal of KEGOC.

PRO: seven;

CONTRA: none;

ABSTAIN: none.

2. Propose to the General Meeting of Shareholders of KEGOC to approve the amendments to KEGOC's Charter.

The Board of Directors decided to propose to the General Meeting of Shareholders of KEGOC to approve the amendments to KEGOC's Charter.

PRO: six;

CONTRA: none;

ABSTAIN: one.

3.Review of the Progress Report on implementation of major investment projects for Q4 2018.

The Board of Directors decided to take the note of the Major Investment Project Progress Report for Q4 2018.

PRO: seven;

CONTRA: none;

ABSTAIN: none. 

4. Recommend to the General Meeting of Shareholders of KEGOC an audit organization of auditing KEGOC and an amount of auditor’s fee for auditing the financial statements.

The Board of Directors made the following decisions:

1. Recommend the General Meeting of Shareholders of KEGOC to approve Ernst & Young LLP as an audit organization of auditing KEGOC for 2019.

2.  Determine the auditor’s fee described in paragraph 1 of this decision for auditing the financial statements of KEGOC for 2019 as KZT 39,654,480 (thirty-nine million six hundred fifty-four thousand four hundred eighty tenge) excluding VAT. 

 

PRO: seven;

CONTRA: none;

ABSTAIN: none.

5.Convene the annual General Meeting of KEGOC Shareholders.

1. Convene the annual General Meeting of Shareholders of KEGOC on 3 May 2019 at 11.30 am at the address: Nur-Sultan city, Almaty district, Tauyelsizdik Avenue, building 59.

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 30 May 2019 on 11.30 at the address specified in paragraph 1 of this decision.

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

- Approve 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 2018;

- Review claims from the shareholders in relation to activities of KEGOC and its officers and results of consideration of such claims;

- Select an audit organization for the audit of KEGOC;

- Approve amendments to KEGOC's Charter;

4. 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.