On 7 September 2017 KEGOC held a meeting of the Board of Directors in presentia

English

The meeting was attended by:

1. Kuanysh Bektemirov, Chairman of the Board of Directors, KEGOC;

2. Anatoliy Spitsyn, Director of the Institute of Strategic Studies of the Eurasian Economic Community Integration Problems, the Chairman of the Supervisory Board of Karagandy Compound Alloy Plant, Independent Director.

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

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

5. Suinshlik Tiyessov, representative of Samruk-Kazyna, Member of KEGOC’s Board of Directors.

6. Zhanna Yegimbayeva, representative of Samruk-Kazyna, Member of KEGOC’s Board of Directors.

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

Luca Sutera, Independent Director, participated in voting on the agenda issues of the meeting of the Board of Directors by providing written notification (opinion) on the agenda. 

The meeting of the Board of Directors on 7 September 2017 considered 21 issues.

The information below is disclosed in accordance with the List of information to be disclosed to the shareholders and investors about 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 approval of the interim financial statements and payment of dividends on ordinary shares including the amount of the dividends per one ordinary share of KEGOC for H1 2017. 

The Board of Directors made the following decisions:

1. Preliminary approve KEGOC’s audited interim financial statements for H1 2017.

2. Submit in accordance with the established procedure the enclosed financial statements of KEGOC for H1 2017 for final approval to the General Meeting of Shareholders of KEGOC.

3. Propose to the General Meeting of Shareholders of KEGOC to distribute 70% of net profit for the first half of 2017 in the amount of KZT 12,583,932,724 (twelve billion five hundred eighty three million nine hundred thirty two thousand seven hundred twenty four tenge) to all holders of ordinary shares of KEGOC, which makes KZT 48.40 (forty eight tenge forty tiyn) per one ordinary share.

PRO - eight;

CON - none;

ABSTAIN - none.

2. Preliminarily review of the amendments to the Regulations on KEGOC’s Dividend Policy (П KEGOC 00-202-13-ОСА).

The Board of Directors made the following decisions:

1. Preliminarily review the amendments to the Regulations on KEGOC’s Dividend Policy (П KEGOC 00-202-13-ОСА).

2. Submit this issue for review by the General Meeting of Shareholders of KEGOC. 

3. The Chairman of the Management Board of KEGOC (Bakytzhan Kazhiyev) to take appropriate actions arising from this decision.

PRO - eight;

CON - none;

ABSTAIN - none.

3. Review of the Report on executed material transactions and non-arm’s length transactions in H1 2017.

The Board of Directors decided to take note of the Report on material transactions and non arm’s length transactions of KEGOC executed in H1 2017.

PRO - eight;

CON - none;

ABSTAIN - none.

4. Approval of amendments to KEGOC’s Charter.

The Board of Directors made the following decisions:

1. Approve the amendments to the KEGOC’s Charter.

2. Propose to the General Meeting of Shareholders of KEGOC to consider the approval of the amendments to KEGOC’s Charter.

3. The Chairman of the Management Board of KEGOC (Mr Bakytzhan Kazhiyev) to take the necessary measures related to the implementation of this decision.

PRO - eight;

CON - none;

ABSTAIN - none.

5. Preliminary review of the establishment of the thresholds and targets of consolidated KEGOC’s financial stability coefficients for 2017-2019.

The Board of Directors made the following decisions:

1. Propose to the General Meeting of Shareholders of KEGOC to consider the establishment of the thresholds and targets of consolidated KEGOC’s financial stability coefficients for 2017-2019.

2. Instruct the Management Board to develop an Action Plan for the transition from the yellow risk zone to the green zone. 

3. Bakytzhan Kazhiyev, Chairman of the Management Board, shall take the necessary measures related to the implementation of this decision.

PRO - eight;

CON - none;

ABSTAIN - none.

6. Convocation of an extraordinary General Meeting of KEGOC’s Shareholders.

The Board of Directors made the following decisions:

1. Call an extraordinary General Meeting of Shareholders of KEGOC on 26 October 2017. The meeting shall start at 11.30 a.m. in Assembly hall, at 59 Tauyelsizdik Ave., Almaty District, Astana. 

2. Re-convene the extraordinary General Meeting of Shareholders of KEGOC on 27 October 2017 in case there is no-quorum at the first meeting. The meeting shall start at 11.30 a.m. at address specified in item 1 hereof. 

3. Include in the agenda to the extraordinary General Meeting of Shareholders the following issues: 

1) Approve the interim financial statements, distribution of the net income, payment of dividends on ordinary shares and the amount of the dividends per one ordinary share of KEGOC for H1 2017;

2) Review the amendments to the Regulations on KEGOC’s Dividend Policy (П KEGOC 00-202-13-ОСА);

3) Establish thresholds and targets of consolidated KEGOC’s financial stability coefficients for 2017-2019;

4) Introduce amendments to KEGOC’s Charter;

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

PRO - eight;

CON - none;

ABSTAIN - none.

7. Review of the Progress report on implementation of major investment projects in H1 2017.

The Board of Directors decided to take the note of the Major Investment Project Progress Report for H1 2017.

PRO - eight;

CON - none;

ABSTAIN - none.

8.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.

The Board of Directors made the following decisions:

Amend 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 follows.

1) item 20 of the List shall be supplemented with the words ‘Corporate Secretary, Compliance Officer, Head and employees of the Internal Audit Service’;

2) amend clause 28 of the List as follows:

‘28. Review of quarterly reports on the implementation of the Transformation Programme’;

3) complete clauses 42 and 43 of the List as follows:

‘42. Approve of the main parameters of the treasury portfolio of KEGOC’.

‘43. Approval of the Action Plan for the improvement of the OSH management system and monitoring of its implementation’.

PRO - eight;

CON - none;

ABSTAIN - none.

9. Approval of the Regulations on the Compliance Officer; approval of the job description and evaluation of the position (grade) of the Compliance Officer of KEGOC.

The Board of Directors made the following decisions:

1. Approve:

1) Regulations on the Compliance Officer of KEGOC;

2) Description of position of the Compliance Officer of KEGOC;

3) Assessment of the position (grade) of the Compliance Officer of KEGOC.

PRO - eight;

CON - none;

ABSTAIN - none.