Meeting held on 2 March 2018 by KEGOC’s Board of Directors

English

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

1.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

2.Dominique Fache, member of the Board of Directors at Sophia-Antipolis Science Park, Chairman of RTF Board of Directors, Independent Director.

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

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

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

Kuanysh Bektemirov, Chairman of the Board of Directors, early terminated his office on 13 February 2018. Independent Directors Janusz Bialek and Luca Sutera participated in discussion and voting at the meeting of the Board of Directors through videoconference facilities and provided their opinion on the agenda in writing. 

The Board of Directors’ meeting on 2 March 2018 considered 14 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.Take note of the Report on executed material transactions and non-arm’s length transactions for Q4 2017;

The Board of Directors decided to take note of the Report on material transactions and non arm’s length transactions executed in Q4 2017.

PRO - seven;

CON - none;

ABSTAIN - none.

2.Convene the annual General Meeting of KEGOC Shareholders.

The Board of Directors decided to:

1. Convene an annual General Meeting of KEGOC Shareholders on 27 April 2018 at 11:30 AM at: 59 Tauyelsizdik Ave, Almaty District, Astana. 

2. Determine the date of repeated annual General Meeting of Shareholders of KEGOC (if the first annual General Meeting of KEGOC Shareholders is invalid due to lack of quorum) as 30 April 2018 at 11.30 at the address specified in item 1 of this decision. 

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

- determine the number of members, terms of office of KEGOC’s Board of Directors, elect its members and the chairman, and determine the rates and terms of remuneration and compensation of expenses for the members of KEGOC’s Board of Directors in fulfilment of their duties;

- approve the annual financial statements, distribution of the net income, payment of dividends on ordinary shares and approve the amount of dividends per ordinary share of KEGOC for 2017;

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

- determine the number of members, terms of office of the Counting Board of the General Meeting of KEGOC Shareholders and election of its members. 

PRO - seven;

CON - none;

ABSTAIN - none.

3.Preliminarily review claims from the shareholders in relation to KEGOC’s activities and its officers and results of consideration of such claims. 

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.  

PRO - seven;

CON - none;

ABSTAIN - none.

1.Preliminarily review the number of members, terms of office of the Counting Board of the General Meeting of KEGOC Shareholders and election of its members.

The Board of Directors decided to:

1. Preliminarily approve the number of members of the Counting Board of the General Meeting of KEGOC Shareholders as seven members and their terms of office for three years.

2.Preliminarily approve the proposed candidates for members of the Counting Board of the General Meeting of KEGOC Shareholders as follows:

1)Shayakhmet Tokubayev, Chairman of the Counting Board;

Counting Board members:

2)Daniyar Shugayev;

3)Murat Zhunussov;

4)Arman Meyrzhanov;

5)Asset Satymbekov;

6)Aigerim Doskhozhina;

7)Altynay Koshanova.

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

PRO - seven;

CON - none;

ABSTAIN - none.