The notice of the extraordinary General Meeting of Shareholders of KEGOC on 21 February 2020 with mixed voting (in praesentia and absentia)

English

Kazakhstan Electricity Grid Operating Company (KEGOC) joint-stock company (hereinafter referred to as 'KEGOC') with the executive office located at: 59 Tauyelsizdik Ave, Nur-Sultan, Republic of Kazakhstan in accordance with the decision of the Board of Directors of KEGOC dated 17 January 2020 (Minutes No. 1) hereby notifies of convocation of the extraordinary General Meeting of Shareholders of KEGOC (hereinafter referred to as 'the General Meeting of Shareholders'). 

The Board of Directors of KEGOC initiated the convocation of the General Meeting of Shareholders.

The General Meeting of Shareholders will be held on 21 February 2020 at 11:30 AM at: 59 Tauyelsizdik Ave, Nur-Sultan, Republic of Kazakhstan, Assembly hall. Registration of the participants of the General meeting of shareholders will take place from 09:30 AM until 11:00 AM on 21 February 2020.    

If there is no quorum, the repeated General meeting of shareholders will be held on 24 February 2020 at 11:30 AM at the above address. Registration of the participants of the repeated General meeting of shareholders will take place from 09:30 AM until 11:00 AM on 24 February 2020. 

The deadline for submitting absentee voting ballots is 11:00 AM, 21 February 2020. 

The deadline for submitting absentee voting ballots in case of repeated General meeting of shareholders is 11:00 AM, 24 February 2020.

The date for finalization of the list of shareholders entitled to participate in the General Meeting of Shareholders is 6 February 2020.

If the list of shareholders authorized to participate and vote at the General Meeting of Shareholders has been completed and a person included into this list has sold thereafter his/her voting shares of KEGOC to another person, then this new shareholder shall receive the right to take part at the General Meeting of Shareholders. The new shareholder shall submit documents certifying the ownership of the shares. 

 

Agenda of the General Meeting of Shareholders: 

1) Approve the new revision of the Regulations on the Board of Directors of Kazakhstan Electricity Grid Operating Company (KEGOC) joint stock company П KEGOC ИД-215-19-ОСА;

2) Appoint (elect) the Chairman of the Management Board of KEGOC, as well as determine the terms of powers of the Chairman of the Management Board of KEGOC.

The agenda materials for the General Meeting of Shareholders will be available for the shareholders since 11 February 2020 from 10:00 AM to 05:00 PM on working days at the following address: 59 Tauyelsizdik Ave, Nur-Sultan, Republic of Kazakhstan, offices 901, 917 and also on the corporate web site www.kegoc.kz in the section 'Investors and Shareholders' -'Information Disclosure' - 'General Meetings'.

 

The manner and procedures for absentee voting:

- shareholders who send an absentee voting ballot shall indicate their last name, first name and patronymic (if any)/name of the legal entity, the number of voting shares and select one of the voting options;

- a ballot for absentee voting shall be signed by the shareholder - an individual - with details of the identity document  (ID/passport number, date of issue, issuing authority, and individual identification number (IIN); 

- a ballot for absentee voting is placed on the Company's website in the section 'Investors and Shareholders' -'Information Disclosure' - 'General Meetings'; 

- an absentee voting ballot of the shareholder - a legal entity - shall be signed by its head (or his/her substitute) and sealed (if the legal entity has a seal) by such legal entity.;

- if a ballot is unsigned by an individual shareholder  or, in case of a legal entity shareholder, unsigned by the shareholder's head (or his/her substitute) and unsealed by a legal entity (if the legal entity has a seal), than such ballot shall be considered invalid;

- one of the voting options shall be marked on the ballot;

- a ballot for absentee voting must be sent by mail or by special delivery to KEGOC's office at: 59 Tauyelsizdik Avenue, Nur-Sultan, Republic of Kazakhstan, until 11.00 A.M. 21 February 2020;

- in case of the repeated General Meeting of Shareholders due to the absence of quorum at the first meeting, a ballot for absentee voting shall be sent by mail or special delivery to KEGOC's office at the address: 59 Tauyelsizdik Avenue, Nur-Sultan, Republic of Kazakhstan, until 11.00 A.M. 24 February 2020;

If a shareholder who had previously forwarded a ballot for absentee voting, came to attend and vote at the General Meeting of Shareholders with mixed voting, his/her ballot is not counted in the quorum of the General Meeting of Shareholders and the counting of votes on the agenda issues.

 

PROCEDURE FOR CONDUCTING A GENERAL MEETING OF SHAREHOLDERS:

- before the opening of the General Meeting of Shareholders, the person entitled to participate and vote at the General Meeting of Shareholders shall pass a formal registration in accordance with the procedure specified herein;

- a shareholder (a representative of a shareholder) who failed to register shall not be counted when determining a quorum and shall not have the right to participate in voting; 

- to register as a participant of the General Meeting of Shareholders, a shareholder - an individual - shall present his/her identity card or another identification document;

- a representative of an individual shareholder shall submit a power of attorney issued under the established procedure and his/her identity card. A representative of a shareholder - legal entity - shall submit a power of attorney sealed by such shareholder - legal entity - and his/her identity card. The representative shall submit the original power of attorney and hand a copy of it over to the registrar;

- if the sole executive bodies will participate at the General Meeting of Shareholders on behalf of a shareholder - legal entity, then such executive bodies shall submit relevant documents certifying his/her appointment or election to the executive position and his/her identity card;

- a person, who, according to the laws of Kazakhstan or a contract, has the right to act without a power of attorney on behalf of a shareholder and to represent its interests, is not required to have a power of attorney to participate in the General Meeting of Shareholders and to vote on agenda issues;

People, other than those invited and not representing shareholders, may not be present at the General Meeting of Shareholders, unless it is otherwise established by the decision of the General Meeting of Shareholders held in praesentia;

- the General Meeting of Shareholders shall have the right to consider and make decisions on agenda issues, if, upon completion of registration of the participants of the General Meeting of Shareholders, the Company’s shareholders or their representatives, including the shareholders who forwarded the ballots for absentee voting, registered in the list, hold in aggregate fifty (50) and more percent of the Company's voting shares.

 

Other issues regarding the procedure of the General Meeting of Shareholders are stipulated by the Law of the Republic of Kazakhstan On Joint-Stock Companies, the Charter and the Regulations on the General Meeting of KEGOC Shareholders. 

The Meeting shall be held in accordance with Article 35-52 of the Law of the Republic of Kazakhstan On Joint-Stock Companies.

For any questions regarding the agenda materials and the arrangement of the General Meeting of Shareholders please call in the working time: +7 (7172) 690 298, 690 297, 690 521 or post your question on the blog of the Chairman of KEGOC’s Management Board at www.kegoc.kz.