Notification of the extraordinary General Meeting of KEGOC Shareholders to be held on 23 October 2020 with mixed voting procedure

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 18 September 2020 (Minutes No. 9) hereby calls the extraordinary General Meeting of Shareholders of KEGOC (hereinafter referred to as 'the General Meeting of Shareholders') that will use mixed voting method (in presentia and absentia). 

The extraordinary General Meeting of Shareholders is initiated by the Board of Directors of KEGOC.

The General Meeting of Shareholders will be held on 23 October 2020 at 11:30 AM at: assembly hall, 59 Tauyelsizdik Ave, Nur-Sultan, Republic of Kazakhstan, The registration of the participants of the extraordinary General Meeting of Shareholders will take place from 09:30 AM until 11:00 AM on 23 October 2020. 

If there is no quorum, the repeated General Meeting of Shareholders will be held on 26 October 2020 at 11:30 AM at the above address. The registration of the participants of the repeated General Meeting of Shareholders will take place from 09:30 AM until 11:00 AM on 26 October 2020. 

The deadline for submitting absentee voting ballots is 11:00 AM, 25 October 2020. 

The deadline for submitting absentee voting ballots in case of a repeated General meeting of shareholders is 11:00 AM, 26 October 2020.

The date for finalization of the list of shareholders entitled to participate in the extraordinary General Meeting of Shareholders is 13 October 2020.

If the list of shareholders authorized to participate and vote at the extraordinary 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 in the General Meeting of Shareholders. The new shareholder shall submit documents certifying the ownership of the shares. 

Agenda of the extraordinary General Meeting of Shareholders: 

1) Approval of the 6-month financial statements of KEGOC as of and for the six months ended June 30, 2020, the procedure for distributing the net income, decision to pay dividends on ordinary shares and approval of the amount of dividend per one ordinary share of KEGOC for H1 2020;

2) Approval of amendments to the Charter of KEGOC.

The agenda materials for the extraordinary General Meeting of Shareholders will be available for the shareholders since 12 October 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;

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

- the absentee voting ballot is posted on the corporate website of KEGOC at:  Investors and Shareholders / Disclosure of Information / General Meetings section of the company’s website; 

- if the shareholder is a legal entity, the absentee voting ballot shall be signed by its head (or his/her substitute) and sealed (if available) by such legal entity;

The absentee voting ballot shall be considered invalid if  unsigned by an individual shareholder or the head of a legal entity shareholder (or his/her substitute) and unsealed by such legal entity (if it has a seal);

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

- the absentee voting ballot shall be submitted by mail or by courier to KEGOC's office at: 59 Tauyelsizdik Ave., Nur-Sultan, Republic of Kazakhstan, until 11.00 A.M. 23 October 2020;

- in case of the repeated extraordinary General Meeting of Shareholders due to the absence of quorum at the first meeting, a ballot for absentee voting shall be received by mail or special delivery to KEGOC's office at the address: 59 Tauelsizdik Ave., Nur-Sultan, Republic of Kazakhstan, until 11.00 A.M. 26 October 2020;

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

Procedure for conducting an extraordinary General Meeting of Shareholders:

- before the opening of the extraordinary 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 extraordinary General Meeting of Shareholders, an individual shareholder 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 an institutional shareholder shall submit a power of attorney stamped by the institutional shareholder 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 will participate at the extraordinary General Meeting of Shareholders on behalf of an institutional shareholder, then such executive 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 extraordinary 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 extraordinary General Meeting of Shareholders, unless it is otherwise established by the decision of the extraordinary General Meeting of Shareholders held in praesentia;

- the extraordinary 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 extraordinary 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 extraordinary 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 Shareholders of KEGOC. 

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 extraordinary General Meeting of Shareholders please call in the working time: +7 (7172) 690 298, 690 297 or post your question on the blog of the Chairman of KEGOC’s Management Board at www.kegoc.kz.