Notification of the extraordinary General Meeting of KEGOC Shareholders to be held on 25 October 2019 through the 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 28 August 2019 (Minutes No. 8) hereby notifies the concerned parties of convocation of the extraordinary General Meeting of Shareholders of KEGOC (hereinafter referred to as 'the General Meeting of Shareholders') to be held through mixed voting (in praesentia and absentia). 

the General Meeting of Shareholders is convocated by the Board of Directors of KEGOC initiated the convocation.

The General Meeting of Shareholders will be held on 25 October 2019 at 11:30 AM at: assembly hall, 59 Tauyelsizdik Ave, Nur-Sultan, Republic of Kazakhstan, Registration of the participants of the General Meeting of Shareholders will take place from 09:30 AM until 11:00 AM on 25 October 2019.    

If there is no quorum, the repeated General Meeting of Shareholders will be held on 26 October 2019 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 26 October 2019. 

The deadline for submitting absentee voting ballots is 11:00 AM, 25 October 2019. 

The deadline for submitting absentee voting ballots in case of repeated General meeting of shareholders is 11:00 AM, 26 October 2019.

The date for finalization of the list of shareholders entitled to participate in the General Meeting of Shareholders is 10 October 2019.

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 in 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) Approval of the interim financial statements of KEGOC as of and for the six months ended June 30, 2019, the procedure for distributing net income, decision to pay dividends on ordinary shares and approval of the amount of dividend per one ordinary share of KEGOC for H1 2019;

2) Approval of the new revision of KEGOC's Charter;

3) Amendments of the number of members of the Counting Board of KEGOC.

The agenda materials for the General Meeting of Shareholders will be available for the shareholders since 10 October 2019 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 the absent 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 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); 

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

- the ballot unsigned by a shareholder - an individual or the head of shareholder (or his/her substitute)- legal entity, and unsealed by a legal entity shall be considered invalid;

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

- the absentee ballot shall be received by mail or by courier to KEGOC's office at: 59 Tauelsizdik Ave., Nur-Sultan, Republic of Kazakhstan, until 11.00 A.M. 25 October 2019;

- 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 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 2019;

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, 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 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 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 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 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.