The meeting of the Board of Directors of KEGOC was attended by:
1. Yernat Berdigulov, Chairman of the Board of Directors of KEGOC, representative of Samruk-Kazyna.
2. Nurlan Akhanzaripov, member of the Board of Directors of KEGOC, senior independent director.
3. Marat Dulkairov, member of the Board of Directors of KEGOC, independent director.
4. Damir Suyentayev, member of the Board of Directors of KEGOC, independent director.
5. Kanysh Moldabayev, member of the Board of Directors of KEGOC, representative of Samruk-Kazyna.
6. Almat Zhamiyev, member of the Board of Directors of KEGOC, representative of Samruk-Kazyna.
7. Nabi Aitzhanov, member of the Board of Directors of KEGOC, chairman of the Management Board of KEGOC.
The meeting of the Board of Directors on 29 February 2024, considered 7 (seven) agenda items, which should be brought to the attention of shareholders and investors in accordance with the List of agenda items approved by the Board of Directors on 13 July 2017 (Minutes No. 6).
1. Preliminary approval of the financial statements of KEGOC for the year ended December 31, 2023, the procedure for distributing KEGOC's net income and the amount of dividends per ordinary share of KEGOC for the second half of 2023.
The Board of Directors made the following decision:
1. To preliminarily approve the attached financial statements of KEGOC JSC for the year ended December 31, 2023, in accordance with the appendix to this decision.
2. To submit for consideration by the General Meeting of Shareholders of KEGOC JSC the agenda item «Approval of the financial statements of KEGOC JSC for the year ended December 31, 2023, the procedure for distributing net income, making a decision on the payment of dividends on ordinary shares and approving the amount of the dividend per one ordinary share of KEGOC JSC for the second the first half of 2023».
3. To propose to the General Meeting of Shareholders of KEGOC JSC to distribute 97.0082183966965% of net income for 2023 (less dividends paid for the first half of 2023) in the amount of KZT 21,885,771,876.00 (twenty-one billion eight hundred eighty-five million seven hundred seventy-one thousand eight hundred seventy-six tenge 00 tiyn) to all holders of ordinary shares of KEGOC JSC, which, based on one ordinary share, will amount to KZT 79.50 (seventy-nine tenge 50 tiyn).
4. To propose to the General Meeting of Shareholders of KEGOC JSC:
- to record the list of shareholders of KEGOC JSC entitled to receive dividends on ordinary shares of KEGOC JSC for the second half of 2023 as at 00:00 on May 24, 2024;
- to determine the date of commencement of payment of dividends on ordinary shares of KEGOC JSC for the second half of 2023 as May 30, 2024.
5. To the Chairman of the Management Board of KEGOC JSC (Nabi Aitzhanov) to take necessary measures arising from this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
2. On providing the General Meeting of Shareholders of KEGOC JSC with recommendations regarding the audit organization that performs the audit of KEGOC JSC and determining the amount of payment for the services of the audit organization for the audit of financial statements.
The Board of Directors decided to approve and recommend to the General Meeting of Shareholders of KEGOC JSC to identify RSM Qazaqstan LLP as an audit organization auditing KEGOC JSC for 2024 with a service cost of KZT 40,942,003 (forty million nine hundred forty-two thousand three tenge) (excluding VAT).
PRO: seven;
CONTRA: none;
ABSTAIN: none.
3. The preliminary consideration of the issue regarding the shareholders' appeals to the actions of KEGOC JSC and its officials and the results of their consideration.
The Board of Directors made the following decision:
1. Take note of the information on the absence of appeals from shareholders to the actions of KEGOC JSC and its officials.
2. To submit this agenda item to the Annual General Meeting of Shareholders of KEGOC JSC.
3. To the Chairman of the Board of KEGOC JSC (Nabi Aitzhanov) to take the necessary measures related to the implementation of this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
4. Convocation of the Annual General Meeting of Shareholders of KEGOC JSC.
The Board of Directors made the following decision:
1. To convene the annual General Meeting of Shareholders of KEGOC JSC on May 2, 2024 at 11:30 a.m. at the address: Astana city, Almaty district, Tauyelsizdik Avenue, building 59;
2. Determine the date of the repeated annual General Meeting of Shareholders of KEGOC JSC (in case of absence of a quorum at the first meeting of the annual General Meeting of Shareholders of KEGOC JSC) on May 3, 2024 at 11:30 a.m. at the address specified in paragraph 1 of this decision.
3. To include the following items in the agenda of the meeting of the annual General Meeting of Shareholders of KEGOC JSC:
- «Approval of the financial statements of KEGOC JSC for the year ended December 31, 2023, the procedure for distributing the net income of KEGOC JSC, making a decision on the payment of dividends on common shares and approving the amount of dividends per common share of KEGOC JSC for the second half of 2023»;
- «Determining the quantitative composition, term of office of the Board of Directors of KEGOC JSC, election of its members and Chairman of the Board of Directors of KEGOC JSC, as well as determining the amount and conditions of remuneration and compensation of expenses to members of the Board of Directors of KEGOC JSC for the performance of their duties»;
- «Approval of the new edition of the Corporate Governance Code of KEGOC JSC»;
- «The appeals of shareholders to the actions of KEGOC JSC and its officials and the results of their consideration»;
- « Amendments to the quantitative composition of the Counting Board of the General Meeting of Shareholders of KEGOC JSC».
- «Determining the audit organization that performs the audit of KEGOC JSC and the amount of payment for its services».
4. Determine the date of recording the list of shareholders entitled to participate in the General Meeting of Shareholders as April 8, 2024.
5. To the Chairman of the Management Board of KEGOC JSC (Nabi Aitzhanov) to take necessary measures arising from this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
5. On taking note of the Report on the implementation of major investment projects for Q4 2023.
The Board of Directors decided to take note of the Report on the implementation of major investment projects of KEGOC JSC for Q4 2023.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
6. On determining the term of office of the Corporate Secretary of KEGOC JSC.
The Board of Directors has decided to set the term of office for the Corporate Secretary, Olzhas Imyatov, to match the term of the Board of Directors of JSC 'KEGOC' as a whole, from April 27, 2024, to April 27, 2027.
PRO: seven;
CONTRA: none;
ABSTAIN: none.
7. On termination of powers and appointment of the Head of the Compliance Service of KEGOC JSC, determination of the term of office and the amount of the official salary.
The Board of Directors made the following decision:
1. To terminate, on December 31, 2023, the powers of Askar Amirov, Head of the Compliance Service of KEGOC JSC.
2. Appoint Sergey Zhernakov the Head of the Compliance Service of KEGOC JSC and determine his term of office from April 1, 2024 to April 1, 2026.
3. Determine the official salary for the Head of the Compliance Service of KEGOC JSC in accordance with the Salary Scheme for employees of the Internal Audit Service, Compliance Service, Ombudsman, Corporate Secretary of KEGOC JSC in accordance with the appendix to this decision.
4. Instruct Sergey Zhernakov to obtain an ICA certificate within a year from the date of appointment.
5. To the Chairman of the Management Board of KEGOC JSC (Nabi Aitzhanov) to take the necessary measures arising from this decision.
PRO: seven;
CONTRA: none;
ABSTAIN: none.