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NOTICE
of the annual General Meeting of Shareholders of JSC NC “KazMunayGas” on 30 may 2023

Joint Stock Company “National Company “KazMunayGas” (hereinafter the Company or JSC NC “KazMunayGas”), location of the executive body: Building 8, Dinmukhamed Kunayev Street, Astana, Z05H9E8, Republic of Kazakhstan, hereby notifies its shareholders of holding the annual General Meeting of Shareholders of JSC NC “KazMunayGas” in absentia (hereinafter, the AGM) with the following agenda:

  1. On changing the composition of the Board of Directors of JSC NC “KazMunayGas”.
  2. On approval of the annual financial statements of JSC NC “KazMunayGas” for 2022.
  3. On the order of distribution of the net income of JSC NC “KazMunayGas” for 2022 and the dividend amount per common share of JSC NC “KazMunayGas”.
  4. Appeals from shareholders about actions committed in 2022 by JSC NC “KazMunayGas” or any of its officers, and results of consideration of those.
  5. On approval of the new version of the Charter of JSC NC “KazMunayGas”.
  6. On approval of the new version of the Regulation on the Board of Directors of JSC NC “KazMunayGas”.
  7. On amending the decision of the entity holding all the voting shares of JSC NC “KazMunayGas” dated 20 January 2022 (Minutes No.05/22) on the issue “On determining audit firm performing audit of the financial statements of JSC NC “KazMunayGas” for 2022-2024 and the amount of payment for its services”.

The convener of the AGM is the Board of Directors of the Company (Minutes No.8/2023 dated 28 April 2023).

The start date for submission of ballots for counting the results of the absentee voting is 22 May 2023.

The deadline for accepting ballots for counting the results of the absentee voting is 29 May 2023, until 6:00 p.m. (Astana time).

The date of counting the results of the absentee voting is 30 May 2023, until 6:00 p.m. (Astana time).

The date and time of compiling the list of shareholders entitled to participate in the AGM is 29 April 2023, 00:00 a.m. (Astana time).

Materials on the agenda of the AGM will be ready and available for review by shareholders no later than ten (10) business days before the AGM date in the Company’s building at the address: Office 1107, Floor 11, Block B, 8 Dinmukhamed Kunayev Street, Astana, Z05H9E8, the Republic of Kazakhstan, on business days from 9:00 to 18:30 (Astana time). If requested by a shareholder of the Company, the materials on items of the AGM agenda will be sent to such shareholder within 3 (three) business days from the date of receipt of such request, with the expenses for making copies of documents and delivery of documents being borne by the shareholder. Requests of shareholders are accepted at the location of the Company in accordance with the procedure established by the legislation of the Republic of Kazakhstan.

The AGM is held in compliance with Articles 35-52 of Law №415-II of the Republic of Kazakhstan “On Joint-Stock Companies” dated 13 May 2003.

The Notice of the forthcoming AGM, as well as the ballot for absentee voting will be available on the Company’s Internet resource in accordance with Law №415-II of the Republic of Kazakhstan “On Joint-Stock Companies” dated May 13, 2003.


Voting procedure


Shareholders, voting by absentee ballot, must indicate the surname, first name, patronymic / name of the legal entity, the number of voting shares, and choose one of the voting options.

The ballot for absentee voting must be signed by a shareholder who is a physical person (a representative of a shareholder who is a physical person), indicating information about his identity document (identity card/ passport number, date of issue, issuing authority, and individual identification number (IIN)). The shareholder must also provide a copy of an identity document, as well as a copy of the document confirming ownership of shares, namely, an extract from the personal account issued by a brokerage organization.

The ballot for absentee voting of a shareholder being a legal entity shall be signed by its head (representative of a shareholder being a legal entity). If the absentee ballot is signed by the head of a shareholder being a legal entity, it is necessary to submit copies of documents on the election or appointment of the first executive of the shareholder being a legal entity, as well as a copy of the identity document. If the absentee ballot is signed by the representative of the shareholder being a legal entity, a copy of the Power of Attorney or other document, confirming the authority of the representative of the shareholder being a legal entity, shall be attached to the absentee ballot.

If the absentee voting ballot is signed by the representative of a shareholder, a copy of the Power of Attorney or other document confirming the authority of the shareholder’s representative shall be attached to the absentee voting ballot.

A ballot without the signature of a shareholder who is a physical person, or the head of a shareholder being a legal entity, or the representative of a shareholder who is a physical person, or the representative of a shareholder being a legal entity, shall be deemed invalid.

Only one of the voting options should be marked on the ballot.

The absentee ballot must be sent by mail or provided by hand to the clerical office of the Company at the address: B Block, 8 Dinmukhamed Kunayev Street, Astana, Z05H9E8, the Republic of Kazakhstan, until 6:00 p.m. (Astana time) of 29 May 2023.

When votes are counted, only votes on those issues on which the shareholder (shareholder’s representative) complied with the voting procedure specified in the ballot and marked only one of the possible voting options shall be taken into account.

The AGM is entitled to consider and make decisions on agenda items if, as of the date all ballots are submitted, or as of the deadline for submitting ballots, such ballots have been duly submitted by shareholders (representatives of shareholders) included in the list of shareholders entitled to participate and vote therein, holding in aggregate fifty percent or more of the Company’s voting shares.

The list of shareholders of the Company entitled to participate and vote at the AGM shall be compiled by JSC “Central Securities Depository” based on the data of the Company’s shareholder register system.

If, after drawing up the list of shareholders entitled to participate and vote at the General Meeting of Shareholders, a person included in this list has alienated the voting shares of the Company belonging to him, the right to participate in the General Meeting of Shareholders shall be transferred to a new shareholder. In this case, the documents confirming the ownership of the shares shall be provided.

A shareholder of the Company has the right to participate in the management of the Company in the manner prescribed by Law No.415-II of the Republic of Kazakhstan “On Joint-Stock Companies” dated 13 May 2003 and (or) the Charter of the Company.

Answers to questions about the materials and the AGM holding can be obtained on business days from 9:00 a.m. to 6:30 p.m. (Astana time) by telephones: +7 (7172) 78-65-76 (in Kazakh), +7 (7172) 78-65-25 (in Russian and English), or by sending a written request to the Company.

For other questions, please contact the Company in accordance with the contact information set forth in the “Contacts” section of the Company’s website, including:

  • on issues related to investor relations:

    Telephone number: +7 7172 78 64 34
    E-mail: ir@kmg.kz

  • on media relations:

    Telephone number: +7 (7172) 78 91 49
    E-mail: press@kmg.kz