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Voting results of the annual General Meeting of Shareholders of JSC NC "KazMunayGas"

09.06.2023


June 9, 2023

 

Voting results of the annual General Meeting of Shareholders of JSC NC "KazMunayGas"

National Company “KazMunayGas” JSC (hereinafter – NC “KazMunayGas” JSC, KazMunayGas, KMG or the Company) has published the results of voting on each key issue included in the agenda of the meeting of the annual General Meeting of Shareholders (hereinafter – AGMS) held on May 30, 2023. The voting results were summed up on June 2, 2023.

At the time of the AGMS, the total number of outstanding shares was 610,119,492. According to the list of shareholders as of April 29, 2023, as well as information about the owners of shares in nominee holding, the total number of voting shares of the Company amounted to 591,819,316 ordinary shares, which is 97% of the total number of the Company’s voting shares voted at the AGMS.

The notice of the AGMS was published on April 28, 2023. Materials on the issues on the agenda of the AGMS were available to shareholders for review no later than 10 (ten) working days before the date of the AGMS. No queries on the materials of the AGMS were received from shareholders within the established time frame.

Shareholders voted and decisions were made on each key issue included in the agenda of the AGMS meeting.

Decisions

For

%

Against

%

Abstained

%

1.               On the composition of the Board of Directors of NC “KazMunayGas” JSC.

591,819,316

0.00%

0

0.00%

0

0.00%

2.                On approval of the annual financial statements of NC “KazMunayGas” JSC for 2022.

591,819,316

0.00%

0

0.00%

0

0.00%

3.                On the order of distribution of the net income of NC “KazMunayGas” JSC for 2022 and the dividend amount per common share of NC “KazMunayGas” JSC.

591,819,316

0.00%

0

0.00%

0

0.00%

4.                Appeals from shareholders about actions committed in 2022 by NC “KazMunayGas” JSC or any of its officers, and results of consideration of those.

591,819,316

0.00%

0

0.00%

0

0.00%

5.                On approval of the new version of the Charter of NC “KazMunayGas” JSC.

591,819,316

0.00%

0

0.00%

0

0.00%

6.                On approval of the new version of the Regulation on the Board of Directors of NC “KazMunayGas” JSC.

591,819,316

0.00%

0

0.00%

0

0.00%

7.                On amending the decision of the entity holding all the voting shares of NC “KazMunayGas” JSC dated 20 January 2022 (Minutes No.05/22) on the issue “On determining audit firm performing audit of the financial statements of NC “KazMunayGas” JSC for 2022-2024 and the amount of payment for its services”.

591,819,316

0.00%

0

0.00%

0

0.00%

 

On the approval of the annual financial statements for 2022

KMG's annual financial statements for 2022 were approved based on the results of voting at the AGMS.

The consolidated financial statements, as well as the Company’s financial and operational results for 2022 were published and discussed during a public call held by the Company on March 15 of this year.

On the payment of dividends for 2022

Shareholders, guided by the Company’s dividend policy, based on the audited financial results for 2022, approved dividend payment in the amount of 491,71 tenge (four hundred ninety one tenge seventy one tiyn) per one ordinary share of KazMunayGas, to be paid from 2022 net income. The total amount of dividends to be paid is equivalent to approximately 300 billion tenge.

The payment of dividends based on the 2022 results will begin on June 20, 2023 to shareholders of record as of May 31, 2023 at 00:00 local time (GMT + 6).

On the composition of the Board of Directors of NC KazMunayGas JSC

Based on the voting results of the AGMS, the powers of Independent Director Timothy Glen Miller were terminated ahead of schedule, with the election of Arman Argingazin as a new KMG’s Board member. The Board is therefore currently composed of 8 (eight) members

As a new Independent Director with 8 years of experience in areas such as organization of transactions in the debt capital markets, equity capital markets, as well as support and organization of transactions on mergers and acquisitions, Mr. Argingazin certifies that there are no such details to be disclosed in accordance with sub-clause d), e), f) and g) of clause 1.6 of Guide to Continuing Obligations of Companies admitted to the AIX Official list.

Moreover, Mr. Arman Argingazin has been member of the following companies in the last five years:

-        2011 – 2018: Member of the Board of Directors – Independent Nonexecutive Director, “Tau-Ken Samruk” National Mining Company” JSC;

-        from 2021 to present time: Member of the Board of Directors – Independent Nonexecutive Director, “Kedentransservice” JSC;

-        at present: Member of the Board of Directors – Independent Director, “Investment Bank of Kazakhstan” JSC

Full biography of new elected Board member of KazMunayGas will be available in the Company’s website www.kmg.kz

On approval of the new version of the Charter of NC “KazMunayGas” JSC

As a result of the meeting, the annual General Meeting of Shareholders of KazMunayGas approved the new version of the charter of NC “KazMunayGas” JSC and revoke the Charter of NC “KazMunayGas” JSC, approved by the resolution of the person owning all voting shares of KMG (the resolution of Samruk-Kazyna JSC’s Management Board of April 22, 2016, minutes No. 13/16) from the time of due registration of the restated Charter.

 

New version of the Charter of NC “KazMunayGas” JSC will be available in the Company’s website www.kmg.kz

 

 

For all questions of the annual General Meeting of Shareholders and the Company's activities, please refer to the contacts listed below and the Company's website www.kmg.kz. All necessary explanations and comments will be provided in due course.

 

For further information, please visit

https://www.kmg.kz/en

 

 

Contacts:      

ir@kmg.kz

Tel: +7 (7172) 78 64 34

 

About JSC National Company KazMunayGas:

JSC National Company KazMunayGas is Kazakhstan's leading vertically integrated oil and gas company, operating assets across the entire production cycle from the exploration and production of hydrocarbons to transportation, refining and specialised services. Established in 2002, the Company represents the government’s interests in the national oil and gas industry.

 

KMG’s main assets are as follows:

 

Upstream: Ozenmunaigas (OMG) – 100%, Embamunaigas (EMG) – 100%, Kazakhturkmunai (KTM) – 100%, KazMunayTeniz – 100%, Urikhtau (UO) – 100%, Mangistaumunaigaz (MMG) – 50%, Kazgermunai (KGM) – 50%, Karazhanbasmunai (KBM) – 50%, KazakhOil Aktobe (KOA) – 50%, Petrokazakhstan Inc (PKI) – 33%, Tengizchevroil (TCO) – 20%, Kashagan – 16.88%, Karachaganak (KPO) – 10%.

 

Midstream: KazTransOil – 90%, Kazakhstan China Pipeline (KCP) – 50%, Munai Tas – 51%, Batumi Oil Terminal – 100%, CPC – 20.75%, Kazmortransflot – 100%.

 

Downstream: Pavlodar refinery – 100%, Atyrau refinery – 99.53%, Shymkent refinery – 49.72%, KMG International – 100%, Petromidia refinery – 54.63%, Vega refinery – 54.63%, Petromidia refinery – 54.63%, Vega refinery – 54.63%, Kazakhstan Petrochemical Industries Inc. – 49.5%.

 

 

 

JSC NC KazMunayGas


June 9, 2023

 

Voting results of the annual General Meeting of Shareholders of JSC NC "KazMunayGas"

National Company “KazMunayGas” JSC (hereinafter – NC “KazMunayGas” JSC, KazMunayGas, KMG or the Company) has published the results of voting on each key issue included in the agenda of the meeting of the annual General Meeting of Shareholders (hereinafter – AGMS) held on May 30, 2023. The voting results were summed up on June 2, 2023.

At the time of the AGMS, the total number of outstanding shares was 610,119,492. According to the list of shareholders as of April 29, 2023, as well as information about the owners of shares in nominee holding, the total number of voting shares of the Company amounted to 591,819,316 ordinary shares, which is 97% of the total number of the Company’s voting shares voted at the AGMS.

The notice of the AGMS was published on April 28, 2023. Materials on the issues on the agenda of the AGMS were available to shareholders for review no later than 10 (ten) working days before the date of the AGMS. No queries on the materials of the AGMS were received from shareholders within the established time frame.

Shareholders voted and decisions were made on each key issue included in the agenda of the AGMS meeting.

Decisions

For

%

Against

%

Abstained

%

1.               On the composition of the Board of Directors of NC “KazMunayGas” JSC.

591,819,316

0.00%

0

0.00%

0

0.00%

2.                On approval of the annual financial statements of NC “KazMunayGas” JSC for 2022.

591,819,316

0.00%

0

0.00%

0

0.00%

3.                On the order of distribution of the net income of NC “KazMunayGas” JSC for 2022 and the dividend amount per common share of NC “KazMunayGas” JSC.

591,819,316

0.00%

0

0.00%

0

0.00%

4.                Appeals from shareholders about actions committed in 2022 by NC “KazMunayGas” JSC or any of its officers, and results of consideration of those.

591,819,316

0.00%

0

0.00%

0

0.00%

5.                On approval of the new version of the Charter of NC “KazMunayGas” JSC.

591,819,316

0.00%

0

0.00%

0

0.00%

6.                On approval of the new version of the Regulation on the Board of Directors of NC “KazMunayGas” JSC.

591,819,316

0.00%

0

0.00%

0

0.00%

7.                On amending the decision of the entity holding all the voting shares of NC “KazMunayGas” JSC dated 20 January 2022 (Minutes No.05/22) on the issue “On determining audit firm performing audit of the financial statements of NC “KazMunayGas” JSC for 2022-2024 and the amount of payment for its services”.

591,819,316

0.00%

0

0.00%

0

0.00%

 

On the approval of the annual financial statements for 2022

KMG's annual financial statements for 2022 were approved based on the results of voting at the AGMS.

The consolidated financial statements, as well as the Company’s financial and operational results for 2022 were published and discussed during a public call held by the Company on March 15 of this year.

On the payment of dividends for 2022

Shareholders, guided by the Company’s dividend policy, based on the audited financial results for 2022, approved dividend payment in the amount of 491,71 tenge (four hundred ninety one tenge seventy one tiyn) per one ordinary share of KazMunayGas, to be paid from 2022 net income. The total amount of dividends to be paid is equivalent to approximately 300 billion tenge.

The payment of dividends based on the 2022 results will begin on June 20, 2023 to shareholders of record as of May 31, 2023 at 00:00 local time (GMT + 6).

On the composition of the Board of Directors of NC KazMunayGas JSC

Based on the voting results of the AGMS, the powers of Independent Director Timothy Glen Miller were terminated ahead of schedule, with the election of Arman Argingazin as a new KMG’s Board member. The Board is therefore currently composed of 8 (eight) members

As a new Independent Director with 8 years of experience in areas such as organization of transactions in the debt capital markets, equity capital markets, as well as support and organization of transactions on mergers and acquisitions, Mr. Argingazin certifies that there are no such details to be disclosed in accordance with sub-clause d), e), f) and g) of clause 1.6 of Guide to Continuing Obligations of Companies admitted to the AIX Official list.

Moreover, Mr. Arman Argingazin has been member of the following companies in the last five years:

-        2011 – 2018: Member of the Board of Directors – Independent Nonexecutive Director, “Tau-Ken Samruk” National Mining Company” JSC;

-        from 2021 to present time: Member of the Board of Directors – Independent Nonexecutive Director, “Kedentransservice” JSC;

-        at present: Member of the Board of Directors – Independent Director, “Investment Bank of Kazakhstan” JSC

Full biography of new elected Board member of KazMunayGas will be available in the Company’s website www.kmg.kz

On approval of the new version of the Charter of NC “KazMunayGas” JSC

As a result of the meeting, the annual General Meeting of Shareholders of KazMunayGas approved the new version of the charter of NC “KazMunayGas” JSC and revoke the Charter of NC “KazMunayGas” JSC, approved by the resolution of the person owning all voting shares of KMG (the resolution of Samruk-Kazyna JSC’s Management Board of April 22, 2016, minutes No. 13/16) from the time of due registration of the restated Charter.

 

New version of the Charter of NC “KazMunayGas” JSC will be available in the Company’s website www.kmg.kz

 

 

For all questions of the annual General Meeting of Shareholders and the Company's activities, please refer to the contacts listed below and the Company's website www.kmg.kz. All necessary explanations and comments will be provided in due course.

 

For further information, please visit

https://www.kmg.kz/en

 

 

Contacts:      

ir@kmg.kz

Tel: +7 (7172) 78 64 34

 

About JSC National Company KazMunayGas:

JSC National Company KazMunayGas is Kazakhstan's leading vertically integrated oil and gas company, operating assets across the entire production cycle from the exploration and production of hydrocarbons to transportation, refining and specialised services. Established in 2002, the Company represents the government’s interests in the national oil and gas industry.

 

KMG’s main assets are as follows:

 

Upstream: Ozenmunaigas (OMG) – 100%, Embamunaigas (EMG) – 100%, Kazakhturkmunai (KTM) – 100%, KazMunayTeniz – 100%, Urikhtau (UO) – 100%, Mangistaumunaigaz (MMG) – 50%, Kazgermunai (KGM) – 50%, Karazhanbasmunai (KBM) – 50%, KazakhOil Aktobe (KOA) – 50%, Petrokazakhstan Inc (PKI) – 33%, Tengizchevroil (TCO) – 20%, Kashagan – 16.88%, Karachaganak (KPO) – 10%.

 

Midstream: KazTransOil – 90%, Kazakhstan China Pipeline (KCP) – 50%, Munai Tas – 51%, Batumi Oil Terminal – 100%, CPC – 20.75%, Kazmortransflot – 100%.

 

Downstream: Pavlodar refinery – 100%, Atyrau refinery – 99.53%, Shymkent refinery – 49.72%, KMG International – 100%, Petromidia refinery – 54.63%, Vega refinery – 54.63%, Petromidia refinery – 54.63%, Vega refinery – 54.63%, Kazakhstan Petrochemical Industries Inc. – 49.5%.

 

 

 

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