/KASE, April 26, 2019/ – Kazakhstan Stock Exchange joint-stock company
(hereinafter, the Exchange) with its executive body (Management Board)
located at the address: 280 Bayzakov St., 8th floor, Northern Tower of the
Almaty Towers multifunctional complex, city of Almaty, Republic of Kazakhstan,
050040, hereby informs its shareholders of convening the Annual General
Meeting of Shareholders of the Exchange (hereinafter, the AGM), which is
convened at the initiative of the Board of Directors of the Exchange (meeting
minutes No. 23 dated April 26, 2019) based on paragraph 1 of Article 35,
paragraph 1 and sub-paragraph 3) of paragraph 3 of Article 37 and Article 41
of the Law of the Republic of Kazakhstan "On Joint-Stock Companies"
(hereinafter, the Law "On Joint-Stock Companies").
The meeting will be held on May 30, 2019, at 3:00 pm Almaty time at the
address: 280 Bayzakov St., 1st floor, Northern Tower of the Almaty Towers
multifunctional complex, city of Almaty, with the following agenda:
1. On the Exchange's operations in 2018.
2. On the approval of the Exchange's annual financial statements for 2018.
3. On the procedure for the Exchange's net income distribution for 2018.
4. On choosing an audit firm to audit annual financial statements of the
Exchange for 2019.
5. On the approval of changes and amendments No. 4 to the Exchange's Charter.
6. On the approval of the change No. 2 to the Methodology for Valuation of
Shares of Kazakhstan Stock Exchange During Their Buyback.
7. On the approval of the change No. 2 to the Corporate Governance Code
of Kazakhstan Stock Exchange.
8. On the approval of changes and amendments No. 3 to the Regulations on
the Board of Directors.
9. On the shareholders' petitions related to the actions of the Exchange and
its officials and the results of their consideration.
10. On the information regarding the amounts and components of fees paid to
Board of Directors and Management Board's members of the Exchange.
11. On remuneration to Board of Directors' members in 2018.
Meeting participants will be registered on May 30, 2019 from 14:00 to 14:45
o'clock, Almaty time, at the venue.
In case of no quorum a repeated annual general meeting of KASE's shareholders
will be conducted on May 31, 2019 from 15:00 o'clock, Almaty time, at the same
address. The registration of participants of a repeated meeting will be made on
May 31, 2019 from 14:00 to 14:45 o'clock, Almaty time, at the venue.
The list of shareholders entitled to taking part in the meeting will be drawn up
as at 00:00 o'clock, Almaty time, May 15, 2019.
* * *
In accordance with sub-paragraph 1) of paragraph 4 of Article 43 of the Law
"On Joint Stock Companies", the agenda of the General Meeting of Shareholders
can be supplemented by a shareholder, who alone or together with other shareholders
owns five percent or more of the company's voting shares, or by the Board of
Directors, provided that the company's shareholders have been informed of such
amendments no later than fifteen days before the date of the General Meeting or
in accordance with the procedure established in sub-paragraph 2) of paragraph 4
of Article 43 of the Law "On Joint Stock Companies".
According to paragraph 4 of Article 44 the Law "On Joint-Stock Companies",
materials on the agenda of the General Meeting of Shareholders will be ready
and available for Shareholders no later than 10 calendar days prior to the date
of the General Meeting of Shareholders at the offices of the Board of the
Exchange and on the Exchange's corporate website at
https://www.kase.kz in
the section for shareholders of the Exchange.
The materials on the agenda of the General Meeting of Shareholders will be
sent to the Exchange's shareholder within three working days after receiving
the request provided that there is a request from that shareholder. The
Exchange shall bear the costs of production of copies of documents and their
delivery.
For further information on the General Meeting of Shareholders please call: 8
(727) 237 53 43.
We hereby offer the Exchange's shareholders to familiarize themselves with
the following procedure for conducting the General Meeting of Shareholders.
* * *
Registration of the arriving shareholders (their representatives) will be
conducted before the opening of the General Meeting of Shareholders. Please
bring yours identity documents. A representative of the shareholder must
present a power of attorney confirming his/her powers to participate and vote at
the General Meeting of Shareholders or a document confirming the right to act
without a power of attorney on behalf of a shareholder or to represent him/her.
The shareholder (shareholder's representative), who failed to get registered,
will not be not counted when determining the quorum and will not have the right
to participate in voting.
The General Meeting of Shareholders shall be opened at the time announced
in presence of a quorum.
The General Meeting of Shareholders shall elect the Chairman and the
Secretary of the General Meeting of Shareholders and shall determine the form
of voting – open or secret (by ballots).
In accordance with paragraph 1 of Article 50 the Law "On Joint Stock Companies",
voting at the General Meeting of Shareholders shall be conducted according to
the "one share, one vote" principle, except for cumulative voting when members
of the Board of Directors are elected. "One share, one vote" principle stipulates
that each person entitled to vote at the General Meeting of Shareholders shall
be provided one vote on procedural matters of holding the General Meeting of
Shareholders.
The Chairman may not prevent persons authorized to participate in discussions
on agenda items from delivering their speeches, except for the cases when
such speeches result in the breach of the procedural regulations of the General
Meeting of Shareholders or when the debates over such issue have been closed.
The General Meeting of Shareholders shall be entitled to make decisions on
adjourning and extending its work, including postponing the consideration of
certain items on agenda of the General Meeting of Shareholders to the next day.
The General Meeting of Shareholders shall be declared closed only after
consideration of all items on the agenda and taking decisions on them.
In accordance with paragraph 1 of Article 52 of the Law "On Joint Stock Companies",
the minutes of the General Meeting of Shareholders shall be drawn up and signed
within three business days after the General Meeting of Shareholders is closed.
The General Meeting of Shareholders shall be held in accordance with articles
35, 36, 37, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 50, 51 and 52 of the Law "On
Joint Stock Companies" and Article 15 of the Exchange's Charter.
[2019-04-26]