NOTICE
on holding the Annual General Meeting of Shareholders
of NC “KazMunayGas” JSC
‘National Company “KazMunayGas” Joint Stock Company (hereinafter referred to as the Company or NC “KazMunayGas” JSC), with the location of the executive body of Company at: Non-residential premise-1, Building 8, Dinmukhamed Konayev Str., Yessil District, Astana, Republic of Kazakhstan, hereby notifies its shareholders on holding the Annual General Meeting of Shareholders of NC KazMunayGas JSC by mixed (in-person and absentee) voting (hereinafter - AGM) at the initiative of the Board of Directors of the Company (Minutes No.7/2025 dated April 10-11, 2025).
The date of the AGM: 29 May 2025.
The time of the AGM: 3:00 p.m. (Astana time).
Venue of the AGM: Conference Room, Floor 2, Non-residential premise-1, Building 8, Dinmukhamed Konayev Str., Yessil District, Astana.
The proposed agenda of the AGM is as follows:
1. On approval of the audited annual financial statements of NC KazMunayGas JSC for 2024.
2. On the procedure for distribution of net income of NC KazMunayGas JSC for 2024 and the amount of dividend per one common share of NC KazMunayGas JSC.
3. On appeals of shareholders on actions of NC KazMunayGas JSC and its officials in 2024 and the results of their consideration.
4. On amendments and additions to the Regulations on the Board of Directors of NC KazMunayGas JSC.
Due to holding the AGM by mixed (in-person and absentee) voting, in the order established by the legislation of the Republic of Kazakhstan and the Charter of the Company, the agenda of the AGM cannot be changed and (or) supplemented.
The list of shareholders entitled to participate and vote at the AGM will be compiled by Central Securities Depository Joint Stock Company on the basis of data from the Company's shareholder register system as of 00:00 a.m. on 29 April 2025 (Astana time).
In the absence of quorum, the second AGM will be held on 30 May 2025 at 3:00 p.m. (Astana time) at the above address and within the above agenda.
Materials on the AGM agenda issues will be ready and available for shareholders’ familiarization no later than 10 (ten) calendar days (according to the legislation of the Republic of Kazakhstan) prior to the date of the AGM, in the Company’s building at the address: Office No.1107, Floor 11, Non-residential premise-1, Building 8, Dinmukhamed Konayev Str., Yessil District, Astana, Z05H9E8, Republic of Kazakhstan, on working days from 9:00 a.m. to 6:30 p.m. (Astana time).
In addition, materials on the AGM agenda items will be posted on the Company’s corporate web site, taking into account the protection of confidential information.
In the event of a request from a shareholder of the Company, materials on the AGM agenda items will be sent to such shareholder within 3 (three) working days from the date of receipt of the request, with such shareholder bearing the cost of making copies of documents and delivery of documents.
Shareholders’ enquiries are accepted at the Company’s location in accordance with the procedure established by the legislation of the Republic of Kazakhstan.
- ABSENTEE VOTING BALLOT OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF JSC NC “KAZMUNAYGAS”
- MATERIALS FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NC ''KAZMUNYAGAS'' JSC
Answers to questions on materials, as well as on holding the AGM, can be received on working days from 9:00 to 18:30 Astana time by phone:
+7 (7172) 78-65-76 (in Kazakh);
+7 (7172) 78-65-25, +7 (7172) 78-61-86 (in Russian and English);
or by sending a written enquiry to the Company.
For other matters, shareholders may contact the Company in accordance with the contact information provided in the Contacts section of the Company’s corporate website, including:
on investor relations:
telephone: +7 (7172) 78-64-34
e-mail: ir@kmg.kz
on issues related to interaction with mass media:
phone: +7 (7172) 78-91-49
e-mail: press@kmg.kz
Procedure for holding the General Meeting of Shareholders
Registration of shareholders for participation in the AGM will be held from 11:00 a.m. (Astana time) to 1:00 p.m. (Astana time) on May 29 (in case of postponement - May 30), 2025.
In order to register for the AGM, you must bring your ID card, a power of attorney for participation in the AGM with the right to vote (for proxies), and a document confirming the right to own shares, namely, an extract from your personal account.
If, after the list of shareholders entitled to participate and vote at the General Meeting of Shareholders has been compiled, a person included in the list alienates his/her voting shares in the Company, the right to participate in the AGM will be transferred to the new shareholder.
The AGM will be held at the office of the Company, in the presence of shareholders or their representatives, as well as certain employees and all or some members of the Management Board and the Board of Directors of the Company.
Decisions on AGM agenda items are made by mixed (in-person and absentee) voting in order to enable the Company's shareholders to freely exercise their rights to participate in the management of the Company.
After the shareholders have made decisions on the AGM agenda items, the results of the AGM will be summarised and then published in accordance with the established procedure.
In order to receive simultaneous interpretation at the AGM in Kazakh/Russian/English, shareholders should bring a smartphone with the Zoom application and headphones.
Procedures for absentee voting
1. The notice of the forthcoming AGM, as well as the absentee voting ballot, are available on the Company's website and the website of the financial statements depositary (www.dfo.kz).
2. The start date for the submission of ballots for counting the results of the absentee voting is 19 May 2025.
3. In the case described in clause 18 of the Absentee Ballot Procedures of this Notice, the date of commencement of submission of ballots for counting the results of absentee voting is 29 May 2025.
4. The closing date for submission of ballots for counting the results of absentee voting is 29 May 2025 until 1:00 p.m. (Astana city time).
5. Date of counting the results of absentee voting - 29 May 2025 until 2:30 p.m. (Astana city time).
6. The original ballot for absentee voting should be sent by post or provided by hand to the Company's office at the address: Non-residential premise-1, Building 8, Dinmukhamed Konayev Str., Yessil District, Astana, Z05H9E8, Republic of Kazakhstan, until 1:00 p.m. on 29 May 2025 (Astana time).
7. In the case described in clause 18 of the Absentee Ballot Procedures of this Notice, the original absentee ballot must be submitted to the Counting Committee of the AGM at the address: Non-residential premise-1, Building 8, Dinmukhamed Konayev Str., Yessil District, Astana, Z05H9E8, Republic of Kazakhstan, until 1:00 p.m. on 29 May 2025 (Astana time).
8. The shareholder should also submit a copy of the identity document, as well as a copy of the document confirming the right to own the shares, namely – the copy of the extract from the personal account.
9. In case the ballot for absentee voting is signed by the head of the shareholder-legal entity, it is necessary to submit copies of documents on election or appointment to the position of the first head of the shareholder-legal entity, as well as a copy of the identity document.
10. In case the ballot for absentee voting is signed by the representative of the shareholder-legal entity, a copy of the power of attorney or other document confirming the powers of the representative of the shareholder-legal entity shall be attached to the ballot for absentee voting.
11. If the absentee voting ballot is signed by the shareholder's representative, 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.
12. Shareholders voting by sending an absentee voting ballot shall specify in it their surname, name, patronymic / name of a legal entity, number of voting shares and select only one of the voting options for each agenda item.
13. The absentee voting ballot shall be signed by an individual shareholder (representative of an individual shareholder) indicating information on his/her identity document (ID card/passport number, date of issue, issuing authority and individual identification number (IIN).
14. The absentee voting ballot of a shareholder-legal entity shall be signed by its head (representative of the shareholder-legal entity).
15. A ballot paper without the signature of an individual shareholder or the head of a legal entity shareholder or a representative of an individual shareholder or a representative of a legal entity shareholder shall be deemed invalid.
16. When counting votes, votes on those issues will be taken into account, on which the shareholder (shareholder representative) complied with the voting procedure defined in the ballot paper and marked only one of the possible voting options.
17. If a shareholder who has previously sent a voting ballot arrives to participate and vote at the AGM, his/her previously sent ballot will not be taken into account when determining the quorum of the AGM and counting votes on the agenda items.
18. Shareholders who arrived to participate and vote at the AGM after the number of shareholders who have registered to participate and vote at the AGM, which corresponds to the number of seats in the AGM room, will be provided by the Counting Committee of the AGM with absentee voting ballots, which such shareholders will need to fill in and submit to the Counting Committee of the AGM within the timeframe provided for in clause 7 of the Absentee Ballot Procedures of this Notice.
19. The AGM shall be held in accordance with Articles 35 – 52 of the Law of the Republic of Kazakhstan dated 13 May 2003 No.415-II ‘On Joint Stock Companies’.