Decisions of Shareholder

Decisions of the general meeting of shareholder/s of “Samruk-Energy” JSC holding all voting shares of “Samruk-Energy” JSC

On July 5, 2016, the Management Board of "Sovereign Wealth Fund "Samruk-Kazyna" JSC took the decision, Minutes No.26/16:

1. To establish the Board of Directors of "Samruk-Energy" JSC in the amount of 7 (seven) members.

2. To elect the Board of Directors of  "Samruk-Energy" JSC  in the following composition:

1) Bektemirov Kuanysh Abdugalievich

2) Luca Sutera

3) Andreas Stoerzel

4) Ralph Novak

5) Satkaliyev Almassadam Maidanovich

6) Spitsyn Anatoly Tikhonovich

3. To elect Bektemirov Kuanysh Abdugalievich Chairman of “Samruk-Energy" JSC Board of Directors.

4. To set the term of office of “Samruk-Energy” JSC Board of Directors - 3 (three) years.

15th of June 2015

June 15, 2015 year Board of JSC national welfare fund Samruk-Kazyna JSC, Protocol No. 26/15 resolved:

Elect the Board of Directors of JSC "Samruk-Energy», as follows:

  1. Bektemirov Kuanysh
  2. Anatoliy Spitsyn
  3. Luca Sutera
  4. Almassadam Satkaliyev

15th of May 2015

Resolutions of the general meeting of shareholders / shareholder of "Samruk-Energy" JSC that owns all the voting shares of  "Samruk-Energy" JSC (hereinafter - the Company):

The Management Board of “Sovereign Wealth Fund “Samruk-Kazyna” JSC made a decision on May 27, 2015 (Minutes No. 22/15):

1. To approve the Code (including change in the name of the Code in respect of each legal entity):

  1. As a corporate governance code of legal entities, hundred percent of voting shares (stakes) of which belong to “Samruk-Kazyna” JSC , according to the Appendix No.1 to this resolution,  in accordance with Article 35 of the RK Law  "On joint-stock companies", this resolution is Sole shareholder resolution for these legal entities;
  2. As a corporate standard mandatory for use by legal entities, more than fifty percent of voting shares (stakes) of which directly or indirectly belong to "Samruk-Kazyna" JSC.

2. To declare invalid the existing corporate governance codes of legal entities, hundred percent of the voting shares (stakes) of which belong to "Samruk-Kazyna" JSC according to the list specified in the Appendix No.2 to this resolution.

3. To instruct the Fund’s representatives who are on Board of Directors / supervisory boards of legal entities according to Appendix No.1 to this resolution to provide the approval, in accordance with the procedure established by law, of the Code (including the corresponding change in the name of the Code in respect of each organization) as the corporate governance code of  organizations more than fifty percent of  voting shares (stakes) of which indirectly belong to “Samruk-Kazyna" JSC on the ownership right or trust management by December 31, 2015. 

22th of April 2015 The Management Board of “Sovereign Wealth Fund “Samruk-Kazyna” JSC made a decision on April 22, 2015 (Minutes No. 14/15):

1) to approve integrated annual report on "Samruk-Energy" JSC performance for 2014;

2) to approve consolidated annual financial statements of  "Samruk-Energy" JSC for 2014;

3) to approve the following order of distributing consolidated net profit for 2014 in the amount of 15 946 974 000 (fifteen billion nine hundred forty six million nine hundred seventy four thousand) tenge received at the end of 2014:

  • 4 781 072 656 (four billion seven hundred eighty one million seventy two thousand six hundred fifty six) tenge for payment of dividends to the Sole Shareholder.
  • 11 165 901 344 (eleven billion one hundred sixty five million nine hundred and one thousand three hundred forty four) tenge for leaving at the disposal of the Company.

4) to approve the dividend amount based on the results of 2014  per common share in the amount of  855 (eight hundred fifty five) tenge 99 (ninety nine) tiyn.

5)  to  pay dividends on common shares in cash through transfer to the bank account of the Company Sole Shareholder within 60 days from the date of the resolution.

6)  to take into consideration the information about absence of  Sole Shareholder complaints for actions of "Samruk-Energy" JSC and its officers in 2014.

27th of February 2015 (Minutes N 07/18) “Sovereign Wealth Fund “Samruk-Kazyna” JSC Management Board resolved:

To early terminate the powers of Ogay Alexey Vladimirovich and Rupert Andrew Woodward Goodman members of “Samruk-Energy” JSC Board of Directors.

April 29, 2014 year Board of Samruk-Kazyna "Protocol No. 21/14 decision:

Take note of the report on the implementation of the strategic plan EFFICIENCY development of JSC "Samruk-Energy";

Take note of the Report on the implementation of the investment programme JSC "Samruk-Energy";

Take note of the Report of JSC "Samruk-Energy» on the implementation of the other shareholder expectations for year 2013;

Take note of the report on the implementation of major investment projects of JSC "Samruk-Energy";

Take note of the information on the size and composition of remuneration of the members of the Board of Directors and of the Board of JSC "Samruk-Energy, achievement motivation of EFFICIENCY;

Take note of the progress report on the implementation of the development strategy of JSC "Samruk-Energy" for the year 2013.

Approval of the consolidated annual financial statements of the company for the year 2013.

Approve the following order of distribution of the consolidated net income for the year of 2013 40 853 022 000 (forty-three million eight hundred and fifty billion twenty-two thousand tenge), obtained from 2013 onwards:

1) 20% of the net income of $ 8 170 604 400 (eight billion one hundred seventy million six hundred and four thousand four hundred) tenge to pay dividends to the sole shareholder.

2) 80% of the net income of $ 32 682 417 600 (thirty-two billion six hundred and eighty two million four hundred and seventeen thousand six hundred) tenge to leave the society.

9. to approve the dividend per ordinary share amounting to 1495.5 (one thousand four hundred and ninety-five) 50 (fifty) tenge tiyn.

10. payment of dividends on ordinary shares by cashless transfer money to the bank account of the sole shareholder of the company until July 31, 2014 years.

11. take note of the absence of references to the sole shareholder of JSC "Samruk-Energy and its officers in the year 2013.

12. to approve the annual report on the Integrated results of JSC "Samruk-Energy" for the year 2013, in accordance with paragraph 5 of article 35 of the law of the Republic of Kazakhstan "on joint stock companies".


October 21, 2013 year Board of Samruk-Kazyna "Protocol No. 61/13 agreed to elect Rupert Andrew Woodward Goodman-Director-member of the Board of Directors of JSC" Samruk-Energy "for a period prior to the expiration of the term of Office of the Board of Directors of JSC" Samruk-Energy», as well as determining the amount and terms of payment of bonuses, compensation costs.


May 20, 2013 year Board of JSC national welfare fund Samruk-Kazyna JSC, Protocol No 24/13 adopted by the integrated annual report of the company for the year 2012.

May 8, 2012 year Board of JSC national welfare fund Samruk-Kazyna JSC, Protocol No. 21/12 resolved:

Determine the composition of the Board of Directors of JSC "Samruk-Energy of six members.

Elect the Board of Directors of JSC "Samruk-Energy», as follows:

1) Bektemirov Kuanysh He

2) Alexey Ogay

3) Anatoliy Spitsyn

4) Gumarbek Daukeyev

5) Luca Sutera

6) Almassadam Satkaliyev


October 24, 2011 year Board of JSC national welfare fund Samruk-Kazyna, Protocol No. 44/11 decided to elect Nurova Rope Ilyich independent Director, Member of the Board of Directors of JSC "Samruk-Energy" and determining the amount and terms of payment of bonuses, compensation for the cost of the independent Director of JSC "Samruk-Energy.


July 29, 2011 year by order of the Chairman of the Board of JSC national welfare fund Samruk-Kazyna JSC, № 62-p decided to:

1. to approve the Charter of JSC "Samruk-Energy» new edition.

2. abrogating the Charter of JSC "Samruk-Energy", approved by decision of the general meeting of shareholders of April 18, 2007 year (Protocol No. 1).


July 26, 2011 year Board of JSC national welfare fund Samruk-Kazyna, Protocol No. 34/11 decision:

1. take note of the plan for addressing the identified gaps and further improvement of the system of corporate governance in JSC "Samruk-Energy.

2. the representative of Samruk-Kazyna "JSC Board of Directors JSC" Samruk-Energy "in order to propose to the Board of Directors of JSC" Samruk-Energy "issue" on approval of the Plan to address identified gaps and further improvement of the system of corporate governance in JSC "Samruk-Energy in the 2011 year.


July 19, 2011 year Board of JSC national welfare fund Samruk-Kazyna, Protocol No. 33/11 decided to adopt a dividend policy of JSC "Samruk-Energy.


On June 15, 2011 the Board of the Sovereign Wealth Fund “Samruk-Kazyna”, (Records of proceedings #26/11” took a decision:

1. on early termination of the powers of Timur Kulibayev as Chairman of the Board of Directors of “Samruk-Energy” JSC;
2. on early termination of the powers of Daniyar Abulgazin and Duissenbai Turganov, members of the Board of Directors of “Samruk-Energy” JSC;
3. on election of Almassadam Satkaliyev and Alexei Ogai as members of the of the Board of Directors of “Samruk-Energy” JSC as representatives of a shareholder before the expiry of the term of the Board of Directors at large.


June 15, 2011 year Board of JSC national welfare fund Samruk-Kazyna, Protocol No. 26/11 decision:


On September 2, 2010 the Management Board of the Sovereign Wealth Fund “Samruk-Kazyna” JSC, (Records of Proceedings # 52/10) decided to approve the annual accounts of “Samruk-Energy” JSC for 2009. Due to losses in 2009 no dividends on ordinary shares of Samruk-Energy JSC were paid.


On August 27, 2010 the Management Board of the Sovereign Wealth Fund “Samruk-Kazyna” JSC, (Records of Proceedings # 51/10) adopted a decision on appointing an audit organization to audit the accounts of “Samruk-Energy” JSC for 2010.


On August 13, 2010 the Management Board of the Sovereign Wealth Fund “Samruk-Kazyna” JSC, (Records of Proceedings # 47/10) took a decision on early termination of the powers of Bolat Akchulakov as member of the Board of Directors of “Samruk-Energy” JSC and election of Daniyar Abulgazin as a Board member.


On April 23, 2010 the Management Board of the Sovereign Wealth Fund “Samruk-Kazyna” JSC, (Records of Proceedings # 27/10) decided to increase the number of the authorized shares of the “Samruk-Energy” JSC by 2,304,005 ordinary shares.


On May 21, 2009 the Management Board of the Sovereign Wealth Fund “Samruk-Kazyna” JSC, (Records of Proceedings # 53/09) took a decision on early termination of the powers of Kairat Kelimbetov, earlier elected as Chairman of the Board of Directors of “Samruk-Energy” JSC and appointment of Timur Kulibayev as Chairman of the Board of Directors of “Samruk-Energy” JSC.


On April 2, 2009 the Management Board of the Sovereign Wealth Fund “Samruk-Kazyna” JSC, (Records of Proceedings # 26/09), decided to increase the number of the “Samruk-Energy” JSC authorized shares by 990, 250 ordinary shares


On April 2, 2009 the Management Board of Sovereign Wealth
Fund “Samruk-Kazyna” JSC, (Records of Proceedings # 26/09) decided to elect a Board of “Samruk-Energy” JSC as follows:
1. Kairat Kelimbetov, Chairman of the Board of Directors of “Samruk- Energy” JSC
2. Bolat Akchulakov, member of the Board of Directors of “Samruk- Energy” JSC
3. Yerlan Upushev, member of the Board of Directors of “Samruk- Energy” JSC
4. Duissenbai Turganov, Independent Director, member of the Board of Directors of “Samruk-Energy” JSC
5. Gumarbek Daukeyev, Independent Director, member of the Board of Directors of “Samruk-Energy” JSC
6. Yerlan Issekeshev, Independent Director, member of the Board of Directors of “Samruk-Energy” JSC.


On October 24, 2008 the Board of Directors Kazakhstan State Assets Management Holding “Samruk”, (Records of Proceedings # 16/08), decided to increase the number of the “Samruk-Energy” JSC authorized shares by 224, 256 ordinary shares. On July 11, 2008 the Board of Directors of Kazakhstan State Assets Management Holding “Samruk”, (Records of Proceedings # 10/08), decided to increase the number of the “Samruk-Energy” JSC authorized shares by 158, 758 ordinary shares.


On January 22, 2008 the Board of Directors of Kazakhstan State Assets Management Holding “Samruk”, (Records of Proceedings # 01/08), decided to increase the number of the “Samruk-Energy” JSC authorized shares by 541,811 ordinary shares.


On November 12, 2007 by the Order of the Chairman of the Board of Directors of Kazakhstan State Assets Management Holding “Samruk” # 165-П the Code of Corporate Governance of “Samruk-Energy” JSC was approved.


On September 17, 2007 the Board of Directors of Kazakhstan State Assets Management Holding “Samruk”, (Records of Proceedings # 11/07), decided to increase the number of the “Samruk-Energy” JSC authorized shares by 1,377,647 ordinary shares.


On April 18, 2007 the Statutory Meeting of “Samruk-Energy” JSC represented by “KazTransGas” JSC and Kazakhstan State Assets Management Holding “Samruk”, (Records of Proceedings #1), took a decision to establish “Samruk-Energy” JSC, to sign the Articles of Association, Equity Capital, to determine the number of authorized shares, to confirm the Foundation, and other issues concerning the setting-up of “Samruk-Energy” JSC.

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