Notice on the annual general meeting of shareholders Rakhat Joint Stock Company

In connection with the Decree of the President of the Republic of Kazakhstan “On the imposition of the state of emergency in the Republic of Kazakhstan” for the period from March 16, 2020 to April 15, 2020, in order to protect the life and health of citizens who are shareholders and employees of Rakhat Joint Stock Company (hereinafter – Rakhat JSC), the Board of Directors of Rakhat JSC, as the initiator of the calling of the annual general meeting of shareholders, decided to change the date and form of the annual general meeting of shareholders previously scheduled for April 28, 2020.

In accordance with subparagraph 3) of paragraph 3 of article 37, article 41 and paragraph 1 of article 49 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies” (hereinafter – the “Law”), the Board of Directors of Rakhat JSC, as the initiator of the calling of the meeting, reports that on May 28, 2020 the annual general meeting of shareholders of Rakhat JSC will be held by absentee voting without holding the general meeting of shareholders with the following agenda:

AGENDA:

According to the paragraph 6 of article 43 of the Law, when a decision is made by the general meeting of shareholders by absentee voting, the agenda of the general meeting of shareholders cannot be changed and (or) added.

The list of shareholders entitled to participate in the general meeting of shareholders will be compiled based on the data of the register system of shareholders of Rakhat JSC as of April 17, 2020.

Materials on the issues on the agenda of the general meeting of shareholders will be ready and available for review by shareholders from April 17, 2020, at the location of the Board of Rakhat JSC, as well as on the corporate website of Rakhat JSC. If there is a request from a shareholder of Rakhat JSC, materials on the issues on the agenda of the general meeting of shareholders will be sent to it within three business days from the date of receipt of the request, and the shareholder bears the costs of making copies of documents and delivering documents.

For enquiries, call: 8 (727) 258 47 14; +7 701 374 49 62; +7 702 583 40 44 (WhatsApp)

We ask shareholders of Rakhat JSC to familiarize themselves with the following procedure for absentee voting

Participation in the annual general meeting of shareholders of Rakhat JSC through absentee voting without holding a meeting of the general meeting of shareholders will be carried out by filling the ballot for absentee voting, which will be posted:

1) on the official website of Kazakhstan stock exchange JSC and on the online resource of the financial statements depository;

2)  on the corporate website of Rakhat JSC www.rakhat.kz in the Kazakh, Russian and English languages.

At that:

1. Before voting on the issues on the agenda of the general meeting of shareholders, it is necessary to fill all the fields with information about the shareholder and its personal data on the absentee ballot.

2. In order to vote on the agenda items of the general meeting of shareholders in the absentee ballot for each agenda item of the general meeting of shareholders, it is necessary to mark or sign in one of the fields with possible voting options: “for” or “against”, or “abstained”;

3. According to the paragraph 6 of article 49 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”:

• The ballot for absentee voting must be signed by the shareholder – an individual or its representative
• A ballot for the absentee voting of a shareholder – legal entity must be signed by its head or its representative.

* A ballot without the signature of a shareholder – an individual or its representative or the head of a shareholder – a legal entity or its representative is considered invalid.

• Personal data of the shareholder – individual in the identification document, as well as details of the identity document of the shareholder – individual, indicated in the copy of the identification document of the shareholder – individual, the list of shareholders entitled to participate in the general meeting of shareholders compiled on the basis of the data of the register system of shareholders of Rakhat JSC and filled by absentee ballot by an individual or its representative must match match.
• Information about the shareholder – legal entity in its constituent documents, as well as details of its founders’ documents, indicated in copies of the constituent documents of the shareholder – legal entity, the list of shareholders entitled to participate in the general meeting of shareholders, compiled on the basis of data from the register system of shareholders Rakhat JSC and the absentee ballot filled by the legal entity shareholder must match.

*  In case of discrepancies, the absentee ballot shall be invalidated if, together with the absentee ballot, the shareholder or its representative does not provide documents confirming the change in the specified data / details in the system of registries of holders of the Central securities depository JSC (the original document or its notarized copy )

4. Shareholders must attach the following to the absentee ballot:

• shareholders – individuals (residents of the Republic of Kazakhstan, including non-residents of the Republic of Kazakhstan):

–   copy of the identity document of the shareholder; if the representative signs the ballot: a copy of the identity document of the shareholder and its representative and a copy of the document confirming the representative’s right to sign;

• shareholders – legal entities (residents of the Republic of Kazakhstan):

–   a copy of the decision of the authorized body of the shareholder – legal entity on the appointment/election of its head;

–   copy of the appointment order;

–   copy of the identity document of the head of the shareholder-legal entity;

–   in case of signing the ballot by the representative of the shareholder – legal entity:

in addition to the above-mentioned documents – copies of the identity document of the representative of the shareholder and the document confirming the right of the representative to sign.

• shareholders – legal entities (non-residents of the Republic of Kazakhstan):

–   Apostilled/legalized, if necessary, determined in accordance with the legislation of the country of residence of the shareholder, documents confirming the right to sign the ballot for absentee voting, including documents proving the identity of the person who signed the ballot for absentee voting (copies);

5. Receiving the ballot for absentee voting and necessary documents will be carried out at the actual location of the executive body of Rakhat JSC: 2a, Zenkov st., Almaty, index 050002, Republic of Kazakhstan, or using the means of postal (courier) communication (through the offices of Kazpost JSC, DHL and other courier services), which allow recording the fact of sending ballots for absentee voting and the necessary documents specified in this informational message.

Absentee ballots filled on each agenda item must be submitted to Rakhat JSC from 09:00 April 28, 2020 to 18:00 on May 27, 2020 (Nur-Sultan time).

* The date of submission of the ballot for absentee voting shall be considered the date of its registration in the office of Rakhat JSC.

6. In accordance with paragraph 3 of article 46 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”, on May 28, 2020, the ballot committee shall: determine the validity of the ballots received by absentee voting and calculate the number of valid ballots and the votes indicated therein on each agenda item; determine the quorum of the general meeting of shareholders; draw up a voting results report and transfer to the archive of the Company voting ballots and a voting results report.

7. In accordance with paragraph 6 of article 51 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”, the results of absentee voting will be communicated to shareholders by publishing them in the media.

8. In accordance with the second part of paragraph 4 of article 45 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”, in the absence of a quorum during a general meeting of shareholders by absentee voting, a repeated general meeting of shareholders is not held.

The general meeting of shareholders is held in accordance with articles of the Law of the Republic of Kazakhstan “On Joint-Stock Companies” 35, 36, 37, 39, 40, 41, 43, 44, 45, 46, 47, 49, 50, 51 and the Charter of Rakhat JSC.

The ballot for absentee voting