NOTIFICATION OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS OF RAKHAT JOINT-STOCK COMPANY

Under the Article 35, Clause 1 and sub-clause 3) Article 37, Clause 3, Article 41 and Article 49 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”, the Board of Directors of Rakhat JSC, as the initiator of the convocation of the meeting, informs  that on April 29, 2021, the annual general meeting of Shareholders of Rakhat JSC will be held by absentee ballot without holding a session of the Shareholders General Meeting (hereinafter referred to as the Shareholders General Meeting).

The list of Shareholders entitled to participate in the Shareholders General Meeting will be compiled on the basis of data from the register system of shareholders of Rakhat JSC   as of April 01, 2021.

Agenda of the Shareholders General Meeting:

1. On approval of the agenda of the Meeting;
2. On composition of the Ballot Committee of the Annual General Meeting;
3. On change of name of Rakhat JSC;
4. On approval of the restated Charter;
5. On approval of the audited and consolidated financial statements of Rakhat JSC for 2020;
6. On approval of the procedure for distribution of net income of Rakhat JSC for 2020. On decision making on the payment of dividends on ordinary shares. On approval of the dividend’s amount per one ordinary share of Rakhat JSC;
7. On early termination of the powers of a member of the Board of Directors of Rakhat JSC – Baek Kwanghyeon;
8. On election of a new member of the Board of Directors of Rakhat JSC;
9. On Shareholders appeals to the actions of Rakhat JSC and its officials and the results of their consideration in 2020.

Under the Clause 6 of Article 43 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”, the agenda of the Shareholders General Meeting can not be amended and/or supplemented in decision making by the Shareholders General Meeting by absentee ballot.

Materials on item on the agenda of the Shareholders General Meeting are available for review by Shareholders at the location of the Management Board of Rakhat JSC, as well as on the corporate website of Rakhat JSC under the following links: www.rakhat.kz on March 29 2021.

If there is a request from a Shareholder of Rakhat JSC, the materials on agenda of the Shareholders General Meeting will be sent to him within three working days from the date of receipt of the request, provided that the costs for making documents copies and documents delivery are paid by the Shareholder.

Information regarding the holding of the Shareholders General Meeting can be found by calling: 8 (727) 258-47-14, 8-702 583 4044.

The Shareholders of Rakhat JSC are kindly requested to familiarize themselves with the following absentee ballot procedures. 

Participation in the annual Shareholders General Meeting of Rakhat JSC by absentee ballot without holding a session of the Shareholders General Meeting will be carried out by filling out an Absentee Ballot Form, which will be posted together with the Notification of the Shareholders General Meeting:

1. On the official website of Kazakhstan Stock Exchange JSC and on the Internet resource of the financial statements depository;
2. On the corporate website of Rakhat JSC in Kazakh, Russian and English.

In accordance with Clause 18.4. of Article 18 of the Charter of Rakhat JSC, a notification of the Shareholders General Meeting is carried out by placing information in the “Yegemen Kazakhstan” and “Kazakhstanskaya Pravda” newspapers no later than forty-five calendar days before the date of the Shareholders General Meeting.

Provided that:

1. Before voting on the items on the agenda of the Shareholders General Meeting, it is necessary to fill in all the fields available in the Absentee Ballot Form with information on the shareholder and his personal data.

2. In order to vote on the items on the agenda of the Shareholders General Meeting it is necessary to put a mark or signature in one of the boxes with possible voting options “in favor”, “against” or “abstained” in the Absentee Ballot Form for each item on the agenda of the Shareholders General Meeting;

3. Under the Clause 6 of Article 49 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”:

• The Absentee Ballot Form shall be signed by an Individual Shareholder or his representative;
• The Absentee Ballot Form of a Corporate Shareholder shall be signed by his Manager or his representative;

*          The Absentee Ballot Form without the signature of an Individual Shareholder or his representative or the Manager of a Corporate Shareholder or his representative shall be deemed invalid.

• Personal data of an Individual Shareholder in a document proving his identity, as well as details of an identity document of an Individual Shareholder specified in a copy of an Individual Shareholder’s identity document, a list of shareholders entitled to take part in the Shareholders General Meeting compiled on the basis of data of the register system of the Shareholders of Rakhat JSC, and the Absentee Ballot Form filled in by an Individual Shareholder or his representative;
• Data on a Corporate Shareholder in his constituent documents, as well as details of its constituent documents specified in copies of constituent documents of a Corporate Shareholder, the list of Shareholders entitled to participate in the Shareholders General Meeting, compiled on the basis of data of the register system of the Shareholders of JSC Rakhat, and the Absentee Ballot Form filled in by a Corporate Shareholder shall be matched.

*          If there are discrepancies, the Absentee Ballot Form shall be invalidated if, together with the absentee ballot, the Shareholder or his representative does not provide documents confirming the amendments in the specified data/details in the system of the Shareholders of the Central Securities Depository JSC (original document or its notarized copy ).

4. The Shareholders shall attach the following documents to the Absentee Ballot Form:

• Individual Shareholders (residents of the Republic of Kazakhstan, including non-residents of the Republic of Kazakhstan):

• a copy of the Shareholder’s identity document; in case of signing the Absentee Ballot Form by his representative: copies of the document proving the identity of the Shareholder and his representative and a copy of the document confirming the right of the representative to sign;

• Corporate Shareholders (residents of the Republic of Kazakhstan):

• a copy of the decision of a Corporate Shareholder’s authorized body on appointment/election of its Manager;
• a copy of the assignment order;
• a copy of the identity document of a Corporate Shareholder’s Manager;
• if the Absentee Ballot Form is signed by a representative of a Corporate Shareholder:

in addition to the aforesaid documents – copies of the identity document of the shareholder’s representative and the document confirming the right of the representative to sign.

• Corporate Shareholders (non-residents of the Republic of Kazakhstan):

• apostilled/legalized, documents confirming the right to sign the Absentee Ballot Form if necessary, as determined by the legislation of the Shareholder’s residence country, including documents proving the identity of a person who signed the Absentee Ballot Form (copies);

5. Acceptance of the Absentee Ballot Form and the necessary documents will be carried out at the actual location of the executive body of Rakhat JSC:

2a, Zenkov street, Almaty city, 050002 index, Republic of Kazakhstan or using means of postal (including courier) communication (through the offices of Kazpost JSC, DHL and other courier services), allowing to record the fact of sending the Absentee Ballot Form and the necessary documents specified in this information message.

The Absentee Ballot Forms filled in for each item on the agenda shall be submitted to Rakhat JSC from 09:00 a.m. on March 29, 2021 to 6:00 p.m. on April 28, 2021 (Nur-Sultan time).

*          The submission date of the Absentee Ballot Form shall be the date of its registration in the office of Rakhat JSC.

6. Under the Clause 3 of Article 46 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies” on April 29, 2021, the Ballot Committee shall:

• determine the validity of the received Absentee Ballot Forms and count the number of valid Absentee Ballot Forms and the votes indicated in them for each item on the agenda;
• determine the presence of quorum of the Shareholders General Meeting;
• draw up a Voting Results Minutes and transfer Absentee Ballot Forms and the Voting Results Minutes to the archives of the Company.

7. Under the Clause 6 of Article 51 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”, the absentee ballot results will be communicated to Shareholders through their publication in the media.

8. Under the part two of Clause 4 of Article 45 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”, in the absence of quorum during the Shareholders General Meeting by absentee ballot, the adjourned Shareholders General Meeting is not held.

The Shareholders General Meeting is held under the 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.

We look forward to welcoming the Shareholders of Rakhat JSC to take part in the annual General Meeting of the Shareholders of Rakhat JSC by absentee ballot without holding a session of the Shareholders General Meeting.

The ballot for absentee voting

Board of Directors  Rakhat JSC