12.06.20
18:23

Results of the Adjourned Annual General Shareholders' Meeting of the Central Securities Depository held on May 29, 2020

Central Securities Depository JSC (the Central Securities Depository) informs that the following decisions have been made at the Adjourned Annual General Shareholders’ Meeting (hereinafter – the Meeting), held on May 29, 2020:

On the first agenda item of the Meeting "Concerning the Central Securities Depository’s activities for 2019"

1. To recognize the performance of the Board of Directors and the Management Board of the Central Securities Depository in 2019 as satisfactory.

2. To take note of the Central Securities Depository’s Annual Report for 2019.

On the second agenda item of the Meeting "Concerning approval of the Central Securities Depository’s Financial Statements for 2019"

To approve the Central Securities Depository’s Financial Statements for 2019 and to entrust the Central Securities Depository’s Management Board to publish the Financial Statements at its website (www.kacd.kz), as well as at Financial Statements Depository in compliance with the legislation of the Republic of Kazakhstan.

On the third agenda item of the Meeting "Concerning 2019 net income (profit) distribution procedure of the Central Securities Depository"

Keep net income (profit) of the Central Securities Depository for 2019 in the amount of KZT 787,709,841.97 on the Central Securities Depository’s shareholders’ equity side, directing it to the Central Securities Depository’s development stipulating, including, investing the Central Securities Depository’s own assets by the National Bank of the Republic of Kazakhstan (as the trustee) into financial instruments under the contract of trust management of the client’s assets dated August 14, 2018 No. 387НБ, concluded between the Central Securities Depository and the National Bank of the Republic of Kazakhstan.

On the fourth agenda item of the Meeting "Concerning appeals of shareholders in respect of the actions of the Central Securities Depository and its officials, as well as results of its review thereof"

To take note of information of no appeals of shareholders in respect of the actions of the Central Securities Depository and its officials in 2019.

On the fifth agenda item of the Meeting "Concerning information on the amount and structure of remuneration to the members of the Board of Directors and the Management Board of the Central Securities Depository"

To take note of information on the amount and structure of remuneration to the members of the Board of Directors and the Management Board of the Central Securities Depository.

On the sixth agenda item of the Meeting "Concerning remuneration of the members of the Board of Directors – independent directors according to the results of 2019"

To determine amount of remuneration of the members of the Board of Directors – independent directors according to the results of 2019.

On the seventh agenda item of the Meeting "Concerning approval of the amendments No.1 to the Charter of the Central Securities Depository"

1. To approve the amendments No.1 to the Charter of the Central Securities Depository.

2. To authorize the Central Securities Depository’s President (or a person replacing the President) to sign the amendments No.1 to the Charter of the Central Securities Depository.

3. To replace the words "President" and "Vice-President" (as a position of the head of the Central Securities Depository’s executive body and his/her deputy (s) in various cases with the words "Chairman of the Management Board", "Deputy Chairman of the Management Board" in the corresponding cases in all internal documents of the Central Securities Depository, approved by the resolutions of the General Shareholders’ Meeting of the Central Securities Depository.

On the eighth agenda item of the Meeting "Concerning approval of the amendments No.2 to the Methods for Shares Pricing during Repurchase"

To approve the amendments No.2 to the Methods for Shares Pricing during Repurchase with enactment of the amendments from the first business day following the day of this decision-making.

On the ninth agenda item of the Meeting "Concerning composition of the Central Securities Depository’s Board of Directors"

1. To define composition of the Board of Directors consisting of six persons, including the representative of the authorized body on regulation, control and financial market and financial organizations surveillance, two independent directors of the Central Securities Depository, two representatives of the Central Securities Depository’s shareholders, the representative of the Central Securities Depository’s Management Board.

2. To reelect Yeszhan Birtanov as the member of the Board of Directors as the representative of the Central Securities Depository’s shareholder (the National Bank of the Republic of Kazakhstan) with term of powers, expiring simultaneously with term of powers of the rest members of the Board of Directors, to wit as of the day of holding Annual General Shareholders’ Meeting of the Central Securities Depository in 2022.

3. To define the following composition of the Board of Directors taking into account 1 and 2 paragraphs of the resolution:

1) Yeszhan Birtanov – the representatives of the Central Securities Depository’s shareholder;

2) Azamat Joldasbekov — the Central Securities Depository’s Independent Director;

3) Farkhad Karagusov — the Central Securities Depository’s Independent Director;

4) Idel Sabitov — the representatives of the Central Securities Depository’s shareholder;

5) Mariya Khadzhieva — the representative of the authorized body on regulation, control and financial market and financial organizations surveillance;

6) Chairman of the Central Securities Depository’s Management Board (after election in appropriate manner).

4. By amending the resolution of the Annual General Shareholders Meeting of the Central Securities Depository (the minutes No. 1 dated May 30, 2019) on item “Concerning defining the quantitative composition and authorities period of the Central Securities Depository’s Board of Directors, on election of the members of the Central Securities Depository’s Board of Directors, on amounts of fixed monthly remunerations of the members of the Central Securities Depository’s Board of Directors” to set fixed monthly remuneration to each Independent Director of the Central Securities Depository from the January 1, 2020.

5. By amending the resolution of the Annual General Shareholders Meeting of the Central Securities Depository (the minutes No. 1 dated May 30, 2019) on item “Concerning defining the quantitative composition and authorities period of the Central Securities Depository’s Board of Directors, on election of the members of the Central Securities Depository’s Board of Directors, on amounts of fixed monthly remunerations of the members of the Central Securities Depository’s Board of Directors” to set the conditions, amount and procedure of paying additional remuneration from the January 1, 2020 to each member of the Board of Directors — Independent Director of the Central Securities Depository for participation in the Board of Directors Committees.

On the tenth agenda item of the Meeting "Concerning termination of employment agreement with Bakhytzhan Kapyshev the President of the Central Securities Depository”

To entrust the Chairman of the Board of Directors on behalf of the Central Securities Depository to terminate employment agreement with Bakhytzhan Kapyshev the President of the Central Securities Depository from June 1, 2020.