JSC “National Company “KazMunayGas” (hereinafter – JSC) informs of the approval by the Board of Directors of JSC of a resolution in connection to a major transaction on 2nd of November 2015.
On 6 August 2015, trading was held at JSC “Kazakhstan Stock Exchange” by the English trading method on sale of 58 420 748 (fifty-eight million four hundred twenty thousand seven hundred forty-eight) of ordinary shares of JSC NC “KazMunayGas”, amounting to 10% + 1 share. At the close of trading, the National Bank of the Republic of Kazakhstan was pronounced the winner. The amount of the transaction made up KZT 750 000 000 000 (seven hundred and fifty billion tenge).
- following the results of 2006 the dividend amount per one ordinary share made up KZT 27.73, total received and paid dividends in the amount of KZT 8,766,059,040;
- following the results of 2007 the dividend amount per one ordinary share made up KZT 92.40, total received and paid dividends in the amount of KZT 29,209,331,;
- following the results of 2008 the dividend amount per one ordinary share made up KZT 92.59, total received and paid dividends in the amount of KZT 29,268,028 100;
- following the results of 2009 the dividend amount per one ordinary share made up KZT 53, total received and paid dividends in the amount of KZT 16, 940,104,;
- following the results of 2010 the amount of dividend per one ordinary share was KZT 117, 68, total received and paid dividends in the amount of KZT 45 796 382 550.
- following the results of 2011 the amount of dividend per one ordinary share was KZT 293.35, total received and paid dividends in the amount of KZT 143,201,087,066.
- following the results of 2012 the amount of dividend per one ordinary share was KZT 75.19, total received and paid dividends in the amount of KZT 38,961,363,784.
- following the results of 2013 the amount of dividend per one ordinary share was KZT 158.08, total received and paid dividends in the amount of KZT 69,577,485,076.
- at the end of 2014 the amount of dividend per one ordinary share amounts to 53 tenge 24 tiyn, total dividends to be paid amount to 31,104,442,350 tenge till 30 September 2015.
Quantity of the authorized shares of NC KMG amounts to 849,559,596 shares.
Quantity of the floated shares of NC KMG amounts to 584,207,465 shares.
Nominal value – KZT 500.
The holders of the ordinary shares are entitled to manage the company, refusing their dividends in favor of the company development as well.
The owners of the preferred shares have a guaranteed right to dividends, but do not have the right to manage the company. They have a priority over the holders of the ordinary shares on the property of a liquidated company.
NC KazMunayGas JSC has issued the common stock only.
According to Article 14 of the RoK Law on Joint Stock Companies Company Shareholders have rights to:
- participate in the company management as set out in the JSC Law and/or the Company’s Charter;
- receive dividends;
- receive information on company’s activity including company’s financial statement pursuant to the procedure established by a Shareholders Meeting or Company Charter;
- receive extracts from the company’s registrar or nominal holder confirming his right of the stock ownership;
- propose the General Meeting of Shareholders a nominee to the Company’s Board of Directors;
- contest in the courts the decisions taken by the company’s bodies;
- apply to court on its own behalf as provided for in Articles 63 and 74 of the JSC Law to claim recovery of losses caused to the company by company’s officials and return of profit (income) company officials and/or their affiliates received as a result of resolutions to conclude significant transactions ( proposals to conclude) and/or related party transactions in case of possession (severally or jointly with other shareholders) of 5 and higher percent of company’s voting shares;
- send written requests to the company regarding company’s activity and receive a motivated answer within 30 calendar days from the date the company has received such a request;
- be eligible for the property in case of company’s liquidation;
- pre-emptively purchase shares and other securities of the company converted into shares as set out in the JSC Law except as provided for in the legislative acts of the Republic of Kazakhstan;
A major shareholder has a right to:
- to call for an unscheduled general meeting of shareholders or apply in court in case the Board of Directors refuses to do so;
- propose the Board of Directors to supplement the agenda of the general meeting of shareholders in accordance with the JSC Law;
- call for a meeting of the Board of Directors;4) request a company audit to be conducted by an audit firm at his own expense.
Shareholder rights shall not be restricted.
Ordinary shares mean shares that have no priority in payment of dividends. Ordinary shareholders are entitled to receive dividends if any are available after payment of the dividends to the holders of the preferred shares. From this perspective ordinary shares seem to be less useful. However, they entitle their holder to vote at meetings. In a number of cases it is very useful. Therefore, major shareholders try to purchase ordinary shares as many as possible.
Preferred shares mean shares that entitle their holder no voting authority. Of course, the holders of such shares may arrange for meetings and make decisions, but they are advisory rather than mandatory. The advantage of such securities is compulsory profit accounting in the amount of several per cents from the nominal value (usually 3…..5 per cent). The amount of such payments is stipulated by corporatization of a company and recorded in corresponding documents. Thus, if the company makes a profit, a holder of the preferred shares is sure to get a part of it.
2. Shareholders - holders of preferred shares have a priority right over shareholders - holders of ordinary shares in receiving dividends in a predefined guaranteed amount, established by the Company’s Charter, and getting a part of property by liquidation of the company pursuant to the procedure established by the Law.
During the placement of company’s shares the quantity of preferred shares should not exceed twenty five per cent from the total quantity of its placed shares.
3. A preferred share grants no right to a shareholder to participate in the company management, but for the cases stipulated in Item 4 hereto.
4. A preferred share gives a shareholder the right to take part in the company management if:
1) a general meeting of the company shareholders considers an issue, a decision on which may restrict the rights of a holder of preferred shares. The decision on such an issue is considered to be made if only more than two thirds of the total amount of the placed (excluding bought out shares) preferred shares voted for the restriction.
To the issues decisions on which may lead to the restrictions of shareholder’s rights belong the issues on:
decrease of the amount or change in settlement terms for the dividends to be paid for the preferred shares;
change of terms of payment for the preferred shares;
exchange of the preferred shares for the ordinary shares of the company.
a general meeting of the shareholders of the company considers an issue on approval of changes to the methodology (approval of the methodology, if it has not been approved by the constituent meeting) for valuation of the preferred shares when bought back by the company at an informal market in accordance with the Law;
2) a general meeting of the company shareholders considers an issue on reorganization or liquidation of the company;
3) a dividend upon a preferred share has not been paid in full during three months after expiry of the payment term.
4-1. In the case specified under sub item 3) item 4 hereto, the right of a shareholder – holder of preferred shares, to participate in the company management shall be terminated after full payment of dividends on his preferred shares.
5. A constituent meeting (as per decision of the Sole Founder) or a general meeting may bring in one “golden share”, which is not engaged in formation of the charter capital; and dividend receiving. The owner of the “golden share” has the right to veto decisions taken by the general shareholders’ meeting, the Board of Directors and an executive body on the issues, determined by the Company Charter. The right of veto, certified by the “golden share”, cannot be transferred.