|Notice of Annual General Meeting
to be held on Wednesday, 14 December 2011and resolutions to be proposed
The annual general meeting of shareholders (“Shareholders‟ Meeting”) of ShalkiyaZinc N.V. (the “Company”), with its registered offices at Rotterdam, the Netherlands, is to be held on 14 December 2011 at Strawinskylaan 41, (WTC, Tower A, 4th floor), Amsterdam, the Netherlands, from 13:30 hours (CET) until 15:30 hours (CET).
The proposed agenda for the Shareholders‟ Meeting is as follows:
1. Financial year ending 31 December 2010:
(a) discussion of the annual report 2010 and the financial situation of the Company in view of section 2:108a of the Dutch Civil Code;
(b) adoption of the audited annual accounts for the financial year ended 31 December 2010*.
2. To adopt resolutions to terminate board membership of the following individuals:
(a) Ainur Bidaibekova as a non - executive director;
(b) Daniyar Amanov as a non - executive director;
(c) Murad Perzadayev as a non - executive director;
(d) Oryngazy Jaboldinov as a non - executive director;
(e) Marat Sarkytbayev as an executive director.
3. To adopt resolutions to dismiss Rollan Mussinov from the position of the non-executive director with the personal title of Chairman and appoint him as a non-executive director of the Management Board (further – the Board).
4. To adopt resolution to appoint Kenges Rakishev as a non-executive director with the personal title of Chairman of the Board.
5. To adopt resolution to appoint Alken Kuanbay as an executive director of the Board.
6. To appoint PwC LLP as auditors to the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorize the directors to determine the remuneration of the auditors.
7. To the extent required to, in case of any conflicts of interests, designate each member of the Management Board as a fully authorized representative of the Company to take all steps as may be necessary or desirable in order to give full force and effect to the resolutions referred to above*.
8. Any Other Business and Closing of the Shareholders Meeting.
Availability of relevant documentation
The agenda for this Shareholders’ Meeting, the explanatory notes thereto, the annual report, the draft resolutions and other relevant documents required by the applicable provisions of Dutch law other relevant rules and regulations relating to the Shareholders‟ Meeting can be downloaded from the Company’s website www.zinc.kz and will be made available:
to the registered shareholders - by registered letter;
to the holders of the GDRs recorded on the register held by the Depositary, the Bank of New York Mellon – though the Bank of New York Mellon in accordance with the Terms and Conditions of the GDRs as set out in the Company’s Prospectus dated 8 December 2006 (the “2006 Prospectus”); and
to any person - free of charge at: (i) the Company’s office at Strawinskylaan 411 (WTC, Tower A, 4th floor) 1077 XX, Amsterdam, The Netherlands, Ph +31 (0) 205752727, Fax +31 (0) 20 5752726, and (ii) The Bank of New York Mellon, 101 Barclay Street, 22nd floor, New York, NY 10286, USA. Jamie Riley, Vice President · BNY Mellon Depositary Receipts.
General meeting of shareholders (“Shareholders’ Meeting”) of ShalkiyaZinc N.V. (the “Company”) to be held on 14 December 2011 at Strawinskylaan 411 (WTC, Tower A, 4th floor), Amsterdam, the Netherlands, and commencing at 13:30 hours (CET).
The following Agenda items are subject to approval of the Shareholders’ Meeting.
Agenda item 1. Financial year ending 31 December 2010
This agenda item is an annually recurring item. The purpose of this agenda is to discuss and approve the financial position of the Company as at 31 December 2010, results of operations for the financial year ended 31 December 2010, risk factors, corporate governance issues, and other matters disclosed in the annual report for the year ended 31 December 2010.
Agenda items 2, 3, 4 and 5. Resolutions to terminate the current members of the Board and appointment of new members of the Board
The Board considers that in the current conditions when there’s no production and investors’ interest is vague there is no need for a big board and suggests that the Board is formed consisting of the senior managers of SAT & Company and ShalkiyaZinc N.V. In addition, the Board was of the view that with the re - appointment of the existing chairman as a non-executive director, it would maintain an element of continuity in board membership.
The decreased size of the Board will match the current size of the Company’s operations and secure the efficient decision making process until the Company returns to its previous size of operations.
In accordance with the Dutch Civil Code (DCC), all directors of the Company currently in office, other than Rollan Mussinov will resign at the AGM. General resolutions will be proposed for these resignations. These resignations, if passed, will take effect at the conclusion of the Annual General Meeting, The Board was satisfied with the work of current Board which was formed for the purpose of facilitation of the transaction. Each director showed commitment to, and was able to allocate sufficient time to the Company to discharge his responsibilities.
Due to operational needs and the workload as a Deputy Chairman of the SAT & Company Rollan Mussinov decided to resign from the position of the Non-Executive Chairman but offered himself as a Non-Executive Director;
Mr. Kenges Rakishev (31) is proposed to be appointed as a non-executive director with the personal title of Chairman of the Board. He is currently the Chairman of the board of directors of SAT and has held such position since November 2008. Prior to that appointment, Mr. Rakishev acted as a member of the management board of SAT. Since October 2004, Mr. Rakishev has acted in the capacity of Vice President of the Republic of Kazakhstan Union of Chamber of Commerce and Industry. Between 2002 and 2004 Mr. Rakishev held various positions with several Kazakhstan energy companies including KazTransGas CJSC, KazMunaiGas JSC, KazTransGas Almaty JSC and Intergas Central Asia CJSC. Mr. Rakishev graduated from the Kazakh State Legal University in 2002 with a major in jurisprudence. In 2002 he graduated from the Kazakh Economic University with a major in finance and credit.
Mr. Alken Kuanbay (31) is proposed to be appointed as an executive director. Mr. Alken Kuanbay has 10 years of experience in accounting, auditing and corporate finance. Prior to his appointment as Chief Financial Officer of Shalkiya Zinc Ltd. he served KazGranit Corporation LLP. as Chief Financial Officer and Exillon Energy Plc as a Finance Director. He was 5 years with Big 4 firms including 4 years with Deloitte and 1 year with Ernst & Young. Mr. Alken Kuanbay holds B.A. from Kazakh State Academy of Management.
Following the AGM resolutions the Management Board will consist of a majority of non-executive members. In deviation of Best Practice Provision III.2.1, more than one of the non-executive members is not independent within the meaning of the Dutch Code. Under the Dutch Code, Kenges Rakishev and Rollan Mussinov will not qualify as independent directors. The Board has every confidence that new Board of Directors will make a significant contribution to the ShalkiyaZinc’s Board and the ongoing success of the Company. Accordingly, the Board recommends that shareholders vote in favour of each of these resolutions.
Agenda item 6. To Appoint PwC as auditors of the Company
The auditors of a company must be re-appointed at each general meeting at which the accounts are laid. The Board was fully satisfied with the services provided by PwC and its remuneration level and, therefore, proposes appointment of the Company’s existing auditors, PWC LLP, until the conclusion of the next general meeting of the Company at which accounts are laid.
Agenda item 7. Resolution 16 (conflicts of interest)
Confirmation of the representative authority in respect of the Company in case of any conflicts of interests (as referred to in article 2:146 DCC). It is proposed to the Shareholders‟ Meeting to designate each member of the Management Board as fully authorized representative of the Company to take all steps as may be necessary or desirable in order to effect to the resolutions referred to above
еспублика Казахстан, 050059, г. Алматы, ул. Фурманова, 279. Тел.: (727) 259 43 00, 259 66 00; (72435) 2 19 18; (72536) 3 33 52; Факс: (727) 259 62 22; E-mail: email@example.com; web: http://www.zinc.kz
Republic of Kazakhstan, 279, Furmanov Str., Almaty, 050059. Tel.: (727) 259 43 00, 259 66 00; (72435) 2 19 18; (72536) 3 33 52; Fax: (727) 259 62 22; E-mail: firstname.lastname@example.org; web: http://www.zinc.kz