TRANSACTIONS FOR 2015

 

Information about the concluded transactions of JSC «Tau-Ken Samruk» in which there is an interest and decisions are taken by the Management Board of the Company

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Procedures for Transactions Approval with Related Parties

 

1) According to Sub-paragraph 4) of Paragraph 137 of Rules for procurement of goods, works and services of Joint-Stock Company “Sovereign Wealth Fund “Samruk-Kazyna” and organizations, and where more than fifty percent of voting shares (share of participation) directly or indirectly belong to JSC “Samruk Kazyna” on the right of property or trust management (hereinafter – the Rules), the Customer shall be entitled to purchase from one source, according to the decision of the head of the executive body of the Customer or any other authorized person in the following cases:

  • Purchase of goods, works, services from companies of the Holding, in the form/s of activities under the Charter of the Company;
  • Purchase of services from institutions whose founders are the Fund and/or the Company of the Holding, in the form/s of activities under the Charter of the institution;
  • Purchase of goods from domestic producers of the Holding producing the purchased goods.

In view of the above, purchases from companies under the control of JSC “Samruk-Kazyna” are conducted by the Group of JSC “Tau-Ken Samruk” by the decision of the CEO of the executive body.

2) Purchases from companies under the control of the Government are carried out on general grounds, described in the Rules.

3) According to the Sub-paragraph 6) of Paragraph 137 of Rules, the Customer shall be entitled to purchase from one source, according to the decision of the head of the executive body of the Customer or other authorized person in the case of purchasing goods for the purpose of further processing of the list approved by the Collegial Executive Body/Supervisory Board (in the absence of the Collegial Executive Body/Supervisory Board, the Management/Supreme Body (general meeting of members) of the Customer.

In view of the aforesaid, the purchase of raw materials from associated companies are carried out by the Group of JSC “Tau-Ken Samruk” on the basis of the list approved by the decision of the Management Board of JSC “Tau-Ken Samruk” from one source.

 

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Concluding the Agreement of paid loan №86, dated November 25, 2015 as the transaction is of JSC «Tau-Ken Samruk» has an interest.

JSC «Tau-Ken Samruk» issues loans to JSC «ShalkiyaZinkLTD» in the amount of 400 000 000 (four hundred million) KZ Tenge with maturity no later than December 31, 2016 the interest rate of 0.1% per annum.

Conclusion of the agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated November 24, 2015 (Minutes № 85-15) between JSC «Tau-Ken Samruk» and JSC «ShalkiyaZinkLTD».

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Onsigning the Gratutious Use Agreement №80,dated November 2, 2015 as the transaction of JSC «Tau-Ken Samruk» has an interest.

On November 2, 2015,the Gratutious Use Agreementwas signed between JSC «Tau-Ken Samruk» and LLP «Tau-KenMining» (hereinafter – the Agreement). JSC «Tau-Ken Samruk» is the only member of LLP «Tau-KenMining».

In accordance with theAgreementJSC «Tau-Ken Samruk» transfers LLP «Tau-KenMining» temporary free use of offices located in the administrative building «Emerald Towers», the address: Astana city, 8, Kunayev Street, Block B, 13th Floor. Signing this Agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated October 28, 2015 (Minutes № 79-15).

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On signing the Gratutious Use Agreement №81,dated November 2, 2015 as the transaction of JSC «Tau-Ken Samruk» has an interest.

On November 2, 2015 the Gratutious Use Agreementwas signed between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Progress» (hereinafter – the Agreement). JSC «Tau-Ken Samruk» is the only member of LLP «Tau-Ken Progress».

In accordance with theAgreement JSC «Tau-Ken Samruk» transfers LLP «Tau-Ken Progress» temporary free use of offices located in the administrative building «Emerald Towers», the address: Astana city, 8, Kunayev Street, Block B, 13th Floor. Signing this Agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», datedOctober 28, 2015 (Minutes № 79-15).

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On signing the Gratutious Use Agreement №82, dated November 3, 2015 as the transaction of JSC «Tau-Ken Samruk» has an interest.

On November 3, 2015 the Gratutious Use Agreementwas signed between JSC «Tau-Ken Samruk» and LLP «Tau Ketmen» (hereinafter – the Agreement). JSC «Tau-Ken Samruk» is the only member of LLP «Tau Ketmen».

In accordance with theAgreement JSC «Tau-Ken Samruk» transfers LLP «Tau Ketmen» temporary free use of offices located in the administrative building Emerald Towers», the address: Astana city, 8, Kunayev Street, Block B, 13th Floor. Signing this Agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», datedOctober 30, 2015 (Minutes № 80-15).

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Concluding the Agreement of paid loan №83, dated November 4, 2015 as the transaction is of JSC «Tau-Ken Samruk» has an interest.

JSC «Tau-Ken Samruk» issues loans to LLP «Northern Katpar» in the amount of 77,464,000 (seventy-seven million four hundred sixty-four thousand) KZ Tenge with maturity no later than November 30, 2016 the interest rate of 0.1% per annum.

Conclusion of the agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated October 30, 2015 (Minutes № 80-15) between JSC «Tau-Ken Samruk» and LLP «Northern Katpar».

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On October 19, 2015 the Guarantee Agreement was signed as a transaction in which the JSC «Tau-Ken Samruk» has an interest.

According to the Agreement, the Company agrees to provide timely funding of the Participant (LLP «Tau-Ken Temir»), up to an amount not exceeding 1,376,007,000 (one billion, three hundred seventy-six million seven thousand) KZ Tenge for the proper performance of obligations to the Managing Company (JSC Karaganda Invest) as a participant in the Special Economic Zone «Saryarka».

Conclusion of the Agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated October 14, 2015 (Minutes № 76-15).

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On September 18, 2015 Supplement №2 to the Agreement on paid loan №51 was signed between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Altyn», dated 08.18.2015 (hereinafter – the Agreement). JSC «Tau-Ken Samruk» is the only member of LLP «Tau-Ken Altyn».

Decision of the Management Board of JSC «Tau-Ken Samruk», dated 08.17.2015 (Minutes №69-15) approving the signing Supplement №2 to (the Agreement) between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Altyn»;

According to the Supplement №2 to (the Agreement) on increasing the loan amount up to 2,205,500,000 (two billion two hundred and five million five hundred thousand) KZ Tenge interest rate of 0.1% per annum.

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Concluding the Agreement for reimbursement, dated October 05, 2015 as the transaction that of JSC «Tau-Ken Samruk» has an interest.

On October 05, 2015 the Agreement for reimbursement was signed between JSC «Tau-Ken Samruk» and LLC «TKS Zhaksylyk» (hereinafter – the Agreement). JSC «Tau-Ken Samruk» is the only member of LLP «TKS Zhaksylyk». Under the Agreement, LLP «TKS Zhaksylyk» reimburse expenses incurred by JSC «Tau-Ken Samruk» totaling 5 433,960 (five million four hundred thirty-three thousand nine hundred sixty) KZ Tenge. These costs were made by JSC «Tau-Ken Samruk» for the benefit of LLP «TKS Zhaksylyk» due to the necessity of procurement of services for the audit of financial statements ofLLP «TKS Zhaksylyk» for 2014; and the expenses incurred in the social development of the region under the investment project «Exploration of manganese ore in Zhaksylyk section of Akmola region» for 2014.

Conclusion of the agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated September 28, 2015 (Minutes № 71-15).

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Concluding the Supplement №7, dated 05.10.2015 to the Agreement of paid loan, dated March 11, 2015 as the transaction is of JSC «Tau-Ken Samruk» has an interest.

According to the Supplement to the Agreement №7 of paid loan №19, dated 03.11.2015, the loan amount increased to 2,088,836,000 (two billion eighty-eight million eight hundred thirty-six thousand KZ Tenge);

Conclusion of the agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated October 2, 2015 (Minutes № 73-15) between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Altyn».

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Concluding the Agreement of paid loan №66, dated October 5, 2015 as the transaction is of JSC «Tau-Ken Samruk» has an interest.

On 05.10.2015 JSC «Tau-Ken Samruk» has concluded the Agreement of paid loan №66 of the loan in the amount of 4,750,000,000 (four billion, seven hundred and fifty million) KZ Tenge with maturity no later than December 31, 2015 interest rate of 0.1 % per annum.

Conclusion of the agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated October 5, 2015 (Minutes № 74-15) between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Altyn».

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Concluding the Agreement for reimbursement, dated October 8, 2015 as the transaction is of JSC «Tau-Ken Samruk» has an interest.

Basic material terms of the transaction: Agreement for reimbursement (hereinafter – the Agreement) between JSC «Tau-Ken Samruk» and LLP «Shokpar-Gagarin» as an interested party transaction. JSC «Tau-Ken Samruk» is the only member of LLP «Shokpar-Gagarin». Under the Agreement, LLP «Shokpar-Gagarin» reimburse expenses incurred by JSC «Tau-Ken Samruk» totaling 295,680 (two hundred ninety-five thousand six hundred eighty) KZ Tenge. These costs were made of JSC «Tau-Ken Samruk» for the benefit of LLP «Shokpar-Gagarin» in connection with the need to purchase services to audit the financial statements of LLP «Shokpar-Gagarin» for 2014.

Conclusion of the agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated October 2, 2015 (Minutes № 73-15).

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Concluding the Agreement for reimbursement, dated October 8, 2015 as the transaction is of JSC «Tau-Ken Samruk» has an interest.

Basic material terms of the transaction: Agreement for reimbursement (hereinafter – the Agreement) between JSC «Tau-Ken Samruk» and LLP «Tau Ketmen» as an interested party transaction. JSC «Tau-Ken Samruk» is the only member of LLP «Tau Ketmen». According to the Agreement, LLP «Tau Ketmen» reimburse expenses incurred by JSC «Tau-Ken Samruk» totaling 295,680 (two hundred ninety-five thousand six hundred eighty) KZ Tenge. These costs were made of JSC «Tau-Ken Samruk» for the benefit of LLP «Tau Ketmen» due to the necessity of procurement of services for the audit of financial statements LLP «Tau Ketmen» for 2014.

Conclusion of the agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated October 01, 2015 (Minutes № 72-15).

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Concluding the Agreement for reimbursement, dated October 8, 2015 as the transaction is of JSC «Tau-Ken Samruk» has an interest.

Basic material terms of the transaction: Agreement for reimbursement (hereinafter – the Agreement) between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Progress» as an interested party transaction. JSC «Tau-Ken Samruk» is the only member of LLP «Tau-Ken Progress». According to the Agreement, LLP «Tau-Ken Progress» reimburse expenses incurred by JSC «Tau-Ken Samruk» totaling 295,680 (two hundred ninety-five thousand six hundred eighty) KZ Tenge. These costs were made of JSC «Tau-Ken Samruk» for the benefit of LLP «Tau-Ken Progress» by the need to purchase services to audit the financial statements of LLP «Tau-Ken Progress» for 2014.

Conclusion of the agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated October 01, 2015 (Minutes № 72-15).

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Concluding the Agreement for reimbursement, dated October 8, 2015 as the transaction is of JSC «Tau-Ken Samruk» has an interest.

Basic material terms of the transaction: Agreement for reimbursement (hereinafter – the Agreement) between JSC «Tau-Ken Samruk» and LLP «JV «Alaigyr» as an interested party transaction. JSC «Tau-Ken Samruk» is the only member of LLP «JV «Alaigyr». Under the Agreement, LLP «JV «Alaigyr» reimburse expenses incurred by JSC«Tau-Ken Samruk» totaling 295,680 (two hundred ninety-five thousand six hundred eighty) KZ Tenge. These costs were made of JSC «Tau-Ken Samruk» for the benefit of LLP «JV «Alaigyr» due to the necessity of procurement services to audit the financial statements of LLP «JV «Alaigyr» for 2014.

Conclusion of the agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated October 01, 2015 (Minutes № 72-15).

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Concluding the Agreement on paid loan, dated August 18, 2015 as the transaction that of JSC «Tau-Ken Samruk» has an interest.

On September 14, 2015 Supplement №1 tothe Agreement on paid loan №51 was signed between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Altyn», dated 08.18.2015 (hereinafter – the Agreement). JSC «Tau-Ken Samruk» is the only member of LLP «Tau-Ken Altyn».

Decision of the Management Board of JSC «Tau-Ken Samruk», dated 09.14.2015 (Minutes №-68-15) on the approval of the conclusion of Supplement №1 to (the Agreement) between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Altyn»;

According to the Supplement №1 (to the Agreement), the term of repayment of the loan is extended until September 30, 2015.

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Concluding the Agreement of paid loan, dated September 16, 2015 as the transaction that of JSC «Tau-Ken Samruk» has an interest.

On September 16, 2015 the Agreement of paid loan was signed between JSC «Tau-Ken Samruk» and LLP JV «Alaigyr» (hereinafter – the Agreement). JSC «Tau-Ken Samruk» is the only participant of LLP JV «Alaigyr».

According to the Agreement, the Company issued loans to LLP JV «Alaigyr» in the amount of 389,227,000 (three hundred eighty-nine million two hundred twenty-seven thousand) KZ Tenge with maturity at December 30, 2015, the interest rate of 0.1% per annum. Conclusion of the Agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated September 14, 2015 (Minutes № 68-15).

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Concluding the Agreement for reimbursement, dated September 15, 2015 as the transaction that of JSC «Tau-Ken Samruk» has an interest.

On September 15, 2015 the Agreement for reimbursement was signed between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Mining» (hereinafter – the Agreement). JSC «Tau-Ken Samruk» is the only member of LLP «Tau-Ken Mining». Under the Agreement, LLP «Tau-Ken Mining» reimburse the expenses incurred by JSC «Tau-Ken Samruk» totaling 295,680 (two hundred and ninety-five thousand six hundred eighty) KZ Tenge. These costs were made by JSC «Tau-Ken Samruk» for the benefit of LLP «Tau-Ken Mining» due to the necessity of procurement of services for the audit of financial statements of LLP «Tau-Ken Mining» for 2014. Conclusion of the agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated September 8, 2015 (Minutes № 65-15).

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Concluding the Agreement on cooperation and joint activity, dated 19.11.2015 as a transaction that of JSC «Tau-Ken Samruk» has an interest.

On September 11, 2015 the Agreement wassigned between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Progress», the parties shall cooperate in the field of training personnel, including the organization of joint seminars, training sessions and other educational and practical exercises. The conclusion of the agreement on cooperation and joint activities between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Progress» is approved the decision of the Management Board of JSC «Tau-Ken Samruk», dated September 8, 2015 (Minutes № 65-15).

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Concluding the Supplement №1 of JSC «Tau-Ken Samruk» to the Framework arbitration Agreement (Agreement on jurisdiction) withPasar Holdings Incorporated AG, Kazastur Zinc AG, LLP «Best Invest», LLP «Center Capital Investment», LLP «Kazzinc», LLP «Kazzinc Holdings», LLP «Logic Business», LLP «Logic Invest Capital», LLP «Investment House «Dana» is a transaction that of JSC «Tau-Ken Samruk» has an interest.

On September 7, 2015 a framework arbitration agreement was signed (an agreement on jurisdiction) between KAZASTUR ZINC AG, PASAR HOLDINGS INCORPORATED AG, JSC «NMC «Tau-Ken Samruk», LLP« Best Invest», LLP «Center Capital Investment», LLP «Logic Business» LLP«Logic Invest Capital», LLP «Investment House «Dana», LLP «Kazzinc», LLP«Kazzinc Holdings» in order to determine the rules of arbitration of disputes.

The parties entered into Supplement №1 to the Agreement, due to a change in the legal address ofKazastur Zinc ag and Pasar Holdings Incorporated ag, as well as LLP «Kazzinc Holdings», and specification details of JSC «Tau-Ken Samruk».

Conclusion of the agreementis approved by the Board of Directors of JSC «Tau-Ken Samruk», dated July 2, 2014 (Minutes № 06/14).

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Concluding the Agreement on paid loan, dated March 11, 2015 as the transaction that of JSC «Tau-Ken Samruk» has an interest.

On September 1, 2015 the Supplement №6 on paid loan was signed between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Temir» to the Agreement on paid loan №19, dated 03.11.2015 (hereinafter – the Agreement). JSC «Tau-Ken Samruk» is the only member of LLP «Tau-Ken Temir».

Decision of the Management Board of JSC «Tau-Ken Samruk», dated 08.28.2015 (Minutes №-64-15) on the approval of the conclusion between JSC «Tau-Ken Samruk» and LLP «Tau-Ken Temir» Supplement №6 to (the Agreement);

According to the Supplement to (the Agreement) the term of repayment of the loan is extended until December 31, 2015.

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On September 10, 2015 the Reimbursement Agreement was signed between JSC «Tau-Ken Samruk» and LLP «Masalsky Mining and Processing Plant» (hereinafter – theAgreement). JSC «Tau-Ken Samruk» is the largest contributor (93%) of LLP «Masalsky mining and processing plant». Under the Agreement, LLP «Masalskoe Mining and Processing Plant» reimburse theexpenses incurred by JSC «Tau-Ken Samruk» totaling 338,688 (three hundred thirty-eight thousand and six hundred eighty-eight) KZ Tenge. These costs were made by JSC «Tau-Ken Samruk» for the benefit of LLP «Masalsky Mining Plant» to purchase audit services for the financial statements of LLP «Masalsky Mining and Processing Plant» for 2014. Conclusion of the agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk» dated August 26, 2015 (Minutes № 63-15).

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On March 11, 2015 the Agreement on refundable loan (hereinafter – the Agreement) was signed between JSC «Tau-Ken Samruk» and LLP «Tau-KenTemir». JSC «Tau-Ken Samruk» is the only member of LLP «Tau-KenTemir». According to the Agreement, the Company shall issue the loan in the amount of 236,624,000 (two hundred thirty six million, six hundred twenty four thousand) KZ Tenge to LLP «Tau-KenTemir» with maturity date of April 10, 2015, with interest rate of 0.1% per annum. The conclusion of the Agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated March 10, 2015 (Protocol № 14-15).

 

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On March 3, 2015 the Agreement for reimbursement (hereinafter – the Agreement) was signed between JSC «Tau-Ken Samruk» and LLP «JV «Tau Gold Copper». JSC «Tau-Ken Samruk» owns 50% stake in the authorized capital of LLP «JV «Tau Ken Copper». Under the Agreement, LLP «JV «Tau Gold Copper» reimburse expenses incurred by JSC«Tau-Ken Samruk» in order to implement the project «Exploration and production of gold and copper at Eshkeolmes deposit in Akmola region», the total sum of 987,680 (nine hundred eighty-seven thousand, six hundred eighty) KZ Tenge. These costs were made by JSC «Tau-Ken Samruk» in the interest of LLP «JV «Tau Gold Copper» in connection with the need to purchase services to audit the financial statements of LLP «JV «Tau Gold Copper» for 2013 and 2014, and services for the examination of the documentation and certification of the project «Exploration and production of gold and copper at Eshkeolmes deposit in Akmola region». Conclusion of the Agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated February 12, 2015 (Protocol № 08-15).

 

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On February 25, 2015 the Supplementary Agreement №1 to the Agreement №125, dated November 3, 2011 «On transferring 25% stake of the Company «Maikainzoloto»in trust management»(hereinafter – the Agreement) was signed between JSC «Tau-Ken Samruk» and JSC «Samruk-Kazyna». Under the Agreement JSC «Tau-Ken Samruk» provides asset management of 25% stake in JSC «Maikainzoloto», ownership of which belongs to JSC «Samruk-Kazyna». By the additional agreement, the parties have amended subparagraph 2) of paragraph 1.7 of the Agreement, under which the Trustor (JSC «Samruk-Kazyna») confirms that 25% stake in JSC «Maikainzoloto» is not set and will not be offered for sale during the term of this Agreement, except the asset realized in a competitive environment, in accordance with the decision of the Government of the Republic of Kazakhstan. The conclusion of the Supplementary Agreement is approved by the decision of the Management Board of JSC «Tau-Ken Samruk», dated February 18, 2015 (Protocol № 09-15).