JSC Halyk Bank: Notice of Annual General Shareholders' Meeting

Joint Stock Company Halyk Savings Bank of Kazakhstan

(40, Al-Farabi Ave., 050059 (А26М3К5), Almaty, Republic of Kazakhstan) 

Announcement of Annual General Shareholders' Meeting

of Joint Stock Company Halyk Savings Bank of Kazakhstan

The Board of Directors of JSC Halyk Bank hereby announces its Annual General Shareholders' Meeting to be held on 18 April 2019 at 11.00 a.m. Almaty time at the following address: Conference hall, 40, Al-Farabi Ave., Almaty, Republic of Kazakhstan.

In the absence of a quorum, the Annual General Shareholders' Meeting of JSC Halyk Bank shall reconvene on 19 April 2019 at 11.00 a.m. (Almaty time) at: Conference hall, 40, Al-Farabi Ave., Medeu district, Almaty, Republic of Kazakhstan.

The list of shareholders entitled to participate at the General Shareholders' Meeting will be determined based on the shareholder register of JSC Halyk Bank as at 18 March 2019.

Agenda of the General Shareholders' Meeting:

1.        On approval of the agenda of the Annual General Shareholders' Meeting of JSC Halyk Bank.

2.        On approval of JSC Halyk Bank's annual financial statements for the year 2018.

3.        On approval of the procedure of distribution of JSC Halyk Bank's net income for the year 2018. On adoption of resolution on payment of dividends on JSC Halyk Bank's common shares. Approval of the amount of dividend per common share of JSC Halyk Bank.

4.        On determination of audit firm to conduct audit of activities of the participants of banking conglomerate for 2019-2021.

5.        On approval of amendments to the Methodology of determining the value of shares to be repurchased by JSC Halyk Bank on the over-the-counter securities market.

6.        On approval of amendments to the Charter of JSC Halyk Bank.

7.        On approval of amendments to the Corporate Governance Code of JSC Halyk Bank.

8.        On approval of amendments to the Regulations on the Board of Directors of JSC Halyk Bank.

9.        On early termination of powers of the member of the Board of Directors of JSC Halyk Bank.

10.    On election of the member of the Board of Directors of JSC Halyk Bank and determination of his term of powers.

11.    On consideration of the 2018 Performance Report of the Board of Directors of JSC Halyk Bank.

12.    On informing shareholders of JSC Halyk Bank on the amount and structure of remuneration for the members of the Board of Directors and Management Board of JSC Halyk Bank.

13.    On consideration of information on shareholders' appeals on actions of JSC Halyk Bank and its officials, and on results of consideration thereof.

14.    On determination of the number of members and the term of powers of the Ballot Committee of JSC Halyk Bank, election of its members.

According to clause 4 of Article 43 of the Law on Joint Stock Companies, the agenda of the General Shareholders' Meeting may be supplemented by:

1) amendments proposed by shareholders holding independently or in aggregate with other shareholders five percent or more of the company's voting shares, or by the Board of Directors provided that shareholders of the company have been informed of such amendments no later than fifteen days before the date of the General Shareholders' Meeting;

2) changes and (or) amendments, if the majority of shareholders (or their representatives) participating in the General Shareholders' Meeting and holding in aggregate at least ninety-five percent of the voting shares of the company have voted for their introduction.

According to clause 4 of Article 44 of the Law on Joint Stock Companies, the materials on the items of the agenda of the General Shareholders' Meeting will be ready and available for shareholders not later than ten days before the date of the General Shareholders' Meeting, at the location of the Management Board of JSC Halyk Bank, and on the corporate website of JSC Halyk Bank: http://www.halykbank.kz. In case of request for materials on the items of the agenda of the General Shareholders' Meeting from the shareholder of JSC Halyk Bank, they will be sent to the shareholder within three business days from the date of receipt of the request. At the same time, the shareholder bears copy and delivery expenses of the documents.

To learn more about General Shareholders' Meeting, please call at: 8 (727) 259 07 77, 8-8000 8000 59.

The following proceedings of the General Shareholders' Meeting are presented for information of the shareholders of JSC Halyk Bank. 

The attending shareholders (their representatives) are registered prior to the opening of the General Shareholders' Meeting. Make sure to have identity document. The shareholder's representative must present power of attorney confirming its authority to participate and vote at the General Shareholders' Meeting, or the document confirming the right to act without power of attorney on behalf of the shareholder or represent its interests.

The shareholder-legal entity must present statement for compliance with the requirements of the first part of clause 5 of Article 17 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan" (hereinafter -  the "Law on Banks") by its shareholders (participants). The statement form is available on the corporate website of JSC Halyk Bank: http://www.halykbank.kz.

Shareholders of JSC Halyk Bank are invited to participate at the Annual General Shareholders' Meeting of JSC Halyk Bank.

Special note to the holders of Global Depositary Receipts (GDRs) intending to vote at the general shareholders' meeting

Details of the procedure for voting of shares represented by GDRs are specified in Article 12 of the Terms and Conditions of the GDRs. Copy of the Terms and Conditions on the GDRs is available on the website of JSC Halyk Bank and also from The Bank of New York Mellon, 101 Barclay Street, 22nd Floor, New York NY, 10286 U.S.A. (the 'Depositary').

Items of the above agenda proposed for voting together with supporting materials and voting instructions will be provided through the Depositary in due course.

For further information please contact:

Depositary

Ms. Mira Daskal
Telephone: +1 212 815 5021 
E-mail: mira.daskal@bnymellon.com

Ms. Tatsiana Axenova
Telephone: +1 212 815 4158
E-mail: tatsiana.axenova@bnymellon.com

JSC Halyk Bank

Ms. Mira Kasenova

Financial Institutions
Telephone: +7 (727) 259 04 30
E-mail: mirak@halykbank.kz

Board of Directors

                                                       JSC Halyk Bank