JSC Halyk Bank: Resolutions adopted at the Extraordinary General Shareholders' Meeting of Kazkommertsbank held on 26 July 2018

Resolutions adopted at the Extraordinary General Shareholders' Meeting held on 26 July 2018

According to Article 51 of the Kazakhstan Law «On joint stock companies» the Board of Directors of JSC Kazkommertsbank announces the results of voting at the Extraordinary General Shareholders' Meeting of JSC Kazkommertsbank, which was held on 26 July 2018 from 10.00 am to 10.40 am (Almaty time) at: Kazakhstan, А26М3К5, Almaty, Al-Farabi Avenue, Building 40, Floor 6, Room 645.

Below, please see the issues included into the Extraordinary General Shareholders' Meeting agenda, and resolutions adopted by the Extraordinary General Shareholders' Meeting by specifying the voting results:

1. Issue of the Extraordinary General Shareholders' Meeting agenda:
«Approval of the Extraordinary General Shareholders' Meeting agenda of
JSC Kazkommertsbank».

Resolution adopted by the Extraordinary General Shareholders' Meeting, and the voting result:

Approve agenda of the Extraordinary General Shareholders' Meeting
of JSC Kazkommertsbank dated «26» July 2018, prepared by the Board of Directors of
JSC Kazkommertsbank (№ 6.1 Minutes of the absentee voting of the Board of Directors of
JSC Kazkommertsbank dated «5» June 2018).

Total votes of Kazkommertsbank shareholders registered for this Extraordinary General Shareholders' Meeting equaled 2 819 423 070. «For» - 2 819 423 070, «Against» - 0, «Abstained» - 0, Did not vote - 0.

Resolution has been adopted by majority of votes out of total voting shares of
JSC Kazkommertsbank presented at the Extraordinary General Shareholders' Meeting.

2. Issue of the Extraordinary General Shareholders' Meeting agenda:

«Approval of the Transfer Act».

Resolution adopted by the Extraordinary General Shareholders' Meeting, and the voting result:  

1.     Approve the Transfer Act on transfer of all JSC Kazkommertsbank's property, rights and liabilities, as well as all right and liabilities against all its creditors and debtors to JSC Halyk Bank as successor of JSC Kazkommertsbank, and successorship of JSC Halyk Bank on all
   JSC Kazkommertsbank's right and liabilities against all its creditors and debtors, including the liabilities claimed by the parties, under the voluntary reorganization of JSC Halyk Bank and
   JSC Kazkommertsbank through the latter's merger into JSC Halyk Bank.
2.     Specify that this resolution of the Extraordinary General Shareholders' Meeting of
   JSC Kazkommertsbank on approval of the Transfer Act will come into force as soon as the Act of Technical Readiness for integration of informational systems of JSC Halyk Bank and
   JSC Kazkommertsbank  is signed between JSC Halyk Bank and JSC Kazkommertsbank, should the Resolution on approval of the Transfer Act be adopted by the Joint General Shareholders' Meeting of the Joint Stock Company Halyk Savings Bank of Kazakhstan and Joint Stock Company Kazkommertsbank, which is scheduled for 26 July 2018.
3.     Authorize Nurlan Zhagiparov, Member of the Management Board-Managing Director (in case of his absence - Zhannat Satubaldina, Member of the Management Board-Deputy CEO of JSC Kazkommertsbank) for signing the Act of Technical Readiness for integration of informational systems of JSC Halyk Bank and JSC Kazkommertsbank on behalf of JSC Kazkommertsbank.
4.     Give an assignment to the Board of Directors of JSC Kazkommertsbank to consider the Transfer Act prior to its signing by taking into account actualization of the data included into the Transfer Act, which was approved by this Resolution of the Extraordinary General Shareholders' Meeting of JSC Kazkommertsbank and Resolution of the Joint General Shareholders' Meeting of the Joint Stock Company Halyk Savings Bank of Kazakhstan and Joint Stock Company Kazkommertsbank, which is scheduled for 26 July 2018, on approval of the Transfer Act.
5.     Authorize Ulf Wokurka, CEO of JSC Kazkommertsbank
   (in case of his absence - Acting CEO of JSC Kazkommertsbank) and Amangeldy Karzhaubekov, Chief Accountant of JSC Kazkommertsbank (in case of his absence - Acting Chief Accountant of JSC Kazkommertsbank) for signing the Transfer Act, by taking into account actualization of the data, on behalf of JSC Kazkommertsbank.

Authorize the individuals above, if appropriate, for signing amendments made in appendices to the  Transfer Act due to checking of the technical characteristics and value of the property to be transferred under the Transfer Act after coming of this Resolution of the Extraordinary General Shareholders' Meeting of JSC Kazkommertsbank and Resolution of the Joint General Shareholders' Meeting of the Joint Stock Company Halyk Savings Bank of Kazakhstan and Joint Stock Company Kazkommertsbank, which is scheduled for 26 July 2018, on approval of the Transfer Act into force.

Specify that all JSC Kazkommertsbank's property (rights and liabilities) shall be transferred.

Total voting shares of JSC Kazkommertsbank equaled 2 902 362 029, total votes of Kazkommertsbank shareholders registered for this Extraordinary General Shareholders' Meeting equaled 2 819 423 070. «For» - 2 819 423 070, «Against» - 0, «Abstained» - 0, Did not vote - 82 938 959.

Resolution has been adopted by the qualified majority of votes out of total voting shares of
JSC Kazkommertsbank.

3. Issue of the Extraordinary General Shareholders' Meeting agenda:

«Amendments to №2 Resolution of the Annual General Shareholders' Meeting of
JSC Kazkommertsbank dated 20 April 2018 on Issue 7 of the Agenda
«Approval of the share exchange ratio. Procedure and terms of selling JSC Kazkommertsbank shares and approval of the share exchange ratio».

Resolution adopted by the Extraordinary General Shareholders' Meeting, and the voting result:

1.     Amend the Resolution of the Annual General Shareholders' Meeting of
   JSC Kazkommertsbank on Issue 7 of the Agenda
   «Approval of the share exchange ratio. Procedure and terms of selling JSC Kazkommertsbank shares» in № 2 Minutes of the Annual General Shareholders' Meeting of JSC Kazkommertsbank dated 20 April 2018 as follows:

Read the definitions «Equity capital of JSC Kazkommertsbank» and «Equity capital of
JSC Halyk Bank» in Sub-clause 1) as follows:

«Equity capital of JSC Kazkommertsbank» - amount of the equity capital in accordance with the Form 700Н «Report on the balance in the balance accounts of the second-tier banks and mortgage companies» of JSC Kazkommertsbank for 29 June 2018;

Equity capital of JSC Halyk Bank» - amount of the equity capital in accordance with the Form 700Н «Report on the balance in the balance accounts of the second-tier banks and mortgage companies» of JSC Halyk Bank for 29 June 2018».

2.     Approve the ratio of exchanging JSC Kazkommertsbank common shares to common shares of JSC Halyk Bank, which equals 0,956552, calculated in accordance with the formula approved by Resolution of the Annual General Shareholders' Meeting of JSC Kazkommertsbank on Issue 7 of the Agenda «Approval of the share exchange ratio. Procedure and terms of selling
   JSC Kazkommertsbank shares» in № 2 Minutes of the Annual General Shareholders' Meeting of JSC Kazkommertsbank dated 20 April 2018 and ratified by Resolution of the Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank  on Issue 4 of the Agenda «Approval of the share exchange ratio. Procedure and terms of purchasing shares» in № 1 Minutes of the Joint General Shareholders' Meeting of the Joint Stock Company Halyk Savings Bank of Kazakhstan and Joint Stock Company Kazkommertsbank dated 20 April 2018 by taking into account amendments specified in Clause 1 of this Resolution.
3.     Specify that should the Transfer Act, which was ratified by Resolution of this Extraordinary General Shareholders' Meeting of JSC Kazkommertsbank, be approved by Resolution of the Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank, which is scheduled for 26 July 2018, but not signed till 10 September 2018, this Resolution will be void.
4.     Should this Resolution be void, the Board of Directors of JSC Kazkommertsbank should ensure taking of appropriate measures for submitting the issue related to approval of the ratio of exchanging JSC Kazkommertsbank common shares to common shares of JSC Halyk Bank, which was calculated in accordance with the formula approved by Resolution of the Annual General Shareholders' Meeting of JSC Kazkommertsbank on Issue 7 of the Agenda
   «Approval of the share exchange ratio. Procedure and terms of selling JSC Kazkommertsbank shares» in № 2 Minutes of the Annual General Shareholders' Meeting of JSC Kazkommertsbank dated 20 April 2018, for consideration of the Extraordinary General Shareholders' Meeting of
   JSC Kazkommertsbank.

Total voting shares of JSC Kazkommertsbank equaled 2 902 362 029, total votes of Kazkommertsbank shareholders registered for this Extraordinary General Shareholders' Meeting equaled 2 819 423 070. «For» - 2 819 423 070, «Against» - 0, «Abstained» - 0, Did not vote - 82 938 959.

Resolution has been adopted by the qualified majority of votes out of total voting shares of JSC Kazkommertsbank.

For more details on resolutions please see information note to the shareholders published on our website: https://halykbank.kz/akcioneram 

For further information please contact:

Halyk Bank