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

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

According to Article 51 of the Law of the Republic of Kazakhstan "On Joint Stock Companies", the Board of Directors of JSC Halyk Bank announces the results of voting at the Extraordinary General Shareholders' Meeting of JSC Halyk Bank held on 26 July 2018 from 10:00 am to 10:40 am (Almaty time) at the address: conference room, 40, Al-Farabi Ave., Medeu district, А26М3К5, Almaty, Republic of Kazakhstan (hereinafter also referred to as the "General Shareholders' Meeting" or the "Extraordinary General Shareholders' Meeting).

The items included in the agenda of the General Shareholders' Meeting and the resolutions adopted by the General Shareholders' Meeting, indicating the results of voting:

1. The item on the agenda of the General Shareholders' Meeting: "On approval of the agenda of Extraordinary General Shareholders' Meeting of JSC Halyk Bank."

The resolution adopted by the General Shareholders' Meeting and the results of voting:

To approve the Agenda of Extraordinary General Shareholders' Meeting of JSC Halyk Bank dated 26 July 2018 as stated by the Board of Directors of JSC Halyk Bank (minutes to meeting of the Board of Directors of JSC Halyk Bank by absent voting No.42 dated 8 June 2018).

Total amount of voting shares of JSC Halyk Bank is 10,014,498,634. Total amount of votes of shareholders of JSC Halyk Bank, who have been registered to participate in this General Shareholders' Meeting, is 9,669,626,015."For" - 9,652,830,135, "Against - 16,795,880, "Abstain" - 0, Take no part in the voting - 0.

The resolution was adopted by majority of votes out of total voting shares of JSC Halyk Bank presented at the Extraordinary General Shareholders' Meeting.

2. The item on the agenda of the General Shareholders' Meeting: "On approval of the Transfer Certificate."

The resolution adopted by the General Shareholders' Meeting and the results of voting:

1.      To approve the Transfer Certificate on transfer to JSC Halyk Bank, as the legal successor of JSC Kazkommertsbank, of all assets, rights and obligations of JSC Kazkommertsbank, as well as all rights and liabilities of JSC Kazkommertsbank in respect of all its creditors and debtors, and succession by JSC Halyk Bank of all rights and liabilities of JSC Kazkommertsbank in respect of all its creditors and debtors, including liabilities disputed by the parties, within the voluntary reorganization of JSC Halyk Bank and JSC Kazkommertsbank through merger of JSC Kazkommertsbank into JSC Halyk Bank.
2.      To determine that the resolution of Extraordinary General Shareholders' Meeting of
   JSC Halyk Bank on approval of the Transfer Certificate takes effect after the date of signing between
   JSC Halyk Bank and JSC Kazkommertsbank of the certificate of technical readiness for the integration of information systems of JSC Halyk Bank and JSC Kazkommertsbank, in case Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank to be held on 26 July 2018 adopts resolution to approve the Transfer Certificate.
3.      To authorize Kuat Kairollayevich Kussainbekov, Deputy Chairman of the Management Board of JSC Halyk Bank (in his absence, Yertai Ismailovich Salimov, Deputy Chairman of the Management Board of JSC Halyk Bank), to sign the certificate of technical readiness for the integration of information systems of JSC Halyk Bank and JSC Kazkommertsbank on behalf of JSC Halyk Bank.
4.      To instruct the Board of Directors of JSC Halyk Bank, before signing the Transfer Certificate, to review the Transfer Certificate, taking into account the updated information contained in the Transfer Certificate approved by this resolution of Extraordinary General Shareholders' Meeting of JSC Halyk Bank and the resolution of Joint General Shareholders' Meeting of JSC Halyk Bank and
   JSC Kazkommertsbank to be held on 26 July 2018 on approval of the Transfer Certificate.
5.      To authorize Umut Bolatkhanovna Shayakhmetova, Chairperson of the Management Board of JSC Halyk Bank (in her absence, a person acting as the Chairperson of the Management Board of
   JSC Halyk Bank), and Pavel Alexandrovich Cheussov, Chief Accountant of JSC Halyk Bank (in his absence, a person acting as the Chief Accountant of JSC Halyk Bank), to sign the Transfer Certificate on behalf of JSC Halyk Bank, taking into account the updated information.

To authorize the above named persons, if necessary, to sign amendments in the Annexes to the Transfer Certificate due to updating of technical specifications and value of property transferred under the Transfer Certificate after the effective date of the resolution of Extraordinary General Shareholders' Meeting of JSC Halyk Bank and the resolution of Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank to be held on 26 July 2018 on approval of the Transfer Certificate.

 To determine that all assets (rights and obligations) of JSC Kazkommertsbank are subject to the transfer.

Total amount of voting shares of JSC Halyk Bank is 10,014,498,634. Total amount of votes of shareholders of JSC Halyk Bank, who have been registered to participate in this General Shareholders' Meeting, is 9,669,626,015."For" - 9,353,590,386, "Against - 316,035,629, "Abstain" - 0, Take no part in the voting - 344,872,619.

The resolution was adopted by supermajority out of total voting shares of JSC Halyk Bank.

3. The item on the agenda of the General Shareholders' Meeting: "On amendments to the resolution of Annual General Shareholders' Meeting of JSC Halyk Bank No.40 dated 20 April 2018 on the fifth item of the agenda "Approval of the share exchange ratio. The procedure and terms of allocation (sale) of JSC Halyk Bank's common shares" and approval of the share exchange ratio."

The resolution adopted by the General Shareholders' Meeting and the results of voting:

1.      To amend the resolution of Annual General Shareholders' Meeting of JSC Halyk Bank on the fifth item of the agenda "Approval of the share exchange ratio. The procedure and terms of allocation (sale) of JSC Halyk Bank's common shares" in the minutes to Annual General Shareholders' Meeting of JSC Halyk Savings Bank of Kazakhstan No.40 dated 20 April 2018 as follows:

subparagraph 1) the definition "Equity of JSC Kazkommertsbank" and "Equity of JSC Halyk Bank" shall be stated as follows:

"Equity of JSC Kazkommertsbank" means the equity as specified in Form 700N "Report on balances on balance sheet accounts of second-tier banks and mortgage companies" of JSC Kazkommertsbank for 29 June 2018;

"Equity of JSC Halyk Bank" means the equity as specified in Form 700N "Report on balances on balance sheet accounts of second-tier banks and mortgage companies" of JSC Halyk Bank for 29 June 2018."

2.      To approve the ratio of exchange of common shares of JSC Kazkommertsbank for common shares of JSC Halyk Bank as equal to 0.956552, calculated under the formula approved by the resolution of Annual General Shareholders' Meeting of JSC Halyk Bank on the fifth item of the agenda "Approval of the share exchange ratio. The procedure and terms of allocation (sale) of JSC Halyk Bank's common shares" in the minutes of Annual General Shareholders' Meeting of JSC Halyk Savings Bank of Kazakhstan No.40 dated 20 April 2018 and approved by the resolution of Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank on the fourth item of the agenda "Approval of the share exchange ratio. The procedure and terms of share acquisition" in the minutes of Joint General Shareholders' Meeting of JSC Halyk Savings Bank of Kazakhstan and JSC Kazkommertsbank No.1 dated 20 April 2018, subject to changes specified in subparagraph 1 of this resolution.
3.      To determine that in case the Transfer Certificate approved by the resolution of the Extraordinary General Shareholders' Meeting of JSC Halyk Bank is approved by the resolution of Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank to be held on 26 July 2018, but not signed until 10 September 2018, the resolution shall be null and void.

4. If the resolution becomes invalid, the Board of Directors of JSC Halyk Bank shall take appropriate measures for submitting for consideration of Extraordinary General Shareholders' Meeting of JSC Halyk Bank of the item of approval of the ratio of exchange of common shares of JSC Kazkommertsbank for common shares of JSC Halyk Bank, calculated under the formula approved by the resolution of Annual General Shareholders' Meeting of JSC Halyk Bank on the fifth item of the agenda "Approval of the share exchange ratio. The procedure and terms of allocation (sale) of JSC Halyk Bank's common shares" in the minutes to Annual General Shareholders' Meeting of JSC Halyk Savings Bank of Kazakhstan No.40 dated 20 April 2018.

Total amount of voting shares of JSC Halyk Bank is 10,014,498,634. Total amount of votes of shareholders of JSC Halyk Bank, who have been registered to participate in this General Shareholders' Meeting, is 9,669,626,015."For" - 9,353,590,386, "Against - 316,035,629, "Abstain" - 0, Take no part in the voting - 344,872,619.

The resolution was adopted by supermajority out of total voting shares of JSC Halyk Bank.

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