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

Resolutions adopted at the Joint 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 and the Board of Directors of JSC Kazkommertsbank announce the results of voting at the Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank held on 26 July 2018 from 11:30 am to 12:15 pm (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 "Joint 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 Joint General Shareholders' Meeting of JSC Halyk Bank  and JSC Kazkommertsbank."

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

To approve the Agenda of the Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank dated 26 July 2018 as stated by the Board of Directors of JSC Halyk Bank (minutes to the meeting of the Board of Directors of JSC Halyk Bank by absent voting No.42 dated 8 June 2018) and the Board of Directors of JSC Kazkommertsbank (minutes to the meeting of the Board of Directors of JSC Kazkommertsbank by absent voting No.6.1 dated 5 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.

Total amount of voting shares of JSC Kazkommertsbank is 2,902,362,029. Total amount of votes of shareholders of JSC Kazkommertsbank, who have been registered to participate in this General Shareholders' Meeting, is 2,819,423,070. "For" - 2,819,423,070, "Against  - 0, "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 Joint General Shareholders' Meeting and by majority of votes out of total voting shares of JSC Kazkommertsbank presented at the Joint 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 take note of resolutions of Extraordinary General Shareholders' Meetings of JSC Halyk Bank and JSC Kazkommertsbank dated 26 July 2018 on approval of the Transfer Certificate.

2. 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. 

3. To determine that the resolution of Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank 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.

4. 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), on behalf of JSC Halyk Bank, and Nurlan Toleuzhanovich Zhagiparov, member of the Management Board - Managing Director of JSC Kazkommertsbank (in his absence, Zhannat Sagandykovna Satubaldina - member of the Management Board - Deputy Chairperson of the Management Board of JSC Kazkommertsbank), on behalf of JSC Kazkommertsbank, to sign the certificate of technical readiness for the integration of information systems of JSC Halyk Bank and JSC Kazkommertsbank.

5. To instruct the Board of Directors of JSC Halyk Bank and the Board of Directors of JSC Kazkommertsbank, before signing the Transfer Certificate, to review the Transfer Certificate, taking into account the updated information contained in the Transfer Certificate approved by the resolution of the present Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank.

6. 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), on behalf of JSC Halyk Bank, Ulf Wokurka, Chairman of the Management Board of JSC Kazkommertsbank (in his absence, a person acting as the Chairman of the Management Board of JSC Kazkommertsbank), and Amangeldy Zhumabekovich Karzhaubekov, Chief Accountant of JSC Kazkommertsbank (in his absence, a person acting as the Chief Accountant of JSC Kazkommertsbank), on behalf of JSC Kazkommertsbank, to sign the Transfer Certificate, taking into account the updated information.

To authorize the above named persons, if appropriate, 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 Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank 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.

Total amount of voting shares of JSC Kazkommertsbank is 2,902,362,029. Total amount of votes of shareholders of JSC Kazkommertsbank, who have been registered to participate in this General Shareholders' Meeting, is 2,819,423,070. "For" - 2,819,423,070, "Against  - 0, "Abstain" - 0, Take no part in the voting - 82,938,959.

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

3. The item on the agenda of the General Shareholders' Meeting: "On amendments to the resolution of the Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank No.1 dated 20 April 2018 on the fourth item of the agenda "Approval of the share exchange ratio. The procedure and terms of share acquisition" and approval of the share exchange ratio." 

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

1. To take note of the resolution of Extraordinary General Shareholders' Meeting of JSC Halyk Bank dated 26 July 2018 on amendments to 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 Bank No.40 dated 20 April 2018 and approval of the share exchange ratio, and the resolution of Extraordinary General Shareholders' Meeting of JSC Kazkommertsbank dated 26 July 2018 on amendments to resolution of Annual General Shareholders' Meeting of JSC Kazkommertsbank on the seventh item of the agenda "Approval of the share exchange ratio. The procedure and terms of JSC Kazkommertsbank's share sale" in the minutes to Annual General Shareholders' Meeting of Joint Stock Company Kazkommertsbank No.2 dated 20 April 2018 and approval of the share exchange ratio.

2. To amend 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 to Joint General Shareholders' Meeting of Joint Stock Company Halyk Savings Bank of Kazakhstan and Joint Stock Company Kazkommertsbank No.1 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."

3. 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 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 to Joint General Shareholders' Meeting of Joint Stock Company Halyk Savings Bank of Kazakhstan and Joint Stock Company Kazkommertsbank No.1 dated 20 April 2018, subject to changes specified in paragraph 2 of this resolution.

4. To determine that in case the Transfer Certificate approved by the resolution of the Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank is not signed until 10 September 2018, the resolution shall be null and void.

5. If the resolution becomes invalid,  the Board of Directors of JSC Halyk Bank and the Board of Directors of JSC Kazkommertsbank shall ensure appropriate measures for submitting for consideration of the Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank 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 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 to Joint General Shareholders' Meeting of Joint Stock Company Halyk Savings Bank of Kazakhstan and Joint Stock Company Kazkommertsbank No.1 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 the General Shareholders' Meeting is 9,669,626,015. "For" - 9,330,390,386, "against" - 339,235,629, "abstain" - 0, take no part in the voting - 344,872,619.

Total amount of voting shares of JSC Kazkommertsbank is 2,902,362,029. Total amount of votes of shareholders of JSC Kazkommertsbank, who have been registered to participate in the General Shareholders' Meeting, is 2,819,423,070. "For" - 2,819,423,070, "against" - 0, "abstain" - 0, take no part in the voting - 82,938,959.

The resolution was passed by supermajority out of total voting shares of JSC Halyk Bank and by supermajority 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