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JSC Halyk Bank (HSBK)
JSC Halyk Bank: Resolutions adopted at the Joint General Shareholders'
Meeting held on 26 July 2018
30-Jul-2018 / 05:21 CET/CEST
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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, ?26?3?5, 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
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July 29, 2018 23:22 ET (03:22 GMT)
