JSC Halyk Bank: Notice of Joint General Shareholders' Meeting

Joint Stock Company Halyk Savings Bank of Kazakhstan

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

Joint Stock Company Kazkommertsbank

(135Zh, Gagarin Ave., Bostandyk district, А15Е4D4, Almaty, Republic of Kazakhstan)

Announcement of Joint General Shareholders' Meeting of Joint Stock Company Halyk Savings Bank of Kazakhstan and Joint Stock Company Kazkommertsbank

The Board of Directors of JSC Halyk Bank and the Board of Directors of JSC Kazkommertsbank hereby announce their Joint General Shareholders' Meeting to be held on 20 April 2018 at 12.00 p.m. Almaty time at the following address: Conference hall, 40, Al-Farabi Ave., Almaty, Republic of Kazakhstan.

In the absence of a quorum, the General Shareholders' Meeting shall reconvene on 23 April 2018 at 12:00 p.m. (Almaty time) at: Conference hall, 40, Al-Farabi Ave., Medeu district, Almaty, Republic of Kazakhstan.

The list of shareholders of JSC Halyk Bank entitled to participate at the General Shareholders' Meeting will be determined based on the shareholder register of JSC Halyk Bank as at 20 March 2018.

The list of shareholders of JSC Kazkommertsbank entitled to participate at the General Shareholders' Meeting will be determined based on the shareholder register of JSC Kazkommertsbank as at 20 March 2018.

Agenda:

1.      Approval of the agenda of the Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank.

2.      Determination of the number of members and terms of powers of the Ballot Committee of the Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank, election of its members. 

3.        Voluntary reorganization of JSC Halyk Bank and JSC Kazkommertsbank through JSC Kazkommertsbank's merger into JSC Halyk Bank.

4.        Approval of the share exchange ratio. The procedure and terms of acquisition of the shares.

5.        Approval of the Agreement on Merger of Joint Stock Company Kazkommertsbank into Joint Stock Company Halyk Savings Bank of Kazakhstan.

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:

for shareholders of JSC Halyk Bank - at the location of the Management Board of JSC Halyk Bank, and on the corporate website of JSC Halyk Bank: http://www.halykbank.kz;

for shareholders of JSC Kazkommertsbank - at the location of the Management Board of JSC Kazkommertsbank, and on the corporate website of JSC Kazkommertsbank: http://www.qazkom.kz.

In case of request for materials on the items of the agenda of the General Shareholders' Meeting from a shareholder, 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:

for shareholders of JSC Halyk Bank: 8 (727) 259 07 77, 8-8000 8000 59;

for shareholders of JSC Kazkommertsbank: 8 (727) 2 585 221, 8 (727) 2 585 145 ext. 56153, 58889, 57868.

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

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 on Banks by its shareholders (participants). The statement form for shareholders of JSC Halyk Bank is available on the corporate website of JSC Halyk Bank: http://www.halykbank.kz. The statement form for shareholders of JSC Kazkommertsbank is available on the corporate website of JSC Kazkommertsbank: http://www.qazkom.kz.

Shareholders of JSC Halyk Bank and JSC Kazkommertsbank are invited to participate at the Joint General Shareholders' Meeting of JSC Halyk Bank and JSC Kazkommertsbank.

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 

Board of Directors

JSC Kazkommertsbank