Пресс-центр
Announcement of Joint General Shareholders’ Meeting of Joint Stock Company Halyk Savings Bank of Kazakhstan and Joint Stock Company Kazkommertsbank
Full name of JSC Halyk Bank: Joint Stock Company Halyk Savings Bank of Kazakhstan.
Full name of executive body of JSC Halyk Bank: Management Board of Joint Stock Company Halyk Savings Bank of Kazakhstan.
Location of executive body of JSC Halyk Bank: 40, Al-Farabi Ave., Medeu district, А26М3К5, Almaty, Republic of Kazakhstan.
Full name of JSC Kazkommertsbank: Joint Stock Company Kazkommertsbank.
Full name of executive body of JSC Kazkommertsbank: Management Board of Joint Stock Company Kazkommertsbank.
Location of executive body of JSC Kazkommertsbank: 135Zh, Gagarin Ave., Bostandyk district, А15Е4D4, Almaty, Republic of Kazakhstan.
In accordance with Articles 37, 41 and 83 of the Law of the Republic of Kazakhstan ""On Joint Stock Companies"" (hereinafter – the “Law on Joint Stock Companies”), Articles 60 and 60-1 of the Law of the Republic of Kazakhstan “On Banks and Banking Activities in the Republic of Kazakhstan” (hereinafter – the “Law on Banks”), the Board of Directors of Joint Stock Company Halyk Savings Bank of Kazakhstan (hereinafter – “JSC Halyk Bank"") and the Board of Directors of Joint Stock Company Kazkommertsbank (hereinafter – “JSC Kazkommertsbank”), as the initiators of convening of the meeting, inform that Joint General Shareholders’ Meeting of JSC Halyk Bank and JSC Kazkommertsbank (hereinafter - the “General Shareholders’ Meeting”) will be held on 20 April 2018 at 12:00 p.m. (Almaty time) at the address: Conference hall, 40, Al-Farabi Ave., Medeu district, Almaty, Republic of Kazakhstan.
Registration of shareholders of JSC Halyk Bank for participation in the General Shareholders’ Meeting will proceed from 09.00 a.m. to 11.45 a.m. (Almaty time) at the venue of the General Shareholders’ Meeting.
Registration of shareholders of JSC Kazkommertsbank for participation in the General Shareholders’ Meeting will proceed from 09.00 a.m. to 11.45 a.m. (Almaty time) at the venue of the General Shareholders’ Meeting.
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 of the Joint General Shareholders’ Meeting
of JSC Halyk Bank and JSC Kazkommertsbank:
- Approval of the agenda of the Joint General Shareholders’ Meeting of JSC Halyk Bank and JSC Kazkommertsbank.
- 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.
- Voluntary reorganization of JSC Halyk Bank and JSC Kazkommertsbank through JSC Kazkommertsbank’s merger into JSC Halyk Bank.
- Approval of the share exchange ratio. The procedure and terms of acquisition of the shares.
- 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.
The shareholder (shareholder’s representative), who failed to pass registration, is not taken into account when determining a quorum and shall not be entitled to vote.
The General Shareholders’ Meeting is opened at the announced time, if quorum is present.
The General Shareholders’ Meeting shall elect the Chairman and the Secretary of the General Shareholders’ Meeting, determine the voting form - open or ballot.
In accordance with clause 1 of Article 50 of the Law on Joint Stock Companies, the voting principle at the General Shareholders’ Meeting is ""one share - one vote"", except for giving one vote for proceedings items of the General Shareholders’ Meeting to each person entitled to vote at the General Shareholders’ Meeting.
During the General Shareholders’ Meeting its Chairman may bring for consideration the proposal to close debates on the considered item, as well as change the voting method thereon.
The Chairman is not entitled to interfere with speech of persons entitled to participate in the discussion of the item on the agenda, except for the cases when such speeches entail the breach of time limit of the General Shareholders’ Meeting or when debates on this item are closed.
The General Shareholders’ Meeting is entitled to make break and to extend the meeting, including the postponement of the consideration of certain items on the agenda of the General Shareholders’ Meeting to the next day.
The General Shareholders’ Meeting may be adjourned only after consideration of all items on the agenda and passing the resolutions thereon.
In accordance with clause 1 of Article 52 of the Law on Joint Stock Companies, the minutes to the General Shareholders’ Meeting shall be prepared and signed within three business days after the closing of the General Shareholders’ Meeting.
The General Shareholders’ Meeting is held in accordance with Articles 35, 36, 37, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 50, 51, 52 and 83 of the Law on Joint Stock Companies, clauses 5 and 5-1 of Articles 60 and 60-1 of the Law on Banks and Articles 26, 27 and 28 of the Charter of JSC Halyk Bank and Articles 27, 28 and 29 of the Charter of JSC Kazkommertsbank.
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.
Board of Directors
JSC Halyk Bank
Board of Directors
JSC Kazkommertsbank