DGAP-Regulatory: JSC Halyk Bank: Resolutions adopted at the Annual General Shareholders' Meeting

28 Apr 2016 09:32

JSC Halyk Bank / Miscellaneous - High PriorityJSC Halyk Bank: Resolutions adopted at the Annual General Shareholders'Meeting 28-Apr-2016 / 09:31 CET/CESTDissemination of a Regulatory Announcement, transmitted by EquityStory.RS,LLC - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Resolutions adopted at the Annual General Shareholders' Meeting held on 22April 2016 Following the Annual General Shareholders' Meeting held on April 22, 2016,the Board of Directors of JSC Halyk Bank (LSE: HSBK ) hereby announcesresolutions adopted at the Annual General Shareholders' Meeting. The following resolutions on items of the agenda have been adopted: 1. The agenda of the Annual General Shareholders' Meeting of JSC Halyk Bank as of 22 April 2016 was approved by majority of JSC Halyk Bank's total voting shares. 2. Approval of JSC Halyk Bank's annual financial statements for the year ended 31 December 2015 and independent auditor's report was approved by simple majority of JSC Halyk Bank's total voting shares. 3. Determination of the audit firm Deloitte LLP for conducting audit of the financial statements of JSC Halyk Bank on the results of operations for 2016-2018 was approved by simple majority of JSC Halyk Bank's total voting shares. 4. The distribution of the net income of JSC Halyk Bank for the year 2015 was approved by simple majority of total voting shares as follows: - part of net income not exceeding KZT 338 215 168,00 (three hundred andthirty eight million two hundred and fifteen thousand one hundred andsixty-eight tenge 00 tiyn) to be allocated for payment of dividends onpreferred shares of JSC Halyk Bank (NIN KZ1P33870117) and preferred sharesconvertible to common shares of JSC Halyk Bank (NIN KZ1P33870216), in theamount stipulated by the Share Issue Prospectus of JSC Halyk Bank and inthe order stipulated by the authorized body of JSC Halyk Bank (includingthe amount of taxes to be payable in accordance with legislation of theRepublic of Kazakhstan);- the dividends on common shares of JSC Halyk Bank shall not be accrued andpaid;- part of net income of JSC Halyk Bank, which is remained after payment ofdividends on preferred shares of JSC Halyk Bank and preferred sharesconvertible to common shares of JSC Halyk Bank, shall not be distributedand shall be allocated to retained earnings. 5. To take into consideration 2015 Performance Report of the Board of Directors of JSC Halyk Bank as submitted to the Annual General Shareholders' Meeting and to acknowledge the performance of the Board Directors and execution of functions by the members of the Board of Directors as positive. The resolution was adopted by simple majority of total voting shares. 6. Early termination of powers of Mr. Ulf Wokurka starting from 22 April 2016 was approved by simple majority of total voting shares. 7. Election of Mr. Anvar Saidenov as the member of the Board of Directors of JSC Halyk Bank, an independent director and determination of the term of his powers was approved by majority of total voting shares. 8. Exchange of outstanding preferred shares of JSC Halyk Bank and preferred shares convertible into common shares of JSC Halyk Bank for the common shares of JSC Halyk Bank and determination of conditions and procedures for such exchange were adopted by simple majority of total voting shares as follows: - the outstanding preferred shares of JSC Halyk Bank and preferred sharesconvertible to common shares of JSC Halyk Bank for common shares of JSCHalyk Bank to be exchanged: not later than 31 December 2016;- the outstanding preferred shares of JSC Halyk Bank and preferred sharesconvertible to common shares of JSC Halyk Bank for common shares of JSCHalyk Bank to be exchanged under following ratio: 1 (one) preferred shareof JSC Halyk Bank and (or) preferred share convertible to common share ofJSC Halyk Bank is exchanged for N common shares of JSC Halyk Bank.Indicator (N) is calculated under the below formula: KZT140 N = -------------------, where MpThe Mp is a market price of common share of JSC Halyk Bank, effective atthe date of the Annual General Shareholders' Meeting, which decided toexchange the outstanding preferred shares of JSC Halyk Bank and preferredshares convertible to common shares of JSC Halyk Bank for common shares ofJSC Halyk Bank, determined by JSC Kazakhstan Stock Exchange, according toits internal documents and published by JSC Kazakhstan Stock Exchange onits website (www.kase.kz) once a week on the first working day of thiscalendar week, tenge.The result of the indicator (N) is rounded down to the nearest wholenumber.In addition the holders of preferred shares of JSC Halyk Bank and (or)preferred shares convertible to common shares of JSC Halyk Bank shall becompensated per 1 (one) preferred share of JSC Halyk Bank and (or)preferred share convertible to common share of JSC Halyk Bank (Ko), asfollows:Ko = KZT140 - Mp * N.Total amount of compensation (Ki) is calculated under the below formula:Ki = Ko * Аi, whereАi - the amount of preferred shares of JSC Halyk Bank and (or) preferredshares convertible to common shares of JSC Halyk Bank, owned by i-holder ofpreferred shares of JSC Halyk Bank and (or) preferred shares convertible tocommon shares of JSC Halyk Bank, at the date of exchange of preferredshares of JSC Halyk Bank and (or) preferred shares convertible to commonshares of JSC Halyk Bank for common shares of JSC Halyk Bank, pieces.The procedure of payment of compensation to holders of preferred shares ofJSC Halyk Bank and (or) preferred shares convertible to common shares ofJSC Halyk Bank:The compensation is paid by JSC Halyk Bank in non-cash form in tenge bytransferring money to the bank accounts of the holders of preferred sharesof JSC Halyk Bank and (or) preferred shares convertible to common shares ofJSC Halyk Bank within 10 (ten) working days from the date following the dayof the exchange of outstanding preferred shares of JSC Halyk Bank andpreferred shares convertible to common shares of JSC Halyk Bank for commonshares of JSC Halyk Bank.The persons eligible for compensation are listed in the register of holdersof preferred shares of JSC Halyk Bank and (or) preferred shares convertibleto common shares of JSC Halyk Bank at the date of the exchange ofoutstanding preferred shares of JSC Halyk Bank and preferred sharesconvertible to common shares of JSC Halyk Bank for common shares of JSCHalyk Bank.If a non-resident of the Republic of Kazakhstan holds the preferred sharesof JSC Halyk Bank and (or) preferred shares convertible to common shares ofJSC Halyk Bank, the compensation will be paid in tenge, if suchnon-resident has opened KZT bank account within Kazakhstan;- additional terms of exchange of outstanding preferred shares of JSC HalykBank and preferred shares convertible to common shares of JSC Halyk Bankfor common shares of JSC Halyk Bank:the holder of preferred shares of JSC Halyk Bank and (or) preferred sharesconvertible to common shares of JSC Halyk Bank, eligible to send to JSCHalyk Bank a written application for redemption of preferred shares of JSCHalyk Bank and (or) preferred shares convertible to common shares of JSCHalyk Bank owned by him at the price of KZT140 per share, determined underthe Methodology of determining the value of shares at their redemption byJSC Halyk Bank on the over-the-counter securities market, which is approvedby the decision of the General Shareholders' Meeting of JSC Halyk Bank(No.28 dated 23 April 2010), within 30 (thirty) calendar days from thedecision date of the Annual General Shareholders' Meeting to exchange alloutstanding preferred shares of JSC Halyk Bank and preferred sharesconvertible to common shares of JSC Halyk Bank for common shares of JSCHalyk Bank;the outstanding preferred shares of JSC Halyk Bank and preferred sharesconvertible to common shares of JSC Halyk Bank for common shares of JSCHalyk Bank to be exchanged after payment of dividends on preferred sharesof JSC Halyk Bank and preferred shares convertible to common shares of JSCHalyk Bank, for the year ended 2015. 9. Increase in the number of authorized common shares of JSC Halyk Bank and change of the type of unallocated authorized preferred shares for common shares of JSC Halyk Bank under 1:1 ratio was approved by qualified majority of total voting shares. 10. The proposed amendments to the Charter of JSC Halyk Bank were approved by simple majority of total voting shares as submitted for consideration to the Annual General Shareholders' Meeting. Powers of attorney to sign amendments to the Charter of JSC Halyk Bank were entrusted to the Corporate Secretary of JSC Halyk Bank Mr. Igor Lyashenko. 11. The proposed amendments to the Corporate Governance Code of JSC Halyk Bank as submitted for consideration to the Annual General Shareholders' Meeting were approved by qualified majority of total voting shares. 12. The proposed amendments to the Regulations on the Board of Directors of JSC Halyk Bank as submitted for consideration to the Annual General Shareholders' Meeting were approved by simple majority of total voting shares. 13. The proposed amendments to the Methodology of determining the value of shares to be repurchased by JSC Halyk Bank on over-the-counter securities market were approved by qualified majority of total voting shares. 14. To take into consideration the amount and structure of remuneration of the members of the Board of Directors and the Management Board of JSC Halyk Bank as proposed to the Annual General Shareholders' Meeting. The resolution was adopted by simple majority of total voting shares. 15. To take into consideration the information on JSC Halyk Bank shareholders' appeals on actions of JSC Halyk Bank and its officials as proposed to the Annual General Shareholders' Meeting and results of consideration thereof. The resolution was adopted by simple majority of total voting shares. 16. Determination of the number and the term of powers of members of the Ballot Committee of JSC Halyk Bank, election of the Ballot Committee members was approved by simple majority of total voting shares. For further information please contact: Halyk Bank Viktor Skryl, Director, International Department + 7-727-259-0427 Mira Kasenova, Head of Financial Institutions + 7-727-259-0430 --------------------------------------------------------------------------- 28-Apr-2016 The EquityStory.RS, LLC Distribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases.Media archive at www.dgap.de/ukreg --------------------------------------------------------------------------- Language: English Company: JSC Halyk Bank 109V, Abay ave 050008 Almaty Kazakhstan Phone: +7 727 259 04 27 Fax: +7 727 259 04 64 E-mail: halykteam@halykbank.kz Internet: http://halykbank.kz ISIN: US46627J3023 WKN: A0LF36 Category Code: MSCH TIDM: HSBK Sequence Number: 3120 Time of Receipt: 28-Apr-2016 / 09:31 CET/CEST End of Announcement EquityStory.RS, LLC News Service --------------------------------------------------------------------------- 458571 28-Apr-2016

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