Halyk Savings Bank Announces Agenda of EGM
OREANDA-NEWS. On January 16, 2007 the Board of Directors of JSC Halyk Bank (LSE: HSBK) hereby announced its Extraordinary General Shareholders’ Meeting to be held on 21 February 2008 at 11 a.m. Almaty time at the following address: 40 Kurmangazy Str, Almaty, the Republic of Kazakhstan, reported the press-centre of Halyk Savings Bank.
Agenda of the Extraordinary General Shareholders’ Meeting
The following issues are proposed for voting at the Extraordinary General Shareholders’ Meeting:
1. Approval of number of members of the Board of Directors of JSC Halyk Bank.
2. Approval of the term of power of the Board of Directors of JSC Halyk Bank.
3. Election of directors to the Board of Directors of JSC Halyk Bank.
4. Approval of amendments to the Charter of JSC Halyk Bank.
5. Approval of amendments to the Corporate Governance Code of JSC Halyk Bank.
6. Approval of amendments to the Terms of the Board of Directors of JSC Halyk Bank.
7. Approval of amendments to the Regulations of JSC Halyk Bank on Share Buyback and
Methodology for Estimation of Re-purchase Price.
8. Early termination of power of the Counting Board of JSC Halyk Bank. Approval of number of
members and the term of the Counting Board; election of members to the Counting Board of JSC
Halyk Bank.
List of shareholders entitled to participate at the general shareholders’ meeting of JSC Halyk Bank will be determined based on the shareholder register of JSC Halyk Bank as at 21 January 2008.
In accordance with the provisions of Article 43.1 of the Law of the Republic of Kazakhstan “On Joint Stock Companies” the above agenda may be supplemented with additional items proposed for voting by a major shareholder (a shareholder or a group of shareholders, acting on the basis of the agreement between them, which individually (or jointly) hold ten per cent or more of voting shares of the Bank) or by the Board of Directors subject to prior notification to the shareholders of such supplements not later than fifteen days prior to the date of the shareholders’ meeting, or, alternatively, as it is provided for by Article 43.4 of the Law of the Republic of Kazakhstan “On Joint Stock Companies”.
Shareholders of JSC Halyk Bank are invited to participate in the Extraordinary General Shareholders’ Meeting.
For any information and materials related to the agenda and other details of the general shareholders’ meeting please contact: for Russian speakers: (+7 7272) 590 777/590 000; for English speakers: (+7 7272) 590 430/447 765.
Registration of participants at the general shareholders’ meeting will proceed from 10.00 a.m to 10.45 a.m. Almaty time on 21 February 2008.
Individual participants should present a valid identification document and representatives of shareholders should present a respective power of attorney in accordance with the legislation of the Republic of Kazakhstan.
In the absence of a quorum the general shareholders’ meeting shall reconvene on 22 February 2008 at 11.00 a.m. Almaty time at 40 Kurmangazy Str, Almaty, the Republic of Kazakhstan.
Special note to the holders of Global Depositary Receipts (GDRs) intending to vote at the general shareholders’ meeting
Details of the procedures 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 are available on the website of JSC Halyk Bank and also from the Deutsche Bank Trust Company Americas, 60 Wall Street, New York NY, 10005 U.S.A. (the “Depositary”).
In accordance with the Law of the Republic of Kazakhstan “On Joint Stock Companies” shares in nominal holding are not eligible for voting at the general shareholders’ meeting where no information on the owner thereof has been registered in the book-entry system of the Central Depositary of the Republic of Kazakhstan.
Additionally in accordance with the Law of the Republic of Kazakhstan “On Banks and Banking Activity in the Republic of Kazakhstan”, voting rights of holders of GDRs representing common shares shall be subject to the following:
(i) they certify on behalf of the relevant beneficial owner that (i) it is not a legal entity registered in Andorra, Liechtenstein, Liberia, Monaco, the Marshall Islands or which has an affiliate registered in any such jurisdiction (unless such entity is an international bank having a credit rating of “A” or above from one of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services, Fitch Ratings Ltd. or Capital Intelligence Ltd.), or (ii) a physical person who is a participant or a shareholder in such legal entity;
(ii) they own GDRs representing less than 10 per cent. of the outstanding common shares of the Bank, or in case they own GDRs representing more than 10 per cent. of the outstanding common shares of the Bank they have obtained an approval from the Agency of Kazakhstan on Regulation and Supervision of Financial Markets and Financial Organizations for such ownership.
In consideration of the above mentioned legislative requirements and upon determining the list of shareholders entitled to participate at the general shareholders’ meeting, i.e. 21 January 2008, the “Depositary” will be requesting the holders of GDRs to disclose the identity of ultimate beneficial owners of the GDRs and certify that they are not subject to (i) and (ii) of the above paragraph. Further details and deadlines will be specified in respective requests from 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
Depositary Receipts Department
Fax: +1 732 544 6346
Telephone: +1 212 250 9100
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