OREANDA-NEWS. On 17 March 2009 was announced, that the information published at the Kazakhstan Stock Exchange website about the disaffiliation of Kazkommertsbank JSC with shareholders of Ular Umit Pension fund JSC and Zhetysu Pension asset management company JSC, of the following: "The Pension Fund Ular Umit JSC (the Fund) is one of the largest pension funds in Kazakhstan. Kazkommertsbank’s JSC as one of its shareholders was to implement an investment policy that would protect the interests of the Fund’s clients.

During 2008 Kazkommertsbank made significant investments into Ular Umit, taking measures to capitalize it and to optimize the fund’s performance. However, as a non-controlling shareholder of the Fund and the company managing the Fund’s assets – Zhetysu Pension Asset Management Company (the Company), the Bank was unable to influence decisions made by the Fund and the Company. In 2008 the Fund reported a KZT 4,80 billion net loss. The Company’s net loss in 2008 amounted to KZT 2,68 billion. Given that Kazkommertzbank could not take responsibility for investment policies of the Fund and the Company, the decision was reached to sell the stake in the Fund and in the Company". Large shareholders of Ular Umit Pension fund JSC – which are the Terminal LLP and The Company VneshInvest LLP, and also the sole shareholder of the Zhetysu - MMA Holding LLP; they claim that the information in the press-release of Kazkommertzbank (hereinafter the Bank) was untrustworthy.

The untrustworthy information is that, as a non-controlling shareholder of the Fund and the company managing the Fund’s assets – Zhetysu Pension Asset Management Company (the Company), the Bank was unable to influence decisions made by the Fund and the Company. The following ascertains this. According to the subclause 17 of the Article 1 of the law "About joint stock companies", a minor shareholder is a shareholder, who holds less than 10% voting shares of a joint stock company. In accordance with the subclause 23 of the Article 1 of the Law "About joint stock companies" a major shareholder is a shareholder or several shareholders, based on the agreement between them, under which (they possess in total) ten and more percent of the voting shares of the joint stock company. As mentioned in the press-release, the bank has sold 49,35% stake in the Fund and 50% stake in the Company to the controlling shareholders of the Fund. In connection with this, the Bank as the shareholder of 49.35% stake in the Fund and 50% stake in the Company is not considered as the minor shareholder but it is acknowledged as the major shareholder of the Fund and the Company.

According to the clause 2 of the Article 36 of the law about pension funds without a consent of the Agency of the Republic of Kazakhstan on regulation and supervision of financial markets and financial organizations (hereinafter – the competent authority), no one has a right to own, use and manage more than 25% shares of the pension fund, except for a corporate pension fund. Meanwhile, with the consent of the competent authority the bank has owned, used and managed 49,35 % shares of the Fund. Before selling the stake, each of the companies – the Terminal LLP and the Company "VneshInvest" LLP held a 23% stake in the Fund. 4,6 % shares of the Fund are in a Astana Finance JSC trust management.

As a result, the stake owned by the Bank, exceeded twice the stakes of other large shareholders of the Fund which are the Terminal LLP and the Company "VneshInvest" LLP; and also the stake allowed to the Bank to have the most voting rights at the general shareholders’ meeting of the fund. According to the articles of incorporation of the Fund and the Company, the management body is a board of directors. In the board of directors of the Fund and the Company, consisting of 6 members, the interests of the Bank were presented by two members of the Board of Directors in the Fund and the Company. Pursuant to the constitutive documents of the Fund and the Company, the decisions of the Board of Directors were considered as valid if there were a voting of not less than five members of the board of directors. As a result of this, the board of directors of the Fund and the Company had taken the joint decisions with the bank’s representatives. Besides, the representative of Kazkommertsbank was a chief executive officer of the Company by the end of year 2008.

Meanwhile, the large shareholders of the Fund which are Terminal LLP, The Company "VneshInvest" LLP, the sole shareholder of the Company - the MMA Holding LLP, and the trust managing company Astana Finance JSC, their representatives in the board of directors of the fund and the Company, have undertaken the required measures for financial stabilization of the Fund and the Company and protection of interests of shareholders of the Fund. Meanwhile, Kazkommertzbank and its representatives in the board of directors blocked the decisions focused on the financial stabilization of the Fund and the Company. Under the financial stabilization of the Fund and the Company, MMA Holding LLP additionally capitalized additional funds to the Zhetysu Company, which further were transferred to the pension fund for compensation of a negative investment income of pension fund clients. MMA Holding LLP was the sole shareholder, which made a capitalization in amount of not more than KZT 7,5 billion.

As mentioned earlier, the press-release that was placed at the KASE website contains the untrustworthy information about the inability of Kazkommertsbank JSC to influence the decisions of the Fund and the Company. This untrustworthy information could lead to the improper and inadequate knowledge about the fund and the Company management. Therefore, the purpose of this message is to deliver the adequate information about the Fund management to investees and persons who would like to work with the Fund. More detailed information and documentation proving the facts mentioned above will be presented by the Fund and by the Company as per request of the interested persons.