OREANDA-NEWS. February 26, 2010. TEMIR CAPITAL B.V. (a private company with limited liability incorporated under the laws of The Netherlands) (the “Issuer”), reported the press-centre of TEMIRBANK.

NOTICE OF MEETING
of the holders of those of the USD300,000,000 9.0% Sr. Notes due 2011 of the Issuer presently outstanding (the “Notes”) unconditionally and irrevocably guaranteed by JSC TEMIRBANK (a joint stock company organised in the Republic of Kazakhstan) and listed on the official list of the UK Listing Authority

Common Code: 0276177861

ISIN: XS0276177861

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 3 (Provisions for Meetings of Noteholders) to the trust deed dated 24 November 2006 (the “Trust Deed”) between the Issuer, JSC Temirbank (the “Guarantor”) and The Bank of New York Mellon (formerly the Bank of New York) (the “Trustee”) in respect of the above-referenced Notes, a meeting (the “Noteholders’ Meeting”) of the holders of the Notes (the “Noteholders”) convened by the Guarantor will be held at or about 8.30 a.m. (London time) on Tuesday 16 March 2010 at the offices of Denton Wilde Sapte LLP at 1 Fleet Place, London EC4M 7WS, United Kingdom for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed. Unless the context otherwise requires, terms used in this Notice of Noteholders’ Meeting (including the Extraordinary Resolution) shall bear the meanings given to them in the Trust Deed and/or the information memorandum published by the Guarantor dated 22 February 2010 (the “Information Memorandum”).
 
Noteholders and Direct Participants must take the appropriate steps through the relevant Clearing System to ensure that Notes held through Euroclear and Clearstream, Luxembourg the subject of Electronic Voting Instructions are blocked by the Voting Instruction Deadline and that such Notes remain blocked until the earlier of (i) the conclusion of the relevant Noteholders’ Meeting (or, if later, the adjourned Noteholders’ Meeting) and (ii) the failure to obtain the necessary quorum at any such adjourned Noteholders’ Meeting.

Noteholders who do not submit or deliver or arrange for the submission or delivery of an Electronic Voting Instruction but who wish to attend and vote at the Meeting may do so in accordance with the voting and quorum procedures set out below.

EXTRAORDINARY RESOLUTION
THE TERMS OF THE EXTRAORDINARY RESOLUTION are as follows:
“THAT this Meeting of the holders (the “Noteholders”) of the USD 300,000,000 9.0% Sr. Notes due 2011 (the “Notes”) of Temir Capital B.V. (the “Issuer”), constituted by the trust deed dated 24 November 2006 (the “Trust Deed”) between the Issuer, JSC Temirbank (the “Guarantor”) and BNY Corporate Trustee Services Limited (formerly the Bank of New York) (the “Trustee”) hereby:

(i)      approves the Restructuring Plan;

(ii)      instructs the Trustee to vote the Outstanding Amount in respect of the Notes in favour of the Restructuring Plan at the Creditors’ Meeting; and further authorises and requests the Trustee for a period of up to 90 days following the date of this Meeting to so vote at any adjourned or rescheduled such meeting in favour of further amendments to the Restructuring Plan provided that the payment offered to Noteholders is no less favourable than that described in the Information Memorandum; provided further that such further authorisation and request shall be continued within such 90-day period as aforesaid unless and until the Trustee shall receive instruction in writing from persons holding or representing in the aggregate not less than 75 per cent. in principal amount of the Notes for the time being outstanding that the Trustee shall no longer vote at any adjourned or rescheduled Creditors’ Meeting;

(iii)     instructs the Trustee, upon the request of the Guarantor, to accelerate the Notes and demand payment under the Guarantee;

(iv)     instructs the Trustee to submit a Claim Form in respect of the amounts payable under the Guarantee;

(v)
(a)        assents to:

(i)         the following modifications to the Terms and Conditions for the 2011 Notes:

(a)        Condition 6 is amended to insert the following paragraph at the end thereof:

"(e) Interest in Connection with Redemption Pursuant to Condition 8(h)

Notwithstanding anything to the contrary in these Terms and Conditions, the payment of the amount in respect of accrued interest as specified in Condition 8(h) in connection with a redemption in full pursuant to such Condition, shall be deemed to fully pay and satisfy discharge all amounts due in respect of accrued and unpaid interest on the Notes."; and

(b)        Condition 8 is amended to insert the following paragraph at the end thereof:

"(h) Redemption By the Issuer or Guarantor.

If the plan proposed in the Information Memorandum dated 22 February 2010 to restructure the debts, liabilities and obligations of the Guarantor is approved by the requisite majority as described therein, the Notes shall be redeemed in whole at any time:

(i)                  upon payment by or on behalf of the Issuer or the Guarantor of an amount equal to not less than 19.70 per cent. of the principal amount outstanding of the 2011 Notes held by such holder;

(ii)              upon issue or transfer of a pro rata allocation from the 20 per cent. of the total registered and placed (issued) Common Shares as at the Restructuring Date (on a fully diluted basis and after accounting for the issuance and/or transfer to SK of Common Shares), such allocation to be as between Holders of International Notes in the same proportions as the principal amount outstanding on the International Notes held any such Holder bears to the total principal amount outstanding on the International Notes; and

(iii)             upon issue or transfer a pro rata allocation from the New International Notes, which Notes shall be allocated as between Holders of International Notes in the same proportions as the principal amount outstanding on the International Notes held by any such Holder bears to the total principal amount outstanding on the International Notes."; and

(ii)        the termination of the Guarantee and the Notes; and

 (b)           instructs the Trustee to enter into the deed of release (the “Deed of Release”) to release the Issuer and the Guarantor from their respective obligations under the Trust Deed, the Notes and the Guarantee,

         each of the above being subject to the approval of the Restructuring Plan at the Creditors' Meeting and each of the assent and instruction referred to in (v)(a) and (v)(b) above to be effective against the Guarantor's payment to the Trustee on behalf of the Noteholders of the payment in respect of the outstanding Notes in the amount as provided in the Restructuring Plan and payment of the fees and expenses of the Trustee;

(vi)     discharges and exonerates the Trustee from any and all liability to the Noteholders resulting from any act or omission in respect of the Restructuring Plan, this Extraordinary Resolution, the Deed of Release, the Supplemental Trust Deed (as defined below), the modifications to the Trust Deed described herein and of their implementation;

(vii)    authorise and direct the Trustee to concur with the Issuer and the Guarantor in the modifications referred to in paragraphs (v)(a) – (v)(b) of this resolution and, in order to give effect to them, forthwith to enter into and execute the supplemental trust deed (the “Supplemental Trust Deed”) substantially in the form of the draft produced to this Meeting and for the purposes of identification signed by the Chairman of it;

(viii)    authorises and requests the Trustee to concur in the above matters and to do all such other deeds, instruments and things and take any action which is, in the reasonable opinion of the Trustee, necessary, expedient or desirable in connection with this resolution;

(ix)     authorises the Guarantor in consultation with JSC Temirbank Creditors' Committee, such membership as constituted from time to time (the "Creditors' Committee"), to:

- take all steps necessary for the establishment of at least three special purpose vehicles (the "Creditor Shareholder SPVs");

- nominate the two initial Creditor Directors of the Bank;

- arrange for the appointment of a custodian in Kazakhstan to hold the Common Shares on behalf of the Creditor Shareholder SPVs;

- (if deemed appropriate) arrange for the Creditor Shareholder SPVs to issue securities representing the Common Shares of the Bank such as depositary receipts, participation certificates or such other securities as may represent interests in the Common Shares;

- appoint one or more additional agents for the Creditor Shareholder SPVs; and

- take all such additional action as may be necessary or expedient for the continuing operation of the Creditor Shareholder SPVs; and

(x)     discharges and exonerates each member of the Creditors' Committee and the Creditors' Committee's legal adviser from any and all liability to the Noteholders resulting from any act or omission in respect of the Restructuring Plan, this Extraordinary Resolution, the Deed of Release, the Second Supplemental Trust Deed (as defined below), the modifications to the Trust Deed described herein and of their implementation and any action taken by the Creditors' Committee pursuant to this Extraordinary Resolution,

all as provided in and subject to the conditions specified in the Restructuring Plan.

The Creditors' Committee shall not be obliged to take any steps in connection with the matters set out in paragraph (ix) of this Extraordinary Resolution until it has been indemnified, provided with security or pre-funded to its satisfaction. As at the date of this notice, no such indemnity, security or pre-funding has been provided to the Creditors' Committee.

If by ten days before the Restructuring Date, the Bank in consultation with the Creditors’ Committee have been unable to reach agreement on the terms and jurisdiction of incorporation of the Creditor Shareholder SPVs or if the formation of the Creditor Shareholder SPVs, the delivery of Common Shares to the Creditor Shareholder SPVs and/or the ability of the Creditor Shareholder SPVs to become Creditor Shareholders of the Bank, is not permitted under Kazakhstan law or is not expedient due to legal, regulatory or other reasons, then the Common Shares shall be distributed to Eligible Holders in accordance with their Entitlements or as otherwise provided for in the Restructuring Plan.

The Bank and the Creditors’ Committee make no assurances, and shall have no liability whatsoever, in respect of the establishment or failure to establish a Creditor Shareholder SPV.
 
To the extent possible, the Bank in consultation with the Creditors' Committee may seek to set-up only one Creditor Shareholder SPV, if the required approval from the FMSA and the anti-monopoly authorities can be obtained on a timely basis, the requested information needed to be provided to the FMSA is available and it is not otherwise onerous to accomplish.
 
Any failure to incorporate the Creditor Shareholder SPVs may mean that the Creditor Shareholders will not have the benefit of the Approval Matters reserved for Creditor Shareholders set out in this Restructuring Plan. In the event that the Creditor Shareholder SPVs are not incorporated then the Bank will use its best efforts to negotiate in good faith with the Creditors’ Committee to make such suitable alternative arrangements as is possible to reflect the rights that would be given had the Creditor Shareholder SPVs been incorporated.
 
No member of the Creditors' Committee, or Dewey & LeBoeuf as legal adviser to the Creditors' Committee, expresses any opinion on the terms of the Restructuring Plan, including, without limitation, the terms of the New International Notes and the Common Shares being offered to International Noteholders. Each International Noteholder is solely responsible for making its own independent appraisal of all matters (including those relating to the New International Notes and the issuance of the Common Shares) as such International Noteholder deems appropriate without relying on the Creditors' Committee, and each International Noteholder must make its own decision as to whether to approve the Extraordinary Resolutions contained herein. No member of the Creditors’ Committee has been “acting for” International Noteholders or any other creditor of the Bank in any representative capacity, has no fiduciary duties or duty of care to the Bank or any of its affiliates or any other International Noteholder or creditor of the Bank and will have no authority to act for, represent or commit any International Noteholder. The Creditors' Committee shall have no liability whatsoever to the Bank, any shareholder, Restructuring Creditor or any other party in respect of the Shareholder Creditor SPV arrangements of the Restructuring Plan.
 
The Trustee shall not be obliged to take any of the steps set out in paragraph (iii) of this Extraordinary Resolution until it has been indemnified or provided with security or pre-funded to its satisfaction. As at the date of this notice, no such indemnity, security or pre-funding has been provided to the Trustee. The Extraordinary Resolution provides that the Bank can request acceleration of the Notes to facilitate set off under Kazakhstan law and to otherwise facilitate the implementation of the Restructuring Plan.

The Trustee has had no involvement in the formulation or negotiation of the Restructuring Plan and expresses no view on its merits. Furthermore, the Trustee makes no representation as to the admissibility of any Claim Form or Form of Proxy submitted by it in the event that the Extraordinary Resolution is passed. The Trustee has not reviewed the Information Memorandum and expresses no view on its contents.

Terms used in this resolution and defined in the Notice convening this Meeting or in the Information Memorandum are used herein as so defined.”
 
Background
The Information Memorandum, a copy of which is available as indicated below, explains the background to and reasons for, gives full details of, and invites Noteholders to approve (at the Noteholders’ Meeting), the above Extraordinary Resolution.
 
Documents Available for Inspection
Noteholders may, at any time during normal business hours on any weekday (not including Saturdays, Sundays and bank and other public holidays) prior to the Noteholders’ Meeting, inspect at the offices of the Trustee, the Principal Paying Agent and the Registrar copies of the following documents:

(a)     the Trust Deed;
(b)     a draft of the Supplemental Trust Deed in respect of the Notes;
(c)     the Prospectus dated 22 November 2006 relating to the Notes;
(d)     the Paying Agency Agreement;
(e)     the Information Memorandum;
(f)      the Form of Claim Form;
(g)     the Deed of Release;
(h)     any other supplemental documents to the Trust Deed; and
(k)     the terms and conditions of the New International Notes.
Copies of the Information Memorandum and the form of proxy (referred to below) are available for collection at the specified offices of the Principal Paying Agent and the Registrar, and also on Thomson Reuters' website at: http://bonds.thomsonreuters.com/temirbank
 
General
Noteholders should pay particular attention to the requirements in respect of a quorum for the Noteholders’ Meeting and an adjourned Noteholders’ Meeting (if applicable) which are set out below. In light of such requirements, Noteholders are strongly urged either to attend the Noteholders’ Meeting or to take the steps referred to below as soon as possible in order to be represented by proxy at the Noteholders’ Meeting.

Neither the Trustee nor any of the Advisers express any view or make any recommendations as to the merits of the Extraordinary Resolution or any view on whether the Noteholders, whether individually or as a class, would be acting in their best interests in voting for or against the Extraordinary Resolution. The Trustee has not been involved in formulating or negotiating the Extraordinary Resolution relating to the Notes and makes no representation that all relevant information has been disclosed to the Noteholders in or pursuant to the Information Memorandum and this Notice of Noteholders’ Meeting. Neither the Trustee nor the Advisers have verified any of the statements made in the Information Memorandum or in this Notice.

Nothing in the Information Memorandum or this Notice of the Noteholders’ Meeting should be construed as a recommendation to the Noteholders from the Trustee or the Advisers to vote for or against the Extraordinary Resolution. Accordingly, each of the Issuer, the Guarantor, the Trustee and the Advisers recommends that Noteholders who are unsure of the impact of the Extraordinary Resolution should seek their own financial and legal advice.
 
Voting and Quorum
The provisions governing the convening and holding of the Noteholders’ Meeting are set out in Schedule 3 (Provisions for Meetings of Noteholders) to the Trust Deed, a copy of which is available for inspection as described above. The Notes are currently represented by global certificates (the “Global Certificate”) held by and registered in the name of The Bank of New York Depository (Nominees) Limited (the “Registered Holder”) as nominee for the common depositary for Euroclear and Clearstream, Luxembourg (the “Clearing Systems”, each a “Clearing System”). 

Each person (a “Beneficial Owner”) who is the owner of a particular principal amount of the Notes, as shown in the records of Euroclear or Clearstream, Luxembourg or its accountholders (“Direct Participants”), should note that such person will not be a Noteholder for the purposes of the Noteholders’ Meeting and will only be entitled to attend and vote at the Noteholders’ Meeting or to cause the appointment of a proxy to do so in accordance with the procedures set out below. On this basis, the only Noteholder for the purposes of the Noteholders’ Meeting will be the Registered Holder.

Direct Participants (directly or on behalf of Beneficial Owners) who have submitted Electronic Voting Instructions to the Clearing Systems in accordance with the procedures set out in the Information Memorandum need take no further action in relation to voting at the Noteholders’ Meeting in respect of the Extraordinary Resolution. By submitting or delivering a duly completed Electronic Voting Instruction to the relevant Clearing Systems, the Direct Participant of the Notes instructs the Registered Holder of such Notes to complete and sign a form of proxy in accordance with Schedule 3 (Provisions for Meetings of Noteholders) of the Trust Deed and in such form of proxy to authorise and instruct the International Noteholders' Tabulation Agent to act as proxy and to vote in favour of (or against, as the case may be) the Extraordinary Resolution and to take the steps referred to in the Extraordinary Resolution and authorises the Clearing Systems to disclose to the Issuer the identity of the Direct Participant.

The Registered Holder may by instrument in writing in the English language (a “form of proxy”) in the form available from the office of the Principal Paying Agent signed by the Registered Holder or, in the case of a corporation, executed under its seal or signed on its behalf by its duly appointed attorney or a duly authorised officer of the corporation and delivered to the specified office of the Principal Paying Agent not less than 24 hours before the time fixed for the Noteholders’ Meeting (or any adjourned such meeting), appoint any person (a “proxy”) to act on his or its behalf in connection with the Noteholders’ Meeting (or any adjourned such meeting).

The Beneficial Owner can request through his Direct Participant to appoint the International Noteholders' Tabulation Agent as proxy to cast the votes relating to the Notes in which he has an interest at the Noteholders’ Meeting (or any adjourned such meeting).

A proxy so appointed shall so long as such appointment remains in force be deemed, for all purposes in connection with the Noteholders’ Meeting (or any adjourned such meeting) to be the holder of the Notes to which such appointment relates and the Registered Holder of the Notes shall be deemed for such purposes not to be the holder.

Alternatively, Beneficial Owners and Direct Participants who wish a different person to be appointed as their proxy to attend and vote at the Noteholders’ Meeting (or any adjourned such meeting) should contact the relevant Clearing System to make arrangements for such person to be appointed as a proxy in respect of the Notes in which they have an interest for the purposes of attending and voting at the Noteholders’ Meeting (or any adjourned such meeting).

In either case, Beneficial Owners (or a Direct Participant itself) must have made arrangements to vote with the relevant Clearing System by not later than 24 hours before the time fixed for the Noteholders’ Meeting (or any adjourned such meeting) and within the relevant time limit specified by the relevant Clearing System and request or make arrangements for the Clearing System to block the Notes in the relevant Direct Participant’s account and to hold the same to the order or under the control of the International Noteholders' Tabulation Agent.

Notice of any adjourned meeting shall be given in the same manner as notice of the original Noteholders’ Meeting save that at least 10 days’ notice, containing the information required for the notice of the original meeting shall be given. Such notice shall also state the quorum required at such adjourned meeting.

Any Note(s) held through Euroclear or Clearstream, Luxembourg so held or blocked for either of these purposes will be released to the Direct Participant by the relevant Clearing System on the earliest of: (i) the conclusion of the Noteholders’ Meeting (or, if later, the adjourned Noteholders’ Meeting) and (ii) upon such Note(s) ceasing in accordance with the procedures of the relevant Clearing System and with the agreement of the International Noteholders' Tabulation Agent to be held to its order or under its control.

Quorum
The Extraordinary Resolution may only be considered at the Noteholders’ Meeting if the Noteholders’ Meeting is quorate. The Noteholders’ Meeting will be quorate if two or more persons being entitled to vote (whether as a Noteholder or as proxy) are present at the Noteholders’ Meeting who together hold or represent the requisite principal amount of outstanding Notes satisfying the quorum requirement as set out below.

Votes in favour of the Extraordinary Resolution must represent a majority of not less than 75 per cent. of the persons voting thereat upon a show of hands or, if a poll is duly demanded, then by a majority consisting of not less than 75 per cent. of the votes cast, for the Extraordinary Resolution to be duly passed.

If, within fifteen minutes after the time appointed for the Noteholders’ Meeting, a quorum is not present, the Noteholders’ Meeting shall stand adjourned until a date which shall be not less than 14 clear days but not more than 42 clear days as determined by the chairman of the Noteholders’ Meeting prior to the adjournment of such Meeting.

Each question submitted to a meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman, the Issuer, the Trustee or by one or more holders, proxies or representatives representing two per cent. of the Notes. Unless a poll is demanded, a declaration by the chairman that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it. If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded. A poll demanded on the election of a chairman or on a question of adjournment, shall be taken at once.

On a show of hands every person who is present in person and who produces a Note of which he is the registered holder or is a proxy or representative has one vote. On a poll every such person has one vote in respect of each USD 1,000 principal amount of Notes so produced or for which he is a proxy or representative. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way. In case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have.

This notice and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

INTERNATIONAL NOTEHOLDERS' TABULATION AGENT
 
The Bank of New York Mellon London Branch
One Canada Square
London E14 5AL
United Kingdom

PRINCIPAL PAYING AGENT
The Bank of New York, London Branch
One Canada Square
London E14 5AL
United Kingdom

REGISTRAR
The Bank of New York
Avenue des Arts 35
Kunstlaan
B-1040 Brussels
Belgium
This Notice is given by:
JSC TEMIRBANK
68/74 Abai Avenue
Almaty 050008
Republic of Kazakhstan