Announcement of the Annual General Meeting of Shareholders in Kazkommertsbank
22.04.2009
The Board of Directors of the Joint Stock Company Kazkommertsbank (“the Bank”), located at 135zh, Gagarin St., Almaty, Kazakhstan, announces that it will hold its Annual General Meeting (AGM) on 26 May 2009 at 1100 hours at 135zh, Gagarin St., Almaty, Kazakhstan. Shareholder registration will commence at 1030 hours on 26 May 2009.
In case of cancellation, the AGM will be rearranged for 1100 hours on 27 May 2009 at 135zh, Gagarin St., Almaty, Kazakhstan.
The completion date for the list of shareholders eligible to take part in the AGM is set for 24 April 2009.
Agenda:
- The Management Board's report on the results of the Bank's activities in 2008;
- Approval of the 2008 audited annual financial statements of the Bank;
- Net profit distribution for 2008:
- dividends on common shares of the Bank;
- dividends on preferred shares of the Bank;
- reserve capital of the Bank;
- net profit distribution for 2008.
- Approval of the fees to the Bank's Board of Directors;
- Information to shareholders regarding the amounts and structure of the fees to the Bank's Board of Directors and Management Board;
- Extension of the term for Mr. M.Yerzhanov, an independent director of the Bank;
- Authorization for the Board of Directors of the Bank to approve a Share Issue Prospectus and amendments to it;
- Consideration of any shareholder's appeals to the Bank regarding its authorities' actions, and the results of su
Shareholders that hold depositary receipts for which the shares of the Bank are an underlying asset should provide the following data to The Bank of New York before 20 May 2009 to take part in the AGM:
1) Name of the shareholder;
2) Citizenship / Origin of the shareholder, type of document used to identify the owner and document entries;
3) National identification number of shares (ISIN);
4) Number of shares held by the owner and a Letter of Attorney for their representative at The Bank of New York to authorize that representative to take part and vote in the general shareholders’ meeting.
The Bank would like to make clear that according to the Kazakh Law “On Joint Stock Companies”, the shares held by nominees and shares regarding the ownership of which there is no information with the Central Depository of Kazakhstan are not eligible to vote.
Brief information on the agenda items:
Item 1. Shareholders may familiarize themselves with materials on the items 1 and 2 upon request at by applying within terms set in the legislation: phone # 00 7 3272 585 221 and mail – room 104, 135zh, Gagarin St., Almaty, Kazakhstan, 050060.
Item 2. Shareholders may familiarize themselves with materials on the item 2 on the corporate web-site of the Bank at: http://en.kkb.kz/page/FinancialReports.
Item3:
3.1. The Board of Directors recommends toshareholders not to pay dividends on common shares based on the 2008 results.
3.2. Each year the general shareholders’ meeting of the Bank announces the effective date for payment of dividends on preference shares of the Bank. According to the Shares Emission Prospectus, the dividends on preference shares of the Bank are fixed at 0.04 USD per one preference share. It is proposed to set 10 December 2009 as a start date for the payment of dividends on preference shares. The completion date for the list of shareholders eligible for payment of dividends on preference shareholders is 10 November 2009.
3.3. According to the Decree of the Agency for Financial Supervision dated 30 November 2007 "On introduction of changes and additions to the Decree of the Management Board of the National Bank of Kazakhstan as of 26 Februray 2000 #70 on minimum reserve capital for second-tier banks", the minimum reserve capital for second-tier banks should not be less than 2 per cent of the loan book of the bank, under the legislation of Kazakhstan.
Following devaluation of tenge in February 2009 to 150 tenge per 1 USD (+/- 3 per cent), re-calculation of loans denominated in foreign currency under the new exchange rate led to an increase in the Bank's classified loan book to KZT 2,496,489,596,000 as at 1 April 2009. Two per cent of this amount is KZT 49.93 billion, thus the required minimum reserve capital is KZT 50 billion.
As at 1 April 2009, the Bank’s reserve capital totaled KZT 44.6 billion, which means that the Bank will require additional reserve capital of KZT 5.4 billion. According to the legislation, the reserve capital of the banks should come from their net profit, thus allocation of the above-mentioned amount to increase the reserve capital of the Bank will not affect the Bank’s equity, as retained earnings from previous years and provisions formed from net profit are included in the equity of the Bank. Taking into account the above facts, shareholders are recommended to increase the reserve capital of the Bank by KZT 5.4 billion out of retained earnings from previous years and to set the reserve capital at KZT 50 billion.
3.4. The net profit of the Bank in 2008 was KZT 20.16 billion. According to the Law on Joint-Stock Companies and the Bank’s Charter, the decision on the payment of any dividends on common shares is one for the shareholders’ Annual General Meeting (AGM). Taking into account the necessity to maintain the Bank’s capital adequacy ratio and Bank’s conglomerate, the recommendation is wholly to retain 2008’s net profit, and assign the net income after taxation for 2008 to retained earnings.
Items 4 and 5. Shareholders may familiarize themselves with materials on the Items 4 and 5 upon request by applying within the terms set out under the legislation: phone # 00 7 3272 585 221 and mail – room 104, 135zh, Gagarin St., Almaty, Kazakhstan, 050060.
Item 6: At the last shareholders’ AGM of the Bank, on 30 April 2008, Mr. M. Yerzhavnov’s term as an independent director of the Board was set at at one year (until the next AGM). It is proposed to extend Mr. M. Yerzhavnov’s term by a further year until the next AGM.
Item 7. Legislation of the Republic of Kazakhstan does not directly stipulate which authorized body of the joint-stock company should approve the Share Issue Prospectus/amendments to the Share Issue Prospectus. Currently, based on the existing practice of the Bank, amendments to the Share Issue Prospectus of the Bank/a revised edition of the Share Issue Prospectus of the Bank are approved at the AGM.
The legislation of the Republic of Kazakhstan provides for certain events whereby anissuer should introduce amendments to the Share Issue Prospectus, for example due to changes in the number of authorized shares, significant changes to the issuer’s shareholding structure, changes to the structure of authorized entities of the issuer, a change to the issuer’s registrar , etc. Additionally, the issuer may introduce and provide to the authorized body changes and additions to the Share Issue Prospectus in the case of changes to other information provided in the Share Issue Prospectus.
It should be noted that in many cases, when introduction of amendments to the Share Issue Prospectus is needed, a general shareholders’ meeting is not required. Moreover, calling a general shareholders’ meeting is a lengthy and unreasonable process to approve solely technical amendments to the Share Issue Prospectus.
In this regard, it is suggested that the shareholders of the Bank approve the following procedure to approve amendments to the Share Issue Prospectus/approve a revised edition of the Share Issue Prospectus keeping separate the areas of competence of the Bank’s ultimate authority – in the form of the general shareholders’ meeting, and those of its Board of Directors:
(1) If, according to legislation or the Bank’s Charter, introduction of amendments to the Share Issue Prospectus of the Bank should be based on the decision of the general shareholders’ meeting (e.g. an increase in the number of authorized shares of the Bank or amendments to the methodology for the calculation of the share price for a buy-back by the Bank, etc.), that decision will be made at a general shareholders’ meeting. Based on the decision of such a meeting, the Board of Directors of the Bank will approve amendments to the Share Issue Prospectus (or approve a revised edition of the Share Issue Prospectus);
(2) If the introduction of amendments to the Share Issue Prospectus does not need to be based on a decision of the general shareholders’ meeting (e.g. changes to the Bank’s large shareholding structure, a change of the Bank’s registrar, etc.), the Board of Directors of the Bank will approve the introduction of such amendments to the Share Issue Prospectus (or approve a revised edition of the Share Issue Prospectus) other than when it concerns issues that fall within the competence of a general shareholders’ meeting of the Bank).
Item 8: In 2008 the shareholders did not apply to the Bank with complaints about any of the actions of the Bank or its authorities.
For further details please contact
Ms Aliya Nursipatova, Investor Relations
+7 (727) 258 51 25 email: investor_relations@kkb.kz
Ms Larissa Kokovinets, Director of Public Relations Department
+7 (727) 258 54 56, email: pr@kkb.kz
Ms Mayra Saburova, Corporate Secretary
+7 (727) 258 52 21, email: msaburova@kkb.kz