Announcement of the Extraordinary Meeting of Shareholders in Kazkommertsbank
29.01.2009
The Board of Directors of the Joint Stock Company Kazkommertsbank (hereinafter “the Bank”) located at 135zh, Gagarin St., Almaty, Kazakhstan, on January 28, 2009 decided to announce the call for an extraordinary general meeting (EGM).
The EGM will take place at 11:00 a.m. (Almaty time)on March 2, 2009 at the Bank’s offices at 135zh, Gagarin St., Almaty, Kazakhstan. Shareholder registration will commence on March 2, 2009 at 10:30 a.m.
In case of a cancellation of the general shareholders meeting, the meeting will be rescheduled for 11:00 am on March 3, 2009 at the same location.
The list of shareholders eligible to take part in the EGM will be drown up based on the registry of owners of securities as of February 2, 2009.
EGM agenda:
(1) Increase in the number of authorized shares of the Bank:
- increase in the number of authorized common shares of the Bank by 325 million common shares;
- increase in the number of authorized preferred shares of the Bank by 50 million preferred shares;
- approval of the new number of authorized shares of the Bank at 1,275 million shares, including 1,100 million common shares and 175 million preferred shares.
(2) Approval of amendments and additions #1 to the Share Offering Prospectus of Kazkommertsbank.
The materials presented for the discussion at the general shareholders meeting will be available for shareholders review not later than 10 days before extraordinary shareholders meeting at: phone # 00 7 3272 585 221 and mail – room 104, 135zh, Gagarin St., Almaty, Kazakhstan, 050060.
Shareholders holding 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 February 25, 2009 in order to take part in the EGM:
- Name of the shareholder;
- Citizenship / Origin of the shareholder, type of the document to identify owner and document entries;
- Number of shares held by owner
- Letter of Attorney for their representative to The Bank of New York to authorize the representative to take part and vote in the general shareholders meeting.
The Bank would like to inform its shareholders that, according to the Law on Joint Stock Companies, the shares in the nominal holding and shares for which no owner information is registered with the Central Depository of Kazakhstan, are not eligible to vote.
Brief information on agenda topics:
Topic 1. On January 15, 2009, the Bank signed agreements with the Government of Kazakhstan stipulating major terms of the Bank’s participation in the stabilisation programme to maintain volumes of lending to the real sector of the economy. The parties to the signed agreements included SamrukKazyna National Welfare Fund, Kazkommertsbank and its major shareholders including the Central Asian Investment Company (CAIC), Alnair Capital Holding (“Alnair”) and Mr. Subkhanberdin, with joint ownership of 69.89% of total outstanding common shares of the Bank.
According to the signed documents, the parties agreed to implement agreed measures on the stabilization of the economy and increase the share capital of the Bank through share placement. This will provide additional financing to the real sector of the economy and will help maintain the stability of the financial system. SamrukKazyna will provide not less than US$ 300 million in total to the Bank. SamrukKazyna's stake in Kazkommertsbank will be equal to 25% of the total outstanding common stock of the Bank, and the Bank's major shareholders (CAIC, Mr. Subkhanberdin, Alnair and the European Bank for Reconstruction and Development) will continue to maintain control of the Bank. SamrukKazyna will not participate in the day-to-day management of Kazkommertsbank.
In order to fulfill these agreements, the Bank intends to conduct a new share placement. As a result, after execution of pre-emptive rights by shareholders, 25% of common shares should be acquired by the Government represented by the SamrukKazyna Fund. Taking into account the following conditions, the number of authorized shares of the Bank should be increased:
· Currently, the total number of authorized shares of the Bank is 900 million shares, including 775 million common shares (575 million issued and 200 million authorized), and 125 million issued preferred shares.
· The number of authorized, but not issued common shares (200 million common shares) is not sufficient to simultaneously provide for execution of pre-emptive rights by existing shareholders, and for the acquisition of the 25% of common shares by the SamrukKazyna fund.
· The Bank does not have authorized, but not issued preferred shares.
The Board of Directors suggests an increase in the total number of shares in the following manner:
(1) To increase the total number of authorized common shares of the Bank by 325 million common shares;
(2) To increase the total number of authorized preferred shares of the Bank by 50 million preferred shares;
(3) To approve the new number of authorized shares of the Bank at 1,275 million shares, including 1,100 million common shares, and 175 million preferred shares.
The date and price of the share placement as well as the number of shares to be offered will be defined by the Board of Directors of the Bank.
Topic 2. The Board recommends the following changes to the Share Issue Prospectus of Kazkommertsbank:
(1) To update the information on the Bank, its Board of Directors, Management Board, Executive Directors, Directors of branches, subsidiaries, and other changes that took place following approval of the Prospectus in 2007;
(2) To reflect the new number of the shares of the Bank based on the decision on the Topic 1 of the Agenda.
The Board of Directors of the Bank recommends that shareholders of the Bank vote in favor of all proposals on the agenda.
For contacts:
Mayra Saburova, Corporate Secretary
Aliya Nursipatova, Head, Investor Relations
Tel.: +7 (727) 258-51-25, E-mail: investor_relations@kkb.kz
Larissa Kokovinets, Director, Public Relations
Tel.: +7 (727) 258-54-56, E-mail: pr@kkb.kz
Tel.: +7 (727) 258-54-56, E-mail: pr@kkb.kz