Addition made to agenda of joint extraordinary general meeting of shareholders of Alliance Bank, ForteBank and Temirbank scheduled for November 10, 2014
24.10.14 11:01
/KASE, October 24, 14/ – Temirbank JSC (Almaty), whose securities are officially
listed on Kazakhstan Stock Exchange (KASE), has provided KASE with a notice of
making an addition to the agenda of the joint extraordinary general meeting of
shareholders of Alliance Bank, ForteBank and Temirbank, as follows:
quote
Alliance Bank Joint Stock Company (Management Board is located at: 50 Furmanov
Street, Almaty, 050004, Republic of Kazakhstan), ForteBank Joint Stock Company
(Management Board is located at: 192, Dostyk Avenue, Almaty, 050051, Republic of
Kazakhstan) and Temirbank Joint Stock Company (Management Board is located at:
68/74 Abay Avenue, Almaty, 050008, Republic of Kazakhstan) notify their
shareholders on holding of a joint extraordinary general shareholders' meeting
of the Banks (the "Meeting") at the initiative of the board of directors of the
Banks.
The Meeting will be held on 10 November 2014, starting from 10:00 a.m. (Almaty
time), at the address: Conference Room No.1, 3rdfloor, 50, Furmanov Street,
Almaty, 050004, Republic of Kazakhstan.
Registration of the participants of the Meeting will be held starting from 09:00
a.m.(Almaty time) on 10 November 2014.
The registers of the Banks' shareholders eligible to participate at the Meeting
will be compiled as of 00.00 a.m. (Almaty time) on 27 October 2014.
The agenda for the Meeting is:
1. Approval of the restructuring plan in respect of JSC Alliance Bank's
indebtedness(matter for the general shareholders' meeting of JSC Alliance
Bank.
2. Approval of the voluntary reorganisation of JSC Alliance Bank, JSC ForteBank
and JSC Temirbank by way of the consolidation of JSC ForteBank and JSC
Temirbank into JSC Alliance Bank and the procedure and the terms of such
consolidation.
3. Approval of the increase of the number of authorised common shares in
JSC Alliance Bank for placement to the shareholders of JSC ForteBank,
JSC Temirbank and the creditors of JSC Alliance Bank (matter for the
general shareholders' meeting of JSC Alliance Bank).
4. Approval of the placement of common shares in JSC Alliance Bank to the
shareholders of JSC ForteBank, JSC Temirbank and creditors of JSC Alliance
Bank (matter for the general shareholders' meeting of JSC Alliance Bank).
5. Approval of the procedure and the terms of the exchange of shares in JSC
ForteBank and JSC Temirbank for common shares in JSC Alliance Bank and the
approval of the exchange ratios in respect of such exchange of hares in JSC
ForteBank and JSC Temirbank for common shares in JSC Alliance Bank.
6. Authorisation of a person to sign and file applications to the National Bank
of the Republic of Kazakhstan for its approval of the voluntary
reorganisation, as well as to sign all other documents submitted to the
National Bank of the Republic of Kazakhstan in connection with the voluntary
reorganisation and to take any other actions on behalf of each of the Banks.
7. Authorisation of a person to sign and file applications to obtain the consent
of the Committee for Regulation of Natural Monopolies and Protection of
Competition of the Ministry of National Economy on economic concentration in
relation to the voluntary reorganisation on behalf of the Banks.
8. Approval of the transfer of the property of JSC ForteBank and JSC Temirbank
to JSC Alliance Bank within the framework of the voluntary reorganisation.
9. Consent to the termination of the corporate governance provisions (Clause
2.1(d)) of the Deed Poll made by JSC "Sovereign Wealth Fund "Samruk-Kazyna"
on 18 March 2010 (matter for the general shareholders' meeting of
JSC Alliance Bank).
10. Approval of amendments to JSC Alliance Bank's Regulations of the Board
of Directors (matter for the general shareholders' meeting of JSC Alliance
Bank).
11. Approval of methodologies of defining the value of shares during their buy-
back (issue of the general meeting of shareholders of JSC Alliance Bank
and JSC Temirbank) .
In accordance with paragraph 5 of Article 17 of the Law of the Republic of
Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan",
"legal entities registered in offshore jurisdictions as set out in a list of
such jurisdictions approved by the competent authority may not own and (or) use
and (or) dispose directly or indirectly the voting shares of banks-residents of
the Republic of Kazakhstan(ref. Letter No. 04-01-14/1615 dated 29 April 2009 of
the Agency of the Republic of Kazakhstan for the Regulation and Supervision of
the Financial Market and Financial Organizations).
Under paragraph 5-1 of the said Article, "a shareholder, participating at the
general shareholders meeting submits application, stipulating on fulfilment of
the requirement under paragraph 5-1 of this Article by its shareholders
(participants) if there is no information on registration country of these
shareholders (participants) in the bank". The second sub-paragraph of this
paragraph provides that "a shareholder that did not submit the abovementioned
application is not allowed to vote at the general shareholders meeting".
In this regard during registration participants of the Meeting should provide
documents confirming their rights to participate at the Meeting and vote on all
matters considered at the Meeting.
Shareholders of the Banks may read and acknowledge the materials of the
Meeting in the terms and procedure established by the Law of the Republic of
Kazakhstan "On Joint Stock Companies", at the address: 50, Furmanov Street,
Almaty, 050004.
In accordance with the legislation of the Republic of Kazakhstan, holders of
preference shares of JSC Alliance Bank will be entitled to vote on all items of
the agenda of the Meeting. Holders of preference shares of JSC Temirbank and
JSC ForteBank will be entitled to vote on items 2, 5and 8 of the agenda of the
Meeting.
In the event there is no quorum of the Meeting, the adjourned (repeated) joint
extraordinary general shareholders meeting of the Banks will be convened on
11 November 2014 starting from 10.00 a.m. (Almaty time) at the address:
Conference Room No.1, 3rdfloor, 50, Furmanov Street, 050004, Almaty.
Registration of participants of such meeting will be held from 09.00 a.m.
(Almaty time) on 11 November 2014.
Contacts in case of questions:
1)Corporate secretary of JSC Alliance Bank and JSC Temirbank,
telephone:+7 727 258 40 40, int. 52505;
2)Corporate secretary of JSC ForteBank, telephone: +7 7172 59 17 59
October 23, 2014
unquote
[2014-10-24]