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]