Notice of Annual General Meeting of Shareholders

Notice of Annual General Meeting of Shareholders

Nurbank Joint-Stock Company, located at Republic of Kazakhstan, Almaty, Abylay khan Ave., 51–53, in accordance with the decision of the Board of Directors (protocol dated March 20, 2014), announces the convocation of the annual general meeting of shareholders regarding the results of Nurbank JSC's activities for 2013 with the following agenda:

1. Approval of the consolidated annual report of Nurbank JSC for 2013.

2. Approval of the separate annual financial report of Nurbank JSC for 2013.

3. Approval of the distribution of the net income of Nurbank JSC for 2013.

4. Determination of the procedure for forming the reserve capital of Nurbank JSC for 2013.

5. Consideration of dividend payments on common shares and the dividend size per common share of Nurbank JSC for 2013.

6. Approval of the audit organization for auditing Nurbank JSC in 2014.

7. Consideration of shareholder appeals on the actions of Nurbank JSC, its officers and the results of their consideration for 2013.

8. Changes to the composition of the Board of Directors of Nurbank JSC. Determination of the size and conditions for remuneration and expense reimbursement to the independent director of the Board of Directors for fulfilling their duties.

9. Approval of amendments and additions to the Charter of Nurbank JSC. Determination of the person authorized to sign amendments and additions to the Charter of Nurbank JSC.

10. Approval of the Corporate Governance Code of Nurbank JSC in a new edition. Determining the person authorized to sign the Corporate Governance Code of Nurbank JSC.

11. Informing shareholders of Nurbank JSC about the size and composition of remuneration for the members of the Board of Directors and Board members of Nurbank JSC for 2013.

The mentioned meeting will take place on April 29, 2014, at 10:00 AM at the address: Republic of Kazakhstan, Almaty, Abylay khan Ave., 51–53, large conference hall, 5th floor.

We invite Nurbank JSC shareholders to participate in the annual general meeting of shareholders. Information and materials regarding the agenda items and the holding of the annual general meeting of shareholders can be found at the office of Nurbank JSC, located at: Almaty, Abylay khan Ave., 51–53, phone 8 (727) 259-97-10 (Corporate Secretary Ardaq Orynbetova—ext. 5746).

Registration of participants of the annual general meeting will be carried out from 09:00 hours at the address of the general meeting of shareholders.

The list of shareholders entitled to participate in the annual general meeting of shareholders of Nurbank JSC will be compiled based on the data from the share register system of Nurbank JSC as of March 21, 2014. Please note that in accordance with point 2 of Article 39 of the Law on Joint-Stock Companies, in case, after compiling the list of shareholders entitled to attend and vote at the general meeting of shareholders, an individual included in this list disposes of their voting shares, the right to participate in the general meeting of shareholders is transferred to the new shareholder. Documents confirming ownership of the shares must be presented at this time.

To participate in the annual general meeting, shareholders who are individuals must have identification documents with them.

Representatives of shareholders who are individuals must present a notarized power of attorney, drawn up in accordance with the legislation of the Republic of Kazakhstan, and identification documents of the representative.

Representatives of shareholders who are legal entities must present a power of attorney certified by the seal of the legal entity, which is a shareholder, and identification documents of the representative. No power of attorney is required for attending and voting on issues at the general meeting of shareholders for a person who, in accordance with the laws of the Republic of Kazakhstan or a contract, has the right to act without a power of attorney on behalf of the shareholder or represent their interests.
Shareholders who are legal entities must submit a statement of compliance with the requirement of paragraph 5 of Article 17 of the Law of the Republic of Kazakhstan ‘On Banks and Banking Activities in the Republic of Kazakhstan’ by themselves and their shareholders (participants) regarding the country of registration of their shareholders (participants). The form of the statement is posted on the bank's website http://www/nurbank.kz/.

In accordance with the requirements of the Law on Joint-Stock Companies, shareholders whose shares are in nominal holding and belonging to an owner not recorded in the central depository's accounting system are not permitted to vote at the general meeting of shareholders.

In the absence of a quorum, a repeat annual meeting of shareholders of Nurbank JSC will take place on April 30, 2014, at the same time and location as above.

 

Appendix. Shareholder's Application (download .doc, 29 KB)

27.03.2014