Hereby, JOINT-STOCK COMPANY "NURBANK" (BIN 930940000164, KAZAKHSTAN, A15E2D3, Almaty, Bostandyk District, Abay Avenue 10 "B", phone: 8(727)250-00-00; 259-97-10, fax: 8(727)250-67-03, e-mail: capital@nurbank.kz, cc_nur@nurbank.kz, website: www.nurbank.kz) invites shareholders to participate in the annual general meeting of shareholders by absentee voting.
| No | Item No. | Indicator | Information Content | |||
| 1 | 2 | 3 | 4 | |||
| 6 | Information on the Conduct of the General Meeting of Shareholders | |||||
| 1 | Form of the General Meeting of Shareholders | Absentee | ||||
| Procedure for Conducting Absentee Voting | Participation in the annual general meeting of the shareholders of JSC "Nurbank" by absentee voting without holding a meeting of the general meeting of shareholders will be carried out by completing an absentee voting ballot, which will be posted on the corporate website of JSC "Nurbank": /ru/about/shareholders/for_shareholders and on the internet resource of the financial statements depository no later than thirty calendar days before the date of the general meeting of shareholders - by April 28, 2020. Completed ballots for absentee voting on each agenda item must be submitted from 9:00 am (Nur-Sultan time) on April 29, 2020, until 6:00 pm (Nur-Sultan time) on May 28, 2020, to the Head Office of JSC "Nurbank" at the address: Republic of Kazakhstan, Almaty, Abay Ave, 10B, or to the branches/departments of JSC "Nurbank", which can be found at this link. The submission date of the absentee voting ballot will be considered as the date of its registration in the document management system of JSC "Nurbank". According to paragraph 3 of Article 46 of the Law on Joint Stock Companies, on May 29, 2020, the meeting secretary: determines the validity of received absentee voting ballots and counts the number of valid ballots and the votes indicated in them for each question on the agenda; determines the quorum of the general meeting of shareholders; compiles a protocol on the results of voting at the general meeting of shareholders. |
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| 1 | Full Name of the Executive Body of the Joint-Stock Company | Management Board of the Joint-Stock Company "Nurbank" | ||||
| 2 | Location of the Executive Body of the Joint-Stock Company | Republic of Kazakhstan, A15E2D3, Almaty, Abay Ave, 10 "B" | ||||
| 3 | Information About the Initiator of the General Meeting of Shareholders | Board of Directors of the Joint-Stock Company "Nurbank" | ||||
| 4 | Date of Preparation of the List of Shareholders Entitled to Participate in the General Meeting of Shareholders | April 24, 2020 | ||||
| 5 | Date of the Beginning of the Submission of Ballots for Counting Results of Absentee Voting | April 29, 2020 | ||||
| 6 | Date of Completion of the Submission of Ballots for Counting Results of Absentee Voting | May 28, 2020 | ||||
| 7 | Date of Counting Results of Absentee Voting | May 29, 2020 | ||||
| 8 | Agenda of the General Meeting of Shareholders of the Joint-Stock Company | 1) Approval of the agenda of the annual general meeting of shareholders of JSC "Nurbank". 2) Approval of the non-consolidated (individual) annual financial statements of JSC "Nurbank" for 2019. 3) Approval of the annual consolidated financial statements of JSC "Nurbank" for 2019. 4) Approval of the procedure for distributing the net income of JSC "Nurbank" for 2019, the decision on the payment of dividends on ordinary shares, and the size of dividends per one ordinary share of JSC "Nurbank" for 2019. 5) Considerations on shareholders' appeals on the actions of JSC "Nurbank", its officials, and the results of their review for 2019. 6) Informing the shareholders of JSC "Nurbank" about the size and composition of the remuneration of the members of the Board of Directors and Management Board of JSC "Nurbank" for 2019. 7) Approval of amendments and additions No. 1 to the Charter of JSC "Nurbank". Determination of the person authorized to sign amendments and additions No. 1 to the Charter of JSC "Nurbank". 8) Approval of amendments and additions No. 3 to the Regulation on the Board of Directors of JSC "Nurbank". |
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| 9 | Procedure for Familiarization of Shareholders of the Joint-Stock Company with Materials on the Issues of the Agenda of the General Meeting of Shareholders | According to paragraph 4 of Article 44 of the Law of the Republic of Kazakhstan "On Joint Stock Companies" (hereinafter referred to as the Law on Joint Stock Companies), materials on the issues of the agenda of the general meeting of shareholders will be ready and available for shareholders to familiarize themselves no later than ten days before the date of the general meeting of shareholders, at the location of the Management Board of JSC "Nurbank", and also on the corporate website of JSC "Nurbank": /ru/about/shareholders/for_shareholders. Upon a shareholder's request, materials on the issues of the agenda of the general meeting of shareholders will be sent to him within three working days from the date of receipt of the request, with the costs for making copies of documents and delivering documents borne by the shareholder. Shareholders can familiarize themselves with the information related to the conduct of the general meeting of shareholders by phone: +7 (727) 2500 000, ext. 5783 | ||||
| 10 | Voting Procedure | 1) Before voting on the issues of the agenda of the general meeting of shareholders, all fields in the absentee voting ballot must be filled with information about the shareholder and his personal data. To vote on the issues of the agenda of the general meeting of shareholders in the absentee voting ballot for each issue of the agenda of the general meeting of shareholders, a mark or signature must be placed in one of the cells with possible voting options: "for" or "against," or "abstain"; 2) In accordance with paragraph 6 of Article 49 of the Law on Joint Stock Companies, the absentee voting ballot must be signed by the shareholder - an individual (or his representative). The absentee voting ballot of the shareholder - a legal entity must be signed by its leader (or his representative). A ballot without the signature of the shareholder - an individual (or his representative) or the leader of the shareholder - a legal entity (or his representative) is considered invalid. 3) Shareholders must attach the following to the absentee voting ballot: Shareholders - individuals (residents of the Republic of Kazakhstan and non-residents of the Republic of Kazakhstan): 1. A copy of the identity document of the shareholder; 2. In case the ballot is signed by his representative: copies of the document certifying the identity of the shareholder and his representative, and a copy of the document confirming the right of the representative to sign; Shareholders - legal entities (residents of the Republic of Kazakhstan): 1. A copy of the decision of the authorized body of the shareholder - a legal entity on the appointment/election of its leader; 2. A copy of the identity document of the leader of the shareholder-legal entity; 3. A statement on compliance with the requirement of the first part 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 their shareholders (participants) with respect to the country of registration of their shareholders (participants). To obtain the form of the said statement, follow this link: /ru/about/shareholders/for_shareholders; 4. In case the ballot is signed by the representative of the shareholder - a legal entity: in addition to the mentioned documents - copies of the document certifying the identity of the representative of the shareholder and the document confirming the representative's right to sign. |
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| 11 | Provisions of Legislative Acts of the Republic of Kazakhstan in Accordance with Which the General Meeting of Shareholders of the Joint-Stock Company is Held | In accordance with paragraph 6 of Article 51 of the Law on Joint Stock Companies, the results of absentee voting will be communicated to shareholders by publishing them on the corporate website of JSC "Nurbank": and on the internet resource of the financial statements depository. In accordance with the second part of paragraph 4 of Article 45 of the Law on Joint Stock Companies, if there is no quorum when holding a general meeting of shareholders by absentee voting, a repeat general meeting of shareholders is not held. The general meeting of shareholders is held in accordance with Articles 35, 36, 37, 39, 41, 43, 44, 45, 46, 47, 49, 50, 51, and 52 of the Law on Joint Stock Companies, paragraphs 5 and 5-1 of Article 17 of the Law on Banks, and Articles 25, 26, 27, and 28 of the Charter of JSC "Nurbank". | ||||
| Other Information (If Necessary) | The personal data of the shareholder - an individual in the identity document, as well as the details of the document certifying the identity of the shareholder - an individual, indicated in the copy of the document certifying the identity of the shareholder - an individual, the list of shareholders entitled to participate in the general meeting of shareholders compiled based on the data of the system of the register of holders of shares of JSC "Nurbank", and completed by the shareholder - an individual (or his representative) in the absentee voting ballot must match. The data on the shareholder - a legal entity in its constituent documents, as well as the details of its constituent documents indicated in the copies of the constituent documents of the shareholder - a legal entity, the list of shareholders entitled to participate in the general meeting of shareholders compiled based on the data of the system of the register of holders of shares of JSC "Nurbank", and completed by the shareholder - a legal entity in the absentee voting ballot must match. In case of discrepancies, the absentee voting ballot is considered invalid if the shareholder (or his representative) does not provide documents confirming the change of the specified data/details in the system of register holders of JSC "Central Securities Depository" (the original document or its notarized copy) along with the absentee voting ballot. In case the shareholder - a legal entity does not provide a signed statement on compliance with the requirement of the first part 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 their shareholders (participants), the absentee voting ballot is considered invalid. |
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