Notice to Shareholders on the Placement of Ordinary Shares of JSC "Nurbank"

Notice to Shareholders on the Placement of Ordinary Shares of JSC "Nurbank"

JSC "Nurbank" (Certificate of State Re-registration No. 3868-1900-AO dated November 9, 2004) (hereinafter referred to as the Bank), located at: A15E2D3, Almaty, Abay Ave., 10 "V", pursuant to Art.16 of the Law of the Republic of Kazakhstan "On Joint Stock Companies", notifies its shareholders of the opportunity to acquire newly issued (offered) ordinary shares of the Bank (ISIN KZ000A1CTMU5), the issue of which is registered by the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market on March 17, 2020, according to their pre-emptive right under the following conditions:

  1. The number and type of issued (offered) securities - 877,169 ordinary shares of the Bank.
  2. The ratio of the number of outstanding (less those repurchased by the company) ordinary shares to the number of newly issued ordinary shares is 12 (hereinafter referred to as coefficient k). The number of shares existing shareholders are entitled to purchase under the pre-emptive right is determined by dividing the number of ordinary shares owned by them as of the record date by coefficient k. If the division results in a fractional number, only the whole number is considered, disregarding digits after the decimal point.
  3. The list of shareholders entitled to the pre-emptive right to purchase the newly issued ordinary shares is based on the data system of the Bank's securities holders registry as of 00:00 on March 17, 2020 (hereinafter the "Record Date").
  4. The period during which a shareholder may submit an application to purchase the newly issued ordinary shares under the pre-emptive right is 5 business days from the publication date of this placement notification (hereinafter the "Period") - inclusive of March 30, 2020.
  5. The placement price - 6751.38 tenge per 1 ordinary share of the Bank (hereinafter the Placement Price). The Placement Price is unified for all persons acquiring the Bank’s ordinary shares within this placement.
  6. Terms of acquiring the newly issued ordinary shares - placement is carried out among shareholders - holders of ordinary shares of the Bank on the Record Date, as well as for investors in the following order:

(1) Current shareholders have the right during the Period to submit an application to acquire the newly issued ordinary shares of the Bank (hereinafter the application) on equal terms proportionate to the number of ordinary shares they own at the Placement Price.

(2) Payment for shares acquired under the pre-emptive right is made by the shareholder within 5 business days from the date of application submission for their acquisition;

(3) The actual execution of incoming applications and the transfer of shares to shareholders under the pre-emptive right are carried out by the Bank after the payment of shares by the shareholders;

(4) If the shares are not paid for within 5 business days from the date of application submission for their acquisition, the application is deemed void;

(5) After the Period expires, the remaining shares not placed after the shareholders' pre-emptive right realization are offered by the Bank at the Placement Price to investors within 30 calendar days;

(6) Investor applications are accepted and satisfied in the order of their receipt, determined by the application acceptance date; in the case of multiple applications received on the same day, the priority of application acceptance is determined by the application received time.

(7) Payment for shares acquired by investors is made by the investor within 10 calendar days from the date of application submission for their acquisition;

(8) The actual execution of incoming applications and the transfer of shares to investors are carried out by the Bank after the payment of shares by the investors;

(9) After the placement of shares among shareholders under the pre-emptive right and the realization of shares to investors, the placement within this resolution is considered complete. If, as a result of such placement, part of the ordinary shares remain unplaced, the decision on the placement of such shares will be made by the Board of Directors of the Bank additionally;

(10) Shareholders and investors who submitted applications must confirm their compliance with the requirements of Article 17 of the Law of the Republic of Kazakhstan "On Banks and Banking Activities in the Republic of Kazakhstan";

(11) Representatives of shareholders and investors, when submitting documents and signing documents, must confirm their authority in accordance with the requirements of the legislation of the Republic of Kazakhstan.

Applications are submitted in the following order:

- Shareholders - holders of ordinary shares and investors submit applications directly to the Bank at address A15E2D3, Almaty, Abay Ave., 10 "V", to the Head of Capital Management Salkenova Tauila Kazizovna, phone: +7 (727) 2-500-000, (ext.5692);

- Application forms for shares acquisition are posted on the corporate website of the Bank www.nurbank.kz.

You can get acquainted with the prospectus of the issue of securities or other information on the website of the Financial Statements Depository and JSC "Kazakhstan Stock Exchange", or at the Bank at address A15E2D3, Almaty, Abay Ave., 10 "V". Contact Financial Director - Member of the Management Board of JSC "Nurbank", Zhakanbayev Rishat Selmarovich, phone: 2500-000, (ext. 5300) or to Capital Management of JSC "Nurbank", Salkenova Tauila Kazizovna, phone: 2500-000 (ext.5692).

18.03.2020