Joint-stock company Nurbank (certificate of state re-registration No. 3868-1900-AO dated November 9, 2004), located at Almaty, Abay Ave. 10 'V', announces the convening of an extraordinary general meeting of shareholders of JSC Nurbank at the initiative of the Board of Directors (protocol No. 77-(17) dated October 26, 2017) with the following agenda:
1)Approval of the agenda of the extraordinary general meeting of shareholders.
2)Determination of the quantitative composition of the Board of Directors of JSC Nurbank.
3)Election of a new member of the Board of Directors - independent director of JSC Nurbank.
4)Determination of the size and conditions of remuneration and compensation for expenses of the new member of the Board of Directors - independent director of JSC Nurbank for the performance of their duties.
5)Determination of the term of office of the Board of Directors of JSC Nurbank.
The general meeting of shareholders is conducted in accordance with the norms of the Law of the Republic of Kazakhstan 'On Joint-Stock Companies' and the Charter of JSC Nurbank.
The extraordinary general meeting of shareholders will be held on December 4, 2017, at 10:00 Astana time in the building of JSC Nurbank, located at: Republic of Kazakhstan, Almaty, Abay Ave., 10 'V'.
Registration of participants of the extraordinary general meeting of shareholders will be conducted from 09:00 hours at the venue.
We invite shareholders of JSC Nurbank to participate in the work of the extraordinary general meeting of shareholders.
Information and materials related to the issues on the agenda and the conduct of the general meeting of shareholders can be reviewed at the office of JSC Nurbank, located at: Almaty, Abay Ave., 10 'V', phone: 8(727) 2-500-000 (Corporate Secretary Tlegenova Danara - ext. 5783).
The list of shareholders entitled to participate in the extraordinary general meeting of shareholders of JSC Nurbank is formed based on the register of shareholders of JSC Nurbank as of October 27, 2017. We draw your attention to the fact that in accordance with paragraph 2 of Article 39 of the Law of the Republic of Kazakhstan 'On Joint-Stock Companies', if a person included in this list has disposed of their voting shares of the company after forming the list of shareholders entitled to participate and vote at the general meeting of shareholders, the right to participate at the general meeting of shareholders passes to the new shareholder. In this case, the new shareholder must present documents confirming the ownership of the shares.
For participation in the general meeting of shareholders, shareholders - individuals must have an identity document with them.
Representatives of shareholders - individuals must present a notarized power of attorney, executed in accordance with the legislation of the Republic of Kazakhstan, and an identity document of the representative.
Representatives of shareholders - legal entities must present a power of attorney, certified by the seal of the legal entity that is a shareholder, and an identity document of the representative. A power of attorney is not required for participation in the general meeting of shareholders and voting on the issues under consideration for a person who is entitled to act without a power of attorney on behalf of the shareholder or represent their interests in accordance with the legislation of the Republic of Kazakhstan or a contract.
Shareholders - legal entities must provide a statement of compliance with the requirements 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 them and their shareholders (participants) regarding the registration country of their shareholders (participants). The form of the application is posted on the JSC Nurbank website at: www.nurbank.kz/ru/about/shareholders/for_shareholders.
A shareholder who has not submitted the specified statement is not allowed to participate in the extraordinary general meeting of shareholders in accordance with paragraph 5–1 of Article 17 of the Law of the Republic of Kazakhstan 'On Banks and Banking Activities in the Republic of Kazakhstan'.
Under the requirements of the Law of the Republic of Kazakhstan 'On Joint-Stock Companies', shareholders whose shares are in nominal holding and belong to the owner whose data is absent in the central depository's accounting system are not allowed to vote at the general meeting of shareholders.
The procedure for conducting the extraordinary general meeting of shareholders is determined in accordance with Article 48 of the Law of the Republic of Kazakhstan 'On Joint-Stock Companies' and the Charter of JSC Nurbank.
A shareholder (representative of a shareholder) who has not registered is not taken into account when determining the quorum and is not entitled to participate in voting.
A shareholder who is the owner of preferred shares is entitled to attend the extraordinary general meeting of shareholders held in person and participate in the discussion of the issues considered.
The extraordinary general meeting of shareholders opens at the announced time if a quorum is present, except in cases where all shareholders (their representatives) have already registered, been informed, and do not object to changing the opening time of the meeting.
Voting at the extraordinary general meeting of shareholders will be conducted in person.
The extraordinary general meeting of shareholders elects the chairman and secretary of the general meeting. When voting on the issue of electing the chairman and secretary of the general meeting of shareholders, each shareholder has one vote, and the decision is made by a simple majority of votes from those present. The extraordinary general meeting of shareholders determines the form of voting - open or secret (by ballots).
The extraordinary general meeting of shareholders is declared closed after considering all agenda items and making decisions on them.
If there is no quorum at the extraordinary general meeting of shareholders of JSC Nurbank on December 4, 2017, the repeat extraordinary general meeting of shareholders of JSC Nurbank will be held on December 5, 2017, at 10:00 Astana time at: Republic of Kazakhstan, Almaty, Abay Ave., 10 'V'.
This notice is sent to the shareholder of JSC Nurbank within the period established by paragraph two of point 1 of Article 41 of the Law of the Republic of Kazakhstan 'On Joint-Stock Companies'.