Joint Stock Company "Nurbank" (state re-registration certificate No. 3868-1900-JSC dated November 9, 2004), located at 10 "V" Abay Avenue, Almaty city, notifies on convening an extraordinary general meeting of shareholders of JSC "Nurbank" at the initiative of the Board of Directors (protocol No. 64-(17) dated September 7, 2017) with the following agenda:
1) Approval of the agenda of the extraordinary general meeting of shareholders of JSC "Nurbank".
2) Participation of JSC "Nurbank" in the Financial Stability Enhancement Program for the banking sector of the Republic of Kazakhstan, approved by the Resolution of the National Bank Board No. 129 dated June 30, 2017.
3) Issuance of name-bearing coupon subordinated bonds convertible into common shares of JSC "Nurbank". Determination of conversion terms and procedures.
4) Increase in the number of declared common shares 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 September 25, 2017, at 10:00 Astana time at the building of JSC "Nurbank" located at: Republic of Kazakhstan, Almaty city, 10 "V" Abay Avenue.
Registration of participants in the extraordinary general meeting of shareholders will be conducted from 09:00 at the place of the meeting.
We invite the shareholders of JSC "Nurbank" to participate in the work of the extraordinary general meeting of shareholders.
Information and materials regarding the issues on the agenda and conduct of the general meeting of shareholders can be found at the office of JSC "Nurbank" located at: 10 "V" Abay Avenue, Almaty city, phone: 8(727) 2-500-000 (Corporate Secretary Danara Tlegenova — ext. 5783).
The list of shareholders entitled to participate in the extraordinary general meeting of shareholders of JSC "Nurbank" is compiled based on the data of the register of shareholders of JSC "Nurbank" as of September 7, 2017. Please note that in accordance with paragraph 2 of Article 39 of the Law of the Republic of Kazakhstan "On Joint Stock Companies," if after the compilation of the list of shareholders entitled to participate in the general meeting of shareholders and to vote on it, the person included in this list has disposed of its voting shares of the company, the right to participate in the general meeting of shareholders is transferred to the new shareholder. At the same time, the new shareholder must provide documents confirming ownership of the shares.
To participate in the general meeting of shareholders, individuals who are shareholders must have an identity document with them.
Representatives of individual shareholders 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 legal entity shareholders must present a power of attorney sealed by the legal entity that is a shareholder, and an identity document of the representative. A power of attorney for participation in the general meeting of shareholders and for voting on the issues under consideration is not required for a person who is entitled by law or agreement to act without power of attorney on behalf of the shareholder or represent its interests.
Legal entities that are shareholders must provide a declaration of compliance with the requirement of paragraph 5 of Article 17 of the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan" by them and their shareholders (participants) regarding the country of registration of their shareholders (participants).
The form of the statement is posted on the website of JSC "Nurbank" at the link: 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 Activity in the Republic of Kazakhstan".
According to the requirements of the Law of the Republic of Kazakhstan "On Joint Stock Companies," shareholders whose shares are held in nominal holding and belong to the owner, information about whom is absent from the central depository 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 undergone registration is not counted when determining the quorum and is not entitled to participate in voting.
A shareholder who is the owner of preferred shares has the right to attend the extraordinary general meeting of shareholders held in person and to participate in the discussion of the issues considered by it.
The extraordinary general meeting of shareholders opens at the announced time if there is a quorum, except in the case when all shareholders (their representatives) are already registered, are notified, 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 the number of 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 all agenda items have been considered and resolutions have been made on them.
In the absence of a quorum, a repeated extraordinary general meeting of shareholders of JSC "Nurbank" will take place on September 26, 2017, at 10:00 Astana time, at the building of JSC "Nurbank" located at: Republic of Kazakhstan, Almaty city, 10 "V" Abay Avenue.
This notice is sent to the shareholder of JSC "Nurbank" within the period prescribed by the second paragraph of point 1 of Article 41 of the Law of the Republic of Kazakhstan "On Joint Stock Companies".