REG - JSC Halyk Bank JSC Halyk Bank-37QB - Information note to the shareholders

Halyk Bank AOAnnouncement

26/05/2023 13:30

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RNS Number : 8501A  JSC Halyk Bank  26 May 2023

 

HALYK SAVINGS BANK OF KAZAKHSTAN

JOINT STOCK COMPANY

(40, Al-Farabi Avenue, Medeu District, А26М3К5, Almaty, Republic of
Kazakhstan)

 

INFORMATION NOTE FOR HALYK BANK JSC SHAREHOLDERS

 

In accordance with Article 51-6 of the Law of the Republic of Kazakhstan "On
Joint Stock Companies", the Board of Directors of Halyk Bank JSC announces the
results of absent voting at the Annual General Shareholders' Meeting of Halyk
Bank held on 25 May 2023 (the "General Shareholders' Meeting").

 

The items included in agenda of the General Shareholders' Meeting, and
resolutions adopted by the General Shareholders' Meeting, and the absent
voting results are as follows:

1. Item of the agenda of the General Shareholders' Meeting: "On approval of
the agenda of the Annual General Shareholders' Meeting of Halyk Bank JSC".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To approve the agenda of the Annual General Shareholders' Meeting of Halyk
Bank JSC as determined by the Board of Directors of Halyk Bank JSC (resolution
of the Board of Directors of Halyk Bank JSC on the fifth item in minutes to
the in-person meeting of the Board of Directors of Halyk Bank JSC No.1 dated
17 march 2023).

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,878,181,695, "Against" - 0, "Abstain" - 0, "Took
no part in the voting" - 0.

The resolution was passed by majority of votes out of total voting shares of
Halyk Bank JSC represented at the meeting.

 

2. Item of the agenda of the General Shareholders' Meeting: "On approval of
the audited annual consolidated financial statements of Halyk Bank JSC for
2022".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To approve the annual consolidated financial statements of Halyk Bank JSC for
2022, taking into account the independent auditors' report presented for
consideration of the Annual General Shareholders' Meeting of Halyk Bank JSC.

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,878,181,695, "Against" - 0, "Abstain" - 0, "Took
no part in the voting" - 0.

The resolution was passed by simple majority of votes out of total voting
shares of Halyk Bank JSC participating in voting.

 

 

 

3. Item of the agenda of the General Shareholders' Meeting: "On approval of
the procedure for distribution of net income of Halyk Bank JSC for 2022. On
approval of the resolution on payment of dividends on common shares of Halyk
Bank JSC. On approval of the amount of dividend per common share of Halyk Bank
JSC".

 

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To approve the following distribution of net income of Halyk Bank JSC received
as a result of the 2022 financial and operating performance of Halyk Bank JSC
for:

to allocate a part of net income for payment of dividends on common shares of
Halyk Bank JSC (ISIN KZ000A0LE0S4):

name: Halyk Bank JSC;

location of Halyk Bank JSC: 40, Al-Farabi Avenue, Medeu District, А26М3К5,
Almaty, Republic of Kazakhstan;

bank and other details of Halyk Bank JSC: National Bank JSC; BIC - NBRKKZKX,
correspondent account - KZ87125KZT1001300313, BIN - 940140000385, Beneficiary
code - 14;

the dividend payment period: 2022;

the dividend amount per common share: KZT 25.38;

the dividend payment start date: 6 June 2023;

the timing and form of dividend payments:

the record date of the list of shareholders eligible to receive dividends, as
of 00:00 a.m. 31 May 2023 (Almaty time);

the dividend payment form - bank transfer.

Part of net income of Halyk Bank JSC for 2022, which is remained after payment
of dividends on common shares of Halyk Bank JSC, shall not be distributed and
shall be allocated to retained earnings.

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,878,176,695, "Against" - 5,000, "Abstain" - 0,
"Took no part in the voting" - 0.

The resolution was passed by simple majority of votes out of total voting
shares of Halyk Bank JSC participating in voting.

 

4. Item of the agenda of the General Shareholders' Meeting: "On consideration
of the 2022 Performance Report of the Board of Directors of Halyk Bank JSC".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To take note of the 2022 Performance Report of the Board of Directors of Halyk
Bank JSC presented for consideration of the Annual General Shareholders'
Meeting of Halyk Bank JSC and acknowledge the activity of the Board of
Directors and performance of functions by the members of the Board of
Directors as positive.

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,878,181,695, "Against" - 0, "Abstain" - 0, "Took
no part in the voting" - 0.

The resolution was passed by simple majority of votes out of total voting
shares of Halyk Bank JSC participating in voting.

 

 

5. Item of the agenda of the General Shareholders' Meeting: "On determination
of the number of members of the Board of Directors of Halyk Bank JSC".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To approve the number of members of the Board of Directors of Halyk Bank JSC -
7 (seven) persons.

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,878,181,695, "Against" - 0, "Abstain" - 0, "Took
no part in the voting" - 0.

The resolution was passed by simple majority of votes out of total voting
shares of Halyk Bank JSC participating in voting.

 

6. Item of the agenda of the General Shareholders' Meeting: "On determination
of the term of office of the Board of Directors of Halyk Bank JSC".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To determine the term of office of the Board of Directors of Halyk Bank JSC -
3 (three) years, which expires at the time of holding the Annual General
Shareholders' Meeting where a new member to the Board of Directors of Halyk
Bank JSC is elected.

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,860,334,575, "Against" - 17,847,120, "Abstain" -
0, "Took no part in the voting" - 0.

The resolution was passed by simple majority of votes out of total voting
shares of Halyk Bank JSC participating in voting.

 

7. Item of the agenda of the General Shareholders' Meeting: "On election of
members of the Board of Directors of Halyk Bank JSC".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To elect the following persons as members of the Board of Directors of Halyk
Bank JSC: Alexander Sergeevich Pavlov, Piotr Romanowski, Arman Galiaskarovich
Dunayev, Hermann Tischendorf and Frank Kuijlaars as the Independent Directors,
Mazhit Tuleubekovich Yessenbayev as the representative of ALMEX Holding Group
JSC, Umut Bolatkhanovna Shayakhmetova.

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. The total cumulative votes of shareholders registered at
the General Shareholders' Meeting are 62,147,271,865, including 61,561,187,825
cumulative votes cast at the General Shareholders' Meeting by absent voting,
and 586,084,040 cumulative votes which were not cast.

Cumulative voting results are as follows: Arman Galiaskarovich Dunayev -
9,601,605,515 cumulative votes, Mazhit Tuleubekovich Yessenbayev -
8,099,473,155 cumulative votes, Hermann Tischendorf - 9,734,660,015 cumulative
votes, Alexander Sergeevich Pavlov - 8,021,702,675 cumulative votes, Piotr
Romanowski - 9,727,530,975 cumulative votes, Franciscus Cornelis Wilhelmus
(Frank) Kuijlaars - 7,975,312,615 cumulative votes, Umut Bolatkhanovna
Shayakhmetova - 8,400,902,875 cumulative votes.

 

8. Item of the agenda of the General Shareholders' Meeting: "On approval of
the restated Charter of Halyk Bank JSC".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To approve the restated Charter of Halyk Bank JSC proposed for consideration
by the Annual General Shareholders' Meeting of Halyk Bank JSC.

To authorize Umut Bolatkhanovna Shayakhmetova, Chairman of the Management
Board of Halyk Bank JSC to sign the restated Charter of Halyk Bank JSC.

To invalidate the Charter of Halyk Savings Bank of Kazakhstan Joint Stock
Company, approved by resolution of the General Shareholders' Meeting No.22
dated 20 December 2006 (with all amendments and supplements).

To re-register Halyk Bank JSC in connection with change in the name of Halyk
Bank JSC.

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,858,891,460, "Against" - 19,285,235, "Abstain" -
5,000, "Took no part in the voting" - 0.

The resolution was passed by simple majority of votes out of total voting
shares of Halyk Bank JSC participating in voting.

 

9. Item of the agenda of the General Shareholders' Meeting: "On approval of
the restated Corporate Governance Code of Halyk Bank JSC".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To approve the restated Corporate Governance Code of Halyk Bank JSC proposed
for consideration by the Annual General Shareholders' Meeting of Halyk Bank
JSC.

To invalidate the Corporate Governance Code of Halyk Bank JSC, approved by
resolution of the General Shareholders' Meeting No.22 dated 20 December 2006
(with all amendments and supplements).

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,858,896,460, "Against" - 19,285,235, "Abstain" -
0, "Took no part in the voting" - 187,996,313.

The resolution was passed by supermajority of votes out of total voting shares
of Halyk Bank JSC, in accordance with Article 36-2 of the Law of the Republic
of Kazakhstan "On Joint Stock Companies" and Article 26-2 of the Bank's
Charter.

 

10. Item of the agenda of the General Shareholders' Meeting: "On approval of
the restated Regulations on the Board of Directors of Halyk Bank JSC".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To approve the restated Regulations on the Board of Directors of Halyk Bank
JSC proposed for consideration by the Annual General Shareholders' Meeting of
Halyk Bank JSC.

To invalidate the Regulations on the Board of Directors of Halyk Bank JSC,
approved by resolution of the General Shareholders' Meeting No.22 dated 20
December 2006 (with all amendments and supplements).

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,878,181,695, "Against" - 0, "Abstain" - 0, "Took
no part in the voting" - 0.

The resolution was passed by simple majority of votes out of total voting
shares of Halyk Bank JSC participating in voting.

 

 

11. Item of the agenda of the General Shareholders' Meeting: "On approval of
amendments to the Methodology for valuation of shares in case of repurchase
thereof by Halyk Bank JSC on the unregulated securities market".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To approve amendments to the Methodology for valuation of shares in case of
repurchase thereof by Halyk Bank JSC on the unregulated securities market as
proposed for consideration by the Annual General Shareholders' Meeting of
Halyk Bank JSC.

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,878,176,695, "Against" - 0, "Abstain" - 5,000,
"Took no part in the voting" - 187,996,313.

The resolution  was passed by supermajority of votes out of total voting
shares of Halyk Bank JSC, in accordance with Article 36-2 of the Law of the
Republic of Kazakhstan "On Joint Stock Companies" and Article 26-2 of the
Bank's Charter.

 

12. Item of the agenda of the General Shareholders' Meeting: "On informing the
shareholders of Halyk Bank JSC on the amount and structure of remuneration for
the members of the Board of Directors and Management Board of Halyk Bank JSC".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To take note of the information submitted for consideration of the Annual
General Shareholders' Meeting of Halyk Bank JSC on the amount and structure of
remuneration of the members of the Board of Directors and the Management Board
of Halyk Bank JSC.

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,027,073,655, "Against" - 851,108,040, "Abstain" -
0, "Took no part in the voting" - 0.

The resolution was passed by simple majority of votes out of total voting
shares of Halyk Bank JSC participating in voting.

 

13. Item of the agenda of the General Shareholders' Meeting: "On consideration
of information on shareholders' appeals on actions of Halyk Bank JSC and its
officials, and on results of consideration thereof".

Resolution adopted by the General Shareholders' Meeting and absent voting
results:

To take note of the information on shareholders' appeals on actions of Halyk
Bank JSC and its officials, and on results of consideration thereof, as
proposed for consideration of the Annual General Shareholders' Meeting of
Halyk Bank JSC.

Total voting shares of Halyk Bank JSC - 9,066,178,008. Total votes of the
shareholders that attended the General Shareholders' Meeting by absent voting
was 8,878,181,695. "For" - 8,878,181,695, "Against" - 0, "Abstain" - 0, "Took
no part in the voting" - 0.

The resolution was passed by simple majority of votes out of total voting
shares of Halyk Bank JSC participating in voting.

 

 

Board of Directors

Halyk Bank JSC

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