General Meeting of theShareholders
JSC «BTABank»
MinutesNo. 45
dated22nd ofFebruary2007
RULES
for Redemption of thePlaced Shares ofJSC «BTABank»
(with amendmentsdated 14.02.2013)
Approval Sheet to the Rules for Redemption of thePlaced Shares ofJSC «BTABank»
«Agreed by»Director of the
Legal Service
______D.K.Abzhanov
Finance Controlling Director
______N.S. Loginova
Treasurer ______N.R. Mukhametzhanov
Head of Compliance ControlDepartment
______B.B. Toiganbayeva
HeadoftheOperational Risk Department
______A.B. Nugmanov / «Developed by»
Head of theDepartment of the Capital TransactionsandCustodial Services
______R.K. Sugurbekova
Contents:
Article 1. General provisions
Article 2. General conditions of the Bank’s redemption of the placed shares
Article 3. Redemption of the placed shares at the initiative of the Bank
Article 4. Redemption of the placed shares upon request of the shareholder
Article 5. Final provisions
List of the Appendices
ARTICLE 1. GENERAL PROVISIONS
1. These Rules for redemption of the placed shares of JSC “BTA Bank” (hereinafter referred to as the Rules) have been developed according to the requirements of the Law On Joint-Stock Companies of the Republic of Kazakhstan dated13th of May 2003 No. 415-II and shall be applied, when the placed own common and/or preferred shares are redeemed by JSC “BTA Bank” (hereinafter referred to as the Bank).
2. The following terms are usedin these rules:
1) Redemption Rules – internal normative document regulating the procedure of the Bank’s redemption of the placed shares and share value calculation method in case of their redemption.
2) Share – security issued by the Bank and certifying the rights of participation in management of the Bank, receipt of the dividend on such security and part of the Bank’s property in case of its liquidation, and also other rights provided by legal acts of the Republic of Kazakhstan.
3) Shareholder - person, being an owner of the share.
4) Placed shares – shares of the Bank paid by founders and investors at the primary security market.
5) Placing price – price of the share, which is determined in the course of the share placement at the primary security market.
6) Authorized body of the Bank – body of the Bank, which competence includes the making decision about redemption of the Placed Shares according to the Charter of the Bank.
ARTICLE 2. GENERAL CONDITIONS FOR BANK’S OF THE PLACED SHARES
3. The placed shares of the Bank can be redeemed in the following cases:
1) at the initiative of the Bank;
2) upon request of the Shareholder;
4. The number of the Placed Shares redeemed by the Bank shall not exceed twenty five percents from total quantity of the Placed Shares of the Bank, and expenses on redemption of the Placed Shares of the Bank shall not exceed ten percents from amount of theownership equity of the Bank:
1) in case of the redemption of the Placed Shares upon request of the Shareholder as of the date, when:
- the decisions prescribed by subparagraphs 1), 3) and 4) of the paragraph 16 of these Rules are made by General Meeting of the Shareholders of the Bank;
- the decision on delisting of the Bank’s Shares are passedby the Bidding Process Organizer;
- the decision on conclusion of the large deal and (or) transaction, which accomplishment is interested by the Bank.
2) in case of the redemption of the Placed Shares at the initiative of the Bank — as of the date, when the decision on redemption of the Placed Shares of the Bank has been passed.
5. The Shares redeemed by the Bank shall not be considered in case of determination of the quorum of general meeting of its Shareholders and shall not take part in a vote hereof.
6. To exclude.
7. The Placed Shares are redeemed by the Bank on the basis of the following documents provided by the Shareholder (its representative):
7.1. The original of the written application of the Shareholder prepared under form of the Appendix No. 1 to these Rules;
7.2. The Original Personal Account Statement of the Shareholder confirming the property right of the Shareholder to the Shares, issued by the Registrar of the Bank not earlier than 3 (three) working days prior to the date, when such statement is provided by the Shareholder to the Bank;
7.3. The Share Purchase Agreement prepared under the form of the Appendix No. 2 to these Rules;
7.4. For the Shareholder – natural person:
1) notarially certified copy of the identification document (for citizens of the Republic of Kazakhstan – copy of the identity card or passport of the citizen of the Republic of Kazakhstan, for foreign citizens - passport or residence permit of the Republic of Kazakhstan, for stateless persons - the certificate of the stateless person issued by authorized state body of the Republic of Kazakhstan);
2) if the Shares are redeemed from the Shareholder – natural person, who isn't married – original notarially certified statement under the form prescribed by Appendix No. 3 to these Rules;
3) if the Shares are redeemed fromthe Shareholder – natural person, who is married and/or was married during acquisition of the Bank’s Shares provided thatit passed less than 3 years from the date of dissolution of the marriage – original notarially certified statement of the husband (wife) / former husband (wife) of the Shareholder under the form specified in the Appendix No. 4 to these Rules, notarially certified copies of the certificate on conclusion / dissolution of the marriage and identity certificates of the husband (wife);
7.5. For the Shareholder – legal entity:
1) notarially certified copy of the certificate on state registration of the legal entity (if the Shares are redeemed from the legal entity – resident of the Republic of Kazakhstan) / certificate on incorporation, statement from the trade register or other document confirming the registration of the legal entity according to the applicable legislation (if the Shares are redeemed from legal entity – nonresident of the Republic of Kazakhstan);
2) notarially certified copy of the Charter of the legal entity, including the changes and additions hereto. If the legal entity - the resident of the Republic of Kazakhstan, which carries outits activityon the basis of the Model Charter approved in the order established by the legislation, notarially certified copy of the application on state registration shall be provided;
3) document containing the data on founders (if the charter doesn't contain any data on founders or structure of the founders): notarially certified copy of other constitutive documents and (or) notarially certified copy of the extract from the register of shareholders/participants, issued no more than in 3 (three) working days;
4) documents confirming the powers of the person, who is signing the Share Purchase Agreement;
5) decisions of the authorized bodies of the Shareholder – legal entity about conclusion of the Share Purchase Agreement;
7.6. Powers of attorney to the person (persons) for the right of signing the Share Purchase Agreement(except for: the first head of the legal entity having the right to represent the interests and to sign the documents without power of attorney, according to the charter);
7.7. The Shareholder, who isn't a resident of the Republic of Kazakhstan, shall submit the documents indicated in the paragraph 7.5 of these Rules or documents containing similar data, properly legalized or apostilled, with notarially certified translation into State and (or) Russian languages;
7.8. If the Shareholder submits the documents proceeding from competent authorities and organizations of the foreign states, they shall be accepted, where there is consular legalization / attachment of the apostille unless otherwise is stipulated by the legislation the Republic of Kazakhstan or international treaty, which participants are the Republic of Kazakhstan and the state, from which bodies and organizations the submitted document proceeds.
7.9. Other documents according to the paragraph 8 of these Rules.
8. Depending on the legal status of the Shareholder, who is selling the Shares to the Bank according to these Rules and also form and contents of the documents provided by the Shareholder, the Bank may request additional documents necessary for correct legal registration of the transaction of the redemption of the Shares by the Bank.
ARTICLE 3. REDEMPTION OF THE PLACED SHARES AT THE INITIATIVE OF THE BANK
§ 1. Procedure of the Redemption of the Placed Shares at the initiative of the Bank
9. The Placed Shares can be redeemed at the initiative of the Bank with the consent of the Shareholder for their subsequent sale or for other purposes, which aren't contradicting with the legislation of the Republic of Kazakhstan and Charter of the Bank.
10. The placed shares are redeemed by the Bank at own initiative on the basis of the decision of the Authorized Body of the Bank
11. The Bank doesn’t have the right to redeem the Placed Shares:
1) before the first general meetingof the shareholders;
1) before approval of the first report on share placing results among founders;
3) if as a result of the repurchase of the Shares, the amount of the ownership capital of the Bank becomes less than the minimum authorized share capital established by the legislation of the Republic of Kazakhstan;
4) if at the time of therepurchase of the Shares, the Bank meets the signs of insolvency or bankruptcy according to the bankruptcy legislation of the Republic of Kazakhstan or will have the specified signs as a result of the redemption of all Shares required or expected to be repurchased;
5) if the court or general meeting of the Shareholders of the Bank makes the decision on its liquidation.
12. If the number of the Placed Shares redeemed at the initiative of the Bank exceeds one percent from their total quantity, prior to the conclusion of the Share Purchase and Sale Transaction (transactions), the Bank is obliged to declare such redemption to its Shareholders.
The declaration of the Bank on redemption of the Placed Shares shall contain the data regarding kinds, and number of the Shares redeemed by the Bank, price, time and conditions of their redemption and shall be published in the mass media.
13. If the number of the Placed Shares of the Bank declaredfor redemption by its Shareholders exceeds the number of the Shares, which is declared for redemptionby the Bank, these Shares shall be redeemed from Shareholders in proportion to the number of the Shares belonging to such Shareholders.
14. To exclude.
§ 2. Method of the Share Cost Determination in redemption of the Shares at the initiative of the Bank
15. The Placed Shares shall be redeemed at the initiative of the Bank on the basis of the concludedShare Purchase Agreement under the form of the Appendix No. 2 to these Rules at the price of initial public offering of the last issue, which preceded the redemption.
ARTICLE 4. REDEMPTION OF THE PLACED SHARES UPON REQUEST OF THE SHAREHOLDER
§ 1. Procedure of the Redemption of the Placed Shares upon request of the Shareholder
16. The Placed Shares upon request of the Shareholder shall be redeemed by the Bank in cases, if:
1) the decision on reorganization of the Bank (if the Shareholder took part in aGeneral Meeting of the Shareholders, where the issue of reorganization has been considered and voted against such decision) has been passedby the General Meeting of the Shareholders;
2) the Shareholder disagrees with the decision on conclusion of the large transaction and (or) decision on conclusion of the transaction, which accomplishment is interested by the Bank, which have been passed in the order established by the legislation and Charter of the Bank;
3) the decision on changes and additions to the Charter of the Bank,limiting the rights under the Shares, belonging to this Shareholder (if the Shareholder didn’ttake part in aGeneral Meeting of the Shareholders, where such decision was made and voted against passage of such decision) has been passed by General Meeting of the Shareholders;
4) the decision on delisting of the Shares of the Bankhas been passed by General Meeting of the Shareholders (if the Shareholder didn't take part in a General Meeting of the Shareholders or if such Shareholder took part in this meeting and voted against passage of the indicated decision);
5) decisionon delisting of the Shares of the Bankhas been passed by the Bidding Process Organizer.
17. Within thirty days from the date, when the decisionprescribed by paragraph 16 of these Rules has been passed, the Shareholder has the right to impose the requirement about redemption of the Shares belonging to such Shareholder on the Bank by sending the written application, prepared under the form of the Appendices No. 1,3, 4 to these Rules, to the Bank.
18. If the number of the Placed Shares of the Bank declared for redemption by its Shareholders exceeds the number of the Shares, which can be redeemed by Bank, these Shares shall be redeemed from Shareholders in proportion to the number of the Shares belonging to such Shareholders.
§ 2. Method of the Share Cost Determination in redemption of such shares upon request of the Shareholder
19. The Placed Shares shall be redeemed upon request of the Shareholder on the basis of the concludedShare Purchase Agreement under the form of the Appendix No. 2 to these Rules, atthe average price between book value of the Share, calculated on thedate of the redemption and price of the initial public offering of the last issue, which preceded the redemption.
ARTICLE 5. FINAL PROVISIONS
20. These rules shall be applied to the relations between the Bank and Shareholders, which are arisen proceeding from the right to claim the redemption of the Placed Shares in cases, stipulated by the legislation the Republic of Kazakhstan taking into account the available covenants/restrictions within the agreements concluded by the Bank.
These Rules shall not be applied, if the Placed Shares are redeemed by the Bank at stock exchange by public auction method.
21. These Rules shall be subject to mandatory application and execution by all interested structural divisions of the Bank in case of redemption of the Placed Shares.
22. To exclude.
23. The control over execution of these Rules shall be imposed on the Deputy Chairman of the Board with responsibility for the issues of the Share Capital of the Bank.
List of Appendices:
AppendixNo. 1
TotheRulesforRedemption of the Outstanding Shares of JSC “BTA Bank”
To the Chairman of the Board of JSC «BTABank»
Mr. ______
from ______(to indicate the data of thenatural personorrepresentative of thelegal person)
APPLICATION
Ihereby (toadd, incaseofredemptionofthesharesuponrequestoftheshareholder – inaccordancewithp. 1 ofthearticle 27 of the Law on Joint Stock Companies ofRK) kindly ask youto redeemthe shares of the Joint Stock Company “BTA Bank”, belonging to me (NIN ______) in number of ______(______) pieces.
______
(Lastname, firstname, patronymicofthenatural personorname(signatureandseal (for
oftheshareholder-legal personanditsrepresentative)legalpersons))
AppendixNo. 2
TotheRulesforRedemption of the Outstanding Shares of JSC “BTA Bank”
SHARE PURCHASE AGREEMENTRepublicofKazakhstan, Almaty City «____»______200__
JSC “BTA Bank” hereinafter referred to as the “Buyer”, founded and operating in accordance with the legislation of the Republic of Kazakhstan, represented by______, acting on the basis of the ______, on the one hand and
______, hereinafter referred to as the “Seller”, (in case of the conclusion of the contract with the legal entity, it shall be supplemented with words – “founded and operating in accordance with the legislation of ______, represented by______, acting on the basis of the ______”), on the other hand, together referred to as the “Parties”, and separately as the “Party”, have concluded this Share Purchase Agreement (further the “Agreement”) as follows:
The Parties shall hereby guarantee to each other that:
At the time of the conclusion of the Agreement,the Parties aren't undergoing bankruptcy, rehabilitation, or liquidation and competent state bodies including courts don’t have any statements (or other forms of application) about initiation of the specified proceedings;
The Parties have been awarded with all powers for conclusion of the Agreement by their internal authorities;
The Parties don't break any applicable laws, concluding and assuming the Agreement’s conditions performance liabilities;
There are no circumstances of error in essentia concerning this transaction or coercion to its accomplishment, sale and purchase of the shares conform to the expression of the will of the Parties;
The Seller declares and guarantees that the Shares transferred by the Seller to the Buyer according to the Agreement, aren't a subject of the pledge, aren't encumbered with rights of the third party and otherwise aren't limited by circulation.
The Parties shall hereby represent to each other that:
The Parties are legal entities properly incorporated and legally existing in accordance with the legislation of the Republic of Kazakhstan and ______(if the Buyer is the nonresident of the Republic of Kazakhstan); (to exclude this paragraph, if the Buyer is a natural person)
The Parties have full authority to accrue the rights through their actions, to bearthe duties under the Agreement and to perform the Agreement;
All expenses and costs on conclusion and execution of the transaction (services of the registrar, JSC “Kazakhstan Stock Exchange”, JSC “Central Securities Depository”, broker, etc.) within the Agreement are paid by the Parties independently.
- ПРЕДМЕТ ДОГОВОРА
Issuer – Joint Stock Company “BTA Bank”;
Type of Shares – ordinary registered shares;
NIN (National Identification Number) of the Shares – KZ ______;
Total number of the Shares transferred by the Seller to the ownership of the Buyer,------(in letters) Shares;
Registrar of the Issuer -
1.2. TheSeller shall transfer the Shares to the personal account of the Buyer on “__” ______20 __.
1.3. The Total Purchase Value of the Sharesshall be paid by the Buyer no later than 3 (three) working days as from the date of performance of the Seller’s obligations provided by paragraph 1.2. of the Agreement.
- RIGHTSANDOBLIGATIONS OF THEPARTIES
2.1.1. by the date specified in the paragraph 1.2. of the Agreement, the Seller shall have the Shares, free from any encumbrances and rights of the third parties, and also all documents required for performance of the Agreement in accordance with current legislation of the Republic of Kazakhstan at disposal of the Seller;
2.1.2. transfer the Shares to the personal account of the Buyer No. ______in ______“______” on the date, prescribed by paragraph 1.2. of the Agreement;