EXTRACT FROM MINUTES 49
of the Reconvened Extraordinary General Meeting of Shareholders
ofAsiaCredit Bank Joint-Stock Company
Address of the executive body: 17/1 Al-Farabi Ave., n/p 8, Almaty, 050000
Date of the meeting: 21 December 2016
Time of the meeting: 10:00, Almaty time
Venue of the meeting: 17/1 Al-Farabi Ave., n/p 8, Almaty (Nurly Tau Business Centre, Block 5B, 3rd floor, Sector B, Conference Room 4)
Start time for participant registration: 09:00, Almaty time
List of the Bank’s shareholders entitled to take part in the general meeting of shareholders of AsiaCredit Bank JSC, as at 18/11/2016
Total outstanding shares: 16,904,064 ordinary shares
Total shareholders: Two (2) shareholders
Registered shareholders: One (1) shareholder
QUORUM
Ms Kobdabayeva, Corporate Secretary of AsiaCredit Bank JSC, announced that as at the closure of participant registration for the reconvened Extraordinary General Meeting of Shareholders of AsiaCredit Bank JSC, one (1) shareholder who is included in the list of shareholders with the right to take part in and vote at the meeting, holding a total of 16,888,265 voting shares of the Bank, which makes up 99.9956895% of the total voting shares of the Bank, was registered by proxy.
Therefore, in accordance with Article 45 of the Law of the Republic of Kazakhstan On Joint-Stock Companies and the Charter of AsiaCredit Bank JSC, there is quorum necessary to acknowledge the reconvenedExtraordinary Annual General Meeting of Shareholders of AsiaCredit Bank JSC (“General Meeting”) as quorate and eligible to consider issues on the agenda and pass resolutions thereon. MsKobdavayeva, Corporate Secretary, announced the opening of the General Meeting.
2. CHAIR AND SECRETARY
It was proposed that Mr Yerkebayev, Murat Sagidullayevich, acting under Power of Attorney 1-4778 dated 12 December 2016 on behalf of Mr Sultan, Nurbol Sarybaiuly, shareholder, be elected as Chair of the General Meeting of Shareholders and Ms Kobdabayeva, Corporate Secretary of the Bank, as Secretary of the General Meeting of Shareholders to count votes cast on the agenda and prepare the Minutes of the General Meeting and the Voting Results. The issue was put to the vote.
Ms Kobdabayeva, Corporate Secretary, before beginning the vote, took note that one (1) shareholder holding 16,888,265 votes (the total number of votes) was present by proxy and that, therefore, the meeting was quorate. In accordance with Article 48 of the Law of the Republic of Kazakhstan On Joint-Stock Companies, when votes are cast to elect the Chair and the Secretary of a General Meeting of Shareholders, each shareholder has one vote and the resolution is passed by a simple majority of the votes present.
Mr Yerkebayev, Murat Sagidullayevich, was elected as Chair of the General Meeting (“Chair”) and Ms Kobdabayeva, SholpanGinayatovna, as Secretary of the General Meeting to count votes cast on the agenda and prepare the Minutes of the General Meeting and the Voting Results.
3. FORM OF VOTING
The Chair proposed to vote by show of hands and pass all resolutions on the agenda by a simple majority of the total voting shares of AsiaCredit Bank JSC taking part in the vote, using the “one share–one vote” principle.
The Secretary of the General Meeting, before beginning the vote, took note that one shareholder holding a total of 16,888,265 votes (the total number of votes) was present by proxy and that, therefore, the meeting was quorate.
It was approved that the vote should be by show of hands and that the resolutions on the agenda should be passed by a simple majority of the total voting shares of the Bank taking part in the vote, using the “one share–one vote” principle.
4. AGENDA
In accordance with the requirements of the National Bank of the Republic of Kazakhstan stated in Written Instruction 13-3-10/1930 dated 7 November 2016, the Chair of the General Meeting proposed to extend the agenda of the General Meeting with the issue of approval of Amendment 3 to the Regulations of the Board of Directors of AsiaCredit Bank JSC.
Agenda of the General Meeting:
1)Approval of the agenda of the General Meeting;
2)Non-payment of dividends to the shareholders of AsiaCredit Bank JSC during the effective period of Instruction 13-3-10/1930 of the National Bank of the Republic of Kazakhstan dated 7 November 2016;
3)No increases in the remuneration of the members of the Board of Directors of AsiaCredit Bank JSC during the effective period of Instruction 13-3-10/1930 of the National Bank of the Republic of Kazakhstan dated 7 November 2016;
4)Approval of Amendment 3 to the Regulations of the Board of Directors of AsiaCredit Bank JSC.
RESOLUTIONS:
1. Approve the agenda of the General Meeting as follows:
1)Approval of the agenda of the General Meeting;
2)Non-payment of dividends to the shareholders of the Bank during the effective period of Instruction 13-3-10/1930 of the National Bank of the Republic of Kazakhstan dated 7 November 2016;
3)No increases in the remuneration of the members of the Board of Directors during the effective period of Instruction 13-3-10/1930 of the National Bank of the Republic of Kazakhstan dated 7 November 2016;
4)Approval of Amendment 3 to the Regulations of the Board of Directors of AsiaCredit Bank JSC.
2.Do not pay dividends to the shareholders of AsiaCredit Bank JSC during the effective period of Instruction 13-3-10/1930 of the National Bank of the Republic of Kazakhstan dated 7 November 2016.
3. Do not increase the remuneration of the members of the Board of Directors of AsiaCredit Bank JSC during the effective period of Instruction 13-3-10/1930 of the National Bank of the Republic of Kazakhstan dated 7 November 2016.
4. Approve and put into effect Amendment 3 to the Regulations of the Board of Directors of AsiaCredit Bank JSC.
This is a true extract from the minutes:
Chairman of the Management Board
AsiaCredit Bank JSCB. Nugymanov
Corporate Secretary S. Kobdabayeva