EXTRACT FROM MINUTES 47
of the Annual General Meeting of Shareholders
AsiaCredit Bank Joint-Stock Company
Address of the executive body: 17/1 Al-Farabi Ave., n/p 8, Almaty, 050000
Date of the meeting: 23 May 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 20 April 2016
Total outstanding shares: 16,904,064 ordinary shares
Total shareholders: Two (2) shareholders
Registered shareholders: One (1) shareholder
- QUORUM
Ms Kobdabayeva, Corporate Secretary, announced that as at the closure of participant registration for the Annual General Meeting of Shareholders of AsiaCredit Bank JSC, one (1) shareholder, Mr Sultan, Nurbol Sarybaiuly, 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.
Therefore, in accordance with Article 45 of the Law of the Republic of Kazakhstan On Joint-Stock Companies and the Bank's Charter, there is quorum necessary to acknowledge the Annual General Meeting of the Bank's Shareholders ("General Meeting") as quorate and eligible to consider issues on the agenda and pass resolutions thereon. Secretary Kobdabayeva announced the opening of the General Meeting.
- CHAIR AND SECRETARY
It was proposed that Mr Sultan, Nurbol Sarybaiuly, 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 Mr Sultan, Nurbol Sarybaiuly, holding 16,888,265 votes (the total number of votes) was present 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 the General Meeting of Shareholders each shareholder has one vote. The resolution on Issue 2 on the agenda must be passed by a special majority of the total voting shares of the Bank, and on Issues 1 and 3 by a simple majority of the total voting shares of the Bank using the "one share–one vote" principle.
Mr Sultan, Nurbol Sarybaiuly, was elected as Chair of the General Meeting ("Chair") and Ms Kobdabayeva, Sholpan Ginayatovna, 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.
- FORM OF VOTING
The Chair proposed that the vote be by show of hands and that the resolutions on Issue 2 on the agenda be passed by a special majority of the total voting shares of the Bank using the "one share–one vote" principle, and on Issues 1 and 3 on the agenda by a simple majority of the total voting shares of the Bank 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 and that, therefore, the meeting was quorate.
The attendees agreed unanimously 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.
- AGENDA
The Chair of the Meeting proposed that the meeting pass to approving the agenda of the General Meeting of Shareholders:
1) Approving the agenda of the Annual General Meeting of Shareholders;
2) Approving the annual financial statements of AsiaCredit Bank JSC for 2015;
3) Determining the procedure for distributing AsiaCredit Bank JSC's net income for 2015 and the amount of dividends per simple share of the Bank;
4) Considering shareholders' applications with respect to AsiaCredit Bank JSC and its officials' actions and the results of such consideration;
5) Notifying AsiaCredit Bank JSC's shareholders about the amount and composition of remuneration paid to the members of the board of directors and the executive body;
6) Determining the amount and conditions of paying remuneration to the members of the Board of Directors of AsiaCredit Bank JSC; and
7) Changes to the Board of Directors of the Bank.
RESOLUTIONS:
1. To approve the agenda of the Annual General Meeting of Shareholders as follows:
1) Approving the agenda of the Annual General Meeting of Shareholders;
2) Approving the annual financial statements of AsiaCredit Bank JSC for 2015;
3) Determining the procedure for distributing AsiaCredit Bank JSC's net income for 2015 and the amount of dividends per simple share of the Bank;
4) Considering shareholders' applications with respect to AsiaCredit Bank JSC and its officials' actions and the results of such consideration;
5) Notifying AsiaCredit Bank JSC's shareholders about the amount and composition of remuneration paid to the members of the board of directors and the executive body;
6) Determining the amount and conditions of paying remuneration to the members of the Board of Directors of AsiaCredit Bank JSC; and
7) Changes to the Board of Directors of the Bank.
2. To approve the Bank's audited financial statements for 2015.
3. To ensure that AsiaCredit Bank JSC, having its address at 17/1 Al-Farabi Ave., n/p 8, Almaty, Republic of Kazakhstan, BIN 920140000508, IBAN KZ09125KZT1001300262, BIC NBRKKZKX, KBe 14, pay dividends to its shareholders for 2015, totalling four billion seventy-seven million fifty-three thousand and two point nine five (4,077,053,002.95) tenge, or 241.402966 per ordinary share, in cash by bank transfer to the shareholders' bank accounts. The dividends must be paid within thirty (30) calendar days of holding the General Meeting. The list of shareholders entitled to receive dividends is fixed as at 00:00, Almaty time, 23 May 2016.
4. To take note that there were no shareholders' applications with respect to AsiaCredit Bank JSC and its officials' actions in 2015.
5. To take note of the amount and composition of remuneration paid to the members of the Board of Directors and Management Board of AsiaCredit Bank JSC in 2015.
6. To approve the structure and conditions of remuneration to the members of the Board of Directors as provided in Appendix 1 hereto.
7. To approve the following changes to the Board of Directors of AsiaCredit Bank JSC:
1)Remove Mr Mukhamedjanov, Adil Bektasovich, from the Board of Directors of AsiaCredit Bank.
2)Appoint Mr Nugymanov, Bauyrzhan Tabyldiyevich, Chairman of the Management Board at AsiaCredit Bank JSC since 19 April 2011, to the Board of Directors of AsiaCredit Bank JSC.
3)Approve composition of the new Board of Directors of AsiaCredit Bank JSC comprising three persons:
Mr Yerkebayev, Murat Sagidullayevich;
Mr Nugymanov, Bauyrzhan Tabyldiyevich; and
Mr Kobzev, Dmitry Georgiyevich, an independent director.
4)The powers of the Board of Directors will expire when the General Meeting of Shareholders electing the new Board of Directors is held.
Chairman of the Management Board
AsiaCredit Bank JSCB. Nugymanov
Corporate SecretaryS. Kobdabayeva
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