Notice of the Voting Results of the Annual General Meeting of Shareholders of Alliance Bank JSC held on 29 May 2012
The Joint Stock Company Alliance Bank with legal address at: 50, Furmanov Street, Almaty, 050004, Republic of Kazakhstan notifies of the voting results of the Annual General Meeting of Shareholders of Alliance Bank JSC held on 29 May 2012.
Following agenda items were considered during the Annual General Meeting of Shareholders:
1. On the approval of annual financial statements of Alliance Bank JSC for 2011.
2. On definition of an order of distribution of a net profit of Alliance Bank JSC for expired 2011 fiscal year and the size of the dividend counting on one common share of Alliance Bank JSC, and formation of the minimum reserve capital of Alliance Bank JSC.
3. On nonpayment of dividends on common shares of «Alliance Bank» JSC.
4. On definition of the auditor organization for implementation of audit of «Alliance Bank» JSC.
5. On addresses of shareholders on actions of Alliance Bank JSC and its officials and results of their consideration.
6. On rate and composition of the remuneration of the members of the Board of Directors and Management Board in 2011.
7. On report of the Board of Directors of Alliance Bank JSC for expired 2011 fiscal year.
8. On modification and additions in Alliance Bank JSC Charter.
9. On modification of the Provision on Alliance Bank JSC Board of Directors.
10. On early termination of the powers of the member of the Board of Directors of Alliance Bank JSC and on appointment of new member of the Board of Directors of Alliance Bank JSC.
The shareholders and their representatives attending and registered at the meeting represented 9 148 652 (nine million one hundred forty eight thousands six hundred fifty two) voting shares comprising 97.17 % of the total voting shares of the Bank.
9 148 652 (nine million one hundred forty eight thousands six hundred fifty two) votes participated in the voting.
Based on voting results following decisions were taken on the items of the Agenda of the Annual General Meeting of Shareholders of Alliance Bank JSC:
1. Following was decided by simple majority of votes:
To approve the Audited Consolidated Financial Statements of Alliance Bank JSC for the year ended 31 December 2011.
2. Following was decided by simple majority of votes:
To approve the following order of Alliance Bank JSC net profit distribution for 2011 fiscal year, equaling to 39 887 (thirty nine billion eight hundred eighty seven) mln.tenge:
– to increase the Reserve Capital of Alliance Bank JSC for 3 989 (three billion nine hundred eighty nine) mln. Tenge out of non-distributed net profit of Alliance Bank JSC for 2011 fiscal year;
– to leave the sum of net profit equaling to 35 898 (thirty five billion eight hundred ninety eight) mln.tenge (after additional forming of the Reserve Capital) at disposal of Alliance Bank JSC.
3. Following was decided by simple majority of votes:
Taking into account provision of Article 22.5 of the Law ‘On Joint Stock Companies’ of the Republic of Kazakhstan, according to which it is prohibited to accrue the dividend on common shares if the shareholders’ equity of Alliance Bank JSC becomes negative as a result of such accrual the Annual General Meeting of Shareholders decided:
– Not to approve the size of the dividend per one common share of Alliance Bank JSC for 2011;
– Not to accrue and not to pay the dividend on common shares of Alliance Bank JSC for 2011.
4. Following was decided by simple majority of votes:
To determine KPMG Audit LLP as audit company conducting the audit of Alliance Bank JSC in 2012.
5. Following was decided by simple majority of votes:
To take note of the information on shareholders’ addresses on actions of Alliance Bank JSC and of its officials in 2011 and on results of consideration thereof.
6. Following was decided by simple majority of votes:
To take note of the information on size and composition of the remunerations of the members of the Board of Directors and the Management of Alliance Bank JSC.
7. Following was decided by simple majority of votes:
To take note of Alliance Bank JSC’s Board of Directors’ report for the ended financial year.
8. Following was decided by qualified majority of votes:
1. To approve all modifications and additions to the Charter of Alliance Bank JSC approved by the decision of single shareholders No 15/10 of March 09, 2010 as per attachment to the present resolution, and enter them into force as of May 30, 2012, excluding modifications and additions (taken with the purpose of execution of changes of legislation, which have not been entered into force) which will enter into force simultaneously with entering into force of corresponding provisions of legislation.
2. To authorize the Chairman of the Management Board of Alliance Bank JSC Mr. M.R. Kabashev to sign modifications and additions to the Charter of Alliance Bank JSC
3. To charge the Chairman of the Management Board of Alliance Bank JSC Mr. M.R. Kabashev to exercise necessary procedures for obtaining approval of modifications and additions into the Charter of Alliance Bank JSC from authorized government body of the Republic of Kazakhstan, as well as for notifications of judicial bodies of the Republic of Kazakhstan.
9. Following was decided by simple majority of votes:
To approve attached amendments into ‘Regulation on the Board of Directors of Alliance Bank JSC’ approved by the decision of the Shareholders’ meeting of Alliance Bank JSC No 2/11 of August 25, 2011.
10. Following was decided by simple majority of votes:
To elect Dosmukametov Kanat Muhametkarimovich as a member of the Board of Directors of Alliance Bank JSC representing interests of Samruk-Kazyna JSC.
For further information, please contact:
Investor Relations
Tel. +7 (727) 258 40 40 (ext. 52891)
E-mail: IR@alb.kz
www.alb.kz/en/