On the results of voting at the Extraordinary General Shareholders’ Meeting of BTA Bank Joint-Stock Company26.12.2014
Kazkommertsbank and BTA announce results of extraordinary general meeting of the shareholders
26 December 2014, Almaty, Kazakhstan - Kazkommertsbank (KKB) and BTA Bank (BTA) announce that today both banks held extraordinary general meetings of the shareholders of KKB and BTA with participation of shareholders owning 99.54 % (for KKB) and 99.82% (for BTA) of total voting common shares of each bank.
The shareholders of both banks approved targeted operating model for integration of KKB and BTA in the form of the Transfer of assets and liabilities between parent bank (KKB) and banking subsidiary (BTA) subject to the following conditions: introduction of necessary changes to the legislation of Kazakhstan; transfer to KKB or repayment of foreign liabilities of BTA; independent valuation of assets of BTA and KKB subject to the Transfer; approval of the Transfer by the Board of Directors of BTA and KKB, and approval of the National Bank of Kazakhstan. The shareholders also approved plan for BTA exit from the banking system by relinquishment of the banking license and further de-consolidation of KKB and BTA after the Transfer.
The Transfer will take place after fulfillment of conditions precedent and is planned for the 1st quarter of 2015. It is planned that BTA liabilities to creditors and depositors as well as part of the BTA assets will be transferred to KKB. BTA will ensure full and timely fulfillment of obligations to its clients until their transfer to KKB. After the Transfer KKB will fulfill obligations to the clients received from BTA in full in accordance with requirements of the legislation of the Republic of Kazakhstan and with existing terms set in the agreements between BTA and its clients.
The shareholders of KKB and BTA after additional consultations and upon recommendation of the Board of Directors of KKB decided to adjourn the decision on voluntary delisting of common shares and GDRs issued by KKB and BTA, so that the shareholders of both banks could decide on integration of two banks without making decision on immediate delisting, which might affect investment strategies of the shareholders.
As a result, the shareholders voted against voluntary delisting of common shares issued by KKB and traded at the Kazakhstan Stock Exchange and GDRs with basic asset being KKB common shares and traded at London Stock Exchange. Accordingly, the shareholders of BTA voted against voluntary delisting of GDRs with basic asset being common shares of BTA traded at the Luxemburg Stock Exchange.
Based on the above decisions, the shareholders of KKB decided not to recommend the Board of Directors of KKB to approve terms and conditions of buyback of common shares of KKB.
The shareholders of BTA recommended the Board of Directors of BTA to approve terms and conditions of buyback of common shares of BTA. The buyback will be made at a price set in accordance with the Methodology on pricing of common shares of JSC BTA Bank during buyback, which has been approved by the general meeting of the shareholders of BTA, and in line with the requirements of the legislation.