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BTA Convenes Noteholder Meetings to Elect Creditor Directors

29.02.2012

“BTA Bank” JSC (the “Bank”) is pleased to announce that meetings of its Senior Noteholders and OID Noteholders have been convened for 21 March 2012 to consider and approve (subject to subsequent approval by the Bank’s general shareholders’ meeting) the appointment of new Creditor Directors to the Board of Directors of the Bank. One Creditor Director will be appointed on behalf of the Senior Noteholders and one Creditor Director will be appointed on behalf of the OID Noteholders.

Mr. Sergey Babayan has been nominated by the Senior Noteholders for election as a Creditor Director on their behalf and Dr. Andrew Pospielovsky and Mr. Jacek Brzezinski have been nominated by the OID Noteholders for election as a Creditor Director on their behalf. Since the election of Creditor Directors is a matter for Senior Noteholders and OID Noteholders, the Bank expresses no opinion at all on the merits of any of the abovementioned candidates other than to state that it looks forward to working with whichever candidates are elected and that it has been asked by prospective members of the steering committee of the Bank's creditors to advise Noteholders that those prospective members endorse the candidacies of Mr. Babayan (as a Creditor Director on behalf of the Senior Noteholders) and of both Mr. Brzezinski and Dr. Pospielovsky (as a Creditor Director on behalf of the OID Noteholders).

In accordance with its Undertaking, entered into in connection with the restructuring of its financial indebtedness in 2010, in addition to the candidates nominated by Senior Noteholders and OID Noteholders, the Bank has also nominated candidates to serve as Creditor Directors, namely, Mr. Yury Voicehovsky, on behalf of the Senior Noteholders and Mr. Mikhail Jernov, on behalf of the OID Noteholders.

The Bank hopes that Noteholders will approve the appointment of the Noteholder-nominated candidates but, in the event that Noteholders of the relevant series do not elect one of the relevant candidates, the Bank urges them not to reject its candidate since this will require the entire election process to be repeated and will significantly delay the appointment of new Creditor Directors. The lack of Creditor Directors has a significant impact on the management of the Bank and it is important that Creditor Directors are appointed as soon as possible.

Brief biographies of the candidates can be found on the Bank’s website at: http://www.bta.kz/en/investor/

Notices convening the meetings were distributed yesterday to Senior Noteholders and OID Noteholders via Euroclear and Clearstream, Luxembourg. These notices are available on the Bank’s website at: http://www.bta.kz/en/investor/. Senior Noteholders and OID Noteholders should refer to these notices for detailed instructions on how to vote at the meetings. Senior Noteholders should note that Mr. Dmitri Beliaev is also listed as a Noteholder-nominated candidate in the notice to Senior Noteholders but should be aware that Mr. Beliaev has subsequently withdrawn his candidacy.

Senior Noteholders and OID Noteholders have the choice of voting for a Noteholder-nominated candidate or not voting for any of them and will also be asked whether they disapprove the relevant candidate nominated by the Bank. If a Noteholder-nominated candidate is not approved at the meeting, then, unless objected to at the meeting, the Bank’s candidate will be appointed (subject to subsequent approval by the Bank’s general shareholders’ meeting).

As described in the notices, Senior Noteholders have until 11:00 am (London time) on 19 March 2012 and OID Noteholders have until 11:20 am (London time) on 19 March 2012 to vote to approve the appointment of a candidate nominated by Senior Noteholders or OID Noteholders or, alternatively, vote to disapprove such candidates in the form of Electronic Instructions via Euroclear and Clearstream, Luxembourg. Senior Noteholders and OID Noteholders may vote to approve no more than one such candidate. Any Senior Noteholder or OID Noteholder who has not yet received the relevant notice should contact their bank, securities broker or any other intermediary through which they hold their Senior Notes or OID Notes.

Any candidate nominated by Senior Noteholders or OID Noteholders who is approved by a majority in value of Senior Noteholders or OID Noteholders (as the case may be) voting at the relevant meeting will (subject to subsequent approval by the Bank’s general shareholders’ meeting) be appointed to the Board as a Creditor Director on behalf of the Senior Noteholders or OID Noteholders (as the case may be).

If no such candidate is approved by the requisite majority of Senior Noteholders or OID Noteholders, then the Bank’s candidate will (subject to subsequent approval by the Bank’s general shareholders’ meeting) be appointed to the Board as a Creditor Director on behalf of the Senior Noteholders or OID Noteholders (as the case may be) unless such candidate is objected to by 25 per cent. or more in value of Senior Noteholders or OID Noteholders (as the case may be) voting at the relevant meeting.

Accordingly, when completing their Electronic Instructions, Senior Noteholders and OID Noteholders may also vote to object to the appointment of the Bank’s candidate in the event that no candidates nominated by Senior Noteholders or OID Noteholders (as the case may be) are approved by the requisite majority at the relevant meeting.

Any questions relating to the completion and submission of Electronic Instructions should be addressed to The Bank of New York Mellon, London Branch, as Principal Paying and Transfer Agent, as follows:

Contact: Debt Restructuring Services
Tel: +44 (0) 20 7964 4958
Fax: +44 (0) 20 7964 2536
Email: debtrestructuring@bnymellon.com