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About redemption of the common shares of JSC “BTA Bank” upon request of the shareholders

06.01.2015 17:50:43

The Joint-Stock Company"BTA Bank" (further the Bank or BTA) informs about passage of the Board of Directors of the Bank's decision on determination of the conditions and order of the redemption of common shares of the Bank upon request of the shareholderdated January 05, 2015.

On December 26, 2014 the extraordinary general meeting of the shareholders of BTA (further the "EGMS") approved target model of integration of JSC Kazkommertsbank (further the KKB) and BTA in the form of transfer of the assets and liabilities between parent bank (KKB) and subsidiary bank (BTA). The shareholders also approved plans for withdrawal of BTA from bank system by delivery of the banking license after transfer of the assets and liabilities and subsequent deconsolidation of KKB and BTA.

The shareholders of BTA recommended to approve the conditions and the order of the redemption of common shares of BTA upon request of the shareholderto the Board of Directors of BTA.

According to the article 27 of the Law "About Joint-Stock Companies" (Redemption of the placed shares by the Company upon request of the shareholder) and the Rules for redemption of the placed shares of JSC BTA Bank approved by general meeting of the shareholders of BTA on February 22, 2007 (with changes dated February 14, 2013) (further the "Rules"), the Board of Directors has approved the following conditions and order of the redemption of common shares of BTA upon request of the shareholders:

1. Basis of the redemption - upon request of the shareholder (if the request is submitted);

2. Term for presentation of the requirements - till January 26, 2015 inclusively (30 days from the date of the decision of EGMS on December 26, 2014);

3. The redemption price - according to the article 4 of the Rules (Redemption of the placed shares upon request of the shareholder), is determined as an average price between the price of the last placement (0.30 tenge per the share) and book value of the shares as of the date of the redemption. The bank established December 31, 2014 as a reporting date for determination of the book value of the shares. The price of the redemption will be determined by Bank and brought to the attention of the shareholders no later than February 1, 2015. The bank expects that the price of the redemption will be from 0.23 to 0.25 tenge per the share. If following the results of audit of the annual financial reports of the Bank, book value of the shares as of December 31, 2014 is higher, than the book value determined by Bank as of the date of share repurchase, Bank will pay a differenceto the shareholdersin addition and if book value is lower, conducted redemption remains without changes;

4. Submission of the requirements - in compliance with specified further procedure;

5. Calculation for shares - no later than 30 days from the moment of submission of the requirement, but not earlier than performance of the order on placement of the redeemed shares to the account of BTA in JSC Single Registrar of Securities (further the "SRS").

Order of submission of the requirements by shareholders of BTA about redemption of the shares belonging to them and/or global depositary receipts, which underlying asset are common shares issued (emitted) by BTA

The redemption is performed by Bank of shares based on the documents provided by Rules. Rules are placed on the website of the Bank to the address www.bta.kz the Shareholders, who are wishing to receive the paper copy of the Rules need to contact with head office of the Bank to the address: Almaty city, microdistrict "Samal-2", Zholdasbekov Str., 97 or to one following bank branches:

Branch Office

Address

Oblast

City, street, #

Aktobe branch office

Aktobe Oblast

51 Abulkhair Khan avenue, Aktobe

Almaty branch office

Almaty Oblast

55 Aiteke bi street, Almaty

East-Kazakhstan branch office

East-Kazakhstan Oblast

21/1 Gorky street, Ust-Kamenogorsk

Atyrau branch office

Atyrau Oblast

23 Kulmanov street, Atyrau

Zhambyl branch office

Zhambyl Oblast

75 Zheltoksan street, Taraz

Zhezkazgan branch office

Karaganda Oblast

20 Titov street, Zhezkazgan

Karaganda branch office

Karaganda Oblast

11A Alikhanov street, Karaganda

Kyzylorda branch office

Kyzylorda Oblast

53 Zhakhaev street, Kyzylorda

Kokshetau branch office

Akmola Oblast

21 B. Momyshuly street, Kokshetau

Kostanay branch office

Kostanay Oblast

114 Al-Farabi avenue, Kostanay

Mangistau branch office

Mangistau Oblast

63 14th microdistrict, Aktau

Pavlodar branch office

Pavlodar Oblast

22 Ak. Bekturov street, Pavlodar

North-Kazakhstan branch office

North-Kazakhstan Oblast

60A Brusilovskiy street, Petropavlovsk

Semey branch office

East-Kazakhstan Oblast

53 Urankhaev street, Semey

Taldykorgan branch office

Almaty Oblast

158 Ablay Khan street, Taldykorgan

West-Kazakhstan branch office

West-Kazakhstan Oblast

69/1 Amanzholov street, Uralsk

Astana branch office

Akmola Oblast

27 Seifullin street, Astana

Temirtau branch office

Karaganda Oblast

20 Republic square, Temirtau

South-Kazakhstan branch office

South-Kazakhstan Oblast

82 Tauke Khan avenue, Shymkent

Ekibastuz branch office

Pavlodar Oblast

91 Stroitelnaya street, Ekibastuz

 

The shareholders having intention to give the requirement about the redemption of the shares belonging to them fill in the Application form according to the form provided by Appendix No. 1 to Rules.

www.bta.kz/files/u1/rules14_02_13eng.doc

Statements are adopted at head office of Bank and in the branches stated above before the termination of the working day on January "26", 2015. If the Application is submitted in a sealed envelope, on an envelope there shall be a mark: "The statement on a share repurchase". Adoption of the Statements which aren't containing necessary data, or provided with violation of fixed term it can be refused.

The shareholders of Bank who submitted the Application on the redemption of the shares belonging to them shall within [five] days from the date of [announcement] Bank of the share price, provide the signed Purchase and sale agreement of shares and other documents, stipulated in Item 7 Rules in Bank.

Payment of cost of the redeemed shares will be performed in a non-cash order within 30 calendar days from the date of receipt of the corresponding Statement on condition of provision of the documents provided by Rules and transfer of shares on a personal account of Bank.

Each shareholder independently is responsible for timely receipt of permissions, approvals and making of other actions necessary for sale of shares (including provision of SRS of required documents and data for write-off and transfer of shares), and also for payment of any commissions, charges and taxes.

Payment to the shareholders who are nonresidents of the Republic of Kazakhstan can be performed with tax withholding at a payment source according to requirements of the Tax code of the Republic of Kazakhstan. The additional information concerning tax withholding will be placed in addition with a source of payment on the website of Bank to the address www.bta.kz.

The holders of global depositary receipts which underlying asset are bank shares (further - "GDR", also have the right to submit the requirement about sale of the shares belonging to them. In order to implement such right, the holders of GDR need to address to the "Bank of New York Mellon" (The Bank of New York Mellon), being depositary of GDR (further - "Depositary"), for additional instructions by Email: drglobaltransactions@bnymellon.com. Payment to the holders of GDR who are non-residents of the Republic of Kazakhstan will be made in US dollars at the rate of National Bank of the Republic of Kazakhstan as of payment date.

Any of provisions of this announcement shan't be considered as the recommendation or consultation. Before the shareholder of Bank makes any decision or performs any action, it needs to address for consultation to the legal, tax or financial consultant.

This announcement and any documents constituted according to this announcement are regulated and treated according to the legislation of the Republic of Kazakhstan. All possible disputes or disagreements following from this announcement and (or) in connection with it are subject to consideration in court of the Republic of Kazakhstan.

In case of the questions connected with this announcement or in need of the receipt of the additional information or documents specified in the announcement, we ask to address to the Corporate Secretary Pitulova Olga by phones: +7 (727) 266-72-54, +7 (727) 26-72-69; to  Email sdugashev@bta.kz, opitulova@bta.kz, respectively, or post@bta.kz. On the questions connected with GDR, we ask to address to the Corporate Secretary Pitulova Olga by phones: +7 (727) 266-72-54, +7 (727) 266-72-69; to Email sdugashev@bta.kz, opitulova@bta.kz.