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31.05.2007 /Events
 MinutesOf Annual General Meeting Kazkommertsbank JSC
Minutes Of Annual General Meeting Kazkommertsbank JSC Address of the Bank: 135zh Gagarin st. Almaty, Kazakhstan
Date: May 18, 2007.
Time: 1500 hours
Present shareholders and shareholders representatives:
A.Shayahmetov Representative of Central Asian Investment company 184 679 013 shares
A.Mukazhanova Proxy of Mr. Subhanberdin 72 570 672 shares
T.Tyo Representative of EBRD 48 597 741 shares
Kotov Ì. Representative of “Pension fund of Halyk Bank of Kazakhstan” 487 665 shares
Ryspayeva Zh. Representative of The Bank of New York, voting in the name of 50 GDR holders underlying asset for which are common shares of the Bank 12 383 670 shares
Ryspayeva Zh. Representative of “Zhalyn Ltd” 563 743 shares
I.F.Halitov Shareholder 3 000 shares
From the side of Kazkommertsbank:
Managing Director
Deputy Chief Accountant
Leading Legal consultant
Corporate secretary
Nabiyev A.R.
Maketaev N.À.
Ryspayeva Zh.
Mukhamedyarova À.À.
Total number of voting shares: 328 257 370
On the Annual general meeting were present shareholders and their representatives owning 319 285 504 voting shares of the Bank (97,2668 % from total number of voting shares).
The powers of attorney of representatives of shareholders are duly authenticated.
Agenda:
1. On the Bank’s Management Board report on the results of Bank’s activities in 2006.
2. On the approval of the 2006 audited annual financial statements of The Bank.
3. On the net profit distribution for 2006 and the size of reserve capital allocation of The Bank.
4. On the dividends after the results of 2006.
5. On the Bank’s Board of Directors fees approval.
6. On the Bank’s external auditor approval.
7. On the Bank’s Corporate Management Code approval taking into consideration changes and add-ins #1.
8. On changes and add-ins to the Bank’s financial statements for the years 2003, 2004 and 2005.
9. On the election of the Bank’s Board of Directors member and determination of amount and payment conditions as to the Bank’s Board of Directors independent member.
10. On the consideration of shareholders appeals to The Bank’s and its authorities actions and the results of this consideration.
11. On the informing the shareholders about the amounts and structure of the Bank’s Board of Directors and Executive Board fees.
Progress of the meeting:
Ms.Mukhamedyarova announced that shareholders meeting is accepted as law competent, in accordance with item #45 of the law “On Joint stock companies” and proposed to assign Mr.Shayakhmetov as chairman of the meeting.
Mr. Shayakhmetov proposed to assign Ms. Mukhamedyarova as secretary of the General meeting, and as well returning board of the meeting in accordance with paragraph 1 of item #46 of the law “On Joint stock companies”.
This proposals were introduced for voting:
Voted:
“For” – 56 votes;
“Against” – 0;
“Abstained” – 0.
Decided: elect Mr. Shayakhmetov as a chairman and Ms. Mukhamedyarova as a secretary of Shareholders general meeting.
AGM chairman announced to present that Board of directors informed all shareholders about the meeting by publishing an article in the “Kazakhstanskaya Pravda” newspaper on April 17, 2007.
The chairman proposed to define the form of voting. It was proposed to determine an open form of voting.
Voted:
“For” – 319 285 504;
“Against” – 0;
“Abstained” – 0.
Decided: determine an open form of voting on the Shareholders general meeting.
Chairman of the meeting announced that the meeting started, read out the agenda and proposed to approve the agenda.
Voted:
“For” – 319 285 504;
“Against” – 0;
“Abstained” – 0.
Decided: approve the agenda of the meeting.
Chairman proposed to start considering the questions of the agenda.
On the 1st question of the agenda spoke Mr. Nabiyev with a management report on the Bank’s activities results for the year 2006.
Main achievements of JSC “Kazkommertsbank” in 2006:
1. The Bank is the leader in the banking sector of Kazakhstan being the largest bank by total assets (25.6%), total loans (27.5%) and total deposits (19.7%.)
2. In 2006 the Bank’s assets increased two folds to KZT2,444 billion.
3. Profit generated by the Bank in 2006 was KZT29.6 billion, which is 49% higher than in 2005.
Results of Operations for the year ended 31 December 2006.
As at 31 December 2006, the Bank had total assets of KZT2,444 billion (US$19.2 billion), an increase of 104.6 per cent. from 31 December 2005. The increases in total assets were mainly attributable to 125.8% growth in loan portfolio. The Bank’s net loans to customers increased KZT935.4 billion to KZT1,678.8 billion as at 31 December 2006 from KZT743.4 million as at 31 December 2005.
As at 31 December 2006 loans to banks less allowances for loan losses decreased to KZT197.2 billion from KZT254.3 billion as at 31 December 2005 (KZT57.1 billion decrease). Financial assets at fair value through profit or loss increased 129.8% to KZT322.6 billion as at 31 December 2006.
As at 31 December 2006 liabilities of the Bank increased 97.0% to KZT 2,810.4 billion from KZT1,106.6 billion as at the year end 2005 as a result of growth in international interbank financing, eurobond issues and increase in customer deposits.
Debt securities issued increased by 39.9 per cent. to KZT424.2 billion as at 31 December 2006 from KZT303.1 billion as at 31 December 2005. The Bank issued SGD100 million 4.25% due 2009 eurobond in February 2006, EUR300 million 5.125% due 2011 eurobond in May 2006 and US$500 million 7.5% due 2016 eurobond in November 2006.
Loans and advances received from banks increased 2.3 folds to KZT884.3 billion as at 31 December 2006 from KZT379.2 billion as at 31 December 2005. In August 2006 the Bank raised a U.S.$850 million syndicated loan organised by ING Bank and in December 2006 raised a U.S.$1 billion syndicated loan organised by Bank of Tokyo Mitsubishi, ING Unit Credit and Standard Chartered Bank.
The Bank’s outstanding subordinated debt amounted to KZT78.9 billion as at 31 December 2006 from KZT52,213 million as at 31 December 2005. The KZT26.7 billion (2.4 folds) increase in 2006 was due to the Bank’s issuance of U.S.$200 million 8.625 per cent. subordinated loan participation notes in July 2006.
Other borrowed funds increased to KZT68.8 billion as at 31 December 2006 compared to KZT50.6 billion as at 31 December 2005. The increase in 2006 was primarily as a result of an issue in December 2005 of two tranches of floating rate notes totalling U.S.$200 million as part of the Bank’s future flow securitisation of its diversified payment rights.
Customer accounts is an important source of funding and the Bank actively works in the domestic deposit market offering competitive terms. Customer accounts increased 126.7% to KZT687.8 billion as at 31 December 2006.
As at 31 December 2006, corporate deposits (less interest accrued) increased by KZT293.5 billion (2.5 folds) and comprised KZT484.5 billion due to 5.8 times increase in domestic currency time deposits.
As at 31 December 2006, retail deposits (less interest accrued) increased by KZT88.1 billion (81.7%) to KZT195.9 billion. Retail deposits increased both in KZT (2.6 times increase or KZT57.6 billion) and in foreign currency (38.8% increase or KZT19.1 billion.)
The Bank’s shareholders’ equity increased 3.1 folds to KZT248.7 billion as at 31 December 2006 compared to KZT81.3 billion as at 31 December 2005. The increase as at 31 December 2006 was due to a public placement of the Bank’s Shares on the London Stock Exchange by existing shareholders in November 2006 followed by domestic offer of the Bank’s Shares among existing shareholders as well as KZT27.8 billion net profit earned during 2006.
Financial results
In 2006 the Bank generated net profit in the amount of KZT29.6 billion (including profit attributable to equity holders of the parent in the amount of KZT27.8 billion) as compared to KZT19.8 billion in 2005 (including profit attributable to equity holders of the parent in the amount of KZT18.4 billion). Net profit attributable to the parent increased by 51.2%. Higher than previously profit is a result of growth in both net interest income (37.5%) and net non-interest income (98.8%).
Net non-interest income increased by KZT8.5 billion to KZT31.2 billion in 2006.
During 2006, total interest income increased by 70.4% to KZT147.2 billion from KZT86.4 billion in 2005. This growth is primarily a result of the 70.4% growth in the Bank's average interest earning assets to KZT1,246 billion for the year ended 31 December 2006 from KZT731 billion for the year ended 31 December 2005.
Interest income from loans to customers continued to comprise the largest share of interest income. Its share as a percentage of total interest income for the year ended 31 December 2006 remained almost unchanged at the level of 88.6% compared to 88.3% for the year ended 31 December 2005. Interest on loans to customers grew by 71.1%. This growth was caused by significant increase in the average gross volume of loans to customers to KZT1,015 billion for the year ended 31 December 2006 compared to KZT580 billion for the year ended 31 December 2005.
Interest income from loans and advances to banks including reverse repurchase agreements increased 76.6% to KZT6.9 billion for the year ended 31 December 2006, compared to KZT3.9 billion for the year ended 31 December 2005. Its share in total interest income changed insignificantly and was 4.7% in 2006 compared to 4.6% in 2005. The KZT 3.0 billion (1.8 folds) increase in interest income on loans and advances to banks in 2006 was primarily due to an increase in average interest rates from 4.11% in 2005 to 5.75 per cent. in 2006 as a result of an increase in LIBOR as well as a 19% (KZT17.8 billion) increase in average gross volume of loans and advances to banks.
Interest expense increased by 81.3%, or KZT37.3 billion largely as a result of a 78.4% growth in average interest bearing liabilities for the year ended 31 December 2006 to KZT1,201 billion from KZT673 billion for the year ended 31 December 2005 as well as a result of increase in cost of interest bearing liabilities to 6.87% in 2006 from 6.71% in 2005.
Provisions for impairment losses increased by 84.4% to KZT32.9 billion in the year ended 31 December 2006 from KZT17.8 billion in the year ended 31 December 2005. The growth was mainly attributable to 2.2 folds (KZT945.8 billion) increase in the gross loan portfolio as at 31 December 2006. Despite the growth of gross loans and the amount of provisions on loans to customers, the effective rate of provisions on loans to customers fell to 4.3% for 2006 from 5.5% for 2005. This is a result of improvement of economic situation in Kazakhstan as well as overall improvement of quality of the Bank’s loan portfolio.
Net non interest income increased by 98.9% to KZT29.0 billion for the year ended 31 December 2006 from KZT14.6 billion for the year ended 31 December 2005.
The structure of net non-interest income slightly changed in 2006. Net fee and commission income continued to be the main component of net non-interest income. Its share in net non-interest income was 54.8% in 2006 compared to 64.6% in 2005. The share of net gain on financial assets at fair value through profit or loss increased to 15.7% in 2006 from 5.8% in 2005. Net gain on foreign exchange operations, securities and precious metals increased as a percentage of net non-interest income to 18.7% in 2006 from 10.9% in 2005.
The Bank continues to rapidly grow and improve its activities in accordance with international standards. This requires heavy investments in branch network development, staff, information technologies, development and introduction of new banking products.
Operating expenses increased by 34.9% to KZT18.0 billion in the year ended 31 December 2006 from KZT13.4 billion in the year ended 31 December 2005. However, as a result of stronger growth in operating incomes, operating expenses as a percentage of operating income after provisions for loan losses in 2006 decreased to 30.0% from 35.9% in 2005.
Voted:
“For” - 319 272 904 votes;
“Against” – 12 600;
“Abstained” – 0.
Decided: approve the management report on the Bank’s activities results for the year 2006.
On the 2nd question of the agenda spoke Mr. Maketayev, and introduced for approval consolidated financial statements of the Bank for the years 2005 and 2006 and Auditor’s report (attachment #1 to this minutes):
Consolidated financial statement of JSC Kazkommertsbank and it’s subsidiaries/banks (hereinafter – the Group) for the year 2006 has been made in accordance to international financial standards of financial statements and audited by Deloitte & Touche LLP (report of independent auditors as of March 15, 2007).
As of January 1, 2007 currency of consolidated balance sheet of the Group amounted to 2,444,302 mln. tenge (two trillion four hundred forty four billion three hundred and two million tenge).
Based on the results of financial and economic activity for financial year of 2006 the retained income of the Group amounted to 29,586 mln. tenge (twenty nine billion five hundred eighty six million tenge) and profit for the share amounted to 64.83 tenge (sixty four tenge 83 tiyn) for each share.
According to the above we are asking for approval of the information which contains in consolidated financial statement for the financial year 2006 and approve the auditors report.
Voted:
“For” – 319 285 504 votes;
“Against” – 0;
“Abstained” – 0.
Decided: approval consolidated financial statements of the Bank for the years 2005 and 2006 and Auditor’s report (attachment #1 to this minutes):
On the 3rd question of the agenda spoke Mr.Maketaev.
1. Amount of assignments to JSC Kazkommertsbank capital reserves:
According to National Bank of the Republic of Kazakhstan Regulation No.70 as of February 26, 2000 “on the minimum amount of capital reserves of second tier banks” the minimum amount of capital reserves should be not less than 5 per. sent of unclassified assets of the bank. Accordance to the law of the Republic of Kazakhstan “on Joint Stock Companies” as of May 13, 2003 No.415-II requirements to minimum amount of capital reserves haven’t been regulated.
According to the Letter of Financial Management Service Authority (hereinafter – FMSA) No.02-03-41/867 as of March 19, 2004 the list of accounts based on the standard Card of accounts for second tier banks of the Republic of Kazakhstan, approved by the Board of the National Bank of the Republic of Kazakhstan Regulation No.326 as of September 01, 2006 has been recommended. The Bank’s Administrative-economic operations and taxes department has considered the alterations and supplements of the Board of National Bank of the Republic of Kazakhstan as of February 03, 2006 No.23 to the Card of accounts in the second tier banks of the Republic of Kazakhstan when calculating the minimum amount of capital reserves of the Bank.
Taking into account that the requirement to the minimum capital reserves of the bank regulates by the National Bank of the Republic of Kazakhstan (the Board of National Bank of the Republic of Kazakhstan Resolution No.326 as of February 03, 2006) and FMSA (the Letter No.02-03-41/867 as of March 19, 2004) the Bank’s Administrative-economic operations and taxes department has used the form 700-H as of January 31, 2006 which has been formed for the regulatory supervision purposes to calculate the minimum capital reserves of the bank and where the sum on the unclassified asset accounts amounted to 57,110,173 thous. tenge (the calculation is the appendix No.1 to the above letter).
Minimum amount of capital reserves = 57,110,173 thous. tenge * 5% = 2,855,508.65 thous. tenge
As of now the capital reserves of the bank amounted to 2,015,508.65 thous. tenge which is not in compliance with National Bank of the Republic of Kazakhstan requirements. With this regard we propose to increase the amount of capital reserves on 840,069.65 thous. tenge. The amount of Tier I Capital will not change.
The remained net income after tax (taking into account decision on the 4th question of agenda) is proposed to capitalize and put it to retained earnings of previous years.
Voted:
“For” - 319 272 904;
“Against” – 12 600;
“Abstained” – 0.
Decided: allocate the net income of the Bank for the year 2006 in the following way:
(1) to increase the amount of capital reserves on 840,069.65 thous. tenge, without changing the amount of Tier I Capital.
(2) capitalize net income after tax (taking into account decision on the 4th question of agenda) and put it to retained earnings of previous years.
On the 4th question of agenda spoke Mr. Maketayev.
1. Dividends based on year 2006 results:
The payment of dividends on the common shares of the Bank.
Based on the Law of the Republic of Kazakhstan as of May 13, 2003 No.415-II “on Joint Stock Companies” (hereinafter – “the Law”) and the Carter of the Bank the decision with regard to payment of dividends on the common shares is the jurisdiction of the annual Shareholders Meeting of the Bank. Taking into account that at the current moment the banking sector of the Kazakhstan growing significantly such growth is rigidly regulated by the FMSA with the purposes to maintain the adequate level of risk. To support the further growth of the Bank in such conditions we propose to capitalize the profit for the year 2006 and not to pay the dividends on the common shares and to book net income as retained earnings.
The payment of dividends on the preference shares of the Bank.
Based on the Law of the Republic of Kazakhstan as of May 13, 2003 No.415-II “on Joint Stock Companies” (hereinafter – “the Law”) and the Carter of the Bank the allocation of the net income of the joint stock company is the jurisdiction of the annual Shareholders meeting of the Bank. With this regard the shareholders of the Bank are advised to make the decision regarding to dividends payment date on preference shares and determine the date when the list of shareholders, who have a right to receive the dividends on preference shares will be fixed. The assured amount of dividends on the preferred shares determined by the Offering Circular of JSC Kazkommertsbank (hereinafter – “Offering Circular”) registered in the FMSA as of January 04, 2006.
With regard to above mentioned have been suggested to determine the date of payment of the dividends on preferred shares as December 10, 2007 in the amount determined in the Offering Circular (the fixed dividend for one preference share evaluates in national currency of the Republic of Kazakhstan and calculates according to the following formula: 0,04 * Bank’s currency rate on the date of dividend payment) and to determine:
1. The date of fixing the list of shareholders who have the right to receive dividends on the preferred shares as November 12, 2007;
2. To pay the dividends acquired in tenge to the Bank’s shareholders who are not residents in international currency.
During the five business days before the payment date of the dividends on the preferred shares the Bank should published in mass media the following details on payment of dividends:
- name, location and other properties of the Bank;
- period for which dividends are paid;
- the starting payment date of the dividends;
- the order and form of payment the dividends.
Voted:
“For” – 319 272 904;
“Against” – 12 600;
“Abstained” – 0.
Decided: set a date of start for payments on preferred shares on December 10, 2007 n amount set in the prospectus of emission, and determine:
1) Date of fixation of list of shareholders eligible for receiving dividends on preferred shares – November 12, 2007.
2) To realize payment of dividends to shareholders – nonresidents in foreign currency. Not to pay dividends for common shares.
On the 5th question of agenda spoke Mr. Maketaev.
Based on results of the year 2006, it is proposed to approve amount of salary to members of Board of Directors of JSC Kazkommertsbank [which includes amount of monthly salary, year end 2005 bonus, income tax and mandatory pension contributions].
In addition, it is proposed to approve amount of monthly salary and bonuses to members of Board of Directors of JSC Kazkommertsbank for the year 2007 [which includes amount of monthly salary, year end 2005 bonus, income tax and mandatory pension contributions]:
Appendix #2
Voted:
“For” - 314 041 138;
“Against” – 12 600;
“Abstained” – 5 231 766.
Decided: approve amount of salary to members of Board of Directors of JSC Kazkommertsbank [which includes amount of monthly salary, year end 2005 bonus, income tax and mandatory pension contributions] and amount of monthly salary and bonuses to members of Board of Directors of JSC Kazkommertsbank for the year 2007 [which includes amount of monthly salary, year end 2005 bonus, income tax and mandatory pension contributions]. Appendix #2
On the 6th question of agenda spoke Ms. Mukhamedyarova who reported that on 15-th of February 2007 question regarding approval of external auditor of the Bank was submitted to Audit Committee. In discussion of the question, except members of Audit Committee, also participated managers of divisions involved in process of work with external auditor TOO Deloitte&Touche. After discussions of this question was decided that Bank satisfied by the work of audit company TOO Deloitte&Touche. In addition, taking into account, that in accordance with subparagraph 6 of paragraph 1 of clause 36 of Law of Republic of Kazakhstan “About Joint Stock Companies” and subparagraph 6 of paragraph 10.2 of clause 10 of Charter of JSC Kazkommertsbank approval of external auditor refers to exclusive jurisdiction of General shareholder’s meeting, and, considering that Bank is satisfied with the quality of work of audit company TOO Deloitte&Touche, we propose to approve company Deloitte&Touche as an external auditor for the year 2007.
Voted:
“For” - 318 310 904;
“Against” – 12 600;
“Abstained” – 962 000.
Decided: to approve óòâåðäèòü êîìïàíèþ TOO Deloitte&Touche as an external auditor for the year 2007.
On the 7th question of the agenda spoke Ms. Ryspayeva who proposed for consideration the Code of Corporate Governance of JSC Kazkommertsbank amended and restated (hereinafter referred to as the “Code”). Amendments and restatements to the Code are made in order to comply with legislation currently in force and with requirements of stock exchanges where Bank’s securities listed.
Main amendments and restatements to Code:
- Possibility of participation of holders of Global and American receipts, basic asset of which is common stock shares of the Bank, in the course of legislation of Republic of Kazakhstan;
- Possibility of establishment of new committee under Board of Directors of the Bank – Committee on appointments and bonuses, organization of which is necessary for efficient Bank management and for effective task solutions, set to Board of Directors.
- Significant corporate actions of the Bank, information on which is provided to Kazakhstan and foreign stock exchanges where Bank’s securities listed.
Appendix:
1. Code of Corporate Governance of JSC Kazkommertsbank amended and restated.
Voted:
“For” – 313 903 138;
“Against” – 12 600;
“Abstained” – 5 369 766.
Decided: approve the Code of Corporate Governance of JSC Kazkommertsbank amended and restated
On the 8th question of agenda spoke Mr. Maketayev who informed that subsequent to the issuance of the Bank’s 2005 consolidated financial statements, the Bank’s management determined that the Bank’s preference shares should be treated as compound instruments in accordance with IAS 32, “Financial Instruments – disclosure and presentation of information”. This requirement is stated by revised IFRS #32, that was implemented in 2005, and translated to Russian in 2006. That means at the moment of making financial statements of the Group, this requirement was unknown to the Bank and the Auditor.
The standard requires that the proceeds from issuance of such a compound instruments are classified as equity or liability based on the underlying rights of each component of the instrument: a contractual obligation to pay dividends is classified as a liability and a right to participate in final distributions to shareholders is classified as equity at fair value at date of issuance.
To comply with IAS 32, the consolidated balance sheet, the related profit and loss accounts, and the statement of cash flows and changes in equity have been restated from the amounts previously reported.
According to the revised IAS 39 “Financial Instruments: Recognition and Measurement” a gain or loss on an available-for-sale financial asset shall be recognized directly in equity, through the statement of changes in equity, except for impairment losses and foreign exchange gains and losses.
The amount of adjustment of fair value of investments available-for-sale in the consolidated financial statements of the Group for the years ended 31 December 2004 and 2003 amounted to KZT 30 million and KZT (41) million, respectively. The cumulative effect of adjustment of fair value of investments available-for-sale recognized in the consolidated financial statements of the Group as at 31 December 2004 and 2003 in the Retained earnings amounted to positive valuation of KZT 11 million and KZT 41 million, respectively.
Also the amount of accrued dividends on preferred stock was reclassified from retained earnings to interest expenses of current year.
For reasons given the financial statements for the years 2003, 2004, 2005 and Auditor’s report should be re-approved.
Appendix:
Consolidated financial statements for the years 2005, 2004 and 2003 (restated) and Auditor’s Report.
Votec:
“For” - 313 915 738;
“Against” – 0;
“Abstained” – 5 369 766.
Decided: approve the financial statements for the years 2003, 2004, 2005 and Auditor’s report should be re-approved (appendix #4).
On the 9th question of the agenda spoke Ms. Mukhamedyarova who informed that the consideration of candidates for the Independent Director is still going on, and it is proposed not to consider this question on the forthcoming General Shareholders Meeting and postpone consideration until the next meeting.
Voted:
“For” - 313 563 724;
“Against” – 490 014;
“Abstained” – 5 231 766.
Decided: not to consider this question on this General Shareholders Meeting and postpone consideration until the next meeting.
On the 10th question spoke Ms. Mukhamedyarova, whom informed that there were no any appeals from shareholders to the Bank or its authorities actions.
Voted:
“For” - 313 903 138;
“Against” – 12 600;
“Abstained” – 5 369 766.
Decided: take a notice on this information
On the 11th question of agenda spoke Ms. Muakhmedyarova who informed the shareholders about the amount of monthly payment to the members of “Kazkommertsbank” JSC for the year 2006 and 2007 [including monthly salary, mandatory pension contribution, income tax] and amount of bonus for the year 2006. (appendix #5).
Voted:
“For” - 313 229 352;
“Against” – 12 600;
“Abstained” – 6 043 552.
Decided: take into account the information about the amount of monthly payment to the members of “Kazkommertsbank” JSC for the year 2006 and 2007 [including monthly salary, mandatory pension contribution, income tax] and amount of bonus for the year 2006. (appendix #5).
The agenda is concluded. Chairman announced the closing of the meeting.
Chairman of the general meeting
A.R.Shayakhmetov
Secretary of the general meeting
À.À. Mukhamedyarova
Representatives of the shareholders owning 10 and more percent of the voting shares
A.R.Shayakhmetov
T.Tyo
À.Mukazhanova
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