On making changes to the scheme of official salaries and grades of the Chairman and members of the Management Board of Development Bank of Kazakhstan Joint-Stock Company and on determining the quantitative composition, term of office of the Management Board of Development Bank of Kazakhstan Joint-Stock Company, election of its members, determining the size of official salaries of the Chairman and members of the Management Board of Development Bank of Kazakhstan Joint-Stock Company
IIn accordance with subparagraphs 8), 9), 20) of paragraph 2 of Article 53 of the Law ‘On Joint Stock Companies’, subparagraphs 8), 9), 25) of paragraph 10. 2 of article 10 of the Charter of Development Bank of Kazakhstan Joint-Stock Company, item 30 of the List of documents regulating internal activity of Development Bank of Kazakhstan Joint-Stock Company, subject to approval by the Board of Directors of Development Bank of Kazakhstan Joint-Stock Company, approved by the decision of the Board of Directors of Development Bank of Kazakhstan Joint-Stock Company from 26 February 2021 (Minutes No. 253-2021-02), Resolution of the Government of the Republic of Kazakhstan from 27 December 2024 No. 1195 ‘On the order of solving personnel issues on officials, appointed by, the Board of Directors of the Development Bank of Kazakhstan Joint-Stock Company DECIDED:
1. To make changes to the Scheme of salaries and grades of the Chairman and members of the Management Board of Development Bank of Kazakhstan Joint-Stock Company, approved by the decision of the Board of Directors of Development Bank of Kazakhstan Joint-Stock Company dated 29 September 2022 (Minutes No. 295-2022-16) on the third agenda item "On approval of the Scheme of salaries and grades of the Chairman and members of the Management Board of Development Bank of Kazakhstan Joint-Stock Company, on determination of salaries of certain members of the Management Board of Development Bank of Kazakhstan Joint-Stock Company", in accordance with Annex No. 2 to these Minutes.
2 Determine the quantitative composition of the Management Board of Development Bank of Kazakhstan Joint-Stock Company - 5 (five) units.
3. Determine the term of powers of the Management Board of Development Bank of Kazakhstan Joint-Stock Company - 5 (five) years from 26 August 2024 to 25 August 2029.
4. To elect the following persons as members of the Management Board of Development Bank of Kazakhstan Joint-Stock Company from 26 August 2024:
1) Li Vladimir Evgenievich;
2) Abisheva Botagoz Toktagulovna;
3) Omarov Bakhytzhan Baidildaevich;
4) Sharipov Aset Bulatovich.
5. To determine the size of official salaries of the members of the Management Board of Development Bank of Kazakhstan Joint Stock Company, in accordance with Annex No. 3 to these Minutes.
6. Chairman of the Board of Development Bank of Kazakhstan Joint Stock Company or authorised person to take necessary measures arising from this decision.
On the election of a member of the Management Board of the «Development Bank» of Kazakhstan joint-stock company and the determination of his salary
1. Prematurely terminate the powers of a member of the Board of the Development Bank of Kazakhstan Joint-Stock Company Isenov Amangeldy Sagandekovich from February 29, 2024 at the initiative of an employee on the basis of subparagraph 5) of Article 49, paragraph 1 of Article 56 of the Labor Code of the Republic of Kazakhstan.
2. To elect Vladimir E. Li as a member of the Board of the Development Bank of Kazakhstan Joint-Stock Company from March 1, 2024 for the term of office of the Board of the Development Bank of Kazakhstan Joint-Stock Company as a whole, with a probation period of 3 months.
3. Whether to set an official salary for Li Vladimir Evgenievich in accordance with Appendix No. 1 to this protocol.
4. To determine the terms of remuneration and bonuses for a member of the Management Board of Li Vladimir Evgenievich in accordance with internal documents and decisions of the Board of Directors of the Development Bank of Kazakhstan Joint-Stock Company.
5. Chairman of the Management Board of the Development Bank of Kazakhstan Joint-Stock Company M.T. Yelibaev to take the necessary measures arising from this decision in accordance with the labor legislation of the Republic of Kazakhstan and internal acts of the Development Bank of Kazakhstan Joint-Stock Company.
The results of voting on this issue: «For» – 4, «Against» – 0, «Abstained» – 0.
Two members of the Board of Directors were absent for objective reasons.
On issue of the tenth bond program for the amount of KZT (confidentially), determination of terms of the first bond issue in the amount of amount of up to KZT (confidentially) inclusive, the second bond issue in the amount of amount of up to KZT (confidentially) inclusive under the tenth bond program, their issues and increase of liabilities of Development Bank of Kazakhstan JSC in the amount of ten and more percent of the size of its equity capital of the company
1. Issue the tenth bond program of Development Bank of Kazakhstan Joint Stock Company in the amount of KZT (confidentially).
2. Determine terms of the first bond issue in the amount of amount of up to KZT (confidentially) inclusive within the tenth bond program of Development Bank of Kazakhstan Joint Stock Company, according to Annex No. 2 to these Minutes and perform its issuance.
3. Determine the terms of the second bond issue in the amount of amount of up to KZT (confidentially) inclusive within the tenth bond program of Development Bank of Kazakhstan Joint Stock Company, according to Annex No. 3 to these Minutes and perform its issuance.
4. Increase liabilities of Development Bank of Kazakhstan Joint Stock Company in the amount of (confidentially) % of its equity capital by attracting bond loans by Development Bank of Kazakhstan Joint Stock Company in the amount of amount of up to KZT (confidentially) inclusive.
5. The Management Board of Development Bank of Kazakhstan Joint-Stock Company to take necessary measures arising from this resolution.
The results of voting on this issue: «For» – 5, «Against» – 0, «Abstained» – 0
The meeting was attended by 5 members of the Board of Directors.
On the fourth issue of commercial bonds of up to KZT (confidentially) and the fifth issue of commercial bonds of up to KZT (confidentially) and determination of the terms of issues
1. To approve the fourth issue of commercial bonds of up to KZT (confidentially) and determine the terms of its issue, in accordance with Annex No. 2 to this Minutes.
2. To approve the fifth issue of commercial bonds of up to KZT (confidentially) and determine the terms of its issue, in accordance with Annex No. 3 to this Minutes.
3. Management Board of Development Bank of Kazakhstan Joint-Stock Company shall take the necessary measures arising from this resolution.
The results of voting on this issue: «For» – 6, «Against» – 0, «Abstained» – 0.
The meeting was attended by all members of the Board of Directors.
On placement (sale), including the number of placed (sold) shares of Development Bank of Kazakhstan JSC, within the number of declared shares, method and price of their placement (sale)
In accordance with Article 18.1, Article 53.2(3) of the Law of the Republic of Kazakhstan "On Joint-Stock Companies", Article 4.2, Article 10.2(4) of the Charter of Development Bank of Kazakhstan Joint-Stock Company, the Board of Directors of the Development Bank of Kazakhstan Joint-Stock Company DECIDED:
1. Place ordinary shares of Development Bank of Kazakhstan Joint-Stock Company in the amount of 2,500 (two thousand five hundred) pieces within the number of declared shares at the placement price of KZT 40,000,000 (forty million) per one ordinary share for the total amount of KZT 100,000,000,000 (one hundred billion) by realization by the Sole Shareholder of Development Bank of Kazakhstan Joint- Stock Company of the right of preemption of shares in accordance with the legislation of the Republic of Kazakhstan.
2. Send a notice to the Sole Shareholder of Development Bank of Kazakhstan Joint- Stock Company by written notice in Kazakh and Russian languages with an offer to purchase shares of Development Bank of Kazakhstan Joint-Stock Company on the terms specified in clause 1 of this resolution within ten calendar days after the date of this resolution.
3. The Chairman of the Management Board of Development Bank of Kazakhstan Joint-Stock Company N.S. Baibazarov shall take necessary measures arising from this resolution.
The results of voting on this issue: "For" - 6, "Against" - 0, "Abstained" - 0 The meeting was attended by all members of the Board of Directors
On the placement (offer), including the number of shares to be placed (offered), within the number of authorized shares, the method and price of their placement (offer)
1. In accordance with the procedure established by the legislation of the Republic of Kazakhstan, to place ordinary shares of Development Bank of Kazakhstan Joint-Stock Company in the amount of 1,250 (one thousand two hundred and fifty) within the number of authorized shares at placement price of KZT 40,000,000 (forty million) per one ordinary share for the total amount of KZT 50,000,000,000 (fifty billion) by realization by the Sole Shareholder of Development Bank of Kazakhstan Joint-Stock Company of its pre-emptive right.
2. Paragraph 1 of this decision is put into effect from the date of approval of the relevant decree of the Government of the Republic of Kazakhstan, providing for an increase in the authorized capital of JSC "National Managing Holding "Baiterek" with a subsequent increase in the authorized capital of JSC "Development Bank of Kazakhstan" to ensure the competitiveness and sustainability of the national economy.
3. Within ten calendar days after the date of adoption of this decision, send a notification to the sole shareholder of the joint stock company "Development Bank of Kazakhstan", by means of a written notification in Kazakh and Russian with an offer to purchase shares of the joint stock company "Development Bank of Kazakhstan" on the terms specified in paragraph 1 of this decision.
4. The Chairman of the Management Board of Development Bank of Kazakhstan Joint-Stock Company (N.Baibazarov) to take necessary measures resulting from this resolution.
The results of voting on this issue: "For" - 6, "Against" - 0, "Abstained" - 0
The meeting was attended by 6 members of the Board of Directors
On the sixth issue of bonds in the amount of KZT 30,000,000,000 (thirty billion) and on the seventh issue of bonds in the amount of KZT 15,000,000,000 within the seventh bond program in the amount of KZT 500,000,000,000 (five hundred billion) and determination of its terms
1. Approve the sixth issue of bonds in the amount of 30,000,000,000 (thirty billion) tenge within the seventh bond program of the Development Bank of Kazakhstan Joint-Stock Company in the amount of 500,000,000,000 (five hundred billion) tenge and determine the conditions for its issue, in accordance with Appendix No. 1 to this protocol .
2. Approve the seventh issue of bonds in the amount of 15,000,000,000 (fifteen billion tenge) within the seventh bond program of the Development Bank of Kazakhstan joint-stock company in the amount of 500,000,000,000 (five hundred billion) tenge and determine the conditions for its issue, in accordance with Appendix No. 2 to this protocol.
The results of voting on this issue: "For" - 5, "Against" - 0, "Abstained" - 0
The meeting was attended by all members of the Board of Directors
On the placement (offer), including the number of shares to be placed (offered), within the number of authorized shares, the method and price of their placement (offer) and on recognizing as invalid the decision of the Board of Directors of Development Bank of Kazakhstan JSC dated June 27, 2022 (minutes No. the number of announced shares, the method and price of their placement (realization)
1. In accordance with the procedure established by the legislation of the Republic of Kazakhstan, place ordinary shares of Development Bank of Kazakhstan Joint-Stock Company in the amount of 1,250 (one thousand two hundred and fifty) within the number of authorized shares at placement price of KZT 40,000,000 (forty million) per one ordinary share for the total amount of KZT 50,000,000,000 (fifty billion) by realization by the Sole Shareholder of Development Bank of Kazakhstan Joint-Stock Company of its pre-emptive right.
2. Within ten calendar days after the date of adoption of this decision, send a written notice to the address of the sole shareholder of the “Development Bank of Kazakhstan” Joint-Stock Company – “Baiterek” National Management Holding” Joint-Stock Company with a proposal to exercise the right of preemptive purchase of shares of the “Development Bank of Kazakhstan” Joint-Stock Company under the conditions specified in paragraph 1 of this decision.
3. Recognize as invalid the decision of the Board of Directors of the Development Bank of Kazakhstan JSC dated June 27, 2022 (minutes No. 291-2022-12) on the third issue of the agenda “On placement (sale), including the number of shares to be placed (sold) within the limits of the number of announced shares, method and price of their placement (realization).
4. The Chairman of the Management Board of Development Bank of Kazakhstan Joint-Stock Company (R.V. Iskakov) to take necessary measures resulting from this resolution.
The results of voting on this issue: "For" - 4, "Against" - 0, "Abstained" - 0
The meeting was attended by 4 members of the Board of Directors
On the placement (offer), including the number of shares to be placed (offered), within the number of authorized shares, the method and price of their placement (offer)
1. In accordance with the procedure established by the legislation of the Republic of Kazakhstan, to place ordinary shares of Development Bank of Kazakhstan Joint-Stock Company in the amount of 1,250 (one thousand two hundred and fifty) within the number of authorized shares at placement price of KZT 40,000,000 (forty million) per one ordinary share for the total amount of KZT 50,000,000,000 (fifty billion) by realization by the Sole Shareholder of Development Bank of Kazakhstan Joint-Stock Company of its pre-emptive right.
2. The Chairman of the Management Board of Development Bank of Kazakhstan Joint-Stock Company (R.V. Iskakov) to take necessary measures resulting from this resolution.
The results of voting on this issue: "For" - 6, "Against" - 0, "Abstained" - 0
The meeting was attended by all members of the Board of Directors
On Amendments to the decision of the Board of Directors of the Development Bank of Kazakhstan JSC dated March 31, 2022 (Minutes No. 284-2022-05) on the second item of the agenda «On increasing the obligations of the Development Bank of Kazakhstan JSC by an amount of ten percent or more of the company's equity, on the issue of bonds in the amount (confidential) within the Program of the Development Bank of Kazakhstan JSC (confidential) inclusive and determining the terms of the issue, on the redemption of bonds of the Development Bank of Kazakhstan JSC in the amount (confidential) inclusive».
To amend the decision of the Board of Directors of the Development Bank of Kazakhstan Joint-Stock company dated March 31, 2022 (Minutes No. 284-2022-05) on the second item of the agenda «On increasing the obligations of the Development Bank of Kazakhstan JSC by an amount of ten percent or more of the company's equity, on the issue of bonds in the amount (confidential) within the Program of the Development Bank of Kazakhstan JSC (confidential) inclusive and determining the terms of the issue, on the redemption of bonds of the Development Bank of Kazakhstan JSC in the amount (confidential) inclusive» in accordance with the annex to this protocol.
The results of voting on this issue: "For" - 6, "Against" - 0, "Abstained" - 0
The meeting was attended by all members of the Board of Directors.
On increasing the obligations of the Development Bank of Kazakhstan JSC by an amount of ten percent or more of the company's equity, on the issue of bonds in the amount (confidential) within the Program of the Development Bank of Kazakhstan JSC (confidential) inclusive and determining the terms of the issue, on the redemption of bonds of the Development Bank of Kazakhstan JSC in the amount (confidential) inclusive.
1. Increase the obligations of the Development Bank of Kazakhstan JSC by an amount equal to ten or more percent of the equity capital by issuing bonds (confidential) inclusive within the Program of the Development Bank of Kazakhstan JSC (confidential) inclusive and determine the terms of the issue, in accordance with Annex No. 2 to this Minutes.
2. Confidential.
3. Confidential.
4. The Board of the Development Bank of Kazakhstan JSC to take the necessary measures arising from this decision.
The results of voting on this issue: "For" - 6, "Against" - 0, "Abstained" - 0
The meeting was attended by all members of the Board of Directors
On the early termination of the powers of members of the Management Board of Development Bank of Kazakhstan JSC Aubakirov D.B. and Babichev D.Yu., election of members of the Management Board of Development Bank of Kazakhstan JSC and determination of their salaries
1. Early terminate the powers of a member of the Management Board of Development Bank of Kazakhstan JSC Aubakirov Duman Baurzhanovich from March 9, 2022.
2. Early terminate the powers of a member of the Management Board of Development Bank of Kazakhstan JSC Babichev Dmitry Yuryevich from February 25, 2022.
3. To elect Marat Talgatovich Yelibayev as a member of the Management Board of Development Bank of Kazakhstan JSC from March 10, 2022 for the term of office of the Management Board of Development Bank of Kazakhstan JSC as a whole.
4. To elect Abisheva Botagoz Toktagulovna as a member of the Management Board of Development Bank of Kazakhstan JSC from February 28, 2022 for the term of office of the Management Board of Development Bank of Kazakhstan JSC as a whole.
5. Establish official salaries for Marat Talgatovich Yelibaev and Botagoz Toktagulovna Abisheva, in accordance with Annex No. 12 to this Minutes.
6. Chairman of the Management Board of Development Bank of Kazakhstan JSC Iskakov R.V. take the necessary measures arising from this decision, in accordance with the labor legislation of the Republic of Kazakhstan and internal acts of Development Bank of Kazakhstan JSC, including the implementation of compensation payments to Aubakirov D.B. and Babichev D.Yu. in connection with the early termination of employment contracts.
The results of voting on this issue: "For" - 6, "Against" - 0, "Abstained" - 0
The meeting was attended by all members of the Board of Directors
On increasing the obligations of Development Bank of Kazakhstan JSC (hereinafter referred to as the Bank) by an amount of ten or more percent of the size of equity capital, the issue of the eighth bond program in the amount of 50,000,000,000 (fifty billion) KZT, the first and second issues of bonds for the amount up to 15,000,000,000 (fifteen billion) KZT inclusive and up to 35,000,000,000 (thirty five billion) KZT inclusive within the eighth bond program, and determining the terms of their issue
1. Increase the liabilities of Bank by an amount of ten or more percent of the Bank's equity capital by issuing the eighth bond program with a total volume of 50,000,000,000 (fifty billion) KZT, as well as the first issue of bonds for the amount up to 15,000,000,000 (fifteen billion) KZT inclusive within the eighth bond program and the second issue of bonds for the amount up to 35,000,000,000 (thirty five billion) KZT inclusive within the eighth bond program;
2. To approve the issue of the eighth bond program with a total volume of 50,000,000,000 (fifty billion) KZT;
3. To approve the first issue of bonds for the amount of up to 15,000,000,000 (fifteen billion) KZT inclusive within the eighth bond program and determination of the terms of their issue, in accordance with Appendix No. 2 to this minutes;
4. To approve the second issue of bonds for the amount of up to 35,000,000,000 thirty-five billion) KZT inclusive within the eighth bond program and determination of the terms of their issue, in accordance with Appendix No. 3 to this minutes;
5. The Bank (hereinafter referred to as the Bank) shall approve an internal document assessing the selection of projects for classifying them as “green” projects, no later than the date the Bank submits documents to the authorized body for regulation, control and supervision of the financial market and financial organizations, necessary for state registration of the first bond issue within the eighth bond program of the Bank;
6. The Bank to take the necessary measures arising from this decision.
On the fourth issue of bonds for the amount of up to 22,500,000,000 (twenty two billion five hundred million) tenge inclusive within the seventh bond program for the amount of 500,000,000,000 (five hundred billion) tenge and determining the terms of its issue
1. To approve the fourth issue of bonds of Development Bank of Kazakhstan JSC for the amount up to 22,500,000,000 (twenty two billion five hundred million) tenge inclusive within the seventh bond program in the amount of 500,000,000,000 (five hundred billion) tenge and determine the terms of its issue in accordance with Appendix No. 1 to this Protocol. 2. The Management Board of Development Bank of Kazakhstan JSC shall take the necessary measures arising from this decision.
On the fifth issue of bonds in the amount of 32,200,000,000 (thirty-two billion two hundred million) tenge within the seventh bond program in the amount of 500,000,000,000 (five hundred billion) tenge and determination of its terms
1. To approve the fifth issue of bonds of Development Bank of Kazakhstan JSC in the amount of 32,200,000,000 (thirty two billion two hundred million) tenge within the seventh bond program in the amount of 500,000,000,000 (five hundred billion) tenge and determine the terms of its issue, according to the appendix No. 1 to this protocol.
2. The Board of Development Bank of Kazakhstan JSC to take the necessary measures arising from this decision.
On changes in the composition of the committees of the Board of Directors of Development Bank of Kazakhstan JSC
in Appendix No. 6 to the minutes of the in-person meeting of the Board of Directors of Development Bank of Kazakhstan JSC dated March 31, 2021 (minutes No. 255-2021-04) on the fifth issue of the agenda "On increasing the obligations of Development Bank of Kazakhstan JSC" by an amount of ten and more than percent of the size of the company's equity capital, on the issue of bonds (Eurobonds) for an amount up to (confidential) inclusive and up to (confidential) inclusive within the Program of Development Bank of Kazakhstan JSC for the issue of medium-term securities for an amount up to (confidential) inclusive and determining conditions of issues "to make the following changes:" point f) shall be stated as follows: "f) - confidential"; clause j) shall be stated as follows: “j) - confidential”.
The results of voting on this issue: "For" - 6, "Against" - 0, "Abstained" - 0
The meeting was attended by all members of the Board of Directors
1. To increase the liabilities of Development Bank of Kazakhstan JSC by the amount, constituting ten or more percent of the size of equity capital, through issue of bonds (Eurobonds) in the amount of up to 100,000,000,000 (one hundred billion) tenge inclusively within the Program of Development Bank of Kazakhstan JSC for the issue medium-term securities up to 3,000,000,000 (three billion) US dollars inclusive and determine the terms of issue, in accordance with Appendix No. 6 to this protocol.
2. To increase the liabilities of Development Bank of Kazakhstan JSC by the amount, constituting ten or more percent of the size of equity capital, through issue of bonds (Eurobonds) up to 500,000,000 (five hundred million) US dollars inclusive within the Program of Development Bank of Kazakhstan JSC on issue of medium-term securities in the amount of up to 3,000,000,000 (three billion) US dollars inclusive and determine the terms of issue, in accordance with Appendix No. 7 to this protocol.
3. The Board of Development Bank of Kazakhstan JSC to take the necessary measures, arising from this decision.
1. To approve the third issue of bonds of Development Bank of Kazakhstan JSC in the amount of 20,000,000,000 (twenty billion) tenge within the sixth bond program in the amount of 100,000,000,000 (one hundred billion) tenge and determine the terms of its issue, in accordance with Appendix No. 4 to this protocol.
2. The Board of Development Bank of Kazakhstan JSC to take the necessary measures arising from this decision.
1. Increase the liabilities of Development Bank of Kazakhstan JSC (hereinafter referred to as the Bank) by an amount of ten or more percent of the Bank's equity capital through the third issue of bonds in the amount of 50,000,000,000 (fifty billion) tenge within the seventh bond program;
2. To approve the third issue of bonds for the amount of 50,000,000,000 (fifty billion) tenge within the seventh bond program and determine the terms of their issue, in accordance with Appendix No. 1 to these minutes.
3. The Board of the Bank to take the necessary measures arising from this decision.
On placement (sale), including the number of placed (sold) shares within the number of declared shares, the method and price of their placement (sale)
1. In accordance with the procedure established by the legislation of the Republic of Kazakhstan, place common stock of Development Bank of Kazakhstan JSC in the amount of 320 (three hundred twenty) common stock within the number of authorized shares at the offering price of 38 393 750 (thirty eight million three hundred and ninety three thousand seven hundred and fifty) tenge for one ordinary stock for the total amount of 12 286 000 000 (twelve billion two hundred and eighty six million) tenge through the exercise by the shareholder of Development Bank of Kazakhstan JSC of the right of pre-emptive purchase of stock.
2. In accordance with the procedure established by the legislation of the Republic of Kazakhstan, send to the shareholder of Development Bank of Kazakhstan JSC a proposal to exercise the right of pre-emptive purchase of stock in the amount of 320 (three hundred twenty) stock at the price of 38 393 750 (thirty eight million three hundred and ninety three thousand seven hundred and fifty) tenge for one common stock for the total amount of 12 286 000 000 (twelve billion two hundred and eighty six million) tenge.
3. Clause 1 of this decision comes into force from the date of adoption of the resolution of the Government of the Republic of Kazakhstan on the allocation of funds from the special reserve of the Government of the Republic of Kazakhstan in the amount of 12 286 000 000 tenge to stimulate pre-export and export financing in the amount of 12 286 000 000 tenge.
4. Deputy Chairman of the Management Board of Development Bank of Kazakhstan JSC, Babichev D.Y. to take the necessary measures arising from this decision.
The results of voting on this issue: "For" - 7, "Against" - 0, "Abstained" - 0
The meeting was attended by all members of the Board of Directors
1. Increase the liabilities of Development Bank of Kazakhstan JSC by an amount of ten or more percent of the size of the equity capital of Development Bank of Kazakhstan JSC by means of the second issue of bonds in the amount of 120,000,000,000 (one hundred twenty billion) tenge, within the seventh bond program ...
2. To approve the second issue of bonds for the amount of 120,000,000,000 (one hundred twenty billion) tenge within the seventh bond program and determine the terms of their issue, in accordance with Appendix No. 5 to these minutes.
3. The Board of Development Bank of Kazakhstan JSC to take the necessary measures arising from this decision.
1. Increase the Bank's liabilities by an amount of ten or more percent of the Bank's equity capital by issuing the seventh bond program for a total of 500,000,000,000 (five hundred billion) tenge, as well as the first issue of bonds in the amount of 130,000,000,000 (one hundred thirty ) tenge, within the seventh bond program;
2. To approve the issue of the seventh bond program with a total volume of 500,000,000,000 (five hundred billion) tenge;
3. To approve the first issue of bonds for the amount of 130,000,000,000 (one hundred thirty billion) tenge within the seventh bond program and determine the terms of their issue, in accordance with Appendix No. 1 to this protocol.
4. The Board of the Bank to take the necessary measures arising from this decision.
The results of voting on this issue: "For" - 7, "Against" - 0, "Abstained" - 0
The meeting was attended by all members of the Board of Directors
1. To approve the second issue of bonds of Development Bank of Kazakhstan JSC in the amount of 20,000,000,000 (twenty billion) tenge within the sixth bond program and determine the terms of its issue, in accordance with Appendix No. 4 to this protocol.
2. The Management Board of the Development Bank of Kazakhstan JSC shall take the necessary measures arising from this decision.
2. Set the official salary of Asset Bulatovich Sharipov according to Annex 1 to these Minutes.
3. A.S. Sarkulov, CEO of the Management Board of Development Bank of Kazakhstan JSC, to take the necessary measures arising from this Resolution, in accordance with the labor legislation of the Republic of Kazakhstan.
The results of voting on this issue: "For" - 7, "Against" - 0, "Abstained" - 0
On placement (sale), including the number of placed (sold) shares within the number of declared shares, the method and price of their placement (sale)
1. To place ordinary shares of “Development Bank of Kazakhstan” JSC in the amount of 200 (two hundred) units within the number of authorized shares at 40,000,000 (forty million) KZT per one ordinary share for total amount of 8,000,000,000 ( eight billion) KZT by placing under the right of first option on purchase by the Sole Shareholder of “Development Bank of Kazakhstan” JSC in accordance with procedures established by laws of the Republic of Kazakhstan.
2. To submit proposal for realizing the right of first option on shares purchase in the amount of 200 (two hundred) units at 40,000,000 (forty million) KZT per one ordinary share for total amount of 8,000 000 000 (eight billion) KZT to the Soles Shareholder of “Development Bank of Kazakhstan” JSC in accordance with procedures established by laws of the Republic of Kazakhstan.
3. The Management Board of “Development Bank of Kazakhstan” JSC shall take necessary measures arising hereof.
On early termination of powers of a member of the Management Board of Development Bank of Kazakhstan JSC
1. Early terminate the powers of the Managing Director, member of the Management Board of Development Bank of Kazakhstan JSC Amirtayev Askar Saparovich, by agreement of the parties from March 2, 2020, with payment of compensation in the amount of one official salary, according to the employment contract.
2. Early terminate the powers of member of the Board of Directors of DBK-Leasing JSC Amirtayev Askar Saparovich, elected as the representative of the Sole Shareholder of DBK-Leasing JSC.
3. To the Chairman of the Board of Development Bank of Kazakhstan JSC A.S. Sarkulov to take the necessary measures arising from this decision, in accordance with the labor legislation of the Republic of Kazakhstan.
4. The decision on item 2 is the decision of the Sole Shareholder of DBK-Leasing JSC.
On the issue of bonds and derivative securities
1. Increase the liabilities of Development Bank of Kazakhstan JSC by ten percent or more of the Bank’s equity capital and issue bonds within the Development Bank of Kazakhstan JSC program for issuing medium-term securities in the amount of up to 3,000,000,000 (three billion) US dollars inclusive. The main terms of the issue are a trade secret until the official announcement.
2. The Management Board of the Development Bank of Kazakhstan JSC shall take the necessary measures arising from this decision.
1. To place ordinary shares of “Development Bank of Kazakhstan” JSC in the amount of 250 (two hundred and fifty) units within the number of authorized shares at 40,000,000 (forty million) KZT per one ordinary share for total amount of 10,000,000,000 (ten billion) KZT by placing under the right of first option on purchase by the Sole Shareholder of “Development Bank of Kazakhstan” JSC in accordance with procedures established by laws of the Republic of Kazakhstan.
2. To submit proposal for realizing the right of first option on shares purchase in the amount of 250 (two hundred and fifty) units at 40,000,000 (forty million) KZT per one ordinary share for total amount of 10,000,000,000 (ten billion) KZT to the Soles Shareholder of “Development Bank of Kazakhstan” JSC in accordance with procedures established by laws of the Republic of Kazakhstan.
3. The Management Board of “Development Bank of Kazakhstan” JSC shall take necessary measures arising hereof.
On increasing the obligations of Development Bank of Kazakhstan JSC by an amount equal to ten or more percent of the amount of its ownership capital, the issue of the sixth bond program in the amount of one hundred (100) billion tenge, the first issue of bonds in the amount of twenty (20) billion tenge within the sixth bond program, and the definition of the terms of the first issue
1. To increase the liabilities of “Development Bank of Kazakhstan” JSC (hereinafter – the Bank) by ten or more percent of the Bank’s equity by issuing the sixth bond program with a total volume of 100,000,000,000 (one hundred billion) KZT, as well as the first issue of bonds for 20,000,000,000 (twenty billion) KZT within the Sixth bond program.
2. To approve the issue of sixth bond program with a total volume of 100,000,000,000 (one hundred billion) KZT, and also to approve the first issue of bonds for 20,000,000,000 (twenty billion) KZT within the sixth bond program, and determine the first issue terms in accordance with the Annex #5 hereto.
3. The Management Board of “Development Bank of Kazakhstan” JSC shall take necessary measures arising from this decision.
On the election of members of the Management Board, on salary adjustment of the Chairman and members of the Management Board, on the determination of the term of office of the Management Board of the Development Bank of Kazakhstan JSC
1) To determine the quantitative composition of the Management Board of Development Bank of Kazakhstan JSC - 5 (five) units, including:
2) To determine the term of office of the Management Board of the Development Bank of Kazakhstan JSC - 5 (five) years, from August 26, 2019 to August 25, 2024.
3) From August 26, 2019, to elect the following persons as members of the Management Board of the Development Bank of Kazakhstan JSC, in accordance with Annex No. 1 to this Minutes.
4) To determine the size of official salaries, in accordance with Annex No. 2 to this Minutes.
5) To instruct the Chairman of the Board of Directors and the Chairman of the Management Board of Development Bank of Kazakhstan JSC to take the necessary measures arising from this decision.
The results of voting on this issue: "For" - 6, "Against" - 0, "Abstained" - 0
The meeting was attended by all members of the Board of Directors
1. To bring the powers of Arsen Makhmudzhanovich Jamalbekov, expert of the Audit Committee of the Board of Directors of “Development Bank of Kazakhstan” Joint-Stock Company.
2. To elect Rustam Timurovich Karagoishin, Marat Talgatovich Omarov to the committees of the Board of Directors of “Development Bank of Kazakhstan” Joint-Stock Company (hereinafter – compositions of the committees) with the term of office equal to the term of office of the Board of Directors of “Development Bank of Kazakhstan” Joint-Stock Company as a whole and read the compositions of committees as follows:
On increasing the liabilities of Development Bank of Kazakhstan JSC by an amount of ten or more percent of its own capital, issuing a fifth bond program in the amount of 100 (one hundred) billion tenge, the first issue of bonds in the amount of 30 ( thirty) billion tenge within the fifth bond program, and determining the terms of their issue
1. To increase the liabilities of Development Bank of Kazakhstan JSC (hereinafter referred to as the Bank) by an amount of ten and more percent of the size of the Bank's equity through the issuance of fifth bonds program with a total volume of 100 000 000 000 (one hundred billion) tenge, and be it further the first issue of bonds in the amount of 30 000 000 000 (thirty billions) tenge and the second issue of bonds in the amount of 70 000 000 000 (seventy billion) tenge within the limits of the fifth bonds program.
2. To approve the issue of the fifth bond program with a total volume of 100 000 000 000 (one hundred billion) tenge, as well as:
1) to approve the first issue of bonds in the amount of 30 000 000 000 (thirty billion) tenge within the fifth bond program, and determine the terms of their issue according to Annex No.11 to this Minutes;
2) to approve the second issue of bonds in the amount of 70 000 000 000 (seventy billion) tenge within the fifth bond program, and determine the terms of their issue in accordance with Annex No.12 to this Minutes;
3. The Board of Development Bank of Kazakhstan JSC to take the necessary measures arising from this decision.
Decision of the Board of Directors dated April 26, 2019
On increasing the liabilities of Development Bank of Kazakhstan JSC by an amount of ten or more percent of its own capital, issuing a fifth bond program in the amount of 100 (one hundred) billion tenge, the first issue of bonds in the amount of 30 ( thirty) billion tenge within the fifth bond program, and determining the terms of their issue
On the placement (sale), including the number of shares to be placed (sold) within the number of authorized shares, the method and price of their placement (sale)
1. In accordance with legislation of the Republic of Kazakhstan to place common stock of Development Bank of Kazakhstan JSC in the amount of 300 (three hundred) pieces within the limits of authorized shares at a price of 40 000 000 (forty million) tenge per one piece of common stock for a total amount of 12 000 000 000 (twelve billion) tenge through the implementation of the pre-emptive right to purchase shares by the Sole Shareholder of Development Bank of Kazakhstan JSC.
2. In accordance with the legislation of the Republic of Kazakhstan, to send a proposal to the Sole shareholder of Development Bank of Kazakhstan JSC on the implementation of the right of pre-emptive purchase of shares in the amount of 300 (three hundred) pieces at a price of 40 000 (forty million) tenge per one piece of common stock for a total amount of 12 000 000 (twelve billion) tenge.
3. Paragraphs 1 and 2 of this decision shall enter into force from the date of entry into force of the Law of the Republic of Kazakhstan On amendments and additions to the Law of the Republic of Kazakhstan On the Republican budget for 2019-2021.
4. The Board of Development Bank of Kazakhstan JSC to take the necessary measures arising from this decision.
On the election of a member of the Board of the Development Bank of Kazakhstan JSC
1. To elect Kenzhebayeva Sandugash Aibassovna as Deputy Chairman of the Board of Development Bank of Kazakhstan JSC since April 10, 2019, for the term of office of the Board of Development Bank of Kazakhstan JSC.
2. To establish the official salary for S.A. Kenzhebayeva in accordance with Annex No. 1 to this minutes.
3. Chairman of the Board of Development Bank of Kazakhstan JSC B.B. Zhamishev is to take the necessary measures arising from this decision in accordance with the labor legislation of the Republic of Kazakhstan.
On approval of the report on compliance/non-compliance with the principles and provisions of the Corporate Governance Code of the Development Bank of Kazakhstan JSC for 2018
To approve the report on compliance/non-compliance with the principles and provisions of the Corporate Governance Code of the Development Bank of Kazakhstan JSC for 2018, in accordance with Annex No. 2 to this Minutes
The results of voting on this issue: "For" - 6, "Against" - 0, "Abstained" - 0
The meeting was attended by all members of the Board of Directors
1. In accordance with the procedure established by the legislation of the Republic of Kazakhstan, place ordinary shares of Development Bank of Kazakhstan JSC in the amount of 375 (three hundred seventy-five) shares within the authorized shares at a price of 40,000,000 (forty million) tenge per ordinary share for a total of 15,000,000,000 fifteen billion) tenge through the implementation of the Sole Shareholder of the Development Bank of Kazakhstan JSC of the right of preferential purchase of shares.
2. In accordance with the procedure established by the legislation of the Republic of Kazakhstan, send to the Sole Shareholder of “Development Bank of Kazakhstan” JSC a proposal to exercise the right of preferential purchase of shares in the amount of 375 (three hundred seventy-five) pieces at a price of 40,000,000 (forty million) tenge per ordinary share for a total of 15,000 000 000 (fifteen billion) tenge.
3. The Board of «Development Bank of Kazakhstan» JSC to take the necessary measures arising from this decision.
On the placement (sale), including the number of shares to be placed (sold) within the limits of the number of declared shares, the method and price of their placement (sale)
On conclusion of a transaction with DBK-Leasing JSC, of which Development Bank of Kazakhstan JSC has an interest, transactions with a person associated with Development Bank of Kazakhstan JSC by special relations and approval of the main terms of financing of a subsidiary
Conclude a transaction with DBK-Leasing JSC, in which Development Bank of Kazakhstan JSC has an interest, a deal with a person associated with Development Bank of Kazakhstan JSC special relations and approve the following basic conditions for financing a subsidiary:
On conclusion of a transaction with DBK-Leasing JSC, of which Development Bank of Kazakhstan JSC has an interest, transactions with a person associated with Development Bank of Kazakhstan JSC by special relations and approval of the main terms of financing of a subsidiary
Conclude a transaction with DBK-Leasing JSC, in which Development Bank of Kazakhstan JSC has an interest, a deal with a person associated with Development Bank of Kazakhstan JSC special relations and approve the following basic conditions for financing a subsidiary:
Concerning the conclusion of transactions in which Development Bank of Kazakhstan JSC is interested, in the framework of the export operation of Aluminum Kazakhstan JSC “Financing costs for the purchase of raw materials and materials, their subsequent processing for the manufacture of alumina with subsequent sale under sales contracts”
To conclude transactions in which Development Bank of Kazakhstan JSC is interested in the implementation of the export operation of Aluminum Kazakhstan JSC “Financing the costs of purchasing raw materials and materials, their subsequent processing to produce alumina with subsequent sale under sales contracts”:
On appointment of the Ombudsman of Development Bank of Kazakhstan JSC
Appoint Anvar Gallimullayevich Saidenov, Member of the Board of Directors, Independent Director of Development Bank of Kazakhstan JSC, Ombudsman of Development Bank of Kazakhstan JSC with a period of 2 years.
On the conclusion of transactions in which there is interest, transactions with a person related to the Development Bank of Kazakhstan JSC by special relations (Tsesnabank JSC)
On conclusion of Development Bank of Kazakhstan JSC with Tsesnabank JSC an interested-party transaction and transactions with a person with special relationship with Development Bank of Kazakhstan JSC
To enter into an interested-party transaction and Development Bank of Kazakhstan JSC a transaction with a person related to the special relations of Development Bank of Kazakhstan JSC by purchasing bonds of Tsesnabank JSC.
Annulment of bonds of the first issue for amount of KZT 30 000 000 000 (thirty billion) within the second bond program of Development Bank of Kazakhstan JSC.
On approval of the main terms of financing the investment project "Modernization of the Euro-Asiatic Energy Corporation" joint-stock company of the "Euro-Asiatic Energy Corporation" joint-stock company and on conclusion of transactions in which Development Bank of Kazakhstan JSC has an interest
On redemption of bonds of the first issue within the second bonded program of Development Bank of Kazakhstan JSC for the amount of KZT 30 (thirty) billion and the price of their buying-out
On conclusion of the transaction with DBK-Leasing JSC, in which the Development Bank of Kazakhstan JSC (hereinafter referred to as the Bank) has an interest and a transaction with a person connected with the Bank with special relations in transferring property to real estate.
To enter into a transaction in which Development Bank of Kazakhstan JSC has an interest and a deal with a person associated with Development Bank of Kazakhstan JSC with special relations on the transfer of DBK-Leasing JSC to property placement (lease) of immovable property on the following basic conditions:
Conclusion of the contract of property rental (lease) is carried out in accordance with the terms of the procurement procedures.
Development Bank of Kazakhstan joint-stock company (hereinafter - the Bank) informs that on June 25, 2018, dividends were paid in the amount of KZT 1 428 367 440.83 (one billion four hundred twenty eight million three hundred sixty seven thousand four hundred forty) 83 tiyn to the Bank's sole shareholder - National Holding Company "Baiterek" joint-stock company for 2017 in accordance with the decision of the Bank's Sole Shareholder dated April 4, 2018 (Minutes No. 12/18).
On approval of the Report on compliance with the principles of the Corporate Governance Code of Development Bank of Kazakhstan JSC as of December 31, 2017
Approve the Report on compliance with the Code of the Corporate Governance Code of Development Bank of Kazakhstan JSC dated December 31, 2017, in accordance with Annex No. 3 to this Minutes
On approval of the amendment to the Provision on the Corporate Secretary and the Corporate Secretariat of Development Bank of Kazakhstan JSC approved by the decision of the Board of Directors of Development Bank of Kazakhstan JSC dated March 30, 2018 (Minutes No. 202-2018-03)
Approve the following amendments to the Provisions on the Corporate Secretary and the Corporate Secretariat of Development Bank of Kazakhstan JSC approved by the decision of the Board of Directors of Development Bank of Kazakhstan JSC No. 202-2018-03 dated March 30, 2018 (hereinafter - the Provision):
On the introduction of a change in the organizational structure of Development Bank of Kazakhstan JSC
On the conclusion of transactions in which there is interest, transactions with a person associated with "Development Bank of Kazakhstan" JSC special relations ("Tesnabank" JSC)
On itroduction of amendments and additions to the information policy of Development Bank of Kazakhstan JSC, approved by the decision of the Board of Directors of Development Bank of Kazakhstan JSC dated May 28, 2010 (Minutes No. 113)
To make changes and additions to the information policy of Development Bank of Kazakhstan JSC approved by the decision of the Board of Directors of Development Bank of Kazakhstan JSC dated May 28, 2010 (minutes No. 113) according to annex № 11 to this minutes.
On approving the monitoring of the implementation of the development strategy of Development Bank of Kazakhstan JSC for 2014-2023 and the action plan for the implementation of the development strategy of Development Bank of Kazakhstan JSC until 2023 for the period from 2017 to 2019 for 2017
On conclusion of a transaction in which Development Bank of Kazakhstan JSC has an interest in transactions with DBK-Leasing JSC, transactions with a person connected with Development Bank of Kazakhstan JSC by special relations and approval of the main terms of financing of a subsidiary
Conclude a transaction with DBK-Leasing JSC, in which the Development Bank of Kazakhstan JSC has an interest, a deal with a person associated with Development Bank of Kazakhstan JSC special relations and approve the following basic conditions for financing a subsidiary: Borrower (name of legal entity) - DBK-Leasing JSC; The amount of the loan is KZT12 500 000 000 of which 10 000 000 000 (ten billion) are budgetary funds, 2 500 000 000 (two billion five hundred million) - own funds of Development Bank of Kazakhstan JSC; Currency - tenge; Loan term - till April 6, 2027; Interest rate - of budget funds - 0.2% (zero point two) per annum on the assets of the Development Bank of Kazakhstan JSC - 10.61% (ten point sixty one hundredth percent) per annum.
On the seventh bond issue for the amount of KZT 43 492 000 000 (forty-three billion four hundred ninety-two million) within the fourth bond program and the terms of its issue and the increase in liabilities of the Development Bank of Kazakhstan JSC by an amount equal to ten or more percent of its amount own capital
On increasing the liabilities of the Development Bank of Kazakhstan JSC by an amount equal to ten percent or more of the equity capital by changing the volume of the Program of the Development Bank of Kazakhstan Development JSC for the issuance of medium-term securities up to USD 3,000,000,000 (three billion) inclusive (the Program) and conclusion of a major transaction
On election of the Chairman of the Board of Directors of the Development Bank of Kazakhstan JSC
Elect Arifkhanov Aidar Abdrazakhovich as Chairman of the Board of Directors of the Development Bank of Kazakhstan JSC
On conclusion of related-party transactions, transactions with persons related to Development Bank of Kazakhstan JSC (Tsesnabank JSC and Bank CenterCredit JSC)
To conclude additional agreements with Tsesnabank JSC to the bank loan agreements dated April 28, 2015 No.70-DBZ-A/27 and dated January 12, 2018 No.9-DBZ-A/27 on introducing amendments to the list of domestic cars, as party-related transactions and transactions with persons related to Development Bank of Kazakhstan JSC with special relationships.
On conclusion of related-party transactions, transactions with persons related to Development Bank of Kazakhstan JSC (Tsesnabank JSC and Bank CenterCredit JSC)
To conclude additional agreements with Tsesnabank JSC to the agreement on opening a credit line dated November 27, 2014 No.35-CM-Z/27, bank loan agreements dated January 30, 2014 No.DBZ 5-Z/05-04, dated December 10, 2014 No.DBZ 146-Z/27, dated March 16, 2015 No.DBZI 38-Z/27 and with Bank CenterCredit JSC to bank loan agreements dated December 10, 2014 No.157-DBZ-А/27, dated January 30, 2014 No.DBZ 6-Z/05-04, dated March 16, 2015 No.DBZI 35-A/27, which supplement and amend the liabilities of Tsesnabank JSC and Bank CentrCredit JSC, as related-party transactions and transactions with persons related to Development Bank of Kazakhstan JSC with special relationships.
On election of the Chairman of the Board of Directors of Development Bank of Kazakhstan JSC
To elect Arifkhanov Aydar Abdrazakhovich as the Chairman of the Board of Directors of Development Bank of Kazakhstan JSC
On amendments being made to Paragraph 3 of the Resolution of the Board of Directors of Development Bank of Kazakhstan JSC dated June 16, 2017 (Minutes No. 194-2017-05) on the seventh issue of the agenda "On Submission of the Issue for Consideration of the Sole Shareholder of Development Bank of Kazakhstan JSC a subsidiary of Development Bank of Kazakhstan JSC in the form of B.V. (private limited company) in the Netherlands with a view to further establishing a private equity fund in the form of C.V. (limited partnership) in the Netherlands together with Kazyna Capital Management JSC"
To amend paragraph 3 of the Resolution of the Board of Directors of Development Bank of Kazakhstan JSC dated June 16, 2017 (Minutes No. 194-2017-05) (hereinafter - the Resolution of the Board of Directors) on the seventh issue of the agenda "On Submission of the Issue for Consideration of the Sole Shareholder of Development Bank of Kazakhstan JSC a subsidiary of Development Bank of Kazakhstan JSC in the form of B.V. (private limited company) in the Netherlands with a view to further establishing a private equity fund in the form of C.V. (limited partnership) in the Netherlands together with Kazyna Capital Management JSC":
"The eighth row of the table in paragraph 3 of the Resolution of the Board of Directors shall be amended as follows:
Sectoral mandate (purpose of financing) - Projects of Development Bank of Kazakhstan JSC and DBK-Leasing JSC – a subsidiary of Development Bank of Kazakhstan Joint-Stock Company”
On approval of the financing program of Development Bank of Kazakhstan JSC of domestic car manufacturers at the expense of the republican budget through conditional financing of second-tier banks for lending to individuals - buyers of cars produced in Kazakhstan
Eurobonds of the Bank (ISIN - XS1734574137) were listed on the London Stock Exchange.
NOTICE OF ADMISSION TO TRADING ON THE LONDON STOCK EXCHANGE.pdfThe securities were included in the official list of the Financial Conduct Authority.
Issue of bonds within the bond program: the 7th bond issue within the EMTN program of Development Bank of Kazakhstan JSC for the issue of medium-term securities in the amount of USD 2 000 000 000.
Full name of the securities to be issued (coupon bonds, ordinary shares, etc.): Coupon bonds of the seventh issue within the Program for the issue of medium-term securities in the amount of USD 2 000 000 000.
Final Drawdown Prospectus.pdf FCA - Daily Admissions List.pdfOn the sixth bond issue for the amount of 30 (thirty) billion KZT within the fourth bond program and determination of the terms of its issue
On conclusion of an interested party transaction with "DBK-Leasing" JSC, transactions with a person associated with "Development Bank of Kazakhstan" JSC by special relations, and approval of the main financing terms of "DBK-Leasing" JSC.
On exercising by Development Bank of Kazakhstan JSC the pre-emption right for ordinary shares of DBK-Leasing JSC
On the placement (sale), including the number of placed (sold) shares within the number of the authorized shares, the method and price of their placement (sale)
On conclusion of an interested party transaction, related party transaction with Development Bank of Kazakhstan JSC (Tsesnabank JSC)
To conclude with Tsesnabank JSC (hereinafter - the Borrower) a supplement agreement to the bank loan agreement No.146-DBZ-A/27 dated December 10, 2014, which prolongs the terms of the secondary placement of the loan funds released fr om the previously issued loans, as an interested party transaction and a related party transaction.
On conclusion of an interested party transaction, related party transaction with Development Bank of Kazakhstan JSC (Bank CenterCredit JSC)
To conclude with Bank CenterCredit JSC (hereinafter - the Borrower) a supplement agreement to the bank loan agreement No.70-DBZ-A/27 dated April 28, 2015, which supplements and amends the liabilities of the Borrower, as an interested party transaction and a related party transaction.
On increasing the obligations of Development Bank of Kazakhstan JSC by the amount of ten and more percent of the amount of equity capital, the issue of notes (eurobonds) in tenge for up to KZT 100,000,000,000 as part of the Development Bank of Kazakhstan Program for the issue of medium-term securities worth USD 2,000,000,000 and determining the conditions for their issue
On amending the decision of the Board of Directors of Development Bank of Kazakhstan JSC on the first issue of the agenda of the meeting "On the approval of the Development Strategy of Development Bank of Kazakhstan JSC for 2014-2023" dated July 14, 2014 (Minutes No. 156), and on approval of the Action Plan for implementation of the Development Strategy of Development Bank of Kazakhstan JSC until 2023 for the period from 2017 to 2019
On approval of the main conditions of financing of the subsidiary, conclusion of the transaction with the DBK-Leasing JSC in which the Development Bank of Kazakhstan JSC has an interest and transaction with a person connected with the Development Bank of Kazakhstan JSC by special relationships
On the third, fourth and fifth bond issues for the total amount of KZT 26,508,000,000 within the framework of the fourth bond program and determination of the conditions for their issue
To approve the bond issue of the Development Bank of Kazakhstan JSC for the total amount of KZT 26,508,000,000 (twenty-six billion five hundred and eight million) within the framework of the fourth bond program and determine the conditions for their issue, as follows:
On amendments in the decision of the Board of Directors of the Development Bank of Kazakhstan JSC of June 16, 2017 (the minutes No. 194-2017-05) on the seventh issue of the agenda "On a preliminary approval and submission for the consideration of the Sole Shareholder of the Development Bank of Kazakhstan JSC of the issue of creation of a subsidiary of the Development Bank of Kazakhstan JSC in the form of B.V. (private limited company) in the Netherlands with a view to further participation in the Direct Investment Fund in the form of C.V. (limited partnership) in the Netherlands together with the Kazyna Capital Management JSC
To change the decision of the Board of Directors of Development Bank of Kazakhstan JSC of June 16, 2017 (the minutes No. 194-2017-05) on the seventh issue of the agenda "On a preliminary approval and submission for consideration of the Sole Shareholder of the Development Bank of Kazakhstan JSC of the issue of creation of a subsidiary of the Development Bank of Kazakhstan JSC in the form of B.V. (private limited company) in the Netherlands with a view to further participation in the Direct Investment Fund in the form of C.V. (limited partnership) in the Netherlands together with the Kazyna Capital Management JSC and it shall be amended as follows: "
Investment period, taking into account possible prolongations - 5 years from the beginning of the DIF (with the possibility of an extension for 1 year);
Duration of the DIF, taking into account possible extensions, is 10 years from the beginning of the DIF activity (with the possibility of extending for no more than 2 years);
Sectoral mandate (purpose of financing) - Projects of the Development Bank of Kazakhstan JSC.
On approval of the conclusion of Development Bank of Kazakhstan JSC transaction with Tsesnabank JSC, in which there is an interest and a transaction with a person associated with Development Bank of Kazakhstan JSC by special relations
Approve the conclusion of Development Bank of Kazakhstan JSC transaction in which there is an interest and a transaction with a person associated with Development Bank of Kazakhstan JSC by special relations on the following conditions:
On concluding a deal in which "Development Bank of Kazakhstan" JSC is interested, and a deal with a party which has special relations with "Development Bank of Kazakhstan" JSC, and on approval of main terms of funding of a subsidiary organization.
On increase in liabilities of the “Development Bank of Kazakhstan” JSC by the amount of ten or more percent of its equity capital by attracting related borrowing in the amount of 832 million US dollars, including the loan of the State Development Bank of China in the amount of up to 607 million US dollars and a syndicated loan of up to 225 million US dollars, insured by Sinosure, with the aim of financing of the investment project of PetroKazakhstan Oil Products LLP "Modernization and Reconstruction of the Shymkent Refinery"
On increase in liabilities of the “Development Bank of Kazakhstan” JSC by an amount of ten and more percent of its equity capital within its credit line from the European Investment Bank in the amount of 120 mln. euro
To increase the Bank's liabilities by the amount of ten and more percent of the amount of its equity capital by obtaining a credit line from the European Investment Bank in the amount of 120,000,000 (one hundred and twenty million euros) (or its equivalent in US dollars), with the loan term of up to 15 years.
On increase in liabilities of the “Development Bank of Kazakhstan” JSC by an amount of ten and more percent of its equity capital, the release of the fourth bond program in the amount of 150 (one hundred and fifty) billion tenge (KZT), the first and second bond issues in the amount of 30 (thirty) billion tenge (KZT) and twenty (20) billion tenge (KZT) within the fourth bond program, and the stipulation of their conditions of release
On conclusion of transactions with “DBK-Leasing” JSC in which the “Development Bank of Kazakhstan” JSC is an interested party, transactions with the person that has special relationships with “Development Bank of Kazakhstan” JSC, and on the approval of the general terms and conditions of financing of the subsidiary
Оn election of D.B. Aubakirov, member of the Board, as the Deputy Chairman of the Board of JSC “Development Bank of Kazakhstan”
Resolved:
Elect Duman Bauyrzhanuly Aubakirov, member of the Board of the JSC “Development Bank of Kazakhstan” (further as the “Bank”), as the Deputy Chairman of the Board. The said person shall enter the office on the day the Board of the Directors of the Bank make resolution and for the term established by the Board of the Bank.
Оn increase of number of authorized shares of JSC “BRK-Leasing”
Resolved:
Increase number of authorized shares of joint stock company “BRL-Leasing”, the subsidiary organization of the joint stock company “Development Bank of Kazakhstan” for 600000 (six thousand) of ordinary shares.
Оn increase of liabilities of the JSC “Development Bank of Kazakhstan” for ten or more percent of its own proprietary capital of the Bank via signing a deal with JSC “NMH “Baiterek” for total amount of 80 billion KZT.
Resolved:
Increase liabilities of the JSC “Development Bank of Kazakhstan” for ten or more percent of its own proprietary capital of the Bank via signing a deal with JSC “NMH “Baiterek” for total amount of 80 000 000 000 (eighty billion) KZT for the term of 20 (twenty) years.
On termination of powers of members of the Board of Directors of JSC “BRK-Leasing”, A.S. Sarkulova, A.O. Shakenova and election of D.B. Aubakirov, N.E. Alimukhambetov by the members of the Board of Directors of JSC “BRK-Leasing”
Resolved:
Letter of JSC “Development Bank of Kazakhstan” about approval of cancelling the Program of the JSC “Development Bank of Kazakhstan” on issuance of midterm Islamic securities, the corporate event as of 23/02/2017
Letter of JSC “Development Bank of Kazakhstan” about approval of cancelling the Program of the JSC “Development Bank of Kazakhstan” (the corporate event as of 23/02/2017) on issuance of midterm Islamic securities, 2013On changes in composition of the Development Bank of Kazakhstan JSC Management Board.
Development bank of Kazakhstan Joint Stock Company (hereinafter – the Bank) hereby informs that according to the Board of Directors Decision of February 23, 2017 (protocol No. 191-2017-02), the powers of Abai Serikovich Sarkulov, member of the Bank Management Board, Deputy Chairman of the Management Board are early terminated from February 24, 2017. With the same decision, Duman Bauyrzhanuly Aubakirov was appointed a member of the Bank Management Board from February 24, 2017 till the validity of the Bank Management Board powers.
Taking the changes into account, the Bank Management Board consists of: Bolat Bidakhmetovich Zhamishev, Chairman of the Board; Vadim Viktorovich Kim, Deputy Chairman of the Board; Dmitry Yuryevuch Babishev, Deputy Chairman of the Board; Askar Saparovich Amirtayev, Managing Director, Member of the Board; Duman Bauyrzhanuly Aubakirov – Managing Director, Member of the Board.
To introduce amendments to compositions of the Committees of the Board of Directors of “Development Bank of Kazakhstan” JSC with term of powers is equal to the term of powers of the Board of Directors of “Development Bank of Kazakhstan” JSC in whole and read as follows:
On introduction of change to decision by the Board of Directors of "Development Bank of Kazakhstan" JSC dated June 30, 2016 (Minutes No. 183-2016-07) on the eighteenth item of Agenda "On approval of the terms of the use of attracted funds between the second-tier banks" within the framework of financing of current capital of the large, medium and small enterprises"
To introduce the following change to Item 1 of the Decision by the Board of Directors of "Development Bank of Kazakhstan" JSC dated June 30, 2016 (Minutes No. 183-2016-07) on the eighteenth item of Agenda "On approval of the terms of the use of attracted funds by the second-tier banks:
- in Subitem 4) of Item 1 the words and figures "up to January 1, 2017" shall be replaced by the words and figures "up to April 1, 2017"
On conclusion of transaction with "DBK-Leasing" JSC in which "Development Bank of Kazakhstan" JSC has an interest, transaction with a person connected with the "Development Bank of Kazakhstan" JSC by special relations and on approval of basic terms of financing of the subsidiary of the Bank by issuing a bank guarantee
To conclude the transaction with "DBK-Leasing" JSC, in which "Development Bank of Kazakhstan" JSC is interested, transaction with a person connected with the "Development Bank of Kazakhstan" JSC by special relations by issuing the bank guarantee to "Development Bank of Kazakhstan" JSC on the obligations of "DBK-Leasing" JSC to "ROSEXIMBANK" JSC
On introduction of changes to decision by the Board of Directors of "Development Bank of Kazakhstan" JSC within the framework of support of the domestic automakers dated September 18, 2015 (Minutes No. 173-2015-10) on the ninth issue of Agenda "On approval of the terms of granting of the credit instrument to the second-tier banks" and annulment of Item 1 of the Decision by the Board of Directors of "Development Bank of Kazakhstan" JSC dated April 17, 2015 (Minutes No. 168-2015-05) on the second issue of Agenda "On approval of the terms of provision of credit instrument to the second-tier banks and "DBK-Leasing" JSC, the subsidiary of "Development Bank of Kazakhstan" Joint Stock Company and conclusion of the transaction, in which there is interest and transaction with a person connected with the Bank by special relations"
On introduction of changes to the previous decision by the Board of Directors of the Bank dated April 15, 2016 year (Minutes No. 181-2016-05)
To introduce changes to the previous decision by the Board of Directors of the Bank dated April 15, 2016 (Minutes No. 181-2016-05) with regard to the amount, price and repurchasing tranche of Bank's Eurobonds
On Changes on Composition of the Board of “Development Bank of Kazakhstan” JSC
“Development Bank of Kazakhstan” Joint Stock Company (hereinafter referred to as the Bank) located at: 10 Orynbor Street, Kazyna Tower Building, Astana, informs that the Board of Directors of the Bank unanimously decided on March 18, 2016 (Minutes No. 180-2016-04) at the meeting held at: 8 Kunayev Street, Emerald Quarter Building, Block B, Astana, at 4.00 p.m. regarding Issue No.9 of the Agenda “On Election of Board Member of “Development Bank of Kazakhstan” JSC as follows: To elect Dmitry Yuryevich Babichev as Deputy Chairman of the Board – Member of the Board of the Bank staring from March 29, 2016 for a term of powers of the Board of the Bank in whole.
At the same meeting of the Board of Directors of the Bank held on March 18, 2016 (Minutes No. 180-2016-04) at: 8 Kunayev Street, Emerald Quarter Building, Block B, Astana at 4.00 p.m. regarding Issue No.10 of the Agenda “On Early Termination of the Powers of the Member of the Board of “Development Bank of Kazakhstan” JSC” it was unanimously decided: To Terminate the powers of the First Deputy Chairman of the Board – Member of the Board of the Bank Askar Abayevich Dostiyarov anticipatorily starting from March 18, 2016.
On conclusion of transactions in which "Development Bank of Kazakhstan" JSC is interested and transactions with a person connected with the "Development Bank of Kazakhstan" JSC by special relations
The Board of Directors of "Development Bank of Kazakhstan" JSC on November 14, 2016 :
Name of the legal entity | "DBK-Leasing" JSC |
Amount | 12,861,805,000 (twelve billion eight hundred sixty-one million eight hundred and five thousand) |
Currency | KZT |
Period | up to October 27, 2036 |
Rate of remuneration | 0.1% p.a. |
Name of the legal entity | "DBK-Leasing" JSC |
Amount | 10,000,000,000 (ten billion) |
Currency | KZT |
Period | up to October 27, 2026 |
Rate of remuneration | 0.2% p.a. |
Name of the legal entity | "DBK-Leasing" JSC |
Amount | 2,500,000,000 (two billion five hundred million) |
Currency | KZT |
Period | up to October 27, 2026 |
Rate of remuneration | 9.52% p.a. |
Name of the legal entity | "DBK-Leasing" JSC |
Amount | 6,610,000,000 (six billion six hundred and ten million) |
Currency | KZT |
Period | 4 years |
Rate of remuneration | 8.33% p.a. |
Venue of the meeting of the Board of Directors: Astana, 8 Orynbor Street, House 10, Building of "Kazyna Tower"
On the change in the composition of the Internal Audit Service of "Development Bank of Kazakhstan" JSC
"Development Bank of Kazakhstan" JSC (hereinafter referred to as the "Bank"), informs that the Board of Directors took the decision dated September 23, 2016 (Minutes No. 186-2016-10) on appointment of Bakyt Kokanovna Zhussupbekova as the Head of the Internal Audit Service of the Bank from September 26, 2016, Nurlan Assylbekovich Tashenov as the Chief Internal Auditor from October 17, 2016 and Gayni Bauyrzhanovna Satybaldinova as the Internal Auditor from October 17, 2016 onwards. The composition of Internal Audit Service taking into account the changes introduced: Zhussupbekova Bakyt Kokanovna - the Head of Internal Audit Service; Tursunbekova Mayra Romanovna - the Chief Internal Auditor; Tashenov Nurlan Assylbekovich -the Chief Internal Auditor; Satybaldinova Gayni Bauyrzhanovna - the Internal Auditor.
On the closure of the representative office of "Development Bank of Kazakhstan" JSC in Almaty
On August 19, 2016 (Minutes No. 185-2016-09), the Board of Directors of "Development Bank of Kazakhstan" JSC on August 19, 2016 (Minutes No. 185-2016-09) on Issue 7 of Agenda "On introduction of changes to the organizational structure of "Development Bank of Kazakhstan" JSC, unanimously adopted a decision approving the decision on closure of the representative office of "Development Bank of Kazakhstan" JSC in Almaty starting from October 1, 2016.
On Change in Members of the Internal Audit Service of “Development Bank of Kazakhstan” JSC
“Development Bank of Kazakhstan” Joint Stock Company (hereinafter – “Bank”) informs that by the decision of the Board of Directors of the Bank dated June 30, 2016 (Minutes No.183-2016-07) powers of the internal auditor of the Internal Audit Service of “Development Bank of Kazakhstan” JSC Olzhas Samatovich Yestekov were prematurely terminated.
Composition of the Internal Audit Service as amended – Bakyt Kokanovna Zhusupbekova – Chief Internal Auditor – acting as the Head of the Internal Audit Service; Mayra Romanovna Tursunbekova – Chief Internal Auditor.
On Approval of Terms of Allocation of Raised Funds among the Second-Tier Banks
The Board of Directors of “Development Bank of Kazakhstan” JSC, on June 30, 2016 (Minutes No.183-2016-07), regarding issue No.18 “On approval of terms of allocation of raised funds among the second-tier banks” of the agenda, unanimously made a decision on approval of the basic terms of allocation of funds among the second-tier banks by “Development Bank of Kazakhstan” JSC with a view to finance the floating capital of large, medium, and small business enterprises of the processing industry via the second-tier banks, monitoring of their disbursement and sale.
On Granting of a Loan and Approval of the Basic Terms of Financing of “DBK-Leasing” Joint Stock Company being the Subsidiary of “Development Bank of Kazakhstan” Joint Stock Company, Closing of Deal of Interest, and Deal with Party bound by Special Relationship with “Development Bank of Kazakhstan” JSC.
The Board of Directors of “Development Bank of Kazakhstan” JSC, on June 30, 2016 (Minutes No.183-2016-07), regarding issue 17 “On granting of a loan and approval of the basic terms of financing of “DBK-Leasing” Joint Stock Company the subsidiary of “Development Bank of Kazakhstan” Joint Stock Company, closing of a deal of interest, and a deal with a party bound by special relationship with “Development Bank of Kazakhstan” JSC” of the agenda, unanimously made a decision on approval of granting of a loan to “DBK-Leasing” JSC under the following basic terms of financing:
Loan amount (KZT): seventeen billion five hundred million (17,500,000,000)
Loan term – up to ten (10) years
Rate of return 14.24 per cent
Borrower – “DBK-Leasing” JSC, and on closing of a deal between “Development Bank of Kazakhstan” JSC and “DBK-Leasing” JSC, wherein “Development Bank of Kazakhstan” JSC is interested, and a deal with a party bound by special relationship with “Development Bank of Kazakhstan” JSC.
On Increase of Liabilities of “Development Bank of Kazakhstan” JSC by ten or more per cent of Equity Capital, Issue of the Third Bond Program in the amount of KZT eighty five (85) billion, and Terms of Initial Bonds Issue
The Board of Directors of “Development Bank of Kazakhstan” JSC, on June 30, 2016 (Minutes No.183-2016-07), regarding issue No. 7 “On increase of liabilities of “Development Bank of Kazakhstan” JSC by ten or more per cent of equity capital, issue of the third bond program in the amount of eighty five (85) billion Tenges, and terms of initial bonds issue” of the agenda, unanimously made a decision on increase of the Bank’s liability by ten or more per cent of the Bank’s equity capital by issue of a bond program in the amount of KZT eighty five (85) billion (hereinafter – third bond program), and approval of issue of bonds by the Bank within the third bond program in the amount up to KZT 85 billion and terms of their issue.
On Introduction of Changes to the Terms of Loans Raised from “Baiterek” National Management Holding” JSC (Source of which the funds of the National Fund of the Republic of Kazakhstan are)
1. The Board of Directors of “Development Bank of Kazakhstan” JSC, on June 30, 2016 (Minutes No.183-2016-07), regarding issue No. 6 “On introduction of changes to the terms of loans, raised from “Baiterek” National Management Holding” JSC (source of which the funds of the National Fund of the Republic of Kazakhstan are)” of the agenda, unanimously made a decision on introduction of following changes in the decision by the Board of Directors of “Development Bank of Kazakhstan” JSC dated March 6, 2015 (Minutes No.165-2015-02) regarding the issue of the agenda “On increase of liabilities of “Development Bank of Kazakhstan” JSC by KZT 135,000,000,000 by raising loans from “Baiterek” National Management Holding” (hereinafter – “Decision”): line No. 4 of table No. 2 of the Decision shall be amended as follows:
4. the loan assigned purpose – financing through leasing and/or a loan for domestic car manufacturers, passenger coaches manufacturers, export and pre-export credit granting:
The Decision will come into effect from the date of adoption of changes to Decree of the President of the Republic of Kazakhstan dated April 6, 2015 No.1030 “On approval of the Governmental Program of Infrastructural Development “Nurly Zhol” for 2015-2019, and expansion of Decree of the President of the Republic of Kazakhstan dated March 19, 2010 No.957 “On approval of the Governmental Programs List” as regards exception of definition of nominal rate of return for the end borrowers on loans, including export and pre-export credit granting – no more than six per cent per annum.
On Introduction of Changes to the Terms of the Facility Agreement between “Development Bank of Kazakhstan” JSC and China Development Bank dated March 27, 2015
The Board of Directors of “Development Bank of Kazakhstan” JSC, on June 30, 2016 (Minutes No.183-2016-07), regarding issue No. 5 “On introduction of alterations into the terms of the facility agreement between “Development Bank of Kazakhstan” JSC and China Development Bank dated March 27, 2015” of the agenda, unanimously made a decision on introduction of the following alterations into the decision of the Board of Directors of “Development Bank of Kazakhstan” JSC dated March 20, 2015 (Minutes No.167-2015-04) regarding issue “On approval of increase of liabilities of “Development Bank of Kazakhstan” JSC by USD 650,000,000 by raising a loan from China Development Bank”:
On Change in Members of the Board of “Development Bank of Kazakhstan” JSC
“Development Bank of Kazakhstan” Joint Stock Company (hereinafter – “Bank”) informs that by the decision of the Board of Directors of the Bank dated May 20, 2016 (Minutes No.182-2016-06), Vadim Viktorovich Kim was appointed the Deputy Chairman of the Board of the Bank.
Composition of the Board of the Bank as amended - Bolat Bidakhmetovich Zhamishev – Chairman, Abay Serikovich Sarkulov – Deputy Chairman of the Board, Dmitry Yuryevich Babichev - Deputy Chairman of the Board, Vadim Viktorovich Kim - Deputy Chairman of the Board, Askar Saparovich Amirtayev – Managing Director – member of the Board.
On Election of the Chairman of the Board of Directors of “Development Bank of Kazakhstan” JSC
“Development Bank of Kazakhstan” Joint Stock Company (hereinafter – “Bank”) informs that by the decision of the Board of Directors of the Bank dated May 20, 2016 (Minutes No.182-2016-06) Yerbolat Askarbekovich Dosayev was elected as the Chairman of the Board of the Bank.
Composition of the Board of Directors of the Bank as amended - Yerbolat Askarbekovich Dosayev - Chairman of the Board of Directors of the Bank, Bolat Bidakhmetovich Zhamishev – member of the Board of Directors of the Bank, Yersain Yerbulatovich Khamitov – member of the Board of Directors of the Bank, Zhanat Zhalgasbayuly Alimanov - member of the Board of Directors of the Bank (independent director), Marcia Elizabeth Christian Favale - member of the Board of Directors of the Bank (independent director).
On Approval of Consolidated and Nonconsolidated Financial Statements of “Development Bank of Kazakhstan” JSC for the year ended on December 31, 2015, Procedure of Net Income Distribution for expired financial year and dividends amount per one ordinary share, taking information into account about applications of the Shareholder of “Development Bank of Kazakhstan” in relation to activities of “Development Bank of Kazakhstan” JSC and its officials, as well as on the size and composition of remunerations to the members of the Board of Directors and Board of “Development Bank of Kazakhstan” in 2015
“Development Bank of Kazakhstan” Joint Stock Company (hereinafter referred to as the Bank) informs that on April 28, 2016 (Minutes No. 20/16) the Board of “Baiterek” NMH” JSC being the sole shareholder of the Bank took decision:
On Change in the Composition of Internal Audit Service of “Development Bank of Kazakhstan” JSC
“Development Bank of Kazakhstan” Joint Stock Company (hereinafter referred to as the Bank) located at: 10 Orynbor Street, Kazyna Tower Building, Astana, informs that the Board of Directors of the Bank unanimously decided on April 15, 2016 (Minutes No. 181-2016-05) at the meeting held at: 8 Kunayev Street, Emerald Quarter Building, Block B, Astana, at 3.00 p.m. regarding Issue No. 13 of the Agenda “On Consideration of Personnel Matters of the Internal Audit Service of “Development Bank of Kazakhstan” JSC to appoint Olzhas Samatovich Yestekov to the position of Internal Auditor of the Internal Audit Service of “Development Bank of Kazakhstan” JSC starting from April 25, 2016, with probation period of 3 (three) months.
Composition of the Internal Audit Service as amended: Bakyt Kokanovna Zhussupbekova – Chief Internal Auditor – Acting Head of Internal Audit Service; Mayra Romanovna Tursunbekova – Chief Internal Auditor; Olzhas Samatovich Yestekov – Internal Auditor.
On some Issues of the Board of “Development Bank of Kazakhstan” JSC
“Development Bank of Kazakhstan” Joint Stock Company (hereinafter referred to as the Bank) informs that by the Decision of the Board of Directors of the Bank dated April 15, 2016 (Minutes No.181-2016-05) the quantitative composition of the Board of the Bank was defined in the number of 6 persons; powers of Deputy Chairman of the Board of the Bank Yelena Aleksandrovna Kogay were terminated anticipatory from April 15, 2016. By the same decision of the Chairman of the Board of the Bank Abay Serikovich Sarkulov was appointed for the term of powers of the Board of the Bank starting from April 15, 2016.
Composition of the Board of the Bank as amended: Bolat Bidakhmetovich Zhamishev – Chairman of the Board, Abay Serikovich Sarkulov – Deputy Chairman of the Board, Dmitry Yuryevich Babichev – Deputy Chairman of the Board; Askar Saparovich Amirtayev – Managing Director – Member of the Board.
On increase in obligations of the “Development Bank of Kazakhstan” JSC
Herewith “Development Bank of Kazakhstan” Joint Stock Company (hereinafter referred to as the "Bank”), located at: Astana, 10 Orynbor St., the “Kazyna Tower” building, reports that the Bank's Board of Directors meeting held on February 19, 2016, (Minutes of the Meeting No. 179-2016-03) at the venue: Astana, 8 Kunayev St. the “Emerald Quarter” building, block B, at 15-00, in regard to issue No. 1 of the agenda "On increase in obligations of “Development Bank of Kazakhstan” JSC by the amount equal to ten per cent or more of the shareholders' equity by issuing the second bonds program for the amount of 100 billion tenge and issue of bonds for the total amount of up to 87.5 billion tenge (under the framework of the second bonds program for the amount of 100 billion tenge)” voted unanimously
- on increase in obligations of “Development Bank of Kazakhstan” JSC by the value, equal to ten and more per cent of the shareholders' equity of the “Development Bank of Kazakhstan” JSC by issuing the bonds program for the amount of 100 billion tenge (hereinafter referred to as the “second bonds program”),
and with regard to issue No. 2 of the agenda "On consideration of the second issue of bonds by the "Development Bank of Kazakhstan” JSC amounting to 80 billion tenge (in the framework of the bonds program for the amount of up to 100 billion tenge) unanimously decided on the second issue of bonds by the "Development Bank of Kazakhstan" JSC for the amount of up to 80 billion tenge within the "Development Bank of Kazakhstan” JSC bonds program for the amount of 100 billion tenge.
On early termination of powers of a Member of “Development Bank of Kazakhstan” JSC Board
"Development Bank of Kazakhstan" JSC (hereinafter referred to as the “Bank”) herewith informs that by resolution of the Bank’s Board of Directors dated February 5, 2016, (Minutes of Meeting No. 178-2016-02) powers of Deputy Chairman of the Board – Member of the Management Board of the Bank Mr. Kudyshev Murat Tishbekovich are terminated before due term on February 8, 2016.
Herewith “Development Bank of Kazakhstan” Joint Stock Company (hereinafter referred to as the "Bank”), located at: Astana, 10 Orynbor St., the “Kazyna Tower” building, reports that by the Decision of the Bank's Board of Directors meeting held on January 29, 2016, (Minutes of the Meeting No. 177-2016-01) at the venue: Astana, 8 Kunayev St., the “Emerald quarter” building, Block B, at 17-00, powers are terminated before due term and the employment contract is terminated at the employee’s initiative in respect to the Head of the Internal Audit Department of the Bank Mr. Kantarbaev Askar Shakirovich starting from January 29, 2016.
Development Bank of Kazakhstan Joint-stock company (hereinafter-the Bank), located at the following address: Astana City, Orynbor st. House 10, the building "Kazyna Tower", reports that the decision of the Board of Directors of the Bank dated June 10, 2015 (Minutes № 169-2015-06), held at the address: Astana City, Kunayev st. House 8, building "Emerald Quarter", block B at 17-00, on the issue of № 18 of the agenda "on consideration of personnel issues of Development Bank of Kazakhstan JSC unanimously decided on the early termination of the powers of the deputy chairman of the Board- Sisembayev Rinat Nuriyaminovich, member of the Board of the Development Bank of Kazakhstan JSC on June 12, 2015. By the same decision, Sarkulov Abai Serikhovich unanimously elected managing director – Member of the Board of Development Bank of Kazakhstan JSC from June 15, 2015 for the term of the board of the Bank, approved by the decision of the Board of Directors of the Bank of October 20, 2014 (Minutes № 159).
On approval of the transaction concluded by the Bank with the person connected with the Bank with special relations of the transaction and in the commission of which the Bank has an interest (signing of an additional agreement to the agreement on opening a credit line with DBK-Leasing JSC on early repayment of DBK-Leasing JSC part of the loan).
Joint-stock company Development Bank of Kazakhstan (hereinafter-the Bank), located at the following address: Astana City, Orynbor st. House 10, the building "Kazyna Tower", reports that the decision of the Board of Directors of the Bank of September 18, 2015 (Minutes № 173-2015-10), held at the address: Astana City, Kunayev st. House 8, building "Emerald Quarter", Block B in 17-00, it was decided to change the conditions of a large deal with Investment fund of Kazakhstan JSC.
Joint-stock company "Development Bank of Kazakhstan" (hereinafter-the Bank), located at the following address: Astana City, Orynbor st. House 10, the building "Kazyna Tower", reports that the decision of the Board of Directors of the Bank of September 18, 2015 (Minutes № 173-2015-10), held at the address: Astana City, Kunayev st. House 8, building "Emerald Quarter", Block B at 17-00, on the issue of № 8 agenda "On increase of obligations of Development Bank of Kazakhstan JSC and introduction of changes in terms of loans, attracted from National Managing Holding "Baiterek" JSC (source of which are funds of the National Fund of the Republic of Kazakhstan) "unanimously decided to increase the Bank's liabilities for the amount of 15 billion tenge and accordingly make changes to the distribution and target use of the attracted funds in the previously approved conditions according to the decision of the Board of Directors of Development Bank of Kazakhstan JSC dated March 06, 2015 (Minutes № 165-2015-02).
Development Bank of Kazakhstan Joint-stock company (hereinafter-the Bank), located at the following address: Astana City, Orynbor st. House 10, the building "Kazyna Tower", reports that the decision of the Board of Directors of the Bank of September 18, 2015 (Minutes № 173-2015-10), held at the address: Astana City, Kunayev st. House 8, building "Emerald Quarter", Block B at 17-00 o'clock, the decision on approval of conditions of granting of the credit instrument of DBK-Leasing JSC the subsidiary organization of Joint-stock company Development Bank of Kazakhstan in order to support production of domestic vehicles for leasing financing
Joint-stock company "Development Bank of Kazakhstan" (hereinafter - the bank), located at the following address: Astana City, Orynbor st. House 10, the building "Kazyna Tower", reports that the decision of the Board of Directors of the Bank of September 18, 2015 (Minutes № 173-2015-10), held at the address: Astana City, Kunayev st. House 8, building "Emerald Quarter", Block B at 17-00, on the issue of № 7 of the agenda "on the early termination of the powers of a member of the Board of Development Bank of Kazakhstan JSC unanimously decided on the early termination of the powers of the Deputy Chairman of the Board – Member of the Board of Development Bank of Kazakhstan JSC Dosmukametov Kanat Mukhametkarimovich August 28, 2015.
Development Bank of Kazakhstan Joint-stock company (hereinafter-the Bank), located at the following address: Astana City, Orynbor st. House 10, the building "Kazyna Tower", reports that at the meeting of the Board of Directors of the Bank on August 21, 2015 (Minutes № 172-2015-09), held at the address: Astana City, Kunayev st. House 8, building "Emerald Quarter", Block B at 15-00, type of activity-banking, adopted decisions
Development Bank of Kazakhstan Joint-stock company (hereinafter-the Bank), located at the following address: Astana City, Orynbor st. House 10, the building "Kazyna Tower", reports that the decision of the Board of Directors of the Bank dated July 20, 2015 (Minutes № 171-2015-08), held at the address: Astana City, Kunayev st. House 8, building "Emerald Quarter", block B at 15-00, on the issue of № 15 of the agenda "on consideration of personnel issues of the internal audit service of Development Bank of Kazakhstan JSC unanimously decided on the early termination of the powers of the main Internal auditor of the Internal audit service of Development Bank of Kazakhstan JSC Tangisheva Asel Sagilymovna from July 21, 2015.
Development Bank of Kazakhstan Joint-stock company (hereinafter-the Bank), located at the following address: Astana City, Orynbor st. House 10, the building "Kazyna Tower", reports that the decision of the Board of Directors of the Bank dated April 17, 2015 (Minutes № 168-2015-05), held at the address: Astana City, Kunayev st. House 8, building "Emerald Quarter", Block B in 15-00
Development Bank of Kazakhstan Joint-stock Company (hereinafter-the Bank) informs that the Board of Directors of the Bank dated March 20, 2015 (Minutes № 167-2015-04) has decided to conclude with DBK-Leasing JSC subsidiary organization of Development Bank Kazakhstan Joint-stock company(hereinafter-DBK-Leasing JSC) of the transaction, in the commission of which there is interest and transactions with a person who is associated with Development Bank of Kazakhstan JSC special relations, namely the conclusion of a contract on the provision of a credit instrument DBK-Leasing JSC.
Providing information on the value of the property being the subject of the transaction, the date of the last valuation of the property being the subject of the transaction, the percentage of the value of the property being the subject of the transaction to the total value of assets Joint-stock company, the main essential conditions of the transaction, the date of conclusion of the transaction is limited to art. 50 of the Law of the Republic of Kazakhstan "On banks and banking activity".
By the decision of the Board of Directors of the Bank of March 20, 2015 (Minutes № 167-2015-04), held at the address: Astana City, Kunayev st. House 8, building "Emerald Quarter", Block B at 15-00, on the issue of № 8 of the agenda "On approval of the increase of obligations of Development Bank of Kazakhstan JSC by attracting a loan from the Exim Bank of China for the amount of 500 mln. U.S. dollars unanimously decided to increase the Bank's liabilities by a value of ten and more percent of the Bank's equity by attracting a loan from the Export-Import Bank of China for the amount of 500 million US dollars and on the issue of № 9 of the agenda "On approving the increase of obligations of Development Bank of Kazakhstan JSC for the amount of 650 000 000 USD by attracting a loan from the state Development Bank of China unanimously decided to increase the Bank's obligations to amount of ten or more percent of the Bank's equity capital by signing a loan agreement with the state Development Bank of China to attract credit funds for a total amount of 650 million USD.
By the decision of the Board of Directors of the Bank dated March 19, 2015 (Minutes № 166-2015-03) the Chairman of the Board of Directors elected Bishimbayev Kuandyk Valikhanovich.
The Board of Directors of the Bank on March 6, 2015 (Minutes № 165-2015-02) decided to increase the Bank's liabilities by a value of ten or more percent of its equity capital by attracting a loan from National Managing Holding "Baiterek" JSC for the amount of 135 000 000 000 (one hundred and thirty-five billion) tenge.
The Board of Directors of the Bank dated March 6, 2015 (Minutes № 165-2015-02) decided to conclude with DBK-Leasing JSC subsidiary organization of the Development Bank of Kazakhstan Joint-stock company (hereinafter-DBK-Leasing JSC) transaction, in the commission of which there is interest in the partial early redemption of DBK-Leasing JSC of the principal debt under the Bank loan agreement concluded between the bank and DBK-Leasing JSC. Information on the value of the property being the subject of the transaction, the date of the last valuation of the property being the subject of the transaction, the percentage of the value of the property being the subject of the transaction to the total value of assets Joint-stock company, the basic essential conditions of the transaction, the date of conclusion of the transaction is not applicable.
By the decision of the Board of Directors of Development Bank of Kazakhstan JSC dated January 30, 2015 (Minutes № 164-2015-01) Dosmukametov Kanat Mukhametkarimovich was elected deputy chairman of the Board – Member of the Board of Development Bank of Kazakhstan JSC from February 9, 2015 at term of office of the Board of Development Bank of Kazakhstan JSC, approved by the decision of the Board of Directors of Development Bank of Kazakhstan JSC dated October 20, 2014.
By the decision of National managing Holding JSC "Baiterek" "№ 02/15 dated January 26, 2015, Marcia Elizabeth Christian Favale was elected a member of the Board of Directors, an independent director of Development Bank of Kazakhstan JSC with a term of office until the expiry of the term of office Board of Directors of Development Bank of Kazakhstan JSC as a whole since January 26, 2015. The same decision determined the composition of the board of Directors of Development Bank of Kazakhstan JSC in the amount of 7 (seven) people.
The Development Bank of Kazakhstan Joint Stock Company (hereinafter – Bank) informs that the Bank’s Board of Directors took decision on closing a transaction with the DBK-Leasing JSC, a subsidiary of the Development Bank of Kazakhstan Joint Stock Company on December 19, 2014 (minutes No. 163), which is of interest of both parties, i.e. entering into the additional agreement on extension of the availability period and change in financing amount to the Agreement on opening of credit line concluded between the Development Bank of Kazakhstan JSC and DBK-Leasing JSC, a subsidiary of the Development Bank of Kazakhstan Joint Stock Company. Information regarding the property price, being a subject of transaction, date of the last property assessment, being a subject of transaction, percentage rating of the property price, being a subject of transaction, to the total price of assets of this Joint Stock Company, basic essential terms of transaction, transaction date is not applicable.
The Development Bank of Kazakhstan Joint Stock Company (hereinafter – Bank) informs, pursuant to the Decree of the National Bank of the Republic of Kazakhstan on imposition of an administrative penalty related to the case on an administrative violation as of October 31, 2014, the Bank has been subjected to administrative liability under the article 191 of the Code of administrative violations of the Republic of Kazakhstan and has been imposed an administrative penalty in the amount of 50 (fifty) monthly calculation index equaling to 92,600 (nine hundred an two thousand six hundred) KZT.
"On amendments to the Charter of the Development Bank of Kazakhstan Joint-Stock Company”
In accordance with clause 1 of Article 9, clauses 4, 5 of Article 35, subclauses 1), 18) of clause 1, Article 36 of the Law of the Republic of Kazakhstan "On Joint Stock Companies", subparagraph 2) of paragraph 74, Article 11 of the Charter of Baiterek National Managing Holding Joint-Stock Company (hereinafter - Baiterek NMH JSC), subparagraphs 1), 20) of paragraph 9.1, Article 9 of the Charter of Development Bank of Kazakhstan Joint-Stock Company, paragraph 1 of the List of Documents regulating internal activities of Development Bank of Kazakhstan Joint-Stock Company, subject to approval with resolution of the Sole Shareholder, determined with resolution of the Management Board of Baiterek NMH JSC dated October 25, 2017 (Minutes No. 41/17), the Management Board of Baiterek NMH JSC DECIDED:
1. Amend the Charter of Development Bank of Kazakhstan Joint-Stock Company, approved with resolution of the Management Board of Baiterek NMH JSC dated December 24, 2014 (minutes No. 41/14), according to Annex No. 25 to these Minutes.
2. Authorize M.T. Yelibayev, Chairman of the Management Board of Development Bank of Kazakhstan Joint-Stock Company, to sign amendments to the Charter of Development Bank of Kazakhstan Joint-Stock Company specified in paragraph 1 of this resolution.
3. M.T. Yelibayev, Chairman of Management Board of Development Bank of Kazakhstan Joint-Stock Company, to take necessary measures arising from this resolution.
4. This resolution is a resolution of the Sole Shareholder of Development Bank of Kazakhstan Joint-Stock Company.
In accordance with Article 35.4-5, Article 36.1(18) of the Law of the Republic of Kazakhstan On Joint Stock Companies, Article 11.74(2) of the Charter of National Managing Holding Baiterek Joint Stock Company, Article 9.9.1(19) of the Charter of Development Bank of Kazakhstan Joint Stock Company, the Management Board RESOLVED:
1. To approve the annual report of Development Bank of Kazakhstan Joint Stock Company for 2023 according to Annex No. 18 to these minutes.
2. This resolution is a decision of the Sole Shareholder of Development Bank of Kazakhstan Joint Stock Company.
In accordance with subparagraph 6) paragraph 1 of Article 36 of the Law of the Republic of Kazakhstan “On Joint Stock Companies”, subparagraph 2) of paragraph 74 of Article 11 of the Charter of NMH Baiterek JSC, subclause 12) of clause 9.1 of Article 9 of the Charter of the joint stock company Development Bank of Kazakhstan, the Board DECIDED:
1. To designate the limited liability partnership KPMG Audit as an audit organization that audits the financial statements of the joint stock company Development Bank Kazakhstan" for 2024-2026 years.
2. Paragraph 1 applies to relations arising from March 20, 2024.
3. Chairman of the Board of the Joint-Stock Company "Development Bank of Kazakhstan" Yelibaev M.T. should take measures arising from this decision.
4. This decision is the decision of the Sole Shareholder of the “Development Bank of Kazakhstan” joint stock company.
In accordance with Article 35.4 and 35.5, Article 36.1(18), Article 59.1 of the Law of the Republic of Kazakhstan On Joint-Stock Companies, Article 11.74(2) of the Charter of Baiterek National Managing Holding Joint-Stock Company (hereinafter – Baiterek NMH JSC), Article 9.1(20) of the Charter of Development Bank of Kazakhstan Joint-Stock Company, clause 3 of the List of Documents Regulating Internal Activity of Development Bank of Kazakhstan JSC to be Approved with the Resolution of the Sole Shareholder approved with the resolution of the Management Board of Baiterek National Managing Holding Joint-Stock Company dated October 25, 2017 (minutes No.41/17), the Management Board of Baiterek NMH JSC RESOLVED:
1. To approve amendments to the Credit Policy Memorandum of Development Bank of Kazakhstan Joint-Stock Company approved with the resolution of the Management Board of Baiterek National Managing Holding Joint-Stock Company dated October 27, 2016 (minutes No. 43/16) according to the annex No. 54 hereto.
2. This resolution is the resolution of the Sole Shareholder of Development Bank of Kazakhstan Joint-Stock Company.
In accordance with Article 23, paragraphs 2, 4, 5 of Article 35, subparagraphs 7), 8), 18) of paragraph 1 of Article 36 and paragraph 3 of Article 44 of the Law of the Republic of Kazakhstan “On Joint Stock Companies”, paragraph 3 of Article 21 of the Law of the Republic of Kazakhstan “About the Development Bank of Kazakhstan”, subparagraph 2) of paragraph 74 of Article 11 of the Charter of the joint stock company “National Managing Holding “Baiterek”, subparagraphs 10), 13), 24) of paragraph 9.1 of Article 9 of the Charter of the joint stock company “Development Bank of Kazakhstan”, the Members of Management Board DECIDED:
1. Approve the consolidated and unconsolidated financial statements of the Development Bank of Kazakhstan joint-stock company for the year ended December 31, 2023, in accordance with Appendices No. 37 and No. 38 to this protocol.
2. Approve the following procedure for the distribution of net income of the Development Bank of Kazakhstan joint-stock company (location: Republic of Kazakhstan, Z05T3E2, Astana city, Yesil district, Mangilik Yel Avenue, building 55 A, set. 15; BIN – 010540001007, Bank details: IBAN KZ17907A285300000001 in the joint-stock company "Development Bank of Kazakhstan", Astana, BIC DVKAKZKA), received based on the results of activities for 2023 in the amount of 180,017,979,920.30 tenge (one hundred eighty billion seventeen million nine hundred seventy-nine thousand nine hundred twenty tenge thirty tiyn), according to the annual financial statements in the following order:
1) amount of 90,008,989,960.15 tenge (ninety billion eight million nine hundred eighty nine thousand nine hundred sixty tenge fifteen tiyn), constituting 50 (fifty) percent of the net income of the Development Bank of Kazakhstan joint-stock company, should be directed to pay dividends to the sole shareholder of the Development Bank of Kazakhstan joint-stock company;
2) the remaining portion in the amount of 90,008,989,960.15 tenge (ninety billion eight million nine hundred eighty nine thousand nine hundred sixty tenge fifteen tiyn) shall be left at the disposal of the Development Bank of Kazakhstan joint-stock company.
3. To approve the amount of dividend per one common share of the Development Bank of Kazakhstan joint-stock company of 42,565.69 tenge (forty-two thousand five hundred sixty-five tenge sixty-nine tiyn) for 2023.
4. Determine the start date of payment of dividends for 2023 - from the date following the date of adoption of this decision.
5. The joint stock company "Development Bank of Kazakhstan" shall pay dividends in cash by non-cash transfer to the bank account of the joint stock company "National Management Holding "Baiterek"", specified in the system of registers of shareholders of the joint stock company "Development Bank of Kazakhstan", within a period of no later than ninety calendar days from the date following the date of this decision.
6. Take into account the information about the absence of appeals from the Sole Shareholder of the Development Bank of Kazakhstan joint-stock company regarding the actions of the Development Bank of Kazakhstan joint-stock company and its officials in 2023.
7. Take into account the information on the amount and composition of remuneration for members of the Board of Directors and the Management Board of the Development Bank of Kazakhstan joint-stock company for 2023 in accordance with Appendix No. 39 to this protocol.
8. The Chairman of the Board of the Development Bank of Kazakhstan Joint Stock Company shall take measures arising from this decision.
9. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan joint stock company.
1. To make the following amendment to the decision of the Board of the «National Managing Holding «Baiterek» Joint Stock Company dated March 13, 2024 (Protocol No. 14/24) on the sixth item of the agenda «On some Issues of the Board of Directors of the «Development Bank of Kazakhstan» Joint Stock Company»:
in paragraph 2:
replace the number and the word «5 (five)» with the number and the word «6 (six)».
2. To elect members of the Board of Directors of the Joint-Stock Company «Development Bank of Kazakhstan»:
3. Baybazarov Nurlan Serikovich - Deputy Prime Minister - Minister of National Economy of the Republic of Kazakhstan with a term of office until December 31, 2024 inclusive;
4. Shaikhy Zhandos Alkenovich – Deputy Chairman of the Board of the «National Managing Holding «Baiterek» Joint Stock Company, as a representative of the Sole Shareholder with a term of office until the expiration of the term of office of the Board of Directors of the «Development Bank of Kazakhstan» Joint Stock Company as a whole
3. Recommend to the members of the Board of Directors of the Joint-stock company «Development Bank of Kazakhstan» to elect Baybazarov Nurlan Serikovich as Chairman of the Board of Directors of the Joint-stock company «Development Bank of Kazakhstan».
4. The Management Board of the Joint-Stock Company «Development Bank of Kazakhstan» shall take the necessary measures arising from this decision.
5. This decision is the decision of the Sole Shareholder of the Joint-stock Company «Development Bank of Kazakhstan».
On some issues of the Management Board and the Board of Directors of Development Bank of Kazakhstan JSC.
1. Prematurely terminate powers of the Chairman of the Board of Development Bank of Kazakhstan Joint Stock Company Nurlan Baybazarov from October 05, 2023.
2. Prematurely terminate powers of Nurlan Baibazarov as a member of the Board of Directors of Development Bank of Kazakhstan Joint-Stock Company since October 05, 2023.
3. To elect Nurlan Baybazarov as a member of the Board of Directors of Development Bank of Kazakhstan Joint-Stock Company as a representative of the Sole Shareholder with the term of powers until expiration of the term of powers of the Board of Directors of Development Bank of Kazakhstan Joint-Stock Company as a whole.
4. To appoint Marat Yelibayev as acting Chairman of the Management Board of Development Bank of Kazakhstan Joint-Stock Company from October 05, 2023.
5. This decision is a decision of the Sole Shareholder of Development Bank of Kazakhstan Joint-Stock Company.
6. This decision shall come into effect from the moment of adoption of this decision and shall be valid for relations arisen since October 05, 2023.
On approval of the procedure for distributing the net income of the Development Bank of Kazakhstan Joint-Stock Company for 2022, the payment of dividends on common shares and the approval of the amount of the dividend per one common share of the Development Bank of Kazakhstan Joint-Stock Company
1. To approve the following procedure of distribution of net income of Development Bank of Kazakhstan Joint-Stock Company (location: Republic of Kazakhstan, Z05T3E2, Astana city, Yesil district, Mangilik El avenue, building 55 A, n-r. pr. 15; BIN - 010540001007, requisites: IBAN KZ17907A285300000001 in Development Bank of Kazakhstan JSC, Astana city, BIC DVKAKZKA) received for 2022, in the amount of KZT 34 124 886 798,44 (thirty-four billion one hundred twenty-four million eight hundred eighty-six thousand seven hundred ninety-eight, 44):
1) to allocate the amount of KZT 17,062,443,399.22 (Seventeen billion sixty-two million four hundred forty-three thousand three hundred ninety-nine tenge twenty-two tiyn), which is 50 (fifty) percent of the net income of the Development Bank of Kazakhstan Joint-Stock Company for the dividend payout to the Sole Shareholder of Development Bank of Kazakhstan Joint-Stock Company, to National Managing Holding “Baiterek” Joint-Stock Company;
2) the remaining amount of KZT 17,062,443,399.22 (Seventeen billion sixty-two million four hundred forty-three thousand three hundred ninety-nine tenge twenty-two tiyn), which is 50 (fifty) percent of the net income, to be left at the disposal of the Development Bank of Kazakhstan Joint Stock Company.
2. To approve the amount of the dividend per one common share of the Development Bank of Kazakhstan Joint-Stock Company – KZT 8 068.91 (Eight thousand sixty-eight tenge ninety-one tiyn) for 2022.
3. To determine the date of the beginning of dividend payout for 2022 – from the date following the date of adoption of this decision.
4. The Development Bank of Kazakhstan Joint Stock Company to pay dividends in monetary terms by non-cash transfer to the bank account of the National Management Holding “Baiterek” Joint-Stock Company specified in the system of registers of shareholders of the Development Bank of Kazakhstan Joint-Stock Company no later than ninety calendar days from the date following the date of this decision.
5. The Chairman of the Management Board of the Development Bank of Kazakhstan Joint-Stock company to take measures arising from this decision.
6. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint-Stock Company.
On amendments and additions to the Memorandum on the credit policy of the Development Bank of Kazakhstan Joint-Stock Company
1. To make amendments to the Memorandum on the credit policy of the Development Bank of Kazakhstan Joint-Stock Company, approved by the decision of the board of the Baiterek National Management Holding Joint-Stock Company dated October 27, 2016 (minutes No. 43/16), in accordance with Annex No. 27 to these Minutes.
2. This decision is the decision of the Sole Shareholder of Development Bank of Kazakhstan Joint Stock Company.
On approval and submission for consideration of the Board of Directors of «NMH «Baiterek» JSC of the issue of entering a transaction with Development Bank of Kazakhstan JSC, in which «NMH «Baiterek» JSC is an interested party (loan agreement), and (confidential)
1. To approve and submit for consideration of the Board of Directors of «NMH «Baiterek» JSC the issue of entering a transaction with Development Bank of Kazakhstan Joint-Stock Company, in which «NMH «Baiterek» JSC is an interested party, by entering into a loan agreement, on the following key terms and conditions:
1.1Loan amount – (confidential);
1.2 Rate of interest on the loan – (confidential);
1.3 Payment of interest – on a semi-annual basis;
1.4 Loan placement period – (confidential);
1.5 (confidential).
2. (Confidential).
3. (confidential).
4. Paragraphs 2 and 3 hereof shall come into force in case of a positive decision of the Board of Directors of «NMH «Baiterek» JSC on paragraph 1 hereof.
5. Paragraphs 2 and 3 of this decision shall be the decision of the Sole Shareholder of Development Bank of Kazakhstan JSC.
6. Deputy Chairman of the Board Khamitov E. to take necessary measures arising from this decision.
On making amendments to the decision of the Management Board of "National Management Holding "Baiterek" JSC dated March 03, 2021 (Minutes # 11/21) on the second issue of the agenda "On determining the quantitative composition, term of powers, election of members of the Board of Directors of Development Bank of Kazakhstan Joint Stock Company and determining the amount of remuneration of independent directors.
1. To make the following amendment to the decision of the Management Board of Baiterek NMH JSC dated March 3, 2021 (Minutes No. 11/21) (hereinafter referred to as the Decision):
Paragraph 1 of Attachment No. 2 to the Decision "Amount of remuneration of a member of the Board of Directors - Independent Director of Development Bank of Kazakhstan Joint Stock Company" shall be amended to read as follows:
"1. Marcia Elizabeth Christian Favale:
1) a fixed annual remuneration in (confidential) for the membership in the Board of Directors in the total amount corresponding to (confidential) equivalent of (confidential) at the exchange rate of the National Bank of the Republic of Kazakhstan on the date of signing the contract with the independent director of the Bank;
2) a fixed annual remuneration in (confidential) amount corresponding to (confidential) equivalent of the equivalent (confidential) at the exchange rate of the National Bank of the Republic of Kazakhstan as of the date of signing the contract with an independent director of the Bank;
3) a fixed annual remuneration (confidential) for attending the meetings of the committee of the Board of Directors as a member of the committee of the Board of Directors in the amount corresponding to (confidential) equivalent (confidential) to the exchange rate of the National Bank of the Republic of Kazakhstan as at the date of signing the contract with an independent director of the Bank.
2. Paragraph 1 of this resolution shall become effective on the date of adoption of this resolution and shall extend to the relations arising from December 1, 2022.
3. The Management Board of Development Bank of Kazakhstan Joint Stock Company shall take the necessary actions arising out of this decision.
4. This decision is a decision of the Sole Shareholder of Development Bank of Kazakhstan Joint-Stock Company.
On approval of consolidated and non-consolidated financial statements of the joint-stock company Development Bank of Kazakhstan for the year ended December 31, 2022, the order of distribution of net income of the joint-stock company Development Bank of Kazakhstan for 2022, non- payment of dividends on common shares and approval of the amount of dividend per one common share of the joint-stock company Development Bank of Kazakhstan, taking note of information about appeals of the sole shareholder on actions of the joint-stock company Development Bank of Kazakhstan
1. Approve the consolidated and non-consolidated financial statements of the Joint Stock Company "Development Bank of Kazakhstan" for the year ended December 31, 2022, in accordance with Annexes No. 12 and No. 13 to this protocol.
2. Approve the following procedure for the distribution of net income of the joint-stock company Development Bank of Kazakhstan (location: Republic of Kazakhstan, Z05T3E2, Nur-Sultan city, Yesil district, Mangilik El avenue, Building 55 A, n.l. 15; BIN - 010540001007, details: IBAN KZ17907A285300000001 in the joint-stock company Development Bank of Kazakhstan, Nur- Sultan city, BIC DVKAKZKA), received based on the results of activities for 2021 in the amount of 34,124,886,798.44 tenge (thirty-four billion one hundred and twenty-four million eight hundred and eighty-six thousand seven hundred and ninety-eight tenge forty-four tiyn), according to the annual financial statements in the following order:
1) the amount of 34,124,886,798.44 tenge (thirty-four billion one hundred and twenty-four million eight hundred and eighty-six thousand seven hundred and ninety-eight tenge forty-four tiyn), which is 100% of net income, to leave at the disposal of the joint-stock company "Development Bank of Kazakhstan";
2) not to pay dividends on ordinary shares for 2022 to the joint-stock company Development Bank of Kazakhstan.
3. Instruct the joint-stock company Development Bank of Kazakhstan to re-consider the issue of distribution of the net income of the joint-stock company Development Bank of Kazakhstan and payment of dividends by the end of 2022 after the completion of measures to increase the authorized capital of the joint-stock company Development Bank of Kazakhstan, but no later than December 31, 2023.
4. Take note of the information about the absence of appeals from the Sole Shareholder of the joint-stock company Development Bank of Kazakhstan to the actions of the joint-stock company Development Bank of Kazakhstan and its officials for 2022.
5. Take note of the information on the amount and composition of remuneration of members of the Board of Directors and the Management Board of the Joint Stock Company Development Bank of Kazakhstan for 2022 in accordance with Annex No. 14 to this protocol.
6. The Chairman of the Management Board of the Joint-Stock company Development Bank of Kazakhstan to take measures arising from this decision.
7. This decision is the decision of the Sole Shareholder of the Joint Stock Company Development Bank of Kazakhstan.
On the appointment of inspections (audits) in legal entities, more than fifty percent of the voting shares (participatory interests) of which are directly or indirectly owned by the "National Managing Holding "Baiterek" Joint-Stock Company on the right of ownership or trust management in 2023
1. To approve the Plan for conducting inspections (audits) in legal entities, more than fifty percent of the voting shares (participatory interests) of which are directly or indirectly owned by "NMH "Baiterek" Joint-Stock Company on the right of ownership or trust management in 2023 (hereinafter referred to as the Plan), in accordance with Appendix № 4 to this protocol.
2. To assign an inspection (audit) according to the Plan, in:
1) …;
2)…;
3)…;
4)…;
Development Bank of Kazakhstan Joint-Stock Company.
3. The type of inspection (audit), the period to be checked, the subject of the inspection (audit), as well as the expected period of the inspection (audit) to be determined according to the Plan
4. The decision under paragraphs 2 and 3 is the decision of the sole shareholder of..., the Development Bank of Kazakhstan Joint-Stock Company, ...
5.The Director of the Department of Legal Support of the "National Managing Holding "Baiterek" Joint-Stock Company (Balkin A.Zh.) to ensure the timely development of orders of "NMH "Baiterek" JSC on the approval of inspection (audit) programs, the deadline for inspections (audits), managers and personnel of the audit groups.
On approval of the procedure for distributing the net income of the Development Bank of Kazakhstan Joint-Stock Company for 2021, the payment of dividends on common shares and the approval of the amount of the dividend per one common share of the Development Bank of Kazakhstan Joint-Stock Company
1) to allocate the amount of KZT 15,749,835,505.076 (fifteen billion seven hundred forty-nine million eight hundred thirty-five thousand five hundred and five tenge six tiyn), which is 50 (fifty) percent of the net income of the Development Bank of Kazakhstan Joint-Stock Company for the dividend payout to the Sole Shareholder of Development Bank of Kazakhstan Joint-Stock Company, to National Managing Holding “Baiterek” Joint-Stock Company;
2) the remaining amount of KZT 15,749,835,505.07 (fifteen billion seven hundred forty nine million eight hundred thirty five thousand five hundred and five tenge seven tiyn), which is 50 (fifty) percent of the net income, to be left at the disposal of the Development Bank of Kazakhstan Joint Stock Company.
2. To approve the amount of the dividend per one common share of the Development Bank of Kazakhstan Joint-Stock Company – KZT 7,461.41 (seven thousand four hundred sixty-one tenge forty-one tiyn).
3. To determine the date of the beginning of dividend payout for 2021 – from the date following the date of adoption of this decision.
4. The Development Bank of Kazakhstan Joint Stock Company to pay dividends in monetary terms by non-cash transfer to the bank account of the National Management Holding “Baiterek” JointStock Company specified in the system of registers of shareholders of the Development Bank of Kazakhstan Joint-Stock Company no later than ninety calendar days from the date following the date of this decision.
5. The Chairman of the Management Board of the Development Bank of Kazakhstan Joint-Stock company to take measures arising from this decision.
6. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint-Stock Company
On some issues of the Management Board and the Board of Directors of Development Bank of Kazakhstan JSC.
1. To elect Baybazarov Nurlan Serikovich as Chairman of the Management Board of Development Bank of Kazakhstan Joint-Stock Company from November 16, 2022 with a term of office until expiration of the term of office of the Management Board of Development Bank of Kazakhstan Joint-Stock Company.
2. To elect Baybazarov Nurlan Serikovich as a member of the Board of Directors of Development Bank of Kazakhstan Joint-Stock Company from November 16, 2022 with a term of office until expiration of the term of office of the Board of Directors of Development Bank of Kazakhstan Joint-Stock Company as a whole.
3. The Management Board of Development Bank of Kazakhstan Joint-Stock Company should take measures to submit items to the meeting of the Board of Directors of Development Bank of Kazakhstan Joint-Stock Company in order to determine the size of official salary and terms for remuneration and bonuses of the Chairman of Management Board of Development Bank of Kazakhstan Joint-Stock Company as a whole.
4. This resolution is a resolution of the Sole Shareholder of Development Bank of Kazakhstan
Joint-Stock Company.
On some issues of the Board of Directors of the Joint-Stock company "Development Bank of Kazakhstan"
1. Make the following amendment to the decision of the Board of JSC "NUH "Baiterek" dated March 3, 2021 (Minutes No. 11/21) on the second item of the agenda "On determining the quantitative composition, term of office, election of members of the Board of Directors of the Joint Stock Company "Development Bank of Kazakhstan" and determining the amount of remuneration of independent directors":
In paragraph 2:
Replace the number and the word "7 (seven)" with the number and the word "6 (six)".
2. Prematurely terminate the powers of the following members of the Board of Directors of the joint–Stock company "Development Bank of Kazakhstan":
1) Uzbekov Gani Nurmakhanbetovich as a member of the Board of Directors - independent Director of the Board of Directors of the joint-Stock company "Development Bank of Kazakhstan" from July 1, 2022;
2) Mukhamedzhanov Adil Bektasovich as a member of the Board of Directors of the jointstock company "Development Bank of Kazakhstan" since September 28, 2022.
3. To elect members of the Board of Directors of the Joint-Stock Company "Development Bank of Kazakhstan" with a term of office until the expiration of the term of office of the Board of Directors of the Joint-Stock Company "Development Bank of Kazakhstan" as a whole:
1) Aidapkelov Nurbolat Sergalievich as a representative of the Sole Shareholder of the Joint-Stock company "Development Bank of Kazakhstan";
2) Yersain Yerbulatovich Khamitov as a representative of the Sole Shareholder of the JointStock company "Development Bank of Kazakhstan"
4. The Management Board of the Joint-Stock company "Development Bank of Kazakhstan" to take the necessary measures arising from this decision.
5. This decision is the decision of the Sole Shareholder of the Joint Stock Company "Development Bank of Kazakhstan".
1. Amend and additions to the memorandum on the credit policy of the Development Bank of Kazakhstan Joint Stock Company, approved by the decision of the Board of "Baiterek" NMH" JSC dated October 27, 2016 (Protocol No. 43/16), according to Annex No. 17 to this protocol.
2. This decision is the decision of the Sole Shareholder of the Joint Stock Company Development Bank of Kazakhstan.
On the realization by the "National Managing Holding "Baiterek" joint-stock company of the right of pre-emptive purchase of shares of the "Development Bank of Kazakhstan" joint-stock company.
1. To realize to the "National Managing Holding "Baiterek" joint-stock company the rights of pre-emptive purchase of shares of the "Development Bank of Kazakhstan" joint-stock company in the amount of 1,250 (one thousand two hundred and fifty) pieces within the number of declared shares at the placement price of 40,000,000 (forty million) tenge for one common share for a total amount of 50,000,000,000 (fifty billion) tenge.
2. To purchase shares of the "Development Bank of Kazakhstan" joint-stock company in accordance with paragraph 1 of this decision in accordance with the established procedure by paying in cash.
3. Deputy Chairman of the Management Board E.E. Khamitov to take necessary measures resulting from this resolution.
On amendments to the Charter of the Development Bank of Kazakhstan joint–stock company, approved by the decision of the Sole Shareholder - the Board of the Baiterek National Mana
1. Amend the Charter of the Development Bank of Kazakhstan Joint–Stock Company, approved by the decision of the Sole Shareholder - the Board of the Baiterek National Managing Holding Joint-Stock Company dated December 24, 2014 (Protocol No. 41/14), according to Annex No. 13 to this protocol.
2.To give the Chairman of the Board of the Development Bank of Kazakhstan Joint-Stock Company Iskakov R.V. the right to sign amendments to the Charter of the Development Bank of Kazakhstan Joint-Stock Company.
3. This decision is the decision of the Sole Shareholder of the Joint Stock Company Development Bank of Kazakhstan.
On amendments to the Regulations on the Board of Directors of the Development Bank of Kazakhstan Joint-Stock Company
1. Amend the Regulations on the Board of Directors of the Development Bank of Kazakhstan Joint-Stock Company, approved by the decision of the Management Board of "Baiterek" NMH" JSC dated December 12, 2018 (Protocol No. 55/18), in accordance with Annex No. 10 to this protocol.
2. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint-Stock Company.
On approval of the consolidated and non-consolidated financial statements of the joint-stock company Development Bank of Kazakhstan for the year ended December 31, 2021, the procedure for distributing the net income of the joint-stock company Development Bank of Kazakhstan for 2021, the payment of dividends on ordinary shares and the approval of the dividend amount based on one ordinary share of the joint-stock company Development Bank of Kazakhstan, taking into account information on the Sole Shareholder's appeals to the actions of the joint-stock company Development Bank of Kazakhstan and on the amount and composition of remuneration of the members of the Board of Directors and the Management Board of the joint-stock company Development Bank of Kazakhstan for 2021.
1. Approve the consolidated and non-consolidated financial statements of the Joint Stock Company "Development Bank of Kazakhstan" for the year ended December 31, 2021, in accordance with Annexes No. 75 and No. 76 to this protocol.
2. Approve the following procedure for the distribution of net income of the joint-stock company Development Bank of Kazakhstan (location: Republic of Kazakhstan, Z05T3E2, Nur-Sultan city, Yesil district, Mangilik El avenue, Building 55 A, n.l. 15; BIN - 010540001007, details: IBAN KZ17907A285300000001 in the joint-stock company Development Bank of Kazakhstan, Nur-Sultan city, BIC DVKAKZKA), received based on the results of activities for 2021 in the amount of 31,499,671,010.13 tenge (thirty-one billion four hundred ninety-nine million six hundred seventy one thousand tenge thirteen tiyn), according to the annual financial statements in the following order:
1) the amount of 31,499,671,010,13 tenge (thirty-one billion four hundred ninety-nine million six hundred seventy-one thousand ten tenge thirteen tiyn), which is 100% of net income, to leave at the disposal of the joint-stock company "Development Bank of Kazakhstan";
2) not to pay dividends on ordinary shares for 2021 to the joint-stock company Development Bank of Kazakhstan.
3. Instruct the joint-stock company Development Bank of Kazakhstan to re-consider the issue of distribution of the net income of the joint-stock company Development Bank of Kazakhstan and payment of dividends by the end of 2021 after the completion of measures to increase the authorized capital of the joint-stock company Development Bank of Kazakhstan, but no later than December 31, 2022.
4. Take note of the information about the absence of appeals from the Sole Shareholder of the joint-stock company Development Bank of Kazakhstan to the actions of the joint-stock company Development Bank of Kazakhstan and its officials for 2021.
5. Take note of the information on the amount and composition of remuneration of members of the Board of Directors and the Management Board of the Joint Stock Company Development Bank of Kazakhstan for 2021 in accordance with Annex No. 77 to this protocol.
6. The Chairman of the Management Board of the Joint-Stock company Development Bank of Kazakhstan to take measures arising from this decision.
7. This decision is the decision of the Sole Shareholder of the Joint Stock Company Development Bank of Kazakhstan.
On approval of the Unified Personnel Policy of Baiterek National Managing Holding Joint-Stock Сompany and legal entities, more than fifty percent of the voting shares (participation interests) of which are directly owned by Baiterek National Managing Holding Joint-Stock Сompany on the right of ownership or trust management for 2022-2024
1. To include the Unified Personnel Policy of Baiterek NMH JSC and legal entities, more than fifty percent of the voting shares (participation interests) of which are directly owned by Baiterek NMH JSC on the right of ownership or trust management for 2022-2024 to the lists of documents regulating internal activities of KazakhExport Export Insurance Company JSC, Development Bank of Kazakhstan JSC, Damu Entrepreneurship Development Fund JSC, Otbasy Bank House Construction Savings Bank JSC, Kazakhstan Housing Company JSC, Kazyna Capital Management JSC, KazAgroFinance JSC, Agrarian Credit Corporation JSC approved by the Sole Shareholder.
2. To approve the Unified Personnel Policy of Baiterek NMH JSC and legal entities, more than fifty percent of the voting shares (participation interests) of which are directly owned by Baiterek NMH JSC on the right of ownership or trust management for 2022-2024 according to Annex No. 11 to these minutes.
3. This resolution is a resolution of the Sole Shareholder of KazakhExport Export Insurance Company JSC, Development Bank of Kazakhstan JSC, Damu Entrepreneurship Development Fund JSC, Otbasy Bank House Construction Savings Bank JSC, Kazakhstan Housing Company JSC, Kazyna Capital Management JSC, KazAgroFinance JSC, Agrarian Credit Corporation JSC.
4. The Managing Director (A.N. Shamshin) should submit information on approval of the Policy for consideration by HR, Remuneration and Social Affairs Committee under the Board of Directors of Baiterek NMH JSC by June 1, 2022.
On making changes and additions to the List and forms of reporting provided by subsidiaries to Baiterek NMH JSC.
1. Amend and supplement the List and forms of reporting provided by subsidiaries to Baiterek NMH JSC, approved by the decision of the Management Board of Baiterek NMH JSC dated June 30, 2021 (Minutes No. 33/21), in accordance with Appendix No. 13 to this Minutes.
2. Clause 1 of this decision in accordance with the Law of the Republic of Kazakhstan "On Joint Stock Companies" is the decision of the Sole Shareholder of the joint-stock companies "Development Bank of Kazakhstan", "Kazyna Capital Management", "Damu Entrepreneurship Development Fund", "KazakhExport" Export Insurance Company, Kazakhstan Housing Company, Housing Construction Savings Bank "Otbasy Bank", Agrarian Credit Corporation, KazAgroFinance.
3. The Corporate Finance Department of Baiterek NMH JSC (S. Kuklin) shall bring this decision to the attention of subsidiaries within 10 (ten) calendar days from the date of its adoption.
On the mandatory approval of proposals/initiatives in the state projects being developed (national projects, road maps) and draft laws and referrals to the relevant state bodies
1. Strategic, legislative and other initiatives in state programs (national projects, road maps), draft laws, as well as by-laws on the alienation of fifty or more percent of shares (participatory interests) of legal entities directly or indirectly owned by Baiterek NMH JSC, sent by the subsidiaries of Baiterek NMH JSC to state bodies must be agreed with the Sole Shareholder in order to avoid conflicts with the proposals / interests of the Baiterek NMH JSC group of companies or individual subsidiaries.
2. The first heads of subsidiaries of JSC "NMH "Baiterek" to ensure the adoption of a similar decision in respect of organizations, fifty or more percent of shares (participation interests), which directly or indirectly owned by subsidiaries of JSC "NMH "Baiterek" (if any).
3. The first heads of subsidiaries of Baiterek NMH JSC are responsible for the implementation of clauses 1 and 2 of this decision.
4. Clauses 1,2 and 3 of this decision are the decision of the Sole Shareholder of the subsidiaries of Baiterek NMH JSC.
5. The Department of Asset Management, Housing and Construction Assets Management and Agricultural Assets Management shall send this decision of the Sole Shareholder to subsidiaries within 5 working days from the date of adoption of this decision.
On certain items of the Management Board and Board of Directors of Development Bank of Kazakhstan Joint-Stock Company.
On early termination of powers and election of a member of the Board of Directors of Development Bank of Kazakhstan JSC.
On some issues of the Management Board and the Board of Directors of Development Bank of Kazakhstan JSC
On the determination of an audit organization that audits the financial statements of Development Bank of Kazakhstan JSC for 2022-2023.
1. To designate the limited liability partnership "KPMG Audit" as an audit organization that audits the financial statements of Development Bank of Kazakhstan JSC for 2022-2023.
2. The Chairman of the Management Board of Development Bank of Kazakhstan JSC to take measures arising from this decision.
3. This decision is the decision of the Sole Shareholder of Development Bank of Kazakhstan JSC.
On approval of the Annual Report of the Development Bank of Kazakhstan Joint Stock Company for 2020.
1. To approve the Annual Report of the Development Bank of Kazakhstan Joint Stock Company for 2020, in accordance with Appendix No. 41 to this Protocol.
2. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company.
On early termination of powers and election of a member of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company.
1. Early terminate the powers of a member of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company Karagoishin Rustam Timurovich from May 11, 2021.
2. To elect Mukhamedzhanov Adil Bektasovich a member of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company as a representative of the Sole Shareholder with a term of office until the expiration of the term of office as a member of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company as a whole.
3. The Chairman of the Management Board of the Development Bank of Kazakhstan Joint Stock Company to take the necessary measures arising from paragraphs 1 and 2 of this decision.
4. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company.
On some issues of the project “Construction of a plant for the production and processing of flat glass with a capacity of 197,100 tons / year in Kyzylorda.
1.To instruct the Development Bank of Kazakhstan Joint Stock Company (hereinafter - DBK) to make decisions on concluding an agreement on early repayment of the loan (hereinafter - the Agreement) between DBK, Orda Glass Ltd LLP (hereinafter - the Borrower) and King Charm Development Limited (hereinafter - KCDL) on the following conditions: 1) KCDL invests the Borrower in an amount equivalent to at least 3,898,672,704.82 (three billion eight hundred ninety-eight million six hundred seventy-two thousand seven hundred and four) tenge 82 tiyn for the purpose of partial repayment by the Borrower of the principal debt to DBK under the Agreement on the opening of a credit line No. 23-CM-N / 05-02 dated April 27, 2015 (hereinafter - SOKL), concluded between DBK and the Borrower;
2) DBK removes the encumbrance (terminates the right of pledge) from the hard coating system - CVD, which is the subject of pledge under the Agreement on the pledge of movable property, received in the future 109-N / 05-02 of May 19, 2015 and the Agreement on the pledge of movable property received in future No. DZI 94-N / 05-02 dated 05 May 2015, concluded between DBK and the Borrower;
3) DBK grants its consent to the acquisition by KCDL (or its designee) of a 20.29% interest in the Borrower's share capital held by Stewart Engineers, Inc. After the state re-registration of the Borrower in connection with the sale of the share of Stewart Engineers, Inc in the amount of 20.29%, in the authorized capital of the Borrower in favor of KCDL, DBK writes off the amount of 6,034,535.70 (six million thirty-four thousand five hundred thirty-five) US dollars 70 cents transferred by the Borrower to DBK as a pledge under the money pledge agreement No. DZI 318-N / 05-02 dated December 02, 2015, at the rate established by the National Bank of the Republic of Kazakhstan, at the date of the respective repayment of the Borrower's debt;
4) KCDL invests the Borrower, which, by December 31, 2021, repays the balance of the principal debt to DBK under the SOKL, subject to the conditions of subparagraphs 1) and 3) of paragraph 1 of this decision;
5) provide that the Agreement shall enter into force from the moment of conclusion of the Settlement Agreement between KCDL and Stewart Engineers, Inc.
2. To entrust Development Bank of Kazakhstan Joint Stock Company by December 31, 2021 inclusive:
-not initiate measures aimed at early repayment of obligations by the Borrower under the SOCL, including not declaring cases of default by the Borrower; Baiterek NMH JSC ceases to own 100% of shares of Investment Fund of Kazakhstan JSC, the sole shareholder of Development Bank of Kazakhstan JSC will take measures to transfer the guarantee in the amount not exceeding 17,000,000,000 (seventeen billion) tenge issued by Investment Fund JSC Kazakhstan "in favor of Development Bank of Kazakhstan JSC for Orda Glass Ltd LLP under the project" Construction of a plant for the production and processing of flat glass with a capacity of 197,100 tons / year in Kyzylorda. "
3.To instruct the Investment Fund of Kazakhstan Joint-Stock Company to make decisions on sending to the court an application for leaving without consideration of the statement of claim to invalidate the guarantee No. 2 dated April 27, 2015, securing the Borrower's obligations to DBK under the SoKL, and also not to initiate such measures by December 31, 2021.
4. The decision on clauses 1 and 2 of this decision is the decision of the sole shareholder of the Development Bank of Kazakhstan Joint Stock Company.
5. The decision on clause 3 of this decision is the decision of the sole shareholder of the Investment Fund of Kazakhstan Joint Stock Company.
On amendments and additions to the Charter of the Development Bank of Kazakhstan Joint Stock Company.
1. To make changes and additions to the Charter of the Development Bank of Kazakhstan joint-stock company in accordance with Appendix No. 52 to this protocol. 2. To assign the Chairman of the Management Board of the Development Bank of Kazakhstan joint-stock company A.S. the right to sign amendments and additions to the Charter of the Development Bank of Kazakhstan Joint Stock Company. 3. To the Chairman of the Board of the Development Bank of Kazakhstan Joint Stock Company A.S. Sarkulov take the necessary measures arising from this decision. 4. This decision is the decision of the sole shareholder of the Development Bank of Kazakhstan Joint Stock Company.
1. To approve the amendments and additions to the Memorandum on the credit policy of the Development Bank of Kazakhstan Joint Stock Company, approved by the decision of the Board of the National Managing Holding Baiterek Joint Stock Company dated October 27, 2016 (Minutes No. 43/16), in accordance with Appendix No. 7 to this
2. This decision is a decision of the Sole Shareholder of Development Bank of Kazakhstan Joint Stock Company.
2. The Management Board of the Development Bank of Kazakhstan Joint Stock Company to take the necessary measures arising from this decision.
3. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company.
1. To make changes and additions to the Charter of the Development Bank of Kazakhstan Joint Stock Company in accordance with Appendix No. 11 to this Protocol.
2. To endow the Chairman of the Management Board of the Development Bank of Kazakhstan Joint Stock Company Sarkulov A.S. the right to sign amendments and additions to the Charter of the Development Bank of Kazakhstan Joint Stock Company.
3. Chairman of the Board of Development Bank of Kazakhstan Joint Stock Company Sarkulov A.S. take the necessary measures arising from this decision.
4. This decision is the decision of the sole shareholder of the Development Bank of Kazakhstan Joint Stock Company.
1. Determine the term of office of the Board of Directors of Development Bank of Kazakhstan Joint Stock Company - 3 (three) years, from March 12, 2021.
2. Determine the number of members of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company - 7 (seven) members.
3. To elect members of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company with a term of office until the expiration of the term of office of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company as a whole:
4. To recommend to the members of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company to elect Arifkhanov Aidar Abdrazakhovich as the Chairman of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company.
5. Determine the amount of remuneration to the independent directors of the Development Bank of Kazakhstan joint-stock company, Marcia Elizabeth Christian Favale, Anvar Galimullaevich Saidenov and Gani Nurmakhanbetovich Uzbekov in accordance with Appendix No. 2 to this protocol.
6. The Chairman of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company to sign an agreement with the independent directors of the Development Bank of Kazakhstan Joint Stock Company Marcia Elizabeth Christian Favale, Anvar Galimullaevich Saydenov and Gani Nurmakhanbetovich Uzbekov.
7. The Board of the Development Bank of Kazakhstan Joint Stock Company to take the necessary measures arising from this decision.
8. This decision is the decision of the Sole Shareholder
1. To approve changes and additions to the Regulations on the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company, approved by the decision of the Board of the Baiterek National Management Holding Joint Stock Company dated December 12, 2018 (Minutes No. 55/18), in accordance with Appendix No. 17 to this protocol.
2. The Management Board of Development Bank of Kazakhstan Joint Stock Company shall take the necessary measures arising from this decision.
3. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company.
1. In accordance with the procedure established by the legislation of the Republic of Kazakhstan, place common shares of Development Bank of Kazakhstan JSC in the amount of 320 (three hundred twenty) common shares within the number of authorized shares at the offering price of 38 393 750 (thirty eight million three hundred ninety three thousand seven hundred fifty) tenge for one ordinary share for the total amount of 12,286,000,000 (twelve billion two hundred eighty six million) tenge through the exercise by the shareholder of Development Bank of Kazakhstan JSC of the right of pre-emptive purchase of shares.
2. In accordance with the procedure established by the legislation of the Republic of Kazakhstan, send to the shareholder of Development Bank of Kazakhstan JSC a proposal to exercise the right of pre-emptive purchase of shares in the amount of 320 (three hundred twenty) shares at a price of 38 393 750 (thirty eight million three hundred ninety three thousand seven hundred fifty) tenge for one ordinary share for the total amount of 12,286,000,000 (twelve billion two hundred eighty six million) tenge.
3. Clause 1 of this decision comes into force from the date of adoption of the resolution of the Government of the Republic of Kazakhstan on the allocation of funds from a special reserve of the Government of the Republic of Kazakhstan in the amount of 12,286,000,000 tenge to stimulate pre-export and export financing in the amount of 12,286,000,000 tenge.
4. Deputy Chairman of the Management Board of Development Bank of Kazakhstan JSC D. Yu. Babichev to take the necessary measures arising from this decision.
1. Early terminate the powers of a member of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company Marat Talgatovich Omarov as part of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company from October 21, 2020.
2. To elect Nurkozhin Adil Yergaliuly a member of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company as a representative of the Sole Shareholder with a term of office until the expiration of the term of office of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company as a whole.
3. The Chairman of the Board of Development Bank of Kazakhstan Joint Stock Company to take the necessary measures arising from this decision.
4. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company.
1. Introduce the Procedure for determining the amount of dividends paid by subsidiaries of the joint-stock company "National Managing Holding" Baiterek ", approved by the decision of the Board of the joint-stock company" National Managing Holding "Baiterek" dated May 11, 2014 (Minutes No. 14/14), amendments and additions according to the appendix No. 18 to this protocol.
2. Representatives of Baiterek NMH JSC on the boards of directors and the supervisory board of subsidiaries shall ensure (if any) the alignment of internal documents in accordance with this decision by September 1, 2020.
1. To approve amendments to the Memorandum of Credit Policy of the Development Bank of Kazakhstan joint-stock company, approved by the decision of the Board of the Baiterek National Management Holding joint-stock company of October 27, 2016 (protocol No. 43/16), according to Appendix No. 20 to this protocol.
2. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company.
1. To approve the annual report of Development Bank of Kazakhstan JSC for 2019 in accordance with Appendix No. 14 to this protocol.
2. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company
On approval of amendments to the Memorandum on Credit Policy of Development Bank of Kazakhstan Joint-Stock Company, approved with the resolution of the Sole Shareholder of Development Bank of Kazakhstan Joint-Stock Company dated October 27, 2016 (Minutes #43/16)
1. To approve amendments to the Memorandum of Credit Policy of the Development Bank of Kazakhstan joint-stock company, approved by the decision of the Board of the Baiterek National Management Holding joint-stock company of October 27, 2016 (protocol No. 43/16), according to Appendix No. 20 to this protocol.
2. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company.
On measures to implement the recommendations of Ernst & Young Kazakhstan LLP on information security risks identified as a result of the cyberattack assessment audit of Baiterek National Managing Holding and its subsidiaries
1. Approve the Roadmap of Baiterek NMH JSC for implementation of recommendations of Ernst & Young Kazakhstan LLP on information security risks identified as a result of the audit to assess cyber attacks of Baiterek NMH JSC and its subsidiaries in accordance with Annex 4 to these Minutes.
2. Approve Roadmaps of organizations with fifty or more percent of their voting shares owned by Baiterek NMH JSC on the right of ownership for implementation of recommendations of Ernst & Young Kazakhstan LLP on information security risks identified as a result of the audit to assess cyber attacks of Baiterek NMH JSC and its subsidiaries in accordance with Annexes 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 to these Minutes.
4. Representatives of Baiterek NMH JSC in the Supervisory Board of Kazakhstan Project Preparation Fund LLP shall ensure a decision making on giving direct instructions to the Executive body of Kazakhstan Project Preparation Fund LLP on approval of the Draft Roadmap for implementation of recommendations of Ernst & Young Kazakhstan LLP on information security risks identified as a result of audit on assessment of cyber attacks of Baiterek NMH JSC and its subsidiaries in accordance with Annex 15 to these Minutes.
6. Control over implementation of this Resolution shall be assigned to the Deputy CEO, Member of the Management Board A. Omarkhojayev.
7. Resolutions referred to in clauses 2 and 3 are Resolutions of the Sole Shareholder of QazTech Ventures JSC, Kazyna Capital Management JSC, Investment Fund of Kazakhstan JSC, Damu Entrepreneurship Development Fund JSC, "KazakhExport" Export Insurance Company JSC, Housing Construction Guarantee Fund JSC, Mortgage organization "Kazakhstan Mortgage Company" JSC, Baiterek Development JSC, Development Bank of Kazakhstan JSC, House Construction Savings Bank of Kazakhstan JSC, respectively.
On realization of the right of preferential purchase of shares of Development Bank of Kazakhstan Joint-Stock Company
1. To realize the right of preferential purchase of shares of the Development Bank of Kazakhstan joint-stock company in the amount of 250 (two hundred and fifty) ordinary shares at a placement price of 40,000,000 (forty million) tenge per ordinary share in the amount of 10,000,000,000 (ten billion) tenge.
2. To acquire in the prescribed manner the shares of the Development Bank of Kazakhstan joint-stock company in accordance with paragraph 1 of this decision by full payment in cash.
3. To the Deputy Chairman of the Management Board, Karagoishin RT take the necessary measures arising from this decision.
On amendments and additions to the corporate governance Code of Development Bank of Kazakhstan Joint-Stock Company, approved by the resolution of the Sole shareholder of Development Bank of Kazakhstan Joint-Stock Company dated December 20, 2017 (Minutes No. 52/17).
1. To approve changes and amendments to the Corporate Governance Code of the Development Bank of Kazakhstan joint-stock company, approved by the decision of the Sole Shareholder of December 20, 2017 (protocol 52/17), in accordance with Appendix No. 17 to this protocol.
2. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company.
On amendments and additions to the Charter of the Development Bank of Kazakhstan Joint Stock Company
1. To amend and supplement the Charter of the Development Bank of Kazakhstan Joint-Stock Company in accordance with Appendix No. 8 to this Protocol.
2. Grant the Chairman of the Management Board of the Joint-Stock Company “Development Bank of Kazakhstan” A. Sarkulov the right to sign amendments to the Charter of the Development Bank of Kazakhstan Joint Stock Company.
3. To the Chairman of the Management Board of the Development Bank of Kazakhstan Joint-Stock Company AS Sarkulov to take the necessary measures arising from this decision.
4. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan joint-stock company.
On approval of amendments to the Memorandum on Credit Policy of the Development Bank of Kazakhstan Joint-Stock Company, approved by the Decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint-Stock Company dated October 27, 2016 (Minutes No. 43/16)
1. To approve the amendments to the Memorandum on Credit Policy of the Development Bank of Kazakhstan Joint-Stock Company, approved by the Decision of the Board of the Baiterek National Management Holding Joint-Stock Company dated October 27, 2016 (Minutes No. 43/16), according to Annex No. 3 to this Minutes.
2. The present decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company.
1. To approve the amendments and additions to the Memorandum on the credit policy of the Development Bank of Kazakhstan Joint-Stock Company, approved by the decision of the Board of Baiterek National Management Holding JSC dated October 27, 2016 (protocol No. 43/16), according to Appendix No. 4 to this protocol.
2. This decision is a decision of the Sole Shareholder of the Development Bank of Kazakhstan JSC.
1. To amend the Charter of the Development Bank of Kazakhstan Joint-Stock Company, approved by the decision of the Board of Baiterek National Holding JSC dated December 24, 2014 (Minutes No. 41/14), changes in accordance with Appendix No. 1 to this Protocol.
2. To allocate the Chairman of the Board of the Development Bank of Kazakhstan Joint-Stock Company Sarkulov A.S. the right to sign amendments to the Charter of the Development Bank of Kazakhstan Joint-Stock Company.
3. The Chairman of the Board of the Development Bank of Kazakhstan Joint-Stock Company shall take all necessary measures arising from this decision.
4. This decision is a decision of the Sole Shareholder of the Development Bank of Kazakhstan JSC.1. To elect Karagoishin Rustam Timurovich as a member of the Board of Directors of Development Bank of Kazakhstan Joint-Stock Company as a representative of the Sole Shareholder with a term of office until the expiration of the term of office of the Board of Directors of the Development Bank of Kazakhstan Joint-Stock Company as a whole.
2. To elect Omarov Marat Talgatovich as a member of the Board of Directors of the Development Bank of Kazakhstan Joint-Stock Company as a representative of the Sole Shareholder with a term of office until the expiration of the term of office of the Board of Directors of the Development Bank of Kazakhstan Joint-Stock Company as a whole.
3. The Chairman of the Board of the Development Bank of Kazakhstan Joint-Stock Company to take the necessary measures arising from this decision.
4. The present decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint-Stock Company.
On certain issues of the Management Board and the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company
1. To elect Sarkulov Abay Serikovich as Chairman of the Board of the Development Bank of Kazakhstan Joint Stock Company from April 29, 2019 with a term of office until the expiration of the term of office of the Management Board of the Development Bank of Kazakhstan Joint Stock Company in general.
2. To elect Sarkulov Abay Serikovich as a member of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company from April 29, 2019, with a term of office until the expiration of the term of office of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company in general.
3. The Board of the Development Bank of Kazakhstan Joint Stock Company to take measures to submit the issue to the meeting of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company to determine the size of the salary and terms of payment and bonuses of the Chairman of the Board of the Development Bank of Kazakhstan Joint Stock Company.
4. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company.
1. Prematurely terminate the powers of Zhamishev Bolat Bidakhmetovich, the Chairman of the Board of the Development Bank of Kazakhstan Joint Stock Company, by agreement of the parties on April 26, 2019.
2. Prematurely terminate the powers of Zhamishev Bolat Bidakhmetovich as a member of the Board of Directors of the Development Bank of Kazakhstan Joint Stock Company on April 26, 2019.
3. This decision is the decision of the Sole Shareholder of the Development Bank of Kazakhstan Joint Stock Company.
On approval of the consolidated and unconsolidated financial statements of the "Development Bank of Kazakhstan" Joint Stock Company (hereinafter referred to as the "Company") for the year ended December 31, 2018, the procedure for distributing the Company's net income for the past financial year, paying dividends on simple shares, the amount of dividends per ordinary share, taking note of the information about the Sole Shareholder’s appeals for the Company's actions and the amount and composition of the remuneration of the members of the Board of Directors Directors and the Board of the Company
1. To approve the consolidated and unconsolidated financial statements of the Company for the year ended December 31, 2018 in accordance with Annexes 5 and 6 to this minutes.
2. To approve the following order of the net income distribution of the Company (location: the Republic of Kazakhstan, Z05T3E2, Astana city, Esil district, Mangilik El Avenue, building 55 A, n.r.p. 15; bank details: BIN – 010540001007, IBAN KZ17907A285300000001 in "Development Bank of Kazakhstan" JSC, Astana city, BIC DVKAKZKA.), obtained on the basis of the results of operations for the year 2018 in the amount of 3 243 808 896,86 tenge (three billion two hundred forty three million eight hundred eight thousand eight hundred ninety-six tenge eighty-six tiyn)
1) the amount of 973,142,669.06 tenge (nine hundred seventy-three million one hundred forty-two thousand six hundred sixty-nine tenge six tiyn), which is 30% (thirty percent) of net income, should be sent to the payment of dividends of "Baiterek "National Management Holding" Joint Stock Company;
2) the remaining part in the amount of 2 270 666 227.80 tenge (two billion two hundred seventy million six hundred sixty six thousand two hundred twenty seven tenge eighty tiyn), which is 70 % (seventy percent) of net income, should be left at the disposal of the Company to reduce the accumulated losses of previous years.
3. To approve the amount of dividend per ordinary share of 461.88 tenge (four hundred sixty-one tenge eighty-eight tiyn).
4. To determine the start date of payment of dividends for 2018 – June 25, 2019.
5. Payment of dividends shall be made by transfer to the Bank account of the Sole Shareholder specified in the registers system of the Company shareholders.
6. To take note of the information on the absence of appeals of the Sole Shareholder of the Company to the actions of the Company and its officials for 2018, as well as the amount and composition of remuneration of members of the Board of Directors and the Management Board for 2018 in accordance with Annex No. 7 to this minutes.
7. The Chairman of the Board of the Company shall take measures arising from this decision.
8. This decision is the decision of the Sole Shareholder of the Company.
About implementation of the right of pre-emptive purchase of shares of joint-stock company Development Bank of Kazakhsta
1. To realize the right of preferential purchase of shares of Joint-Stock Company Development Bank of Kazakhstan in the amount of 375 (three hundred and seventy-five) ordinary shares at a placement price of 40,000,000 (forty million) tenge per ordinary share in the amount of 15,000,000,000 (fifteen billion) tenge.
2. To purchase shares of the Development Bank of Kazakhstan Joint-Stock Company in accordance with clause 1 of this decision by full payment in cash.
3. To the managing Director - the member of Board Kuatova A. S. to take the necessary measures following from this decision
To elect Birtanov Eszhan Amantayevich as a member of the Board of Directors of Development Bank of Kazakhstan JSC as a representative of the Sole Shareholder with a term of office until the expiry of the term of office of the Board of Directors of Development Bank of Kazakhstan JSC as a whole.
To determine Audit Business Group LLP as an audit organization: performing a special purpose audit of quasi-public sector subjects for 2016 in Development Bank of Kazakhstan JSC
To early terminate the authority of a member of the Board of Directors of Development Bank of Kazakhstan JSC Dosayev Yerbolat Askarbekovich.
On approval of the List of documents regulating the internal activities of Development Bank of Kazakhstan Joint-Stock Company, subject to approval by the decision of the Sole Shareholder
On introducing amendments and additions to the Charter of Development Bank of Kazakhstan Joint Stock Company
On approval of the Annual Report of Development Bank of Kazakhstan JSC for 2016 Approve the Annual Report of Development Bank of Kazakhstan JSC for 2016 (unanimously)
On approval of the consolidated and unconsolidated financial statements of “Development Bank of Kazakhstan” JSC for the year ended December 31, 2016, the order of net income distribution for the past financial year and the amount of dividends per one common share, taking note of the information about the Sole Shareholder's inquiries, concerning the actions of the Bank and remuneration of the members of the Board of Directors and the Management Board of “Development Bank of Kazakhstan” JSC.
The decision of the Sole shareholder dated from April 26, 2017The NMH Baiterek JSC Managing Board Decision dated March 10, 2017
The following changes and amendments are made to the Charter of the Development Bank of Kazakhstan with the NMH Baiterek JSC Managing Board Decision of March 10, 2017 (protocol No. 12/17).
On the placement of shares, including the number of placed shares of Development Bank of Kazakhstan JSC
The decision of the Sole shareholder dated from December 7, 2016On the change in the composition of the Board of Directors of Development Bank of Kazakhstan JSC
The Development Bank of Kazakhstan JSC (hereinafter referred to as the Bank) informs that by the decision of the Board of JSC National Managing Holding Baiterek dated November 23, 2016 (Minutes No. 47/16), Antonio Somma elected as a member of the Board of Directors of the Bank as an Independent Director from December 2 In 2016.
The composition of the Board of Directors of the Bank, includes changes: Yerbolat Dosayev, Bolat Zhamishev, Yersain Khamitov, Zhanat Alimanov, Marcia Elizabeth Christian Favale, Antonio Somma.
The NMH Baiterek JSC Managing Board Decision dated Maу 19, 2016
The NMH Baiterek JSC Managing Board Decision dated Maу 19, 2016On approval of the consolidated and non-consolidated financial statements of “Development Bank of Kazakhstan” JSC for the year, ended on December 31, 2015; the order of distributing the net income for the past accounting year and the dividend rate for one ordinary shares, taking into consideration on the addressing by the shareholder of the “Development Bank of Kazakhstan” JSC and its executive officers and also on the rate of remuneration and the membership of the Board of Directors and the Management Board of the “Development Bank of Kazakhstan” JSC in 2015.
The decision of the Management Board of JSC “Baiterek National Management Holding” on April 28, 2016Оn early termination of powers and election of a member of the Board of Directors of “Development Bank of Kazakhstan” JSC
The decision of the Management Board of JSC “Baiterek National Management Holding” on February 4, 2016.