JSC Development Bank of Kazakhstan Sukukholders Adjourned Notice of EGM

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1. JSC DEVELOPMENT BANK OF KAZAKHSTAN ISLAMIC MEDIUM TERM NOTES OF UP TO RINGGIT MALAYSIA ONE BILLION FIVE HUNDRED (RM1,500,000,000.00) IN NOMINAL VALUE (“SUKUK COMMODITY MURABAHAH”) IN ACCORDANCE WITH THE SHARIAH PRINCIPLE OF MURABAHAH (“PROGRAMME”) BY JSC DEVELOPMENT BANK OF KAZAKHSTAN (“ISSUER”) NOTICE OF ADJOURNED EXTRAORDINARY GENERAL MEETING OF HOLDERS OF SUKUK COMMODITY MURABAHAH IN RELATION TO SUKUK COMMODITY MURABAHAH OF SERIES 1 (“SUKUKHOLDERS”) NOTICE IS HEREBY GIVEN THAT following the adjournment of the Extraordinary General Meeting of the Sukukholders held on 31 March 2017 due to a quorum not being present, the adjourned Extraordinary General Meeting of the Sukukholders will be held at Meeting Room Perlis, Level 2, Tower 1, RHB Centre, Jalan Tun Razak, 50400 Kuala Lumpur on 17 April 2017 at 11.00 a.m. At any adjourned meetings, two or more persons present being Sukukholders or being proxies or representatives for Sukukholders shall form a quorum for the transaction of business. Background A. This notice is issued to the Sukukholders pursuant to paragraph 4 of Schedule 2 (Provisions For Meetings of Sukukholders) to the trust deed dated 25 July, 2012 (“Trust Deed”) made between the Issuer and Deutsche Trustees Malaysia Berhad (Company No.: 763590-H) (“DTMB”) in connection with the Sukuk Commodity Murabahah. B. Unless otherwise defined herein or the context otherwise requires, all capitalized words appearing in this notice shall have the meanings ascribed to them under the Trust Deed. C. By the Trust Deed, DTMB has agreed to act as trustee for the benefit of the Sukukholders upon the terms and conditions set out in the Trust Deed. D. By a notice of resignation dated 20 January 2016, DTMB has given the Issuer written notice of its intention to resign as trustee for the Sukukholders in respect of the Sukuk Commodity Murabahah and has proposed Malaysian Trustees Berhad (Company No: 21666-V) (“MTB”), a company incorporated in Malaysia under the Companies Act 1965, which is duly qualified to act as trustee under the Capital Markets and Services Act 2007 and registered as a trust corporation under the Trust Companies Act 1949, as its successor. E. By a letter dated 13 December 2016, the Issuer has confirmed that its Management Board has approved the appointment of MTB as DTMB’s successor once the approval of the Sukukholders has been obtained and the deed of novation between the Issuer, DTMB and MTB has been duly executed and MTB has agreed to accept those terms and conditions. F. DTMB has agreed to enter into a deed of novation with the Issuer, DTMB and MTB in relation to the Trust Deed (“Deed of Novation”).
2. G . Pursuant to the Trust Deed, the Issuer is now seeking the Sukukholders’ approval by way of an Extraordinary Resolution for the appointment of MTB as the successor trustee of DTMB. PURSUANT TO THE TERMS OF THE TRUST DEED, WE, THE SUKUKHOLDERS, HAVING CONSIDERED AND THOUGHT FIT, HEREBY RESOLVE THE FOLLOWING EXTRAORDINARY RESOLUTION:- EXTRAORDINARY RESOLUTION - APPOINTMENT OF NEW TRUSTEE THAT in relation to the resignation of Deutsche Trustees Malaysia Berhad as trustee for the Sukuk Commodity Murabahah Programme, approval be and is hereby given for the following:(a) that the appointment of Malaysian Trustees Berhad as trustee in accordance with the terms of the Trust Deed together with all rights, benefits, powers, duties and obligations of the trustee under the Trust Deed, as successor to Deutsche Trustees Malaysia Berhad, be and is hereby approved; (b) all of Deutsche Trustees Malaysia Berhad’s rights, benefits and obligations as trustee under the Trust Deed and all other related agreements to which Deutsche Trustees Malaysia Berhad is a party in its capacity as trustee, be and is hereby transferred to Malaysian Trustees Berhad; (c) subject to the passing of resolutions (a) and (b) above, Deutsche Trustees Malaysia Berhad be and is hereby discharged from any further obligation under the Trust Deed with effect from the date of the Deed of Novation which shall be duly executed by the respective parties but shall remain entitled to the benefit of the indemnity provisions in the Trust Deed; (d) subject to the passing of resolutions (a), (b) and (c) above, approval be and is hereby given to Malaysian Trustees Berhad, where required, full power and discretion to enter into any new agreement and execute any document upon such terms and conditions as Malaysian Trustees Berhad may deem fit or expedient and to further deal with all matters thereto and take all such steps and do all acts and things in such manner as Malaysian Trustees Berhad shall deem fit or expedient for the benefit of the Sukukholders in order to give full effect to resolutions (a), (b) and (c) above; and (e) pursuant to the passing of the preceding resolutions, Malaysian Trustees Berhad be and is hereby indemnified at all times by the Sukukholders against all actions, proceedings, claims and demands which Malaysian Trustees Berhad may render itself liable and all costs (including legal fees on a solicitor and client basis), charges, damages, expenses (including all out of pocket expenses) it may incur by acting upon such resolutions. By order of the Issuer JSC Development Bank of Kazakhstan Kuala Lumpur Date: 4 April 2017
3. Notes : 1. All resolutions at the meeting will be decided in the first instance by a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is demanded by the chairman or the Issuer or by one or more persons holding one or more Sukuk Commodity Murabahah or voting certificates or being proxies or representatives and holding or representing in aggregate not less than two percent (2%) in the Nominal Value of the Sukuk Commodity Murabahah for the time being Outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 2. On a show of hands every Sukukholder who is present in person or a person who produces a voting certificate, or a person who is a proxy or a representative of such Sukukholder shall have one (1) vote and on a poll every person who is so present shall have, of the Nominal Value of the Sukuk Commodity Murabahah so produced or represented by the voting certificate so produced or in respect of which he is a proxy or representative, one (1) vote in respect of each Sukuk Commodity Murabahah (if the Sukuk Commodity Murabahah are all in the same denomination) or the nominal value of the Sukuk Commodity Murabahah which is the highest integral common factor of the different denomination of Sukuk Commodity Murabahah (if there are Sukuk Commodity Murabahah of different denomination). Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way. 3. In case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the votes or votes (if any) which he may have as a Sukukholder or as a holder of a voting certificate or as a proxy or as a representative. 4. An “Extraordinary Resolution” means a resolution passed at a duly convened meeting of the Sukukholders (including any adjourned meetings) held in accordance with the Provisions For Meetings Of Sukukholders by a majority consisting of at least seventy five per cent (75%) of the votes cast. An Extraordinary Resolution passed at a meeting of Sukukholders duly convened and held in accordance with the Trust Deed shall be binding on all the Sukukholders, whether present or not present at the meeting, and they shall be bound to give effect to it accordingly. The passing of such a resolution shall be conclusive evidence that the circumstances of such resolution justify the passing of it. The Issuer shall give advice of the passing of an Extraordinary Resolution within fourteen (14) days but failure to do so shall not invalidate the resolution. 5. A Sukukholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy named in any block voting instruction or in the form of proxy need not be a Sukukholder. 6. The instrument appointing a proxy shall be in writing in English signed by the holder of the Sukuk Commodity Murabahah or, if the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer. Any holder of a Sukuk Commodity Murabahah which is a corporation may by delivering to the Trustee not later than 24 hours before the time fixed for any meeting, a resolution of its directors or other governing body in English authorise any person to act as its representative in connection with any meeting or proposed meeting of Sukukholders 7. The instrument appointing the proxy pursuant to paragraph 3 (b) (i) and (ii) of the Provisions for Meetings of Sukukholders, shall be deposited at the business address of Malaysian Trustees Berhad (Company No: 21666-V) at Level 11, Tower 1, RHB Centre, Jalan Tun Razak, 50400 Kuala Lumpur not less than 24 hours before the time fixed for any meeting or adjourned meeting or the taking of the poll at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.
4. 8 . Any proxy appointed pursuant to paragraph 3 (b) (i) and (ii) of the Provisions for Meetings of Sukukholders shall, so long as such appointment remains in force, be deemed, for all purposes in connection with any meeting or proposed meeting of Sukukholders specified in such appointment, to be the holder of the Sukuk Commodity Murabahah to which such appointment relates and the holder of the Sukuk Commodity Murabahah shall be deemed for such purposes not to be the holder. 9. A holder of a Sukuk Commodity Murabahah may obtain a voting certificate from the Trustee or require the Trustee to issue a block voting instruction not later than 48 hours before the time fixed for a meeting. Voting certificates and block voting instructions shall be valid until the conclusion of the said meeting and until then the holder of a voting certificate or (as the case may be) the proxy named in a block voting instruction shall, for all purposes in connection with any meeting of Sukukholders, be deemed to be the holder of the Sukuk Commodity Murabahah to which that voting certificate or block voting instruction relates and the Central Depository or any bearer of Definitive Certificates shall be deemed for such purposes not to be the holder of those Sukuk Commodity Murabahah. 10. Each block voting instruction shall be deposited at the business address of Malaysian Trustees Berhad (Company No:21666-V) at Level 11, Tower 1, RHB Centre, Jalan Tun Razak, 50400 Kuala Lumpur at least 24 hours before the time appointed for holding the meeting or adjourned meeting at which the proxy named in the block voting instruction proposes to vote and in default the block voting instruction shall not be treated as valid unless the chairman of the meeting decides otherwise before the meeting or adjourned meeting proceeds to business. A certified true copy of each block voting instruction shall if required by the Issuer be produced by the proxy at the meeting or adjourned meeting but the Issuer shall not thereby be obliged to investigate or be concerned with the validity of, or the authority of, the proxy named in a block voting instruction. 11. A vote cast in accordance with the terms of a block voting instructions shall be valid even if the block voting instruction or any of the Sukukholders’ instructions pursuant to which it was executed has been previously revoked or amended, unless written intimation of such revocation or amendment is received by the Trustee at its specified office (or such other place as may have been specified by the Issuer for the purpose) or by the chairman of the meeting in each case at least 24 hours before the time fixed for the meeting or adjourned meeting at which the block voting instruction is used. 12. “Voting Certificate” means a certificate in English issued by the Trustee, as of the Record Date and in which it is stated that on that date the identity of the Sukukholder and number of Sukuk Commodity Murabahah in which he has an interest (not being Sukuk Commodity Murabahah in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjournment of it) and that the Sukukholder is entitled to attend and vote at such meeting or any adjournment of it in respect of such Sukuk Commodity Murabahah. 13. “Block voting instruction” means a document in English issued by the Trustee, and stated as of the Record Date in which :(a) It is stated the identity of the Sukukholders (not being holders of Sukuk Commodity Murabahah in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction or any adjournment of it) and their respective interests in the Sukuk Commodity Murabahah; and (b) It is certified that each Sukukholder or a duly authorised agent on his behalf has instructed the Trustee that the votes attributable to his Sukuk Commodity Murabahah so deposited should be cast in a particular way in relation to each resolution to be put to such meeting or any adjournment of it and that all instructions are, during the period of 48 hours before the time fixed for such meeting or adjourned meeting, neither revocable nor subject to amendment; and
5. (c) A person named in such document (a “proxy”) is authorised and instructed by the Sukukholders to vote in respect of the Sukuk Commodity Murabahah so listed in accordance with the instructions which have been given (i) to vote for or (ii) to vote against any resolution.
6. JSC DEVELOPMENT BANK OF KAZAKHSTAN (Incorporated in the Republic of Kazakhstan) FORM OF PROXY * I/We NRIC No. : (*Company No. / ) being a holder of the Sukuk Commodity Murabahah in respect of Islamic securities programme of up to RM1,500,000,000 issued in accordance with the Shariah principles of Murabahah by JSC Development Bank of Kazakhstan, entitled to the benefit of the Trust Deed dated 25 July 2012 (“Trust Deed”) made between JSC Development Bank of Kazakhstan and Deutsche Trustees Malaysia Berhad (Company No.: 763590-H) and to vote at the adjourned Extraordinary General Meeting of Sukukholders under the said Trust Deed, hereby appoint ____________________________________ (NRIC No. ____________________) of___________________________________________________________________________________________ _______________________ or failing him/her, the *Chairman of the meeting, as * my/our proxy to attend and vote for * me/us on my/our behalf at the adjourned meeting of the Sukukholders to be held Meeting Room Perlis, Level 2, Tower 1, RHB Centre, Jalan Tun Razak, 50400 Kuala Lumpur on 17 April 2017 at 11.00 a.m. Please indicate the manner in which you wish your votes should be cast, with an “x” in the appropriate spaces below. Unless voting instructions are specified therein, the proxy will vote or abstain from voting as he/she thinks fit. RESOLUTION FOR AGAINST EXTRAORDINARY RESOLUTION - APPOINTMENT OF NEW TRUSTEE Signature Nominal Value of Sukuk Commodity Murabahah of Series 1 (Stock Code VI120285) Held (If the Sukukholder is a corporation, this part should be executed either under its seal or under the hand of an officer or attorney duly authorised) Dated this day of ____________________ 2017.
7. Notes : 1. A Sukukholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a Sukukholder. 2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his duly constituted attorney, or if such appointer is a corporation, under its common seal or the hand of an attorney or officer duly authorised. 3. The instrument appointing the proxy shall be deposited at the business address of Malaysian Trustees Berhad (Company No:21666-V) at Level 11, Tower 1, RHB Centre, Jalan Tun Razak, 50400 Kuala Lumpur not less than 24 hours before the time appointed for holding the meeting and in default the instrument of proxy shall not be treated as valid. * Delete where not applicable