Halyk Bank AO : MATERIALS FOR SHAREHOLDERS’ CONSIDERATION ON THE AGENDA OF THE ANNUAL GENERAL SHAREHOLDERS’ MEETING OF JSC HALYK BANK TO BE HELD ON APRIL 25, 2014

Item 1 of the agenda: "Approval of the agenda of the Annual General Shareholders' Meeting of JSC Halyk Bank".

The following agenda published in "EgemenKazakhstan" and "Kazakhstanskaya Pravda" newspapers and on the London Stock Exchange web-site on March 12, 2014 is proposed for approval:

1. Approval of the agenda of the Annual General Shareholders' Meeting of JSC Halyk Bank;
2. Approval of JSC Halyk Bank's annual financial statements for the year ended 31 December 2013;
3. Approval of distribution of JSC Halyk Bank's net income for the year ended 31 December 2013. Adoption of a resolution on payment of dividends on JSC Halyk Bank's common shares. Approval of the amount of dividend per common share of JSC Halyk Bank;
4. Consideration of 2013 Performance Report of the Board of Directors of JSC Halyk Bank;
5. Determination of the quantitative composition of the Board of Directors of JSC Halyk Bank;
6. Determination of the term of office of the Board of Directors of JSC Halyk Bank;
7. Election of the members to the Board of Directors of JSC Halyk Bank;
8. Approval of the acquisition of 100% of the share capital in SB HSBC Bank Kazakhstan JSC;
9. Adoption of amendments and additions to the Methodology for determining the value of shares at their redemption by JSC Halyk Bank on the unorganized securities market;
10. Informing shareholders on the amount and structure of remuneration of the members of the Board of Directors and the Management Board of JSC Halyk Bank;
11. Consideration of information on shareholders' appeals on actions of JSC Halyk Bank and its officials, and on results of consideration thereof;
12. Determination of the quantitative composition and the term of office of the Counting Board of JSC Halyk Bank, election of the members to the Counting Board of JSC Halyk Bank.

Item 2 of the agenda: "Approval of JSC Halyk Bank's annual financial statements for the year ended 31 December 2013".

Dear shareholders,

The Board of Directors of the Bank proposes to approve the annual financial statements of JSC Halyk Bank and Independent Auditors' Report for the year ended 31 December 2013 which is available at the corporate website of JSC Halyk Bank http://halykbank.kz/en/financial-reports.

Item 3 of the agenda: "Approval of distribution of JSC Halyk Bank's net income for the year ended 31 December 2013. Adoption of a resolution on payment of dividends on JSC Halyk Bank's common shares. Approval of the amount of dividend per common share of JSC Halyk Bank".

Dear shareholders,

In accordance with the requirements of Article 36 of the Law of the Republic of Kazakhstan "On Joint Stock Companies", approval of distribution of the company's net income for the reporting financial year, adoption of a resolution on payment of dividends on common shares and approval of the amount of dividend per common share is an exclusive authority of the general shareholders' meeting. In this regard, the Board of Directors of the Bank proposes the following resolutions on the third item of the agenda.

To approve the following distribution of net income of JSC Halyk Bank received by the Bank from its operations in 2013:

• · part of net income in amount not exceeding KZT 1,856,785,570.56 (one billion eight hundred fifty six million seven hundred eighty five thousand five hundred seventy tenge and fifty six tiyn) to be allocated for payment of dividends on preferred shares of JSC Halyk Bank (NIN KZ1Р33870117) and preferred shares convertible to common shares of JSC Halyk Bank (NIN KZ1Р33870216), in the amount stipulated by Prospectus on issue of shares of JSC Halyk Bank and in the order stipulated by the authorized body of JSC Halyk Bank;
• · part of net income to be allocated for payment of dividends on common shares of JSC Halyk Bank for the amount KZT 1.70 (one tenge and seventy tiyn) (including the amount of taxes payable under the legislation of theRepublicofKazakhstan) per common share of JSC Halyk Bank.
• · To approve the following procedure for payment of dividends on common shares of JSC Halyk Bank:

−     determine May 1, 2014 (00.00 a.m.) as a record date for the list of shareholders eligible to receive dividends on common shares;

−     start payment of dividends on June 2, 2014;

−     dividend payment method - wire transfer and (or) cash payment;

−     reserve capital of JSC Halyk Bank as of  January 01, 2014 in the amount of KZT 53,761,496,727,21 (fifty three billion seven hundred sixty one million four hundred ninety six thousand and seven hundred twenty seven tenge and twenty one tiyn), shall not be dissolved and shall be left unchanged;

−     part of net income of JSC Halyk Bank for 2013, remained after payment of dividends for preferred shares, preferred shares convertible to common shares and common shares of JSC Halyk Bank, shall not be distributed and shall be allocated to retained earnings.

Item 4 of the agenda: "Consideration of 2013 Performance Report of the Board of Directors of JSC Halyk Bank".

Dear shareholders,

In accordance with the Corporate Governance Code of JSC Halyk Bank the Annual General Shareholders' Meeting evaluates the results of activities of the Bank's Board of Directors.

In this regard, the Board of Directors should give a formal and strict assessment of its own activity as well as activity of its committees and members of the Board of Directors.

In order to fulfill this requirement, please be informed that activities the Board of Directors were aimed on implementation of the Corporate Strategy of Halyk Group's for 2013-2015 and were performed in strict compliance with corporate governance standards. In order to discuss the most important and strategic issues of the Bank's activities there were held meetings of the Board of Directors with participation of foreign independent directors. In cases where it was permitted by legislation, resolutions of Board of Directors on issues requiring prompt response were adopted by absentee voting.  

In total during 2013 the Board met four times in-person (42 items considered), and 366 by absent voting (544 items considered).

We systematically reviewed:

−     half yearly - the reports of the Bank's Management Board and subsidiaries on implementation of the Strategy;

−     quarterly reports of the Bank's Management Board on the results of activities and implementation of the budget of Halyk Group, upon the results of which the Board of Directors made appropriate amendments;

−     information on current status of 20 largest projects of the Bank, including loans and contingent liabilities;

−     issues of risk management, in particular, the quality analysis of the loan portfolio, analysis of related-party transactions in order to prevent preferential conditions when crediting such parties;

−     internal audit issues.

The Board considered the results of stress-testing of the Bank's loan portfolio with scenarios of development of world economy and assessment of impact on the loan portfolio and equity of the Bank.

In 2013 the Financial Markets Supervision Committee conducted inspection of the Bank's activities, upon the results of which, the committee has recommended to the Management Board to approve the action plan on improvement of the Bank's work practice.

The Board considered the report of corporate secretary on practices of corporate governance in subsidiaries of the Bank. The Board noted that current model of management in the Bank's subsidiaries is in compliance with current goals and purposes of the Group.

The Board also ensures due control over performance of the Management, internal audit service and other bodies of the Bank via the Board's Committees:

−     Audit Committee;

−     Nominations and Remunerations Committee;

−     Strategic Planning Committee;

−     Social Committee.

Below is the statistics on meetings of the Committees:

The most important issues considered by the Committees included:

-     Interim results of the Corporate Strategy of Halyk Group for 2013-2015;

-     The results of audit of the business-processes by internal audit, including processes of corporate governance and cooperation with shareholders;

-     Reviews of current practices of risk-management in the Bank and its subsidiaries;

-     Information about scheduled comprehensive inspection of the Bank conducted by the Financial Markets Supervision Committee as of 01.02.2013;

-     Changes in the composition of the Board of Directors (exit of Mr. Damitov and election of Mr. Dunayev);

-     The Bank's social expenses budget (sponsorship and charity) for 2014.

All members of the Board of Directors participated in the Bank's activities efficiently and performed their duties conscientiously to the benefit of the Bank and its shareholders.

Therefore, it appears the Bank's Board of Directors acted within the frame of implementation of the Corporate Strategy of Halyk Group for 2013-2015 and fulfilment of duties by the Board members was efficient.

In respect of the above, please take notice of the Board's report on 2013 performance and acknowledge the performance of the Board as well as fulfilment of duties of the members of the Board as positive.

Item 5 of the agenda: "Determination of the quantitative composition of the Board of Directors of JSC Halyk Bank".

Dear shareholders,

The Board of Directors of the Bank proposes to approve the number of members of the Board of Directors of JSC Halyk Bank as follows: 7 (seven) members.

Item 6 of the agenda: "Determination of the term of office of the Board of Directors of JSC Halyk Bank".

Dear shareholders,

The Board of Directors of the Bank proposes to approve the term of the members of the Board of Directors of JSC Halyk Bank - 3 (three) years, expiring on the date of an Annual General Shareholders' Meeting where the new Board of Directors is to be elected.

Item 7 of the agenda: "Election of the members to the Board of Directors of JSC Halyk Bank".

Dear shareholders,

The Board of Directors of the Bank proposes to appoint the following persons as members of the Board of Directors of the Bank:

1. Arman Dunayev;
2. Mazhit Yessenbayev;
3. Christof Ruehl;
4. Alexander Pavlov;
5. Ulf Wokurka;
6. Franciscus Cornelis Wilhelmus (Frank) Kuijlaars;
7. Umut Shayakhmetova.

Below is the information on the proposed candidates to the Board of Directors of the Bank.

Arman Dunayev holds a degree in Political Economy from theKazakhStateUniversityand PhD from theMoscowStateUniversity. From 2003 to 2004 he was Chairman of the Management Board of the National Innovation Fund. Between 2004 and 2006 Mr. Dunayev was First Deputy Minister of finance and Minister of finance of theRepublicofKazakhstan. From 2006 to 2008 he was Chairman of the Agency of the Republic of Kazakhstan for the control and supervision of the financial market and financial organizations and from 2008 to 2011 he was Chairman of the Management Board of Sustainable Development Fund Kazyna, Deputy Chairman of the Management Board of the National Welfare Fund Samruk-Kazyna, Chairman of the Board of Directors of Kazyna Capital Management. Mr. Dunayev was Chairman of the Board of Directors of BTA Bank, Advisor to the Chairman of the Management Board of Samruk-Kazyna and the member of the Board of Directors of Sekerbank,Turkeybetween 2009 and 2013. Since 2008 he has been Chairman of the Board of Directors of Distressed Asset Fund and the member of Advisors Committee of the Board of Directors of Tele2 Ltd.

In accordance with the Article 64 of the Law ofKazakhstan"On Joint Stock Companies" Mr. Dunayev is not an affiliated person to Halyk Bank.

Note: The candidacy is nominated for election as an Independent Director of Halyk Bank under Kazakh legislation.

Mazhit Yessenbayev graduated from Kazakh Polytechnic Institute named after V.I. Lenin in 1972, holds PhD Degree in economics. From 1994 to 1996 Mr. Yessenbayev headed the main tax office of the Ministry of Finance ofKazakhstan, was First Deputy Minister of Finance of Kazakhstan. From 1996 to 1997 he was Chairman of the State Tax Committee of the Ministry of Finance ofKazakhstan, Chairman of the Tax Committee of the Ministry of Finance ofKazakhstan. From 1997 to 1999 Mazhit Yessenbayev served as Governor of Karaganda Region and then from 1999 to 2002 was a Minister of Finance of Kazakhstan. From 2002 to 2003 Mr. Yessenbayev was Minister of Economy and Trade, Minister of Industry and Trade of Kazakhstan. From 2003 to 2004 he was Assistant to President of theRepublicofKazakhstan. From 2004 to 2008 Mr. Yessenbayev was Governor of Akmola Region. From 2008 to 2012 he was Chairman of the Agency of theRepublicofKazakhstanfor Competition Protection. From 2012 to 2013 he served as Chairman of Customs Control Committee of the Ministry of Finance. From 2013 to 2014 Mazhit Yessenbayev was advisor to the Chairman of the Board of Directors - General Representative of JSC Halyk Bank. In February 2014 Mr. Yessenbayev was appointed as CEO, member of the Board of Directors of Holding Group Almex JSC.

In accordance with the Article 64 of the Law ofKazakhstan"On Joint Stock Companies" Mr. Yessenbayev is an affiliated person to Halyk Bank.

Note: The candidacy for election as a member of the Board of Directors is nominated to represent interests of Holding Group Almex JSC, major shareholder of Halyk Bank.

Christof Ruehl has been Chairman of the British Institute of Energy Economics inLondon. In 2007 he became Group Chief Economist and Vice President of BP plc. Since 2005 he has been the Deputy Chief Economist of BP plc and, before that, worked for the World Bank Group where he was Senior Economist in Washington from 1998 to 2001, Chief Economist inMoscowfrom 2001 to 2004, and Lead Economist and Sector Leader inBrazilfrom 2004 to 2005. He previously worked in academia, most recently at theUniversityofCalifornia,Los Angeles, where he was Professor of Economics. Mr. Ruehl holds an MA in economics from the University of Bremen, Germany. He was appointed to the Board of Directors of the Bank in June 2007.

In accordance with the Article 64 of the Law ofKazakhstan"On Joint Stock Companies" Mr. Ruehl is not an affiliated person to Halyk Bank.

Note: The candidacy is nominated for election as an Independent Director of Halyk Bank under Kazakh legislation.

Alexander Pavlov graduated from the Belarusian State Institute of People's Economy in 1974. Between 1994 and 2004 he worked as a government official for theRepublicofKazakhstan. He started as Minister of Finance and later became Deputy Prime Minister, progressing to First Deputy Prime Minister. From 2000 to 2002, he served as Vice President and Vice Chairman of the Board of Directors of Kazakhmys plc. In 2004, Mr. Pavlov became an external consultant to the Bank and from March 2004 has acted as Chairman of the Board of Directors of the Bank, Independent Director.

In accordance with the Article 64 of the Law ofKazakhstan"On Joint Stock Companies" Mr. Pavlov is not an affiliated person to Halyk Bank.

Note: The candidacy is nominated for election as an Independent Director of Halyk Bank under Kazakh legislation.

Ulf Wokurka graduated from theMartinLutherUniversity(Germany) and from Moscow State Institute of International Relations. In 1990 he joined Deutsche Bank AG in Frankfurt am Main, where starting from 1992 he worked as a relationship manager of German mid-caps. From 1993 to1996 he was Head of Representative Offices of Deutsche Bank AG and Morgan Grenfell & Co. Limited in Almaty. From 1996 to 1999 he worked as the manager of Project and Export Finance Department in Deutsche Bank AG,Londonand Assistant Director of the Project and Export Finance Department at Deutsche Bank Securities (Inc.),New York. In 1999 he was appointed as Director in the Corporate and Investment Banking Division in Deutsche Bank AG,Frankfurt. From 2006 to 2008 Mr. Wokurka was Deputy Chairman of the Management Board and CFO of the Kazakhstan Holding for Management of State Assets "Samruk" and Chairman of the Board of Directors of JSC Kazpost. In 2007 Mr. Wokurka was elected as member of the International Advisory Board of RFCA, Independent Director of the Board of Directors of JSC Kazakhstan Development Bank, member of Kazakhstan Independent Directors' Association, Independent Director of the Board of Directors of JSC Kazyna Capital Management. From 2008 to 2010 he served as Managing Director of Metzler Asset Management Gmbh,Frankfurtand Independent Director of the Board of Directors of JSC BTA Bank. In 2010 Mr. Wokurka was appointed as Managing Director of Deutsche Bank, AG,Frankfurt, Chief Country Officer Kazakhstan and Head of Deutsche Bank's Representative Office in Almaty.

In accordance with the Article 64 of the Law ofKazakhstan"On Joint Stock Companies" Mr. Wokurka is not an affiliated person to Halyk Bank.

Note: The candidacy is nominated for election as an Independent Director of Halyk Bank under Kazakh legislation.

Franciscus Cornelis Wilhelmus (Frank) Kuijlaars received a Master's Degree in Law from theUniversityofErasmus,Rotterdam, The Netherlands in 1982. He holds a Certificate in Banking and Insurance from the Dutch Institute for Banks and Insurance Companies, The Netherlands. From 1990 to 2007 Mr. Kuijlaars served as Head of Corporate and Investment Banking, Belgium, Regional Manager Brazil, Country Manager, Russia and Argentina, Head Integrated Energy, Member of the Supervisory Board in Russia, Kazakhstan and Uzbekistan, Global Head Oil & Gas, EVP Investment Banking, Global Head Oil & Gas/Chemicals, EVP Global Head Energy and Resources at ABN AMRO Bank. In 2006 Mr. Kuijlaars was appointed as Independent Director of JSC National Company KazMunayGas. In 2008, he was Head of Energy and Resources CEEMEA,Western Europe, Global Head Energy and Resources, Member of EXCO Corporate & Investment Banking and CEO of non-presence countries at RBS. Mr. Kuijlaars is a member of the Foreign Investment Council to the President of Kazakhstan. He was appointed to the Board of Directors of the Bank in April 2009.

In accordance with the Article 64 of the Law ofKazakhstan"On Joint Stock Companies" Mr. Kuijlaars is not an affiliated person to Halyk Bank.

Note: The candidacy is nominated for election as an Independent Director of Halyk Bank under Kazakh legislation.

Umut Shayakhmetova graduated in 1993 from theUniversityofPeople's Friendship inMoscow. In 1996, she received an MBA fromRutgers University,New Jersey. In 1997, she joined ABN AMRO BankKazakhstanand held various positions in project finance teams and later became Chairperson of the Management Board of ABN AMRO Asset Management. From March 2000 to November 2004, Ms. Shayakhmetova worked as Deputy Chairperson of the Management Board of ABN AMRO Bank. She has been a Deputy Chairperson of the Bank since November2004. InJanuary 2009, Ms. Shayakhmetova was appointed as Chairperson of the Management Board of the Bank. She was appointed to the Board of Directors of the Bank in April 2009.

In accordance with the Article 64 of the Law ofKazakhstan"On Joint Stock Companies" Mrs. Shayakhmetova is an affiliated person to Halyk Bank.

Item 8 of the agenda: "Approval of the acquisition of 100% of the share capital in SB HSBC Bank Kazakhstan JSC".

Dear shareholders,

Оn 26 February 2014 the Bank signed the agreement with HSBC Bank plc on acquisition of 100% shares of SB JSC "HSBC" (further - HSBC Kazakhstan).

This deal will allow strengthening the leading position of Halyk Bank in theKazakhstanbanking sector, attracting new customers in the retail segment and among large national companies and large international companies operating inKazakhstan, and give momentum for further development of private banking and internet banking.

In accordance with sub-clause 18), clause 2, Article 31 of the Bank's Charter and sub-clause 15), Clause 2, Article 53 of the Law of the Republic of Kazakhstan "On Joint Stock Companies", the adoption of resolution on acquisition (dispossession) by the Bank of ten and more per cent of shares (participation share in charter capital) of other legal entities is the competence of the Bank's Board of Directors. Therefore, the Bank's Board of Directors adopted the resolution on acquisition by the Bank of 100% shares of HSBC Kazakhstan.

Though, in order to obtain an approval for acquisition of status of bank holding in accordance with sub-clause 1), clause 5 of Article 17-1 of the Law of the Republic of Kazakhstan "On the bank and banking operations in the Republic of Kazakhstan" the Bank shall submit to the authorized body a copy of the resolution of the highest body on acquisition of shares. Because the highest body of the Bank is the General Shareholder's Meeting in accordance with clause 1, Article 24 of the Bank's Charter the item on approval of acquisition of 100% shares of HSBC Kazakhstan is put for voting at the Annual General Shareholder's Meeting.

In accordance with the above, the Board of Directors of the Bank and the Management Board of the Bank propose to approve acquisition by the Bank from HSBC Bank plc of 70 500 (seventy thousand five hundred) of common shares of HSBC Kazakhstan, representing 100% (hundred percent) of placed shares of HSBC Kazakhstan.

Item 9 of the agenda: "Adoption of amendments and additions to the Methodology for determining the value of shares at their redemption by JSC Halyk Bank on the unorganized securities market".

Dear shareholders,

The Board of Directors proposes to approve amendments and supplements to the Redemption price estimation methodology of JSC Halyk Bank:

1. Clause 19 of the Methodology shall be revised to read as follows:

"19. Redemption of allocated shares upon an initiative of the Bank is performed by signing the shares purchase and sale transaction and its registration according to the procedure, determined by the current legislation of the Republic of Kazakhstan by means of signing the Bank's shares purchase and sale agreement on the basis of written application of the Bank's shareholder or his authorized/legal representative. The application on share redemption by the Bank is provided by the shareholder or his authorized/legal representative in a form of the Bank, determined by the Bank's internal regulations. During the performance of share redemption under an initiative of the Bank the form on share redemption by the Bank is located at corporate web-site of the Bank or is provided to the shareholder or his authorized/legal representative by the employees of the Bank on the item of share redemption by the Bank at terms, proposed by the Bank.

The application for share redemption by the Bank shall be filled and singed by the Bank's shareholder in his own hand or his authorized/legal representative on the basis of appropriate documents. Then this application shall be sent to Head Bank directly or through oblast/regional branches of the Bank (outlets of the Bank,PersonalServiceCenters, VIP-centers and etc.).

A copy of document of identification (for individual), or a copy of a certificate of state registration (re-registration) of legal entity (inquiries on state registration (re-registration) shall be attached to the application for share redemption by the Bank. In case, if the application is submitted by the authorized/legal representative of the shareholder instead of the shareholder - a copy of document, confirming the authorities of this representative, a copy of document of identification/state registration (re-registration) of the shareholder, so in this case, the Bank is entitled to demand other additional documents (if the requirements of such documents are not contradict to the legislation of the Republic of Kazakhstan), required in order to conclude the Bank's shares purchase and sale agreement."

1. Clause 41 and 42 of the Methodology shall be revised to read as follows:

"41. The application of the shareholder on the Bank's share redemption shall be in written and in form, determined by the Bank's internal regulations, and to contain a definite and clear proposal to the Bank on conclusion of the shares purchase and sale transaction, indication of shares quantity which is proposed by the shareholder for sale, price of sale and other significant conditions of transaction, address and, if any, contact telephone numbers of shareholder. The application form for the Bank's share redemption is provided by the Bank's employee by personal appeal of the shareholder to the Bank with intention to sale shares to the Bank or his authorized/legal representative.

A copy of document of identification (for individual), or a copy of a certificate of state registration (re-registration) of legal entity (inquiries on state registration (re-registration) shall be attached by the Bank's shareholder to the application for share redemption. In case, if the application will be submitted by the authorized/legal representative of the shareholder instead of the shareholder - a copy of document, confirming the authorities of this representative, a copy of document of identification/state registration (re-registration) of the shareholder, so in this case, the Bank is entitled to demand other additional documents (if the requirements of such documents are not contradict to the legislation of the Republic of Kazakhstan), required in order to conclude the Bank's shares purchase and sale transaction."

"42. The shareholder's application on redemption of shareholders' shares shall be sent to Head Bank directly or through oblast/regional branches of the Bank (outlets of the Bank, PSC, VIP-centers and etc.)".

Item 10 of the agenda: "Informing shareholders on the amount and structure of remuneration of the members of the Board of Directors and the Management Board of JSC Halyk Bank".

Dear shareholders,

In accordance with Article 35 of the Law of the Republic of Kazakhstan "On Joint Stock Companies", the Chairman of the Board of Directors of a joint stock company informs the shareholders of the company at an annual general shareholders' meeting on the amount and structure of remuneration of the members of the Board of Directors and the executive board of the company. 

Remuneration of the members of the Board of Directors and the Management Board of the Bank is based on employment contracts (agreements) concluded in accordance with the requirements of Article 59 of the Law of theRepublicofKazakhstan"On Joint Stock Companies" and resolutions of the Bank's authorities. 

Payment of bonuses to the members of the Bank's Management Board is made in accordance with principles of the Corporate Governance Code of JSC Halyk Bank, based on the results of positive financial performance of the Bank for the reporting period and personal contribution of each member of the Management Board to achieving the results of the Bank's operations.

Item 11 of the agenda: "Consideration of information on shareholders' appeals on actions of JSC Halyk Bank and its officials, and on results of consideration thereof".

Dear shareholders,

In order to fulfill the requirements of Article 35 of the Law of the Republic of Kazakhstan "On Joint Stock Companies", please be informed that the information on shareholders' appeals to actions of JSC Halyk Bank and its officials and results of such consideration is submitted for consideration of the Annual General Shareholders' Meeting.

According to the decision adopted by the Board of Directors on 11 May 2012 (minutes #119) the work was conducted on acceptance and processing the documents on payment of financial aid to shareholders of JSC Halyk Bank - individuals, holders of common shares (for the amount KZT 10 per common shares). In 2013 these payments were made in the amount of KZT 3.14 million for 558 shareholders. Moreover, in 2013 the payment of financial aid was accomplished in honor of 65 years of Victory in the Great Patriotic War, so the payment to 32 shareholders of JSC Halyk Bank of appropriate categories was in the amount of KZT 480 thousand.

The shareholders of JSC Halyk Bank submitted 35 appeals regarding the payment of dividends, financial aid, the results of initial public offerings auction of JSC Halyk Bank, possibility of share redemption of JSC Halyk Bank, provision of information on withholding of income tax, other items on activities of JSC Halyk Bank, as well as the legislation on security market, to which the following answers were given:

10 appeals of the shareholders of JSC Halyk Bank were considered regarding the items of allocation and circulation of shares, including payments of dividends, the order the Bank informs shareholders about its activities were considered. Upon review of these appeals the applicants were given explanations on procedures and conditions for the placement of the Bank shares and the payment of dividends on such shares;

2 appeals of the shareholders on share price and possibility to sell the shares of JSC Halyk Bank were considered;

3 appeals of the shareholders on the results of initial public offerings auction of JSC Halyk Bank and presence of shares of JSC Halyk Bank in possession of the applicants were considered, to which the full and complete replies were provided;

10 appeals of the shareholders on receiving financial aid / sponsorship were considered, to which the appropriate explanations were provided on procedure of payment of financial aid to the shareholders of JSC Halyk Bank - individuals;

1 appeal of the shareholder on the procedure of informing shareholders on holding the Annual General Shareholders' Meetings of JSC Halyk Bank was considered;

2 appeals of the shareholders on the general items of cooperation with the shareholders of JSC Halyk Bank were considered, to which the full and complete replies were provided;

7 appeals regarding the possibility of provision of the income tax deduction verifications under the payment of dividends on common shares of the Bank for certain periods were considered. As a result, appropriate tax deduction verifications have been prepared and submitted.

In accordance with Article 44 of the Law of the Republicof Kazakhstan"On Joint Stock Companies" the Board of Directors of JSC Halyk Bank proposes to the Annual General Shareholder's Meeting to take note of provided information on shareholders' appeals of JSC Halyk Bank on actions of JSC Halyk Bank, and its officials, and on results of consideration thereof.

Item 12 of the agenda: "Determination of the quantitative composition and the term of office of the Counting Board of JSC Halyk Bank, election of the members to the Counting Board of JSC Halyk Bank".

Dear shareholders,

In accordance with Article 36 of the Law of the Republic of Kazakhstan "On Joint Stock Companies" and sub-clause 5), clause 1, Article 26 of the Bank's Charter, the determination of the quantitative composition, the term of office of the Counting Board and election of the members to the Counting Board are referred to an exclusive competence of the General Shareholders' Meeting.

The term of office of the existing composition of the Counting Board of JSC Halyk Bank, determined by the resolution of the Annual General Shareholders' Meeting of the JSC Halyk Bank dated 19 April 2012 (the minutes # 30 dated 19.04.2012) was two years, expiring as of the moment of re-election of the members of Bank's Counting Board at the Annual General Shareholders' Meeting.

Therefore, at the moment of the Annual General Shareholders' Meeting of JSC Halyk Bank on 25 April 2014, the term of office of the Counting Board will expire.

In this regard, the Bank's Board of Directors proposes the following:

1) to approve the number of members of the Counting Board of JSC Halyk Bank - 7 (seven) persons;

2) to approve the term of the Counting Board of JSC Halyk Bank - 2 (two) years, expiring as of the moment of re-election of the members of the Counting Board by the Annual General Shareholders' Meeting;

3) to elect the following persons as members of the Counting Board of JSC Halyk Bank: