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Monday 30 November, 2009

Temirbank JSC

Notice of Meeting to Holders

RNS Number : 2637D
Temirbank JSC
30 November 2009
 



Notice of Meeting to Holders of U.S.$500,000,000 9.5% Senior Notes Due 2014 Issued Under the U.S.$1,200,000,000 Global Medium Term Note Programme

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT ADVISERS IMMEDIATELY

TEMIR CAPITAL B.V.
(a private company with limited liability incorporated under the laws of The Netherlands)
(the "
Issuer")

NOTICE OF MEETING

of the holders of those of the

U.S.$500,000,000 9.5% Sr. Notes due 2014 of the Issuer presently outstanding (the "Notes")

unconditionally and irrevocably guaranteed by 

JSC TEMIRBANK 
(
a joint stock company organised in the Republic of Kazakhstan)

and listed on the official list of the UK Listing Authority

Common Code (Regulation S Notes): 030171667
ISIN (Regulation S Notes): US87973XAA54

CUSIP (Regulation S Notes): 87973XAA5

Common Code (Rule 144A Notes): 030171683
ISIN (Rule 144A Notes): US87973TAA43

CUSIP (Rule 144A Notes): 87973TAA4

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule H (Provisions for Meetings of Noteholders) to the trust deed dated 25 April 2007 as supplemented by the Final Terms dated 16 May 2007 and as amended and supplemented by the Supplemental Trust Deed dated 27 November 2009 (the "Trust Deed") between the Issuer, JSC Temirbank (the "Guarantor") and BNY Corporate Trustee Services Limited (the "Trustee") in respect of the above-referenced Notes, a meeting (the "Noteholders' Meeting") of the holders of the Notes (the "Noteholders") convened by the Guarantor will be held at or about 09:30 a.m. (London time) (or sooner if the Noteholders' Meeting in respect of the 2011 Notes concludes earlier) on Tuesday 22 December 2009 at the offices of Denton Wilde Sapte LLP at 1 Fleet Place, London EC4M 7WS, United Kingdom for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed. Unless the context otherwise requires, terms used in this Notice of Noteholders' Meeting (including the Extraordinary Resolution) shall bear the meanings given to them in the Trust Deed and/or the information memorandum published by the Guarantor dated 30 November 2009 (the "Information Memorandum").


Early Submission Payment

The FMSA's deadline for obtaining Binding Approval of the Restructuring does not allow time for adjourned Noteholders' Meetings to be held.  (See "Chairman's Letter - Consequences of the Restructuring Not Being Implemented by 30 December 2009".) 

In order to encourage the required quorum of Noteholders to vote at the Noteholders' Meetings scheduled for Tuesday 22 December 2009 the Bank is willing to pay an additional cash amount equal to U.S.$ 10.00 per U.S.$1,000.00 in principal amount outstanding of the Notes in respect of which the relevant Noteholder validly submits Voting Instructions in accordance with the provisions described below.

Payment of the Early Submission Payment to any Noteholder is conditional upon the Restructuring being successfully completed. Provided this condition is met, the Early Submission Payment will be paid to qualifying Noteholders as soon as reasonably practicable after the Distribution Date. Holders who acquire Notes held through Euroclear or Clearstream, Luxembourg after the Early Submission Deadline will not be eligible to receive the Early Submission Payment. Holders who acquire International Notes held through DTC after the DTC Record Date will not be able to exercise their vote or receive the Early Submission Payment.

The Bank reserves the right (in its absolute discretion) to pay the Early Submission Payment also to all (but not some only) other Noteholders of the Notes. If the Bank exercises this discretion in relation to the Notes, it shall do so also in relation to the 2011 Notes.

Noteholders holding Notes through Euroclear or Clearstream, Luxembourg who deliver Electronic Voting Instructions or Noteholders holding Notes through DTC who deliver DTC Instructions in favour of or against the relevant Extraordinary Resolution(s) prior to the Early Submission Deadline of 5:00 P.M. (London time) on Tuesday 15 December 2009, and do not revoke such instructions (the last date for revocation being the Voting Instruction Deadline of Monday 21 December 2009), shall be eligible to receive the Early Submission Payment in an amount of U.S.$10 per U.S.$1,000 in principal amount of the Notes which are the subject of such instructions, subject, in each case, to the Restructuring Date occurring and the compliance with the other requirements described herein.

In the respect of Notes held through DTC the Guarantor has set a DTC Record Date of 30 November 2009. Only the DTC Direct Participants who appear on the omnibus proxy issued by DTC on such date will be entitled to vote. In the event that the aggregate principal amount of Notes the subject of the sub-proxies issued by any DTC Direct Participant exceeds the DTC Direct Participant's holding as shown by the omnibus proxy on the DTC Record Date, all sub-proxies issued by such DTC Direct Participant will not be accepted and no Early Submission Payment will be payable in respect thereof. If a DTC Direct Participant delivers a DTC Instruction without payment instructions, or with incomplete payment instructions, the DTC Direct Participant will not be entitled to an Early Submission Payment with respect to such instruction.

In order to be eligible to receive an Early Submission Payment, Noteholders and Direct Participants must take the appropriate steps through the relevant Clearing System to ensure that Notes held through Euroclear and Clearstream, Luxembourg the subject of Electronic Voting Instructions are blocked by the Early Submission Deadline and that such Notes remaining blocked until the earlier of (i) the conclusion of the relevant Noteholders' Meeting (or, if later, the adjourned Noteholders' Meeting) and (ii) the failure to obtain the necessary quorum at any such adjourned Noteholders' Meeting.

Each holder of Notes through DTC that submits DTC Instructions on or before the Early Submission Deadline shall be deemed to have represented and agreed not to transfer its interests in the Notes in respect of which it has cast such votes until the earlier of (i) the conclusion of the Noteholders' Meeting (or, if later, the adjourned Noteholders' Meeting) and (ii) the failure to obtain the necessary quorum at any such adjourned Noteholders' Meeting.

Noteholders who do not submit or deliver or arrange for the submission or delivery of an Electronic Voting Instruction or DTC Instruction but who wish to attend and vote at the Meeting may do so in accordance with the voting and quorum procedures set out below. Such Noteholders will not be eligible to receive an Early Submission Payment.

For International Notes held through DTC, note that certain U.S. tax forms may need to be provided to the International Noteholders Tabulation Agent in connection with receipt of Early Submission Payment in order to avoid certain tax withholdings.


EXTRAORDINARY RESOLUTION

THE TERMS OF THE EXTRAORDINARY RESOLUTION are as follows:

"THAT this Meeting of the holders (the "Noteholders") of the U.S.$500,000,000 9.5% Sr. Notes due 2014 (the "Notes") of Temir Capital B.V. (the "Issuer"), constituted by the trust deed dated 25 April 2007 as supplemented by the Final Terms dated 16 May 2007 and as amended and supplemented by the Supplemental Trust Deed dated 27 November 2009 (the "Trust Deed") between the Issuer, JSC Temirbank (the "Guarantor") and BNY Corporate Trustee Services Limited (the "Trustee") hereby:

(i)    approves the Restructuring Plan;

(ii)    instructs and authorises the Trustee to vote the principal amount of Notes outstanding in favour of the Restructuring Plan at the Creditors' Meeting; and further authorises and requests the Trustee for a period of up to 90 days following the date of this Meeting to so vote at any adjourned or rescheduled such meeting in favour of further amendments to the Restructuring Plan provided that the payment offered to Noteholders is no lower than that described in the Information Memorandum; provided further that such further authorisation and request shall be continued within such 90-day period as aforesaid unless and until the Trustee shall receive instruction from persons holding or representing in the aggregate not less than 75 per cent. in principal amount of the Notes for the time being outstanding that the Trustee shall no longer vote at any adjourned or rescheduled Creditors' Meeting;

(iii)    instructs the Trustee, upon the request of the Guarantor, to accelerate the Notes and demand payment under the Guarantee;

(iv)    instructs the Trustee to submit a Claim Form in respect of the amounts payable under the Guarantee;

(v) 

(a)    assents to:

(i)    the following modifications to the Terms and Conditions for the 2014 Notes:  

(a)    Condition 5 is amended to insert the following paragraph at the end thereof:

    "5.11 Interest in Connection with Redemption Pursuant to Condition 6.9

     Notwithstanding anything to the contrary in these Terms and Conditions, the payment of the amount in respect of accrued interest as specified in Condition 6.9 in connection with a redemption in full pursuant to such Condition, shall be deemed to fully pay and satisfy discharge all amounts due in respect of accrued and unpaid interest on the Notes."; and

(b) Condition 6 is amended to insert the following paragraphs:

    (I)     Condition 6.8 is amended and restated in its entirety as follows: 

         "6.8    Cancellation.

All Notes purchased by or on behalf of Temir Capital, the Bank or any of the Bank's affiliates (other than Bearer Notes purchased in the ordinary course of business of dealing in securities or in the name of another party) will be cancelled forthwith together with all Notes redeemed by the Issuer or the Bank (together with all unmatured Receipts and Coupons and unexchanged Talons attached thereto or surrendered therewith), and may not be reissued or resold and the obligations of the Issuer and, if applicable, the Bank in respect of any such Notes shall be discharged. Notes that have been cancelled shall be surrendered, together with all unmatured Receipts and Coupons and all unexchanged Talons, if any, to the Trustee, in the case of Registered Notes, by surrendering the Note Certificate representing such Notes to the Registrar."

        (II)    At the end thereof:

        "6.9 Redemption By the Issuer or the Bank.

     If the plan proposed in the Information Memorandum dated 30 November 2009 to restructure the debts, liabilities and obligations of the Bank is approved by the requisite majority as described therein, the Notes shall be redeemed in whole at any time upon payment by or on behalf of the Issuer or the Bank of an amount equal to not less than 14.25 per cent. of the outstanding principal amount hereof, together with payment in respect of accrued and unpaid interest thereon in an amount equal to 4.7764 per cent. of the outstanding principal amount hereof."; and

(ii)        the termination of the Guarantee and the Notes; and

 

(b)    instructs the Trustee to enter into the deed of release (the "Deed of Release") to release the Issuer and the Guarantor from their respective obligations under the Trust Deed, the Notes and the Guarantee,

each of the above being subject to the approval of the Restructuring Plan at the Creditors' Meeting and each of the assent and instruction referred to in (v)(a) and (v)(b) above to be effective against the Guarantor's payment to the Trustee on behalf of the Noteholders of the payment in respect of the outstanding Notes in the amount as provided in the Restructuring Plan and payment of the fees and expenses of the Trustee.

 (vi)    discharges and exonerates the Trustee from any and all liability to the Noteholders resulting from any act or omission in respect of the Restructuring Plan, this Extraordinary Resolution, the Deed of Release, the Second Supplemental Trust Deed (as defined below), the modifications to the Trust Deed described herein and of their implementation; 

(vii)    authorise and direct the Trustee to concur with the Issuer and the Guarantor in the modifications referred to in paragraphs (v)(a) - (v)(b) of this resolution and, in order to give effect to them, forthwith to enter into and execute the supplemental trust deed (the "Second Supplemental Trust Deed") substantially in the form of the draft produced to this Meeting and for the purposes of identification signed by the Chairman of it; and

(viii)    authorises and requests the Trustee to concur in the above matters and to do all such other deeds, instruments and things and take any action which is, in the opinion of the Trustee, necessary, expedient or desirable in connection with this resolution,

all as provided in and subject to the conditions specified in the Restructuring Plan.

The Trustee shall not be obliged to take any of the steps set out in paragraph (iii) of this Extraordinary Resolution until it has been indemnified or provided with security or pre-funded to its satisfaction. As at the date of this notice, no such indemnity, security or pre-funding has been provided to the Trustee. The Extraordinary Resolution provides that the Bank can request acceleration of the Notes to facilitate set off under Kazakhstan law and to otherwise facilitate the implementation of the Restructuring Plan.

The Trustee has had no involvement in the formulation or negotiation of the Restructuring Plan and expresses no view on its merits. Furthermore, the Trustee makes no representation as to the admissibility of any Claim Form or Form of Proxy submitted by it in the event that the Extraordinary Resolution is passed. The Trustee has not reviewed the Information Memorandum and expresses no view on its contents.

Terms used in this resolution and defined in the Notice convening this Meeting or in the Information Memorandum are used herein as so defined."


Background

The Information Memorandum, a copy of which is available as indicated below, explains the background to and reasons for, gives full details of, and invites Noteholders to approve (at the Noteholders' Meeting), the above Extraordinary Resolution.


Documents Available for Inspection

Noteholders may, at any time during normal business hours on any weekday (not including Saturdays, Sundays and bank and other public holidays) prior to the Noteholders' Meeting, inspect at the offices of the Trustee, the Principal Paying Agent and the Registrar copies of the following documents:

  • the Trust Deed;

  • the Supplemental Trust Deed dated 27 November 2009 between the Issuer, the Guarantor and the Trustee;

  • a draft of the Second Supplemental Trust Deed in respect of the Notes;

(d)    the Final Terms dated 16 May 2007;

(e)    the Base Prospectus dated 25 April 2007 supplemented by the supplementary prospectus dated 10 May 2007 relating to the Notes;

(f)    the Agency Agreement;

(g)    the Information Memorandum; 

(h)    the Form of Claim Form;

(i)     the Deed of Release; and

(j)     any other supplemental documents to the Trust Deed.

Copies of the Information Memorandum and the form of proxy (referred to below) are available for collection at the specified offices of the Principal Paying Agent and the Registrar, and also on Thomson Reuters' website at http://bonds.thomsonreuters.com/temirbank_dev/ 


General

Noteholders should pay particular attention to the requirements in respect of a quorum for the Noteholders' Meeting and an adjourned Noteholders' Meeting (if applicable) which are set out below. In light of such requirements, Noteholders are strongly urged either to attend the Noteholders' Meeting or to take the steps referred to below as soon as possible in order to be represented by proxy at the Noteholders' Meeting.

Neither the Trustee nor any of the Advisers express any view or make any recommendations as to the merits of the Extraordinary Resolution or any view on whether the Noteholders, whether individually or as a class, would be acting in their best interests in voting for or against the Extraordinary Resolution, but the Trustee has authorised it to be stated that it has no objection to the Extraordinary Resolution being put to Noteholders for their consideration. The Trustee has not been involved in formulating or negotiating the Extraordinary Resolution relating to the Notes and makes no representation that all relevant information has been disclosed to the Noteholders in or pursuant to the Information Memorandum and this Notice of Noteholders' Meeting. Neither the Trustee nor the Advisers have verified any of the statements made in the Information Memorandum or in this Notice.

Nothing in the Information Memorandum or this Notice of the Noteholders' Meeting should be construed as a recommendation to the Noteholders from the Trustee or the Bond Process Advisor to vote for or against the Extraordinary Resolution. Accordingly, each of the Issuer, the Guarantor, the Trustee and the Advisers recommends that Noteholders who are unsure of the impact of the Extraordinary Resolution should seek their own financial and legal advice.


Voting and Quorum


The provisions governing the convening and holding of the Noteholders' Meeting are set out in Condition 13.1 of the Terms and Conditions of the Notes which are attached as Schedule A as well as in Schedule H (Provisions for Meetings of Noteholders) to the Trust Deed, a copy of which is available for inspection as described above. The Notes are currently represented by global certificates (the "Global Certificate") held by and registered in the name of Cede & Co (the "Registered Holder") as nominee for the Depositary Trust Company (the "Clearing System").  

Procedure for delivering Electronic Voting Instructions for Notes held through Euroclear and Clearstream, Luxembourg

The following is only applicable to Notes held through Euroclear and Clearstream, Luxembourg.

Each person (a "Beneficial Owner") who is the owner of a particular principal amount of the Notes, as shown in the records of Euroclear or Clearstream, Luxembourg or its accountholders ("Direct Participants"), should note that such person will not be a Noteholder for the purposes of the Noteholders' Meeting and will only be entitled to attend and vote at the Noteholders' Meeting or to cause the appointment of a proxy to do so in accordance with the procedures set out below. On this basis, the only Noteholder for the purposes of the Noteholders' Meeting will be the Registered Holder.

Direct Participants (directly or on behalf of Beneficial Owners) who have submitted Electronic Voting Instructions to the Clearing Systems in accordance with the procedures set out in the Information Memorandum need take no further action in relation to voting at the Noteholders' Meeting in respect of the Extraordinary Resolution. By submitting or delivering a duly completed Electronic Voting Instruction to the relevant Clearing Systems, the Direct Participant of the Notes instructs the Registered Holder of such Notes to complete and sign a form of proxy in accordance with Schedule H (Provisions for Meetings of Noteholders) of the Trust Deed and in such form of proxy to authorise and instruct the International Noteholders' Tabulation Agent to act as proxy and to vote in favour of (or against, as the case may be) the Extraordinary Resolution and to take the steps referred to in the Extraordinary Resolution and authorises the Clearing Systems to disclose to the Guarantor the identity of the Direct Participant.

The Registered Holder may by instrument in writing in the English language (a "form of proxy") in the form available from the office of the Principal Paying Agent signed by the Registered Holder or, in the case of a corporation, executed under its seal or signed on its behalf by its duly appointed attorney or a duly authorised officer of the corporation and delivered to the specified office of the Principal Paying Agent not less than 24 hours before the time fixed for the Noteholders' Meeting (or any adjourned such meeting), appoint any person (a "proxy") to act on his or its behalf in connection with the Noteholders' Meeting (or any adjourned such meeting).

The Beneficial Owner can request through his Direct Participant to appoint the International Noteholders' Tabulation Agent as proxy to cast the votes relating to the Notes in which he has an interest at the Noteholders' Meeting (or any adjourned such meeting).

A proxy so appointed shall so long as such appointment remains in force be deemed, for all purposes in connection with the Noteholders' Meeting (or any adjourned such meeting) to be the holder of the Notes to which such appointment relates and the Registered Holder of the Notes shall be deemed for such purposes not to be the holder.

Alternatively, Beneficial Owners and Direct Participants who wish a different person to be appointed as their proxy to attend and vote at the Noteholders' Meeting (or any adjourned such meeting) should contact the relevant Clearing System to make arrangements for such person to be appointed as a proxy in respect of the Notes in which they have an interest for the purposes of attending and voting at the Noteholders' Meeting (or any adjourned such meeting).

In either case, Beneficial Owners (or a Direct Participant itself) must have made arrangements to vote with the relevant Clearing System by not later than 24 hours before the time fixed for the Noteholders' Meeting (or any adjourned such meeting) and within the relevant time limit specified by the relevant Clearing System and request or make arrangements for the Clearing System to block the Notes in the relevant Direct Participant's account and to hold the same to the order or under the control of the International Noteholders' Tabulation Agent.

Notice of any adjourned meeting shall be given in the same manner as notice of the original Noteholders' Meeting save that at least 10 clear days' notice, containing the information required for the notice of the original meeting shall be given. Such notice shall also state the quorum required at such adjourned meeting.

Any Note(s) held through Euroclear or Clearstream, Luxembourg so held or blocked for either of these purposes will be released to the Direct Participant by the relevant Clearing System on the earliest of: (i) the conclusion of the Noteholders' Meeting (or, if later, the adjourned Noteholders' Meeting) and (ii) upon such Note(s) ceasing in accordance with the procedures of the relevant Clearing System and with the agreement of the International Noteholders' Tabulation Agent to be held to its order or under its control.


Procedure for delivering Voting Instructions for Notes held through DTC

The following is only applicable to Notes held through DTC. 

A Noteholder, DTC Direct Participant or Beneficial Owner wishing to vote at the Meeting must submit, or arrange to have submitted on its behalf, at or before the Voting Instruction Deadline a duly completed DTC Instruction or other Voting Instruction to The Bank of New York Mellon (formerly the Bank of New York), 101 Barclay Street, New York, New York, USA 10286 ("The Bank of New York Mellon") in the manner specified herein. Noteholders and Beneficial Owners should check with the bank, securities broker or any other intermediary through which they hold their Notes whether such intermediary will apply different deadlines for participation to those set out in the Information Memorandum and, if so, should follow those deadlines. 

The Registered Holder may appoint proxies in accordance with and in the form used by DTC as part of its usual procedures from time to time in relation to meetings of Noteholders. Any proxy so appointed may, by an instrument in writing in the form in the English language available from the specified office of the Principal Paying Agent or the Registrar or in such other form as approved by the Trustee, signed by the proxy or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the Principal Paying Agent or the Registrar or such person as either of them may nominate not later than 24 hours before the time fixed for any meeting, appoint any person (the "sub-proxy") to act on his or its behalf in connection with any meeting or proposed meeting of Noteholders, provided that any such appointment certifies that no other person has been appointed as a sub-proxy in respect of the relevant Notes and that no voting instruction has been given in relation to those Notes.

The submission to The Bank of New York Mellon by or on behalf of a Noteholder, Beneficial Owner or a DTC Direct Participant of a duly completed DTC Instruction in favour of, or against, the Extraordinary Resolutions prior to the Voting Instruction Deadline will be deemed to constitute delivery of Voting Instructions by such Noteholder, Beneficial Owner or DTC Direct Participant. Notwithstanding that Voting Instructions will be delivered by or on behalf of each Noteholder, Beneficial Owner or a DTC Direct Participant by means of a DTC Instruction, each Noteholder, Beneficial Owner or a DTC Direct Participant thereby agrees that such DTC Instruction in favour of, or against, the Extraordinary Resolutions constitutes its written consent to, or rejection of, as the case may be, the Extraordinary Resolutions which shall form part of the form of sub-proxy, appointing the International Noteholders' Tabulation Agent or any employees nominated by it as sub-proxy to attend, and to cast the votes corresponding to the Notes which are the subject of the DTC Instruction in accordance therewith at, the International Noteholders' Meeting. 

The delivery of DTC Instructions by a Noteholder, Beneficial Owner or a DTC Direct Participant will be deemed to have occurred upon receipt by The Bank of New York Mellon of a valid DTC Instruction in favour of, or against, the Extraordinary Resolutions (and medallion guaranteed).

In the event that any sub-proxies issued by a DTC Direct Participant are in respect of an aggregate principal amount of Notes exceeding that shown to be held by it on the DTC Record Date under the omnibus proxy issued by DTC on the DTC Record Date, all such sub-proxies will be discounted and such DTC Direct Participant will not be entitled to receive any Early Submission Payment for which they may have been eligible. 

Noteholders, DTC Direct Participants or Beneficial Owners who have not submitted or delivered or arranged for the submission or delivery of an DTC Instruction as provided above but who wish to attend and vote at the relevant International Noteholders' Meeting or appoint someone else to do so may do so should request that the DTC Direct Participant issue a sub-proxy naming either it or such other person in accordance with the voting and quorum procedures set out in "Schedule 5: Notices of International Noteholders' Meetings" contained herein. Such Noteholders, DTC Direct Participants or Beneficial Owners will not be eligible to receive an Early Submission Payment.

There are no guaranteed delivery procedures provided by the Guarantor in connection with the Early Submission Payments.

Only DTC Participants may submit DTC Instructions or other Voting Instructions. If a Noteholder or Beneficial Owner is not a DTC Direct Participant, it must arrange for the DTC Direct Participant through which it holds Notes to submit a DTC Instruction or appoint as sub-proxy a person nominated by such Noteholder or Beneficial Owner, to The Bank of New York Mellon prior to the Voting Instruction Deadline or, make appropriate arrangements to be recorded as a DTC Participant by the DTC Record Date (if permitted). DTC Instructions must be medallion guaranteed and delivered to The Bank of New York Mellon as is set out in the paragraph entitled "DTC - Execution Requirements".

Noteholders and Beneficial Owners of Notes that are held in the name of a broker, dealer, bank, trust company or other nominee or custodian should contact such entity sufficiently in advance of the Voting Instruction Deadline if they wish to submit Voting Instructions.

Voting Instructions may be revoked by or on behalf of such Noteholder, Beneficial Owner or DTC Direct Participant prior to the Voting Instruction Deadline by following the procedure set out in "Revocation of Voting Instructions for International Notes held through DTC" in the Information Memorandum. Noteholders revoking Voting Instructions and not resubmitting in accordance with the procedures set out herein will not be paid any Early Submission Payment for which they were previously eligible.

Notes held through DTC should not be transferred after the DTC Record Date.  Each holder of Notes through DTC that submits Voting Instructions on or before the Early Submission Deadline shall be deemed to have represented and agreed not to transfer its interests in the Notes in respect of which it has cast such votes until the earlier of (i) the conclusion of the Noteholders' Meeting (or, if later, the adjourned Noteholders' Meeting) and (ii) the failure to obtain the necessary quorum at the Noteholders' Meeting.

IN RESPECT OF NOTES HELD THROUGH DTC, ONLY THOSE HOLDERS WHO ARE DIRECT PARTICIPANTS IN DTC ON THE DTC RECORD DATE WILL BE ENTITLED TO VOTE. HOLDERS WHO ACQUIRE NOTES AFTER THE DTC RECORD DATE WILL NOT BE ABLE TO EXERCISE THEIR VOTE (OR RECEIVE ANY EARLY SUBMISSION PAYMENT). DTC PARTICIPANTS AND BENEFICIAL OWNERS OF NOTES HELD THROUGH DTC PARTICIPANTS SHOULD TAKE THEIR OWN LEGAL ADVICE IN RESPECT OF THEIR POSITION IN DTC.

DTC Execution Requirements

In order for DTC Instructions voting in favour of or against the Extraordinary Resolution, to be effective and eligible for receiving an Early Submission Payment, they must be properly executed and received by The Bank of New York Mellon prior to the Early Submission Deadline. Each DTC Direct Participant wishing to submit a DTC Instruction must complete, sign and date the form of sub-proxy in accordance with the instructions set forth herein and therein, have the signature thereon medallion guaranteed and mail, hand deliver or send by overnight courier the sub-proxy to The Bank of New York Mellon at the address above. The method of delivery of the sub-proxy is at the election and risk of the DTC Direct Participant. Such delivery will be deemed made only when actually received by The Bank of New York Mellon. A signature guarantee must be by a recognised participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an "Eligible Institution").

Quorum

The Extraordinary Resolution may only be considered at the Noteholders' Meeting if the Noteholders' Meeting is quorate. The Noteholders' Meeting will be quorate if two or more persons being entitled to vote (whether as a Noteholder or as proxy) are present at the Noteholders' Meeting who together hold or represent the requisite principal amount of outstanding Notes satisfying the quorum requirement as set out below.

Votes in favour of the Extraordinary Resolution must represent a majority of not less than two-thirds of the persons voting thereat upon a show of hands or, if a poll is duly demanded, then by a majority consisting of not less than two-thirds of the votes cast, for the Extraordinary Resolution to be duly passed.

If, within fifteen minutes after the time appointed for the Noteholders' Meeting, a quorum is not present, the Noteholders' Meeting shall stand adjourned until a date which shall be not less than 14 days but not more than 42 days as determined by the chairman of the Noteholders' Meeting prior to the adjournment of such Meeting. The adjourned Noteholders' Meeting will be subject to lower quorum requirements as set out below.

The quorum requirements are as follows:

Noteholders' Meeting

Quorum Requirement

Noteholders' Meeting

Quorum Requirement

Original Noteholders' Meeting

Two or more persons present in person holding Notes or being proxies or representatives and holding or representing in the aggregate not less than 75 per cent. in principal amount of the Notes for the time being outstanding.

Adjourned Noteholders' Meeting

Two or more persons present in person holding Notes or being proxies or representatives and holding or representing in the aggregate not less than 25 per cent. in principal amount of the Notes for the time being outstanding.

Each question submitted to a meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman, the Issuer, the Guarantor or by any Eligible Person present (whatever the nominal amount of the Notes held by him). Unless a poll is demanded, a declaration by the chairman that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it. If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded. A poll demanded on the election of a chairman or on a question of adjournment, shall be taken at once.

On a show of hands every person who is present in person and who produces a Note of which he is the registered holder or is a proxy or representative has one vote. On a poll every such person has one vote in respect of each U.S.$1.00 principal amount of Notes so produced or for which he is a proxy or representative. 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. 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 any other votes which he may have.

This notice and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.


International Noteholders' TABULATION AGENT


The Bank of New York Mellon London Branch

One Canada Square

London E14 5AL


PRINCIPAL PAYING AGENT

The Bank of New York, London Branch
One Canada Square

London E14 5AL

REGISTRAR

The Bank of New York
Avenue des Arts 35

Kunstlaan

B-1040 Brussels

Belgium

This Notice is given by:

JSC TEMIRBANK
68/74 Abai Avenue

Almaty 050008

Republic of Kazakhstan

The date of this Notice is 30 November 2009




This information is provided by RNS
The company news service from the London Stock Exchange
 
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