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JSC Kazkommertsbank (JSCD)

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Thursday 22 May, 2003

JSC Kazkommertsbank

EGM Statement

JSC Kazkommertsbank
22 May 2003



The London Stock Exchange
London, United Kingdom
Fax: + 44 207 410 6871

                                                                    May 22, 2003

Kazkommertsbank OJSC
135ZH, Gagarin Ave., 480060
Almaty, Kazakhstan
Tel: +7 (3272) 585 113, 585 221
Fax: +7 (3272) 585 242, 585 281


        Subject: The Disclosure within Listing Disclosure Requirements.


                                    MINUTES
                              to the Extraordinary
                        General Meeting of Shareholders
                  of Open Joint Stock Company KAZKOMMERTSBANK.



Address of Kazkommertsbank: 135 ZH, Gagarin Street, Almaty, Kazakhstan.
Place of meeting: 135 ZH, Gagarin Street, Almaty, Kazakhstan
Date of meeting: 12 May 2003.
Time: 15.00 p.m. Almaty time

The following representatives of shareholders were present at the meeting:

I.A. Churbanov, representing OJSC 'Kazkommerts Securities' and the nominal
holder -Bank of New York;
N.B. Starkova, representing OJSC 'Central Asian investment Company';
S.O. Tuleova, representing CJSC 'Pension fund Ular-Umit

On behalf of OJSC 'Kazkommertsbank':


Section Manager, Investment Portfolio                L.V. Derbenko
Management

Total number of shareholders: 16 shareholders and 7 nominal holders.
Total number of shares: 294 220 069 shares.

The General Shareholders' Meeting was attended by representatives of
shareholders, holding 187 619 572 voting shares (63,768% of total number of
voting shares) and 18 832 208 of preferred shares.

  The authority of shareholders' representatives is certified by duly executed
                              Powers of Attorney.

                                  The Agenda:

 1. Approval of terms and issue procedure of a bonded debt of OJSC
    Kazkommerstbank;

 2. Other.

Course of the meeting

Ms. L.B. Derbenko announced that the General Meeting of Shareholders is
considered to be duly qualified in accordance with Article 52 of the Law 'On
Joint Stock Companies' and offered to elect Mr. I.A. Churbanov as the Chairman
of the Meeting.

Mr. Churbanov offered Ms. Derbenko to be elected as a secretary of the Meeting
and S.O Tuleova, N.B. Starkova, L.B. Derbenko to execute calculation of votes,
certify proper arrangement of the Minutes of the General Meeting of
shareholders, holding five and more percent of shares of the total voting share
number.

The proposals were put to voting.

Voting results:
'For' - 187 619 572 votes;
'Against' - none;
'Abstained' - none.

Decision made: to approve the candidates proposed to run the Meeting as the
chairman and the secretary of the General Shareholders Meeting, members of the
counting committee and persons, certifying the proper arrangement of the
Minutes.

    The Chairman of the Meeting informed the attendees that KKB's Board duly
 notified all shareholders about this Meeting, having published announcement in
                Kazakhstanskaya Pravda newspaper dated 08.04.03.

The Chairman declared the Meeting open and announced the Agenda.

Covering the first issue: Mr. Churbanov came out.

OJSC Kazkommertsbank constantly raises long term and medium term funds both on
the internal and external capital markets, in order to improve the quality of
funding base, to diversify the funding sources and to optimize the liabilities
structure.

At present, there are three bonds issues of Kazkommertsbank in circulation: the
Bank's eurobonds amounting to USD 20 (twenty) million with 11% coupon rate and
due in 2007 and the Bank's eurobonds, issued and placed among the shareholders
of the Bank as dividends under results of 2000 in the amount of USD 8.5 million
with 5.5% coupon rate and due in 2007, subordinated indexed bonds of the Bank in
the amount of KZT 7.5 billion with the coupon rate - 8% per annum of indexed
nominal due in 2009.

However, internal stock market of Kazakhstan is significantly capacious and the
major investors on the market are pension funds and commercial banks. Investment
activity of the pension funds and the Companies managing pension assets (CMPA)
are legally limited to reduce risks of depositors - pensioners. In this
connection, the CMPA hedge its risks while making investments into any
instruments, taking into account both the level of devaluation and revaluation.
Taking into account the fact, that the national currency tenge had stabilized
its position on the financial market in respect of USD during the last period,
the CMPA are more interested to use tenge instruments to place funds.

All these facts do create favorable conditions for issue of a new additional
financial instrument to reduce deficit of tenge liabilities of the Bank and to
finance the customers of the Bank in tenge and to conduct the operations on the
stock market

In this regard, it is proposed to approve the new issue of the Bank's bonds with
the following main parameters:

Main parameters of the issue

Type of bonds issued    Registered, coupon,

Issue currency          Kazakhstan Tenge (KZT)

Forms of issued bonds   Non-documentary

Volume                  Up to 7,500,000,000

Nominal value of bonds  15,000

Total number of bonds   Up to 500 thousand pieces
to be issued

Security                Without security

Coupon rate             The first year of bond circulation, the coupon rate is
                        fixed at the rate not more than 9% per annum of
                        nominal value of the bonds, and further can be fixed
                        annually, not later than 30 calendar days prior to end
                        of issue circulation year for the next circulation
                        year, under the decision of the Board of Directors in
                        % p.a. of the nominal value, depending on situation at
                        the market, following the procedure, fixed by
                        Kazakhstani legislation. .

Circulation term        Not more than 3 years


Issue procedure         To be placed on Kazakhstan market


Coupon payment          Semiannual payment starting from the date of issue
procedure               circulation, defined by Board of Directors.

Redemption              Redemption under nominal value of bonds in circulation
procedure               for the date of fixing the bondholders' register. The
                        date is determined by Board of Directors.

Pre-term                Condition on pre-term redemption may be stipulated in
redemption              the bonds' issue terms and conditions under the
                        decision of the Board of Directors

The terms                To be determined by Board of Directors
according to
which the
pre-redemption
is performed.

To authorize the Board of Directors to adopt proper decisions, if new legal
standard acts, regulating the procedure of bond issue and stipulating, in
particular, the possibility to register bond programs, come into effect. At that
the main parameters of bonded debt should be left without changes.

The proposals were put to voting.

Voting results:
'For' - 187 619 572 votes;
'Against' - none;
'Abstained' - none.

Decision made:

 1. to approve the new bonds issue of the Bank with the following main
    parameters:

    Main parameters of the issue:

    Type of bonds    Registered, coupon,
    issued
    Issue            Kazakhstan Tenge (KZT)
    currency
    Forms of issued  Non-documentary
    bonds
    Volume           Up to 7,500,000,000
    Nominal value    15,000
    of bonds
    Total number of  Up to 500 thousand pieces
    bonds to be
    issued
    Security         Without security
    Coupon rate      The first year of bond circulation, the coupon rate
                     is fixed at the rate not more than 9% per annum of
                     nominal value of the bonds, and further can be
                     fixed annually, not later than 30 calendar days
                     prior to end of issue circulation year for the next
                     circulation year, under the decision of the Board
                     of Directors in % p.a. of the nominal value,
                     depending on situation at the market, following the
                     procedure, fixed by Kazakhstani legislation. .
    Circulation      Not more than 3 years
    term
    Issue            To be placed on Kazakhstan market
    procedure
    Coupon payment   Semiannual payment starting from the date of issue
    procedure        circulation, defined by Board of Directors.
    Redemption       Redemption under nominal value of bonds in
    procedure        circulation for the date of fixing the bondholders'
                     register. The date is determined by Board of
                     Directors.
    Pre-term         Condition on pre-term redemption may be stipulated
    redemption       in the bonds' issue terms and conditions under the
                     decision of the Board of Directors
    The terms        To be determined by Board of Directors
    according to
    which the
    pre-redemption
    is performed.

 2. To authorize The Board of Directors to adopt proper decisions, if new legal
    standard acts, regulating the procedure of bond issue and providing, in
    particular, the possibility to register bond programs, come into effect. At
    that the main parameters of bonded debt should be left without changes.

Covering the second issue: Mr. Churbanov reported.

The shareholders are provided with information on Kazkommerts International BV
eurobonds issue guaranteed by OJSC Kazkommertsbank.

On 11 April 2003 Kazkommerts International BV placed in the western markets USD
350 million eurobonds due after 10 years and guaranteed by Kazkommertsbank.
Bond- equivalent yield to redemption was 8.65% from 8.9% and 9% expected.
However, the demand for the bonds exceeded the most favorable forecasts of the
Bank and the company. In this regard, Kazkommerts International BV had increased
the volume of borrowing for USD 150 million with the same parameters of issue
and bond- equivalent yield, and the total amount of issue came to USD 500
million. The high demand was as a result of upgraded ratings of Kazkommertsbank:
Fitch from BB- to BB, Standard & Poor's from B+ to BB- and the interest of
western investors to Kazakhstan debt.

JP Morgan and Credit Suisse were the lead managers of the issue, the legal
advisor of these companies was White and Case. The bonds were given Baa3
(Moody's), BB- (S&P), BB (Fitch) ratings.

The investor base is as follows: in USA - 43%, in England - 29%, in Asia -13%,
in Europe 16%. Large investment funds are main Buyers and about 20% of notes
were purchased by insurance companies

Debt assets will be used to finance manufacturers of goods in such fields of
economy as oil and gas, trade, construction, agriculture.

The agenda is concluded. The Chairman declared the meeting closed.



The Chairman                     I.A. Churbanov

Secretary                        L.B. Derbenko

Representatives of
Shareholders, holding 5%
and more of voting shares.       N.B. Starkova




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