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Annual Report ANNUAL REPORT Content: 1. At-a-glance ....................................................................................................................................4 2. Statement of the Chairman ............................................................................................. 10 3. Statement of the Chief Executive Officer .................................................................. 12 4. Board of Directors ................................................................................................................... 14 5. Management Board ............................................................................................................. 18 6. Key events 2012 ..................................................................................................................... 22 7. Macroeconomic environment and banking sector of the Republic of Kazakhstan ........................................................................................ 26 8. Financial review ...................................................................................................................... 32 9. Business review ....................................................................................................................... 36 10. Risk management ............................................................................................................... 46 11. Social report ........................................................................................................................... 54 12. Corporate governance statement ............................................................................. 62 13. Responsibility statement ................................................................................................. 74 14. Development prospects ................................................................................................. 75 14. Consolidated financial statements, Notes to the consolidated financial statements ................................................ 80 15. Information for shareholders ......................................................................................168 4 ANNUAL REPORT At- a- Glance Financial highlights 2012 2011 Indicator KZTm US$m KZTm US$m Total assets 2,407,998 16,022 2,273,930 15,323 Total equity 339,639 2,260 310,327 2,091 Customer loans, net 1,319,208 8,778 1,184,240 7,385 Amounts due to customers 1,699,182 11,306 1,557,476 10,495 Net interest income 75,698 508 48,117 328 Fees and commissions, net 45,091 302 35,284 241 Net income 69,961 469 39,508 269 2012 2011 Indicator % % Return on average common equity 24.0 12.3 Return on average assets 2.9 1.8 Net interest margin 4.9 4.4 Net interest spread 5.2 4.2 Cost to income ratio 34.4 34.2 Cost to assets ratio 2.2 2.1 Tier 1 Capital Adequacy ratio (BIS guidelines) 16.2 16.7 Total Capital Adequacy ratio (BIS guidelines) 18.3 19.1 JSC HALYK BANK 5 Number of customers/accounts Indicator 2012 2011 Retail accounts: millions 6.5 5.8 Corporate clients 1,629 1,695 SME clients 74,247 62,483 Cards: millions 3.7 3.16 Retail loans: millions 0.5 0.44 Mortgage loans 22,374 25,077 Salary-backed consumer loans: millions 0.46 0.4 Other consumer loans 15,429 19,448 Payroll project customers: millions 2.3 2.0 Payroll project entities, including government entities 18,585 17,177 Pension Fund customers: millions 2.4 2.3 Distribution network JSC “Halyk Bank” Halyk-Life Halyk Pension Fund 554 outlets, including: 14 branches 166 outlets, including 22 regional branches 8 representative offices 8 territorial offices 122 district branches 129 service centres 4 VIP-centres Halyk Bank Kyrgyzstan 29 servicing outlets 46 personal service centres 9 branches, 5 cash units 18 branches 360 limited service branches Halyk Bank Georgia Kazakhinstrakh 1,900 ATMs 3 branches 18 branches 7,608 POS-terminals 247 sales outlets 590 multikiosks NBK Bank 1 branch Halyk Leasing 1 branch Halyk Inkassatsiya 19 branches, 34 units Halyk Group’s headcount as at 31 December 2012 – 12,149. 6 ANNUAL REPORT Structure of Halyk Group JSC «Halyk Bank» Full service commercial bank 100% 100% 100% 100% NBK Bank, Russia Halyk Bank Halyk Bank Georgia Halyk Finance (corporate & SME Kyrgyzstan (SME & (corporate & SME (brokerage and AM) bank) retail bank) bank) 100% 100% 100% 96% Halyk Pension Fund Halyk Leasing Halyk Life (life Kazakhinstrakh (pension fund and (leasing activity) insurance) (general insurance) AM) 100% 100% 100% Kazteleport Halyk Inkassatsiya Halyk-Project (telecommunications) (cash collection) (stress assets) Ratings Agency Long-term Moody’s Investor Services Ba2 Fitch Ratings BB- Standard&Poor’s BB JSC HALYK BANK 7 Shareholders of the Bank holding not less than 5% of total shares issued as at 1 January 2012*: Common shares owned Total shares as % of Preferred shares Pref. shares owned as Common shares authorised owned (NIN owned as % of Total number of % of total owned (NIN common shares KZ1P33870117, total pref. shares № Name shares owned shares issued KZ1C33870011) issued KZ1P33870216) issued 1 JSC “Holding Group “ALMEX” 7,559,973,820 68.2% 7,559,973,820 69.3% - - JSC Accumulative Pension Fund 2 758,082,743 6.8% 661,367,710 6.1% 96,715,033 55.1% of Halyk Bank held through GDR program 3 (ISIN: US46627J3023, 2,510,925,720 22.7% 2,510,925,720 23.0% - - US46627J2033) 4 Total issued 11,518,603,103 - 11,128,518,451 - 390,084,652 - held as treasury stock by the 5 -407,293,461 - -271,293,461 - -190,000,000 - Bank 6 held by group companies -27,910,834 - -3,263,335 - -24,647,499 - Total outstanding (on 7 11,083,398,808 - 10,907,961,655 - 175,437,153 - consolidated basis) JSC “Holding Group “ALMEX” (“Almex”) is Bank (“Halyk Pension Fund”) is a leading Kazakhstan. The main activity is collect- a holding company, which, in addition pension fund in the Republic of Kazakh- ing pension contributions and pension to its controlling interest in the Bank, has stan which was established in January asset management. Halyk Pension Fund interest in Insurance broker AON Kazakh- 1998. Halyk Pension Fund holds the larg- insures safety and real growth of pension stan LLP. est market share by assets under man- savings by proving services in accord- agement and has the largest number ance with international standards. JSC Accumulative Pension Fund of Halyk of customers among pension funds in * Shares of the Bank have been listed on the Kazakhstan Stock Exchange since 1998 and common shares in the form of global depositary receipts on the London Stock Exchange since December 2006. 1922-1930 Coin of one ruble nominal value dated 1922 FIRST STAGE IN THE 1922 DEVELOPMENT OF THE SAVINGS INDUSTRY Resolution of the Council of People’s Commissars of the RSFSR «On the establishment of state savings (post office) banks» dated 26 December 1922 marked the OPENING OF THE FIRST beginning of the first stage in the 1923 development of savings industry SAVINGS (POST OFFICE) in the country. BANK On August 15, 1923 by order of the Council of People’s Commissars, in a period of new economic relations, first savings (post office) bank was opened in city of Aktyubinsk. In 2003, in the year of the 80th anniversary, it was decided to celebrate the birthday of Halyk Bank annually on October 10. Banknote of ten rubles nominal value dated 1923 EXPANSION OF 1925 SAVINGS (POST OFFICE) BANK’S FUNCTIONS With the approval of the «Regulations on the Gostrudsberkassa of the Union of SSR» on 27 November 1925 in savings (post office) banks were identified types of deposits that are divided into current accounts, demand deposits, time deposits, contingent, with a particular purpose. FIRST BRANCH IN Savings (post office) banks 1927 ALMA-ATA were permitted to issue On August 17, 1927 term loans secured by the Council of People’s government bonds and by Commissars of KazASSR other securities. decided to open regional office of the Gostrudsberkassa in city of Alma-Ata. KAZAKHSTANI 1928 REPUBLICAN BRANCH On February 24, 1928 at the technical meeting of the Glavsberkassa of RSFSR. The decision was made to organize the Kazakhstani republican savings (post office) bank. In April of the same year it was given responsibility to manage all savings (post office) banks in Kazakhstan. Coin of ten kopeks nominal value Coin of dated 1932 five kopeks nominal value dated 1927 Labor moneybox 10 ANNUAL REPORT Statement of the Chairman Dear shareholders, last autumn, we determined a number of new objectives. As you know, 2013 is the year of the 90th anniversary of our Bank. Our his- For instance, we set an ambitious but tory began in 1923 with opening the achievable goal – to be the Bank No. first cash-office in the city of Aktyubinsk. 1 in Kazakhstan in net profits, market After passing all stages of development, capitalization, assets quality, return ra- Halyk Bank and Halyk Group have be- tios and cost efficiency. During the Strat- come the leading universal financial egy implementation we plan an annual group in Kazakhstan. growth of loans portfolio, interests and non-interest revenues at the level of not Our primary goal is still to upkeep and below 10%. obtaining leading positions in all the key segments of the country’s economy. Our subsidiary companies have a clear goal to retain and strengthen the mar- During 2012 we analysed the progress in ket positions, and to obtain leading po- implementation of the previous Strategy sitions in their sectors, regardless of the of Halyk Group which was approved for market dynamics. 2010-2012. We assured that the Strategy was successfully implemented by
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