Astana, 27 June 2025 - **ForteBank JSC** announces that it has reached an agreement in principle with the shareholders of H**ome Credit Bank JSC** (Kazakhstan) to acquire 100% of the shares of **Home Credit Bank JSC** (Kazakhstan).

The completion of the transaction is expected following receipt of regulatory approvals, including clearances from the Agency for Protection and Development of Competition of the Republic of Kazakhstan (APDC) and the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market (ARDFM).

Clients of **ForteBank JSC** and **Home Credit Bank JSC** will continue to be serviced under existing terms - all current agreements remain in force, and the banks’ obligations will be fulfilled in full.
 

 ForteBank JSC announces agreement to acquire 100% of shares of Home Credit Bank JSC (Kazakhstan).

ForteBank, JSC (hereinafter – Bank), its executive body (Management Board) located at the address: 8/1, Dostyk str., Yessil district, Astana city, Z05P1P0/010017, the Republic of Kazakhstan, hereby announces the voting results at the Extraordinary General Meeting of the Bank Shareholders (hereinafter the “Meeting”) held on July 1st, 2024, from 11.00 a.m. to 12.00 a.m. by Astana time, at the following address: “Astana” Conference Room, 8th floor, 8/1, Dostyk str., Astana city, Z05P1P0/010017, the Republic of Kazakhstan.
In accordance with the approved agenda, the following issues were considered at the Meeting, and the following resolutions were passed based on the voting results.
* * *
Issue 1 of the Agenda “On increasing the number of members 
of the Board of Directors of ForteBank, JSC”
The membership of the Board of Directors of the Bank shall be determined to have six persons, including:
1)	three members of the Board of Directors as representatives of the shareholders of the Bank;
2)	three members of the Board of Directors as independent directors of the Bank.
* * *
Issue 2 of the Agenda “On the election of D. Tursunkulov 
as a member of the Board of Directors of ForteBank, JSC”
1.	Mr. Daniyar Tursunkulov shall be elected from July 1st, 2024, as a member of the Board of Directors of the Bank and representative of the interests of Mr. Bulat Utemuratov, the shareholder of the Bank.
2.	It shall be established that the term of office of Mr. Daniyar Tursunkulov as members of the Board of Directors of the Bank shall terminate simultaneously with termination of the term of office of the Board of Directors as a whole, that is, on the date of the annual general meeting of shareholders of the Bank in 2025, in accordance with the resolution of the annual general meeting of shareholders of the Bank dated April 1st, 2022 (minutes No. 01/22).
3.	The amount of monthly fixed remuneration of the members of the Board of Directors of the Bank before taxes and other deductions established by the law of the Republic of Kazakhstan shall be determined as per the addendum hereto.
4.	It shall be established that payment of the fixed remuneration to the members of the Board of Directors shall be made monthly by the third day of the month following the month for which the settlement is being made.
5.	It shall be established that other payments, as well as reimbursement of costs to the members of the Board of Directors of the Bank shall be performed in the amount and according to the procedure established by the Policy for remuneration of the members of the Board of Directors of ForteBank, JSC and reimbursement of their expenses.
* * *
Total common voting shares of the Bank represented at the Meeting during the whole time thereof – 82 995 343 681 (99,7766 % of the total common voting shares).


On voting results at the Extraordinary General Meeting of Shareholders of Fortebank JSC 

Notice: The Extraordinary General Meeting of Shareholders of ForteBank, JSC will be held on July 01, 2024
ForteBank, Joint Stock Company (hereinafter referred to as the “Bank”) with the executive board (Management Board) located at: 8/1, Dostyk str., Yessil district, Astana city, Z05P1P0/010017, the Republic of Kazakhstan, hereby notifies its shareholders that the Extraordinary General Meeting of Shareholders (hereinafter the “Meeting”) summoned at the initiative of the Board of Directors of the Bank (Minutes dated May 31, 2024, No. 15) on the basis of Article 35.1, Article 37.2.1), 37.3.3), 36.1.5) and Article 41 of the Law of the Republic of Kazakhstan “On Joint Stock Companies” (hereinafter the Law “On Joint Stock Companies”).
The Meeting will be held on July 01, 2024, at 11.00 a.m. (Astana time) at the following address: 8/1, Dostyk str., Astana city, 8th floor, “Astana” Conference Room.
The participants shall be registered on July 01, 2024, from 10.00 a.m. to 10.45 a.m. (Astana time) at the venue of the Meeting.
The register of the Bank shareholders eligible to participate in the Meeting will be compiled as at 00.00 a.m. (Astana time) on June 07, 2024.
In the absence of a quorum, the adjourned Meeting will be held on July 02, 2024, at 11.00 a.m. (Astana time) at the same address and with the same agenda. The participants of the adjourned Meeting will be registered on July 02, 2024, from 10.00 a.m. to 10.45 a.m. (Astana time) at the venue of the Meeting.
* * *
Agenda of the Meeting
1.	On increasing the number of members of the Board of Directors of ForteBank, JSC.
2.	Оn the election of D. Tursunkulov as a member of the Board of Directors of ForteBank, JSC.
* * *
The agenda of the Meeting may be amended and/or supplemented as stipulated by the law.
Pursuant to Article 44.4 of the Law “On Joint Stock Companies”, the Agenda materials shall be prepared and will be available for review by the shareholders not later than 10 days before the date of the General Meeting of Shareholders at the location of the Management Board of the Bank.
Upon request of a shareholder of the Bank, the Agenda materials shall be sent thereto within three business days from the day of receipt of the request, provided that the costs for making copies of documents and delivery of documents shall be borne by the shareholder.
For more information on the Meeting holding, please contact: +7 (7172) 59 99 99, extension 10200.
* * *
Hereby we offer the shareholders of the Bank to get acquainted with the following procedure for the Meeting holding.
In accordance with Article 17.5 of the Law of the Republic of Kazakhstan  “On Banks and Banking Activities in the Republic of Kazakhstan”, legal entities incorporated in offshore zones the list whereof is established by the authorized body (see: decree of the Management Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market dated February 24, 2020 № 8 On Establishing the List of Offshore Zones for the Purposes of Banking and Insurance Activities, Activities of the Professional Participants of the Securities Markets and Other Licensed Types of Activities on the Securities Markets, Activities of the Joint Stock Investment Funds and Activities of the Organizations Conducting Micro-financial Activities), shall not be able to directly or indirectly own and (or) use, and (or) dispose the voting shares of the resident banks of the Republic of Kazakhstan. 
According to Clause 5-1 of the said article, the shareholder participating in the General Meeting of Shareholders shall submit a statement which indicates the compliance with Clause.5 of this article by its shareholders (participants), in case the bank has no information on country of residence of such shareholders (participants). 
A shareholder who has not submitted the above stated statement is not allowed to participate in the General Meeting of Shareholders. 
In this regard, participants of the Meeting shall submit documents at the registration, thus confirming their eligibility to participate in the Meeting and to vote on issues considered at the Meeting.
The shareholders (representatives thereof) arrived shall be registered before the opening of the Meeting. It is required to have an identity document. A representative of the shareholder must submit a power of attorney confirming the authority thereof to participate and vote at the Meeting, or a document confirming the eligibility to act on behalf of the shareholder or represent interests thereof without a power of attorney.
A shareholder (representative of a shareholder) who has not been registered shall not be counted in determining the quorum and shall not be entitled to vote.
The Meeting starts at the announced time if a quorum is present.
The Meeting shall hold elections of the Chairperson and the Secretary of the Meeting, determine the form of voting – open or secret (by poll).
In accordance with Article 50.1 of the Law “On Joint Stock Companies”, voting on the agenda of the Extraordinary General Meeting of Shareholders shall be carried out under the principle of “one share – one vote”, except for providing each person entitled to vote at the Extraordinary General Meeting of Shareholders with one vote regarding the procedural matters related to holding the General Meeting of Shareholders.
The Chairperson shall not be entitled to interfere with the speeches of those eligible to participate in the discussion of the agenda issue, except for cases when such speeches result in violation of the rules of the Meeting or when the dispute on this issue is over.
The Meeting shall be entitled to adopt a resolution on suspension of its work and on extension of the period of work, including postponement of consideration of certain issues of the agenda of the general meeting of shareholders to the following day.
The Meeting may be declared to be closed only after consideration of all issues of the agenda and adoption of resolutions thereon.
In accordance with Article 52.1 of the Law “On Joint Stock Companies”, the minutes of the Meeting shall be drawn up and signed within three business days after the closing of the Meeting.
The Meeting shall be held in accordance with Articles 35-37, 39-48 and 50-52 of the Law “On Joint Stock Companies”, Articles 17.5 and 17.5-1 of the Law “On Banks and Banking Activities”, and Article 15 of the Bank Charter.
* * *
We look forward to welcoming the shareholders of the Bank to participate in the Extraordinary General Meeting of Shareholders of the Bank.


The Extraordinary General Meeting of Shareholders of ForteBank, JSC will be held on July 01, 2024

ForteBank, JSC (hereinafter – the Bank), its executive body (Management Board) located at the address: 8/1, Dostyk str., Yessil district, Astana city, Z05P1P0/010017, the Republic of Kazakhstan, hereby announces the voting results at the Annual General Meeting of the Bank Shareholders (hereinafter the "Meeting") held on April 17, 2024, from 10.00 a.m. to 11.00 a.m. by Astana standard time, at the following address: "Astana" Conference Room, 8th floor, 8/1, Dostyk str., Astana city, Z05P1P0/010017, the Republic of Kazakhstan.
In accordance with the approved agenda, the following issues were considered at the Meeting, and the following resolutions were passed based on the voting results.
* * *
Issue 1 of the Agenda "On approval of the 2023 annual financial statements of the Bank"
Approve the attached Bank’s audited (separate and consolidated) annual financial statements of the Bank for the year that ended on December 31, 2023.
* * *
Issue 2 of the Agenda "On approval of the procedure for distribution of the Bank’s 2023 net income, the amount of the dividend per common share of the Bank"
1.	Approve the procedure for distribution 2023 net income of the Bank  as follows:
	–	the amount up to KZT 58 218 000 000 (fifty-eight billion two hundred eighteen million tenge) to be allocated for payment of dividends on common shares;
	–	the amount of net income remaining after the payment of dividends to be retained at the disposal of the Bank.
2.	Approve the dividend amount per one common share of the Bank  in the amount of KZT 0,6436 (sixty-four point thirty-six tyin), including the amount of taxes payable in accordance with the legislation of the Republic of Kazakhstan. At the same time, the total amount of dividends to be paid to each shareholder must be determined with an accuracy to a whole tiyn (rounding shall be made according to the rules of mathematical rounding). For this purpose, the rule of mathematical rounding is understood to be the rounding method wherein the value of a whole tiyn (whole tiyns) does not change if the first digit that comes after the one being rounded is from 0 to 4, and changes, having been increased by one if the first digit that comes after the one being rounded is from 5 to 9.
3.	Record a list of shareholders entitled to receive dividends as of May 13, 2024, 00:00 a.m. by Astana standard time.
4.	Determine the date to commence the payment of dividends on the Bank’s  common shares to be May 15, 2024.
5.	Approve the payment procedure as a one-off payment.
6.	Approve the form of payment of dividends on common shares of the Bank, located at the address: Z05P1P0 (010017), 8/1 Dostyk str., Astana city, the Republic of Kazakhstan, bank details: BIN 990740000683, BIC IRTYKZKA, Beneficiary code: 14, IIC: KZ23125KZT1001300204 with the National Bank of the Republic of Kazakhstan RPI, BIC NBRKKZKX – to be in non-cash form to the banking details of shareholders in the system of the Bank’s shareholders register.
* * *
Issue 3 of the Agenda "On the Report of the Board of Directors of the Bank for the past financial year"
Approve the Report of the Board of directors of the Bank for the past financial year.
* * *
Issue 4 of the Agenda "On the appeals of shareholders to the actions of the Bank and its officials, and the results of consideration thereof"
Take a note of the information of the Bank Management Board that in 2023 the Bank received 13 appeals from eleven of its shareholders (regarding the matters of owning and selling shares and GDR, regarding accrual and payment of dividends on the Bank shares, as well as application of taxation), in response to which the Bank had sent letters with appropriate explanations, and that there were no appeals of the shareholders to the actions of the Bank and its officers.
* * *
Issue 5 of the Agenda "On the amount and composition of remuneration of members of the Board of Directors and the Management Board of the Bank in 2023"
Take note of the attached information on the amount and composition of remuneration of members of the Board of directors and the Management Board of the Bank in 2023.
* * *
Issue 6 of the Agenda "On approval of the amendment № 3 to the Provision on the Board of Directors of the Bank"
Approve the amendment № 3 to the Provision on the Board of Directors of the Bank as per the addendum 1 hereto, putting it into effect on the day following the date of adoption hereof.
* * *
Total common voting shares of the Bank represented at the Meeting during the whole time thereof – 81 559 638 456 (98,1212 % of the total common voting shares).


On voting results at the Annual General Meeting of Shareholders of Fortebank, JSC

ForteBank, JSC (hereinafter – Bank), its executive body (Management Board) located at the address: 8/1, Dostyk str., Yessil district, Astana city, Z05P1P0/010017, the Republic of Kazakhstan, hereby announces the voting results at the Extraordinary General Meeting of the Bank Shareholders (hereinafter the “Meeting”) held on April 3 rd, 2024 from 10.00 a.m. to 11.00 a.m. by Astana standard time, at the following address: “Astana” Conference Room, 8th floor, 8/1, Dostyk str., Astana city, Z05P1P0/010017, the Republic of Kazakhstan.
In accordance with the approved agenda, the following issues were considered at the Meeting, and the following resolutions were passed based on the voting results.
* * *
Issue 1 of the Agenda “On taking note of the information on the results of performance of ForteBank, Joint Stock Company in 2023” 
Take a note of the information on the results of performance of ForteBank, Joint Stock Company in 2023.
* * *
Issue 2 of the Agenda “On termination of office of Mr. Ye. Abdrazakov, Mr. Ye. Ospanov and Mr. M. Mirzabekov as members of the Board of Directors of the Bank”
1. Powers of Mr. Yeldar Abdrazakov as a member of the Board of Directors – independent director of the Bank shall be terminated early on April 3rd, 2024.
2. Powers of Mr. Yerlan Ospanov as a member of the Board of Directors of the Bank and representative of interests of Mr. Bulat Utemuratov, a shareholder of the Bank, shall be terminated early on April 3rd, 2024.
3. Powers of Mr. Marlen Mirzabekov as a member of the Board of Directors of the Bank and representative of interests of Mr. Bulat Utemuratov, a shareholder of the Bank, shall be terminated early on April 3rd, 2024.
* * *
Issue 3 of the Agenda “On determining the number of members of the Board of Directors of the Bank, election of its members and determining the amount of remuneration of the members of the Board of Directors of the Bank”
1. The membership of the Board of Directors of the Bank shall be determined to have five persons, including:
1) two members of the Board of Directors as representatives of the shareholders of the Bank;
2) three members of the Board of Directors as independent directors of the Bank.
2. Mr. Fedor Popandopulo shall be elected on April 3rd, 2024, as a member of the Board of Directors of the Bank – independent director of the Bank.
3. Mr. Yerlan Tuyakbayev shall be elected on April 3rd, 2024, as a member of the Board of Directors of the Bank – independent director of the Bank.
4. It shall be established that the term of office of Mr. Fedor Popandopulo and Mr. Yerlan Tuyakbayev as members of the Board of Directors of the Bank shall terminate simultaneously with termination of the term of office of the Board of Directors as a whole,
that is, on the date of the annual general meeting of shareholders of the Bank in 2025, in accordance with the resolution of the annual general meeting of shareholders of the Bank dated April 1st, 2022 (minutes No. 01/22).
5. The amount of monthly fixed remuneration of the members of the Bord of Directors of the Bank before taxes and other deductions established by the law of the Republic of Kazakhstan shall be determined as per the addendum 1 hereto.
6. It shall be established that payment of the fixed remuneration to the members of the Board of Directors shall be made monthly by the third day of the month following the month for which the settlement is being made.
7. It shall be established that other payments, as well as reimbursement of costs to the members of the Board of Directors of the Bank shall be performed in the amount and according to the procedure established by the Policy for remuneration of the members of the Board of Directors of ForteBank, JSC and reimbursement of their expenses.
* * *
While commenting on the results of the Meeting, Mr. Bulat Utemuratov, the majority shareholder of ForteBank, has expressed gratitude towards and appreciation of the former Chairperson of the Board of Directors, the independent director, Mr. Yeldar Abdrazakov, as well as the members of the Board of Directors Mr. Yerlan Ospanov and Mr. Marlen Mirzabekov, for their contribution to the development of the Bank. Bulat Utemuratov emphasized the significant progress in implementing the strategy and strengthening the Bank’s position in the financial sector of Kazakhstan, achieved during the chairmanship of Mr. Yeldar
Abdrazakov.
Meanwhile, in accordance with the resolution adopted by the Board of Directors at the meeting that has taken place immediately after the Meeting, on April 3rd, 2024, Mr. Timur Issatayev was elected as the Chairperson of the Board of Directors of ForteBank. Thus, current Board of Directors of ForteBank, JSC is represented by five following members: 
Mr. Timur Issatayev – Chairperson of the Board of Directors, representative of the shareholder’s interests; 
Mr. Anuar Utemuratov – member of the Board of Directors, representative of the shareholder’s interests; 
Mr. Talgat Kuanyshev – member of the Board of Directors, independent director; 
Mr. Fedor Popandopulo – member of the Board of Directors, independent director; 
Mr. Yerlan Tuyakbayev – member of the Board of Directors, independent director.
* * *
Total common voting shares of the Bank represented at the Meeting during the whole time thereof – 80 629 447 285 (97,0717 % of the total common voting shares).
* * *
* The use of reformulated information contained in this press release requires mandatory mention of the source and agreement with ForteBank (pr@fortebank.com).

On voting results at the Extraordinary General Meeting of Shareholders of ForteBank, JSC

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