
PRESS RELEASE

NOTIFICATION ON RECOGNITION OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF FORTEBANK JSC AS  INQUORATE.

ForteBank JSC (location of the Management Board: 8/1, Dostyk str., Esil District, Nur-Sultan city, Z05P1P0/010017, Republic of Kazakhstan) (hereinafter referred to as “the Bank”) notifies that the extraordinary general meeting of shareholders of the Bank, scheduled for October 25, 2021, as well as the reconvened extraordinary meeting of shareholders of the Bank, scheduled for October 26, 2021, have failed to take place due to the absence of a quorum.


Nofitication on recognition of the Extraordinary General Meeting of Shareholders as inquorate

ForteBank JSC (hereinafter referred to as the “Bank”) with the executive board (Management Board) located at: 8/1, Dostyk str., Yessil district, Nur-Sultan city, Z05P1P0/010017, 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 September 21st, 2021 No. 32) on the basis of Article 35.1, Article 37.2.1) and Article 41 of the Republic of Kazakhstan Law “On Joint Stock Companies” (hereinafter the Law “On Joint Stock Companies”).

The Meeting will be held on **October 25th, 2021** at 10.00 a.m. (Nur-Sultan time) at the following address: Conference Room “Astana”, 8th floor, 8/1, Dostyk str., Nur-Sultan city.

The participants shall be registered on October 25th, 2021 from 09.00 a.m. to 09.45 a.m. (Nur-Sultan time) at the venue of the Meeting.

The register of the Bank shareholders eligible to participate at the Meeting will be compiled as at 00.00 a.m. (Nur-Sultan time) on October 11th, 2021.

In the absence of a quorum, the adjourned Extraordinary General Meeting of the Bank Shareholders will be held on October 26th, 2021 at 10.00 a.m. (Nur-Sultan time) at the same address. The participants of the adjourned Extraordinary General Meeting of the Bank Shareholders will be registered on October 26th, 2021 from 09.00 a.m. to 09.45 a.m. (Nur-Sultan time) at the venue of the Meeting.

**Agenda of the Meeting**

1. On determination of the number of members of the Board of Directors of ForteBank JSC.
3. On the election of a member of the Board of Directors - an independent director of ForteBank JSC and determination of the level of his remuneration.

In accordance with Article 43.4.1 of the Law “On Joint Stock Companies”, the agenda of the Meeting may be supplemented by a shareholder owning, independently or together with other shareholders, five or more percent of the voting shares of the company, or by the Board of Directors, provided that shareholders of the Bank have been notified of such amendments not later than 15 days prior to the date of the Meeting.

Pursuant to Article 44.4 of the Law “On Joint Stock Companies”, the materials on issues of the agenda of the Meeting will be prepared and available for familiarization of shareholders not later than ten calendar 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 materials on issues of the agenda of the Meeting shall be sent thereto within three business days since the day of receipt of the request, provided that the cost of documents copies making and documents delivery shall be borne by the shareholder.

For more information on holding of the Meeting, please call: +7 (7172) 59 99 99, extension 10200.

We hereby offer the shareholders of the Bank to get acquainted with the following procedure for holding the Meeting.
In accordance with article 17.5 of the Republic of Kazakhstan Law “On Banks and Banking Activities in the Republic of Kazakhstan”, legal entities incorporated in offshore zones, the list whereof is established by the authorized authority (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 Republic of Kazakhstan resident banks.

According to paragraph 5-1 of said article, a shareholder participating at the general meeting of shareholders shall submit a statement which indicates the compliance with paragraph 5 of this article by its shareholders (participants), in case if the bank has no information on country of residence of such shareholders (participants). The second subparagraph of the aforementioned paragraph stipulates that a shareholder who has not submitted the above statement is not allowed to participate in the general meeting of shareholders.
In this regard, at the registration, participants of the Meeting shall submit documents confirming their eligibility to participate at the Meeting and vote on issues considered at the Meeting.

The shareholders (representatives thereof) arrived shall be registered before 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 opens at the announced time if a quorum is present.

The Meeting shall hold elections of the chairperson and 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 one vote each 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.
A 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.
A 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 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, 36, 37, 39–48, 50, 51, 52 and 54 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.

In accordance with the issue of the agenda of the Meeting “On the election of a member of the Board of Directors - an independent director of ForteBank JSC and determination of the level of his remuneration”, we kindly ask you, to submit to the Bank the list of nominated members of the Board of Directors of the Bank by 6 p.m. on October 11th, 2021.
We inform that in accordance with Article 44.2 of the Republic of Kazakhstan Law “On Joint Stock Companies”, the information on proposed nominated members of the Board of Directors of the Bank should include:
1) last name, first name, and patronymic (optional);
2) education background;
3) information on affiliation with the Bank;
4) information on places of work and positions held for the last three years;
5) other information confirming the qualification and experience of the candidate.

The person proposed (recommended) to be elected as a member of the Board of Directors of the Bank must comply with the requirements for executives established by Article 20 of the Republic of Kazakhstan Law “On Banks and Banking Activities in the Republic of Kazakhstan”, Article 54 of the Republic of Kazakhstan Law “On Securities Market”. The person proposed (recommended) to be elected to hold the position of an Independent Director must meet the requirements of Article 1.20 of the Law “On Joint Stock Companies” as well.

We are looking 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 ForteBank JSC Shareholders will be held on October 25th, 2021

PRESS RELEASE

**ON VOTING RESULTS
AT THE EXTRAORDINARY 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, Nur-Sultan city, Z05P1P0/010017, Republic of Kazakhstan, hereby announces the voting results at the Extraordinary General Meeting of the Bank Shareholders (hereinafter the “Meeting”) held on July 12th, 2021 from 10.00 to 11.00 by Nur-Sultan standard time, at the following address: “Astana” Conference Room, 8th floor, 8/1, Dostyk str., Nur-Sultan city, Z05P1P0/010017, Republic of Kazakhstan.
In accordance with the approved agenda, the following issues were considered at the Meeting, and following resolutions were passed based on the voting results.

**Issue 1 of the Agenda “On approval of the amendment №7**
**to the Charter of ForteBank Joint Stock Company”**

1. To approve the amendment № 7 to the Charter of ForteBank Joint Stock Company as worded in the Addendum 1 hereto, effective on the date of this resolution.

2. To authorize Mr. G. Andronikashvili, the Chairman of the Management Board of the Bank (or the person carrying out his duties) to sign the amendment № 7 to the Charter of ForteBank Joint Stock Company for and n behalf of the shareholders and to perform other actions related to the implementation of the amendment № 7 to the Charter of ForteBank Joint Stock Company.

**Issue 2 of the Agenda “On approval of the amendment №1**
**to the Provision on the Board of Directors of ForteBank JSC”**

To approve the amendment № 1 to the Provision on the Board of Directors of ForteBank JSC as worded in the Addendum 2 hereto, coming into effect on the date following the date of this resolution.

**Issue 3 of the Agenda “On determining the level of the non-fixed remuneration of the members of the Board of Directors of ForteBank JSC for achievement of the strategic goals for 2014-2020 by the Bank”**

1. To determine the levels of the non-fixed remuneration for achievement of the strategic goals for 2014-2020 by the Bank for Mr. H. Pandza, a member of the Board of Directors – Independent Director of the Bank, and for Mr. Bekturov R., ex-member of the Board of Directors of the Bank, in accordance with the Addendum 3 hereto, taking into consideration the clause 2 hereof.

2. To pay Mr. H. Pandza, a member of the Board of Directors – Independent Director of the Bank, and Mr. Bekturov R., ex-member of the Board of Directors of the Bank, a part of the non-fixed remuneration (constant component), amounting 50% of the level of the non-fixed remuneration specified in the Addendum 3 hereto.

**Issue 4 of the Agenda “On election of a member of the Board of Directors of the Bank”**

1. To elect, as from August 2nd, 2021, Mr. Guram Andronikashvili as a member of the Board of Directors of the Bank representing the interests of Bulat Utemuratov, a shareholder of the Bank.

2. To establish that the term of office of Mr. G. Andronikashvili as a member of the Board of Directors of the Bank shall expire simultaneously with the expiration of the terms of office of the Board of Directors of the Bank as a whole, that is, on the date of the Annual General Meeting of the Bank Shareholders in 2022.

3. To determine the amount of the monthly fixed remuneration of the member of the Board of Directors of the Bank Mr. Guram Andronikashvili, before taxes and other deductibles established by the law of the Republic of Kazakhstan, in accordance with the Addendum 4 hereto.

4. To establish that all other payments to the member of the Board of Directors of the Bank Mr. Guram Andronikashvili shall be made in the amount and in accordance with the procedure established by the Policy of 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 – 
73 714 243 282 (98,7032 % 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 ForteBank JSC Shareholders will be held on July 12, 2021**

ForteBank JSC (hereinafter referred to as the “Bank”) with the executive board (Management Board) located at: 8/1, Dostyk str., Yessil district, Nur-Sultan city, Z05P1P0/010017, 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 June 10th, 2021 No. 16) on the basis of Article 35.1, Article 37.2.1) and Article 41 of the Republic of Kazakhstan Law “On Joint Stock Companies” (hereinafter the Law “On Joint Stock Companies”).
The Meeting will be held on July 12, 2021 at 10.00 a.m. (Nur-Sultan time) at the following address: Conference Room “Astana”, 8th floor, 8/1, Dostyk str., Nur-Sultan city.

The participants shall be registered on July 12, 2021 from 09.00 a.m. to 09.45 a.m. (Nur-Sultan time) at the venue of the Meeting.

The register of the Bank shareholders eligible to participate at the Meeting will be compiled as at 00.00 a.m. (Nur-Sultan time) on June 28, 2021.

In the absence of a quorum, the adjourned Extraordinary General Meeting of the Bank Shareholders will be held on July 13, 2021 at 10.00 a.m. (Nur-Sultan time) at the same address. The participants of the adjourned Extraordinary General Meeting of the Bank Shareholders will be registered on July 13, 2021 from 09.00 a.m. to 09.45 a.m. (Nur-Sultan time) at the venue of the Meeting.

**Agenda of the Meeting**

1. On approval of amendment No. 7 to the Charter of ForteBank Joint Stock Company.
2. On approval of amendments No. 1 to the Regulation on the Board of Directors ForteBank JSC.
3. On determination of the level of non-fixed remuneration of the members of the Board of Directors of ForteBank JSC for the achievement of the strategic goals by the Bank set for 2014–2020.

In accordance with Article 43.4.1 of the Law “On Joint Stock Companies”, the agenda of the Meeting may be supplemented by a shareholder owning, independently or together with other shareholders, five or more percent of the voting shares of the company, or by the Board of Directors, provided that shareholders of the Bank have been notified of such amendments not later than 15 days prior to the date of the Meeting.

Pursuant to Article 44.4 of the Law “On Joint Stock Companies”, the materials on issues of the agenda of the Meeting shall have been prepared and available for familiarization of shareholders not later than ten calendar 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 materials on issues of the agenda of the Meeting shall be sent thereto within three business days of 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 holding of the Meeting, please call: +7 (7172) 59 99 99, extension 10200.

We hereby offer the shareholders of the Bank to acquaint themselves with the following procedure for holding the Meeting.

In accordance with article 17.5 of the Republic of Kazakhstan Law “On Banks and Banking Activities in the Republic of Kazakhstan”, legal entities incorporated in offshore zones the list whereof is established by the competent authority (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 Republic of Kazakhstan resident banks.

According to paragraph 5-1 of said article, a shareholder participating at the general meeting of shareholders shall submit a statement which indicates the compliance with paragraph 5 of this article by its shareholders (participants), in case if the bank has no information on country of residence of such shareholders (participants). The second subparagraph of the aforementioned paragraph stipulates that a shareholder who has not submitted the above statement is not allowed to participate at the general meeting of shareholders.

In this regard, at the registration, participants of the Meeting shall submit documents confirming their eligibility
to participate at the Meeting and vote on issues considered at the Meeting.

The shareholders (representatives thereof) arrived shall be registered before 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 opens at the announced time if a quorum is present.

The Meeting shall hold elections of the chairperson and 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 one vote each 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 extraordinary general meeting of shareholders 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.

A 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 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 are looking forward to welcoming the shareholders of the Bank to participate at the Extraordinary General Meeting of Shareholders of the Bank.

The Extraordinary General Meeting of ForteBank JSC Shareholders will be held on July 12, 2021

**PRESS RELEASE**

**ON VOTING RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF FORTEBANK JSC**

ForteBank JSC (hereinafter – Bank), with its executive body (Management Board) located at the address: 8/1, Dostyk str., Yessil district, Nur-Sultan city, Z05P1P0/010017, Republic of Kazakhstan, hereby announces the voting results at the Annual General Meeting of the Bank Shareholders (hereinafter the “Meeting”) held on March 29th, 2021 from 10.00 to 11.00 by Nur-Sultan standard time, at the following address: “Astana” Conference Room, 8th floor, 8/1, Dostyk str., Nur-Sultan city, Z05P1P0/010017, Republic of Kazakhstan.
In accordance with the approved agenda, the following issues were considered at the Meeting, and following resolutions were passed based on the voting results.

**Issue 1 of the Agenda “On approval of the 2020 annual financial statements of the Bank”**

To approve the attached audited annual financial statements of ForteBank JSC for the year ended on December 31, 2020.

**Issue 2 of the Agenda “On approval of the order of distribution of the Bank’s 2020 net income, the amount of the dividend per one common share of the Bank”**

1. 	To approve the following treatment of a part of undistributed profit of ForteBank JSC for 2020:

- the amount up to a maximum of KZT 52 961 700 000 (fifty-two billion nine hundred sixty-one million seven hundred thousand 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.	To approve the dividend amount per one common share of ForteBank JSC in the amount of KZT 0,5951 (zero point fifty-nine fifty-one tiyn), 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.    To record the list of shareholders eligible to receive dividends as of 30 March 2021, 00:00 a.m. by Nur-Sultan standard time.

4. 	To determine the date of commencing of dividend payment on common shares of ForteBank JSC – starting from March 31, 2021.

5. 	Approve the payment procedure as a one-off payment.

6. 	To approve the form of payment of dividends on common shares of ForteBank JSC – in non-cash form to the banking details of shareholders in the system of the Bank shareholder registers.
	Banking details of the company: name ForteBank JSC, location: 8/1, Dostyk str., Nur-Sultan city, Republic of Kazakhstan, Z05P1P0 (010017), banking details: BIN 990740000683, BIC IRTYKZKA, Beneficiary Code 14, correspondent account KZ23125KZT1001300204 with the National Bank of the Republic of Kazakhstan Republican State Institution, BIC NBRKKZKX .

**Issue 3 of the Agenda “On the Report of the Board of Directors of the Bank for the past financial year”**

To approve the report of the Board of Directors of ForteBank JSC for the expired fiscal 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 2020, the Bank received 11 appeals from 9 of its shareholders regarding accrual and payment of dividends on the Bank shares, as well as the sale of the Bank shares held by its shareholders, 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 in 2020.

**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 2020”**

To take into consideration 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 2020.

**Issue 6 of the Agenda “Determining the amount of remuneration of members of the Bank's Board of Directors”**

1.	To determine the amount of remuneration of the members of the Board of Directors of the Bank in accordance with Appendix 1 to this resolution with the entry into force of  present resolution from January 01, 2021.
2.	Extend the effect of paragraph 1 of this resolution to relations that have arisen from January 01, 2021.


**Issue 7 of the Agenda “On defining the membership, term of office and electing the members of the Counting commission of the bank”**

1.	Determine that the term of office of the members of the Counting Commission of the Bank (the main and reserve members of the Counting Commission) expires at the time of the election of the new members of the Counting Commission of the Bank. 
2.	To elect as members of the Bank's Counting Commission: 
- the main team – Nazhmidenov B.A., Bolgauov A.T., Yeszhan A.M.;
- reserve staff - Suleimenova S.S., Khazhiyev A.T., Naraliyeva A.T.

*Total common voting shares of the Bank represented at the Meeting during the whole time thereof – 73,714,243,282 (98.7003 % of the total common voting shares).*


On voting results of the Annual General Meeting of the Shareholders of ForteBank JSC

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