S&P Global Ratings withdraws the ratings of ForteBank, JSC due to the Bank's decision to suspend its participation in the rating process of S&P. 

At the end of March, 2024, S&P raised ForteBank's national scale rating to "kzA" from "kzA-", improving the outlook to "Positive". As of the date of withdrawal, ForteBank's long-term and short-term credit ratings were at "BB-/B", the national scale rating was "kzA", and the outlook on the ratings was "Positive".

"We are grateful to S&P for our long-term cooperation. The current situation shows that it is sufficient to have ratings of two agencies to confirm the Bank’s creditworthiness and sustainability for customers, shareholders and investors. ForteBank's ratings from both Moody's and Fitch fully reflect the Bank's strong financial performance, the chosen business model and the Bank's development prospects in the market. Forte team consistently implements the development strategy, ensuring digitalization of services, sustainable growth, and balanced portfolios," said Bekzhan Pirmatov, Chairperson of the Management Board of ForteBank.

ForteBank still has ratings from two rating agencies, Moody's and Fitch, confirming ForteBank's strong capitalization, liquidity and profitability. Thus, in August, 2023, Fitch upgraded the long-term issuer default rating to "BB" from "BB-", the Bank's viability rating to "bb" from "bb-", and the national long-term rating to "A(kaz)" from "A-(kaz) ". The outlook on the ratings is "Stable".

In November 2023, Moody's improved ForteBank's rating outlook to "Positive" and affirmed its local and foreign currency deposit ratings at "Ba2".

ForteBank is among the five largest banks in Kazakhstan and is one of the most stable, liquid, and well-capitalized banks in the country. As of February 1, 2024, the Bank's assets exceed 3.3 trillion tenge. The loan portfolio makes 1.5 trillion tenge and deposits amount to more than 2.3 trillion tenge. Forte has an extensive network of 20 branches and about 100 outlets across the country.

As of April 01, 2024, the ratings of ForteBank, JSC are as follows: 
Moody's 
Long-term foreign and local currency deposit rating "Ba2"
Long-term counterparty risk rating "Ba1"
Outlook "Positive"

Fitch Ratings 
Long-term issuer default rating "BB"
Short-term issuer default rating "B"
Outlook "Stable"


S&P has withdrawn ForteBank's ratings at ForteBank’s request

ForteBank Joint Stock Company (hereinafter referred to as the “Bank”), the executive board (Management Board) located at the address: 8/1, Dostyk str., Yessil district, Astana city, Z05P1P0/010017, the Republic of Kazakhstan, hereby notifies its shareholders on Annual General Meeting of shareholders of the Bank (hereinafter the “Meeting”) convened at the initiative of the Board of Directors of the Bank (Minutes of Meeting No. 5 dated March 15, 2024) pursuant to Article 35.1, 35.2, Article 37.1, 37. 3.3 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 April 17, 2024, at 10.00 a.m. (Astana time), at the following address: “Astana” Conference Room, 8th floor, 8/1, Dostyk str., Astana city.

The participants shall be registered on April 17, 2024, from 09.00 a.m. to 09.45 a.m. (Astana 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. (Astana time) on March 26, 2024.

In the absence of a quorum, the adjourned Meeting will be held on April 18, 2024, at 10.00 a.m. (Astana time) at the same address and with the same agenda. The participants of the adjourned Meeting will be registered on April 18, 2024, from 09.00 a.m. to 09.45 a.m. (Astana time) at the venue of the Meeting.

***

**Agenda of the Meeting**

1. On approval of the 2023 annual financial statements of the Bank.
2. On approval of the procedure for distribution of the Bank’s net income for 2023, the amount of the dividend per common share of the Bank.
3. On the Report of the Board of Directors of the Bank for the past financial year.
4. On the appeals of shareholders to the actions of the Bank and its officials, and the results of consideration thereof.
5. On the amount and structure of remuneration of members of the Board of Directors and the Management Board of the Bank in 2023.
6. On approval of the amendment № 3 to the Provision on the Board of Directors of the Bank.

***

The agenda of the Meeting is subject to amendments and/or supplements as stipulated by the law.

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 will be available for familiarization by shareholders not later than 10 days prior to the date of the Meeting 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 from the day of the request receipt, 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, 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 the Meeting holding.

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: resolution of the Management Board of the Agency of the Republic of Kazakhstan for regulation and development of financial market dated February 24, 2020, № 8 On establishing a list of offshore zones for the purposes of banking and insurance business, operation of the professional participants of stock market and other licensable types of activity on the stock market, business of the joint stock investment funds and business of organizations performing 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 banks.

Pursuant to para.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 the present 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, at registration, participants of the Meeting shall submit documents confirming their eligibility to participate in the Meeting and vote on issues considered at the Meeting.
The shareholders (representatives thereof) arrived shall be registered before opening of the Meeting. Each shareholder is required to have his (her) identity document. A representative of the shareholder must submit a power of attorney confirming the authority thereof to participate and vote at the Meeting.

A shareholder (representative of a shareholder) arrived to take part in the Meeting held in-person is to be registered.

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 held elections of the chairperson and the secretary of the meeting, determines 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 annual general meeting of shareholders is carried out under the principle of “one share – one vote”, except for providing each person eligible to vote at an annual general meeting of shareholders with one vote on the procedural issues of 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 take a decision 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 closed only after consideration of all the 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 general meeting of shareholders shall be drawn up and signed within three business days after the closing of the general meeting of the shareholders.

The Meeting shall be held in accordance with Articles 35-37, 39-48, 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 in the Annual General Meeting
of shareholders of the Bank.

The Annual General Meeting of ForteBank, JSC shareholders will take place on April 17, 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 March 4th, 2024 No.
4) on the basis of Article 35.1, Article 37.2.1), 37.3.3), 36.1.16) 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 April 3rd, 2024 at 10.00 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 April 3rd, 2024, from 09.00 a.m. to 09.45 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 March 19, 2024.
In the absence of a quorum, the adjourned Meeting will be held on April 4th , 2024, at 10.00 a.m. (Astana time) at the same address and with the same agenda. The participants of the adjourned Meeting will be registered on April 4 th , 2024, from 09.00 a.m. to 09.45 a.m. (Astana time) at the venue of the Meeting.
* * *
Agenda of the Meeting
1. On taking note of the information on the results of performance of ForteBank, Joint Stock Company in 2023.
* * *
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 April 3rd , 2024

ForteBank JSC (hereinafter – Bank), its executive body (Management Board) located at the address: 8/1, Dostyk str., Yessil district, Astana 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 May 02th, 2023 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, 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 2022 annual financial statements of the Bank"
Approve the attached Bank’s audited annual financial statements for the year ended on December 31st, 2022.
* * *
Issue 2 of the Agenda "On approval of the procedure for distribution of the Bank’s 2022 net income, the amount of the dividend per common share of the Bank"
1.	Approve the procedure for distribution 2022 net income of ForteBank JSC, taking into account paragraph 7 hereof, as follows:
	–	the amount up to KZT 49 043 000 000 (forty-nine billion forty-three 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.	In the event of payment of the dividends on common shares in the amount established in clause 1 hereof, to approve the dividend amount per one common share of ForteBank JSC To in the amount of KZT 0,5421 (fifty-four point twenty-one 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 3rd, 2023, 00:00 a.m. by Astana standard time.
4.	Determine the date to commence the payment of dividends on ForteBank JSC common shares to be May 4th, 2023.
5.	Approve the payment procedure as a one-off payment.
6.	Approve the form of payment of dividends on common shares of ForteBank JSC, located at the address: Z05P1P0 (010017), 8/1 Dostyk str., Astana city, 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 shareholders register.
7.	In case of non-compliance of this decision, as of the date of execution thereof, with the enacted decree of the Republic of Kazakhstan Agency for regulation and development of the financial market on approval of the terms of distribution of income, accrual of dividends on the common shares and (or) privileged shares and (or) undated financial instruments, as well as repurchase of own shares by a second-tier bank utilizing the funds of the state budget, the National Fund of the Republic of Kazakhstan and (or) subsidiaries thereof, the National Bank of the Republic of Kazakhstan and (or) subsidiaries thereof for the purpose of ensuring its financial stability and (or) rehabilitation, to instruct the Board of directors and the Management Board of ForteBank JSC to initiate amendments hereto in order to bring it in line with said decree of the Agency for regulation and development of the financial market of Republic of Kazakhstan.".
* * *
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 2022 the Bank received 11 appeals from ten 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 2022.
* * *
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 2022"
Take a 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 2022.
* * *
Issue 6 of the Agenda "On the election of a member of the Board of Directors of the Bank"
1.	Elect, effective as of May 2nd, 2023, Mr. Talgat Kuanyshev as a member of the Board of Director of the Bank – Independent Director of the Bank.
2.	Establish that the term of office of Mr. Talgat Kuanyshev as a member of the Board of Directors of the Bank – Independent Director of the Bank shall expire simultaneously with the expiration of the terms of office of the Bank’s Board of Directors as a whole, that is, on the date of the Annual General Meeting of Shareholders of the Bank in 2025.
3.	Determine the amount of monthly fixed remuneration of the member of the Board of Directors of the Bank – Independent Director of the Bank Mr. Talgat Kuanyshev, before any taxes and other deductions, in accordance with the addendum 1 hereto.
4.	Establish that other payments, as well as reimbursement of expenses to the member of the Board of Directors of the Bank – Independent Director of the Bank Mr. Talgat Kuanyshev, shall be made in the amount of 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 expenses thereof.
* * *
Total common voting shares of the Bank represented at the Meeting during the whole time thereof – 81,559,638,456 (99.4063 % 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, Republic of Kazakhstan, hereby announces the voting results at the Extraordinary General Meeting of the Bank Shareholders (hereinafter the “Meeting”) held on December 28th, 2022 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, 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 amended Charter of ForteBank Joint Stock Company”
1. To approve the amended Charter of ForteBank Joint Stock Company in accordance with Annex 1 to this resolution, effective as of the date of this resolution.
2. To authorize Mr. B. Pirmatov, Chairman of the Management Board (or the person acting as such) to sign the Charter of ForteBank Joint Stock Company on behalf of its shareholders and to perform other actions associated with the approval of the amended Charter of ForteBank Joint Stock Company.
* * *
Issue 2 of the Agenda “On designation of the audit organization conducting audit and review of the financial statements of ForteBank Joint Stock Company in 2023-2025 and for 2023-2025”
To designate KPMG Audit LLP as the audit organization conducting audit and review of the financial statements of the Bank in 2023-2025 and for 2023-2025.
* * *
Total common voting shares of the Bank represented at the Meeting during the whole time thereof – 73,714,243,282 (98.0847 % of the total common voting shares).



On voting results at the extraordinary general meeting of shareholders of ForteBank JSC

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