**Notice: the Extraordinary General Meeting of Shareholders of ForteBank JSC will be held on December 28, 2022** 

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, 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 November 22nd, 2022 No. 41(z)) on the basis of Article 35.1, Article 37.2.1, 37.3.3) 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 December 28, 2022 at 10.00 a.m. (Astana time) at the following address: Conference Room “Astana”, 8th floor, 8/1, Dostyk str., Astana city.

The participants shall be registered on December 28, 2022 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 December 5, 2022.

In the absence of a quorum, the adjourned Meeting will be held on December 29, 2022 at 10.00 a.m. (Astana time) at the same address and with the same agenda. The participants of the adjourned Meetingwill be registered on December 29, 2022 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 Charter of ForteBank Joint Stock Company in the new edition.
2. On determining the audit organization that performs the audit and review of financial statements
of ForteBank Joint Stock Company in 2023–2025 and for 2023–2025.

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 materials on issues of the agenda of the Meeting shall be prepared and available for familiarization of 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 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 the Meeting holding, 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 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 Republic of Kazakhstan resident banks.

According 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 para.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, at the 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 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 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 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 are looking forward to welcoming the shareholders of the Bank to participate in the Extraordinary General Meeting of Shareholders of the Bank.

Notice: the Extraordinary General Meeting of Shareholders of ForteBank JSC will be held on December 28, 2022

<Typography variant="text3Regular" color="textPrimary">
ForteBank JSC (hereinafter – the Bank), with its executive body (Management Board) located at the address: 8/1 Dostyk str., Yessil district, Nur-Sultan, Z05P1P0/010017, Republic of Kazakhstan, hereby informs on the results of the vote at the Extraordinary General Meeting of Shareholders of the Bank (hereinafter – the Meeting) which has taken place on June 7th, 2022, from 10.00 a.m. until 11.00 a.m., Nur-Sultan time, at the address: “Astana” conference-hall, 8th floor, 8/1 Dostyk str., Nur-Sultan, Z05P1P0/010017, Republic of Kazakhstan.
In accordance with the approved agenda, the following issues have been considered and the following resolutions have been made at the Meeting, based on the results of the vote.
* * *
Regarding the issue 1 of the agenda “On approval of the amendment № 2 
to the Provision of the Board of Directors of ForteBank JSC”
To approve the amendment № 2 to the Provision on the Board of Directors of ForteBank JSC in accordance with the addendum 1 hereto; said amendment shall come into force on the day following the date of this resolution.
* * *
Regarding the issue 2 of the agenda “On election of a member of the Board of Directors of the Bank”
1.	To elect Mr. Erlan Ospanov 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.	To establish that the term of office of Mr. Erlan Ospanov as a member of the Board of Directors 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.	To determine the amount of monthly fixed remuneration of the member of the Board of Directors of the Bank, Mr. Erlan Ospanov, before any taxes and other deductions, in accordance with the resolution of the Annual General Meeting of Shareholders of the Bank (minutes dated March 29th, 2021 № 01/21).
4.	To establish that other payments, as well as reimbursement of expenses to the member of the Board of Directors of the Bank, Mr. Erlan Ospanov, 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.
* * *
The total number of the common voting shares of the Bank represented at the Meeting throughout its entire period is 73 714 243 282 (98,11113 % of the total number of the common voting shares).

</Typography>


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

Notice: the Extraordinary General Meeting of ForteBank JSC Shareholders will be held on June 7, 2022
 
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 May 6th, 2022 No. 16) on the basis of Article 35.1, Article 37.2.1, 37.3.3) 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 June 7, 2022 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 June 7, 2022 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 in the Meeting will be compiled as at 00.00 a.m. (Nur-Sultan time) on May 23, 2022.
In the absence of a quorum, the adjourned Extraordinary General Meeting of the Bank Shareholders will be held on June 8, 2022 at 10.00 a.m. (Nur-Sultan time) at the same address and with the same agenda. The participants of the adjourned Extraordinary General Meeting of the Bank Shareholders will be registered on June 8, 2022 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. 2 to the Regulation on 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 materials on issues of the agenda of the Meeting shall be prepared and available for familiarization of 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 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 the Meeting holding, 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: 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 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 para.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, at the 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. 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 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 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.
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 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 June 7, 2022

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 of the Annual General Meeting of the Bank Shareholders (hereinafter the “Meeting”) held on April 1th, 2022 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.
* * *
**Regarding the Issue 1 of the Agenda “On approval of the 2021 annual financial statements of the Bank”**

The audited annual financial statements of the Bank for the year ended December 31st, 2021 were approved.

**Regarding the Issue 2 of the Agenda “On approval of the order of distribution of the Bank’s 2021 net income, on the amount of the dividend per one common share of the Bank”**

1. The Bank's net income for 2021 has not been distributed.
2. The Bank's net income has been kept at the disposal of the Bank.

**Regarding the Issue 3 of the Agenda “On the Report of the Board of Directors of the Bank for the past financial year”
The Report of the Board of Directors of the Bank for the past financial year was approved.**

**Regarding the Issue 4 of the Agenda “On the appeals of shareholders regarding the actions of the Bank and its officials, and the results of consideration thereof”**

The information of the Bank’s Management Board that during 2021 the Bank received 7 requests from seven shareholders (on the issues of accrual, payment of dividends on the Bank’s shares, as well as on the issues of ownership and sale of the Bank’s shares owned by its shareholders), to which responses with explanations were sent, and that there were no appeals from shareholders regarding the actions of the Bank and its officials, was taken into consideration.

**Regarding the Issue 5 of the Agenda “On the amount and composition of remuneration of the members of the Board of Directors and the Management Board of the Bank in 2021”**

Information on the amount and composition of remuneration of the members of the Board of Directors and the Management Board of the Bank in 2021 was taken into consideration.

**Regarding the Issue 6 of the Agenda “On determining the number of members and term of office of the Bank’s Board of Directors, election of the members thereof, as well as determining the amount of remuneration of the members of the Bank’s Board of Directors”**

– the membership of the Board of Directors of the Bank has been determined in the number of six persons with a term of office that expires at the time of the Annual General Meeting of Shareholders of the Bank in 2025;
– Anuar Utemuratov, Guram Andronikashvili, Marlen Mirzabekov and Timur Issatayev were reelected as members of the Board of Directors of the Bank – representing interests of Mr. B. Utemuratov, a shareholder of the Bank;
– Yeldar Abdrazakov and Hubert Pandza were reelected as members of the Board of Directors of the Bank – Independent Directors of the Bank;
– the amount of monthly fixed remuneration of the members of the Board of Directors of the Bank has been determined, and it was also established that other payments, as well as reimbursement of expenses to the members of the Board of Directors of the Bank, shall be carried out in the amount and in the manner set by the Policy of Remuneration of 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 period of time thereof – 73,714,243,282 (97.7575 % of the total common voting shares).*

On voting results of the Annual General Meeting of Shareholders


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

✅Important notifications ✅ Ir.forte.kz

News&Press releases

Important notifications