Notice: the Extraordinary General Meeting of ForteBank JSC Shareholders will be held on October 16, 2020
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 of Absentee Voting dated September 15th, 2020 No. 30 (z)) on the basis of Article 35.1, Article 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 **October 16, 2020** 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 16, 2020 ** 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 September 18, 2020.

In the absence of a quorum, the adjourned Extraordinary General Meeting of the Bank Shareholders will be held on **October 19, 2020** 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 19, 2020** 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 amendments №3 to the Code of Corporate Governance.

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, unless otherwise specified by the Charter.

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 of the extraordinary general meeting of shareholders shall be drawn up and signed within three business days after the closing of the general meeting of shareholders.

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 October 16, 2020

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 May 4th, 2020 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 2019 annual financial statements of the Bank”
To approve the attached audited annual financial statements of ForteBank JSC for the year ended 31 December, 2019.

* * *
**Issue 2 of the Agenda “On approval of the order of distribution of the Bank’s 2019 net income, the amount of the dividend per one common share of the Bank”**

1. To approve the following order of distribution of net profit of ForteBank JSC for 2019:

- the amount up to a maximum of KZT 21,117,000,000.00 (twenty-one billion one hundred seventeen million tenge) to be allocated for payment of dividends;
- the amount of net income remaining after the payment of dividends to be retained at the disposal of the Bank.

2. To approve the amount of dividend per a common share of ForteBank JSC in the amount of KZT 0.2372 (zero point twenty-three seventy-two tiyn), including the amount of taxes payable in accordance with the laws of the Republic of Kazakhstan. The total amount of dividends payable to each shareholder must be accurate to the integer tiyn (rounding is performed according to the mathematical rounding rules). The rule of mathematical rounding is the method of rounding, when the value of an integer tiyn (integer tiyns) does not change if the first digit after the one being rounded is from 0 to 4, and changes by increasing by one if the first digit after the one being rounded is from 5 to 9.

3. To record the list of shareholders eligible to receive dividends as of May 05, 2020, 00:00 by Nur-Sultan standard time.

4. To determine the date of commencing of dividend payment on common shares of ForteBank JSC – starting from May 06, 2020.

5. To approve the payment procedure – at a time in one 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 indicated in the Bank shareholders register.

	Banking details: name ForteBank JSC, Certificate of Incorporation No.4241-1900-AO, location: 8/1, Dostyk str., Nur-Sultan city, Republic of Kazakhstan, Z05P1P0 (010017), payment details: BIN 990740000683, BIC IRTYKZKA, correspondent account KZ23125KZT1001300204 with the National Bank of the Republic of Kazakhstan Republican State Institution.

* * *
**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”**

To take into consideration the information provided by the Management Board of ForteBank JSC that during 2019, the Bank has received 23 appeals from 17 of its shareholders regarding accrual and payment of dividends on ForteBank JSC shares, as well as on the sale of ForteBank JSC shares owned by its shareholders, to which the Bank has responded by sending the appropriate explanations; there were no appeals of shareholders to the actions of the Bank and its officials.

* * *
**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 2019”**

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 2019.

* * *
**Issue 6 of the Agenda “On designation of the audit organization conducting audit and review of the financial statements of the Bank in 2020-2022 and for 2020-2022”**

To designate Ernst & Young LLP as the audit organization for conducting audit and review of the financial statements of the Bank in 2020-2022 and for 2020-2022.

* * *
**Issue 7 of the Agenda “On approval of the Amendment No.6 to the Charter of the Bank” **

1. To approve the Amendment No.6 to the Charter of the Bank as amended by Annex 1 hereto, which will enter into force on the date of the present resolution commencement.
2. To authorize G. Andronikashvili, the Chairman of the Management Board (or the person acting as such) to sign the Amendment No.6 to the Charter of the Bank on behalf of its shareholders and fulfill other actions associated with the approval of the Amendment No.6 to the Charter of the Bank.

* * *
*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).*

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Contacts: 
Investor Relations
Tel. +7 (7172) 58 75 75 (int. 10249)
E-mail: IR@fortebank.com

ForteBank JSC Informs on voting results of the annual general meeting of shareholders


ForteBank JSC (hereinafter referred to as the “Bank”), the executive board (Management Board) is located at: bldg. 8/1, Dostyk str., Yessil district, Nur-Sultan city, Z05P1P0/010017, 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.10 dated March 31, 2020) on the basis of Article 35.1, Article 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 **May 4, 2020** at 10.00 a.m. (Nur-Sultan time), at the following address: Conference Room “Astana”, 8th floor, bldg. 8/1, Dostyk str., Nur-Sultan city.

The participants shall be registered on May 4, 2020 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 April 20, 2020.

In the absence of a quorum, the adjourned Annual General Meeting of the Bank shareholders will be held on May 5, 2020 at 10.00 a.m. (Nur-Sultan time) at the same address. The participants of the adjourned Annual General Meeting of the Bank shareholders will be registered on May 5, 2020 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 the 2019 annual financial statements of the Bank.
2.	On approval of the procedure for distribution of the Bank’s 2019 net income, 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 composition of remuneration of members of the Board of Directors and the Management Board of the Bank in 2019.
6.	On appointment of an audit organization for performance of an audit and review of the financial statements of the Bank in 2020-2022 and for 2020-2022.
7.	On approval of an amendment № 6 to the Charter of the Bank.


In accordance with part two of Article 43.4.1 of the Law “On Joint Stock Companies”, the agenda of the annual general meeting of shareholders 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 annual general 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 10 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 Bank.

For more information on holding 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: 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, business 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 resident banks”.
According to para.5-1 of the named article, “the shareholder participating at 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)”. The second subparagraph of current para. 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 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 annual general meeting of shareholders is carried out under the principle of “one share – one vote”, except for cumulative voting when electing members of the Board of Directors and 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 annual general meeting of shareholders 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.

An annual general meeting of shareholders may be declared 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 annual general meeting of shareholders shall be drawn up and signed within three business days after the closing of the general meeting of 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 look forward to welcoming the shareholders of the Bank to participate in the Annual General Meeting of shareholders of the Bank.


On May 4, 2020, the Annual General Meeting of ForteBank JSC shareholders will take place  

ForteBank announces full early repayment of obligations issued by the bank on December 15th, 2014, in the amount of USD 236 570 000, with the date of maturity in 2024.

Mr. Guram Andronikashvili, Chairman of the Management Board of ForteBank, commented on the news:


“Early repayment of Eurobonds has been accomplished at the expense of the internal funds, due to Forte’s high level of capital adequacy and liquidity. This year, the bank has achieved significant growth of all financial and operational ratios and has joined the top-3 banks in the country in terms of assets. By this repayment, we return funds contributed by the investors on mutually beneficial terms and 5 years earlier than the specified maturity”.

 
In 2019, Fitch Ratings rating agency improved ForteBank’s outlook from “Stable” to “Positive”. At the same time, Moody’s Investors Service increased ForteBank’s long-term deposit rating from B3 to B1, with a “Stable” outlook, and S&P Global Ratings rating agency increased ForteBank’s ratings from “B” to “B+”, also with a stable outlook.
 

This early repayment will allow the bank to significantly decrease the cost of funding by using its excessive liquidity in US dollars.

 

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Following the 2018 results, ForteBank is among the three largest banks in Kazakhstan in terms of assets, and occupies a leading position in terms of capitalization and liquidity. ForteBank mobile application was recognized as No.1 in Kazakhstan and among the top 10 in the CIS according to Markswebb, Russian analytical agency. ForteBank was recognized as “Bank of the year in Kazakhstan” by The Banker and Global Finance for the second year in a row.

 

 

Contacts:

Investor Relations

Tel. +7 (7172) 58 75 75 (int. 10249)

E-mail: IR@fortebank.com

 

Media Service

Tel.: +7 (7172) 59 99 99 (int. 10868)

E-mail: epeltola@fortebank.com

ForteBank repays issue of Eurobonds early in the amount of USD 236 570 000

ForteBank JSC (Management Board is located at:bldg. 8/1, Dostyk str., Nur-Sultan city, Z05P1P0/010017, Republic of Kazakhstan) (hereinafter the "Bank") held an Extraordinary General Meeting of Shareholders on June 13, 2019 (hereinafter the "Meeting"). By resolution of the Meeting, the powers of Mr. Magzhan Muratovich Auezov as a member of the Board of Directors of the Bank, and Mr. Rustem Sabitovich Bekturov as a member of the Board of Directors of the Bank – an independent Director of the Bank, were terminated.

At the same time, in accordance with the resolution of the Meeting, from June 14, 2019, the followings were elected members of the Board of Directors of the Bank as representatives of the interests of Mr. Bulat Zhamitovich Utemuratov, a shareholder of the Bank: Mr. Marlen Orazbekovich Mirzabekov and Mr. Rustem Sabitovich Bekturov. It has been established that the terms of office of Mr. M. Mirzabekov and Mr. R. Bekturov as members of the Board of Directors of the Bank shall expire simultaneously with the expiration of the term of office of the Board of Directors of the Bank as a whole, that is, at the time of the Annual General Meeting of Shareholders, in 2022.

Thus, currently the Board of Directors of the Bank is as follows:

-  four representatives of shareholder’s interests: Mr. Marlen Orazbekovich Mirzabekov, Mr. Rustem Sabitovich Bekturov, Mr. Anuar Bulatovich Utemuratov, Mr. Timur Rizabekovich Issatayev;
-  two Independent Directors: Mr. Hubert Albert Pandza, Mr. Yeldar Sovetovich Abdrazakov.

During the meeting of the Board of Directors held on June 14, 2019, Mr. Marlen Orazbekovich Mirzabekov was elected the Chairman of the Board of Directors.

In addition, at this meeting of the Board of Directors of the Bank, the composition of the committees of the Board of Directors was changed.

Changes in the Composition of the Board of Directors of ForteBank JSC

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