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

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

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

S&P Global Ratings has revised the outlook on ForteBank's ratings from Stable to Positive and raised its national scale rating.
The international S&P Global Ratings agency revised the outlook for the ratings of ForteBank, JSC from “Stable” to “Positive” and upgraded its rating by the national scale from “kzA-” to “kzA”. Long-term and short-term stand-alone credit profiles of the issuer are confirmed at the level of “BB-/B”.

S&P emphasized that the “Positive” outlook on ForteBank’s ratings reflects expectations regarding a possible increase in the bank’s rating in the next 12-18 months if industry risks in the banking sector of Kazakhstan are reduced. ForteBank is one of the largest banks in the country in terms of assets and deposits.

The agency also noted that the banking sector of the Republic of Kazakhstan has demonstrated higher resistance to macroeconomic risks against worsening geopolitical risks in the region in recent years. Asset quality indicators and financial performance of the banking sector were significantly higher than the level predicted by the agency.

ForteBank is one of the five largest banks in terms of assets, the size of which exceeds 3.0 trillion tenge, the volume of its loan portfolio makes 1.5 trillion tenge as well as deposits amount to more than 2.3 trillion tenge.


S&P Global Ratings raised the outlook on ForteBank's ratings from ‘Stable’ to ‘Positive’ and raised its national scale rating

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.

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