Press Release: 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 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

Press release: On changes to the composition of ForteBank’s Board of Directors

ForteBank announced changes to the composition of the Board of Directors. Mr. Hubert Pandza, an independent director, made a decision to resign a member of the Board of Directors ahead of his term’s end. In order to ensure succession, he will remain with the Forte team as a consultant – expert of the Risk Committee and Audit Committee under the Board of Directors. 
“It’s been almost eight years since I was elected as an independent director of ForteBank. During this time, I gained a lot of professional experience in working with colleagues, high-tier bankers, and had the pleasure to experience Kazakhstan, a wonderful country with rich history and a bright future. I am thankful to the ForteBank’s shareholders, Board of Directors and management for all the collaborative work. Forte is a reliable bank with a solid market position, a strong team and a distinctive brand”, - noted Mr. Pandza.
Mr. Hubert Pandza is a citizen of Germany, an economist with almost 50-year-long career, having held various senior positions at banks and financial institutions; for many years, he occupied leading positions at Deutsche Bank. In November 2015, he was elected as a member of the Board of Directors – an independent director at ForteBank. 
“Having a colossal experience in international markets and representing high culture of sound corporate governance that corresponds to the best international practices, Hubert made a priceless contribution to ForteBank’s development and assisted the bank in advancing to the forefront of the banking sector in Kazakhstan. He has made the decision to step down as an independent director; however, agreed to continue our joint work as a consultant, which we are grateful for”, - commented Mr. Yeldar Abdrazakov, Chairman of the Board of Directors. 
On May 2nd 2023, Mr. Talgat Kuanyshev was elected as a member of the Board of Directors – an independent director. Mr. Kuanyshev is a seasoned banker with extensive experience, having held leading positions at second-tier banks, including the position of the Chairman of the Management Board of ForteBank from 2015 to 2016. 
ForteBank is one of the top five largest Kazakhstani banks in terms of assets, servicing clients through its vast network of branches across all of the regions of Kazakhstan.


On changes to the composition of ForteBank’s Board of Directors

Press Release: Fortebank brings 2022 to a close with the record high results 



Fortebank brings 2022 to a close with the record high results 
The Bank grows steadily against the tumultuous economic background 
Against the background of such factors as uncertainty in the economy, high inflation, international sanctions against Kazakhstan’s primary trade partner – Russian Federation, dissolution of the established chains of transportation and logistics, Kazakhstani ForteBank brings 2022 to a close with the record high key indicators (according to IFRS consolidated financial statement)*: 
•	The assets have grown by 15% and amounted to KZT 2,8 trillion;
•	The lending portfolio has grown by 45% and amounted to KZT 1,17 trillion;
•	The deposit portfolio has grown by 16%, reaching KZT 2 trillion;
•	Net profit has amounted to KZT 98 billion, which is 53% higher than the year before. 
The Bank actively conducts digitalization of the services for business; as of this moment, most transactions and services for the legal entities have been transferred to the Internet-banking and ForteBusiness mobile app. The business banking digitalization has been highly appreciated by the international expert community. Based on the results of 2002, the professional magazine AsiaMoney named Forte the best bank in Kazakhstan for small and medium enterprises. 
In 2022, Forte extended loans to the legal entities for a total amount of KZT 726,5 billion, which is 58% higher than the year before. The deposit portfolio for the legal entities grown by 11% and reached KZT 1,26 trillion. 
In the retail segment, ForteApp mobile application has already become the primary sales channel. While in 2021 only 20% of the unsecured loans have been granted online, in 2022 this indicator was 86%. Almost all new deposits of the Bank – meaning 99% - are opened in the app. 
As the result, in 2022 Forte’s retail lending portfolio grown by 38% and amounted to KZT 428,3 billion. The private individuals’ deposits grew by 26%, reaching KZT 748,5 billion. 
“By working consistently and professionally, in 2022 our team managed to use the existing market opportunities. Without increasing the risk, we have achieved increase of the quality customers number, which has allowed us to achieve excellent indicators in all areas of business. These outcomes have also been assessed by the rating agencies; last year, two largest international agencies upgraded our credit ratings”, - commented Bekzhan Pirmatov, Chairman of Forte’s Management Board. 
ForteBank is one of the largest banks in Kazakhstan in terms of assets and possesses an extensive branch network throughout all regions of the country. In March 2023, S&P Global Ratings international rating agency updated its outlook for ForteBank’s rating to “Stable” and confirmed the rating at BB-/B. In September 2022, Fitch Ratings international rating agency upgraded the long-term rating of ForteBank to ВВ-, with “Stable” outlook. Both agencies noted Forte’s strengthening position in terms of capitalization, asset quality improvement and strong market position.  
*Approval of the audited financial statement of ForteBank JSC by the annual general meeting of shareholders is expected on May 2nd, 2023. 


Fortebank brings 2022 to a close with the record high results 

Press release: on May 2, 2023, the Annual General Meeting of ForteBank, JSC shareholders will take place 

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, 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. 8 (z) dated March 31, 2023) pursuant to Article 35.1, 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 May 2, 2023, 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 May 2, 2023, 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 April 6, 2023.
In the absence of a quorum, the adjourned Meeting will be held on May 3, 2023 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 May 3, 2023 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 2022 annual financial statements of the Bank.
2.	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.
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 2022.
* * *
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 available for familiarization of 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 para.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. 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.
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 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.
The Annual General Meeting of shareholders 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 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.


On May 2, 2023, the Annual General Meeting of ForteBank, JSC shareholders will take place 

Press Release: S&P returned "stable" outlook on ForteBank 

S&P returned "stable" outlook on ForteBank 

S&P Global Ratings international rating agency has improved its outlook on ForteBank's rating to "stable" and affirmed its ratings at "BB-/B".

The revision of outlook on the Bank’s follows the same action on Kazakhstan outlook. On March 3, 2023, S&P revised the outlook on the country's rating from "negative" to "stable", stating that it expected growth of Kazakhstan's GDP within 4% over the next three years.

The agency notes that the affirmation of ForteBank's ratings at "BB-/B" reflects S&P's assessment of ForteBank's moderate systemic importance in the economy of Kazakhstan.

"ForteBank is the fifth-largest domestic bank by retail deposits, with about 6.5% market share by assets. ForteBank continued to strengthen its capitalization in 2022, underpinned by the bank's decision not to distribute dividends. We anticipate that our risk-adjusted capital ratio for the bank will remain above 7% in 2023-2024, supported by moderate business growth and good earnings metrics. We expect ForteBank's asset quality to remain stable" the agency said in a statement.

"We are glad that S&P brought back ForteBank an appropriated rating outlook. Currently, the Bank is in its best condition in the entire history of its activities. Many of its performance indicators have reached record values, which will be made public after the release of the audited statements," commented Bekzhan Pirmatov, Chairman of the Management Board of ForteBank, JSC. 

ForteBank is one of the five largest Kazakhstani banks in terms of assets and has a wide branch network in all regions of Kazakhstan. In July 2022, S&P upgraded ForteBank's long-term credit rating from "B+" to "BB-" and the Bank's rating on the Kazakhstan national scale from "kzBBB+" to "kzA-". Also in September 2022, Fitch, upgraded ForteBank's long-term rating to "BB-" with a stable outlook, taking into account the combination of positive factors and the Bank's stable financial position. Both agencies noted the strengthening of capitalization, the improvement of asset quality, as well as ForteBank's strong market position.


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