JSC ForteBank announces the completion of the acquisition of 100% of the shares of JSC Home Credit Bank (Subsidiary of JSC ForteBank). ForteBank’s stake in Home Credit Bank has increased from 75% to 100%, making ForteBank the sole shareholder of Home Credit Bank.
The transaction was first announced on June 27, 2025, when JSC ForteBank reported reaching a principal agreement with the shareholders of JSC Home Credit Bank (Kazakhstan) to acquire 100% of the bank’s shares.
“The completion of the Home Credit Bank acquisition is an important milestone in the implementation of our long-term strategy. We are strengthening our market positions, enhancing the Bank’s resilience, and creating new potential for sustainable growth in the interests of our clients,” said Talgat Kuanyshev, Chairman of the Management Board of JSC ForteBank. “By combining the expertise of the two banks, we will expand our product offering and further strengthen our focus on service quality and reliability.”
Home Credit Bank continues to fully meet all its obligations to clients. All agreements and services remain in force. For clients of both ForteBank and Home Credit Bank, service conditions and the operation of all channels remain unchanged: branches, call centers, and digital services continue to operate as usual.
About ForteBank
JSC ForteBank is one of Kazakhstan’s leading banks, providing a full range of services to retail, SME, and corporate clients. The Bank consistently pursues a strategy of sustainable growth, develops digital services, and supports key sectors of the economy.
About Home Credit Bank
JSC Home Credit Bank (Subsidiary of JSC ForteBank) is a bank with strong expertise in retail lending and services for individuals, focused on simple and accessible solutions for mass-market customers and the development of partner programs with retail and service companies.


ForteBank Completes Acquisition of 100% of Home Credit Bank Shares

ForteBank, JSC (hereinafter – Bank), with the location of its executive body (the Management Board) 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 December 29, 2025, from 10.00 a.m. to 11.00 a.m. by Astana 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 issue was considered at the Meeting, and the following resolution was passed based on the voting results. 

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**Regarding item 1 of the agenda "On determining an auditing organization to perform the audit and review of the financial statements of ForteBank JSC in 2026–2028 and for 2026–2028" **

KPMG Audit LLP is to be designated as the audit organization conducting audit and review of the financial statements of the Bank in 2026–2028 and for 2026–2028. 

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*The use or citation of information contained in this press release is permitted only with mandatory attribution of the source and prior approval from ForteBank (press@fortebank.com).*

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

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 it will be holding the Extraordinary General Meeting of Shareholders (hereinafter the “Meeting”) convened at the initiative of the Board of Directors of the Bank (Minutes of absentee voting dated November 28th, 2025, No. 48(h)) on the basis of Article 37.2.1, Article 37.3.3), Article 41 and Article 36.1.6) 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 December 29th, 2025, 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 December 29th, 2025, 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 03rd, 2025.
In the absence of a quorum, the adjourned Meeting will be held on December 30th, 2025, 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 December 30th, 2025, from 09.00 a.m. to 09.45 a.m. (Astana time) at the venue of the Meeting.
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Agenda of the Meeting
1.	On determining an auditing organization to perform the audit and review of the financial statements of ForteBank JSC in 2026–2028 and for 2026–2028.
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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.
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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 the said 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.
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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 December 29th, 2025

Astana, November 25, 2025 – ForteBank JSC has announced the acquisition of a controlling stake in Home Credit Bank JSC. As a result of the transaction, ForteBank JSC increased its shareholding in the authorized capital of Home Credit Bank JSC to 75%. Consequently, Home Credit Bank has obtained the status of a subsidiary bank of ForteBank JSC.
The transaction was carried out with the participation of J.P. Morgan, which acted as the financial advisor to ForteBank JSC.
“Increasing our stake in Home Credit Bank to a controlling interest marks an important milestone in implementing our strategy to strengthen our presence in the retail segment. The combined efforts of ForteBank and Home Credit Bank will allow us to offer our clients even more convenient, fast, and technologically advanced financial solutions,” said Talgat Kuanyshev, Chairman of the Management Board of ForteBank JSC.
Following the completion of all corporate and registration procedures, Home Credit Bank will continue to operate as an independent bank under its existing brand. The change in ownership structure will not affect current obligations to clients and partners of either bank: all services and products will continue to function as usual, and customers will be promptly informed about any key changes.
“Becoming part of ForteBank’s group expands the scale and potential of our operations. Within the combined group, we will be able to offer our clients more opportunities while maintaining stability and high standards of service,” emphasized Kiril Bachvarov, Chairman of the Management Board of Home Credit Bank JSC.
About ForteBank JSC
ForteBank JSC is one of the leading financial institutions in the Republic of Kazakhstan, a universal bank offering a wide range of services for individuals and businesses, including lending, deposits, payment cards, and business solutions. The Bank’s head office is located in Astana.
About Home Credit Bank JSC
Home Credit Bank JSC is a Kazakhstani commercial bank specializing in retail lending and personal banking services. The bank operates through a nationwide branch network, as well as modern online and mobile platforms. Its head office is located in Almaty.
Media Contacts:
ForteBank JSC PR Department 
press@fortebank.com
+7 (7172) 599 999



ForteBank JSC becomes the major shareholder of Home Credit Bank JSC

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.

Astana, November 3, 2025 — ForteBank has successfully completed its debut issuance of perpetual subordinated bonds (Additional Tier 1) in the amount of USD 400 million, with a coupon rate of 9.75% per annum. This marks the first AT1 transaction in the recent history of Kazakhstan’s capital market - a landmark event that signifies a new stage in the development of the country’s financial system.
The transaction was structured in accordance with Rule 144A/Reg S standards and is listed on both the Vienna MTF and the Astana International Exchange (AIX). The bonds were issued under English law and fully comply with Basel III requirements. The instrument is expected to be included in the bank’s additional tier 1 capital in tenge.
Strong demand from international investors resulted in the order book being nearly three times oversubscribed. More than one hundred investors participated in the transaction, with significant allocations to investors in the United Kingdom (44%), the United States (22%), Continental Europe (20%), and the Middle East and Asia (14%). The geographical diversification and quality of the investor base demonstrate significant global interest in ForteBank’s instruments and growing confidence in Kazakhstan within international capital markets.
“The AT1 issuance is an investment in the future. This instrument lays the foundation for the bank’s continued growth and will enable us to expand lending to the real economy and support Kazakhstan’s business community. We continue to pursue our sustainable development strategy while maintaining our main focus - supporting the real sector and creating long-term value for the country,” said Timur Issatayev, Chairman of the Board of Directors of ForteBank.
The transaction was arranged by J.P. Morgan as Global Coordinator and Bookrunner, with First Abu Dhabi Bank, Commerzbank, and Mashreq acting as Joint Bookrunners, and ForteFinance serving as the Kazakhstan placement partner.
The AT1 issuance forms part of ForteBank’s long-term strategy to strengthen its capital structure, diversify funding sources, and expand access to international capital markets. The proceeds will be used to further enhance the bank’s financial resilience and support the growth of its business.
ForteBank is one of Kazakhstan’s largest private banks, offering a full range of services to corporate, retail, and SME clients. The bank consistently ranks among the leaders in assets and capital, actively develops digital solutions, promotes sustainable finance, and has received international recognition for innovation and service quality.
Background:
AT1 instruments are perpetual subordinated securities that are included in additional Tier 1 capital. They have no fixed maturity date, allow the issuer to suspend coupon payments if necessary, and may be written down or converted into equity if the Common Equity Tier 1 (CET1) ratio falls below a specified threshold. Such instruments enhance the stability of the banking system and protect creditors and depositors.
Media Contacts:
ForteBank JSC PR Department 
press@fortebank.com
+7 (7172) 599 999

IMPORTANT INFORMATION

MANUFACTURER TARGET MARKET (MIFID II PRODUCT GOVERNANCE) IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY. NO PRIIPS KEY INFORMATION DOCUMENT (KID) HAS BEEN PREPARED AS NOT AVAILABLE TO RETAIL INVESTORS IN THE UK OR EEA.
This release is not an offer of securities for sale in the United States. The securities to which this release relates have not been registered under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration or in a transaction not subject to the registration requirements under the Securities Act. There will be no public offering of the securities in the United States. 
This communication is directed solely at (i) persons outside the United Kingdom, (ii) persons with professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA")) may otherwise be lawfully communicated or caused to be communicated (all such persons in (i) to (iv) above being “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this communication.

This release is not an offer to sell nor a solicitation to buy any securities in any jurisdiction nor a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation").

This release and the information contained herein are being sent solely to the addressee and are for the sole use of the addressee. Neither this notice nor the information contained herein constitutes advertisement or is intended for circulation to an unlimited circle of people. The addressee is solely responsible for determining whether the addressee is eligible to acquire or otherwise have an interest in the instruments to which these materials relate and for compliance with the law of the Republic of Kazakhstan and the law of Astana International Financial Centre.




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