NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.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




ForteBank Places the First Perpetual Subordinated Bond (AT1) Issue from Kazakhstan

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 October 13, 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 issues were considered at the Meeting, and the following resolutions were passed based on the voting results.
* * *
Issue 1 of the Agenda "On the Issuance of a Perpetual Financial Instrument by the Bank and the Determination of Its Terms and Conditions".
1.	To approve the issue by the Bank of an perpetual financial instrument in the form of Perpetual Subordinated Callable Additional Tier 1 Notes (hereinafter referred to as "Perpetual Bonds") and determine the Terms & Conditions for the issue of Perpetual Bonds on the following basic terms: 
1)	Issuer: ForteBank Joint Stock Company;
2)	Applicable law: the law of England and Wales;
3)	Listing: Perpetual bonds will be admitted to trading on the Vienna MTF Multilateral Trading Platform The Vienna Stock Exchange (Wiener Börse AG) and the Stock Exchange of the Astana International Financial Center (Astana International Exchange) in accordance with the rules of each such exchange;
4)	the nominal value of Perpetual bonds: at least 200,000 (two hundred thousand) US dollars and in addition – in whole multiples of 1000 (one thousand) US dollars;
5)	the total amount (volume) and currency of the issue of Perpetual bonds: not more than 500 000 000 USD;
6)	rate of return: the interest rate on the bonds is determined based on the results of the formation of the book of investor applications as part of the placement procedure, with the possibility of revising the interest rate after the first 5 (five) years of circulation of Perpetual Bonds solely to ensure the correlation of the interest rate on the Perpetual Bonds with the market conditions (by linking to the current yield on US Treasury securities);
7)	the price for the placement of the Perpetual Bonds: is determined based on the results of the formation of the book of investor applications as a part of the placement procedure;
8)	Perpetual Bonds may be issued without a fixed maturity date or with a maturity of at least 50 years from the date of placement;
9)	fulfillment of obligations under the Perpetual Bonds will not be secured by any collateral, including any guarantee provided by the Bank or its related parties, or by any other person, as well as by any other agreement that would increase the priority of claims under the Perpetual Bonds (would give priority) relative to the claims of other creditors of the Bank;
10)	in case of voluntary or compulsory liquidation of the Bank, the claims of creditors (holders of the Perpetual Bonds) on Perpetual Bonds will be subject to satisfaction in accordance with the priority of claims satisfaction established by the legislation of the Republic of Kazakhstan for claims on perpetual financial instruments, and in any case after satisfying the creditors' claims on unsecured unsubordinated obligations of the Bank.;
11)	creditors' claims on the Perpetual Bonds may be forcibly restructured (terminated (written off) and/or converted into common shares of the Bank) upon the occurrence of the following conditions (triggers):
(a)	the application by the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market (hereinafter referred to as the "ARDFM") and (or) other authorized state body to the Bank of any measures and (or) instruments to restore financial stability, resolve insolvency or potential insolvency, compulsory liquidation and (or) other measures of a similar nature provided for by the current or the future banking legislation of the Republic of Kazakhstan; and (or)
(b)	in other cases stipulated by the (Terms & Conditions) issue of Perpetual Bonds;
12)	creditors of the Perpetual Bonds are not entitled to demand early fulfillment by the Bank of its obligations to them, including in the case of measures and (or) instruments applied by ARDFM to the Bank to restore financial stability, resolve insolvency or potential insolvency, compulsory liquidation and (or) other measures of a similar nature provided for by current or future banking legislation of the Republic of Kazakhstan;
13)	after the Bank receives confirmation from the ARDFM on the compliance of the terms of the issue of the Perpetual Bonds with the criteria established by the banking legislation of the Republic of Kazakhstan for including the amount of Perpetual Bonds in the Bank's additional capital, and during the entire period of accounting for the Perpetual Bonds in the Bank's additional capital, the Bank is not entitled to carry out early repayment (repurchase) of the Perpetual Bonds earlier than after 5 (five) years from the date of their placement and only if the following conditions are met:
(a)	the Bank receives a positive expert opinion (prior authorization) from ARDFM for implementation of such early repayment (repurchase);
(b)	after the early repayment (repurchase), the bank’s equity capital and the capital adequacy ratios remain above the minimum values established by the banking legislation of the Republic of Kazakhstan;
(c)	replacement of prepaid (repurchased) Perpetual Bonds with other instruments that will be classified as capital of the same or higher quality (level);
(d)	compliance with all other requirements of the banking legislation of the Republic of Kazakhstan;
14)	after the inclusion of the amount of Perpetual Bonds in the additional capital and during the entire period of accounting for the Perpetual Bonds in the additional capital of the Bank, the Bank is not entitled to pay interest (remuneration) or their corresponding portion on the Perpetual Bonds, if such payment would lead to a violation of any regulatory restrictions or prohibitions on payments on the instruments included in the additional capital in accordance with the banking legislation of the Republic of Kazakhstan, including the reduction of capital adequacy ratios below the minimum values, established by the banking legislation of the Republic of Kazakhstan.;
15)	A Bank or other person related to the Bank, in respect of whom the Bank exercises control and (or) over whose activities the Bank has significant influence, is not entitled to acquire Perpetual Bonds or be considered as a holder of Perpetual Bonds; the Bank is also not entitled to directly or indirectly finance the acquisition of the Perpetual bonds by any person;
16)	other terms of issue substantially in accordance with the draft Terms & Conditions for the issue of the Perpetual Bonds submitted for consideration by the extraordinary General Meeting of Shareholders of the Bank, which may be amended and/or supplemented, in particular, to ensure compliance of the Perpetual Bonds with the requirements of the banking legislation of the Republic of Kazakhstan for their classification as part of additional capital of the bank, including at the request of the ARDFM for the purposes of the Bank obtaining confirmation from ARDFM on the compliance of the terms of the Perpetual Bonds with the criteria established by the banking legislation of the Republic of Kazakhstan to include their amount in the additional capital of the Bank;
17)	organizers of the issue (without restrictions): J. N.P. Morgan Securities plc, ForteFinance JSC;
18)	basic transaction documents (without restrictions): the Trust Deed agreement; the Paying Agency Agreement; the Subscription Agreement; the form and content of the transaction documents must meet the ARDFM requirements (regarding the Terms & Conditions of the Perpetual Bonds) and the organizers of the issue;
19)	at least 20% of the total volume of the Perpetual Bonds intended for placement must be offered and placed on the stock exchange of the Astana International Financial Center (Astana International Exchange);
20)	the placement period is no later than December 31, 2025.
2.	To instruct the Bank's Board of Directors to specify the parameters for issue of the Perpetual Bonds within the framework of terms and conditions defined above, including (without limitation) the terms of the main transaction documents, including the final Terms & Conditions for issue of the Perpetual Bonds, after holding meetings with potential purchasers of the Perpetual Bonds and in agreement with the organizers of the issue and the ARDFM.
* * *
Issue 2 of the Agenda "On determining the membership, term of office and election of members of the Tally Commission of the Bank".
1.	To determine membership of the Tally Commission of the Bank in the amount of ten persons, of which five persons shall be the primary members of the Tally Commission of the Bank, and five persons shall be the reserve members of the Tally Commission of the Bank, so that a member of the Tally Commission of the Bank, who is part of the reserve membership, shall perform the duties of a member of the Tally Commission of the Bank during the absence of any of the primary members of the Bank's Tally Commission.
2.	To determine that the term of office of the members of the Tally Commission of the Bank (both primary and reserve members of the Tally Commission) expires at the time of election of the new membership of the Tally Commission of the Bank.
3.	To elect as members of the Tally Commission of the Bank:
–	primary members – S. Suleimenova, A. Khazhiyev, A. Kassymbekova, X. Ugryumova, A. Abdraimov;
–	reserve members – M. Khairullina, D. Kudassova, D. Nurmakhanova, D. Karpikova, A. Seytbekova.
* * *
*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 its executive board (Management Board) located at the address: 8/1, Dostyk str., Yessil district, Astana city, Z05P1P0/010017, the Republic of Kazakhstan, in accordance with the resolution of the Board of Directors of the Bank (Minutes of absentee vote No.40 dated October 15th, 2025), hereby notifies its shareholders of rescheduling of the Extraordinary General Meeting of shareholders of the Bank (hereinafter the “Meeting”), which was previously scheduled for 10.00 a.m. on October 29th, 2025, to 10:00 a.m. on February 26th, 2026.
The Meeting will be held at the address: “Astana” Conference Room, 8th floor, 8/1, Dostyk str., Astana city, at 10:00, with the agenda similar to the one of the Meeting scheduled for October 29th, 2025:
1.	On voluntary reorganization of ForteBank JSC in the form of merger by accession of Home Credit Bank JSC (BIN 930540000147) with ForteBank JSC following the purchase by ForteBank JSC of 34 890 shares of Home Credit Bank JSC (ISIN KZ1C00009133), which amounts to 100 % of the outstanding and voting shares of Home Credit Bank JSC, in accordance with the agreement on purchase and sale of shares and participatory interest in the charter capital dated June 27th, 2025, between ForteBank JSC and PPF Financial Holdings a.s. (regarding Home Credit Bank JSC), Jiří Šmejc (also regarding Home Credit Bank JSC), Home Credit N.V. (regarding HomeITTech LLP), and Home Credit International a.s. (regarding HomeITTech LLP) according to the resolution of the Board of Directors of ForteBank JSC (dated June 26th, 2025, minutes of the meeting № 23).
2.	On approval of a draft of the Agreement on Consolidation of Home Credit Bank JSC (BIN 930540000147) with ForteBank JSC.
The list of shareholders entitled to participate in and vote during said Meeting will be compiled as of 00.00 a.m., Astana local time, on February 3rd, 2026.
The Meeting participants will be registered from 09.00 a.m. until 09.45 a.m., Astana local time, on February 26th, 2026, at the venue of the Meeting.
In the absence of a quorum of said Meeting, a repeated Extraordinary General Meeting of shareholders of the Bank will be held on February 27th, 2026, at 10.00 a.m., Astana local time, at the same address and with the same agenda as the unsuccessful Meeting. The participants of the repeated Extraordinary General Meeting of shareholders of the Bank will be registered on February 27th, 2026, from 09.00 a.m. until 09.45 a.m., Astana local time, at the venue of the Meeting.
* * *
We are looking forward to welcoming the shareholders of the Bank to participate in the Extraordinary General Meeting of shareholders of the Bank.


On Rescheduling of the Extraordinary General Meeting of Shareholders of ForteBank JSC scheduled for October 29, 2025.

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 September 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.
* * *
Issue 1 of the Agenda "On approval of amendments to Methodology for determining the value of shares and global depositary receipts (GDRs), the underlying assets of which are common shares, in connection with their repurchase by JSC "ForteBank".
To approve Amendments No. 2 to the Methodology for Determining the value of shares and global depositary receipts, the underlying asset of which are common shares, in connection with their repurchase by JSC "ForteBank"., in accordance with Appendix 1 to this resolution, and to enact it as of the day following the date of adoption of this resolution.".
* * *
Total common voting shares of the Bank represented at the Meeting during the whole time thereof – 84 918 526 605 (99,0396 % of the total common voting shares).


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 location of its executive body (Management Board) at the address: Republic of Kazakhstan, Z05P1P0/010017, Astana, Yessil district, Dostyk Street, 8/1, in accordance with the decision of the Bank's Board of Directors (minutes of the meeting dated September 26, 2025 No. 37), notifies its amendments to the agendas of the Bank's extraordinary general shareholders' meetings scheduled for October 13, 2025 and October 29, 2025.
* * *
1.	The first item on the agenda of the Extraordinary General Meeting of Shareholders of the Bank, scheduled for October 29, 2025, has been excluded: "'Determination of the quantitative composition, term of office, and election of members of the Bank’s Counting Commission"
2.	The agenda of the extraordinary General Meeting of Shareholders of the Bank, scheduled for October 13, 2025, has been supplemented with the following item as the second in order
"2.	On determining the quantitative composition, term of office and election of members of the Counting Commission of the Bank."


On amendments to the agendas of the extraordinary General Meetings of Shareholders of ForteBank JSC scheduled for October 13, 2025 and October 29, 2025

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