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- On voting results at the Annual General Meeting of Shareholders of ForteBank JSC
On voting results at the Annual General Meeting of Shareholders of ForteBank JSC
Press release
04.05.2023
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.
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.
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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"
- 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.
- 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.
- Record a list of shareholders entitled to receive dividends as of May 3rd, 2023, 00:00 a.m. by Astana standard time.
- Determine the date to commence the payment of dividends on ForteBank JSC common shares to be May 4th, 2023.
- Approve the payment procedure as a one-off payment.
- 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.
- 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.".
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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"
- * 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.
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Issue 6 of the Agenda "On the election of a member of the Board of Directors of the Bank"
- 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.
- 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.
- 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.
- 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.
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Issue 6 of the Agenda "On the election of a member of the Board of Directors of the Bank"
- * 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).