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Notice: ForteBank JSC Informs on voting results of the annual general meeting of shareholders

FORTEBANK JSC INFORMS ON VOTING RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

ForteBank JSC (hereinafter – Bank), with its executive body (Management Board) located at the address: 8/1, Dostyk str., Yessil district, Nur-Sultan city, Z05P1P0/010017, Republic of Kazakhstan, hereby announces the voting results of the Annual General Meeting of the Bank Shareholders (hereinafter the “Meeting”) held on May 4th, 2020 from 10.00 to 11.00 by Nur-Sultan standard time, at the following address: “Astana” Conference Room, 8th floor, 8/1, Dostyk str., Nur-Sultan city, Z05P1P0/010017, Republic of Kazakhstan.

In accordance with the approved agenda, the following issues were considered at the Meeting, and following resolutions were passed based on the voting results.


Issue 1 of the Agenda “On approval of the 2019 annual financial statements of the Bank” To approve the attached audited annual financial statements of ForteBank JSC for the year ended 31 December, 2019.


Issue 2 of the Agenda “On approval of the order of distribution of the Bank’s 2019 net income, the amount of the dividend per one common share of the Bank”

  1. To approve the following order of distribution of net profit of ForteBank JSC for 2019:
  • the amount up to a maximum of KZT 21,117,000,000.00 (twenty-one billion one hundred seventeen million tenge) to be allocated for payment of dividends;
  • the amount of net income remaining after the payment of dividends to be retained at the disposal of the Bank.
  1. To approve the amount of dividend per a common share of ForteBank JSC in the amount of KZT 0.2372 (zero point twenty-three seventy-two tiyn), including the amount of taxes payable in accordance with the laws of the Republic of Kazakhstan. The total amount of dividends payable to each shareholder must be accurate to the integer tiyn (rounding is performed according to the mathematical rounding rules). The rule of mathematical rounding is the method of rounding, when the value of an integer tiyn (integer tiyns) does not change if the first digit after the one being rounded is from 0 to 4, and changes by increasing by one if the first digit after the one being rounded is from 5 to 9.

  2. To record the list of shareholders eligible to receive dividends as of May 05, 2020, 00:00 by Nur-Sultan standard time.

  3. To determine the date of commencing of dividend payment on common shares of ForteBank JSC – starting from May 06, 2020.

  4. To approve the payment procedure – at a time in one payment.

  5. To approve the form of payment of dividends on common shares of ForteBank JSC – in non-cash form to the banking details of shareholders indicated in the Bank shareholders register.

    Banking details: name ForteBank JSC, Certificate of Incorporation No.4241-1900-AO, location: 8/1, Dostyk str., Nur-Sultan city, Republic of Kazakhstan, Z05P1P0 (010017), payment details: BIN 990740000683, BIC IRTYKZKA, correspondent account KZ23125KZT1001300204 with the National Bank of the Republic of Kazakhstan Republican State Institution.


Issue 3 of the Agenda “On the Report of the Board of Directors of the Bank for the past financial year” To approve the report of the Board of Directors of ForteBank JSC for the expired fiscal 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”

To take into consideration the information provided by the Management Board of ForteBank JSC that during 2019, the Bank has received 23 appeals from 17 of its shareholders regarding accrual and payment of dividends on ForteBank JSC shares, as well as on the sale of ForteBank JSC shares owned by its shareholders, to which the Bank has responded by sending the appropriate explanations; there were no appeals of shareholders to the actions of the Bank and its officials.


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 2019”

To take into consideration 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 2019.


Issue 6 of the Agenda “On designation of the audit organization conducting audit and review of the financial statements of the Bank in 2020-2022 and for 2020-2022”

To designate Ernst & Young LLP as the audit organization for conducting audit and review of the financial statements of the Bank in 2020-2022 and for 2020-2022.


Issue 7 of the Agenda “On approval of the Amendment No.6 to the Charter of the Bank”

  1. To approve the Amendment No.6 to the Charter of the Bank as amended by Annex 1 hereto, which will enter into force on the date of the present resolution commencement.
  2. To authorize G. Andronikashvili, the Chairman of the Management Board (or the person acting as such) to sign the Amendment No.6 to the Charter of the Bank on behalf of its shareholders and fulfill other actions associated with the approval of the Amendment No.6 to the Charter of the Bank.

Total common voting shares of the Bank represented at the Meeting during the whole time thereof – 73,714,243,282 (98.7032 % of the total common voting shares).


Contacts: Investor Relations Tel. +7 (7172) 58 75 75 (int. 10249) E-mail: IR@fortebank.com