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Notice: the Extraordinary General Meeting of ForteBank JSC Shareholders will be held on October 25th, 2021

ForteBank JSC (hereinafter referred to as the “Bank”) with the executive board (Management Board) located at: 8/1, Dostyk str., Yessil district, Nur-Sultan city, Z05P1P0/010017, Republic of Kazakhstan, hereby notifies its shareholders that the Extraordinary General Meeting of Shareholders (hereinafter the “Meeting”) summoned at the initiative of the Board of Directors of the Bank (Minutes dated September 21st, 2021 No. 32) on the basis of Article 35.1, Article 37.2.1) and Article 41 of the Republic of Kazakhstan Law “On Joint Stock Companies” (hereinafter the Law “On Joint Stock Companies”).

The Meeting will be held on October 25th, 2021 at 10.00 a.m. (Nur-Sultan time) at the following address: Conference Room “Astana”, 8th floor, 8/1, Dostyk str., Nur-Sultan city.

The participants shall be registered on October 25th, 2021 from 09.00 a.m. to 09.45 a.m. (Nur-Sultan 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. (Nur-Sultan time) on October 11th, 2021.

In the absence of a quorum, the adjourned Extraordinary General Meeting of the Bank Shareholders will be held on October 26th, 2021 at 10.00 a.m. (Nur-Sultan time) at the same address. The participants of the adjourned Extraordinary General Meeting of the Bank Shareholders will be registered on October 26th, 2021 from 09.00 a.m. to 09.45 a.m. (Nur-Sultan time) at the venue of the Meeting.

Agenda of the Meeting

  1. On determination of the number of members of the Board of Directors of ForteBank JSC.
  2. On the election of a member of the Board of Directors - an independent director of ForteBank JSC and determination of the level of his remuneration.

In accordance with Article 43.4.1 of the Law “On Joint Stock Companies”, the agenda of the Meeting may be supplemented by a shareholder owning, independently or together with other shareholders, five or more percent of the voting shares of the company, or by the Board of Directors, provided that shareholders of the Bank have been notified of such amendments not later than 15 days prior to the date of the Meeting.

Pursuant to Article 44.4 of the Law “On Joint Stock Companies”, the materials on issues of the agenda of the Meeting will be prepared and available for familiarization of shareholders not later than ten calendar 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 materials on issues of the agenda of the Meeting shall be sent thereto within three business days since the day of receipt of the request, provided that the cost of documents copies making and documents delivery shall be borne by the shareholder.

For more information on holding of 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 holding the Meeting. 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 authorized authority (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 Republic of Kazakhstan resident banks.

According to paragraph 5-1 of said article, a shareholder participating at the general meeting of shareholders shall submit a statement which indicates the compliance with paragraph 5 of this article by its shareholders (participants), in case if the bank has no information on country of residence of such shareholders (participants). The second subparagraph of the aforementioned paragraph stipulates that a shareholder who has not submitted the above statement is not allowed to participate in the general meeting of shareholders. In this regard, at the registration, participants of the Meeting shall submit documents confirming their eligibility to participate at 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, 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 opens at the announced time if a quorum is present.

The Meeting shall hold elections of the chairperson and 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 one vote each 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. A 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. A 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 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, 36, 37, 39–48, 50, 51, 52 and 54 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.

In accordance with the issue of the agenda of the Meeting “On the election of a member of the Board of Directors - an independent director of ForteBank JSC and determination of the level of his remuneration”, we kindly ask you, to submit to the Bank the list of nominated members of the Board of Directors of the Bank by 6 p.m. on October 11th, 2021. We inform that in accordance with Article 44.2 of the Republic of Kazakhstan Law “On Joint Stock Companies”, the information on proposed nominated members of the Board of Directors of the Bank should include: 1) last name, first name, and patronymic (optional); 2) education background; 3) information on affiliation with the Bank; 4) information on places of work and positions held for the last three years; 5) other information confirming the qualification and experience of the candidate.

The person proposed (recommended) to be elected as a member of the Board of Directors of the Bank must comply with the requirements for executives established by Article 20 of the Republic of Kazakhstan Law “On Banks and Banking Activities in the Republic of Kazakhstan”, Article 54 of the Republic of Kazakhstan Law “On Securities Market”. The person proposed (recommended) to be elected to hold the position of an Independent Director must meet the requirements of Article 1.20 of the Law “On Joint Stock Companies” as well.

We are looking forward to welcoming the shareholders of the Bank to participate in the Extraordinary General Meeting of Shareholders of the Bank.