On May 2, 2023, the Annual General Meeting of ForteBank, JSC shareholders will take place
ForteBank Joint Stock Company (hereinafter referred to as the “Bank”), the executive board (Management Board) located at the address: 8/1, Dostyk str., Yessil district, Astana city, Z05P1P0/010017, Republic of Kazakhstan, hereby notifies its shareholders on Annual General Meeting of shareholders of the Bank (hereinafter the “Meeting”) convened at the initiative of the Board of Directors of the Bank (Minutes of Meeting No. 8 (z) dated March 31, 2023) pursuant to Article 35.1, Article 37.1, 37. 3.3 and Article 41 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 May 2, 2023, at 10.00 a.m. (Astana time), at the following address: Conference Room “Astana”, 8th floor, 8/1, Dostyk str., Astana city. The participants shall be registered on May 2, 2023, 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 at the Meeting will be compiled as at 00.00 a.m. (Astana time) on April 6, 2023. In the absence of a quorum, the adjourned Meeting will be held on May 3, 2023 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 May 3, 2023 from 09.00 a.m. to 09.45 a.m. (Astana time) at the venue of the Meeting.
Agenda of the Meeting
- On approval of the 2022 annual financial statements of the Bank.
- 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.
- On the Report of the Board of Directors of the Bank for the past financial year.
- On the appeals of shareholders to the actions of the Bank and its officials, and the results of consideration thereof.
- On the amount and composition of remuneration of members of the Board of Directors and the Management Board of the Bank in 2022.
- * Agenda of the Meeting
- * The agenda of the Meeting is subject to amendments and/or supplements as stipulated by the law. Pursuant to Article 44.4 of the Law “On Joint Stock Companies”, the materials on issues of the agenda of the Meeting shall have been prepared and available for familiarization of shareholders not later than 10 days prior to the date of the Meeting 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 from the day of the request receipt, 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, 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 the Meeting holding. 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 competent authority (see: resolution of the Management Board of the Agency of the Republic of Kazakhstan for regulation and development of financial market dated February 24, 2020, № 8 On establishing a list of offshore zones for the purposes of banking and insurance business, operation of the professional participants of stock market and other licensable types of activity on the stock market, business of the joint stock investment funds and business of organizations performing 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 banks. Pursuant to para.5-1 of the said article, the shareholder participating in the general Meeting of shareholders shall submit a statement which indicates the compliance with para.5 of the present 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, at registration, participants of the Meeting shall submit documents confirming their eligibility to participate in 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. A shareholder (representative of a shareholder) arrived to take part in the Meeting held in-person is to be registered. 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 held elections of the chairperson and the secretary of the Meeting, determines 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 annual general Meeting of shareholders is carried out under the principle of “one share – one vote”, except for providing each person eligible to vote at an annual general Meeting of shareholders with one vote on the procedural issues of 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 Annual General Meeting of shareholders shall be entitled to take a decision 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 Annual General Meeting of shareholders may be declared closed only after consideration of all the 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 general Meeting of shareholders shall be drawn up and signed within three business days after the closing of the general Meeting of shareholders. The Meeting shall be held in accordance with Articles 35-37, 39-48, 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.
- * We are looking forward to welcoming the shareholders of the Bank to participate in the Annual General Meeting of shareholders of the Bank.