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On voting results at the Extraordinary General Meeting of Shareholders of ForteBank, JSC

Press release

03.04.2024

ForteBank, JSC (hereinafter – Bank), its executive body (Management Board) located 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 April 3 rd, 2024 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, 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.

ForteBank, JSC (hereinafter – Bank), its executive body (Management Board) located 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 April 3 rd, 2024 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, 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 taking note of the information on the results of performance of ForteBank, Joint Stock Company in 2023” Take a note of the information on the results of performance of ForteBank, Joint Stock Company in 2023.
    • * Issue 2 of the Agenda “On termination of office of Mr. Ye. Abdrazakov, Mr. Ye. Ospanov and Mr. M. Mirzabekov as members of the Board of Directors of the Bank”
      1. Powers of Mr. Yeldar Abdrazakov as a member of the Board of Directors – independent director of the Bank shall be terminated early on April 3rd, 2024.
      2. Powers of Mr. Yerlan Ospanov as a member of the Board of Directors of the Bank and representative of interests of Mr. Bulat Utemuratov, a shareholder of the Bank, shall be terminated early on April 3rd, 2024.
      3. Powers of Mr. Marlen Mirzabekov as a member of the Board of Directors of the Bank and representative of interests of Mr. Bulat Utemuratov, a shareholder of the Bank, shall be terminated early on April 3rd, 2024.
    • * Issue 3 of the Agenda “On determining the number of members of the Board of Directors of the Bank, election of its members and determining the amount of remuneration of the members of the Board of Directors of the Bank”
      1. The membership of the Board of Directors of the Bank shall be determined to have five persons, including: 1) two members of the Board of Directors as representatives of the shareholders of the Bank; 2) three members of the Board of Directors as independent directors of the Bank.
      2. Mr. Fedor Popandopulo shall be elected on April 3rd, 2024, as a member of the Board of Directors of the Bank – independent director of the Bank.
      3. Mr. Yerlan Tuyakbayev shall be elected on April 3rd, 2024, as a member of the Board of Directors of the Bank – independent director of the Bank.
      4. It shall be established that the term of office of Mr. Fedor Popandopulo and Mr. Yerlan Tuyakbayev as members of the Board of Directors of the Bank shall terminate simultaneously with termination of the term of office of the Board of Directors as a whole, that is, on the date of the annual general meeting of shareholders of the Bank in 2025, in accordance with the resolution of the annual general meeting of shareholders of the Bank dated April 1st, 2022 (minutes No. 01/22).
      5. The amount of monthly fixed remuneration of the members of the Bord of Directors of the Bank before taxes and other deductions established by the law of the Republic of Kazakhstan shall be determined as per the addendum 1 hereto.
      6. It shall be established that payment of the fixed remuneration to the members of the Board of Directors shall be made monthly by the third day of the month following the month for which the settlement is being made.
      7. It shall be established that other payments, as well as reimbursement of costs to the members of the Board of Directors of the Bank shall be performed in the amount and according to the procedure established by the Policy for remuneration of the members of the Board of Directors of ForteBank, JSC and reimbursement of their expenses.
    • * While commenting on the results of the Meeting, Mr. Bulat Utemuratov, the majority shareholder of ForteBank, has expressed gratitude towards and appreciation of the former Chairperson of the Board of Directors, the independent director, Mr. Yeldar Abdrazakov, as well as the members of the Board of Directors Mr. Yerlan Ospanov and Mr. Marlen Mirzabekov, for their contribution to the development of the Bank. Bulat Utemuratov emphasized the significant progress in implementing the strategy and strengthening the Bank’s position in the financial sector of Kazakhstan, achieved during the chairmanship of Mr. Yeldar Abdrazakov. Meanwhile, in accordance with the resolution adopted by the Board of Directors at the meeting that has taken place immediately after the Meeting, on April 3rd, 2024, Mr. Timur Issatayev was elected as the Chairperson of the Board of Directors of ForteBank. Thus, current Board of Directors of ForteBank, JSC is represented by five following members: Mr. Timur Issatayev – Chairperson of the Board of Directors, representative of the shareholder’s interests; Mr. Anuar Utemuratov – member of the Board of Directors, representative of the shareholder’s interests; Mr. Talgat Kuanyshev – member of the Board of Directors, independent director; Mr. Fedor Popandopulo – member of the Board of Directors, independent director; Mr. Yerlan Tuyakbayev – member of the Board of Directors, independent director.
    • * Total common voting shares of the Bank represented at the Meeting during the whole time thereof – 80 629 447 285 (97,0717 % of the total common voting shares).
    • *
  • The use of reformulated information contained in this press release requires mandatory mention of the source and agreement with ForteBank (pr@fortebank.com).

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