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- On voting results at the Extraordinary General Meeting of Shareholders of ForteBank, JSC
On voting results at the Extraordinary General Meeting of Shareholders of ForteBank, JSC
Press release
28.10.2025
ForteBank, JSC (hereinafter – Bank), with the location of its executive body (the Management Board) 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 October 13, 2025, from 10.00 a.m. to 11.00 a.m. by Astana 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), with the location of its executive body (the Management Board) 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 October 13, 2025, from 10.00 a.m. to 11.00 a.m. by Astana 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.
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Issue 1 of the Agenda "On the Issuance of a Perpetual Financial Instrument by the Bank and the Determination of Its Terms and Conditions".
- To approve the issue by the Bank of an perpetual financial instrument in the form of Perpetual Subordinated Callable Additional Tier 1 Notes (hereinafter referred to as "Perpetual Bonds") and determine the Terms & Conditions for the issue of Perpetual Bonds on the following basic terms: 1) Issuer: ForteBank Joint Stock Company; 2) Applicable law: the law of England and Wales; 3) Listing: Perpetual bonds will be admitted to trading on the Vienna MTF Multilateral Trading Platform The Vienna Stock Exchange (Wiener Börse AG) and the Stock Exchange of the Astana International Financial Center (Astana International Exchange) in accordance with the rules of each such exchange; 4) the nominal value of Perpetual bonds: at least 200,000 (two hundred thousand) US dollars and in addition – in whole multiples of 1000 (one thousand) US dollars; 5) the total amount (volume) and currency of the issue of Perpetual bonds: not more than 500 000 000 USD; 6) rate of return: the interest rate on the bonds is determined based on the results of the formation of the book of investor applications as part of the placement procedure, with the possibility of revising the interest rate after the first 5 (five) years of circulation of Perpetual Bonds solely to ensure the correlation of the interest rate on the Perpetual Bonds with the market conditions (by linking to the current yield on US Treasury securities); 7) the price for the placement of the Perpetual Bonds: is determined based on the results of the formation of the book of investor applications as a part of the placement procedure; 8) Perpetual Bonds may be issued without a fixed maturity date or with a maturity of at least 50 years from the date of placement; 9) fulfillment of obligations under the Perpetual Bonds will not be secured by any collateral, including any guarantee provided by the Bank or its related parties, or by any other person, as well as by any other agreement that would increase the priority of claims under the Perpetual Bonds (would give priority) relative to the claims of other creditors of the Bank; 10) in case of voluntary or compulsory liquidation of the Bank, the claims of creditors (holders of the Perpetual Bonds) on Perpetual Bonds will be subject to satisfaction in accordance with the priority of claims satisfaction established by the legislation of the Republic of Kazakhstan for claims on perpetual financial instruments, and in any case after satisfying the creditors' claims on unsecured unsubordinated obligations of the Bank.; 11) creditors' claims on the Perpetual Bonds may be forcibly restructured (terminated (written off) and/or converted into common shares of the Bank) upon the occurrence of the following conditions (triggers): (a) the application by the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market (hereinafter referred to as the "ARDFM") and (or) other authorized state body to the Bank of any measures and (or) instruments to restore financial stability, resolve insolvency or potential insolvency, compulsory liquidation and (or) other measures of a similar nature provided for by the current or the future banking legislation of the Republic of Kazakhstan; and (or) (b) in other cases stipulated by the (Terms & Conditions) issue of Perpetual Bonds; 12) creditors of the Perpetual Bonds are not entitled to demand early fulfillment by the Bank of its obligations to them, including in the case of measures and (or) instruments applied by ARDFM to the Bank to restore financial stability, resolve insolvency or potential insolvency, compulsory liquidation and (or) other measures of a similar nature provided for by current or future banking legislation of the Republic of Kazakhstan; 13) after the Bank receives confirmation from the ARDFM on the compliance of the terms of the issue of the Perpetual Bonds with the criteria established by the banking legislation of the Republic of Kazakhstan for including the amount of Perpetual Bonds in the Bank's additional capital, and during the entire period of accounting for the Perpetual Bonds in the Bank's additional capital, the Bank is not entitled to carry out early repayment (repurchase) of the Perpetual Bonds earlier than after 5 (five) years from the date of their placement and only if the following conditions are met: (a) the Bank receives a positive expert opinion (prior authorization) from ARDFM for implementation of such early repayment (repurchase); (b) after the early repayment (repurchase), the bank’s equity capital and the capital adequacy ratios remain above the minimum values established by the banking legislation of the Republic of Kazakhstan; (c) replacement of prepaid (repurchased) Perpetual Bonds with other instruments that will be classified as capital of the same or higher quality (level); (d) compliance with all other requirements of the banking legislation of the Republic of Kazakhstan; 14) after the inclusion of the amount of Perpetual Bonds in the additional capital and during the entire period of accounting for the Perpetual Bonds in the additional capital of the Bank, the Bank is not entitled to pay interest (remuneration) or their corresponding portion on the Perpetual Bonds, if such payment would lead to a violation of any regulatory restrictions or prohibitions on payments on the instruments included in the additional capital in accordance with the banking legislation of the Republic of Kazakhstan, including the reduction of capital adequacy ratios below the minimum values, established by the banking legislation of the Republic of Kazakhstan.; 15) A Bank or other person related to the Bank, in respect of whom the Bank exercises control and (or) over whose activities the Bank has significant influence, is not entitled to acquire Perpetual Bonds or be considered as a holder of Perpetual Bonds; the Bank is also not entitled to directly or indirectly finance the acquisition of the Perpetual bonds by any person; 16) other terms of issue substantially in accordance with the draft Terms & Conditions for the issue of the Perpetual Bonds submitted for consideration by the extraordinary General Meeting of Shareholders of the Bank, which may be amended and/or supplemented, in particular, to ensure compliance of the Perpetual Bonds with the requirements of the banking legislation of the Republic of Kazakhstan for their classification as part of additional capital of the bank, including at the request of the ARDFM for the purposes of the Bank obtaining confirmation from ARDFM on the compliance of the terms of the Perpetual Bonds with the criteria established by the banking legislation of the Republic of Kazakhstan to include their amount in the additional capital of the Bank; 17) organizers of the issue (without restrictions): J. N.P. Morgan Securities plc, ForteFinance JSC; 18) basic transaction documents (without restrictions): the Trust Deed agreement; the Paying Agency Agreement; the Subscription Agreement; the form and content of the transaction documents must meet the ARDFM requirements (regarding the Terms & Conditions of the Perpetual Bonds) and the organizers of the issue; 19) at least 20% of the total volume of the Perpetual Bonds intended for placement must be offered and placed on the stock exchange of the Astana International Financial Center (Astana International Exchange); 20) the placement period is no later than December 31, 2025.
- To instruct the Bank's Board of Directors to specify the parameters for issue of the Perpetual Bonds within the framework of terms and conditions defined above, including (without limitation) the terms of the main transaction documents, including the final Terms & Conditions for issue of the Perpetual Bonds, after holding meetings with potential purchasers of the Perpetual Bonds and in agreement with the organizers of the issue and the ARDFM.
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Issue 1 of the Agenda "On the Issuance of a Perpetual Financial Instrument by the Bank and the Determination of Its Terms and Conditions".
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Issue 2 of the Agenda "On determining the membership, term of office and election of members of the Tally Commission of the Bank".
- To determine membership of the Tally Commission of the Bank in the amount of ten persons, of which five persons shall be the primary members of the Tally Commission of the Bank, and five persons shall be the reserve members of the Tally Commission of the Bank, so that a member of the Tally Commission of the Bank, who is part of the reserve membership, shall perform the duties of a member of the Tally Commission of the Bank during the absence of any of the primary members of the Bank's Tally Commission.
- To determine that the term of office of the members of the Tally Commission of the Bank (both primary and reserve members of the Tally Commission) expires at the time of election of the new membership of the Tally Commission of the Bank.
- To elect as members of the Tally Commission of the Bank: – primary members – S. Suleimenova, A. Khazhiyev, A. Kassymbekova, X. Ugryumova, A. Abdraimov; – reserve members – M. Khairullina, D. Kudassova, D. Nurmakhanova, D. Karpikova, A. Seytbekova.
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Issue 2 of the Agenda "On determining the membership, term of office and election of members of the Tally Commission of the Bank".
- The use or citation of information contained in this press release is permitted only with mandatory attribution of the source and prior approval from ForteBank (press@fortebank.com).