7 May 2019 07:00
PRESS RELEASE
ON VOTING RESULTS
AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS of FORTEBANK JSC
ForteBank JSC (Management Board is located at: bldg. 8/1, Dostyk str., Nur-Sultan city, Z05P1P0/010017, Republic of Kazakhstan) (hereinafter the "Bank") hereby announces the voting results at the Annual General Meeting of the Bank Shareholders (hereinafter the "Meeting") held on April 29, 2019 from 10.00 to 11.00 by Nur-Sultan standard time, at the following address: "Astana" Conference Room, 8th floor, bldg. 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 2018 annual financial statements of the Bank"
To approve the attached audited annual financial statements of ForteBank JSC for the year ended December 31, 2018, including consolidated ones.
* * *
Issue 2 of the Agenda "On approval of the order of distribution of the Bank's 2018 net income, the amount of the dividend per common share of the Bank"
1. To approve the following treatment of a part of undistributed profit of ForteBank JSC for 2018:
- the amount up to a maximum of KZT 11,600,000,000.00 (eleven billion six hundred 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.
2. To approve the amount of dividend per common share of ForteBank JSC in the amount of KZT 0.127 (twelve point seven 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.
3. To record the list of shareholders eligible to receive dividends as of May 02, 2019, 00:00 by Nur-Sultan standard time.
4. To determine the date of commencing of dividend payment on common shares of ForteBank JSC - starting from May 03, 2019.
5. To approve the payment procedure - at a time by one payment.
6. To approve the form of payment of dividends on common shares of ForteBank JSC - in non-cash form to the banking details of shareholders in the system of the Bank share holder registers.
Banking details: name ForteBank JSC, Certificate of Incorporation No.4241-1900-AO, location: bldg. 8/1, Dostyk str., Nur-Sultan city, Republic of Kazakhstan, Z05P1P0 (010017), BIN 990740000683,BIC IRTYKZKA, correspondent account KZ23125KZT1001300204 with 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 in consideration the information provided by the Management Board of ForteBank JSC that during 2018, the Bank received 24 appeals from 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, and that following the consideration of these appeals, ForteBank JSC sent letters to shareholders with appropriate explanations.
* * *
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 2018"
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 2018.
* * *
Issue 6 of the Agenda "On approval of an amendment to the Charter of the Bank"
1. To approve Amendment No.5 to the Charter of ForteBank Joint Stock Company as amended by Annex 1 hereto, which will enter into force on the date of adoption of the present resolution.
2. To authorize G. Andronikashvili, Chairman of the Management Board (or the person acting as such) to sign Amendment No.5 to the Charter of ForteBank Joint Stock Company on behalf of its shareholders and fulfill other actions associated with the approval of Amendment No.5 to the Charter of ForteBank Joint Stock Company.
3. To approve in all effective internal documents of the Bank as approved by resolutions of the general meeting of shareholders the change of the name of the Republic of Kazakhstan capital, Astana city, in its full, abbreviated and other names in various spelling variants, various letter cases and various grammatical cases to the name of "Nur-Sultan" in the respective letter cases and grammatical cases.
4. To approve in all effective internal documents of the Bank as approved by resolutions of the general meeting of shareholders the change of the name of the street in Almaty city "Furmanov street", in its full, abbreviated and other names in various spelling variants, various letter cases and various grammatical cases to the name of "Nursultan Nazarbayev avenue" in the respective letter cases and grammatical cases.
* * *
Total common voting shares of the Bank represented at the Meeting during the whole time thereof - 73,714,243,282 (98.5976 % of the total outstanding common shares).