6 May 2016 15:45
PRESS RELEASE
ON VOTING RESULTS
AT THE ANNUAL GENERAL MEETING OF FORTEBANK JSC SHAREHOLDERS
ForteBank JSC (Management Board is located at: 50, Furmanov str., Almaty city, 050004, Republic of Kazakhstan) (hereinafter the "Bank") announces voting results at the Annual General Meeting of the Bank Shareholders (hereinafter the "Meeting") held on 29 April 2016 starting from 10.00 to 11.00 by Almaty standard time, at the following address: Conference Room 1, 3rd floor, 50, Furmanov str., Almaty city, 050004, 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.
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Issue 1 of the agenda "On approval of 2015 annual financial statements of the Bank"
Approve the attached annual financial statements of the Bank for the year ended 31 December 2015.
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Issue 2 of the agenda "On approval of treatment of net income of the Bank for 2015, and amount of dividend per common share of the Bank"
1. Net income of the Bank for 2015 not to be treated.
2. Dividends on common shares of the Bank for 2015 not to be paid.
3. Net income of the Bank to be retained at Bank's disposal.
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Issue 3 of the agenda "On the Report of the Board of Directors of the Bank for the past financial year"
Approve the Report of the Board of Directors for the past financial year.
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Issue 4 of the agenda "On shareholders appeals to the Bank actions and officers, and results of consideration thereof"
Take into consideration the information that during 2015, the Bank received 68 appeals from its shareholders to the actions of the Bank and its officers (namely, on accrual and payment of dividends on Bank shares, on sale of the Bank shares they own), and that upon consideration of those appeals, the Bank sent to those shareholders the letters with appropriate explanations that can be considered satisfactory, since, upon receipt of the said explanations, those shareholders did not file any additional requests or claims.
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Issue 5 of the agenda "On amount and composition of remuneration of members of the Board of Directors and the Management Board"
Take into consideration the attached information from the Chairman of the Bank Board of Directors on amount and composition of remuneration of members of the Board of Directors and Management Board for 2015.
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Issue 6 of the agenda "On approval of Supplement 1 to the Bank Charter"
1. Approve the Supplement 1 to the Charter of ForteBank Joint Stock Company;
2. Authorize T.Zh. Kuanyshev, Chairman of the Management Board (or the person acting as such), to sign the Supplement 1 to the Charter of ForteBank Joint Stock Company on behalf of its shareholders, and perform other actions related to approval of the Supplements and Amendments 1 to the Charter of ForteBank Joint Stock Company.
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Issue 7 of the agenda "On approval of Modification 2 in the Bank Charter"
1. Approve the Modification 2 to the Charter of ForteBank Joint Stock Company;
2. Authorize T.Zh. Kuanyshev, Chairman of the Management Board (or the person acting as such), to sign the Modification 2 to the Charter of ForteBank Joint Stock Company on behalf of its shareholders, and perform other actions related to approval of the Modification 2 to the Charter of ForteBank Joint Stock Company;
3. Establish that the resolution shall enter into force on the fifth business day following the date of registration of the Certificate of Acceptance for operation of completed projects on land plots located at: block 8/1, Dostyk str. (cadastral number: 21:320:072:955), block 8, Dostyk str. (cadastral number: 21:320:072:956), block 11/1, Syganak str. (cadastral number: 21:320:072:954), Astana city.
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Issue 8 of the agenda "On declaring certain internal regulations of the Bank to be no longer in force"
Declare the following internal regulations of the Bank to be no longer in force:
1) Regulation on the Board of Directors of Alliance Bank JSC approved by the resolution of Extraordinary General Meeting of Shareholders of the Bank dated 28 September 2005 (Minutes No.03/05);
2) Regulation on Chairman of the Board of Directors of Alliance Bank JSC approved by the resolution of Extraordinary General Meeting of Shareholders of the Bank dated 28 September 2005 (Minutes No.03/05);
3) Regulation on the Audit Committee of Alliance Bank JSC approved by the resolution of Extraordinary General Meeting of Shareholders of the Bank dated 30 October 2006 (Minutes No.04/06);
4) Regulation on the Risks Management Committee of Alliance Bank JSC approved by the resolution of Extraordinary General Meeting of Shareholders of the Bank dated 30 October 2006 (Minutes No.04/06);
5) Code of Ethics and Business Conduct for members of the Board of Directors of Alliance Bank JSC approved by the resolution of Extraordinary General Meeting of Shareholders of the Bank dated 30 October 2006 (Minutes No.04/06);
6) Regulation on Chairman of the Board of Directors of Alliance Bank JSC approved by the resolution of Extraordinary General Meeting of Shareholders of the Bank dated 30 October 2006 (Minutes No.04/06);
7) Regulation on Independent Director of Alliance Bank JSC approved by the resolution of Extraordinary General Meeting of Shareholders of the Bank dated 30 October 2006 (Minutes No.04/06);
8) Regulation on Hiring and Election of Members of the Board of Directors of Alliance Bank JSC approved by the resolution of Extraordinary General Meeting of Shareholders of the Bank dated 30 October 2006 (Minutes No.04/06);
9) Regulation on Assessment of Activities of the Board of Directors and Members thereof of Alliance Bank JSC approved by the resolution of Extraordinary General Meeting of Shareholders of the Bank dated 30 October 2006 (Minutes No.04/06);
10) Regulation on Onboarding and Orientation of Members of the Board of Directors of Alliance Bank JSC approved by the resolution of Extraordinary General Meeting of Shareholders of the Bank dated 30 October 2006 (Minutes No.04/06);
11) Regulation on Training and Continuous Professional Development of Members of the Board of Directors, Management Board and Middle Managers in Corporate Governance of Alliance Bank JSC approved by the resolution of Extraordinary General Meeting of Shareholders of the Bank dated 30 October 2006 (Minutes No.04/06);
12) Regulation on Assessment of Activities of the Board of Directors and Members thereof of ForteBank JSC approved by the resolution of Annual General Meeting of Shareholders of the Bank dated 30 May 2013 (Minutes No.02/13).
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Issue 9 of the agenda "On reimbursement of expenses of the Board of Directors members associated with the performance of obligations thereof"
Approve the Policy for Remuneration of the Members of ForteBank JSC Board of Directors, and Reimbursement of Expenses thereof, with it being put into effect on the day following the day of approval thereof.
Total common voting shares of the Bank represented at the Meeting during the whole time thereof - 73 976 392 310 (97,3202 % of the total outstanding common shares).