TIDM45XV TIDMTTM
RNS Number : 0058Y
Fortebank Joint Stock Company
30 November 2017
Notice of an Extraordinary General Meeting of ForteBank JSC
Shareholders on 31 January 2018
ForteBank JSC (hereinafter referred to as the "Bank") of which
the executive board (Management Board) is located at: 8/1, Dostyk
str., Yessil district, Astana city, Z05P1P0/010017, Republic of
Kazakhstan, hereby notifies its shareholders thatExtraordinary
General Meeting of Shareholders (hereinafter the "Meeting")
summoned at the initiative of the Board of Directors of the Bank
(Minutes of Meeting No.25 dated 25 November 2017) on the basis of
Article 35.1, Article 37.3.3 and Article 41 of the Republic of
Kazakhstan Law "On Joint Stock Companies" (hereinafter the Law "On
Joint Stock Companies").
The Meeting will be held on 31 January 2018 at 10.00 a.m.
(Astana time), at the following address: Conference Room "Semey",
8(th) floor, 8/1, Dostyk str., Astana city.
The participants shall be registered on 31 January 2018 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 17
January 2018.
In the absence of a quorum, the adjourned Extraordinary General
Meeting of the Bank Shareholders will be held on 01 February 2018
at 10.00 a.m. (Astana time) at the same address. The participants
of the adjourned Extraordinary General Meeting of the Bank
Shareholders will be registered on 01 February 2018 from 09.00 a.m.
to 09.45 a.m. (Astana time) at the venue of the meeting.
* * *
Agenda of the Meeting
- On determining the number of members, term of appointment the
Bank's Board of Directors, election of the members thereof,
determining the amount and terms of remuneration, as well as
reimbursement of expenses for the members of the Bank's Board of
Directors for performance of their responsibilities.
* * *
In accordance with part two of Article 43.1 of the Law "On Joint
Stock Companies", the agenda of the extraordinary general meeting
of shareholders may be supplemented by a shareholder owning,
independently or together with other shareholders, five or more
percent of the voting shares of the company, or by the board of
directors, provided that shareholders of the Bank have been
notified of such amendments not later than 15 days prior to the
date of the extraordinary general meeting, or in the manner
prescribed by Article 43.4 of the Law "On Joint Stock
Companies".
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 calendar days before the date of the General Meeting
of Shareholders 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 of the day of receipt of the request, provided
that the costs for making copies of documents and delivery of
documents shall be borne by the Bank.
For more information on holding the meeting, please call: +7
(7172) 59 99 99, extension 10200.
* * *
We hereby offer the shareholders of the Bank to acquaint
themselves with the following procedure for holding the
meeting.
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: Letter
No.04-01-14/1615 from the Agency of the Republic of Kazakhstan for
Regulation and Supervision of the Financial Market and Institutions
dated 29 April 2009), are not able to directly or indirectly own
and (or) use, and (or) dispose the voting shares of the Republic of
Kazakhstan resident banks".
According to para.5-1 of the named article, "the shareholder
participating at the general meeting of shareholders shall submit a
statement which indicates the compliance with para.5 of this
article by its shareholders (participants), in case the bank has no
information on country of residence of such shareholders
(participants)". The second subparagraph of current para.
stipulates that "a shareholder who has not submitted the above
statement is not allowed to participate at the general meeting of
shareholders".
In this regard, at registration, participants of the Meeting
shall submit documents confirming their eligibility to participate
at 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, or a document confirming the eligibility
to act on behalf of the shareholder or represent interests thereof
without a power of attorney.
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 hold elections of the chairperson and
secretary of the meeting, determine 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 extraordinary general
meeting of shareholders is carried out under the principle of "one
share - one vote", except for cumulative voting when electing
members of the Board of Directors and providing each person
eligible to vote at an extraordinary general meeting of
shareholders, with one vote on the procedural issues of holding the
general meeting of shareholders.
At cumulative voting, the votes granted by the shares may be
given by the shareholder all in favor of one nominated members of
the board of directors, or distributed among several nominated
members of the board of directors.
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 extraordinary 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.
An extraordinary general meeting of shareholders may be declared
closed only after consideration of all 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 extraordinary 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, 36,
37, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 50, 51, 52 and 54 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.
* * *
In accordance with the issue of the agenda of the Meeting "On
determining the number of members, term of appointment of the
Bank's Board of Directors, election of members thereof, determining
the amount and terms of remuneration, as well as reimbursement of
expenses for the members of the Bank's Board of Directors for
performance thereby of responsibilities of theirs", we kindly ask
you, to submit to the Bank the list of nominated members of the
Board of Directors of the Bank by 6 p.m. on 17 January 2018,
We inform that in accordance with Article 44.2 of the Republic
of Kazakhstan Law "On Joint Stock Companies", the information on
proposed nominated members of the Board of Directors of the Bank
should include:
1) last name, first name, and patronymic (optional);
2) education background;
3) information on affiliation with the Bank;
4) information on places of work and positions held for the last three years;
5) other information confirming the qualification and experience of the candidate.
The person proposed (recommended) to be elected as a member of
the Board of Directors of the Bank must comply with the
requirements for executives established by Article 20 of the
Republic of Kazakhstan Law "On Banks and Banking Activities in the
Republic of Kazakhstan", Article 54 of the Republic of Kazakhstan
Law "On Securities Market". The person proposed (recommended) to be
elected to hold the position of an Independent Director must meet
the requirements of Article 1.20 of the Law "On Joint Stock
Companies" as well.
* * *
We look forward to welcoming the shareholders of the Bank to
participate in the Extraordinary General Meeting of Shareholders of
the Bank.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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