TIDM45XV TIDMTTM
RNS Number : 9493O
Fortebank Joint Stock Company
04 February 2019
Notice: the Extraordinary General Meeting of ForteBank JSC
Shareholders will be held on March 04, 2019
ForteBank JSC (hereinafter referred to as the "Bank") with the
executive board (Management Board) located at: 8/1, Dostyk str.,
Yessil district, Astana city, Z05P1P0/010017, Republic of
Kazakhstan, hereby notifies its shareholders that the Extraordinary
General Meeting of Shareholders (hereinafter the "Meeting")
summoned at the initiative of the Board of Directors of the Bank
(Minutes of Meeting No.2 dated January 31, 2019) 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 March 04, 2019 at 10.00 a.m. (Astana
time), at the following address: Conference Room "Astana", 8(th)
floor, 8/1, Dostyk str., Astana city.
The participants shall be registered on March 04, 2019 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
February 15, 2019.
In the absence of a quorum, the adjourned Extraordinary General
Meeting of the Bank Shareholders will be held on March 05, 2019 at
10.00 a.m. (Astana time) at the same address. The participants of
the adjourned Extraordinary General Meeting of the Bank
Shareholders shall be registered on March 05, 2019 from 09.00 a.m.
to 09.45 a.m. (Astana time) at the venue of the meeting.
* * *
Agenda of the Meeting
1. On determining the number of members, term of appointment of
the Bank's Board of Directors, election of the members thereof, and
determining the amount of remuneration thereto.
* * *
In accordance with Article 43.4 of the Law "On Joint Stock
Companies", the agenda of the general meeting of shareholders held
in person may be: (1) amended as proposed by shareholders owning
independently or in conjunction 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 company are
notified of such amendments not later than 15 days before the date
of the general meeting; (2) amended and/or supplemented, if the
majority of shareholders (or representatives thereof) participating
in the general meeting of shareholders and owning in total no less
than ninety-five percent of the voting shares of the company have
voted for their introduction.
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 no
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 April 29, 2009), shall not be 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, "a 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 the 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 shall be carried out under the principle of
"one share - one vote", and voting on procedural matters on holding
an extraordinary general meeting of shareholders shall be carried
out under the principle of "one shareholder - one vote".
In case of cumulative voting, the votes provided for the shares
may be given by a shareholder in full for one candidate for the
Board of Directors or distributed among several candidates for the
Board of Directors. Candidates for whom the greatest number of
votes was given shall be recognized as elected to 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 adopt a resolution 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 and 52 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 the members thereof, and
determining the amount of remuneration thereto", we kindly ask you,
to submit to the Bank the list of candidates for the Board of
Directors of the Bank.
We inform that in accordance with Article 44.2 of the Republic
of Kazakhstan Law "On Joint Stock Companies", the information on
proposed candidates for 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 Republic of
Kazakhstan legislative requirements for executives of the Bank, and
the Republic of Kazakhstan legislative requirements for executives
of a legal entity operating in the securities market on the basis
of the license of the authorized body.
* * *
We look forward to welcoming the shareholders of the Bank to
participate at the Extraordinary General Meeting of Shareholders of
the Bank.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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