Resolutions adopted by the Highest Governing Body of the Issuer
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1. |
NAME OF THE ISSUER |
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Full: |
Joint Stock Company “Uzbek Leasing International A.O.” |
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Short: |
АО «Uzbek Leasing International A.O.» |
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Name of stock exchange ticker:* |
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2. |
CONTACT INFORMATION |
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Location: |
Republic of Uzbekistan, Tashkent, 100066, Beshyogoch street, 1 |
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Postal address: |
Republic of Uzbekistan, Tashkent, 100066, Beshyogoch street, 1 |
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E-mail:* |
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Official web-site:* |
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3. |
INFORMATION ON THE SUBSTANTIAL FACT |
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Number of substantial fact: |
06 |
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Name of substantial fact: |
Resolutions adopted by the Highest Governing Body of the Issuer |
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Type of the General Meeting: |
annual |
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Date of the General Meeting: |
July 07, 2016 |
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Date of the minutes of the General Meeting: |
July 17, 2016 |
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Venue of the General Meeting: |
Republic of Uzbekistan, Tashkent, 100066, Beshyogoch street, 1 |
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Quorum at the General Meeting: |
80.30% |
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# |
Issues put on voting |
Voting results |
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pro |
contra |
abstain |
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quantity |
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quantity |
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quantity |
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1. |
To approve the returning board of the Company for the purpose of convening the Annual 69th General Meeting of Shareholders on June 07, 2016, as follows: Mr. Arthur Mikaelyan; Mr. Jamshid Latipov; Mr. Shukhrat Rasulov. |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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2. |
To approve the Order of the 69th Annual General meeting of Shareholders on June 07, 2016, proposed by the management. |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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3. |
To take note of the report of the Supervisory Board of the Company for FY 2015. |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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4. |
To take note of the report of the Audit committee of the Company on the results of the audit of financial and economic activities of the Company for FY 2015. |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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5. |
To take note of the audit report on the results of the audit of financial and economic activities of the Company for FY 2015. The management presented to the Shareholders the report by Audit Organization “Grant Thornton” LLC as a result of the audit of financial statements of the Company for FY 2015 as per International Financial Reporting Standards (IFRS) and as per National Accounting Standards (NAS). |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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6. |
To approve the annual report, balance sheet, profit and loss statement of JSC “Uzbek Leasing International A.O.” as a result of activity in FY 2015, as per recommendation of the Supervisory Board. |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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7. |
To distribute the Net Profit of the Company, as a result of activity in FY ending December 31, 2015, in the amount of UZS 12,575,771,000 (twelve billion five hundred seventy five million seven hundred seventy one thousand Uzbek soums), as follows: (a) UZS 631,070,380 (six hundred thirty one million seventy thousand three hundred eighty Uzbek soums) to be directed to the Reserve Fund of the Company; (b) UZS 4,276,700,620 (four billion two hundred seventy six million seven hundred thousand six hundred twenty Uzbek soums) to be directed for payment of dividends to the Shareholders; (c) UZS 7,668,000,000 (seven billion six hundred sixty eight million Uzbek soums) to be directed to the retained earnings. |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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8. |
(1) approve the resolution for payment of dividends by the Company as a result of activity in FY ending December 31, 2015, in the amount of UZS 4,276,700,620 (four billion two hundred seventy six million seven hundred thousand six hundred twenty Uzbek soums). (2) To distribute the total amount of dividends to the Shareholders on the basis of UZS 710 (seven hundred ten Uzbek soums) per ordinary registered share: (i) To National Bank for Foreign Economic Activity of the Republic of Uzbekistan (NBU), the legal holder of 2,503,261 (two million five hundred three thousand two hundred sixty one) ordinary shares - dividends in the amount of UZS 1,777,315,310 (one billion seven hundred seventy seven million three hundred fifteen thousand three hundred ten Uzbek soums); (ii) To Malayan Banking Berhad (Maybank), the legal holder of 1,186,500 (one million one hundred eighty six thousand five hundred) ordinary shares - dividends in the amount of UZS 842,415,000 (eight hundred forty two million four hundred fifteen thousand Uzbek soums); (iii) To Uzbek-Oman Investment Company (UOIC), the legal holder of 2,333,761 (two million three hundred thirty three thousand seven hundred sixty one) ordinary shares – dividends in the amount of UZS 1,656,970,310. (3) To impose responsibility on the management of the Company for timely payment of dividends to the Shareholders, withholding any applicable taxes on the amount of dividends to be paid, in accordance with legislation of the Republic of Uzbekistan and conversion of the amount dividends to be paid to foreign Shareholders from national currency - Uzbek soums into freely convertible currency - US dollars. (4) To determine June 21, 2016 as the date for commencement of payment of dividends; August 04, 2016 as the date for the end of payment of dividends. |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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10. |
To approve the appointment of the Audit Committee members of the Company, until the date of the next Annual General Meeting of Shareholders, as follows: (i) Mr. Shukhrat Djuraevich Yuldashev, acting Head of the Securities sub-department of the Department for Monitoring and Coordination of Investment Activity of NBU; (ii) Ms. Elena Rafisovna Lazareva, Head of the Debts Securities Unit of the Department for Monitoring and Coordination of Investment Activity of NBU; and (iii) Mr. Mr. Majitdin Shamshidinovich Kudbidinov, Chief Financial Officer, “Uzbek-Oman Investment Company” LLC. |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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11. |
(1) To approve appointment of Mr. Zafarjon B. Mustafaev in capacity of the Chief Executive Officer of JSC “Uzbek Leasing International A.O.” for another 1 (one) year period, as per recommendation by the Supervisory Board. (2) Approve extension of the contract between Mr. Zafarjon B. Mustafaev, as a Chief Executive Officer and JSC “Uzbek Leasing International A.O.”, as per recommendation by the Supervisory Board. (3) Approve effective from June 08, 2016 amendments in the terms and conditions of the employment contract of Mr. Zafarjon B. Mustafaev, Chief Executive Officer of JSC “Uzbek Leasing International A.O.” in accordance with Annex #1 to this minutes. (4) Authorize the Chairman of the Supervisory Board for execution on behalf of the Company, the supplementary agreement to the existing contract between Mr. Zafarjon B. Mustafaev, as a Chief Executive Officer and JSC “Uzbek Leasing International A.O.” |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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12. |
To approve the appointment of the Audit Organization “PricewaterhouseCoopers” Limited Liability Company to conduct the independent audit of financial statements of the Company for FY 2016, including audit of financial statements as per International Financial Reporting Standards (IFRS), audit as per National Accounting Standards (NAS) and report on compliance (agreed upon procedures – AUP) in regard to financial covenants under existing loan and facilities of the Company with Maybank, Islamic Corporation for the Development of the Private Sector (ICD) and agRIF Cooperatief U.A., with total amount of Audit Fee not exceeding US$ 70,000 (seventy thousand US Dollars), as per recommendation by the Supervisory Board. Audit fees are inclusive out-of-pocket expenses, other administrative expenses and any other local applicable taxes including VAT, and payable in local currency (UZS) at the official exchange rate of the Central Bank of Uzbekistan prevailing on the date of payment of the invoice.
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100 |
4 837 022 |
0 |
0 |
0 |
0 |
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13. |
(1) Approve payment of the fixed remuneration to the members of the Supervisory Board, Audit Committee and Chief Executive Officer of the Company, as a result of the business activity of the Company in FY 2015, as per Regulation on Financial Stimulation of the members of the supervisory board, audit committee and executive body of the Company. (2) Impose responsibility on the management of the Company for withholding any applicable taxes on the amount of fixed remuneration to the members of the Supervisory Board, Audit Committee and Chief Executive Officer of the Company.
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100 |
4 837 022 |
0 |
0 |
0 |
0 |
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14. |
To approve the medium and long term development strategy of the Company for the period between FY 2016 and FY 2020. |
0 |
0 |
0 |
0 |
100 |
4 837 022 |
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15. |
To approve Regulations of the Company: - “On Dividend Policy”; - “On the order of actions in a conflict of interest”; - “On Information Policy”; - “On the internal control” and submit them for consideration of the Supervisory Board and Shareholders.
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0 |
0 |
0 |
0 |
100 |
4 837 022 |
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16. |
To Approve of the Corporate Governance Code of the Company. |
0 |
0 |
0 |
0 |
100 |
4 837 022 |
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17. |
To approve compliance with recommendations for the implementation of the Corporate Governance Code and approval of the communication form. |
0 |
0 |
0 |
0 |
100 |
4 837 022 |
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18. |
To Approve of changes in the Organizational structure of the Company |
0 |
0 |
0 |
0 |
100 |
4 837 022 |
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19. |
To Approve of terms and conditions of the Loan from the International Finance Corporation (IFC) in favor of the Company. |
0 |
0 |
0 |
0 |
100 |
4 837 022 |
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20. |
(1) Approve the amendments and additions to the previously registered securities issues of the Company. (2) Approve the text of changes and additions in the registered Resolutions on shares issue of the Company, specifically: (i) new issue of shares register number #P0231-4, dated December 05, 2014; and (ii) additional issue of shares #P0231-5, dated December 25, 2015, as per Annexure attached.
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100 |
4 837 022 |
0 |
0 |
0 |
0 |
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Wording of amendments and/or additions to the Charter ** |
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1. |
To approve the returning board of the Company for the purpose of convening the Annual 69th General Meeting of Shareholders on June 07, 2016, as follows: Mr. Arthur Mikaelyan; Mr. Jamshid Latipov; Mr. Shukhrat Rasulov. |
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2. |
To approve the Order of the 69th Annual General meeting of Shareholders on June 07, 2016, proposed by the management. |
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3. |
To take note of the report of the Supervisory Board of the Company for FY 2015. |
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4. |
To take note of the report of the Audit committee of the Company on the results of the audit of financial and economic activities of the Company for FY 2015. |
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5. |
To take note of the audit report on the results of the audit of financial and economic activities of the Company for FY 2015. The management presented to the Shareholders the report by Audit Organization “Grant Thornton” LLC as a result of the audit of financial statements of the Company for FY 2015 as per International Financial Reporting Standards (IFRS) and as per National Accounting Standards (NAS). |
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6. |
To approve the annual report, balance sheet, profit and loss statement of JSC “Uzbek Leasing International A.O.” as a result of activity in FY 2015, as per recommendation of the Supervisory Board. |
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7. |
To distribute the Net Profit of the Company, as a result of activity in FY ending December 31, 2015, in the amount of UZS 12,575,771,000 (twelve billion five hundred seventy five million seven hundred seventy one thousand Uzbek soums), as follows: (a) UZS 631,070,380 (six hundred thirty one million seventy thousand three hundred eighty Uzbek soums) to be directed to the Reserve Fund of the Company; (b) UZS 4,276,700,620 (four billion two hundred seventy six million seven hundred thousand six hundred twenty Uzbek soums) to be directed for payment of dividends to the Shareholders; (c) UZS 7,668,000,000 (seven billion six hundred sixty eight million Uzbek soums) to be directed to the retained earnings. |
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8. |
(1) approve the resolution for payment of dividends by the Company as a result of activity in FY ending December 31, 2015, in the amount of UZS 4,276,700,620 (four billion two hundred seventy six million seven hundred thousand six hundred twenty Uzbek soums). (2) To distribute the total amount of dividends to the Shareholders on the basis of UZS 710 (seven hundred ten Uzbek soums) per ordinary registered share:(i) To National Bank for Foreign Economic Activity of the Republic of Uzbekistan (NBU), the legal holder of 2,503,261 (two million five hundred three thousand two hundred sixty one) ordinary shares - dividends in the amount of UZS 1,777,315,310 (one billion seven hundred seventy seven million three hundred fifteen thousand three hundred ten Uzbek soums); (ii) To Malayan Banking Berhad (Maybank), the legal holder of 1,186,500 (one million one hundred eighty six thousand five hundred) ordinary shares - dividends in the amount of UZS 842,415,000 (eight hundred forty two million four hundred fifteen thousand Uzbek soums); (iii) To Uzbek-Oman Investment Company (UOIC), the legal holder of 2,333,761 (two million three hundred thirty three thousand seven hundred sixty one) ordinary shares – dividends in the amount of UZS 1,656,970,310. (3) To impose responsibility on the management of the Company for timely payment of dividends to the Shareholders, withholding any applicable taxes on the amount of dividends to be paid, in accordance with legislation of the Republic of Uzbekistan and conversion of the amount dividends to be paid to foreign Shareholders from national currency - Uzbek soums into freely convertible currency - US dollars. (4) To determine June 21, 2016 as the date for commencement of payment of dividends; August 04, 2016 as the date for the end of payment of dividends. |
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9. |
To elect the members of the Supervisory Board of the Company, until the date of the next Annual General Meeting of Shareholders, as follows: (i) Mr. Azim Israilovich Akhmedkhadjaev, Chairman of the State Joint-stock Commercial Bank “ASAKA”; (ii) Mr. Azamat Karimbaevich Kurambaev, First Deputy Director of the Department for Monitoring and Coordination of Investment Activity of NBU; (iii) Ms. Lim Siew Ming, Regional Director, Opportunistic & NOEs, Malayan Banking Berhad (Maybank); (iv) Mr. Badar Awadh Badar Al Shanfari, General Director of UOIC; and (v) Mr. Alijon Sayfiddinovich Ravshanov, Senior Investment Manager of UOIC.
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10. |
To approve the appointment of the Audit Committee members of the Company, until the date of the next Annual General Meeting of Shareholders, as follows:(i) Mr. Shukhrat Djuraevich Yuldashev, acting Head of the Securities sub-department of the Department for Monitoring and Coordination of Investment Activity of NBU;(ii) Ms. Elena Rafisovna Lazareva, Head of the Debts Securities Unit of the Department for Monitoring and Coordination of Investment Activity of NBU; and (iii) Mr. Majitdin Shamshidinovich Kudbidinov, Chief Financial Officer, “Uzbek-Oman Investment Company” LLC. |
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11. |
(1) To approve appointment of Mr. Zafarjon B. Mustafaev in capacity of the Chief Executive Officer of JSC “Uzbek Leasing International A.O.” for another 1 (one) year period, as per recommendation by the Supervisory Board. (2) Approve extension of the contract between Mr. Zafarjon B. Mustafaev, as a Chief Executive Officer and JSC “Uzbek Leasing International A.O.”, as per recommendation by the Supervisory Board. (3) Approve effective from June 08, 2016 amendments in the terms and conditions of the employment contract of Mr. Zafarjon B. Mustafaev, Chief Executive Officer of JSC “Uzbek Leasing International A.O.” in accordance with Annex #1 to this minutes.
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12. |
To approve the appointment of the Audit Organization “PricewaterhouseCoopers” Limited Liability Company to conduct the independent audit of financial statements of the Company for FY 2016, including audit of financial statements as per International Financial Reporting Standards (IFRS), audit as per National Accounting Standards (NAS) and report on compliance (agreed upon procedures – AUP) in regard to financial covenants under existing loan and facilities of the Company with Maybank, Islamic Corporation for the Development of the Private Sector (ICD) and agRIF Cooperatief U.A., with total amount of Audit Fee not exceeding US$ 70,000 (seventy thousand US Dollars), as per recommendation by the Supervisory Board. Audit fees are inclusive out-of-pocket expenses, other administrative expenses and any other local applicable taxes including VAT, and payable in local currency (UZS) at the official exchange rate of the Central Bank of Uzbekistan prevailing on the date of payment of the invoice.
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13. |
(1) Approve payment of the fixed remuneration to the members of the Supervisory Board, Audit Committee and Chief Executive Officer of the Company, as a result of the business activity of the Company in FY 2015, as per Regulation on Financial Stimulation of the members of the supervisory board, audit committee and executive body of the Company. (2) Impose responsibility on the management of the Company for withholding any applicable taxes on the amount of fixed remuneration to the members of the Supervisory Board, Audit Committee and Chief Executive Officer of the Company.
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14. |
To approve the medium and long term development strategy of the Company for the period between FY 2016 and FY 2020. |
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15. |
To approve Regulations of the Company: - “On Dividend Policy”; - “On the order of actions in a conflict of interest”; - “On Information Policy”; - “On the internal control” and submit them for consideration of the Supervisory Board and Shareholders.
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16. |
To Approve of the Corporate Governance Code of the Company. |
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17. |
To approve compliance with recommendations for the implementation of the Corporate Governance Code and approval of the communication form. |
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18. |
To Approve of changes in the Organizational structure of the Company. |
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19. |
To Approve of terms and conditions of the Loan from the International Finance Corporation (IFC) in favor of the Company. |
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20. |
(1) Approve the amendments and additions to the previously registered securities issues of the Company. (2) Approve the text of changes and additions in the registered Resolutions on shares issue of the Company, specifically: (i) new issue of shares register number #P0231-4, dated December 05, 2014; and (ii) additional issue of shares #P0231-5, dated December 25, 2015, as per Annexure attached.
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9. Election of members of the Supervisory board: |
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Information on candidates |
Number of votes |
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# |
Full name |
workplace |
Belonging shares |
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number |
type |
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1. |
Mr. Azim Israilovich Akhmedkhadjae |
Chairman of the State Joint-stock Commercial Bank “ASAKA” |
0 |
- |
4 837 022 |
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2. |
Mr. Azamat Karimbaevich Kurambaev |
First Deputy Director of the Department for Monitoring and Coordination of Investment Activity of NBU |
0 |
- |
4 837 022 |
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3. |
Ms. Lim Siew Ming |
Malayan Banking Berhad (Maybank) |
0 |
- |
4 837 022 |
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4. |
Mr. Badar Awadh Badar Al Shanfari |
General Director of UOIC |
0 |
- |
4 837 022 |
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5. |
Mr. Alijon Sayfiddinovich Ravshanov |
Senior Investment Manager of UOIC |
0 |
- |
4 837 022 |
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Wording of amendments and/or additions to the Charter ** |
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Mustafaev Z.B. Name of the Head of the Executive Body: |
__________________________ |
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Lim T.M. |
__________________________ |
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Mikaelyan A.S. |
__________________________ |