1.

NAME OF THE ISSUER

Full:

Joint Stock Company “Uzbek Leasing International A.O.”

Short:

АО «Uzbek Leasing International A.O.»

Name of stock exchange ticker:*

2.

   CONTACT INFORMATION

Location:

Republic of Uzbekistan, Tashkent, 100066, Beshyogoch street, 1

Postal address:

Republic of Uzbekistan, Tashkent, 100066, Beshyogoch street, 1

E-mail:*

uzlease@sarkor.uz

Official web-site:*

www.uzbekleasing.com

3.

INFORMATION ON THE SUBSTANTIAL FACT

Number of substantial fact:

06

Name of substantial fact:

Decisions made by the supreme management body of the issuer.

Type of general meeting:

annual

Date of general meeting:

May 12, 2017

Date of the minutes of the general meeting:

May 22, 2017

Place pf the General Meeting:

Republic of Uzbekistan, Tashkent, 100066, Beshyogoch street, 1

Quorum of the general meeting:

100%

N

Questions

put to the vote

Voting results

for

against

abstained

%

amount

%

amount

%

Amount

1.

Approve the returning board of the Company for the purpose of convening the Annual 72nd General Meeting of Shareholders on May 12, 2017, as follows: Mr. Arthur Mikaelyan; Mr. Shukhrat Rasulov; Mr. Javlon Makhmudov.

100

6 023 522

0

0

0

0

2.

Approve the Order of the 72nd Annual General meeting of Shareholders on May 12, 2017, proposed by the management.

100

6 023 522

0

0

0

0

3.

Take note of the report of the Supervisory Board of the Company for FY 2016.

100

6 023 522

0

0

0

0

4.

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 2016.

100

6 023 522

0

0

0

0

5.

Take note of the audit report by Audit Organization “PricewaterhouseCoopers” LLC (PwC) on the results of the audit of financial and economic activities of the Company for FY 2016, as per IFRS and as per NAS.

100

6 023 522

0

0

0

0

6.

Approve the annual report, balance sheet, profit and loss statement of JSC “Uzbek Leasing International A.O.” as a result of activity in FY 2016, as per recommendation of the Supervisory Board.

100

6 023 522

0

0

0

0

7.

To distribute the Net Profit of the Company, as a result of activity in FY ending December 31, 2016, in the amount of UZS 19,205,427,000, as follows:

(a) UZS 995,318,840 to be directed to the Reserve Fund of the Company;

(b) UZS 7,710,108,160 to be directed for payment of dividends to the Shareholders;

(c) UZS 10,500,000,000 to be directed to the retained earnings.

100

6 023 522

0

0

0

0

8.

(1) To approve the resolution for payment of dividends by the Company as a result of activity in FY ending December 31, 2016, in the amount of UZS 7,710,108,160.

(2) To distribute the total amount of dividends to the Shareholders on the basis of UZS 1,280 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 ordinary shares - dividends in the amount of UZS 3,204,174,080;

(ii) To Malayan Banking Berhad (Maybank), the legal holder of 1,186,500  ordinary shares - dividends in the amount of UZS 1,518,720,000;

(iii) To Uzbek-Oman Investment Company (UOIC), the legal holder of 2,333,761 ordinary shares – dividends in the amount of UZS 2,987,214,080.

(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 May 25, 2017 as the date for commencement of payment of dividends; July 10, 2017 as the date for the end of payment of dividends.

100

6 023 522

0

0

0

0

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. Kudbidinov Majitdin Shamshidinovich, Chief Financial Officer, “Uzbek-Oman Investment Company” LLC – as a Chairman of the Audit Committee;

(ii) Mr. Juraev Kobil Bakhrambekovich, Deputy Director of the Investment Department of NBU  – as a Member of the Audit Committee; and

(iii) Mr. Akhmedov Muzaffar Sagdullaevich, Head of the Unit of the Investment Department of NBU – as a Member of the Audit Committee.

100

6 023 522

0

0

0

0

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 May 15, 2017 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

6 023 522

0

0

0

0

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 2017, 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 International Finance Corporation, with total amount of Audit Fee not exceeding US$65,000 (sixty five 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.

100

6 023 522

0

0

0

0

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 2016, 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.

100

6 023 522

0

0

0

0

14.

1. To approve the Line of Financing in the amount of US$7 (seven) million US Dollars in favour of the Company from Islamic Corporation for the Development of the Private Sector (ICD), presented by the management.

2. To authorize the management to sign on behalf of the Company the Murabaha Facility Agreement and any other legal documents in connection with the Murabaha Facility Agreement with ICD.

3. To approve the following list of authorized persons of the Company (with specimen signatures), who will have the right on behalf of the Company take any action or execute any documents under the Line of Financing from ICD: (Mustafaev Z.B., Chief Executive Officer; Lim T.M. Chief Accountant; Yusupov B.S. Deputy Chief Executive Officer; Rasulov Sh.G. Finance & Administration Manager)

100

6 023 522

0

0

0

0

Full wording of the decisions made by the general meeting:

1.

Approve the returning board of the Company for the purpose of convening the Annual 72nd General Meeting of Shareholders on May 12, 2017, as follows: Mr. Arthur Mikaelyan; Mr. Shukhrat Rasulov; Mr. Javlon Makhmudov.

2.

Approve the Order of the 72nd Annual General meeting of Shareholders on May 12, 2017, proposed by the management.

3.

Take note of the report of the Supervisory Board of the Company for FY 2016.

4.

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 2016.

5.

Take note of the audit report by Audit Organization “PricewaterhouseCoopers” LLC (PwC) on the results of the audit of financial and economic activities of the Company for FY 2016, as per IFRS and as per NAS.

6.

Approve the annual report, balance sheet, profit and loss statement of JSC “Uzbek Leasing International A.O.” as a result of activity in FY 2016, as per recommendation of the Supervisory Board.

7.

To distribute the Net Profit of the Company, as a result of activity in FY ending December 31, 2016, in the amount of UZS 19,205,427,000, as follows:

(a) UZS 995,318,840 to be directed to the Reserve Fund of the Company;

(b) UZS 7,710,108,160 to be directed for payment of dividends to the Shareholders;

(c) UZS 10,500,000,000 to be directed to the retained earnings.

8.

(1) To approve the resolution for payment of dividends by the Company as a result of activity in FY ending December 31, 2016, in the amount of UZS 7,710,108,160.

(2) To distribute the total amount of dividends to the Shareholders on the basis of UZS 1,280 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 ordinary shares - dividends in the amount of UZS 3,204,174,080;

(ii) To Malayan Banking Berhad (Maybank), the legal holder of 1,186,500  ordinary shares - dividends in the amount of UZS 1,518,720,000;

(iii) To Uzbek-Oman Investment Company (UOIC), the legal holder of 2,333,761 ordinary shares – dividends in the amount of UZS 2,987,214,080.

(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 May 25, 2017 as the date for commencement of payment of dividends; July 10, 2017 as the date for the end of payment of dividends.

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. Ulugbek Izatullaevich Matkarimov, Deputy Chairman of NBU;

(ii) Mr. Azamat Karimbaevich Kurambaev, Director of the Investment Department of NBU;

(iii) Ms. Lim Siew Ming, Regional Director, Opportunistic & NOEs, Malayan Banking Berhad (Maybank);

(iv) Mr. Rustam Alisherovich Shamuradov, Investment analyst of UOIC; and

(v) Mr. Ulugbek Khakimovich Mukhtarov, Deputy of the Department of monitoring the implementation of investment projects, Uzbekistan Fund for Reconstruction and Development.

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. Kudbidinov Majitdin Shamshidinovich, Chief Financial Officer, “Uzbek-Oman Investment Company” LLC – as a Chairman of the Audit Committee;

(ii) Mr. Juraev Kobil Bakhrambekovich, Deputy Director of the Investment Department of NBU  – as a Member of the Audit Committee; and

(iii) Mr. Akhmedov Muzaffar Sagdullaevich, Head of the Unit of the Investment Department of NBU – as a Member of the Audit Committee.

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 May 15, 2017 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.”

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 2017, 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 International Finance Corporation, with total amount of Audit Fee not exceeding US$65,000 (sixty five 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.

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 2016, 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.

14.

1. To approve the Line of Financing in the amount of US$7 (seven) million US Dollars in favour of the Company from Islamic Corporation for the Development of the Private Sector (ICD), presented by the management.

2. To authorize the management to sign on behalf of the Company the Murabaha Facility Agreement and any other legal documents in connection with the Murabaha Facility Agreement with ICD.

3. To approve the following list of authorized persons of the Company (with specimen signatures), who will have the right on behalf of the Company take any action or execute any documents under the Line of Financing from ICD: (Mustafaev Z.B., Chief Executive Officer; Lim T.M. Chief Accountant; Yusupov B.S. Deputy Chief Executive Officer; Rasulov Sh.G. Finance & Administration Manager)

Accrued and paid remuneration and (or) compensation in favor of members of the executive body, supervisory board and the issuer's audit committee: ***

N

Full Name

Name of the issuer's body, of which the person is a member  

Type of payment (remuneration and (or) compensation)

Accrued amount (UZS)

Period for which funds were accrued

Document in which payment is made

1.

Mustafaev

Zafarjon Buribaevich

Sole executive body

Remuneration

20 284 775

2016-2017

Provision on material incentives

2.

Akhmedkhadjaev Azim Israilovich

Supervisory board

Remuneration

36 222 813

2016-2017

Provision on material incentives

3.

Kurambaev

Azamat Karimbaevich

Supervisory board

Remuneration

28 978 250

2016-2017

Provision on material incentives

4.

Lim Siew Ming

Supervisory board

Remuneration

28 978 250

2016-2017

Provision on material incentives

5.

Badar Awadh Badar Al Shanfari

Supervisory board

Remuneration

14 000 750

2016-2017

Provision on material incentives

6.

Mukhtarov

Ulugbek Khakimovich

Supervisory board

Remuneration

14 977 500

2016-2017

Provision on material incentives

7.

Ravshanov

Alijon Sayfiddinovich

Supervisory board

Remuneration

28 978 250

2016-2017

Provision on material incentives

8.

Yuldashev Shukhrat Djuraevich

Audit committee

Remuneration

7 244 563

2016-2017

Provision on material incentives

9.

Lazareva

Elena Rafisovna

Audit committee

Remuneration

5 795 650

2016-2017

Provision on material incentives

10.

Kudbidinov Majitdin Shamshidinovi-ch

Audit committee

Remuneration

5 795 650

2016-2017

Provision on material incentives

Election of members of the supervisory board: *

Information about candidates

Number of votes

N

Full Name

Place of work,

position

Owned shares

Place

Position

Type

Amount

1.

Ulugbek Izatullaevich Matkarimov

National Bank for Foreign Economic Activities of Republic of Uzbekistan (NBU)/ Deputy Chairman of the Management Board

-

0

6 023 522

2.

Azamat Karimbaevich Kurambaev

National Bank for Foreign Economic Activities of Republic of Uzbekistan (NBU)/ Director of the Investment Department of NBU

-

0

6 023 522

3.

 Lim Siew Ming

Malayan Banking Berhad (Maybank)/ Opportunistic & NOEs,

-

0

6 023 522

4.

Rustam Alisherovich Shamuradov

"Uzbek-Oman Investment Company" LLC / Investment analyst

-

0

6 023 522

5.

Ulugbek Khakimovich Mukhtarov

Uzbekistan Fund for Reconstruction and Development/ Deputy Director of the Department of monitoring the implementation of investment projects,

-

0

6 023 522

Text of amendments to the charter **

Mustafaev Z.B.

Name of the Head of the Executive Body:

__________________________‎‎‎

Lim T.M. 
‎Name of the Chief Accountant:

__________________________‎‎‎

Mikaelyan A.S.
‎Name of the authorized person who posted the information on the web-site:

__________________________