Decisions made by the supreme management body of the issuer
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1. |
NAME OF THE ISSUER |
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Full:
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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:
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Republic of Uzbekistan, Tashkent, 100066, Beshyogoch street, 1 |
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Postal address:
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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: |
Decisions made by the supreme management body of the issuer. |
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Type of general meeting: |
annual |
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Date of general meeting: |
June 14, 2018 |
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Date of the minutes of the general meeting: |
June 22, 2018 |
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Place pf the General Meeting:
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Republic of Uzbekistan, Tashkent, 100066, Beshyogoch street, 1 |
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Quorum of the general meeting: |
100% |
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N |
Questions put to the vote |
Voting results
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for
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against |
abstained |
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%
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amount |
% |
amount |
% |
Amount |
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1. |
Approve the returning board of the Company for the purpose of convening the Annual 74th General Meeting of Shareholders on June 14, 2018, as follows: Mr. Arthur Mikaelyan; Mr. Shukhrat Rasulov; Mr. Javlon Makhmudov.
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100 |
6 023 522 |
0 |
0 |
0 |
0 |
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2. |
Approve the Order of the 74th Annual General meeting of Shareholders on June 14, 2018, proposed by the management.
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100 |
6 023 522 |
0 |
0 |
0 |
0 |
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3. |
Take note of the report of the Supervisory Board of the Company for FY 2017.
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100 |
6 023 522 |
0 |
0 |
0 |
0 |
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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 2017.
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100 |
6 023 522 |
0 |
0 |
0 |
0 |
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5. |
Take note of the report of the Chief Executive Officer of the Company for FY 2017.
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100 |
6 023 522 |
0 |
0 |
0 |
0 |
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6. |
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 2017, as per IFRS and as per NAS.
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100 |
6 023 522 |
0 |
0 |
0 |
0 |
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7. |
Approve the annual report, balance sheet, profit and loss statement of JSC “Uzbek Leasing International A.O.” as a result of activity in FY 2017, as per recommendation of the Supervisory Board. |
100 |
6 023 522 |
0 |
0 |
0 |
0 |
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8. |
To distribute the Net Profit of the Company, as a result of activity in FY ending December 31, 2017, in the amount of UZS 19,506,124,000 (nineteen billion five hundred six million one hundred twenty four thousand Uzbek soums), as follows: (a) UZS 3,915,289,300 (three billion nine hundred fifteen million two hundred eighty nine thousand three hundred Uzbek soums) to be directed for payment of dividends to the Shareholders; (b) UZS 15,590,834,700 (fifteen billion five hundred ninety million eight hundred thirty four thousand seven hundred Uzbek soums) to be directed to the retained earnings. |
100 |
6 023 522 |
0 |
0 |
0 |
0 |
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9. |
(1) To approve the resolution for payment of dividends by the Company as a result of activity in FY ending December 31, 2017, in the amount of UZS 3,915,289,300 (three billion nine hundred fifteen million two hundred eighty nine thousand three hundred Uzbek soums). (2) To distribute the total amount of dividends to the Shareholders on the basis of UZS 650 (six hundred fifty 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 1,627,119,650 (one billion six hundred twenty seven million one hundred nineteen thousand six hundred fifty 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 771,225,000 (seven hundred seventy one million two hundred twenty fine 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 1,516,944,650 (one billion five hundred sixteen million nine hundred forty four thousand six hundred fifty Uzbek soums). (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 25, 2018 as the date for commencement of payment of dividends; August 10, 2018 as the date for the end of payment of dividends. |
100 |
6 023 522 |
0 |
0 |
0 |
0 |
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11. |
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. Juraev Kobil Bakhrambekovich, Deputy Director of the currency operations department of the of NBU – as a Chairman of the Audit Committee; (ii) Mr. Akhmedov Muzaffar Sagdullaevich, Head of the sub-department for implementation of the projects with the bank’s share of NBU – as a Member of the Audit Committee; and (iii) Mr. Izzatulloev Shakhboz Bakhriddin ugli, Investment Associate, UOIC – as a Member of the Audit Committee. |
100 |
6 023 522 |
0 |
0 |
0 |
0 |
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12. |
(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) 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 |
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13. |
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 2018, 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 Islamic Corporation for the Development of the Private Sector (ICD) and International Finance Corporation (IFC), with total amount of Audit Fee not exceeding UZS 440,000,000 (four hundred forty million Uzbek soums). Audit fees are inclusive out-of-pocket expenses, other administrative expenses and any other local applicable taxes including VAT.
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100 |
6 023 522 |
0 |
0 |
0 |
0 |
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14. |
(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 2017, 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 |
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15. |
Approve the amended medium and long term development strategy of the Company, presented by the management. |
100 |
6 023 522 |
0 |
0 |
0 |
0 |
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Full wording of the decisions made by the general meeting: |
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1. |
Approve the returning board of the Company for the purpose of convening the Annual 74th General Meeting of Shareholders on June 14, 2018, as follows: Mr. Arthur Mikaelyan; Mr. Shukhrat Rasulov; Mr. Javlon Makhmudov. |
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2. |
Approve the Order of the 74th Annual General meeting of Shareholders on June 14, 2018, proposed by the management. |
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3. |
Take note of the report of the Supervisory Board of the Company for FY 2017. |
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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 2017. |
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5. |
Take note of the report of the Chief Executive Officer of the Company for FY 2017. |
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6. |
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 2017, as per IFRS and as per NAS. |
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7. |
Approve the annual report, balance sheet, profit and loss statement of JSC “Uzbek Leasing International A.O.” as a result of activity in FY 2017, as per recommendation of the Supervisory Board. |
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8. |
To distribute the Net Profit of the Company, as a result of activity in FY ending December 31, 2017, in the amount of UZS 19,506,124,000 (nineteen billion five hundred six million one hundred twenty four thousand Uzbek soums), as follows: (a) UZS 3,915,289,300 (three billion nine hundred fifteen million two hundred eighty nine thousand three hundred Uzbek soums) to be directed for payment of dividends to the Shareholders; (b) UZS 15,590,834,700 (fifteen billion five hundred ninety million eight hundred thirty four thousand seven hundred Uzbek soums) to be directed to the retained earnings. |
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9. |
(1) To approve the resolution for payment of dividends by the Company as a result of activity in FY ending December 31, 2017, in the amount of UZS 3,915,289,300 (three billion nine hundred fifteen million two hundred eighty nine thousand three hundred Uzbek soums). (2) To distribute the total amount of dividends to the Shareholders on the basis of UZS 650 (six hundred fifty 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 1,627,119,650 (one billion six hundred twenty seven million one hundred nineteen thousand six hundred fifty 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 771,225,000 (seven hundred seventy one million two hundred twenty fine 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 1,516,944,650 (one billion five hundred sixteen million nine hundred forty four thousand six hundred fifty Uzbek soums). (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 25, 2018 as the date for commencement of payment of dividends; August 10, 2018 as the date for the end of payment of dividends. |
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10. |
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. Bakhodir Amiralievich Jalilov, Deputy Chairman of NBU; (ii) Mr. Bakhrom Muzafarovich Yusupov, Deputy Director of the Investment Department of NBU; (iii) Mr. Jason Lim Tsu Yang, Executive Vice President, Head, Group Strategy & Business Development, Office of the Group President and CEO, Malayan Banking Berhad (Maybank); (iv) Mr. Salim Abdullah Khalfan Al-Ma’mari, Investment Manager of UOIC; and(v) Mr. Rustam Alisherovich Shamuradov, Senior Investment Associate of UOIC. |
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11. |
To approve the appointment of the Audit Committee members of the Company, util the date of the next Annual General Meeting of Shareholders, as follows: (i) Mr. Juraev Kobil Bakhrambekovich, Deputy Director of the currency operations department of the of NBU – as a Chairman of the Audit Committee; (ii) Mr. Akhmedov Muzaffar Sagdullaevich, Head of the sub-department for implementation of the projects with the bank’s share of NBU – as a Member of the Audit Committee; and (iii) Mr. Izzatulloev Shakhboz Bakhriddin ugli, Investment Associate, UOIC – as a Member of the Audit Committee. |
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12. |
(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) 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.” |
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13. |
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 2018, 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 Islamic Corporation for the Development of the Private Sector (ICD) and International Finance Corporation (IFC), with total amount of Audit Fee not exceeding UZS 440,000,000 (four hundred forty million Uzbek soums). Audit fees are inclusive out-of-pocket expenses, other administrative expenses and any other local applicable taxes including VAT. |
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14. |
(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 2017, 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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15. |
Approve the amended medium and long term development strategy of the Company, presented by the management. |
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Accrued and paid remuneration and (or) compensation in favor of members of the executive body, supervisory board and the issuer's audit committee: *** |
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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 |
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1. |
Mustafaev Zafarjon Buribaevich |
Sole executive body |
Remuneration |
23 327 325 |
2017-2018 |
Regulation on financial stimulation |
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2. |
Matkarimov Ulugbek Izatullaevich |
Supervisory board |
Remuneration |
41 655 938 |
2017-2018 |
Regulation on financial stimulation |
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3. |
Kurambaev Azamat Karimbaevich |
Supervisory board |
Remuneration |
33 234 750 |
2017-2018 |
Regulation on financial stimulation |
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4. |
Lim Siew Ming |
Supervisory board |
Remuneration |
33 234 750 |
2017-2018 |
Regulation on financial stimulation |
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5. |
Mukhtarov Ulugbek Khakimovich |
Supervisory board |
Remuneration |
33 234 750 |
2017-2018 |
Regulation on financial stimulation |
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6. |
Mukhtarov Ulugbek Khakimovich |
Supervisory board |
Remuneration |
33 234 750 |
2017-2018 |
Regulation on financial stimulation |
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7. |
Shamuradov Rustam Alisherovich |
Supervisory board |
Remuneration |
4 025 188 |
2017-2018 |
Regulation on financial stimulation |
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8. |
Juraev Kobil Bakhrambekovich |
Audit committee |
Remuneration |
6 664 950 |
2017-2018 |
Regulation on financial stimulation |
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9. |
Akhmedov Muzzaffar Sagdullaevich |
Audit committee |
Remuneration |
6 664 950 |
2017-2018 |
Regulation on financial stimulation |
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10. |
Kalonkhujaev Rasokhon Rustamkhuja ugli |
Audit committee |
Remuneration |
4 306 000 |
2017-2018 |
Regulation on financial stimulation |
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Election of members of the supervisory board: *
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Information about candidates
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Number of votes |
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N |
Full Name |
Place of work, position |
Owned shares |
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Place
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Position |
Type |
Amount |
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1. |
Jalilov Bakhodir Amiralievich |
National Bank for Foreign Economic Activities of Republic of Uzbekistan (NBU)/ Deputy Chairman of the Management Board |
- |
0 |
6 023 522 |
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2. |
Yusupov Bakhrom Muzafarovich |
National Bank for Foreign Economic Activities of Republic of Uzbekistan (NBU) / Deputy Director of the Investment Department |
- |
0 |
6 023 522 |
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3. |
Jason Lim Tsu Yang |
Malayan Banking Berhad (Maybank)/ Executive Vice President, Head, Group Strategy & Business Development, Office of the Group President and CEO |
- |
0 |
6 023 522 |
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4. |
Salim Abdullah Khalfan Al-Ma’mari |
"Uzbek-Oman Investment Company" LLC / Investment Manager of UOIC |
- |
0 |
6 023 522 |
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5. |
Shamuradov Rustam Alisherovich |
Uzbekistan Fund for Reconstruction and Development/ Senior Investment Associate of UOIC. |
- |
0 |
6 023 522 |
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Text of amendments 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. |
__________________________ |
*) Indicates if available.
**) The text of the amendments is attached in case if the General Meeting of Shareholders decided to amend the Charter, relating to changes in the rights of shareholders - owners of preference shares, the transfer of authority to the Supervisory Board on issues concerning the introduction of changes and additions to the Charter of Company related to the increase in the authorized capital of the Company, on making provisions on authorized shares or change and addition, the establishment of limits of the number of company’s stocks that belongs to one shareholder and their total nominal value, and the maximum number of votes granted to one shareholder.
***) It is indicated, in the case of accruing remuneration, compensation and (or) other payments in favor of members of the executive body, the supervisory board and the audit commission of the joint-stock company.
The date of drawing up the minutes of the supreme management body of the issuer is considered the moment of occurrence of an essential fact.