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 Joint Venture “Uzbek Leasing International A.O.” |
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Short: |
JSC JV “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, 100084, Tashkent city, Yunusabad district, Amir Temur street, 88a |
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Postal address:
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Republic of Uzbekistan, 100084, Tashkent city, Yunusabad district, Amir Temur street, 88a |
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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: |
extraordinary |
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Date of general meeting: |
February 20, 2020 |
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Date of the minutes of the general meeting: |
February 28, 2020 |
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Place pf the General Meeting:
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Republic of Uzbekistan, 100084, Tashkent city, Yunusabad district, Amir Temur street, 88a |
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Quorum of the general meeting: |
80.30% |
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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. |
To approve the returning board of the Company for the purpose of convening the Extraordinary 79th General Meeting of Shareholders on February 20, 2020, as follows: Mr. Arthur Mikaelyan; Mr. Javlon Makhmudov; Mr. Shavkatjon Bozarov.
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100 |
4 837 022 |
0 |
0 |
0 |
0 |
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2. |
To Approve the Order of the 79th Extraordinary General meeting of Shareholders on February 20, 2020, proposed by the management.
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100 |
4 837 022 |
0 |
0 |
0 |
0 |
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3. |
To approve, effective from March 01, 2020, amendments in the terms and conditions of the employment contract of Mr. Zafarjon B. Mustafaev, Chief Executive Officer of JSC JV “Uzbek Leasing International A.O.” in accordance with Annex #1 to these minutes, as per recommendation by the Supervisory Board. |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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4. |
(1) To take note of the information regarding preliminary results of the Company’s activity in FY 2019, presented by the management. (2) To approve and ratify the payment of the one-time extraordinary additional bonus to the members of the Supervisory Board, Audit Committee and Chief Executive Officer, as a result of the activity of JSC JV “Uzbek Leasing International A.O.” in FY 2019, in accordance with Annex #1 to these minutes, as per recommendation by the Supervisory Board. |
100 |
4 837 022 |
0 |
0 |
0 |
0 |
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5. |
(1) To approve the terms and conditions of the following credit lines in favour of the Company from the Private Joint-stock commercial bank “Davr Bank” (via Yakkasaray branch): A) Loans in the framework of the credit line from the Asian Development Bank on the following basic terms and conditions: - Loan amount: up to USD300,000; - Interest rate: from 7.5% to 8.5% per annum; - One-time commission: 0%; - Loan term: up to 5 years; - Grace period: up to 12 months (depending on the project); - Purpose of the loan: purchase of the imported equipment. B) Loans in the framework of the credit line from the International Development Association on the following basic terms and conditions: - Loan amount: up to USD2,000,000; - Interest rate: from 6.5% per annum; - One-time commission: 0%; - Loan term: up to 5 years; - Grace period: up to 12 months (depending on the project); - Purpose of the loan: purchase of the imported equipment. C) Loans in the national currency Uzbek soums on the following basic terms and conditions: - Loan amount: up to UZS 25,000,000,000; - Interest rate: 26% per annum (!NOTE: the management of the Company proposed to agree for not more than 22% per annum for loans in the national currency Uzbek soums); - Loan term: up to 5 years; - Grace period: up to 12 months (depending on the project); - Purpose of the loan: purchase of the equipment, machinery, motor vehicles and immovable property. (2) To authorize the Management of the Company to sign on behalf of the Company the Loan Agreement with the Private Joint-stock commercial bank “Davr Bank” (via Yakkasaray branch) and any other legal documents in connection with the Loan Agreement with the Private Joint-stock commercial bank “Davr Bank” (via Yakkasaray branch). (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 Loan Agreement with the Private Joint-stock commercial bank “Davr Bank” (via Yakkasaray branch): - 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 |
4 837 022 |
0 |
0 |
0 |
0 |
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6. |
(1) To approve the indicative term sheet from the responsAbility Investments AG (“responsAbility”), for the loan in favour of the Company, with the following basic terms and conditions: - Borrower: JSC JV “Uzbek Leasing International A.O.”; - Lender: One or several funds managed or advised by responsAbility; - Amount: USD 5,000,000; - Type: Senior Unsecured Debt; - Tenure: 36 months; - Interest rate range (fixed): 7% per annum; - Gross up clause: Payments will be made net of taxes. Any taxes or other charges (withholding tax or other) applicable to the transaction shall be borne by the Borrower. Amounts due and payable by the Borrower will be accordingly adjusted; - Disbursement fee: 1%; - Payment of interests: semi-annual; - Repayment of Principal: annual; - Governing law / Jurisdiction regarding the investment: Luxembourg law, courts of Luxembourg; - Legal fees: In case it responsAbility requires to hire local lawyers for the proposed transaction, such legal fees and any other related costs and expenses will be borne by the Borrower; - No Prepayment: The Borrower has no pre-payment rights. Exceptionally, the Lender may accept prepayments at its full discretion, and set in the event required prepayment fees, compensation or penalties; - Late payment fee: In case of late repayments for which the borrower is responsible, the interest rate is increased by 200 bps for the period until eventual payment, and the borrower needs to cover any costs incurred by the lender through the late payment (e.g. non-settling of hedges); - Reporting requests: Monthly monitoring (40 indicators); (2) To authorize the Management of the Company to sign on behalf of the Company the Loan Agreement with one or several funds managed or advised by responsAbility and any other legal documents in connection with the Loan Agreement with one or several funds managed or advised by responsAbility. (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 Loan Agreement with one or several funds managed or advised by responsAbility: - 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 |
4 837 022 |
0 |
0 |
0 |
0 |
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Full wording of the decisions made by the general meeting: |
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1. |
To approve the returning board of the Company for the purpose of convening the Extraordinary 79th General Meeting of Shareholders on February 20, 2020, as follows: Mr. Arthur Mikaelyan; Mr. Javlon Makhmudov; Mr. Shavkatjon Bozarov. |
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2. |
To Approve the Order of the 79th Extraordinary General meeting of Shareholders on February 20, 2020, proposed by the management. |
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3. |
To approve, effective from March 01, 2020, amendments in the terms and conditions of the employment contract of Mr. Zafarjon B. Mustafaev, Chief Executive Officer of JSC JV “Uzbek Leasing International A.O.” in accordance with Annex #1 to these minutes, as per recommendation by the Supervisory Board. |
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4. |
(1) To take note of the information regarding preliminary results of the Company’s activity in FY 2019, presented by the management. (2) To approve and ratify the payment of the one-time extraordinary additional bonus to the members of the Supervisory Board, Audit Committee and Chief Executive Officer, as a result of the activity of JSC JV “Uzbek Leasing International A.O.” in FY 2019, in accordance with Annex #1 to these minutes, as per recommendation by the Supervisory Board. |
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5. |
(1) To approve the terms and conditions of the following credit lines in favour of the Company from the Private Joint-stock commercial bank “Davr Bank” (via Yakkasaray branch): A) Loans in the framework of the credit line from the Asian Development Bank on the following basic terms and conditions: - Loan amount: up to USD300,000; - Interest rate: from 7.5% to 8.5% per annum; - One-time commission: 0%; - Loan term: up to 5 years; - Grace period: up to 12 months (depending on the project); - Purpose of the loan: purchase of the imported equipment. B) Loans in the framework of the credit line from the International Development Association on the following basic terms and conditions: - Loan amount: up to USD2,000,000; - Interest rate: from 6.5% per annum; - One-time commission: 0%; - Loan term: up to 5 years; - Grace period: up to 12 months (depending on the project); - Purpose of the loan: purchase of the imported equipment. C) Loans in the national currency Uzbek soums on the following basic terms and conditions: - Loan amount: up to UZS 25,000,000,000; - Interest rate: 26% per annum (!NOTE: the management of the Company proposed to agree for not more than 22% per annum for loans in the national currency Uzbek soums); - Loan term: up to 5 years; - Grace period: up to 12 months (depending on the project); - Purpose of the loan: purchase of the equipment, machinery, motor vehicles and immovable property. (2) To authorize the Management of the Company to sign on behalf of the Company the Loan Agreement with the Private Joint-stock commercial bank “Davr Bank” (via Yakkasaray branch) and any other legal documents in connection with the Loan Agreement with the Private Joint-stock commercial bank “Davr Bank” (via Yakkasaray branch). (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 Loan Agreement with the Private Joint-stock commercial bank “Davr Bank” (via Yakkasaray branch): - Mustafaev Z.B., Chief Executive Officer; - Lim T.M., Chief Accountant; - Yusupov B.S., Deputy Chief Executive Officer; - Rasulov Sh.G., Finance & Administration Manager |
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6. |
(1) To approve the indicative term sheet from the responsAbility Investments AG (“responsAbility”), for the loan in favour of the Company, with the following basic terms and conditions: - Borrower: JSC JV “Uzbek Leasing International A.O.”; - Lender: One or several funds managed or advised by responsAbility; - Amount: USD 5,000,000; - Type: Senior Unsecured Debt; - Tenure: 36 months; - Interest rate range (fixed): 7% per annum; - Gross up clause: Payments will be made net of taxes. Any taxes or other charges (withholding tax or other) applicable to the transaction shall be borne by the Borrower. Amounts due and payable by the Borrower will be accordingly adjusted; - Disbursement fee: 1%; - Payment of interests: semi-annual; - Repayment of Principal: annual; - Governing law / Jurisdiction regarding the investment: Luxembourg law, courts of Luxembourg; - Legal fees: In case it responsAbility requires to hire local lawyers for the proposed transaction, such legal fees and any other related costs and expenses will be borne by the Borrower; - No Prepayment: The Borrower has no pre-payment rights. Exceptionally, the Lender may accept prepayments at its full discretion, and set in the event required prepayment fees, compensation or penalties; - Late payment fee: In case of late repayments for which the borrower is responsible, the interest rate is increased by 200 bps for the period until eventual payment, and the borrower needs to cover any costs incurred by the lender through the late payment (e.g. non-settling of hedges); - Reporting requests: Monthly monitoring (40 indicators); (2) To authorize the Management of the Company to sign on behalf of the Company the Loan Agreement with one or several funds managed or advised by responsAbility and any other legal documents in connection with the Loan Agreement with one or several funds managed or advised by responsAbility. (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 Loan Agreement with one or several funds managed or advised by responsAbility: - Mustafaev Z.B., Chief Executive Officer; - Lim T.M., Chief Accountant; - Yusupov B.S., Deputy Chief Executive Officer; - Rasulov Sh.G., Finance & Administration Manager |
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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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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. |
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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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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. |
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2. |
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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. |
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*) 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.