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 Venture Joint Stock Company “Uzbek Leasing International A.O.” |
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Short: |
JV JSC “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: |
annual |
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Date of general meeting: |
September 24, 2020 |
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Date of the minutes of the general meeting: |
October 02, 2020 |
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Place of 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: |
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 82nd General Meeting of Shareholders on September 24, 2020, as follows: Mr. Arthur Mikaelyan; Mr. Shurkhat Rasulov; Mr. Shavkatjon Bozarov. |
100 |
6 023 522 |
0 |
0 |
0 |
0 |
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2. |
Approve the Order of the 82nd Annual General meeting of Shareholders on September 24, 2020, proposed by the management. |
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 2019. |
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 2019. |
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 2019. |
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 2019, as per NAS. |
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 JV “Uzbek Leasing International A.O.” as a result of activity in FY 2019, 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, 2019, in the amount of UZS 22,841,561,000 (twenty two billion eight hundred forty one million five hundred sixty one thousand Uzbek soums), as follows: (a) UZS 741,338,380 (seven hundred forty one million three hundred thirty eight thousand three hundred eighty Uzbek soums) to be directed to the Reserve Fund of the Company; (b) UZS 10,300,222,620 (ten billion three hundred million two hundred twenty two thousand six hundred twenty Uzbek soums) to be directed for payment of dividends to the Shareholders; (c) UZS 11,800,000,000 (eleven billion eight hundred million Uzbek soums) to keep retained. |
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, 2019, in the amount of UZS 10,300,222,620 (ten billion three hundred million two hundred twenty two thousand six hundred twenty Uzbek soums). (2) To distribute the total amount of dividends to the Shareholders on the basis of UZS 1,710 (one thousand seven hundred ten Uzbek soums) per ordinary registered share: (i) To the JSC “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 4,280,576,310 (four billion two hundred eighty million five hundred seventy six 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 2,028,915,000 (two billion twenty eight million nine hundred fifteen thousand Uzbek soums); (iii) To “Uzbek-Oman Investment Company” LLC (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 3,990,731,310 (three billion nine hundred ninety million seven hundred thirty one thousand three hundred ten 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 October 02, 2020 as the date for commencement of payment of dividends; November 20, 2020 as the date for the end of payment of dividends. |
100 |
6 023 522 |
0 |
0 |
0 |
0 |
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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. Kudratilla Asatullaevich Tulyaganov, Deputy Chairman of NBU; (ii) Mr. Nodirbek Ravshanbekovich Daminov, acting 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. Timur Mukhamedovich Yakubov, Senior Investment Manager of UOIC; and (v) Mr. Shakhboz Bakhriddin ugli Izzatulloev, Senior Investment Associate of UOIC. |
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. Shokhrukh Farrukhovich Nigmanov, Chief Financial Officer, UOIC – as a Chairman of the Audit Committee; (ii) Mr. Temur Zokir ugli Jurabekov, Project manager of the investment department of NBU – as a Member of the Audit Committee; and (iii) Mr. Talgat Kuchkar ugli Chirchikbaev, Assistant of the project manager of the investment department of NBU – as a Member of the Audit Committee. |
100 |
6 023 522 |
0 |
0 |
0 |
0 |
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12. |
(1) To approve reappointment of Mr. Zafarjon B. Mustafaev in capacity of the Chief Executive Officer of JSC JV “Uzbek Leasing International A.O.” for another 1 (one) year period, until June 30, 2021, 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 JV “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 JV “Uzbek Leasing International A.O.” |
100 |
6 023 522 |
0 |
0 |
0 |
0 |
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13. |
(1) 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 2020, 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 negative covenants and financial covenants, set under the Murabaha Facility Agreement with Islamic Corporation for the Development of the Private Sector (ICD), Loan Agreement with International Finance Corporation (IFC), Loan Agreement with European Bank for Reconstruction and Development (EBRD), with total amount of Audit Fee not exceeding UZS 809,000,000 (eight hundred nine million Uzbek soums), NOT including Value Added Tax; (2) To approve the appointment of the Audit Organization “PKF MAK Alyans” Limited Liability Company to conduct the independent audit of the Statement of Utilization of Funds and specific audit assurances for FY 2020, as well as financial covenants report, set under the Project Administration Manual of the Loan Agreement with Asian Development Bank (ADB), with total amount of Audit Fee not exceeding UZS 78,000,000 (seventy eight million Uzbek soums), including Value Added Tax. |
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 82nd General Meeting of Shareholders on September 24, 2020, as follows: Mr. Arthur Mikaelyan; Mr. Shurkhat Rasulov; Mr. Shavkatjon Bozarov. |
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2. |
Approve the Order of the 82nd Annual General meeting of Shareholders on September 24, 2020, proposed by the management. |
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3. |
Take note of the report of the Supervisory Board of the Company for FY 2019. |
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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 2019. |
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5. |
Take note of the report of the Chief Executive Officer of the Company for FY 2019. |
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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 2019, as per NAS. |
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7. |
Approve the annual report, balance sheet, profit and loss statement of JSC JV “Uzbek Leasing International A.O.” as a result of activity in FY 2019, 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, 2019, in the amount of UZS 22,841,561,000 (twenty two billion eight hundred forty one million five hundred sixty one thousand Uzbek soums), as follows: (a) UZS 741,338,380 (seven hundred forty one million three hundred thirty eight thousand three hundred eighty Uzbek soums) to be directed to the Reserve Fund of the Company; (b) UZS 10,300,222,620 (ten billion three hundred million two hundred twenty two thousand six hundred twenty Uzbek soums) to be directed for payment of dividends to the Shareholders; (c) UZS 11,800,000,000 (eleven billion eight hundred million Uzbek soums) to keep retained. |
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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, 2019, in the amount of UZS 10,300,222,620 (ten billion three hundred million two hundred twenty two thousand six hundred twenty Uzbek soums). (2) To distribute the total amount of dividends to the Shareholders on the basis of UZS 1,710 (one thousand seven hundred ten Uzbek soums) per ordinary registered share: (i) To the JSC “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 4,280,576,310 (four billion two hundred eighty million five hundred seventy six 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 2,028,915,000 (two billion twenty eight million nine hundred fifteen thousand Uzbek soums); (iii) To “Uzbek-Oman Investment Company” LLC (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 3,990,731,310 (three billion nine hundred ninety million seven hundred thirty one thousand three hundred ten 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 October 02, 2020 as the date for commencement of payment of dividends; November 20, 2020 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. Kudratilla Asatullaevich Tulyaganov, Deputy Chairman of NBU; (ii) Mr. Nodirbek Ravshanbekovich Daminov, acting 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. Timur Mukhamedovich Yakubov, Senior Investment Manager of UOIC; and (v) Mr. Shakhboz Bakhriddin ugli Izzatulloev, Senior Investment Associate of UOIC. |
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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. Shokhrukh Farrukhovich Nigmanov, Chief Financial Officer, UOIC – as a Chairman of the Audit Committee; (ii) Mr. Temur Zokir ugli Jurabekov, Project manager of the investment department of NBU – as a Member of the Audit Committee; and (iii) Mr. Talgat Kuchkar ugli Chirchikbaev, Assistant of the project manager of the investment department of NBU – as a Member of the Audit Committee. |
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12. |
(1) To approve reappointment of Mr. Zafarjon B. Mustafaev in capacity of the Chief Executive Officer of JSC JV “Uzbek Leasing International A.O.” for another 1 (one) year period, until June 30, 2021, 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 JV “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 JV “Uzbek Leasing International A.O.” |
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13. |
(1) 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 2020, 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 negative covenants and financial covenants, set under the Murabaha Facility Agreement with Islamic Corporation for the Development of the Private Sector (ICD), Loan Agreement with International Finance Corporation (IFC), Loan Agreement with European Bank for Reconstruction and Development (EBRD), with total amount of Audit Fee not exceeding UZS 809,000,000 (eight hundred nine million Uzbek soums), NOT including Value Added Tax; (2) To approve the appointment of the Audit Organization “PKF MAK Alyans” Limited Liability Company to conduct the independent audit of the Statement of Utilization of Funds and specific audit assurances for FY 2020, as well as financial covenants report, set under the Project Administration Manual of the Loan Agreement with Asian Development Bank (ADB), with total amount of Audit Fee not exceeding UZS 78,000,000 (seventy eight million Uzbek soums), including Value Added Tax. |
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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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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. |
Tulyaganov Kudratilla Asatullaevich |
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. |
Daminov Nodirbek Ravshanbekovich |
National Bank for Foreign Economic Activities of Republic of Uzbekistan (NBU) / acting 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. |
Yakubov Timur Mukhamedovich |
"Uzbek-Oman Investment Company" LLC / Senior Investment Manager |
- |
0 |
6 023 522 |
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5. |
Izzatulloev Shakhboz Bakhriddin ugli |
"Uzbek-Oman Investment Company" LLC / Senior Investment Associate |
- |
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.