1.

NAME OF THE ISSUER

Full:

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

Short:

JSC JV “Uzbek Leasing International A.O.”

Name of stock exchange ticker:*

2.

   CONTACT INFORMATION

Location:

Republic of Uzbekistan, 100084, Tashkent city, Yunusabad district, Amir Temur street, 88a

Postal address:

Republic of Uzbekistan, 100084, Tashkent city, Yunusabad district, Amir Temur street, 88a

E-mail:*

info@uzbekleasing.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:

June 25, 2021

Date of the minutes of the general meeting:

July 02, 2021

Place of the General Meeting:

Republic of Uzbekistan, 100084, Tashkent city, Yunusabad district, Amir Temur street, 88a

Quorum of the general meeting:

80.30%

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 85th General Meeting of Shareholders on June 25, 2021, as follows: Mr. Arthur Mikaelyan; Mr. Shurkhat Rasulov; Mr. Shavkatjon Bozarov.

100

4 837 022

0

0

0

0

2.

Approve the Order of the 85th Annual General meeting of Shareholders on June 25, 2021, proposed by the management.

100

4 837 022

0

0

0

0

3.

Take note of the report of the Supervisory Board of the Company for FY 2020.

100

4 837 022

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 2020.

100

4 837 022

0

0

0

0

5.

Take note of the report of the Chief Executive Officer of the Company for FY 2020.

100

4 837 022

0

0

0

0

6.

Take note of the audit report by the Audit Organization “KPMG Audit” LLC on the results of the audit of financial and economic activities of the Company for FY 2020, as per NAS.

100

4 837 022

0

0

0

0

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 2020, as per recommendation of the Supervisory Board.

100

4 837 022

0

0

0

0

8.

To distribute the Net Profit of the Company, as a result of activity in FY ending December 31, 2020, in the amount of UZS 24,342,392,000, as follows: (a) UZS 114,642,340 to be directed to the Reserve Fund of the Company; (b) UZS 11,806,103,120 to be directed for payment of dividends to the Shareholders; (c) UZS 12,421,646,540 to keep retained

100

4 837 022

0

0

0

0

9.

(1) To approve the resolution for payment of dividends by the Company as a result of activity in FY ending December 31, 2020, in the amount of UZS 11,806,103,120. (2) To distribute the total amount of dividends to the Shareholders on the basis of UZS 1,960 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 ordinary shares – dividends in the amount of UZS 4,906,391,560; (ii) To Malayan Banking Berhad (Maybank), the legal holder of 1,186,500 ordinary shares – dividends in the amount of UZS 2,325,540,000; (iii) To “Uzbek-Oman Investment Company” LLC (UOIC), the legal holder of 2,333,761 ordinary shares – dividends in the amount of UZS 4,574,171,560. (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 July 02, 2021 as the date for commencement of payment of dividends; August 20, 2021 as the date for the end of payment of dividends.

100

4 837 022

0

0

0

0

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. Yakhyo Avaz O’g’li Avazov, Senior Investment Associate, UOIC – as a Chairman of the Audit Committee; (ii) Mr. Abdulla Zabihullaevich Khabibullaev, assistant of the Deputy Chairman of NBU – as a Member of the Audit Committee; and (iii) Mr. Talgat Kuchkar ugli Chirchikbaev, Assistant Project manager of the Department of Corporate Affairs and Investment of NBU – as a Member of the Audit Committee.

100

4 837 022

0

0

0

0

12.

(1) To approve appointment of Mr. Zafarjon B. Mustafaev in capacity of the Chief Executive Officer of JSC JV “Uzbek Leasing International A.O.” for another 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) Approve effective from July 01, 2021 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. (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 JV “Uzbek Leasing International A.O.”

100

4 837 022

0

0

0

0

13.

(1) To approve the appointment of the Audit Organization “KPMG Audit” Limited Liability Company to conduct the independent audit of financial statements of the Company for FY 2021, 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 Loan Agreement with European Bank for Reconstruction and Development (EBRD) and other foreign loans, with total amount of Audit Fee not exceeding UZS 1,000,000,000, NOT including Value Added Tax; (2) To approve the appointment of the Audit Organization “Grant Thornton Uzbekistan” Limited Liability Company to conduct the independent audit of the Statement of Utilization of Funds and specific audit assurances for FY 2021, 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 60,000,000, including Value Added Tax.

100

4 837 022

0

0

0

0

14.

To approve the amendments to the Organizational Structure of the Company by renaming the existing Credit Department into the Project Finance Department and MSME Credit Department into the Express-Leasing Department.

100

4 837 022

0

0

0

0

15.

To approve the amended medium and long term development strategy of the Company, as presented by the management.

0

0

0

0

100

4 837 022

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 85th General Meeting of Shareholders on June 25, 2021, as follows: Mr. Arthur Mikaelyan; Mr. Shurkhat Rasulov; Mr. Shavkatjon Bozarov.

2.

Approve the Order of the 85th Annual General meeting of Shareholders on June 25, 2021, proposed by the management.

3.

Take note of the report of the Supervisory Board of the Company for FY 2020.

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 2020.

5.

Take note of the report of the Chief Executive Officer of the Company for FY 2020.

6.

Take note of the audit report by the Audit Organization “KPMG Audit” LLC on the results of the audit of financial and economic activities of the Company for FY 2020, as per NAS.

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 2020, as per recommendation of the Supervisory Board.

8.

To distribute the Net Profit of the Company, as a result of activity in FY ending December 31, 2020, in the amount of UZS 24,342,392,000, as follows: (a) UZS 114,642,340 to be directed to the Reserve Fund of the Company; (b) UZS 11,806,103,120 to be directed for payment of dividends to the Shareholders; (c) UZS 12,421,646,540 to keep retained

9.

(1) To approve the resolution for payment of dividends by the Company as a result of activity in FY ending December 31, 2020, in the amount of UZS 11,806,103,120. (2) To distribute the total amount of dividends to the Shareholders on the basis of UZS 1,960 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 ordinary shares – dividends in the amount of UZS 4,906,391,560; (ii) To Malayan Banking Berhad (Maybank), the legal holder of 1,186,500 ordinary shares – dividends in the amount of UZS 2,325,540,000; (iii) To “Uzbek-Oman Investment Company” LLC (UOIC), the legal holder of 2,333,761 ordinary shares – dividends in the amount of UZS 4,574,171,560. (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 July 02, 2021 as the date for commencement of payment of dividends; August 20, 2021 as the date for the end of payment of dividends.

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. Feruz Khaydarkulovich Yakhyaev, Director of the Department of Corporate affairs and Investment 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. Nabi Ismoilovich Togaev, Head of Asset Management of UOIC; and

(v) Ms. Khurshida Tursunboy qizi Komilova, Finance Manager of UOIC.

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. Yakhyo Avaz O’g’li Avazov, Senior Investment Associate, UOIC – as a Chairman of the Audit Committee; (ii) Mr. Abdulla Zabihullaevich Khabibullaev, assistant of the Deputy Chairman of NBU – as a Member of the Audit Committee; and (iii) Mr. Talgat Kuchkar ugli Chirchikbaev, Assistant Project manager of the Department of Corporate Affairs and Investment of NBU – as a Member of the Audit Committee.

12.

(1) To approve appointment of Mr. Zafarjon B. Mustafaev in capacity of the Chief Executive Officer of JSC JV “Uzbek Leasing International A.O.” for another 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) Approve effective from July 01, 2021 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. (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 JV “Uzbek Leasing International A.O.”

13.

(1) To approve the appointment of the Audit Organization “KPMG Audit” Limited Liability Company to conduct the independent audit of financial statements of the Company for FY 2021, 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 Loan Agreement with European Bank for Reconstruction and Development (EBRD) and other foreign loans, with total amount of Audit Fee not exceeding UZS 1,000,000,000, NOT including Value Added Tax; (2) To approve the appointment of the Audit Organization “Grant Thornton Uzbekistan” Limited Liability Company to conduct the independent audit of the Statement of Utilization of Funds and specific audit assurances for FY 2021, 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 60,000,000, including Value Added Tax.

14.

To approve the amendments to the Organizational Structure of the Company by renaming the existing Credit Department into the Project Finance Department and MSME Credit Department into the Express-Leasing Department.

15.

To approve the amended medium and long term development strategy of the Company, as presented by the management.

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

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.

Tulyaganov Kudratilla Asatullaevich

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

-

0

4 837 022

2.

Yakhyaev Feruz Khaydarkulovich

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

-

0

4 837 022

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

4 837 022

4.

Togaev Nabi Ismoilovich

“Uzbek-Oman Investment Company” LLC / Head of Asset Management

-

0

4 837 022

5.

Komilova Khurshida Tursunboy qizi

“Uzbek-Oman Investment Company” LLC / Finance Manager

-

0

4 837 022

Text of amendments to the charter **

Mustafaev Z.B.

Name of the Head of the Executive Body:

__________________________‎‎‎

Sagdullaeva Z.M. 
‎Name of the Chief Accountant:

__________________________‎‎‎

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

__________________________