1747
Decisions taken by the Supreme Governing Body of the Issuer
| 1. | NAME OF THE ISSUER | ||||||||||||||
| Full: | Joint Venture in the form of Joint Stock Company “Uzbek Leasing International” | ||||||||||||||
| Short: | Uzbek Leasing International JSC JV | ||||||||||||||
| Name of stock exchange ticker:* |
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| 2. | CONTACT INFORMATION | ||||||||||||||
| Location: | Republic of Uzbekistan, Tashkent, 100066, Beshyog’och Str., 1 | ||||||||||||||
| Postal address: | Republic of Uzbekistan, Tashkent, 100066, Beshyog’och Str., 1 | ||||||||||||||
| E-mail:* | uzlease@sarkor.uz | ||||||||||||||
| Official web-site:* | www.uzbekleasing.com | ||||||||||||||
| 3. | INFORMATION ON THE CORPORATE ACTION | ||||||||||||||
| Number of corporate action: | 06 | ||||||||||||||
| Name of corporate action: | Решения, принятые высшим органом управления эмитента | ||||||||||||||
| Type of general meeting: | annual | ||||||||||||||
| extraordinary | |||||||||||||||
| Date of the General Meeting: | May 25, 2015 | ||||||||||||||
| Date of the minutes of the General Meeting: | June 5, 2015 | ||||||||||||||
| Venue of the General Meeting: | Republic of Uzbekistan, Tashkent, 100066, Beshyog’och Str., 1 | ||||||||||||||
| Quorum at the General Meeting: | 100% | ||||||||||||||
| # | Issues put on voting | Voting results | |||||||||||||
| pro | contra | abstain | |||||||||||||
| % | quantity | % | quantity | % | quantity | ||||||||||
| 1. | To approve the annual report of the Uzbek Leasing International JSC JV and the independent auditors' report of the Company (including balance sheet and statement of financial performance) on the results of the financial year ended December 31, 2014, in accordance with the recommendation of the Supervisory Board. | 100 | 3,390,000 | 0 | 0 | 0 | 0 | ||||||||
| 2. | To distribute the net profit of the Company on the results of the financial year ended December 31, 2014, amounting UZS 7,258,471,000, as follows: (a) UZS 362,941,000 shall be directed to replenish the Reserve Fund of the Company; (b) UZS 2,396,730,000 shall be paid as dividends to shareholders; (c) UZS 4,498,800,000 shall be directed to retained profit. | 100 | 3,390,000 | 0 | 0 | 0 | 0 | ||||||||
| 3. | (1) To approve the payment of dividends by the Company on the results of the financial year ended December 31, 2014, in the amount of UZS 2,396,730,000. (2) To distribute the total amount of dividends payable to shareholders at the rate of UZS 707 per ordinary registered share: (i) to the National Bank for Foreign Economic Activity of Uzbekistan (NBU), the rightful holder of 1,186,500 ordinary shares - dividends in the amount of UZS 838,855,500; (ii) to Malayan Banking Berhad (Maybank), the rightful holder of 1,186,500 ordinary shares - dividends in the amount of UZS 838,855,500; (iii) to Uzbek-Oman Investment Company (UOIC), the rightful holder of 1,017,000 ordinary shares - dividend in the amount of UZS 719,019,000. (3) The responsibility for the timely payment of dividends to shareholders, withholding of any applicable taxes on the amount of dividends to be paid, in accordance with the laws of the Republic of Uzbekistan, and the conversion of the amount of dividends payable to foreign shareholders fr om national currency - Uzbek sums into hard currency - United States dollars shall be imposed on the Company's management. (4) To determine the June 5, 2015, as the date of commencement of payment of dividends and July 22, 2015, as the date of completion of payment of dividends. | 100 | 3,390,000 | 0 | 0 | 0 | 0 | ||||||||
| 5. | To approve the appointment of members of the Audit Commission of the Company, for a period till the date of the next Annual General Meeting, as follows: (i) Yuldashev Shukhrat Juraevich, Acting Head of Securities Division, Department of Monitoring and Coordination of Investment Activities, NBU - as the Chairman of the Audit Commission; (ii) Lazareva Elena Rafisovna, Head of the Debt Securities, Securities Department, National Bank of Uzbekistan - as a member of the Audit Commission; and (iii) Aminov Akmal Ashrabovich, Investment Expert, “Uzbek-Oman Investment Company” - as a member of the Audit Commission. | 100 | 3,390,000 | 0 | 0 | 0 | 0 | ||||||||
| 6. | (1) To approve the reappointment of Mustafayev Zafarjon Buribaevich as the General Director of Uzbek Leasing International JSC JV for another one (1) year term of further to the recommendation of the Supervisory Board. (2) To approve the extension of employment agreement between Mustafayev Zafarjon Buribaevich, as the General Director and the Uzbek Leasing International JSC JV in accordance with the recommendation of the Supervisory Board. (3) To authorize the Chairman of the Supervisory Board to conclude on behalf of the Company, an additional agreement to the existing agreement between Mustafayev Zafarjon Buribaevich, as the General Director and the Uzbek Leasing International JSC JV. | 100 | 3,390,000 | 0 | 0 | 0 | 0 | ||||||||
| 7. | To approve the appointment of the Grant Thornton Limited Liability Company as the Auditor of the Company, to conduct an independent audit of the financial statements of the Uzbek Leasing International JSC JV for 2015, including the audit in accordance with International Financial Reporting Standards (IFRS), the audit in accordance with the National Accounting Standards (NAS), and to draw the compliance report (on agreed-upon procedures) regarding compliance with the financial ratios on the current credit facilities and the Company's contracts with Maybank, the Islamic Corporation for Private Sector Development (ICD) and the Uzbekistan-Oman Investment Company LLC, with the limit of remuneration to the independent auditors of not more than USD 56,000 (fifty six thousand US dollars), according to the recommendation of the Supervisory Board. The amount of remuneration to the auditors includes related expenses, other administrative expenses and any applicable local taxes, including VAT, and the equivalent amount shall be paid in national currency (UZS) at the official exchange rate of the Central Bank of the Republic of Uzbekistan, as of the date of payment on the invoice. | 100 | 3,390,000 | 0 | 0 | 0 | 0 | ||||||||
| 8. | (1) To approve payment of the fixed remuneration to the members of the Supervisory Board, the Audit Commission and the General Director, in accordance with the Regulations on material incentives for the members of the Supervisory Board, the Audit Commission and the Company's executive body. (2) To impose the responsibility to withhold any taxes applicable on the amount of fixed remuneration of the members of the Supervisory Board, the Audit Commission and the General Director of the Company on the management of the Company. | 100 | 3,390,000 | 0 | 0 | 0 | 0 | ||||||||
| 9. | (1) To approve the limit quantity of authorized shares of the Company, which the Company may place in addition to the outstanding shares, as 3,295,000 shares with a nominal value of each share of UZS 1,513; (2) to distribute the authorized shares of the Company to the shareholders as follows: - National Bank for Foreign Economic Activity of Uzbekistan (NBU) - 1,647,500 shares, - Uzbekistan-Oman Investment Company - 1,647,500 shares. | 0 | 0 | 100 | 3,390,000 | 0 | 0 | ||||||||
| 10. | To approve the new wording of the Charter of the Company | 0 | 0 | 100 | 3,390,000 | 0 | 0 | ||||||||
| Full wording of the decisions made by the General Meeting: | |||||||||||||||
| 1. | To approve the annual report of the Uzbek Leasing International JSC JV and the independent auditors' report of the Company (including balance sheet and statement of financial performance) on the results of the financial year ended December 31, 2014, in accordance with the recommendation of the Supervisory Board. | ||||||||||||||
| 2. | To distribute the net profit of the Company on the results of the financial year ended December 31, 2014, amounting UZS 7,258,471,000, as follows: (a) UZS 362,941,000 shall be directed to replenish the Reserve Fund of the Company; (b) UZS 2,396,730,000 shall be paid as dividends to shareholders; (c) UZS 4,498,800,000 shall be directed to retained profit. | ||||||||||||||
| 3. | (1) To approve the decision on payment of dividends by the Company on the results of the financial year ended December 31, 2014, in the amount of UZS 2,396,730,000. (2) To distribute the total amount of dividends payable to shareholders at the rate of UZS 707 per ordinary registered share: (i) to the National Bank for Foreign Economic Activity of Uzbekistan (NBU), the rightful holder of 1,186,500 ordinary shares - dividends in the amount of UZS 838,855,500; (ii) to Malayan Banking Berhad (Maybank), the rightful holder of 1,186,500 ordinary shares - dividends in the amount of UZS 838,855,500; (iii) to Uzbek-Oman Investment Company (UOIC), the rightful holder of 1,017,000 ordinary shares - dividend in the amount of UZS 719,019,000. (3) The responsibility for the timely payment of dividends to shareholders, withholding of any applicable taxes on the amount of dividends to be paid, in accordance with the laws of the Republic of Uzbekistan, and the conversion of the amount of dividends payable to foreign shareholders from national currency - Uzbek sums into hard currency - United States dollars shall be imposed on the Company's management. (4) To determine the June 5, 2015, as the date of commencement of payment of dividends and July 22, 2015, as the date of completion of payment of dividends. | ||||||||||||||
| 4. | To elect members of the Supervisory Board of the Company for the period till the date of the next Annual General Meeting, as follows: (i) Ahmedkhajaev Azim Israilovich, First Deputy Chairman of the National Bank of Uzbekistan; (ii) Raimjonov Rustamjon Karimjonovich, Deputy Director of Department for Monitoring and Coordination of Investment Activities, NBU; (iii) Tengku Zarina Binti Tengku Chik, Director of Corporate Banking Department, International Division, Malayan Banking Berhad (Maybank); (iv) Badar Awadh Badar Al-Shanfari), General Director of UOIC; and (v) Ravshanov Alijon Sayfiddinovich, Senior Investment Manager, UOIC. | ||||||||||||||
| 5. | To approve the appointment of members of the Audit Commission of the Company, for a period till the date of the next Annual General Meeting, as follows: (i) Yuldashev Shukhrat Juraevich, Acting Head of Securities Division, Department of Monitoring and Coordination of Investment Activities, NBU - as the Chairman of the Audit Commission; (ii) Lazareva Elena Rafisovna, Head of the Debt Securities, Securities Department, National Bank of Uzbekistan - as a member of the Audit Commission; and (iii) Aminov Akmal Ashrabovich, Investment Expert, “Uzbek-Oman Investment Company” - as a member of the Audit Commission. | ||||||||||||||
| 6. | (1) To approve the reappointment of Mustafayev Zafarjon Buribaevich as the General Director of Uzbek Leasing International JSC JV for another one (1) year term of further to the recommendation of the Supervisory Board. (2) To approve the extension of employment agreement between Mustafayev Zafarjon Buribaevich, as the General Director and the Uzbek Leasing International JSC JV in accordance with the recommendation of the Supervisory Board. (3) To authorize the Chairman of the Supervisory Board to conclude on behalf of the Company, an additional agreement to the existing agreement between Mustafayev Zafarjon Buribaevich, as the General Director and the Uzbek Leasing International JSC JV. | ||||||||||||||
| 7. | To approve the appointment of the Grant Thornton Limited Liability Company as the Auditor of the Company, to conduct an independent audit of the financial statements of the Uzbek Leasing International JSC JV for 2015, including the audit in accordance with International Financial Reporting Standards (IFRS), the audit in accordance with the National Accounting Standards (NAS), and to draw the compliance report (on agreed-upon procedures) regarding compliance with the financial ratios on the current credit facilities and the Company's contracts with Maybank, the Islamic Corporation for Private Sector Development (ICD) and the Uzbekistan-Oman Investment Company LLC, with the lim it of remuneration to the independent auditors of not more than USD 56,000 (fifty six thousand US dollars), according to the recommendation of the Supervisory Board. The amount of remuneration to the auditors includes related expenses, other administrative expenses and any applicable local taxes, including VAT, and the equivalent amount shall be paid in national currency (UZS) at the official exchange rate of the Central Bank of the Republic of Uzbekistan, as of the date of payment on the invoice. | ||||||||||||||
| 8. | (1) To approve payment of the fixed remuneration to the members of the Supervisory Board, the Audit Commission and the General Director, in accordance with the Regulations on material incentives for the members of the Supervisory Board, the Audit Commission and the Company's executive body. (2) To impose the responsibility to withhold any taxes applicable on the amount of fixed remuneration of the members of the Supervisory Board, the Audit Commission and the General Director of the Company on the management of the Company. | ||||||||||||||
| 9. | Put the issue to a later date | ||||||||||||||
| 10. | Put the issue to a later date | ||||||||||||||
| 1. Election of members of the Supervisory Board: | |||||||||||||||
| Information about candidates | Number of votes | ||||||||||||||
| # | Full name | Place of work | Shares owned | ||||||||||||
| quantity | type | ||||||||||||||
| 1. | Ahmedkhajaev Azim Israilovich | National Bank of Uzbekistan | 0 | - | 3,390,000 | ||||||||||
| 2. | Raimjonov Rustamjon Karimjonovich | National Bank of Uzbekistan | 0 | - | 3,390,000 | ||||||||||
| 3. | Tengku Zarina Binti Tengku Chik | Malayan Banking Berhad (Maybank) | 0 | - | 3,390,000 | ||||||||||
| 4. | Badar Awadh Badar Al Shanfari | Uzbek-Oman Investment Company LLC | 0 | - | 3,390,000 | ||||||||||
| 5. | Ravshanov Alijon Sayfiddinovich | “UzOmanKapital” LLC | 0 | - | 3,390,000 | ||||||||||
| Wording of amendments and/or additions to the Charter ** |
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Mustafayev 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: __________________________