Resolutions adopted by the Highest Governing Body of the Issuer
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1. |
NAME OF THE ISSUER |
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Full: |
Joint Venture in the form of Joint Stock Company “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: |
Republic of Uzbekistan, Tashkent, Beshyogoch street, 1 |
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Postal address: |
Republic of Uzbekistan, Tashkent, 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: |
Resolutions adopted by the Highest Governing Body of the Issuer |
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Type of the General Meeting: |
annual |
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extraordinary |
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Date of the General Meeting: |
December 11, 2015 |
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Date of the minutes of the General Meeting: |
December 18, 2015 |
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Venue of the General Meeting: |
Republic of Uzbekistan, Tashkent, Beshyogoch street, 1 |
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Quorum at the General Meeting: |
100% |
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# |
Issues put on voting |
Voting results |
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pro |
contra |
abstain |
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quantity |
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quantity |
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quantity |
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1. |
1.1. Increase the Charter capital of the Company from UZS5,129,070,000.00 up to UZS9,113,588,786.00 (nine billion one hundred thirteen million five hundred eighty eight thousand seven hundred eighty six Uzbek soums) via floatation of additional 2,633,532 (two million six hundred thirty three thousand five hundred twenty two) units of ordinary registered undocumented shares with nominal value of UZS1,513 per one share; 1.2. Exercise an additional issue of ordinary registered shares of the Company totaling to UZS3,984,518,786.00 (three billion nine hundred eighty four million five hundred eighteen thousand seven hundred eighty six Uzbek soums) soums in the amount of 2,633,532 (two million six hundred thirty three thousand five hundred twenty two) units with a nominal value of UZS1,513. |
100 |
3 390 000 |
0 |
0 |
0 |
0 |
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2. |
2.1. Take note that according to the report of the international valuation organization “Ernst & Young Valuation” (EY), market value of 1 (one) unit of ordinary share of the Company as at June 30, 2015 accounted for UZS10,500 (ten thousand five hundred Uzbek soums); 2.2. Determine the price for floatation of one share of the additional issue of shares in the amount of UZS10,500 (ten thousand five hundred Uzbek soums) per one share, or equivalent of that price in US Dollars at the official rate of the Central Bank of the Republic of Uzbekistan on the date of adoption of the resolution of issue of shares. |
100 |
3 390 000 |
0 |
0 |
0 |
0 |
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3. |
To approve the procedure and conditions for the placement of shares of additional issue of shares as follows:- Method of placement of shares of this issue (public of private subscription): private subscription among the following shareholders:- National Bank for Foreign Economic Activity of the Republic of Uzbekistan - 1,316,761 (one million three hundred sixteen thousand seven hundred sixty one) units; - “Uzbek-Oman Investment Company” Limited Liability Company - 1,316,761 (one million three hundred sixteen thousand seven hundred sixty one) units.- The term of the placement of shares of this issue: Placement of shares shall be made within one year (365 days) from the date of state registration of the share issue at the Center for coordination and development of the securities market of the Republic of Uzbekistan:- Start date of placement of shares - From the date of state registration of the shares issue. If the date of commencement of placement of shares is not a business day for the banking operations, the date of commencement of placement of the shares shall be transferred to the next first business day.- End of placement of shares - date of the placement of the last share of this issue, but in any case not later than 365 calendar days from the date of state registration of the shares.- The order of placement of shares of this issue: The shares shall be placed through private subscription among shareholders of a predetermined range. The placement of shares will be made on the over the counter unorganized securities market by entering into agreements with the shareholders of the placement of shares and registration by servicing investment broker in accordance with the legislation of the Republic of Uzbekistan. Attraction of the underwriters for the offering of shares of this issue is not provided.- Price (prices) or procedure for determining the offering price of the issue: The price for placement of shares of this issue accounts for UZS10,500 (ten thousand five hundred Uzbek soums) per one share, or equivalent of that price in US Dollars at the official rate of the Central Bank of the Republic of Uzbekistan on the date of adoption of the resolution of issue of shares.- Terms of payment of shares: Shares of the Issuer shall be paid in cash. Payment for the shares by the National Bank for Foreign Economic Activity of the Republic of Uzbekistan shall be made in the national currency of the Republic of Uzbekistan by transferring money to the account of the Issuer. Payment for the shares by “Uzbek-Oman Investment Company” Limited Liability Company shall be made in US dollars by offsetting principal amount of the Issuer’s debt under the facility agreement #n/n dated August 12, 2014. Current account of the Issuer (UZS) #20216000900430715001 and the foreign currency account of the Issuer #20216840800430715001 (US Dollars) in the Main Operating Branch of the National Bank for Foreign Economic Activity of Uzbekistan (MOB NB FEA RU), Bank code 00407.- The procedure for repayment of funds received by the Issuer as payment for shares, in the event of recognition of the issue of shares as invalid: In the event that the issue of shares is recognized as invalid, the Issuer will publish an official notice of this fact to the website of the Center for coordination and development of the securities market of the Republic of Uzbekistan. Monetary funds of the shareholders invested in payment for the shares will be returned by the Issuer to their accounts in the servicing banks within three days from the date of adoption by the Centre for the coordination and development of the securities market of the Republic of Uzbekistan the resolution on recognition of the share issue as invalid.
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100 |
3 390 000 |
0 |
0 |
0 |
0 |
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4. |
To approve the Resolution on the additional issue of shares, according to the annexure #1. |
100 |
3 390 000 |
0 |
0 |
0 |
0 |
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Full wording of the decisions made by the General Meeting: |
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1. |
1.1. Increase the Charter capital of the Company from UZS5,129,070,000.00 up to UZS9,113,588,786.00 (nine billion one hundred thirteen million five hundred eighty eight thousand seven hundred eighty six Uzbek soums) via floatation of additional 2,633,532 (two million six hundred thirty three thousand five hundred twenty two) units of ordinary registered undocumented shares with nominal value of UZS1,513 per one share; 1.2. Exercise an additional issue of ordinary registered shares of the Company totaling to UZS3,984,518,786.00 (three billion nine hundred eighty four million five hundred eighteen thousand seven hundred eighty six Uzbek soums) soums in the amount of 2,633,532 (two million six hundred thirty three thousand five hundred twenty two) units with a nominal value of UZS1,513. |
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2. |
Take note that according to the report of the international valuation organization “Ernst & Young Valuation” (EY), market value of 1 (one) unit of ordinary share of the Company as at June 30, 2015 accounted for UZS10,500 (ten thousand five hundred Uzbek soums); 2.2. Determine the price for floatation of one share of the additional issue of shares in the amount of UZS10,500 (ten thousand five hundred Uzbek soums) per one share, or equivalent of that price in US Dollars at the official rate of the Central Bank of the Republic of Uzbekistan on the date of adoption of the resolution of issue of shares |
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3. |
To approve the procedure and conditions for the placement of shares of additional issue of shares as follows:- Method of placement of shares of this issue (public of private subscription): private subscription among the following shareholders:- National Bank for Foreign Economic Activity of the Republic of Uzbekistan - 1,316,761 (one million three hundred sixteen thousand seven hundred sixty one) units; - “Uzbek-Oman Investment Company” Limited Liability Company - 1,316,761 (one million three hundred sixteen thousand seven hundred sixty one) units.- The term of the placement of shares of this issue: Placement of shares shall be made within one year (365 days) from the date of state registration of the share issue at the Center for coordination and development of the securities market of the Republic of Uzbekistan:- Start date of placement of shares - From the date of state registration of the shares issue. If the date of commencement of placement of shares is not a business day for the banking operations, the date of commencement of placement of the shares shall be transferred to the next first business day.- End of placement of shares - date of the placement of the last share of this issue, but in any case not later than 365 calendar days from the date of state registration of the shares.- The order of placement of shares of this issue: The shares shall be placed through private subscription among shareholders of a predetermined range. The placement of shares will be made on the over the counter unorganized securities market by entering into agreements with the shareholders of the placement of shares and registration by servicing investment broker in accordance with the legislation of the Republic of Uzbekistan. Attraction of the underwriters for the offering of shares of this issue is not provided.- Price (prices) or procedure for determining the offering price of the issue: The price for placement of shares of this issue accounts for UZS10,500 (ten thousand five hundred Uzbek soums) per one share, or equivalent of that price in US Dollars at the official rate of the Central Bank of the Republic of Uzbekistan on the date of adoption of the resolution of issue of shares.- Terms of payment of shares: Shares of the Issuer shall be paid in cash. Payment for the shares by the National Bank for Foreign Economic Activity of the Republic of Uzbekistan shall be made in the national currency of the Republic of Uzbekistan by transferring money to the account of the Issuer. Payment for the shares by “Uzbek-Oman Investment Company” Limited Liability Company shall be made in US dollars by offsetting principal amount of the Issuer’s debt under the facility agreement #n/n dated August 12, 2014. Current account of the Issuer (UZS) #20216000900430715001 and the foreign currency account of the Issuer #20216840800430715001 (US Dollars) in the Main Operating Branch of the National Bank for Foreign Economic Activity of Uzbekistan (MOB NB FEA RU), Bank code 00407.- The procedure for repayment of funds received by the Issuer as payment for shares, in the event of recognition of the issue of shares as invalid: In the event that the issue of shares is recognized as invalid, the Issuer will publish an official notice of this fact to the website of the Center for coordination and development of the securities market of the Republic of Uzbekistan. Monetary funds of the shareholders invested in payment for the shares will be returned by the Issuer to their accounts in the servicing banks within three days from the date of adoption by the Centre for the coordination and development of the securities market of the Republic of Uzbekistan the resolution on recognition of the share issue as invalid.
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4. |
To approve the Resolution on the additional issue of shares, according to the annexure #1. |
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1. Election of members of the Supervisory Board: |
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Information about candidates |
Number of votes |
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# |
Full name |
Place of work |
Shares owned |
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quantity |
type |
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No |
No |
No |
No |
No |
No |
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Wording of amendments and/or additions to the Charter ** |
No |
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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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