28.10.2009. Extract from Minutes of annual general shareholders meeting of Kazakhtelecom JSC dated 04 September 2009 №39

Issue № 1. «On approval of auditing consolidated financial statements of Kazakhtelecom JSC for 2008, prepared pursuant to the International standards of financial statements.

Major votes of shareholders attending on the meeting is required to decision making by this issue. By results of voting RESOLUTION WAS MADE UNANIMOUSLY.

Pursuant to the requirements of articles 35 and 76 of the Law of Republic of Kazakhstan «On joint-stock companies», annual general shareholders meeting of Kazakhtelecom JSC RESOLVED:

1. to approve auditing consolidated financial statements of Kazakhtelecom JSC for 2008, prepared pursuant to the International standards of financial statements.

Issue № 2. «On order of Kazakhtelecom JSC net profit distribution for 2008, payment of dividends by ordinary shares and approval of amount of dividends as per one ordinary share».

Qualified majority of votes from total number of voting shares is required for decision making.

By results of voting RESOLUTION WAS MADE BY QUALIFIED MAJORITY.

Pursuant to the sub-clause 1) clause 1 article 36 of the Law of Republic of Kazakhstan «On joint-stock companies» and sub-clause 1) clause 1 article 29 of the Statutes of Kazakhtelecom JSC annual general shareholders meeting of Kazakhtelecom JSC (further Company) RESOLVED:

  1. to approve the order of net profit distribution for 2008 in amount of 31390453000 (thirty one milliard three hundred ninety million four hundred fifty three thousand) tenge:

    1. 17,5% of consolidated net profit in amount of 5493370471 (five milliard four hundred ninety three million three hundred seventy thousand four hundred seventy one) tenge 40 (forty) tiyn shall be directed to payment of dividends by results of 2008;
    2. the remaining part shall be at Kazakhtelecom JSC disposal.
  2. to approve the amount of dividends by results of 2008 by ordinary shares in amount of 485 (four hundred eighty five) tenge 2 (two) tiyn as per 1 ordinary share.
  3. to determine commencement date for payment of dividends by ordinary shares– 4 November 2009
  4. to approve order of payment– two equal payments once a month.
  5. to approve form of payment– to shareholder's bank account.

Issue № 3 «On termination of powers of Board of directors of Kazakhtelecom JSC and election of new Bard of directors to a term specified by Kazakhtelecom JSC Statutes.

Voting by this issue was held by cumulative method.

Pursuant to the sub-clause 5) clause 1 article 36 and clause 2 article 55 of the Law of Republic of Kazakhstan "On joint-stock companies" as expiring of term of powers of Board of directors annual general shareholders meeting RESOLVED:

1. to elect following persons to Board of directors to a term specified by Kazakhtelecom JSC Statutes:

1) Aidan Karibzhanov (proposed for election by company's shareholder, FNP Samruk-Kazyna JSC);
2) Mukhtar Abdrakhmanov (proposed for election by company's shareholder, FNP Samruk-Kazyna JSC);
3) Kuanyshbek Yessekeyev (proposed for election by company's shareholder, FNP Samruk-Kazyna JSC);
4) Askar Dostiyarov (proposed for election by company's shareholder Deran Services Limited);
5) Nikolay Klinchev (proposed for election by company's shareholder Bodam B.V.);
6) Dmitry Larionov (recommended for election by company's shareholder FNP Samruk-Kazyna JSC as Independent director);
7) Aigul Nuriyeva (proposed for election by company's shareholder Bodam B.V.);
8) Yermek Okayev (recommended for election by company's shareholder FNP Samruk-Kazyna JSC as Independent director);
9) Pieter Hamelink – (recommended for election by company's shareholder Bodam B.V. as Independent director).

2. to note that according to clause 1 article 36 of Kazakhtelecom JSC Statutes, Askar Zhumagaliyev, Chairman of the Board is included to the Board of directors of Kazakhtelecom JSC by his position.

Issue № 4 «Determining of amount of compensation to Independent directors

Qualified majority of votes from total number of voting shares is required for decision making.

By results of voting RESOLUTION WAS MADE BY QUALIFIED MAJORITY.

Annual general shareholders meeting of Kazakhtelecom JSC RESOLVED:

1. to specify the amount of annual fixed compensation for each Independent director of Kazakhtelecom JSC:

1. non resident of Republic of Kazakhstan - 45 000 usd;
2. resident of Republic of Kazakhstan - 2 921 000 tenge;

2. to specify the amount of extra compensation for each Independent member of Board of directors for participation on each meeting in presentia of Committee of Board of directors, and by means of tele-video conferencing:

1. to non residents of Republic of Kazakhstan as member of Committee in amount of 500 usd;
2. residents of Republic of Kazakhstan as member of Committee in amount of 75 000 tenge.

S.Saudabayev corporate secretary
Of Kazakhtelecom JSC

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