28.10.2009. Extract from Minutes of extraordinary general shareholders meeting of Kazakhtelecom JSC dated 29 September 2008 №38

  •   «On changes and amends to Provisions on Board of directors of Kazakhtelecom JSC.

    Pursuant to the sub-clause 18) clause 1 article 29 of the statutes of Kazakhtelecom JSC extraordinary general shareholders meeting of Kazakhtelecom JSC (further Company) RESOLVED:

    1. to make changes and amends to Provisions on Board of directors by means of approval it in new version in Kazakh and Russian according to attachment to the resolution of extraordinary general shareholders meeting.
  • «On approval of Provision on general shareholders meeting of Kazakhtelecom JSC.

    Pursuant to the sub-clause 18) clause 1 article 36 of the Law of Republic of Kazakhstan «On joint-stock companies” and sub-clause 17) clause 1 article 29 of the Statutes, extraordinary general shareholders meeting (further Company) RESOLVED:

    1. to approve Provisions on general shareholders meeting of Kazakhtelecom JSC according to attachment to the resolution of extraordinary general shareholders meeting of Kazakhtelecom JSC.
  •  «On approval of Provisions on dividend policy of Kazakhtelecom JSC.

Pursuant to the sub-clause 19) clause 1 article 29 of the Statutes of Kazakhtelecom JSC, extraordinary general shareholders meeting of Kazakhtelecom JSC RESOLVED:

  1. to approve Provisions on dividend policy of Kazakhtelecom JSC according to provisions to the resolution of extraordinary general shareholders meeting of Kazakhtelecom JSC.
  2. to work out proposals of NPF of Halyk Bank of Kazakhstan JSC (letter №22-14/11466/3812 dated 29.09.2008) and if necessary to put this issue to nearest extraordinary general shareholders meeting of Kazakhtelecom JSC
  •  «On changes and amends to the Statutes of Kazakhtelecom JSC.

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, extraordinary general shareholders meeting (further Company) RESOLVED:

  1. to make following changes and amends to Company's Statutes:
    1) to exclude word “working” in clause 3 article 12;
    2) words “and others” shall be changed to “,” in sub-clause 3) clause 1 article 17
    3) word “ordinary” shall be changed to “voting” in clause 5 article 19;
    4) 7 paragraph clause 3 article 24 after word «amount» shall be added with “ and composition»;
    5) sub-clause 14) clause 1 article 33 after word «director» shall be added with «, also performing its evaluation»;
    6) clause 3 article 33 shall be excluded;
    7) sub-clause 9) clause 1 article 35 shall be excluded.
  2. to entrust Askar Zhumagaliyev, Chairman of the Board secure registration of all changes and amends to the Statutes of the company at justice authorities with right of assignment to other people.
  •  «On approval of Model contract with independent director of Kazakhtelecom JSC.

Pursuant to the clause 100 of Kazakhtelecom JSC corporate management code, approved by decision of general shareholders meeting dated 11.03.2008 (Minutes №35), extraordinary general shareholders meeting of Kazakhtelecom JSC RESOLVED:

  1. to approve Model contract with Independent director of Kazakhtelecom JSC according to attachment to the resolution of extraordinary general shareholders meeting
  • «On changes in composition of Kazakhtelecom JSC Board of directors.

Pursuant to the articles 54-55 of the Law of Republic of Kazakhstan «On joint-stock companies», extraordinary shareholders meeting of Kazakhtelecom JSC RESOLVED:

  1. to terminate ahead of schedule powers of members of Kazakhtelecom JSC Board of directors:

    1. Baurzhan Baimukhanov (independent director);
    2. Peter Houvs (independent director);
    3. Adilbek Sarsenov.
  2. to elect the following persons to the Board of directors of Kazakhtelecom JSC to a term, specified by the Statutes:

1)   Baurzhan Baimukhanov (proposed for election as representative of shareholder's interests JSC «Kazakhstan holding for Samruk state assets management, letter №21-07-01/2575 dated 8 September 2008); 2)   Dmitry Larionov (recommended for election as independent director by letter of JSC«Kazakhstan holding for Samruk state assets management, letter №21-07-01/2686 dated 16 September 2008).

  • «On determining single auditing company for 2008 for auditing Kazakhtelecom JSC, ALTEL JSC, NURSAT JSC and «Mobile Telecom Service LLC.

Pursuant to the sub-clause 6) clause 1 article 36 of the Law of Republic of Kazakhstan «On joint-stock companies», extraordinary general shareholders meeting of Kazakhtelecom JSC RESOLVED:

  1. by results of repeated competition, Earnst&Young LLC was determined as single auditing company for auditing consolidated financial statements of Kazakhtelecom JSC, ALTEL JSC, NURSAT JSC and «Mobile Telecom Service LLC for 2008.

S.Saudabayev corporate secretary
Kazakhtelecom JSC

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