Extract From the minutes of extraordinary general meeting of shareholders of Kazakhtelecom JSC No.41 dated 12 March 2010

Issue no. 1. “On changes to the Statutes of Kazakhtelecom JSC”.


Qualified majority of votes of total voting shares is required to take decision by this issue. By results of voting DECISION HAVE BEEN TAKEN BY QUALIFIED MAJORITY OF TOTAL VOTING SHARES.

Pursuant to the sub-clause 1) clause 1 article 36 of Law of Republic of Kazakhstan “On joint-stock companies” extraordinary general meeting of shareholders of Kazakhtelecom JSC (hereinafter referred to as Company) DECIDED:

1. to make following changes to the Statutes:

1) in clause 6 article 30 words “11 (eleven)” shall be changed to “9 (nine)”;
2) in article 32:
- in clause 5 words “9 (nine) from 11 (eleven) shall be changed to “7 (seven) from 9 (nine)”;
- in clause 6 words “9 (nine) and more from 11 (eleven)” shall be changed to “7 (seven) and more from 9 (nine)”;
3) sub-clause 16) clause 1 article 33 shall be stated as follows: “16) control (as needed but not less once a year) for internal control effectiveness system (evaluation);”.

2. to authorize Chairman of the Board to sign on behalf of shareholders of changes to the Statutes of the company.

3. to charge Chairman of the Board to secure state registration of changes to the Statutes at justice bodies of Republic of Kazakhstan with power of delegation.

Issue no.2. “On changes to Provision o the Board of Kazakhtelecom JSC.

Qualified major of votes of total voting shares is required to take decision by this issue.

By results of vote DECISION HAVE BEEN TAKEN BY QUALIFIED MAJORITY OF VOTING SHARES.

Pursuant to the sub-clause 18) clause 1 article 29 of the Statutes of Kazakhtelecom JSC, extraordinary general meeting of shareholders of Kazakhtelecom JSC DECIDED:

1. the following changes shall be entered to the Provisions on the Board of directors, approved by decision of general meeting of shareholders of the company no.38 dated 29.09.2008:

1) sub-clause 16) clause 8 shall be stated as follows: “16) control (as needed but not less once a year) for internal control effectiveness system (evaluation);”.
2) in clause 11 words “11 (eleven)” shall be changed to “9 (nine)”;
3) in clause 60 words “9 (nine) from 11 (eleven)' shall be changed to “7 (seven) from 9 (nine)”;
4) in clause 61 words “9 (nine)” shall be changed to “7 (seven)”;
5) in clause 62 words “9 (nine) and more from 11 (eleven)” shall be changed to “7 (seven) and more from 9 (nine)”.

Issue no.3. “On determining quantitative composition of the Board of directors and termination of powers of separate members of the Board of directors of Kazakhtelecom JSC.

Qualified majority of votes of total voting shares are required to take decision by clause 1 of third issue. By results of vote DECISION HAVE BEEN TAKEN BY MAJORITY OF TOTAL VOTING SHARES.

Simple majority of votes of shareholders attending on the meeting is required to take decision by clause 2 of third issue By results of the vote DECISION HAVE BEEN TAKEN UNANIMOUSLY.

Pursuant to the sub-clause 7) clause 1 article 29 of the Statutes of Kazakhtelecom JSC, extraordinary general meeting of shareholders of Kazakhtelecom DECIDED:

1.to determine composition of the Board of directors of Kazakhtelecom JSC as 9 (nine) members.
2.to stop powers before schedule of the following members of the Board of directors of Kazakhtelecom JSC:
-Askar Dostiyarov;
-Kuanyshbek Yessekeyev.

Issue no.5. “On changes to acting compensations system of members of the Board of directors of Kazakhtelecom JSC.

Qualified majority of votes of total voting shares are required to take decision by clause 1 of third issue. By results of vote DECISION HAVE NOT BEEN TAKEN.

Issue no.6. “On changes in composition of the Board of directors of Kazakhtelecom JSC.

Voting by this issue performed by a cumulative method.

Pursuant to the sub-clause 5) clause 1 article 36 and articles 54-55 of the Law of Republic of Kazakhstan “On joint-stock companies”, extraordinary general meeting of shareholders of Kazakhtelecom JSC DECIDED:

1.to note that powers of Nickolai Klinchev and Peter Hamelink (as Independent director), members of the Board of directors of Kazakhtelecom JSC terminated from17 February 2010 on base of their written notices.

2.to elect the following persons to the composition of the Board of directors of Kazakhtelecom JSC for the term, specified by the Statutes of Kazakhtelecom JSC:
1)Katerina Schellenberg (offered by Bodam B.V. for election as shareholder);
2) Natalya Akenteva (recommended by Bodam B.V. for election as Independent director).

Corporate secretary
Kazakhtelecom JSC B.Abdykalykov

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