Notification on results of extraordinary general shareholders' meeting held on 9 July 2012

JSC Kazakhtelecom (31 Abai avenue, 010000, Astana) hereby advises its shareholders of the results of the extraordinary General Shareholders’ Meeting held on July 09, 2012. 

On item №1 of the agenda of the meeting “On designating Ernst & Young LLP as the firm of auditors to audit the annual financial statements of JSC Kazakhtelecom for 2012”. 
Pursuant to sub-item 6) item 1 article 36 of the Law of the Republic of Kazakhstan “On joint stock companies” and sub-item 8) item 1 article 29 of the JSC Kazakhtelecom’s Charter, the JSC Kazakhtelecom’s extraordinary General Shareholders’ Meeting has DECIDED
To designate Ernst & Young LLP as the firm of auditors to audit the annual financial statements of JSC Kazakhtelecom for 2012. 
To take the decision on this particular item the majority of votes of those shareholders attending the meeting is required. As a result of voting THE DECISION HAS BEEN TAKEN UNANIMOUSLY

On item №2 of the agenda of the meeting “On payment of additional remunerations to independent directors of JSC Kazakhtelecom for the 2011 annual performance”
To take the decision on this particular item, pursuant to item 2 article 29 of the JSC Kazakhtelecom’s Charter, the qualified majority of votes out of the total number of voting shares is required. 
As a result of voting, THE DECISION HAS NOT BEEN TAKEN.

On item №3 of the agenda of the meeting “On introducing changes to the Policy of remunerating the independent members of the Board of Directors of JSC Kazakhtelecom”.
Pursuant to sub-item 5) item 1 article 36 of the Law of the Republic of Kazakhstan “On joint stock companies” and sub-item 7) item 1 article 29 of the JSC Kazakhtelecom’s Charter, the JSC Kazakhtelecom’s extraordinary General Shareholders’ Meeting has DECIDED:
To introduce the following changes to the Policy of remunerating the independent members of the Board of Directors of JSC Kazakhtelecom, approved by the decision of the extraordinary General Shareholders’ Meeting of JSC Kazakhtelecom (Protocol #46 dated December 29, 2011):

  • Item 32 shall be amended to read as follows:

“32. Expenses  of the independent director (travelling, accommodation, daily allowances, telephone in the Republic of Kazakhstan, scanning services, photocopying, faxing, printing of documents, access to the Internet in the Republic of Kazakhstan, courier and postal services) associated with the arriving at the official meeting of the Board of Directors and its committees, participation in the annual General Shareholders’ Meeting, as well as participation in the meeting convened at the initiative of the shareholders or the Company and held outside the place of residence of the independent director, shall be compensated.”

  • Item 33 shall be amended to read as follows:

“33. Expenses on travelling, scanning services, photocopying, faxing, printing of documents, access to the Internet in the Republic of Kazakhstan, telephone (except for mobile telephone) in the Republic of Kazakhstan, courier and postal services are compensated by the Company at the actual cost upon presentation of the certifying documents.” 

  •  Item 34 shall be amended to read as follows:

“34. Accommodation expenses are compensated at the actual cost, but no more than the cost of a single room classified as deluxe, including booking expenses, upon presentation of certifying documents. 
The amount of daily allowances for each day of staying for participation in the meetings is determined within the limits of reimbursement of travelling expenses set for the Chairman of the Company’s Management Board.”  
To take the decision on this particular item, pursuant to item 2 article 29 of the JSC Kazakhtelecom’s Charter, the qualified majority of votes out of the total number of voting shares is required. 
As a result of voting, THE DECISION HAS BEEN TAKEN BY THE QUALIFIED MAJORITY OUT OF THE TOTAL NUMBER OF VOTING SHARES.

On item №4 of the agenda of the meeting “On introducing changes to the Provision on the Board of Directors of JSC Kazakhtelecom”.
Pursuant to sub-item 18) item 1 article 36 of the Law of the Republic of Kazakhstan “On joint stock companies” and sub-item 19) item 1 article 29 of the JSC Kazakhtelecom’s Charter, the JSC Kazakhtelecom’s extraordinary General Shareholders’ Meeting has DECIDED
To introduce the following changes to the Provision on the Board of Directors of JSC Kazakhtelecom, approved by the decision of the extraordinary General Shareholders’ Meeting of JSC Kazakhtelecom (Protocol #46 dated December 29, 2011):
in Appendix 5 to the Provision on the Board of Directors of JSC Kazakhtelecom:

  • Item 15 shall be amended to read as follows:

«15. Expenses of the independent director (travelling, accommodation, daily allowances, telephone in the Republic of Kazakhstan, scanning services, photocopying, faxing, printing of documents, access to the Internet in the Republic of Kazakhstan, courier and postal services) associated with the arriving at the official meeting of the Board of Directors and its committees, participation in the annual General Shareholders’ Meeting, as well as participation in the meeting convened at the initiative of the shareholders or the Company and held outside the place of residence of the independent director, shall be compensated.”

  • Item 16 shall be amended to read as follows:

«16. Expenses on travelling, scanning services, photocopying, faxing, printing of documents, access to the Internet in the Republic of Kazakhstan, telephone (except for mobile telephone) in the Republic of Kazakhstan, courier and postal services are compensated by the Company at the actual cost upon presentation of the certifying documents. 
Accommodation expenses are compensated at the actual cost, but no more than the cost of a single room classified as deluxe, including booking expenses, upon presentation of certifying documents.

The amount of daily allowances for each day of staying for participation in the meetings is determined within the limits of reimbursement of travelling expenses set for the Chairman of the Company’s Management Board”.

To take the decision on this particular item, pursuant to item 2 article 29 of the JSC Kazakhtelecom’s Charter, the qualified majority of votes out of the total number of voting shares is required. 
As a result of voting, THE DECISION HAS BEEN TAKEN BY THE QUALIFIED MAJORITY OUT OF THE TOTAL NUMBER OF VOTING SHARES.

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