Astana-Finance JSC annual shareholders’ general meeting voting minutes

Astana-Finance JSC annual shareholders’ general meeting voting minutes

12, Begeldinov Str., Astana, May 11, 2007

Counting commission:

Member of the counting commission, head of the underwriting unit of Astana-Finance " Koishanova R.?. informed the participants of the meeting of the information about annual shareholders’ general meeting quorum. As per May 11, 2007 the authorized share capital of Astana-Finance JSC equals KZT 5,7 billion, the paid-in share capital equals KZT 3,7 billion. 13 shareholder and their authorized persons are registered for the participation in the general meeting who generally possess 3540307 voices, which makes 95,68% from the total number of Astana Finance voting shares.

Method of voting – in person

- on election of chairman and secretary of the meeting

Voting results:

13 yes parts. No nay votes. No abstainers.

Decision:

Electees:

1. Chairman of meeting – Islamov Kintal Kintalyevitch.

2. Secretary of meeting - Umarova Gulshara Bissenaliyevna

- on approval of agenda prepared by the Board of Directors

Agenda:

1. Approval of the Management Board report and annual financial records of Astana-Finance JSC.
2. Approval of the net income for FY 2006 distribution procedures.
3. Dividend repayment and approval of the dividend size on ordinary shares per one ordinary share of Astana-Finance JSC upon the year of 2006.
4. Approval of the Astana-Finance JSC Charter as amended.
5. Information about shareholder’s address to the actions of the Company and its officials and the results of their consideration.
6. Information about the amounts and persons of emolument of the members of Directors’ Board and Management Board of Astana-Finance JSC.

- at the suggestion of Saya Invest JSC shareholder representative Ismailova Zh.T. to put on the agenda the following issue:

1. Approval of the in-house document "Dividend Policy of Astana-Finance JSC";

Voting results:

Yes parts – 3540307, which makes 95,68% of votes from the total number of voting shares. No nay votes. No abstainers.

Decision: To approve the agenda as amended:

1. Approval of the in-house document "Dividend policy of Astana-Finance JSC".
2. Approval of the Management Board report and annual financial records of Astana-Finance JSC.
3. Dividend repayment and approval of the dividend size on ordinary shares per one ordinary share of Astana-Finance JSC upon the year of 2006.
4. Dividend repayment and approval of the dividend size on ordinary shares per one ordinary share of Astana-Finance JSC upon the year of 2006.
5. Approval of the Astana-Finance JSC Charter as amended.
6. Information about shareholder’s address to the actions of the Company and its officials and the results of their consideration.
7. Information about the amounts and persons of emolument of the members of Directors’ Board and Management Board of Astana-Finance JSC

– Speaking time limits:

1-7 issues - 10 minutes

Voting results: Yes parts –3540307, which makes 95,68% votes from the total number of shares. No nay votes. No abstainers.

The 1^st issue of the agenda:

Issue put on voting:

1. To approve the in-house document " Dividend policy of Astana-Finance JSC".

Voting results:

Yes parts – 3540307, which makes 95,68% of votes from the total number of voting shares. No nay votes. No abstainers.

Decision on the 1^st issue of the agenda:

1. To approve the in-house document "Dividend policy of Astana-Finance JSC".

The 2^nd issue of the agenda:

Issue put on voting:

2.1. Approval of the Management Board report and annual financial records of Astana-Finance JSC.

2.2. To approve the annual consolidated and non-consolidated financial records of Astana-Finance JSC.

Voting results: Yes parts – 3540307, which makes 95,68% of votes from the total number of voting shares. ?????????? ?????. No nay votes. No abstainers.

.

Decision on the 2^nd issue of the agenda:

2.1. Approval of the Management Board report and annual financial records of Astana-Finance JSC.

2.2. To approve the annual consolidated and non-consolidated financial records of Astana-Finance JSC.

The 3^rd issue of the agenda:

Issue put on voting:

3. To approve the following distribution procedure of net income for FY 2006 after deduction of dividend repayment on preferred shares of Astana-Finance JSC in the amount of KZT 1 327,0 million:

· Forward 80% amounting to KZT 1 061,6 million for replenishment of the reserve capital;

· Forward 20% amounting to KZT 265,4 million for dividend repayment on ordinary shares.

Voting results:

Yes parts –3540307, which makes 95,68% of votes from the total number of voting shares. No nay votes. No abstainers.

Decision on the 3^rd issue of the agenda:

3. To approve the following distribution procedure of net income for FY 2006 after deduction of dividend repayment on preferred shares of Astana-Finance JSC in the amount of KZT 1 327,0 million:

• Forward 80% amounting to KZT 1 061,6 million for replenishment of the reserve capital;
• Forward 20% amounting to KZT 265,4 million for dividend repayment on ordinary shares.

The 4^th issue of the agenda:

Issue put on voting:

4. To approve the following decision on dividend repayment to Astana-Finance JSC shareholder upon the year of 2006:

• Company name: Astana-Finance JSC
• Place of business: 12, Begeldinov Str., Astana
• Account details: clearing account Tsesnabank JSC, BIC 195 301 703, TIN 0314 0012 9573;
• Contact: tel:. (3172) 59-19-19, fa (3172) 59-10-51, website www.af.kz, E-mail af@af.kz.
• Dividend repayment upon 2006;
• Dividend repayment per 1 ordinary share – KZT 71,72;
• Dividend amount per 1 preferred share (in accordance with the Charter) – KZT 300;
• Dividend repayment by money (by cash or non-cash);
• Starting date of dividend repayment on preferred shares to May 21, 2007 and that on ordinary shares – May 23, 2007.

Voting results: Yes parts –3540307, which makes 95,68% of votes from the total number of voting shares. No nay votes. No abstainers.

Decision on the 4^th issue of the agenda:

4. To approve the following decision on dividend repayment to Astana-Finance JSC shareholder upon the year of 2006:

• Company name: Astana-Finance JSC
• Place of business: 12, Begeldinov Str., Astana
• Account details: clearing account Tsesnabank JSC, BIC 195 301 703, TIN 0314 0012 9573;
• Contact: tel:. (3172) 59-19-19, fa (3172) 59-10-51, website www.af.kz, E- mail af@ af. kz.
• Dividend repayment upon 2006;
• Dividend repayment per 1 ordinary share – KZT 71,72;
• Dividend amount per 1 preferred share (in accordance with the Charter) – KZT 300;
• Dividend repayment by money (by cash or non-cash);
• Starting date of dividend repayment on preferred shares to May 21, 2007 and that on ordinary shares – May 23, 2007.

The 5^th issue of the agenda

Issue put on voting

5.1. To approve the Charter of Astana-Finance JSC as amended.

5.2. To entitle Chairman of Board of Astana-Finance JSC Savchuk Aleksandr Viktorovitch:

- for signing the restarted Charter in the state and Russian languages on behalf of shareholders;

- for conduction of state registration of the restarted Charter of the Company in the justice bodies of with the right to delegate his powers to other persons.

Voting results: Yes parts –3540307, which makes 95,68% of votes from the total number of voting shares. No nay votes. No abstainers.

Decision on the 5^th issue of the agenda:

5.1. To approve the Charter of Astana-Finance JSC as amended.

5.2. To entitle Chairman of Board of Astana-Finance JSC Savchuk Aleksandr Viktorovitch:

- for signing the restarted Charter in the state and Russian languages on behalf of shareholders;

- for conduction of state registration of the restarted Charter of the Company in the justice bodies of with the right to delegate his powers to other persons.

Voting results: Yes parts –3540307, which makes 95,68% of votes from the total number of voting shares. No nay votes. No abstainers.

The 6^th issue of the agenda.

Issue put on voting

6. To take to note the information about shareholder’s address to the actions of the Company and its officials and the results of their consideration.

Voting results: Yes part – 3540307, which makes 95,68% of votes from the general number of voting shares. No nay votes. No abstainers

Decision on the 6^th issue of the agenda:

6. To take note of the information about shareholder’s address to the actions of the Company and its officials and the results of their consideration.

The 7^th issue of the agenda.

Issue put on voting

7. To take note of the information about the amounts and persons of emolument of the members of Directors’ Board and Management Board of Astana-Finance JSC.

Voting results: Yes parts – 3540307, which makes 95,68% of voices from the total number of voting shares. No nay votes. No abstainers.

Decision on the 7^th issue of the agenda:

7. To take note of the information about the amounts and persons of emolument of the members of Directors’ Board and Management Board of Astana-Finance JSC.

The agenda of the general meeting of shareholder is fully reviewed.

Counting Commission Koishanova R.M.

updated 09.12.2008

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