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• Kazakhtelecom JSC (31 Abai avenue, 010000, Astana) hereby advises its shareholders of the results of the extraordinary General Shareholders’ Meeting held on July 25, 2014

Kazakhtelecom JSC (31 Abai avenue, 010000, Astana) hereby advises its shareholders of the results of the extraordinary General Shareholders’ Meeting held on July 25, 2014

On the item of the Agenda “On introduction of amendments to the Charter of Kazakhtelecom JSC”

Regarding the issues on the Company’s legal address and specification of the competence of the Management Board of Kazakhtelecom JSC, as well as in connection with amendments to the Law of the Republic of Kazakhstan "On Joint Stock Companies" (items 1, 2):

Pursuant to subparagraph 1) of paragraph 1 of article 36 of the Law of the Republic of Kazakhstan “On Joint Stock Companies” and subparagraph 2) of paragraph 1 of article 29 of the Charter of Kazakhtelecom JSC, the extraordinary General Shareholders’ Meeting of Kazakhtelecom JSC has DECIDED:

1. To amend the Charter of Kazakhtelecom JSC as follows regarding the issues on the Company’s legal address and specification of the competence of the Management Board of Kazakhtelecom JSC, as well as in connection with amendments to the Law of the Republic of Kazakhstan "On Joint Stock Companies":

1) to amend paragraph 3 and 4 of article 1 as follows:

“3. Location of the Company: 12, Sauran street, Essil district, Astana, 010000, Republic of Kazakhstan.

4. Location of the Company’s Management Board: 12, Sauran street, Essil district, Astana, 010000, Republic of Kazakhstan.”;

2) to amend paragraph 2 of article 3 as follows:

“2. Draft/Model organizational structure of the regional telecommunications administrations (branches of the Company) and organizational structures of other branches shall be approved by the decision of the Management Board.

Organizational units within a branch (representative office) are established and dissolved by virtue of the decision of the Company’s Management Board.”;

3) to amend paragraph 4 of article 33 as follows:

“4. With a view to facilitating efficient fulfillment of the Board of Directors’ functions, considering the most critical issues and preparing recommendations for the Board of Directors, the Board of Directors’ Committees shall be established by the Board of Directors’ decision.

The Committees of the Board of Directors shall consider the following issues:

1) strategic planning;
2) personnel and remunerations;
3) internal audit;
4) social issues;
5) other issues stipulated by the Company’s internal documents.

Consideration of the issues listed in this paragraph may be referred to the competence of one or more Committees of the Board of Directors.

Activity of all Committees shall be governed by internal documents approved by the Board of Directors that contain the provisions on composition, competence, order of election of the Committee’s members, procedure of the Committees’ work, as well as the rights and obligations of its members.”;

4) to amend subparagraph 5) of paragraph 1 of article 35 as follows:

«5) appoint top executives of the Company’s organizational units, and ensure appointment of top executives and other executive officers of the Company’s subsidiaries and dependent legal entities pursuant to the Charter and according to the procedures stipulated by the Company’s internal documents;”.

2. To vest Chairman of the Management Board of Kazakhtelecom JSC with the power to:

1) sign the amendments to the Charter of Kazakhtelecom JSC stated in item 1 herein on behalf of shareholders of Kazakhtelecom JSC;

2) pursue all necessary actions at the departments of justice of the Republic of Kazakhstan in connection with the introduction of amendments to the Charter of Kazakhtelecom JSC with the right of transferring his power to other persons.

To take the decision on this particular item, pursuant to paragraph 2 of article 29 of the Charter of Kazakhtelecom JSC, 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.

Regarding the issue on authorities of the Company’s Management Board particularly concerning sponsorship (items 3, 4):

To take the decision on this particular item, pursuant to paragraph 2 of article 29 of the Charter of Kazakhtelecom JSC, the qualified majority of votes out of the total number of voting shares is required.

As a result of voting, THE DECISION HASN’T BEEN TAKEN