Results of extraordinary General meeting of "Kazakhtelecom" shareholders

/KASE, May 12, 00/ - According to listing requirements, "Kazakhtelecom" (Astana, official list of securities, category "A") provided KASE with its protocol of extraordinary General meeting of the shareholders held on April 14, 2000. Based on published agenda of the meeting, called on the initiative of the Ministry of transportation and communication of Kazakhstan, the shareholders of "Kazakhtelecom" have decided: - not to make changes in the Charter of "Kazakhtelecom" regarding the increase in the number of members of the Board of directors due to an absence of qualified majority of votes necessary to make that decision; - to hold additional elections of the Board of directors (with the purpose of increasing the number of "independent" directors up to 50% - comm. KASE) for following candidates: Jamshiev Bolat Bidakhmetovich, Andryushenko Aleksandr Ivanovich, Madiev Birjan Mukhamedjanovich; - agree on and approve the terms set in the block of documents (Compensation agreement, Agreement on purchasing the shares and premiums, Agreement on the sales option, Agreement on cooperation) to be signed by the government of Kazakhstan and by European bank for reconstruction and development (EBRD) concerning the participation of EBRD in authorized capital of "Kazakhtelecom"; - approve the Regulation on the order of providing the shareholder with 5% or more voting shares with the copy of the list of "Kazakhtelecom" shareholders; - approve the decision of the Board of directors of "Kazakhtelecom" of Oct.22, 99, regarding $10 mln loan of Export Development Corporation (EDC) to finance the purchase of the equipment and stations with middle capacities of "Nortel" (Netas, Vesnet) manufacture; - approve the terms of credit line of Citibank and commission the Board of the company to sign an agreement on opening a credit line (Renewable credit agreement) with Citibank by including previously signed agreements in it. The matter on the changes in the Charter of "Kazakhtelecom" was entered into the agenda of the meeting due to the requirements of the Law "On joint stock companies" to the members of the Board of directors of open people's joint stock company (50% of total number of the directors should be independent). The decision not to make changes into the Charter of "Kazakhtelecom", regarding the augmentation of the number of the members of the Board of directors was affected by the fact that making such a decision will contradict with: - first, the Sales agreement of Aug.28, 98 signed between Kazakhstan in the person of the Department of state property and privatization of the Ministry of finance of Kazakhstan and Central Asian Industrial Investments N.V. (approved by the resolution of the government of Kazakhstan on Sep.2, 98), where it is stated that none of the parties of the Agreement will take any actions that may have a significant impact on the company; - second, the terms of the Memorandum on mutual understanding between the government of Kazakhstan and EBRD, where the government took the responsibility of giving a possibility of strengthening a corporate management and control of "Kazakhtelecom", which means that EBRD is able to make decisions regarding the number of members of the management.