Results of Shareholders' Meeting
REPORT
on Results of Voting at OJSC KAMAZ’s Shareholders’ Annual General Meeting
Full company name: Open Joint Stock Company KAMAZ.
Seat: 2 Avtozavodsky Ave., Naberezhnye Chelny, Tatarstan Republic, Russian Federation, 423827
Postal address: 2 Avtozavodsky Ave., Naberezhnye Chelny, Tatarstan Republic, Russian Federation, 423827
Type of the general meeting: annual.
Form of holding of the general meeting: meeting.
Date of holding of the general meeting: June 25, 2010.
Venue for the general meeting: 87/22 Mira Ave. (KAMAZ Culture-and-Business Complex), Naberezhnye Chelny, Tatarstan Republic.
Agenda for the Meeting:
1. Approval of OJSC KAMAZ’s annual account.
2. Approval of OJSC KAMAZ’s annual accounting reports, including profit-and-loss reports (profit-and-loss accounts).
3. On allocation of OJSC KAMAZ’s profits, including distribution of dividends according to the results of 2009.
4. On compensation payment for the members of OJSC KAMAZ’s Board of Directors and Auditing Committee.
5. On liability insurance of the members of OJSC KAMAZ’s Board of Directors, Board of Management, and Director General of OJSC KAMAZ.
6. Appointment of OJSC KAMAZ’s auditor.
7. Election of members of OJSC KAMAZ’s Board of Directors.
8. Election of members of OJSC KAMAZ’s Auditing Committee.
9. On approval of transactions in settlement of which there is interest.
On Items 1, 2, 3, 4, and 6 of the agenda:
On this item, the number of votes possessed by persons put on the list of persons entitled to participate in the Meeting formed 707,229,559 votes.
The number of votes possessed by persons who participated in the Meeting on this item made 652,328,875 votes.
There was a quorum on this item of the agenda which made up 92.24 percent.
On Item 5 of the agenda:
On this item, the number of votes possessed by persons put on the list of persons entitled to participate in the Meeting (with the exception of votes which belong to elected members of the Board of Directors and persons holding positions in the company’s management bodies) formed 707,175,206 votes.
On this item, the number of votes possessed by persons who participated in the Meeting made 652,309,892 votes.
There was a quorum on this item of the agenda which made up 92.24 percent.
On Item 7 of the agenda:
On this item, the number of votes possessed by persons put on the list of persons entitled to participate in the Meeting formed 7,779,525,149 votes.
On this item, the number of votes possessed by persons who participated in the Meeting made 7,175,617,625 votes.
There was a quorum on this item of the agenda which made up 92.24 percent.
On Item 8 of the agenda:
On this item, the number of votes possessed by persons put on the list of persons entitled to participate in the Meeting (with the exception of votes which belong to elected members of the Board of Directors and persons holding positions in the company’s management bodies) formed 707,175,206 votes.
On this item, the number of votes possessed by persons who participated in the Meeting made 652,309,892 votes.
There was a quorum on this item of the agenda which made up 92.24 percent.
On Item 9 of the agenda:
The number of votes possessed by persons put on the list of persons (holders of placed voting shares) entitled to participate in the Meeting, not concerned with the company’s settlement of transaction formed 707,209,559 votes.
The number of votes possessed by persons who participated in the Meeting, not concerned with the company’s settlement of transaction made 652,328,875 votes.
There was a quorum on this item of the agenda which made up 92.24 percent.
Item 1 ”Approval of OJSC KAMAZ’s annual account.”
”FOR” – 652,249,229 votes which forms 99.9878 percent of the number of votes taken into account by decision-making on this item.
”AGAINST” – 11,676 votes which makes 0.0018 percent of the number of votes taken into account by decision-making on this item.
”ABSTAINED” – 24,396 votes which makes up 0.0037 percent of the number of votes taken into account by decision-making on this item.
Decision:
To take into consideration the resolution of OJSC KAMAZ’s Auditing Committee according to the results of activity and validation of data of OJSC KAMAZ’s annual account for 2009.
To approve OJSC KAMAZ’s annual account for 2009 submitted by OJSC KAMAZ’s Board of Directors.
Item 2 ”Approval of OJSC KAMAZ’s annual accounting reports, including profit-and-loss reports (profit-and-loss accounts).”
”FOR” – 652,241,926 votes which forms 99.9867 percent of the number of votes taken into account by decision-making on this item.
”AGAINST” – 11,633 votes which makes 0.0018 percent of the number of votes taken into account by decision-making on this item.
”ABSTAINED” – 25,633 votes which makes up 0.0039 percent of the number of votes taken into account by decision-making on this item.
Decision:
To take into consideration the resolution of OJSC KAMAZ’s Auditing Committee according to the results of activity and validation of data of OJSC KAMAZ’s annual accounting (financial) reports for 2009, and the resolution of OJSC KAMAZ’s Auditing Committee according to the results of activity and validation of data of consolidated accounting reports of OJSC KAMAZ’s Group for 2009.
To approve OJSC KAMAZ’s submitted annual accounting reports for 2009, including: OJSC KAMAZ’s balance sheet as of December 31, 2009; OJSC KAMAZ’s profit-and-loss report for 2009; OJSC KAMAZ’s statement of changes in equity for 2009; OJSC KAMAZ’s cash flow statement for 2009; OJSC KAMAZ’s balance sheet supplement for 2009; OJSC KAMAZ’s notes to annual accounting reports for 2009 and the audit report on OJSC KAMAZ’s financial (accounting) statements for 2009 made by CJSC Audit-Consulting Company “AUDEX”, and also the consolidated annual accounting reports of OJSC KAMAZ’s Group for 2009, including: the consolidated balance sheet of OJSC KAMAZ’s Group as of December 31, 2009; the consolidated profit-and-loss reports of OJSC KAMAZ’s Group for 2009; the notes to annual consolidated accounting reports of OJSC KAMAZ’s Group for 2009 and the audit report on consolidated accounting reports of OJSC KAMAZ’s Group for 2009 made by CJSC Audit-Consulting Company “AUDEX”.
Item 3 ”On allocation of OJSC KAMAZ’s profits, including distribution of dividends according to the results of 2009.”
Results of Voting:
”FOR” – 652,201,372 votes which forms 99.9805 percent of the number of votes taken into account by decision-making on this item.
”AGAINST” – 76,930 votes which makes 0.0118 percent of the number of votes taken into account by decision-making on this item.
”ABSTAINED” – 7,088 votes which makes up 0.0011 percent of the number of votes taken into account by decision-making on this item.
Decision:
Not to pay dividends upon OJSC KAMAZ’s shares for 2009, in connection with lack of profits according to the results of OJSC KAMAZ’s financial and economic activities in 2009.
Item 4 ” On compensation payment for the members of OJSC KAMAZ’s Board of Directors and Auditing Committee.”
Results of Voting:
”FOR” – 652,275,736 votes which forms 99.9919 percent of the number of votes taken into account by decision-making on this item.
”AGAINST” – 37,200 votes which makes 0.0057 percent of the number of votes taken into account by decision-making on this item.
”ABSTAINED” – 6,229 votes which makes up 0.0010 percent of the number of votes taken into account by decision-making on this item.
Decision:
Not to pay compensations for the members of OJSC KAMAZ’s Board of Directors and Auditing Committee for execution of their duties in a period from January 1 to December 31, 2009.
To recover expenditures for the members of OJSC KAMAZ’s Board of Directors and Auditing Committee connected with execution of their duties in a period from January 1 to December 31, 2009 and confirmed with relevant payment documents.
Item 5 ”On liability insurance of the members of OJSC KAMAZ’s Board of Directors, Board of Management, and Director General of OJSC KAMAZ.”
Results of Voting:
”FOR” – 652,227,416 votes which forms 99.9874 percent of the number of votes taken into account by decision-making on this item.
”AGAINST” – 46,239 votes which makes 0.0071 percent of the number of votes taken into account by decision-making on this item.
”ABSTAINED” – 26,496 votes which makes up 0.0041 percent of the number of votes taken into account by decision-making on this item.
Decision:
To approve settlement of transaction of liability insurance of the members of OJSC KAMAZ’s Board of Directors, Board of Management, and Director General of OJSC KAMAZ who are beneficiaries according to this transaction, with the following essential conditions:
- insurer: OJSC ROSNO (30 Ozerkovskaya Nab., Moscow, Russia, 115184). The insurer acts relying on the license of the Federal Insurance Supervision Service of the Russian Federation No. S 029077 of March 2, 2006;
- occurrence insured – on the grounds of a laid claim, any insured person is obliged to indemnify other person for his/her losses, and/or refund any expenses born in connection with the claim;
- the total sum insured forms 10,000,000 (ten million) US dollars for each claim and an aggregate amount for all occurrences insured;
- duration of insurance: from June 30, 2010 to June 29, 2011;
- the insurance premium for the duration of insurance equals to 34,000 (thirty four thousand) US dollars.
Item 6 ”Appointment of OJSC KAMAZ’s auditor.”
Results of Voting:
”FOR” – 652,273,680 votes which forms 99.9915 percent of the number of votes taken into account by decision-making on this item.
”AGAINST” – 35,299 votes which makes 0.0054 percent of the number of votes taken into account by decision-making on this item.
”ABSTAINED” – 3,740 votes which makes up 0.0006 percent of the number of votes taken into account by decision-making on this item.
Decision:
To appoint Closed Joint Stock Company Audit-Consulting Company “AUDEX” (15 Gvardeyskaya St., Kazan, Tatarstan Republic, 420073) the auditor of OJSC KAMAZ for auditing of OJSC KAMAZ’s financial and economic activities for 2010.
Item 7 ”Election of members of OJSC KAMAZ’s Board of Directors.”
Results of Voting:
| Candidates’ Names | Number of votes “FOR” |
|---|---|
| 1. Mikhail Y. Broytman | 587,983,835 |
| 2. Ruben K. Vardanyan | 587,984,085 |
| 3. Vladimir A. Dmitriev | 735,026,535 |
| 4. Igor N. Zavyalov | 734,997,908 |
| 5. Sergey A. Kogoghin | 760,826,234 |
| 6. Gumer K. Nuretdinov | 588,397,409 |
| 7. Richard Ogdon | 131,245 |
| 8. Terrence O’Rourke | 129,009 |
| 9. Ilkka Seppo Salonen | 587,990,512 |
| 10. Sergey V. Skvortsov | 588,230,922 |
| 11. Hubertus Troska | 648,425,568 |
| 12. Ildar S. Khalikov | 588,930,711 |
| 13. Sergey V. Chemezov | 765,127,380 |
”AGAINST” – 4,114 votes.
”ABSTAINED” – 26,972 votes.
Decision:
To elect Mikhail Y. Broytman, Ruben K. Vardanyan, Vladimir A. Dmitriev, Igor N. Zavyalov, Sergey A. Kogoghin, Gumer K. Nuretdinov, Ilkka Seppo Salonen, Sergey V. Skvortsov, Hubertus Troska, Ildar S. Khalikov, Sergey V. Chemezov members of the Board of Directors of Open Joint Stock Company KAMAZ.
Item 8 ”Election of members of OJSC KAMAZ’s Auditing Committee.“
Results of Voting:
| Candidates’ Names | FOR | AGAINST | ABSTAINED |
|---|---|---|---|
| 1. Vitaly B. Ivashkevich | 385,050,978 (59.0288 %) | 11,409 (0.0017 %) | 267,235,451 (40.9676 %) |
| 2. Dilus M. Ilyasov | 385,070,054 (59.0318 %) | 11,923 (0.0018 %) | 267,215,830 (40.9646 %) |
| 3. Marina I. Prusakova | 385,069,242 (59.0316 %) | 11,317 (0.0017 %) | 267,216,001 (40.9646 %) |
| 4. Natalia I. Smirnova | 652,280,297 (99.9955 %) | 11,226 (0.0017 %) | 6,274 (0.0010 %) |
| 5. Aleksey S. Taybinsky | 384,989,555 (59.0194 %) | 11,644 (0.0018 %) | 267,236,009 (40.9676 %) |
Note. Percent in the table is calculated from the number of votes which on the eighth item belonged to persons who participated in the Meeting and were not the members of the Company’s Board of Directors and Board of Management.
Decision:
To elect Vitaly B. Ivashkevich, Dilus M. Ilyasov, Aleksey S. Taybinsky, Natalia I. Smirnova, Marina I. Prusakova members of Auditing Committee of Open Joint Stock Company KAMAZ.
Item 9 ”On approval of transactions in settlement of which there is interest.”
Results of Voting:
”FOR” – 652,274,413 votes which forms 92.2321 percent of the number of votes taken into account by decision-making on this item.
”AGAINST” – 31,796 votes which makes 0.0044 percent of the number of votes taken into account by decision-making on this item.
”ABSTAINED” – 17,411 votes which makes up 0.0024 percent of the number of votes taken into account by decision-making on this item.
Decision:
To approve settlement of interconnected transactions (leasing, delivery, guarantee, loan) closed by OJSC KAMAZ with OAO Leasing Company KAMAZ and/or other persons, in which OAO Leasing Company KAMAZ is a party, beneficiary, intermediary or representative in a transaction, which may be closed in the future within ordinary economic activities with a total limit not exceeding 3,000,000,000 (three billion) roubles on the date of settlement.
Closed Joint Stock Company STATUS, the registrar of OJSC KAMAZ performed the duties of the counting board.
The registrar’s seat: 32 Novorogozhskaya St., Unit 1, Moscow.
Authorized persons of the registrar:
- Alexander A. Mezrin – chairman of the counting board;
- Lyudmila G. Gaydar – member of the counting board;
- Nail S. Samigullin – member of the counting board.
Chairperson at OJSC KAMAZ’s Shareholders’ Annual General Meeting Sergey V. Chemezov.
Secretary to OJSC KAMAZ’s Shareholders’ Annual General Meeting Alexander V. Chistyakov.
| Chairperson at OJSC KAMAZ’s Shareholders’ Annual General Meeting | S. Chemezov |
| Secretary to OJSC KAMAZ’s Shareholders’ Annual General Meeting | A. Chistyakov |
Naberezhnye Chelny