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                                                    APPROVED

                                                   by the General Meeting of Shareholders

                                                    of the JSC «O’ZVAGONTA’MIR»

___. _______________ 201_

                                                  

 

REGULATIONS ON THE DIVIDEND POLICY

OF THE JSC «O’ZVAGONTA’MIR»

 

 

 

 

CONTENTS:

 

 

 

1. GENERAL PROVISIONS....................................................................................3

2. PROCEDURE FOR DETERMINING THE AMOUNT AND ACCRUAL OF DIVIDENDS…………………………...………………………………….……….5

3. PROCEDURE AND TIME LIMIT FOR DIVIDEND PAYMENT…….............6

4. LIABILITY FOR PAYMENT OF DECLARED DIVIDENDS...........................8

5. INFORMATION DISCLOSURE PROCEDURE.................................................9

6. FINAL PROVISIONS…………………………………………………………...9

 

  

1. GENERAL PROVISIONS

1.1. These ‘Regulations on the Dividend Policy of the Joint-Stock Company «O’ZVAGONTA’MIR»  (hereinafter - the ‘Regulations’) is developed in accordance with the current legislation of the Republic of Uzbekistan, the Charter of the Joint-Stock Company «O’ZVAGONTA’MIR»  (hereinafter – the ‘Company ‘), the Code of Corporate Governance, and other internal documents of the Company.

1.2. The dividend policy of the Company is aimed at increasing the shareholders’ well-being and ensuring the Company’s capitalization growth. The Regulations are aimed at informing shareholders and other parties concerned about the dividend policy of the Company.

These Regulations are intended to determine the approach of the Supervisory Board of the Company to the development of recommendations on the amount of dividends on shares and the procedure for their payment.

If any issues related to the payment of dividends to shareholders of the Company are not regulated by the provisions of the Law of the Republic of Uzbekistan ‘On Joint-Stock Companies and Protection of Shareholders’ Rights’, other regulatory legal acts of the Republic of Uzbekistan, the Charter of the Company or these Regulations, then they shall be decided on the basis of the necessity of enforcement of the rights and interests of shareholders.

1.3. The Company considers the growth of capitalization as the main way to satisfy the property interests of shareholders in the deriving of profit from the Company’s shares. The dividend policy is to optimize the proportions between the consumed and capitalized parts of the profit received by the Company in order to increase the market value of shares.

1.4. The dividend policy of the Company is based on the following basic principles:

- principle of transparency, which means the determining and disclosure of information on the responsibilities and liabilities of the parties involved in the implementation of the dividend policy, including the procedure and conditions for taking the decision on the payment and amount of dividends;

- principle of timeliness, which implies setting the time limits for dividend payments;

- principle of justifiability, which implies that the decision on the payment and amount of dividends can be made only if the Company has achieved a positive financial result, taking into account its development plans and investment programs;

- principle of justness, which implies ensuring equal rights of shareholders to receive information on decisions that are taken on the payment of dividends, their amount, and payment procedure;

- principle of consistency, which implies adherence to the procedures and principles of the dividend policy;

-  principle of development, which implies continuous improvement of the dividend policy in the framework of improving corporate governance procedures and revision of its provisions due to changes in the strategic aims of the Company;

- principle of steadiness, which implies the Company’s seeking to ensure a stable level of dividend payments.

1.5. Making the decision on (declaration of) the payment of dividends on outstanding shares shall be the right of the Company, and is not considered its obligation. The General Meeting of Shareholders has the right to decide on non-payment of dividends on outstanding shares.

1.6. Payment of declared dividends is the responsibility of the Company.

Upon the decision of the management bodies, including the executive bodies of the Company, costs related to the payment of dividends (including expenses for the calculation and withholding of taxes, transfer of dividends, postal expenses) cannot be fixed with the shareholder receiving dividends. The Company is liable to shareholders for failure to perform this obligation in accordance with the current legislation of the Republic of Uzbekistan.

1.7. Dividends are not accrued or paid on shares, which are:

- unissued (unplaced);

- acquired and/or redeemed on the balance sheet of the Company;

- in other cases provided for by the legislation of the Republic of Uzbekistan.

1.9. The Company may not make a decision (declare) on the payment of dividends on shares:

- until all the authorized capital of the Company is paid in full;

- until all shares that are to be redeemed in accordance with Article 41 of the Law of the Republic of Uzbekistan ‘On Joint-Stock Companies and Protection of Shareholders’ Rights’ are redeemed;

- if the Company has been qualified for insolvency (bankruptcy) on the date of such a decision, or if it is qualified for insolvency (bankruptcy) as a result of paying dividends;

- if, on the date of such a decision, the value of the Company’s net assets is less than its authorized capital and reserve fund or it becomes less than their size as a result of making such a decision;

- in other cases provided for in the legislation.

 

 

2. PROCEDURE FOR DETERMINING THE AMOUNT AND ACCRUAL OF DIVIDENDS

2.1. The Company has the right to take decisions on (declare) payment of dividends on outstanding shares based on the results of the first quarter, six months, nine months of a fiscal year and (or) based on the results of a fiscal year.

The decision on payment (declaration) of dividends based on the results of the first quarter, six months and nine months of a fiscal year may be taken within three months after the end of the relevant period.

The dividends of the Company shall be paid only from the Company’s profit received on the results of the relevant period in accordance with the National Accounting Standards (NAS) after taxation.

2.2. The General Meeting of Shareholders of the Company decides on the payment (declaration) of dividends on shares of each class. The Supervisory Board of the Company shall submit recommendations to the General Meeting of Shareholders with regard to the amount of dividends on shares and the procedure for their payment. The amount of dividends cannot be more than that recommended by the Supervisory Board.

2.3. The decision on the payment (declaration) of dividends shall specify:

− category (class) of shares on which the dividends are paid (declared);

− amount of the dividend per one share of a certain class;

− time limit and procedure for payment of the dividends.

When dividends are paid, none of the shareholders has advantages in terms of the time limit for payment.

2.4. The amount of dividends on shares of all classes recommended to the Meeting of Shareholder shall be determined by the Supervisory Board based on the following factors:

- amount of net profit under the NAS, which remains at the disposal of the Company after taxation for the relevant period;

- financial and economic plans of the Company for subsequent periods;

- structure of the Company’s working assets at the end of the relevant period;

- debt burden of the Company at the end of the relevant period.

2.5. When determining the amount of recommended dividends, the Supervisory Board should take into account the financial and economic plans of the Company for subsequent periods, and the current and prospective state of the Company’s working assets and liabilities. The payment of dividends recommended by the Supervisory Board to the General Meeting of Shareholders of the Company should not make the Company raise additional debt financing or have other costs not provided for by the approved financial and economic plan for subsequent periods.

3. PROCEDURE AND TIME LIMIT FOR DIVIDEND PAYMENT

3.1. The Company pays dividends in cash or other legal means of payment or securities of the Company. Declared dividends are paid in the national currency of the Republic of Uzbekistan or, upon a written request of a non-resident shareholder of the Republic of Uzbekistan, the Company is obliged to convert the dividends accrued to him/her to the freely convertible currency, transferring the funds to a banking account submitted by the non-resident shareholder.

The time limit for payment of dividends is established by a resolution of the General Meeting of Shareholders of the Company, but it cannot exceed 60 days from the date on which the decision to pay dividends is made by the General Meeting of Shareholders.

If the holders of the securities of the Company have been unable to receive the accrued dividends within the time frame established by the General Meeting of Shareholders, the Company will continue to pay such (unclaimed) dividends. The period of payment of unclaimed dividends cannot be more than three years from the date on which the time limit for the Company’s fulfillment of the obligation to pay declared dividends expires. No interest is accrued or paid on unclaimed dividends.

3.2. The organizational unit of the Company, which functions include, among other matters, organizing and carrying out work with shareholders, shall prepare, coordinate and conduct all arrangements to enable the Company to pay the dividends, provided for herein, in collaboration with the Accounting Department of the Company.

3.3. Any shareholder has the right to apply to the Company or to the Registrar with a request for information on the inclusion/non-inclusion of the shareholder in the list of persons entitled to receive dividends, as well as on the procedure for calculating dividends on shares, the procedure for accruing and taxing the amount of dividends, and the payment terms. In case the Company receives such a request, it will prepare a reply and send it to the shareholder at his/her postal address within seven working days from the receipt of the request, unless otherwise specified.

3.4. Persons included in the list compiled on the date of drawing up a list of persons entitled to participate in the General Meeting of Shareholders of the Company, at which the decision on payment (declaration) of the relevant dividends is made, shall have the right to receive dividends on the shares of the Company. In order to enable the Registrar to draw up a list of persons entitled to receive dividends, a nominee shareholder submits data on persons for whose benefit he/she holds the shares. The date of compilation of the list of persons entitled to participate in the General Meeting of Shareholders is determined by the Supervisory Board of the Company in the course of preparation for the General Meeting of Shareholders.

3.5. After the General Meeting of Shareholders has arrived at a decision to pay dividends, the register-keeper (the Registrar) shall, by order of the Company, draw up a list of persons entitled to receive income from securities.

3.6. The list of stock owners - customers, nominee shareholders, and beneficial owners - is compiled separately and contains information on the owners of shares recorded in the accounts of nominees and beneficial owners, as well as on details for transferring dividends to them.

Responsibility for the reliability of the data submitted for its customers rests with nominee shareholders and beneficial owners.

3.7. If shares are in common ownership, the dividend will be distributed among shareholders in proportion to their stake, in accordance with the documents available to the Registrar.

3.8. Dividends can be paid to individual shareholders in cash, by bank transfer or by mail payment.

3.9. If dividends are paid in non-cash form, the individual shareholder is obliged to update its bank details in the Shareholders’ Register timely and in full.

A shareholder must submit his/her bank details updated to have them included in the Register on or prior to the date on which the lists of persons entitled to participate in the General Meeting of Shareholders are drawn up. If a shareholder fails to submit his/her bank details updated, the Company shall not be liable for late payment of dividends to the shareholder.

3.10. Dividends to corporate shareholders shall be paid in non-cash form. A corporate shareholder is obliged to update its bank details in the Shareholders’ Register timely and in full.

A shareholder must submit its bank details updated to have them included in the Register on or prior to the date on which the lists of persons entitled to participate in the General Meeting of Shareholders are drawn up. If a shareholder fails to submit its bank details updated, the Company shall not be liable for late payment of dividends to the shareholder.

3.11. If a shareholder has submitted incorrect bank details or address for transferring dividends, or failed to inform the Company about the specified details, or failed to inform about them in time, the Company shall not be liable for the losses incurred by the shareholder due to this. After the amounts of dividends, transferred to the wrong address due to the fault of the shareholder for the reasons specified in this clause, have been returned to the Company, the amounts are transferred to the shareholder again, taking into account the specified details, with the deduction of the costs for their return and re-transfer.

3.12. The Company is a tax agent in paying income to shareholders on shares owned by them and makes payment of accrued dividends after deduction of income taxes established by the current legislation of the Republic of Uzbekistan with regard to yield on securities. The shareholder, to whom the standard rates of taxation should not be applied, submits supporting documents established by the current legislation of the Republic of Uzbekistan to the Company (the Paying Agent engaged by the shareholder). If information on the tax rates applied to the shareholder was received by the Company (the Paying Agent) after dividends have been paid to the shareholder, the Company (the Paying Agent) will not refund overpaid amounts of taxes.

4. LIABILITY FOR PAYMENT OF DECLARED DIVIDENDS

4.1. The Company is obliged to pay declared dividends on shares of each class.

4.2. The Executive Body (Management Board) of the Company is responsible for the full and timely payment of dividends to the Company’s shareholders. The Supervisory Board of the Company in collaboration with the Audit Commission of the Company shall exercise control over the actions of the Executive Body.

4.3. In order to ensure the payment of accrued dividends, the Supervisory Board shall consider the issue of the progress of dividend payment at its meetings. In case of incomplete or untimely payment of dividends through the fault of the Executive Body of the Company, the Supervisory Board will determine the guilty persons’ liability and impose appropriate sanctions or initiate their imposition.

4.4. In case the Company fails to fulfill its obligations, shareholders may demand payment of declared dividends on shares of each class in the courts.

4.5. In case of incomplete or untimely payment of dividends to shareholders who timely informed the Company’s Registrar about their bank details or postal addresses and changes in them, the Company and the Registrar are liable in accordance with the current legislation.

4.6. The Company shall not be liable for non-payment (untimely payment) of declared dividends to those shareholders who did not submit their bank details, postal addresses or changes in them to the Company’s Registrar in due time.

4.7. For failure to perform or improper performance of the duties of the tax agent assigned to the Company to withhold and transfer the amount of tax on dividends, the Company is liable in accordance with the legislation of the Republic of Uzbekistan.

 

5. INFORMATION DISCLOSURE PROCEDURE

5.1. These Regulations, as well as amendments and additions introduced to it, are disclosed by the Company on the Company’s website on the Internet within the time limits stipulated by the current legislation of the Republic of Uzbekistan.

5.2. Based on the results of the General Meeting of Shareholders, the Company shall disclose information in the form of statements on material facts within the time limits established by legislation.

5.3. Upon the Company’s fulfillment of its obligations to pay dividends, the Company shall disclose relevant information in the form of statements of material facts within the time limits established by legislation.

6. FINAL PROVISIONS

6.1. These Regulations shall be approved by the decision of the Supervisory Board of the Company by a majority of votes of its members who participated in the meeting or took part in absentee voting.

6.2. These Regulations shall be amended and added by the decision of the Supervisory Board of the Company, adopted by a majority of votes of its members who participated in the meeting or took part in absentee voting.

6.3. If individual articles of these Regulations conflict with the current legislation of the Republic of Uzbekistan and/or the Charter of the Company, the articles become invalid and, in the part of the issues regulated by these articles, it is necessary to be governed by the norms of the current legislation of the Republic of Uzbekistan 


“APPROVED”

General meeting of shareholders of

JSC «O’ZVAGONTA’MIR»

Dated __, __, 201_

 

REGULATIONS ON

INFORMATION POLICY

OF JSC «O’ZVAGONTA’MIR»

CONTENT:

 

I.

General Provisions

3

II.

Basic principles of information policy

3

III.

List of information subject to mandatory disclosure, terms and order of their disclosure

4

IV.

List and order of disclosure of additional information

 

5

V.

The order of the exchange of information between the members of administration agencies, public individuals, employees of the Company with interested parties

6

VI.

Measures to ensure compliance with the information policy of the Company

6

VII.

Concluding provisions

 

7

                                            

I.                  General Provisions

1. Present Regulations on Information Policy have been developed in accordance with the laws of the Republic of Uzbekistan "On Joint Stock Companies and the Protection of Shareholder Rights" and "On the Securities Market", with the Order of the Cabinet of Ministers dated 02.07.2014. No. 176 "On measures for further improvement of the corporate governance system in joint-stock companies", with the Rules of delivery and publication of information on the securities market (registration No. 2383 dated 31.07.2012) and with the Code of Corporate Governance approved by the protocol of the meeting of the Commission on increasing the efficiency of joint-stock companies and improving the corporate governance system dated December 31, No. 9, and determines the list of information and documents subject to mandatory disclosure, as well as additional information, and regulates the order and terms for their delivery by JSC «O’ZVAGONTA’MIR»  (hereinafter - the Company).

2. The purpose of the information policy is the most complete satisfaction of the information requirements of shareholders, investors, professional participants of the securities market and other interested parties (hereinafter - interested parties) in reliable information about the Company and its activities.

3. The information policy is aimed at achieving the fullest implementation of the rights of interested parties to obtain information essential for their acceptance of investment and management decisions, as well as to protect confidential information on the Company.

4. The procedure for referring information to trade secrets, definitions and conditions for access to it is determined by the Company in accordance with the Law of the Republic of Uzbekistan "On Trade Secret" and other legislative acts.

II. Basic principles of information policy

5. The main principles of the information policy are regularity, operational efficiency, accessibility, completeness, equality, balance, security of information resources.

6. The principle of regularity is aimed at furnishing interested parties with information about the Company on the part of the Company on a regular basis.

7. The principle of operational efficiency means that the Company in the shortest time informs interested parties about the most significant events and facts affecting the financial and economic activities of the Company, as well as affecting their interests.

8. The principle of accessibility of information means that the Company uses channels and ways of disseminating information on its activities which provide free, easy and non-selective access of interested parties to the disclosed information.

9. The principle of completeness means that the Company furnishes all interested parties with information that correspond to reality, not backing out of the disclosure of negative information about itself, in the volume which allows to form the most complete idea  of the Company, of the results of the Company's activities.

10. The principle of equality means that the Company ensures equal rights for all interested parties in obtaining and accessing information on the activities of the Company.

11. The principle of balance provides for a reasonable balance between openness and transparency of the Company and ensuring its commercial interests. Obligatory conditions are:

protection of confidential information;

compliance with the rules of dissemination and use of insider information established by internal documents of the Company.

12. The principle of security provides for the use of legal ways and means of protecting information constituting confidential information, as well as the information to be posted and other information of the Company.

III. List of information subject to mandatory disclosure

13. The Company discloses information subject to mandatory disclosure in the amount, terms and manner in accordance with the laws of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights", "On the Securities Market", Order of the Cabinet of Ministers from 02.07.2014. No. 176 "On measures for further improvement of the corporate governance system in joint-stock companies", the Rules of delivery and publication of information on the securities market (registration No. 2383, dated 31.07.2012) and other legislative acts.

14. Mandatory disclosure of information is carried out:

on the official website of the authorized government agency for regulation of the securities market (www.openinfo.uz) (in case the securities of the Company are not included in the exchange quotation list);

on the official web-site of the stock exchange (www.uzse.uz) (in case the securities of the Company are included in the exchange quotation list);

on the official website of the Company;

in mass media.

15. Documents containing information subject to mandatory disclosure on the official website of the authorized government agency for regulation of the securities market or the stock exchange are:

prospectus of securities issue (in case of public offering of securities);

annual report of the Company, including the one made in accordance with the International Financial Reporting Standards;

report of the Company based on the results of the first quarter, first half

and nine months;

a notice of a substantial fact on the activities of the Company.

The Company shall disclose the above information in time, order and the form established by the Rules of delivery and publication of information on the securities market (registration No. 2383 of 31.07.2012).

16. In case of inclusion and (or) counting of securities of the Company in the exchange quotation list of the stock exchange the Company discloses all necessary information in accordance with the requirements of the Regulation on the exchange bulletin.

17. The Company has an official website (www.uzse.uz) and provides on it the disclosure of information, the list of which is determined by the Order Cabinet of Ministers No. 176 "On measures on further improvement of the corporate governance system in joint-stock companies" from 02.07.2014.

18. Information subject to mandatory disclosure in the mass media includes:

notification of holding the general meeting of shareholders;

notice of change of location (postal address) and e-mail addresses of the Company;

a proposal to shareholders of a Company with a pre-emptive right to purchase shares or equity securities convertible into shares;

information about the Company's redemption of shares;

information on the liquidation of the Company, as well as on the procedure and deadline for making claims by its creditors.

IV. List and order of disclosure of additional information

19. The Company ensures the improvement of the official Website of the Company by creating versions of the website in English, Russian and other languages, which are convenient for interested parties, with the placement on them of all information available in the state language with translation Into the appropriate language.

20. The Company on its official website discloses the following additional information:

information on the acceptance of the obligation to follow the recommendations of the Code of Corporate Governance and its observance;

information on the executive body, including the period of work in the present Company;

the results of the evaluation of the effectiveness of the executive body of the Company and the corporate governance system;

information on shareholders holding more than 20 percent of the Company's shares;

the rationale for the proposed distribution of net profit, the size of dividends, the assessment of their compliance with the dividend policy adopted in the Company, and, if necessary, explanations and economic justifications for the amounts of the direction of a certain part of the net profit For the needs of the development of Company;

information on the order, conditions for rendering (receiving) and making decisions on charitable (sponsor) or gratis aid, as well as on actually provided (received) charity (sponsor) or gratis aid.

21. Information on the amount of remuneration and compensation of the executive body is disclosed at the general meeting of shareholders and is included in the minutes of the general meeting of shareholders.

22. The Company also provides disclosure of information about the Company in other sources for disclosure of information stipulated by law.

V. The order of the exchange of information between the members of administration agencies, public individuals, employees of the Company with interested parties

23. For the exchange of information between members of members of administration agencies, public individuals, employees of the Company with interested parties the Company appoints a responsible employee through whom information is exchanged.

24. Upon a written (electronic) request of interested parties to provide information provided for in these Regulations, the responsible employee of the Company delivers all necessary information in electronic form within one week.

25. If it is necessary to provide a copy of the documents, the interested person shall pay a fee, the amount of which should not exceed the cost of making copies of documents and payment of costs associated with sending documents by mail.

26. Shareholders have no right to disclose information about the Company or its activities which constitutes official, commercial or another secret protected by law.

VI. Measures to ensure compliance with the information policy of the Company

27. The responsibility for the disclosure of information provided for in these Regulations rests on corporate secretary of the Company (upon availability) or the responsible employee of the Office of Corporate Relations with Shareholders, the accountant, as well as on the person entrusted with the maintenance of the Company's website.

28. The Supervisory Board of the Company quarterly hears the report of the executive body on the status of implementation of the requirements of this Regulation.

 

 

VII. Concluding provisions

29. Responsibility for the organization, condition and reliability of information disclosed in accordance with this Regulation shall be borne by the executive body of the Company.

30. Persons guilty of violating the requirements of these Regulations are duly liable.

31. These Regulations are approved by the decision of the Supervisory Board of the Company by a majority of votes of its members who participated in the meeting or took part in absentee voting.

32. Amendments and additions to this Regulation are made by decision of the Company's Supervisory Board adopted by a majority of votes of its members who participated in the meeting or took part in absentee voting.

33. If certain articles of this Regulation contravene the current legislation of the Republic of Uzbekistan and / or the Charter of the Company, these articles become invalid and in the part regulated by these articles, the norms of the current legislation of the Republic of Uzbekistan and / or the Charter of the Company should be guided until the relevant changes are made to this Regulation.

 APPROVED

by the General Meeting of Shareholders of

the JSC «O’ZVAGONTA’MIR»

__ ___ 2017 

 

 

REGULATIONS ON

THE INTERNAL CONTROL OF

THE JSC «O’ZVAGONTA’MIR»

 

CONTENTS:

 

1. GENERAL PROVISIONS ……………………………………………………..3

2. DEFINING AND OBJECTIVES OF THE INTERNAL CONTROL SYSTEM…..………………………………………………………………………3

3. PRINCIPLES OF THE INTERNAL CONTROL SYSTEM OPERATION……4

4. COMPONENTS OF THE INTERNAL CONTROL SYSTEM …….………….5

5. BODIES AND PERSONS RESPONSIBLE FOR INTERNAL CONTROL…...6

6. INTERNAL CONTROL PROCEDURES AND METHODS ………………….8

7. FINAL PROVISIONS ……….……………………………………………..…...9Якорь: #

 

 

Якорь: #GENERAL PROVISIONS

1.1. These ‘Regulations on the Internal Control of the Joint-Stock Company O’ZVAGONTA’MIR (hereinafter - the ‘Regulations’) is developed in accordance with the current legislation of the Republic of Uzbekistan, the Charter of the Company (hereinafter - the “Company”), the Corporate Governance Code, and other internal documents of the JSC «O’ZVAGONTA’MIR» .

1.2. These Regulations determines the goals and objectives of the Internal Control System, the principles of its operation, as well as the bodies and officers of the Company responsible for internal control.

1.3. All amendments and additions hereto shall be made by the decision of the Supervisory Board of the Company.

Якорь: #

2.1. Internal control is a continuous process integrated into the activities of the Company and aimed at improving the effectiveness of risk management, control and corporate governance in the most optimal manner in order to obtain reasonable and sufficient confirmation in the following areas with regard to achievement of the objectives of the Company:

- efficiency and productivity of activities, including the performance level, gaining of profit, and asset protection;

- integrity and reliability of financial statements;

- compliance with applicable laws and legal standards that regulate activities.

2.2. The internal control system is a set of the organizational structure, controlling measures, procedures and methods of internal control, regulated by internal documents, organized and implemented in the Company by the Supervisory Board, the Management and other employees at all levels and over all functions.

2.3. Internal control procedures are a set of measures carried out by the Audit Committee of the Company, the Supervisory Board of the Company, the Executive Board of the Company (the Board), as well as the units of the Company authorized to exercise internal control (further - the units of the Company), and aimed at identifying breaches of legislation and internal documents of the Company in carrying out its financial and economic activities, at assessing the effectiveness of achievement of the goals set by Company, as well as the interaction of subjects of internal control between themselves in the process of implementing the internal control procedures.

2.4. The main purpose of internal control is to obtain reasonable assurance that the Company will achieve its activity objectives in the most effective manner.

2.5. Internal control is designed to ensure in an expeditious manner:

2.5.1. soundness of the assets, economical and efficient use of the Company’s resources;

2.5.2. compliance with the requirements of the current legislation, internal policies, standards and procedures of the Company;

2.5.3. fulfillment of business plans of the Company;

2.5.4. completeness and reliability of the accounting records, financial statements and management information of the Company;

2.5.5. identification and analysis of risks at the time of their occurrence in the activities of Company;

2.5.6. planning and management of risks in the activities of the Company, including making timely and adequate decisions on risk management till the moment when the risk does maximum damage;

2.5.7. gaining and maintaining a good reputation of the Company in business circles and among consumers.

Якорь: #

3.1. The internal control system in the Company is based on the following principles:

3.1.1. Smooth-running operation, i.e. the permanent and proper operation of the internal control system allows the Company to promptly identify any departure from the standard and prevent their occurrence in the future;

3.1.2. Accountability of all participants in the internal control system, i.e. the quality of performance of control functions by each person is controlled by another participant in the internal control system;

3.1.3. Separation of duties, i.e. the Company seeks to avoid duplication of control functions, and these functions should be allocated among employees in such a way that the same person does not unite the functions associated with approving transactions with certain assets, transaction accounting, ensuring the safety of assets, and making up their inventory;

3.1.4. Due acceptance and approval of transactions, i.e. the Company seeks to establish the procedure for approving all financial and economic transactions by authorized persons within their respective authorities;

3.1.5. Ensuring the organizational isolation of the unit of the Company, which carries out daily internal control, and its functional accountability directly to the Supervisory Board;

3.1.6. Responsibility of all subjects of internal control working in the Company for the proper performance of control functions;

3.1.7. Implementation of internal control based on the seamless interaction of all units and services of the Company;

3.1.8. Continuous development and improvement, i.e. the Company strives to provide the conditions for flexible adjustment of the internal control system so that it can be adapted taking into account the need to handle new tasks, expand and improve the system itself;

3.1.9. Timeliness of sending reports on deviations, i.e. the Company has established the minimum period of time for transferring relevant information to persons authorized to take decisions on eliminating deviations;

3.1.10. Correspondence between the level of complexity of the internal control system and that of complexity of the controlled facility;

3.1.11. Prioritizing the areas of activity of the Company, in which control is being established, i.e. strategic directions covered by the internal control system are singled out, even if the effectiveness of their operation (cost/performance ratio) is difficult to measure;

3.1.12. The complex nature of internal control over objects of various types.

Якорь: #

4.1. The internal control system includes the following interrelated components:

4.1.1. The control environment that includes the ethical values ​​and competence of the Company’s employees, management policy, the way in which the Management assigns authority and responsibility, the structure of employee organization and professional development, as well as the management and administration exercised by the Supervisory Board;

4.1.2. Risk assessment, which is the identification and analysis of relevant risks in the process of achieving certain tasks that are interconnected at different levels;

4.1.3. Control activities summarizing policies and procedures that help ensure that the Management guidelines are being implemented and including a variety of activities, such as: issuing approvals, sanctions, confirmations, carrying out inspections, monitoring day-to-day operations, ensuring the security of assets, and division of powers;

4.1.4. Activities on strategic communications and information exchange aimed at the timely and effective identification of data, their recording and exchange, including, among other things, creating effective channels for information exchange in order to form understanding the internal control policies and procedures, which the Company has in place, in all subjects of internal control, as well as to ensure their fulfillment. The Company takes measures to protect against unauthorized access to information;

4.1.5. Monitoring is a process that includes management and supervision functions, during which the quality of the system’s performance is evaluated with the course of time. The internal control system is evaluated to determine the likelihood of errors that would affect the reliability of financial statements, clarify the materiality of these errors and determine the ability of the internal control system to ensure fulfillment of the tasks set.

Якорь: #BODIES AND PERSONS RESPONSIBLE FOR INTERNAL CONTROL

5.1. Internal control shall be exercised by the Supervisory Board of the Company, the Audit Committee, the Executive Body (Management Board), the Internal Audit Service, and other employees of the Company at all levels, and each of them takes some responsibility for internal control.

5.2. The functions, rights and responsibilities, liability of the units operating in the Company are provided for by regulatory and administrative documents of the Company. The documents, as well as other documents that directly or indirectly affect the issues of internal control shall not conflict with the provisions hereof.

5.3. In order to ensure the systematic nature of the control over the financial and economic activities of the Company, the internal control procedures shall be carried out by the authorized unit of the Company - the Internal Audit Service responsible for internal control, in cooperation with other bodies and units of the Company.

5.4. The functions of the Supervisory Board include:

5.4.1. Determining the direction of development and approval of certain operations and strategies of the internal control system;

5.4.2. Making an annual report on the results of the analysis and assessment of the reliability and effectiveness of the internal control system based on the data of the regular reports of the Executive Body of the Company, internal and external audits, the Audit Committee, information from other sources and the Supervisory Board’s own observations with regard to all aspects of internal control, including: financial control, operational control, monitoring of statutory compliance, as well as control over internal policy and procedures at the Annual General Meeting of Shareholders;

5.4.3. Determining the structure and composition of the unit of the Company, responsible for internal control;

5.4.4. Continuous improvement of the internal control procedures.

5.5. In accordance with the Internal Control Policy approved by the Supervisory Board of the Company, the responsibility for the performance of the internal control system shall be vested in the Executive Body (the Board). The Executive Body of the Company will introduce the procedures of the internal control system and ensure its effective performance, timely informing the Supervisory Board of all significant risks of the Company, significant shortcomings of the internal control system, as well as plans and results of measures taken to eliminate them.

5.6. Employees (including executives) of units of any level shall directly participate in the detailed development of control strategies and procedures within the limits of their competence. To cope with off-nominal situations and problems as they arise is part of their duties. Employees shall report significant issues or risks, occurring on a specific transaction, to the higher management of the Company.

5.7. Responsibility for exercising control over the financial and economic activities of the Company and its separate units shall be vested in the permanent internal control body - the Audit Committee, whose role, goals, objectives, and powers are presented in the Regulations on the Audit Committee.

5.8. Responsibility for the implementation of regular monitoring of the performance of internal control procedures, namely for the compliance of business transactions carried out by the Company with the requirements of legislation of the Republic of Uzbekistan and the Charter of the JSC ‘Companyas a whole, its separate units, as well as the completeness and accuracy of accounting statements and financial reporting shall be vested in the Internal Audit Service, whose role, goals, objectives, and powers are presented in the Regulation on the Internal Audit Service, including a time limit for submitting documents and materials for assessment of a business transaction conducted to the Internal Audit Service, as well as the liability of officials and employees of  the Company for failure to submit the above documents and materials within the time limit.

The Regulations on the Internal Audit Service shall be agreed upon by the Supervisory Board and approved by the Executive Body (the Board).

5.9. The Internal Audit Service of the Company reports to the Supervisory Board on the results of internal audit and the performance of the internal control system. The Internal Audit Service of the Company is functionally subordinated to the Audit Supervisory Board, and administratively to the Executive Body (the Board).

5.10. Persons who:

- have been found guilty of committing crimes in the sphere of economic activity or crimes against the public order, interests of the state service and service in local government bodies or to whom administrative penalties for offenses in the field of entrepreneurial activity or in the field of finance, taxes and fees, the securities market have been applied;

- serve on the executive bodies of the Company;

- are participants in, general director (manager), members of management bodies or employees of a legal entity competing with the Company;

do not have the right to hold positions in the Internal Audit Service of the Company .

Other requirements for persons who are members of the Internal Audit Service may be established by the Supervisory Board or by the Executive Body (the Board) in consultation with the Supervisory Board.

5.11. The proper operation of the internal control system also depends on the professionalism of the employees. The Company makes efforts so that the system of recruiting, hiring, development, training and promotion of employees ensures their high qualification and their compliance with high ethical standards.

Якорь: #INTERNAL CONTROL PROCEDURES AND METHODS

6.1. The internal control procedures of the Company include:

6.1.1. Determining interrelated and consistent goals and objectives at various levels of the Company’s management;

6.1.2. Identifying and analyzing potential and existing operational, financial, strategic and other risks that may hinder the achievement of the Company’s objectives;

6.1.3. Evaluating the essential components of internal control;

6.1.4. Evaluating the effectiveness of the system of internal control of business processes;

6.1.5. Establishing the criteria of and evaluating the performance of organizational units, officials and other employees of the Company;

6.1.6. Considering financial and other information in comparison with the comparable information for prior periods or with expected performance results;

6.1.7. Using proper methods of accounting for events, operations, and transactions;

6.1.8. Checking the soundness of assets;

6.1.9. Proper documenting the internal control procedures;

6.1.10. Regular assessing the quality of the internal control system;

6.1.11. Bringing to all employees’ of the Company notice their duties in the field of internal control;

6.1.12. Distributing key responsibilities between the employees of the Company (including the responsibilities for acceptance and approval of transactions, transaction accounting, issuance, storage and receipt of resources, analysis and verification of transactions);

6.1.13. Approval and implementation of transactions only by those persons who are duly authorized;

6.1.14. Other procedures are necessary to achieve the objectives of internal control.

6.2. When conducting the internal control procedures, methods of inspection, surveillance, confirmation, recounting, as well as other methods necessary for the implementation of the internal control procedures shall be applied.

Якорь: #FINAL PROVISIONS

7.1. These Regulations, as well as amendments and additions thereto, are approved by the Supervisory Board of the Company by a majority of votes of its members present at the meeting or participating in absentee voting.

7.2. Additions and changes hereto shall be made at the suggestion of the Corporate Consultant, the members of the Supervisory Board of the Company, the auditor of the Company, the Audit Committee of the Company, and the Executive Body of the Company.

7.3. If, as a result of changes in the legislation and regulations of the Republic of Uzbekistan, certain articles hereof conflict with the legislation or regulations, then the articles become invalid, and until the changes are made to the Regulations, the Company shall be guided by the legislation and regulatory acts of the Republic of Uzbekistan.

"APPROVED"

General Meeting of shareholders

JSC «O’ZVAGONTA’MIR»

Dated __, __, 201_

                                                       Якорь: #

 

 

Якорь: #

ON THE BOARD OF SUPERVISORY DIRECTORS

of the joint-stock company «O’ZVAGONTA’MIR»

 

CONTENT

I.       General Provisions  

II.      Competence of the Supervisory Board

III.    Election, appointment and early termination of the powers of the members of the Supervisory Board

IV.    Chairman of the Supervisory Board

V.      Meeting of the Supervisory Board

VI.    Rights and obligations of the members of the Supervisory Board  

VII.   Liability of the members of the Supervisory Board  

VIII. The procedure for determining the amount of remuneration to the members of the Supervisory Board  

IX.    Final provisions

 

 

Якорь: #Якорь: #Якорь: #Якорь: #                                                                                                                             I.      GENERAL PROVISIONS

 

Якорь: #1.   This Statute has been developed in accordance with the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights", other legislative acts, the Сharter of the Joint Stock Company  «O’ZVAGONTA’MIR»  (hereinafter - the Company), the Corporate Governance Code approved by the minutes of the meeting of the Commission for Enhancing the Efficiency of Operations Joint-stock Сompanies and Improvement of the Corporate Governance System dated December 31, 2015. No. 9, and defines the status and regulates the work of the Supervisory Board of the Company, the election of its members, as well as their rights and obligations.

Якорь: #2.   The Supervisory Board performs general management of the Company's activities, with the exception of resolving the issues referred by the legislation and the Company's Charter to the competence of the General Meeting of shareholders.

3.   The distribution of functions among the members of the Supervisory Board is exercised by the Chairman of the Supervisory Board for each member of the Supervisory Board.

Якорь: #Якорь: #Якорь: #Якорь: #Якорь: #                                                                       II.     COMPETENCE OF THE SUPERVISORY BOARD

 

Якорь: #Якорь: #Якорь: #Якорь: #4.   Competence of the Supervisory Board of the Company includes:

Якорь: #definition of priority lines of the Company's activity with regular hearing of the report of the Executive Body of the Company on the measures taken to achieve the development strategy of the Company;

convocation of annual and extraordinary General Meetings of shareholders, except for cases stipulated by part one of the eleventh article 65 of the Law of the Republic of Uzbekistan "On joint-stock companies and protection of shareholder rights";

Якорь: #Якорь: #preparation of the order of business, determination of the date, time and place of the General Meeting of shareholders;

determining the date of formation of the register of shareholders of the Company for notification of the General Meeting of shareholders and participation in the General Meeting of shareholders;

Якорь: #Якорь: #submitting of the issues specified in the second paragraph of the first part of Article 59 of the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of the Rights of Shareholders" for the consideration by the General Meeting of Shareholders;

organization of setting of market value of property;

formation, election (appointment) of members of the Board of the Company (except for its Chairman), early termination of their powers;

Якорь: #Якорь: #Якорь: #organization of competition for the duty position  of the Head of the Executive Body and its members, with the approval of the bidding rules of competition selection on managerial statutes, describing the procedures for announcing a tender, objective criteria for selection, hiring new, modern-minded, highly qualified managers that meet modern requirements, as well as foreign managers;

establishment of remuneration and (or) compensation paid to the Executive Body of the Company, as well as their size limits, with consideration of  conformity of these payments to the accomplishment of key performance indicators established by the Cabinet of Ministers of the Republic of Uzbekistan on July 28, 2015. №207 "On the introduction of criteria for assessing the performance of joint-stock companies and other economic entities with a share of the state";

appointment of a corporate consultant and approval of a statute determining his operating procedures;

approval of the Company's annual business plan. In this regard, the Company's business plan for the next year should be approved at the meeting of the Company's Supervisory Board no later than December 1 of this year;

formation of an internal audit service and appointment of its employees, as well as quarterly hearing of its reports;

Якорь: #access to any documents related to the activities of the Executive Body of the Company and reception of them from the Executive Body with a view to perform the duties assigned to the Company's Supervisory Board. Received documents can be used by the Supervisory Board of the Company and its members exclusively for business purposes;

Якорь: #making a decision on conduction of an audit, including on the conduction of an external audit of the Company's financial statements complying with international financial reporting standards;

on the definition of the audit firm and the maximum amount of payment for its services;

Якорь: #giving recommendations on the amount of remuneration and compensation paid to members of the Company's audit committee;

giving recommendations on the amount of dividends, the form and the procedure for their payment;

usage of reserve and other funds of the Company;

creation of branches and opening of representative offices of the Company;

Якорь: #creation of subsidiaries and dependent business entities (they are created in the form of a joint-stock Company or a limited liability Company);

Якорь: #making a decision on a major transaction in property, the book value or purchase price of which composes from fifteen to fifty percent of the net assets of the Company as on the date of making a decision to conclude such a transaction in accordance with Chapter 8 of the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights ";

making a decision on the transaction with an affiliated person of the Company in accordance with Chapter 9 of the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights";

conclusion of transactions related to the participation of the Company in commercial and non-commercial organizations, in the manner prescribed by law;

Якорь: #Якорь: #making a decision on the issuance by the Company of corporate bonds, including those convertible into shares;

decision-making on the issue of derivative securities;

decision-making on redemption of corporate bonds of the Company;

Якорь: #adoption of resolutions on issues related to the increase of the authorized fund (authorized capital) of the Company, as well as on issues related to the introduction of amendments and additions to the Company's Charter related to the increase in the authorized fund (authorized capital) of the Company and the reduction in the number of authorized shares of the Company;

approval of the resolution on the issue of securities (shares, bonds) and the issue prospectus;

introduction of amendments and / or additions to the decision on the issue of securities (shares, bonds) and the issue prospectus and approval of their text;

determination of the price of stock flotation (placing of shares on the exchange and organized over-the-counter securities market) in accordance with Article 34 of the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights";

Якорь: #Якорь: #Якорь: #approval of the regulations on information policy;

making a decision on charitable (sponsor) or gratuitous aid amounting to more than one percent of the Company's net assets as on the date of the decision;

outsourcing on the basis of competition of an independent organization for the assessment of corporate governance in the Company;

5.   In order to implement the recommendations of the Corporate Governance Code the Supervisory Board of the Company  shall perform:

coordination of the activities of the Executive Body, internal control bodies of the Company, collegial bodies formed inside the Company and, if necessary, involvement of experts to organize elaboration of the Company’s development plan and to monitor achievement of the goals outlined therein;

coordination of works on the development, implementation and regular assessment of the conformity of the organizational structure of the JSC to the requirements of legislation, as well as to ensure the transition to the publication of annual financial statements in accordance with International Accounting Standards;

control over the implementation of the recommendations of the Corporate Governance Code.

6.   The competence of the Supervisory Board of the Company may include  resolution of other issues in accordance with the law and the Company's charter.

7.   Issues comprising the competence of the Supervisory Board of the Company can not be addressed to be adjusted by decision of the Executive Body of the Company.

Якорь: #Якорь: #Якорь: #                            III.     ELECTION, APPOINTMENT AND EARLY TERMINATION OF THE POWER OF THE MEMBERS OF THE SUPERVISORY BOARD

 

Якорь: #8.   Election of members of the Supervisory Board of the Company shall be made by the General Meeting of shareholders in the manner prescribed by law and the charter of the Company for a period of one year.

9.   The Company Charter determines the quantitative composition of the Supervisory Board of the Company. In addition, the Company includes at least one independent member (comprising no less than 15% of the number of members of the Supervisory Board specified in its charter) to the Supervisory Board. In the case of non-nomination of an independent member of the Company, the Company shall publish the reasons of non-compliance with this recommendation of the Code.

10.   The criteria for independent members of the Supervisory Board are defined in the Corporate Governance Code.

11.            Persons elected to the Supervisory Board of the Company may be re-elected indefinitely.

12.             The Head of the Executive Body of the Company and its members can not be elected to the Supervisory Board of the Company.

Якорь: #13.            Persons working under a labor agreement (contract) in the Company can not be also the members of the Supervisory Board of the Company.

14.            The early termination of the powers of the elected member of the Supervisory Board is carried out by decision of the General Meeting of shareholders in the event that the shareholder changes, violates his duties, presence of a corresponding statement of the Supervisory Board and other grounds.

Якорь: #15.             Persons elected to the Supervisory Board of the Company must have a qualification certificate of the corporate manager (for companies with state shares) or a certificate of the Scientific and Educational Center for Corporate Governance.

16.             Elections of members of the Supervisory Board of the Company are carried out by cumulative voting.

Якорь: #17.            In cumulative voting, the number of votes belonging to each shareholder is multiplied by the number of persons who are to be elected to the Company's Supervisory Board, and the shareholder is entitled to give back the votes thus obtained in full for one candidate or to distribute them among two or more candidates.

18.    Candidates with the largest number of votes are considered as being elected to the Supervisory Board.

Якорь: #Якорь: #Якорь: #Якорь: #                                                                           III.     CHAIRMAN OF THE SUPERVISORY BOARD

 

Якорь: #Якорь: #19.   The Chairman of the Supervisory Board of the Company is elected by the members of the Supervisory Board from its composition by a majority of votes of the total number of members of the Supervisory Board.

20.   The Supervisory Board of the Company has the right to re-elect its Chairman by a majority of votes of the total number of members of the Supervisory Board.

Якорь: #21.   The Chairman of the Supervisory Board of the Company organizes its work, convenes meetings of the Supervisory Board and presides over them, organizes the record-keeping at meetings, presides over the General Meeting of shareholders.

22.   In the absence of the Chairman of the Supervisory Board of the Company, one of the members of the Supervisory Board exercises his functions.

Якорь: #                                                                               IV.     MEETING OF THE SUPERVISORY BOARD 

 

Якорь: #Якорь: #23.   The Chairman of the Supervisory Board convenes the meeting of the Supervisory Board of the Company on his own initiative, at the request of a member of the Supervisory Board, the Audit Commission, the Executive Body and the shareholders (shareholder) in total constituting owners of not less than one percent of the voting shares of the Company.

24.   The meeting of the Supervisory Board of the Company is convened by the Chairman of the Supervisory Board at least once a quarter. At the meeting, the following shall be considered:

report of the Executive Body on the implementation of the annual business plan of the Company, on the measures taken to achieve the Company's development strategy, on the work done and on the achievement of the performance indicators of enterprises belonging to the Company, which have been approved by their business plans, as well as of other internal documents of the Company;

report of the internal audit service;

opinion of the Audit Commission on the availability of transactions with affiliated persons or major transactions in the Company, as well as compliance with the requirements of the legislation and internal documents of the Company to perform such transactions.

Якорь: #25.   The quorum for holding a meeting of the Supervisory Board of the Company shall comprise at least seventy-five percent of the number of elected members of the Supervisory Board of the Company.

Якорь: #Якорь: #26.   In the event that the number of members of the Supervisory Board becomes less than seventy-five percent of the amount provided for in the charter, the Company must convene an extraordinary General Meeting of shareholders to elect a new composition of the Supervisory Board of the Company. The remaining members of the Supervisory Board have the right to decide on the convocation of such an extraordinary General Meeting of shareholders, as well as in the event of early termination of the powers of the Chairman of the Supervisory Board to appoint an interim Chairman.

27.   Decisions at the meeting of the Supervisory Board of the Company shall be made by a majority of those present, with the exception of cases specified by the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights" and the Company's Charter. Each member of the Supervisory Board has one vote in resolving issues at a meeting of the Supervisory Board of the Company.

Якорь: #Якорь: #The Chairman of the Supervisory Board of the Company has the full voting status in the event of tie vote resulting in voting of the members of the Supervisory Board.

The decision on increasing the charter fund (capital) of the Company and on making appropriate changes to the Charter is taken by the Company's Supervisory Board by a solid vote.

Якорь: #28.   The transfer of the vote by one member of the Company's Supervisory Board to another member of the Supervisory Board or to a third person is not allowed.

29.   At the meeting of the Company's Supervisory Board, a protocol shall be kept. The minutes of the meeting of the Supervisory Board shall be compiled not later than ten days after its holding.

Якорь: #Якорь: #30.   The minutes of the meeting include:

- date, time and place of its conduct;

- persons present at the meeting;

- agenda of the meeting;

- issues put to vote, results of voting on them;

- decisions taken.

Якорь: #31.   The minutes of the meeting of the Company's Supervisory Board shall be signed by the members of the Supervisory Board of the Company who participated in the meeting and are responsible for the correctness of the protocol.

32.   The minutes of the meeting of the Company's Supervisory Board shall be submitted for execution to the Chairman of the Company's Management Board on the day of its signing. In the event that the Supervisory Board makes a decision to convene a General Meeting of Shareholders, information on this decision shall be passed to the Chairman of the Management Board of the Company on the day of the meeting of the Supervisory Board.

Якорь: #Якорь: #Якорь: #33.   A meeting of the Supervisory Board may be held by a poll, except for  a meeting in which reports of the Audit Commission, internal audit services and the Executive Body are being heard. In this case, the decisions of the Supervisory Board of the Company can be made by absentee voting (by poll) by all members of the Supervisory Board unanimously.

If the technical means, means of identification of members of the Supervisory Board and other equipment are available, the meetings of the Supervisory Board can be held in the mode of video-conference communication.

Якорь: #

 

Якорь: #34.   A member of the Supervisory Board has the right:

Якорь: #- to personally take part in the meeting of the Supervisory Board, speak on the issue discussed at the meeting within the time allotted by the regulations;

- by the decision of the Supervisory Board, to receive information on the activities of the Company for a certain period of time, plans for its development;

Якорь: #Якорь: #- to receive remuneration and (or) reimbursement of expenses for work in the Supervisory Board in manner prescribed by the legislation and internal documents of the Company;

- other rights specified by the legislation and the Charter of the Company;

- to create committees (working groups) under the Supervisory Board, related to relevant issues, including the Committee on Conflict Situations, on Audit, Personnel, etc., from among the members of the Supervisory Board, the Executive Body, personnel of the JSC and called experts (specialists of the relevant profile, the teaching staff of profile higher education institutions and others).

Якорь: #35.   A member of the Supervisory Board is obliged:

- to inform the Company of its affiliation in the transaction by the Company by sending a written notice on the details of the proposed transaction, the material terms of the relevant agreement.

- to exercise their duties in good faith, as well as in the manner that he considers to be the best in the public interest;

Якорь: #- other duties stipulated by the legislation and the Charter of the Company.

36.   Members of the Supervisory Board have no right to use the opportunities of the Company (property or non-property rights, business opportunities, information on activities and plans of the Company) for personal gain.

Якорь: #Якорь: #                                 VI.     LIABILITY OF THE MEMBERS OF THE SUPERVISORY BOARD

Якорь: #37.    In exercising their rights and performing their duties, members of the Supervisory Board of the Company must act in the public interest and incur liability to the Company in accordance with the legislation and the Company's Charter.

38.   In case that several persons are liable, their liability to the Company is solidary.

Якорь: #39.   The members of the Supervisory Board who did not take part in the voting or voted against the decision that caused the loss of the Company are not liable except in cases specified in Article 90 of the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights".

40.   A Company or a shareholder (shareholders) owning in aggregate at least one percent of the Company's outstanding shares has the right to seize the court with a bill against a member of the Supervisory Board for compensation of losses caused to the Company.

Якорь: #PROCEDURE FOR DETERMINING THE AMOUNT OF REMUNERATION FOR MEMBERS OF THE SUPERVISORY BOARD

41.   Members of the Supervisory Board are paid remuneration on the basis of the results of an independent evaluation of the corporate governance system and financial performance of the Company.

42.   The Company annually conducts an independent evaluation of the corporate governance system and financial performance of the Company.

43.   Results of the independent evaluation serve as the basis for determination of the amount of remuneration paid to the Chairman and members of the Supervisory Board.

44.    In accordance with the agreement with an independent organization, the results of the activities of the Supervisory Board can be recognized as being unsatisfactory, low, satisfactory and high.

Якорь: #45.   Remuneration to members of the Supervisory Board is paid once for the year, the amount of the remuneration shall be approved by the General Meeting of shareholders and shall not comprise more than 100 minimum wages established in the Republic of Uzbekistan.

In addition, an increase factor is appointed for the remuneration paid to the Chairman of the Supervisory Board in the amount not exceeding 1.2 times the amount paid to a member of the Supervisory Board.

Якорь: #

46.   The corporate consultant is responsible for providing the members of the Supervisory Board with the necessary materials, as well as for interrelation with shareholders and investors.

47.   Persons guilty of violating the requirements of these Regulations are duly liable.

48.   If certain articles of this Statute conflict with the current legislation of the Republic of Uzbekistan and / or the Charter of the Company, these articles become invalid and the part regulated by these articles shall be determined by the norms of the current legislation of the Republic of Uzbekistan and / or the Charter of the Company until appropriate changes are made to the present Statute.

"APPROVED"

General Meeting of shareholders

JSC «O’ZVAGONTA’MIR»

Under the date of __, __, 201_

                                                         Якорь: #Якорь: #

 

 

Якорь: #Якорь: #Якорь: #

Якорь: #Якорь: #

Якорь: #Якорь: #«O’ZVAGONTA’MIR»

 

Якорь: #Якорь: #CONTENT

I.           General provisions

II.       Functions and liabilities of the Audit Commission

III.      Rights and powers of the Audit Commission

IV.      The order of auditing (revisions)

V.       Election and early termination of the powers  of members of the Audit Commission

VI.      Meeting of the Audit Commission

VII.    The procedure for determining the amount of remuneration to members of the Audit Commission

 

Якорь: #

Якорь: #1.    This Statute determines the status and regulates the work of the Audit Commission of the joint stock Company «O’ZVAGONTA’MIR»  (hereinafter referred to as " the Company"), the procedure for its election, as well as its functional duties and powers.

2.    The Statute have been developed in accordance with the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights", other regulatory legal acts and the Company's Charter.

Якорь: #3.    The Audit Commission is the body of the Company that performs the functions of internal financial and economic and legal control over the activities of the Company, its departments and services.

4.     In its activities, the Audit Commission is governed by the legislation of the Republic of Uzbekistan, the by-laws of the agencies of State administration, the Charter of the Company, this Statute and other documents of the Company.

Якорь: #LIABILITIES OF THE AUDIT COMMISSION

Якорь: #5.    The audit (revision) of the financial and economic activities of the Company is carried out on the basis of the results of activities for a year or another period on the initiative of the Audit Commission, the General Meeting of Shareholders, the Supervisory Board or at the request of the shareholder (shareholders) owning in aggregate not less than 5% of the voting shares of the Company accomplished in the form of prior notice to the Supervisory Board.

6.    In performing its functions, the Audit Commission performs the following types of work:

- checking the financial documentation of the Company, the conclusion of the Commission on taking inventory of property, comparison of specified documents with data of primary accountancy;

- verification of the legality of contracts concluded on behalf of the Company, transactions made, settlements with counterparties;

- analysis of compliance of the accounting and statistical accounting with the current regulatory documents;

- analysis of the financial position of the Company, its financial solvency, liquidity of assets, the ratio of its own and borrowed funds, revelation of reserves to improve the economic state of the Company and development of recommendations for the management bodies of the Company concerning their financial and economic activities;

- checking the timeliness and correctness of payments made by suppliers of products and services, payments to the budget, accruals and payments of wages and dividends, extinction of other obligations;

- checking the correctness of the compilation of the Company's balances, the annual report, the profit and loss account, profit distribution, reporting documentation for the tax inspection, statistical agencies, agencies of State administration;

- verification of compliance by the Company with the requirements of legislative and regulatory acts on securities and joint-stock companies, including the ones on the presence of transactions with affiliated persons or major transactions in the Company;

- other types of work, including by the order of the General Meeting of shareholders and the Supervisory Board, referred by the Company's Charter to the competence of the Audit Commission.

7.     The Audit Commission is obliged to:

- timely deliver to the General Meeting of Shareholders, the Supervisory Board, the executive body the results of audits and checks carried out in the form of a conclusion, written reports, memorandums, reports at meetings of the Company's management bodies;

- to assess the reliability of data included in the annual report of the Company and contained in the Company's annual financial statements;

- to assess the vulnerability of the Company to risks or other circumstances that may affect its financial position;

- to conduct an audit of the financial and business activities of the Company based on the results of its activities for the year, as well as at any time on the initiative of individuals in accordance with the legislation, the Company's Charter and this Statute;

- to observe commercial secrets, not to disclose confidential information, to which members of the Audit Commission have access in the performance of their functions. If persons who are not members of the Audit Commission are involved in the work of the Audit Commission as experts, they should be warned about the observance of trade secrets. Responsibility for their actions rests with the members of the Audit Commission, who involve them in the audit;

- to timely consider complaints of shareholders on the actions of management bodies and officials of the Company and to take appropriate decisions on them;

- to demand convocation of meetings of the Supervisory Board, convocation of an extraordinary General Meeting in cases when the revealed violations in the production-economic, financial, legal activities or the emergence of a real threat to the interests of the Company require their decision by the management bodies of the Company.

8.    When conducting inspections, members of the Audit Commission are obliged to carefully study all documents and materials related to the subject of verification. For incorrect conclusions, the members of the Audit Commission bear responsibility, the measure of which is determined by the General Meeting of shareholders and the current legislation of the Republic of Uzbekistan.

9.    Members of the Audit Commission are required to attend the General Meeting of Shareholders and answer the questions of the meeting participants within their competence

Якорь: #Якорь: #                                                                III.            RIGHTS AND POWERS OF THE AUDIT COMMISSION

10.     For the proper performance of its functions, the Audit Commission has the right:

- to check any financial documentation of the Company, including the documents of the Commission on the inventory of the Company, to compare the specified documents with the data of primary accounting;

- to demand and receive from the management bodies of the Company, its departments and services, officials documents which are necessary for the implementation of its activities. These documents and materials are submitted to the Audit Commission within two days after the request;

- to demand convocation (by unanimous decision) of the General Meeting of shareholders in cases when violations in the production and economic, financial, legal activities are detected or there is any other threat to the interests of the Company;

- to require convening of a meeting of the Supervisory Board. The Chairman of the Supervisory Board has no right to refuse the Audit Commission in calling a meeting of the Supervisory Board on its request;

- to attend meetings of the Supervisory Board at the invitation of any of its members;

- to put before the governing bodies of the Company, its subdivisions and services the issue of the responsibility of the Company's employees, including officials, in case of violations of the Statute, rules and instructions adopted by the Company;

- to participate in the work of the working group on the organization of the transition of the Company to the publication of financial statements in accordance with International Accounting Standards;

- to receive remuneration and (or) reimbursement of expenses for work in the Audit Commission in accordance with the procedure established by legislation and internal documents of the Company;

- other rights in accordance with the law and the Charter of the Company.

11.     A member of the Audit Commission has a right:

- to demand convocation of an emergency Commission meeting in case of revealing violations that require an urgent decision of the Audit Commission;

- to express, in writing, his disagreement with the conclusions of the Audit Commission and bring it to the notice of the General Meeting of shareholders of the Company.

Якорь: #Якорь: #                                                                                                 III.     THE ORDER OF AUDITING (REVISIONS)

12.     The audit (revision) of the Company's financial and economic activities is conducted on the basis of the results of the Company's activities for the year.

13.     The Audit Commission submits to the Supervisory Board a report with its conclusions on the results of the audit (revision) of the financial and business activities of the Company for the year and a conclusion confirming or negating the reliability of data included in the annual report of the Company and contained in the annual balance sheet, no later than 3 days prior to the date of the meeting of the Supervisory Board, where the report on the preliminary confirmation of the Company's annual report is to be considered.

14.     An unscheduled audit (revision) of the Company's financial and economic activities is conducted by:

- the decision of the General Meeting of shareholders;

- the decision of the Supervisory Board;

- the requirement of the shareholder (shareholders) of the Company owning (in aggregate) at least 5 percent of the Company's voting shares;

- the initiative of the Audit Commission itself.

15.     The decision on an unscheduled audit (revision) is made at the General Meeting of shareholders by a simple majority of votes of the shareholders owning the voting shares of the Company and participating in the meeting. The Audit Commission starts the audit (revision) after receiving the relevant minutes of the General Meeting of Shareholders.

16.      The decision on an unscheduled audit (revision) is made by the Supervisory Board by a majority vote of its members present at the meeting, in the case of absentee voting (by poll) by all members of the Supervisory Board by a solid vote. This decision is sent to the Chairman of the Audit Commission and is signed by all members of the Supervisory Board who voted for its adoption.

17.     A member of the Audit Commission shall, in the event of revelation of a violation, direct to the Chairman of the Audit Commission a written description of the identified violations requiring the decision of the Audit Commission.

Within 3 working days after receipt of the request, the Chairman of the Audit Commission must convene a meeting of the Audit Commission.

In the case that the Audit Commission makes a decision to conduct an audit (revision), the Chairman of the Audit Commission must organize an audit (revision) and begin its implementation.

18.     18. Submitting of requirements for an unscheduled audit (revision) by shareholders of the Company:

a) Shareholders initiating an audit (revision) shall submit to the Audit Commission a written request that must contain:

- full name (name) of the shareholders;

- information on their shares (number, category, type);

- reasoned grounding for this requirement.

The demand is signed by the shareholder or his authorized representative. If the request is signed by a trustee, a power of attorney is attached.

If the initiative comes from shareholders representing a legal entity, the signature of the representative of the legal entity acting in accordance with its Charter without a power of attorney is certified by the seal of this legal entity. If the request is signed by a representative of a legal entity acting on its behalf per power of attorney, a power of attorney is attached to the request.

b) The request of the initiators of the audit (revision) is sent by registered mail to the Company in the name of the Chairman of the Audit Commission with a notice of delivery or submitted to the Company's office.

The date of the request is determined by the date of notification of its delivery or the date of delivery to the office of the Company.

c) Within 10 working days from the date of presentation of the request, the Audit Commission must decide on conducting an unscheduled audit (revision) of the financial and business activities of the Company or give a reasoned refusal to conduct an audit.

d) Waiving of inspection (audit) can be given by the Audit Commission in the following cases:

- the shareholders who submitted the demand do not own the required number of voting shares giving the right to vote on all matters of competence of the General Meeting as on the date of the request;

- the initiators of the claim are persons who are not registered in the register of shareholders or do not have the representative powers of the respective shareholders;

- the request does not specify the grounding for conducting the audit (revision);

- by the facts that are the motives for conducting the audit (revision), the audit (revision) has already been conducted and the Audit Commission approved the conclusion;

- the request contains incomplete information;

- the requirement does not comply with the legislation and regulatory legal acts of the Republic of Uzbekistan or the Charter of the Company.

19.     When conducting inspections (audits), members of the Audit Commission are obliged to examine all available and received documents and materials relating to the subject of verification.

20.      Based on the results of the audit of the financial and business activities of the Company, the Audit Commission of the Company concludes an opinion, considering the recommendations of the Corporate Governance Code, which should contain:

Якорь: #- assessment of the reliability of data represented in the reports and other financial documents of the Company;

- information on the facts of violation of the order of accounting and presentation of financial statements, as well as legislation in the implementation of financial and economic activities.

This conclusion is heard at the annual General Meeting of shareholders.

21.     At any time before the Audit Commission makes a decision to conduct an audit (revision),the initiators of the audit (revision) of the financial and business activities of the Company are entitled to withdraw their demand by notifying the Audit Commission in writing.

22.     The Audit Commission quarterly submits to the meeting of the Company's Supervisory Board a report on the presence of transactions with affiliated persons or major transactions in the Company, as well as on compliance with the requirements of the legislation and internal documents of the Company to perform such transactions.

Якорь: #Якорь: #Якорь: #                    IV.     ELECTION AND EARLY TERMINATION OF THE POWERS  OF MEMBERS OF THE AUDIT COMMISSION

Якорь: #23.     The procedure for submitting proposals for the nomination of candidates to the Company's Audit Commission, consideration and adoption of a decision by the Supervisory Board on the proposals submitted, shall be implemented in accordance with Articles 63 and 65 of the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights" and the Company's Charter.

24.     The proposal to nominate candidates to the Audit Commission shall be made in writing, by sending a registered mail to the Company address or submitted to the office of the Company.

The date of the proposal is determined by the date of posting or by the date of its submitting to the office of the Company.

The proposal is signed by the shareholder or his authorized representative; if the proposal is signed by a trustee, a power of attorney is attached.

If the initiative comes from a shareholder representing a legal entity, the signature of the representative of the legal entity acting in accordance with its Charter without a power of attorney is certified by the seal of this legal entity. If the request is signed by a representative of a legal entity acting on its behalf per power of attorney, a power of attorney is attached to the request.

Якорь: #25.     The Audit Commission is elected in the number of 3 persons by the General Meeting of Shareholders for a period of one year, by a majority of votes of shareholders owning the voting shares of the Company (by a simple majority) participating in the meeting. Members of the Audit Commission of the Company can not simultaneously be members of the Supervisory Board of the Company, and also work under an employment agreement (contract) in the same Company. The same person can not be elected to the Audit Commission more than three times in a row.

26.     The Audit Commission elects a Chairman and a Secretary from among its members. The Chairman and the Secretary of the Audit Commission are elected at a meeting of the Audit Commission by a majority of votes of the total number of elected members of the Commission.

The Audit Commission is entitled to re-elect its Chairman and Secretary by a majority vote of the total number of elected members of the Commission, except for the votes of the exiting members of the Audit Commission, at any time.

27.     A member of the Audit Commission may, on his own initiative, withdraw from its membership at any time by notifying the Audit Commission and the Supervisory Board in writing one month before the termination of his work in the Audit Commission. In this case, the General Meeting of shareholders at the next meeting shall replace the member of the Audit Commission.

28.     The powers of individual members or the entire membership of the Audit Commission may be terminated early by a resolution of the General Meeting of Shareholders adopted by a majority of votes of shareholders holding voting shares of the Company participating in the meeting on the following grounds:

- failure to participate in the work of the Audit Commission more than 3 times for disrespectful reasons;

- during the inspections, the members (member) of the Audit Commission inappropriately examined all documents and materials related to the subject of the inspection, which resulted in incorrect conclusions of the Company's Audit Commission;

- failure of individual members of the Audit Commission or the Audit Commission as a whole to comply with clause 23 of this provision;

- commission of other actions (inaction) by members of the Audit Commission, which resulted in unfavorable consequences for Company.

29.     In the event that the number of members of the Audit Commission becomes less than half of the number specified in the Company's Charter and this Statute, the Supervisory Board must convene an extraordinary General Meeting of shareholders to elect a new composition of the Audit Commission.

In the event of early termination of the powers of the Audit Commission, the powers of newly elected members of the Audit Commission shall remain in force until the election of the Audit Commission by the next Annual General Meeting of Shareholders.

30.     If the extraordinary General Meeting has terminated the powers of the entire composition of the Audit Commission as a whole or its individual members ahead of schedule, as a result of which their number has become less than half of the elected membership, within no more than three working days from the moment of adopting this decision, the Supervisory Board is obliged to accept a decision to convene an extraordinary General Meeting with an agenda item on the election of a new composition of the Audit Commission.

                   Shareholders who are entitled, in accordance with the law and the Charter of the Company, to nominate candidates to the management and control bodies of the Company, may submit proposals on candidates to the Audit Commission.

Якорь: #

31.     The Audit Commission shall resolve all issues at its meetings. The meetings of the Audit Commission are held according to the approved plan, as well as before the commencement of the audit or revision and on their results.

32.     A meeting of the Audit Commission shall be considered to be competent if at least two-thirds of its members are present. All meetings of the Audit Commission are held in presence.

33.     Each member of the Audit Commission has one vote. Acts and conclusions of the Audit Commission are approved by a simple majority of votes present at the meeting. If the votes are equal, the vote of the Chairman of the Audit Commission is decisive.

Members of the Revision Commission, in case of their disagreement with the decision of the Commission, have the right to fix a dissenting opinion in the minutes of the meeting and bring it to the notice of the Supervisory Board and the General Meeting of Shareholders.

34.     Chairman of the Audit Commission:

- convenes and holds meetings;

- organizes the current work of the Audit Commission;

- represents it at the meetings of the Supervisory Board, the General Meeting of Shareholders;

- signs documents originating on the behalf of the Audit Commission.

35.     In the event of the absence of the Chairman, one of the members of the Audit Commission shall perform his functions in accordance with the decision of the majority of the members of the Audit Commission present at the meeting.

36.      Secretary of the Audit Commission:

- organizes recordation of its meetings;

- informs the addressees of the acts and conclusions of the Audit Commission.

Якорь: # PROCEDURE FOR DETERMINING THE AMOUNT OF REMUNERATION TO MEMBERS OF THE AUDIT COMMISSION

37.     Members of the Audit Commission shall be paid remuneration for the work they perform and the provision of reports (conclusions) established by the legislation and this Statute.

38.     The results of the work of the Audit Commission and provision of reports (conclusions) serve as the basis for determining the amount of remuneration paid to the Chairman and members of the Audit Commission.

39.     The amount of remuneration to members of the Audit Commission is determined by the General Meeting of Shareholders and is paid annually and can not comprise more than 50 minimum wage rates established in the Republic of Uzbekistan.

40.      In the event that, the conclusions of the Audit Commission haven’t been submitted to the Supervisory Board quarterly, remuneration is not paid.

41.     In addition, an increase factor is established for the remuneration paid to the Chairman of the Audit Commission in the amount not exceeding 1.2 times the amount paid to a member of the Audit Commission.

 

"APPROVED"

General Meeting of shareholders

JSC «O’ZVAGONTA’MIR»

Dated __, __, 201_

 

                            

Якорь: #Якорь: #Якорь: #

Якорь: #

Якорь: #«O’ZVAGONTA’MIR»

 

CONTENT

I.      General provisions

II.    Competence of the General Meeting of shareholders

III.  The right to participate in the General Meeting of shareholders. Registration of shareholders and their authorized representatives

IV.  Preparation for holding Annual General Meeting of shareholders

V.    Preparation for holding an Extraordinary General Meeting of shareholders

VI.  Quorum of the General Meeting of shareholders

VII. Working bodies of the General Meeting

VIII. The order of the General Meeting of shareholders

IX.Minutes of General Meeting of shareholders

X.    Implementation of the decision of the General Meeting of shareholders

Appendix No.1

Appendix No. 2

Appendix No. 3

Appendix No. 4

Appendix No. 5

 

 Якорь: #

1.   This Statute determines the status and regulates the work of the General Meeting of shareholders of the joint stock company «O’ZVAGONTA’MIR» , the procedure for its conduct and decision-making.

2.   The Regulations have been developed in accordance with the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights", other regulatory and legal acts, the Corporate Governance Code approved by the protocol of the meeting of the Commission on Increasing the Efficiency of Joint Stock Companies and Improving the Corporate Governance System of December 31, 2015 No. 9 and the Charter of the joint stock company «O’ZVAGONTA’MIR»  (hereinafter - the Company).

3.   The Company is obliged to hold an Annual General Meeting of shareholders (Annual General Meeting of shareholders) every year. The Annual General Meeting of Shareholders is held no later than six months after the end of the fiscal year. The Annual General Meeting of shareholders is usually held on June 20-30 of each year.

4.   At the Annual General Meeting of shareholders the issues on election of the Supervisory Board and the Audit Commission of the Company are resolved, on the possibility of extending the term, renewing or terminating the agreement with the Head of the Executive Body, as well as considering the Annual Report of the Company, the reports of the Executive Body and the Supervisory Council of the Company on the measures taken to achieve the development strategy of the Company and other documents in accordance with paragraphs 11 and 12 of point 7 of this Statute.

5.   General Meetings of shareholders held in addition to Annual Meetings are extraordinary.

6.   The date and procedure for holding a General Meeting of shareholders, the procedure for informing shareholders about its conduct, the list of materials (information) provided to shareholders in preparation for the General Meeting of shareholders shall be determined by the Supervisory Board of the Company .

Якорь: #

7.   Competence of the General Meeting of shareholders includes:

introduction of amendments and additions to the Company’s Charter or approval of the Company’s Charter in a new edition;

reorganization of the Company;

liquidation of the Company, appointment of the liquidator (liquidation commission) and approval of the interim and final liquidation balance sheets;

Якорь: #determination of the quantitative composition of the Supervisory Board of the Company, election of its members and early termination of their powers;

determination of the maximum amount of declared shares;

reduction of the authorised fund (charter capital) of the Company ;

acquisition of own shares;

approval of the organizational structure of the Company, election (appointment) of the Head of the Executive Body of the Company ;

election of members of the Company's Audit Commission and early termination of their powers, as well as approval of the Statute on the Audit Commission;

Якорь: #approval of the Annual Report and the development strategy of the Company for the medium and long term (more than 5 years) with the definition of its specific terms based on the main directions and purpose of the Company's activities;

distribution of profits and losses of the Company ;

hearing of reports of the Supervisory Board and conclusions of the Audit Commission of the Company on issues within their competence, including compliance with the requirements for the governance of the Company established by law;

Якорь: #Якорь: #decision-making on the non-use of the priority right provided for in Article 35 of the Law of the Republic of Uzbekistan "On Joint-Stock Companies and Protection of Shareholder Rights";

approval of the rules of the General Meeting of shareholders;

splitting and consolidation of shares;

Якорь: #Якорь: #making a decision on the commission of a major transaction by the Company, the subject of which is property, the book value or purchase price of which is more than fifty percent of the Company’s net assets as on the date of the decision on the completion of such a transaction in accordance with Chapter 8 of the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights";

Якорь: #making a decision on the transaction with an affiliated company in accordance with Chapter 9 of the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights";

making a decision on accepting the obligation to follow the recommendations of the Corporate Governance Code and approving the form of the message;

approval of Statutes on internal control, on dividend policy, on the procedure for conflict of interest;

making a decision to conduct an annual analysis of the correspondence of business processes and projects to the goals of the development of the Company with the involvement of independent professional organizations – consultants, and hearing the results of the analysis;

definition of transactions related to the current economic activities of the Company ;

determination of the procedure, conditions for the provision (reception) and adoption by the Supervisory Board of decisions on charitable (sponsor) or gratuitous assistance;

determination (approval) of the voting procedure by e-mail (with confirmation by an electronic digital signature), as well as by delegating one's authority to a representative or by holding a General Meeting in video conferencing mode;

determination (approval) of the procedure for calling independent experts to provide practical assistance to the Counting Commission or performing its functions (for example, an investment adviser and other professional participants in the securities market);

determination (approval) of the procedure for reimbursement of expenses for the maintenance of a Committee of Minority Shareholders at the expense of the Company’s funds (when forming a Committee of Minority Shareholders);

imposition of requirements for the form and content of the report (statement) of the Company’s management and control bodies reporting at the General Meeting of shareholders, determination of the duration of the General Meeting;

resolution of other issues in accordance with the law and the Charter of the Company .

8.   Decisions on the issues specified in the second, fourth, sixth, thirteenth paragraphs of paragraph 7 of this Regulation, parts two and three of Article 84 and part five of Article 88 of the Law "On Joint Stock Companies and Protection of Shareholders Rights" shall be adopted by a three-quarters of votes of shareholders who are the owners of voting shares participating in the General Meeting of shareholders.

9.   The decision on the formation or increase of the state share in the authorized capital of the Company due to the existing tax and other debt to the state shall be adopted by the General Meeting of shareholders by a simple majority of shareholders' votes, with the consent of the shareholders (other than the state), owners of not less than two thirds of the placed voting shares of the Company.

10.            The decision on other issues shall be taken by the General Meeting of shareholders by a simple majority of votes of shareholders owning voting shares and participating in the General Meeting of shareholders.

11.            Issues referred to the competence of the General Meeting of shareholders can not be transferred to a decision of the Supervisory Board and the Executive Body of the Company.

Якорь: #Якорь: #                       III.THE RIGHT TO PARTICIPATE IN THE GENERAL MEETING OF SHAREHOLDERS. REGISTRATION OF SHAREHOLDERS AND THEIR AUTHORIZED REPRESENTATIVES

12.            Shareholders registered in the Register of Shareholders of the Company, formed three business days before the date of the General Meeting of shareholders, have the right to participate in the General Meeting of shareholders.

13.            At the request of the shareholder, the Company is obliged to provide him with information on his inclusion into the Register of Shareholders formed for the General Meeting of shareholders.

14.            Changes in the formed Register of Shareholders of a Company can be made only in case of restoration of the violated rights of persons not included in the specified register as on the date of its formation, or correction of mistakes made at its formation, in the order prescribed by legislation.

15.            Shareholders registered in the shareholders register of the Company, their authorized representatives, Counting Commission, employees of the internal audit service, a representative of the audit organization that conducted the audit, members of the Supervisory Board, the Executive Body, members of the audit committee, as well as the representative of the Committee of Minority Shareholders (if any), etc. are entitled to participate in the General Meeting of shareholders at the invitation of the Chairman of the General Meeting of shareholders.

16.            Members of the Executive Body, representatives of the Supervisory Board and the Audit Commission, as well as representatives of the audit organization should personally participate in the Annual General Meeting of shareholders with the reports of their bodies.

17.            Candidates to the members of the Supervisory Board, Audit Commission and the Chairman of the Board of Directors of the Company may attend the General Meeting of Shareholders when considering their candidacies.

18.            To participate in the General Meeting, shareholders or their authorized representatives must be registered at the place and time specified in the notice of the meeting.

19.            A representative of a shareholder at a General Meeting of shareholders shall act on the basis of a power of attorney represented in writing. The power of attorney for voting should contain information about the represented and the representative (name or name, place of residence or location, passport data). The power of attorney for voting on behalf of an individual must be certified by a notary. The power of attorney for voting on behalf of a legal entity shall be issued with the signature of its head and be certified by the seal of this legal entity (if there is a seal available).

20.            A shareholder is entitled to replace his representative at a General Meeting of shareholders or personally participate in it at any time.

21.            Registration of shareholders, natural persons who arrived for participation in the General Meeting is carried out upon presentation of a passport or other document certifying the identity of the shareholder, and in respect of a representative, also a power of attorney certified by a notary.

22.             The head of the legal entity - shareholder of the Company exercises his powers at the General Meeting on the basis of a legal act on his appointment to the post and identity document.

23.             A representative of a shareholder, the latter being a representative of a legal entity, may participate in the General Meeting of shareholders providing a power of attorney in his name issued by the head of the organization or another person authorized by his foundational documents, certified by the seal of that organization (if there is a seal available).

24.            In the event that a Company’s share is in the common share ownership of several persons, the powers of voting at the General Meeting of shareholders are exercised at their discretion by one of the participants in the common share ownership or their common representative. The powers of each of these persons must be duly formalized.

25.            In accordance with the Register of Shareholders of the Company formed for the General Meeting of shareholders, a Registration List shall be compiled in accordance with the form attached to Appendix No. 1 to this Regulation.

Якорь: #26.            The Registration List should be stitched, numbered, stitched and sealed by the Company.

27.            When holding a General Meeting, shareholders (their representatives) sign in the Registration List and receive a set of package ballot papers (Appendix No. 2) for voting based on the number of voting shares of each shareholder determined by the Register of Shareholders of the Company .

28.            If a participant submits a power of attorney to represent the interests of one or several shareholders, he receives a ballot paper for voting of the represented shareholder (s), and in the Registration List the following note is made: "by power of attorney No. ___ of " ___ " for_______ (number) voting shares" and the surname, name, patronymic of the representative shall be indicated.

Якорь: #Якорь: # ANNUAL GENERAL MEETING OF SHAREHOLDERS

29.            For the qualitative preparation and holding of the General Meeting of Shareholders within the time period set in Clause 3 of this Regulation, the Executive Body together with the corporate consultant (if any) shall perform the following:

conclude agreements with audit organizations selected by the Supervisory Board decision of the Company to conduct an audit, including the preparation of financial statements in accordance with International Accounting Standards, external audit in accordance with International Standards on Auditing, specifying in the contract specific deadlines for completing the audit;

ensure the publication of Annual Financial Reports compiled in accordance with International Accounting Standards, following an external audit in accordance with International Standards on Auditing, at least two weeks before the date of the Annual General Meeting.

The Executive Body also develops (prepares):

draft regulations for holding a General Meeting of shareholders, distribution of net profit (compensation for losses) with the application of justification for each direction and other documents to be considered by the General Meeting of shareholders, as well as proposals for the formation of a Counting Commission. Summarizes proposals submitted by shareholders for inclusion in the agenda of the Annual General Meeting of shareholders, including information on nominated candidates to the Supervisory Board and the Audit Commission (auditors) of the Company and etc.;

Annual Report and Annual Business Plan of the Company, as well as a draft strategy for the development of Company for the medium and long term, with the definition of its specific terms based on the main directions and objectives of the Company ;

report of the Executive Body on the implementation of the business plan parameters and on the measures taken to achieve the Company’s development strategy, hold a tender for the selection of an audit organization for auditing,

30.            After the development (preparation) of the materials specified in part two of paragraph 29 of this Regulation, the Executive Body submits them to the Supervisory Board for consideration.

31.            Preparation for holding a General Meeting of shareholders is conducted by the Supervisory Board, which determines:

Якорь: #the date, the place and the time of the General Meeting of Shareholders;

agenda of the General Meeting of shareholders;

the date of drawing up the Register of Shareholders of the Company to notify shareholders and hold a General Meeting of shareholders;

the procedure for informing shareholders and a representative of the state of holding a General Meeting of shareholders;

Якорь: #list of information (materials) provided to shareholders in preparation for the General Meeting of Shareholders;

form and text of the ballot paper.

32.            The date of the General Meeting of shareholders can not be established in less than ten or more than thirty days from the date of the decision to hold it.

33.            The notice of the General Meeting of shareholders is published on the official website of the Company, in the media, and sent to shareholders by e-mail (according to Appendix No. 3), no later than seven days, but not earlier than thirty days before Date of the General Meeting of shareholders.

Якорь: #Якорь: #34.            The Company has the right to send a written notification to the shareholder either independently or through a professional participant of the securities market in accordance with an agreement concluded between the Company and a professional participant of the securities market for the Statute of related services.

35.            The notice of the General Meeting of Shareholders shall contain:

Якорь: #the name, location (postal address) and e-mail address of the Company ;

date, time and place of the General Meeting of shareholders;

date of formation of the Register of Shareholders of the Company ;

issues included in the agenda of the General Meeting of shareholders;

The procedure for acquainting shareholders with information (materials) to be provided to shareholders in preparation for the General Meeting of shareholders.

36.            Information (materials) to be provided to shareholders in preparation for the General Meeting of Shareholders includes the Annual Report of the Company, the opinion of the Audit Commission of the Company and the audit firm on the results of the audit of the annual financial and business activities of the Company, information on candidates for members of the Supervisory Board and Audit Commission of the Company, the draft amendments and additions to the Company’s Charter, or the draft of the Company’s Charter in a new wording, as well as the medium-term and long term development strategies of the Company and other necessary information on the agenda, including the position of the Supervisory Board on the agenda of the General Meeting.

37.            List of additional information (materials), mandatory for Statute to shareholders in preparation for the General Meeting of shareholders, may be established by the authorized government body for regulation of the securities market.

38.            Shareholders (shareholder) holding in aggregate at least one percent of the Company’s voting shares within a period not later than ninety days after the end of the Company’s fiscal year shall be entitled to submit proposals (in the form specified in Appendix No. 4) on the agenda of the Annual General Meeting Shareholders, including distribution of profits, candidacies for members of management and control bodies, with the possibility of replacing them before the General Meeting of shareholders in accordance with the established procedure.

Якорь: #39.            The issue on the agenda of the General Meeting of shareholders shall be entered in writing specifying the reasons for its presentation, the name of the shareholder (shareholders) submitting the question, the number and type of shares held by him.

40.            When submitting proposals on nominating candidates to the Supervisory Board and the Audit Commission of the Company, including in the case of self-nomination, the name of the candidate, the number and type of shares owned by him (in case the candidate is a shareholder of the Company) should be specified, as well as the names of shareholders nominating a candidate, the number and type of shares held by them.

Якорь: #41.            The Supervisory Board of the Company is obliged to consider the proposals received and decide whether to include them in the agenda of the General Meeting of Shareholders or to refuse to include in the agenda not later than 10 days after the expiration of the period specified in paragraph 38 of this Statute.

42.            The question submitted by the shareholder (shareholders) is to be included in the agenda of the General Meeting of shareholders, as well as nominated candidates are to be included in the list of candidates for voting in elections to the Company’s management and control bodies, except for the cases that:

Якорь: #the shareholder(s) did not meet the deadline set out in paragraph 38 of this Statute;

the shareholder (shareholders) is not the owner of the number of the voting shares of the Company specified in paragraph 38 of this Statute;

if the data on candidatures for the management and control bodies of the Company are incomplete;

the proposals do not meet the requirements of legislative acts.

43.            Shareholders (shareholder) have the right to amend the list of nominees nominated by them to the Supervisory Board and the Audit Commission of the Company not later than three working days from the date of publication of the notice on holding the Annual General Meeting of shareholders.

44.            The decision of the Company’s Supervisory Board on inclusion or reasoned refusal to include the issue on the agenda of the General Meeting of shareholders or a candidate on the list of candidates for election to the management and control bodies of the Company shall be sent to the shareholder (s) who submitted the question or submitted the proposal, not later than three working days from the date of its adoption.

45.            The decision of the Company’s Supervisory Board on refusal to include the issue on the agenda of the General Meeting of shareholders or a candidate in the list of candidates for voting on election to the management and control bodies of the Company may be appealed to the court.

IV. Якорь: #

46.             An extraordinary General Meeting of shareholders is held by decision of the Company’s Supervisory Board on the basis of:

his own initiative;

requirements of the Audit Commission;

requirements of the shareholder (shareholders) owning at least 5% of the Company’s voting shares as on the date of the request (in accordance with Appendix No. 5).

47.            The grounds for the request for an extraordinary General Meeting of shareholders on early termination of the powers of the Supervisory Board are:

non-compliance with the legislation of the Republic of Uzbekistan, the Charter, decisions of the General Meeting of shareholders;

causing the Company losses and damage to the property rights of shareholders, including those associated with a significant deterioration in financial and business activities, a decrease in profit and profitability of the Company, an unjustified reduction in the implementation of works and services;

presence of signs or threat of occurrence of economic insolvency (bankruptcy) of a Company, presence of a steady debt before the state budget, off-budget funds, on payment of wages to workers.

48.            In the request to hold an extraordinary General Meeting of shareholders, issues to be included in the agenda of the meeting should be formulated, specifying the motives for their introduction. In case the convocation of the extraordinary General Meeting of shareholders is caused by the introduction of the question of early termination of the powers of the members of the Supervisory Board, the requirement to convene such a meeting should contain proposals in addition to the question of early termination of the powers of the Supervisory Board to include the election of a new composition of the Supervisory Council.

49.            The Supervisory Board of the Company shall not be entitled to make changes in the wording of the issues on the agenda of the extraordinary General Meeting of shareholders convened at the request of the Audit Commission of the Company or shareholder (shareholders) owning at least five percent of the Company’s voting shares.

50.             In case the request to convene an extraordinary General Meeting of shareholders comes from a shareholder (shareholders), it must contain the name of the shareholder (shareholders) requesting the convocation of the meeting, specifying the number, type of shares owned by him.

51.            The request to convene an extraordinary General Meeting of shareholders is signed by a person (persons) demanding convocation of an extraordinary General Meeting of shareholders.

52.            Within 10 days from the date of presentation of the demand of the auditing committee of the Company or shareholder (shareholders) owning not less than five percent of the voting shares of the Company, an extraordinary General Meeting of shareholders should be made a decision on convocation of an extraordinary General Meeting by the Supervisory Board of the Company or on refusal to convene it.

Якорь: #53.             A decision on the refusal to convene an extraordinary General Meeting of shareholders at the request of the Audit Commission of a Company or a shareholder (shareholders) owning at least five percent of the Company’s voting shares may be taken in cases where:

a shareholder (shareholders) requiring convocation of an extraordinary General Meeting of shareholders is not the owner of the number of voting shares of the Company provided for in Paragraph one of this Paragraph;

none of the issues proposed for inclusion in the agenda is attributed to the competence of the General Meeting of shareholders;

the issue proposed for inclusion in the agenda does not meet the requirements of the law.

54.            The decision of the Supervisory Board on convocation of an extraordinary General Meeting of shareholders or a reasoned decision to refuse its convocation shall be sent to the persons requesting its convocation not later than three working days from the moment of its adoption.

55.             The decision of the Supervisory Board of the Company to refuse to convene an extraordinary General Meeting of shareholders may be appealed to the court.

56.            If, within the period specified in Clause 52 of this regulation, the Supervisory Board of the Company does not take a decision to convene an extraordinary General Meeting of shareholders or a decision is made to refuse its convocation, an extraordinary General Meeting of shareholders may be convened by persons requiring its convening.

In this case, the costs of preparing for the General Meeting of shareholders can be reimbursed by the decision of the General Meeting of shareholders at the expense of the Company’s funds.

Якорь: #57.            Preparation for holding an extraordinary General Meeting of shareholders is carried out by the Supervisory Board, or in the cases established by law, a person convening a General Meeting of shareholders in the manner prescribed by this Statute.

Якорь: #

58.            The General Meeting of Shareholders is eligible (has a quorum) if, at the time of the end of registration, shareholders (their representatives) holding in aggregate more than fifty percent of the votes of the placed voting shares of the Company were registered for participation in the General Meeting of Shareholders.

59.            In the event that preferential shares are voting only on one or more items on the agenda, the quorum of the meeting is determined from the number of ordinary shares submitted, and the count of votes on these issues is made from the total number of voting ordinary and preferred shares.

60.            If within more than 120 minutes after the established time of the meeting the quorum is not yet collected, the date of the repeated General Meeting of shareholders is announced. The agenda may not be amended during a repeated General Meeting of shareholders.

61.            A repeated General Meeting of shareholders convened instead of the failed one is eligible if at the time of the registration for registration there are registered shareholders (their representatives) holding in aggregate more than forty percent of the votes of the placed voting shares of the Company.

             The notice on holding a repeated General Meeting of shareholders shall be made in accordance with the procedure established by this Statute.

62.            In case of postponing the date of the General Meeting of Shareholders due to the absence of a quorum for less than 20 days, shareholders entitled to participate in the General Meeting are determined in accordance with the Register of Shareholders entitled to participate in the abortive General Meeting

Якорь: #

63.            The working bodies of the General Meeting are: Presidium, Counting Commission, Secretary (Secretariat).

64.            The Presidium and the Chairman of the General Meeting of Shareholders shall be elected at the General Meeting of Shareholders. The General Meeting of shareholders is headed by the Chairman of the Supervisory Board of the Company, and in case of his absence for valid reasons – by one of the members of the Supervisory Board of the Company.

65.            The Chairman of the General Meeting of shareholders heads the presidium of the meeting, ensures the conduct of the meeting and has for this all the powers necessary for the proper exercise of his duties.

66.            The Chairman of the General Meeting of Shareholders has the right to allow audio and video recording and broadcasting of the General Meeting of Shareholders in the Internet.

67.            The Chairman of the General Meeting manages the course of the meeting, coordinates the actions of the working bodies of the General Meeting, determines the order of discussion of the issues, limits the time for the speakers to speak, gives explanations on the conduct of the assembly and voting, controls the order in the hall.

68.            The Chairman of the General Meeting shall sign the minutes of the General Meeting.

69.            To count votes, register shareholders for participation in the General Meeting of shareholders, and issue ballots for voting, the Supervisory Board of the Company creates a Counting Commission whose quantitative and personal composition is approved by the General Meeting of shareholders.

70.            In case of involvement of independent experts to perform the functions of a Counting Commission, thee perform the work of the Counting Commission.

71.             The Counting Commission shall consist of not less than three people. The Counting Commission can not include members of the Supervisory Board and the Audit Commission of the Company, the Chairman of the Company’s management board, as well as the persons nominated for these positions.

72.            Voting at a General Meeting of shareholders is carried out on the principle of "one voting share of the Company - one vote", except for cases of cumulative voting on the election of members of the Supervisory Board of the Company.

Якорь: #Якорь: #73.            Voting at the General Meeting of shareholders on items on the agenda is carried out by ballots for voting.

74.             In the case of voting, votes are cast for those issues in which only one of the possible voting options is left to the voter. Voting ballots filled in violation of this requirement are recognized as invalid and votes on the questions contained in them are not counted.

             In the event that the voting ballot contains several issues put to the vote, failure to comply with the requirement specified in the first paragraph of this paragraph with respect to one or more issues does not entail invalidation of the voting ballot in general.

75.            To count votes, register shareholders for participation in the General Meeting of shareholders, and issue ballots for voting, the Supervisory Board of the Company creates a Counting Commission whose quantitative and personal composition is approved by the General Meeting of shareholders.

76.            In preparing for the General Meeting of Shareholders, the Counting Commission performs the following functions:

on the basis of the register, compiles a List of Shareholders entitled to participate in the General Meeting of shareholders;

issues ballot papers for voting and other materials of the General Meeting, keeps a record of the ballots issued.

registers shareholders (their representatives) for participation in the General Meeting;

keeps a record of powers of attorney and the rights granted by them;

Якорь: #Якорь: #Issues ballots for voting and other information (materials) of the General Meeting;

gives shareholders the necessary information on the agenda before the General Meeting of shareholders;

determines the presence of a quorum of the General Meeting of shareholders;

clarifies the issues raised in connection with the implementation by shareholders (their representatives) of the right to vote at the General Meeting;

clarifies the procedure for voting on issues to be voted on;

ensures the established voting procedure and the rights of shareholders to participate in voting;

counts votes and summarizes the voting results;

draws up a protocol on the results of voting;

sends the ballot papers to the archive.

Якорь: #

77.            The procedure for holding a General Meeting of shareholders is approved in accordance with this Regulation at each General Meeting of shareholders.

78.            The Chairman of the Supervisory Board proposes to elect the Presidium and the Secretary (Secretariat) of the General Meeting, as well as the composition of the Counting Commission.

79.            The procedure for holding a General Meeting provides for the time of the beginning and anticipated end of the meeting, the length of speeches and breaks, the sequence of items on the agenda, the names and positions of rapporteurs on the agenda, the procedure for voting and the announcement of its results.

80.            Current issues arising in the course of the meeting are decided by the Chairman solely on the basis of the main principle: every participant can use the right to address the General Meeting of shareholders on the discussed issue within the allotted time.

81.            At the General Meeting of shareholders, information on the amount of remuneration and compensation of the Executive Body, the Supervisory Board shall be disclosed, as well as the data on the distribution of net profit, the amount of dividends, with the justification of the proposed size, the assessment of their compliance with the dividend policy adopted by the Company (if necessary, explanations and economic justification for the volume of the direction of a certain part of the net profit for the needs of the development of Company should be given).

82.            Those who wish to participate in the discussion of the items on the agenda shall submit to the secretary (to the secretariat) of the General Meeting a written application indicating the issue for discussion.

83.            After discussing all the items on the agenda, the Chairman shall declare the General Meeting of Shareholders closed.

84.            The Company shall provide to the person who participated in the General Meeting of Shareholders the opportunity to make at the expense of such person a copy of the ballot paper filled with him.

Якорь: #

 

85.            The quantitative and personal composition of the secretariat of the General Meeting is approved by the General Meeting of shareholders. A corporate consultant of the Company may be elected (join) as a Secretary of the General Meeting of shareholders.

86.             The Secretariat of the General Meeting:

records the course of the General Meeting;

keeps a record of those wishing to take part in the discussion of issues on the agenda of the meeting on written applications;

compiles the minutes of the General Meeting of shareholders in duplicate not later than ten days after the closing of the General Meeting of shareholders.

The minutes of the General Meeting of Shareholders shall contain:

the date, the place and the time of the General Meeting of Shareholders;

the total number of votes owned by shareholders - owners of voting shares of the Company ;

the number of votes held by shareholders participating in the meeting;

Якорь: #The Chairman (the presidium) and the Secretary (the Secretariat) of the meeting, the agenda of the meeting;

the main clauses of speeches, issues put to vote, the results of voting and decisions taken by the General Meeting;

in the case of audio and video recording and broadcasting of the General Meeting of shareholders in the Internet, this information is also indicated.

Якорь: #87.            Both copies of the minutes of the General Meeting of shareholders shall be signed by the Chairman of the General Meeting and the Secretary of the General Meeting of shareholders.

88.            The minutes of the Counting Commission shall not be approved by a special resolution of the meeting, but taken into consideration and shall be attached to the minutes of the General Meeting.

89.            After signing the minutes of the General Meeting of shareholders, the Counting Commission shall transfer to the archives of the Company the documents of the meeting, including the Registration List of the General Meeting, sealed ballots for voting, minutes on the voting results signed by the members of the Counting Commission, and the minutes of the General Meeting of shareholders.

Якорь: #Якорь: #  IX.IMPLEMENTATION OF THE DECISION OF THE GENERAL MEETING OF SHAREHOLDERS

90.             Decisions adopted by the General Meeting of shareholders, as well as the results of voting are brought to the attention of shareholders by:

their announcement after the end of the General Meeting of shareholders;

disclosure of information in the notice of material fact within two working days from the date of the occurrence of the material fact.

91.            Control over the implementation of decisions of the General Meeting of shareholders is carried out by the Supervisory Board of the Company, unless otherwise specified in the decision and is reflected in the minutes of the meeting.

92.            Decisions of the General Meeting of shareholders are binding for all shareholders, both present and absent at the General Meeting of shareholders, insofar as it relates to them.

 

 

 

 

 

 

 

 

 

 

 

 

Якорь: #

To the Statute on

General Meeting of Shareholders

 

 

REGISTRATION LIST

of the regular (extraordinary) General Meeting of shareholders of the joint-stock company "__________________", held ___________ , "__", 201____.

FULL NAME.

(Name of shareholder)

Number of voting shares

Shareholder's signature

To be filled in if you have a representative

Заполняется при наличии представителя

FULL NAME of representative

Registration number of power of attorney

Date of issue of power of attorney

Number of voting shares

Signature of representative

1

2

3

4

5

6

7

8

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total registered participants of the General Meeting of Shareholders ______ persons possessing in aggregate __________ pcs. of voting shares

 

The presence of a quorum (as a percentage of the total number of voting shares) _______%.

 

          

                                              

Якорь: #

                                                                Якорь: #

                                                    Якорь: #

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Якорь: #



Якорь: #Якорь: #Якорь: #Якорь: #Якорь: #Якорь: #APPENDIX № 2

Якорь: #

Якорь: #

 

Якорь: #Якорь: #Якорь: #

 

Якорь: #Якорь: #Якорь: #

Якорь: # natural person) __________________________________________,

Якорь: #

Якорь: #

 

Якорь: #

 

When voting on the agenda items, one should choose one of the voting options: "for", "against" or "abstained" (ways of choosing the option: X, √ or enter the number of votes in a certain cell), except for voting on the election of members of the Supervisory Board.

 

Formulation of the issue put to vote

 

For

 

Against

 

Abstained

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The number of votes for the election of members of the Supervisory Board (the number of votes owned by you must be multiplied by the number of persons who are to be elected to the Supervisory Board of the Company ) - ________________. When doing so, you are entitled to give back the votes received in this way completely for one candidate or to distribute them among two or more candidates.

 

Formulation of the issue put to vote:

For (Number of votes cast for a candidate to the Supervisory Board)

 

 

Full name of the Candidate   to the Supervisory Board

Information on candidates of a member of the Supervisory Board

 

 

 

 

 

 

 

 

 

Якорь: #Якорь: # 

 

Surname, initials __________________________  ________________

                           (signature)

 

 

Якорь: #Якорь: #

 

 

Якорь: #* The number of the shareholder on the Registration List shall be indicated.



Якорь: #Якорь: #Якорь: #APPENDIX No. 3

Якорь: #

Якорь: #

 

 

Якорь: #Якорь: #Якорь: #NOTIFICATION

On holding an Annual (Extraordinary) General Meeting of shareholders

of the joint-stock Company "___________________"

 

Dear _________________________________________, the joint-stock company "___________________", located at the address: ___________________, contact phone: ____________, informs you that _________, "____" ,  20__ in ___ hours ___ minutes an Annual (Extraordinary) General Meeting of shareholders of our joint-stock Company will take place will take place at the address ____________________.

The List of Shareholders entitled to participate in the Annual (Extraordinary) General Meeting of shareholders will be compiled on the basis of the Register of Shareholders formed as on _______, "___" , 20__.

We bring to your attention the following agenda of the Annual (Extraordinary) General Meeting of shareholders:

1.

2.

3.

During the General Meeting of shareholders, you will be able to familiarize yourself with the following materials of the General Meeting of shareholders:

1.

2.

3.

 

To participate in the General Meeting of shareholders, shareholders will need to have a passport with them, and representatives of shareholders - the power of attorney issued in accordance with the requirements of the legislation of Uzbekistan. (For individuals - notarized, for legal entities - issued by this legal entity).

 

                                                   Supervisory Board

                                                                 Of the JSC «___________________»

 

Якорь: #Якорь: #Якорь: #

 

 

 



Якорь: #

Якорь: #

Якорь: #

 

Якорь: #

 

 

 

Якорь: #

 

Якорь: #Якорь: #

Якорь: #

Якорь: #

 

Number of shares held:

_______ pieces of simple

_______ pieces of preferred.

 

The wording of the issue subject to inclusion in the agenda of the meeting of shareholders (with the indication of the grounds for its proceeding):

_____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

 

Candidates nominated for the Supervisory Board (name, place of employment, position, number of shares of the JSC broken down by types belonging to the candidate):

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

 

Candidates nominated for membership in the Audit Commission (full name, place of employment, position, number of shares of the JSC broken down by types belonging to the candidate):

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

 

 

Candidates nominated for the Executive Body (full name, place of employment, position, number of shares of the JSC, broken down by types belonging to the candidate):

 

 

 

 

Full name ___________________                                __________________________

                                                                                               (signature, date)

Якорь: #Якорь: # 



APPENDIX No. 5

To the Statute on

General Meeting of Shareholders

 

 

 

 

 

 

Якорь: #Якорь: #

 

Якорь: #Якорь: #

Якорь: #

 

Full name of the person requesting the convocation of the meeting:

________________________________ (in case of nomination by a member of the Audit Commission, this should also be reflected in this column)

 

Number of shares owned (to be filled in case of a shareholder's demand):

_______ pieces simple

_______ pieces of preferred.

 

The content of the request (the wording of the reason for convening an Extraordinary General Meeting of shareholders):

__________________________________________________________________________________________________________________________________________________________________

 

The wording of the issue subject to inclusion in the agenda of the meeting of shareholders (indicating the reasons for its inclusion):

__________________________________________________________________________________________________________________________________________________________________

 

Candidates nominated for the Supervisory Board (name, place of employment, position, number of shares of the JSC broken down by types belonging to the candidate):

______________________________________________________________________________________________________________________________________________________________________________________________________________________________

 

 

 

Full name ___________________                                __________________________

                                                                                               (signature, date)

Якорь: #Якорь: #Якорь: # 

                                                       "APPROVED"

                                                    General Meeting of shareholders

                                                 JSC  O’ZVAGONTA’MIR

                                                     Under date of ___,__, 201_

                                             

STATUTE

ON PROCEDURE FOR ADJUSTMENT OF CONFLICTS OF INTEREST

OF THE JOINT-STOCK СOMPANY   O’ZVAGONTA’MIR

 

CONTENTS:

 

1. GENERAL PROVISIONS                                                                      

2. CONCEPTS AND DEFINITIONS USED IN STATUTE

3. QUARTER COVERED BY STATUTE

4. BASIC PRINCIPLES OF MANAGING THE CONFLICT OF INTERESTS IN СOMPANY..

5. DUTIES OF OFFICERS RELATED TO DISCLOSURE AND MANAGEMENT OF CONFLICT OF INTERESTS

6. ORDER OF DISCLOSURE OF CONFLICT OF INTEREST BY THE EMPLOYEE

7. ORDER OF SETTLEMENT AND WAYS TO ADJUST CONFLICT OF INTERESTS

8. PERSONS RESPONSIBLE FOR RECEIVING INFORMATION ON AN EMERGED CONFLICT OF INTEREST AND CONSIDERATION OF THESE INFORMATION

9. LIABILITY OF OFFICERS FOR NON-COMPLIANCE WITH STATUTE ON CONFLICT OF INTEREST

10. MEMBERS OF THE SUPERVISORY BOARD AND CORPS OF THE DIRECTORS OF THE СOMPANY, AS WELL AS THE EMPLOYEES OF THE СOMPANY, SHALL PERFORM THEIR PROFESSIONAL FUNCTIONS IN GOOD FAITH AND REASONABLE WITH DUE CARE AND DILIGENCE IN THE INTERESTS OF THE СOMPANY AND SHAREHOLDERS, AVOIDING THE CONFLICT OF INTERESTS..

11. REVEALING THE SITUATIONS THAT MAY RESULT IN CONFLICT OF INTERESTS DURING PERFORMANCE OF ACTION AND TRANSACTIONS BY THE OFFICIALS OF JSC, AND DISCLOSURE OF INFORMATION BY THEM;

12. OBLIGATIONS OF JOINT STOCK СOMPANY’S OFFICIALS TO INFORM THE SUPERVISORY BOARD ON OCURRANCE OF CONFLICT OF INTERESTS..

13. THE PROCEDURE FOR DISCLOSURE OF CONFLICT OF INTEREST AND THE ORDER OF ITS SETTLEMENT, INCLUDING POSSIBLE WAYS OF ADJUSTMENT OF AN EMERGED CONFLICT OF INTERESTS  

 

Якорь: #General Provisions

1.1. The present Statute determines the list of situations of potential and actual conflicts of interest, general prevention of conflicts of interest, behavior of an official in the event of a conflict of interest, and the procedure for taking measures to prevent and resolve conflicts of interest.

1.2. The Statute on the procedure for actions in the event of a conflict of interests in JSC O’ZVAGONTA’MIR with a state share (hereinafter referred to as "the Сompany") has been developed in accordance with the current legislation of the Republic of Uzbekistan, the Charter of the JSC O’ZVAGONTA’MIR  (hereinafter - the Сompany), the Code of Corporate Governance of the JSC and local regulatory legal acts of the Сompany.

1.3. The Statute on the procedure for actions in the conflict of interest is an internal document of the organization that establishes the procedure for identifying and resolving conflicts of interest occurring between officials of the organization in the course of their duty status.

1.4. The main objective of the Сompany's activities to prevent and settle the conflict of interests consists in limiting of the influence of private interests, personal interest of officials on the labor functions they perform and business decisions taken.

 

Якорь: #

2.1. Conflict of interest is a situation in which the personal interest (direct or indirect) of an official (representative of the organization) affects or can affect the proper performance of his / her job duties and in which there occurs or may occur a contradiction between the personal interest of the official (the representative of the organization) and the rights and legitimate interests of the organization, which could lead infliction of harm to the rights and legitimate interests, property and (or) the business reputation of the organization, the employee (representative) of which he is.

2.2. Personal interest of the official (representative of organization) is the interest of an official (representative of organization), associated with the possibility of obtaining by official (representative of organization) during performance of official duties of income in the form of money, valuables, other property or services of material nature, or other proprietary rights for himself or for third parties.

Якорь: #

3.1. Statute covers all officials of JSC «СOMPANY , regardless of the level of the position held.

3.2. Statute enforcement applies to individuals cooperating with JSC «СOMPANY  on the basis of civil law contracts, in cases when the relevant obligations are fixed in contracts with them, in their internal documents, or directly issue from the law.

 

Якорь: #

Management of the conflict of interests in Company is based on the following principles:

- mandatory disclosure of information about a real and potential conflict of interest;

- individual consideration and assessment of reputational risks for JSC «СOMPANY  in the event of revelation of each conflict of interest and its settlement;

- strict confidentiality of the process of disclosing information about the conflict of interests and its settlement;

- maintenance of the balance of interests of the Сompany and an official in the settlement of conflict of interests;

- protection of the official from prosecution in connection with the report on the conflict of interests, which was timely disclosed by the employee and settled (precluded) by the Сompany.

Якорь: #

5.1. The main duties of officials related to disclosure and settlement of a conflict of interests include:

- to be governed by interest the interests of the JSC «СOMPANY  - without regard for their personal interests, interests of their relatives and friends;

- to avoid situations and circumstances that could lead to conflict of interest;

- to disclose an emerged (real) or potential conflict of interest;

- to facilitate the settlement of an emerged conflict of interest.

Якорь: #

6.1. The JSC «СOMPANY  establishes the following types of disclosure of conflict of interests:

- disclosure of information on the conflict of interest in employment;

- disclosure of information on the conflict of interest when appointing a new position;

- one-time disclosure of information as conflicts of interest arise;

6.2. Disclosure of information about a conflict of interest shall be carried out in writing.

Initial disclosure of a conflict of interests is allowed in the oral form with subsequent fixation in writing.

Якорь: #

7.1. JSC «СOMPANY  undertakes the confidential examination of the information submitted and the settlement of the conflict of interests.

7.2. Information received shall be carefully checked by an authorized official with the purpose of assessing the seriousness of the risks arising for the JSC «СOMPANY  and choosing the most appropriate form of conflict of interest settlement.

7.3. In view of the result of consideration of the conflict of interests, the following methods of its resolution are used:

- restriction of access of an official to specific information that may concern personal interests of an official;

- voluntary refusal of an official of JSC «СOMPANY  or his removal (permanent or temporary) from participation in the discussion and decision-making process on issues that are or may be influenced by a conflict of interests;

- review and change of the functional duties of the official;

- suspension of an official from office in accordance with the Labor Code of Uzbekistan, if his personal interests are in conflict with the functional duties;

- transfer of an official to a position providing for the performance of functional duties not related to a conflict of interest in accordance with the Labor Code of the Republic of Uzbekistan;

- transfer by an employee of the property belonging to him, which is the basis for the emergence of a conflict of interests, into trust management;

- abandonment on the part of the official of his personal interest which raises conflict with the interests of the JSC «СOMPANY ;

- unsolicited dismissal of an official from JSC «СOMPANY ;

- dismissal of an official at the initiative of the employer for committing a disciplinary offense, that is for failure to perform or improper performance by an employee of the duties assigned to him due to his fault.

7.4 Management of an existing conflict of interests shall be performed through the most "soft" measure of settlement and with due regard for existing circumstances. More stringent measures should be used only if this is caused by a real need or in the event that more "soft" measures have appeared to be inconclusive.

7.5 Decision on the choice of a specific method for resolving a conflict of interests shall be done with great consideration for the importance of the personal interest of the official and the degree of probability that realization of this personal interest will be to the detriment of the interests of the JSC «СOMPANY .

Якорь: #information

8.1. The persons responsible for receiving information about arising (existing) conflicts of interest are:

 - the immediate supervisor of the structural unit of the JSC «СOMPANY , in which the employee carries out labor activity;

- the Head of Personnel Department;

- the official responsible for the implementation of anti-corruption policy.

8.2. The responsible persons shall inform the chief executive of the JSC «СOMPANY  of the conflict of interests, and the latter has the right to give binding instructions for the settlement of the current situation.

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9.1. Non-observance of the Statute on conflict of interest by employees of the JSC «СOMPANY  entails criminal, administrative, civil and disciplinary liability in accordance with the legislation of the Republic of Uzbekistan.

9.2. Persons responsible for receiving and examining reports on a conflict of interest are required to take comprehensive measures to prevent the receipt of this information by unauthorized officials of the JSC «СOMPANY  and third parties.

Non-act in regard to these measures or the fact of unauthorized access to the information obtained may become the basis for application of disciplinary measures up to dismissal of the guilty employee and recovery of material and moral damage caused to the employee and JSC «СOMPANY  in accordance with the procedure established by law.

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- Management of the current activities of the Сompany is carried out by the Director or Board of the Сompany, whose competence is determined by the Сompany's Charter. If the management of the current activities of the Сompany is carried out by the Management Board, the competence of the Head of the Board (Chairman of the Management Board) shall also be defined in the Сompany's Charter.

- In the event of early termination of the powers of a person who is a part of the Executive Body of a Сompany appointed by the General Meeting of shareholders, a temporary performance of his duties by a person determined by a resolution of the Сompany's Supervisory Board for the period until the next General Meeting of shareholders is convened.

- The competence of the Executive Body of the Сompany includes all issues related to management of the current activities of the Сompany, with the exception of matters referred to the competence of the General Meeting of shareholders or the Supervisory Board of the Сompany.

- The Director (Chairman of the Board) of the Сompany without a power of attorney acts on behalf of the Сompany, including representing his interests.

- The formation of the Executive Bodies of the Сompany and the early termination of their powers are carried out by decision of the General Meeting of shareholders, unless the Сompany's Charter addresses these issues to the competence of the Supervisory Board of the Сompany.

- Combining the function of the Director (Chairman of the Management Board) of a Сompany with a position in the management bodies of other organizations is allowed only with the sanction of the Supervisory Board of the Сompany.

- The General Meeting of Shareholders or the Supervisory Board of the Сompany, if entitled to do so according to the Сompany's Charter, have the right to terminate (cancel) the contract with the Director of the Сompany, members of the Management Board of the Сompany, trustee if they violate the terms of the contract.

- The Supervisory Board of the Сompany has the right of early termination (cancellation) of the contract with the Director of the Сompany, members of the Board of Directors of the Сompany, as well as with the trustee in case of they commit flagrant violations of the Сompany's Charter or cause losses to the Сompany by their actions (inaction).

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The Statute establishes the following duties of officials in view of the disclosure and settlement of a conflict of interests:

- when making decisions on business matters and performing their labor duties, to follow the interests of the Department - without regard for their personal interests, interests of their relatives and friends;

- to avoid (if possible) situations and circumstances that could lead to a conflict of interest;

- to disclose emerged (real) or potential conflict of interest;

- to facilitate the settlement of an emerged conflict of interests.

Officials are required to notify the Supervisory Board in written form of a conflict of interest or the possibility of its arising, as soon as he becomes aware of it, complying with the form of the Notice of Conflict of Interest (hereinafter - Notice)

The notification shall specify:

В уведомлении указывается:

a) last name, first name, patronymic of the official who sent the Notice (hereinafter - the Notifier);

b) the position of the Notifier;

c) a statement of conflict of interest;

d) the lodgement date.

  3. The notice given by the employee shall be signed by him personally.

The notification shall be registered on the day of receipt in the Journal of Notification of the occurrence of a conflict of interest (hereinafter - the Journal)

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13.1. In accordance with the provisions of this Statute, the following types of disclosure of conflicts of interest are established:

- disclosure of information on the conflict of interest during signing on;

- disclosure of information on the conflict of interest during reassignment;

- One-time disclosure of information as conflicts of interest arises;

- Disclosure of information on the conflict of interests during the annual attestations for compliance with ethical standards adopted in the JSC «СOMPANY .

13.2. Disclosure of information on a conflict of interest is carried out in writing. Initial disclosure of the conflict of interests is allowed to be verbalized with further fixation in writing.

13.3. The person responsible for receiving information on emerged (existing) conflicts of interest shall be appointed from among the officials by the manager of the Department.

13.4. The submitted notifications shell be reviewed by the Commission for Compliance with the Requirements for Service Behavior and Conflict of Interest.

13.5. The Department undertakes to maintain confidentiality of the information submitted and to adjust conflicts of interest.

13.6. The information received must be carefully checked by an authorized official in order to assess the severity of the risks that arise for the Department and to choose the most appropriate form to adjust the conflict of interest.

13.7. Based on the results of the verification of the information received, it should be determined whether the present situation (the situation that may arise) is specified as the conflict of interests or not.

A situation that is not a conflict of interest does not need special ways of settling.

13.8. In the event that a conflict of interest occurs, the following methods of its resolution can be used:

- restriction of access of an official to specific information that may concern private interests the personal interests of an official;

- voluntary refusal of the Department official or his removal (permanent or temporary) from participation in the discussion and decision-making process on issues that are or may be influenced by a conflict of interests;

- review and change of the functional duties of the official;

- suspension of an official from office, if his personal interests are in conflict with the functional duties;

- transfer of an official to a position providing for the performance of functional duties not related to a conflict of interest;

- transfer by an employee of the property belonging to him, which is the basis for the emergence of a conflict of interests, into trust management;

- abandonment on the part of the official of his personal interest which raises conflict with the interests of the Department;

- unsolicited dismissal of an official;

- dismissal of an official at the initiative of the employer for committing a disciplinary offense, that is for failure to perform or improper performance by an employee of the duties assigned to him due to his fault.

By agreement of the Department and an official who disclosed information about the conflict of interests, other forms of its settlement can be found.

13.9. Management of an existing conflict of interests shall be performed through the most "soft" measure of settlement and with due regard for existing circumstances. More stringent measures should be used only if this is caused by a real need or in the event that more "soft" measures have appeared to be inconclusive.

Decision on the choice of a specific method for resolving a conflict of interests shall be done with great consideration for the importance of the personal interest of the official and the degree of probability that realization of this personal interest will be to the detriment of the interests of the Department.Text here....