“APPROVED”

at the General Meeting of Shareholders

JSC “O’ZVAGONTA’MIR”

June 26, 2018

CHARTER

of the joint-stock company "O'ZVAGONTA'MIR"

I. GENERAL PROVISIONS

Company name, legal status, address and email address

1.1. Community Name:

  • In the official language of the Republic of Uzbekistan: in full – “O’ZVAGONTA’MIR” aksiyadorlik jamiyati; in short – “O’ZVAGONTA’MIR” AJ;
  • In Russian: full name – Joint Stock Company ” O’ZVAGONTA’MIR “; abbreviated – JSC ” O’ZVAGONTA’MIR “.

1.2. Open Joint Stock Company “UZTAMIRVAGON” (hereinafter – the company) was reorganized on the basis of resolutions of the Cabinet of Ministers of the Republic of Uzbekistan dated March 3, 2001 No. 108 and March 9, No. 119, Order of the State Committee of the Republic of Uzbekistan on State Property dated June 28, 2002 No. 184 on the basis of the unitary enterprise “UZTAMIRVAGON”.

1.3. On the basis of the Law of the Republic of Uzbekistan dated 06.05.2014 No. URP – 370 “On amendments and Additions to the Law of the Republic of Uzbekistan dated 26.04.1996 No. 223-I “On Protection of the rights of joint Stock companies and shareholders” and the decision of the General meeting of shareholders of the company dated June 20, 2014, the open joint stock company “O’ZVAGONTA’MIR” was transformed into The open joint-stock company has been transformed into the joint-stock company “O’ZVAGONTA’MIR”.

1.4. The Company carries out its activities in accordance with the current legislation of the Republic of Uzbekistan and this Charter.

1.5. The Company is a legal entity, has separate property accounted for on its independent balance sheet, including property transferred to its authorized fund (authorized capital), has the right in accordance with the established procedure to open accounts and other bank accounts in banks located on the territory of the Republic of Uzbekistan and abroad, to acquire and carry out from property and personal non-property rights in his name. debtor, be a plaintiff and a defendant in court.

1.6. The Company may open branches, branches and representative offices that operate on the basis of the rules approved by it.

1.7. The Company may have subsidiaries and affiliated companies, enterprises that have the rights of a legal entity. Relations between the company and subsidiaries, enterprises are regulated by the current legislation and this Charter.

1.8. The Company has the right to have a round seal, stamps and letterheads with the full (abbreviated) name and address in the state language, its emblem, as well as a trademark registered in accordance with the established procedure and other proprietary designations.

1.9. Postal and legal address of the company: Republic of Uzbekistan, 100073, Tashkent city, Yashnabad district, Ferghana Road

163 3rd lane, email address – uzvagontamir@mail.ru also uzvagontamir@railway.uz n.

II. OBJECTIVES AND ACTIVITIES OF THE COMPANY

2.1. The main purpose of the company’s activities is to make a profit.

2.2. The company’s activities are:

* maintenance, depot and overhaul and modernization of all types of freight, passenger cars and containers;

* repair and modernization of components and parts of rolling stock;

* carrying out design and research work on the development of modern technologies;

* development of the necessary regulatory and technical documents for car building activities;

* implementation of environmental protection measures and introduction of environmentally friendly technologies;

* develop import from abroad and local production of components, parts, spare parts necessary for repair;

* provision of services to the population and enterprises in the field of housing and communal services, transport and trade;

* production and sale of consumer goods and construction materials;

* blurring and preparation of non-standard equipment for all types of vehicles;

* testing of individual parts of rolling stock;

* execution of construction and installation, construction and repair, installation and commissioning works, equipment re-equipment and other contract works;

* development and implementation of advanced technologies in production;

* placement of communication and computer communication systems, installation, repair and maintenance of household and complex electronic and office equipment;

* implementation of wholesale and trading activities;

* Collection, procurement, processing and sale of various industrial waste, secondary raw materials and household waste in the form of semi-finished products and finished products;

* provision of marketing, agency and other services;

* organization of paid training courses;

* organization and operation of commercial stores;

* organization and holding of exhibitions, auctions and presentations;

* engage in agriculture, animal husbandry and poultry farming, as well as store, ship and sell their products;

  • organization of public catering;

* foreign economic activity;

* Implementation of other types of activities and services that do not contradict the legislation of the Republic of Uzbekistan.

2.3. The Company may engage in any type of activity not prohibited in the documents + onun and not specified in the constituent documents + onun, in accordance with the procedure established in the documents + onun. All types of activities are carried out after obtaining a license in accordance with the procedure established by law, with a special permit (license) required for its implementation.

 

III. THE SIZE OF THE AUTHORIZED FUND (AUTHORIZED CAPITAL) SOCIETY, THE ORDER OF ITS INCREASE AND DECREASE

3.1. The authorized fund (authorized capital) of the company consists of the nominal value of the company’s shares acquired by the shareholders and is expressed in the national currency of the Republic of Uzbekistan. The nominal value of all shares issued by the company will be the same.

3.2. The authorized fund (authorized capital) of the company determines the minimum amount of the company’s property that guarantees the interests of the company’s creditors.

3.3. The value of the authorized fund is set at 2.968.227.000 (two billion nine hundred sixty-eight million two hundred twenty-seven thousand) soums divided into 2.968.227 shares, including:

– Joint Stock Company “Uzbekistan Temir Yullari” –

90 percent (Resolution of the Cabinet of Ministers of the Republic of Uzbekistan dated 28.10.2009 No. 286), 2.671.404.000 Soums, 2.671.404 shares.;

– to the labor collective and employees of Uzbekistan Temir Yullari JSC – 10 percent, 296.823.000 soums, 296.823 pcs-divided into shares.

 

Increase in the authorized capital

 

3.4. The authorized fund (authorized capital) of the company may be increased by placing additional shares.

3.5. Until then, shares may be placed by the company only within the limits of the number of declared shares established by the company’s charter.

3.6. Decisions on increasing the authorized fund (authorized capital) of the company and on making appropriate amendments to the charter of the company are made by the general meeting of shareholders or the Supervisory Board of the company, if in accordance with the charter of the company or the decision of the general meeting of shareholders, the supervisory board of the company is entitled to make such decisions.

 

Reduction of the authorized capital

 

3.7. The authorized fund (authorized capital) of the company may be reduced by reducing the nominal value of shares or reducing the total number of shares, including by acquiring shares by the company with the subsequent liquidation of part of the shares.

3.8. The Company has no right to reduce the authorized fund (authorized capital) if, as a result, its size decreases to the minimum size of the authorized fund (authorized capital) of the company established by law, determined on the date of state registration of the relevant amendments to the charter of the company.

IV. NUMBER, NOMINAL VALUE, TYPES OF SHARES OF THE COMPANY

4.1. The Company has issued 2,968,227 shares with a nominal value of 1,000 soums each, with a common owner, with a total value of 2,968,227,000 soums.

4.2. The procedure for circulation, registration, placement and accounting of the company’s securities is determined in accordance with the current legislation and this Charter.

4.3. The Company has the right to issue shares, bonds and other securities not prohibited by the legislation of the Republic of Uzbekistan.

4.4. For the first issued shares, shareholders may pay their contributions only in cash, and for the following issued shares – in the following ways: in monetary terms (in Soums or in foreign currency); in the form of various property; in the form of securities.

4.5. The Company’s shareholders have a preferential right to purchase newly issued shares. If the newly issued shares are not sold between the shareholders and employees of the company, the remaining shares will be distributed by free sale on stock exchanges. When the company places shares and equity securities convertible into shares, the remuneration for which is paid in cash, shareholders who own voting shares have the right to their preferential acquisition in an amount proportional to the number of shares of this type owned by them.

4.6. The Registrar shall keep a register of shareholders, indicate in the register the number, nominal value of securities owned by them and the category of securities owned by them.

4.7. A shareholder’s participation in the general meeting of shareholders, receipt of dividends and exercise by the issuer of other rights provided for by law when performing corporate actions are carried out on the basis of the register of shareholders of the company formed as of the established date.

4.8. A person who has become the owner of 50 percent or more of the company’s shares, if he previously did not own shares of this company or owned less than 50 percent of the shares, is obliged to announce to the remaining owners of shares an offer to sell them shares at market value within thirty days. In case of receipt within thirty days from the date of publication of the written consent of the shareholder for the sale of shares owned by him, the owner of 50 percent or more of the company’s shares is obliged to purchase these shares.

 

V. RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

5.1. Each ordinary share of the company gives the shareholder, that is, its owner, equal rights.

5.2. Shareholders who own ordinary shares, in accordance with the law and the Articles of Association of the company, may participate in the general meeting of shareholders with the right to vote on all issues within the competence of this meeting, as well as receive dividends, and in case of liquidation of the company – part of the company’s property in accordance with their share.

5.3. Shareholders have the right to:

– entry into the register of shareholders of the relevant company;

– obtaining a relative statement from the deposit account in the depository;

– receiving a part of the company’s profit in the form of dividends;

– receive a part of the property in accordance with their share in the event of liquidation of the company;

– participation in the management of the company by voting at general meetings of shareholders;

– obtaining, in accordance with the established procedure, complete and reliable information on the results of the company’s financial and economic activities;

– freely dispose of the received dividend;

– protection of their rights in the authorized state body for the regulation of the securities market, as well as in court;

– to demand compensation for the damage caused to him in accordance with the established procedure;

– association in associations and other non-governmental non-profit organizations in order to represent and protect their interests;

– has the right to insure risks associated with the possibility of losses when receiving securities, including lost profits.

5.4. The establishment of restrictions on the transfer of shares to another person does not deprive the shareholder – owner of these shares of the right to participate in the management of the company and receive dividends on them in accordance with the procedure established by this Law.

5.5. Obligations of shareholders:

– payment of shares in the manner, quantity and methods provided for by this Charter;

– participation in the management of the company in accordance with the procedure provided for by this Charter and the Law of the Republic of Uzbekistan dated 26.04.1996 No. 223-I “On Joint Stock Companies and Protection of Shareholders’ Rights” (hereinafter- the Law) ;

– Subordination to the decisions of the company’s management bodies within the limits provided for by this Charter;

– Not to disclose confidential information about the company’s activities.

 

VI. PROCEDURE FOR THE FORMATION OF RESERVE AND OTHER FUNDS

6.1. At the expense of the company’s net profit in the amount of 15% of the authorized fund (authorized capital)

6.2. The reserve fund of the company is formed by mandatory annual deductions from net profit until the amount established by the charter of the company is reached. The amount of annual deductions is stipulated by the company’s charter, but may not be less than five percent of net profit until the amount established by the company’s charter is reached.

6.3. In the absence of other funds, the company’s reserve fund is intended to cover the Company’s losses, the issue of the Company’s corporate bonds from circulation, the payment of dividends on preferred shares, and the repurchase of the company’s shares.

6.4. The reserve Fund of the company may not be used for other purposes.

6.5. The Company may provide for the creation of other funds.

6.6. The value of the company’s net assets is determined according to accounting data as the difference between the total amount of assets and liabilities of the company.

 

VII. PROCEDURE FOR DISTRIBUTION AND PAYMENT OF DIVIDENDS

7.1. A dividend is a part of the company’s net profit, which is distributed among the shareholders.

7.2. The Company is obliged to pay declared dividends for each type of shares.

7.3. Dividends may be paid by resolution of the General Meeting of Shareholders in cash or other legal tender or securities of the company.

7.4. The dividend is distributed among the shareholders in proportion to the number and type of shares owned by them.

7.5. Based on the results of the financial year, the company has the right to make a decision on the payment of dividends on outstanding shares.

7.6. The decision on the payment of dividends for each type of shares, the amount of the dividend, the form and procedure of its payment is made by the General Meeting of Shareholders on the basis of the financial statements, if there is a recommendation of the Supervisory Board of the company, an audit opinion on the reliability of the financial statements. The amount of dividends may not exceed the amount recommended by the Supervisory Board of the company.

7.7. Dividends are paid out of the company’s net profit remaining at the disposal of the company and (or) retained earnings of previous years.

7.8. The terms and procedure for payment of dividends are determined by the decision of the general meeting of shareholders of the company. The term of payment of dividends must be no later than sixty days from the date of such a decision.

7.9. The dividend that has not been claimed for three years by the owner or the legal successor of the owner or the heir remains at the disposal of the company by decision of the general meeting of shareholders.

7.10. Persons registered in the register of shareholders of the company formed for holding the general meeting of shareholders at which the decision on payment of dividends to shareholders was made have the right to receive dividends on shares.

7.11. Restrictions on the payment of dividends, the Company:

– if at the time of payment of dividends there were signs of bankruptcy in the company or as a result of payment of dividends, such signs appeared in the company;

– does not have the right to make decisions on the payment of dividends on shares and to pay dividends if the value of the company’s net assets is less than the amount of its authorized fund (authorized capital) and reserve fund.

7.12. Upon liquidation of the circumstances specified in paragraph above, the company is obliged to pay accrued dividends to shareholders.

7.13. The Company announces the amount of dividends without taking into account taxes levied on them.

7.14. The Company publishes information on the amount of dividends paid on the official websites of the authorized state body for securities market regulation and the company within the time limits established by law.

7.15. Taxation of dividends is carried out in accordance with tax legislation and may provide for tax benefits.

 

VIII. GENERAL MEETING OF SHAREHOLDERS AND ITS POWERS

8.1. The management bodies of the company are the General Meeting of Shareholders, the Supervisory Board and the executive body.

8.2. The General Meeting of Shareholders is the supreme governing body of the company.

8.3. 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 – one of the members of the Supervisory Board of the company.

8.4. The Company is obliged to hold an annual (regular) general meeting of shareholders annually. The Annual General Meeting of Shareholders is held no later than six months after the end of the year. The next (annual) general meeting of shareholders of the company is held annually, as a rule, in May or June.

The Annual General Meeting of Shareholders considers the election of the Supervisory Board and the Audit Commission (auditor) of the company, as well as the annual report of the company, reports of the executive body of the company and the Supervisory Board on measures taken to achieve the company’s development strategy and other documents.

8.5. General Meetings of Shareholders held in addition to the Annual General Meeting of Shareholders are extraordinary.

8.6. The date and procedure of the General Meeting of Shareholders, the procedure for notifying shareholders of the meeting, the list of materials (information) provided to shareholders in preparation for the general Meeting of Shareholders are determined by the Supervisory Board of the Company.

8.7. The competence of the General Meeting of Shareholders includes:

– reorganization of the company;

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

– determination of the number of members of the supervisory board of the company and the committee of minority shareholders, election of their members and early termination of the powers of members;

– receiving shares;

– approval of the organizational structure of the company;

-election of members of the audit commission (auditor) of the company and early termination of their powers, as well as approval of the Regulations on the Audit commission (auditor) of the company;

– approval of the annual report and the annual business plan of the company, as well as a strategy with clear deadlines for the development of the company for the medium and long term, based on the main directions and objectives of the company’s activities;

– distribution of the Company’s profits and losses;

– hearing the reports of the supervisory board of the company and the conclusions of the audit commission (auditor) of the company on issues within its competence, including compliance with the statutory requirements for the management of the company;

– approval of the regulations of the general meeting of shareholders;

– splitting and scaling of shares;

– resolution of other issues in accordance with the legislation.

8.8. Resolutions of the General Meeting of Shareholders:

– on issues put to the vote at the general meeting of shareholders, shareholders who own ordinary shares of the company have the right to vote.

– the decision of the general meeting of shareholders on the issue put to the vote is adopted by a majority (simple majority) of the votes of the shareholders participating in the meeting who are the owners of the voting shares of the company.

– the adopted decisions, as well as the results of voting, are brought to the attention of shareholders no later than thirty days from the date of their adoption.

8.9. The notice of the general meeting of shareholders is published on the official website of the company, in the mass media no later than seven days, but no later than thirty days before the date of the general meeting of shareholders, and is also sent to shareholders by e-mail.

8.10. Putting proposals on the agenda. Shareholders (shareholder) holding in aggregate at least one percent of the company’s voting shares are obliged to submit proposals on profit distribution, on the appointment of a management and control body to the supervisory board and the audit commission of the company (with the possibility) to the agenda of the Annual General Meeting of Shareholders no later than thirty days after the end of the financial year of the company replacement before the general meeting) in an amount not exceeding to nominate candidates in accordance with the procedure established by the legislation of the Kyrgyz Republic.

8.11. When preparing for the general meeting of shareholders, the Supervisory Board of the company, and in the cases provided for by Part eleven of Article 65 of the Law, determines the persons convening the general meeting::

– Date, Time and place of the general meeting;

– agenda of the General Meeting;

– the date of formation of the register of shareholders of the company for the general meeting;;

– the procedure for notifying shareholders and the representative of the state about the holding of the general meeting;;

– a list of information (materials) provided to shareholders and a representative of the state in preparation for the general meeting;;

– the form and text of the ballot.

8.12. The date of the general meeting of Shareholders may not be set for less than ten or more than thirty days from the date of the decision on its holding.

8.13.An extraordinary General Meeting of Shareholders is held by decision of the Supervisory Board of the Company on its own initiative on the basis of a written request of the Audit commission (Auditor), as well as a written request of a shareholder (shareholders) holding at least five percent of the company’s voting shares as of the date of the written request.

8.14. The convocation of an Extraordinary General Meeting of Shareholders at the written request of the audit commission (auditor) of the company or a shareholder (shareholders) holding at least five percent of the voting shares of the company is carried out by the Supervisory Board of the company no later than thirty days from the date of submission of a written request to hold an extraordinary General Meeting of Shareholders.

8.15. Counting commission. In order to count votes, register shareholders for participation in the general meeting of shareholders, as well as distribute ballots for voting, the Supervisory Board of the company creates an accounting commission, the number and personal composition of whose members are approved by the general meeting of shareholders.

8.16. The counting commission must include at least three people. The accounting commission may not include members of the Supervisory Board of the company, members of the audit commission (Auditor) of the company, the director of the company, members of the Management Board of the company, the trustee, as well as persons nominated for these positions. The Counting Commission determines whether there is a quorum at the general meeting of shareholders.

8.17. The right to participate in the general meeting of shareholders is exercised by the shareholder personally or through his representative.

8.18. Quorum of the General Meeting of Shareholders. If, at the time of completion of registration, shareholders (their representatives) with more than fifty percent of the votes of the total number of outstanding voting shares of the company are registered to participate in the general meeting of shareholders, then the general meeting of shareholders is competent (has a quorum).

8.19. In the absence of a quorum for the general meeting of shareholders, the date of the repeated general meeting of shareholders is announced. When holding a repeated general meeting of shareholders, it is not allowed to change the agenda.

8.20. A repeated general meeting of shareholders is eligible if, at the time of completion of registration, shareholders (their representatives) holding more than forty percent of the total number of outstanding voting shares of the company are registered to participate in the repeated general meeting of shareholders convened instead of the failed meeting of shareholders.

8.21. Voting at the general meeting of shareholders is carried out on the principle of “one voting share of the company — one vote”, except in cases of cumulative voting on the election of members of the Supervisory Board of the company.

8.22. Voting bulletin. Voting on the agenda items at the general meeting of shareholders is carried out by voting by ballots.

8.23. Counting of votes during voting. The votes cast on this issue are taken into account when voting on which issue the voter left only one of the possible voting options. Voting ballots filled out in violation of this requirement shall be deemed invalid, and votes cast on the issues contained therein shall not be taken into account.

8.24. Protocol on the results of voting. Based on the results of voting, the counting commission draws up a protocol on the results of voting, which includes information on the presence of a quorum of the general meeting of shareholders and is signed by the members of the counting commission. After drawing up the protocol on the results of voting and signing the minutes of the general meeting of shareholders, the voting ballots are sealed by the counting commission and transferred to the company’s archive for storage.

 

IX. THE SUPERVISORY BOARD OF THE COMPANY AND ITS POWERS

9.1. The Supervisory Board of the Company carries out general management of the company’s activities.

9.2. By decision of the General Meeting of Shareholders, members of the Supervisory Board of the company may be paid remuneration for the period during which they perform their duties and (or) reimbursed for expenses related to the performance of duties of a member of the Supervisory Board. The amounts of such remuneration and payments are established by a decision of the General Meeting of Shareholders.

9.3. The competence of the Supervisory Board of the Company includes:

– identification of priority areas of the company’s activities by regularly hearing the report of the company’s executive body on the measures taken to achieve the company’s development strategy;

– convocation of annual and extraordinary general meetings of shareholders;

– preparation of the agenda of the General Meeting of Shareholders;

– setting the date, time and place of the general meeting of shareholders;

– establishment of the date of formation of the register of shareholders of the company for notification of the general meeting of shareholders;

– organization of the establishment of the market value of the property;

– approval of the charter defining the procedure for the appointment and activities of a corporate consultant, if the company’s charter provides for the introduction of such a position;

– organization of the internal audit service and appointment of its employees, as well as hearing its reports quarterly;

– free access to any documents related to the activities of the executive body of the company, and receipt of these documents from the executive body of the company to perform the tasks assigned to the supervisory board of the company. The Supervisory Board of the Company and its members may use the received documents only for official purposes;

– making a decision on conducting an audit, on setting the maximum amount of payment for an audit organization and its services;

– to make recommendations to the members of the audit commission (Auditor) of the company regarding the amount of remuneration and compensation paid;

– to make recommendations on the amount of the dividend, the form and procedure of its payment;

– use of the Reserve Fund and other funds of the company;

– establishment of branches and opening of representative offices of the company;

– creation of subsidiaries and dependent business entities of the company;

– making a decision on concluding transactions in cases stipulated by Chapters 8 and 9 of the Law (large transaction and transaction with affiliated persons;

– conclusion of transactions related to the company’s participation in commercial and non-commercial organizations in accordance with the procedure established by law;

– making a decision on the redemption of corporate bonds of the company.

– resolution of issues on increasing the authorized fund (authorized capital) of the company, as well as on making amendments and additions to the charter of the company related to increasing the authorized fund (authorized capital) of the company;

– setting the price of the placement of shares (issue on the stock exchange market and organized over-the-counter securities market) in accordance with Article 34 of the Law;

– making a decision on the issue of corporate bonds by the company, including bonds convertible into shares;

– making a decision on the issue of derivative securities;

– conclusion of an agreement with the head of the sole executive body of the company (the general director), extension of the term of the agreement with him, its reorganization or termination, early termination of the powers of the general director;

– the appointment of the general director of the company by the decision of the supervisory board of the company can be carried out, as a rule, on the basis of qualification selection, in which foreign managers can participate;

– establishment of the amount of remuneration and compensation paid to the executive body;

– making a decision on the redemption of corporate bonds of the company;

– approval of the company’s annual business plan.

9.4. The competence of the Supervisory Board of the company may also include the resolution of other issues in accordance with the law and the charter of the company.

9.5. Issues referred to the competence of the Supervisory Board of the company cannot be transferred to the executive body of the company for resolution.

9.6. Election of members of the Supervisory Board of the Company. The members of the Supervisory Board of the company are elected by the General Meeting of Shareholders for a period of one year in accordance with the procedure provided for by law and this Charter.

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

9.8. Members of the Management Board and the Director of the company may not be elected to the Supervisory Board of the company.

9.9. Members of the Supervisory Board of the company may not be persons working under an employment contract in the same company.

9.10. The Supervisory Board of the Company consists of 9 members.

9.11. The election of members of the Supervisory Board of the company is carried out by cumulative voting. Candidates with the highest number of votes are considered elected to the Supervisory Board of the company.

9.12. The Chairman of the Supervisory Board of the company is elected by the members of the Supervisory Board from this board by a majority vote of the total number of members of the Supervisory Board.

9.13. In the absence of the Chairman of the Supervisory Board of the company, his functions are performed by one of the members of the Supervisory Board.

9.14. A meeting of the Supervisory Board of the company is convened by the Chairman of the Supervisory Board on his own initiative, at the request of the Supervisory Board, the audit commission (auditor) of the company, a member of the executive body. Holders of the company’s ordinary shares in the amount of at least 1 percent have the right to request the convening of a meeting of the Supervisory Board and make proposals on the agenda.

9.15. The quorum for holding a meeting of the Supervisory Board of the company may not be less than seventy-five percent of the members elected to the Supervisory Board of the company.

9.16. The minutes of the meeting of the Supervisory Board of the company are signed by the members of the Supervisory Board of the company present at the meeting, who are responsible for the correctness of the minutes of the meeting.

9.17. The Supervisory Board carries out its activities on the basis of the current legislation and this Charter and the regulations on the Supervisory Board of the company approved by the general meeting of shareholders of the company.

 

X. EXECUTIVE BODY OF THE COMPANY

10.1. The General Director of the Company manages the day-to-day activities of the Company.

10.2. Issues of hiring, dismissal of the General Director of the company, establishment of wages and bonuses, payment of surcharges, application of disciplinary penalties and their cancellation are carried out on the basis of decisions of the Supervisory Board of the company.

10.3. The competence of the company’s executive body includes all issues related to the management of the company’s day-to-day operations, with the exception of issues referred to the competence of the general meeting of Shareholders or the Supervisory Board of the company.

10.4. The Executive Body of the Company organizes the implementation of decisions of the General meeting of Shareholders and the Supervisory Board of the company.

10.5. The General Director of the company acts on behalf of the company without a power of attorney, including representing its interests, concludes transactions on behalf of the company, appoints the head of a branch or representative office of the company, approves the staffing table, issues orders and gives instructions that are mandatory for all employees of the company.

10.6. The rights and obligations of the General Director of the company are determined, respectively, by the current legislation and the charter of the company, as well as by the contract concluded by each of them with the company for a period of one year, and a decision is made annually on the possibility of extending the term of the contract or its termination. The Contract is signed on behalf of the company by the Chairman of the Supervisory Board of the company or by a person authorized by the Supervisory Board. The contract concluded with the General Director of the company should provide for their responsibilities to improve the efficiency of the company’s activities, as well as the frequency of submission by the General meeting of Shareholders and the Supervisory Board of the company of reports on the progress of the company’s annual business plan.

10.7. The amount of remuneration to the General Director of the company, the terms of its payment will directly depend on the effectiveness of the company’s activities and will be determined by the contract.

 

XI. COMMITTEE OF MINORITY SHAREHOLDERS OF THE COMPANY

11.1. In order to protect the rights and legitimate interests of minority shareholders, a committee of minority shareholders may be established in the company from among them.

11.2. Proposals for candidates to the committee of minority shareholders are submitted to the company in the manner and within the time limits provided for making proposals for candidates to the Supervisory Board of the company.

11.3. The election of members of the committee of minority shareholders is attended by shareholders who are present at the general meeting of shareholders and have not nominated candidates to the Supervisory Board of the company or have not elected candidates to the supervisory Board at the ongoing general meeting of shareholders.

11.4. The committee of minority shareholders may not include the General Director of the company, members of the Management Board, as well as persons elected to the Supervisory board and the audit commission (auditor) of the company.

11.5. The competence of the committee of minority shareholders includes:

participation in the preparation of proposals on the conclusion of major transactions and transactions with affiliated persons submitted for consideration by the general meeting of shareholders or the supervisory board of the company;

consideration of appeals of minority shareholders related to the protection of their rights and legitimate interests;

making appeals to the authorized state body for securities market regulation on the protection of the rights and legitimate interests of minority shareholders;

consideration of other issues in accordance with the legislation and the charter of the company.

11.6. Decisions of the committee of minority shareholders are made by a simple majority of votes. Meetings of the committee of minority shareholders are authorized in the presence of at least three-quarters of the persons elected to its quantitative composition. Shareholders, including minority shareholders, may enter into a shareholder agreement to form a joint position when voting.

11.7. The number of members of the committee of minority shareholders is set at 7 people.

11.8. The Committee of Minority Shareholders reports annually to the General Meeting of Shareholders on the decisions taken.

11.9. The Chairman of the committee of minority shareholders is elected from this committee by a majority vote of the members of the committee of minority shareholders.

11.10. The Chairman of the Committee of Minority Shareholders has the right to use the company’s documents on all matters falling within the competence of the Committee of Minority Shareholders.

11.11. The procedure for the activities of the committee of minority shareholders is approved by the authorized state body for securities market regulation.

11.12. The Committee of Minority Shareholders has no right to interfere in the economic activities of the company.

11.13. Interference of the Supervisory board of the company or the executive body in the activities of the committee of minority shareholders is not allowed.

 

XII. CONCLUSION OF LARGE TRANSACTIONS BY THE COMPANY

12.1. A transaction related to the possibility of the company receiving property or transferring it to another person or transferring property to another person (including a loan, loan, pledge, surety), or several transactions related to each other, if the book value of the property transferred to another person or acquired property is determined based on the value of the property for which it is accepted the decision to conclude such transactions. a major transaction is considered completed if, as of the date of completion, the company accounts for more than fifteen percent of its net assets, with the exception of transactions made in the course of conducting daily business activities and transactions related to the placement of shares and other securities.

12.2. The decision to conclude a major transaction with property, the book value or acquisition value of which, as of the date of the decision to conclude the transaction, is from fifteen to fifty percent of the company’s net assets, is taken by the members of the Supervisory Board of the company unanimously, without taking into account the votes of the members who left the supervisory board.

12.3. In case of failure to reach the consent of the Supervisory Board of the Company on the issue of concluding a major transaction, the issue of concluding a major transaction may be submitted to the decision of the General meeting of Shareholders by the decision of the Supervisory Board.

12.4. The decision to conclude a major transaction in respect of property, the book value or acquisition value of which, as of the date of the decision to conclude the transaction, is more than fifty percent of the company’s net assets, is adopted by the General Meeting of Shareholders.

12.5. A major transaction is made by the executive body of the company after the general meeting of shareholders or the supervisory board makes a decision on this transaction.

 

XIII. CONCLUSION OF TRANSACTIONS WITH AFFILIATED PERSONS OF THE COMPANY

13.1. Persons interested in making a transaction by the company are recognized as affiliated persons in relation to this company.

13.2. affiliated persons of the company are recognized as:

1) a legal entity owning twenty percent or more of the shares of this company;

2) an individual who, together with close relatives, owns twenty percent or more of the shares of this company;

3) a member of the supervisory board of this company, a person exercising the powers of the general director of the company or a member of the management board of the company;

4) which legal entity owns twenty percent or more of the authorized capital of this company;

5) the same person who owns twenty or more percent of the authorized capital of a given company is a legal entity that owns twenty or more percent of the authorized capital;

6) the same individuals and their close relatives who make up at least one third of the members of the supervisory board of this company, and the same legal entities whose close relatives make up at least one third of the members of the supervisory board of this company;

7) the general director or the same person who is a member of the management board of this company, or his close relatives, is a legal entity in respect of which this legal entity performs the functions of the head of the executive body;

8) a person who, together with close relatives, makes up at least one third of the supervisory board of this company is a legal entity in respect of which it performs the functions of the head of the legal entity or a member of the executive body;

13.3. affiliated persons of a shareholder-an individual who is an affiliated person of the company are recognized as:

1) which legal entity and its close relatives own twenty percent or more of the authorized capital of this individual;

2) which legal entity is a member of the supervisory board of this shareholder or his close relatives;

3) this is a legal entity in which this shareholder or his close relatives exercise the powers of a member of the executive body.

13.4. Information about the transaction with an affiliated person of the company contained in the written notification of the party about the upcoming transaction is studied by the executive body of the company and the internal audit service. The research by the executive body of the company is carried out within three working days after receiving a written notification.

13.5. The Supervisory Board of the company studies the information about the transaction concluded with the affiliated person and makes a decision on the transaction no later than fifteen days from the date of receipt of the written notification of the affiliated person to the company.

13.6. If two or more members of the Supervisory Board of the company are affiliated persons, the decision on the transaction is made by the General Meeting of Shareholders in accordance with the procedure and terms established by this Law.

13.7. An affiliated person of the Company is not entitled to participate in the discussion and does not have the right to vote when the Supervisory Board of the company or the general meeting of shareholders makes a decision on this transaction.

13.8. The decision to approve a transaction concluded with an affiliated person is made by the members of the Supervisory Board of the company present at the meeting unanimously or by a qualified majority of votes of shareholders participating in the general meeting of shareholders.

13.9. If, as a result of any transaction concluded with an affiliated person, damage has been caused to the company or damage may be caused as a result of this transaction in the future, the shareholder has the right to apply to the court with an application for invalidation of this transaction directly or through authorized state bodies, which have the right to act as plaintiffs from the name of the shareholder.

13.10. Exceptions when making transactions with an affiliated person

13.11. The above rules do not apply to:

transactions in which all shareholders of the company are interested;

transactions made for the production and economic needs of the company include, if the subject of the transaction are strategic types of monopoly products, material and technical resources, the sale of which, in accordance with the legislation, a special procedure is established;

transactions made through the exchange and auction include, if the subject of the transaction are raw materials and materials used by the company for production and economic needs, as well as finished products produced by the company;

when the company receives the outstanding shares;

when carrying out procedures for the reorganization of the company;

when placing shares between shareholders;

when selling securities on the stock market and organized over-the-counter securities market.

 

XIV. ACCOUNTING AND FINANCIAL STATEMENTS OF THE COMPANY

14.1. The Company is obliged to keep accounting records and submit accounting statements in accordance with the procedure established by law.

14.2. The company’s executive body is responsible for the organization, condition and reliability of accounting in the company, for timely submission of annual reports and other financial statements to the relevant authorities, as well as information on the company’s activities submitted to shareholders, creditors on the company’s official website and in the mass media.

14.3. The accuracy of the information in the accounting statements, balance sheet, profit and loss account specified in the company’s accounting statements and submitted to the general meeting of shareholders must be confirmed by an audit organization whose property interests are not related to the company or its shareholders.

14.4. The Company’s annual report must be approved in advance by the Supervisory Board of the Company no later than ten days from the date of the Annual General Meeting of Shareholders;

14.5. The Company is obliged to publish annual financial statements prepared in accordance with international Financial Reporting standards after it conducts an external audit in accordance with international auditing standards, at least two weeks before the date of the Annual General Meeting of Shareholders.

 

XV. THE COMPANY’S AUDIT COMMISSION AND CORPORATE CONSULTANT

15.1. Audit Commission (Auditor). In order to exercise control over the financial and economic activities of the company, in accordance with the company’s charter, the General Meeting of Shareholders elects an audit commission (Auditor) for a period of one year.

15.2. Qualification requirements for the company’s Auditor or members of the audit commission are established by the general meeting of Shareholders. The same person may not be elected to the audit commission (audit commission) of the same company more than three times in a row.

15.3. The scope of powers of the audit commission (auditor) of the company is determined by law and this Charter.

15.4. The procedure for the activities of the audit commission (auditor) of the company is determined by the Regulations approved by the General Meeting of Shareholders.

15.5. At the written request of the audit commission (auditor) of the company, persons holding positions in the executive body of the company are obliged to submit to the audit commission (Auditor) documents on the financial and economic activities of the company.

15.6. The company’s auditor or members of the audit commission may not simultaneously be members of the Supervisory Board of the company, as well as work under an employment contract in the same company.

15.7. The audit of the financial and economic activities of the company is carried out at the initiative of the audit commission (Auditor), the general meeting of shareholders, the Supervisory Board of the company or at the request of a shareholder (shareholders) holding at least five percent of the voting shares of the company, based on the results of activities within one year or another period with prior notification of the Supervisory Board of the company.

15.8. In order to monitor compliance with the corporate legislation of the Republic of Uzbekistan, the position of a corporate adviser may be introduced in the company.

 

XVI. REORGANIZATION, LIQUIDATION OF THE COMPANY AND OTHER CIRCUMSTANCES

16.1. Reorganization of the company is carried out in the form of merger, merger, division, separation and transformation by decision of the General meeting of shareholders.

16.2. The liquidation of the company is carried out in accordance with the procedure established by the current legislation of the Republic of Uzbekistan.

16.3. Issues not provided for by this Charter are carried out in accordance with the requirements of the Law of the Republic of Uzbekistan “On Joint Stock Companies and Protection of Shareholders’ Rights” in a new edition.

CHARTER OF THE JOINT-STOCK COMPANY “O’ZVAGONTA’MIR” (in the new edition) Download

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