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It is registered

Ministry of Justice

Republic of Uzbekistan

On July 1, 1997 No. 351

Approved by the State Property Committee of the Republic of Uzbekistan of June 18, 1997

Regulations on procedure for placement and circulation of convertible securities

(as amended on 12-09-2019)

I. General provisions

1.1. This Provision according to the laws of the Republic of Uzbekistan "About joint-stock companies and protection of shareholder rights", "About the security market" and other regulatory legal acts regulates procedure for placement and the circulation of convertible securities.

1.2. In this Provision the following concepts are used:

convertible securities (further - KTsB) - preferred shares, corporate bonds which can be turned into common shares of the same issuer;

the owner of KTsB - legal entity or physical person which acquired KTsB also is her manager (not obligatory the owner);

repayment of convertible bonds - the redemption the issuer of own bonds at their owners, on all-in nominal value of bonds;

The agency - Agency on market development of the capital of the Republic of Uzbekistan and its territorial authorities;

the issuer - the legal entity issuing issued securities and incurring obligations on them to their owners.

II. Procedure for release of KTsB

2.1. Release and placement of KTsB:

* is alternative source of attraction of financial resources along with release of regular, inconvertible securities, bank loans, loans, etc.;

* gives the chance to gain bigger income (market price of KTsB is stabler, than the prices of common shares, in case of increase in stock prices the price of KTsB increases);

* allows to acquire voting power in case of the solution of questions of activities of the issuer of KTsB;

* allows to establish to creditors the lowered percent, reducing thereby costs for debt servicing;

* does KTsB more attractive in view of possibility of their exchange for other securities (in case of increase in profitability of the last).

2.2. The decision on release of KTsB, level and conditions of their converting, and also procedure and terms of implementation of the actions connected with their release affirms general shareholder meeting or the supervisory board of the issuer if according to the charter of the issuer or the decision of general shareholder meeting the supervisory board of the issuer possesses the right of adoption of such decision.

Conditions of converting of KTsB shall provide that converting is performed:

upon the demand of owners of KTsB;

in time, which (which procedure for determination) is specified in the decision on release of KTsB;

in case of approach of the circumstances specified in the decision on release of KTsB.

Recommendations about determination of procedure of payments of converting of convertible securities are given in appendix No. 1 to this Provision.

2.3. After decision making about release of KTsB the issuer can sign the contract with the professional participant of the security market (further - the professional participant) on placement of KTsB, the redemption of the securities issued under their providing, and rendering services in converting.

2.4. Total nominal value of the preferred shares converted into common shares and inconvertible preferred shares shall not exceed 20 percent from authorized capital (authorized capital) of joint-stock company.

2.5. Joint-stock companies can issue convertible bonds. If for the bond account forming of authorized fund is supposed, the total cost of convertible bonds shall not exceed 20 percent from the size of authorized fund.

2.6. Each release of KTsB is drawn up by the decision on release in which conditions of the appeal of KTsB according to this Provision are specified.

2.7. KTsB are issued in paperless form.

2.8. The rights to KTsB pass to the acquirer from the moment of introduction of the corresponding receipt record on the custody account of the acquirer and are confirmed by the account statement of depot.

2.9. Ceased to be valid according to the Order registered by the Ministry of Justice of the Republic of Uzbekistan of 18.01.2017 No. 351-3

2.10. Ceased to be valid according to the Order registered by the Ministry of Justice of the Republic of Uzbekistan of 18.01.2017 No. 351-3

2.11. The additional (new) share issue can be made for ensuring converting of KTsB by joint-stock company.

2.12. Direct exchange of KTsB is carried out after the term of converting established in the decision on release of KTsB.

If KTsB is performed upon the demand of their owners, the procedure and conditions of converting shall establish the term (procedure for determination of term) during which by owners of KTsB the corresponding applications, and also the term (procedure for determination of term) during which based on such statements converting shall be performed can be submitted.

2.13. For converting implementation the owner of KTsB shall sign the contract on converting with the issuer or investment institute (the investment dealer or investment company) serving the issuer.

III. State registration

3.1. In the address in the territory of the Republic of Uzbekistan only those KTsB which release underwent state registration in accordance with the established procedure are allowed. Release of KTsB which did not undergo state registration is illegal, involves withdrawal at the owner of KTsB of revenue from their sale and return to her investors taking into account compensation of lost profit.

3.2. For state registration of release of KTsB the issuer submits to the Agency documents according to the procedure, established by Rules of issue of securities and state registration of releases of issued securities (reg. No. 2000 of August 30, 2009).

3.3. Ceased to be valid according to the Order registered by the Ministry of Justice of the Republic of Uzbekistan of 18.01.2017 No. 351-3

3.4. The agency has the right to refuse state registration of release of KTsB in the following cases:

discrepancy of the documents submitted for state registration of release of KTsB and containing in them the data to requirements of the legislation on the security market;

non-compliance by the issuer with procedure for decision making about release of KTsB;

failure to pay charges, stipulated by the legislation about the security market;

absence at the legal entity performing release of KTsB, the right to their release.

3.5. State registration of release of KTsB or adoption by registering body of the motivated decision on refusal in state registration of release of KTsB is performed within thirty days from the date of receipt of the documents submitted for registration.

3.6. Officials of the issuer bear the responsibility for accuracy of the data established by the legislation, containing in the documents submitted for state registration of release of KTsB.

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