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Ministry of Justice

Republic of Uzbekistan

On August 27, 2015 No. 2712

THE ORDER OF THE CEO OF THE CENTER FOR COORDINATION AND MARKET DEVELOPMENT OF SECURITIES IN CASE OF GOSKOMKONKURENTION OF THE REPUBLIC OF UZBEKISTAN

of August 10, 2015 No. 2015-09

About approval of the Regulations on procedure for activities of committee of minority shareholders in joint-stock company

(as amended on 25-12-2024)

According to the Law of the Republic of Uzbekistan "About joint-stock companies and protection of shareholder rights" and the resolution of the Cabinet of Ministers of the Republic of Uzbekistan of August 7, 2019 to No. 650 "About approval of regulations on the Agency on market development of the capital of the Republic of Uzbekistan and Fonda of assistance to market development of the capital under Agency on market development of the capital of the Republic of Uzbekistan, I order:

1. Approve Regulations on procedure for activities of committee of minority shareholders in joint-stock company according to appendix.

2. This order becomes effective after three months from the date of its official publication.

CEO

B. Atakhanov

Appendix

to the Order of the CEO of the Center for coordination and market development of securities in case of Goskomkonkurention of the Republic of Uzbekistan of August 10, 2015 No. 2015-09

Regulations on procedure for activities of committee of minority shareholders in joint-stock company

This Provision according to the Law of the Republic of Uzbekistan "About joint-stock companies and protection of shareholder rights" and the resolution of the Cabinet of Ministers of the Republic of Uzbekistan of August 7, 2019 No. 650 "About approval of regulations on the Agency on market development of the capital of the Republic of Uzbekistan and Fonda of assistance to market development of the capital under Agency on market development of the capital of the Republic of Uzbekistan, establishes procedure for activities of committee of minority shareholders (further - committee) in joint-stock company.

Chapter 1. General provisions

1. For the purpose of this provision the following basic concepts are used:

joint-stock company (further - society) - the commercial organization, authorized capital (authorized capital) of which it is divided into certain number of the shares certifying shareholder rights in relation to society;

the shareholder - legal entity or physical person which owns stocks on the property right or other corporeal right;

minority shareholders are shareholders whose participation and vote at general shareholder meeting does not influence results of vote concerning the agenda of meeting;

the supervisory board - the governing body of joint-stock company performing the common directorship of activities of society, except for solutions of the questions carried by the law and charter of joint-stock company to competence of general shareholder meeting;

authorized state body on regulation of the security market - the National agency of perspective projects of the Republic of Uzbekistan.

2. Decisions of committee are not obligatory for execution by governing bodies and control of society, except for decisions on provision to it the relevant documents, according to the procedure, provided by this Provision.

In case of nonpayment of receivable dividends the authorized state body on regulation of the security market based on the address of the shareholder or committee of this society has the right to make to shareholders of society the claim in court for assignment of the obligation on society to pay dividends to all shareholders of this society. The procedure for presentation and consideration of such claim is established by the legislation.

Chapter 2. Requirements to creation of committee

3. For the purpose of protection of the rights and legitimate interests of minority shareholders in joint-stock company the committee can be created from their number.

4. The possibility of creation of committee shall be it is provided in the charter of society.

5. Shareholders (shareholder) in time no later than thirty days after the termination of financial year of society if the charter of society does not establish later term, have the right to push in the agenda of the annual general meeting of shareholders of the offer on candidates in structure of committee.

6. Shareholders (shareholder) have the right to enter changes in the list of the candidates proposed by them in committee no later than three working days from the date of publication of the message on holding the annual general shareholder meeting.

7. The decision on election of members in committee is made by general shareholder meeting for a period of one year.

Persons elected in structure of committee of society can be re-elected beyond all bounds.

8. When electing members of the committee the shareholders who are present at general shareholder meeting who did not propose candidates for the supervisory board of society or the candidate from whom were not chosen in the supervisory board at the held general shareholder meeting participate.

9. The head and members of executive body of society, and also persons, the elected to the supervisory board and audit committee cannot be part of committee (auditor) of society.

10. The number of members of the committee is determined by the charter of society, but there cannot be less than three people, and also shall constitute odd number.

11. The chairman of committee is elected it members from structure of this committee by a majority vote.

Chapter 3. Organization of activities of committee

12. For the purpose of the organization of activities of committee the head of executive body of society shall members of the committee to create necessary working conditions by allocation of the working room, the computer equipment, the safe, telephone or fax connection.

13. Are within the competence of committee:

participation in preparation of offers on the questions connected with the conclusion of large deals and transactions with affiliates submitted for consideration of general shareholder meeting or supervisory board of joint-stock company;

consideration of addresses of the minority shareholders connected with protection of their rights and legitimate interests;

the appeal to authorized state body on regulation of the security market concerning protection of the rights and legitimate interests of minority shareholders;

consideration of other questions according to the legislation and the charter of society.

14. Committee meetings are held regularly and are competent if at them there are at least three quarters of the elected persons of its quantitative structure.

The chairman of committee shall organize weekly acceptance of the minority shareholders in day and time determined by the decision of committee.

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