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Ministry of Justice

Republic of Tajikistan 

 On September 21, 2015 No. 678

ORDER OF THE GOVERNMENT OF THE REPUBLIC OF TAJIKISTAN

of September 16, 2015 No. 568

About questions of Tadzhiktransgaz Open joint stock company

According to articles 44 and 45 of the Law of the Republic of Tajikistan "About joint-stock companies" and article 42 of the Law of the Republic of Tajikistan "About regulatory legal acts" the Government of the Republic of Tajikistan DECIDES:

1. Approve Regulations on the Supervisory board of Tadzhiktransgaz Open joint stock company and Structure of the Supervisory board of Tadzhiktransgaz Open joint stock company (appendices 1 and 2).

2. Bring in the Charter of Tadzhiktransgaz Open joint stock company approved by the order of the Government of the Republic of Tajikistan of April 29, 2009, No. 256, the following changes and amendments:

- in all the text of the Charter of the word "Board of directors", "Board of directors", "Board of directors", "board of directors" to replace "respectively with words "Supervisory board", "Supervisory board", "Supervisory board", "supervisory board";

- to add Item 9.2 of the Charter with the sixth paragraph of the following content:

"-position assignment and dismissal of the CEO of Society;";

- after the second paragraph of Item 11.1. The charter to add with the following paragraphs;

"-appointment and release of the Corporate secretary of Society;

- approval of the Regulations on the Corporate secretary of the Society determining activities of the Corporate secretary;

- approval of management structure of executive body of Society;

- consideration of reports of the CEO on activities of Society, accomplishment of decisions of General shareholder meeting and Supervisory board of Society;

- approval of procedure for cooperation of Society with the organizations in which activities Society participates;

- formation of governing bodies of Society, approval of their charters, early termination of their powers;".

- add Chapter 11 of the Charter with the following items:

"11.2. It is forbidden to assign the questions concerning competence of the Supervisory board of Society to executive body of Society.

11.3. Members of the Supervisory board of Society when implementing the rights, obligations and fulfillment of duties shall act for the benefit of Societies and perform the rights, obligations and obligations in relation to Society is fair, fair and competent.";

- Item 12.1. before figure and the word "7 (seven)" to add with the words "at least".

Prime Minister of the Republic of Tajikistan

Emomalii Rahmon

Appendix 1

Approved by the Order of the Government of the Republic of Tajikistan of September 16, 2015 No. 568

Regulations on the Supervisory board of Tadzhiktransgaz Open joint stock company

1. General provisions

1. The regulations on the Supervisory board of Tadzhiktransgaz Open joint stock company (further - the Provision) are developed according to the legislation of the Republic of Tajikistan and the Charter of Tadzhiktransgaz Open joint stock company (further - Society).

2. This Provision is the interdepartmental act of Society determining procedure for convocation, the organization, the status and holding meetings of the Supervisory board of Society, the right and obligation of members of the Supervisory board, interaction with other governing bodies of Society and also procedure for early termination of powers of his members.

3. The supervisory board of Tadzhiktransgaz Open joint stock company (further - the Supervisory board) is governing body of Society, performs the common directorship of activities of Society and controls execution of decisions of the Founder of Society according to requirements of the legislation of the Republic of Tajikistan.

4. The supervisory board in the activities is guided by the legislation of the Republic of Tajikistan, the Charter of Society and this Provision.

2. Creation of the Supervisory board

5. The supervisory board affirms the Founder of Society as a part of at least 7 (seven) people.

6. Only the physical person can be the member of the Supervisory board.

7. The member of the Supervisory board can not be the shareholder of Society.

8. The faces approved in structure of the Supervisory board can be chosen in structure of the Supervisory board several times without restriction.

9. Members of the Supervisory board affirm from among shareholders of Society and other persons.

10. Person found guilty of making of economic and financial crimes or crimes against the government of interests of public service and service in bodies of mestnogoupravleniye or to which measures of administrative punishment for offenses in the sphere of business or financial activities, taxes and duties, the security market are applied cannot be approved in structure of the Supervisory board.

11. The member of Audit committee cannot be at the same time the member of the Supervisory board.

12. Members of executive body of Society shall not constitute more than a quarter of structure of the Supervisory board.

13. The number of the candidates proposed for election in structure of the Supervisory board can be more number of members of the Supervisory board provided in the Charter of Society.

14. Idea of promotion of candidates is submitted in writing with indication of the following data:

- surname, name and middle name of each represented candidate and date of its birth;

- the name of body in which for approval the candidate is proposed (in this case - the Supervisory board);

- the list (name) of the shareholders (shareholder) who proposed (proposed) candidate;

- data on education, including on advanced training (name of educational institution, end date, profession);

- place of employment and positions which the candidate held within the last 5 (five) years, and also positions which were held by the candidate within the last 5 (five) years in governing bodies of other legal entities;

- the list of legal entities whose member is the candidate, with indication of the number of these legal entities of shares belonging to it in the authorized capital, share and shares;

- the list of persons concerning whom the candidate is affiliate and their basis;

- candidate's relation with affiliates and senior partners of Society, data on consequence with Society;

- data on availability of not cancelled criminal record and administrative punishments.

15. Idea of promotion of candidates can also include the consent of the candidate for approval.

16. The alternate member of the Supervisory board has the right to recall the candidate before entering of its surname into the corresponding candidate list.

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