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The document ceased to be valid since   February 15, 2016 according to Item 9 of the Resolution of the Cabinet of Ministers of the Republic of Uzbekistan of February 10, 2016 No. 33 "About measures for implementation of the Resolution of the President of the Republic of Uzbekistan of December 21, 2015 No. PP-2454 "About additional measures for involvement of foreign investors in joint-stock companies"

RESOLUTION OF THE CABINET OF MINISTERS OF THE REPUBLIC OF UZBEKISTAN

of August 22, 1998 No. 361

About measures for enhancement of management system by joint-stock companies

(as amended on on December 22, 2009)

The Cabinet of Ministers notes that in the incorporated companies and newly created joint-stock companies educated governing bodies (general shareholder meeting, the supervisory board and board) in general are effective according to the Law of the Republic of Uzbekistan "About joint-stock companies and protection of shareholder rights", to other legal acts.

At the same time in a number of joint-stock companies and holding companies the old methods of management based on the command principles still remain, the leading role of general shareholder meetings and the supervisory boards is not provided in due measure. The mechanism of contractual system of hiring of heads of boards of joint-stock companies is not involved,

One of the reasons of it is lack of the regulations which are accurately regulating activities of the leading and executive bodies of joint-stock company.

According to the Law of the Republic of Uzbekistan "About joint-stock companies and protection of shareholder rights" and for the purpose of ensuring active participation of shareholders in management of joint-stock companies, the Cabinet of Ministers decides increases in role of general shareholder meeting and the Supervisory board, strengthening of responsibility of executive bodies for effective work of the companies in market conditions:

1. Approve:

Standard regulations on General shareholder meeting according to appendix No. 1;

Standard regulations on executive body of joint-stock company according to appendix No. 3.

2. Recommend to joint-stock companies in three-months time:

bring the constituent and internal regulating documents into accord with the regulations approved by this resolution;

review structures of the supervisory boards with introduction of owners in them the largest blocks of shares;

perform the conclusion between joint-stock company on behalf of the chairman of the Supervisory board and the head of executive body of the employment contract (contract) on its hiring.

Enter into practice the quarterly report of the head of executive body before the Supervisory board and the periodic report before General shareholder meeting on results of activities of the company.

To the State Property Committee and the Ministry of Justice of the Republic of Uzbekistan to render assistance to joint-stock companies in implementation of the specified measures.

3. To the State Property Committee of the Republic of Uzbekistan in two-month time to review earlier signed contracts on transfer of the state blocks of shares in trust management.

4. To complexes of the Cabinet of Ministers till October 1, 1998 to perform appointment of the state attorneys in the supervisory boards of joint-stock companies which share of the state in authorized funds exceeds 25 percent.

5. To impose control of execution of this resolution on the deputy prime minister of the Republic of Uzbekistan Zheng V. A.

Chairman of the Cabinet of Ministers

I. Karimov

Appendix No. 1

to the Resolution of the Cabinet of Ministers of August 22, 1998 No. 361

Standard regulations on general shareholder meeting

I. General provisions

1.1. This Provision determines the status and regulates work of General meeting of shareholders of _____________ joint-stock company, procedure for its carrying out and decision making.

1.2. The provision is developed according to the Law of the Republic of Uzbekistan "About joint-stock companies and protection of shareholder rights" and ___________________________ charter of joint-stock company.

1.3. Society shall hold annually General shareholder meeting (General meeting of shareholders of open joint stock company is held in internal (attendance) form, the private company is carried out in internal or correspondence form).

1.4. The annual General shareholder meeting is held to the terms established by the Charter of society, but not later than in six months after the termination of financial year. At reporting General shareholder meeting question of possibility of prolongation or termination of the contract with sole executive body, the head of collegiate executive body, the annual statement about activities of society also other questions provided by the law are considered without fail.

1.5. The General shareholder meetings held in addition to annual are extraordinary.

1.6. Date of General shareholder meeting, message form to shareholders about its carrying out, the list of the materials (information) provided to shareholders by preparation for holding General shareholder meeting are determined by the Supervisory board of society.

II. Competence of General shareholder meeting

2.1. Is within the exclusive competence of General shareholder meeting:

a) modification and amendments in the Charter of society or approval of the Charter of society in the new edition;

b) reorganization of society;

c) liquidation of society, appointment of the liquidator and approval of intermediate and final liquidation balance sheets;

d) determination of quantitative structure of the Supervisory board of society, election of his members and early termination of their powers;

e) limiting determination of the size of the announced shares;

e) increase or reduction of authorized capital of society;

g) redemption of own shares;

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