RESOLUTION OF THE CABINET OF MINISTERS OF THE REPUBLIC OF UZBEKISTAN

of October 12, 1995 No. 398

About approval of the Regulations on holdings

For the purpose of further development of processes of market transformations and creation of the modern structures providing adequate management and functioning of the companies and the organizations, economic integration in various sectors of economy of the republic and also development of investing activities, the Cabinet of Ministers decides:

1. Approve Regulations on holdings according to appendix.

2. State registration of holdings is made according to the procedure, established for state registration and registration of subjects of entrepreneurship.

Approved by the Resolution of the Cabinet of Ministers of the Republic of Uzbekistan of October 12, 1995 No. 398

Regulations on holdings

I. General provisions

1. Holding is the joint-stock company part of assets of which controlling stocks of other companies are.

The controlling stock (shares, shares) represents any form of equity participation of the company which provides the unconditional right of acceptance or variation of certain decisions on general meeting of his participants and in its governing bodies.

The companies which controlling stocks are part of assets of holding are affiliated. Affiliated enterprises are independent legal entities.

The holding has the right to be engaged in any activities which are not forbidden by the legislation of the Republic of Uzbekistan.

2. The holding can be affiliated enterprise of other holding.

3. Assets of holding are formed for the account:

a) securities;

b) the property given by founders on contractual basis, and also acquired or created at the expense of means of holding;

c) money, etc.

The holding can be created with participation or entirely on the basis of the foreign capital, including by acquisition of controlling stocks of overseas enterprises.

The structure of assets of holding, along with controlling stocks of affiliated enterprises, can include parity blocks of shares (50 percent in case of two participants) and participation packets (not controlling stocks) in the capital of other economic societies.

The holding has the right according to the current legislation to perform investing activities, including to buy and sell any securities.

Affiliated enterprises answer for the obligations the property belonging to them, including the cost of the controlling stock belonging to parent holding which can bear liability for debts of affiliated enterprise on the conditions stipulated by its foundation agreement.

4. The affiliated enterprise, irrespective of the size of the packet of its shares belonging to holding cannot hold shares of holding in any form, including pledge and trust (direct trust).

At general meetings of shareholders of affiliated enterprises representatives of holding have the voting power corresponding to controlling stock of this affiliated enterprise. For the solution of strategically important issues of development of affiliated enterprise which list shall be stipulated in its charter the provision about the qualified majority is enshrined in it.

5. Holdings are legal entities and act on the basis of the laws of the Republic of Uzbekistan, "About joint-stock companies and protection of shareholder rights", "About the security market", "About the competition and restriction of monopolistic activities in the goods markets", this provision and other acts of the legislation of the Republic of Uzbekistan.

6. Legal entities and physical persons, irrespective of patterns of ownership can be founders and members of holding, including foreign legal entities and physical persons.

7. Features of participation of foreign legal entities and physical persons are regulated by the legislation of the Republic of Uzbekistan on foreign investments.

8. In the name of holding words "holding" and specifying on its type shall be included: "Autonomous area" - joint-stock company.

II. Restrictions for creation of holding

1. Creation and registration of holding is performed according to the procedure, established for state registration and registration of subjects of entrepreneurship taking into account the features provided by this Provision.

Holdings are created for assistance of cooperation of partner companies and implementation of the approved investment policy by them. Transfer to holding or to any of its affiliated enterprises of the rights to sale to the third parties of products (works, services) of affiliated enterprises of holding company (except for export transactions), and also regulation by holding in any form of the prices of the specified products is not allowed (works, services).

2. Ceased to be valid according to the Resolution of the Cabinet of Ministers of the Republic of Uzbekistan of 23.05.2012 No. 143

3. Ceased to be valid according to the Resolution of the Cabinet of Ministers of the Republic of Uzbekistan of 23.05.2012 No. 143

4. Creation of holdings in the following industries is not allowed:

trade, logistics, public catering, consumer services, municipal services, transport (except railway, aviation, pipeline and the companies performing exclusively international carriages), production of national and art crafts.

For the purpose of restriction of monopolistic activities and development of the competition the antimonopoly authority can determine sectors of economy in which creation of holdings is not allowed.

5. Creation of holdings on the basis of the state companies and property which are not subject or having restrictions in privatization, privatization, the redemption and leasing according to the legislation of the Republic of Uzbekistan is not allowed before cancellation of these restrictions.

6. The created holdings cannot be legal successors of economic associations of all types (the unions, concerns, consortia, corporations, etc.) or other associations of the companies, and also state bodies.

7. Ceased to be valid according to the Resolution of the Cabinet of Ministers of the Republic of Uzbekistan of 23.05.2012 No. 143

8. Transformation of the razgosudarstvlyaemy company (division of the company) to affiliated enterprise is allowed only with the consent of its labor collective accepted on general meeting by voices more than a half of all workers.

III. Financial holdings

1. Financial holding is the holding which more than 50 percent of the capital make securities of other issuers and other financial assets.

Only securities and other financial assets, and also the property necessary can be part of assets of financial holding it is direct for ensuring functioning of management personnel by holding.

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