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"APPROVED" general meeting of shareholders of Joint-stock company «O’ZTEMIRYO’LYO’LOVCHI» from June 30, 2016 year |
CHARTER
JOINT STOCK COMPANY
«O’ZTEMIRYO’LYO’LOVCHI»
(new edition)
TASHKENT-2016 year
I. GENERAL PROVISIONS
NAME, LOCATION, E-MAIL ADDRESS AND LEGAL STATUS
1.1.Name of the Company:
in the Uzbek language - "O’ztemiryo’lyo’lovchi" aksiyadorlik jamiyati (abbreviated name - "O’ztemiryo’lyo’lovchi" AJ);
in the Russian language - Акционерное общество «O’ztemiryo’lyo’lovchi» (abbreviated name - АО «O’ztemiryo’lyo’lovchi»);
In the English language - Joint Stock Company "O’ztemiryo’lyo’lovchi" (abbreviated name- JSC O’ztemiryo’lyo’lovchi").
1.2. The joint-stock company "O'ztemiryo'lyo'lovchi", hereinafter referred to as the "Company", was established in accordance with the Decree of the President of the Republic of Uzbekistan dated March 3, 2001 No. 108 and No. 119, According to the order of the State Property Committee of the Republic of Uzbekistan No. 198 k-PO dated July 9, 2002 reorganized on the basis of a unitary enterprise "O'ztemiryo'lyo'lovchi".
1.3. The Charter in the new edition was approved on the basis of the Law of the Republic of Uzbekistan dated April 26, 1996 No. 223-I “On Joint Stock Companies and Protection of Shareholders’ Rights” and amendments and additions to the Law No. ZRU-370 dated May 06, 2014 and the General Meeting of Shareholders of JSC "O'ztemiryo'lyo'lovchi" from June 30, 2016.
1.4. The Company carries out its activities in accordance with the current legislation of the Republic of Uzbekistan and this Charter.
1.5. The Company is a legal entity and owns separate property, including property transferred to it in the statutory fund (authorized capital), recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court.
1.6. The Company may open branches, departments and representative offices acting in accordance with the rules approved by it.
1.7. A company may have subsidiaries and dependent companies, enterprises with the right of a legal entity. Relations between the Company and its subsidiaries and affiliates, enterprises are governed by the current legislation and this Charter.
1.8. The company must have a round seal containing its full company name in the state language and an indication of its location. The seal may simultaneously indicate the trade name in any other language.
1.9. Mail, location and e-mail address of the company: Postal code of the Republic of Uzbekistan 100015, Tashkent, Mirabad district, Turkiston street, house 7, E-mail address: uzjeldorpass@mail.ru, official website: www.uzrailpass.uz.
II. MAIN DIRECTIONS AND GOALS OF THE COMPANY'S ACTIVITY
2.1. The main goal of society is to make a profit.
2.2. The activities of the company are as follows:
full satisfaction of the needs of citizens of the Republic of Uzbekistan and foreign citizens in the transportation of goods, luggage and hand luggage, expanding the range and improving the quality of services provided at railway stations and passenger trains, increasing the efficiency of the enterprise in a market economy;
ensuring quality control of the transportation of passengers and goods in interstate, intra-republican and suburban passenger trains, as well as passenger service at railway stations;
adding and disabling special and other service cars in trains, as well as opening additional passenger cash desks depending on the flow of passengers;
approval of indicators of economic efficiency of structural divisions (branches) of the Company, development of measures to improve the quality and efficiency of passenger transportation;
organize the sale of tickets at stations and parking lots to achieve these goals;
Development of annual plans for the development of the enterprise's economy through the acquisition of fixed assets, capital construction and repair (reconstruction) of its facilities at the expense of the Company and other funds;
provision of services at passenger stations, trains and stations;
ensuring comprehensive preparation and equipment of passenger cars;
carrying out organizational and technical measures to comply with the standards established for the joint-stock company “O`zbekiston temir yo`llari” in terms of rolling stock, technical means and equipment, train traffic safety, labor protection and other measures;
compliance with the regulations in force in Uzbekistan, as well as regulations, technological processes and other guidelines in force in other countries;
implementation of agreements on passenger transportation and services of the joint-stock company "O`zbekiston temir yo`llari" when concluding agreements with railway administrations of the CIS countries - Latvia, Lithuania and Estonia, as well as with railway administrations of third countries under agreements of the Railway Council;
development and implementation of new technologies and projects adopted in the leading countries of the world to improve the provision of cultural services to passengers and their transportation;
planning, organization and support of tourist activities on the territory of the Republic of Uzbekistan and abroad. Carrying out work in coordination with the relevant ministries and departments, firms, joint and small enterprises to organize services for tourists and foreign citizens in the Republic of Uzbekistan;
organization and development of transport infrastructure, including an integrated passenger service system;
provision of brokerage services, including the transportation of goods, luggage carried by legal entities and individuals during declaration and customs clearance;
organization of customs warehouses for cargo, luggage and luggage storage, as well as the provision of transport services by legal entities and individuals;
reconstruction, capital and current repairs of public buildings and structures;
production, sale and export of consumer goods;
organization of public transport services, production and advertising, public catering and trade in trains and at stations on the territory of the Republic of Uzbekistan and abroad;
the provision of services that do not contradict the legislation of the Republic of Uzbekistan;
The Company may engage in any type of activity not prohibited by law and not specified in the founding documents, in the manner prescribed by law. All types of activities are carried out after obtaining a license in accordance with the procedure established by law for maintaining a mandatory special permit (license).
III. THE AUTHORIZED CAPITAL (AUTHORIZED CAPITAL) OF THE COMPANY, THE PROCEDURE FOR ITS INCREASE AND DECREASE
3.1. The authorized capital (authorized capital) of the company is made up of the nominal value of the shares of the company acquired by shareholders, and is expressed in the national currency of the Republic of Uzbekistan. The par value of all shares issued by the company must be the same.
3.2. The authorized fund (authorized capital) of the company determines the minimum amount of the company's property that guarantees the interests of its creditors.
3.3. The authorized capital of the Company is 51,263,978,000 (fifty one billion two hundred sixty three million nine hundred seventy eight thousand) soums.
Increase in the authorized capital
3.4. The authorized fund (authorized capital) of the company may be increased by placing additional shares.
3.5. Additional shares may be placed by the company only within the limits of the number of declared shares established by the company's charter.
3.6. Decisions to increase the charter fund (authorized capital) of the company and to make appropriate changes to the charter of the company are taken by the general meeting of shareholders or the supervisory board of the company, if in accordance with the charter of the company or the decision of the general meeting of shareholders the supervisory board is given the right to make such decisions.
Decrease in authorized capital
3.7. The authorized fund (authorized capital) of the company can be reduced by reducing the nominal value of shares or reducing their total number, including by acquiring a part of the shares by the company with their subsequent cancellation.
3.8. The company is not entitled to reduce the authorized capital (authorized capital) if, as a result, its size turns out to be less than the minimum amount established by law, determined on the date of state registration of the relevant changes in the company's charter.
IV. NUMBER, NOMINAL VALUE, TYPES OF SHARES OF THE COMPANY
4.1. The total value of the Company is 51,263,978,000 (fifty-one billion, two hundred and sixty-three million, nine hundred and seventy-eight thousand) soums, the nominal value of each of which is 500 (five hundred) soums 102,527,956 (one hundred and two million, five hundred twenty-seven thousand, nine hundred fifty-six) pieces ordinary shares issued by the company.
4.2. The procedure for the issue, registration, placement and accounting of the Company's securities is established in accordance with the current legislation and this Charter.
4.3. Companies have the right to issue shares, bonds and other securities not prohibited by the current legislation of the Republic of Uzbekistan.
4.4. Shareholders can pay for the shares of the first issue only in cash, and for the shares of the subsequent issue in the following ways:
in cash (in soums or foreign currency);
in the form of various property;
in the form of securities.
4.5. Shareholders of the Company have a pre-emptive right to purchase new shares. If the newly issued shares are not sold among shareholders and employees of the Company, the remaining shares will be placed through free trade on stock exchanges.
4.6. The registrar maintains a register of shareholders, indicating in the register the number, par value and category of securities they own.
4.7. The participation of a shareholder in the general meeting of shareholders, the receipt of dividends by him and the exercise of other rights provided for by law, when the company conducts corporate actions, are carried out on the basis of the register of shareholders of the company.
4.8. A person who has become the owner of 50 percent or more of the shares of the company must, within thirty days, announce an offer to the owners of the remaining shares to sell him shares at market value, if before that the person did not own shares or owned less than 50 percent of the shares of this company. If within thirty days from the date of the announcement of the written consent of the shareholder to sell the shares belonging to him, the owner of 50 percent or more of the shares of the company is obliged to buy these shares.
V. RIGHTS AND OBLIGATIONS OF SHAREHOLDERS
5.1. An ordinary share of a company gives equal rights to a shareholder, that is, to its owner.
5.2. Shareholders - owners of ordinary shares may, in accordance with this Law and the charter of the company, participate in the general meeting of shareholders with the right to vote on all issues within its competence, and also have the right to receive dividends, and in the event of liquidation of the company - the right to receive part of it property according to their share.
5.3. Shareholders have the following rights:
their inclusion in the register of shareholders of the relevant company;
receipt of an extract from a depository account in respect of oneself with a depository;
receiving part of the company's profit in the form of dividends;
receiving part of the property in the event of liquidation of the company in accordance with their share;
participation in the management of the company by voting at general meetings of shareholders;
obtaining, in accordance with the established procedure, complete and reliable information on the results of the financial and economic activities of the company;
free disposal of the received dividend;
protection of their rights in the authorized state body for the regulation of the securities market, as well as in court;
the requirement to compensate for the losses caused to them in the prescribed manner;
association in associations and other non-governmental non-profit organizations in order to represent and protect their interests;
insurance of risks associated with possible losses, including lost profits when acquiring securities.
5.4. Establishing a restriction on the alienation of shares does not deprive the shareholder - the owner of these shares of the right to participate in the management of the company and receive dividends on them in the manner prescribed by this Law.
5.5. Shareholders are obliged to:
payment for shares in the manner, amount and methods provided for by this Charter;
participate in the management of the Company in the manner prescribed by this Charter and the current Law of the Republic of Uzbekistan dated April 26, 1996 No. 223-I "On Joint Stock Companies and Protection of Shareholders' Rights";
not disclose confidential information about the activities of the company.
VII. PROCEDURE FOR CREATING RESERVES AND OTHER FUNDS
6.1. The company creates a reserve fund in the amount provided for by the charter of the company, but not less than fifteen percent of its authorized fund (authorized capital).
6.2. The company's reserve fund is formed by mandatory annual deductions from net profit until it reaches the amount established by the company's charter. The amount of annual deductions is provided for by the charter of the company, but cannot be less than five percent of the net profit until the amount established by the charter of the company is reached.
6.3. The reserve fund of the company is intended to cover its losses, redeem the company's corporate bonds, pay dividends on preferred shares and buy back the company's shares in the absence of other funds.
6.4. The Company's reserve fund cannot be used for other purposes.
6.5. The charter of the company may provide for the creation of other funds.
6.6. The value of the company's net assets is determined according to accounting data as the difference between the company's assets and the total amount of its liabilities.
VII. PROCEDURE FOR DISTRIBUTION AND PAYMENT OF DIVIDENDS
7.1. A dividend is a part of the company's net profit distributed among shareholders.
7.2. The Company is obliged to pay dividends declared for each type of shares.
7.3. By decision of the general meeting of shareholders, a dividend may be paid in cash or other legal means of payment or securities of the company.
7.4. The dividend is distributed among shareholders in proportion to the number and type of shares they own.
7.5. Based on the results of the financial year, the Company has the right to make decisions on the payment of dividends on outstanding shares.
7.6. The decision on the payment of dividends, the amount of the dividend, the form and procedure for its payment on shares of each type is made by the general meeting of shareholders on the basis of the recommendation of the supervisory board of the company, the data of the financial statements, if there is an audit report on its reliability.
7.7. Dividends are paid out of the company's net profit remaining at the company's disposal and (or) retained earnings of previous years.
7.8. The term and procedure for paying dividends are determined by the charter of the company or by the decision of the general meeting of shareholders. The term for payment of dividends may not be later than sixty days from the date of adoption of such a decision.
7.9. A dividend not claimed by the owner or his legal successor or heir within three years, by decision of the general meeting of shareholders, remains at the disposal of the company.
7.10. Persons recorded in the register of shareholders of the company formed for holding a general meeting of shareholders, at which a decision was made to pay dividends to shareholders, are entitled to receive a dividend on shares.
7.11. Restrictions on payment of the Company's dividends:
if at the time of payment of dividends there are signs of bankruptcy or these signs will appear in the company as a result of the payment of dividends;
if the value of the company's net assets is less than the sum of its authorized fund (authorized capital) and reserve fund.
7.12. Upon termination of the circumstances specified in this article, the company is obliged to pay accrued dividends to shareholders.
7.13. The Company announces the amount of dividends, excluding taxes on them.
7.14. The company publishes data on the amount of dividends paid on the official websites of the authorized state body for regulating the securities market and the company within the time limits established by law.
7.15. Taxation of dividends is carried out in accordance with tax legislation and benefits may be established for it.
VIII. GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY AND ITS COMPETENCE.
8.1. The governing bodies of the company are the general meeting of shareholders, the supervisory board, and the executive body.
8.2. The General Meeting of Shareholders is the supreme governing body of the company.
8.3. The General Meeting of Shareholders is presided over by the Chairman of the Supervisory Board of the company, and in case of his absence for good reason - by one of the members of the Supervisory Board of the company.
8.4. The annual general meeting of shareholders is held within the time limits established by the charter of the company, but no later than six months after the end of the financial year. At the annual general meeting of shareholders, issues are resolved on the election of the supervisory board and the audit commission (auditor) of the company, as well as the annual report of the company, reports of the executive body and the supervisory board of the company on the measures taken to achieve the company's development strategy.
8.5. Conducted in addition to the annual general meeting of shareholders are extraordinary.
8.6. The date and procedure for holding a general meeting of shareholders, the procedure for informing shareholders about its holding, the list of materials (information) provided to shareholders in preparation for the general meeting of shareholders are established by the supervisory board of the company.
8.7. The competence of the general meeting of shareholders includes:
The competence of the general meeting of shareholders includes:
reorganization of society;
liquidation of the company, appointment of a liquidator (liquidation commission) and approval of interim and final liquidation balance sheets;
determination of the quantitative composition of the supervisory board and the committee of minority shareholders of the company, election of their members and early termination of their powers;
purchase of own shares;
approval of the organizational structure of the company;
election of members of the audit commission (auditor) of the company and early termination of their powers, as well as approval of the regulation on the audit commission (auditor);
approval of the company's annual report and annual business plan, as well as the company's development strategy for the medium and long term, with the determination of its specific terms based on the main directions and goals of the company's activities;
distribution of profits and losses of the company;
listening to the reports of the supervisory board and the conclusions of the audit commission (auditor) of the company on issues within their competence, including compliance with the requirements established by law for managing the company;
approval of the regulations of the general meeting of shareholders;
splitting and consolidation of shares;
resolution of other issues in accordance with the law.
8.8. The right to vote at the general meeting of shareholders on issues put to a vote is vested in the shareholders who own ordinary shares of the company.
The decision of the general meeting of shareholders on the issue put to the vote is taken by a majority of votes of shareholders - owners of voting shares of the company (simple majority) participating in the meeting, unless otherwise provided by this Law.
Decisions adopted by the general meeting of shareholders, as well as the results of voting, are brought to the attention of shareholders in the manner and within the time frame, but no later than thirty days from the date of adoption of these decisions.
8.9. A notice of a general meeting of shareholders is published on the official website of the company, in the mass media, and is also sent to shareholders by e-mail no later than seven days, but not earlier than thirty days before the date of the general meeting of shareholders.
8.10. Shareholders (shareholder) who in the aggregate own at least one percent of the voting shares of the company, no later than thirty days after the end of the financial year of the company, unless the charter of the company establishes a later date, have the right to put issues on the agenda of the annual general meeting of shareholders and nominate candidates to the supervisory board and the audit commission (auditors) of the company, the number of which cannot exceed the number of members of this body.
8.11. When preparing for the general meeting of shareholders, the supervisory board of the company, and in the cases provided for by paragraph eleven of Article 65 of this Law, the persons convening the general meeting, determine:
date, time and place of the general meeting;
the agenda of the general meeting;
date of formation of the register of shareholders of the company for holding a general meeting;
the procedure for informing shareholders and a representative of the state about holding a general meeting;
a list of information (materials) provided to shareholders and a representative of the state in preparation for the general meeting;
form and text of the voting ballot.
8.12. The date of the general meeting of shareholders cannot be set less than ten and more than thirty days from the date of the decision to hold it.
8.13. An extraordinary general meeting of shareholders is held by decision of the supervisory board of the company on the basis of its own initiative, a written request of the audit commission (auditor), as well as a shareholder (shareholders) who owns at least five percent of the voting shares of the company as of the date of presentation of the written request.
8.14. Convening an extraordinary general meeting of shareholders at the written request of the audit commission (auditor) of the company or a shareholder (shareholders) who owns at least five percent of the voting shares of the company is carried out by the supervisory board of the company no later than thirty days from the date of submission of a written request to hold an extraordinary general meeting of shareholders .
8.15. For counting votes, registering shareholders for participation in the general meeting of shareholders, as well as issuing ballots for voting, the supervisory board of the company creates a counting commission, the quantitative and personal composition of which is approved by the general meeting of shareholders.
8.16. The composition of the counting commission cannot be less than three people. Members of the supervisory board of the company, members of the audit commission (auditor) of the company, director of the company, members of the board of the company, trustee, as well as persons nominated for these positions cannot be on the counting commission.
The Counting Commission determines the presence of a quorum of the General Meeting of Shareholders
8.17. The shareholder has the right to replace his representative at the general meeting of shareholders at any time or to personally participate in it.
8.18. The General Meeting of Shareholders is eligible (has a quorum) if, at the time of the end of registration, shareholders (their representatives) who have in aggregate more than fifty percent of the votes of the outstanding voting shares of the company have registered to participate in the General Meeting of Shareholders.
8.19. In the absence of a quorum for holding a general meeting of shareholders, the date of holding a repeated general meeting of shareholders is announced. Changing the agenda during the holding of the repeated general meeting of shareholders is not allowed.
8.20. An adjourned general meeting of shareholders convened to replace the failed one is eligible if, at the time of the end of registration, shareholders (their representatives) holding in aggregate more than forty percent of the votes of the outstanding voting shares of the company have registered to participate in it.
8.21. Voting at the general meeting of shareholders is carried out according to the principle "one voting share of the company - one vote", except for cases of cumulative voting for the election of members of the supervisory board of the company.
8.22. Voting at the General Meeting of Shareholders on agenda items is carried out by voting ballots.
8.23. When voting, votes are counted on those issues for which only one of the possible voting options is left to the voters. Voting ballots filled out in violation of this requirement shall be declared invalid and votes on the issues contained in them shall not be counted.
8.24. Based on the voting results, the counting commission draws up a protocol on the voting results, including, among other things, information on the presence of a quorum of the general meeting of shareholders, signed by the members of the counting commission. to the departmental archive of the society for storage.
8.25. The minutes of the general meeting of shareholders are drawn up no later than ten days after the closing of the general meeting of shareholders in two copies. Both copies are signed by the chairman of the general meeting and the secretary of the general meeting.
IX. THE SUPERVISORY BOARD OF THE COMPANY AND ITS COMPETENCE.
9.1. The supervisory board of the company carries out general management of the company's activities.
9.2. By decision of the general meeting of shareholders, members of the supervisory board of the company for the period they perform their duties may be paid remuneration and (or) reimbursed for expenses related to the performance of the functions of members of the supervisory board. The amounts of such remunerations and compensations are established by the decision of the general meeting of shareholders.
9.3. The competence of the supervisory board of the company includes:
determination of priority areas of the company's activities with regular hearing of the report of the company's executive body on the measures taken to achieve the company's development strategy;
convening annual and extraordinary general meetings of shareholders;
preparation of the agenda of the general meeting of shareholders;
determination of the date, time and place of the general meeting of shareholders;
determination of the date of formation of the register of shareholders of the company for notification of the general meeting of shareholders;
organization of establishing the market value of property;
appointment of a corporate consultant and approval of the regulation defining the procedure for his activities, if the introduction of this position is provided for by the charter of the company;
the creation of an internal audit service and the appointment of its employees, as well as the quarterly hearing of its reports;
access to any documents relating to the activities of the executive body of the company, and obtaining them from the executive body for the performance of the duties assigned to the supervisory board of the company. The received documents can be used by the supervisory board of the company and its members exclusively for official purposes;
making a decision to conduct an audit, to determine an audit organization, the maximum amount of payment for its services and the conclusion (termination) of an agreement with it;
giving recommendations on the amount of remuneration and compensation paid to members of the audit commission (auditor) of the company;
giving recommendations on the amount of the dividend, the form and procedure for its payment;
use of the reserve and other funds of the company;
creation of branches and opening of representative offices of the company;
creation of subsidiaries and dependent business companies;
adoption of a decision on the conclusion of transactions in the cases provided for by Chapters 8 and 9 of this Law;
conclusion of transactions related to the participation of the company in commercial and non-commercial organizations, in the manner prescribed by law;
making a decision on the redemption of the company's corporate bonds.
resolving issues on increasing the authorized capital (authorized capital) of the company, as well as issues on introducing amendments and additions to the company's charter related to an increase in the authorized fund (authorized capital) of the company and a decrease in the number of authorized shares of the company;
determination of the placement price (putting on the exchange and organized over-the-counter securities market) of shares in accordance with Article 34 of this Law;
making a decision on the issue by the company of corporate bonds, including those convertible into shares;
making a decision on the issue of derivative securities;
decision-making on the redemption of corporate bonds of the company;
formation of the executive body of the company, election (appointment) of its head, early termination of his powers;
establishing the amount of remuneration and compensation paid to the executive body of the company;
approval of the company's annual business plan.
9.4. The competence of the supervisory board of the company may also include the resolution of other issues in accordance with this Law and the charter of the company.
9.5. Issues related to the competence of the supervisory board of the company cannot be transferred to the decision of the executive body of the company.
9.6. Members of the supervisory board of the company are elected by the general meeting of shareholders in the manner prescribed by this Law and the charter of the company for a period of one year.
9.7. Persons elected to the Supervisory Board of the Company may be re-elected indefinitely.
9.8. Members of the board and director of the company cannot be elected to the supervisory board of the company.
9.9. Persons working under an employment agreement (contract) in its subsidiaries and dependent business companies, and members of the management bodies of these companies cannot be elected to the supervisory board of the company.
9.10. The quantitative composition of the supervisory board of the company consists of 9 (nine) people.
9.11. Elections of members of the supervisory board of the company are carried out by cumulative voting. Candidates who receive the largest number of votes are considered elected to the Supervisory Board of the company.
9.12. The chairman of the supervisory board of the company is elected by the members of the supervisory board from among its members by a majority vote of the total number of members of the supervisory board.
9.13. In the absence of the chairman of the supervisory board of the company, his functions are performed by one of the members of the supervisory board.
9.14. The meeting of the supervisory board of the company is convened by the chairman of the supervisory board on his own initiative, at the request of a member of the supervisory board, the audit commission (auditor), the executive body of the company
9.15. The quorum for holding a meeting of the company's supervisory board is determined by the company's charter, but must be at least seventy-five percent of the number of elected members of the company's supervisory board.
9.16. The minutes of the meeting of the supervisory board of the company are signed by the members of the supervisory board of the company participating in the meeting, who are responsible for the correct execution of the minutes.
9.17. The Supervisory Board acts on the basis of the legislation, the Charter and the approved general meeting of shareholders of the Regulation "On the Supervisory Board"
X. EXECUTIVE BODY OF THE COMPANY
10.1. Management of the current activities of the company is carried out by the General Director of the company.
10.2. Employment, dismissal, determination of the amount of wages and bonuses, payment of additional payments, application of disciplinary measures and their cancellation are carried out in accordance with the decisions of the Supervisory Board of the Company.
10.3. The competence of the General Director of the company includes all issues of managing the current activities of the company, with the exception of issues related to the exclusive competence of the general meeting of shareholders or the supervisory board.
10.4. The General Director of the Company organizes the implementation of the decisions of the General Meeting of Shareholders and the Supervisory Board of the Company.
10.5. The General Director, without a power of attorney, act on behalf of the company, represent the interests of the company in state institutions, in all organizations and enterprises, regardless of ownership, hire employees, conclude and terminate employment contracts with them, apply disciplinary sanctions against them, ensure compliance with labor and performance discipline, appoint and dismiss heads of branches and representative offices of the Company.
10.6. The rights and obligations of the General Director of the company are determined accordingly by this Law and other acts of legislation, the charter of the company and the contract concluded by each of them with the company for a period of one year with an annual decision on the possibility of its extension or termination. The contract on behalf of the company is signed by the chairman of the supervisory board or a person authorized by the supervisory board of the company. The agreement concluded with the director of the company, the chairman of the board of the company, the trustee should provide for their obligations to improve the efficiency of the company's activities and the frequency of their reports to the general meeting of shareholders and the supervisory board of the company on the progress of the annual business plan of the company.
10.7. The amount of remuneration of the General Director is directly dependent on the effectiveness of the company's activities and must be determined by the agreement.
XI. COMMITTEE OF MINORITY SHAREHOLDERS OF THE COMPANY
11.1. In order to protect the rights and legitimate interests of minority shareholders in the company, a committee of minority shareholders may be created from among them.
11.2. Proposals for candidates to the Committee of Minority Shareholders are submitted to the company in the manner and within the time limits stipulated for submitting proposals for candidates to the Supervisory Board of the company.
11.3. Members of the Committee of Minority Shareholders are elected by shareholders who are present at the General Meeting of Shareholders and who did not nominate candidates to the Supervisory Board of the company or whose candidacies were not elected to the Supervisory Board at the General Meeting of Shareholders.
11.4. The committee of minority shareholders may not include a director, members of the board of the company, as well as persons elected to the supervisory board and the audit commission (auditor) of the company.
11.5. The competence of the Committee of Minority Shareholders includes:
participation in the preparation of proposals on issues related to the conclusion of major transactions and transactions with affiliates, submitted for consideration by the general meeting of shareholders or the supervisory board of the company;
consideration of applications from minority shareholders related to the protection of their rights and legitimate interests;
making appeals to the authorized state body for the regulation of the securities market on the protection of the rights and legitimate interests of minority shareholders;
consideration of other issues in accordance with the law and the charter of the company.
11.6. Decisions of the Committee of Minority Shareholders are taken by a simple majority of votes. Meetings of the Committee of Minority Shareholders are competent if they are attended by at least three-quarters of the elected persons from its quantitative composition.
11.7. The number of members of the committee of minority shareholders is determined by the charter of the company.
11.8. The Committee of Minority Shareholders annually reports to the General Meeting of Shareholders on the decisions made.
11.9. The Chairman of the Committee of Minority Shareholders is elected by the members of the Committee of Minority Shareholders from among its members by a majority of votes.
11.10. The chairman of the committee of minority shareholders has the right of access to the documents of the company on all issues within the competence of the committee of minority shareholders.
11.11. The procedure for the activities of the Committee of Minority Shareholders is approved by the authorized state body for regulation of the securities market.
11.12. The Committee of Minority Shareholders is not entitled to interfere in the economic activities of the company.
11.13. Interference in the activities of the committee of minority shareholders by the supervisory board or the executive body of the company is not allowed.
XII. COMPLETION OF MAJOR TRANSACTIONS BY THE COMPANY
12.1. A major transaction is a transaction (including a loan, credit, pledge, guarantee) or several related transactions related to the acquisition or alienation or the possibility of alienation by the company of property, if the book value of the alienated property or the value of the acquired property is more than fifteen percent of the net assets of the company as of the date of the decision to conclude such transactions, with the exception of transactions made in the course of current business activities and transactions related to the placement of shares and other securities.
12.2. The market value of property that is the subject of a major transaction of a company is understood as the most probable price at which this property can be alienated on the open market in a competitive environment, when the parties to the transaction act in their own interests reasonably and without coercion, having all the necessary information, and on the amount the price of the transaction does not reflect any extraordinary circumstances, including the obligation for one of the parties to enter into this transaction.
12.3. The decision to conclude a major transaction, the subject of which is property, the book value or acquisition cost of which is from fifteen to fifty percent of the company's net assets as of the date of the decision to conclude such a transaction, is taken by the members of the company's supervisory board unanimously, while not taking into account votes of retired members of the Supervisory Board.
12.4. The decision to conclude a major transaction, the subject of which is property, the book value or acquisition cost of which is more than fifty percent of the net assets of the company as of the date of the decision to conclude such a transaction, is taken by the general meeting of shareholders.
12.5. A major transaction is made by the executive body of the company after the decision on it is made by the general meeting of shareholders or the supervisory board of the company. At the same time, the decision to conclude a major transaction is made on a mandatory basis with an independent external audit organization studying its conditions, taking into account the market value of the property, determined by the appraisal organization in accordance with the law.
XIII. CONCLUSION OF TRANSACTIONS WITH THE COMPANY'S AFFILIATES
13.1. Persons interested in making a transaction by the company are persons who are affiliated with this company.
13.2. Affiliated persons of the company are:
1) a legal entity that owns twenty or more percent of the shares of this company;
2) an individual, together with close relatives, who owns twenty or more percent of the shares of this company;
3) a member of the supervisory board, a person exercising the powers of a director or a member of the board of this company;
4) a legal entity, twenty or more percent in the authorized capital (authorized capital) of which is owned by this company;
5) a legal entity that is a subsidiary of this company or a subsidiary of the same company of which this company is a subsidiary;
6) a legal entity, twenty or more percent in the authorized capital (authorized capital) of which is owned by the same person as the person who owns twenty or more percent in the authorized fund (authorized capital) of this company;
7) a legal entity, at least one third of the composition of the supervisory board of which is made up of the same persons and their close relatives as the persons and their close relatives, who make up at least one third of the supervisory board of this company;
8) a legal entity in which the functions of the head of the executive body are performed by the same person or his close relatives as the person or his close relatives who is a director or a member of the board of this company;
9) a legal entity in which the functions of a head or a member of the executive body are performed by a person who, together with close relatives, makes up at least one third of the composition of the supervisory board of this company;
10) a legal entity, at least one third of the composition of the supervisory board of which, together with close relatives, is a person exercising the powers of a director or a member of the board of this company;
11) a legal entity that is part of the same economic association with this company.
13.3. Affiliated persons of a shareholder - an individual who is an affiliated person of the company, are recognized:
1) a legal entity, twenty or more percent of the authorized capital (authorized capital) of which is owned by this individual and (or) his close relatives;
2) a legal entity in which this shareholder or his close relatives are members of the supervisory board;
3) a legal entity in which this shareholder or his close relatives exercise the powers of a member of the executive body.
13.4. Information about a transaction with an affiliated person of the company, indicated in a written notification of the party to the proposed transaction, is studied by the executive body and the internal audit service of the company (if any). The study by the executive body of the company is carried out within three working days after receipt of a written notification. By decision of the director (chairman of the board), other employees of the company may be additionally involved in the study of this transaction.
13.5. The supervisory board of the company studies the information about the transaction with an affiliate and no later than fifteen days from the date of receipt of the written notice from the affiliate by the company makes a decision on the transaction.
13.6. If two or more members of the supervisory board of the company are affiliated persons, the decision on the transaction is made at the general meeting of shareholders in the manner and within the time limits established by this Law.
13.7. An affiliated person of the company is not entitled to participate in the discussion and does not have the right to vote when the supervisory board of the company or the general meeting of shareholders makes a decision on this transaction.
13.8. The decision to approve a transaction with an affiliate is made by the members of the company's supervisory board participating in the meeting unanimously or by a qualified majority of shareholders participating in the general meeting of shareholders.
13.9. The shareholder has the right to apply to the court directly or through the competent state bodies, which are entitled on his behalf to act as a plaintiff to recognize a transaction with an affiliate as invalid, as a result of which damage has been caused to the company or will be caused in the future as a result of this transaction.
13.10. Exceptions when making transactions with an affiliate.
13.11. The provisions of this Chapter shall not apply:
to transactions in which all shareholders of the company are interested;
to transactions made for the production and economic needs of the company, if the subject of the transaction are monopoly products, strategic types of material and technical resources, for which the legislation establishes a special procedure for sale;
to transactions made through exchange and auctions, if the subject of the transaction are raw materials and materials used for production and economic needs, as well as finished products produced by the company;
upon acquisition by the company of placed shares;
when carrying out procedures for the reorganization of the company;
when placing shares among shareholders;
when selling securities on the exchange and organized over-the-counter securities market.
XIV. ACCOUNTING AND FINANCIAL STATEMENTS OF THE COMPANY
14.1. The Company is obliged to keep accounting records and provide financial statements in accordance with the procedure established by law.
14.2. Responsibility for the organization, condition and reliability of accounting in the company, timely submission of the annual report and other financial statements to the relevant authorities, as well as information about the activities of the company provided to shareholders, creditors on the official website of the company and in the media, is borne by executive body of the company.
14.3. The reliability of the data contained in the financial statements of the company and provided to the general meeting of shareholders, balance sheet, profit and loss account, must be confirmed by an audit organization that is not related to the property interests of the company or its shareholders.
14.4. The company's annual report is subject to prior approval by the company's supervisory board no later than ten days before the date of the annual general meeting of shareholders.
14.5. The Company is obliged not later than two weeks before the date of the annual general meeting of shareholders to publish the annual financial statements prepared in accordance with the International Financial Reporting Standards after its external audit in accordance with the International Auditing Standards.
XIV. AUDIT COMMISSION, INTERNAL AUDIT SERVICE, CORPORATE CONSULTANT OF THE COMPANY
15.1. In order to exercise control over the financial and economic activities of the company, the general meeting of shareholders in accordance with the charter of the company elects an audit commission (auditor) for a period of one year.
15.2. Qualification requirements for the auditor or members of the audit commission of the company are established by the general meeting of shareholders. The same person may not be elected to the audit commission (auditor) of the same company more than three times in a row.
15.3. The competence of the audit commission (auditor) of the company is determined by this Law and the charter of the company.
15.4. The procedure for the activities of the audit commission (auditor) of the company is determined by the regulation approved by the general meeting of shareholders.
15.5. At the written request of the audit commission (auditor) of the company, persons holding positions in the executive body of the company are obliged to submit to it (him) documents on the financial and economic activities of the company.
15.6. The auditor or members of the audit commission of the company cannot simultaneously be members of the supervisory board of the company, as well as work under an employment contract (contract) in the same company.
15.7. Audit of the financial and economic activities of the company is carried out based on the results of activities for a year or another period at the initiative of the audit commission (auditor), the general meeting of shareholders, the supervisory board of the company or at the request of a shareholder (shareholders) who owns at least five percent of the voting shares of the company , by prior notice to the supervisory board of the company.
15.8. The internal audit service is accountable to the supervisory board of the company.
15.9. The internal audit service of the company exercises control and evaluation of the work of the executive body, branches and representative offices of the company by checking and monitoring their compliance with the law, the charter of the company and other documents, ensuring the completeness and reliability of the reflection of data in accounting and financial reporting, established rules and procedures for implementing business operations, safety of assets, as well as compliance with the requirements established by law for the management of the company.
15.10. The internal audit service of the company carries out its activities in accordance with the procedure determined by the legislation of the Republic of Uzbekistan.
15.11. Corporate consultant of a company performing the functions of control over compliance with corporate laws.
XVI. REORGANIZATION AND LIQUIDATION AND OTHER CASES OF THE COMPANY
16.1. The reorganization of the company is carried out in the form of merger, accession, division, separation and transformation by decision of the general meeting of shareholders.
16.2. The liquidation of the Company is carried out in accordance with the current legislation of the Republic of Uzbekistan.
16.3. Issues not specified in this Charter are carried out in accordance with the requirements of the new edition of the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholders' Rights".
General Director of
JSC «O’ZTEMIRYO’LYO’LOVCHI» J.T.Nurmukhamedov