«APPROVED»

decision of the general meeting of shareholders

JSC "Uzkishlokelektrkurilish"

dated June 15, 2019

protocol No. 1

POSITION

ON THE GENERAL MEETING OF SHAREHOLDERS

joint stock company

"Uzkishlokelektrkurilish"

Samarkand city – 2019у.

                                                                                                                              I.            GENERAL PROVISIONS

1.  This provision defines the status and regulates the work of the general meeting of shareholders of the joint stock company "Uzkishlokelektrkurilish", the procedure for its holding and decision-making.

2.  The Regulation was developed in accordance with the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholders' Rights", other regulatory legal acts, the Code of Corporate Governance, approved by the minutes of the meeting of the Commission on improving the efficiency of joint stock companies and improving the corporate governance system dated December 31, 2015 No. 9 and the Charter of Uzkishlokelektrkurilish Joint Stock Company (hereinafter - the Company).

3.  The company is obliged to hold an annual (regular) general meeting of shareholders annually. The Annual General Meeting of Shareholders is held no later than six months after the end of the financial year. At the same time, the Supervisory Board has the right, based on the current situation, to revise the date for holding the general meeting of shareholders and set a different date for holding the meeting.

4.  At the annual general meeting of shareholders, issues are resolved on the election of the supervisory board and the audit commission of the company, on the possibility of extending the term, renegotiating or terminating the agreement with the head of the executive body, 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 and other documents in accordance with paragraphs eleven and twelve of paragraph 7 of this regulation ...

5.  Meetings held in addition to annual general meetings are considered extraordinary general meetings of shareholders.

6.  The date and procedure for holding the general meeting of shareholders, the procedure for notifying shareholders about the holding of the general meeting of shareholders, the list of materials (information) provided to shareholders during the period of preparation for the general meeting is determined by the supervisory board of the company.

                                     II.            POWERS OF THE GENERAL MEETING OF SHAREHOLDERS, REGISTRATION OF SHAREHOLDERS AND THEIR AUTHORIZED REPRESENTATIVES

7.  The powers of the general meeting of shareholders include the following:

introduction of changes and additions to the charter of the company or approval of the charter of the company in a new edition;

reorganization of the company;

liquidation of the company, appointment of a liquidator (liquidation commission) and approval of interim and final liquidation balance sheets;

determination of the number of members of the supervisory board of the company, election of their members and early termination of their powers. Payment of bonuses and compensations to members of the Supervisory Board;

determination of the maximum size of authorized shares;

reduction of the authorized capital (authorized capital) of the company;

redemption of placed shares;

approval of the organizational structure of the company, election (appointment) of the head of the executive body (general director) of the company and early termination of his powers. Also, the Supervisory Board of the Company has the right to prematurely terminate (cancel) the agreement with the Chairman of the Management Board if he grossly violated the Company's charter or caused damage to the Company by his actions (inaction);

election of members of the Audit Commission of the company and early termination of their powers, as well as approval of the regulations on the Audit Commission. Payment of bonuses and compensations to members of the Audit Commission;

approval of annual reports, as well as based on the main directions and goals of the company's activities, approval of the mid-term and long-term development strategy of the company for a certain period;

distribution of the company's profits and losses;

hearing reports and opinions of the Supervisory Board and the Audit Commission (Auditor) of the company on issues falling within the competence of the Supervisory Council and the Audit Commission of the company, including compliance with the requirements established by law for the management of the company;

approval of the regulations of the general meeting of shareholders;

split and consolidation of shares;

on the basis of Chapter 8 of the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholders' Rights", making a decision to conclude a major transaction related to property, the book value of which or the value of the acquired property is more than fifty percent of the net assets of the company as of the date of the decision to conclude such transactions;

decision-making on the basis of Chapter 9 of the Law of the Republic of Uzbekistan "On joint stock companies and protection of shareholders' rights"

on the conclusion of a transaction with an affiliated person of the company;

making a decision to assume obligations to comply with the recommendations of the corporate governance code, and approve the form of information dissemination;

approval of regulations on the company's management bodies, including on the internal control policy, dividends, actions in case of a conflict of interest;

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8.  Decisions on the issues specified in paragraphs two-four, sixth, thirteen of clause 7 of this regulation, parts two and three of Article 84 and part five of Article 88 of the Law "On Joint Stock Companies and Protection of Shareholders 'Rights" are taken by a majority of three quarters of the shareholders' votes - owners of voting shares participating in the general meeting of shareholders.

9.  Decisions on other issues put up for voting are made by a majority of votes (simple majority) of shareholders - owners of voting shares of the company participating in the general meeting of shareholders.

10.  The General Meeting of Shareholders ensures a partnership between shareholders, members of the supervisory board and supervisory bodies based on mutual trust, respect, accountability and control.

11.  The General Meeting of Shareholders ensures equal treatment of all shareholders, regardless of their share, income level, gender, race, religion, nationality, language, social origin, personal and social status.

                                        III.            RIGHT TO PARTICIPATE IN THE GENERAL MEETING OF SHAREHOLDERS

12.  The right to participate in the general meeting of shareholders is vested in the shareholders registered in the register of shareholders of the company formed 3 calendar days before the officially announced date of the general meeting of shareholders.

12.

13.  At the request of a shareholder, the company is obliged to provide him with information on his inclusion in the register of shareholders formed for the general meeting of shareholders.

14.  The company provides an opportunity for the person participating in the general meeting of shareholders to receive a copy of the bulletin filled in by him at his expense.

15.  Changes to the generated register of shareholders of the Company may be made only in case of restoration of the violated rights of persons not included in the specified register as of the date of its preparation, or correction of errors made in its preparation, in the manner prescribed by law.

16.  To participate in the general meeting of shareholders, a shareholder or their authorized representatives must register at the place of the meeting at the specified time.

17.  The shareholders of the Company registered in the register of shareholders, their authorized representatives, the counting commission, employees of the internal audit service, a representative of the audit organization that conducted the audit, members of the supervisory board and executive body, members of the audit commission, as well as the committee of minority shareholders (if any), as well as other persons at the invitation of the chairman of the supervisory board.

18.  Members of the supervisory board, executive body and audit commission of the Company, as well as a representative of the audit organization that conducted the audit must participate in the general meeting of shareholders with a report of their body.

19.  Persons whose candidacies are proposed for membership in the Supervisory Board, Audit Commission and for the position of General Director may participate in the General Meeting of Shareholders, at which their candidatures will be considered.

20.  The representative of the shareholder at the general meeting of shareholders acts on the basis of a power of attorney drawn up in writing. The power of attorney to vote must contain information about the represented and the representative (name or title, place of residence or location, passport data). A power of attorney to vote on behalf of an individual must be notarized. A power of attorney to vote on behalf of a legal entity must be certified by the signature of the head of the legal entity and the seal of this legal entity.

21.  A shareholder has the right at any time to replace his representative at the general meeting of shareholders or to personally take part in it.

22.  Individuals arriving to participate in the general meeting of shareholders must present a passport or other document proving the identity of the shareholder, registration of the shareholder's representative is carried out after presenting also a notarized power of attorney.

23.  The head of the legal entity (shareholder of the company) exercises his powers at the general meeting of shareholders on the basis of a legal document on his appointment to the position, as well as a document proving his identity.

24.  A representative of a legal entity (shareholder of a company) may participate in a general meeting of shareholders only if he has a power of attorney issued in his name, signed by the head of the legal entity or another representative of the legal entity to whom such powers are represented by the constituent documents of the legal entity, and certified by the seal of the legal entity. faces.

25.  If a share of the company belongs to several persons as shared property, the powers of voting at the general meeting of shareholders, at their request, can be exercised by one of the participants in the shared property, or such powers can be granted to one of their common representatives. The powers of each specified person must be properly formalized.

26.  In accordance with the register of shareholders of the company, formed for holding the general meeting of shareholders, a list is drawn up in the form in Appendix No. 1 of these Regulations.

27.  The registration list must be bound, numbered, laced and certified by the seal of the joint stock company.

28.  When holding a general meeting, shareholders (their representatives) sign in the registration list and, based on the number of voting shares of each shareholder according to the data of the register of shareholders of the company, receive a set of voting ballots (Appendix No. 2).

29.  If a meeting participant has submitted a power of attorney to reflect the interests of one or several shareholders, he is given a ballot paper for voting of the shareholder (shareholders) whose interests he expresses, and in the registration list, opposite the name of the shareholder he represents, the entry “by power of attorney issued on ______” for “__________ pieces (number) of voting shares”, the surname, name, patronymic of the representative is also indicated

         IV.            PREPARATION FOR CARRYING OUT ANNUAL GENERAL MEETING OF SHAREHOLDERS

30.  In order to hold a general meeting of shareholders within the time period specified in clause 3. of these regulations and conduct high-quality preparation, the executive body of the company, together with a corporate consultant (if any), shall carry out the following:

- conclusion with an audit organization selected by the decision of the general meeting of shareholders to conduct an audit, as well as drawing up financial statements in accordance with international financial reporting standards, determining the exact deadline for an external audit under an audit agreement in accordance with international financial reporting standards;

- after carrying out an external audit of financial statements drawn up in accordance with international financial reporting standards, ensure that they are announced annually two rather than before a certain date of the general meeting of shareholders;

Also, the executive body of the company develops (prepares) the following:

- the rules of the general meeting, in the distribution of net profit (compensation for losses), justification of each direction, other documents considered at the general meeting, as well as draft proposals for the formation of the counting commission. Generalization of shareholders' proposals for inclusion in the agenda for the general meeting of shareholders of the company, as well as information on candidates for the supervisory board and the audit commission of the company, and other information;

- annual reports of the company, as well as based on the main directions and goals of the company's activities, a strategy for the mid-term and long-term development of the company, determined for a specific period;

- a report of the executive body on the implementation of the indicators of the company's business plan and measures taken to achieve the development strategy, holding a competition to select an audit organization to conduct an audit;

31.  After the development (preparation) by the executive body of the company of the materials specified in part two of clause 30 of this regulation, submits them for consideration for discussion by the supervisory board.

32.  When preparing for the General Meeting of Shareholders, the Supervisory Board of the company determines the following:

- date, place and time of the general meeting;

- the agenda of the general meeting;

- the date of formation of the register of shareholders of the Company for holding a general meeting and notification of shareholders;

- the procedure for notifying shareholders of the general meeting;

- a list of materials (information) provided to shareholders during the period of preparation for the general meeting;

- the form and text of the voting ballot.

33.  The date of the general meeting of shareholders cannot be set less than twenty-one and more than thirty days from the date of the decision to hold it.

34.  The notice of holding a general meeting of shareholders is published on the Unified portal of corporate information, on the official website of the company and in the media, and is also sent to shareholders by e-mail no later than twenty-one days, but no earlier than thirty days before the date of the general meeting of shareholders (Appendix No. 3).

35.  The notice on holding a general meeting of shareholders must contain:

- the name and location (postal address) of the company, as well as the electronic postal address;

- date, time and place of the general meeting;

- the date of compiling the register of shareholders of the company;

- issues included in the agenda of the general meeting;

- the procedure for familiarizing shareholders and a government representative with information (materials) to be provided to shareholders in preparation for the general meeting.

36.  The information (materials) to be provided to shareholders and a government representative in preparation for the general meeting of shareholders include the company's annual report, the conclusion of the audit commission (auditor) of the company and the audit organization based on the results of the audit of the company's annual financial and economic activities, information on candidates members of the supervisory board and the audit commission (auditors) of the company, draft amendments and additions to the charter of the company, or the draft charter of the company in a new edition, as well as medium-term and long-term development strategy of the company and other necessary information on the agenda, as well as information on positions of the supervisory board on the agenda of the general meeting.

37.  The list of additional information (materials) subject to mandatory provision to shareholders in preparation for the general meeting of shareholders may be determined by the authorized state body for the regulation of the securities market.

38.  Shareholders of the company who own at least one percent of the Company's ordinary shares, no later than 90 days from the end of the financial year, have the right to make proposals on the agenda of the annual general meeting of shareholders, distribution of profits, to nominate candidates to the supervisory board and audit commission, the number of which should not exceed the quantitative composition of these bodies, with the right to change candidates before the day of the general meeting.

39.  An item on the agenda of the general meeting of shareholders shall be introduced in writing, indicating the reasons for raising it, the surname and first name (names) of the shareholder (shareholders) introducing the issue, the number and type of shares owned by him.

40.  When making proposals for the nomination of candidates to the supervisory board and the audit commission (auditor) of the company, including in the case of self-nomination, the name of the candidate, the number and type of shares owned by him (if the candidate is a shareholder of the company), as well as names and the names (names) of the shareholders (shareholder) nominating the candidate, the number and type of shares they hold.

41.  The supervisory board of the company must consider the proposals received, and after the expiration of the term specified in paragraph 38 of this regulation, no later than ten days make a decision on the inclusion of the issue in the agenda of the general meeting of shareholders or on refusal to include it in the agenda.

42.  The issue submitted by the shareholder (shareholders), as well as the candidates for voting in the Supervisory Board and Audit Commission must be included in the list, except for the following cases:

- failure by the shareholder (shareholders) to comply with the terms specified in clause 38 of this provision;

- the shareholder (shareholders) do not have the number of voting shares provided for in paragraph 38 of this Regulation;

- the information provided for in paragraph 39 of this provision is not fully presented;

- the proposals do not meet the legal requirements.

43.  A shareholder (shareholders) shall have the right to amend the list of candidates for the Supervisory Board and Audit Commission specified by him / her not later than three business days from the date of the official announcement of the date of the annual general meeting of shareholders.

44.  A reasoned decision of the Company's Supervisory Board to refuse to put an issue on the agenda or a candidate to vote in the election of members of the Supervisory Board and Audit Commission must be sent to the shareholder (shareholders) no later than three business days from the date of the proposal.

45.