REGISTERED

in the Ministry of Justice of the Republic of Uzbekistan

August 5, 2014

APPROVED

at the extraordinary General meeting of shareholders of  Joint-Stock Company "Uzbek Republican Currency Exchange"

July 11, 2014

(Protocol No. 68)

Taking into account the made changes:

The protocol No. 70 of June 19, 2015

The protocol No. 73 of June 29, 2016

 

CHARTER OF JOINT-STOCK COMPANY

"UZBEK REPUBLICAN CURRENCY EXCHANGE"

(new edition)

 

I. GENERAL TERMS

 

1. Joint-Stock Company "Uzbek Republican Currency Exchange" (further - the Exchange) operates in accordance with the Laws of the Republic of Uzbekistan "About joint-stock companies and protection of shareholder rights", "About exchanges and exchange activities", the Civil Code, the Code of Corporate Governance, approved Protocol of the meeting of the Commission on increasing the efficiency of joint-stock companies and improving the corporate governance system of December 31, 2015 No. 9, and other acts of legislation of the Republic of Uzbekistan.

 

II. TRADE NAME AND LOCATION

 

2. Full trade name of the Exchange:

In Uzbek (in Cyrillic): «Ўзбекистон республика валюта биржаси» акциядорлик жамияти.

In Uzbek (in Latin): «O’zbekiston respublika valyuta birjasi» aksiyadorlik jamiyati.

In English: Joint-Stock Company «Uzbek Republican Currency Exchange».

In Russian: Акционерное общество «Узбекская республиканская валютная биржа».

3. Abbreviated name of the Exchange:

In Uzbek (in Cyrillic): «ЎзРВБ» АЖ (ЎзРВБ).

In Uzbek (in Latin): «O’zRVB» AJ (О’zRVB).

In English: JSC «UzRCE» (UzRCE).

In Russian: АО «УзРВБ» (УзРВБ).

4. The location of the Exchange (mailing address): 4 Sh. Rashidov Avenue Tashkent the Republic of Uzbekistan 100084.

5. E-mail address of the Exchange: info@uzrvb.uz

 

III. PURPOSES, MAIN DIRECTIONS AND TERMS OF ACTIVITY

 

6. The Exchange - a legal entity that is the organizer of exchange trades in the foreign exchange market, the government securities market, derivative financial instruments (derivatives) and the money market based on established rules in a pre-determined place and at a certain time.

The purpose of the Exchange is to ensure the organization and streamlining of the market of exchange commodities and the formation on it of commodity prices on the basis of demand and supply.

7. The main activities of the Exchange are:

1) organization and conduct of inter-bank exchange trades for the purchase and sale of foreign currency, the determination of exchange rate of the national currency to foreign currencies by the results of trades;

2) organization and conduct of trading in government securities, the recording of rights to government securities and their storage, as well as clearing and settlement of transactions;

3) organization and conduct of exchange trades with derivative financial instruments (derivatives);

4) organization and conduct of exchange trades in the money market;

5) clearing and settlement of transactions of participants in exchange trades in national and foreign currencies;

6) realization of quoting (price determination) of exchange commodities on the basis of the ratio of their demand and supply;

7) development of the Exchange's infrastructure;

8) development of exchange trading rules mandatory for the Exchange members, as well as standard contracts and standard forms of documents for execution of concluded transactions;

9) maintaining a high level of professional qualification of members of the Exchange (traders);

10) providing participants of exchange trades with relevant information on the results of each exchange trade, providing them with the necessary consultative and other types of services;

11) development and implementation of software and automated complexes for the organization and conduct of exchange trades, as well as for clearing and settlement of concluded trades, accounting and storage of government securities;

12) implementation of other types of activities in accordance with the legislation of the Republic of Uzbekistan.

8. The term of the Exchange is not limited.

 

 

IV. LEGAL POSITION

 

9. The Exchange is a legal entity in the form of joint-stock company, owns a separate property, including property transferred to it in the authorized fund (authorized capital), recorded on its own balance sheet.

10. The Exchange has the right to open bank accounts on the territory of the Republic of Uzbekistan and abroad.

11. The Exchange purchases the status of the legal entity from the moment of the state registration in accordance with the established procedure and is guided in the activities by the legislation and this Charter.

12. The Exchange has the right to conclude transactions in its own name, acquire and perform property and non-property rights, incur obligations, be a claimant and a defendant in court.

13. The Exchange can create branches and open representations in the territory of the Republic of Uzbekistan and other states, have subsidiary and dependent business companies in the form of a joint-stock company or a limited liability company.

14. The Exchange is responsible for its obligations with all its property.

Shareholders are not liable for the Exchange's obligations and bear the risk of losses associated with its activities, within the limits of the value of their shares.

15. Shareholders who do not fully pay shares are jointly and severally liable for the Exchange's obligations within the unpaid portion of the value of their shares. The Exchange is not responsible for the obligations of its shareholders.

16. The Exchange has a round seal containing its full corporate name in the state language and an indication of its location. The Exchange has the right to have stamps and letterheads with its name, its own logo, registered trademark and other means of individualization of participants in civil turnover, goods, works and services registered in the established order.

On the Exchange office work is conducted in the state language, and along with the state language can be implemented in other languages. The official languages ​​of the Exchange are Uzbek and Russian.

17. The Exchange has the right:

create a quotation, arbitration and other exchange commissions;

stop trading on the Exchange, if the quotes (prices) of exchange commodities deviate by more than the limit determined by the Exchange;

issue newsletters, reference books and other information and promotional materials.

The Exchange may have other rights in accordance with the law.

18. The Exchange shall:

Organize exchange trades;

Carry out quoting (price determination) of exchange commodities on the basis of the ratio of their demand and supply;

Timely inform the participants of the Exchange trades on the place and time of exchange trades;

Create conditions for ensuring the execution of concluded exchange transactions;

Determine, clarify and offset mutual obligations of participants in exchange trades (clearing), as well as mutual settlements between them through special accounts opened with the bank;

Keep separate records of the Exchange's cash and the Exchange members;

Regularly (at least once a week) place on its official website the quotes (prices) of commodities, as well as inform the participants of exchange trades on the results of each exchange trade.

Conduct analysis of the correspondence of business processes and projects to the goals of the Exchange development;

Ensure equal treatment of all shareholders regardless of their share, income, sex, race, religion, nationality, language, social origin, personal and social status.

To ensure the transparency of its operations, the Exchange:

Defines clear criteria for classifying information as confidential information, commercial secret, as well as information that may affect the change in the share price;

Provides publication of the information subject to mandatory disclosure on the Exchange official website and in other sources provided by law;

Discloses at the general meeting of shareholders the amount of remuneration and compensation of the Executive Office;

Publishes on the official website of the Exchange information on the Executive Office and evaluation of its performance, on the structure of the share capital (shareholders with a share of over 20%);

Publishes the rationale for the proposed distribution of net profit, the amount of dividends, the assessment of their compliance with the dividend policy adopted on the Exchange, and, if necessary, explanations and economic justifications for the amount of the direction of a certain part of the net profit for the needs of the Exchange development;

Submits other information about the Exchange (except for confidential information, commercial secret), which is necessary for shareholders, within a reasonable time at the request of shareholders.

The Exchange may also bear other obligations in accordance with the legislation.

 

 

V. AUTHORIZED FUND (AUTHORIZED CAPITAL), ORDER OF ITS INCREASE AND REDUCTION

 

19. The authorized fund (authorized capital) of the Exchange is made up of the nominal value of the Exchange shares purchased by shareholders and expressed in the national currency of the Republic of Uzbekistan. The authorized fund (authorized capital) of the Exchange is 1 069 600 000 (one billion sixty-nine million six hundred thousand) sums and consists of 1,069,600 (one million sixty-nine thousand six hundred) registered common shares with a nominal value of 1,000 (one thousand) sums each.

Shares are issued in non-documentary form in the form of entries in the accounting registers in electronic form.

20. The authorized fund (authorized capital) of the Exchange can be increased by placing additional shares.

Additional shares may be placed by the Exchange only within the limits of the number of declared shares established by the Charter of the Exchange.

The increase in the authorized fund (authorized capital) of the Exchange is registered in the amount of the nominal value of the placed additional shares. At the same time, the number of declared shares of certain types specified in the Charter of the Exchange should be reduced by the number of additional shares of these types placed.

21. Decisions on increasing the authorized fund (authorized capital) of the Exchange by increasing the nominal value of shares and making appropriate changes to the Charter of the Exchange are adopted by the general meeting of shareholders in accordance with the procedure established by law.

The decision on the increase of the authorized fund (authorized capital) of the Exchange shall specify the number of additional ordinary shares and preferred shares to be placed, the terms and conditions for their placement.

22. The authorized fund (authorized capital) of the Exchange can be reduced by reducing the nominal value of shares or reducing their total number, including by acquiring part of the shares by the Exchange with subsequent cancellation.

23. Decisions to reduce the authorized fund (authorized capital) and on making appropriate changes to the Charter of the Exchange are adopted by the general meeting of shareholders in accordance with the procedure established by law.

 

 

VI. SHARES AND SHAREHOLDERS OF THE EXCHANGE

 

24. The Exchange's shares are registered equity securities and, by type, they are ordinary shares.

25. A shareholder of the Exchange is a legal or physical person who owns shares of the Exchange on the basis of ownership or other proprietary right.

26. A simple share of the Exchange gives each shareholder owning it the same rights as other holders of shares of this type.

27. Shareholders are entitled to:

1) inclusion in the shareholder register of the Exchange;

2) receipt in respect of himself of an extract from the depo account in the depository;

3) receiving a part of the Exchange's profit in the form of dividends;

4) receiving a part of the property in case of liquidation of the Exchange in accordance with the share owned by them;

5) participation in the management of the Exchange by voting at general meetings of shareholders;

6) obtaining in the established order full and reliable information on the results of the financial and economic activities of the Exchange;

7) free disposal of the dividend received;

8) protection of their rights in an authorized state body for regulating the securities market, as well as in court;

9) demand for compensation of losses caused to them in the established order;

10) joining in associations and other non-governmental non-profit organizations with the purpose of representing and protecting their interests;

11) insurance of risks associated with possible losses, including lost profits in the acquisition of securities;

12) carrying out transactions in exchange trades in the presence of an appropriate license issued by authorized state officers for the performance of a certain type of activity, and also taking into account the fulfillment of the requirements provided for by this Charter and internal normative documents governing the activities of the Exchange.

Owners of at least one percent of the Exchange common shares have the right to demand the convening of a meeting of the Supervisory board and make proposals on the agenda, the distribution of profits, candidatures for members of the management and control bodies, with the possibility of replacing them prior to the general meeting of shareholders.

Proposals to the agenda of the general meeting of shareholders of the Exchange are sent by shareholders owning at least one percent of the Exchange voting shares within a period not later than sixty days after the end of the financial year of the Exchange, also shareholders have the right to nominate candidates to the Supervisory board and the Exchange's revision commission, the number of which cannot exceed the quantitative composition of these bodies.

Minority shareholders should not interfere with the activities of the Exchange's management bodies by unreasonably demanding documents and using confidential information and trade secrets.

28. Shareholders may have other rights in accordance with the legislation and the Charter of the Exchange.

29. The performance of rights by a shareholder should not violate the rights and legally protected interests of other shareholders.

 

 

VII. ORDER AND CONDITIONS OF SHARE PLACING BY THE EXCHANGE

 

30. In case of share placing of the Exchange their payment is performed by a money.

The Exchange conducts a private subscription to the shares it issues through private placement.

In the event of the issue of additional shares of the Exchange, the shareholders have the privilege to purchase shares in proportion to their share in the authorized fund (authorized capital).

31. Rights to share shall be transferred to the acquirer from the moment of entering the relevant entry in the depo account of the acquirer and are confirmed by an extract from the depo account issued by the depositary in the manner prescribed by law.

32. Rights certified by shares are transferred to their acquirer from the moment of transfer of rights to this security.

33. The term for placement by the Exchange of shares shall not exceed one year from the date of state registration of their issue.

34. Shares are given to the shareholder after full payment.

35. The procedure and terms of payment for acquired shares shall be established by the general meeting of shareholders.

36. Shareholders of the Exchange have the privilege to purchase shares sold by other shareholders of the Exchange at the price and on conditions of offering to a third party in proportion to the number of shares owned by each of them.

37. A shareholder of the Exchange selling its shares is obliged to notify in writing through the Exchange other shareholders of the intention to sell their shares with an indication of the price and terms of the offer to a third party.

38. The Exchange notifies other shareholders in writing within five days from the moment of notification of the Exchange by the shareholder about the intention to sell its shares to the shareholder.

39. The Exchange has the privilege to purchase shares sold by its shareholders, unless other shareholders of the Exchange have performed their privilege.

40. The period for exercising the privilege to purchase shares is thirty days from the date of the offer of shares for sale.

41. If the shareholders of the Exchange and the Exchange do not perform the privilege to purchase shares offered for sale, shares may be sold to a third party at the price and on terms communicated to the Exchange and its shareholders.

42. Shares that are not paid in due time are at the disposal of the Exchange.

43. The Exchange has the right to purchase the shares placed by it under the decision of the general meeting of shareholders to reduce the authorized fund (authorized capital) of the Exchange by purchasing a part of the placed shares and reducing their total number, as well as by decision of the Supervisory board of the Exchange with a view to their subsequent resale in accordance with the established procedure.

44. Shares placed at the disposal of the Exchange do not provide voting rights, are not taken into account when counting votes, no dividends are accrued on them. The shares placed at the disposal of the Exchange with a view to their subsequent resale must be realized not later than one year from the moment of their receipt at the disposal of the Exchange, otherwise the general meeting of shareholders shall take a decision to reduce the authorized fund (authorized capital) of the Exchange. Shares that are not sold in the specified period are subject to cancellation.

45. When the Exchange places shares, shareholders have the privilege to acquire them. A shareholder, including who voted against or was absent from a general meeting of shareholders, has the privilege to purchase in an amount proportional to the number of shares of this type owned by him. The list of persons having the previlige to purchase shares is drawn up on the basis of the data of the shareholder register of the Exchange as of the date of the decision to issue these shares.

46. ​​The procedure for exercising the prev to purchase shares is determined by the Charter of the Exchange and in accordance with the legislation of the Republic of Uzbekistan.

 

 

VIII. SHAREHOLDER REGISTER OF THE EXCHANGE

 

47. Shareholders of the Exchange are registered in the shareholder register. The shareholder register of the Exchange represents the list of the registered shareholders created for a certain date with indication of the name, quantities, nominal value and type of the shares owned by them, and also the data allowing to send information to the persons registered in the register.

48. Forming of the shareholder register of the Exchange is performed by the Central Securities Depository performing functions of the central registrar on a condition of custody accounts of owners of securities in depositaries in the order established by the legislation.

 

 

IX. MEMBERS OF THE EXCHANGE, THEIR RIGHTS AND DUTIES

 

49. Members of the Exchange are banks and other legal entities - residents of the Republic of Uzbekistan, who, in accordance with the procedure established by the Exchange, have the right to participate in exchange trades and conclusion of exchange transactions.

50. Admission to the Exchange members and expulsion from the Exchange members is carried out by the decision of the Supervisory board of the Exchange (the Supervisory board). The procedure for admission to the Exchange members, the requirements for members of the Exchange, their rights and obligations, the procedure for admission to trading, as well as exceptions from the members of the Exchange are determined in accordance with the “Provision on Membership in Joint-Stock Company "Uzbek Republican Currency Exchange".

51. Admission to the Exchange members is carried out in the presence of an appropriate license issued by authorized state bodies for the implementation of a certain type of activity.

52. Members of the Exchange pay a membership fee in national currency, in the amounts and in the order established by the Supervisory board.

53. Members of the Exchange have the right:

1) to participate in exchange trades and conclude exchange transactions;

2) to participate in the activities of exchange commissions;

3) to take part in the development of rules of exchange trade;

4) to use the services provided by the Exchange;

5) to receive information on the results of each exchange trade.

54. Members of the Exchange may have other rights in accordance with the legislation and rules of exchange trade.

55. Members of the Exchange are obliged:

1) to carry out its activities on the Exchange in accordance with the legislation and rules of exchange trade;

2) comply with the regulations of this Charter and other internal regulatory documents governing the activities of the Exchange;

3) timely provide the Exchange with complete information related to their participation in exchange trades and conclusion of exchange transactions;

4) not to disclose to third parties information protected in accordance with the legislation of the Republic of Uzbekistan.

56. Members of the Exchange may incur other obligations in accordance with the legislation and rules of exchange trade.

57. Members of the Exchange have the right to carry out exchange transactions:

on his own behalf and at his own expense;

on his behalf on behalf of the client and at his expense.

 

 

X. MANAGEMENT STRUCTURE OF THE EXCHANGE. GENERAL MEETING OF SHAREHOLDERS

 

58. The Exchange's management bodies are the general meeting of shareholders, the Supervisory board and the Executive Office (the Chief executive officer). The general meeting of shareholders is the supreme governing body of the Exchange.

59. The general meeting of shareholders is headed by the chairman of the Supervisory board, and in case of his absence for valid reasons - one of the members of the Supervisory board.

The chairman of the general meeting of shareholders has the power to authorize the authorization of audio and video recordings and the transmission of the general meeting of shareholders in the Internet.

60. The right to participate in the general meeting of shareholders of the Exchange is performed by the shareholder personally or through his representative.

Shareholders who cannot personally participate in the general meeting of shareholders can take part in voting by e-mail (with confirmation by an electronic digital signature), as well as by delegating their authority to a representative or holding a general meeting in the video-conferencing mode.

Representatives may be permanent or appointed for a certain period of time.

61. A representative of a shareholder at a general meeting of shareholders acts on the basis of a power of attorney drawn up in writing. The shareholder has the right at any time to replace his representative at the general meeting of shareholders or personally participate in it.

62. The general meeting of shareholders (annual general meeting of shareholders) is held annually. The annual general meeting of shareholders is held until June 30 after the end of the fiscal year. At the annual general meeting of shareholders, the issues on election of the Supervisory board and the Audit commission of the Exchange are resolved, the possibility of extending the term, renewal or termination of the agreement with the sole Executive Office (the Chief executive officer), as well as the annual report of the Exchange, reports of the Executive Office and the Supervisory board of the Exchange on the adopted measures to achieve the development strategy of the Exchange and other documents.

In addition to the annual general meetings of shareholders are extraordinary.

63. The date and procedure for holding a general meeting of shareholders, the procedure for informing shareholders about its conduct, the list of materials (information) provided to shareholders when preparing for the general meeting of shareholders is established by the Supervisory board.

64. The announcement of the general meeting of shareholders of the Exchange is published on the Exchange's official website, in the media, and sent to shareholders by email no later than seven days, but not earlier than thirty days before the date of the general meeting of shareholders.

65. Shareholders registered in the shareholder register of the Exchange, formed three business days before the date of the general meeting of shareholders, have the right to participate in the general meeting of shareholders.

66. At the request of the shareholder, the Exchange is obliged to provide him with information on including him in the shareholder register of the Exchange, formed for holding the general meeting of shareholders.

67. Changes in the shareholder register of the Exchange may be made in accordance with the procedure established by legislative acts only in case of restoration of the violated rights of persons not included in the specified register as of the date of its formation or correction of mistakes made at its formation.

68. An extraordinary general meeting of shareholders is held by decision of the Supervisory board of the Exchange on the basis of its own initiative, a written request of the audit commission, and also a shareholder (shareholders) owning at least five percent of voting shares. Written notice of the date, time, venue and agenda of the meeting shall be sent to the shareholders no later than seven days before the date of the meeting.

69. The meeting of shareholders is considered eligible if shareholders or their representatives who have more than fifty percent of the votes participate in it.

70. Voting at the meeting of shareholders is conducted on the principle of "one voting share - one vote".

71. The competence of the general meeting of shareholders of the Exchange includes:

1) amendments and additions to the Charter of the Exchange or the approval of the Charter of the Exchange in a new version;

2) the Exchange reorganization;

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

4) determination of the number of members of the Supervisory board, election of its members and early termination of their powers;

5) determination of the maximum amount of declared shares;

6) increase in the authorized fund (authorized capital) of the Exchange;

7) decrease in the authorized fund (authorized capital) of the Exchange;

8) acquisition of own shares;

9) approval of the Exchange organizational structure, formation of the Executive Office, election (appointment) of its head and early termination of its powers;

10) election of members of the Audit commission of the Exchange and early termination of their powers, as well as approval of the Provision on the Audit commission;

11) adoption of a decision on the conduct of an audit, on the definition of an audit organization and the limit;

12) approval of the Exchange annual report, as well as approval and introduction of amendments and additions to the Exchange development strategy for the medium and long term with the definition of its specific terms based on the main directions and purpose of the Exchange;

13) distribution of profits and losses of the Exchange;

14) hearing of the reports of the Supervisory board and the conclusions of the audit commission on matters within their competence, including compliance with the Exchange management requirements established by legislation;

15) determining the price of placement (placing on exchange and organized over-the-counter securities market) of shares;

16) approval of documents defining the procedure for the activities of the Exchange management bodies, as well as provision on internal control, dividend policy, procedures for conflicts of interest and procedures for interaction of internal control bodies (the internal audit and auditing commission) with the Supervisory board, the general meeting of shareholders and shareholders;

17) approval of statement of the general meeting of shareholders;

18) splitting and consolidation of shares;

19) decision on making major transactions by the Exchange and conclusion of transactions with affiliated persons of the Exchange in cases stipulated by law;

20) decision on the obligation to follow the recommendations of the Corporate Governance Code;

21) deciding on the involvement of independent professional consultancy organizations to analyze the correspondence of business processes and projects to the goals of the Exchange development;

22) discussion on the definition of transactions related to the current economic activities of the Exchange, for the independent fulfillment by the Executive Office of transactions with affiliated parties and large transactions;

23) decision on granting to the Supervisory board the right to determine the procedure, conditions for rendering (receiving) and making decisions on charitable (sponsor) or gratuitous assistance;

24) determination (approval) of the procedure for holding a general meeting of shareholders by e-mail (with confirmation by an electronic digital signature), as well as by delegating its authority to a representative or holding a general meeting in video-conferencing mode;

25) solving other issues in accordance with the law.

72. The matters provided for by the Charter, referred to the competence of the general meeting of shareholders, cannot be transferred to a decision of the Supervisory board or the Executive Office of the Exchange.

73. The decision of the general meeting of shareholders on an item put to a vote is adopted by a majority of votes of the shareholders owning the voting shares of the Exchange (by a simple majority) participating in the meeting, unless otherwise stipulated by law.

74. The decision on the matters specified in subparagraphs 1), 2), 3), 5), 14), 19) of paragraph 71 of the Charter shall be adopted by the general meeting of shareholders by a majority of three fourths of votes of shareholders holding voting shares participating in the general meeting of shareholders (by a qualified majority).

75. The general meeting of shareholders has no right to decide on issues not included in the agenda of the meeting, as well as to make changes to the agenda.

76. The decisions taken by the general meeting of shareholders of the Exchange, as well as the results of voting, shall be communicated to the Exchange shareholders within thirty days from the date of adoption of these decisions.

77. The minutes of the general meeting of shareholders of the Exchange shall be made not later than ten days after the closing of the general meeting of shareholders in two copies.

78. The minutes of the general meeting of shareholders shall state:

1) date, time and place of the general meeting of shareholders;

2) the total number of votes held by shareholders - owners of voting shares;

3) the number of votes held by shareholders participating in the general meeting;

4) the chairman and secretary of the general meeting, the agenda of the meeting;

5) the main regulations of speeches, questions put to the vote, and the results of voting on them, decisions adopted by the meeting.

79. Both copies of the protocol of the general meeting of shareholder of the Exchange are signed by the chairman of the general meeting and the secretary of the general meeting.

80. After signing the minutes of the general meeting of shareholders, the secretary shall transfer to the Exchange archive the documents of the meeting, including the shareholders' registration list, sealed voting ballots, the protocol on the voting results signed by the members of the counting commission, and the minutes of the general meeting of shareholders.

 

 

XI. THE SUPERVISORY BOARD

 

81. The Supervisory board performs overall management of the Exchange's activities and carries out its activities in accordance with the “Provision on the Supervisory board of Joint-Stock Company “Uzbek Republican Currency Exchange”, in which representatives of shareholders are elected.

Independent members can be included in the Supervisory board.

82. Members of the Supervisory board of the Exchange are elected by the general meeting of shareholders for a period of one year and can be re-elected unrestrictedly.

83. The number of members of the Supervisory board of the Exchange is seven.

84. The chairman of the Supervisory board of the Exchange is elected by the members of the Supervisory board from among its members by a majority of votes of the total number of members of the Supervisory board.

85. The Supervisory board of the Exchange has the right to re-elect its chairman by a majority of votes of the total number of members of the Supervisory board.

86. Elections of the members of the Supervisory board of the Exchange are made by cumulative voting.

87. In cumulative voting, the number of votes belonging to each shareholder is multiplied by the number of persons who are to be elected to the Supervisory board of the Exchange and the shareholder is entitled to give back the votes thus obtained in full for one candidate or distribute them among two or more candidates.

88. The meeting of the Supervisory board of the Exchange is convened on its own initiative by its chairman, at the request of a member of the Supervisory board, the Audit commission, the Executive Office of the Exchange, as well as holders of at least one percent of the Exchange common shares. The quorum for taking decisions is participation in the meeting of the Supervisory board of the Exchange at least seventy-five percent of the total number of members of the Supervisory board. When resolving issues at a meeting of the Supervisory board of the Exchange, each member of the Supervisory board has one vote. In case of equality of votes, the voice of the presiding officer shall be decisive.

89. At the meeting of the Supervisory board of the Exchange, a protocol is kept. The minutes of the meeting of the Supervisory board of the Exchange shall be drawn up not later than ten days after its holding.

90. The minutes of the meeting include:

1) the date, time and place of its conduct;

2) persons present at the meeting;

3) agenda of the meeting;

4) issues put to vote, results of voting on them;

5) adopted decisions.

91. The minutes of the meeting of the Supervisory board of the Exchange shall be signed by the members of the Supervisory board participating in the meeting who are responsible for the correct execution of the minutes.

92. Decisions of the Supervisory board of the Exchange can be adopted by absentee voting (by poll) by all members of the Supervisory board unanimously.

Meetings of the Supervisory board can be held in the video-conferencing mode.

93. The competence of the Supervisory board of the Exchange includes:

1) determination of priority activities of the Exchange with regular hearing reports of the Executive Office of the Exchange on measures taken to achieve the Exchange development strategy;

2) convocation of annual and extraordinary general meetings of shareholders of the Exchange;

3) preparation of the agenda for the general meeting of shareholders;

4) determination of the date, time and place of the general meeting of shareholders;

5) determination of the date of formation of the shareholders register of the Exchange for notification of the general meeting of shareholders;

6) introducing for the decision of the general meeting of shareholders the issues on introducing amendments and additions to the Charter of the Exchange or approval of the Charter of the Exchange in a new version;

7) organization of the establishment of the market value of the Exchange's property;

8) approval of the annual business plan of the Exchange;

9) creation of internal audit service and appointment of its employees, as well as quarterly hearing of its reports;

10) access to any documents related to the activities of the Executive Office of the Exchange and receipt thereof from the Executive Office for the execution of the duties assigned to the Supervisory board of the Exchange. Received documents can be used by the Supervisory board and its members solely for official purposes;

11) making proposals for taking a decision at the general meeting of shareholders on the conduct of an audit, on determining the audit organization and the maximum amount of payment for its services;

12) creation of branches and opening of the Exchange offices;

13) creation of subsidiaries and affiliates of the Exchange;

14) recommendations on the size of the dividend, the form and procedure for its payment;

15) use of the reserve fund and other funds of the Exchange;

16) decision on the conclusion of a major transaction, the subject of which is property, the book value or purchase price of which is from fifteen to fifty percent of the net assets of the Exchange as of the date of making a decision on the completion of such a transaction, and also in cases provided for by law, decision-making on conclusion of transactions with affiliated persons of the Exchange;

17) conclusion of transactions related to the participation of the Exchange in commercial and non-commercial organizations, in accordance with the procedure established by law;

18) introduction of questions on the increase of the authorized fund (authorized capital) of the Exchange, as well as issues on making amendments and additions to the Charter of the Exchange related to the increase of the authorized fund (authorized capital) of the Exchange and reduction of the number of announced Exchange shares, to the general meeting of shareholders for decision-making;

19) establishment of remuneration and compensation payments to the Executive Office of the Exchange;

20) approval of the procedure for admission to the Exchange, suspension, termination of membership;

21) creation of committees (working groups) under the Supervisory board of the Exchange on relevant issues, including for the identification and resolution of conflict situations, from among the members of the Supervisory board, the Executive Office, Exchange personnel and attracted experts (specialists of the relevant profile, institutions and others), permanent and temporary commissions;

22) determination of the amount of membership fees and fees for services rendered by the Exchange, commission fees and the procedure for their collection;

23) establishment of fines for violation of the rules of exchange trade and the order of their collection;

24) recommendations on the size of remunerations and compensations paid to members of the Audit commission of the Exchange;

25) approval of the rules of exchange trade, provision on the information policy and other internal regulatory documents governing the activities of the Exchange;

26) adoption of decisions on the acquisition by the Exchange of the shares placed by it for the purpose of subsequent resale in accordance with the established procedure;

27) control over the activities of the Exchange and the implementation of recommendations of the Corporate Governance Code on the Exchange;

28) decision-making on the selection of an independent organization for the evaluation of the corporate governance system based on the tender;

29) review of the results of the conducted evaluation of the corporate governance system on the Exchange;

30) coordination of the publication of the annual financial statements of the Exchange in accordance with international financial reporting standards;

31) permission for participation of Exchange officials in the management and control bodies of other legal entities;

32) introduction on the Exchange of the position of a corporate consultant accountable to the Supervisory board and responsible for monitoring compliance with the requirements of corporate legislation in the activities of the Exchange;

33) determining the procedure for providing (receiving) and making decisions on charitable (sponsor) or gratuitous assistance only within the limits established by law, with disclosure of information about it to all shareholders;

34) approval of the order for competitive selection for managerial positions, describing the procedures for announcing a tender, objective selection criteria, hiring new, modern-minded, highly qualified managers that meet modern requirements, as well as foreign managers.

94. The resolution of other issues may be referred to the competence of the Supervisory board of the Exchange in accordance with the legislation and the Charter of the Exchange.

95. Issues referred to the competence of the Supervisory board of the Exchange cannot be transferred to the Executive Office of the Exchange for resolution.

96. Members of the Supervisory board of the Exchange have the right to receive remuneration and compensation for performing certain functions in the Supervisory board.

97. The distribution of functions between the members of the Supervisory board of the Exchange is carried out by the Chairman of the Supervisory board for each member of the Supervisory board.

98. The amount of remuneration and compensation for each member of the Supervisory board of the Exchange is determined by the general meeting of shareholders.

 

 

XII. THE EXECUTIVE OFFICE

 

99. The day-to-day operations of the Exchange are managed by the sole Executive Office - the Chief executive officer acting in accordance with the “Provision on the Executive Office of Joint-Stock Company “Uzbek Republican Currency Exchange”.

The decision on the appointment of the Chief executive officer is usually carried out on the basis of competitive selection, in which foreign managers can take part.

100. The Chief executive officer of the Exchange:

1) organizes execution of decisions of the general meeting of shareholders and the Supervisory board of the Exchange;

2) acts on behalf of the Exchange without a power of attorney, including represents its interests, makes transactions on behalf of the Exchange;

3) approves the states, issue orders and give instructions mandatory for execution by all Exchange employees;

4) approves the internal regulatory documents of the Exchange within its authority;

5) allows members of the Exchange to participate in exchange trades and checks the professional qualifications of their employees (traders) participating in exchange trades;

6) temporarily removes the Exchange members from participation in exchange trades and submits for consideration of the Supervisory board the issues on excluding them from the Exchange members;

7) decides to suspend exchange trades if the quotes (prices) of exchange commodities deviate by more than determined by the Exchange limit size;

8) insures the business risks of the Exchange and the responsibility of the Executive Office;

9) increases its qualification and qualification of the Exchange employees through participation in training courses, seminars and other events;

10) solves other issues related to the management of the current activity of the Exchange, with the exception of matters referred to the competence of the general meeting of shareholders and the Supervisory board of the Exchange in accordance with the legislation.

101. On behalf of the Exchange, the chairman of the Supervisory board signs a contract with the Chief executive officer. When concluding an agreement with the Chief executive officer, its obligations to increase the effectiveness of the Exchange's activities, as well as the frequency of reports to the general meeting of shareholders and the Supervisory board on the execution of the annual business plan of the Exchange are provided for.

102. The general meeting of shareholders has the right to dissolve (terminate) the contract with the Chief executive officer in violation of the terms of the contract.

 

 

XIII. CONTROL OF FINANCIAL AND ECONOMIC ACTIVITIES OF THE EXCHANGE

 

103. The control over the financial and economic activities of the Exchange is carried out by the audit commission. The audit commission is elected by the general meeting of shareholders for a period of one year. Members of the audit commission cannot simultaneously be members of the Supervisory board, as well as work under an employment agreement (contract) on the Exchange. The procedure for the activity of the audit commission of the Exchange is determined by the “Provision on the Auditing Committee of Joint-Stock Company “Uzbek Republican Currency Exchange”.

104. The audit commission is composed of at least three persons. The number of members of the audit commission should be odd. The qualification requirements for the members of the Exchange's audit commission are established by the general meeting of shareholders. The same person cannot be elected to the Exchange's audit commission more than three times in a row.

105. The audit of the financial and economic activities of the Exchange is carried out based on the results of activities for a year or another period on the initiative of the general meeting of shareholders, the Supervisory board of the Exchange or at the request of the shareholder (shareholders) owning not less than five percent of voting shares by prior notification to the Supervisory board.

106. At the written request of the audit commission, the Exchange officials provide it with documents on the financial and economic activities of the Exchange. Members of the audit commission may participate in the Supervisory board meetings with the right to a consultative vote.

107. Based on the results of the audit of the financial and economic activities of the Exchange, the audit commission draws up an opinion, which should contain:

Assessment of the reliability of data contained in the reports and other financial documents of the Exchange;

Information on the facts of violation of the order of accounting and presentation of financial statements, as well as legislation in the implementation of financial and economic activities.

108. The audit commission issues a quarterly opinion on the existence of transactions with affiliated parties or major transactions, as well as compliance with the requirements of the legislation and the Exchange's internal documents for the conclusion of such transactions, at a meeting of the Supervisory board of the Exchange. This conclusion is also heard at the annual general meeting of shareholders.

109. The internal audit service carries out internal control, including monitoring of transactions conducted with legal entities, more than 50% of the authorized fund of which belongs to the Exchange, monitoring and evaluation of the work of the Executive Office, structural units, branches and representative offices of the Exchange by checking and monitoring compliance the legislation of the Exchange, the Charter of the Exchange and other documents, ensuring the completeness and reliability of data reflection in accounting and financial reporting, established rules and procedures for conducting business operations, safeguarding assets, as well as compliance with the Exchange management requirements established by legislation. The internal audit service of the Exchange is accountable to the Supervisory board.

110. The internal audit service of the Exchange carries out its activities in accordance with the “Provision on the internal audit service of the Uzbek Republican Currency Exchange” approved by the Supervisory board, as well as the procedure established by law.

111. The audit organization approved by the general meeting of shareholders shall verify the financial and economic activities of the Exchange and provide it with an audit report in accordance with the procedure established by law in accordance with the contract concluded with it.

 

 

XIV. PROPERTY, FUNDS OF THE EXCHANGE, ORDER OF DISTRIBUTION OF PROFIT AND COMPENSATION OF LOSSES

 

112. The property of the Exchange consists of the paid authorized fund (authorized capital) received by the Exchange of revenues, as well as other property purchased by the Exchange on other grounds permitted by the legislation of the Republic of Uzbekistan.

113. The Exchange's income is generated by:

1) commission fees charged for conducting exchange trades;

2) membership fees;

3) fees for providing the Exchange with advisory, information and other types of services;

4) the collected fines on the part of the Exchange;

5) other income.

114. The Exchange's income is reimbursed for the costs of all activities, including labor remuneration. From the remaining income, taxes and other compulsory payments are paid.

115. The net profit of the Exchange by the end of the year is distributed according to the decision of the general meeting of shareholders.

116. According to the decision of the meeting of shareholders, a part of the net profit can be distributed among them in the form of dividends. The Exchange has the right to take decisions on payment of dividends on placed shares based on the results of the first quarter, six months, nine months of the financial year and (or) based on the results of the financial year.

117. The Exchange's decision to pay dividends based on the results of the first quarter, six months and nine months of the financial year may be taken within three months after the end of the relevant period.

118. The decision to pay dividends, the amount of the dividend, the form and procedure for its payment for shares of each type shall be adopted by the general meeting of shareholders on the basis of the recommendation of the Supervisory board of the Exchange, financial statement data in case of an audit opinion on its reliability.

Dividends are distributed among shareholders in proportion to the number and type of shares held by them.

119. Shareholders registered in the shareholder register of the Exchange, formed to hold a general meeting of shareholders, at which a decision to declare dividends have been made, have the right to receive dividends.

120. The amount of dividends may not be more than recommended by the Supervisory board.

121. The decision on the payment of dividends must specify the start and end dates for the payment of dividends.

122. It is prohibited to pay dividends, if the consequence of this can be a significant deterioration of the financial and economic condition of the Exchange.

123. The Exchange creates a reserve fund in the amount of not less than fifteen percent of its authorized fund (authorized capital). The reserve fund of the Exchange is formed by mandatory annual deductions from net profit until it reaches the amount established by the Charter of the Exchange. The amount of annual deductions cannot be less than five percent of net profit until the amount established by the Charter of the Exchange is reached.

124. The reserve fund of the Exchange is intended to cover its losses and redemption of Exchange shares in accordance with this Charter in the absence of other funds. The reserve fund of the Exchange cannot be used for other purposes.

 

 

XV. PROCEDURE OF COMPOSITION, INSPECTION AND APPROVAL OF ANNUAL REPORTS

 

125. The financial year for the Exchange is established from January 1 to December 31.

126. The Exchange is obliged to maintain accounting records and provide financial statements in accordance with the procedure established by law.

127. Responsibility for the organization, condition and reliability of the accounting at the Exchange, timely submission of the annual report and other financial statements to the relevant authorities, as well as information on the activities of the Exchange, provided to shareholders, creditors on the Exchange official website and in the media Executive Office in accordance with the law.

128. The annual general meeting of shareholders is held no later than six months after the end of the fiscal year. The reliability of the data contained in the financial (annual) reports of the Exchange and provided to the general meeting of shareholders, the balance sheet, profit and loss account, must be confirmed by an audit organization that is not related to the property interests of the Exchange or its shareholders.

129. The Exchange's annual report is subject to preliminary approval by the Supervisory board not later than ten days before the date of the annual general meeting of shareholders.

The Exchange is obliged to publish at least two weeks before the date of the annual general meeting of shareholders an annual financial report prepared in accordance with international financial reporting standards after its external audit in accordance with international standards on auditing.

 

 

XVI. STAFF OF THE EXCHANGE, PAYMENT FOR LABOUR AND SOCIAL PROTECTION

 

130. The Exchange employees are recruited by the Chief executive officer in accordance with the staffing table.

131. Labor relations of employees with the Exchange are regulated by labor contracts concluded between them. The conclusion, modification and termination of labor contracts is carried out in the order established by the legislation of the Republic of Uzbekistan.

132. The procedure for payment of employees of the Exchange is determined according to the staff schedule.

133. All employees of the Exchange are socially protected in accordance with the legislation of the Republic of Uzbekistan.

 

 

XVII. DISPUTE SETTLEMENT PROCEDURE

 

134. Disputes arising from legal entities and individuals are resolved through negotiations. If the parties do not reach an agreement, disputes are resolved in a judicial procedure.

135. Disputes in the field of exchange activities are resolved in the manner prescribed by law.

 

 

XVIII. PROCEDURE OF REORGANIZATION AND LIQUIDATION OF THE EXCHANGE

 

136. The Exchange is reorganized and liquidated in accordance with the legislation.

 

 

XIX. FINAL TERMS

 

137. This Charter comes into force from the moment of state registration in accordance with the procedure established by law.