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PROVISION ON THE EXECUTIVE BODIES OF THE "UCHKURGONDONMAHSULOTLARI"


I. General Provisions
1.1. These Regulations define the status and regulates the work of the Executive body of the Company "UCHKURGONDONMAHSULOTLARI" (hereinafter - the Company), the appointment of its members, as well as the rights and responsibilities of each member. Under the authority of the Executive Board of the Company are understood.
1.2. Regulations have been developed in accordance with the Law of the Republic of Uzbekistan "On joint-stock companies and protection of shareholders' rights" and the Charter of the joint-stock company " UCHKURGONDONMAHSULOTLARI "
1.3. In the case of early termination of the authority of the person, a member of the executive body appointed by the General Meeting of Shareholders shall be allowed temporary performance of his duties by a person determined by the decision of the Supervisory Board of the Company, for the period until the next General Meeting of Shareholders.


II. The order of forming the Board of Joint Stock Company
2.1. Forming of the Management Board and early termination of his powers by the decision of the General Meeting of Shareholders adopted based on a proposal of the Supervisory Board.
2.2. The Management Board consists of 5 members. The quantitative composition of the Board is determined on the basis of the principles of maximum possible performance of administrative functions by one worker, reducing the administrative apparatus, the elimination of redundant links in the management of production and the consequent reduction of administrative costs and set the Company's Charter.
2.3. Chairman of the Board shall be elected (appointed) by the general meeting of shareholders. The solution to this problem can be transferred to the Supervisory Board by the AGM.
Management Board members (except for its Chairman) elected (appointed) by the Supervisory Board of the Company, except in cases rendering the Supervisory Board to address this issue at the General Meeting of Shareholders.
2.4. With the Chairman and each member of the Board is a contract for the performance of duties by the relevant positions. The contract with the Chairman of the Board and each of its members is valid for one year from the annual decision on the possibility of its extension or termination. Contracts on behalf of the Company by the Chairman of the Supervisory Board or a person authorized by the Supervisory Board. The General Meeting of Shareholders or the Supervisory Board and the head of the executive body members may be appointed on a competitive basis.
2.5. The Supervisory Board of the Company shall be entitled, on the basis of the estimate formed administrative expenses adopted in accordance with the procedure established by the General Meeting of Shareholders to propose the agenda of the General Meeting to amend the number of members of the Board and, accordingly, the Company's Charter.
2.6. In considering and appointing candidates to the members of the Management Board decisions are made by the General Meeting of Shareholders by a simple majority of votes of shareholders - owners of voting shares participating in the General Meeting.
2.7. Consideration and appointment of candidates to the Board members of the Company's Supervisory Board or the General Meeting of Shareholders is made in a personal manner. Alternate member of the Management Board is obliged to inform the Company about the facts of bringing him to justice.
Representing the Supervisory Board and / or the General Meeting of one or another nominee of the Board, Chairman of the Supervisory Board shall inform the contracting conditions remuneration for management activities and the consent of the candidate to conclude a contract.
2.8. Candidates for members of the Management Board of the Company may attend the meeting of the Supervisory Board and / or the General Meeting of shareholders in considering their candidatures.
2.9. The contract concluded by the Chairman of the Board should be provided for its commitment to improve the efficiency of the Company and the frequency of its reports to the General Meeting of Shareholders and the Supervisory Board on the implementation of the Company's annual business plan.
Wages and remuneration of the Chairman and members of the board are directly dependent on the efficiency of the Company and shall be determined by the contract.
2.10. Chairman of the Management Board has the right to prevent any expert to the temporary duties for a vacant position on the Board of the Company for up to the next General Meeting of Shareholders.
2.11. The Chairman and members of the Management Board for the violation of the Charter, as well as the terms of the contract can be recalled from his post while the termination of the contract. The decision to revoke the Chairman and members of the Board of the Company and termination of their contracts made by the General Shareholders Meeting by a majority vote.
2.12. The Supervisory Board has the right to early termination (terminating) an agreement with the Chairman and members of the Board of the Company in the commission of breaches of the Charter of the Company or causing damage to the Company by their actions (or inaction).
2.13. In the case of the General Meeting of shareholders of the decision to terminate the powers of the Management Board the question of the transfer of the powers of the Board to another person can be resolved at the same meeting or left for consideration at the next General Shareholders' Meeting the appointment of the Acting Head of the Executive Body.
2.14. In the case of a decision to terminate the powers of the Management Board by the Supervisory Board, the latter shall decide on the appointment of the Acting Chairman of the Board, and convenes an extraordinary general meeting of shareholders to decide on the executive.


III. The competence and the composition of the Management Board of the Company
3.1. The competence of the Management Board include all issues of the current activities of the Company, except for matters falling within the competence of the General Meeting of Shareholders or the Supervisory Board.
3.2. Rights and duties of the Chairman and members of the Management Board are determined by the Law "On joint-stock companies and protection of shareholders' rights" and the contract signed by each of them and the Company.
3.3. Board members act within the competences defined by the job description, the terms of the employment contract with them, resolutions of the General Meeting of Shareholders, the Supervisory Board of the company, the Management Board and the instructions of the Chairman of the Board.
3.5. Chairman of the Board of the Company in accordance with this Regulation shall be entitled to make proposals for additional candidates to the Management Board of the Company in connection with changes in the activity of the company and other circumstances.


IV. Joint Stock Company Chairman of the Board
4.1. Chairman of the Board shall be appointed by the General Meeting of Shareholders on the proposal of the Supervisory Board. On behalf of the Company Chairman of the Supervisory Board concludes with the Chairman of the Management Board contract of employment for a period of one year from the annual decision on the possibility of its extension or termination.
4.2. Chairman of the Board independently decides all questions of activity of the Company, except within the competence of the General Meeting, the competence of the Supervisory Board or the Board of solved collectively.
4.3. The Company's Chairman of the Board organizes the implementation of the General Meeting of Shareholders and the Supervisory Board.
4.4. The Company's Chairman of the Board without a proxy is acting on behalf of the Company, including representation of its interests, makes transactions on behalf of the Company shall appoint the head of the branch or representative offices, approves the staff, issues orders and gives instructions obligatory for all employees of the Company.
4.5. Chairman of the Board shall be entitled to:

- To dispose of property and cash within the limits specified by the Charter of the Company;
- To conclude agreements and contracts, including labor;
- To issue a power of attorney;
- To open in banks settlement and other accounts;
- To issue orders and instructions, obligatory for subordinate employees;
- Approve the staff, to carry out its staffing.
4.6. Chairman of the Management Board shall:
- To carry out, within its competence management of the current activities of the Company, except for matters falling within the competence of the General Meeting of Shareholders, the competence of the Supervisory Board or solved collectively by the Board, ensuring its efficient stable operation;
- To organize the execution of the General Meeting of Shareholders and the Supervisory Board of the Company;
- Ensure effective communication manufacturing and other divisions of the Company;
- Ensure compliance with the contractual obligations of the Company;
- To provide a profit to the extent required for the development of production and the social sphere;
- Lead the development programs and business plans of the Company's development, organization and control of their execution;
- Ensure compliance with the legal requirements of the Company's activities;
- Provide for the organization, proper condition and reliability of accounting and reporting in the Company, timely submission of annual report and other financial statements to the relevant authorities, as well as information about the Company to shareholders, creditors and other recipients of information;
- Ensure the unimpeded provision of documents on financial and economic activities of the Company at the request of the Supervisory Board, the Audit Committee of the Company or the auditing firm engaged for the annual audit and confirmation of the annual financial statements of the Company;
- To ensure the completeness and timeliness of the state statistical reporting to the relevant authorities;
- To ensure the preservation of information constituting a commercial secret of the Company, if the scope of his responsibilities do not include the transfer of such information to third parties;
- Ensure protection of information containing proprietary or trade secrets, the Company's employees;
- Provide for the organization of Management Board meetings, signing documents on behalf of the Company and the Board meetings;
- To take measures to ensure the Company's qualified personnel, the best use of knowledge, skills, experience and abilities of employees of the Company;
- Ensure the maintenance of labor and technological discipline;
- Ensure compliance with social and labor guarantees protection of the Company's employees;
- Ensure the participation of representatives of the Board in collective bargaining, performance as an employer at the conclusion of collective agreements, compliance with obligations under the collective agreement;
- To provide in a timely manner to the General Meeting of Shareholders and Supervisory Board of the Company's reports on the state of affairs within its competence;
- Ensure that all shareholders' rights by giving them the information provided by the current legislation, participate in general meetings of shareholders, the accrual and payment of dividends;
- Ensure compliance with the internal documents of the current legislation and regulations.

4.7. The Company's Chairman of the Board quarterly reports to the Supervisory Board on the implementation of the annual business plan.
4.8. Combining functions of the Chairman of the Management Board with the position in other executive bodies shall be permitted only with the consent of the Supervisory Board of the Company.
4.9. Specific rights and duties of the Chairman of the Management Board are stipulated in the contract with him.
V. Operation of the Company Board
5.1. Meetings of the Board of the Company are held as necessary. Issues to the Board on the decision of the Supervisory Board or the General Shareholders' Meeting, previously discussed at a meeting of the Board of the Company on a mandatory basis. The view of the Board of the Company to the Supervisory Board and the General Meeting of Shareholders shall report and defended Chairman of the Board or an authorized member of the Board.
5.2. Meetings of the Board of the Company holds Chairman or one of his deputies to the proper consideration of issues.
5.3. Secretary of the Board of the Company organizes taking minutes of meetings of the Board of the Company. Extracts from the minutes of Board meetings are available:

- the head of the Supervisory Board and the head of the Audit Commission compulsory;
- at the request of other officials and auditing organization only with the permission of the Board Chairman;
- other persons and bodies (including government) in the cases stipulated by the current legislation.
5.4. Collegial Board on a mandatory basis for making decisions on issues the decision of the
Supervisory Board or the General Meeting of Shareholders.


VI. Responsibility of members of the Management Board of the Company
6.1. If the Board member is a financially interested in the contract, one of the parties which is a joint stock company, it is obliged to indicate their interest to the date of the decision, and in the discussion of this issue and the vote he would not participate.
6.2. Board members should not use the rights granted to their official position in order and the interests of legal and physical persons with whom they are in an employment relationship.
6.3. Members of the Management Board of the Company should not allow actions for personal gain from disposal of the property of the Company.
6.4. Members of the Management Board of the Company during the period of his work in this capacity are not allowed to establish or participate in the establishment of enterprises, whose activity creates difficulties with the sale of products or provision of services of the Company. Member of the Management Board is obliged to suspend its participation in similar enterprises in the appointment to the position of a joint stock company and inform the suspension of the Supervisory Board of the Company.
6.5. Members of the Management Board of the Company shall be responsible to the Joint Stock Company for damages caused to company as a result of non-performance or improper performance of their functions in full for damages caused by the joint-stock company, in accordance with the current legislation of the Republic of Uzbekistan.
6.6. Members of the Board, who did not participate in the vote or voted against the decision that caused losses to the Company, do not bear the responsibility of.
6.7. The Company or shareholder (s) holding in aggregate at least one percent of the outstanding ordinary shares of the Company shall have the right to appeal in court against the members of the Board or an individual member of the Management Board of the Company for damages caused to the Company.

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