The General Meeting of Shareholders is the Supreme Governing Body of the Bank
The Bank is obliged to hold an annual General Meeting of Shareholders (the “Annual General Meeting”). The Annual General Meeting must be held no later than six (6) months after the end of the financial year.
At the Annual General Meeting of Shareholders, the following issues are considered: election of members of the Supervisory Board for a three-year term in accordance with the Law and the Bank’s Charter; the possibility of extending, renewing, or terminating the contracts of the Chairman and members of the Management Board; as well as other matters stipulated by legislation.
The date and procedure for holding the General Meeting of Shareholders, the procedure for notifying shareholders about the meeting, and the list of materials (information) to be provided to shareholders in preparation for the meeting are determined by the Supervisory Board of the Bank.
Shareholders (or a shareholder) owning in aggregate not less than one percent of the Bank’s voting shares have the right, no later than March 1 following the end of the financial year, to submit proposals for inclusion in the agenda of the Annual General Meeting of Shareholders, as well as to nominate candidates for election to the Supervisory Board within the established number of its members.
A proposal for inclusion of an item on the agenda of the General Meeting of Shareholders must be submitted in writing, indicating the reasons for its inclusion, the name(s) of the shareholder(s) submitting the proposal, and the number and type of shares owned. In the case of a proposal to nominate a candidate to the Supervisory Board (including self-nomination), the name of the candidate must be specified, and if the candidate is a shareholder of the Bank, the number and type of shares owned by the candidate, as well as the name(s) of the shareholder(s) nominating the candidate, and the number and type of shares they own.
General Meetings of Shareholders held other than the Annual General Meeting are considered Extraordinary General Meetings. An Extraordinary General Meeting of Shareholders is convened by decision of the Supervisory Board either on its own initiative or at the request of a shareholder (or shareholders) owning, as of the date of such request, not less than five (5) percent of the Bank’s voting shares.
The competence of the General Meeting of Shareholders includes the following:
- Amendments and additions to the Bank’s Charter or approval of the Charter in a new edition;
- Reorganization of the Bank;
- Liquidation of the Bank, appointment of a liquidator (liquidation commission), and approval of interim and final liquidation balances;
- Determining the number of members of the Supervisory Board and the Committee of Minority Shareholders, election of their members, and early termination of their powers;
- Determining the maximum number of authorized shares;
- Increasing the Bank’s charter fund (charter capital);
- Decreasing the Bank’s charter fund (charter capital);
- Repurchase by the Bank of its own shares;
- Approval of the Bank’s organizational structure, establishment of the executive body, election (appointment) of its head, and early termination of his/her powers;
- Approval of the Bank’s annual report and annual business plan, as well as the strategy for the Bank’s medium- and long-term development, specifying deadlines based on the Bank’s main areas of activity and objectives;
- Distribution of the Bank’s profits and losses;
- Hearing reports and conclusions of the Supervisory Board on matters within its competence, including compliance with corporate governance legislation;
- Decisions on the issuance of corporate bonds of the Bank, including convertible bonds;
- Decisions on the issuance of derivative securities;
- Decisions on the repurchase of the Bank’s corporate bonds;
- Decision provided for by Article 35 of the Law of the Republic of Uzbekistan “On Joint-Stock Companies and Protection of Shareholders’ Rights” (No. ZRU-370 dated May 6, 2014) regarding the waiver of pre-emptive rights;
- Determining the placement price of shares (listing on organized securities markets) in accordance with Article 34 of the above-mentioned Law;
- Approval of the regulations of the General Meeting of Shareholders;
- Splitting and consolidation of shares;
- Determining remuneration and/or compensation for the executive body, as well as their maximum amounts;
- Decisions on transactions in cases provided for in Chapters 8 and 9 of the above-mentioned Law;
- Determination of the audit firm to conduct the mandatory audit, approval of the maximum fee for its services, and execution (or termination) of the audit contract;
- Resolution of other matters in accordance with the law.
Matters falling within the competence of the General Meeting of Shareholders may not be delegated to the executive body of the Bank.
Matters within the competence of the General Meeting of Shareholders may not be delegated to the Supervisory Board, except for the following:
- Increasing the Bank’s charter fund (charter capital), as well as making amendments and additions to the Bank’s Charter related to the increase in charter fund (charter capital) and decrease in the number of authorized shares;
- Determining the placement price of shares (listing on organized securities markets) in accordance with Article 34 of the above-mentioned Law;
- Decision on the issuance of corporate bonds of the Bank, including convertible bonds;
- Decision on the issuance of derivative securities;
- Decision on the repurchase of the Bank’s corporate bonds;
- Establishment of the Bank’s executive body, election (appointment) of its head, and early termination of his/her powers;
- Determining the size of remuneration and compensation for the Bank’s executive body;
- Approval of the Bank’s annual business plan in accordance with paragraph 11 of part one of Article 75 of the above-mentioned Law.
