“APPROVED”
General meeting of shareholders of
JSC "Toshkent" Republican Stock Exchange
Dated May, 24, 2016
REGULATIONS ON
INFORMATION POLICY
OF JSC "TOSHKENT" REPUBLICAN STOCK EXCHANGE
CONTENT:
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General Provisions
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3
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II.
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Basic principles of information policy
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3
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III.
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List of information subject to mandatory disclosure, terms and order of their disclosure
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4
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IV.
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List and order of disclosure of additional information
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5
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V.
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The order of the exchange of information between the members of administration agencies, public individuals, employees of the Company with interested parties
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6
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VI.
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Measures to ensure compliance with the information policy of the Company
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6
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VII.
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Concluding provisions
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7
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- General Provisions
- Present Regulations on Information Policy have been developed in accordance with the laws of the Republic of Uzbekistan "On Joint Stock Companies and the Protection of Shareholder Rights" and "On the Securities Market", with the Order of the Cabinet of Ministers dated 02.07.2014. No. 176 "On measures for further improvement of the corporate governance system in joint-stock companies", with the Rules of delivery and publication of information on the securities market (registration No. 2383 dated 31.07.2012) and with the Code of Corporate Governance approved by the protocol of the meeting of the Commission on increasing the efficiency of joint-stock companies and improving the corporate governance system dated December 31, No. 9, and determines the list of information and documents subject to mandatory disclosure, as well as additional information, and regulates the order and terms for their delivery by JSC "Toshkent" Republican Stock Exchange (hereinafter - the Company).
- The purpose of the information policy is the most complete satisfaction of the information requirements of shareholders, investors, professional participants of the securities market and other interested parties (hereinafter - interested parties) in reliable information about the Company and its activities.
- The information policy is aimed at achieving the fullest implementation of the rights of interested parties to obtain information essential for their acceptance of investment and management decisions, as well as to protect confidential information on the Company.
- The procedure for referring information to trade secrets, definitions and conditions for access to it is determined by the Company in accordance with the Law of the Republic of Uzbekistan "On Trade Secret" and other legislative acts.
- Basic principles of information policy
- The main principles of the information policy are regularity, operational efficiency, accessibility, completeness, equality, balance, security of information resources.
- The principle of regularity is aimed at furnishing interested parties with information about the Company on the part of the Company on a regular basis.
- The principle of operational efficiency means that the Company in the shortest time informs interested parties about the most significant events and facts affecting the financial and economic activities of the Company, as well as affecting their interests.
- The principle of accessibility of information means that the Company uses channels and ways of disseminating information on its activities which provide free, easy and non-selective access of interested parties to the disclosed information.
- The principle of completeness means that the Company furnishes all interested parties with information that correspond to reality, not backing out of the disclosure of negative information about itself, in the volume which allows to form the most complete idea of the Company, of the results of the Company's activities.
- The principle of equality means that the Company ensures equal rights for all interested parties in obtaining and accessing information on the activities of the Company.
- The principle of balance provides for a reasonable balance between openness and transparency of the Company and ensuring its commercial interests. Obligatory conditions are:
protection of confidential information;
compliance with the rules of dissemination and use of insider information established by internal documents of the Company.
- The principle of security provides for the use of legal ways and means of protecting information constituting confidential information, as well as the information to be posted and other information of the Company.
III. List of information subject to mandatory disclosure
- The Company discloses information subject to mandatory disclosure in the amount, terms and manner in accordance with the laws of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholder Rights", "On the Securities Market", Order of the Cabinet of Ministers from 02.07.2014. No. 176 "On measures for further improvement of the corporate governance system in joint-stock companies", the Rules of delivery and publication of information on the securities market (registration No. 2383, dated 31.07.2012) and other legislative acts.
- Mandatory disclosure of information is carried out:
on the official website of the authorized government agency for regulation of the securities market (www.openinfo.uz) (in case the securities of the Company are not included in the exchange quotation list);
on the official web-site of the stock exchange (www.uzse.uz) (in case the securities of the Company are included in the exchange quotation list);
on the official website of the Company;
in mass media.
- Documents containing information subject to mandatory disclosure on the official website of the authorized government agency for regulation of the securities market or the stock exchange are:
prospectus of securities issue (in case of public offering of securities);
annual report of the Company, including the one made in accordance with the International Financial Reporting Standards;
report of the Company based on the results of the first quarter, first half
and nine months;
a notice of a substantial fact on the activities of the Company.
The Company shall disclose the above information in time, order and the form established by the Rules of delivery and publication of information on the securities market (registration No. 2383 of 31.07.2012).
- In case of inclusion and (or) counting of securities of the Company in the exchange quotation list of the stock exchange the Company discloses all necessary information in accordance with the requirements of the Regulation on the exchange bulletin.
- The Company has an official website (www.uzse.uz) and provides on it the disclosure of information, the list of which is determined by the Order Cabinet of Ministers No. 176 "On measures on further improvement of the corporate governance system in joint-stock companies" from 02.07.2014.
- Information subject to mandatory disclosure in the mass media includes:
notification of holding the general meeting of shareholders;
notice of change of location (postal address) and e-mail addresses of the Company;
a proposal to shareholders of a Company with a pre-emptive right to purchase shares or equity securities convertible into shares;
information about the Company's redemption of shares;
information on the liquidation of the Company, as well as on the procedure and deadline for making claims by its creditors.
- List and order of disclosure of additional information
- The Company ensures the improvement of the official Website of the Company by creating versions of the website in English, Russian and other languages, which are convenient for interested parties, with the placement on them of all information available in the state language with translation Into the appropriate language.
- The Company on its official website discloses the following additional information:
information on the acceptance of the obligation to follow the recommendations of the Code of Corporate Governance and its observance;
information on the executive body, including the period of work in the present Company;
the results of the evaluation of the effectiveness of the executive body of the Company and the corporate governance system;
information on shareholders holding more than 20 percent of the Company's shares;
the rationale for the proposed distribution of net profit, the size of dividends, the assessment of their compliance with the dividend policy adopted in the Company, and, if necessary, explanations and economic justifications for the amounts of the direction of a certain part of the net profit For the needs of the development of Company;
information on the order, conditions for rendering (receiving) and making decisions on charitable (sponsor) or gratis aid, as well as on actually provided (received) charity (sponsor) or gratis aid.
- Information on the amount of remuneration and compensation of the executive body is disclosed at the general meeting of shareholders and is included in the minutes of the general meeting of shareholders.
- The Company also provides disclosure of information about the Company in other sources for disclosure of information stipulated by law.
- The order of the exchange of information between the members of administration agencies, public individuals, employees of the Company with interested parties
- For the exchange of information between members of members of administration agencies, public individuals, employees of the Company with interested parties the Company appoints a responsible employee through whom information is exchanged.
- Upon a written (electronic) request of interested parties to provide information provided for in these Regulations, the responsible employee of the Company delivers all necessary information in electronic form within one week.
- If it is necessary to provide a copy of the documents, the interested person shall pay a fee, the amount of which should not exceed the cost of making copies of documents and payment of costs associated with sending documents by mail.
- Shareholders have no right to disclose information about the Company or its activities which constitutes official, commercial or another secret protected by law.
- Measures to ensure compliance with the information policy of the Company
- The responsibility for the disclosure of information provided for in these Regulations rests on corporate secretary of the Company (upon availability) or the responsible employee of the Office of Corporate Relations with Shareholders, the accountant, as well as on the person entrusted with the maintenance of the Company's website.
- The Supervisory Board of the Company quarterly hears the report of the executive body on the status of implementation of the requirements of this Regulation.
VII. Concluding provisions
- Responsibility for the organization, condition and reliability of information disclosed in accordance with this Regulation shall be borne by the executive body of the Company.
- Persons guilty of violating the requirements of these Regulations are duly liable.
- These Regulations are approved by the decision of the Supervisory Board of the Company by a majority of votes of its members who participated in the meeting or took part in absentee voting.
- Amendments and additions to this Regulation are made by decision of the Company's Supervisory Board adopted by a majority of votes of its members who participated in the meeting or took part in absentee voting.
- If certain articles of this Regulation contravene the current legislation of the Republic of Uzbekistan and / or the Charter of the Company, these articles become invalid and in the part regulated by these articles, the norms of the current legislation of the Republic of Uzbekistan and / or the Charter of the Company should be guided until the relevant changes are made to this Regulation.