On Approval of the Regulation on Quotas and Procedures for the Placement and Circulation of Securities

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07.00.00.00 Legislation on Finance and Credit. Banking Activity / 07.24.00.00 Securities. Securities Market / 07.24.02.00 General Rules of the Securities Market]
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Finance / Securities. Securities Market]

Resolution of the

Cabinet of Ministers of the

Republic of Uzbekistan

On Approval of the Regulation on Quotas and Procedures for the Placement and Circulation of Securities

In accordance with Article 13 of the Law of the Republic of Uzbekistan "On the Securities Market" and Decision No. PQ-2003 of the President of the Republic of Uzbekistan dated July 15, 2013 "On Approval of Plans for Developing Regulatory and Legal and Other Documents Aimed at Implementing Referenced Norms of Laws," the Cabinet of Ministers resolves:

See previous edition.

1. The Regulation on Quotas and Procedures for the Placement and Circulation of Securities is approved according to the Appendix.

(Para. 1 in the edition of Resolution No. 274 of the Cabinet of Ministers of the Republic of Uzbekistan dated September 23, 2015 — O‘R QHT, 2015, No. 39, Art. 507)

2. Supervision of the execution of this resolution is assigned to the First Deputy Prime Minister of the Republic of Uzbekistan R.S. Azimov.

Prime Minister of the

Republic of Uzbekistan Sh. MIRZIYOYEV

Tashkent city,

August 20, 2014,

No. 239

APPENDIX

to Resolution No. 239 of the Cabinet of Ministers of the Republic of Uzbekistan dated August 20, 2014

See previous edition.

Regulation on Quotas and Procedures for the Placement and Circulation of Securities

(name of the appendix in the edition of Resolution No. 274 of the Cabinet of Ministers of the Republic of Uzbekistan dated September 23, 2015 — O‘R QHT, 2015, No. 39, Art. 507)

I. General Provisions

1. This Regulation, in accordance with Article 13 of the Law of the Republic of Uzbekistan "On the Securities Market":

Establishes quotas and procedures for the placement and circulation of securities issued by non-residents of the Republic of Uzbekistan within the territory of the Republic of Uzbekistan;

Establishes quotas and procedures for the placement and circulation of securities issued by residents of the Republic of Uzbekistan outside the territory of the Republic of Uzbekistan.

This Regulation does not apply to cases where securities issued by non-residents of the Republic of Uzbekistan are acquired by the state.

The specifics of the placement and circulation of securities issued by banks — residents of the Republic of Uzbekistan — outside the territory of the Republic of Uzbekistan are established by legislation.

2. The following main concepts are used in this Regulation:

See previous edition.

nominal custodian of securities — an investment intermediary or the Central Securities Depository that, without being the owner of the securities, carries out the accounting of securities and confirmation of rights to them in accordance with the instructions of the owner of the securities or the person authorized by him;

(second sub-para. of para. 2 in the edition of Resolution No. 274 of the Cabinet of Ministers of the Republic of Uzbekistan dated September 23, 2015 — O‘R QHT, 2015, No. 39, Art. 507)

securities offered by a non-resident — shares and corporate bonds issued by a non-resident of the Republic of Uzbekistan, the ownership of which is confirmed by a depository receipt;

Uzbek Depository Receipt (UDR) — a derivative security that does not have a nominal value, confirms the ownership right to a certain number of securities offered by a non-resident, and establishes the right of its owner to demand the provision of services related to the receipt of a certain number of securities offered by a non-resident from the issuer instead of the depository receipt and the exercise of rights secured by the securities offered by the non-resident held by the owner of the depository receipt;

See previous edition.

competent state body — the Ministry of Finance of the Republic of Uzbekistan;

(fifth sub-para. of para. 2 in the edition of Resolution No. 323 of the Cabinet of Ministers of the Republic of Uzbekistan dated June 9, 2022 — , 10.06.2022, No. 09/22/323/0508)

securities of a non-resident — emission securities issued in the form of shares and corporate bonds by a non-resident of the Republic of Uzbekistan;

securities of a resident — securities issued by a resident of the Republic of Uzbekistan;

See previous edition.

Central Securities Depository (Central Depository) — a state depository that ensures the storage of emission securities according to depot accounts, accounting of rights to such securities, and a single system for the movement of emission securities.

(eighth sub-para. of para. 2 in the edition of Resolution No. 274 of the Cabinet of Ministers of the Republic of Uzbekistan dated September 23, 2015 — O‘R QHT, 2015, No. 39, Art. 507)

3. The Central Depository, in the manner established by this Regulation:

Stores and accounts for rights to securities of non-residents placed and circulated within the territory of the Republic of Uzbekistan and UDRs;

Stores and accounts for rights to securities of residents placed and circulated outside the territory of the Republic of Uzbekistan.

II. Procedure for Placement and Circulation of Non-Resident's Securities within the Territory of the Republic of Uzbekistan

4. The placement and circulation of a non-resident's securities within the territory of the Republic of Uzbekistan are permitted simultaneously provided that the following conditions are met:

the non-resident's securities correspond to the concepts of types of emission securities provided for by the legislation of the Republic of Uzbekistan;

the non-resident's securities have an International Securities Identification Number (ISIN) and an International Financial Instrument Classification (CFI);

the non-resident's securities have undergone listing procedures on a foreign exchange of the country of origin of the issuer and are included in the exchange quotation list of the specified exchange;

the issuer is an organization resident in a country that is a full member of the International Organization of Securities Commissions and the Financial Action Task Force (FATF), and where diplomatic missions of the Republic of Uzbekistan are present;

the issuer is not an organization established in a state and/or territory that provides preferential regimes and/or does not provide for disclosure and submission of information in financial transactions (offshore zones);

the issuer is not considered a financial organization in accordance with the legislation of the country from which the issuer originates, or the issuer is not considered a financial organization in accordance with the legislation of the Republic of Uzbekistan;

the term of the issuer's activity is at least ten years from the date of its establishment;

the issuer has positive indicators of profitability, solvency, financial stability, and liquidity confirmed by audit organizations' opinions over the past three years, as well as an independent rating assessment from international rating agencies;

there is a contract on the organization of the issuance of UDRs between the Central Depository, the issuer, and the foreign depository accounting for rights to the non-resident's offered securities.

5. Placement of a non-resident's securities within the territory of the Republic of Uzbekistan is permitted by issuing UDRs representing such securities in a volume not exceeding 25% of the total number of securities of this type (category, type) issued. In this case, the UDR must be registered with the competent state body.

The Central Depository may be the issuer of the UDR.

6. The UDR may be placed and circulated on the stock exchange without going through listing procedures, in the manner established by this Regulation and the rules of the stock exchange.

7. UDRs of one issue may confirm ownership rights only to the offered securities of one issuer and one type (category, type) of offered securities, as well as when the rights to the offered securities are of equal volume and the terms of their issuance allow for confirmation of ownership rights.

8. The process of UDR issuance includes the following stages:

Adoption and approval of a decision on the issuance of the UDR;

State registration of its issuance with the assignment of an identification number to the UDR;

Placement of the UDR.

9. The decision of the Central Depository on the issuance of the UDR must indicate:

1. The full name, bank details, location, postal address, as well as the official website and email address of the Central Depository;

2. The date of adoption and approval of the decision on the issuance of the UDR;

3. The name and location of the issuer of the non-resident's offered securities, as well as other information allowing identification of it as a legal entity;

4. Certified copies of the constituent documents of the issuer of the non-resident's securities;

5. Contact information of the issuer of the non-resident's securities, its postal address and email address, as well as its official website;

6. Brief information about the head of the issuer of the non-resident's securities, including his full name, citizenship, and contact information;

7. The type, category (type) of the non-resident's offered securities;

8. Rights and obligations secured by the non-resident's offered securities;

9. Information about the shareholders (participants) of the issuer owning more than 5% of the issuer's authorized capital, including full (abbreviated) name (first name), country of origin (citizenship), and contact information;

10. The number of the non-resident's offered securities whose ownership rights are confirmed by one UDR in this issue;

11. The full name, bank details, location (country name), postal address, as well as the official website and email address of the foreign depository accounting for and confirming rights to the non-resident's offered securities;

12. Terms of placement of the UDR;

13. Rights of UDR holders, as well as the procedure for the exercise (realization) by UDR holders of rights secured by the non-resident's offered securities;

14. The obligation of the Central Depository, at the request of the UDR owner, to deliver or realize the corresponding number of non-resident's offered securities and to transfer the funds received from the realization of the UDR to the owner of the UDR;

15. The obligation of the Central Depository to realize the corresponding number of non-resident's offered securities if the UDR owner demands their redemption, in cases where the UDR owner cannot be considered the owner of the non-resident's offered securities in accordance with the legislation of the Republic of Uzbekistan or a foreign state;

16. If the non-resident's offered securities are shares — instructions (sending) on the procedure for voting by UDR holders to the Central Depository and the obligation of the Central Depository to ensure the exercise of the right to vote in accordance with the instructions of the UDR holders, as well as the obligation to provide the results of voting to the UDR holders;

17. The obligation of the Central Depository to disclose information in the volume, manner, and deadlines established by the competent state body;

18. The obligation of the Central Depository to ensure the correspondence of the number of non-resident's offered securities to the number of UDRs in circulation;

19. The obligation of the Central Depository to provide services regarding the exercise by UDR holders of rights to non-resident's offered securities, including the receipt of income (dividends, interest) and other payments that such securities owners should receive, as well as the procedure and terms for providing such services;

20. The deadline for making payments due to UDR holders for non-resident's offered securities;

21. Information about the obligations of the issuer of the non-resident's offered securities towards UDR holders;

22. The procedure for storage, accounting, and transfer of rights to the UDR;

23. The procedure and deadlines for compiling a list of UDR holders for the fulfillment of obligations under the UDR;

24. The possibility and procedure for splitting the UDR;

25. Risks that may be associated with the purchase of the UDR.

In addition to the above, if the non-resident's offered securities are bonds and other debt securities, the decision of the Central Depository on the issuance of the UDR must establish the mechanism for the redemption of the UDR.

10. The decision on the issuance of the UDR may also contain other information in accordance with the legislation of the Republic of Uzbekistan.

11. The list of documents submitted for state registration of the issuance of the UDR, as well as the requirements for the UDR issuance prospectus, are established by the competent state body.

See previous edition.

12. On the date of submission of the application for consideration of documents submitted for state registration, a fee in the amount of five times the base calculation amount established by the legislation of the Republic of Uzbekistan is collected. The collected fee amount is transferred to the account of the competent state body.

(para. 12 in the edition of Resolution No. 1046 of the Cabinet of Ministers of the Republic of Uzbekistan dated December 28, 2019 — National Database of Legislative Acts, 29.12.2019, No. 09/19/1046/4242)

13. Documents submitted for state registration of the issuance of the UDR are considered by the competent state body within thirty working days from the date of their submission. If additional documents are submitted by the issuer, the consideration period is recalculated.

14. The following are grounds for refusal to state register the issuance of the UDR:

Failure to submit a complete set of documents for state registration of the issuance of the UDR;

Availability of information confirming that the issuer of the non-resident's securities has violated the legislation of the country of origin of the non-resident on securities, the illegitimacy of its securities, its illegal activity, or that it is in the liquidation stage;

Other grounds provided for by the legislation of the Republic of Uzbekistan.

15. If the UDR meets the requirements established in para. 4 of this Regulation, its placement and circulation on the stock exchange of Uzbekistan are permitted on the basis of the relevant decision of this stock exchange.

16. The organization of the placement of the UDR on the stock exchange is carried out by the underwriter on the basis of a contract on the provision of underwriting services.

17. The placement and circulation of the UDR are carried out by registering it in the Central Depository in the manner established by the legislation of the Republic of Uzbekistan and on the basis of a contract on inter-depository cooperation concluded between the Central Depository and the foreign depository providing services to the non-resident's securities.

The non-resident's offered securities may be submitted to the Central Depository for storage and accounting on the basis of a contract concluded between the Central Depository, the foreign depository, and the issuer of these securities.

18. Additional issuance of the UDR is not subject to state registration and is carried out by making changes to the decision on the issuance of the UDR regarding increasing the maximum number of the UDR issuance, provided that it simultaneously meets the requirements established in para. 7 of this Regulation.

19. Placement of the UDR within the territory of the Republic of Uzbekistan is suspended by decision of the competent state body:

If incorrect, incomplete, and/or misleading information is identified in the decision on the issuance of the UDR or in the UDR issuance prospectus, as well as in other documents serving as the basis for permitting the placement of non-residents' securities within the territory of the Republic of Uzbekistan;

If the Central Depository and/or the investment intermediary and/or the underwriter signing the UDR issuance prospectus violate the requirements of this Regulation and normative legal acts of the competent state body adopted in accordance with it;

See previous edition.

If information is received from the organization regulating the securities market in the issuer's country of origin regarding the issuer's violation of the country's legislation, including legislation on combating the legalization of proceeds from crime, financing of terrorism, and financing of the proliferation of weapons of mass destruction, as well as information on the cancellation or suspension of the placement and circulation of the non-resident's securities, or if the activity of the issuer of such securities has been terminated or suspended.

(fourth sub-para. of para. 19 in the edition of Resolution No. 402 of the Cabinet of Ministers of the Republic of Uzbekistan dated June 29, 2021 — , 30.06.2021, No. 09/21/402/0618)

20. After the completion of the placement of the UDR, the Central Depository must submit a notification about the completion of the placement to the competent state body in the manner and deadlines established by the legislation of the Republic of Uzbekistan.

21. Circulation of the UDR within the territory of the Republic of Uzbekistan is permitted after the submission of the notification specified in para. 20 of this Regulation and the disclosure of information about the completion of its placement within the territory of the Republic of Uzbekistan, provided that there are no requirements for the emission volume to recognize the issuance as completed in the terms of the non-resident's offered securities.

III. Procedure for Placement and Circulation of Securities of a Resident of the Republic of Uzbekistan Outside the Territory of the Republic of Uzbekistan

22. Securities of a resident may be placed and circulated outside the territory of the Republic of Uzbekistan in a volume not exceeding 25% of the total number of securities of this type (category, type) issued, unless otherwise provided by the legislation of the Republic of Uzbekistan.

See previous edition.

The procedure established in this paragraph does not apply to enterprises with state participation where a primary (IPO) and/or secondary (SPO) public offer of shares is conducted on international and local stock markets, based on decisions of the President of the Republic of Uzbekistan.

(para. 22 supplemented with a sub-paragraph based on Decision No. PQ-289 of the President of the Republic of Uzbekistan dated September 19, 2025 — , 22.09.2025, No. 07/25/289/0859)

23. Placement and circulation of securities of a resident outside the territory of the Republic of Uzbekistan are carried out in accordance with the legislation of the relevant country on securities of foreign issuers, unless otherwise provided by international treaties of the Republic of Uzbekistan.

24. Securities of a resident are placed and circulated outside the territory of the Republic of Uzbekistan in the form of depository receipts issued by a foreign depository in accordance with the legislation of the country permitting their placement and circulation.

25. Ownership rights to securities of a resident placed outside the territory of the Republic of Uzbekistan are confirmed by the Central Depository in accordance with the legislation of the Republic of Uzbekistan.

26. Placement and circulation outside the territory of the Republic of Uzbekistan of securities of a resident — a business society with a state share, which is of strategic importance for the republic's economy — must be pre-reviewed by the Commission for Monitoring the Effective Use of the State Share in Shares of Joint-Stock Associations and Companies.

27. Securities of a resident placed outside the territory of the Republic of Uzbekistan are stored and accounted for by the Central Depository.

When placing securities of a resident outside the territory of the Republic of Uzbekistan, rights to such securities are transferred to the owners of the depository receipts representing them only after the issuer sends the relevant notification to the Central Depository confirming that funds have been credited to the issuer's settlement account at a commercial bank of the republic.

28. The Central Depository confirms the existence of the resident's offered securities to the owners of depository receipts on the basis of a relevant contract concluded with the foreign depository.

29. The foreign depository is accounted for as the nominal custodian of securities in the register of owners of the issuer-resident's securities.

IV. Final Provisions

30. The Cabinet of Ministers of the Republic of Uzbekistan has the right to apply protective measures by establishing additional quotas for the circulation of non-resident's securities within the territory of the Republic of Uzbekistan, expressed in limiting the types, number, and volume of non-resident's securities, in order to prevent or eliminate serious harm or the threat of serious harm to the economy.

31. Additional requirements for the placement and circulation outside the territory of the Republic of Uzbekistan of securities issued by commercial banks, insurance companies, audit organizations, as well as professional participants of the securities market, are established by the competent state bodies regulating the activity of the specified organizations.

32. Requirements for the procedure for carrying out currency operations related to the movement of capital arising within the framework of investment activity involving securities of a non-resident circulated within the territory of the Republic of Uzbekistan are established by the Central Bank of the Republic of Uzbekistan.

33. By decision of the Cabinet of Ministers of the Republic of Uzbekistan, the issuance of the UDR may be carried out by a commercial bank in the manner established for the Central Depository by this Regulation.

34. Persons participating in the organization of the placement and circulation of non-resident's securities within the territory of the Republic of Uzbekistan, and equally persons participating in the organization of the placement and circulation of resident's securities outside the territory of the Republic of Uzbekistan, are liable to the owners of the specified securities in the manner established by the legislation of the Republic of Uzbekistan for the damage caused by them.

(Collecton of Legislation of the Republic of Uzbekistan, 2014, No. 34, Art. 437; 2015, No. 39, Art. 507; National Database of Legislative Acts, 29.12.2019, No. 09/19/1046/4242; , 30.06.2021, No. 09/21/402/0618; 10.06.2022, No. 09/22/323/0508; 22.09.2025, No. 07/25/289/0859)