Procedure for Registering Changes to the Authorized Capital Amount, Shareholder Composition, Name and Location, and Amendments and Additions to the Charter

Regulation of the Board of the Central Bank of the Republic of Uzbekistan

Date of Entry into Force

19.12.1998

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01.10.2020

03.05.2018

07.12.2017

25.07.2016

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24.12.2011

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10.06.1999

19.12.1998

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Document lost force 01.10.2020

[ OKOZ: 1. 07.00.00.00 Legislation on Finance and Credit. Bank Activity / 07.19.00.00 Banking System / 07.19.02.00 Commercial Banks. Private Banks. Foreign Banks] [ TSZ: 1. Finance / Banks and other credit institutions. Credits]

Approved by Resolution No. 426 of the Board of the Central Bank of the Republic of Uzbekistan of November 9, 1998 (Protocol No. 19/7)

"Procedure for Registering Changes to the Authorized Capital Amount, Shareholder Composition, Name and Location, and Amendments and Additions to the Charter"

Regulation

[State registered by the Ministry of Justice of the Republic of Uzbekistan on December 19, 1998, under No. 573]

This Regulation loses its force on October 1, 2020, based on Resolution No. 12/5 of the Board of the Central Bank of the Republic of Uzbekistan dated May 25, 2020 "On Declaring Certain Regulatory Legal Acts Adopted by the Central Bank of the Republic of Uzbekistan as Invalid" (Registration No. 3253, June 30, 2020).

Amendments and additions have been made to this Regulation based on Resolution No. 14/20 of the Board of the Central Bank of the Republic of Uzbekistan dated April 14, 2018 "On Amending the Regulation on the Procedure for Registering Changes to the Amount of Bank Authorized Capital, Shareholder Composition, Bank Name and Address, and Amendments and Additions to the Charter" (Registration No. 573-7, May 2, 2018).

This Regulation is developed in accordance with the Laws of the Republic of Uzbekistan "On Banks and Banking Activity", "On the Central Bank of the Republic of Uzbekistan", "On Protection of Shareholders' Rights and Shareholders' Rights in Joint Stock Companies", as well as other laws and regulatory legal acts. The Regulation establishes the procedure for registering changes to the authorized capital amount, shareholder composition, bank name and address, and amendments and additions to the charter of a commercial bank.

1. GENERAL PROVISIONS

1.1. The following terms are used in this Regulation:

authorized capital - the nominal value of all shares paid by shareholders;

issued shares - the total amount of shares that may be additionally issued by the bank to the authorized capital, their nominal value is not included in the bank's authorized capital.

1.2. All amendments and additions to the charter of a commercial bank must be registered with the Central Bank of the Republic of Uzbekistan (hereinafter referred to as the Central Bank).

1.3. A decision on amendments and additions to the bank's charter is adopted by the General Meeting of Shareholders by a vote of three-fourths of the owners of voting shares present at the meeting. Voting is carried out on the principle of "one share - one vote."

In cases where the state is the sole founder of the bank, the decision on amendments and additions to the bank's charter is adopted by the Government.

1.4. To register amendments and additions to the charter, the bank submits three copies of the following documents to the Prudential Supervision Department of the Central Bank (hereinafter - Prudential Supervision Department) within one month from the date the General Meeting of Shareholders adopts the relevant decision:

a request for registration of amendments and additions to the bank's charter signed by the Chairman of the Bank Board (for banks with the state as the sole founder, the request is signed by the Chairman of the Management Board);

minutes of the General Meeting of Shareholders of the bank adopting the decision on amendments and additions to the charter;

text of amendments and additions to the bank's charter signed by the Chairman of the Bank Board.

1.5. If the submitted documents comply with legislation and the requirements of this Regulation, the Prudential Supervision Department submits the issue of registering amendments and additions to the bank's charter to the Bank Supervision Committee (hereinafter - Committee) for consideration; otherwise, the documents are returned to the bank for revision.

Consideration and registration of amendments and additions to the charter are carried out within 30 days.

1.6. After the Committee adopts a decision on registering amendments and additions to the bank's charter, the Prudential Supervision Department records the registration of amendments and additions on the title page of the bank's charter, and one copy of the submitted documents is attached to the bank's legal collection kept at the Central Bank.

Registered documents are submitted in one copy to the relevant Main Directorate of the Central Bank of the Republic of Uzbekistan in the location of the bank's head office and to the bank for attachment to the bank's legal collection.

The Main Directorates of the Central Bank of the Republic of Uzbekistan in the Karakalpakstan Republic, regions, and the city of Tashkent record the registration of amendments and additions to the title page of the bank's charter.

1.7. If the volume of amendments and additions to the bank's charter is large and complicates working with the charter or in other cases, the Central Bank has the right to require the bank to additionally submit a new edition of the charter (in three copies) in addition to the documents specified in paragraph 1.4 of this Regulation.

In this case, the Committee registers the bank's new edition of the charter.

1.8. Amendments and additions to the bank's charter enter into force from the date of their registration with the Central Bank. Amendments and additions to the bank's charter registered become an integral part of it.

If the submitted documents do not comply with legislation and the requirements of this Regulation, the documents are returned to the bank for revision.

2. PROCEDURE FOR CHANGING THE AMOUNT OF THE BANK'S AUTHORIZED CAPITAL AND REGISTERING THE CHANGE

Increase in Authorized Capital

2.1. A change in the amount of the bank's authorized capital may be carried out in the form of increasing or decreasing the authorized capital.

2.2. The bank's authorized capital may be increased by placing additional shares.

2.3. Increasing the bank's authorized capital by increasing the nominal value of shares may be carried out using the following methods:

directing part or all of the profit accrued at the end of the financial year to increasing the nominal value of shares;

payment by shareholders of the part of the increased nominal value of shares;

directing the bank's profit accrued at the end of the financial year to increasing the nominal value of shares and payment by shareholders of the missing part of the increased nominal value of shares.

Shares with an increased nominal value, to which shareholders who refused to participate are entitled, may be placed among potential shareholders in accordance with current legislation.

2.4. To increase the authorized capital, the bank's competent body, as defined in paragraph 1.3 of this Regulation, adopts a decision on introducing amendments and additions to the bank's charter regarding issued shares, including their quantity, nominal value, category, type, and rights they confer (Appendix 1).

In cases where the state is the sole founder of the bank, the decision on increasing the bank's authorized capital is adopted by the Government.

2.5. Registration of amendments and additions related to issued shares is carried out in the manner specified in paragraphs 1.5 - 1.7 of this Regulation.

2.6. To increase the authorized capital by issuing additional shares or increasing the nominal value of shares within the total number of issued shares, the following are submitted to the Licensing Department:

a decision of the bank's competent body, as established by legislation, on increasing the authorized capital by placing additional shares or increasing the nominal value of shares within the issued authorized capital;

an approved emission prospectus by the bank's competent body, if a decision was adopted on the distribution of shares through open subscription;

information on the issuance of shares approved by the bank's competent body when shares are distributed in a closed manner;

a request addressed to the Central Bank signed by the Chairman of the Bank Board consenting to the increase in authorized capital and the issuance of shares;

a plan for the placement of shares with comments (Appendix 2).

2.7. The submitted documents are reviewed by the Securities Department, and if they comply with legislation and the requirements of this Regulation, the Central Bank grants consent to the planned increase in authorized capital.

When consent to implementation is granted, a mark is placed on the emission prospectus or information on the issuance of shares.

Review of submitted documents and granting consent are carried out within one month.

2.8. The following may serve as grounds for the Central Bank to refuse consent to increase the authorized capital:

the plan for increasing the authorized capital fails to align with economic standards and the requirements of the Central Bank regarding the amount of the bank's authorized capital, or fails to align the share of participation of any shareholder with legislative requirements;

non-compliance of the submitted documents with the requirements of legislation and regulatory legal acts of the Central Bank;

the structure or method of the planned plan for increasing the authorized capital may pose a risk to the interests of depositors or the financial condition of the bank.

The Central Bank's refusal to consent to the issuance of additional shares must be justified and sent in writing to the bank within one month.

2.9. When shares are placed openly, the bank must:

2.9.1. Apply to the registering authority for amendments to the emission prospectus;

2.9.2. Publish the emission prospectus in the press;

2.9.3. Place the shares;

2.9.4. Confirm the results of the issuance and placement of shares with the competent body of the bank in accordance with current legislation, along with adopting a decision on introducing amendments and additions to the bank's charter due to the increase in the amount of authorized capital;

2.9.5. Submit a report on the results of the issuance and placement of shares to the registering authority for securities;

2.9.6. Publish the results of the issuance and placement of shares in the press;

2.9.7. Submit information on the results of the issuance and placement of shares to the Central Bank, along with a request for registration of amendments and additions to the bank's charter due to the increase in the amount of authorized capital;

2.9.8. Submit a list of changes in the shareholders' register regarding the results of share placement to the Licensing Department.

2.10. When shares are placed in a closed manner, the issuing bank must:

2.10.1. Register the issuance of shares with the registering authority for securities;

2.10.2. Place shares within the circle of future investors;

2.10.3. Confirm the results of the issuance and placement of shares with the competent body in accordance with current legislation, along with adopting a decision on introducing amendments and additions to the bank's charter due to the increase in the amount of authorized capital;

2.10.4. Submit a report on the results of the issuance and placement of shares to the registering authority for securities;

2.10.5. Submit information on the results of the issuance and placement of shares to the Central Bank, along with a request for registration of amendments and additions to the bank's charter due to the increase in the amount of authorized capital;

2.10.6. Submit a list of changes in the shareholders' register regarding the results of share placement to the Licensing Department.

2.11. When the authorized capital is increased by increasing the nominal value of shares, the bank must:

2.11.1. Collect all of the bank's shares for exchange for shares with an increased nominal value;

2.11.2. Register the emission prospectus (for open joint-stock banks) or the issuance of shares (for closed joint-stock banks) with the registering authority for securities;

2.11.3. Publish the emission prospectus in the press (for open joint-stock banks);

2.11.4. Form the authorized capital in the manner specified in paragraph 2.3 of this Regulation;

2.11.5. Confirm the results of the issuance and placement of shares with the competent body in accordance with current legislation, along with adopting a decision on increasing the amount of authorized capital and re-registering it with the Central Bank;

2.11.6. Submit a report on the results of the issuance and placement of shares to the registering authority for securities;

2.11.7. Publish the results of the issuance and placement of shares in the press (for open joint-stock banks);

2.11.8. Submit information on the results of the issuance and placement of shares to the Central Bank, along with a request for registration of amendments and additions to the bank's charter due to the increase in the amount of authorized capital.

2.12. In addition to the stated requirements, issuing banks comply with the requirements of the regulatory legal acts of the registering authority for securities regarding the issuance and registration of securities.

Decrease in Authorized Capital

2.13. The bank's authorized capital may be decreased by reducing the nominal value of shares or reducing the total number of shares, including by purchasing them with the condition of their subsequent cancellation.

If provided for in the bank's charter, the bank's authorized capital may be decreased by purchasing part of the shares and canceling them.

When purchasing their own shares, banks must obtain prior permission from the Central Bank in accordance with the Regulation on the Procedure for Passing Permitting Procedures in the Field of Bank Activity, approved by Resolution No. 56 of the Cabinet of Ministers of March 10, 2014.

2.14. If, as a result of decreasing the authorized capital, its volume falls below the minimum amount of authorized capital established by the Central Bank, determined on the date of recording the relevant changes in the bank's charter, permission to decrease the bank's authorized capital is not granted.

2.15. A decision on decreasing the authorized capital and introducing relevant amendments to the bank's charter is adopted by the General Meeting of Shareholders (in a bank with the state as the sole founder, the decision is adopted by the Government). The decision indicates the reasons for the decrease in authorized capital and establishes the procedure for its decrease.

When decreasing the authorized capital by purchasing placed shares, the decision of the General Meeting of Shareholders on decreasing the authorized capital must specify the types of shares to be purchased, the number of shares of each type to be purchased by the bank, the purchase price, the form and term of payment, as well as the term for purchasing shares.

When decreasing the authorized capital by reducing the nominal value of shares, the decision of the General Meeting of Shareholders on decreasing the authorized capital must specify the new nominal value of the share, the share price, the form and term for returning the difference between the share price and the new nominal value of shares to shareholders, as well as the term for returning this difference.

2.16. The purchase of shares (return of the difference between the share price and the new nominal value) is carried out within a period of not less than 30 days.

The purchase of ordinary shares by the bank (return of the difference between the share price and the new nominal value) is carried out in accordance with the market price, and preferred shares are carried out at the price provided for in the company's charter.

2.17. To decrease the authorized capital, the following are submitted to the Licensing Department:

a request for consent to decrease the bank's authorized capital;

the decision of the General Meeting of Shareholders of the bank on decreasing the authorized capital, as specified in paragraph 2.15 of this Regulation (for a bank with the state as the sole founder, the government decision).

2.18. The submitted documents are reviewed by the Licensing Department, and if they comply with legislation and the requirements of this Regulation, the issue of granting consent to decrease the authorized capital is submitted to the Bank Registration Commission for consideration.

Review of submitted documents and granting consent are carried out within one month.

2.19. The following may serve as grounds for the Central Bank to refuse consent to the decrease in the bank's authorized capital:

the possibility of violating economic standards established by the Central Bank and the requirements for the minimum amount of the bank's authorized capital as a result of the decrease in authorized capital, or the share of participation of any shareholder exceeding the limited amount established by legislative acts;

non-compliance of the submitted documents with the requirements of legislation and regulatory legal acts of the Central Bank;

the decrease in authorized capital may pose a clear risk to the interests of depositors and the financial condition of the bank.

The Central Bank's refusal to consent to the decrease in authorized capital must be justified and sent in writing to the bank within one month after receiving the final necessary documents.

2.20. When decreasing the authorized capital by reducing the nominal value of shares, the bank must:

2.20.1. Collect all of the bank's shares for exchange for shares with a reduced nominal value;

2.20.2. Pay shareholders the difference between the share price and the new nominal value of the shares;

2.20.3. Comply with the requirements of the registering authority for shares.

3. SPECIFIC FEATURES OF CHANGING THE COMPOSITION OF BANK SHAREHOLDERS

3.1. Banks are required to submit their register of shareholders to the Central Bank no later than 10 days from the end of the calendar year, once a year, and a list of changes in the shareholders' register no later than 10 days from the end of each reporting quarter.

When more than five percent of the bank's shares are acquired as a result of one or several transactions by one legal or physical person or a group of legal and physical persons related by agreement or controlling each other's property, the Central Bank must be notified. When more than twenty percent is acquired, prior consent of the Central Bank is required.

The Central Bank's prior consent to the purchase of more than twenty percent of the bank's shares is carried out in accordance with the Regulation on the Procedure for Passing Permitting Procedures in the Field of Bank Activity, approved by Resolution No. 56 of the Cabinet of Ministers of March 10, 2014.

3.2. A person who can control the management or significantly influence the policy of a legal entity is considered to control the property of the legal entity. In this case, a person is considered to have significant influence if they can:

be a major shareholder of the legal entity; or

have the opportunity to direct or manage the activities of the person through formal agreements with shareholders, management, or participants, or in any other way.

3.3. A major shareholder or participant of a legal entity is considered to be one or more persons directly or indirectly owning, either individually or through agreements with each other, 10 percent or more of the authorized capital or voting shares of the legal entity.

Direct ownership means direct ownership of the bank's voting shares by the shareholder.

Indirect ownership means ownership of the bank's voting shares through subsidiary companies and enterprises.

3.4. If two or more persons act on the basis of a formal agreement or there are cases of conscious parallel joint activities aimed at acquiring direct or indirect ownership of bank shares as a group, they are considered persons related by agreement for the purpose of owning bank shares.

3.5. If one person and another legal entity own bank shares directly or indirectly, and this person is a major participant of the legal entity or a member of its management, supervisory board, or representative of such person, this person is considered to be acting on the basis of an agreement with the legal entity.

3.6. Two or more persons are considered to be acting on the basis of an agreement with each other in the following cases:

if they are all related to at least one person who is a major participant, member (partner), or legal representative of these persons;

if they are all owners of bank shares and at the same time are members of the management, supervisory board, major participants (partners), or legal representatives of exactly one legal entity (excluding this bank), or if these persons are close relatives. The spouse (husband or wife), parents, children (including stepchildren), brothers, and sisters of a person are considered close relatives of the person.

3.7. Persons who own more than 20 percent of bank shares as a group, as specified in paragraphs 3.4 and 3.6 of this Regulation, may submit evidence to the Central Bank that they are not acting on the basis of an agreement with each other and, therefore, prior consent of the Central Bank for their joint ownership is not required. Such evidence must be submitted by these persons before the acquisition of such amount of shares, except for cases where such property is acquired by these persons independently of each other and without notifying each other about the purchase.

Within 30 days after submission of such certificates, the Central Bank decides whether these persons may be recognized as acting on the basis of an agreement with each other for the purpose of purchasing bank shares. The Central Bank has the right to request any additional information necessary to review the submitted information.

3.8. To obtain permission from the Central Bank to purchase more than 20 percent of bank shares, the purchasing person must apply to the Central Bank for a permit and indicate the following information in the application:

a) the amount of participation in the bank's authorized capital and the amount of shares to be purchased, including in percentage terms relative to the total amount of authorized capital;

b) for physical persons:

surname, name, patronymic, passport details, TIN;

place of residence (postal address), telephone number;

education;

type of activity;

detailed information about the profession and specialization, including information about the name of all enterprises and organizations where this person worked (is working) or is a major shareholder (participant), and the activity carried out (being carried out), in particular the area of activity within their authority, where the person managed (is managing) the activity;

tax declarations for the last two years (except for physical persons-residents participating in the authorized capital of private banks);

information about related persons, including:

1. information about close relatives (spouse, parents, children, brothers, sisters);

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2. Information about legal entities whose activities may be influenced by this natural person through their participation in the authorized capital of legal entities or by other means, including:

name, certificate of state registration, postal address, telephone number and payment details, STIR;

information about founders;

information about its financial condition (including information about issued bonds, obtained loans and bank guarantees);

personal composition of management bodies.

3. Information about legal entities whose activities may be influenced by relatives of this natural person through their participation in the authorized capital of legal entities or by other means, including:

name, certificate of state registration, postal address, telephone number and payment details, STIR;

information about founders;

information about its financial condition, including information about obtained loans;

personal composition of management bodies.

v) For legal entities:

information about the name, state registration, affiliation, postal address, telephone number, payment details and STIR of each participant participating in the authorized capital, as well as the share owned by this person in percent;

if the major participant is a natural person, then the information specified in sub-item b) of this item is provided;

for members of the board of directors and management of a legal entity, the information specified in sub-item b) of this item;

balance reports for the last two years for legal entities, including the last two reporting dates approved by tax authorities and audit firms;

g) Information about other persons who own shares of this bank and are bound by agreement with it, or control its property or are controlled by it, regarding the information specified in sub-items a), b), v) of this item.

d) Information about interconnected persons, including the following:

1. Personal composition of management bodies, including:

passport details, STIR (if available);

place of residence;

type of activity;

share of participation in the authorized capital of this legal entity (if available);

2. Information about legal entities whose activities may be influenced by this natural person through their participation in the authorized capital of legal entities or by other means, including:

name, certificate of state registration, postal address, telephone number and payment details, STIR;

information about founders;

information about its financial condition (including information about issued bonds, obtained loans and bank guarantees);

personal composition of management bodies.

3.9. The Central Bank considers the issue of consenting to the purchase of more than 20 percent of bank shares within one month from the date of submission of the complete set of documents specified in item 3.1 of these Regulations.

3.10. If the financial condition of the buyer or another person who owns shares of this bank and is bound by agreement with it, or controls its property or is controlled by it, is unsatisfactory, the Central Bank may refuse to consent to the purchase of more than 20 percent of shares.

3.11. The financial condition of the buyer acquiring more than 20 percent of bank shares may be deemed unsatisfactory if at least one of the following circumstances is identified:

a) liabilities of the buyer or another person who owns shares of this bank and is bound by agreement with it, or controls its property or is controlled by it, exceed their assets;

b) liabilities of the buyer or another person who owns shares of this bank and is bound by agreement with it, or controls its property or is controlled by it, create a serious threat to bank stability;

c) financial information submitted by the buyer indicates that, where necessary, this person cannot increase its share in the bank's authorized capital;

g) any other evidence indicating the possibility of financial risks arising for the bank as a result of the planned purchase of shares by this person is known.

3.12. Persons acquiring more than 20 percent of bank shares (individually or in situations envisaged in item 3.1 of these Regulations) must have an impeccable business and professional reputation. A person is considered untrustworthy if at least one of the following evidences is known:

a) there is evidence that the person was previously a head, member of the board, or major shareholder of a legal entity that went bankrupt, and the actions of this person were a significant factor leading to bankruptcy;

b) it was established that the person engaged in improper management of affairs and allowed cases of dishonest business conduct in his activities and personal behavior.

If the buyer is a legal entity, the requirements indicated above in this item apply to each member of the buyer's council, management, or a natural person who is a major participant.

3.13. In cases where changes occur in the shareholder composition as a result of the exchange of shares amounting to more than five percent of the authorized capital, which are not associated with a change in the amount of the bank's authorized capital, the register of shareholders (in three copies) showing their shares in value and percentage terms in the authorized capital is submitted to the Central Bank no later than ten days from the time when changes occurred in the shareholder composition. The register is signed by the Chairman of the Bank Council and submitted with an accompanying letter.

The Central Bank has the right to request information about shareholders owning less than 5 percent of voting shares.

3.14. When the total share of all foreign investors in the bank's authorized capital reaches amounts equal to 10, 20, and 30 percent of the authorized capital, the bank submits to the Central Bank information on the share of each foreign investor in the bank's authorized capital, their country of origin, and for legal entities - additionally: form of ownership, main activity, management, and main owners.

When the total share of all foreign investors in the bank's authorized capital reaches 30 percent of the authorized capital, the bank becomes a bank with foreign capital participation, at which time it must comply with the requirements of legislation and normative acts of the Central Bank. In this case, one of the foreign investors must be a legal entity.

4. PROCEDURE FOR CHANGING THE BANK'S NAME AND FEATURES OF NAME REGISTRATION

4.1. The bank's intended new name must be agreed upon with the Central Bank.

4.2. The bank applies to the Central Bank with an application regarding the desire to change the bank's name, specifying the following in the application:

intended full and abbreviated name;

organizational-legal form;

date when the new name is expected to enter into force;

proposal for amending the bank's charter to reflect the new name along with the text to be included in the bank's charter.

4.3. After receiving the application regarding the desire to change the name, the Central Bank notifies the bank of the results of agreement on its new name within two weeks.

4.4. If the new name incorrectly expresses the type of activity or services envisaged by the bank, or misleads bank customers or potential customers, the Central Bank has the right to reject the intended change.

4.5. For renaming the bank, a decision is adopted by the General Meeting of Shareholders of the bank regarding the change of the bank's name and, in connection with this, amendments to the charter.

For a bank that is a state single owner, the decision regarding the change of name is adopted by the government.

4.6. After the adoption of the decision regarding the change of the bank's name and amendments to the charter, the bank submits to the Department of Prudential Supervision, no later than one month, three copies of the minutes of the General Meeting of Shareholders together with the decision on changing the bank's name, and the text of amendments to the bank's charter related to the change of its name. The bank is responsible for submitting unclear information.

If the new name incorrectly expresses the type of bank activity or services offered, or misleads bank customers or potential customers, the Central Bank has the right to reject the intended change.

4.7. The Department of Prudential Supervision reviews the submitted documents and includes in the Committee the issue of approving the bank's new name, registering amendments and additions to the bank's charter related to this, and reissuing the license granting the right to carry out operations under the new name.

Review of submitted documents and registration of amendments to the charter is carried out within one month.

4.8. After approval, the Department of Prudential Supervision makes entries in the title page of the bank's charter and the Republic Register of Bank Registration, and a license granting the right to carry out operations under the new name is issued.

One copy each of the Committee's decision on registering amendments to the bank's charter, the adopted minutes of the General Meeting of Shareholders on changing the bank's name, the text of amendments to the bank's charter, and the license are attached to the bank's legal file stored at the Central Bank. One copy each of these documents is sent to the territorial Main Directorate of the Central Bank where the bank is located and to the bank for attachment to the bank legal file stored there (the original copy of the license is submitted to the bank). The territorial Main Directorate of the Central Bank and the bank make an entry in the charter stored there regarding the registration of amendments and additions.

4.9. The bank's new name enters into force from the day it is registered in the Republic Register of Bank Registration at the Central Bank.

4.10. If the bank has a main license for carrying out operations in foreign currency, the Licensing Department notifies the Currency Regulation and External Relations Department of the Central Bank regarding the replacement of its license due to the change of the bank's name. Within 30 days from the day the Commission adopts this decision, old licenses granted for carrying out separate bank operations remain valid until they are replaced.

4.11. The bank must post information on its corporate website regarding the change of the bank's name. Posting such information is carried out within two working days from the date of registration of amendments to the bank's charter.

5. PROCEDURE FOR REGISTERING CHANGE OF BANK LOCATION

5.1. Change of bank location does not require replacement of the license for carrying out bank operations and licenses for carrying out separate bank operations.

5.2. Change of bank location (postal address) is carried out together with the following:

change of postal address while preserving the correspondence account number at the representative office of the Central Bank territorial Main Directorate's accounting-cash center;

change of accounting-cash center and postal address.

5.3. Before changing the location (postal address) associated with transfer to another accounting-cash center providing services, issues related to credit-accounting relations between the bank and the Central Bank must be resolved.

5.4. No later than one month after the change of bank location (postal address), the following documents are submitted to the Department of Prudential Supervision:

request for registering amendments to the bank's charter due to the change of bank location (postal address);

justified decision of the Bank Council on changing the location (for a bank with a state single owner - government decision);

conclusion of the territorial Main Directorate at the intended place of service provision regarding the readiness of the intended building, equipment, cash network, and equipping with software and technical tools in accordance with Central Bank requirements;

information on the possibility of impact of the intended change on bank depositors and on any intended changes in the bank's activity strategy resulting from such change (in case of change of populated area).

5.5. After submission of documents, the Central Bank notifies the bank of the results of agreement on its new location within two weeks.

5.6 The Central Bank may refuse to register the change of location for one of the following reasons:

if the intended new location building and equipment are insufficient for conducting bank activity, specifically for safekeeping depositors' funds;

if there are grounds threatening the interests of depositors and creditors as a result of the change of location.

5.7. The Central Bank has the right to check the compliance of buildings and equipment at the new location with Central Bank requirements through on-site supervision or any other means.

5.8. No later than one month after obtaining permission to change the bank location (postal address), the bank applies to the Central Bank with a request for registering amendments to the bank's charter related to the change of location (postal address) in accordance with item 1.5 of these Regulations.

5.9. The bank must post information on its corporate website regarding the change of the bank's location (postal address). Posting such information is carried out within two working days from the date of registration of amendments to the bank's charter.

6. PROCEDURE FOR AMENDING THE REGULATIONS ON THE BANK BRANCH

6.1. To monitor the legality of carrying out bank operations envisaged in the bank license by the branch, the bank notifies the Central Bank within ten days after the adoption of the relevant decision on amendments and additions to the regulations on its branch. Along with the request for registering amendments and additions to the regulations on the branch, the new edition of the regulations, the minutes of the Bank Council decision on introducing amendments and additions to the regulations on the branch (for a bank with a state single owner - minutes of the Management decision), and three copies of the text of amendments and additions to be introduced are submitted to the Department of Prudential Supervision.

6.2. The branch location may change within the boundaries of the administrative-territorial division at the district level (for regional branches - within the region boundaries).

6.3. When the branch location changes, the following documents are submitted to the Department of Prudential Supervision:

application signed by the Chairman of the Bank Council for changing the location of the bank branch;

decision of the Bank Council on changing the location of the bank branch;

text of amendments and additions to be introduced to the regulations on the bank branch due to the change of branch location;

conclusion of the territorial Main Directorate of the Central Bank at the place where the branch is located regarding the compliance of the new building, equipment, cash network, and equipping with software and technical tools with Central Bank requirements;

information on the possibility of impact of the change of branch locations on depositors;

information on any intended changes in the bank strategy as a result of the change of branch location.

6.4. The Department of Prudential Supervision reviews the submitted documents and, if they comply with the requirements of these Regulations, includes in the Bank Control Committee the issue of registering amendments and additions to the regulations on the bank branch.

Review of submitted documents and permission to change the bank branch location is carried out within one month.

6.5. The following may be grounds for the Central Bank to refuse to make a decision on changing the bank branch location:

a) if the intended location building and equipment for the branch are insufficient for conducting bank activity, specifically for safekeeping depositors' funds;

b) if there are grounds threatening the interests of depositors and creditors as a result of the change of location.

6.6. The Central Bank has the right to check the compliance of the intended location building and equipment through on-site supervision or any other means.

6.7. After the adoption of the decision by the Committee on registering amendments and additions to the regulations on the bank branch, the Department of Prudential Supervision makes an entry on the title page of the regulations on the branch regarding the registration of amendments and additions. One copy each of the Committee's minutes and submitted documents is attached to the legal file of the bank branch stored at the Central Bank.

One copy each of the submitted documents, together with a copy of the decision on registering amendments and additions and the minutes of the Bank Registration Committee, is sent to the territorial Main Directorate of the Central Bank where the main bank office is located and to the bank branch for attachment to the branch legal file stored there.

The territorial Main Directorate of the Central Bank and the bank branch make an entry in the header of the regulations on the branch regarding the registration of amendments and additions.

6.8. With the introduction of these Regulations into practice, Decision No. 58 dated May 4, 1996 "On the Procedure for Changing the Bank's Authorized Capital and Shareholder Composition" loses its force.

Deputy Chairman of the Central Bank of the Republic of Uzbekistan A. ERDONAYEV

APPENDIX 1

RECOMMENDATIONS on describing the text of the bank charter in connection with increasing the authorized capital by issuing additional shares within the total number of announced shares

To increase the bank's authorized capital by issuing additional shares within the total sum of announced shares, the following rules should be included in the bank's charter approximately as follows:

"The bank's authorized capital amounts to 100 million soums and is distributed among the following shares:

ordinary shares - 90,000 pieces, nominal value of each 1,000 soums, total sum 90 million soums;

preferred shares - 10,000 pieces, nominal value of each 1,000 soums, total sum 10 million soums.

The sum of announced shares that the bank may issue to increase the authorized capital amounts to 100 million soums, including:

ordinary shares - 90,000 pieces, nominal value of each 1,000 soums, total sum 90 million soums;

preferred shares - 10,000 pieces, nominal value of each 1,000 soums, total sum 10 million soums".

Paid shares issued within the total number of shares are transferred to the bank's authorized capital.

For example, if the bank carried out an emission worth 50 million soums within the total number of announced shares worth 100 million, the following amendments are made to the charter:

"The bank's authorized capital amounts to 150 million soums and is distributed among the following shares:

ordinary shares - 135,000 pieces, nominal value of each 1,000 soums, total sum 135 million soums;

preferred shares - 15,000 pieces, nominal value of each 1,000 soums, total sum 15 million soums.

The sum of announced shares that the bank may issue to increase the authorized capital amounts to 50 million soums, including:

ordinary shares - 45,000 pieces, nominal value of each 1,000 soums, total sum 45 million soums;

preferred shares - 5,000 pieces, nominal value of each 1,000 soums, total sum 5 million soums".

APPENDIX 2

PLAN FOR PLACEMENT OF SHARES ISSUED BY JOINT-STOCK COMMERCIAL BANK "___________________"

No.

Name of envisaged shareholders

Participation in the bank's authorized capital, if any

Interest of state and state enterprises in buying shares or bank shares

Participation of a person expressing interest in buying shares or bank shares in the authorized capital

Interest of foreign investors in buying shares or bank shares

Participation of a person expressing interest in buying shares or bank shares in the authorized capital

Approximate share of the person expressing interest in buying bank shares

Approximate date for payment for shares

in thousands of soums

in %

in thousands of soums

in %

in thousands of soums

in %

in thousands of soums

in %

1

2

3

4

5

6

7

8

9

10

11

Legal entities expressing interest in buying shares amounting to 5 percent and more of the announced authorized capital

1.1.

1.2.

Total sum of shares bought by legal entities, less than 5 percent of the announced authorized capital

Natural persons expressing interest in buying shares amounting to 5 percent and more of the announced authorized capital

3.1.

3.2.

Total sum of shares bought by natural persons, less than 5 percent of the announced authorized capital

Remaining part of shares

Note.

• relative to announced authorized capital.

Explanation of the Share Placement Plan

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Chairman of the Bank Council

Seal