Corporate Structure In LLC

This brief summary outlines the key provisions of the Uzbek Law on Limited and Additional Liability Companies No. 310-II of 6 December 2001 (the 'Law') with respect to a corporate governance structure of limited and additional liability companies (the 'Company') and competencies of each of the corporate governing bodies.

Pursuant to Chapter IV of the Law, the Company may have the following corporate governing bodies:

General Meeting of Participants the supreme governing body consisting of participants or their representatives; Supervisory Board may be established within the Company at the discretion of participants. Due to uncertainty in the Law, there is a presumption that the Supervisory Board must be established when the book value of Company's assets exceeds UZS 1 bln. General Director or Board of Directors is an executive body responsible for day-to-day management of the Company. The Law does NOT permit attracting a third party - legal entity to undertake the management functions. Internal Audit Service must be established under the Company's Supervisory Board when the book value of Company's assets exceeds UZS 1 bln for the implementation of internal control. GENERAL MEETING OF PARTICIPANTS

The Law provides for the following exclusive authorities of the General Meeting. These authorities cannot be vested to the Supervisory Board of the Company or its General Director.

Exclusive competences Number of votes necessary to make decisions Unanimously 2/3 votes Simple majority Approving monetary assessment of in-kind contributions to the Charter Fund by the Participants and/or third parties; ● Inserting, amending or repealing provisions on shareholding limits or proportionality of shareholdings; ● Increasing the charter capital by additional contributions of participants or acceptance of a third party; ● Inserting, amending or repealing provisions on disproportional use of pre-emptive right in the case of a sale of share; ● Selling shares of withdrawn participants held by the Company; ● Taking decisions on establishing other legal entities, representative offices and branches. ● Defining the main directions of Company's activities, as well as taking decisions on participation of the Company in other associations of commercial organizations; ● Increasing of the charter capital in cases other that stated above. ● Amending the foundation documents; ● Appointment and dismissal of members of the revision commission (in case it is decided to form...