Sustainability Report / 2024

In 2024, the Company continued to adhere to the principles of effective corporate governance, viewing it as an integral part of sustainable development. The management system is designed to ensure transparency, accountability, and constructive interaction with all stakeholders.

The activities of the management bodies are carried out in strict compliance with the requirements of legislation and internal regulations.

The key corporate governance bodies remain:

General Meeting of Shareholders

Supervisory Board

Collegial executive body (Management Board)

These bodies provide strategic guidance to the Company, control its activities, and make decisions aimed at achieving sustainable growth and protecting the interests of shareholders and other stakeholders.

In November 2024, a Risk Management Committee (RMC) was established within the corporate governance structure to systematize approaches to identifying, assessing, and monitoring risks, as well as to improve the transparency and accountability of risk management processes. The Committee is headed by the Chairman of the Management Board.

Its members include:

First Deputy Chairman of the Management Board;

Deputy Chairman of the Management Board for Financial Affairs;

Acting Deputy Chairman of the Management Board for Commercial Affairs;

Director of the Corporate Governance and Investment Portfolio Department;

Director of the Legal Department;

Head of Risk Management;

Director of the Compliance Department;

Head of Internal Audit.

The formation of the CCA was an important step towards strengthening corporate control and developing a unified approach to risk management across the entire organization.

Corporate Governance Structure of Uzbektelecom JSC

General Meeting of Shareholders

The General Meeting of Shareholders is the highest governing body of the Company, responsible for making key decisions regarding strategic development, management structure, and reporting.

The activities of the General Meeting of Shareholders are governed by the laws of the Republic of Uzbekistan, including the Law «On Joint Stock Companies and Protection of Shareholders’ Rights”, the Company’s Articles of Association, and the Corporate Governance Code approved by the Commission for Efficiency and Corporate Governance.

The Annual General Meeting of Shareholders is held on the date specified in the Company’s Articles of Association, but no later than six months after the end of the financial year. at this meeting, the Company’s annual report and other documents required by law are approved, the Supervisory Board is elected, and decisions are made on the extension, amendment, or termination of the employment contract with the Chairman of the Management Board, who is the head of the Company’s collegial executive body.

In addition to annual meetings, extraordinary general meetings of shareholders are held as necessary to promptly resolve issues requiring the participation of the highest management body.

The general meeting of shareholders of the Company has exclusive competence to make key decisions determining the strategic development and management of the Company.

The main powers of the general meeting of shareholders include:

Amending the Company’s Articles of Association and approving new versions thereof;
Making decisions on the reorganization or liquidation of the Company, appointing a liquidator, and approving the liquidation balance sheet;
Forming the Supervisory Board and the Minority Shareholders’ Committee, electing their members, and terminating their powers early;
Increasing or decreasing the Company’s authorized capital;
Approval of the Company’s organizational structure, formation of the executive body, appointment of its head, and early termination of his powers;
Approval of the annual report, business plan, and development strategy of the Company;

Distribution of profits and losses;
Issuance of corporate bonds and derivative securities, as well as decisions on the redemption or waiver of preemptive rights;
Determining the placement price of shares and carrying out major transactions, including transactions with related parties;
Appointing an audit firm, approving the cost of its services, and concluding a contract;
Determining remuneration and compensation for members of the Supervisory Board and the executive body;
Making decisions on compliance with the recommendations of the Corporate Governance Code.

The competence of the General Meeting of Shareholders also includes the resolution of other issues in accordance with the legislation and the Articles of Association of the Company. These powers are aimed at ensuring transparency, effective management, and sustainable development of the Company.

A shareholder has the right to participate in the General Meeting of Shareholders in accordance with the laws of the Republic of Uzbekistan and the internal regulations of the Company. The right to participate in the meeting is granted to shareholders registered in the register of shareholders formed specifically for this event. Changes to the register are permitted only in cases of correction of errors or restoration of violated rights, which emphasizes transparency and protection of shareholders’ rights.

The following persons are entitled to attend the General Meeting of Shareholders:

01

Shareholders and their authorized representatives

02

Members of the Company’s Supervisory Board

03

The Chairman of the Management Board and his deputies

04

Other persons participating in the discussion and decision-making within the competence of the meeting

To participate in the meeting, shareholders or their representatives must register at the place and time specified in the notice of the meeting. Upon registration, shareholders must present a document proving their identity, and representatives must present a power of attorney. a power of attorney to vote on behalf of a natural person must be certified by a notary public. a power of attorney to vote on behalf of a legal entity shall be signed by its head and certified with the seal of that legal entity (if it has a seal).

Legal entities that are shareholders participate through their heads or authorized persons whose powers are confirmed by the constituent documents and certified in the established manner.

The Company also notes that in recent years, general meetings of shareholders have been organized through an electronic voting system, i.e., through evote.uz. Uzbektelecom JSC also uses this system to hold general meetings of shareholders.

This system is a convenient and universal voting tool that allows shareholders to register for meetings and vote by filling out an electronic ballot form on the website.

This approach to organizing the General Meeting of Shareholders ensures equal opportunities for participation, transparency of procedures, and protection of the interests of all shareholders.

Dividend policy

The company adheres to a balanced dividend policy aimed at increasing shareholder wealth and sustainable capital growth. The main objectives are to ensure stable payments, transparency in decision-making, and a balance between shareholder interests and business needs.

The policy is based on a number of key principles:

Transparency

The company discloses information about the procedure for making decisions on dividends, their amounts, and payment dates.

Fairness

All shareholders have equal rights to receive information about dividend payments and their terms.

Reasonableness

Dividends are paid only if the Company has positive financial results, taking into account its investment plans.

Consistency

The adopted dividend policy principles are consistently implemented and improved.

Stability

The Company strives for predictability and regularity of payments, providing shareholders with confidence in the long-term prospects.

The decision to pay dividends is made by the general meeting of shareholders based on the recommendations of the Supervisory Board. The Company’s net profit, as confirmed by an audit report, financial plans, working capital structure, and debt burden are taken into account. The Company aims to allocate at least 30% of its net profit to dividends, while ensuring the development and growth of the market value of its shares.

The legislation of the Republic of Uzbekistan, the Company’s Articles of Association, and internal regulations govern the payment of dividends. Dividends are not paid on unissued shares, shares owned by the Company itself, or in other cases provided for by law. The Company is responsible to its shareholders for fulfilling its obligations to pay declared dividends, including covering all related expenses.

The Company will continue to improve its dividend policy, focusing on stability and predictability of payments. The priority is to increase transparency in the distribution of profits and optimize the capital structure. Attention will be paid to long-term financial planning so that dividend payments do not adversely affect investment programs and operating activities.

Supervisory Board

GRI 2-12

The Supervisory Board of Uzbektelecom JSC exercises general management of the Company’s activities, except for matters within the competence of the general meeting of shareholders and the executive body.

Its activities are regulated by the legislation of the Republic of Uzbekistan, the Company’s Articles of Association, and the Corporate Governance Code.

The Supervisory Board of Uzbektelecom JSC plays a key role in the strategic management of the Company, ensuring effective corporate governance and control. The Board determines priority areas for development, promotes the implementation of international management and internal control standards, and makes decisions on the most important issues of the Company’s activities. It is responsible for corporate governance, financial planning, risk management, and interaction with shareholders. The Board ensures transparency of processes, monitors the implementation of the business strategy, and regulates senior management appointments. in addition, it participates in the formation of corporate policy in the areas of sustainable development, innovation, and international cooperation, which contributes to the long-term growth and stability of the Company.

Appointment, dismissal, and termination of members of the Supervisory Board

GRI 2-10

The composition and structure of the Supervisory Board are formed taking into account the principles of corporate governance, transparency, and independent control over the Company’s activities.

The Board is formed by a vote at the general meeting of shareholders and consists of nine members elected for a term of three years with the possibility of re-election without restriction. Members of the executive body, employees of the Company, affiliated and subsidiary companies may not be members of the Board.

To enhance corporate governance and ensure independent control when the Company’s shares are listed on a stock exchange, at least one member of the Board must have independent status.

An independent member of the Board is determined based on the following criteria:

No employment or business relationship with the Company or its affiliates for the past three years.
No status as a shareholder, founder, or participant in the Company or its affiliated organizations.
No commercial relations with the Company, including major contracts for the supply of goods or services.
No family ties with members of the Company’s management and internal control bodies.
Not employed by government agencies or state-owned enterprises.

Members of the Supervisory Board are elected by cumulative voting, which ensures a more equitable distribution of votes among candidates and allows shareholders to take into account the Company’s strategic priorities. Additional requirements for candidates may be established by the Company’s Articles of Association or by resolutions of the general meeting of shareholders.

Uzbektelecom JSC strives to comply with advanced corporate governance standards, ensuring the independence and transparency of the Supervisory Board’s activities. Members of the Supervisory Board have all the necessary powers to exercise strategic oversight and control over the Company’s activities.

Within the scope of their activities, members of the Supervisory Board have the right to:

Participate in meetings, make proposals, and vote on key issues related to the Company’s development.
Obtain access to complete, accurate, and timely information about the Company’s activities, including financial and operating performance, strategic initiatives, and business plans.
Receive remuneration and compensation for expenses incurred in the performance of their duties, in accordance with the decision of the General Meeting of Shareholders.

Members of the Supervisory Board are required to:

Act in good faith, professionally, and in the interests of the Company’s long-term sustainable development.
Adhere to the principles of transparency, independence, and ethics in the decision-making process.
Avoid conflicts of interest, disclose information about their interests in transactions in a timely manner, and refrain from voting on relevant issues.
Not use their position or insider information for personal gain or to the detriment of the Company.

Composition of the Supervisory Board

Education:

1998 — Tashkent State Technical University
2000 — Yale University