Comply or explain

Information on the Comply or Explain Principle

According to Clause 10 of the Corporate Governance Code, if it is impossible to comply with certain recommendations of the Code, the joint stock company shall fully disclose the reasons according to the international Comply or Explain Principle.

According to paragraph 8 of Clause 19 of the Code, the Bank's Articles of Association should provide for the right of holders of at least 1% of the Bank's ordinary shares to request the convening of a meeting of the Supervisory Board and make proposals on the agenda, distribution of profits, nomination of their candidate to the members of the management and control body (with an option to replace before the general meeting).

Besides, according to paragraph 9 of Clause 19 of the Code, a separate internal document of the Bank should provide for entering into a shareholders' agreement to form a joint voting position of shareholders, including minority shareholders.

NBU Joint Stock Company informs that the above mentioned recommendations of the Code are not observed due to the fact that the Bank has no minority shareholders and the owners of the Bank are two major shareholders owning 59.3% and 40.7% of voting shares with full rights stipulated by the current Laws of the Republic of Uzbekistan.