Minutes

of Annual General Meeting of Shareholders of Open Joint Stock Company

“Rogun Hydropower Plant”

          June 18, 2021                                                                    Dushanbe city

Full official name and location of the company – Open Joint Stock Company “Rogun Hydropower Plant”, Rogun town, 40 Sokhtmonchiyon Street.

General meeting of shareholders – annually

Form of meeting – Meeting

Date and time of the Annual General Meeting of Shareholders – June 18, 2021 from 9:00 to 10:35.

Venue of the Annual General Meeting of Shareholders – Dushanbe, 5 Tehran Street, National Library of Tajikistan.

Start and end of registration of persons entitled to participate in the Annual General Meeting of Shareholders – June 16-17, 2021 from 8:00 to 17:00.

Opening time of the Annual General Meeting of Shareholders – 9:00.

Closing time of the Annual General Meeting of Shareholders – 10:35.

Postal addresses to which the filled ballot papers were sent during the Annual General Meeting of Shareholders:

735417, Rogun town, Sokhtmonchiyon street, 40; Dushanbe city, Shotemur street, 27; 734017, Dushanbe city, Shotemur street, 29; 734012, Dushanbe city, Ayni street, 20; 734043, Dushanbe city, Mayakovsky street, 1/13; 734018, Dushanbe city, N. Karaboev street, 38; 735417, Rogun town, Sokhtmonchiyon street, 34; 735103, Varzob district, Varzob village; 735400, Vahdat city, Tughdona street, 12; 735420, Nurobod district, Darband district, I. Somoni Street; 735450, Rasht district, Gharm town, S. Burhonov street, 54; 735100, Rudaki district, I. Somoni street, 16; 735430, Sangvor district, Tavildara village; 735460, Tojikobod district, Tojikobod village; 735000, Tursunzoda city, Lomonosov street, 130/45; 735413, Faizobod district, I. Somoni street, 53; 735020, Gissar city, Gissar town, I. Somoni street, 10; 735470, Lakhsh district, Somoniyon street, 10; 735020, Shahrinav district, I. Somoni street, 117; 736000, Khorog city, Lenin street, 47; 736000, Khorog city, Lenin street, 23; 736300, Vanj district, Vanj village, Lenin street, 34; 736400, Darvoz district, Kalai Khumb village, 22 Lenin Street; 736500, Ishkashim district, Ishkashim village, Lenin street, 1; 736600, Murgab district, I. Somoni street, 21; 736112, Roshtqala district, Javonon street, 10; 736200, Rushan district, Lenin street, 2; 736100, Shugnan district, K. Kyrgyzbek street, 47; 735700, Khujand city, R. Nabiev avenue, 39; 735520, Ayni district, Ayni town, Lenin street, 20; 735790, Asht district, Shaydon street, I. Somoni street, 6; 735690, Bobojon Gafurov district, Gafurov city, Gogol street, 14; 735620, Devashtich district, Ganchi district, I. Somoni street, 20; 735600, Zafarobod district, Zafarobod district, Lenin street, 36; 735610, Istaravshan city, 96 Lenin street; 735920, Isfara city, Lenin street, 20; 735750, Guliston city, 79 Lenin street; 735900, Konibodom city, Yu. Yodgorov street, 73; 735700, Kuhistoni Mastchoh district, Mehron town; 735800, Mastchoh district, Buston town, Sharipov street, 23; 735500, Panjakent city, Rudaki street, 102; 735830, Spitamen district, Nov district, Lenin street, 30; 735731, Istiklol city, Lenin street, 143; 735730, Buston town, Oplanchuk street, 12а; 735820, Jabbor Rasulov district, Proletar district, Nurmatov street, 3; 735610, Shahristan district, Istaravshan street, 16; 735140, Bokhtar city, N.Huvaydulloev street, 1; 735140, Bokhtar city, B. Gafurov street, 9; 735120, Abdurahmoni Jomi district, Kuybishevdistrict, Somoniyon Street, 17; 735340, Baljuvon district, Baljuvon village; 735036, Kushaniyon district, Somoni district, Sino street, 75; 735160, Vakhsh district, Vakhsh town, Lenin street, 63; 735330, Vose district, Vose district, 19 Lenin Street; 735320, Dangara district, Dangara city, Lenin street, 50; 735310, Yovon district, Yovon city, Kirov street, 46; 735200, J. Balkhi district, Isoev district, Tugalang street, 8; 735360, Kulyab city, I. Somoni street, 36; 735191, Kubodiyon district, Kubodiyon town, Lenin street, 75; 735220, Jaihun district, Dusti district, Lenin street, 26; 735370, district Mir Said Ali Hamadoni, Moscow settlement, I. street Somoni, 18; 735365, Muminobod district, Leningrad district, 19 Lenin Street; 735300, Nurek city, Lenin street, 18; 735186, Nosiri Khusrav district, Bahor district, Lenin street, 1; 735230, Panj district, Panj town, 13 Lenin street; 735140, Levakandi city, Kalinin street, 32; 735340, Temurmalik district, Lenin street, 11; 735390, Farkhor district, Farkhor town, S. Safarov street, 1; 735350, Khovaling district, I. street Somoni, 1; 735411, Khuroson district, Obikiik town, Rudaki street, 4; 735214, Dusti district, Jilikul village, Lenin street, 1; 735180, Shahritus district, Shahritus town, Lenin street, 51; 735382, Shamsiddin Shohin district, Shurobod village.

Chairman of the Meeting – Prime Minister of the Republic of Tajikistan, Chairman of the Observatory Board of OJSC “Rogun HPP” Mr. Qohir Rasulzoda.

Presidium of the Assembly:

Mr. Qohir Rasulzoda – Chairman of the Observatory Board, Prime Minister of the Republic of Tajikistan;

Mr. Usmonzoda Usmonali Yunusali – Member of the Observatory Board, Deputy Prime Minister of the Republic of Tajikistan;

Mr. Hikmatullozoda Nematullo – Assistant to the President of the Republic of Tajikistan for Economic Affairs;

Mr. Kahhorzoda Faiziddin Sattor – Member of the Observatory Board, Minister of Finance of the Republic of Tajikistan;

Mr. Ashuriyon Muzaffar Qurbonmuhammad – Member of the Observatory Board, Minister of Justice of the Republic of Tajikistan;

Zavkizoda Zavki Amin – Member of the Observatory Board, Minister of Economic Development and Trade of the Republic of Tajikistan;

Mr. Azim Ibrahim – Member of the Observatory Board, Minister of Transport of the Republic of Tajikistan;

Mr. Juma Daler Shofaqir – Minister of Energy and Water Resources of the Republic of Tajikistan;

Mr. Qodirzoda Saadi Sanginmurod – Chairman of the State Committee on Investments and State Property Management of the Republic of Tajikistan;

Mr. Zuvaydzoda Mahmadsaid Mahmud – Chairman of the Committee for Architecture and Construction under the Government of the Republic of Tajikistan;

Mr. Safarzoda Khairullo Amirali – Member of the Observatory Board, Director General of OJSC “Rogun HPP”;

Mr. Murodali Alimardon – member of the company’s Observatory Board, shareholder of OJSC “Rogun Hydropower Plant”;

Mr. Mashrabov Nurshed Kholovich – Director General of LLC “Korvon Bazaar”.

Secretary of the Meeting: Mr. Mirzozoda Salohiddin Fathiddin, Corporate Secretary of OJSC “Rogun HPP”.

Agenda of the Meeting:

  1. Annual report and accounting report of the Open Joint Stock Company “Rogun Hydropower Plant” for 2020.
  2. Auditor’s report of OJSC “Rogun Hydropower Plant” for 2020.
  3. Report of the Audit Commission on the financial activities of OJSC “Rogun Hydropower Plant” for 2020.
  4. On increase of the authorized capital of OJSC “Rogun Hydropower Plant”.
  5. On amendments to the Charter of OJSC “Rogun Hydropower Plant”.
  6. Approval of Lot 3 Draft Contract of 3 “Construction of the Right Bank structures” of Rogun HPP between the Emplloyer of construction of the Project – OJSC “Rogun HPP” and the general Contractor of Lot 3 construction in Rogun HPP (construction of the Right Bank) – OJSC “Tajikgidroelectromontazh”.
  7. Election of members of the Observatory Board of OJSC “Rogun Hydropower Plant”.
  8. Election of members of the Audit Commission of OJSC “Rogun Hydropower Plant”.
  9. Election of members of the Accounting Commission of OJSC “Rogun Hydropower Plant”.
  10. Approval of the Auditor of OJSC “Rogun Hydropower Plant for 2021 and its compensation.

At the beginning of the Annual General Meeting of Shareholders of Rogun Hydropower Plant (hereinafter referred to as the Meeting) by the Chairman of the Meeting the Prime Minister of the Republic of Tajikistan, Chairman of the Observatory Board of OJSC “Rogun HPP” Mr. Qohir Rasulzoda noted that the energy independence and the effective use of energy is one of the priorities of the Government of the Republic of Tajikistan and is envisaged in the National Development Strategy of the Republic of Tajikistan for the period up to 2030 as the highest goal of long-term development of Tajikistan.

With a view to developing and boosting the energy sector, the Government of the country is constantly taking the necessary measures and paying special attention to the construction of hydropower plants.

According to statistics, 34 public investment projects worth 57.2 billion somoni have been implemented in the energy sector and its development since independence.

At present, 17 more public investment projects worth 16.4 billion somoni are being implemented in this sphere.

During this period, more than 2,000 megawatts of new capacity was put into operation, and the volume of electricity production increased from 17 billion kilowatt-hours in 1991 to 21 billion kilowatt-hours in 2019.

The position of Rogun HPP in the production of electricity in the country is very significant. Because only after the commissioning of the first units of Rogun HPP, ie Units 6 and 5, more than 2.9 billion kilowatt-hours of electricity was produced in an environmentally friendly manner and transferred to the country’s energy system.

This testifies to the fact that the construction of Rogun HPP will lay a solid foundation for ensuring the country’s energy independence.

At the same time, as the President said, with the construction of Rogun, we will ensure the present and future prosperity of our beloved Tajikistan and the well-being of the people of the country.

To this end, in order to accelerate the construction and commissioning of Rogun Hydropower Plant, OJSC “Rogun Hydropower Plant” together with the Observatory Board of the Company and the Republican Task Force for Construction and Commissioning of Rogun Hydropower Plant are working together.

The Government of the country annually allocates the necessary funds in the state budget for the construction of this important project.

From the beginning of the reconstruction of Rogun, ie from 2008 to the beginning of 2021, a total of 34.3 billion Somoni has been allocated.

In 2020 alone, 3.2 billion somoni was allocated for the construction of Rogun.

In 2020, a lot of work was done to complete the construction and rehabilitation work, to continue construction and installation work, and to operate the Rogun hydropower plant.

It should be noted that in 2020, the meeting of the Leader of the Nation with the builders of Rogun encouraged the builders and gave a serious impetus to the expansion of construction works. On this basis, an action plan for the timely commissioning of the power plant has been developed and approved, and practical measures are being taken to monitor its implementation on a regular and timely basis.

Then, on the issue of quorum, on the order of voting and the rules of filling in the ballot, the chairman of the public registration commission Sharifzoda Sh.S. informed the participants of the Meeting. He confirmed that there is a quorum of 98.6% for the beginning and holding of the meeting. The voting procedure was explained through the ballot paper, the rules for filling out the ballot paper and the cumulative ballot paper.

Chairman of the Board, Chairman of the Observatory Board of Rogun Hydropower Plant Mr. Qohir Rasulzoda, after determining the quorum, raised the issue of opening the Annual General Meeting of Shareholders, which was unanimously voted by the shareholders. On this basis, the Meeting was declared open.

After the opening of the meeting, the Chairman of the Meeting presented the following 10 issues to the shareholders for voting:

  1. Annual report and accounting report of the Open Joint Stock Company “Rogun Hydropower Plant” for 2020.
  2. Auditor’s report of OJSC “Rogun Hydropower Plant” for 2020.
  3. Report of the Audit Commission on the financial activities of OJSC “Rogun Hydropower Plant” for 2020.
  4. On increase of the authorized capital of OJSC “Rogun Hydropower Plant”.
  5. On amendments to the Charter of OJSC “Rogun Hydropower Plant”.
  6. Approval of the Draft Contract of lot 3 “Construction of the Right Bank structures” of Rogun HPP between the Employer of construction of the project – OJSC “Rogun HPP” and the general contractor of construction of Rogun HPP on lot 3 (construction of the Right Bank) – OJSC “Tajikgidroelectromontazh”.
  7. Election of members of the Observatory Board of OJSC “Rogun Hydropower Plant”.
  8. Election of members of the Audit Commission of OJSC “Rogun Hydropower Plant” .
  9. Election of members of the accounting commission of OJSC “Rogun Hydropower Plant”.
  10. Approval of the auditor of OJSC “Rogun Hydropower Plant” for 2021 and its compensation.

      The agenda of the meeting was unanimously supported and approved by the shareholders.

After the approval of the agenda, the issues of the agenda were considered.

Regarding the first issue of the agenda – the annual report and accounting report of the Rogun Hydropower Plant for 2020 Safarzoda Kh.A. – Director General of Rogun HPP gave a speech.

In his speech, the Director General spoke about the company’s activities, production issues, design and construction works, installation of the turbine foundation of the hydraulic Unit №4 and the use of funds, the relationship with the budget, a brief overview of the balance sheet, equity, social issues of construction workers in 2020. issues of resettlement of the population from the zone that will be under water and information on the activities of the Observatory Board and the Republican Task Force for Construction and Commissioning of Rogun HPP.

In particular, it was noted that the placement and compaction of the Dam material in the prism of the lower retaining wall to elev. 1031 m and Stage 1 Dam to the elevation 1080 m in 2020 was 6.8 million m3 and in total is 13.5 million m3.

In 2020, from all currency accounts of the company to pay for construction and installation works performed by contractors, foreign and domestic design and research companies, to purchase equipment and construction materials, as well as suppliers from the republic budget and company shares 3 162 099 029, 78 somoni, from Eurobonds  19,726,873 somoni, and in total 3,181,825,902.78 somoni was spent.

He noted that the constructors of the Rogun Hydropower Plant will continue to strengthen on this battlefield, the scene of patriotism and, and give new impetus.

The first issue of the agenda was put to the vote.

Results of voting on the decision of the first issue of the agenda:

Number of votes of shareholders having the right to participate in the annual general meeting of shareholders on this issue of the agenda of the meeting

315 600 000

Number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the meeting (percent)

98,6

Voring result

Number of votes

Percentage of shrehoders’ votes

“For”

311 155 696

99,9

“Against”

0

0,0

“Neutral”

0

0,0

The number of votes on the ballot which was declared invalid

44 463

0,01

Resolution of the Annual General Meeting of Shareholders of Rogun Hydropower Plant in accordance with Article 49 of the Charter of Rogun Hydropower Plant on the first issue of the agenda:

The annual report and the accounting report of OJSC “Rogun Hydropower Plant” for 2020 to be approved.

On the second issue of the agenda of the meeting – the conclusion of the auditor of the OJSC “Rogun Hydropower Plant” for 2020 Kiyomiddinov S.A. – The head of the Internal Audit Department of OJSC “Rogun HPP” was heard. In particular, he noted that in accordance with the audit report, the system of internal control of OJSC “Rogun HPP” and other issues related to its activities and financial statements in 2020 were prepared and developed in accordance with International Financial Reporting Standards (IFRS).

The second issue of the agenda of the Meeting was put to the vote.

Results of voting on the decision of the second issue of the agenda:

Number of votes of shareholders having the right to participate in the general meeting of shareholders on this issue of the agenda of the Meeting.  

315 600 000

Number of votes received by the persons present at the Meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the Meeting (percentage)

98,6

Voting results

Number of votes

Percentage of shareholders’ votes

“For”

311 155 696

99,9

“Against”

0

0,0

“Neutral”

0

0,0

The number of votes on the ballot which was declared invalid

44 463

0,01

Resolution of the Annual General Meeting of Shareholders of Rogun Hydropower Plant in accordance with Article 49 of the Charter of Rogun Hydropower Plant on the second item on the agenda:

The annual report and the auditor report of OJSC “Rogun Hydropower Plant” for 2020 to be approved.

On the third issue of the agenda of the meeting – the report of the Audit Commission of Rogun Hydropower Plant on the financial activities of OJSC “Rogun Hydropower Plant” for 2020 Saidshozoda J.S. – Chairman of the Audit Commission of OJSC “Rogun HPP” made a speech.

   In particular, he noted that, in total, from all currency accounts of the company to pay for construction and installation works performed by contractors, foreign and domestic design and research companies, to purchase equipment and construction materials, as well as suppliers from the republic budget and company shares 3 162 099 029, 78 somoni, from Eurobonds  19,726,873 somoni, and in total 3,181,825,902.78 somoni was spent.

It was also noted that the Audit Commission is well aware of the importance of the construction of the century, and will continue to closely monitor the targeted and effective use of funds allocated for the construction of the plant.

The third issue of the agenda was put to the vote.

Results of voting on the third issue of the agenda:

Number of votes of shareholders having the right to participate in the annual general meeting of shareholders on this issue of the agenda of the meeting  

315 600 000

Number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the meeting (percent) 98,6

Voting results Number of votes Percentage of shareholders’ votes
“For” 311 155 696 99,9
“Against” 0 0,0
“Neutral” 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01

Resolution of the Annual General Meeting of Shareholders of Rogun HPP in accordance with Article 49 of the Charter of Rogun HPP on the third issue of the agenda:

The report of the Audit Commission of Rogun Hydropower Plant on the financial activities of Rogun Hydropower Plant for 2020 to be approved.

On the fourth and fifth issues of the agenda of the meeting – on increasing the authorized capital of Rogun Hydropower Plant and on amendments to the Charter of Rogun Hydropower Plant Qodirzoda S.S. – Chairman of the State Committee on Investments and State Property Management of the Republic of Tajikistan made a speech.

In particular, he noted that in order to continue the smooth construction over the next year there is a need to invest 4 billion 500 million Somoni. In this regard, the Government of the Republic of Tajikistan is ready to transfer funds to and to increase the authorized capital of the Rogun Hydropower Plant and its share in it.

In this regard, the Observatory Board of the company proposed to increase the authorized capital of the Open Joint Stock Company “Rogun HPP” by issuing 45 million additional shares in the amount of 4 billion 500 million Somoni.

In accordance with the above and the draft resolution of the Annual General Meeting of Shareholders, the authorized capital of the company was increased to 4 billion 500 million Somoni by issuing additional shares in the amount of 45 million ordinary shares with nominal value of each share equal to 100 Somoni. The company authorized capital is estimated at 36 billion 60 million somoni.

        The fourth issue of the agenda was put to the vote.

Results of voting on the first resolution of the fourth issue of the agenda:

Number of votes of shareholders having the right to participate in the annual general meeting of shareholders on this issue of the agenda of the meeting  

315 600 000

Number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the meeting (percent) 98,6

Voting results Number of votes Percentage of shareholders’ votes
“For” 311 155 696 99,9
“Against” 0 0,0
“Neutral” 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01

The first resolution of the Annual General Meeting of Shareholders of Rogun HPP in accordance with Article 49 of the Charter of OJSC “Rogun Hydropower Plant” on the fourth issue of the agenda:

  1. Authorized capital of OJSC “Rogun Hydropower Plant” shall be increased by issuing additional shares in the amount of 45 000 000 (forty five million) ordinary shares with a nominal value of 100 (one hundred) somoni per share in the amount of 4 500 000 000 (four billion and five hundred million) somoni.

The quorum on the second resolution of the fourth issue of the agenda of the Meeting was formed as follows:

Number of votes of shareholders having the right to participate in the annual general meeting of shareholders on this issue of the agenda of the meeting  

315 600 000

Number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the meeting (percent) 98,6

Voting results Number of votes Percentage of shareholders’ votes
“For” 311 155 696 99,9
“Against” 0 0,0
“Neutral” 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01

Resolution of the Annual General Meeting of Shareholders of Rogun HPP in accordance with Article 49 of the Charter of Rogun Hydropower Plant on the second resolution of the fourth issue on the agenda:

  1. The authorized capital of Rogun Hydropower Plant was determained in total amount of 36 060 000 000 (thirty six billion and sixty million) somoni.

The quorum on the third resolution of the fourth issue of the agenda of the Meeting was formed as follows:

Number of votes of shareholders having the right to participate in the annual general meeting of shareholders on this issue of the agenda of the meeting  

315 600 000

Number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the meeting (percent) 98,6

Voting results Number of votes Percentage of shareholders’ votes
“For” 311 155 696 99,9
“Against” 0 0,0
“Neutral” 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01

Resolution of the Annual General Meeting of Shareholders of Rogun Hydropower Plant in accordance with Article 49 of the Charter of Rogun Hydropower Plant on the third issue of the fourth item on the agenda:

  1. Open Joint Stock Company “Rogun Hydropower Plant” in the manner prescribed by law shall ensure an increase in the authorized capital and the issuance of additional shares in the authorized state body.

The fifth issue of the agenda of the Meeting was put to the vote.

Results of voting on the resolution of the fifth issue of the agenda:

Number of votes of shareholders having the right to participate in the annual general meeting of shareholders on this issue of the agenda of the meeting  

315 600 000

Number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the meeting (percent) 98,6

Voting results Number of votes Percentage of shareholders’ votes
“For” 311 155 696 99,9
“Against” 0 0,0
“Neutral” 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01

Resolution of the Annual General Meeting of Shareholders of Rogun HPP in accordance with Article 49 of the Charter of Rogun Hydropower Plant on the fifth issue of the agenda:

 In the first paragraph of Item 20 of the Charter of Rogun HPP the words “31 560 000 000 (thirty one billion five hundred sixty million)” shall be changed to the words “36 060 000 000 (thirty six billion and sixty million)” and the words “315 600 000 (three hundred fifteen million six hundred thousand)” shall be changed to words “360 600 000 (three hundred sixty million six hundred thousand) ”.

On the sixth issue of the agenda of the meeting – On approval of the Draft Agreement of lot 3 “Construction of the Right Bank structures” of Rogun HPP between the construction Employer –  OJSC “Rogun HPP” and the General Contractor of construction of Rogun HPP on lot 3 (construction of the Right Bank facilities) – OJSC “Tajikgidrolektromontazh” Muhiddiniyon P.M. – Director of the Project Management Group for Energy Facilities Construction under the President of the Republic of Tajikistan. It was reported in the speech that by the decision of the Government of the Republic of Tajikistan dated May 27, 2020, №307 OJSC “Tajikgidrolektromontazh” was approved as general contractor for the construction of Rogun HPP on lot 3 (construction of the Right Bank facility).

 It was noted that the initial proposal of the Contractor OJSC “Tajikgidrolektromontazh” for the construction and installation of lot 3 in accordance with international agreements (FIDIC) amounted to 1 697 459 571 US dollars. After consideration within the working groups, the preliminary cost proposed by the Contractor in accordance with the preliminary cost of materials on the day of consideration of the issue was equal to 1 641 687 282 US dollars.

The Employer’s technical requirements for the Rogun Right Bank drainage system in 2020 were adjusted by the design company Afry on February 4, 2020, taking into account the requirements and specifications of the final concept of the Right Bank.

On this basis, the financial and technical proposal of OJSC “TajikHydroElektroMontage” was developed, taking into account the additional work in the framework of the requirements and specifications of the final concept of the Right Bank of Rogun HPP in the amount of 1 641 687 282 US dollars and meets the  terms of international agreements (FIDIC) to perform construction works on Lot 3.

        The sixth issue of the agenda of the Meeting was put to the vote.

Results of voting on the first decision of the sixth issue of the Meeting agenda:

Number of votes of shareholders having the right to participate in the general meeting of shareholders on this issue of the agenda of the Meeting. 315 600 000
Number of votes received by the persons present at the Meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the Meeting (percentage) 98,6

Voting results Number of votes Percentage of shareholders’ votes
“For” 311 155 696 99,99
“Against” 0 0,0
“Neutral” 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01

The first resolution adopted by the Meeting on the sixth issue of the agenda of the Meeting:

  1. Draft contract of lot 3 “Construction of right bank facilities” of Rogun HPP between the customer of construction of OJSC “Rogun HPP” and general contractor of construction of “Rogun HPP” on lot 3 (construction of right bank facilities) – OJSC “TajikHydroElektroMontage” to be approved.

On the second resolution of the sixth issue of the agenda of the Meeting, a quorum was formed at this level:

Number of votes of shareholders having the right to participate in the general meeting of shareholders on this issue of the agenda of the meeting 315 600 000
The number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the meeting (percentage) 98,6

Voting results Number of votes Percentage of shareholders’ votes
“For” 311 155 696 99,99
“Against” 0 0,0
“Neutral” 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01

The second resolution of the Annual General Meeting of Shareholders of Rogun Hydropower Plant in accordance with Article 45 of the Law of the Republic of Tajikistan “On Joint Stock Companies” and Article 49 of the Charter of Rogun Hydropower Plant on the sixth item on the agenda:

  1. To authorize the General Director of OJSC “Rogun HPP” to sign the contract on lot 3 “Construction of the right bank facility of Rogun HPP”.

On the seventh issue of the agenda of the meeting – election of members of the Observatory Board of the Open Joint Stock Company “Rogun Hydropower Plant” Mirzozoda S.F. – Corporate Secretary of Rogun HPP. The presentation provided information on the proposals on the number and candidates for the new members of the Observatory Board in accordance with the requirements of the Law of the Republic of Tajikistan “On Joint Stock Companies” and the company’s internal documents.

In particular, it was noted that the Observatory Board of the company, by the decision of the meeting from April 28, 2021, identified the list of candidates to the Observatory Board of the company consisting of 13 people and submitted it to the annual general meeting of shareholders for approval.

        The seventh issue of the agenda was put to the vote.

Results of voting on the first decision of the seventh item of the agenda:

Number of votes of shareholders having the right to participate in the general meeting of shareholders on this issue of the agenda of the meeting 315 600 000
The number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the meeting (percentage) 98,6

Voting results Number of votes Percentage of shareholders’ votes
“For” 311 155 696 99,99
“Against” 0 0,0
“Neutral” 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01

The first resolution of the Annual General Meeting of Shareholders of Rogun Hydropower Plant in accordance with Article 49 of the Charter of Rogun Hydropower Plant on the seventh issue of the agenda:

  1. To appoint 13 members of the Observatory Board of OJSC Rogun Hydropower Plant.

A quorum was formed at this level on the second resolution of the seventh issue of the agenda of the Meeting:

Number of cumulative votes of shareholders having the right to participate in the general meeting of shareholders on this issue of the agenda  

4 102 800 000

Number of cumulative votes of the persons present at the meeting on the issue of the agenda  

4 045 024 048

Quorum on the agenda of the meeting (percentage) 98,6

The second proposed resolution on the seventh issue of the agenda was put to a cumulative vote and the result was as follows:

Names of candidates Number of votes

“For”

1. Qohir Rasulzoda 335 736 996
2. Davlatali Said 315 511 875
3. Usmonzoda Usmonali Yunusali 313 893 866
4. Qahhorzoda Faiziddin Sattor 313 084 861
5. Zavqizoda Zavqi Amin 312 275 856
6. Ashuriyon Muzaffar Qurbonmuhammad 312 275 856
7. Juma Daler Shofaqir 309 444 340
8. Qodirzoda Sadi Sanginmurod 312 275 856
9. Zuvaidzoda Mahmadsaid Mahmud 307 421 827
10. Safarzoda Khairullo Amirali 308 230 832
11. Murodali Alimardon 300 747 539
12. Mashrabov Nurshed Kholovich 303 376 804
13. Habibov Amonullo Jorubovich 300 747 540
“Against”  all of the candidates 0
“Neutral”  to all of the candidates 0
The number of votes on the ballot declared invalid 578 019

* Here is shown by a very small size of 0.0, which is less than 0.1.

Second Resolution of the Annual General Meeting of Shareholders of OJSC Rogun HPP in accordance with Article 49 of the Charter of Rogun HPP on the seventh item of the agenda:

  1. To elect to the Observatory Board of OJSC Rogun HPP:

1) Qohir Rasulzoda – Prime Minister of the Republic of Tajikistan;

2) Davlatali Said – First Deputy Prime Minister of the Republic of Tajikistan;

3) Usmonzoda Usmonali Yunusali – Deputy Prime Minister of the Republic of Tajikistan;

4) Qahhorzoda Fayziddin Sattor – Minister of Finance of the Republic of Tajikistan;

5) Zavkizoda Zavki Amin – Minister of Economic Development and Trade of the Republic of Tajikistan;

6) Ashurian Muzaffar Qurbon Mohammad – Minister of Justice of the Republic of Tajikistan;

7) Juma Daler Shofaqir – Minister of Energy and Water Resources of the Republic of Tajikistan;

8) Qodirzoda Saadi Sanginmurod – Chairman of the State Committee on Investments and State Property Management of the Republic of Tajikistan;

9) Zuvaydzoda Mahmadsaid Mahmud – Chairman of the Committee for Architecture and Construction under the Government of the Republic of Tajikistan;

10) Safarzoda Khairullo Amirali – General Director of OJSC Rogun HPP;

  11) Murodali Alimardon – shareholder of OJSC Rogun Hydropower Plant ;

 12) Mashrabov Nurshed Kholovich – General Director of Korvon Bazaar LLC;

13) Habibov Amonullo Jorubovich – Head of the Somonjon Production Cooperative Farm.

He noted that in accordance with the requirements of the Law of the Republic of Tajikistan “On Joint Stock Companies” and internal documents of the company, the number of members of the Audit Commission and the Company’s Audit Commission, as well as candidates for the members of these commissions were submitted by the Observatory Board to the Annual meeting of the company.

According to this, the draft resolutions of the annual general meeting of shareholders are submitted to the general meeting of shareholders.

        The eighth issue of the agenda was put to the vote.

Results of voting on the first decision of the eighth issue of the agenda:

Number of votes of shareholders having the right to participate in the general meeting of shareholders on this issue of the agenda of the meeting 315 600 000
The number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the Meeting 98,6

Voting results Number of votes Percentage of shareholders’ votes
“For” 311 155 696 99,99
“Against” 0 0,0
“Neutral” 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01

The first resolution adopted by the Annual General Meeting of Shareholders of OJSC Rogun HPP in accordance with Article 49 of the Charter of Rogun Hydropower Plant on the eighth item of the agenda:

  1. To approve 5 members of the Investigation Commission of OJSC Rogun HPP .

A quorum was formed on the second resolution of the eighth item on the agenda of the Meeting at the following level:

Number of votes of shareholders having the right to participate in the general meeting of shareholders on this issue of the agenda of the meeting 315 600 000
The number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the Meeting 98,6

The second resolution was put to the vote on the eighth issue of the agenda of the Meeting, and the results of voting were summed up as follows:

Full Name

(position)

  Number of votes Percentage of shareholders’ votes
 

1.

Saidshozoda Jamshed Safarali For 311 155 696 99,99
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

2.

Azimov Akbarali Kurbonalievich For 311 155 696 99,99
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01
 

3.

 

Sadizoda Firuz Zaynudin

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

4.

 

Khalifazoda Saidahtam

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

5.

 

Qodirzoda Abduhalim Abdukarim

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

The second resolution adopted by the Annual General Meeting of Shareholders of Rogun Hydropower Plant in accordance with Article 49 of the Charter of Rogun Hydropower Plant on the eighth issue of the agenda:

  1. To elect members of the Investigation Commission of OJSC Rogun Hydropower Plant:

1) Saidshozoda Jamshed Safarali – Deputy Director of the Agency for State Financial Control and Combating Corruption of the Republic of Tajikistan;

2) Azimov Akbarali Kurbonalievich – Deputy Head of the Internal Audit and Control Department of the Ministry of Finance of the Republic of Tajikistan;

3) Sadizoda Firuz Zainudin – Head of the Department of Privatization and State Assets of the State Committee on Investments and State Property Management of the Republic of Tajikistan;

4) Khalifazoda Saidahtam – Head of the Main Department of Tax Control of the Tax Committee under the Government of the Republic of Tajikistan;

5) Qodirzoda Abduhalim Abdukarim – Director General of the Limited Liability Company “Yokut-2000”.

        The ninth issue of the agenda was put to the vote.

Result of voting on the first decision of the ninth issue of the agenda of the Meeting:

Number of votes of shareholders having the right to participate in the general meeting of shareholders on this issue of the agenda of the meeting 315 600 000
The number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the Meeting 98,6

Voting results Number of votes Percentage of shareholders’ votes
“For” 311 155 696 99,99
“Against” 0 0,0
“Neutral” 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01

The first resolution of the Annual General Meeting of Shareholders of OJSC Rogun Hydropower Plant in accordance with Article 49 of the Charter of Rogun Hydropower Plant on the ninth issue of the agenda:

  1. To approve members of the accounting commission of OJSC “Rogun HPP” consisting of 15 people.

A quorum was formed on the second resolution of the ninth issue of the agenda of the Meeting at the following level:

Number of votes of shareholders having the right to participate in the general meeting of shareholders on this issue of the agenda of the meeting 315 600 000
The number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the Meeting 98,6

The second proposed resolution on the ninth issue of the agenda of the Meeting was put to the vote and the results of voting were summed up as follows:   

    № Full Name   Number of votes Percentage of shareholders’ votes
 

1.

Sharifzoda Sharifbek

Saidbek

For 311 155 696 99,99
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

2.

Shorajabzoda

Akmal Asror

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

3.

Alizoda

Salomat

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

4.

Rajabov

Navruz

Muminovich

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

5.

Hurmatov Emomali Ramazonovich For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

6.

 

Nazokati

Amirzoda

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

7.

Abdukarimzoda Jamshed For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

8.

Kholzoda

Yoqub

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

0

0,1

 

9.

Odinazoda  Qurbonali For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

10.

Homidzoda

Parviz

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

11.

Khairulloev

Hasan Nusratulloevich

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

12.

Salimova

Munira Mahmadalievna

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

13.

Nodirai

Rustam

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

14.

Nazarov

Nazarali Akbarovich

For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

 

15.

Fayzaliev Mirsodiq Abdujabborovich For 311 155 696 99,9
Against 0 0,0
Neutral 0 0,0
The number of votes on the ballot which was declared invalid  

44 463

 

0,01

Second Resolution of the Annual General Meeting of Shareholders of Rogun Hydropower Plant in accordance with Article 49 of the Charter of Rogun Hydropower Plant on the ninth issue of the agenda:

  1. To elect members of the accounting commission of OJSC Rogun HPP:

1) Sharifzoda Sharifbek Saidbek – Head of the Department of State Privatization of the Department of Privatization and State Assets of the State Committee on Investments and State Property Management of the Republic of Tajikistan;

2) Shorajabzoda Akmal Asror – Leading Specialist of the State Assets Department of the Department of Privatization and State Assets of the State Committee on Investments and State Property Management of the Republic of Tajikistan;

3) Alizoda Salomat – Leading Specialist of the State Assets Department of the Department of Privatization and State Assets of the State Committee on Investments and State Property Management of the Republic of Tajikistan;

4) Rajabov Navruz Muminovich – Head of the Finance and Economy Sector of the Agency for Securities Market Development and Specialized Registration of the Ministry of Finance of the Republic of Tajikistan;

5) Hurmatov Emomali Ramazonovich – Leading Specialist of the Agency for Securities Market Development and Specialized Registration of the Ministry of Finance of the Republic of Tajikistan;

6) Nazokati Amirzoda – Specialist of the Agency for Development of the Securities Market and Specialized Registration of the Ministry of Finance of the Republic of Tajikistan;

7) Abdukarimzoda Jamshed – Head of the Department of Energy Sector Development, Energy Efficiency and State Tariff Regulation of the Ministry of Economic Development and Trade of the Republic of Tajikistan;

8) Kholzoda Yaqub – Leading Specialist of the Department of Agricultural Development, Green Economy and Ecology of the Main Department for Development of Real Sectors of the Ministry of Economic Development and Trade of the Republic of Tajikistan;

9) Odinazoda Qurbonali – Leading Specialist of the Department of Development of Energy Sector, Energy Efficiency and State Tariff Regulation of the Ministry of Economic Development and Trade of the Republic of Tajikistan;

10) Homidzoda Parviz – Specialist of the Investment Department of the Ministry of Energy and Water Resources of the Republic of Tajikistan;

11) Khairulloev Hasan Nusratulloevich – Specialist of the Electricity Department of the Ministry of Energy and Water Resources of the Republic of Tajikistan;

12) Salimova Munira Mahmadalievna – Leading Specialist of Investment and Securities Department of OJSC Rogun HPP;

13) Nodira Rustam – Leading Specialist of Investment and Securities Department of OJSC “Rogun HPP”;

14) Nazarov Nazarali Akbarovich – Leading Specialist of the Department of Procurement of Equipment and Logistics of OJSC “Rogun HPP”;

15) Fayzaliev Mirsodiq Abdujabborovich – Leading Specialist of Investment and Securities Department of OJSC “Rogun HPP”.

      On the tenth issue of the agenda of the Majlis – approval of the auditor of the Open Joint Stock Company “Rogun HPP” for 2021 and its compensation, Tohirzoda MM – Director for Financial Affairs of OJSC “Rogun HPP”.

In particular, he noted that among the three bidders, the tender commission of the company, taking into account the advantages of the limited liability company “Creston AS” (Tajikistan) in terms of quality and value, won 349,320 somoni, including taxes, won the contest .

 In recent years, the company “Creston AS” has a good experience of conducting audits of enterprises and organizations in the energy sector and other sectors in the Republic of Tajikistan. The company has also found clients abroad.

The tenth issue of the agenda was put to the vote.

Results of voting on the tenth issue of the agenda:

Number of votes of shareholders having the right to participate in the general meeting of shareholders on this issue of the agenda of the meeting 315 600 000
The number of votes received by the persons present at the meeting on the issue of the agenda  

311 200 159

Quorum on the agenda of the Meeting 98,6

Voting results Number of votes Percentage of shareholders’ votes
“For” 311 155 696 99,99
“Against” 0 0,0
“Neutral” 0 0,0
The number of votes on the ballot which was declared invalid 44 463 0,01

Resolution of the Annual General Meeting of Shareholders of Rogun Hydropower Plant in accordance with Article 49 of the Charter of Rogun Hydropower Plant on the tenth item of the agenda:

To approve Creston AS LLC (Tajikistan) for audit of financial activity of Rogun HPP for 2021 and its amount of compensation in the amount of 349 320 somoni including taxes.

Chairman of the Meeting,

Prime Minister of Republic of Tajikistan,

Chairman of Observatory Board of

OJSC «Rogun HPP»                                                                Qohir Rasulzoda

Secretary of the meeting,

Corporate Secretary of

Rogun HPP                                                                                   Mirzozoda S.

 24.06.2021