Company

CORPORATE GOVERNANCE PRINCIPLES

The corporate policy of JSC "Telasi" is implemented in accordance with the Articles of Association of the Company, internal documents of the Company, as well as the basic legal acts of Georgia in the field of regulation of corporate legal relations: the Law "On Entrepreneurs", the Law "On Securities Market" and other legal acts of Georgia.

ENSURING THE RIGHTS OF COMPANY'S SHAREHOLDERS AND INVESTORS

The Supervisory Board of the Company, General Director of the Company ensure observance of the rights and legitimate interests of the Company’s shareholders and investors.

The basic rights of a shareholder - the right to receive dividends and the right to participate in the management of the Company - are set forth in the Law of Georgia “On Entrepreneurs” and the Company's Articles of Association.

The Company's shareholders possess the right to engage in the Company's management, primarily by making decisions on issues within their competence, at the General Meeting of Shareholders.

The shareholders have the right to freely dispose of their shares pursuant to the provisions of the current legislation. The main role of the Central Securities Depository of Georgia is to provide for safe and timely clearing and settlement of securities transactions.

At the General Meeting, the Company may declare the distribution of dividends to the shareholders, taking into account their rights and privileges in the profit to be distributed. The Company has no right to make decisions on the disbursement of dividends in the absence of profits, as well as issue dividends that surpass the recommendations stipulated by the Supervisory Board.

TRANSPARENCY AND INFORMATION OPENNESS

The Company’s shareholders have unimpeded access to obtaining information on the Company's activities in accordance with the current legislation. The information policy in relation to the shareholders is realized subject to completeness, promptness, objectivity and reliability of the information rendered. The Company provides the shareholders with access to the documents stipulated under the Article 3 (11) (c) of the Articles of Association. The Company, at the request of a shareholder, is be obliged to provide the latter with copies of the documents provided for by the Article 22 (4) of the Articles of Association.

BUSINESS MANAGEMENT CONTROL AND QUALITY ASSESSMENT

The Company's financial and economic operations are overseen by the Supervisory Board, the Audit Committee of the Supervisory Board, and the independent auditor.

In order to safeguard the rights of the shareholders, JSC “Telasi” has adopted the following internal documents that regulate the activities of the Company's units:

The Articles of Association. The Articles of Association serve as the Company's constituent instrument, encompassing information regarding its legal status, objectives, range of activities, authorized capital, shareholders' rights, and a detailed description of the Company's units, their respective competencies, and operating procedures. The current edition of the Articles of Association was approved on October 25, 2023, by the Extraordinary General Meeting of Shareholders of JSC “Telasi” (the Minutes dated October 25, 2023).

The Regulations on the Procedure for Preparing and Holding the General Meeting of Shareholders. The Regulations were approved on 31.08.2022 under the decision of the Annual General Meeting of Shareholders of JSC “Telasi” (the Minutes dated 31.08.2022). The Regulations determine the procedure for preparing and holding the General Meeting of Shareholders, forms of holding the meeting, and specify the functions of the executive bodies of the General Meeting of Shareholders.

The Regulations on the Procedure for Convening and Holding Meetings of the Supervisory Board. The Regulations were approved on 31.08.2022 under the decision of the Extraordinary General Meeting of Shareholders of JSC “Telasi” (the Minutes dated 31.08.2022). The Regulations define the procedure for preparing and holding meetings of the Supervisory Board, specify the functions of the Chairman of the Supervisory Board, rights and duties of the members of the Supervisory Board.

The Regulations on Payment of Remunerations and Compensations to the Members of the Supervisory Board. The Regulations were approved under the decision of the Extraordinary General Meeting of Shareholders of JSC “Telasi” (the Minutes #13 dated 11.03.2009). The Regulations determine the procedure and the amount of remunerations and compensations to be paid to the members of the Supervisory Board. In accordance with the Regulations, remuneration and compensation are paid to the Chairman and the members of the Supervisory Board for participation in the meeting of the Supervisory Board of the Company, regardless of its form. A member of the Supervisory Board is subject to be compensated for expenses related to participation in the meetings of the Supervisory Board according to the norms of reimbursement of travel expenses established in the Company and effective at the time of the meeting.

The Regulations on the Audit Committee of the Supervisory Board. The Regulations were approved by the Supervisory Board of JSC “Telasi” on April 13, 2018, the Minutes #197. The Regulations delineate the status, competence, and rights and duties of the Committee, as well as its composition, the procedure for its formation, operation, and interaction with the Company's management bodies.

THE COMPANY'S MANAGEMENT AND CONTROL BODIES

In accordance with the Articles of Association of JSC “Telasi”, the Company’s management and control bodies are as follows:

• General Meeting of Shareholders

• Supervisory Board

• Director General

The General Meeting of Shareholders. The General Meeting of Shareholders of the Company is the supreme management body. The General Meeting of Shareholders provides shareholders with an opportunity to realize the right to participate in the management of the Company by making decisions on the most important issues of the Company's operation as per the competence of the General Meeting of Shareholders. The Supervisory Board, the executive bodies are accountable to the General Meeting of Shareholders. The competence of the General Meeting of Shareholders, the terms and procedure for its preparation and holding, and the forms of holding are defined in the Law of Georgia "On Entrepreneurs," the Articles of Association, and the Regulations on the Procedure for Preparing and Holding the General Meeting of Shareholders.

The Supervisory Board of the Company. General management of the Company’s operations is carried out by the Supervisory board, which renders decisions on essential issues regarding the Company’s business, according to competence defined in the Articles of Association. The procedure of operation of the Supervisory board of the Company is regulated by the Articles of Association and the Regulations on the Procedure for Convening and Holding Meetings of the Supervisory Board. The Supervisory Board is a collegial body consisting of 6 members. The members of the Supervisory board of the Company are to be elected at the General Meeting of Shareholders of the Company for the term through the next annual General Meeting of Shareholders. The General Meeting of Shareholders may under its decision early terminate the powers of all the members of the Supervisory board. Individuals elected to the Supervisory Board may be re-elected an unlimited number of times. The General Meeting of Shareholders may under its decision early re-elect a member of the Supervisory Board.

Director General. Director General manages the Company's day-to-day operations, is the sole executive body of the Company and performs management, every-day governance, and executes the representative powers of the Company.