Annex t. to tn"Resolution "o../(/{of the Board of Directors darcUa(DY/..M)k/.{{Y)

SHAREHOLDERS' MEETING REGULATIONS

1. GENERAL

1.1 The purpose of this Rules and Procedures of the Shareholders'Meeting (further refened to as

"Rule") is to regulate affairs on calling APU Joint Stock Company's Shareholders' Meeting

("Meeting"), delivery of the Notices to shareholders and regulate on matters of organizing the

Meeting.

1.2 Unless it is otherwise provided in the law and relerzant authority's decision, the Board of

Directors ("Board") shall regulate, the annual, regular and extraordinary Meetings in accordance

with this Rule.

1.3 Shareholders Meeting shall exercise the full authority according to the Company Law ("Law")

and Company's Chapter.

2 RIGIIT TO SET THE AGENDA

2.1 The agenda of the Meeting shall be set by Board of Directors ("Board") and agenda for the

annual Meeting shall be set earlier of March l" for each .year.

2.2 Shareholders with five or more percentage of voting rights has the right to send his\her written

proposal on the Meeting agenda and/or nominate a carrdidate for the Board or member of the

Counting Commission within 60 days after the end financial year to the Board and\or Chief

Executive Officer.

2.3 Board shall respond to the Shareholder in accordance with the Law after making decision on the

proposal specified in Clause 2.2, tvhether or not the proposal meets legal requirements of the Law

and included on the agenda item and nominated candidate is listed.

2.4 The minimum quorum of shares 1;o be entitled to propose on the discussion item shall be set on

the day ofthe proposal,

2.5 The proposed discussion item shall be straightly formuLlated as for the shareholders discussion.

The draft of the decision (resolution) might be provided ;in advance.

2.6 The proposal on the discussion item shall be delivered via certified mail or by person:

2.6.1 If it is delivered via certified mail to the address:

APU Company, For the attention of the Company Secretary (designated and appointed personnel

to receive the proposal);

2.6.2 If delivered by person, as evidence, the signatu:re of the personnel received the proposal

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shall be provided, (Company Secretary or designated personnel)

2.7 Shareholder sending the proposal for the discussion item and nominating a candidate for the

company's management shall siign the document. If the proposal is signed by shareholder's

representative with the Power of Attomey then Power of Attomey (or the certified copy of the

PoA) shall be attached.

2.8 Proposal for the discussion item of the Meeting shall corrtain the following information:

2.8.1 Name of the shareholder;

2.8.2 Number of holding shares and types of shares;

2.8.3 Proposal and the ground of the proposal;

2.9 If the shareholder is nominating a candidate for the management of the company:

2.9.1 Name ofthe candidate;

2.9.2 Candidate's information on the shareholdings of the company, number and types of

shares;

2.9.3 Ground for nominating the candidate;

2.9.4 The position for nominattion;

2.9.5 Candidatesotherinformation:

2.9.6 If the candidate is nominated for independent director, information on a candidates legal

requirements for the independent member should be prol,ided

2.10 Board shall make decision on accepting or rejecting the proposal within l5 days after receiving

the proposal. Board shall not make any changes or modification on the formulation of the

proposal.

2.lI Board shall respond to the shareholder within 3 days after making decision on discussion item

and candidate's nomination. If the proposal was rejected, the ground of the refusal shall be

submitted alongside.

2.I2 Board shall include the proposal to the discussion item and nominate the candidate for the listing

except the following cases:

2.12.1 Shareholder did not send the proposal within the time period specified in Clause 2.1,

2.12.2 Shareholder does not hold the minimum amount of shares specified in Clause 2.1,

2.12.3 Does not meet the requirements specified in Clauses 2.7,2.8 and2.9,

2.12.4 Proposed item is not subject of Shareholders lvleeting's authority and\or does not meet

requirements of the law.

2.I3 If there is not any proposals on discussion item from the shareholders received and\or the total

number of candidates is less than number of vacant positions Board has the right to set additional

items to the agenda and nominate additional candidate.

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3 MEETING CALL. PUBLIC ANNOUN9EMpNT AND NOTTCE TO SHAREHOLpERS

3,I APU Joint Stock Company's shareholder meeting shall be annual (regular) and extraordinary.

3.2 Annual Meeting shall take place before May 1 of ear:h year and extraordinary Meetings per

requirements and call.

3,3 Board shall call annual Meeting.

3.4 Meetings other than annual shall be extraordinary Meetings.

3.5 Board shall call extraordinary Meeting in the following cases:

3.5.1 More than 50 percentages of the Board directors became unavailable to serve the term;

3.5.2 Two or more Independent director and/or, shareholders with 10 or more percentage

shareholdings proposed to call the Meeting;

3.5.3 Loss of the company exceeded the 30 percentage of the Company's net capital;

3.5.4 Debt of the company exceeded net capital of the Company and became over debt two

years in a row;

3.5.5 Board has taken decision to call the Meeting;

3.5.6 Auditing Committee taken decision to call the extraordinary Meeting;

3.5.7 As provided in the Law and Company's Charter.

3.6 Board shall make decision on calling extraordinary lvleeting within 10 days after receiving

proposal and requirements specified in Clause 3.5.2.

3.7 If Board has taken decision to call extraordinary Meetirrg as specified in Clause 3.5.2 itshall set

the Meeting date within 45 days after receiving proposal and requirement.

3.8 If the Board has not made decision within the date sp,ecified in the Clause 3.6 on calling the

Meeting, the person specified in Clause 3.5.2 shall be entitled to call the extraordinary Meeting

independently.

3.9 Board and\or person specified in this Rule, the Company's Charter and Law shall make decision

on calling ofthe Meeting.

3.10 Decision to call the Meeting shall meet the requirements of the Clause 60.2 of the Article 60 of

the Law and the policies approved by related government authority.

3.11 Meeting date shall not be earlier than 40 days after malcing decision on calling the Meeting and

shareholders registration due date shall not be earlier than 45 days of the Meeting and earlier than

10 days after public announcement. Decision on calling the Meeting with the relevant documents

shall be delivered to the Financial Regulatory Commission and Stock Exchange within 3 days and

Public Announcement shall be made within 5 days through public media.

3.I2 The announcement via Stock Exchange website shall be the day of Public Announcement.

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3.13 It is prohibited to adjoum the date of the Meeting and date of the shareholders registration due

date.

3.14 Information on the discussion item, draft resolution and other related documents shall be

delivered to the broker and dealers companies serving shareholders 40 days ahead of the Meeting.

3.15 Meeting Commission shall organize/assure the delivery and presentation of discussion items,

draft resolutions and related documents to shareholders and casting shareholder votes through

ballots. These matters could be handled by the broker, dealing companies on the contract basis.

4 MEETING

Committee appointed by the Board shall organize affairs such as meeting announcement,

documentary preparation, and presentation to the shareholders on a timely manner.

A person appointed by the Board shall preside at the Meeting.

A shareholder whose name is listed on the Shareholders registration provided by the security

registration and transfer authority has the right to atten.d the Meeting. Shareholder may appoint

the representative on his\irer behalf by signing Power of Attomey in accordance with the Civil

Law of Mongolia.

Quorum shall be constituted if attended by shareholders holding more than 50 percentages of the

total outstanding shares.

If no quorum has been constituted as specified in the Clause 4.4 of this Rule the Meeting shall be

postponed. The postponed date, list ofthe attended shareholders shall be stated in the postponed

note and sent to the Financial Regulatory Commision and Stock Exchange within 4 days with the

relevant notes.

Postponed Meeting shall take place within 20 working; days and information on date, time and

venue shall be released 10 days ahead of the postponed Meeting. Registration due date of the

shareholders shall not be changed and Meeting quorum shall be constituted if attended by the 30

percentage of the shareholders.

It is prohibited from discussing on the items not apprc,ved on agenda in advance. Any decision

not provided on the agenda shall be void.

The person appointed to preside at the Meeting on the decision shall preside at the Meeting.

Chairman of the Meeting shall conference the Meeting per agenda.

If it is not provided otherwise in the Law APU Joint Stock Company's one ordinary share shall

have one voting right.

4.2

4.3

4.4

4.5

4.6

Aa+.1

4.8

4.9

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5.1 Following items shall be approved by three fourth and\or by the majority of the shareholders:

5.1.1 To approve modification or ratification of the new version of the Company's Charter;

5.L2 To restructuring the Company;

5.1.3 To liquidate orto approve commission on liquidrltion of the Company;

5.1.4 To reorganize the Company;

5.1.5 To issue additional shares, to set out the number c,f additional shares to be issued, to

exchange debt ofthe company to shares;

5.L6 To split or consolidate the shares of the companl,;

5.1.7 Other matters provided in the law.

5.2 To make modification on the provision on limitation of shareholLders rights with preference share of

Company's Charter. Decision on approving Company's new Charter shall be in force if it is approved

by:

5.2.I Majority shareholders with voting rights (not l,ess tlhan three fourth of the shareholders

with voting rights attended the Meeting, votes of the shareholders with preference shares shall be

exclude);

5.2.2 Ordinary majority of shareholders with preference shares whose rights to be limited.

5.3 On all other discussion items shareholders vote shall be apprc,ved by the ordinary majority.

5.4 Counting Commission shall prepare draft document/decision on the summary of the voting and

Meeting shall submit the decision within 3 days after the Me,oting. Chairman and members of the

Counting Commission shall sign on the Counting Commission's decision.

5.5 Secretary of the Meeting shall prepare the Minutes of thr: Meeting within 15 days after the end of

the Meeting and Minute keeper and Chairman of the Meeting shall sign the Minutes of the

Meeting and decision prepared by the Counting Commission shall be attached.

5.6 Minutes of the Meeting

5.7 Minutes of the Meeting shall contain following informatjLon:

5.7.1 Official name and address of the company;

5.7.2 Types of shares;

5.7.3 Type of the Meeting;

5.7.4 Time and Date of the Meeting;

5.7.5 Place of the Meeting;

5.7.6 Agenda per discussion item;

5.7.7 Postal address of the Company if the ballots hav,l bee,n received via postage optionally;

5.7.8 Number of shareholders votes on each discussiorr itern;

5.7,9 Number of shareholders votes voting by person on each discussion item;

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5.7.10 If the quorum was legally in force each vote shall be categorized on the discussion item

("agreed", "disagreed" and "abstained");

5.7.ll Formulation of the decision on each discussion item;

5.7.12 Name of the presiding Chairman and Secretary c,f the Meeting;

5,7.13 Date of the Minutes of the Meeting;

5.7.14 Meeting Resolution;

5.8 Formulation of the decision made by the Meeting shalLl not differ from the formulation of the

decision written on the ballots.

5.9 After signing and approving Minutes of the Meeting ballots shall be archived in Company's

archive.

5.10 Counting Commission' decision shall contain following information:

5.10.1 Full name of the company and address;

5.10.2 Type of the shares, type of the Meeting;

5.10.3 Time, date and place of the Meeting, if the Meeling was organized by proxy voting then

deadline of the ballots casted;

5.10.4 Meeting agenda;

5.10.5 Meeting resolution;

5.10.6 Quorum on discussion items;

5.10.7 If the quorum was legally in force number of votes on each discussion item per category

("agreed", "disagreed" and "abstained")

5.10.8 Number of void votes on each discussion item;

5.10.9 Formulation of the decision on each approved discussion item;

5.10.l0Name of the institution executed Counting Commission, name of the person who

appointed the Counting Commission from the above merrtioned institution;

5.10.11 Name of the Chairman and members of the Counting Commission;

5.10.12 Signature of the Counting Commission chairmarr and the members;

5.10.13 Date of the Counting Commission's decision.

5.1 I If the related party interest transaction was included on the agenda then Counting Commission's

decision shall contain following information.

5.11.1 List ofshareholders who has no interest on the related party transaction on the discussion

item whose name was included in the registration due list;

5.11.2 Number of the shareholder attended in person rvho has no interest on the related party

transactions;

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5.11.3 Number of votes by each voting category ("agrei:,d", "diE&EgEdl,an{ahtrabgd)

5.12 Minutes of the Meeting and Counting Commission's decision shall contain followinginformation if the modification to limit preference sharetrolders right is inserted to the Company,s

Chapter or any modification to be inserted to the Company's Charter is related to the limitation ofthe any ofthe preference shareholders right:

5.12'l Number of votes from the registered lists excluding number of preference shareholder

votes;

5.12.2 Number of preference shareholder votes;

5.12.3 Number of shareholders attended by persor\ excluding number of preference

shareholders votes, number ofpreference shareholders votes to be noted separately;

5.12.4 Number of votes by each category ("agreed",'1lisagreed" and "abstained") and number

of votes by each type of preference shareholders to be noted separately ('oagreed", "disagreed',

and "abstained")

6 OTHER MATT4Bfi6.I Board has the right to vote on matters subject to Meeting's authority through proxy voting in

accordance with the Law and Company's Charter. lmnual (regular) Meeting shall not be

organized through proxy voting.

6.2 This Rule shall be followed by the proxy voting meeting.

6'3 Any matter not regulated by this Rules shall be dealt in accordance with the Company Law,

Company's Charter and policies and procedures approved by related govemment authority

regulating security exchange.

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