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Approved by the Order of the Chairman of the State committee on securities in case of the President of the Azerbaijan Republic of May 24, 2000 No. 72

Rules of release and the circulation of corporate bonds in the territory of the Azerbaijan Republic

I. General provisions

1.1. These rules are developed according to the Law Azerbaijani "About securities", the Provision "About the State Committee on Securities in case of the President of the Azerbaijan Republic" approved by the Presidential decree of the Azerbaijan Republic of July 26, 1999 No. 161, and the Provision "About Release and Registration of Issued Securities in the territory of the Azerbaijan Republic" approved by the order of the chairman of the State committee on securities in case of the President of the Azerbaijan Republic of November 4, 1999 No. 59.

1.2. These rules extend to release and the circulation of corporate bonds (further - the bond) the legal entities acting in the territory of the Azerbaijan Republic irrespective of pattern of ownership.

II. Issue stages

2.1. Bond emission consists of the following stages:

2.1.1. Decision making of the issuer by authority about bond issue;

2.1.2. Registration of the prospectus of the issue of bonds;

2.1.3. State registration of bonds;

2.1.4. Placement of bonds;

2.1.5. Registration of the report on bond issue results.

III. Decision on release

3.1. The decision on bond issue is made by the relevant authority of the issuer;

3.2. In the decision on bond issue the following shall be specified:

3.2.1. Full name of the issuer and his legal address;

3.2.2. Decision date about bond issue;

3.2.3. The name of authority of the issuer who made the decision on bond issue;

3.2.4. Type of bonds;

3.2.5. Procedure for placement of bonds;

3.2.6. The owner's rights affirmed in one bond;

3.2.7. Obligations of the issuer to bondholders;

3.2.8. The number of bonds in this release;

3.2.9. Form of bonds (documentary or paperless, nominal or to bearer);

3.2.10. The signature of the head of the issuer certified by seal.

3.3. The text of the decision stored in GKTsB is considered valid.

3.4. Availability of any benefit of one investor before others cannot be provided in the decision on release.

IV. Prospectus of the issue

4.1. The following information on bond issuing institution shall be reflected in the prospectus of the issue:

4.1.1. Full name of the issuer;

4.1.2. Abbreviated name of the issuer (in the presence);

4.1.3. In case of change of the name and form of business of the issuer during its activities, all former full and abbreviated names, form of business of the issuer, including date of change of these names;

4.1.4. number and date of the certificate on state registration of the issuer;

4.1.5. legal and postal address of the issuer and contact telephone numbers;

4.1.6. Bank details of the issuer;

4.1.7. List of founders of the issuer;

4.1.8. Management structure of the issuer at the time of decision making about bond issue;

4.1.9. Surname, name and middle name, year of birth of each member of the supervisory board of the issuer, positions held by each member of the supervisory board including shares of the members who are the issuer's shareholders in the authorized capital of the issuer;

4.1.10. Full names, legal and postal addresses of the companies and organizations in which authorized capital the share of the issuer constitutes more than 5 percent. Share (as a percentage) the issuer in the authorized capital in all affiliated and other enterprises;

4.1.11. Full name of all branches and representations of the issuer, date of their creation, legal and postal addresses, surname, name and middle name of heads of all branches and representations of the issuer, including effective periods of the powers of attorney issued to them by the issuer.

4.2. The prospectus of the issue shall include the following information on financial condition of the issuer:

4.2.1. Annual balance sheets and the report on financial results of activities of the issuer for the last quarter before decision making about bond issue, including about use of profit;

4.2.2. Amount of the announced and paid authorized capital of the issuer, including, data on accomplishment by shareholders of obligations to the issuer according to the stocks (shares) owned by them;

4.2.3. Data on the previous bond issues:

o type of bonds;

o number and date of state registration of each release;

o of start date and completion of placement of bonds, repayment period;

o total amount of release (at par value);

o the number of the placed bonds;

o nominal value of one bond;

o of the right of owners of the issued bonds;

o of condition of payment and benefits amount of the income from the moment of their origin by each type of bonds in ended financial year;

o expenditure of the means received from placement of bonds;

o markets of the circulation of issued securities.

4.2.4. The issuer, being credit institution, in addition shall reflect the report on the economic indicators characterizing activities of credit institution.

4.3. The issuer shall enter the following information on the placed bonds to the issued avenue:

4.3.1. General information about bonds:

o Series;

o Form (secure or unsecured, nominal or to bearer, percentage or discount, documentary or paperless);

o Total amount of release (at par value);

o the Number of the placed bonds;

o Nominal value of one bond;

o the Rights granted to bondholders;

o Repayment period;

o of the Condition and procedure for bond redemption, including special repayment provisions (in the presence);

4.3.2. Decision date about bond issue;

4.3.3. The authority of the issuer which made the decision on bond issue;

4.3.4. The name of the organization (the keeper of the register) performing accounting it is right on bonds;

4.3.5. Start date of placement of bonds;

4.3.6. Date of completion of placement of bonds;

4.3.7. Providing on the placed bonds (in the presence);

4.3.8. Conditions and payment procedure of percent on bonds;

4.3.9. Conditions and procedure for bond redemption (oborotnost of payments, form of calculations, account numbers where funds for bond redemption, with indication of early repayment of bonds shall be transferred);

4.3.10. The organizations participating in primary placement of bonds (function, methods of placement and the term of the contract between the issuer and these organizations, with indication of awarding of the organizations participating in primary placement);

4.3.11. Use of the means obtained from placement of bonds;

4.3.12. All forms of the income on bonds (percent, discounts), amount and frequency of payment of the income, including the name of the organizations in which bondholders can gain income which is due to them and show bonds for repayment, including by receipt of other property equivalent.

4.4. Except the data specified in Items 4.1-4.3 of these rules, the issuer shall enter the following information in the prospectus of the issue:

4.4.1. Restrictions in the circulation of bonds;


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