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Approved by the Order of the State committee on securities in case of the President of the Azerbaijan Republic of December 29, 2004 No. 236

Rules of preparation and disclosure of annual statements of issuers of investment securities

(as amended on 02-05-2008)

1. General provisions

1.1. The presents of Rules are prepared according to the Civil code of the Azerbaijan Republic and 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 No. 161 of July 26, 1999.

1.2. These rules establish procedure for preparation and disclosure of annual statements (further - the annual statement) from issuers of investment securities.

1.3. Provisions of these rules do not extend to issuers of government securities and issuers whose single shareholder is the state body.

2. Preparation of annual statements

2.1. The annual statement is prepared by results of each complete calendar year (further - accounting year) and affirms the supreme body of management of the issuer.

2.2. In the annual statement the following data are specified:

2.3.1. trade name and form of business of the issuer;

2.3.2. legal address and location of the issuer;

2.3.3. if within accounting year in trade name and form of business of the issuer there are changes, all former names and forms of business of the issuer, and also date of their registration; if the issuer is created by reorganization in the form of separation of other legal entity or allocation from its structure, reorganization form, the name and form of business of this legal entity; if the issuer is created by reorganization in the form of merge of legal entities, form of reorganization, the name and forms of business of these legal entities;

2.3.4. names of the branches created and liquidated within accounting year and representations of the issuer, their location and registration data;

2.3.5. the name, form of business, legal address, registration data of the subsidiary of the issuer created and liquidated within accounting year, the issuer's share in the authorized capital and date of acquisition of this share, or date of the conclusion and the duration of the agreement which is the basis for recognition of society by subsidiary of the issuer;

2.3.6. the number of shareholders of the issuer, being physical persons and legal entities, separately;

2.3.7. the shareholders (surname, name, middle name of physical person, the name, the location and INN of the legal entity) having ten or more percent of voting shares in the authorized capital of the issuer, the number of the shares (is specified separately by each type of shares) belonging to everyone them them and their share in the authorized capital of the issuer;

2.3.8. legal entities in whose authorized capital the share of the issuer constitutes at least ten percent (the name, the location, INN of the legal entity, the issuer's share in the authorized capital);

2.3.9. last year balance of the issuer and information (conclusion) of the independent auditor on its check;

2.3.10. if the register of shareholders of the issuer, being joint-stock company, is kept by the professional participant of the security market, the information about the holder of the register or the note that the register is kept with the party of the issuer;

2.3.11. Data about held within the accounting year shareholder meetings of the issuer which is joint-stock company:

2.3.11.1. date and place (address) of holding meeting;

2.3.11.2. data on the decisions made on general meeting.

2.3.12. Data on releases of the investment securities of the issuer which are in circulation (are specified separately on each release and additional release of investment securities):

2.3.12.1. type and form of the investment security;

2.3.12.2. state registration number and registration date of release (additional release) of investment securities;

2.3.12.3. amount and nominal value of investment securities;

2.3.12.4. aggregate nominal value of release (additional release) of investment securities;

2.3.12.5. data on the dividends paid by the issuer according to shares within accounting year (the amount of the dividends paid in reporting year by each type of shares is specified);

2.3.12.6. in information on bond issue - the amount of the interests paid by the issuer on bonds within accounting year.

2.3.13. Data on the share issues which are carried out by the issuer, being joint-stock company within accounting year (it is specified separately on each release (additional release) of shares):

2.3.13.1. type and form of shares;

2.3.13.2. state registration number and registration date of release (additional release) of shares;

2.3.13.3. amount and share par value;

2.3.13.4. cumulative share par value;

2.3.13.5. amount of placed shares;

2.3.13.6. data on share issue condition (continuation or completion of share placing, registration of the report on share issue results, recognition of share issue cancelled or invalid is specified);

2.3.13.7. the name and the location (in case of availability) stock exchange on which shares are placed.

2.3.14. Data on the bond emissions which are carried out by the issuer within accounting year (it is specified separately on each bond issue):

2.3.14.1. type and form of bonds;

2.3.14.2. repayment period of bonds;

2.3.14.3. data on providing bonds or note on lack of such providing;

2.3.14.4. state registration number and registration date of bond issue;

2.3.14.5. amount and nominal value of bonds;

2.3.14.6. aggregate nominal value of bonds;

2.3.14.7. in information on release of interest bearing bonds - annual interest rate of bond yield;

2.3.14.8. in information on release interest-free obligatsiysredny return rate on bonds;

2.3.14.9. amount of the placed bonds;

2.3.14.10. data on bond issue condition (it is specified that placement of bonds continues or it is complete that the report on results of bond issue is registered that bond issue did not take place  or it is considered invalid);

2.3.14.11. the name and the location of stock exchange on which shares are placed.

2.3.15. amount creditor and receivables of the issuer.

2.4. The issuer can include other data which are not contradicting the legislation in the annual statement.

2.5. Pages of the annual statement shall be numbered, sewn, signed the head of executive body or the chief accountant of the issuer and are certified by the issuer's seal. Persons which signed the report bear responsibility for completeness and transparency of the data included in the annual statement according to the current legislation.

3. Disclosure of the report

3.1. The annual statement no later than fifteen days after its statement of the issuer by the supreme body of management shall be submitted to the State committee on securities in case of the President of the Azerbaijan Republic (further GKTsB).

3.2. In case of identification of shortcomings of the ready report of GKTsB within fifteen days from the moment of its representation can demand from the issuer of elimination of these shortcomings and suspension of disclosure of the annual statement in writing.

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