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Ministry of Justice

Azerbaijan Republic

On December 8, 1999 No. 198

Approved by the State committee on securities in case of the President of the Azerbaijan Republic of November 4, 1999 No. 59

Regulations on release and registration of issued securities in the territory of the Azerbaijan Republic

I. General provisions

1.1. This Provision is prepared according to the Law of the Azerbaijan Republic "About joint-stock company", the Law of the Azerbaijan Republic "About securities" and the Provision "About the State Committee on Securities in case of the President of the Azerbaijan Republic", No. 161 approved by the Presidential decree of the Azerbaijan Republic of July 26, 1999.

1.2. This Provision regulates the rules of release and registration of issued securities (further - "securities") in the territory of the Azerbaijan Republic established by the State committee on securities in case of the President of the Azerbaijan Republic (further "registering body").

1.3. This Provision does not extend to registration of shares of the joint-stock companies created in case of privatization of state-owned property.

II. State registration of securities

2.1. The issuer acquires the right to issue of securities from the moment of state registration of the decision on issue of securities (further "issue of securities").

2.2. For the purpose of state registration of release of issued securities the following documents shall be submitted to registering body:

a) the statement for state registration of release of issued securities according to Appendix of 1 this provision;

b) copy of the decision on issue of securities;

c) the prospectus of the issue (if registration of securities is followed by registration of the prospectus of the issue);

d) notarially attested copies of constituent documents of the issuer (charter, foundation agreement and certificate on state registration);

e) sample of the certificate of securities in case of their release in documentary form;

e) the document confirming payment of the state fee for registration of the prospectus of the issue;

g) if release is registered without prospectus of the issue, the data characterizing financial and economic provision of the issuer (according to Items (B) and (In) appendices 3 this provision).

2.3. Advertizing of securities before state registration of their release is forbidden.

2.4. Documents for state registration of issue of securities shall be submitted no later than 1 month from the date of decision making about release of these securities.

2.5. At the same time state registration of shares and bonds cannot be performed.

2.6. The conclusion of transactions (except for contracts on the organization of securities placement between the issuer and expected underwriters, between the issuer and underwriters, and also between underwriters) on securities before state registration of their release is forbidden. Issuers and underwriters acquire the right of the offer of securities to their expected buyers from the moment of passing of state registration of issue of securities.

2.7. In case of placement of personalized securities shall be represented to registering body the copy of the agreement (the copy of agreements) on maintaining the register of owners of securities, the prisoner between the issuer and person owning license for activities on maintaining the register.

2.8. In case of issue of guarantee from the third party for placement of bonds, documents (the copy of the agreement of the order, bank guarantees) confirming this guarantee are submitted to registering body.

2.9. The issuer and officials of its governing bodies bear responsibility for completeness and accuracy of the information, containing in the prospectus of the issue and internal documents according to the legislation of the Azerbaijan Republic.

2.10. According to this Provision, the registering body shall perform registration of issue of securities or make the decision on refusal of registration within fifteen days from the moment of submission of all documents.

If changes or additions made to the prospectus of the issue of securities are provided to registering body, then in that case day of data presentation of changes and amendments is considered date of submission of documents for registration of issue of securities.

2.11. In case of decision making about state registration of issue of securities the following documents are issued to the applicant:

a) certificate of registration of the decision on issue of securities;

b) certificate of registration of the prospectus of the issue;

2.12. The registering body can make the decision on refusal of registration of issue of securities for the following reasons:

a) in case of discrepancy of the submitted documents and information containing in them to requirements of the legislation;

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