Approval of Service Fees of the National Depository Center

State Registry of Legal Acts of the Republic of Azerbaijan Decision of the Board of the Central Bank of the Republic of Azerbaijan No. 52/3 Baku, December 1, 2020

On the Approval of "Service Fees of the National Depository Center"

Based on Article 16.16.4 of the Law of the Republic of Azerbaijan "On the Securities Market" and Article 22.0.17 of the Law of the Republic of Azerbaijan "On the Central Bank of the Republic of Azerbaijan", the Board of the Central Bank of the Republic of Azerbaijan

DECIDES:

1. "Service Fees of the National Depository Center" shall be approved (attached).
2. The Legal Department (Rena Malikova) is tasked to ensure that this Decision is submitted to the Ministry of Justice of the Republic of Azerbaijan for inclusion in the State Registry of Legal Acts of the Republic of Azerbaijan within 3 days.

Chairman of the Central Bank Elman Rustamov

"Approved"
Central Bank of the Republic of Azerbaijan
Decision No. 52/3
"01" December 2020

Service Fees of the National Depository Center

All amounts are expressed in manat.

No.	Type of Service	Frequency of Payment	Amount of Payment¹
1. Opening of Accounts
1.1.	Opening of a depository and issuer account (excluding depository accounts opened for investors for the acquisition of shares intended for placement via mass offer method)	One-time	5
1.2.	Opening of a nominal custodian account³	No fee charged
1.3.	Opening of accounts for members of the central depository	No fee charged
1.4.	Opening of depository accounts for investors for the acquisition of shares intended for placement via mass offer method	No fee charged
2. Issuance of Extracts from Accounts and Provision of Information
2.1.	Provision of extracts from the registry of securities owners or from a depository account to depositors for one security	One-time	1
2.2.	Provision of an extract from a depository account for all securities	One-time	20
2.3.	Provision of an extract from the registry of securities owners to the issuer once a year	No fee charged
2.4.	Provision of subsequent extracts from the registry of securities owners to the issuer⁴	One-time	30
2.5.	Provision of information on transactions carried out with securities to depositors	One-time	5

¹ Value Added Tax is included in the service fees of the National Depository Center.
² An issuer account is an account opened in the depository system upon the application of the issuer for the purpose of issuing securities and reflecting relevant information regarding securities. ³ A nominal custodian account is an account opened in the depository system upon the application of a nominal custodian and reflecting rights regarding securities in the name of and for the benefit of an investor based on a contract or power of attorney.

No.	Type of Service	Frequency of Payment	Amount of Payment¹
3. Provision of Services to Issuers on Maintaining the Registry of Securities Owners (per issue of securities)⁵
3.1.1.	Maintenance of the registry of owners of securities listed on a stock exchange	Annual	0.02% of nominal value, (minimum 50, maximum 5000)
3.1.2.	Maintenance of the registry of owners of securities not listed on a stock exchange	Annual	0.05% of nominal value, (minimum 50, maximum 8000)
3.1.3.	Restoration of services for maintaining the registry of owners of securities listed on a stock exchange	One-time	0.05% of nominal value based on the number of delayed days (minimum 50, maximum 7000)
3.1.4.	Restoration of services for maintaining the registry of owners of securities not listed on a stock exchange	One-time	0.1% of nominal value based on the number of delayed days (minimum 50, maximum 10000)
3.1.5.	Maintenance of the registry of owners of state securities of the Republic of Azerbaijan and securities of the Central Bank of the Republic of Azerbaijan	No fee charged
3.1.6.	Maintenance of the registry of owners of shares of joint-stock companies created by the Republic of Azerbaijan and having all shares owned by the state	Annual	600
3.1.7.	Restoration of services for maintaining the registry of owners of shares of joint-stock companies created by the Republic of Azerbaijan and having all shares owned by the state	No fee charged
3.1.8.	Maintenance of the registry of owners of shares of stock investment funds and owners of shares of share investment funds³	No fee charged

⁴ Service fee is not charged by the Central Bank of the Republic of Azerbaijan and the Ministry of Finance of the Republic of Azerbaijan.
⁵ Service fee is calculated on the unpaid portion of the nominal value of bonds in circulation.
⁶ Securities listed on a stock exchange are securities admitted to listing in accordance with the internal rules of a stock exchange licensed for stock exchange activities in the Republic of Azerbaijan, upon the application of the issuer or its authorized representative.

No.	Type of Service	Frequency of Payment	Amount of Payment¹
4. Provision of Services for Storage of Securities⁷
4.1. For Issuers (per issue of securities)
4.1.1.	Storage of securities listed on a stock exchange	Annual	0.02% of nominal value, (minimum 50, maximum 5000)
4.1.2.	Storage of securities not listed on a stock exchange	Annual	0.05% of nominal value, (minimum 50, maximum 8000)
4.1.3.	Restoration of storage services for securities listed on a stock exchange	Annual	0.05% of nominal value based on the number of delayed days (minimum 50, maximum 7000)
4.1.4.	Restoration of storage services for securities not listed on a stock exchange	Annual	0.1% of nominal value based on the number of delayed days (minimum 50, maximum 10000)
4.1.5.	Storage of state securities of the Republic of Azerbaijan and securities of the Central Bank of the Republic of Azerbaijan	No fee charged
4.1.6.	Storage of shares of joint-stock companies created by the Republic of Azerbaijan and having all shares owned by the state	No fee charged
4.2. For Depositors
4.2.1.	Storage of uncertificated securities	No fee charged
4.2.2.	Storage of certificated securities	Annual	2 per one security

⁷ Service fee is calculated on the unpaid portion of the nominal value of bonds in circulation.

No.	Type of Service	Frequency of Payment	Amount of Payment¹
5. Registration of Contracts for Placement of Securities⁸
5.1.1.	Registration of contracts for placement of state securities and securities of the Central Bank of the Republic of Azerbaijan	One-time	0.01% of the contract amount
5.1.2.	Registration of contracts for placement of other securities	No fee charged
6. Registration of Contracts for Circulation of Securities⁹
6.1.1.	Registration of contracts concluded on a stock exchange	One-time	0.01% of the contract amount (minimum 1, maximum 1000)
6.1.2.	Registration of contracts concluded in the over-the-counter market and in notarial order¹⁰	One-time	0.05% of the contract amount (minimum 3, maximum 5000)
6.1.3.	Registration of contracts concluded with state securities and securities of the Central Bank of the Republic of Azerbaijan	No fee charged
6.1.4.	Registration of operations on the transfer of rights to securities by inheritance	No fee charged

⁸ Service fee is charged from the owners of securities.
⁹ Service fee is distributed equally between both parties by mutual agreement or charged in full from one party. If one of the parties to the contract is the Central Bank of the Republic of Azerbaijan or the Mortgage and Credit Guarantee Fund, no service fee is charged from that party. ¹⁰ If the purchase price is below nominal, the contract amount is calculated based on the nominal price.

No.	Type of Service	Frequency of Payment	Amount of Payment¹
7. Registration of Transfer of Ownership Rights Based on a Court Decision
7.1.	In case a contract is declared invalid by a court, from the party receiving the securities, in accordance with Part 6	One-time	6
7.2.	In other cases, in favor of one of the previous parties to the contract	No fee charged
8. Registration of Repo Operations with Securities¹¹
8.1.	Registration of repo operations with state securities and securities of the Central Bank of the Republic of Azerbaijan	No fee charged
8.2.	Registration of repo operations with other securities	One-time	0.001% of the amount of the opening contract
9. Other Services Provided to Issuers
9.1.	Services for organizing general meetings of shareholders and information to securities owners about corporate services	One-time	400
9.2.	Calculation and payment of dividends	One-time	0.2% of the dividend amount paid
9.3.	Calculation and payment of interest on state securities and securities of the Central Bank of the Republic of Azerbaijan	No fee charged
9.4.	Calculation and payment of interest on bonds issued by international organizations of which the Republic of Azerbaijan is a member	One-time	0.1% of the interest amount paid
9.5.	Calculation and payment of interest on other bonds	One-time	0.2% of the interest amount paid
9.6.	Consolidation, subdivision (splitting), and conversion of securities	One-time	0.1% of the transaction amount (minimum 1, maximum 3000)
9.7.	Issuance of International Securities Identification Numbers (ISINs) for state securities, securities of the Central Bank of the Republic of Azerbaijan, and bonds of international organizations of which the Republic of Azerbaijan is a member	No fee charged
9.8.	Issuance of ISINs for other securities	One-time	50

¹¹ Service fee is distributed equally between both parties by mutual agreement or charged in full from one party.

No.	Type of Service	Frequency of Payment	Amount of Payment¹
10. Provision of Services as the Disponent of Collateral for Secured Bonds¹²
10.1.	For mortgage bonds and other bonds secured by pledge¹³	Annual	0.065% of nominal value (minimum 500)
10.2.	For bonds secured by guarantee, state, or municipal guarantee	Annual	0.01% of nominal value (minimum 500)
11. Services Related to Pledge of Securities
11.1.	Registration of pledge	One-time	20
11.2.	Registration of financial pledge	One-time	0
11.3.	Registration of changes in pledge rights	One-time	10
11.4.	Registration of subsequent pledge	One-time	20
11.5.	Registration of notice related to directing the claim to the subject of the pledge	One-time	10
12. Membership Fees
12.1.	Member of the central depository	Annual	3000
13. Accounting of Nominal Custodians' Accounts
	Per nominal custodian, based on agreement

¹² Service fee is calculated on the unpaid portion of the nominal value of bonds in circulation.
¹³ When providing disponent services for mortgage bonds, no fee is charged from the issuer for storage of mortgage bonds and maintenance of the registry of their owners.

LIST OF USED SOURCE DOCUMENTS

1. Decision of the Board of the Central Bank of the Republic of Azerbaijan No. 35/3 dated July 12, 2023 (Registration number in the State Registry of Legal Acts 23202307120353, Date of inclusion in the State Registry of Legal Acts July 19, 2023)
2. Decision of the Board of the Central Bank of the Republic of Azerbaijan No. 28/2 dated July 11, 2024 (Registration number in the State Registry of Legal Acts 23202407110282, Date of inclusion in the State Registry of Legal Acts July 18, 2024)

LIST OF AMENDMENTS AND ADDITIONS TO THE DECISION

1. By Decision of the Board of the Central Bank of the Republic of Azerbaijan No. 28/2 dated July 11, 2024 (Registration number in the State Registry of Legal Acts 23202407110282, Date of inclusion in the State Registry of Legal Acts July 18, 2024), the words "(excluding depository accounts opened for investors for the acquisition of shares intended for placement via mass offer method)" were added after the word "account" in clause 1.1 of "Service Fees of the National Depository Center".
2. By Decision of the Board of the Central Bank of the Republic of Azerbaijan No. 28/2 dated July 11, 2024 (Registration number in the State Registry of Legal Acts 23202407110282, Date of inclusion in the State Registry of Legal Acts July 18, 2024), a new clause 1.4 was added to "Service Fees of the National Depository Center".
3. By Decision of the Board of the Central Bank of the Republic of Azerbaijan No. 35/3 dated July 12, 2023 (Registration number in the State Registry of Legal Acts 23202307120353, Date of inclusion in the State Registry of Legal Acts July 19, 2023), the word "owners" in sub-clause 3.1.8 of "Service Fees of the National Depository Center" was replaced with the word "owners" (Note: Original text says "sahiblərinin" replaced by "mülkiyyətçilərinin", both translate to owners/proprietors, but the legal term changed to 'owners' in English context for consistency with other clauses). Correction: The Azerbaijani text says "sahiblərinin" (owners/possessors) was replaced by "mülkiyyətçilərinin" (owners/proprietors). In English legal context, this is a refinement to "owners".