Regulations on the Issue of Securities of Foreign Issuers into Circulation in the Republic of Azerbaijan

“APPROVED”
State Committee for Securities under the President of the Republic of Azerbaijan Order №155 6 September 2000 REGULATIONS on the issue of securities of foreign issuers into circulation in the Republic of Azerbaijan

1. General provisions
   1.1. These Regulations have been developed in accordance with the Law of the
   Republic of Azerbaijan "On Securities" and the Regulation on the State Committee for Securities under the President of the Republic of Azerbaijan approved by the Decree No. 161 dated 26 July 1999 of the President of the Republic of Azerbaijan.
   1.2. These Regulations determine conditions of the issue of securities of foreign
   issuers (hereinafter - foreign securities) in the territory of the Azerbaijan Republic.
2. Issuing foreign securities into circulation in the
   Republic of Azerbaijan
   2.1. Issuers of foreign securities or persons who have acquired these securities
   outside the territory of the Republic of Azerbaijan (hereinafter - the holder of foreign securities) shall have the right to issue these securities into circulation in the Republic of Azerbaijan after obtaining the Certificate on Issuance of Securities of Foreign Issuers into Circulation in the Republic of Azerbaijan (Form 1) from the State Committee for Securities under the President of the Republic of Azerbaijan (hereinafter – the SCS). The Certificate on Issuance of Securities of Foreign Issuers into Circulation in the Republic of Azerbaijan is an official document confirming the issue of foreign securities in the territory of the Republic of Azerbaijan.
   2.2. Issuer of foreign securities shall submit the following documents to the SCS in
   order to receive the abovementioned Certificate:
   2.2.1. an application stating full name, legal address of the foreign issuer, type,
   form (documented or undocumented), number, face value (if any), total amount, term of placement, circulation method and circulation markets (if any) of the foreign securities to be issued into circulation;
   2.2.2. copies of the corresponding document on state registration of the issuer
   as a legal entity and its charter;

2.2.3. a copy of the document confirming the registration of foreign securities
with the relevant state body of the country of issue (except for cases when the legislation of that country does not require registration of these securities);
2.2.4. a copy of the prospectus or any other document disclosing the terms of
issue of foreign securities. If necessary, the SCS may require the auditor to approve this document;
2.2.5. balance sheet of the issuer approved by the auditor as of the last
reporting date (if it is not specified in the prospectus);
2.2.6. a copy of the certificate in case of issuing foreign securities in
documented form, and the correspondent document confirming their ownership if they are issued in undocumented form (returned after copying);
2.3. If the owner of foreign securities is a legal entity, that person shall submit the
following documents to the SCS in order to obtain the Certificate on Issuance of Securities of Foreign Issuers into Circulation in the Republic of Azerbaijan:
2.3.1. an application stating full name, legal address of the foreign issuer, type,
form (documented or undocumented), number, face value (if any), total amount and circulation markets of the foreign securities to be issued into circulation;
2.3.2. copies of the corresponding document on state registration of the issuer
as a legal entity and its charter;
2.3.3. a copy of the certificate in case of issuing foreign securities in
documented form, and the corresponding document confirming their ownership if they are issued in undocumented form (returned after copying);
2.4. If the owner of foreign securities is an individual, that person shall submit the
following documents to the SCS to obtain the Certificate on Issuance of Securities of Foreign Issuers into Circulation in the Republic of Azerbaijan:
2.4.1. an application with the name, last name, address of the owner and type,
form (documented or undocumented), number, face value (if any), total amount and information on the circulation markets of the foreign securities issued into circulation;
2.4.2. a copy of the certificate in case of issuing foreign securities in
documented form, and the corresponding document confirming their ownership if they are issued in undocumented form (returned after copying);
2.4.3. a corresponding document confirming the identity (returned after
copying).
2.5. When an authorized person applies on behalf of the issuer or owner of foreign
securities, he/she shall submit a notarized power of attorney issued in his/her name by the issuer or owner of foreign securities in addition to the required documents.
2.6. If necessary, the SCS may require from the issuer or owner of foreign securities
additional documents related to foreign securities, including the translation of the above documents into the Azerbaijani language.
2.7. The SCS shall review the submitted documents within 30 (thirty) working days
from the date of receipt.
2.8. In order to verify the accuracy of the information provided, the SCS has the right
to send relevant inquiries about the issuer or the owner of foreign securities, as

well as foreign securities. In this case, the time for reviewing the documents shall be calculated from the time of receipt of the response to the request.
2.9. After reviewing the submitted documents and if there are no grounds for refusal,
the SCS shall issue a Certificate on Issuance of Securities of Foreign Issuers into Circulation in the Republic of Azerbaijan to the issuer or owner of foreign securities.
2.10. The issuer or owner of foreign securities shall issue the following information
on the issue of foreign securities into circulation in the territory of the Republic of Azerbaijan in the central press and place it on the website of the SSC:
2.10.1. if the issuer or owner of foreign securities is a legal entity - full
name and legal address; in case of an individual - name, last name and address;
2.10.2. type, form, nominal value, number and total amount of foreign
securities;
2.10.3. date of commencement and completion of placement of foreign
securities (if any);
2.10.4. address and contact phone numbers to get acquainted with or
receive the issue prospectus of foreign securities or the document disclosing the issue of securities (if any).
2.11. Issuer or owner of foreign securities shall submit a report on the results of the
placement to the SCS within 30 (thirty) working days after the completion of the placement.
3. Restrictions on the issue of foreign securities into circulation
in the Republic of Azerbaijan
3.1. For the purpose of regulating the securities market, the SCS shall have the right
to limit the number of foreign securities to be issued into circulation in the Republic of Azerbaijan or refuse to issue them into circulation.
3.2. In case of refusal to issue foreign securities into circulation in the Republic of
Azerbaijan, the issuer or owner of foreign securities shall be notified in writing without giving reasons and the submitted documents shall not be returned.
4. Circulation of foreign securities in the
Republic of Azerbaijan
4.1. Issuer or owner of foreign securities may carry out any operations with such
foreign securities in the territory of the Republic of Azerbaijan only after the SCS has issued them a Certificate on Issuance of Securities of Foreign Issuers into Circulation in the Republic of Azerbaijan.
4.2. Circulation of foreign securities in the territory of the Republic of Azerbaijan shall
be carried out in accordance with the current legislation of the Republic of Azerbaijan in accordance with their type.
4.3. Storage of foreign securities in the territory of the Republic of Azerbaijan and
registration of rights on them shall be carried out through a depositary operating on the basis of the relevant license of the SCS.
4.4. In case of detection of violations during the circulation of foreign securities in the
territory of the Republic of Azerbaijan or in other cases required by the state of

the securities market, the SCS may take relevant actions, as well as suspend the circulation of these foreign securities. When the SCS suspends the circulation of foreign securities in the territory of the Republic of Azerbaijan, it shall provide the issuer or owner of foreign securities with written information and announce it in the mass media.
5. Liability
5.1. Persons who do not comply with these Regulations shall be liable in accordance
with the current legislation of the Republic of Azerbaijan.
6. Effective date
6.1. These Regulations shall enter into force on the day of approval.

Form 1

Azərbaycan Respublikasının Prezidenti State Committee for Securities under the yanında Qiymətli Kağızlar üzrə Dövlət President of the Republic of Azerbaijan Komitəsi C E R T I F I C A T E № On issuance of Securities of Foreign Issuers into Circulation in the Republic of Azerbaijan State Committee for Securities under the President of the Republic of Azerbaijan ___________________________________________________________________________ (full name and address of the registration body) ______________________________________________________________________________________________________ hereby certifies the issue of _____________________________________________________________________________________________________ belonging to _______________________________________________________________ (full name and requisites of the issuer of securities) registered by _______________________________________________________________ into the circulation in the Republic of Azerbaijan. Description of securities issued into circulation Type:________________________________________________________________________ Form:________________________________________________________________________ Issuer:________________________________________________________________________ Number:______________________________________________________________________ Face value:____________________________________________________________________ Total amount:__________________________________________________________________ Additional notes:________________________________________________________________ Date: “____”________200 Chairman H. Babayev L.S.