‘Approved’
State Committee for Securities of
the Republic of Azerbaijan
Resolution № 15-q
03 February 2016

Chairman
______________________
Rufat Aslanly

Regulations on disclosure of information by issuers in the securities market

1. General provisions

1.1. These Regulations have been developed in accordance with Articles 77.7 and 77.8 of the Law of the Republic of Azerbaijan ‘on the Securities Market’ (hereinafter – the Law).
1.2. These Regulations determine the scope of information (hereinafter – information) to be disclosed under the Law by issuers whose securities are publicly offered and traded on the regulated market in the Republic of Azerbaijan (hereinafter – issuers), means and terms of disclosure, functions of the Electronic System for Information Disclosure (hereinafter - ESID).
1.3. The ESID is a single information resource on receiving, centralized storage and disclosing information to the public.
1.4. Maintenance and operation costs of the ESID are financed from the state budget within the funds for the maintenance of the office of the State Committee for Securities of the Republic of Azerbaijan (hereinafter - the Committee) and other sources established by Law.
1.5. The ESID is created, operated and managed by the Committee.
1.6. If issuers disclose Information only in accordance with these Regulations, they are considered to have fulfilled their information disclosure obligations.

2. The scope of information disclosed by issuers

2.1. Issuers disclose the following information in accordance with these Regulations:
2.1.1. Information related to the issuance of securities:
2.1.1.1. prospectus or information memorandum;
2.1.1.2. report on results of the issuance;
2.1.1.3. information on suspension of the issuance;
2.1.1.4. information on failure of the issuance;
2.1.1.5. changes made to the prospectus;
2.1.1.6. information on issuance of securities to borrow money;
2.1.1.7. conditions for issuance of real estate certificates;
2.1.2. Regarding securities or derivative financial instruments information on:
2.1.2.1. recall of bonds;
2.1.2.2. withdrawal of securities from circulation;
2.1.2.3. insider transaction;
2.1.2.4. any changes in the rights of the issuer for securities or derivatives;
2.1.2.5. replacement of the subject of collateral on bonds;
2.1.3. Activities of the issuer:
2.1.3.1. issuers’ foundation documents;
2.1.3.2. issuers’ annual and semiannual reports;
2.1.3.3. information on convening the general meeting of shareholders;
2.1.3.4. information on changes in use of funds attracted through public offering specified in the prospectus or information memorandum;
2.1.3.5. decision to conclude a deal of special importance;
2.1.3.6. inside information;
2.1.3.7. information on acquisition and alienation of significant share;
2.1.3.8. information on provision of securitization amounting to over 5 (five) percent of authorized capital.

3. Information disclosure facilities

3.1. Information is disclosed via the following facilities in accordance with these Regulations and the type of information:
3.1.1. the ESID;
3.1.2. issuer’s website;
3.1.3. the website of the stock exchange the issuer’s securities are traded in (hereinafter – the website of the stock exchange).
3.2. Information goes public in the issuer’s website (if any) after it is placed on the ESID. After the information specified in sub items 2.1.1.1, 2.1.1.3, 2.1.1.4 and 2.1.1.5 herein is placed on the ESID, and the Information specified in sub item 2.1.3.2 is disclosed in the ESID, it is disclosed in the website of the stock exchange in addition to that of the issuer.
3.3. The Information disclosed in the ESID, websites of the issuer and the stock exchange is stored for 5 (five) years and over from the date of disclosure.
3.4. If the duration of circulation of securities is over 5 years, the Information specified in sub items 2.1.1.1, 2.1.1.6 and 2.1.1.7 herein is stored in the ESID, the websites of the stock exchange and the issuer until the end of duration of those securities.

4. Placement and disclosure of information in the ESID

4.1. Placement and disclosure of information in the ESID is provided via the website www.disclosure.az (hereinafter – the website).
4.2. Information is placed in the MEAS for disclosure and accessed free of charge.
4.3. Until information is placed on the ESID, the Committee ensures its protection.
4.4. To ensure information integrity, the Information submitted for disclosure by the issuer is disclosed in that context.
4.5. After passing the authorization set by Item 5.1 herein the issuer places information on the ESID, by uploading this information to the corresponding section of the ESID website.
4.6. After selecting the type of information from the relevant section of the ESID, the state registration number of the information-related security and entering a brief summary of the information, the issuer places the information on the ESID in a PDF format.
4.7. After the information is placed on the ESID, a notice is sent to the issuer’s e-mail address specified in the ‘ESID registration form’ (Annex №1) on placement of the information. The notice includes the following information:
4.7.1. the issuer’s name;
4.7.2. the state registration number of information-related securities;
4.7.3. the type of Information;
4.7.4. the date and time the information is placed on the ESID.
4.8. The Information placed on the ESID until 16.00 (except for issuer’s annual and semiannual reports) goes public on the same day, and the Information placed after 16:00 goes public on the following business day.
4.9. If the Committee finds no deficiencies in issuers’ annual and semiannual reports, the reports go public within 15 (fifteen) business days after they are placed on the ESID. If annual and semiannual reports fail to comply with the requirements determined in the ‘Regulations on requirements for issuer’s management reports’, or deficiencies are found in reports, a request is sent to the issuer’s e-mail address to eliminate those deficiencies and reports do not go public on the ESID.
4.10. After eliminating the deficiencies specified in the request, the issuer places annual or semiannual reports on the ESID according to Item 4.6 herein. After annual and semiannual reports are placed on the ESID, they go public according to the 1st sentence of Item 4.9 herein.
4.11. After the Information is disclosed on the ESID a notice is sent to the issuer’s e-mail address on disclosure of Information. The notice includes the following information:
4.11.1. Information specified in sub items 4.7.1-4.7.3 herein;
4.11.2. the date and time of disclosure of Information on the ESID;
4.11.3. hyper link to published Information.
4.12. If the type of Information placed on the ESID or the state registration number of securities related to the information is incorrect, the Information is not disclosed on the ESID and a notification is sent to the issuer's e-mail address with the reasons.
4.13. If the issuer discovers deficiencies in published Information, the issuer immediately sends related information, and places the clarified Information and reasons for clarification on the ESID for disclosure within 3 (three) business days under Item 4.6 herein;
4.14. The following hyperlink is provided on the clarified Information published on the ESID:
4.14.1. to the Information where deficiencies are found;
4.14.2. to the Information on reasons for clarification.
4.15. If the Information where deficiencies are found is published on other sources, references are provided in those sources to the information specified in sub items 4.14.1 and 4.14.2 herein.
4.16. When the Information published on the ESID is disseminated in mass media, reference should be made to the ESID.
4.17. If it is impossible to place Information due to technical malfunctions in the ESID, the issuer discloses that Information (except for the Information specified in sub item 2.1.3.2 herein) in the stock exchange’s and its own (if any) websites, and the Information specified in sub item 2.1.3.2 herein is delivered to the Committee in a hard copy.

5. Authorization in the ESID

5.1. Authorization in the ESID is provided on the basis of a unique user name and password obtained from the Committee or the ASAN signature.
5.2. The issuer delivers the ‘ESID registration form’ to the Committee to get a unique username and password in either a soft- or a hard copy.
5.3. A unique username and password for authorization are automatically created in the ESID and the ESID registration form is sent to the postal address of the issuer not later than 5 (five) working days from the date of its submission to the Committee.
5.4. The issuer can change a unique password delivered for authorization in the ESID.
5.5. If the ESID registration form is compiled not in line with these Regulations or it is discovered that it includes incomplete, inaccurate information, the Committee refuses to issue a unique username and password and delivers a written notice to the issuer indicating reasons.
5.6. In case of changes to the information in the ESID registration form, the issuer delivers related information to the Committee within 3 (three) business days.
5.7. The issuer protects the unique username and password presented by the Committee.

6. Disclosure of information in issuer’s website

6.1. The Issuer places a hyperlink to the Information or to the section or page where it is located in the main part of its website to ensure easy access to the Disclosed Information for everybody.
6.2. The Issuer may not charge or impose any restrictions on access to the Information published on its website.

7. Disclosure of information in the stock exchange

7.1. After the Information specified in sub items 2.1.1.1, 2.1.1.3, 2.1.1.4 and 2.1.1.5 herein is placed on the ESID, and the Information specified in sub item 2.1.3.2 is disclosed on the ESID, the issuer presents that Information to the stock exchange.
7.2. The stock exchange publishes the Information submitted by the issuer for disclosure on its website in accordance with Item 4.4 herein.
7.3. The stock exchange places Information or its hyperlink on its website in the relevant section for Disclosure of Information to ensure easy access to the Information by any person.
7.4. The Stock Exchange may not charge or impose any restrictions on access to the information disclosed by the issuers on its website.

8. Periods for disclosure of information by issuers

8.1. The Information specified in sub item 2.1.1.1 herein is disclosed at least 15 (fifteen) business days prior to commencement of public offering of shares, and at least 5 (five) business days prior to that of bonds.
8.2. The Information specified in sub item 2.1.1.2 herein is disclosed no later than 7 (seven) fays from the day the said report is approved.
8.3. The Information specified in sub item 2.1.1.3 herein is disclosed immediately after a decision on suspension of the issuance is taken.
8.4. The Information specified in sub item 2.1.1.4 herein is disclosed within 1 (one) business day after the decision of the Committee on considering the issuance failed is delivered to the issuer.
8.5. The Information specified in sub item 2.1.1.5 herein is disclosed within 5 (five) business days from the date, the changes made to emission prospectus are state registered.
8.6. The Information specified in sub item 2.1.1.6 herein is disclosed 5 (five) business days prior to the issue of securities.
8.7. The Information specified in sub item 2.1.1.7 herein is disclosed 5 (five) working days prior to the issuance of real estate certificates.
8.8. The Information specified in sub item 2.1.2.1 herein is disclosed within 1 (one) business day after the date of the decision on recall of bonds is taken.
8.9. The Information specified in sub item 2.1.2.2 herein is disclosed within 7 (seven) business days from the date the Committee makes relevant entries in the state register of securities.
8.10. The Information specified in sub item 2.1.2.3 herein is disclosed within 5 (five) working days from the date of conclusion of the transaction.
8.11. The Information specified in sub item 2.1.2.4 herein is disclosed immediately.
8.12. The Information specified in sub item 2.1.2.5 herein is disclosed within 1 (one) working day after reaching an agreement with the administrator on replacement of collateral.
8.13. The Information specified in sub item 2.1.3.1 herein is disclosed within the timeframe specified in Item 8.1 herein together with the prospectus or information memorandum.
8.14. The Information specified in sub item 2.1.3.2 herein is disclosed within 30 (thirty) days from the date of its delivery to the supervisory authority.
8.15. The Information specified in sub item 2.1.3.3 herein is disclosed within the timeframe specified in the Civil Code of the Republic of Azerbaijan.
8.16. The Information specified in sub item 2.1.3.4 herein is disclosed within 5 (five) business days from the date the changes in the prospectus are state registered.
8.17. The Information specified in sub item 2.1.3.5 herein is disclosed immediately after the said decision is taken.
8.18. The Information specified in sub item 2.1.3.6 herein is disclosed immediately from the moment of its creation.
8.19. The Information specified in sub item 2.1.3.7 herein is disclosed within 3 (three) trading days from the date of submission of the notification to the issuer pursuant to Article 76.1 of the Law.
8.20. The Information specified in sub item 2.1.3.8 herein is disclosed within 5 (five) business days after the date the collateral is provided.

Annex № 1 to the ‘Regulations on disclosure of

information by issuers in the securities market’

ESID registration form

Signature of the issuer’s official

______________ M.Y