‘Approved’
State Committee for Securities
of the Republic of Azerbaijan
Resolution № 10-q
03 February 2016

Chairman
___________________
Rufat Aslanly

Regulations on issuer’s management reports

1. General provisions

1.1. These Regulations have been developed in accordance with Articles 75.11.2 and 75.12 of the Law of the Republic of Azerbaijan on Securities Market (hereinafter-the Law).
1.2. These Regulations determine procedures for development, submission and publication of management reports by issuers of securities (hereinafter – the issuer).
1.3. The provisions of these Regulations do not apply to the state and municipalities, international organizations the Republic of Azerbaijan is the member of, the Central Bank of the Republic of Azerbaijan and the issuers the nominal value of whose publicly offered and traded debt securities in the regulated market is less than AZN50,000 (fifty thousand).

2. Requirements for annual reports

2.1. Management reports include the following:
2.1.1. issuer’s full and abbreviated name, tax identification number (TIN), the date and number of state registration;
2.1.2. issuer’s legal address and location;
2.1.3. in case of changes to the name of the issuer, all previous names of the issuer, as well as dates of their registration; in case the issuer is established by another legal entity’s dissolution or separation, the form of reorganization, the name of that legal entity; if the issuer is established by means reorganization of legal entities by means of merger or transformation, the form of reorganization and the names of those legal entities;
2.1.4. information on the name, location and registration of issuer's branches and representative offices created and liquidated during the reporting period;
2.1.5. information on the name, organizational and legal form, legal address, registration of each subsidiary created or liquidated during the reporting period, the issuer's share in authorized capital, the date of conclusion and validity of the agreement, which is the basis for the legal entity to be considered an issuer's subsidiary;
2.1.6. if the issuer is part of a group of companies, the group’s name (a group with one or more subsidiaries operating in various sectors of the economy, including the issuer);
2.1.7. areas of activity of the issuer;
2.1.8. if the issuer has a license or permit, the types of activities and their validity;
2.1.9. products and services offered by the issuer;
2.1.10. the number of issuer’s staff and their quarterly dynamics;
2.1.11. information on issuer’s management bodies: the board of directors (the supervisory board) (if any), executive body, the audit committee (if any), 1st, last and middle names of their members;
2.1.12. the number of issuer’s individual and legal entity shareholders separately;
2.1.13. persons owning five percent or more of voting rights of issuer's authorized capital (individual’s 1st, last, middle names; name, location and TIN of a legal entity), number of shares owned by each of them (per type of shares) and the share of issuer’s authorized capital;
2.1.14. legal entities where the issuer has not less than five percent of shares in authorized capital (legal entity’s name, location, TIN, and the share of the issuer in authorized capital);
2.1.15. information on meetings of issuer’s shareholders held over reporting period:
2.1.15.1. the date and venue of the meeting (address);
2.1.15.2. decisions taken at a general meeting.
2.1.16. information on issuance of issuer’s investment securities in circulation (every issuance of investment securities is indicated separately):
2.1.16.1. the type and form of investment securities;
2.1.16.2. the state registration number and date of issuance of investment securities;
2.1.16.3. quantity and par value of investment securities;
2.1.16.4. aggregate nominal value of issuance of investment securities;
2.1.16.5. information on dividends paid by the issuer over the reporting year (amount of dividends paid per type of shares over the reporting year;
2.1.16.6. on issuance of interest bearing bonds – annual interest rate of yield on bonds;
2.1.16.7. the name and location of the stock exchange investment securities are placed or circulated in (if any).
2.1.17. information on special importance deals concluded by the issuer:
2.1.17.1. amount of deal;
2.1.17.2. outstanding portion of the deal as of the reporting date.
2.1.18. information on issuer’s deals with related parties:
2.1.18.1. the nature, date and amount of the deal concluded;
2.1.18.2. information on the related party and the relation to the issuer.
2.1.19. the date of the general meeting where the annual report was approved;
2.1.20. information on the source where the report is published.
2.2. The annual report should be prepared based on results of each completed calendar year and approved by the annual general meeting of shareholders during the first 4 months of the following year if the issuer is a limited liability company and during the first 6 months of the following year if it is a joint stock company.

3. Requirements for semiannual reports

3.1. Semiannual reports are submitted only by issuers whose securities have been publicly offered and traded on a regulated market.
3.2. Semiannual reports should include the information specified in sub items 2.1.1 - 2.1.15, 2.1.17, 2.1.18 and 2.1.20-ci herein.

4. Submission of reports and publication of information

4.1. The issuer should submit annual and semi-annual reports to the State Committee for Securities of the Republic of Azerbaijan in accordance with Article 75.5 of the Law. Pages of the annual and semi-annual report should be numbered, filed, signed by the head of the issuer’s executive body and chief accountant and stamped. Signatories of the report are responsible for completeness and accuracy of the information included in the annual report in accordance with the laws of the Republic of Azerbaijan
4.2. The issuer makes changes to annual and semi-annual reports in accordance with Article 75.7 of the Law
4.3. The issuer discloses annual and semi-annual reports (information specified in sub-items 2.1.13 and 2.1.14 herein is only for issuers whose securities are publicly offered and traded on the regulated market) in accordance with Article 75.6 of the Law
4.4. Issuers whose securities have been publicly offered and traded on a regulated market should disclose their semi-annual reports in accordance with Article 75.4 of the Law.