Charter

CHARTER

1. General Provisions

1.1 ANAS High Technologies Park Limited Liability Company (hereinafter referred to as the “Company”) is established under the Civil Code of the Republic of Azerbaijan, Decree No. 2425 of the President of the Republic of Azerbaijan dated November 8, 2016 and other normative legal acts.

1.2 The Company has an individual property in its ownership and is responsible for its

obligations under this property and has the right to acquire and exercise property and personal non-property rights in its own name, to hold office, to act as a plaintiff or defendant. The Company has an independent balance, and has at its disposal state property, seals, relevant stamps, blanks and bank accounts, which are used for the purpose of business activity.

1.3. The Company is not liable for obligations of its participants to third parties.

1.4 The Company functions under the supervision of Azerbaijan National Academy of Sciences (hereinafter referred to as “ANAS”).

1.5. Full name of the Company: "ANAS High Technologies Park" Limited Liability Company, abbreviated name: "ANAS High Technologies Park" LLC.

1.6. Legal address of the Company: Street 622, 9 Ahmadli settlement, Khatai district, Baku, Azerbaijan Republic.

2. Company lines of activity

2.1. The main purpose of the Company's activity is to organize, manage and develop the activity of ANAS High Technologies Park (hereinafter referred to as the Park), which provides favorable conditions and support through business and technological incubators, foundations, technological transfer and research centers for physical and legal entities (hereinafter referred to as Resident) operating in the field of conducting research, experimental and design works, and implementing the results in industry, service and other areas (commercialization).

2.2. In accordance with the objectives, the Company lines of activity are as follows:

2.2.1. establishment and development of the necessary infrastructure of the Park;

2.2.2. management of material and technical base of the Park;

2.2.3. organization and conduct of research in the Park;

2.2.4. commercialization of science, organization and implementation of experimental and design works;

2.2.5. organization and development of the Park residents’ activity;

2.2.6. providing necessary services to residents of the Park;

2.2.7. involvement of financial resources and investors into the Park activities;

2.2.8. organization and management of innovative projects;

2.2.9. entrepreneurial activity and organization of production in innovative fields;

2.2.10. organization and carrying out of personnel training;

2.2.11. promotion of Park activities.

2.3. In accordance with the legislation of the Azerbaijan Republic, the Company carries out other activities defined by this Charter and the Statute of the Park for the organization of Park activities.

2.4. Pursuant to legislation, the Company may engage in activities that require special authorization (license) or special permit only after obtaining such special authorization (license) or special permit.

3. Amount of the Company's Charter capital and the founder’s share in the Charter capital

3.1. The Charter capital of the Company shall be x.xxx.xxx manats, and shall consist of 2 (two) shares with a value of xxx.xxx manat each.

3.2. Information constituting commercial secret in accordance with legislation:

- The State Committee on Property Issues of the Republic of Azerbaijan (hereinafter referred to as the Committee) representing the rights of the shareholder on behalf of the state - 100%, x.xxx.xxx manats, 2 shares, money.

3.3. Composition of the investment and procedure for investing, as well as responsibility for breach of investment obligations shall be determined by the decision of the general meeting.

4. Rights and obligations of the Company

4.1. As a managerial body, the Company has the following exclusive rights to:

4.1.1. prepare proposals on development and regulation of Park activity and submit to ANAS;

4.1.2. establish agencies associated with the establishment of the Park, including foundations, business incubators, research and technological transfer centers, and other specialized service centers;

4.1.3. invest in infrastructure of the Park, benefit from these investments and Park management;

4.1.4. conduct free-of-charge tariff policy on the basis of proposals of ANAS for services rendered by the Company;

4.1.5. the Company conducts negotiations with foreign organizations and technological parks of foreign countries, as well as with foreign credit organizations and donors within their competence and in accordance with the legislation, concludes cooperation agreements, and joins their associations and other entities;

4.1.6. conclude agreements for the maintenance and development of the Park;

4.1.7. receive statistical and forecasting information on the activities of its residents and monitor their activities.

4.2. The responsibilities of the Company are as follows:

4.2.1. preparation and approval of normative documents regulating the Park's activities within its competence and submittal to the ANAS for approval;

4.2.2. preparation and submission of annual reports on the Park activity to the ANAS;

4.2.3. providing the Park with relevant infrastructure, including transport, communication lines, utilities and other necessary services;

4.2.4. organizing business incubators, foundations, technological transfer and scientific research centers;

4.2.5. taking measures to attract residents;

4.2.6. registration of residents, issuance of Park registration certificate and conclusion of relevant agreements;

4.2.7. lease of Park property to residents;

4.2.8. rendering consulting and other services to residents; taking measures to protect copyright and intellectual property;

4.2.9. organization of expertise of projects to be implemented in the Park territory.

4.2.10. organization of corporate governance systems in the Park in accordance with international standards.

5. Company management bodies

5.1. General meeting

5.1.1. The supreme managing body of the Company is the general meeting of the participants (hereinafter referred to as the "general meeting"). The powers of the General Meeting relating to ANAS are exercised by the Presidium of ANAS.

5.1.2. Powers of the general meeting on issues resolved by ANAS are as follows:

- determination of lines of development of the Company;

- election of the Supervisory Board of the Company;

- determination of the structure, the number of employees and the wage system of the Company and approval of the cost estimate;

- establishment of (collegiate or self-governing) executive bodies of the Company, definition and premature termination of its powers;

- appointment and dismissal of the head of the executive body, his deputies, representatives and affiliates, as well as heads of affiliated societies;

- approval of annual reports, accounting balances, profit and loss accounts, distribution of profits and losses of the Company;

- taking a decision on the conclusion of an agreement (specific transaction) of more than twenty-five per cent of the value of the net assets of the Company, as well as on the conclusion of a transaction, which constitutes five per cent and more of the Company's assets with the person concerned, according to the opinion of an independent auditor;

5.1.3. The exclusive competence of the general meeting on the issues addressed by the Committee shall include the following:

- approve the Charter, structure, volume of the charter capital of the Company and changes to it;

- permit the establishment or liquidation of the management, representation and affiliates of the Company, establishment, reorganization or liquidation of affiliated companies;

- permit pawning of (immovable and movable) public property and registration of these transactions;

5.1.4. The Committee addresses the issues set forth by the Company on the basis of proposals of the ANAS in accordance with subparagraph 5.1.3 of this Charter.

5.1.5. The general meeting may be regular and extraordinary.

5.1.6. When the Company consists of one participant, the decisions on issues within the competence of the general meeting of the Company shall be made by the same participant individually and formalized in writing.

5.1.7. The general meeting on the results of the annual activity of the Company shall be convened by the Director of the Company no later than four months after the end of the financial year. A written notice must be sent to the participant at least 3 (three) working days before the date of the general meeting. The notice on convening the general meeting shall indicate the name and location of the Company, the date of the general meeting, time, address, agenda and procedure for familiarization with materials of the general meeting agenda.

5.1.8. Extraordinary general meeting shall be convened on the initiative of the director, as well as by the supervisory board, or at the request of at least one-tenth of all votes, in accordance with the procedure laid down in subparagraph 5.1.7 of this Charter.

5.1.9. Extraordinary General Meeting of the Company, which is in the process of liquidation, shall be convened by the liquidation commission in accordance with the procedure laid down in subparagraph 5.1.7 of this Charter.

5.1.10. Decisions on amendments and additions to the Charter and charter capital, the value of non-cash contributions to charter capital, formation of governing bodies, reorganization or liquidation of the Company shall be made by the unanimous decision of all founders, and other issues by a simple majority of votes.

5.2. Supervisory Board

5.2.1. The Supervisory Board (hereinafter referred to as the “Board”) is the body which exercises control over the activities of its executive body during the period between its meetings.

5.2.2. The Board shall consist of 5 members. Members of the Board shall be appointed by ANAS for 5 years. They can be reassigned for a new term;

5.2.3. The head of the executive body cannot be a member of the Board.

5.2.4. The Chairman of the Board shall be elected by the members of the Board among the members of the Board. The Chairman of the Board shall be in charge of the Board;

5.2.5. Meetings of the Board may be regular or extraordinary;

5.2.6. The regular meetings of the Board shall be convened at least once every three months by the Chairman of the Board;

5.2.7. The extraordinary meetings of the Board shall be convened by the Chairman of the Board at the request of the Board members whenever the interests of the Company require to do so;

5.2.8. If the number of members of the Board decreases by half, new members shall be appointed to the Board within 30 (thirty) calendar days;

5.2.9. The Board meetings shall be convened by the Chairperson of the Board upon notification of the Members 3 (three) calendar days prior to the date of the meeting with indication of the place and time of the meeting. The meeting shall be considered valid, if attended by more than half of the members of the Board;

5.2.10. At the Board's meeting, each member shall have one vote and decisions shall be made by a simple majority of votes. Members shall not be allowed to abstain during voting. In case of equal votes, the voice of the Chairman of the Board shall be decisive;

5.2.11. Upon conclusion of the Board meeting, minutes of meeting shall be drawn up reflecting the place, time, attendance, and agenda of the meeting, summary of speeches, voting results and decisions. The minutes shall be signed by the Chairman and Secretary of the Board.

5.2.12. An internal auditor shall be appointed for the organization of audits in the Company.

5.2.13. The internal auditor shall function under the supervision of ANAS and in co-operation with the Company's management monitor the effectiveness of the Company's internal control and risk management systems.

5.2.14. Standards and regulations of the internal auditor's activity shall be based on the Law of the Republic of Azerbaijan "On Internal Audit", normative documents of ANAS, relevant normative acts of the Central Bank and international internal audit standards;

5.2.15. To verify the accuracy of the annual financial report, the Company may, with the approval of ANAS, engage every year a professional auditor, who is not affiliated with the Company, or its founders for property interests.

5.3. Executive body of the Company

5.3.1. The current management of the company's activities shall be carried out by the director, who is the sole executive body. The positions of director’s deputies can be defined in the structure of the Company.

5.3.2. The Director is fully responsible for the results of all activities of the Company. He operates without a power of attorney on behalf of the enterprise, carries out operative management of the Company, represents the Company in respect of third parties, including the court, prepares documents for the approval of the general meeting, enters into transactions on behalf of the Company, signs official documents, appoints, redeploys and dismisses employees of the Company, imposes orders t encourage and reprimand them. Exercises other powers not related to the powers of the General Meeting and the Supervisory Board under the Law and the Charter of the Company.

5.3.3. The Director, his deputies, the chief accountant of the Company and the internal auditor of the Company shall be appointed and dismissed by ANAS. Heads of the Company, as well as other employees, shall be appointed and dismissed independently by the Director of the Company.

6. Creation of the Company property

6.1. The property of the Company shall be created from its fixed assets and operating assets, including other values reflected in the independent balance of the Company, except for individual types of property, which may not belong to legal entities in accordance with the legislation.

6.2. The sources of the property of the Company shall be as follows:

- state property given for use in order to provide economic activity;

- income from free economic activity;

- bank and other loans;

- other sources not prohibited by the legislation of the Republic of Azerbaijan.

6.3. State property made available to the Company shall be used only for the purposes of the Charter of the Company.

6.4. The property of the Company shall be entirely state-owned. No registrable encumbrances can be identified on the Company’s property (in kind or in money) at the State Register of Immovable Property without sanction of the Committee.

7. Planning, accounting and reporting of the Company's business

7.1. The Company shall plan its activities independently, taking into consideration the need for the work it performs and services it provides, and shall identify the development prospects as well as the need for social development.

7.2. The Company shall keep books and maintain routine accounting, statistical reporting, draw up a balance sheet in the manner and form specified by the legislation, in accordance with the results of its activity.

7.3. The fiscal year of the Company shall begin upon registration of the Company and expire on 31 December of that year. The next fiscal year shall start on 1 January and end on 31st December.

8. Insurance

Insurance of property, production, financial and other risks of the Company shall be carried out at its sole discretion, provided that compulsory insurance is not envisaged by the legislation of the Azerbaijan Republic.

9. Taxation

The Company shall pay the taxes provided for by the legislation of the Azerbaijan Republic.

10. Labor relations

10.1. Recruitment and dismissal issues in the Company, including labor, wages, compensation shall be regulated by the labor law.

10.2. Salaries, Company employees’ social security issues, and granting leave shall be settled in accordance with the legislation on the basis of employment agreements concluded with each employee.

11. Social Insurance and Social Security

Social insurance and social security of employees of the Company is regulated by the Legislation of the Azerbaijan Republic.

12. Reorganization and liquidation of the Company

The reorganization and liquidation of the Company shall be carried out by the President of the Republic of Azerbaijan.

13. Other provisions

13.1. Other issues related to the activity of the Company, but not regulated by this Charter, are regulated in accordance with the requirements of the legislation of the Azerbaijan Republic.

13.2. Changes to the Charter (amendments (additions) to the charter) shall come into force from the moment of its state registration.

13.3. In future, if any provision of this Charter conflicts with the law, the provisions of the law shall apply.

CHARTER

Axtar