“Approved”
Financial Markets Supervisory Authority
of the Republic of Azerbaijan
Resolution № 1851100010
8 October 2018
Acting Chairman of the Management Board
_______________________
Ibrahim Alishov

Regulations on determining actions for resolution of insolvent banks and holding an auction

1. General provisions

1.1. These Regulations have been prepared in accordance with Articles 57-6.1, 57-6.3, 57-7.2, 57-7.4 and 57-8.4 of the Law of the Republic of Azerbaijan "On Banks" (hereinafter referred to as the “Law”) and, within the framework of the resolution actions, determine the rules for choosing a buyer bank for the transfer of assets
and liabilities of the insolvent bank and for holding an auction for the sale of the insolvent bank and a bridge bank, as well as requirements to the investor and the buyer bank.

2. Definitions

2.1. The terms used in these Regulations have the following meanings:
2.1.1. Information Center – a center located under an insolvent bank or bridge bank and containing information about an insolvent bank or bridge bank, as specified in Annex 1 to these Regulations;
2.1.2. Auction Committee – a committee that ensures the organization and conduct of the auction, determined by these Regulations.
2.2. Other terms used in these Regulations shall have the meanings given in the Law.

3. Determination of action with respect to resolution of the insolvent bank

3.1. The temporary officer shall develop an action plan addressing the method, conditions, economic substantiation and periods of resolution based upon financial indicators of the insolvent bank and submit to the Financial Market Supervisory Authority (hereinafter referred to as the Authority) together with an assessment report within 30 calendar days at latest starting from the day following the day of his / her appointment. The temporary administrator shall choose the resolution method on the basis of the "Rules for substantiation of expenses for the selection of any of the resolution actions and their comparative analysis" approved by the Authority.
3.2. The relevant structural unit of the Authority, performing the function of bank resolution shall submit the action plan together with its opinion to the Management Board of the Authority within 5 (five) calendar days after the submission of the action plan. If the Management Board does not agree with the action plan, it shall return the action plan to the relevant structural unit of the Authority, which performs the function of bank resolution, for amendments or changes. If the Management Board agrees with the action plan, it shall make a decision on approval of the action plan within the period specified in Article 57-5.1 of the Law.
3.3. If the method of resolution chosen in the action plan causes the revocation of the bank's license, the action plan shall be approved in coordination with the President of the Republic of Azerbaijan.1
3.4. When a decision is made to approve the action plan and the action plan includes another method of resolution, except for the liquidation of the insolvent bank, the Auction Committee shall begin the auction process to implement the decision.
3.5. If the period from the date of preparation of the assessment report to the date of the auction is more than 3 (three) months, the assessment shall be carried out again.

4. Buyer bank and requirements to the investor

4.1. The buyer bank participating in the auction shall be a sound bank.
4.2. A sound bank shall meet the following requirements:
4.2.1. the bank's management system shall meet the requirements for corporate governance and risk management set by the Authority;
4.2.2. the minimum amount of the bank's aggregate capital and its adequacy ratio shall comply with the requirements of the normative acts of the Authority;
4.2.3. after acquiring the assets and liabilities of the insolvent bank, the minimum amount of aggregate capital and its adequacy ratio must comply with the requirements of the normative acts of the Authority;
4.2.4. shall be able to fulfill its obligations to depositors and creditors;
4.2.5. in case of a foreign bank, shall have an opinion from the banking supervisory authority about its compliance with prudential standards set by the banking supervisory authority of the country of registration, as well as compliance of the minimum amount of its aggregate capital and adequacy ratio with the requirements
established by the banking supervisory authority of the country of registration, after the acquisition of assets and liabilities of the insolvent bank.
4.3. The investor participating in the auction shall meet the following requirements:
4.3.1 shall be a person with civic integrity (if a legal entity, individuals with significant participation shares and heads of governing bodies);
4.3.2 the financial condition of the investor shall be sufficient to capitalize the acquired bank in accordance with the requirements of the Authority.
4.4. The following persons cannot participate at the auction as an investor:
4.4.1. employees of the Authority;
4.4.2. employees of the Azerbaijan Deposit Insurance Fund;
4.4.3. external specialists (external auditors and experts) involved in the resolution of the insolvent bank on the basis of a civil law contract;
4.4.4. shareholders and administrators of the insolvent bank;
4.4.5. persons with the status specified in sub-items 4.4.1-4.4.4 of these Regulsations within 1 (one) year prior to the date of the auction;
4.4.6. persons in close kinship with the persons specified in sub-items 4.4.1-4.4.5 of these Regulations (husband (wife), parent, including husband's (wife's) parent, grandfather, grandmother, child, including adopted (adoptive) brother and sister);
4.4.7. legal entities with separate or joint significant participation of the persons specified in paragraph 4.4 of these Regulations.

5. Announcement of the auction and selection of auction participants

5.1. Within 3 (three) working days after the decision of the Management Board of the Authority to approve the action plan on the resolution of the insolvent bank, the announcement of the auction shall be published on the official website of the Authority, as well as in local and international media designated by the Auction Committee. The announcement shall contain the following information:
5.1.1. time and place of the auction;
5.1.2. subject and procedure of the auction;
5.1.3. procedure for registration of participation in the auction and determination of the winner of the auction;
5.1.4. method of the resolution;
5.1.5. general information on the structure of assets and liabilities of the insolvent bank or bridge bank;
5.1.6. list of the documents specified in paragraph 5.2. of these Regulations;
5.1.7. name (surname, name, patronymic name), position, e-mail address, telephone number, fax number of the auction coordinator of the Auction Committee;
5.1.8. the initial selling price of the bridge bank;
5.1.9. the amount and terms of the letter of guarantee;
5.1.10.other information, which disclosure is not prohibited.
5.2. Within 20 (twenty) business days after the announcement of the auction, the buyer bank and (or) investor shall submit the following documents to the Auction Committee to participate at the auction:
5.2.1. if the applicant is a buyer bank, prudential report for the last month in order to determine whether the bank meets the requirements specified in sub-items 4.2.1- 4.2.4 of these Regulations;
5.2.2. if there is a foreign bank applying for participation, a letter from the banking supervision authority of the country of registration confirming that it meets the requirements specified in sub-clause 4.2.5 of these Regulations;
5.2.3. if there is an investor applying for participation:
5.2.3.1. if it is a legal entity, an extract from the state register of legal entities, if it is an individual entrepreneur, an extract from the state register of the population;
5.2.3.2. its financial statements approved by the external auditor for the last 3 (three) years (if an individual entrepreneur, information on income received in the last 3 (three) years, approved by the tax authority);
5.2.3.3. application on civic integrity with a notarized signature certifying compliance with the requirements specified in sub-item 4.3.1 of these Regulations (if an individual or an individual having the significant shares of a legal entity or heads of governing bodies of a legal entity are foreigners, a certificate of criminal record issued by the relevant authorities of the country of residence and legalized in the manner prescribed by law or certified by an apostille);
5.2.3.4. documents confirming the absence of debts on taxes and compulsory state social insurance.
5.2.4. name (surname, name, patronymic name), position, e-mail address, telephone number of the responsible person of the buyer bank or investor who will participate at the auction.
5.3. Documents submitted after the deadline specified in paragraph 5.2. of these Regulations shall not be reviewed by the Auction Committee.
5.4. The documents specified in paragraph 5.2. of these Regulations shall be in the Azerbaijani language, documents prepared in foreign languages shall be translated into the Azerbaijani language and notarized.
5.5. The documents specified in paragraph 5.2. of these Regulations shall be submitted to the Auction Committee together with the application. If the documents are submitted by a legal entity, the application shall be signed by the head of the executive body of the legal entity and stamped with the stamp of the legal entity, and if submitted by an individual, the application shall be signed by the individual himself/herself or his/her legal representative.
5.6. When the documents specified in paragraph 5.2. of these Regulations are submitted by non-resident individuals and legal entities, they shall be legalized or apostilled in accordance with the legislation.
5.7. Within 3 (three) working days after the date of receiving of the documents, the Auction Committee shall evaluate the application of the buyer bank or investor to participate at the auction and confirm the participation of persons in accordance with the requirements set out in these Regulations.
5.8. The Auction Committee shall consist of not less than 5 (five) members from among the employees of the Authority and other persons appointed by the Management Board of the Authority. It shall be considered valid if more than half of the members of the Auction Committee are present. Decisions of the Auction Committee shall be taken by a simple majority of votes, and in the event of a tie, the vote of the Chairman of the Auction Committee shall be decisive.
5.9. The Auction Committee shall notify all bidders who have applied to participate in the auction by e-mail or postal notification within 1 (one) business day after the date of confirmation of the right to participate at the auction.
5.10. The right to participate in the auction shall be revoked by the Auction Committee in the following cases:
5.10.1. if the distorted information in the submitted documents is subsequently discovered;
5.10.2. in case of violation of the rules of use of the Information Center established by these Regulations;
5.10.3. when a participant declares in writing that he refuses to attend the auction.

6. Analysis of data by auction participants

6.1. Within 30 (thirty) calendar days after the decision on approval of the action plan on the resolution of the insolvent bank, the temporary administrator shall transfer the information and documents on the insolvent bank to the Information Center in electronic and paper form.
6.2. Bidders can get acquainted with information and documents related to the bank at the Information Center in order to analyze the insolvent bank or bridge bank and
get acquainted at place with the state of business loans and real estate used as collateral, fixed assets used in banking and real estate not used in banking. In this case, equal opportunities shall be created for all auction participants.
6.3. Auction participants shall be provided with the opportunity to get acquainted with the documents and information collected in the Information Center from the date of confirmation of their participation to the date of announcement of the auction results.
6.4. Before allowing the review of the items specified in paragraph 6.2 of these Regulations, an agreement on the confidentiality of information of an insolvent bank or bridge bank shall be concluded between the auction participant and the temporary administrator. The agreement shall specify at least the following:
6.4.1. parties of the agreement, their rights and obligations;
6.4.2. the scope of information to be kept confidential;
6.4.3. legislation to be applied in case of dispute;
6.4.4. liability for breach of agreement;

6.5. The response to the request addressed by the auction participant shall be sent by the temporary administrator to all auction participants.

7. Rules for using the Information Center

7.1. The temporary administrator shall establish the Information Center and ensure data updates.
7.2. In addition to the information specified in Annex 1 to these Regulations, the temporary administrator shall ensure that the original or a copy (written or electronic) of the documents related to such information is delivered to the Information Center.
7.3. The temporary administrator shall be responsible for the security of the Information Center.
7.4. The auction participant may not remove the documents or their copies from the Information Center without the written permission of the temporary administrator.
7.5. At least one representative appointed by the temporary administrator shall be in the Information Center when the auction participant attends the Information Center.
7.6. Except for the following persons, access to the Information Center by other persons shall be prohibited:
7.6.1. temporary administrator;
7.6.2. auction participant and (or) its legal representative;
7.6.3. other persons whose entry is authorized in writing by the temporary administrator.
7.7. Access to the Information Center is on weekdays from 09:00 to 18:00. The temporary administrator shall have the authority to change the hours of access to the Information Center.
7.8. The information contained in the Information Center may not be used for any purpose other than the analysis of the insolvent bank for the formation of the bid to be submitted by the auction participant.
7.9. When using the Information Center by the legal representative of the auction participant, he/she shall submit documents confirming his/her identity and representation authority.
7.10. These items shall be allowed in the Information Center: pens, paper, notebooks, calculators, voice recorders, telephones and computers (including laptops and tablets). Large bags or similar items shall not be allowed in the Information Center.
7.11. The bidder shall not connect to the information technology equipment of the Information Center with personal information technology equipment (USB data carrier, disk, printer, computer, telephone and other electronic device) and transmit and copy the data in the Information Center.
7.12. The bidder shall not be allowed to make notes, change, damage or destroy the information and documents presented in the Information Center.
7.13. If it is necessary to obtain additional information that is not available in the Information Center and (or) the original of the document containing the available information, the auction participant may apply in writing to the temporary administrator.

8. Acceptance of bids and holding of auction

8.1. The auction shall be held in two stages.
8.2. In the first stage, no later than 30 (thirty) business days from the date of approval of the right to participate in the auction by the Auction Committee, investors shall submit their bids together with a letter of guarantee (bank guarantee, letter of credit, cash, deposits or other financial assets) to the Auction Committee. Bids shall be opened on the date and time determined by the Auction Committee. Bidders may participate in the opening of bids.
8.3. The bidder shall submit a price offer according to the resolution method specified in sub-item 5.1.4 of these Regulations.
8.4. In case of non-submission of bids by the bidders to the Auction Committee, the Auction Committee shall organize a re-auction within 30 (thirty) calendar days, provided that it is not more than once.
8.5. In case of force majeure event (occurring regardless of the will of the parties) during the auction process, the Auction Committee shall cancel the auction and decide to re-evaluate and hold a new auction as soon as possible.
8.6. Bids submitted by bidders shall be evaluated by the Auction Committee within 2 (two) working days after the expiration of the period specified in paragraph 8.2 of these Regulations. The evaluation shall compare the cost of the bids submitted by the bidders with the cost of liquidation of the insolvent bank. The comparison shall
be made on the basis of the "Rules for substantiation of expenses for the selection of any of the resolution actions and their comparative analysis" approved by the Authority.
8.7. If the cost of the submitted resolution action is less than the liquidation cost of the insolvent bank, the bid shall be passed by the Auction Committee to the second stage of the auction.
8.8. If only one bidder passes the first stage, then he shall be declared the winner of the auction.
8.9. In the second stage, a re-auction shall be organized among the participants who have passed the first stage, and the holder of the best bid shall be the winner of the auction according to the decision of the Auction Committee.
8.10. A separate protocol shall be drawn up on the results of both stages of the auction and the protocol shall be signed by the members of the Auction Committee.
8.11. Within 10 (ten) business days from the date of declaring the winner of the auction, an agreement on transfer of assets and liabilities or purchase of shares shall be concluded between the participant who was declared the winner of the auction and the temporary administrator. This period may be extended by the Authority for an additional 10 (ten) working days upon the recommendation of the temporary administrator. When an auction is held for the sale of a bridge bank, an agreement on the purchase of shares of the bridge bank shall be concluded between the Authority and the winner of the auction.
8.12. The asset and liability transfer agreement shall include at least the following:
8.12.1. rights and obligations of the parties;
8.12.2. information on assets and liabilities transferred from the insolvent bank to the buyer bank;
8.12.3. term and duration of transfer.
8.13. The share purchase agreement shall specify at least the following:
8.13.1. rights and obligations of the parties;
8.13.2. the investor's obligation to bring the insolvent bank or bridge bank into compliance with the prudential requirements established for banks within a certain period of time;
8.13.3. terms of cancellation of the agreement in case of inability of the investor to fulfill the obligation on capitalization and (or) restoration of solvency of the insolvent bank, as well as stabilization of banking operations.
8.14. If the winner of the second stage of the auction refuses to sign an agreement on the transfer of assets and liabilities or the purchase of shares, the participant who submitted the highest second bid in the second stage of the auction shall be declared the winner of the auction.
8.15. Within 1 (one) business day after the date of determining the winner of the auction, the Auction Committee shall inform the auction participants about the results of the auction by electronic and postal notification.
8.16. The Auction Committee shall determine the amount of guarantee at the auction not exceeding 10 (ten) percent of the liabilities of the insolvent bank or bridge bank. The term of the letter of guarantee shall not be less than 3 (three) months.
8.17. The letters of guarantee of the losing participants shall be invalid within 15 (fifteen) calendar days after the conclusion of the contract on transfer of assets and liabilities or purchase of shares with the participant who was declared the winner of the auction.
8.18. If the winning bidder refuses to sign the contract for the transfer of assets and liabilities or the purchase of shares, as well as if the bidder who passed the second stage withdraws from the auction without disclosing the auction results, the Auction Committee may apply the requirements with respect to the letter of guarantee within the period specified in paragraph 8.16 hereof.

Annex 1 to the Regulations
on determining actions for resolution of
insolvent banks and
holding an auction

1. List of information transferred to the Information Center on insolvent bank and bridge bank

Table 1. Liquid assets

Table 2. Interbank credit requirements

Table 3. Immovable property

Table 4. Loan portfolio

1 ISIN (International Securities Identification Number) – Qiymətli kağızların beynəlxalq identifikasiya nömrəsi.

Table 6. Transport vehicles

Table 7. Technical equipment

Table 8. Intangible assets

Table 9. Deposit portfolio

LIST OF USED SOURCE DOCUMENTS

1. Resolution No.18051000017 of the Financial Markets Supervisory Authority of the Republic of Azerbaijan dated 20 December 2018.

LIST OF AMENDMENTS AND ADDITIONS MADE TO THE RESOLUTION

1 Paragraph 3.3 of the “Regulations on determining actions for resolution of insolvent banks and holding an auction” was deleted by the Resolution No. 18051000017 of the Financial Markets Supervisory Authority dated 20 December 2018.