1. General provisions

1.1. This Guideline has been developed in line of the appeals received by the Central Bank of the Republic of Azerbaijan (hereinafter - the Central Bank) in connection with the possibility of holding an online general meeting of shareholders (hereinafter - the general meeting) online in emergency cases, including the pandemic.
1.2. This Guideline determines minimum recommendations with respect to remote (online) general meetings.
1.3. Joint-stock companies functioning in the Republic of Azerbaijan are recommended to adopt internal rules on organization, holding and decision making of online general meetings taking into account the Civil Code of the Republic of Azerbaijan, as well as the requirements of the Laws of the Republic of Azerbaijan on Banks, on Insurance Activity, on the Securities Market and other laws and the present Guideline.
1.4. This Guideline does not apply to general meetings held by absentee balloting in accordance with the Civil Code of the Republic of Azerbaijan
1.5. This Guideline does not rule out the requirements of the legislation on the organization, holding, decision-making and formalization of results of regular and extraordinary general meetings.

2. Conducting the general meeting remotely (online)

2.1. The following conditions should be met when the general meeting is to be held online:
2.1.1. the equal participation right of shareholders in the general meeting is ensured;
2.1.2. the notification sent to the shareholders on convening the general meeting includes information on the online platform (program), where the general meeting will be organized and video recording of the general meeting, other necessary information on the online general meeting, including the link for joining the general meeting (if not possible, information on sending the link additionally), hardware and software requirements identified to prevent possible technical problems, as well as clearly stated instructions for using the platform;
2.1.3. prior to the general meeting, the software that allows shareholders to continuously monitor the progress of the general meeting and general compatibility of the platform is checked;
2.1.4. the information on online convening of the general meeting by issuers whose securities are placed by public offering and traded in a regulated market is disclosed in the ‘Electronic Data Disclosure System’ on the official website of the Central Bank in accordance with the law;
2.1.5. non-stop technical support is provided during the general meeting;
2.1.6. a shareholder or a representative, where a shareholder participates in the general meeting through his/her authorized representative, is identified;
2.1.7. during the general meeting, shareholders are provided with the opportunity to express their views in writing or verbally, in light of technical capabilities of the software;
2.1.8. the method of voting at the general meeting is determined in advance and explained to the shareholders accordingly. Accurate and unconditional expression of shareholder's attitude to the issue on the general meeting agenda (in favor, against, neutral) is ensured;
2.1.9. voting can be organized in several ways - according to technical capabilities of the online platform where the general meeting is organized, within the very platform (by means of various response functions, by chat or other predefined method) or through an additional survey link;
2.1.10. the online general meeting, including the voting process is video recorded and archived under the legislation;
2.1.11. minutes of the general meeting of shareholders state that the general meeting was held online.
2.2. in case the online general meeting is not planned in advance or the link cannot be provided in the notification, the information provided for in Item 2.1 herein and the link is delivered to shareholders within a reasonable time prior to the general meeting day.