CHARTER of “MIDA” Limited Liability Company

1. General provisions

1.1. “MIDA” Limited Liability Company, hereinafter referred to as “Company” has been established with a view to improving construction of apartment houses in the Republic of Azerbaijan, creating conditions for citizens of the Republic of Azerbaijan to acquire apartments on preferential terms, and organizing and ensuring efficient use of financial facilities allocated for the construction of apartment houses.
1.2. All shares of the Company belong to the state.
1.3. In its activities, the Company shall be guided by the Constitution of the Republic of Azerbaijan, international agreements supported by the Republic of Azerbaijan, civil, land, town-building and construction codes and laws of the Republic of Azerbaijan, decrees and resolutions of the President of the Republic of Azerbaijan, decisions and resolutions of the Cabinet of Ministers of the Republic of Azerbaijan, other normative legal acts and this Charter, as well as decisions of the State Housing Development Agency under the president of the Republic of Azerbaijan.
1.4. The Company shall be operating being subordinated to the State Housing Development Agency under the president of the Republic of Azerbaijan (hereinafter referred to as “Agency”).
1.5. Official name of the Company is:
1.5.1. full description– “MIDA” Limited Liability Company;
1.5.2. in short– “MIDA” LLC.
1.6. The Company is a legal entity, has its independent balance, settlement accounts and other accounts at banks.
1.7. The Company has its separate property and shall be responsible for its obligations with this property. The Company shall have the right to conclude bargains, acquire on its own behalf property and non-property rights, exercise such rights, hold positions, and act before court both in the capacity of a claimant and a respondent.
1.8. The Company shall have a seal, appropriate stamps and letter-headed papers with the names of the Agency and the Company depicted on.
1.9. The state shall not be responsible for the Company’s obligations, and shall assume risks, for damage associated with its activities, to the extent of the value of the property given to the Company.
1.10. The Company shall carry out its activities on the land plots allotted for its disposal and also on land plots its acquires on the basis of civil and legal transactions concluded, and shall order building of construction objects on such land plots.
1.11. The Company is located in the city of Baku. 

2. Purpose and directions of the Company’s activity:

2.1. The primary objective of the Company’s activity shall be ensuring construction of apartment houses in a modern architectural style, meeting the environmental and energy-saving requirements, in order to meet the needs of the citizens for a living space by purchasing them on preferential terms, and improve their living conditions, by efficiently using land plots placed at its disposal, acquired under civil and legal agreements and those being a result of its activity, as well as other property.
2.2. The Company shall carry out its activities in the following directions, in accordance with the purpose set out in Clause 2.1 hereof:
2.2.1. order construction of apartment houses and objects of other purposes, of which construction has been stipulated, on residential and public and business zones;
2.2.2. take actions with a view to constructing apartment houses for citizens to be purchased on preferential terms, and financing of such buildings;
2.2.3. with a view to campaigning for and attracting investments, alienate construction objects by paying their price once and for all, taking into account the requirements of Article 49-1 of the Civil Code of the Republic of Azerbaijan, and conclude bargains providing transfer of the land plot into common joint or shared ownership of the investor who has undertaken the construction of a construction object on the same land plot, and burdening for its benefit, through investment competitions;
2.2.4. ensure management of apartment houses constructed for the sale to citizens on preferential terms in accordance with the Civil Code of the Republic of Azerbaijan;
2.2.5. form a unified information system in connection with the issues set out in the 4th section of this Charter and ensure its activity; 

3. Authorized capital and property of the Company

3.1. The Company’s authorized capital shall be 10,000,000 (ten million) Manats.
3.2. The Company’s property shall be formed from the authorized capital paid by the founder, other property given by the founder, from alienation of a property being at its disposal in accordance with the directions of activity, revenues obtained from services provided, and other facilities not prohibited by the legislation.
3.3. Rights of ownership, use and disposal of the land plots placed at the Company’s disposal, and other property, shall relate to the Company.
3.4. The Company may use the property given to it only for the purposes set out in this Charter.
3.5. The Company may dispose of the land plots placed at its disposal, those acquired as a result of its activity, and other property independently, with the consent of the Agency. 

4. Management of the Company

4.1. The Company shall be managed by the General Meeting of the participants, the Supervisory Board and the executive body.

5. Supreme management body of the Company

5.1. Supreme management body of the Company shall be the General Meeting of its participants.
5.2. Matters related to the authorities of the General Meeting of the Company participants shall be solved in accordance with the Decree of the President of the Republic of Azerbaijan on approving this Charter. 

6. Supervisory Board

6.1. The Supervisory Board shall manage general activities of the Company, and inspect them. The Supervisory Board shall consist of 5 members, including the chairman and his deputy. The Supervisory Board, his deputy and other members shall be appointed to and dismissed from positions by the Agency. Term of authority of the Supervisory Board members is 3 years.
6.2. The Supervisory Board shall perform the following authorities:
6.2.1. inform the Agency of the Company’s perspectives of development;
6.2.2. supervise the activities of the director and his deputies, and inspect their activities;
6.2.3. appoint the Supervisory Board’s secretary to and dismiss from the position;
6.2.4. establish rules and conditions of excluding conflict of interests during the Company’s activity, and inspect the execution thereof;
6.2.5. take decisions on the internal rules related to the Company’s activities, management procedures, as well as approval of regulations and charters of the structural divisions, entities included in the structure, and other subordinated entities (legal entities, organizations etc.);
6.2.6. appoint members of the internal audit division to and dismiss from positions;
6.2.7. appoint the external auditor of the Company and accepts audit reports;
6.2.8. submit annual statements, accounting balance sheets, and profit and loss statements to the Agency. 

7. Rules of holding meetings of the Supervisory Board

7.1. Chairman of the Supervisory Board shall convene meetings of the board no less than every three months, and chair such meetings;
7.2. Meetings of the Supervisory Board may be convened at the request of any member of the Supervisory Board, or the director;
7.3. Chairperson of the Supervisory Board, by consulting with the director, shall determine issues to be discussed, and prepare the sitting’s agenda. The agenda of each sitting shall be determined by the chairman of the Supervisory Board, depending on the issues to be discussed.
7.4. Members of the Supervisory Board shall be provided a written notification of the place and time of the sitting, as well as issues entered on the agenda, at least 3 working days beforehand, attaching necessary documents.
7.5. Director shall participate in the meetings of the Board.
7.6. The chairman of the Supervisory Board may invite other persons to participate in the Board’s meetings, at his own initiative or at the request of any member, or director.
7.7. Decisions of the Supervisory Board shall be adopted by a way of open vote, or by simple majority of the votes of the members participating in the meetings. Each member has one vote. In case of tie votes, the chairman’s vote shall be decisive.
7.8. In case of entering issues touching upon the interests of any Supervisory Board member on the agenda of the sitting, such member shall be required to give comprehensive information about his interests associated therewith, and shall not participate in the discussions over such issue. Such board member shall not participate in the voting on this issue, and his participation shall not be taken into account in determining quorum.
7.9. No decision may be taken on issues not included on the agenda, or those issues for which necessary documents have not been submitted before the sitting, with the exclusion of cases where there are agreement of all the members.
7.10. The results of the Board’s meetings shall be made formal by being reflected in the Minutes of the Sitting signed by the members of the Supervisory Board and secretary of the Supervisory Board. If the secretary of the Supervisory Board could not participate in the Board sitting, the chairman of the Supervisory Board shall appoint a person to replace him. The Minutes shall be approved by the Supervisory Board and sent to the director and his deputies.
7.11. The secretary of the Supervisory Board shall be appointed by the chairman of the Supervisory Board, to be chosen from among the employees who are not members of the Supervisory Board, and shall report to the chairman of the Supervisory Board.
7.12. The secretary of the Supervisory Board shall:
7.12.1. arrange meetings of the Board;
7.12.2. inform Board members, as well as persons indicated in Clause 7.5 and Clause 7.6 hereof of the time of holding the Board meetings, at least 3 working days prior to the date of the sitting;
7.12.3. make up the minutes of the Board meetings and present them to the Board members for signature;
7.12.4. prepare draft decisions of the Board and present to the chairman of the Board for review and signature;
7.12.5. ensure that decisions approved by the Board are sent accordingly. 

8. Executive body of the Company

8.1. Director, who is the sole executive body of the Company, and his two deputies shall be appointed to and dismissed from position by the Agency.
8.2. Director shall perform the following authorities:
8.2.1. manage the Company’s day-to-day activities, make distribution of duties among the deputies;
8.2.2. give orders in connection with the Company’s activity and participate in the approval of decisions of the Supervisory Board;
8.2.3. put forward proposals before the Agency with regard to establishment of entities with a status of a legal entity subordinated to the Company (subordinated and subsidiary companies), and reorganization and liquidation thereof.
8.2.4. put forward proposals before the Agency on the amount of financial resources required for the financing of the construction of apartment houses intended for sale to citizens on preferential terms, indicating also its own financial facilities;
8.2.5. shall take the following decisions by agreeing with the Agency, on:
1. use of the land plots placed at its disposal in accordance with the purposes provided herein, in line with the territorial planning documents;
2. in case of no current information available on the construction of apartment houses and other construction objects on the land plots placed at its disposal, and on the results of the engineering and exploration works carried out on that land plots at the state bodies concerned, ordering the performance of these works, designing of the apartment houses to be constructed and other construction objects;
3. issue of securities for the financing of apartment houses to be constructed according to its order;
4. conclusion of contracts with contractors with a view to performing construction works;
5. making agreements with citizens eligible to acquire living spaces in the apartment houses on preferential terms;
6. concluding other transactions providing transfer of the land plots into the common joint or shared ownership of the investor who has undertaken the construction of a construction object on the same land plot based on an appropriate construction project, through investment competitions, or on burdening for its benefit;
7. establishment and liquidation of representative offices and branches of the Company;
8. taking measures for the management of the apartment houses constructed according to its own order, of which apartments are intended for sale to citizens on preferential terms, in accordance with the Civil Code of the Republic of Azerbaijan;
9. sale of the property at its disposal for a market price.
8.2.6. apply to the Agency requesting for a permit for the construction of apartment houses on the land plots placed at the Company’s disposal, and for their exploitation after the construction works are over;
8.2.7. apply to the Agency asking for a permit for the construction of engineering and communicational provision systems and lines to the construction sites where the said buildings will be constructed;
8.2.8. submit to the Agency reports associated with its activities and information to be disclosed to the public;
8.2.9. build international relations and cooperate;
8.2.10. take measures to ensure that state and commercial secrets are kept, and confidentiality regime is followed;
8.2.11. ensure that population is kept informed of its activities, a website is created, public information available, of which list has been defined by the legislation as to be disclosed to the public, is placed on the website, and that such information is updated on a continuous basis;
8.2.12. take actions on the improvement of its structure and activities;
8.2.13. submit to the Supervisory Board proposals and reports on the activity of the Company;
8.2.14. give orders on admission of employees (excluding members of the internal audit group), appointing them to other positions and dismissing from job, as well as taking encouraging and punishment actions in relation to them;
8.2.15. implement decisions of the Supervisory Board;
8.2.16. having prepared information about the issues related to the authorities of the Supervisory Board to take a decision on, present to the Supervisory Board, and report to the Supervisory Board;
8.2.17. make decisions on all other issues not related to the authorities of the General Meeting of the participants and the Supervisory Board;
8.2.18. inform the Supervisory Board of current and operative issues;
8.2.19. take a decision on conclusion of an agreement with a person concerned, with the value up to five percent of the Company’s assets;
8.2.20. send inquiries to state and self-government bodies, individuals and legal entities to receive necessary information (documents);
8.2.21. involve independent experts and specialists to its activities;
8.2.22. issue special bulletins and other publications. 

9. Informing the public

9.1. The Company shall inform the public of its activities through the website, which should be updated on a continuous basis. The following shall be shown in the information:
9.1.1. structural units, communication means and development perspectives;
9.1.2. reports submitted in accordance with this Charter;
9.1.3. samples of contracts;
9.1.4. scope of citizens eligible to acquire apartments on preferential terms;
9.1.5. a building, of which apartments are intended for sale on preferential terms, their address (place of location), number of the apartments, indicating the number of rooms in each building, price set for each square metre of these apartments, sales terms of the apartments depending on the number of rooms, the rule of applying for their acquisition, and amount of monthly payments;
9.1.6. buildings under construction (with uncompleted construction and those not commissioned yet) with apartments intended to be sold on preferential terms, their address (place of location), number of the apartments, indicating the number of rooms in each building, price set for each square metre of these apartments, sales terms of the apartments depending on the number of rooms, the rule of applying for their acquisition, and amount of monthly payments;
9.1.7. amount of the fee to be paid by each person who has got an apartment, depending on the apartment’s square or number of rooms, for the maintenance and repair of the apartment building, of which apartments were sold on preferential terms;
9.1.8. electronic control system (electronic waiting list) applied for succession of the citizens who have applied to get apartment on preferential terms;
9.1.9. information about contractors who have concluded an employment agreement;
9.1.10. general layout of the construction site where a designed apartment building will be constructed, and architectural planning sections;
9.2. The Company may place, in addition to information about its activities indicated in Clause 9.1 hereof, also other information on the official website. 

10. Accounting, statements and control at the Company

10.1. The Company shall keep its accounting and statistical records in accordance with Law of the Republic of Azerbaijan “On Accounting”. The Company shall make up its financial statements in accordance with International Standards for Financial Statements.
10.2. The first financial year of the Company shall start from the date of its official registration and end on December 31 of the same year. The following financial year shall start on the 1st of January and end on December 31 of the same year.
10.3. In order to ensure transparency, the Company shall have to publish annual financial statements, together with an auditor’s opinion, not later than the 30th of April after the financial year ends, in a press organ.
10.4. The Company shall organize its accounting, review the quarterly and annual financial statements of its representative offices and branches, as well as subordinated entities with the status of a legal entity, summarize them, prepare general statement on its financial and economic activity, financial statements, (accounting balance, profit and loss statements, statements on changes in the capital, statement on the movement of cash facilities, accounting policy and records with explanations), and submit them to the Agency, as specified, for approval.
10.5. The Company shall submit its annual financial statements after each financial year ends, together with an auditor’s opinion, to the Finance Ministry of the Republic of Azerbaijan, which performs state regulation in the sphere of accounting.
10.6. Heads of the Company’s Supervisory Board, Executive Body, or members, as well as heads of the Company’s structural divisions (branch, representative office etc.) shall submit information about their and persons’ indicated in Articles 49-1.1.3 and 49-1.1.5 of the Civil Code of the Republic of Azerbaijan acting in the capacity of a person concerned in relation to a bargain made, as well as on the peculiarities of their interests in connection with such bargains, as specified in Articles 49-1.5, 49-1.6 and 49-1.7 of the Civil Code of the Republic of Azerbaijan.
10.7. The Company shall ensure that the financial and economic activity of its representative offices and branches, as well as subordinated entities with the status of a legal entity is inspected. 

11. The Company’s structure, staff schedule and salaries of the employees

The Company’s structure, staff list and salaries of the employees shall be determined by coordinating with the Agency. 

12. Reorganization and liquidation of the Company

Reorganization and liquidation of the Company’s shall be carried out by the President of the Republic of Azerbaijan.

State Housing Development Agency of the Republic of Azerbaijan

© 2021
 

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