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LAW OF THE AZERBAIJAN REPUBLIC

of July 14, 2026 No. 452-VIIQD

About modification of the Labor code of the Azerbaijan Republic, the Civil code of the Azerbaijan Republic, the laws of the Azerbaijan Republic "About currency control", "About investment funds" and "About the security market"

Millie Majlis of the Azerbaijan Republic, being guided by Items 10, of 12, of 13, of 15, of 16, 20 and 27 parts I of article 94 of the Constitution of the Azerbaijan Republic, decides:

Article 1. In the Labor code of the Azerbaijan Republic (The collection of the legislation of the Azerbaijan Republic, 1999, No. 4, Article 213 (volume I); 2024, No. 1, Article 6, No. 4, Article 365, No. 7, Article 744, No. 8, Article 934; 2025, No. 1, Articles 1, 16, No. 2, article 96, No. 4 (book I), Article 322, No. 7, Articles 606, 608; 2026, No. 1, Articles 8, 16, No. 2, Article 110, No. 3, Article 209, No. 4, Articles 295, 300; The Laws of the Azerbaijan Republic No. 394-VIIQD of April 27, No. 401-VIIQD of May 1, 2026 and No. 417-VIIQD of June 5, 2026) to make the following changes:

1.1. To add Item 7-1 of the following content to Article 3:

"7-1. The agreement on the plan of participation of the worker in share capital (shares) - the free standing agreement regulating the questions connected with provision to the worker of shares (share capital) of the company on favorable terms or gratuitously or recognition of the right to their acquisition (purchase) in the future at the initiative of the founder (participant) of the commercial legal entity or the employer based on the powers conferred to them";

1.2. Add Articles 7-1 and 76-1 of the following content:

"Article 7-1. Terms of the contract about equity of the worker in share capital

7-1.1. In the agreement on equity of the worker in the share capital signed between the founder or the employer and the worker for share transfer (shares) in complete property of the worker one of the following special conditions can be established:

7-1.1.1. Condition, time-dependent: the right to the share (share) becomes effective in parts or in full after term provided that the worker is in employment relationships with the employer during the term determined by the parties;

7-1.1.2. The condition depending on goal achievement: the right to the share (share) becomes effective provided that the worker or the commercial legal entity achieves particular purposes in the activities.

7-1.2. The parties are specified in the agreement on equity of the worker in share capital of the basis for termination of employment relationships according to Article 76-1.1 of this Code "By them can determine effects of acquisition or not acquisition of the share rights (share)".

Article 76-1. Influence of termination of employment relationships on the agreement on the plan of participation of the worker in shares (shares)

76-1.1. In case of termination of employment relationships with the worker under the agreement on the plan of participation of the worker in shares (shares) different consequence in law for the worker's rights to the acquired shares (shares) or shares (share), depending on the bases for such termination can be provided.

76-1.2. In cases of termination of the employment contract according to Article 69, Article Items "and", "b", "g" and "e" 70, Article 73, the Items "and", "b", "v", "g", "e" and "e" of the first part of Article 74 of this Code, all or part of the rights of the worker to not redeemed share (share capital) are considered acquired, or the acquired shares (share capital) are transferred to the commercial legal entity or the founder on their fair market value. (Participant) can be shall back sell.

76-1.3. In cases of termination of the employment contract according to Article Items "with" and "c" 70, the Items "c" and "f" of the first part of Article 74 of this Code, the agreement on the plan of participation of the worker in share capital can provide consequence in law concerning loss by the worker of the rights to all not redeemed shares or resale of the redeemed shares to the commercial legal entity or the founder (participant) at nominal or lower price.

1.3. To add part to Article 154 4 following of content:

"4. "Shares (shares) acquired according to requirements of the agreement on the plan of participation of the worker in shares (shares) do not join in the salary and are not paid as compensation for the salary".

Article 2. In the Civil code of the Azerbaijan Republic (The collection of the legislation of the Azerbaijan Republic, 2000, No. 4 (the Book I), Article 250 (volume I); 2024, No. 2, Article 138, No. 4, article 365, No. 5 (Book I), Article 493, No. 7, article 744, No. 12 (Book I), Article 1281; 2025, No. 1, Article 17, No. 3, article 216, No. 4 (Book I), Articles 315, 318, No. 6, Articles 523, 524, 536, No. 7, Articles 610, 626, No. 8, Articles 738, 741, 743, 744, No. 11, Article 1004; 2026, No. 1, Article 2, No. 3, Article 208; The Law of the Azerbaijan Republic No. 413-VIIGD of May 26, 2026) to make the following changes:

2.1. Add Article 61.7-1, 64. 10, 65-1, 65-2 and 88.3 of the following content:

"61.7-1. In case, stipulated in Article 404-4.3 of this Code, payment requirements of the investor under the agreement on future share (share capital) are met after requirements of other unsecured creditors of the legal entity, but before transfer (distribution) of residual property to members (shareholders) of the legal entity.

"64.10. Contrary to requirements of Articles 90.4 and 104.1 of this Code, the charter of business company can authorize the board of directors (supervisory board) to make decisions on distribution of new shares or share issue which upper limit is previously provided by the charter, but conditions (the rights, privileges and restrictions) which are not determined yet, without convocation of general meeting of founders (participants). Conditions of release of these shares (shares) are determined by the solution of the board of directors (supervisory board), and changes of the charter in this respect are subject to state registration according to the procedure, established by the law".

Article 65-1. Charter

65-1.1. Members of limited liability company or shareholders of joint-stock company, and also in cases when participation performed by the obligations following from the charter, among themselves is necessary or can sign the charter determining the procedure of the corporate laws and questions connected with providing and management of activities of the company with the company. Under the charter these subjects shall perform the rights in a way established by the charter or abstain (to refuse) their implementation.

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