Guided by Article 5, Part II, Clause 22 and Article 30 of the Constitution of the Nakhchivan Autonomous Republic, for the purpose of reorganization of the public legal entity “N-Telekom” and the public legal entity “Nakhchivanpocht” under the Ministry of Digital Development and Transport of the Nakhchivan Autonomous Republic, I hereby decide:
1. The public legal entity “N-Telekom” under the Ministry of Digital Development and Transport of the Nakhchivan Autonomous Republic (hereinafter referred to as the Ministry) shall be reorganized into “Nakhchivan Telecom” Limited Liability Company.
2. The exercise of the powers of the general meeting of “Nakhchivan Telecom” Limited Liability Company (hereinafter referred to as “Nakhchivan Telecom”) shall be entrusted to the following:
2.1. To the Cabinet of Ministers of the Nakhchivan Autonomous Republic:
2.1.1. Reorganization and liquidation of Nakhchivan Telecom;
2.2. To the Ministry of Economy of the Nakhchivan Autonomous Republic:
2.2.1. To grant consent to the establishment or liquidation of representative offices and branches of Nakhchivan Telecom, the establishment, reorganization or liquidation of subordinate legal entities;
2.3. To the Ministry:
2.3.1. To appoint and dismiss the head of the executive body of Nakhchivan Telecom and his deputy (deputies) in agreement with the Cabinet of Ministers of the Nakhchivan Autonomous Republic;
2.3.2. To approve the charter of Nakhchivan Telecom and determine the amount of the authorized capital, and to change them in agreement with the Ministry of Economy of the Nakhchivan Autonomous Republic;
2.3.3. To determine the structure, number of employees and salary system of Nakhchivan Telecom in agreement with the Cabinet of Ministers of the Nakhchivan Autonomous Republic;
2.3.4. Approval of the cost estimate of Nakhchivan Telecom;
2.3.5. Establishment, reorganization or liquidation of legal entities (subsidiaries and dependent companies) under Nakhchivan Telecom in agreement with the Ministry of Economy of the Nakhchivan Autonomous Republic;
2.3.6. Establishment of executive bodies of Nakhchivan Telecom, determination of their powers and early termination of their powers;
2.3.7. Election of the supervisory board of Nakhchivan Telecom and early termination of its powers;
2.3.8. Determination of the development directions of Nakhchivan Telecom;
2.3.9. Approval of annual reports and financial statements of Nakhchivan Telecom, distribution of its profits and losses;
2.3.10. Adoption of a decision on the conclusion of a transaction (specially significant transaction) exceeding 50 (fifty) percent of the value of Nakhchivan Telecom's net assets, as well as a transaction with a relevant person, the value of which, according to the opinion of an independent auditor, constitutes 5 (five) percent or more of Nakhchivan Telecom's assets;
2.3.11. Establishment or liquidation of Nakhchivan Telecom's representative offices and branches in agreement with the Ministry of Economy of the Nakhchivan Autonomous Republic;
2.3.12. Resolution of other issues assigned to the powers of the general meeting by the Civil Code of the Republic of Azerbaijan, except for those specified in this Decree.
3. The public legal entity "Nakhchivanpost" subordinate to the Ministry shall be reorganized by transforming into "Nakhchivanpost" Limited Liability Company (hereinafter referred to as "Nakhchivanpost").
4. The exercise of the powers of the general meeting of Nakhchivanpost shall be entrusted to the following:
4.1. To the Cabinet of Ministers of the Nakhchivan Autonomous Republic:
4.1.1. Reorganization and liquidation of Nakhchivanpost;
4.2. To the Ministry of Economy of the Nakhchivan Autonomous Republic:
4.2.1. Approval of the establishment or liquidation of representative offices and branches of Nakhchivanpost, establishment, reorganization or liquidation of subordinate legal entities;
4.3. To the Ministry:
4.3.1. Appointment and dismissal of the head of the executive body of Nakhchivanpost and his deputy (deputies) in agreement with the Cabinet of Ministers of the Nakhchivan Autonomous Republic;
4.3.2. Approval of the charter of Nakhchivanpost and determination of the amount of authorized capital, their change, in agreement with the Ministry of Economy of the Nakhchivan Autonomous Republic;
4.3.3. Determination of the structure, number of employees and salary system of Nakhchivanpost in agreement with the Cabinet of Ministers of the Nakhchivan Autonomous Republic;
4.3.4. Approval of the cost estimate of Nakhchivanpost;
4.3.5. Establishment, reorganization or liquidation of legal entities (subsidiaries and dependent companies) under Nakhchivanpost in agreement with the Ministry of Economy of the Nakhchivan Autonomous Republic;
4.3.6. Establishment of executive bodies of Nakhchivanpost, determination of their powers and early termination of their powers;
4.3.7. Election of the supervisory board of Nakhchivanpost and early termination of its powers;
4.3.8. Determination of the development directions of Nakhchivanpost;
4.3.9. Approval of annual reports and financial statements of Nakhchivanpost, distribution of its profits and losses;
4.3.10. Adoption of a decision on the conclusion of a transaction (specially significant transaction) exceeding 50 (fifty) percent of the value of Nakhchivanpost's net assets, as well as a transaction with a relevant person, the value of which, according to the opinion of an independent auditor, constitutes 5 (five) percent or more of Nakhchivanpost's assets;
4.3.11. Establishment or liquidation of Nakhchivanpost's representative offices and branches in agreement with the Ministry of Economy of the Nakhchivan Autonomous Republic;
4.3.12. Resolution of other issues assigned to the powers of the general meeting by the Civil Code of the Republic of Azerbaijan, except for those specified in this Decree.
5. The Cabinet of Ministers of the Nakhchivan Autonomous Republic:
5.1. To prepare proposals on the harmonization of the acts of the Chairman of the Supreme Assembly of the Nakhchivan Autonomous Republic with this Decree within two months and submit them to the Chairman of the Supreme Assembly of the Nakhchivan Autonomous Republic;
5.2. To ensure the harmonization of the normative legal acts of the Cabinet of Ministers of the Nakhchivan Autonomous Republic with this Decree within two months and to inform the Chairman of the Supreme Assembly of the Nakhchivan Autonomous Republic about its implementation within three months;
5.3. To monitor the harmonization of the normative legal acts of the central executive authorities with this Decree and to inform the Chairman of the Supreme Assembly of the Nakhchivan Autonomous Republic about its implementation within three months.
6. The Ministry:
6.1. To approve the charters of Nakhchivan Telecom and Nakhchivanpost within one month in agreement with the Ministry of Economy of the Nakhchivan Autonomous Republic, to ensure the formation of initial authorized capitals and to resolve the issues of material and technical support for the organization of their activities;
6.2. To take measures for the state registration of Nakhchivan Telecom and Nakhchivanpost within 3 (three) days after the approval of their charters in accordance with the Law of the Republic of Azerbaijan “On State Registration and State Register of Legal Entities”;
6.3. resolve other issues arising from this Decree.
7. The Ministry of Justice of the Nakhchivan Autonomous Republic shall ensure the harmonization of the normative legal acts of the central executive authorities and acts of a normative nature with this Decree and inform the Cabinet of Ministers of the Nakhchivan Autonomous Republic.
First Deputy Chairman of the Supreme Assembly of the Nakhchivan Autonomous Republic
BAKHTIYAR MAMMADOV
Nakhchivan city, August 08, 2025