1. Meaning of Legislation Administered by the Registrar

Each of the following is Legislation Administered by the Registrar:

• (a) these Regulations and the Rules;
• (b) any other AIFC Regulations or AIFC Rules if the Regulations or Rules declare that they are administered by the Registrar;
• (c) a provision of any other AIFC Regulations or AIFC Rules if the provision gives a Function to the Registrar or relates to the Exercise of a Function given to the Registrar by another provision of the AIFC Regulations or AIFC Rules.

2. Meaning of Subsidiary, Wholly-Owned Subsidiary, Holding Company, and Ultimate Holding Company

(1) A Body Corporate (the first Body Corporate) is a Subsidiary of another Body Corporate (the second Body Corporate) if:

• (a) the second Body Corporate:

(i) holds a majority of the voting rights in the first Body Corporate; or

(ii) is a shareholder of the first Body Corporate and has the right to appoint or remove a majority of the board of Directors or managers of the first Body Corporate; or

(iii) is a shareholder of the first Body Corporate and controls alone, under an agreement with other shareholders, a majority of the voting rights in the first Body Corporate; or

• (b) the first Body Corporate is a Subsidiary of another Body Corporate that is itself a Subsidiary of the second Body Corporate, which is its Holding Company.

(2) A Body Corporate is a Wholly-Owned Subsidiary of another Body Corporate if the first Body Corporate has no shareholders except:

• (a) the second Body Corporate; and
• (b) Wholly-Owned Subsidiaries of, or Persons acting on behalf of, the second Body Corporate or the second Body Corporate’s Wholly-Owned Subsidiaries.

(3) A Body Corporate is the Holding Company of another Body Corporate if the second Body Corporate is a Subsidiary of the first Body Corporate.

(4) A reference to a Holding Company includes a reference to an Ultimate Holding Company.

(5) A Holding Company is a holding Body Corporate that is a Company.

(6) A reference to an Ultimate Holding Company is a reference to a Holding Company that is:

• (a) not itself a Subsidiary of another Body Corporate; and
• (b) the top-most Holding Company of a chain of Bodies Corporate that have a Subsidiary and Holding Company relationship with each other.

(7) In paragraph (a)(i) and (iii), a reference to the voting rights in a Body Corporate is a reference to the rights given to shareholders in respect of their shares, or, for a Body Corporate not having a share capital, on partners, to vote at general meetings of the Body Corporate on all or substantially all matters.

(8) In paragraph 3(1)(a)(ii), the reference to the right to appoint or remove a majority of the board of Directors or managers is a reference to the right to appoint or remove Directors or managers holding a majority of the voting rights at meetings of the board on all or substantially all matters; and for that provision:

• (a) a Body Corporate is taken to have the right to appoint to a directorship or manager position if:

(i) a Person’s appointment to it follows necessarily from the Person’s appointment as Director or manager of the Body Corporate; or

(ii) the directorship or manager position is held by the Body Corporate itself; and

• (b) a right to appoint or remove that is exercisable only with the consent or concurrence of another Person is not to be taken into account unless no other Person has a right to appoint or, as the case may be, remove in relation to the directorship or manager position.

(9) Rights that are exercisable only in certain circumstances may be taken into account only:

• (a) when the circumstances have arisen, and for so long as they continue to apply; or
• (b) when the circumstances are within the control of the Person having the rights;

and rights that are normally exercisable, but are temporarily incapable of exercise, must continue to be taken into account.

(10) Rights held by a Person in a fiduciary capacity must be treated as not held by the Person.

(11) Rights held by a Person as nominee for another Person must be treated as held by the other Person; and rights must be regarded as held as nominee for another Person if they are exercisable only on the other Person’s instructions or with the other Person’s consent or concurrence.

(12) Rights attached to shares held by way of security must be treated as held by the Person providing the security if:

• (a) apart from the right to exercise them for the purpose of preserving the value of the security or of realising it, the rights are exercisable only in accordance with the Person’s instructions; and
• (b) the shares are held in connection with the granting of loans as part of normal business activities and, apart from the right to exercise them for the purpose of preserving the value of the security or of realising it, the rights are exercisable only in the Person’s interests.

(13) Rights must be treated as held by a Body Corporate if they are held by any of its Subsidiaries.

(14) For subsection (12), rights must be treated as being exercisable in accordance with the instructions or in the interests of a Body Corporate if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of:

• (a) any Subsidiary or holding Body Corporate of the first body Corporate; or
• (b) any Subsidiary of a holding Body Corporate of the first Body Corporate.

(15) For this section, the voting rights in a Body Corporate must be reduced by any rights held by the Body Corporate itself.

(16) In subsections (10) to (13) a reference to rights held by a Person include rights falling to be treated as held by the Person under any other provision of those subsections.

3. Provision of information

(1) If any provision of these Regulations, the Rules, or any other Legislation Administered by the Registrar, requires a Company to provide any information to a Shareholder or to any other Person (however expressed), the Company may provide the information either in print or in electronic form if it is accessible in electronic form to the Shareholder or other Person.

(2) To remove any doubt, a Company may, with the consent of a Shareholder, communicate with the Shareholder by electronic means.

4. Definitions for these Regulations

In these Regulations:

Accounting Records means Records and underlying Documents comprising initial and other accounting entries and associated supporting Documents, including, for example, any of the following:

1. (a) cheques;
2. (b) Records of electronic funds transfers;
3. (c) invoices;
4. (d) contracts;
5. (e) the general and subsidiary ledgers, journals entries and other adjustment to the financial statements that are not reflected in journal;
6. (f) worksheets and spreadsheets supporting costs allocations, computations, reconciliations and disclosures.

Acting Law of the AIFC has the meaning given by article 4 of the Constitutional Statute.

AFSA means the Astana Financial Services Authority.

AIFC means the Astana International Financial Centre.

AIFCA means the Astana International Financial Centre Authority.

AIFC Bodies has the meaning given by article 9 of the Constitutional Statute and the document entitled The Structure of the Bodies of the Astana International Financial Centre adopted by the Management Council on 26 May 2016.

AIFC Participants has the meaning given by article 1(5) of the Constitutional Statute.

AIFC Regulations means regulations adopted by the Management Council or the Governor and includes, for example, these Regulations.

AIFC Rules means rules adopted by the Board of Directors of the AFSA, the Board of Directors of the AIFCA or the Governor and includes, for example, the Rules made under these Regulations.

Allotment, of Shares in a Company, means a transaction by which a Person acquires the unconditional right to be included in the Company’s Register of Shareholders as the holder of the Shares.

Annual General Meeting, of a Company, means the General Meeting held by the Shareholders of the Company as an Annual General Meeting.

Annual Return means the annual return required pursuant to section 26 of these Regulations;

Appointed Publications: a notice or other Document is published in the Appointed Publications if either:

1. (a) it is published on a website written in English that is appointed by the Registrar; or
2. (b) it is published in a newspaper published in English with national circulation in the Republic of Kazakhstan and, if different, a newspaper with national circulation in the country where the relevant Company or other Body Corporate has its principal place of business.

Articles of Association, of a Company, means its Articles of Association as originally framed or as amended in accordance with these Regulations.

Auditor, in Part 10 (Accounts, reports and audits), has the meaning given by section 134(1) (Qualification and registration of Auditors).

Beneficial Ownership Register shall be construed in accordance with section 179-4 (Requirements relating to Beneficial Ownership Register).

Body Corporate includes a company or other body corporate incorporated outside the AFC.

Breach includes Contravene.

Commencement Date means 1 March 2019.

Company means a Private Company or a Public Company and, in Part 14 (Powers and Remedies), has the extended meaning given by section 158(1) (Application and interpretation of Part 14).

Company Limited by Shares means a Company incorporated in the AIFC as a Company Limited by Shares.

Connected Person has the meaning given by section 86(4) (Ratification of interest of interest in existing transaction or arrangement).

Constitutional Documents, of a Company, means the Articles of Association of the Company and any other Resolutions and agreements to which section 28 applies (Filing of Special Resolutions and certain other Resolutions and agreements).

Constitutional Statute means Constitutional Statute of the Republic of Kazakhstan of dated 7 December 2015 entitled On the Astana International Financial Centre.

Contravene includes Fail to comply with.

Contravenes these Regulations has the meaning given by section 169 (When does a Person Contravene these Regulations).

Court means the Astana International Financial Centre Court.

Creditor includes a present, prospective or contingent creditor.

Debt Security, of a Company, means a Security of the Company evidencing indebtedness of the Company, whether or not constituting or benefiting from a charge on assets of the Company.

Decision-making Procedures, in relation to the making of a decision by the Registrar, means the procedures prescribed by the Rules that apply to the making of the decision by the Registrar.

Director, in relation to a Company or another Body Corporate, means a Person, by whatever name called, who is:

1. (a) appointed to the position of a director; or
2. (b) appointed to the position of an alternate director, and is acting in that capacity; or
3. (c) not validly appointed as a director but is acting in the position of a director (that is, a de facto director).

Distribution, in relation to a Company, has the meaning given by section 72(7) (Restrictions on Distributions).

Document includes any summons, notice, statement, return, account, order and other legal process, and any register.

Employee, of a Company, means an individual who is appointed or employed by the Company and whose services are provided to, or for the purposes of, the Company, and includes an Officer of the Company. However, with respect to a Director, the Company itself must decide whether its Director is an employee or not. If the former is the case, a contract of employment must be in place.

Employee Share Scheme, in relation to a Company, means a scheme or arrangement for encouraging or facilitating the holding of Shares in the Company by or for the benefit of:

1. (a) the genuine Employees or former Employees of the Company, a Subsidiary or Holding Company of the Company or a Subsidiary of the Company’s Holding Company; or
2. (b) the spouses or minor children or minor step-children of the individuals referred to in paragraph (a).

Employer, in Part 14-2 (Whistleblowing), has the meaning given by section 179-16 (Meaning of Protected Reports, Protected Reporter, Worker, and Employer);

Equity Securities, of a Company, means:

1. (a) Ordinary Shares in the Company; or
2. (b) rights to subscribe for, or to convert other Securities into, Ordinary Shares in the Company.

Exercise a Function includes perform the Function.

Fail includes refuse.

Financial Services Regulator means a financial services regulator designated by the AFSA from time to time under these Regulations.

Foreign Company means a body corporate incorporated in any jurisdiction other than the AIFC.

Foundation has the meaning given in Schedule 1 (Interpretation) of the AIFC Foundations Regulations.

Function includes authority, duty and power.

General Meeting, of a Company, means a meeting of the Company’s Shareholders.

Governing Body means, in the case of:

1. (a) a company, the board of Directors;
2. (b) a Limited Partnership, the general partner;
3. (c) a Non-Profit Incorporated Organisation, the board; and
4. (d) a Foundation, the council.

Governor means the Governor of the Astana International Financial Centre.

Group Merger, in Part 8 (Mergers), has the meaning given by section 113 (Application and interpretation of Part 8).

Guidance means:

1. (a) guidance adopted by the Registrar under section 10(4)(b) (Registrar’s Objectives and Functions); or
2. (b) a standard or code of practice adopted as guidance by the Board of Directors of the AFSA under section 181(5) (Power to adopt Rules etc.).

Holding Company has the meaning given by section 2 of this Schedule.

Incorporator, of a Company (or proposed Company), means a Person to whom Shares in the Company (or proposed Company) are allotted (or are to be alloted) on the incorporation of the Company (or proposed Company).

Inspector means a Person who is appointed by the Registrar under section 159 (Appointment of Inspectors) as an inspector.

Knowingly Concerned in a Contravention of these Regulations has the meaning given by section 170(4) (Involvement in Contraventions of these Regulations).

Legislation Administered by the Registrar has the meaning given by section 1 of this Schedule.

Liability includes any debt or obligation.

Management Council means the Management Council of the Astana International Financial Centre.

Management Council Resolution on AIFC Bodies means The Structure of the Bodies of the Astana International Financial Centre, adopted by resolution of the Management Council on 26 May 2016, as amended by resolution of the Management Council, The Amendments and supplementations to the Structure of the Bodies of the Astana International Financial Centre, adopted on 9 October 2017.

Merged Body, in Part 8 (Mergers), has the meaning given by section 113 (Application and interpretation of Part 8).

Merged Company, in Part 8 (Mergers), has the meaning given by section 113.

Merging Body, in Part 8 (Mergers), has the meaning given by section 113.

Merging Company, in Part 8 (Mergers), has the meaning given by section 113.

New Body, in Part 8 (Mergers), has the meaning given by section 113.

New Company, in Part 8 (Mergers), has the meaning given by section 113.

Nominee Director has the meaning given in section 179-6(4).

Non-Profit Incorporated Organisation means an incorporated organisation registered under the AIFC Non-Profit Incorporated Organisations Regulations.

Objectives, of the Registrar, has the meaning given by section 9(1) (Registrar’s Objectives and Functions).

Officer, of a Company or another Body Corporate, includes any of the following in relation to the Body Corporate:

1. (a) a Director or Secretary;
2. (b) a senior manager;
3. (c) a receiver or a receiver and manager;
4. (d) an administrator of a deed of arrangement;
5. (e) an official manager;
6. (f) a liquidator or provisional liquidator.

Ordinary Resolution, of a Company, means a resolution passed by a simple majority of the votes of the Shareholders (or the Shareholders of the relevant class of Shares) who (being entitled to do so) vote in person or, if proxies are allowed, by proxy, at a General Meeting for which notice specifying the intention to propose the resolution was duly given, and includes an Ordinary Resolution in writing passed under section 100 (Resolution in writing of Private Companies).

Ordinary Share, in a Company, means a Share in the Company, other than a Share that carries a right to participate in dividends or capital (that is, Distributions) only up to a specified amount.

Ownership Interest means an interest entitling the owner to receive distributions of income or capital, or to exercise voting rights, in relation to a Relevant Person and if the proportion of distributions of either kind, or voting rights, is not identical, the highest proportion of these shall be the ownership interest.

Paid-up includes credited as paid-up.

Person includes any natural person or incorporated or unincorporated body, including a Company, partnership, unincorporated association, government or state.

Personal Representative, in relation to an individual who has died, means the Person who is the individual’s executor or administrator.

Post-Registration Procedures means any post-registration procedure including but not limited to, changes in the Registered Details.

Protected Report, in Part 14-2 (Whistleblowing), has the meaning given by section 179-16 (Meaning of Protected Report, Protected Reporter, Worker, and Employer).

Protected Reporter, in Part 14-2 (Whistleblowing), has the meaning given by section 179-16 (Meaning of Protected Report, Protected Reporter, Worker, and Employer).

Private Company means a body corporate that is incorporated as, or converted to, a Private Company under these Regulations.

Public Company means a body corporate that is incorporated as, or converted to, a Public Company under these Regulations.

Recognised Company means a Foreign Company that is registered under these Regulations as a Recognised Company.

Recognised Exchange means any investment exchange recognised by AFSA as adhering to standards of corporate governance and disclosure comparable to those of the AIFC.

Recognised General Partnership has the meaning given in Schedule 1 (Interpretation) of the AIFC General Partnership Regulations.

Recognised Limited Partnership has the meaning given in Schedule 1 (Interpretation) of the AIFC Limited Partnership Regulations.

Recognised Limited Liability Partnership has the meaning given in Schedule 1 (Interpretation) of the AIFC Limited Liability Partnership Regulations.

Records means Documents, information and other records, in whatever form and however stored.

Register means the Register of Companies maintained by the Registrar under these Regulations.

Registered Details, of a Company or Recognised Company, means information about the Company or Recognised Company included in the Register.

Registrar means the Office of the Registrar of Companies of the AFSA including the individual who is appointed the Registrar of Companies for the time being.

Registrar of Companies means the individual who is appointed as the Registrar of Companies under section 9 (Appointment of Registrar).

Register of Nominee Directors, has the meaning given by section 179-7 (Register of Nominee Directors).

Regulated Entity, in Part 14 (Powers and remedies), has the meaning given by section 158(2) (Application and interpretation of Part 14).

Regulated Market means a multilateral system or facility that:

1. (a) is operated or managed (or both) by a market operator; and
2. (b) brings together or facilitates the bringing together of multiple third parties buying and selling interests in securities; and
3. (c) operates in accordance with its non-discretionary rules in a way that results in contracts in respect of the financial instruments admitted to trading on it; and
4. (d) is authorised by the AFSA and functions regularly.

Regulated Relevant Person, for a Regulated Entity and in Part 14 (Powers and Remedies), has the meaning given by section 158(3) (Application and interpretation of Part 14).

Relevant Jurisdiction means Kazakhstan or any other jurisdiction that the Register of Companies may determine from time to time.

Relevant Person means any Body Corporate, partnership, Trust, arrangement or ownership structure incorporated, registered, continued or carrying on business in the AIFC including without limitation a Public Company, Private Company, Recognised Company, a company incorporated under Part 2 of these Regulations, Foundation, Recognised Foundation, Non-Profit Incorporated Organisation, General Partnership, Recognised General Partnership, Limited Partnership, Recognised Limited Partnership, Limited Liability Partnership or Recognised Limited Liability Partnership or any other legal body or structure created by Legislation administered by the Registrar established under the Acting Law of the AIFC.

Resolution, of a Company, means Special Resolution or Ordinary Resolution of the Company, as appropriate.

Rules means rules adopted by the Board of Directors of the AFSA under section 181 "(Power to adopt Rules etc.), whether for these Regulations or any other Legislation Administered by the Registrar.

Secretary, of a Company or another Body Corporate, means a Person occupying the position of secretary of the Body Corporate, by whatever name called.

Security, of a Company, means any transferable instrument issued by a Company (including, for example, any Share, Debt Security, warrant, certificate, unit or option issued by the Company).

Share, in a Company, means a share in the share capital of the Company, of whatever class of share it may be.

Share Capital, of a Company and in Chapter 7 (Reduction of capital) of Part 7 (Private Companies and Public Companies), includes any capital reserves of the Company.

Shareholder, of a Company, means a Person entered in the Company’s Register of Shareholders as the holder of a Share in the Company.

Special Resolution, of a Company, means a resolution passed by at least 75% of the votes of the Shareholders (or the Shareholders of the relevant class of Shares) who (being entitled to do so) vote in person or, if proxies are allowed, by proxy, at a General Meeting for which notice specifying the intention to propose the resolution was duly given, and includes a Special Resolution in writing passed under section 100 (Resolutions in writing of Private Companies).

Standard Articles means standard articles of association prescribed by the Rules.

Subsidiary has the meaning given by section 2 of this Schedule.

Survivor Body, in Part 8 (Mergers), has the meaning given by section 113 (Application and interpretation of Part 8).

Survivor Company, in Part 8 (Mergers), has the meaning given by section 113 (Application and interpretation of Part 8).

Takeover Offer, in relation to a Company and in Chapter 11 (Protection of Minorities in Takeovers) of Part 7 (Private Companies and Public Companies), has the meaning given by section 105(1) (Takeovers).

The Company, in Chapter 11 (Protection of Minorities in Takeovers) of Part 7 (Private Companies and Public Companies), has the meaning given by section 105(7) (Takeovers).

The Offeror, in Chapter 11 (Protection of Minorities in Takeovers) of Part 7 (Private Companies and Public Companies), has the meaning given by section 105(7) (Takeovers).

Trust means the legal relationship created by a Person, the settlor, when assets have been placed under the control of a trustee for the benefit of a beneficiary for a specified purpose.

UBO Details is a reference to the particulars set out in section 179-4(5) (Requirements relating to Beneficial Ownership Register).

Ultimate Beneficial Owner has the meaning given by section 179-1 (Meaning of Ultimate Beneficial Owner).

Wholly-Owned Subsidiary has the meaning given by section 2 of this Schedule.

Worker, in Part 14-2 (Whistleblowing), has the meaning given by section 179-16 (Meaning of Protected Report, Protected Reporter, Worker, and Employer).

Writing includes:

1. (a) in relation to a certificate, instrument, notice or other thing—the thing in any form that preserves a record of the information contained in it and is capable of being reproduced in tangible form, including by electronic means; and
2. (b) in relation to a communication—any method of communication that preserves a record of the information contained in it and is capable of being reproduced in tangible form, including by electronic means.