INTERPRETATION

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.

Administration Question means any relief or question in respect of which an action, application or other reference to the Court could be brought or made under these Regulations.

AIFC Act has the meaning given by article 1 of the Constitutional Statute.

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 Arbitration Regulations means the AIFC Arbitration Regulations 2017.

AIFC Companies Regulations means the AIFC Companies Regulations 2017.

AIFC Insolvency Regulations means the AIFC Insolvency Regulations 2017.

Board of Directors of the AFSA means the Board of Directors of the Astana Financial Services Authority.

Body Corporate means any body corporate, including a limited liability partnership and a body corporate constituted under the law of a country or territory outside the AIFC.

By-laws includes any document, by whatever name called, which complies with the requirements of these Regulations relating to the by-laws of a Foundation.

Certificate means an instrument:

1. (a) which confers on the holder contractual or property rights to or in respect of a Share, Debenture or Warrant held by a Person; and
2. (b) the transfer of which may be effected by the holder without the consent of that other Person,

but excludes rights under an option.

Charter includes any document, by whatever name called, which complies with the requirements of these Regulations relating to the charter of a Foundation.

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

Contract of Insurance means any contract of insurance or contract of reinsurance.

Contribute in the context of a Contributor, to pass, or covenant to pass, the title in property absolutely, with or without consideration, to a Foundation so that the property is an asset of the Foundation (and “to pass”, for the objects of this definition, includes whatever act may be necessary in relation to that property to transfer title effectively) and “contribution” is to be construed accordingly.

Contributor means a Person, other than a Founder, who contributes property to a Foundation.

Council means the council of a Foundation established to administer a Foundation’s property and to carry out its objects under section 19 (Council).

Court means the Astana International Financial Centre Court.

Debenture means an instrument creating or acknowledging indebtedness, whether secured or not, but excludes:

1. (a) an instrument creating or acknowledging indebtedness for, or for money borrowed to defray, the consideration payable under a contract for the supply of goods or services;
2. (b) a cheque or other bill of exchange, a banker’s draft or a letter of credit (but not a bill of exchange accepted by a banker);
3. (c) a banknote, a statement showing a balance on a bank account, or a lease or other disposition of property; and
4. (d) a Contract of Insurance.

Depository Receipts has the meaning given by section 26(2) (Depository Receipts).

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

Enforce in relation to a Foundation means to require or compel members of the Council to execute, carry out and perform their duties under the Foundation’s Charter and By-laws in relation to its non-charitable objects and to bring and prosecute proceedings to enforce the terms of the Charter and By-laws.

FATF means the Financial Action Task Force, an inter governmental body whose purpose is the development and promotion of international standards to combat money laundering and terrorist financing.

FIU means t he Financial Intelligence Unit of the Republic of Kazakhstan a state authority carrying out financial monitoring and taking other measures on combating the legalisation (laundering) of proceeds from crime, the financing of terrorism, and the financing of proliferation of weapons of mass destruction in accordance with the Kazakhstan legislation.

Foreign Law means any law other than the Acting Law of the AIFC.

Foundation means a foundation established in accordance with these Regulations.

Founder means a Person who contributes property to a Foundation in order to establish it in accordance with section 14(1) (Creation).

Guardian means the Person who is the guardian of a Foundation by virtue of section 20 (Guardian).

Heirship Right means any right, claim or interest in, against or to property of a Person arising, accruing or existing in consequence of, or in anticipation of, that Person’s death, other than any such right, claim or interest created by will or other voluntary disposition by such Person or resulting from an express limitation in the disposition of the property of such Person.

Income includes rents and profits.

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.

Object includes a purpose.

Person includes any natural person, Body Corporate or body unincorporated, including a legal person, company, Partnership, unincorporated association, government or state.

Person with Sufficient Interest in respect of a Foundation, means:

1. (a) the Foundation;
2. (b) a Founder;
3. (c) a Contributor;
4. (d) if any rights a Founder had in respect of the Foundation have been assigned to some other Person, that other Person;
5. (e) a member of the Council;
6. (f) a Guardian;
7. (g) a Person appointed under the By-laws;
8. (h) a Qualified Recipient in respect of an application under subsection 25(4) (Qualified Recipients);
9. (i) in respect of a specified object of the Foundation which is charitable, the AFSA or a Person designated by it;
10. (j) a Person who, in the view of the Court, can reasonably claim to speak on behalf of an object or object of the Foundation; or
11. (k) a Person who the Court determines to be a Person with Sufficient Interest under subsection 38(4).

Personal Relationship includes every form of relationship by blood, adoption, marriage, or cohabitation, regardless of whether the law of any jurisdiction recognises the validity, legitimacy or existence of the relationship, including a former personal relationship which has in law or in fact terminated and in particular a personal relationship between two Persons exists if:

1. (a) one is the child of the other, natural or adopted, whether or not the adoption is recognised by law, legitimate or illegitimate;
2. (b) one is married to the other, whether or not the marriage is recognised by law;
3. (c) one cohabits with the other or so conducts himself or herself in relation to the other as to give rise in any jurisdiction to any rights;
4. (d) obligations or responsibilities analogous to those of parents and child or husband and wife; or
5. (e) personal relationships exist between each of them and a third Person, but no change in circumstances shall cause a personal relationship once established to terminate.

Power includes a discretion as to the way in which an obligation is performed.

Property means any movable or immovable property, and includes rights and interests, whether present or future and whether vested or contingent and where it concerns the property of a Foundation, it shall include:

1. (a) any property (including money, investments and other property) contributed to the Foundation;
2. (b) any capitalised income added to the property so contributed; and
3. (c) the money, investments and property from time to time representing those assets and capitalised income.

Qualified Recipient means in respect of a Foundation that has the provision of a benefit to a Person or to a class of Persons as one of its objects, means a Person (whether or not yet born or otherwise in existence) who is or who becomes a member of a class of Persons that is:

1. (a) specified in the Charter; or
2. (b) determined in accordance with:
3. (i) the By-laws; or

(ii) a direction of the Court, as prescribed by subsection 41(2).

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

Register means the register to be kept by the Registrar pursuant to section 33 (Register to be kept and made available for public inspection).

Registrar means the Registrar of Companies appointed under section 9 (Appointment of the Registrar) of the AIFC Companies Regulations.

Schedule means a schedule to these Regulations.

Security means:

1. (a) a Share;
2. (b) a Debenture;
3. (c) a Warrant;
4. (d) a Certificate; or
5. (e) a Structured Product.

Share means a share or stock in the share capital of any Body Corporate or any unincorporated body.

Standard By laws means standard by laws prescribed by these Regulations.

Standard Charter means a standard charter prescribed by these Regulations.

Structured Product means an instrument comprising rights under a contract where:

1. (a) the gain or loss of each party to the contract is ultimately determined by reference to the fluctuations in the value or price of property of any description, an index, interest rate, exchange rate or a combination of any of these as specified for that purpose in the contract (“the underlying factor”) and is not leveraged upon such fluctuations;
2. (b) the gain or loss of each party is wholly settled by cash or setoff between the parties;
3. (c) each party is not exposed to any contingent liabilities to any other counterparty; and
4. (d) there is readily available public information in relation to the underlying factor;

but excludes any rights under an instrument:

1. (a) where one or more of the parties takes delivery of any property to which the contract relates;
2. (b) which is a Debenture; or
3. (c) which is a Contract of Insurance

Trust means the legal relationship created by a settler under which assets are placed under the control of a trustee for the benefit of a beneficiary or for a specific purpose.

Warrant means an instrument that confers on the holder a right entitling the holder to acquire an unissued Share or Debenture.