1. INTERPRETATION

In this Charter:

a) unless the contrary intention appears:

Board means the governing body of the Incorporated Organisation.

Chair means the chair of the Board.

Chief Executive Officer means the chief executive officer of the Incorporated Organisation who is a natural person and has an Individual Identification Number, appointed by the Board from time to time.

Founding Member, of the Incorporated Organisation, means a Person:

• (a) who was:
• (i) an applicant for the Incorporated Organisation’s incorporation; or
• (ii) appointed after its incorporation as a Founding Member by Special Resolution of the Founding Members; and
• (b) has not ceased to be a Founding Member under this Charter.

General Meeting means a meeting of the Founding Members.

Individual Identification Number means an unique number that is allocated to an individual by an authorised body.

Register of Members means the register of Founding Members and Ordinary Members maintained by the Incorporated Organisation under section 25 of the Regulations.

Office, of the Incorporated Organisation, means the registered office of the Incorporated Organisation.

Ordinary Member, of the Incorporated Organisation, means a Person that has been accepted as an Ordinary member of the Incorporated Organisation.

Ordinary Resolution, of the Founding Members, means a resolution of a duly constituted meeting of the Incorporated Organisation’s Founding Members passed by the votes of the Founding Members entitled to vote and representing a simple majority of the votes of the Founding Members present at the meeting in person or, if proxy allowed, by proxy, for which notice specifying the intention to propose the resolution was duly given.

Secretary means the Person who is the Secretary of the Incorporated Organisation, and

includes any other Person who is appointed to Exercise the Functions of the Secretary of the Incorporated Organisation, including a joint, assistant or deputy Secretary.

Special Resolution, of the Founding Members, means a resolution passed at a meeting of the Founding Members by the votes of at least 75% of the Founding Members present at the meeting in person or, if proxies are allowed, by proxy, provided that notice specifying the intention to propose the resolution as Special Resolution was duly given.

the Regulations means the AIFC Non-profit Incorporated Organisations Regulations and includes the AIFC Non-profit Incorporated Organisations Rules, as amended from time to time.

this Charter means this Charter of the Incorporated Organisation.

b) terms used in this Charter have the same meanings as they have, from time to time, in the Regulations, or the relevant provisions of the Regulations, unless the contrary intention appears;

c) words in the singular include the plural and words in the plural include the singular, unless the contrary intention appears;

d) words indicating gender include every other gender, unless the contrary intention appears;

e) the word may, or a similar term, used in relation to a Function indicates that the Function may be Exercised or not Exercised, at discretion;

f) the word must, or a similar term, used in relation to a Function indicates that the Function is required to be Exercised;

g) a reference to Regulations or Rules is a reference to Regulations or Rules of the Astana International Financial Centre and, unless the contrary intention appears, a reference to particular Regulations or Rules includes a reference to those Regulations or Rules as amended from time to time;

h) where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose

2. INCORPORATED ORGANISATION NAME

The Incorporated Organisation’s name is [as specified in the application].

3. INCORPORATED ORGANISATION PURPOSES AND RESTRICTIONS

3.1. The Authorised Activities of the Incorporated Organisation are: [as specified in the application].

3.2. The Incorporated Organisation must not distribute profits or revenues from its activities to its Founding Members or Ordinary Members or former Founding Members or Ordinary Members.

4. INCORPORATED ORGANISATION’S MEMBERSHIP

4.1. Subject to the Regulations and without affecting any rights, entitlements or restrictions attached to any existing membership, any membership may be issued with the rights, entitlements or restrictions that the Founding Members determine by Ordinary Resolution.

4.2. The Incorporated Organisation must not have more than [as specified in the application] of Founding Members at any time.

4.3. A Person must not be recognised by the Incorporated Organisation as a Founding Member or Ordinary Member unless the Person’s name is entered in the Register of Members as a Founding Member or Ordinary Member, as the case may be.

5. ADMISSION OF NEW MEMBERS

5.1. After the incorporation of the Incorporated Organisation, Founding Members are appointed by Special Resolution of the Founding Members, and Ordinary Members are appointed by the Founding Members by any means the Founding Members consider appropriate.

5.2. The Incorporated Organisation may charge a Person a reasonable fee for the entry of the Person’s name in the Register of Members.

5.3. A Person must not be appointed as a Founding Member, at a General Meeting, unless the Person has been recommended by a Founding Member or Ordinary Member; and details of the Person have been included in the notice of the meeting at which the appointment is to be considered. The details must include at least the information that would be included in the Register of Members, if the Person were to be appointed as a Founding Member.

6. PROCEEDINGS OF FOUNDING MEMBERS

6.1. Subject to this Charter, the Founding Members may conduct their proceedings (including their meetings) as they consider appropriate.

6.2. Subject to any decision of a General Meeting, a resolution in Writing signed by all the Founding Members is as valid and effective as if it had been passed at a General Meeting. The resolution may consist of several Documents in like form each signed by 1 or more Founding Members. However, this subclause does not apply to any decision (however described) required to be made by Special Resolution.

7. CEASING TO BE A MEMBER

7.1. A Person who is a Founding Member ceases to be a Founding Member if the Person:

• (a) becomes bankrupt or insolvent, as the case may be; or
• (b) is, in the opinion of the Founding Members, formed by Special Resolution, incapable (otherwise than on a temporary basis) of performing the duties of a Founding Member; or
• (c) is absent, except on leave granted by the Founding Members, from 3 consecutive General Meetings; or;
• (d) resigns by notice to the Incorporated Organisation; or
• (e) is removed by Special Resolution of the Founding Members.

7.2. A Person who is an Ordinary Member ceased to be an Ordinary Member, if the Person is removed by a resolution of the Founding Members.

8. CALLING GENERAL MEETINGS

8.1. Any Founding Member may call a General Meeting, including an annual general meeting of Founding Members.

8.2. A General Meeting may be called by a Founding Member by giving the other Founding Members at least 7 days Written notice of the meeting.

8.3. The notice must specify the time and place of the meeting and the general nature of the matters to be considered. If the Founding Member calling the meeting intends to propose a resolution at the meeting, the notice must specify the intention to propose the resolution and whether it is to be proposed as a Special Resolution or Ordinary Resolution.

8.4. Notice of an annual general meeting of the Founding Members must state that the meeting is an annual general meeting.

9. PROCEEDINGS AT GENERAL MEETINGS

9.1. Subject to the Regulations and this Charter, a question arising at a General Meeting is to be decided by a majority of the Founding Members present, in person or by proxy, and voting. However, subject to these Regulations and this Charter, the Founding Member chairing the meeting also has a casting vote if the votes on any question are equal.

9.2. Business may be conducted at a General Meeting only if a quorum is present. A quorum is 50% of the number of Founding Members for the time being or, if that number is not a whole number, the next whole number. If a Founding Member is required not to vote on a resolution because of a conflict of interest, the Founding Member must not be counted in working out whether there is a quorum in relation to the resolution.

9.3. If a quorum is not present within half an hour after the time specified in the notice calling the meeting (the meeting start time), the meeting must be adjourned to a place and time decided by the Founding Members. If during the meeting a quorum ceases to be present, the meeting must be adjourned to a place and time decided by the Founding Members.

9.4. The Founding Member elected by the Founding Members present chairs the meeting.

9.5. The Founding Member chairing the meeting (the meeting chair) may adjourn the meeting with the consent of the majority of the votes of the Founding Members present at the meeting. A matter must not be considered at the adjourned meeting if the matter could not have been considered at the meeting had the adjournment not taken place. It is not necessary for notice to be given of the adjourned meeting unless the meeting was adjourned for 14 days or longer. If the meeting was adjourned for 14 days or longer, at least 7 days notice of the adjourned meeting must be given to the Founding Members. The notice must specify the time and place of the adjourned meeting, the general nature of the matters to be considered at the adjourned meeting, and any resolutions of which notice has been given.

9.6. Unless a poll is demanded, a resolution put to the vote must be decided on a show of hands. A poll may be demanded, before or on the declaration of the result of a vote by show of hands:

• (a) by the meeting chair; or
• (b) by at least 1 Founding Member having the right to vote at the meeting.

9.7. Unless a poll is demanded, the meeting chair may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration is conclusive evidence of the result of the resolution.

9.8. Any poll must be taken in the way the meeting chair directs and the result is the resolution of the meeting at which the poll was demanded.

9.9. A poll demanded on the election of a Founding Member to chair the meeting or on an adjournment must be taken immediately. A poll demanded on any other question must be taken as the meeting chair directs, but not more than 30 days after the day the poll is demanded. The demand for a poll does not prevent the continuation of the meeting for the transaction of any business other than the question on which the poll is demanded.

9.10. If a poll demanded at a meeting is not taken at the meeting, the Founding Members must be given at least 7 days Written notice of the time and place at which a poll is to be taken, unless the time and place is announced at the meeting.

10. VOTES OF FOUNDING MEMBERS

10.1. A Founding Member must not vote at a General Meeting or otherwise on any resolution concerning a matter in which the Founding Member has a direct or indirect conflict of interest, unless a General Meeting permits the Founding Member to vote on the resolution. For this subclause, an interest of a Founding Member includes an interest of any Person who is connected to the Founding Member.

10.2. An objection may only be raised at a General Meeting to the right of any Person to vote at the meeting or on a poll arising from the meeting. The Founding Member chairing the meeting (the meeting chair) must rule on the objection unless the objection relates to the meeting chair. The decision of the meeting chair is final.

10.3. A Founding Member may vote on a poll by proxy.

10.4. An instrument appointing a proxy to vote at a General Meeting, or on a poll arising from a General Meeting, must be in Writing in a form approved by the Founding Members and distributed with the notice of the meeting or poll. The form must include a section allowing the Founding Member to direct the proxy on how the proxy must act.

10.5. An instrument appointing a proxy must be deposited at the Office of the Incorporated Organisation at least 48 hours before the General Meeting at which the proxy is to be exercised is to be held. For a poll that is not being taken immediately but some time after it is demanded, an instrument appointing a proxy may be deposited at the poll with the Chair of the Board, the Secretary or any other Founding Member present or at any time before the poll at the Office of the Incorporated Organisation.

10.6. A vote given or poll demanded by proxy is valid despite the revocation of the proxy by the Founding Member who appointed the proxy unless the Incorporated Organisation receives Written notice of the revocation from the Founding Member before the vote is taken or the poll is demanded.

11. THE BOARD

11.1. The Incorporated Organisation has a Board.

11.2. The Board consists of the Chair and other members.

11.3. The Chair and other members of the Board are appointed by the Founding Members for the terms (if any) decided by the Founding Members by Ordinary Resolution.

11.4. A person who is the Chair or another member of the Board ceases to be the Chair or member of the Board if:

• (a) the person’s term as the Chair or another member ends without the person being reappointed; or
• (b) the person is, in the opinion of the Founding Members formed by Ordinary Resolution, incapable (otherwise than on a temporary basis) of performing the person’s duties as the Chair or another member of the Board; or
• (c) the person is absent, except on leave granted by the Board, from 3 consecutive meetings of the Board; or
• (d) the person resigns as the Chair or another member of the Board by notice to the Incorporated Organisation; or
• (e) the person is removed as the Chair or another member of the Board by Ordinary Resolution.

12. ALTERNATE MEMBERS OF BOARD

12.1. The Chair or another member of the Board (the appointor) may appoint any other person approved by the Founding Members (the appointee) to act as his alternate and may revoke the appointment at any time. The appointee may Exercise all the Functions of the appointer as a member of the Board (other than any Function of the Chair) but is not entitled to remuneration.

12.2. The appointor and appointee must both be given notice of all Board meetings.

12.3. The appointee is entitled to attend and vote at Board meetings, and counts towards the Board’s quorum, if the appointor is absent.

12.4. The appointee holds office as the appointor’s alternate for as long as the appointor holds office as a member of the Board unless the appointee’s appointment is revoked by the appointor.

12.5. The appointor must give notice of the appointment of the appointee, and any revocation of the appointment, to the Incorporated Organisation.

13. FUNCTION AND POWERS OF BOARD AND CHIEF EXECUTIVE OFFICER

13.1. The Incorporated Organisation must be managed by the Board.

13.2. The Board may appoint a resident of the Republic of Kazakhstan to be the Incorporated Organisation’s Chief Executive Officer.

13.3. The Board may delegate any of its Functions to a committee of Founding Members or to a duly appointed Chief Executive Officer.

13.4. The Board has power to do all things necessary or convenient to be done for, or in connection with, the conduct of the Incorporated Organisation’s Authorised Activities, accountable to Founding Members. These powers include, but are not limited to, the following:

• (a) identifying strategic directions and/or objectives of the Incorporated Organisation and making strategic decisions affecting the future operation of the Incorporated Organisation;
• (b) monitoring the Chief Executive Officer’s performance against the Incorporated Organisation’s strategy, objectives and ensuring any necessary corrective action is taken;
• (c) overall management of the Incorporated Organisation’s activities without interfering in day-to-day operations of the Incorporated Organisation;
• (d) appointing and dismissing the Chief Executive Officer of the Incorporated Organisation;
• (e) exercising, within the Incorporated Organisation’s competence, other powers established by decisions of the Founding Members.

13.5. The Board may determine key responsibilities of the Chief Executive Officer in addition to the following:

• (a) to negotiate, sign and execute contracts, transactions, arrangements, and deals, of any kind or nature, with third parties in the name of the Incorporated Organisation, with the right to terminate and amend them as required from time to time;
• (b) to open, close and manage bank accounts for the Incorporated Organisation, to carry out banking transactions on behalf of the Incorporated Organisation (including, for example, the right to issue, sign and endorse cheques, draw voucher letters of credit, make transfers, obtain loans with or without security, and obtain bank facilities, bank guarantees and bank performance bonds) and to complete and sign all applications and Documents necessary for the conduct of the Incorporated Organisation’s Authorised Activities;
• (c) to employ Persons required for the conduct of the Incorporated Organisation’s

Authorised Activities, and to decide their remuneration, benefits and the rules and provisions related to their employment, as well as the right to terminate their employment;

• (d) to sign memoranda of association with the terms and conditions that it considers appropriate;
• (e) to claim on behalf of the Incorporated Organisation, to attach the property of debtors, to refer cases to arbitration, and to appoint lawyers and take legal proceedings to protect the Incorporated Organisation’s interests whether as plaintiff or defendant, as party to arbitration or otherwise.

14. PROCEEDINGS OF THE BOARD

14.1. Subject to this Charter, the Board may conduct its proceedings (including its meetings) as it considers appropriate.

14.2. The Board is to meet at the times and places that it decides.

14.3. However, the Chair of the Board may, at any time, call a meeting of the Board and must call a meeting if asked by at least the number of members of the Board required to constitute a quorum.

14.4. The Chair is to chair all meetings of the Board at which the Chair is present. If the Chair is not present a meeting, the member of the Board (other than an alternate member) elected by the members present (including any alternate members) chairs the meeting.

14.5. Subject to this Charter, a question arising at a meeting of the Board is to be decided by a majority of the members of the Board present, in person or by alternate, and voting. However, subject to this Charter, the member chairing the meeting (the meeting chair) also has a casting vote if the votes on any question are equal.

14.6. Business may be conducted at a meeting of the Board only if a quorum is present. A quorum is 2 or, if the Founding Members have fixed another number, that number. If a member of the Board is required not to vote on a resolution because of a conflict of interest, the member must not be counted in working out whether there is a quorum in relation to the resolution.

14.7. An appointment of a member of the Board, or of an alternate of a member of the Board, is not invalid only because of a defect or irregularity in or in relation to the appointment.

14.8. Subject to any decision of a General Meeting or of the Board, a resolution in Writing signed by all the members of the Board (or their alternates) is as valid and effective as if it had been passed at a meeting of the Board. The resolution may consist of several Documents in the like form each signed by 1 or more members (or their alternates).

14.9. A member of the Board must not vote at a meeting of the Board or otherwise on any resolution concerning a matter in which the member has a direct or indirect conflict of interest, unless a General Meeting or meeting of the Board permits the member to vote on the resolution. For this subclause, an interest of a member of the Board includes an interest of any Person who is connected to the member.

14.10. An objection may only be raised at a meeting of the Board to the right of any Person to vote at the meeting. The meeting chair must rule on the objection unless the objection relates to the meeting chair. The decision of the meeting chair is final.

15. SECRETARY

The Board may appoint and remove a secretary and is to decide the terms and conditions of any appointment (including in relation to remuneration).

16. MINUTES

The Founding Members must ensure that minutes are kept recording the following:

• (a) all appointments of officers made by the Board and the Founding Members;
• (b) all proceedings at or arising out of General Meetings, and meetings of the Board and committees of Founding Members, including the names of the Founding Members present at each meeting.

17. NOTICES

17.1. Any notice under this Charter must be given in Writing.

17.2. Notice may be given to a Founding Member personally, by sending it by post in a prepaid envelope addressed to the Founding Member at the Founding Member’s registered address, or by leaving it at that address.

17.3. A Person present, either in person or by proxy, at any meeting is taken to have received notice of the meeting.

17.4. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice is taken to be given at the end of 48 hours after the envelope containing it was posted.

18. REMUNERATION AND EXPENSES OF FOUNDING MEMBERS

A Founding Member is entitled to be paid the remuneration, and reimbursed the expenses, decided by the Founding Members by Ordinary Resolution.

19. AMENDMENT OF THIS CHARTER

This Charter may be amended by a Special Resolution.