On the ratification of the Agreement on the Establishment of the Eurasian Reinsurance Company

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The Law of the Republic of Kazakhstan dated November 7, 2023 No. 38-VIII SAM

To ratify the Agreement on the Establishment of the Eurasian Reinsurance Company, signed in Yerevan on October 20, 2022.

President

Republic of Kazakhstan

K. TOKAEV

AGREEMENT on the Establishment of the Eurasian Reinsurance Company

The Republic of Armenia, the Republic of Belarus, the Republic of Kazakhstan, the Kyrgyz Republic, the Russian Federation, hereinafter referred to as the Parties,

in order to promote economic growth and expand mutual and external trade and economic relations between the Parties,

have agreed on the following:

Article 1

1. To establish the Eurasian Reinsurance Company (EPC) (hereinafter referred to as the Company), designed to promote an increase in mutual trade, investment, development of economic integration between the Parties, increase investment attractiveness and expand trade and economic ties between the Parties with third countries through activities in the field of reinsurance of export credits (including all financial instruments to support exports), export-oriented financing and investments from business and/or political risks in the Parties and in third countries.

The Company promotes the strengthening of international financial and economic cooperation, including export credit agencies of the Parties, international financial and banking organizations and unions.

2. The Company's activities are guided by this Agreement, the Company's Charter in accordance with the annex to this Agreement, which is an integral part of it, and generally recognized principles and norms of international law.

Article 2

1. The Company is an international financial organization - a subject of international law, has international legal capacity and has the right, within its competence, to conclude international agreements.

2. The Company's participants may be states and international financial organizations in accordance with the procedure established by the Company's Charter.

3. The authorized capital of a Company consists of the nominal value of the shares of its participants. The shares of participation in the authorized capital of the Company are paid in accordance with the Company's Charter.

4. The provisions of the legislation of the Parties establishing the procedure for the establishment, licensing, regulation and supervision of activities, as well as the termination of the activities of organizations, do not apply to the Company.

5. In order to ensure the performance of its functions, the Company may conclude agreements with the governments of the Parties, including on the conditions of the Company's stay in their territories, as well as with other authorized bodies of the Parties on issues within their competence.

Article 3

This Agreement is open for other States to join it, provided that they comply with the requirements and procedures provided for in the Company's Articles of Association.

This Agreement shall enter into force for the acceding State from the date of receipt by the depositary of the instrument of accession to this Agreement.

Article 4

1. Any Party has the right to withdraw from this Agreement by sending a written notification to the depositary of this Agreement through diplomatic channels of its intention to withdraw from this Agreement.

2. The Party that sent the notification referred to in paragraph 1 of this Article begins the process of settling relations with the Company in accordance with Articles 25 and 26 of the Company's Articles of Association.

This Agreement with respect to this Party shall terminate 30 calendar days after the receipt by the depositary of the notification provided for in paragraph 5 of Article 25 of the Company's Articles of Association.

3. The withdrawal of other members of the Company from the Company is carried out in accordance with Section V of the Company's Articles of Association.

Article 5

This Agreement may be amended by mutual agreement of the Parties, which will be an integral part of this Agreement and formalized in separate protocols.

Article 6

Reservations to this Agreement are not allowed.

Article 7

Disagreements related to the interpretation of the provisions of this Agreement are resolved through negotiations and consultations between the Parties.

Disputes related to the application of the Agreement and arising in the course of the Company's activities are resolved in accordance with the Company's Articles of Association.

Article 8

This Agreement shall enter into force on the date of receipt, through diplomatic channels, of the last written notification that the Parties have completed the internal procedures necessary for its entry into force.

Done in Yerevan on October 20, 2022, in one original copy in Russian.

The original copy of this Agreement is kept at the Ministry of Foreign Affairs of the Russian Federation, which, as the depositary of this Agreement, will send each Party a certified copy of it.

For the Republic of Armenia

For the Republic of Belarus

For the Republic of Kazakhstan

For the Kyrgyz Republic

For the Russian Federation

ANNEX to the Establishment Agreement Eurasian Reinsurance Company

THE CHARTER OF the Eurasian Reinsurance Company

The Eurasian Reinsurance Company (EPC) (hereinafter referred to as the Company) was established in accordance with the Agreement on the Establishment of the Eurasian Reinsurance Company dated 20 (hereinafter referred to as the Agreement) and carries out its activities in accordance with it and this Charter.

This Charter is an integral part of the Agreement and defines the tasks, functions, and features of the legal status and financial support of the Company as an international organization.

Section I General provisions Article 1 Objectives of the Company

The Company aims to promote the increase of mutual trade and investment, the development of economic integration between the member States of the Company (hereinafter referred to as the Participating States), increase investment attractiveness and expand trade and economic relations of the participating States with third countries through activities in accordance with the Agreement and this Charter.

The Company carries out activities aimed at strengthening international financial and economic cooperation, in accordance with the principle of openness for new participants to join it.

Article 2 Functions of the Company

To achieve its goals, the Company performs the following functions:

carries out reinsurance (including retrocession and other forms of reinsurance) and provision of export credits (including all financial instruments of export support), export-oriented financing and investments from entrepreneurial and (or) political risks in mutual trade and investments of the participating states, export of their jointly manufactured products to third countries, attracting investments from third countries and in with regard to joint investments of the participating States in third countries in order to facilitate exports. When taking risks in reinsurance, the Company is guided by the goals of achieving established performance indicators and ensuring the financial stability of the Company, while taking into account the balance of interests of the Company's participants (hereinafter referred to as participants) in accordance with their shares in the Company's authorized capital;

Cooperates with export credit agencies, insurers and reinsurers of the participating states and third countries in order to implement the functions of reinsurance and securing export credits (including all export support instruments), export-oriented financing and investments.;

assists in risk assessment, risk minimization and loss settlement in reinsurance of risks in the participating States;

cooperates with private, state and international organizations, development banks, financial and other organizations to ensure the Company's activities;

issues, places, circulates, redeems and repurchases its own securities in accordance with the procedure approved by the Company's Board of Directors (hereinafter referred to as the Board of Directors);

carries out investments of funds (funds of insurance reserves, own funds, as well as other temporarily available funds) in the participating States and abroad;

conducts marketing research, consulting, research and educational activities in the field of reinsurance;

carries out other activities that do not contradict the goals of the Company, in accordance with the bilateral agreements concluded by the Company with the participating States, generally recognized principles and norms of international law.

Article 3 Status and location of the Company

1. The Company enjoys the rights of a legal entity in the participating States and exercises, among other things, the following powers::

a) makes transactions that do not contradict these Articles of Association;

b) leases, acquires and alienates movable and immovable property, as well as disposes of the specified property in another way;

c) acts in the judicial and arbitration bodies of the participating States. At the same time, the Company has the same procedural rights to protect its interests that are reserved by the legislation of the participating States for legal entities.;

d) performs other actions aimed at achieving the Company's goals in accordance with these Articles of Association.

2. The Company is not liable for the obligations of its participants, and the participants are not liable for the obligations of the Company. Participants bear the risk of losses related to the Company's activities, within the limits of the value of their shares.

3. The Company's location is Moscow, Russian Federation.

4. The Company's activities in the territories of the participating States are carried out in accordance with the Agreement, this Charter, agreements concluded by the Company with the Governments of the Participating States (including on the conditions of the Company's stay in their territories) and other authorized bodies of the participating States within their competence, and in the absence of these documents, either in part not regulated by them, by the legislation of the participating States in whose territories such activities are carried out.

5. By decision of the Board of Governors of the Company (hereinafter referred to as the Board of Governors), the Company has the right to open branches and representative offices in accordance with the laws of the participating States and taking into account the specifics of the Company's status as an international financial organization, as well as to establish subsidiaries and organizations.

Article 4 Founders and participants of the Company

1. The founders of the Company are the Republic of Armenia, the Republic of Belarus, the Republic of Kazakhstan, the Kyrgyz Republic and the Russian Federation represented by their governments.

2. The founders of the Company become its participants after paying their shares in the Company in accordance with Article 6 of this Charter.

3. The decision on joining the Company of a new state is made by the Board of Governors in accordance with these Articles of Association after joining the Agreement and payment by such state of the share of participation in the Company in accordance with the procedure established by the Board of Governors.

4. The decision on joining an international financial organization's Company is made by the Board of Governors in accordance with these Articles of Association after such international financial organization pays for its participation in the Company in accordance with the procedure established by the Board of Governors.

5. The participating States are the States that are the founders of the Company and the States that joined the Company in accordance with paragraph 3 of this article.

6. Participants are defined as participating States, as well as international financial organizations that have joined the Company in accordance with paragraph 4 of this article.

Section II Company's capital Article 5 Authorized capital

The authorized capital of the Company consists of the nominal value of the shares of its participants and amounts to 15 billion Russian rubles.

The shares of the Company's founders in the authorized capital of the Company are listed in the appendix, which is an integral part of these Articles of Association, and correspond to the ratio of the nominal value of the corresponding share and the authorized capital of the Company.

Article 6 Payment of shares in the authorized capital

1. Each founder of the Company shall make an initial payment for his share of participation in the authorized capital of the Company in the amount of at least 25 percent of the share of participation, which is determined for this founder in accordance with the annex to these Articles of Association, no later than 30 calendar days from the date of entry into force of the Agreement.

2. The initial payment of the share of participation in the authorized capital of the Company in accordance with paragraph 1 of this Article may be made ahead of schedule from the date of signing the Agreement. In this case, the payment for the formation of the Company's authorized capital is credited to an account with a credit institution determined by the Board of governors.

3. The remaining parts of the shares in the authorized capital of the Company are repaid by the founders annually for 2 years in equal shares, the first of which is payable no later than 12 months after the payment made in accordance with paragraph 2 of this Article.

4. The payment of the shares in the authorized capital of the Company may be made by the founders of the Company ahead of schedule.

5. The shares of participation in the authorized capital of the Company are paid at face value when the Company is established and its authorized capital is increased.

6. Payment for participation shares is made in Russian rubles by a state body or an organization authorized by the Government of the participating State.

7. If, within the time limits set out in paragraphs 1 and 3 of this Article, the founder of the Company has declared payment or has paid less than his share of participation in the authorized capital in comparison with that provided for in the annex to these Articles of Association, the Board of Governors is obliged to immediately propose to use the right to increase his share of participation in the authorized capital to other founders of the Company. This right must be exercised within 6 months from the date of receipt of the specified offer. In case of waiver of such right, the Board of Governors decides to re-offer the specified share for payment.

8. The funds received from the payment of shares by the founders of the Company are credited to the Company's account in a credit institution determined by the Board of Governors.

Article 7 Change of the authorized capital

1. The authorized capital of the Company may be increased or decreased by decision of the Board of Governors in accordance with these Articles of Association and in accordance with the procedure established by the Board of Governors.

2. Participants have a pre-emptive right to acquire shares in case of an increase in the authorized capital in an amount proportional to their share in the authorized capital, immediately prior to making a decision on its increase. In the event of a complete or partial waiver of this right by any of them, the procedure for acquiring shares with an increase in the authorized capital is established by the Board of Governors.

Article 8 Reserve Fund and other funds of the Company

1. The Company creates a reserve fund in the amount of 15 percent of the authorized capital of the Company.

2. The Company's reserve fund is formed by mandatory annual deductions in the amount of at least 10 percent of net profit until it reaches the amount specified in paragraph 1 of this Article.

3. The Company's Reserve Fund is intended to cover its losses, as well as to repay the Company's bonds and repurchase the Company's shares in the absence of other funds. The Reserve Fund may not be used for other purposes.

4. In addition to the reserve fund, the Company has the right to create other funds.

5. Contributions to other funds are made in the amounts and in accordance with the procedure established by the Board of Directors.

Article 9 Financial stability requirements

The Company is obliged to comply with the requirements established by the Board of Directors to ensure the financial stability of the Company, including in terms of the total liability limit for assumed obligations under reinsurance contracts.

Article 10 Company Dividends

1. Based on the results of the reporting year and after approval of the annual report, confirmed by an external auditor, the Board of Governors, in order to expand the Company's activities, decides (announces) the allocation of profits to increase the Company's authorized capital, as well as to replenish the Company's reserve and other funds.

In the event of an increase in the Company's authorized capital at the expense of the Company's profits, the shares of the participants in the authorized capital are subject to increase in proportion to the number of shares paid by them as of the end of the financial year in which the profit was received.

2. If, due to lack of expediency, the Board of Governors has not decided to direct profits to increase the authorized capital of the Company, as well as to replenish the reserve and other funds of the Company, the Board of Governors may decide (declare) the payment of dividends to the participants in accordance with their shares in the authorized capital of the Company.

3. A decision (announcement) on the payment of dividends to participants may be taken only after the reserve fund has reached the amount established by paragraph 1 of Article 8 of these Articles of Association.

4. A decision on the payment (declaration) of dividends to participants based on the results of the reporting year may be taken within 6 months after the end of the reporting year. The Company is obliged to pay the declared dividends.

5. The Company's net profit is determined in accordance with the submitted financial (accounting) statements of the Company.

6. The decision (announcement) on the payment of dividends is made by the Board of Governors. The specified decision should determine the amount of dividends by shares, the form of their payment and the date of payment.

7. The payment of dividends in cash is carried out by the Company in a non-cash manner.

8. The Company's dividends are paid (declared) to the participants in proportion to the number of shares paid by them as of the end of the financial year in which the profit was received.

Section III Company Management

The Company is managed by:

The Board of Governors;

The Board of Directors;

the Management Board of the Company (hereinafter referred to as the Management Board);

Chairman of the Management Board.

Article 11 The Governing Council

1. The Board of Governors is the highest governing body of the Company.

2. Each participating State appoints one member to the Board of Governors at the level of Deputy Head of Government and officially informs the other participants and the Company about this.

If a new participant, an international financial organization, joins the Company, such participant appoints one member from among the heads of the supreme governing body of the specified organization to the board of governors of the Company.

3. The chairmanship of the Board of Governors is carried out on a rotating basis in the order of the Russian alphabet by 1 participant for 1 calendar year without the right to prolong.

4. No remuneration is paid to the Chairman and members of the Board of Governors for performing their duties on the Board of Governors. During the performance of their duties, expenses related to participation in meetings may be compensated in the amount determined based on the financial capabilities of the Company.

Article 12 Competence of the Board of Governors

The following issues fall within the competence of the Board of Governors:

a) approval of the Company's 5-year development strategy and review of the report on the results of its implementation, identification of the Company's priorities in the field of international cooperation and decision-making on concluding cooperation agreements with international organizations;

b) determining the terms of admission and admission of new members to the Company, suspension and (or) termination of participation in the Company of an individual participant;

c) an increase in the Company's authorized capital due to contributions from participants, including the redistribution of authorized capital between them, and (or) other sources of financing;

d) general instructions to the Board of Directors on regulating the Company's reinsurance activities, investing funds and ensuring the financial stability of the Company;

e) directing profits to increase the authorized capital, replenish the Company's reserve and other funds, and pay (declare) dividends based on the results of the reporting year;

f) coordination of the creation of other funds of the Company for the implementation of its individual functions;

g) approval of the procedure for changing (increasing or decreasing) the Company's authorized capital;

h) suspension of the Company's activities, its liquidation, including the determination of the terms and conditions for the distribution of the Company's net assets among the participants, the opening (closure) of branches and representative offices of the Company;

i) resolving issues related to amendments and additions to these Articles of Association;

j) approval of the composition of the Board of Directors, appointment and early termination of powers of members of the Board of Directors;

k) approval of the rules of procedure of the Board of Governors;

m) any other matters assigned to the Board of Governors in accordance with these Articles of Association and the Agreement.

Article 13 Voting in the Board of Governors

1. Each member of the Board of Governors has 1 vote in the voting.

2. The Board of Governors meets as needed, but at least once a year.

Any member of the Board of Governors may initiate an extraordinary meeting of the Board of Governors, as well as make proposals to the agenda of the meeting.

3. A meeting of the Board of Governors is valid if all members of the Board of Governors are present.

4. The Board of Governors makes decisions on all matters by consensus.

5. When the Board of Governors decides to suspend or terminate the participation of any of its participants in the Company, the objections of this participant are not taken into account when determining the voting results.

6. The Board of Governors may vote by means of a written absentee ballot of the members of the Board of Governors. Such decisions are formalized by the minutes of the meeting of the Board of Governors, which is sent to the members of the Board of Governors no later than 3 working days after its holding.

7. The minutes of the Board of Governors meetings are kept in the Company's archive.

8. Chairman of the Board of Governors:

a) provides general guidance on the preparation of issues submitted for consideration by the Board of Governors at its next meeting;

b) defines the agenda;

c) opens, conducts and closes meetings of the Board of Governors.

9. Members of the Board of Governors have the right to receive information about the Company's activities and to get acquainted with its accounting (financial) statements and other documents of the Company.

10. The Board of Governors has the right to establish auxiliary and (or) advisory bodies that are not the Company's governing bodies to ensure its activities.

Article 14 The Board of Directors

1. The Board of Directors is the governing body of the Company, which provides general management of its activities.

2. The Board of Directors consists of one representative from the Government of each participating State at the level of Minister (Deputy Minister) or from an international financial organization from among the heads of the Council of Europe's highest governing body.

Decisions on the appointment and early termination of the powers of a member of the Board of Directors are made by the Board of Governors on the recommendation of a member of the Board of Governors appointed by the relevant participant.

When appointing members of the Board of Directors and during the performance of their duties, the principle of non-conflict of interests should be ensured.

3. The Board of Directors is chaired on a rotating basis by 1 participant in the order of the Russian alphabet for 1 calendar year without the right to prolong.

4. No remuneration is paid to the Chairman and members of the Board of Directors for performing their duties on the Board of Directors. During the performance of their duties, expenses related to their participation in meetings may be compensated. The amount of such compensation is determined based on the financial capabilities of the Company.

Article 15 Competence of the Board of Directors

1. The Board of Directors is responsible for the following issues:

a) defining the main areas of activity (priorities) The Company and key performance indicators for the financial year and the medium-term period in accordance with the Company's 5-year development strategy;

b) approval of the procedure (regulations) for the Company's reinsurance activities (including retrocession and other forms of reinsurance) and provision of export credits, export-oriented financing and investments from entrepreneurial and (or) political risks, including approval of regulations on the formation of reserves and regulations on insurance risk assessment and insurance risk management of the Company, in particular in accordance with Article 2 of this Statute;

c) approval of the quantitative composition and organizational structure of the management Board, appointment, including the extension of employment relations, taking into account the results of the execution (implementation) of the Company's development strategy for 5 years, dismissal, dismissal of the Chairman of the Management Board, deputy chairmen of the Management Board (if any) and members of the Management Board;

d) determining the terms of contracts and the amount of remuneration for the Chairman of the Management Board, Deputy Chairmen of the Management Board (if any) and members of the Management Board;

e) determining the functions of the Management Board and approving the number of employees of the Company, taking into account the principle of representation of the participating States based on the share of participation in the authorized capital of the Company;

f) approval of the Company's annual reports, taking into account the auditor's report;

g) approval of the Company's budget for the next financial year;

h) approval of the regulations on the formation of the Company's budget and control over its execution;

i) annual decision-making on the payment of remuneration to the Chairman of the Management Board, Deputy Chairmen of the Management Board (if any), and members of the Management Board, taking into account key performance indicators approved in accordance with subparagraph "a" of this paragraph;

j) approval of the procedure for selecting the external auditor of the Company, the candidacy of the external auditor of the Company, the procedure for the activities of the internal audit service of the Company and its staff, the procedure for the activities of the audit commission of the Company and its staff;

k) creation and determination of the size of the reserve fund and, by agreement of the Board of governors of other funds of the Company for the implementation of its individual functions;

m) consideration and adoption of decisions on consent to transactions or decisions on their subsequent approval, which exceed the established limit on reinsurance;

h) determination of the Company's liquidation procedure;

o) approval of the rules of procedure of the Board of Directors and the Management Board;

n) approval of requirements for the financial stability of the Company, including in terms of the total liability limit for assumed obligations under reinsurance contracts;

p) approval of the procedure for investing funds (insurance reserves, own funds, as well as other temporarily available funds) in the participating States and abroad;

t) approval of the Company's management reporting regulations;

y) approval of the Company's procurement regulations;

f) approval of the regulations on remuneration of employees of the Company;

x) approval of the procedure for issuing, placing, circulating, redeeming and repurchasing the Company's own securities;

c) preparation and submission of proposals to the Board of Governors on issues within its competence;

h) other matters assigned to the Board of Directors in accordance with the Agreement and these Articles of Association, except for matters falling within the competence of the Board of Governors.

2. The general instructions of the Board of Governors provided for in subparagraph "d" of Article 12 of these Articles of Association are mandatory for consideration by the Board of Directors when carrying out its activities within its competence provided for in subparagraphs "b", "p" and "r" of paragraph 1 of this Article.

3. The contract with the Chairman of the Management Board is signed by the Chairman of the Board of Directors or, on his written instruction, by a member of the Board of Directors.

Article 16 Voting in the Board of Directors

1. When voting, each member of the Board of Directors has a number of votes proportional to the share of the participant he represents in the authorized capital of the Company.

2. The Board of Directors holds meetings as necessary, but at least 2 times a year.

Extraordinary meetings of the Board of Directors are convened by the Chairman of the Board of Directors on his own initiative, at the request of a member of the Board of Directors, the Company's audit commission, an official responsible for organizing and conducting an internal audit of the Company, or the auditor (audit organization), the management board or its chairman, as well as a participant (participants) who account for at least 10 percent of the share in the paid-up authorized capital of the Company.

3. The Board of Directors shall make decisions on the issues provided for in subitems "a"- "b", "d" - "h", "m", "p" - "c" of paragraph 1 of Article 15 of these Articles of Association by a majority vote of the total number of its members holding at least two thirds of the total number of votes.

The Board of Directors makes decisions on other issues of the Company's activities by a simple majority of votes from the total number of votes.

In case of an equal number of votes, the Chairman of the Board of Directors has the casting vote.

5. The Board of Directors has the right to conduct voting by means of a written absentee poll of the members of the Board of Directors. Such decisions are formalized by the minutes of the meeting of the Board of Directors, which is sent to the members of the Board of Directors no later than 3 business days after its holding.

6. Minutes of meetings of the Board of Directors are kept in the Company's archive.

7. Chairman of the Board of Directors:

a) provides general guidance on the preparation of issues submitted for consideration by the Board of Directors at its next meeting;

b) defines the agenda;

c) opens, conducts and closes meetings of the Board of Directors;

d) appoints an interim Chairman of the Board of Directors from among the members of the Board of Directors.

8. Members of the Board of Directors have the right to receive information about the Company's activities and to familiarize themselves with its accounting (financial) statements and other documents of the Company.

9. The Board of Directors has the right to establish auxiliary and (or) advisory bodies that are not the Company's governing bodies to ensure its activities.

Article 17 The Board

1. The Management Board is a permanent collegial executive body of the Company that manages the Company's day-to-day operations.

The Board of Directors appoints the management board, as a rule, for a period of 5 years. The term of office of the members of the Management Board may be extended for 5 years, taking into account the fulfillment of the indicators laid down in the Company's development strategy.

In carrying out its activities, the Management Board is guided by the Agreement, these Articles of Association, and decisions of the Board of Governors and the Board of Directors.

The Management Board of the Company is accountable to the Board of Governors and the Board of Directors of the Company.

The members of the Management Board carry out their activities in the interests of the Company.

Appointment to the Management Board of the Company is carried out on a professional basis (based on the candidates' professional training, business reputation, knowledge and qualifications necessary for the proper performance of their duties), while ensuring the representation of all the founders of the Company.

Decisions on appointment of a member of the Management Board, extension and early termination of his/her powers are made by the Board of Directors.

2. The Board's responsibilities include the following issues:

a) preparation and submission to the Board of Governors of a draft 5-year development strategy for the Company, including a report on the results of its implementation, as well as the Company's priorities in the field of international cooperation and proposals for concluding cooperation agreements with international organizations;

b) preparation and submission of proposals on the main areas of activity (priorities) for approval by the Board of Directors Companies for the fiscal year and the medium-term period;

c) preparation and submission for approval by the Board of Directors of proposals on the requirements for the financial stability of the Company, including in terms of the total liability limit for assumed obligations under reinsurance contracts;

d) making decisions aimed at the Company's reinsurance activities (including retrocession and other forms of reinsurance) and securing export credits, export-oriented financing and investments from business and (or) political risks in accordance with the procedure approved by the Board of Directors in accordance with Article 2 of these Articles of Association;

e) preparation and organizational support for meetings of the Board of Governors and the Board of Directors;

f) preparation and submission for approval by the Board of Directors of financial year reports, draft budget (revenue and expenditure plan) Companies for each fiscal year;

g) preparation and submission for approval by the Board of Directors of the regulations on remuneration of employees of the Company;

h) making decisions regarding the placement and raising of funds, determining the rational structure of the Company's assets and liabilities in order to maintain their liquidity and generate profits, and ensuring risk and liquidity control;

i) approval of internal documents (including procedures, regulations, rules, regulations, instructions, requirements, procedures and other internal documents of the Company) referred to the competence of the Management Board;

j) preparation, preliminary review and decision-making on submitting, on the initiative of the Management Board, internal regulatory documents for consideration by the Board of Directors, the approval of which falls within the competence of the Board of Directors;

k) preparation and submission to the Board of Directors of drafts of other documents, the approval of which falls within the competence of the Board of Directors,

m) approval of the organizational structure and staffing table of the Company;

h) determining the conditions of social security, assessment (certification), and training of Company employees in accordance with the legislation of the host country;

o) conducting marketing research, consulting, research and educational activities in the field of reinsurance;

n) consideration of other issues of the Company's activities submitted for consideration by the Management Board by decision of the Chairman of the Management Board and not within the competence of the Board of Governors and the Board of Directors.

3. The number of members of the Management Board is determined by the Board of Directors. Members of the Management Board are appointed and dismissed by the Board of Directors. Members of the Management Board may not simultaneously be a member of the Board of Governors and (or) a member of the Board of Directors.

When appointing members of the Management Board and during the performance of their duties, the principle of absence of conflict of interests should be ensured.

On the recommendation of the Chairman of the Management Board, the Board of Directors decides to include the heads of the Company's structural divisions in the Management Board. The distribution of responsibilities among the members of the Management Board is carried out by its chairman. If necessary, the Board of Directors may review the composition of the Management Board and the number of its members.

4. Meetings of the Management Board are held as necessary, but at least once every 2 months. A meeting is considered valid if it is attended by at least two thirds of the total number of members of the Management Board.

Decisions at the Board meeting are made by a simple majority of votes. When making decisions, each member of the Management Board has 1 vote. If the votes are equal, the Chairman of the Management Board's vote is decisive. The decisions taken by the Management Board are binding.

The members of the Management Board have the right to include their comments and suggestions in the minutes of the Management Board meetings. The minutes of the Management Board meeting are signed by the Chairman of the Management Board.

Article 18 Chairman of the Management Board

1. The Chairman of the Management Board directs the activities of the Company and the Management Board within the scope of his competence and powers defined by these Articles of Association and decisions of the Board of Governors and the Board of Directors.

2. The Chairman of the Management Board is appointed by the Board of Directors for a term not exceeding 5 years.

The Chairman of the Management Board participates:

in meetings of the Board of Directors with the right of advisory vote;

in meetings of the Board of Governors without the right to vote.

The Chairman of the Management Board may not simultaneously be a member of the Board of Governors and (or) a member of the Board of Directors.

3. The Chairman of the Management Board is the official representative of the Company and has the following powers::

a) managing the Company's day-to-day operations in accordance with the decisions of the Board of Governors, the Board of Directors and the Management Board;

b) performing operations and transactions on behalf of the Company (without a power of attorney), representing the interests of the Company in relations with states, international financial and other organizations;

c) hiring and firing of the Company's employees, defining their official duties, setting the amount of remuneration, bonuses and other incentives for the Company's employees within the budget approved by the Company's Board of Directors;

d) making proposals on the personnel of the internal audit service;

e) issuing orders and giving instructions that are mandatory for all employees of the Company, as well as issuing power of attorney;

f) maintaining a list of Company members.

4. The Chairman of the Management Board is responsible to the Board of Governors and the Board of Directors for the execution of their decisions, the organization of the Company's work and the results of its activities.

5. In the absence of the Chairman of the Management Board or if he is unable to perform his duties, his functions and powers are performed by one of his deputies (if any) or members of the Management Board.

Section IV Selected aspects of the Company's activities

Article 19 Status of the Company as an international organization, prohibition of political activity

1. The Company, the Chairman of the Management Board, Deputy Chairmen of the Management Board (if any), members of the Management Board and employees of the Company in their decisions are guided solely by the interests of the Company, its goals and functions provided for in these Articles of Association.

The Chairman of the Management Board, Deputy Chairmen of the Management Board (if any), members of the Management Board and employees of the Company, when performing their duties, act only in the interests of the Company.

The members of the Company refrain from any attempts to exert pressure on any of these persons in the performance of their duties.

2. The Company does not participate in attracting resources, receiving assistance or any other kind of assistance that may in any way prejudice its goals or functions, limit them, lead to deviation from them or otherwise change them.

3. The Company, the Chairman of the Management Board, Deputy Chairmen of the Management Board (if any), members of the Management Board and employees of the Company should not interfere in political events taking place in any of the participating States. Decisions of the Company's management bodies should not be made under political pressure from the participants.

When making decisions, the Company's management bodies should be guided solely by considerations aimed at achieving the objectives of these Articles of Association.

Article 20 Communication channels

Each participant determines its official body or representative with whom the Company resolves issues arising within the framework of these Articles of Association.

Article 21 Working and official languages of the Company

The working and official languages of the Company are Russian.

Article 22 Financial year of the Company

The Company's fiscal year begins on January 1 and ends on December 31.

Article 23 Company audit and publication of reports

1. To monitor the financial and economic activities of the Company, an internal audit service is established in its structure, the personal composition of which is approved by the Board of Directors for a period of 1 year with the possibility of its extension. The Internal Audit Service is accountable to the Board of Directors.

1. An independent external audit of the Company is conducted annually to verify and confirm the reliability of the Company's annual financial statements.

The selection procedure for an independent international professional auditing organization licensed to conduct an audit and not related by property interests to the Company or its participants is determined by the Board of Directors.

The Board of Directors annually approves an independent international professional auditing organization, recognized as the best by the results of the selection, and grants the Chairman of the Management Board the right to conclude a contract with it.

3. The Company sends the annual report and the auditor's report on the financial statements to the participants no later than the last day of the first quarter of the year following the reporting one.

The Company publishes its financial statements and other reports, the publication of which seems appropriate to it in order to achieve its goals and perform its functions, based on generally accepted principles of insurance activity.

Article 24 Audit of the Company's activities

1. The audit of the Company's activities is carried out by the Company's audit commission, approved by the Board of Directors for a period of 4 years. The Audit Commission of the Company consists of the Chairman of the Audit Commission and its members.

2. The Chairman and members of the Audit Commission of the Company may not hold any positions in the Company.

3. The organization and procedure for conducting audits are determined by the Board of Directors.

4. The Chairman of the Management Board provides the Company's Audit Commission with all the materials necessary for the audit.

5. The reports of the Company's audit commission are submitted to the Board of Directors at least once a year.

Section V Withdrawal from the Company, suspension of the Company's activities, liquidation of the Company

Article 25 Withdrawal of participants from the Company

1. Any participant may, at its discretion, withdraw from the Company by notifying the Board of Governors in writing of its intention.

From the date of receipt by the Board of Governors of the said notification:

a) all rights granted to this participant in accordance with the Agreement and/or these Articles of Association, with the exception of the right to withdraw from the Company, are suspended;

b) this participant is not entitled to vote when making any decisions by the Board of Governors or the board of Directors. At the same time, he retains all direct and indirect obligations to the Company before leaving the Company.;

c) this participant does not bear any risk obligations assumed by the Company when concluding reinsurance contracts after receiving notification of this participant's intention to leave the Company, and also does not participate in the distribution of income and expenses of the Company.

2. Within 6 months from the date of receipt by the Board of Governors of the notification from the participant of his intention to withdraw from the Company, an agreement on the term and procedure for the settlement of relations between the Company and this participant must be concluded.

3. Prior to the expiration of 6 months from the date of receipt by the Board of Governors of a notification from a participant of his intention to withdraw from the Company, or prior to the date of conclusion of an agreement on the term and procedure for resolving relations between the Company and a participant in the Company, this participant may notify the Board of Governors in writing of the cancellation of the said notification.

4. A participant who has notified the Board of Governors of his intention to resign from the Company shall terminate his participation in the Company's activities from the date of conclusion of an agreement on the term and procedure for resolving relations between him and the Company, no later than 6 months from the date of receipt by the Board of Governors of the written notification.

5. No later than 3 working days from the date of termination of the participation of a State Party in the Company's activities in accordance with paragraph 4 of this Article, the Company shall send a notification to the depositary of the Agreement on the withdrawal of such State from the Company.

Article 26 Settlement of settlements with former participants

1. Before the date of termination of participation in the Company's activities, the Company and the participant may reach an agreement on the repurchase of this participant's share in the authorized capital of the Company on mutually beneficial terms.

2. If, after 6 months from the date of receipt by the Company of a written notification from the participant of his intention to withdraw from the Company, an agreement on the repurchase of his share in the authorized capital has not been reached, the repurchase of this share is carried out by the Company on the following conditions:

a) the repurchase price is determined based on the value of the Company's net assets as of the date the Company receives notification from the participant of his intention to leave the Company and the amount of the paid-up share of this participant in the authorized capital of the Company;

b) the share is paid in several stages in the amount and within the time limits determined by the Board of Governors, taking into account the financial condition of the Company.;

c) payments may be made in several stages to the extent that the amounts due as the purchase price exceed the total amount of obligations to the Company provided for in subparagraph "b" of paragraph 1 of Article 25 of these Articles of Association.;

d) the amount owed to the participant for the repurchase of his share is withheld until the participant or any of his structures settle their financial obligations to the Company for the payment of any amount that, at the discretion of the board of governors, may be offset against the amount owed to the participant for the repurchase of his share.;

e) if the Company incurs a net loss on reinsurance risks assumed in accordance with these Articles of Association as of the date of the participant's withdrawal from the Company, and the amount of such loss exceeds the amount of reserves provided for these operations, such participant, at the request of the Company, shall repay the amount by which the repurchase price of its shares would decrease if would such a loss have been taken into account when determining the purchase price;

f) no amounts due to the participant for the repurchase of his share shall be paid earlier than 6 months from the date of receipt by the Company of notification from the participant of his intention to withdraw from the Company. If, within 6 months from the date of a participant's withdrawal from the Company, the Board of Governors decides to initiate the liquidation of the Company, as provided for in subparagraph "g" of Article 12 of this Charter, all legal relations between the Company and such participant shall be governed by the provisions provided for in paragraph 4 of Article 29 of this Charter.

3. According to the results of settlement of settlements with the former participant, his share in the authorized capital of the Company, purchased by the Company, may be offered to other participants by decision of the Board of Governors.

Article 27 Suspension of participation in the Company

1. If a participant fails to fulfill his obligations to the Company, his participation in the Company may be suspended by decision of the Board of Governors.

2. The activities of the participant referred to in paragraph 1 of this Article during the period of suspension of his participation in the Company are determined by the procedure provided for in paragraph 1 of Article 25 of these Articles of Association.

3. If, after 1 year from the date of the decision to suspend participation in the Company, the Board of Governors does not decide on the restoration of the participant in his rights, this participant is considered excluded from the Company. Further legal relations between him and the Company are regulated in accordance with Articles 25 and 26 of this Charter.

Article 28 Temporary suspension of the Company's activities

In an emergency, the Management Board, by decision of the Board of Governors, may temporarily suspend the Reinsurance Company's activities until the Board of Governors considers the situation and takes the necessary measures to preserve and fulfill all obligations under previously concluded agreements.

Article 29 Termination of activity and liquidation of the Company

The members of the Company refrain from any attempts to exert pressure on any of these persons in the performance of their duties.

When making decisions, the Company's management bodies should be guided solely by considerations aimed at achieving the objectives of these Articles of Association.

Article 20 Communication channels

Each participant determines its official body or representative with whom the Company resolves issues arising within the framework of these Articles of Association.

Article 21 Working and official languages of the Company

The working and official languages of the Company are Russian.

Article 22 Financial year of the Company

The Company's fiscal year begins on January 1 and ends on December 31.

Article 23 Company audit and publication of reports

1. An independent external audit of the Company is conducted annually to verify and confirm the reliability of the Company's annual financial statements.

Article 24 Audit of the Company's activities

2. The Chairman and members of the Audit Commission of the Company may not hold any positions in the Company.

3. The organization and procedure for conducting audits are determined by the Board of Directors.

4. The Chairman of the Management Board provides the Company's Audit Commission with all the materials necessary for the audit.

5. The reports of the Company's audit commission are submitted to the Board of Directors at least once a year.

Section V Withdrawal from the Company, suspension of the Company's activities, liquidation of the Company

Article 25 Withdrawal of participants from the Company

1. Any participant may, at its discretion, withdraw from the Company by notifying the Board of Governors in writing of its intention.

From the date of receipt by the Board of Governors of the said notification:

a) all rights granted to this participant in accordance with the Agreement and/or these Articles of Association, with the exception of the right to withdraw from the Company, are suspended;

Article 26 Settlement of settlements with former participants

b) the share is paid in several stages in the amount and within the time limits determined by the Board of Governors, taking into account the financial condition of the Company.;

Article 27 Suspension of participation in the Company

1. If a participant fails to fulfill his obligations to the Company, his participation in the Company may be suspended by decision of the Board of Governors.

Article 28 Temporary suspension of the Company's activities

Article 29 Termination of activity and liquidation of the Company

1. The decision to initiate liquidation, as well as the liquidation of the Company, is made by the Board of Governors.

2. When the Board of Governors decides to initiate the liquidation of the Company, the Company immediately ceases its activities, with the exception of activities to preserve its assets and settle financial obligations.

All mutual rights and obligations of the Company and its participants remain in place until the final settlement of obligations and asset allocation.

3. Payments to creditors are made at the expense of the Company's assets. Before making payments to creditors, the Management Board takes the necessary measures to ensure a proportional distribution of payments among the holders of claims.

4. The Company's assets are distributed in the following order:

a) assets are distributed among the participants after the repayment of all the Company's obligations to creditors or after the creation of a reserve for their repayment;

b) the Company's assets are distributed in proportion to the size of the shares in the authorized capital contributed by each participant, and are carried out in accordance with the procedure established by the Board of Directors. Assets distributed among participants can be expressed in monetary or non-monetary form. The Participant is not entitled to receive his share of the distributed assets until the financial obligations to the Company are fulfilled.;

c) a participant receiving distributable assets in accordance with this paragraph shall enjoy in respect of these assets the same rights that the Company enjoyed in respect of these assets prior to their distribution.

Section VI Immunities, privileges and benefits of the Company Article 30 Immunities and privileges of the Company

1. In order to achieve its goals and perform its functions, the Company shall be endowed in the territory of each Participating State with the immunities, privileges and facilities provided for in this section and established in accordance with agreements concluded between the Company and the Participating States.

2. The Company is immune from any form of prosecution, except in cases that are not a consequence of the exercise of its powers or are not related to the exercise of these powers. Claims against the Company, with the exception of disputes between the Company and a participant falling within the scope of Article 34 of this Charter, may be filed only with a competent court in the territory of the State in which the Company is located, or has a branch, representative office or subsidiary, or has appointed an agent for the purpose of accepting a subpoena or notification of the process, or has issued securities or guaranteed them.

3. Regardless of the provisions of paragraph 2 of this Article, no action shall be taken against the Company and no claims shall be filed by any participant or other person, body or institution acting or making claims on behalf of such participant. Participants may use special dispute resolution procedures provided for in these Articles of Association, the Company's regulations and regulations, as well as agreements concluded between the Company and the Governments of the participating States and international financial organizations.

4. The Company's property and assets located in the territories of the Participating States shall be immune from search, requisition, seizure, confiscation, expropriation or any other form of seizure or alienation until a final judicial decision is rendered against the Company.

5. All property and assets of the Company, regardless of their location, are exempt from any restrictions, regulations and moratoriums.

6. Archives, property, documents, as well as any information belonging to the Company or owned by it, are inviolable in the territories of the Participating States.

7. The Participating States shall provide the Company with no less favorable conditions for its official communications than those provided by the Governments of these Participating States to any other State, including its diplomatic missions, with respect to priority, tariffs and rates for mail, cables, telegrams, radiograms, telephone use and other means of communication, and also regarding the application of reduced rates for the purpose of transmitting information to the media. All expenses related to the payment of these services are made at the expense of the Company.

8. The Chairman of the Board of Governors and members of the Board of Governors, the Chairman of the Board of Directors and members of the Board of Directors, the Chairman of the Management Board, Deputy Chairmen of the Management Board (if any), members of the Management Board and employees of the Company have any form of immunity from judicial and administrative prosecution in respect of actions committed by them in the performance of their official duties. The provisions of this paragraph shall not apply in cases of civil liability for harm to the life and health of citizens caused by the actions of the above-mentioned persons, including as a result of road accidents.

Article 31 Tax benefits

1. The Company, its income, property and other assets, as well as operations and transactions carried out by the Company in accordance with the Agreement and this Charter in the territories of the Participating States, are exempt from taxes, fees, duties and other payments, with the exception of those that represent fees for specific types of services.

2. Salaries and remuneration of the Chairman of the Management Board, Deputy Chairmen of the Management Board (if any), members of the Management Board and employees of the Company are exempt from taxation.

Each Participating State has the right not to apply the exemption specified in the first paragraph of this paragraph to its citizens and persons permanently residing in its territory.

3. No obligations or securities issued by the Company, regardless of who holds them, as well as dividends or interest on them, shall be subject to any taxes in the Participating States in the following cases::

a) if such taxes discriminate against such obligations or securities solely because they are issued by the Company;

b) if the only basis for such taxation is the place of issue of the specified obligations or securities, or the currency in which they are issued, payable or payable, or the location of any institution or place of business owned by the Company.

Article 32 Waiver of immunities and privileges

The Company may waive any immunities, privileges or benefits provided for in these Articles of Association, which, in its opinion, are not in the interests of the Company.

The Chairman of the Management Board is obliged to waive any immunity, privilege or benefit in respect of any employee of the Company, with the exception of the Chairman of the Management Board, Deputy Chairmen of the Management Board (if any) and members of the Management Board, when, in his opinion, such immunity, privilege or benefit complicates the administration of justice and when waiving them does not harm the interests of the Company. In similar cases, the Board of Governors and the Board of Directors are required to waive any immunity, privilege or benefit in respect of the Chairman of the Management Board, Deputy Chairmen of the Management Board (if any) and members of the Management Board.

Section VII Final provisions

Article 33 Amendments to the present Charter

1. By mutual agreement of the participants, amendments may be made to these Articles of Association, which are formalized in separate protocols in accordance with Article 5 of the Agreement.

2. A proposal to amend these Articles of Association received from a participant is brought to the attention of the Chairman of the Board of Governors, who submits it for consideration by the Board of Governors.

Article 34 Settlement of disputes related to the application of these Articles of Association and arising in the course of the Company's activities

1. Disputes and disagreements related to the application of these Articles of Association and arising in the course of the Company's activities between the Company and a participant, or between the Company and a former participant, or between the Company and a participant during the suspension (termination) of the Company's activities, shall be resolved by the parties to the dispute through negotiations and consultations.

2. If such disputes and disagreements have not been resolved through negotiations and consultations, they are referred to either party to the dispute in accordance with the established procedure for resolution by the Board of Governors.

3. Any of the parties to the dispute has the right to challenge the decision of the Board of Governors by referring the dispute to an arbitration court consisting of three arbitrators, one of whom is appointed by the Company, the other by the relevant participant, and the third by agreement of the appointed arbitrators. If the parties do not agree, the third arbitrator is appointed by the body included in the list approved by the Board of Governors. A specific body from the specified list is determined by a decision of the Board of Governors based on the principles of its competence and impartiality.

4. The decision is made by the arbitrators by a majority vote and is final and binding.

APPENDIX to the Charter of the Eurasian Reinsurance Company

The shares of the founders in the authorized capital of the Eurasian Reinsurance Company

Republic of Armenia - 450,000,000 (four hundred and fifty million) Russian rubles - 3 (three) percent of the authorized capital

The Republic of Belarus - 4500000000 (four billion five hundred million) Russian rubles - 30 (thirty) percent of the authorized capital

The Republic of Kazakhstan - 3000000000 (three billion) Russian rubles - 20 (twenty) percent of the authorized capital

Kyrgyz Republic - 300,000,000 (three hundred million) Russian rubles - 2 (two) percent of the authorized capital

1. The decision to initiate liquidation, as well as the liquidation of the Company, is made by the Board of Governors.

All mutual rights and obligations of the Company and its participants remain in place until the final settlement of obligations and asset allocation.

4. The Company's assets are distributed in the following order:

a) assets are distributed among the participants after the repayment of all the Company's obligations to creditors or after the creation of a reserve for their repayment;

Section VI Immunities, privileges and benefits of the Company Article 30 Immunities and privileges of the Company

5. All property and assets of the Company, regardless of their location, are exempt from any restrictions, regulations and moratoriums.

6. Archives, property, documents, as well as any information belonging to the Company or owned by it, are inviolable in the territories of the Participating States.

Article 31 Tax benefits

Each Participating State has the right not to apply the exemption specified in the first paragraph of this paragraph to its citizens and persons permanently residing in its territory.

a) if such taxes discriminate against such obligations or securities solely because they are issued by the Company;

Article 32 Waiver of immunities and privileges

The Company may waive any immunities, privileges or benefits provided for in these Articles of Association, which, in its opinion, are not in the interests of the Company.

Section VII Final provisions

Article 33 Amendments to the present Charter

1. By mutual agreement of the participants, amendments may be made to these Articles of Association, which are formalized in separate protocols in accordance with Article 5 of the Agreement.

Article 34 Settlement of disputes related to the application of these Articles of Association and arising in the course of the Company's activities

4. The decision is made by the arbitrators by a majority vote and is final and binding.

APPENDIX to the Charter of the Eurasian Reinsurance Company

The shares of the founders in the authorized capital of the Eurasian Reinsurance Company

Republic of Armenia - 450,000,000 (four hundred and fifty million) Russian rubles - 3 (three) percent of the authorized capital

The Republic of Belarus - 4500000000 (four billion five hundred million) Russian rubles - 30 (thirty) percent of the authorized capital

The Republic of Kazakhstan - 3000000000 (three billion) Russian rubles - 20 (twenty) percent of the authorized capital

Kyrgyz Republic - 300,000,000 (three hundred million) Russian rubles - 2 (two) percent of the authorized capital

I certify that this text is a complete and true copy of the Agreement on the Establishment of the Eurasian Reinsurance Company, signed in Yerevan on October 20, 2022, in one original copy in Russian.

The agreement was signed:

for the Republic of Armenia - Prime Minister of the Republic of Armenia Nikol Pashinyan;

for the Republic of Belarus - Prime Minister of the Republic of Belarus R. A. Golovchenko;

for the Kyrgyz Republic — Chairman of the Cabinet of Ministers of the Kyrgyz Republic - Head of the Presidential Administration of the Kyrgyz Republic A. U. Japarov;

for the Republic of Kazakhstan — Prime Minister of the Republic of Kazakhstan A. A. Smailov;

for the Russian Federation - Chairman of the Government of the Russian Federation Mikhail Mishustin.

The original copy of the Agreement is kept at the Ministry of Foreign Affairs of the Russian Federation.

Associate Director

Legal Department

Ministry of Foreign Affairs

Of the Russian Federation

I. Kotkova

"11" November, 2022

President

Republic of Kazakhstan

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