On the ratification of the Agreement on the Establishment of the Eurasian Development Bank

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Law of the Republic of Kazakhstan dated April 12, 2006 No. 137

To ratify the Agreement on the Establishment of the Eurasian Development Bank, signed in Astana on January 12, 2006.

President of the Republic of Kazakhstan

 AGREEMENT on the Establishment of the Eurasian Development Bank

The Contracting Parties, in order to promote the economic growth of the States Parties to this Agreement and expand trade and economic ties between them, have agreed as follows:

 Article 1

To establish the Eurasian Development Bank (hereinafter referred to as the Bank), designed to promote the establishment and development of the market economy of the States Parties to this Agreement, their economic growth and the expansion of trade and economic ties between them through investment activities. The Bank promotes the strengthening of international financial and economic cooperation by participating in the work of other international financial and banking organizations and unions.

 Article 2

The Bank's activities are guided by generally recognized principles and norms of international law, applicable international treaties, this Agreement and the Bank's Charter. The Bank operates in accordance with generally accepted principles of banking activity. The Bank's Charter is approved by this Agreement, is an integral part of it and is issued as an annex to this Agreement. In order to ensure the performance of its functions, the Bank may conclude agreements with the Governments of the States Parties to this Agreement on the conditions of the Bank's stay on their territory, as well as with central (national) banks and other authorized bodies of the States Parties to this Agreement.

 Article 3

After the entry into force of this Agreement, other States and international organizations may join it, provided that they comply with the requirements and procedures provided for in the Bank's Charter. This Agreement shall enter into force for the States and international organizations acceding to it from the date of deposit of the instrument of accession to this Agreement. From the date of deposit of the first such document and as long as this Agreement remains multilateral, the functions of the depositary are performed by the Ministry of Foreign Affairs of the Russian Federation.

 Article 4

Each participant in this Agreement may withdraw from the Bank by sending a written notification of its intention to the depositary and fulfilling the conditions stipulated by the Bank's Charter. This Agreement shall terminate for such participant on the day of the final settlement of relations between the Bank and this participant in accordance with the Bank's Charter.

 Article 5

This Agreement may be amended and supplemented with the consent of all its participants, which are formalized in separate protocols.

 Article 6

Disagreements related to the application or interpretation of the provisions of this Agreement shall be settled by its participants through negotiations and consultations.

 Article 7

This Agreement shall enter into force on the date of receipt, through diplomatic channels, of the last written notification that the Contracting Parties have completed the internal procedures necessary for its entry into force. The provisions of paragraph 4 of Article 8 of the Bank's Charter shall apply temporarily from the date of signing this Agreement. Done in Astana on January 12, 2006, in two copies in Russian.

For the Republic of Kazakhstan For the Russian Federation

ANNEX to the Establishment Agreement Eurasian Development Bank dated January 12, 2006

 THE CHARTER OF THE EURASIAN DEVELOPMENT BANK

The Eurasian Development Bank (hereinafter referred to as the Bank) was established in accordance with the Agreement on the Establishment of the Eurasian Development Bank signed on January 12, 2006 (hereinafter referred to as the Agreement) and carries out its activities in accordance with it. This Charter is an integral part of the Agreement.

 Section I Objectives, functions and participants of the Bank

 Article 1 Objectives of the Bank

The Bank is designed to promote the establishment and development of the market economy of the Bank's member States, their economic growth and the expansion of trade and economic ties between them through investment activities. The Bank carries out activities aimed at strengthening international financial and economic cooperation in accordance with the principle of openness to new participants - States and international organizations.

 Article 2 Functions of the Bank

To achieve its goals, the Bank performs the following functions:: Carries out investment activities in the interests of the socio-economic development of the Bank's member states by financing projects and programs, providing guarantees and participating in the authorized capital of organizations, using its own capital and funds raised on international and national financial markets, as well as other available resources.; advises the Bank's participants on economic development, efficient use of resources, expansion of trade and economic ties, conducts information and analytical work in the field of public and international finance; interacts with international organizations, states, national institutions and business entities of the Bank's member states and other countries interested in financing economic development; carries out other activities that do not contradict the objectives of the Bank, as defined by the Agreement, bilateral agreements concluded by the Bank with the Bank's participants, their central (national) banks and other authorized bodies, as well as international banking practice.

 Article 3 Status and location of the Bank

1. The Bank is an international organization subject to international law, has international legal capacity and has the right, in particular, to conclude international agreements within its competence. 2. The Bank shall enjoy the rights of a legal entity in the territory of the member States of the Bank and, in particular, shall be authorized: a) make any transactions that do not contradict the Bank's Charter; b) lease, acquire and alienate movable and immovable property, as well as otherwise dispose of said property; c) act in judicial and arbitration bodies. In the territory of the Bank's member States, the Bank shall have the same procedural rights to protect its interests as are reserved by the legislation of the Bank's member States for legal entities; d) perform other actions aimed at achieving the Bank's objectives in accordance with these Articles of Association. 3. The Bank is not liable for the obligations of its participants, and the participants of the Bank are not liable for the obligations of the Bank. The Bank's participants bear the risk of losses related to the Bank's activities, within the limits of the value of their shares. 4. The Bank's location is the city of Almaty, Republic of Kazakhstan. 5. The Bank's activities on the territory of the Bank's member States are determined by applicable international treaties, the Agreement, this Charter, agreements concluded by the Bank with the Governments of the Bank's member States on the conditions of the Bank's stay on their territory, as well as with central (national) banks and other authorized bodies of the Bank's member States, and in their absence or in the part that is not regulated by these documents is the legislation of the member States of the Bank in whose territory such activities are carried out. The provisions of the legislation of the member States of the Bank, which establish the procedure for the establishment, licensing, regulation and termination of the activities of organizations, do not apply to the Bank. 6. By decision of the Bank's Board and in agreement with the Bank's participants, the Bank has the right to open branches and (or) representative offices, as well as establish subsidiary banks and organizations.

 Article 4 Founders and participants of the Bank

1. The founders of the Bank are the Republic of Kazakhstan and the Russian Federation represented by their Governments. 2. The founders of the Bank become its participants after payment of the Bank's shares in accordance with paragraph 2 of Article 8 of these Articles of Association. 3. The Bank is open for interested States and international organizations that share the Bank's goals to join it. States and international organizations admitted to the Bank become its participants on the basis of decisions of the Bank's Council adopted in accordance with these Articles of Association, after joining the Agreement and paying for the Bank's shares in accordance with the procedure established by the Bank's Council.

 Section II Capital of the Bank

 Article 5 Authorized capital

The authorized capital of the Bank is 1500000000 (One billion five hundred million) US dollars, divided into 1500000 (One million five hundred thousand) shares with a par value of 1000 (One thousand) US dollars each. One paid share represents one vote for voting purposes.

 Article 6 Initial subscription to the authorized capital

1. The founders of the Bank shall carry out an initial subscription to the Bank's shares in the amount provided for in the appendix, which is an integral part of these Articles of Association. 2. If any of the founders of the Bank has announced a subscription or subscribed to a smaller number of shares than provided for in the appendix to these Articles of Association, the Board of the Bank is obliged to immediately offer another founder of the Bank to use the right to subscribe to the remaining shares. This right must be exercised within one year from the date of receipt of the specified offer. In case of waiver of this right, the Bank's Board decides to re-offer shares for subscription or reduce the authorized capital accordingly.

 Article 7 Change of the authorized capital

For the Republic of Kazakhstan For the Russian Federation

ANNEX to the Establishment Agreement Eurasian Development Bank dated January 12, 2006

 THE CHARTER OF THE EURASIAN DEVELOPMENT BANK

 Section I Objectives, functions and participants of the Bank

 Article 1 Objectives of the Bank

 Article 2 Functions of the Bank

 Article 3 Status and location of the Bank

 Article 4 Founders and participants of the Bank

 Section II Capital of the Bank

 Article 5 Authorized capital

 Article 6 Initial subscription to the authorized capital

 Article 7 Change of the authorized capital

1. The authorized capital of the Bank may be increased by a decision of the Bank's Board by issuing additional shares in accordance with the procedure established by these Articles of Association and the Bank's Board. The distribution of additional shares is carried out by an additional subscription. The Bank's participants have a pre-emptive right to purchase shares by additional subscription in an amount proportional to their share in the authorized capital immediately prior to its increase. At the same time, the Bank's participants are not required to carry out an additional subscription. In the event of a complete or partial waiver by any of them of this right, the procedure for subscribing to an undistributed share of shares is established by the Bank's Board. 2. The authorized capital of the Bank may be reduced by a decision of the Board of the Bank by reducing the number of shares in accordance with the procedure provided for by these Articles of Association and the Board of the Bank.

 Article 8 Payment of shares

1. The shares for which the initial subscription has been announced are paid at face value. 2. Each founder of the Bank shall pay for at least 20 (twenty) percent of the shares of the authorized capital, which are allocated to this founder in accordance with the annex to these Articles of Association, no later than 30 (thirty) days after the date of commencement of the founder's execution of its budget for the year following the year of entry into force of these Articles of Association. 3. On account of the rest of the initial subscription, each founder of the Bank issues payment obligations, which are repaid annually within two (2) years. years in equal installments, the first of which is due no later than 12 (twelve) months after the payment made in accordance with paragraph 2 of this Article. 4. Payment of the initial contribution for the formation of the Bank's authorized capital in accordance with paragraph 2 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 Bank's authorized capital is credited to a temporary savings account with the National Bank of the Republic of Kazakhstan. The obligations of the founder to contribute to the authorized capital of the Bank shall be deemed fulfilled after the transfer of funds from the temporary savings account to the Bank's account opened in accordance with paragraph 9 of this Article of the Charter. 5. Payment of shares of the Bank's authorized capital may be made by the Bank's participants ahead of schedule. 6. If, within the two (2) years referred to in paragraph 3 of this Article, one of the founders has not fully paid for the shares under the initial subscription, the Bank's Board shall establish the procedure for the acquisition of unpaid shares by other Bank participants. In case of waiver of this right by all participants, the Bank's Board decides to re-offer shares for subscription or reduce the authorized capital accordingly. 7. Shares are paid in US dollars. 8. As payment for a portion of the shares, a Bank participant may make a non-monetary contribution (property) to the authorized capital in accordance with the procedure and on the terms stipulated by the Bank's Board, the total value of which should not exceed 10 percent of its share in the authorized capital of the Bank. The property transferred to the Bank as a contribution to the authorized capital cannot be burdened with obligations. The value of the contributed property is determined by an independent appraisal organization, determined by the Bank's Board, and approved by the Bank's Board. 9. The funds received from the payment of shares by the founders of the Bank are credited to the Bank's account with the National Bank of the Republic of Kazakhstan.

 Section III Resources, activities and operations of the Bank

 Article 9 Resources of the Bank

1. The Bank carries out its activities at the expense of its own and borrowed funds. 2. The Bank's resources and services are provided solely for the achievement of its objectives and the performance of the functions provided for in these Articles of Association, in accordance with the rules, procedures and regulations approved by the Bank's Board. The Bank ensures that all conditions for the provision of the Bank's resources and services to the participating States comply with their national legislation and are protected by it so that there are no obstacles to the Bank's activities, repayment of debts to the Bank and satisfaction of its other legitimate claims. 3. The Bank may create funds for the implementation of certain functions. At the expense of deductions from profits, the Bank forms a reserve fund and other trust funds, the procedure for the formation and management of which is approved by the Bank's Board. 4. The Bank may, by decision of the Bank's Board and on the basis of agreements, assume obligations to manage special funds formed by a Bank participant, a group of participants or other organizations to solve tasks corresponding to the goals and functions of the Bank. All expenses related to the management of special funds are carried out at the expense of these funds.

 Article 10 Investment activity

1. As part of its investment activities, the Bank finances projects and programs, among which priority is provided for by interstate and intergovernmental agreements of the Bank's participants, provides guarantees, bank guarantees and guarantees, participates in the authorized capital of organizations. 2. The Bank provides loans in freely convertible currency and the national currency of the Bank's member States. The terms of granting and repayment of loans are the subject of agreements with borrowers. The Bank may provide loans jointly with international financial institutions, commercial banks and other interested institutions. 3. The Bank carries out investment activities in accordance with the regulations on investment activities approved by the Bank's Board. When carrying out investment activities, the Bank ensures its own interests, in particular, organizes and participates in the examination of investment projects, evaluates the solvency of beneficiaries. 4. The amount of the Bank's paid-up investments in the authorized capital of organizations may not exceed the amount corresponding to the amount of its paid-up authorized capital, profits and reserves. 5. The Bank also provides other project financing services to both the Bank's member States and other States interested in receiving such services.

 Article 11 Information and analytical activities

1. The Bank collects, systematizes and analyzes information on the state of the economy and financial markets of the Bank's member states, their investment opportunities, monetary and currency relations, and legislation in the field of banking and currency regulation. On this basis, information and analytical materials are being developed for the Bank's participants and other users. 2. The Bank may enter into agreements with other organizations for the purpose of information exchange.

 Article 12 Borrowing and other activities of the Bank

1. In order to achieve its goals and perform the functions stipulated by this Charter, the Bank is entitled to carry out the following types of activities: a) issue, placement, circulation, redemption and repurchase of own securities in accordance with the terms stipulated by the Bank's Board; b) placement or participation in the placement of securities issued by any organization; c) raising funds on international and national financial markets; d) investing or depositing funds (including special funds) that the Bank temporarily does not need; e) providing consulting services; f) leasing activities; g) concluding transactions for the purchase and sale of currencies, as well as rights (claims) in foreign currency; h) conducting transactions with precious metals, precious stones and other currency valuables; and) performing any other operations that may be necessary to achieve the Bank's objectives and are not contrary to the Bank's Charter. 2. The Bank does not attract funds from individuals to deposits.

 Section IV Bank management

The Bank is managed by the Bank's Board, the Bank's Management Board and the Chairman of the Bank's Management Board.

 Article 13 The Bank's Council

1. The Board of the Bank is the highest governing body of the Bank, which provides general management of its activities. 2. Each member of the Bank appoints one authorized representative and his deputy to the Board of the Bank, who are members of the Board of the Bank, and officially informs the Bank about this. When voting, each authorized representative of a Bank participant is given the number of votes that the Bank participant he represents has. In the absence of an authorized representative at a meeting of the Bank's Board, his deputy performs the duties of an authorized representative, including taking part in voting. 3. The Board of the Bank annually elects one of the authorized representatives as Chairman of the Board of the Bank, who performs his duties until the election of the next Chairman of the Board of the Bank. The Board of the Bank may elect members of the Board of the Bank as Deputy Chairmen of the Board of the Bank. 4. No remuneration is paid to the Chairman and Deputy Chairmen of the Board of the Bank, as well as to authorized representatives and their deputies, for performing their duties on the Board of the Bank.

 Article 14 Competence of the Bank's Board

1. The Bank's Board is responsible for resolving the following issues: a) determining the main directions of the Bank's activities, including credit policy issues, in accordance with its goals and objectives; b) accepting new participants into the Bank and determining the conditions for their acceptance; c) accepting new participants into the Bank by transferring shares to new participants; d) making decisions on increasing or decreasing the authorized capital e) making decisions on the redistribution of the authorized capital between the Bank's participants; f) appointment and dismissal of the Chairman of the Bank's Management Board on the recommendation of the Bank's founders; g) determination of the amount of remuneration for the Chairman of the Bank's Management Board; h) approval of candidates for deputy Chairmen of the Bank's Management Board on the recommendation of the Chairman of the Bank's Management Board; i) approval of the Bank's organizational structure; k) approval of the annual report of the Bank's Management Board, annual balance sheet and profit statement; and losses of the Bank, taking into account the auditor's report; k) approval of the Bank's budget for the next financial year; m) approval of the procedure for selecting the Bank's external auditor and the Bank's external auditor itself, as well as the procedure for the activities of the internal audit service and the Bank's audit commission; h) making decisions on the establishment of the Bank's internal funds, the size of reserve and other funds, as well as on the distribution of the Bank's profits; o) determining the Bank's priorities in the field of international cooperation and making decisions on decisions on concluding cooperation agreements with international organizations; n) making decisions on opening branches, establishing subsidiary banks and organizations; (p) Suspension of the Bank's participant's activities; (c) making decisions on suspending the Bank's operations and initiating its liquidation, including determining the terms and conditions for distributing the Bank's net assets among participants; (t) resolving issues related to amendments to these Articles of Association; (y) approving the regulations on the Bank's investment activities; (f) reviewing and approving investment projects Of the Bank, which, in accordance with the regulations on the Bank's investment activities, fall within the competence of the Bank's Board; x) determining the procedure for the Bank's liquidation; c) approval of the rules of procedure of the Bank's Board; h) any other issues that are assigned to the Bank's Board in accordance with these Articles of Association. 2. The Bank's Board has the right to delegate powers to the Bank's Management Board on certain issues, with the exception of issues requiring appropriate powers and (or) decisions of the Governments of the Bank's member States. 3. To vote on the issues stipulated in sub-paragraphs "b", "d", "e", "p", "r", "c", "t" of paragraph 1 of this Article, the members of the Bank's Board must have the appropriate powers and (or) decisions of their governments. 4. The contract with the Chairman of the Management Board of the Bank is signed by the Chairman of the Board of the Bank or, on his written instruction, by a member of the Board of the Bank.

 Article 15 Voting in the Bank's Board

1. Each member of the Bank is allocated one vote for each paid-up share of the Bank's authorized capital. 2. The Board of the Bank holds its meetings as necessary, but at least twice a year. Extraordinary meetings of the Bank's Board are convened on the initiative of the Bank's Management Board or its Chairman, as well as a participant or participants in the Bank, who account for at least one quarter of the votes in the paid-up authorized capital of the Bank. 3. A meeting of the Bank's Board is valid if it is attended by authorized representatives of the Bank's participants who hold at least three-quarters of the total number of votes. 4. The Board of the Bank shall make decisions on the issues provided for in subparagraphs "a", "b", "d", "e", "p", "r", "c", "t", "x" of paragraph 1 of Article 14 of these Articles of Association by a three-quarters majority vote. When the Bank's Board decides to suspend the participation of any of its participants in the Bank, the objections of this participant are not taken into account when determining the voting results. 5. If no more than 2 members of the Bank participate in the Bank's share capital, decisions on the issue provided for in subparagraph "l" of paragraph 1 of Article 14 of these Articles of Association shall be taken by the Bank's Board unanimously. 6. Decisions on other issues of the Bank's activities are made by the Bank's Board by a simple majority vote. 7. The Board of the Bank has the right to vote by means of a written absentee poll of the members of the Board of the Bank. Such decisions are formalized by the minutes of the meeting of the Bank's Board, which is sent to the members of the Bank's Board. 8. The Bank's Board has the right to establish subsidiary bodies other than the Bank's governing bodies to ensure the activities of the Bank's Board.

 Article 16 The Management Board of the Bank

1. The Management Board of the Bank is a permanent collegial executive body of the Bank. The activities of the Bank's Management Board are regulated by the Bank's Council. In carrying out its activities, the Bank's Management Board is guided by these Articles of Association and the decisions of the Bank's Board. The Bank's Management Board is accountable to the Bank's Board. 2. The following issues are within the competence of the Bank's Management Board: a) development of programs for the Bank's activities, including investment, preparation of proposals for solving strategic tasks of the Bank's activities; b) preparation of meetings of the Bank's Council, submission of financial year reports and the draft budget of the Bank for the next financial year for approval by the Bank's Council; c) organization of an expert examination of the Bank's investment portfolio, assessment of the Bank's resource potential, preparation of proposals regarding the priority of project financing, decision-making on project financing within the powers determined by the Bank's Council, preparation of opinions on projects with investment volumes exceeding the limits set by the Bank's Board for consideration by the Bank's Board; d) analysis of proposals related to the placement and raising of funds, determining the rational structure of the Bank's assets and liabilities in order to maintain liquidity and generate profits, ensure risk and liquidity control; e) approval of tariffs for the Bank's services; f) approval of the Bank's rules and procedures; g) maintaining the register of Bank participants; h) other issues activities of the Bank that are not within the competence of the Bank's Board. 3. The numerical composition of the Bank's Management Board is determined by the Bank's Board. The members of the Bank's Management Board are appointed and dismissed by the Bank's Board. Members of the Bank's Management Board may not simultaneously be members of the Bank's Board. On the recommendation of the Chairman of the Bank's Management Board, the Bank's Board decides to include the heads of the Bank's structural divisions in the Management Board. The distribution of duties among the members of the Management Board is carried out by its chairman. If necessary, the Bank's Board may review the composition of the Bank's Management Board and the number of its members. 4. Meetings of the Bank's Management Board are held as necessary, but at least once every two 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 a meeting of the Bank's Management Board are made by a majority vote. When making decisions, each member of the Management Board has one vote. If the votes are equal, the Chairman of the Management Board's vote is decisive. The decisions taken by the Bank's Management Board are binding. The members of the Bank's Management Board have the right to include their comments and suggestions in the minutes of meetings of the Bank's Management Board. The minutes of the Management Board meeting are signed by the Chairman of the Management Board of the Bank.

 Article 17 Chairman of the Management Board of the Bank

1. The Chairman of the Management Board of the Bank shall direct the activities of the Bank and the Management Board within the limits of his competence and rights defined by these Articles of Association and decisions of the Board of the Bank. 2. The Chairman of the Bank's Management Board is elected for a four-year term and may be re-elected for a new term. The Chairman of the Management Board of the Bank may terminate his duties prematurely by a decision of the Board of the Bank adopted by at least three-quarters of the total votes of the Board members. The Chairman of the Bank's Management Board participates in meetings of the Bank's Board with the right of an advisory vote. The Chairman of the Bank's Management Board may not simultaneously be the authorized representative of a Bank participant in the Bank's Board or his deputy. 3. The Chairman of the Management Board of the Bank is the official representative of the Bank and has the following powers:: a) manage the Bank's day-to-day operations in accordance with the decisions of the Bank's Board and the Bank's Management Board; b) perform operations and transactions on behalf of the Bank (without a power of attorney), represent the Bank's interests in relations with states and international financial and other organizations; c) approve the staffing table of the Bank, accept and dismiss Bank employees, determine job responsibilities, set the amount of remuneration for Bank employees within the budget approved by the Bank's Council; d) make proposals on the personnel of the internal audit service; e) issue orders and give instructions that are mandatory for all Bank employees. 4. The Chairman of the Bank's Management Board is responsible to the Bank's Board for the execution of its decisions, the organization of the Bank's work and the results of its activities. 5. On the recommendation of the Chairman of the Bank's Management Board, the Bank's Board appoints his deputies, whose powers and duties are determined by the Chairman of the Bank's Management Board. The Deputy Chairmen of the Bank's Management Board are members of the Bank's Management Board. In the absence of the Chairman of the Bank's Management Board, his functions and powers are performed by the deputy appointed by him. If the Chairman of the Management Board of the Bank is unable to perform his duties, one of the Deputy Chairmen of the Management Board of the Bank, by decision of the Chairman of the Board of the Bank, is vested with the powers of the Chairman of the Management Board of the Bank and performs his functions.

 Section V Selected aspects of the Bank's activities

 Article 18 Status of the Bank as an international organization, prohibition of political activity

1. The Bank, the Chairman of the Management Board of the Bank, the Deputy Chairmen of the Management Board of the Bank, the members of the Management Board of the Bank and the employees of the Bank in their decisions are guided solely by the interests of the Bank, its objectives and functions provided for in these Articles of Association. 2. The Chairman of the Management Board of the Bank, the Deputy Chairmen of the Management Board of the Bank, the members of the Management Board of the Bank and the employees of the Bank, when performing their duties, act only in the interests of the Bank. Given the Bank's status as an international organization, the Bank's members refrain from any attempts to exert pressure on any of these individuals in the performance of their duties. 3. The Bank does not participate in attracting credit 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. 4. The Bank, the Chairman of the Bank's Management Board, the Deputy Chairmen of the Bank's Management Board, members of the Bank's Management Board and employees of the Bank should not interfere in political events taking place in any of the Bank's member States. Decisions of the Bank's bodies should not be made under political pressure from the Bank's participants. When making decisions, the Bank's bodies should be guided solely by considerations aimed at achieving the objectives of these Articles of Association.

 Article 19 Communication channels

Each member State of the Bank determines its official body with which the Bank resolves issues arising within the framework of this Charter.

 Article 20 Banking secrecy

The Bank ensures compliance with the requirements of the legislation of the Bank's member States on the preservation of banking secrecy.

 Article 21 Working and official language of the Bank

The Bank's working and official language is Russian.

 Article 22 Financial year of the Bank

The Bank's financial year begins on January 1 and ends on December 31.

 Article 23 Distribution of the Bank's profits

1. By decision of the Bank's Board, profits are subject to distribution among the Bank's participants only after the reserve fund reaches 15 (fifteen) percent of the Bank's authorized capital. The profit is distributed by decision of the Bank's Board after the approval of the annual report, confirmed by an external auditor, while the profit is used, among other things, to replenish the Bank's reserve and other funds. 2. The distribution of the Bank's profits among the Bank's participants is carried out in proportion to the number of shares paid by them as of the end of the financial year in which the profit was received.

 Article 24 Audit of the Bank and publication of reports

1. To monitor the financial and economic activities of the Bank, an internal audit service is established in its structure, the personal composition of which is approved by the Bank's Board for a period of one year with the possibility of its extension. The Internal Audit Service is accountable to the Bank's Board. 2. An independent external audit of the Bank is conducted annually to verify and confirm the reliability of the Bank'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 Bank or its participants is determined by the Bank's Board. The Bank's Board annually approves an independent international professional auditing organization, recognized as the best by the results of the selection, and grants the Chairman of the Bank's Management Board the right to conclude a contract with it. 3. The Bank shall send the annual report and the auditor's report on it to the Bank's participants no later than the first quarter of the year following the reporting year. The Bank publishes its financial statements and any other reports that it considers appropriate to publish in order to achieve its goals and perform its functions based on generally accepted banking principles.

 Article 25 Audit of the Bank's activities

1. The audit of the Bank's activities is carried out by the Bank's audit commission, approved by the Bank's Board for a period of four years. The Audit Commission of the Bank consists of the Chairman of the Audit Commission and its members. 2. The Chairman and members of the Bank's Audit Commission may not hold any positions in the Bank. 3. The organization and procedure for conducting audits are established by the Bank's Board. 4. The Chairman of the Management Board of the Bank provides the Bank's Audit Commission with all the materials necessary for the audit. 5. The reports of the Bank's Audit Commission are submitted to the Bank's Board at least once a year.

 Section VI Withdrawal from the Bank, suspension of the Bank's operations, liquidation of the Bank

 Article 26 Withdrawal of participants from the Bank

1. Any member of the Bank has the right to withdraw from the Bank by notifying the Board of the Bank in writing of its intention. From the date of receipt of the specified notification by the Bank: a) all rights granted to this Bank participant in accordance with the Agreement and these Articles of Association, except for the right to withdraw from the Bank, are suspended; b) this Bank participant is not entitled to vote when making any decisions by the Bank's Management Board or the Bank's Board. At the same time, he retains all direct and indirect obligations to the Bank as long as any part of loans, investments in the authorized capital or guarantees provided to him before leaving the Bank remains unresolved; c) this member of the Bank is not liable for loans, investments in the authorized capital and guarantees provided After receiving notification of the intention of this participant to withdraw from the Bank, and also does not participate in the distribution of income and expenses of the Bank. 2. Within six months from the date of receipt by the Bank of the notification from the participant of the Bank of its intention to withdraw from the Bank, an agreement on the term and procedure for the settlement of relations between the Bank and this participant must be concluded. 3. Prior to the expiration of six months from the date of receipt by the Bank of a notification from a Bank participant of its intention to withdraw from the Bank, or prior to the date of conclusion of an agreement on the term and procedure for resolving relations between the Bank and a Bank participant, this participant may notify the Bank in writing of the cancellation of the said notification. 4. A Bank participant who has notified the Bank's Board of his intention to withdraw from its membership shall terminate his participation in the Bank's activities from the date of conclusion of an agreement on the term and procedure for the settlement of relations between him and the Bank, but no later than six months from the date of receipt by the Bank of the written notification. 5. A Bank participant withdrawing from the Bank and the Bank continue to be responsible for their obligations under the bank-client relationship.

 Article 27 Settlement of settlements with former members of the Bank

1. Prior to the date of termination of participation in the Bank's activities, the Bank and a participant in the Bank may reach an agreement on the repurchase of this participant's share in the authorized capital of the Bank on terms acceptable to each other. 2. If, after six months from the date of receipt by the Bank of a notification from a Bank participant of its intention to withdraw from the Bank, an agreement on the repurchase of its share in the authorized capital has not been reached, the repurchase of this share is carried out by the Bank on the following conditions: a) the repurchase price is determined based on the amount of the Bank's net assets as of the date of receipt by the Bank from the participant of the notification of its intention to withdraw from the Bank and the paid share of this participant in the authorized capital of the Bank; b) payment for shares is made periodically after their transfer by a Bank participant to the Bank in the amount, at the time and in the currency(s) determined by the Bank's Board, taking into account its own financial condition; c) payments may be made periodically to the extent that the amounts due as the purchase price exceed the total amount of obligations to the Bank provided for in subparagraph "b" of paragraph 1 of Article 26 of these Articles of Association; d) any amount owed to a participant for his share of shares is not paid during such a period of time during which the participant or any of its structures continues to be responsible to the Bank for the payment of any amount, and such amount may, at the discretion of the Bank, be offset at the time when it becomes payable against any amount due from the Bank; e) if the Bank incurs a net loss on transactions carried out in accordance with these Articles of Association as of the date of withdrawal of a Bank participant from the Bank, and the amount of such loss exceeds the amount of reserves provided for these transactions, such a Bank participant, at the request of the Bank, 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 a Bank participant for its shares shall be paid earlier than 6 months from the date on which the Bank receives notification from the Bank participant of his intention to withdraw from the Bank. If, within 6 months from the date of the withdrawal of a Bank participant from the Bank, the Bank's Board decides to initiate the liquidation of the Bank, as provided for in subparagraph "c" of paragraph 1 of Article 14 of these Articles of Association, all rights of this participant and issues related to the relationship between the Bank and such participant shall be governed by the provisions provided for in paragraph 4 of Article 30 of these Articles of Association. 3. Based on the results of settlement of settlements with the former participant of the Bank, his share in the authorized capital of the Bank, purchased by the Bank, may be offered to other participants of the Bank by decision of the Board of the Bank.

 Article 28 Suspension of participation in the Bank

1. If a Bank participant fails to fulfill its obligations to the Bank, the Bank may suspend its participation. The suspension of participation is carried out by a decision of the Bank's Board adopted in accordance with paragraph 4 of Article 15 of these Articles of Association. 2. The activities of a Bank participant specified in paragraph 1 of this Article during the period of suspension of its participation in the Bank are determined by the provisions of paragraph 1 of Article 26 of this Charter. 3. If, after one year, the Board of the Bank does not take a decision to restore the rights of a member of the Bank, then this member is considered excluded from the Bank. Further relations between him and the Bank should be carried out in accordance with Articles 26 and 27 of this Code. The Charter.

 Article 29 Temporary suspension of operations

In an emergency situation, the Bank's Management Board, by a decision taken by three-quarters of the total number of votes, may temporarily suspend operations for the provision of new loans and guarantees, placement of securities, technical assistance and investments in the authorized capital until the Bank's Board considers the situation and takes the necessary measures.

 Article 30 Final termination of operations and liquidation of the Bank

1. The decision to initiate the liquidation of the Bank is made by the Bank's Board. The decision to liquidate the Bank is made by the Bank's participants. 2. When the Bank's Board decides to initiate the liquidation of the Bank, the Bank immediately ceases its activities, with the exception of activities to streamline the sale and conservation, preserve its assets and settle its obligations. All mutual rights and obligations of the Bank and its participants remain in force until the final settlement of obligations and asset allocation. 3. Creditors' claims are satisfied at the expense of the Bank's assets. Before making any payments to creditors, the Bank's Management Board takes the necessary measures to ensure a proportional distribution of payments among the holders of claims. 4. The distribution of the Bank's assets is carried out as follows: a) assets are distributed among the Bank's participants after all the Bank's obligations to creditors are settled or a reserve is created for such settlement.; b) any distribution of the Bank's assets is carried out in proportion to the part of the authorized capital paid by each participant of the Bank, and is carried out on the basis of terms and conditions approved by the Bank's Board. The assets distributed among the Bank's participants may be of different types. No member of the Bank has the right to receive his share of the distributed assets until he fulfills all his obligations to the Bank.; c) a Bank participant receiving distributable assets in accordance with this article shall enjoy in respect of them the same rights that the Bank enjoyed in respect of these assets prior to their distribution.

 Section VII Bank's immunities, privileges and benefits

In order to achieve its goals and perform its functions, the Bank is endowed in the territory of each member State of the Bank with the immunities, privileges and benefits provided for in this section and fixed in the agreements concluded between the Bank and the participants of the Bank.

 Article 31 Immunities and privileges of the Bank

1. The Bank shall be immune from any 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. Lawsuits against the Bank may be initiated only in the competent courts in the territory of the State in which the Bank is located, or has a branch, subsidiary bank or representative office, or has appointed an agent to accept a subpoena or notice of the process, or has issued securities or guaranteed them. 2. Regardless of the provisions of paragraph 1 of this Article, no actions or claims shall be taken against the Bank by any participant of the Bank or any person, body or institution of the participant acting or making claims on behalf of such participant. The members of the Bank may use special procedures to resolve disputes provided for in these Articles of Association, the regulations and regulations of the Bank, as well as agreements concluded by the Bank with Member States and international organizations. 3. The property and assets of the Bank located on the territory of the Bank's participants are immune from search, requisition, seizure, confiscation, expropriation or any other form of seizure or alienation until a final court decision is rendered against the Bank. 4. To the extent necessary to achieve the objectives and perform the functions of the Bank, and subject to the provisions of these Articles of Association, all property and assets of the Bank are free from any restrictions, regulations and moratoriums. 5. Archives, property, as well as any information that belongs to the Bank or of which it is the owner, are inviolable on the territory of the Bank's participants. 6. The member States of the Bank shall provide the Bank with no less favorable conditions for its official communication than those provided by the Governments of these Bank members to any other Government, including its diplomatic missions, with respect to priority, tariffs and rates for postal items, cables, telegrams, radiograms, telephone use and other means of communication, as well as in 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 Bank. 7. All authorized representatives of the Bank, their deputies, the Chairman of the Bank's Management Board, Deputy Chairmen of the Bank's Management Board, members of the Bank's Management Board and employees of the Bank have immunity from judicial and administrative prosecution for actions committed by them in the performance of their official duties. These immunities do not apply to civil liability in the event of damage caused in road accidents.

 Article 32 Tax benefits

1. The Bank, its income, property and other assets, as well as its operations and transactions carried out in accordance with this Statute in the territory of the Member States of the Bank, are exempt from any 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 of the Bank, Deputy Chairmen of the Management Board of the Bank, members of the Management Board of the Bank and employees of the Bank are exempt from taxation. Each member State of the Bank has the right not to apply the specified exemption from taxation in respect of its citizens and persons permanently residing in the territory of this State. 3. No obligations or securities issued by the Bank, as well as dividends or interest on them, regardless of who holds them, are subject to any taxes in the member States of the Bank.: a) which discriminate against such obligations or securities solely by virtue of the fact that they are issued by a Bank, or b) if the only legal basis for such taxation is: the place of issue of said obligations or securities; the currency in which they are issued, payable or payable; the location of any institution or place of business owned by the Bank.

 Article 33 Waiver of immunities and privileges

The Board of the Bank may waive any immunity, privilege or benefit provided for in these Articles of Association to the extent and on such terms as, in its opinion, may be in the interests of the Bank. The Chairman of the Management Board of the Bank is obliged to waive any immunity, privilege or benefits in respect of any employee of the Bank, with the exception of the Chairman of the Management Board of the Bank, Deputy Chairmen of the Management Board of the Bank and members of the Management Board of the Bank, when, in his opinion, such immunity, privilege or withdrawal complicates the administration of justice and when waiving them does not prejudice the interests of the Bank. In similar circumstances and under the same conditions, the Board of the Bank is obliged to waive any immunity, privilege or exemption in respect of the Chairman of the Board of the Bank, Deputy Chairmen of the Board of the Bank and members of the Board of the Bank.

 Section VIII Final provisions

 Article 34 Amendments to the present Statute

Any proposal to amend these Articles of Association received from an authorized representative of a Bank participant is brought to the attention of the Chairman of the Bank's Board, who submits this proposal for consideration by the Bank's Board. By mutual agreement of the Bank's participants, amendments and additions may be made to these Articles of Association, which are formalized in separate protocols and enter into force in accordance with the procedure established by these protocols.

 Article 35 Settlement of disputes related to the interpretation and application of this Charter

Disputes related to the interpretation and application of these Articles of Association, arising between a member of the Bank and the Bank or between the participants of the Bank, are resolved through consultations and negotiations between these participants.

 Article 36 Procedure for resolving disputes arising in the course of the Bank's activities

1. Disputes and disagreements arising in the course of the Bank's activities between the Bank and a Bank participant, or between the Bank and a party that has terminated its participation in the Bank, or between the Bank and any participant during the suspension and termination of the Bank's activities, will, if possible, be resolved by the parties 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 Bank's Board. 3. Either party may challenge the decision of the Bank's Board by referring the dispute to an arbitration court consisting of three arbitrators, one of whom is appointed by the Bank, the other by the relevant participant in the Bank, and the third, by agreement of the appointed arbitrators or, if the parties do not reach a common agreement, by the President of the International Court of Justice of the United Nations. The arbitrators make a decision by a majority vote, and their decision is final and binding on the parties to the dispute.

APPENDIX to the Statute of the Eurasian Development Bank

SUBSCRIPTION to the authorized capital of the Bank's founders

Republic of Kazakhstan - 500,000 (five hundred thousand) shares - one third of the authorized capital Russian Federation - 1,000,000 (one million) shares - two thirds of the authorized capital

President

Republic of Kazakhstan

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