1. The Union of Legal Entities “Kazakhstan Association of Oil/Gas and Energy Sector Organizations “KAZENERGY”, hereinafter referred to as “the Association”, incorporated at the initiative of legal entities, acts on a voluntary basis maintaining principles of equality of its members, self-administration, legality, reporting and transparency of the activity in compliance with the Civil Code and other statutes of the Republic of Kazakhstan.

         2. The Association is an independent nonprofit institution, a voluntary union of oil/gas and energy sector organizations of the Republic of Kazakhstan. Any regional and branch associations, unions, social organizations, funds, enterprises, and other legal entities whose activity is aimed at business development and support may become members of the Association.

         3. Full name of the Association:

         4. Address of the Association is 19 Kabanbai Batyr Ave., Yessil District, Astana, 010000, Republic of Kazakhstan.

         5. The Association carries out its activity all over the territory of the Republic of Kazakhstan.

         6. The Association is a legal entity and acts in compliance with the current legislation of the Republic of Kazakhstan.

         7. The Association has got its solitary beneficially owned property securing by it all liabilities; the Association is able to acquire on its behalf or exercise property and personal non-property rights and obligations, and to sue and be sued in any court. The Association has got its independent balance-sheet, current and other accounts in banks of the Republic of Kazakhstan and abroad, own seals, stamps, standard forms, and logo in line with laws of the Republic of Kazakhstan.

         8. Legal capacity of the Association as a legal entity arises as of the moment of registration with the law enforcement agencies in the procedure established by laws of the Republic of Kazakhstan.

         9.  The Association aims at uniting legal entities to coordinate their activity, to represent and protect general interests including the property interests to create favorable conditions for their further development.

         10. The objectives of the Association activity are as follows:

         1) protection of rights and interests of members of the Association;

         2) support and cooperation in development of oil/gas and energy sector organizations of the Republic of Kazakhstan – members of the Association;

         3) support of profile and scientific, consultative, educational and other organizations and institutions;  

         4) promotion, coordination, and implementation of target programs and projects aimed at entrepreneurship development and support;

         5) arrangement of informational and consultative, scientific and methodological activity, inclusive of publishing and interaction with the mass media;

         6) other activities promoting development of all the forms of private economic initiative and entrepreneurship.

         11. To fulfill objectives stipulated by the present Charter the Association shall be entitled:

         1) to carry out trade, mediatory and other commercial operations aimed at allocation of the revenue earned for fulfillment of the objectives stipulated by the present Charter;

         2) to render and receive aid (voluntary donations, grants, etc.), to promote economic reforms and create favorable conditions for entrepreneurship development;

         3) to conduct other activities except that prohibited by laws of the Republic of Kazakhstan.

         12. The Association carries out its activity in strict compliance with the current legislation of the Republic of Kazakhstan and present Charter.

         13. Any legal entities inclusive of unions, associations, nongovernmental organizations, funds and other non-profit and commercial organizations whose activity complies with the goals and objectives of the Association activity may become members of the Association.

         14. Admission to the Association shall be implemented according to the resolution of the General Meeting of Members of the Association on the basis of a written application of an authorized representative of a legal entity in the name of the Chairman of the Association and payment of admission fee.

         15. The admission fee to be paid by organizations joining the Association amounts to 100,000 (one hundred) Tenge.

         16. The amount and procedure for payment of current membership dues shall be defined by the General Meeting of Members of the Association.

         17. Membership in the Association may be terminated on a voluntary basis or by the resolution of the General Meeting of Members of the Association.

         18. A member of the Association may withdraw from it at any time upon expiry of one month as of the day of submitting a written statement declaring member’s withdrawal. In this case a member of the Association shall bear subsidiary liability for the Association obligations which had arisen prior to its withdrawal from the Association proportionally to its membership dues within two years as of the moment of withdrawal.

         19. Exclusion from the Association shall be referred to the competence of the General Meeting of Members of the Association.

The grounds for exclusion from the Association are as follows:

         20. Dues paid by a member of the Association shall not be reimbursed upon liquidation of a legal entity, its withdrawal or exclusion from the Association.

         21. Members of the Association shall be entitled:

         1) to participate in management of the Association in line with the present Charter;

         2) to nominate own representatives to the Association bodies;

         3) to withdraw from the Association;

         4) to demand from the Executive Committee to secure proper fulfillment of obligations by the Association members in line with the current legislation of the Republic of Kazakhstan and statutory documents of the Association;

         5) to participate in (be a member of) other commercial and nonprofit organizations;

         6) to receive information on activity of the Association from the Executive Committee within 40 calendar days;

         7) to vote at the General Meeting of Members of the Association.

         22. Members of the Association shall be obliged:

         23. Members of the Association shall maintain their independence and rights of a legal entity.

         24. The Association shall be entitled:

         25. The property of the Association includes buildings, constructions, areas, manufacturing facilities, social and cultural objects, cash, land lots, transport means, participation shares in chartered capitals of other legal entities, shares, obligations and other property acquired by the Association, accounted on its balance-sheet and wholly-owned by it.

         27. The General Meeting of Members (their representatives) of the Association is the supreme managerial body of the Association. The representational quota for each member of the Association is one member with one voting share.

         28. The Chairman of the Association is the management body (sole) of the Association; the Chairman shall be elected by the General Meeting of Members (Founders) of the Association. A Labour Agreement with the Chairman of the Association shall be signed on behalf of the Association by its authorized representative appointed by the General Meeting of Members of the Association.

         29. The Chairman of the Association shall:

         1) chair at meetings of the General Meeting of Members of the Association, keep and sign Minutes of meetings of the General Meeting of Members of the Association;

         2) adopt resolutions on conducting absentee meetings of the General Meeting of Members of the Association;

         3) empower an employee of the Association or a representative of a member of the Association for fulfillment of functions of acting Chairman at a meeting of the General Meeting of Members of the Association;

         4) represent under Power of Attorney and on behalf of a member (members) of the Association its (their) interests in the state authorities of the Republic of Kazakhstan, foreign and international organizations, and hold negotiations with the above mentioned organizations;

         5) determine the qualitative composition of the Executive Committee;

         6) determine the qualitative composition, appoint and terminate ahead of schedule powers of members of the Board of the Association;

         7) coordinate activity of the Executive Committee and General Director;

         8) approves of the manpower and list of officials of the Association;

         9) represent, without any Power of Attorney, interests of the Association and act on its behalf in interaction with the state authorities of the Republic of Kazakhstan, unions of legal entities, foreign and international organizations including but not limited by entering into contracts (concluding agreements) on behalf of the Association;

         10) hire, transfer and dismiss from the managerial staff of the Association, reward and impose disciplinary sanctions, defines rates of their salary and personal incentives;

         11) issue a Power of Attorney providing the right of representing the Association in relations with organizations mentioned in sub-item 9), item 29 of the present Charter;

         12) make decisions on opening bank settlement and other accounts;

         13) define the list of data referred to confidential information of the Association;

         14) exercise other authorities in compliance with statutory documents of the Association and resolutions of the General Meeting of Members of the Association.

         30. Should the Chairman of the Association fail to attend a meeting of the General Meeting of Members of the Association, the functions of a chairing person shall be transferred to the General Director or a person appointed in the procedure set forth in sub-item 3), item 29 of the present Charter.

         31. To the exclusive competence of the General Meeting of Members of the Association shall refer the following:

         1) amending statutory documents of the Association;

         2) determination of the priority business trends, principles of formation and use of the Association property;

         3) election and termination of powers of the Chairman of the Association;

         4) approval of the annual financial statements of the Association;

         5) approval of the annual plan of work and introducing amendments into it on the basis of proposals submitted by the Executive Committee of the Association;

         6) foundation of branches and representative offices of the Association;

         7) participation in establishment or activity of other legal entities;

         8) making decisions on reorganization or liquidation of the Association;

         9) approval of the liquidation balance-sheet of the Association;

         10) election of the Secretary of the General Meeting of Members of the Association;

         11) other issues the decision making on which is referred by the acting legislation of the Republic of Kazakhstan and statutory documents of the Association to the competence of the General Meeting of Members of the Association.

         32. The Secretary of the General Meeting of Members of the Association shall:

         1) keep minutes of meetings of the General Meeting of Members of the Association;

         2) secure conducting of absentee meetings of the General Meeting of Members of the Association;

         3) perform other functions under instruction of the General Meeting of Members of the Association and General Director related to conduct of meetings of the General Meeting of Members of the Association.

         33. To control counting of votes on resolutions adopted the General Meeting of Members of the Association shall elect the Ballot Commission consisting of three persons out of participants of a meeting or the Association employees.

         34. The General Meeting of Members of the Association may annul the resolution of the Executive Committee and General Director should such decision be made with an excess of their authorities.

         35. The General Meeting of Members of the Association shall be eligible provided that more than a half of its members participate in a meeting unless otherwise is stipulated by the present Charter.

36. Resolutions of the General Meeting of Members of the Association on the issues mentioned below shall be adopted by 2/3 of votes of the total number of members of the Association:

         1) on reorganization or liquidation of the Association;

         2) on introducing amendments and (or) supplementing the Charter of the Association;

         3) on an issue specified in sub-item 3), item 31 of the present Charter;

         4) on an issue specified in item 19 of the present Charter.

Resolutions of the General Meeting of Members of the Association on other issues shall be adopted by a majority of votes of members of the Association participating in a meeting. The voting shall be held on “one member – one vote” principle.

         37. Regular meetings of the members of the Association shall be convened not less than once a year and not later than 4 months as of the end of the financial year.

General Meetings arranged prior to the above mentioned date shall be extraordinary.

         38. Extraordinary meetings of the Resolutions of the General Meeting of Members of the Association shall be convened as required at the initiative of the Chairman of the Association or its Board within one month as of the day of notification delivery to all the members of the Association. The notification date shall be the date of receipt of a written notice on convocation of an extraordinary meeting of the Association with corresponding record on receipt date statement. The above mentioned written notification shall be signed by the Chairman of the Association or its authorized representative (an employee of the Association or a representative of a member of the Association).

         39. The Board of the Association shall act as the advisory and consultative body of the Association under management of the Chairman of the Association.

The Board of the Association shall:

         1) make proposals on issues submitted for its consideration by the Chairman of the

Association;

         2) consider under instructions of the Chairman of the Association applications of candidates as for compliance of their activity to goals and objectives of the Association;

         3) provide recommendations and consultations regarding the activity of the Association;

         4) perform other functions stipulated by the present Charter and resolutions of the General Meeting of Members of the Association and the Chairman of the Association.

         40. The Executive Committee is the executive body of the Association.

            The Executive Committee shall carry out current management of the Association activity being accountable to the General Meeting of Members of the Association and secure implementation of its resolutions.

         41. The exclusive competence of the Executive Committee shall include decision making on all the issues which do not refer to the competence of the General Meeting of Members of the Association and competence of the Chairman of the Association.

         42. The General Director appointed by the Chairman of the Association shall manage operation of the Executive Committee and shall bear responsibility to the Association for the results and legibility of the activity of the Executive Committee.

         43. The General Director shall:

         1) act on the basis of a Power of Attorney issued by the Chairman of the Association on behalf of the Association in its relations with the third parties including but not limited by entering into agreements (concluding contracts) with the on behalf of the Association;

         2) secure implementation of resolutions of the General Meeting of Members of the Association, the chairman and the Executive Committee;

         3) hire, transfer and dismiss employees of the Association except for the managerial staff of the Association, reward and impose disciplinary sanctions on them, define rates of salary and incentives in line with the staffing chart of the Association;

         4) issue Powers of Attorney providing the right of representing the Association in its relations with the third parties except for organizations specified in sub-item 9) item 29 of the present Charter;

         5) provide material and technical support of the activity of the Association within the limits of its means;

         6) attract as coordinated by the Chairman of the Association additional sources of financing to secure conducting of the chartered activity;  

         7) provide annual reports on receipt and allocation of cash funds to the General Meeting of Members of the Association;

8) arrange conduct of regular and extraordinary meetings of the General Meeting of Members of the Association, as well as keeping of minutes;

         9) arrange under instructions of the Chairman of the Association in-person voting in the procedure established by the resolution of the General Meeting of Members of the Association;

         10) submit under instructions of the Chairman of the Association the issues for voting by the General Meeting of Members of the Association;

         11) approve of job instructions of employees of the Association.

         44. The General Director shall be entitled to transfer a part of his/her powers to Deputy General Directors or any other authorized employee of the Association.

         45. The Inspector is a supervising body (sole) of the Association elected by the General Meeting of Members of the Association for a period of one year.

         46. The Inspector shall control over regular allocation of budget and conduct of financial and economic operations, assess the current and scheduled programs of the Association activity, control over compliance with provisions of the legislation and internal documents of the Association.

         47. An issue of amending or supplementing the present Charter of the Association may be initiated by any member of the Association, the Chairman of the Association, the Executive Committee or Inspector.

         48. Persons mentioned in item 47 of the present Charter shall submit draft amendments and (or) supplements to statutory documents providing their justification to the Chairman of the Association, who shall then convene an extraordinary meeting of the General Meeting of Members of the Association.

         49. The Chairman of the Association shall include the issue of amending documents into the Agenda.

         50. The Association shall record results of its activity, keep accounting and statistical reporting in compliance with provisions of the legislation of the Republic of Kazakhstan.

         51. The financial year of the Association shall coincide with a calendar year.

         52. The Association may be reorganized and liquidated on a voluntary basis under the resolution of the General Meeting of Members of the Association and compulsorily by the court decision on the basis of and in the procedure established by the Civil Code and other laws of the Republic of Kazakhstan. The procedure of formation and operation of the Liquidation Commission shall be governed by the acting legislation of the republic of Kazakhstan.

         53. Upon liquidation of the Association its property or means received from its sale should not be regarded as income of its members. The property of the Association upon termination of its activity after settlements with creditors shall be allocated for implementation of goals stipulated by the present charter or shall be transferred to organizations carrying out similar activity.

         54. While making a decision on other issues not covered by the present Charter the Association shall be guided by the acting legislation of the Republic of Kazakhstan.