1 Structures for Private Wealth Management Almaty, Kazakhstan Presented by Simon Mackenzie Partner – Ogier Group Group Director - Ogier Fiduciary Services May 2011

2 Contents 1.Introduction to trusts 2.Foundations 3.Companies 4.Case study and example structure 5.Administration issues Control Due diligence / “KYC” Confidentiality Incorporation Ongoing administration Liquidation 6.Features and benefits of international jurisdictions 7.How can Ogier help?

3 Trusts - introduction to the trust concept A trust is a legally binding arrangement whereby a person (known as a settlor) transfers assets to another person (known as a trustee) who is entrusted with legal title to the trust assets, not for his own benefit, but for the benefit of other persons (known as beneficiaries, who may include the settlor or for a specified purpose). The components of a trust: Settlor Trustee Beneficiaries Trust fund Protector (optional)

4 Trusts - structure Letter of Wishes Trustee Trust Fund Company Beneficiaries Settled assets Protector (optional) Settlor

5 Uses of trusts Trusts can be established for many reasons, be it business continuity, personal succession, asset protection, tax efficiency, family governance or confidentiality. Potential benefits include: Provide for dependants - distributions can be made to children at predetermined ages, or for specific purposes such as funding education Business continuity and preservation of family wealth - pass on wealth intact through generations Protection of assets against future claims against the owner Estate planning - avoid costs, delay, legal problems, publicity and unwanted procedures on death Avoidance of forced heirship Tax planning

6 Foundations - introduction to the foundation concept Foundations are vehicles for holding assets. A foundation is traditionally viewed as being somewhere between a trust and a company A foundation must usually be established with one or more ‘objects’. Objects can be charitable, non-charitable or a mixture of both Permissible objects might include, for example, benefiting a particular person or class of persons or carrying out a specific purpose or holding a particular asset “Ownerless” incorporated vehicle with separate legal personality A foundation’s powers will be exercised by its council (similar to a company’s board of directors)

7 Foundations – structure Founder Foundation Council Foundation (charter and regulations) Company Objects Registered office Advisors (optional) Guardian (optional)

8 Uses of Foundations Common reasons for the establishment of a Foundation include: Business planning Holding assets to benefit family members. Succession planning to enable family assets such as businesses to benefit the next generation without the need to physically divide that asset. Carrying out charitable or philanthropic purposes. Retaining and preserving specific assets. Holding an asset such as a company to carry out a specific transaction.

9 Companies A company is an incorporated body with separate legal personality formed for the purpose of business or a special purpose Uses of international companies: Holding vehicles Segregation of assets Funding and financing Listing vehicles etc

10 Company structure Shareholders Board of Directors Memorandum of Association Articles of Association Business Registered office Advisors

11 Case Study Key considerations: Income for owner and family members Succession planning for the business Asset protection Estate planning Kazakh Holding Co. Subsidiary Businesses in Kazakhstan Kazakh Individual 100% owns

12 Example Structure Trust Holding Company (Double Tax Treaty Jurisdiction) International Holding Co. Kazakh Holding Co. Kazakh Holding Co. Business Assets in Kazakhstan (Assets outside Kazakhstan) International Holding Companies Subsidiary

13 Administration - issues of control Governance Potential tax liability Methods of retaining influence Trusts Foundations Companies

14 Administration – due diligence / “KYC” Why is it required? Documents / information required Who is it provided to? Confidentiality In what circumstances could it be released?

15 Administration – incorporation Incorporation Memorandum and Articles of Association Subscribers Beneficial Ownership Corporate Purposes

16 Administration – ongoing issues Directors Company secretary Registered office Accounting

17 Administration – liquidation Liquidation plan Declaration of solvency Filings at the registry Effect of appointment of liquidator Certificate of dissolution

18 Features and benefits of international jurisdictions Tax neutrality Stable jurisdictions – politically and economically – internationally recognised by banks, multi-nationals, stock exchanges etc Flexible and robust regulatory regimes and effective court systems Confidentiality Flexible corporate legislation Exit strategies Internationally compliant – AML, regulation, tax – OECD/IMF/FATF/EU Professional expertise

19 How can Ogier help? Integrated legal and administration expertise – “one-stop shop” Bespoke services tailored to individual client requirements Access to highly qualified and motivated staff Responsive and consistent client service – “can do” attitude Transparency / flexibility regarding fee charging arrangements Access to multi-jurisdictional expertise through one group Geographic / time-zone locations

20 Our Global reach Over 800 staff, 52 partners, 190+ lawyers and 285 professional administrators across nine jurisdictions

21 Presented by Simon Mackenzie Partner – Ogier Group Group Director, Ogier Fiduciary Services Tel: Fax: Thank you