© Kagirov Abdul-Khakim Akhmadovich, 2026. All rights reserved. Watermark · © Kagirov A-Kh. A. · 2026 · ALL RIGHTS RESERVED · Universal Copyright Convention, Geneva 1952

PHASE 2 LEGISLATIVE AMENDMENTS PACK

Enabling the full launch of the “Noah’s Ark Platform” project

Draft consolidated package of bills and secondary legislation for submission to the National Assembly of the Republic of Armenia and the Board of the Central Bank of Armenia

Document № NK-LEGAL-D4-001/2026 Date: 1 May 2026 Submission addressees: National Assembly of the Republic of Armenia · Government of the RA · Board of the Central Bank of the RA

Author and initiator: Kagirov Abdul-Khakim Akhmadovich (Aslan Kaa) www.aslankaa.com · aslankaa@yandex.ru · +7 (969) 795-55-55 / +7 (925) 203-77-77 Telegram @aslan_kaa · Instagram @aslan_kaa · VK id453725994 · Facebook aslan.kaa · X @aslanofff

GENERAL EXPLANATORY MEMO

Aim of the package

This legislative amendments pack is aimed at the full realisation of the economic potential of the “Noah’s Ark Platform” project in its second phase. The first phase (€100,000,000 pilot) is implemented within the existing legal framework — the RA Law on Crypto-Assets HO-159-N and CBA Regulations 7/01–7/05. The second phase envisages scaling to €1 billion+ in annual turnover, requiring expansion of the CBA’s powers, adjustment of licensing requirements, creation of a dedicated legal regime for the “Noah’s Ark” Fund, and adaptation of insurance regulation.

The pack consists of five items, consolidated into a single legislative cycle by analogy with the 16 December 2025 amendments pack to HO-159-N, allowing passage through the National Assembly in a single session.

Contents of the pack (post legal re-audit 2026-05-11)

ID Document Adoption body Difficulty Status
L1 Amendments to RA Law on the Central Bank of Armenia — — EXCLUDED (see §0)
L2 Amendments to RA Law on Crypto-Assets HO-159-N (Art. 16, 17) National Assembly (law) Medium retained
L3 New CBA Regulation 7/06 “Real Estate Backed CASP” CBA Board Low retained
L5 New RA Special Law “On the Noah’s Ark Fund” (including the tax wrapping, formerly L4) National Assembly (law) Medium retained
L6 Amendments to RA Law on Insurance National Assembly (law) Low retained
L7 EBRD/MIGA partial guarantee mechanism (international treaty, not a bill) MoF RA + EBRD/MIGA Medium ADDED (replacement for L1’s function)

Target adoption timeline

Following the independent legal audit (Aram Khachatryan, Concern Dialog + Bird & Bird), report Аудит_проекта_2026-05-11/AUDIT_4_Legal_Regulatory_Armenia.md, item L1 has been EXCLUDED from the pack (amendments to the RA Law on the Central Bank of Armenia).

Grounds for excluding L1

L1 envisaged extending the CBA’s powers to issue AMD against the “Noah’s Ark” asset-referenced pool, with the issuance proceeds credited to the RA Treasury. The legal review found:

  1. Constitutional risk. RA Constitution Art. 200 guarantees the CBA’s independence from the executive. The L1-envisaged AMD issuance by Government/Treasury decision against a specific private pool creates a principled conflict with the CBA’s constitutional status.
  2. MiCA-equivalence risk. Armenia is moving toward MiCA-equivalence to ease access for EU investors. An EU-equivalent jurisdiction cannot provide for direct currency issuance against a private CASP pool — this would block the equivalence decision.
  3. CBA institutional independence. The CBA Board and its Governor would not sign opinions in support of L1. Without CBA support, the bill has a near-zero chance of passage through the National Assembly.

Replacement of L1 — item L7 (EBRD/MIGA partial guarantee)

The functional task of L1 (providing terminal liquidity for the Senior tranche on materialisation of credit risk) is solved via a partial guarantee facility with EBRD or MIGA (World Bank Group):

The full L7 mechanism is being developed on a separate track. This document retains L2, L3, L5, L6 in their original drafting.

L1. AMENDMENTS TO THE RA LAW ON THE CENTRAL BANK OF ARMENIA — EXCLUDED

This item is EXCLUDED from the pack following the legal re-audit of 2026-05-11. Grounds and the replacement mechanism — see §0 above. The text below is retained as the historical drafting for archive-trail purposes; it is not operative.

L1.1 Explanatory note

Current version of the RA Law on the Central Bank of Armenia (Articles 4, 31) defines the CBA’s competence. The powers to accept crypto-asset portfolios as collateral and to issue the national currency against them — are not provided for.

Proposed version expands the CBA’s competence so that it may: - accept portfolios of asset-referenced crypto-assets issued by licensed CASPs as collateral; - issue the national currency (AMD) against such collateral for crediting to the State Treasury; - conduct such operations exclusively within targeted financing programmes approved by the National Assembly.

Aim — to restore the original elegance of the “Noah’s Ark” concept, in which the CBA acts not only as a supervisory regulator (Phase 1) but also as the counterparty closing the financial cycle (Phase 2). This would scale the platform to €1 billion+ and provide systemic CBA participation in national development.

L1.2 Draft amendment to Article 4

Article 4 (current version) sets out the CBA’s core functions.

Add to Article 4 a new clause 4.X reading as follows:

“4.X. The Central Bank of the Republic of Armenia may accept as collateral portfolios of asset-referenced crypto-assets issued by licensed crypto-asset service providers (CASP) under the RA Law on Crypto-Assets, subject to the following conditions:

  1. such portfolios are backed by real assets located in the Republic of Armenia, valued by independent licensed appraisers, and insured;

  2. the issuer of such crypto-assets holds a valid CASP licence in the ‘issuer of asset-referenced tokens’ category with a minimum capital no less than that established by the CBA Regulations;

  3. such operations are conducted exclusively within targeted financing programmes for national and social projects approved by the National Assembly of Armenia.”

L1.3 Draft amendment to Article 31

Article 31 (current version) sets out the CBA’s competence in monetary policy.

Add to Article 31 a new clause 31.X reading as follows:

“31.X. The Central Bank of the Republic of Armenia may carry out additional issuance of the national currency (Armenian dram) backed by portfolios of asset-referenced crypto-assets accepted as collateral under Article 4.X of this Law, with the issued funds credited to the State Treasury of the Republic of Armenia for targeted financing of national and social projects.

This operation is not among standard monetary-policy instruments and is conducted within a dedicated programme approved by the Board of the Central Bank in agreement with the Government and the National Assembly.

The volume of such issuance in any calendar year shall not exceed 0.5% of the Republic of Armenia’s gross domestic product for the previous year.”

L1.4 Additional requirements

L1 requires simultaneous corresponding changes to: - the Budget Code of Armenia (recording the issued funds as targeted budgetary income); - CBA Board regulations on collateral operations (new section).

L2. AMENDMENTS TO RA LAW ON CRYPTO-ASSETS HO-159-N

L2.1 Explanatory note

The current HO-159-N defines nine categories of CASP activity in Article 16 and sets general licensing requirements in Article 17. The minimum capital for an asset-referenced token issuer under Regulation 7/02 is AMD 200,000,000.

For the “Noah’s Ark” project and similar socially significant projects backed by real estate, it is proposed to introduce a sub-category “Issuer of Infrastructure Asset-Referenced Tokens” with a reduced capital requirement of AMD 100,000,000, provided the pool’s collateral exceeds €100,000,000.

This will lower the barrier to entry for such social-infrastructure projects and stimulate development of a new class of financial instruments in Armenia.

L2.2 Draft amendment to Article 16

Article 16 shall be supplemented with a new clause 5.1 reading as follows:

“5.1. Issuance of Infrastructure Asset-Referenced Tokens — the activity of issuing asset-referenced crypto-assets backed by a pool of real estate located on the territory of the Republic of Armenia and intended to finance national and social projects approved by the National Assembly of Armenia.

This category is a sub-category of the category established in clause 5 of this Article. Additional activity requirements are set out in a CBA Regulation.”

L2.3 Draft amendment to Article 17

Article 17 shall be supplemented with a new clause 17.X reading as follows:

“17.X. For the activity referred to in clause 5.1 of Article 16 of this Law, the minimum capital is AMD 100,000,000 (one hundred million), subject to the following conditions:

  1. the aggregate value of the collateral (pool) exceeds the equivalent of €100,000,000 (one hundred million euros);

  2. each asset in the pool is insured by an Armenian insurer licensed for the relevant insurance type;

  3. the issuer has a pool-management programme approved by the CBA and a regular independent revaluation.

Where any of these conditions is not met, the full minimum capital established for the category in clause 5 of Article 16 of this Law applies.”

L3. NEW CBA REGULATION 7/06 “REAL ESTATE BACKED CASP”

L3.1 Explanatory note

Adoption of the new CBA Regulation 7/06 governs the activity of CASPs issuing crypto-assets backed by real estate. The Regulation sets: - standardised requirements for the composition of the collateral pool; - the pool revaluation procedure; - insurance obligations; - disclosure requirements; - the procedure for interaction with the State Real Estate Cadastre; - multi-sig and custody requirements.

The Regulation is adopted by the CBA Board following the procedure used for Regulations 7/01, 7/02, 7/04, 7/05.

L3.2 Structure of Regulation 7/06 (draft)

Section 1. General provisions
  1.1. Scope
  1.2. Definitions

Section 2. Requirements for the composition of the collateral pool
  2.1. Eligible asset categories
  2.2. Concentration limits
  2.3. Geographic diversification

Section 3. Valuation and revaluation of the pool
  3.1. Appraiser requirements
  3.2. Revaluation frequency
  3.3. Valuation standards (IFRS 13)
  3.4. Unscheduled revaluation procedure

Section 4. Pool insurance
  4.1. Mandatory insurance types
  4.2. Insurer requirements
  4.3. Minimum sum insured

Section 5. Disclosure
  5.1. Composition of public information on the pool
  5.2. Disclosure frequency
  5.3. CBA regulatory reporting

Section 6. State Real Estate Cadastre
  6.1. Encumbrances by CASP decision
  6.2. Encumbrance release
  6.3. Digital interaction with the Cadastre

Section 7. Custody and private key management
  7.1. Multi-signature requirements
  7.2. HSM requirements
  7.3. Key ceremony procedures

Section 8. Regulator node in the distributed ledger
  8.1. Requirements for the CBA node
  8.2. Read-mode data available
  8.3. Technical requirements

Section 9. Transitional provisions

L3.3 The full Regulation text — separate drafting document

The full text of Regulation 7/06 is developed by the Central Bank of the Republic of Armenia in consultation with the Issuer and other market participants, following the CBA rule-making procedure.

L5. NEW RA LAW “ON THE NOAH’S ARK FUND”

L5.1 Explanatory note

A special law allows for:

  1. Institutionalising the Fund as an off-budget state fund with its own governance, audit commission, and public reporting;
  2. Anchoring the tax incentives for participants of the Platform (previously planned as a separate L4 amendments to the RA Tax Code — now folded into L5);
  3. Fixing the budgetary guarantee procedure with specific activation rules and limits.

The law consolidates all “public-private” wrapping of the project in a single document, simplifying Phase 2 (one pack instead of two) and providing legal durability for decades.

L5.2 Structure of the law (draft)

CHAPTER 1. GENERAL PROVISIONS
  Article 1. Subject of regulation
  Article 2. Definitions
  Article 3. Aims and tasks of the Fund

CHAPTER 2. STATUS AND ORGANISATION OF THE FUND
  Article 4. Legal status of the Fund
  Article 5. Founders of the Fund
  Article 6. Property of the Fund
  Article 7. Sources of the Fund

CHAPTER 3. GOVERNANCE BODIES OF THE FUND
  Article 8. Council of the Fund
  Article 9. Management Board of the Fund
  Article 10. Audit commission
  Article 11. Independent trustee

CHAPTER 4. USE OF FUND RESOURCES
  Article 12. Targeted uses
  Article 13. Programme approval procedure
  Article 14. Expenditure control
  Article 15. Audit and reporting

CHAPTER 5. BUDGETARY GUARANTEE
  Article 16. Conditions of grant
  Article 17. Limits and terms
  Article 18. Activation procedure
  Article 19. Guarantee fees

CHAPTER 6. TAX INCENTIVES (INTEGRATION WITH THE RA TAX CODE)
  Article 20. Property-tax exemption for assets in the pool
  Article 21. Income-tax incentives for owners
  Article 22. Incentives for diaspora investors
  Article 23. Corresponding amendments to the Tax Code

CHAPTER 7. INTERACTION WITH OTHER AUTHORITIES
  Article 24. Ministry of Finance of Armenia
  Article 25. Central Bank of Armenia
  Article 26. State Real Estate Cadastre

CHAPTER 8. DISCLOSURE
  Article 27. Public reporting of the Fund
  Article 28. Fund information portal

CHAPTER 9. TRANSITIONAL AND FINAL PROVISIONS
  Article 29. Entry into force
  Article 30. Corresponding changes to other laws

L5.3 Key articles (excerpts)

Article 3. Aims and tasks of the Fund

The aim of the “Noah’s Ark” Fund is to accumulate and target the use of funds raised through tokenized infrastructure bonds and asset-referenced tokens backed by a pool of collateral real estate of Armenian residents and members of the diaspora, to finance national and social projects of the Republic of Armenia.

The tasks of the Fund are:

3.1. Ensuring transparency and targeted use of the raised funds; 3.2. Oversight of the financed projects’ implementation; 3.3. Return of cash to token holders within set deadlines; 3.4. Protection of the rights of the collateral-real-estate owners.

Article 16. Conditions for granting the budgetary guarantee

16.1. The Ministry of Finance of the Republic of Armenia grants on behalf of the Republic of Armenia a budgetary guarantee for the Senior tranche of the tokenized infrastructure bond issued by a licensed CASP against the collateral pool and the cash flow of projects financed from the “Noah’s Ark” Fund.

16.2. The guarantee is granted in the manner and on terms established by Government Decree, within the aggregate limit approved by the National Assembly of Armenia in the State Budget Law for the relevant fiscal year.

Article 20. Property-tax exemption for pool assets

20.1. Real-estate objects included in the “Noah’s Ark” Fund collateral pool and encumbered in the State Real Estate Cadastre in the prescribed manner are exempt from property tax throughout the encumbrance.

20.2. Corresponding amendments are made to the property-tax provisions of the RA Tax Code.

Article 21. Income-tax incentives for owners

21.1. Coupon income paid to collateral-real-estate owners under the “Noah’s Ark” Fund programme is exempt from income tax up to €10,000 (ten thousand euros) per year per owner.

21.2. Bonus payments made on encumbrance release at cycle end are exempt from income tax in full.

Article 22. Incentives for diaspora investors

22.1. For non-resident individuals members of the Armenian diaspora — subject to documentary confirmation of ethnic affiliation via documents or a genealogy certificate — the withholding tax rate on Senior tranche coupons is reduced from 10% to 5%.

22.2. Capital gain on Platform asset-referenced tokens for non-resident individuals is taxed at 0% in accordance with the current RA Tax Code provisions for crypto-assets.

L6. AMENDMENTS TO RA LAW ON INSURANCE

L6.1 Explanatory note

The current RA Law on Insurance does not include special provisions for risks of infrastructure CASP platforms, in particular: - the risk of disruption of construction of financed projects; - the risk of pool NAV decline; - the risk of title disputes over pool assets.

The L6 amendments recognise Construction Completion Insurance (CCI) and Value Preservation Insurance (VPI) as mandatory insurance products for CASP infrastructure platforms and set minimum terms.

L6.2 Draft amendment

The RA Law on Insurance shall be supplemented with new Articles 16-1 and 16-2 reading as follows:

Article 16-1. Construction Completion Insurance

  1. Construction Completion Insurance (CCI) — a type of insurance providing payout in case of disruption, material delay, or inability to complete construction of objects financed from CASP infrastructure platforms or public-private partnerships.

  2. CCI is a mandatory type of insurance for:

  1. projects financed from the “Noah’s Ark” Fund or other similar institutional funds;
  2. projects securing obligations under tokenized infrastructure bonds placed in the territory of the Republic of Armenia.

  1. The minimum sum insured under CCI — 100% of the financing volume raised for the relevant project.

  2. The payout is paid in the first instance to:

  1. holders of the corresponding tokens or bonds;
  2. the Ministry of Finance of Armenia by way of recourse claim on activation of the budgetary guarantee.

Article 16-2. Value Preservation Insurance

  1. Value Preservation Insurance (VPI) — a type of insurance providing payout on a material (more than 30%) decline of the market value of the collateral real-estate pool backing asset-referenced tokens.

  2. VPI is recommended for CASP infrastructure platforms. Specific conditions (trigger, payout size, exclusions) are set by the insurance contract.

  3. Minimum requirements for VPI insurers are set by the CBA Regulation.

L6.3 Corresponding changes in secondary legislation

L6 requires: - adoption of a CBA Regulation (as the insurance supervisor) on CCI and VPI requirements; - amendments to model insurance contracts by major Armenian insurers.

FINAL PROVISIONS

Joint adoption of the pack

All items of the pack (L1, L2, L3, L5, L6) are closely interrelated and must be treated as a single legislative decision. Adoption of a single item without the others materially reduces the effectiveness of the whole pack.

Financial and economic justification

Adoption of the pack will: - allow Phase 2 platform turnover of up to €1 billion+ per year; - attract up to €5–10 billion of diaspora capital over a 10-year horizon; - accelerate Armenia’s national projects by 5–10 years; - create conditions for replication of the model in other jurisdictions, with the centre of expertise in Armenia.

Alternative approaches

An alternative — keeping the “Noah’s Ark” project only within Phase 1 (a €100M pilot replicated multiple times) — does not unlock the full economic potential and does not give the CBA new issuance instruments. It also does not provide long-term institutional protection for collateral-real-estate owners and investors.

Point of contact for working discussions

Kagirov Abdul-Khakim Akhmadovich (Aslan Kaa) — author and initiator of the project. Contacts in the header of this document.

Initiator’s signature: _______________________ Kagirov A-Kh. A. (Aslan Kaa) Date: “” ______ 2026

© Kagirov Abdul-Khakim Akhmadovich, 2026. Document NK-LEGAL-D4-001/2026. All rights reserved under the Universal Copyright Convention (Geneva, 1952) and the Berne Convention (1886). Reproduction and distribution are prohibited without written consent of the rightsholder.