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Internal documents of the company

Position of the strategy and investment Committee

APPROVED
Board of Directors
NK Kazakhstan Engineering JSC
dated May 31, 2013
(Protocol No. 5)

POSITION
About the Strategy and Investment Committee
Board of Directors of NK Kazakhstan Engineering JSC

1. GENERAL PROVISIONS

1.1. These Regulations on the Strategy and Investment Committee of the Board of Directors (hereinafter - the Regulation) of NK Kazakhstan Engineering JSC (hereinafter - the Company) are developed in accordance with the legislation of the Republic of Kazakhstan, the Charter of the Company, the Code of Corporate Governance of the Company, the Regulation on the Board of Directors of the Company and international practice corporate governance, taking into account the requirements of the Law of the Republic of Kazakhstan dated March 15, 1999 N 349-I "On state secrets".
1.2. The following terms and definitions are used in this Regulation:
The sole shareholder is the shareholder of the Company, which owns all voting shares of the Company;
Director / s - member / s of the Board of Directors;
Legislation - a set of regulatory legal acts of the Republic of Kazakhstan adopted in the prescribed manner;
Committee - Strategic Planning and Investment Committee;
Committees - Committees of the Board of Directors;
Regulation - Regulation on the Investment Strategy Committee;
Terms used, but not defined in these Regulations, are used in the sense in which they are used in the Charter of the Company and the Regulation “On the Board of Directors of NK Kazakhstan Engineering” JSC, as well as the legislation of the Republic of Kazakhstan.
1.3. This provision determines the status and competence of the Committee, its rights and obligations, the composition of the Committee, the procedure for its formation, work and interaction with the bodies of the Company.
1.4. The Committee is an advisory body of the Board of Directors. In its activities, the Committee is fully accountable to the Board of Directors of the Company and acts within the powers granted to it by the Board of Directors of the Company. All proposals developed by the Committee are recommendations that are submitted to the Board of Directors for consideration.
1.5. The Committee in its activities is governed by the laws of the Republic of Kazakhstan, decisions of the Sole Shareholder of the Company, the Board of Directors of the Company, the Charter, the Corporate Governance Code, the Regulation on the Board of Directors of the Company, these Regulations and other internal documents of the Company.
1.6. The Committee acts in the interests of the Company, the Sole Shareholder of the Company, in particular, helps to increase the efficiency of the Company in the long term and increase its assets, profitability and investment attractiveness.
 
2. Article 2. GOALS AND OBJECTIVES OF THE COMMITTEE

2.1. The main objective of the Committee is to develop and submit recommendations to the Board of Directors of the Company on issues related to:
2.1.1. determination of strategic and priority areas of the Company's activities;
2.1.2. assessing the effectiveness of promising investment projects and their impact on increasing the shareholder value of the Company;
2.1.3. control over the implementation of strategic and investment projects of the Company.
2.1.4. opening of branches and representative offices of the Company in the Republic of Kazakhstan and in foreign countries
2.1.5. effective asset management of the Company
2.2. The Committee, carrying out activities in accordance with its competence, conducts joint work with the executive bodies and relevant structural divisions of the Company.

3. COMPETENCE OF THE COMMITTEE

3. The competence of the Committee includes the following issues:
3.1. In the strategic directions of the Company:
3.1.1. preliminary consideration of the strategic goals (development strategies) of the Company, amendments and additions, as well as their periodic review;
3.1.2. monitoring changes in the economic and competitive environment to determine their impact on the existing Development Strategy of the Company and ensuring the review / revaluation of the development strategy taking into account these changes;
3.1.3. regular, at least once every six months, reviewing the implementation of measures to implement the development strategy of the Company, and reporting to the Board of Directors with an assessment of the effectiveness of measures to implement the development strategy and recommendations for achieving the goals;
3.1.4. analysis and provision of recommendations to the Board of Directors on the development of strategic decisions regarding the determination of the priority areas of activity (development) of the Company and the assessment (monitoring) of compliance with the approved priority areas of development of the Company;
3.1.5. analysis and provision of recommendations for the development of strategic decisions related to improving the efficiency of the Company in the medium and long term;
3.1.6. analysis and provision of recommendations on the development of strategic decisions related to the reorganization of the Company in the form of merger, takeover, separation, spin-off or transformation;
3.1.7. preliminary consideration and approval of action plans for the implementation of the Company's development strategy;
3.1.8. preliminary consideration of documents submitted for consideration by the Board of Directors of the Company containing information on the implementation of the Company's Development Strategy, achievement of target values ​​of strategic key performance indicators (KPIs);
3.1.9. preliminary consideration of the Company's Development Plans;
3.2. On the implementation of investment projects of the Company
3.2.1. preliminary consideration of strategic investment projects and control over their implementation;
3.2.2. preparation of recommendations to the Board of Directors of the Company based on the results of consideration of investment and strategic projects proposed for implementation by the executive body of the Company;
3.3. On the opening of branches and representative offices
3.3.1. preparation of recommendations to the Board of Directors of the Company on the establishment of branches and the opening of representative offices of the Company in the Republic of Kazakhstan and in foreign countries, as well as their liquidation;
3.4. Asset management
3.4.1. preparation of recommendations to the Board of Directors of the Company on the use of the Company's reserves;
3.4.2. preparation of recommendations to the Board of Directors of the Company in the field of the Company's policy on the use of its non-core assets;
3.5. On other issues
3.5.1. preparation of opinions at the request of the Board of Directors of the Company or recommendations on its own initiative on certain issues within its competence
3.5.2. providing the Board of Directors with an annual report on the work of the Committee;
3.5.3. providing the Board of Directors with recommendations on other issues within its competence in accordance with instructions of the Board of Directors and / or the provisions of internal documents of the Company.

 
4.   RIGHTS AND OBLIGATIONS OF THE COMMITTEE

4.1. The Committee and its members are entitled to:
4.1.1. request documents, reports, explanations and any other information necessary for carrying out their activities from members of the Board of Directors, Committees, Management Board, Internal Audit Service, Corporate Secretary, from members of the executive bodies of the Company and heads of structural divisions of the Company and other employees of the Company;
4.1.2. invite members of the Board of Directors, the Management Board, Committees, Internal Audit Service and other persons to their meetings as observers;
4.1.3. in the prescribed manner, use the services of external experts and consultants within the framework of the funds provided for in the budget of the Company for the current year;
4.1.4. participate in the monitoring and verification of the implementation of decisions and instructions of the Board of Directors of the Company on issues of its activities;
4.1.5. to develop and make proposals for amending and supplementing these Regulations;
4.1.6. develop and submit for approval by the Board of Directors of the Company draft documents relating to the activities of the Committee;
4.1.7. demand the convening of a meeting of the Committee and add issues to the agenda of the meeting of the Committee;
4.1.8. put forward for consideration by the Board of Directors proposals on amendments and additions to these Regulations;
4.1.9. enjoy other rights necessary for the Committee to exercise its powers.
4.2. The Committee and its members are required to:
4.2.1. carry out their activities honestly and in good faith in accordance with the Regulation, in the interests of the Sole Shareholder and the Company as a whole, and comply with the basic principles of the Company Corporate Governance Code;
4.2.2. devote sufficient time to the effective performance of their duties;
4.2.3. participate in the work of the Committee and attend its in-person meetings;
4.2.4. regularly report to the Board of Directors of the Company on the results of its activities;
4.2.5. maintain confidentiality of information received in the framework of the activities of the Committee;
4.2.6. inform the Board of Directors of the Company of any changes in its status as an independent director or of a conflict of interest in connection with decisions to be taken by the Committee.

5. COMPOSITION AND ORDER OF FORMATION OF THE COMMITTEE

5.1. The committee must consist of at least three members, including at least two independent directors.
5.2. Members of the Committee are elected by a majority of the members of the Board of Directors.
5.3. A member of the Board of Directors of the Company, who is not an independent director, may be elected to the Committee if the Board of Directors of the Company decides that membership of this person in the Committee is necessary in the interests of the Company and the Sole Shareholder.
5.4. If necessary, for the purpose of effective work of the Committee, the Committee may include experts without the right to vote, having the necessary professional knowledge to work in the Committee, as well as experience and qualifications in the industry, in accordance with the goals, objectives and competence of the Committee. The role of experts in the Committee is to provide the necessary information to the members of the Committee when making decisions, using special knowledge and professional experience, which will allow the Committee to comprehensively study issues and develop recommendations to the Board of Directors.
5.5. The term of office of members of the Committee, as a rule, coincides with the term of their powers as members of the Board of Directors, however, the term may be revised by the Board of Directors based on the results of the submitted report of the Committee on its activities.
5.6. Members of the Committee may be elected an unlimited number of times.
5.7. The Committee may be prematurely disbanded by decision of the Board of Directors.
5.8. The powers of a member of the Committee are terminated ahead of schedule in the following cases:
5.8.1. voluntary resignation. A member of the Committee has the right to resign as a member of the Committee by notifying the Chairman of the Board of Directors and the Chairman of the Committee of this by sending an appropriate statement 1 (one) month before the date of resignation;
5.8.2. if the powers of a member of the Committee as a member of the Board of Directors of the Company are terminated;
5.8.3. if the Board of Directors of the Company by its decision releases the member of the Committee from the performance of his duties.
5.9. If the powers of a member of the Committee are terminated by virtue of clause 5.10.1 of these Regulations, the Board of Directors of the Company at the next meeting, but no later than 1 (one) month from the date of sending a written statement by the indicated member of the Committee on the resignation of the powers of a member of the Committee , conducts the election of a new member of the Committee. Up to this point, a member of the Committee continues to fulfill his duties in full.
5.10. If the powers of a member of the Committee terminate by virtue of cl. 5.10.2. and 5.10.3. of these Regulations, the Board of Directors of the Company within 2 (two) weeks after the termination of authority shall elect a new member of the Committee.
5.11. After the election of a new member of the Committee in accordance with paragraphs. 5.11 - 5.12. of these Regulations, the Chairman of the Committee within 1 (one) week holds a meeting with the newly elected member of the Committee and introduces him to the competence and work of the Committee.
5.12. The members of the Committee are paid remuneration, and the expenses associated with the performance of their duties are compensated in the amount and manner recommended by the Board of Directors and determined by the Sole Shareholder.

6. CHAIRMAN OF THE COMMITTEE

6.1. The Chairman of the Committee organizes the work of the Committee headed by him, in particular:
6.1.1. convenes and chairs meetings of the Committee;
6.1.2. approves the agenda of the Committee meetings, including the content of issues submitted for discussion at the Committee meeting;
6.1.3. organizes discussion of issues at meetings of the Committee, as well as listens to the opinions of persons invited to participate in the meeting;
6.1.4. maintains constant contacts with members of the Board of Directors of the Company, members of the Management Board of the Company, structural divisions of the Company in order to obtain sufficiently complete and reliable information necessary for the Committee to make decisions, and to ensure their effective interaction with the Board of Directors of the Company;
6.1.5. distributes duties among its members, gives them and the Secretary of the Committee instructions related to the in-depth study of individual issues and the preparation of materials for consideration at a meeting of the Committee;
6.1.6. provides and coordinates the work on the implementation of the decisions of the Committee;
6.1.7. develops a plan of regular meetings for the current year taking into account the meeting plan of the Board of Directors, monitors the implementation of decisions and plans of the Committee;
6.1.8. reports on time and in the manner prescribed by the Regulation to the Board of Directors of the Company on the results of the Committee.
6.2. The Chairman of the Committee is elected from among the members of the Committee at a meeting of the Board of Directors of the Company. The decision to elect the Chairman of the Committee is made by a simple majority of the total number of members of the Board of Directors of the Company. The Chairman of the Committee may only be an independent director. The Board of Directors of the Company is entitled at any time to re-elect the Chairman of the Committee by a majority of votes of the total number of members of the Board of Directors. In the absence of the Chairman of the Committee, one of the members of the Committee, elected by open vote by an absolute majority of the total number of members of the Committee present at the meeting, shall fulfill his duties.

7. SECRETARY OF THE COMMITTEE

7.1. By the decision of the Committee, the secretary of the Committee is appointed, who carries out the functions of organizational and information support of the Committee. The Secretary of the Committee may be the Corporate Secretary or an employee of the Office of the Corporate Secretary.
7.2. The Secretary of the Committee provides:
7.2.1. preparation and conduct of Committee meetings, collection and systematization of materials for meetings;
7.2.2. timely sending to the members of the Committee and invited persons notifications of meetings of the Committee, the agenda of meetings, materials on agenda items;
7.2.3. meeting minutes;
7.2.4. preparation of draft decisions of the Committee;
7.2.5. if necessary, issue extracts from the minutes of the meetings of the Committee, as well as the subsequent storage of all relevant materials and the receipt by the Committee members of the necessary information.

8. DATE AND PROCEDURE OF CONVOCATION OF REGULAR AND EXTRAORDINARY MEETINGS OF THE COMMITTEE

8.1. The work of the Committee is carried out in the form of meetings. Meetings of the Committee are held according to the annual plan approved by the Committee, but no less than four times a year, extraordinary meetings - as necessary.
8.2. The meeting of the Committee is held with the obligatory invitation of the person who put forward this initiative.
8.3. In case of refusal by the Chairman of the Committee to convene a meeting, the initiator has the right to apply to the Board of Directors of the Company, who is required to convene a meeting of the Committee.
8.4. The notice of the Committee meetings together with the agenda should be sent to the persons participating in the meeting no later than 5 (five) business days before the date of the Committee meeting.
8.5. A meeting of the Committee is competent if at least half of the number of members of the Committee participate in it, and participation is also possible in the form of audio and video conferences.
8.6. Decisions of the Committee may be taken in the form of in-person, absentee or mixed voting.
Each first meeting of the Committee of the new composition is held in person no later than 30 (thirty) business days from the date of the first meeting of the Board of Directors of the Company, at which members of the Committee, the Chairman of the Committee and the Secretary of the Committee are elected.
8.7. The decision to convene a regular meeting of the Committee, the date, time and place of the meeting and agenda items, as well as the decision on the list of persons invited to participate in the meeting, are made by the Chairman of the Committee in accordance with the plan for the regular meetings of the Committee.
8.8. The decision to convene an extraordinary meeting of the Committee, the date, time and place of the meeting and agenda items, as well as the decision on the list of persons invited to participate in the meeting, are made by the Chairman of the Committee on the basis of proposals from the persons referred to in paragraph 8.10. of these Regulations.
8.9. The preparation of the meeting of the Committee is carried out by the Secretary of the Committee under the guidance of the Chairman of the Committee.
8.10. A meeting of the Committee is convened at the request of any member of the Committee, the Board of Directors, the Chairman of the Management Board and / or the Management Board of the Company.
8.11. Persons having in accordance with clause 8.10. of these Regulations, the right to demand the convening of an extraordinary meeting of the Committee shall send to the Secretary of the Committee a request to convene the Committee no later than 20 (twenty) business days before the expected date of the extraordinary meeting of the Committee (except for the appeal of the Board of Directors of the Company in accordance with clause 8.14). Such a request should be drawn up and sent to the Secretary of the Committee in accordance with the requirements established by the Regulation “On the Board of Directors” regarding the submission of requirements for convening meetings of the Board of Directors of the Company. The Secretary of the Committee brings these requirements to the attention of the Chairman of the Committee no later than the next day after receiving it.
8.12. Within 5 (five) business days from the date of the request to convene an extraordinary meeting, the Chairman of the Committee shall decide to hold an extraordinary meeting of the Committee, to appoint a date, time and place of the meeting or the date of absentee voting or to refuse to convene an extraordinary meeting of the Committee. A reasoned decision to refuse to convene an extraordinary meeting of the Committee shall be sent to the person or body of the Company requiring the convening of such a meeting within 2 (two) business days from the date of adoption by the Chairman of the decision to refuse to convene the meeting.
8.13. The decision of the Chairman of the Committee on the refusal to convene a meeting of the Committee may be taken in the following cases:
A) the issue (s) proposed (s) for inclusion in the agenda of the Committee meeting are not referred by this Regulation to its competence;
B) the agenda item contained in the request to convene an extraordinary meeting of the Committee is already included in the agenda of the next ordinary meeting convened in accordance with the decision of the Chairman of the Committee adopted prior to the receipt of the above request;
C) the procedure for presenting requirements for convening a meeting established by this Regulation has not been observed.
8.14. If the Board of Directors of the Company requests to convene an extraordinary meeting of the Committee, the Chairman of the Committee shall convene an extraordinary meeting within 5 (five) business days.
8.15. In the face-to-face voting, the Chairman of the Committee and its members may decide to vote on issues on the agenda of the Committee meeting in the presence of only members of the Committee who have the right to vote. In such cases, experts and other persons who are invited to participate in the Committee meeting, as observers, are present at the Committee meeting only when discussing issues, and leave the meeting room at the time of voting.
8.16. Third parties without the right to vote on any issues on the agenda of the Committee meeting may attend Committee meetings.
8.17. Decisions of the Committee are taken by a simple majority of the total number of all members of the Committee participating in this meeting of the Committee. In the event of a tie, the vote of the Chairman of the Committee is decisive. In the absence of the Chairman of the Committee, his duties are performed by one of the members of the Committee, elected in accordance with paragraph 5.4 of these Regulations.
8.18. Each member of the Committee may state his or her separate opinion, which is submitted together with the protocol of the decision of the Committee. In cases where a decision cannot be made on certain issues due to the interest of individual members of the Committee, such a fact is recorded in the minutes of the meeting of the Committee.

9. COMMITTEE MEETING PROTOCOL

9.1. Not later than 7 (seven) business days after the meeting of the Committee in the form of in-person or absentee voting, the Secretary of the Committee draws up a protocol of the meeting.
9.2. The minutes of the Committee meeting are signed by the member of the Committee who chairs the meeting, who is responsible for the correctness of the protocol. The protocol is sealed by the Board of Directors of the Company. The protocol is made in two original copies, one of which is sent to the Board of Directors of the Company within 5 (five) business days after signing, with the materials and recommendations prepared for it, and the other remains in the Committee’s archive. All members of the Committee are sent extracts of the protocol and copies of the prepared materials and recommendations.
9.3. The minutes of the meeting of the Committee shall indicate:
9.3.1. date, place and time of the meeting (or date of absentee voting);
9.3.2. a list of members of the Committee who took part in the consideration of issues on the agenda of the Committee (indicating the form of the meeting), as well as a list of other persons present at the meeting of the Committee;
9.3.3. agenda;
9.3.4. suggestions by members of the Committee on agenda issues;
9.3.5. issues put to a vote and the results of voting on them;
9.3.6. decisions made.

10.  COMMITTEE ACCOUNTABILITY TO THE COMPANY'S BOARD OF DIRECTORS

10.1. The Committee submits to the Board of Directors of the Company an annual report on the results of its activities no later than February 15 of each year following the reporting year.
10.2. The report of the Committee should contain information on the activities of the Committee during the year, in particular, on:
10.2.1. made recommendations and conclusions on issues of their activities;
10.2.2. the results of the meetings of the Committee held with the participation of members of the Management Board;
10.2.3. conclusions and recommendations issued to the Board of Directors of the Company on various issues in accordance with Article 3 of these Regulations;
10.2.4. identified violations;
10.2.5. legal or other professional services received from third parties and on compliance with the Committee's budget;
10.2.6. Compliance with the meeting plan approved by the Committee.
The report of the Committee may contain other material information at the discretion of the Strategy and Investment Committee.
10.3. The Board of Directors of the Company considers the report of the Committee at the next meeting of the Board of Directors of the Company.
10.4. The report of the Committee is submitted to the Board of Directors of the Company by the Chairman of the Committee.
10.5. The Board of Directors of the Company has the right to instruct the Committee to provide an opinion on certain issues. In this case, the Board of Directors, in its instruction, must establish reasonable terms for its execution by the Committee.
10.6. The Committee has the right, at its discretion, to send its recommendations to the Board of Directors of the Company on any issue of the subject of its activities, and in cases provided for by these Regulations, it is obliged to prepare an opinion for the Board of Directors.
10.7. The issue of the appropriateness of considering the recommendations of the Committee sent to the Board of Directors of the Company in accordance with clause 10.6. of these Regulations is decided at a meeting of the Board of Directors of the Company.
10.8. The Board of Directors of the Company has the right at any time during the year to require the Committee to provide a report on the current activities of the Committee. The timing for the preparation and submission of such a report is determined by a decision of the Board of Directors.

11. INTERACTION WITH COMPANY BODIES AND OTHER PERSONS

11.1. Since the members of the Committee must have access to the necessary information to ensure efficient work, the Management Board, the heads of the structural divisions of the Company, as well as other employees of the Company, at the request of the Committee, are required to provide complete and reliable information and documents on issues related to the established procedure subject of the Committee. The requirement for the provision of information and documents is made in writing signed by the Chairman of the Committee.
11.2. Information and documents specified in clause 11.1. of these Regulations are provided to the Committee through the Secretary of the Committee.
11.3. If necessary, experts and specialists with the necessary professional knowledge to consider certain issues of the subject of the Committee's activities may be involved in the work of the Committee. The procedure and conditions for attracting experts and specialists to the work of the Committee are determined by an agreement concluded by the Company with such persons.

 
12. RESPONSIBILITY OF MEMBERS OF THE COMMITTEE

13.1. Members of the Committee are responsible in accordance with the provisions of the Law on Joint Stock Companies, which regulate the liability of members of the Board of Directors.
 
13. SECURITY OF THE COMMITTEE

14.1. To ensure the activities of the Committee with the budget of the Company in terms of the budget for the content of the Board of Directors of the Company, financing of the activities of the Committee is provided.
14.2. Proposals on the size of the budget of the Committee are formed at the first meeting of the Committee and are sent to the Board of Directors of the Company.

 
14. ADOPTION AND MODIFICATION OF THIS REGULATION

15.1. These Regulations, as well as all amendments and additions to it, are approved by the Board of Directors of the Company by a majority vote of the total number of members of the Board of Directors of the Company.
15.2. All issues not resolved in these Regulations are governed by the Charter of the Company, the Regulation “On the Board of Directors”, other internal documents of the Company and applicable law.
15.3. If, as a result of changes in the legislation of the Republic of Kazakhstan, certain articles of this Regulation conflict with it, these articles shall cease to be valid and until the moment of amendments to this Regulation, the members of the Committee shall be governed by the norms of the legislation of the Republic of Kazakhstan.
15.4. The annual report of the Committee provided to the Board of Directors of the Company in accordance with Article 10 of these Regulations may contain recommendations to the Board of Directors on the need to amend and supplement these Regulations.

15. CONFIDENTIALITY

18.1. In the process of exercising their functions, members of the Committee have access to Company information related to commercial, official and other secret protected by law, determined in accordance with the legislation of the Republic of Kazakhstan and internal documents of the Company.
18.2. Members of the Committee should not use this information for personal interests or for any other purposes that lead to a violation of the laws of the Republic of Kazakhstan and internal documents of the Company, and / or damage the interests of the Company.
18.3. Members of the Committee are obliged to ensure compliance with the confidentiality regime of information and information received by them, and with regard to information classified as state secrets, strictly observe the provisions of the Law of the Republic of Kazakhstan "On state secrets"
18.4. Insider information is material information on the activities of the Company, shares and other securities of the Company and transactions with them, which is not publicly available and the disclosure of which may have a significant impact on the market value of shares and other securities of the Company.
18.5. Members of the Committee and the Secretary of the Committee are not entitled to use for personal purposes or disclose insider and other confidential information.
18.6. Third parties who participate in meetings of the Committee must:

  • to provide documents confirming the existence of access to state secrets;
  • preliminary sign an agreement with the Company on non-disclosure of insider and other confidential information.
The composition of the Strategy and Investment Committee of JSC "NK "Kazakhstan Engineering"
 
Chairman of the Strategy and Investment Committee - Dartbaev Nartay Nurtayevich, Member of the Board of Directors, Independent Director of NK Kazakhstan Engineering JSC
 
Member of the Strategy and Investment Committee - Evgeny Kazeev, Member of the Board of Directors, Independent Director of NK Kazakhstan Engineering JSC, General Director of Almatyenergoservice LLP
 
Expert of the Strategy and Investment Committee - Mami Elvira Kairatovna, Director of the Department of Strategic Development of JSC NWF Samruk-Kazyna.

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