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Internal documents of the company

Regulations on the Board of Directors

POSITION

about the Board of Directors of the joint-stock company

" NC "Kazakhstan engineering"

General provisions

1. This Regulation on the Board of Directors of the national company "Kazakhstan engineering "joint stock company (Hereinafter - the Company) defines the status and procedure of the Board of Directors of the Company; the procedure for convening and holding its meetings, making decisions, remuneration, and responsibilities of members of the Board of Directors.

2. The regulations on the Board of Directors is an internal document of the Company and will develop in accordance with the Law of the Republic of Kazakhstan "On joint stock companies" (hereinafter - the Law), the Law of the Republic of Kazakhstan "On national welfare Fund" (hereinafter - the Fund Act), the Company's Charter and corporate governance Code of the Company (hereinafter –the Code).

3. The Board of Directors is the Company's management body that provides overall management of the Company's activities.

In its activities, the Board of Directors is guided by the legislation of the Republic of Kazakhstan, the company's Charter, this Regulation and decisions of the sole shareholder.

4. The activities of the Board of Directors are based on the principles of reasonableness, efficiency, activity, integrity, honesty, responsibility and accuracy.

Competence of the Board of Directors

5. The competence of the Board of Directors is defined by the company's Charter.

6. Issues that fall within the exclusive competence of the Company's Board of Directors cannot be referred to The company's management Board for resolution. The Board of Directors does not have the right to make decisions on issues that, in accordance with the company's Charter, are within the competence of the management Board, as well as to make decisions that contradict the decisions of the shareholder.

7. Determining the number of members and term of office of the Company's Board of Directors, electing its Chairman and members, early termination of their powers, as well as determining the amount and conditions for paying remuneration to members of the Board of Directors is the sole responsibility of the sole shareholder.

8. An individual may be elected as a member of the Board of Directors:

1) being a shareholder;

2) proposed (recommended) for election to the Board of Directors as representatives of the shareholder's interests;

3) who is not a shareholder of the Company and is not proposed (recommended) for election to the Board of Directors as a representative of the shareholder's interests. The number of such persons may not exceed fifty percent of the Board of Directors.

A member of the Board of Directors may not be elected a person who has an outstanding criminal record or has not been removed in accordance with the procedure established by law;

formerly Chairman of the Board directory, first head (Chairman of the management Board), Deputy head (Deputy Chairman), chief accountant of another legal entity in the period not more than one year before the decision and forced liquidation or forced redemption of shares or conservation of another legal entity recognised as bankrupt in the established order. The specified requirement is applied within five years after the date of the decision on compulsory liquidation or compulsory repurchase of shares, or conservation of another legal entity declared bankrupt in accordance with the established procedure.

The number of members of the Board of Directors must be at least three. The number of independent Directors who are members of the Board of Directors cannot be less than one third of the number of members of the Board of Directors. Candidates to the Board of Directors and members of the Board of Directors must have ' relevant work experience, knowledge, qualifications, positive achievements and an impeccable reputation in the business and/or industry environment necessary to perform their duties and . organization of effective work of the entire Board of Directors in the interests of the company's shareholder.

9. Members of the Management Board other than the Chairman of the management Board may not be elected to the Board of Directors. The Chairman of the management Board cannot be elected as the Chairman of the Company's Board of Directors.

10. The term for which members of the Board of Directors are elected is no more than three years. Any term of election to the Board of Directors for a term of more than six consecutive years is subject to special consideration, taking into account the need for qualitative renewal of the Board of Directors. The same person may not be elected to the Board of Directors for more than nine consecutive years. In exceptional cases, an election for a term of 6ojxee-nine years is allowed, but the election of such a person to the Board of Directors must be held

11. The term of office of the Board of Directors (a member of the Board of Directors) expires on the date of election by the shareholder of a new Board of Directors (a member of the Board of Directors). The shareholder has the right to terminate the contract prematurely .powers of all or individual members of the Board of Directors^ Early termination of the powers of a member of the Board of Directors on his/her initiative is carried out on the basis of a written notification of the Board of Directors.

The powers of such a member of the Board of Directors shall terminate upon receipt of such notification by the Board of Directors.; and the shareholder's decision on early termination of the powers of a member of the Board of Directors.

In case of early termination of the powers of a member of the Board of Directors, a new member of the Board of Directors is elected by a decision.the term of office of the newly elected member of the Board of Directors expires simultaneously with the expiration of the term of office of the Board of Directors as a whole.

12. The election of new members of the Board of Directors is carried out in accordance with the procedure provided for by the legislation of the Republic of Kazakhstan, and in accordance with a formal, strict and transparent procedure.

13. Relations between independent members of the Board of Directors and the Company are formed by contracts. The term of the agreements is one year, with the possibility of extending them on the same or new terms for a period of one year, but no more than three years.

14. The company discloses information on the amount of remuneration of Directors in accordance with the Legislation of the Republic of Kazakhstan. Information on the amount of remuneration paid to members of the Board of Directors for. .reportable . the period is subject to mandatory disclosure in the annual report prepared for the shareholder.

4. Chairman of the Board of Directors

15. The Chairman of the Company's Board of Directors is elected to the position by the company's shareholder. A shareholder has the right to re-elect the Chairman of the company's Board of Directors at any time..

16. The competence of the Chairman of the Board of Directors is defined. company charter.

17. In the absence of the Chairman of the Board of Directors, his functions are performed by one of the members of the Board of Directors by decision of the Board of Directors, subject to the requirements set out in paragraph 3 of this Regulation

Members of the Board of Directors, their rights, duties and responsibilities

1)Receive information about the Company's activities, including those that constitute a commercial secret of the Company, get acquainted with all the company's documents in accordance with the legislation of the Republic of Kazakhstan, and internal documents of the Company, if necessary, require the management Board and the internal audit Service to provide explanations or clarifications on the information provided;

2) submit written proposals for the formation of the work plan of the Board of Directors;

3) submit issues to the agenda of meetings of the Board of Directors in accordance with the established procedure;

4) demand the convocation of a meeting of the sonnet of Directors .The company;

5) require completion of the entry into office program (for newly elected members of the Board of Directors);

6) exercise other rights stipulated by the legislation of the Republic of Kazakhstan, the company's Charter, other internal documents of the Company and this Regulation.

19. The members of the Board of Directors are required:

1) perform their duties in good faith and use methods that best reflect the interests of the Company and the shareholder, avoiding conflicts of interest;

2) by regularly attending meetings..Board of Directors-Committees, the Board of Directors that they are members of;

3) make decisions objectively in the interests of the Company and the shareholder;

4) implement decisions made by the shareholder and the Board of Directors;

5) monitor the state of the Company and maintain constant contacts with members of the management Board and employees of the Company;

6) ensure full compliance of its activities with the requirements of the legislation of the Republic of Kazakhstan, the Code and other internal documents of the Company, as well as ethical standards and generally accepted norms of business ethics;

7) inform the Corporate Secretary about the combined positions and changes in the permanent (main) place of work (service, business, etc.);

8) notify the Management Board in advance of the impossibility to participate in meetings of the Board of Directors;

9) bring to the attention of the Board of Directors the information on interest provided for by Law .in the event of a transaction by the Company, as well as in the event of any other conflict of interests with the Company in relation to an existing or proposed transaction;

10) provide the Company with information about its affiliates within seven days from the date of occurrence of affinity;

11) inform the Board of Directors of the intention to establish or participate in legal entities

12) control the disclosure and provision of information about the Company's activities in accordance with the Charter of the Republic of Kazakhstan;

13) maintain the confidentiality of information about the Company's activities, including for three years from the date of termination of employment in the Company.

20. By decision of the shareholder members of the Board of Directors of the Company during the performance of their duties in the prescribed manner may receive remuneration and (SGA) kompensiruet costs associated with the performance of their functions as members of the Board of Directors of the Company, the Size of such remuneration and (or) compensation is established by decision of the shareholder.

21. Members of the Company's Board of Directors are responsible For:

1) execution of the shareholder's decisions within the competence of the Board of Directors;

2) consequences of decisions taken on issues within the competence of the Board of Directors;

3) providing the Company and the shareholder with misleading or deliberately false information.

b. Corporate Secretary

22. The control over preparation and holding of meetings of the Board of Directors of the Company, formation of materials for the meeting of the Board of Directors of the Company and access thereto by compliance by the bodies and officers of the Company procedures aimed at ensuring prav And interests of the shareholder and the company's compliance with provisions and norms of legislation in the sphere of corporate governance, Charter provisions and other internal documents of the Company are performed by the Corporate Secretary.

23. The corporate Secretary is an employee of the Company who is not a member of the Board of Directors or the management Board;

24. The corporate Secretary is appointed and dismissed by the Company's Board of Directors and is accountable to the Company's Board of Directors,

25. The status, functions and duties of the Corporate Secretary are determined by the company's internal documents.

7. Committees of the Company's Board of Directors

26. The Company may establish The following committees of the Board of Directors:

audit Committee;

Human resources Committee;

Remuneration Committee, other Committees at the discretion of the Board of Directors.

27. The Board of Directors committees are established to work out in-depth issues that fall within the competence of the Company's Board of Directors and develop necessary recommendations to the Board of Directors and the management Board

28. Committees are created by the Board of Directors from members of the Board of Directors, one of whom is appointed by the Chairman of the Committee, as well as experts who have the necessary professional knowledge to work in a particular Committee. The terms of office of Committee members coincide with their terms of office as members of the Board of Directors, but are reviewed annually by the Board of Directors.

The Chairman of the management Board cannot be a member of the Committee

29. The Board of Directors ' committees cannot act independently on behalf of the Company.

30. The Committees ' activities are regulated by internal documents approved by the Board of Directors, which contain provisions on the composition of the competence, the procedure for electing Committee members, the procedure for working with Committees, and the rights and obligations of their members. The shareholder is entitled to read the regulations on Committees.

31. No one other than the Chairman of the Committee and its members is allowed to attend Committee meetings.other persons may Attend Committee meetings only at the invitation of the relevant Committee.

32. The Board of Directors and Committees annually draw up the results of their work, and their meetings should be held regularly.the minutes Of the meeting of the Committee are provided to the Board of Directors. A separate section of the annual report of the Board of Directors is devoted to the work of the Committees

33. The Board of Directors has the right at any time during the year to request the Committees to submit a report on current activities the Terms of preparation and submission of such a report are determined by the Board of Directors

34 the Board of Directors and its Committees may, in accordance with the established procedure, use the services of external experts and consultants within the funds provided for in the Company's budget for the corresponding year.

Organization of the Board of Directors

35. Meetings of the Board of Directors are held as necessary in order to implement the work Plan of the Board of Directors for the current year, as well as to consider other issues Submitted to the meeting of the Board of Directors the Board of Directors must meet at least six times a year

36. A meeting of the Board of Directors may be called at the initiative of its Chairman or the company's management Board or upon request

I) any member of the Board of Directors;

2) an audit organization that performs an audit of the Company,

3) shareholder;

4) internal audit Services of the Company.

37. A request to convene a meeting of the Board of Directors is made to the Chairman of the Board of Directors by sending a corresponding written message containing the proposed agenda of the meeting

board of Directors

If the Chairman of the Board of Directors refuses to call a meeting, the initiator has the right to apply with the specified request to the management Board, which is obliged to call a meeting of the Board of Directors

A meeting of the Board of Directors must be convened by the Chairman of the Board of Directors or the management Board no later than ten calendar days from the date of receipt of the request to convene

A meeting of the Board of Directors is held with the mandatory invitation of the person who submitted the specified request

38 the Procedure for notifying members of the Company's Board of Directors of a meeting of the Company's Board of Directors is determined by The company's Board of Directors

39 Notification of a meeting of the Board of Directors must contain information about the date, time and place of the meeting, as well as its agenda

40 Materials for a meeting of the Board of Directors held in person must be submitted to the members of the Board of Directors for consideration 10 (ten) business days before the meeting of the Company's Board of Directors

9 Procedure for holding a meeting of the Board of Directors

41 the Quorum for holding a meeting of the Board of Directors is not less than half of the number of members of the Board of Directors and may be determined taking into account the absent members of the Board of Directors (if their votes are expressed in writing)

When determining the quorum and results of voting on issues on the agenda, the written opinion of a member of the Company's Board of Directors who is absent from the meeting of the Company's Board of Directors is taken into account

If the total number of members of the Board of Directors is not sufficient to achieve a quorum, the Board of Directors must request the shareholder to elect new members of the Board of Directors - the Remaining members of the Board of Directors may only decide to send the specified request to the shareholder

42 Each member of the Board of Directors has one vote. Decisions of the Board of Directors are made by a simple majority vote of the members of the Board of Directors present at the meeting, unless otherwise provided by Law

In case of equality of votes, the vote of the Chairman of the Board of Directors or the person presiding at the meeting of the Board of Directors is the decisive decision On entering into transactions in which the Company has an interest is taken by a simple majority of votes of members of the Board of Directors Who are not interested in making such a transaction If the number of members of the Board of Directors who are not interested in making such a transaction is less than half of the total number of members of the Board of Directors

Member of the Board of Directors, having an interest in the issue submitted for consideration of the Board of Directors not involved in the discussion and voting on the question, what are the appropriate entry in the minutes of the meeting of the Board of Directors Criteria for determining the interest under which a member of the Board of Directors not involved in the discussion and voting are determined by internal document approved by the Board of Directors

43 Consideration and decision-making on particularly important, key, strategic issues of the Company's activities is carried out at meetings of the Board of Directors with face-to-face voting a specific list of such issues is approved by the Board of Directors

44 the Agenda of an in person meeting of the Board of Directors may be supplemented during the meeting as necessary

45 In cases where one or more members of the Board of Directors (30%) are not able to personally attend the meeting of the Board of Directors, they may participate in discussion of issues using technical communications (in the mode of video conference session telephone Conferenc-communication, etc.) or presenting their opinion in writing (mixed voting)

A written opinion must be submitted by a member of the Board of Directors to the Chairman of the Board of Directors prior to the meeting of the Board of Directors and is taken into account only when determining the quorum and results of voting on issues on the agenda

If a copy of the written opinion by member of the Board of Directors was not included into the information (materials) provided to a member of the Board of Directors for the meeting, the Chairman of the meeting shall announce the written opinion of a member of the Board of Directors absent at the meeting of the Board of Directors before voting on agenda issue, which presents this opinion

If a member of the Board of Directors is present at a meeting of the Board of Directors, his written opinion received prior to the meeting is not announced at the meeting and is not taken into account when determining the quorum and voting results

46 a decision by absentee voting shall be deemed to have been taken if any.quorum in the ballots received in due time

If members of the Board of Directors have comments (proposals for amendments) on documents and/or the wording of draft decisions on issues submitted for absentee voting that do not affect the result of voting, a member of the Board of Directors must notify the corporate Secretary of any comments (proposals for amendments) no later than three business days before the deadline for sending ballots to the Corporate Secretary)

The corporate Secretary in writing to send his opinion to the other members of the Board of Directors for review, and if the majority of the members of the Board of Directors agree, formalize the Protocol taking into account the proposed adjustments

47 the Board of Directors has the right to make a decision on holding .its closed meeting, which can only be attended by members of the Board of Directors

Minutes of the Board of Directors meeting

48 Decisions of the Board of Directors that were taken at its meeting held in person are formalized by a Protocol that must be drawn up and signed by the person who chaired the meeting and the Corporate Secretary within three business days from the date of the meeting and contain

1) full name and location of the management Board,

2) date, time and place of the meeting,

3) information about the persons who participated in the meeting,

4) agenda of the meeting,

5) questions put to the vote, discussion and roll-call results of voting on them,

6) decisions taken,

7) other information by decision of the Board of Directors

49 the decision Of the absentee meeting of the Board of Directors must be made in writing and signed by the Corporate Secretary and the Chairman of the Board of Directors of the Company, as well as contain

1) name and location of the Company (its management Board),

2) the date and place of written execution of the decision of the absentee meeting,

3) information on the composition of the Board of Directors,

4) indication of the person (body) that convened the meeting,

5) agenda of the meeting,

6) record of the presence/absence of a quorum for decision-making,

7) results of voting on each item on the agenda and the decision taken,

8) other information

50 within twenty calendar days from the date of registration of the decision, it must be sent to the members of the Board of Directors with the attached ballots, on the basis of which this decision was made

51 the Corporate Secretary, at the request of a member of the Board of Directors, must provide him with the minutes of the meeting of the Board of Directors and decisions taken by absentee voting for review and (or) issue him extracts from the minutes and decisions certified by the company's signature and seal

performance Evaluation Board of Directors

52. The Board of Directors must annually give the shareholder an official and comprehensive assessment of its work, the work of its Committees, and each of the members of the Board of Directors, the results of which are discussed at a meeting of the Board of Directors. None of the Directors should be involved in the process of evaluating their performance.

53. Members of the Board of Directors hold annual meetings under the direction of one of the independent Directors to evaluate the performance of the Chairman of the Board of Directors

54. The process of evaluating the performance of the Board of Directors, Committees and individual members of the Board of Directors is included in the annual report of the Board of Directors, which is sent to the shareholder as part of The company's annual report in accordance with the procedure and terms established by it,

12. Award

55 Issues related to the remuneration of Directors are submitted to the decision of the shareholder.

56. The amount of remuneration should be sufficient to attract, retain and motivate Directors and their effective performance

57. The Company should have a transparent system of remuneration of Directors. The decision on remuneration of Directors should be adequate to the time they devote to their work and the quality of performance of their duties by Directors

58. The terms of remuneration of Directors are reflected in the contracts concluded with Them and, if necessary, in the company's internal document.

59. The Chairman of the management Board, if elected to the Board of Directors, does not receive remuneration for serving on the Board of Directors.

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