Provision on JSC Kazakhtelecom’s Board of Directors (стр. 3 )

№	Period of work (month/year)	Name of organization, positions occupied and official duties, the organization’s contact data
1
2
3

5. Other information:

Previous convictions suspended or unexpunged in accordance with the order established by laws of the Republic of Kazakhstan for the crimes committed in the field of economic activity, on corruption charges and other crimes against interests of the state	Yes / No
Data on removal from performing official duties on charges of violating the legislation of the Republic of Kazakhstan	Yes / No, if “yes” when and who took actions
If previously held executive positions in the organization declared bankrupt or liquidated, temporary closed down, or the shares of which were redeemed, upon a court’s decision	Name of organization, position, period of work
Other related information	(to be specified at will)

I (family name, first name, patronymic of Independent Director candidate) hereby acknowledge that the above information has been thoroughly checked by myself and is accurate and complete, and I recognize that misleading information presented herein may result in the recall of consent to my nomination to the position in question.

__________________________________________________________________________

(signature, date)

Annex 3

to the Provision on the Board of Directors

JSC Kazakhtelecom

Qualification requirements to

independent director candidates

of JSC Kazakhtelecom

I. The Company’s Board of Directors’ independent director candidate must meet the following requirements:

1. To meet independent director status according to item 20 article 1 of the Law of the Republic of Kazakhstan “On joint-stock companies”, inter alia:

1) to be not and have not been an affiliate of the Company within 3 (three) years preceding to his/her election to the Board of Directors (other then the case of his/her occupation of the position of independent director of the Company);

2) to be not an affiliate to affiliates of the Company;

3) to be not bound by subordination with executives of the Company or organizations, affiliates of the Company, and have not been bound by subordination with these persons within 3 (three) years preceding to his/her election to the Board of Directors;

4) to be not a civil servant;

5) to be not and have not been an auditor of the Company within 3 (three) years preceding to his/her election to the Board of Directors;

6) to be not and have not been participating within 3 (three) years, preceding to his/her election to the Board of Directors, in the audit of the Company as an auditor of an audit organization.

2. to have announced to the public his/her independent director status before being elected to the Board of Directors.

3. to have higher education degree and master degree or additional education in the field of management. In other equal conditions the preference must be given to those candidates who have degree in the field corresponding to core activity of the Company or in the field of finances or management.

4. to have working experience at companies including: working experience in the area of specialty, economic activity corresponding to profile of organization or working experience in areas corresponding to job duties, at least 15 years, including the working experience in companies, preferably in listing/public companies corresponding to core business of the Company in position of a member of the Board of Directors and /or executive positions at least 3 years.

5. to have special skills in certain fields connected with job duties of independent director, membership in committees of the Board of Directors, sufficient communication skills, in course of performing the work to rely on principles of transparency, objectivity, constructability and professionalism.

6. to possess general information about key issues of an organization similar to the Company in terms of volume and type of operations, inter alia show the understanding of:

1) regulatory responsibilities;

2) competitive environment in the national and international markets;

3) key elements in the field of corporate finances, audit and internal control, strategy and/or appointment and/or remuneration for ensuring expert opinion as a member of the respective committee of the Board of Directors of the Company.

7. To be able to perform comprehensive analysis and reasonable assessment of the information provided and pose independent position on issue based on principles of legitimacy, justice and equal attitude to all shareholders. Candidate must be able to express and hold own view even it differs from the view of majority.

8. To have spotless reputation/positive accomplishments in business and/or industrial field, follow high ethical standards. The candidate’s biography must be free of economic crimes and administrative offences in entrepreneurial business.

9. To have time sufficient for participating in the work of the Board of Directors not only during the meetings of the Board of Directors but also for careful study of the Board of Directors’ meeting materials.

10. Must not be a member of more than 4 (four) Board of Directors of other companies.

II. Independent director candidate can not be a person who:

previously held position of chairman of the board of directors, chief executive officer, deputy head, chief accountant of other legal entity at least 1 (one) year prior to decision on winding-up, or compulsory redemption of shares, or temporary close down of other legal entity declared bankrupt according to the established order. This requirement shall apply within 5 (five) years from the date of decision on winding-up, or compulsory redemption of shares, or temporary close down of other legal entity declared bankrupt according to the established order. has conviction outstanding or unexpunged in accordance with the order established by laws of the Republic of Kazakhstan. has any relation with the Company, other than the work in the Board of Directors, shareholders, members of the Management Board. is an executive or employee of rivals.

Annex 4

to the Provision on the Board of Directors

JSC Kazakhtelecom

Impendent director candidate evaluation list

Family name, first name, patronymic of candidate ____________________________________________________________

«COMPLETELY ACCEPTABLE» – 3 points; «ACCEPTABLE» – 2 points; «ACCEPTABLE IN MINIMUM DEGREE » – 1 point; «COMPLETELY UNACCEPTABLE » – 0 points

№ №	Criteria	Point	Comments
	1. Qualification requirements:
1	Education background
2	- professional experience, in related field both in compliance with specialty and in executive position, required for effective work
3	- experience in conducting business in Kazakhstan, CIS and other international markets
4	- corporate governance experience
5	- expertise in certain fields connected with job duties of independent director, member of the Board of Directors’ committees (e. g. in the field of finance, accounting, risk management, audit and internal control, strategic governance, etc.)
	2. Professional skills:
6	- knowledge of subject
7	- knowledge of challenges and tendencies of the national and world economy
8	- deep knowledge of the market of goods (services) being supplied (provided)
9	- position and proposals on priority issues
10	- ability to use knowledge and experience when taking decisions, use experience in creative way
11	- managerial skills
	3. Personal skills and abilities:
12	- business standing
13	- leadership
14	- responsibility
15	- business ethics
16	- candidate’s life priorities and goals, level of seriousness and perspective thereof; succession in achieving goals, etc.
17	- influence on others: appearance, speech (touches substance of the issue in answers, expresses his/her opinion in logic and reasonable way, construct grammatically correct sentences) etc.
	Final evaluation (О): is determined as a sum of criteria points: О = (total sum of points in line 1 + total sum of points in line 2 + total sum of points in line 3) / 17

Final evaluation:

3 – 2,8 – candidate is completely acceptable;

2,7 – 2 – candidate is acceptable;

1,9 – 1 – candidate is acceptable in minimum degree;

less than 1– candidate is completely unacceptable.

Recommendations of member of the Committee for appointments and remunerations of the Board of Directors of JSC Kazakhtelecom:

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

Family name, first name, patronymic of member of the Committee for appointments and remunerations of the Board of Directors of JSC Kazakhtelecom: _________________________________________

Signature

«____» ____________ 20___

Annex 5

to the Provision on the Board of Directors

JSC Kazakhtelecom

Standard Agreement

with independent director of

JSC Kazakhtelecom

Astana city «___» ____________ 20___