Provision on JSC Kazakhtelecom’s Board of Directors (стр. 4 )

Joint-stock company Kazakhtelecom (hereinafter – the Company) represented by Chairman of the Board of Directors of the Company ______________________________, avting on the basis of the Law of the Republic of Kazakhstan “On joint-stock companies”, Charter of the Company and __________________________ (decision of the General meeting of shareholders) from one part, and Mr./Mrs. _____________________, identification card /passport № _____, issued _______ «__»___20__, from the other part, elected independent director of the Board of Directors of the Company (hereinafter – Independent Director) according to decision ______________________ (of the General meeting of shareholders) dd. «__» ___________ 20___, protocol №__, hereinafter referred to as Parties, have concluded this Agreement with Independent Director of JSC Kazakhtelecom (hereinafter - Agreement) as follows.

1. Scope of the Agreement

1. This Agreement shall determine the rights and duties of Independent Director as a member of the Board of Directors of the Company pursuant to the legislation of the Republic of Kazakhstan (hereinafter - legislation), Charter and internal documents of the Company, as well as the Company’s liability to pay to Independent Director remuneration and reimburse expenses related to performing duties under this Agreement and decisions of the General meeting of shareholders.

2. The Parties shall follow the legislation, this Agreement, Charter and internal documents of the Company in course of fulfilling obligations teherof.

2. Rights of Independent Director

3. Independent Director shall have the right to:

1) request and/or receive, on timely basis, from executives and bodies of the Company any information for performing his/her duties as required by the law;

2) use office space, communication facilities, other property provided by the Company for performing functions provided for in this Agreement, Charter and internal documents of the Company;

3) express his/her opinion on issues at meetings of the Board of Directors/committees of the Board of Directors orally or in writing, in case of failure to attend the meeting, vote on the agenda items of the meeting of the Board of Directors/committees of the Board of Directors according to the order established by the Charter and internal documents of the Company;

4) be remunerated and reimbursed by the Company for expenses related to performing obligations of a member of the Board of Directors of the Company according to the order established by the Charter of the Company, decisions of the General meeting of shareholders, and this Agreement;

5) get acquainted with decisions of the General meeting of shareholders, minutes of meetings, decisions of the Board of Directors, minutes of the meetings of the Board of Directors’ committees, audit conclusions;

6) initiate convocation of the Board of Directors’ meeting, and submit proposals on drawing up or changing the Working Plan of the Board of Directors of the Company;

7) include items in the meeting agenda of the Board of Directors of the Company;

8) exercise other rights stipulated in the legislation, Charter and other internal documents of the Company.

3. Obligations of Independent Director

4. In course of exercising his/her rights and performing obligations Independent Director shall act in the interests of the Company and shareholders thereof, take decisions in the interests of the Company in bona fide, reasonable, fair, careful, objective way by meeting legal and the Company’s internal documents requirements, ethical principles and corporate ethics norms.

5. Director must:

1) perform his/her obligations as required by law, Charter, Corporate Governance Code, and other internal documents of the Company;

2) attend meetings of the Board of Directors, committees of the Board of Directors, he/she is a member of, according to the order established by Charter and other internal documents of the Company, in exceptional cases attend by using technical facilities (telephone, videoconference, etc.); inform and explain the impossibility of attending the meeting of the Board of Directors and/or the Board of Directors’ committees;

3) submit to the Board of Directors signed absentee vote bulletins on the Board of Directors’ absentee meeting issues, provide his/her point of view in writing in case of comments or objections within the established deadlines;

4) implement decisions of the General meeting of shareholders, the Board of Directors, the Board of Directors’ Chairman of the Company provided such decisions meet the legislation, Charter and do not conflict, in opinion of the Board of Directors’ member, interests of the General meeting of shareholders and/or the Company;

5) analyze information and status of the Company on issues falling under the competence of the Board of Directors of the Company, provide documentary results of such analysis;

6) to get prepared, in a proper manner, to meetings of the Board of Directors, committees of the Board of Directors of the Company, inter alia, become familiar with in advance with the meeting materials, collect and analyze required information, make conclusions, recommendations for taking reasonable decisions;

7) undergo the office assumption program (for newly elected directors);

8) handover, within 5 (five) working days, all documents, property of the Company, office and office keys, if such has been provided to him/her for performing Independent Director’s obligations, under acceptance certificate to a person assigned by the Company upon expiration, inter alia, early expiration of terms of reference of Independent Director, expiration of this Agreement;

9) submit any information, other than private and confidential, within the limits of issues falling under the competence of the Board of Directors of the Company upon request of the General meeting of shareholders / Chairman of the Board of Directors of the Company;

10) allocate sufficient time for fulfilling tasks assigned to the Board of Directors and functions assigned directly to Independent Director;

11) notify, on timely basis, on Independent Director status loss;

12) share responsibility with all members of the Board of Directors of the Company, according to the order established by legislation, for efficient control over the Company within the issues falling under the competence of Board of Directors of the Company subject to opinion expressed by voting at the meeting of the Board of Directors;

13) perform other obligations stipulated in the legislation, Charter and internal documents of the Company;

14) meet the following rules and requirements:

а) engage in course of conduct avoiding the conflict of interests neither in regards to him/herself (or related persons), nor to other persons;

b) to inform, on an urgent basis, the Board of Directors of the Company about any personal commercial or other interest (direct or indirect) in bargains, agreements, projects related to the Company according to the order provided for in internal documents of the Company;

c) to inform, on timely basis, the Board of Directors and not participate in discussion and voting on personal interest item (items) of the meeting agenda of the Board of Directors;

d) not receive from individuals or legal entities gifts, services or any benefits which are, or can be considered as, a reward for decisions or actions taken or performed by Independent Director as member of the Board of Directors of the Company;

e) not disclose confidential, inside or other information that came to Independent Director’s notice in connection with performing the Board of Directors’ member obligations to persons with no access to such information, as well as use it in own or third parties’ interest both during performing the Board of Directors’ member obligations and within 3 (three) years from this Agreement expiration provided a longer term is not specified in documents of the Company;

f) during the work at the Company premises, follow the rules and procedures provided for in internal documents of the Company and related to security measures and the Company’s confidential information treatment;

15) perform other duties stipulated in the legislation, Charter, other internal acts of the Company and this Agreement.

4. Rights of the Company

6. The Company shall have the right to:

1) require Independent Director’s reasonable performance of the Board of Directors member duties stipulated in the legislation, Charter, other internal documents of the Company and this Agreement;

2) terminate, at any time, this Agreement in case of the General meeting of shareholders’ decision on early termination of the terms of reference of members of the Board of Directors of the Company or Independent Director by taking into account the fact that all fees and expenses not paid by the Agreement termination date will have been paid;

3) exercise other rights stipulated in the legislation, Charter, other internal documents of the Company and this Agreement.

5. Obligations of the Company

7. The Company is obliged to:

1) pay to, on timely basis and in full volume, Independent Director remunerations contemplated herein and indemnify for expenses connected with the performance of duties of a member of the Board of Directors of the Company subject to conditions contained herein and decisions of the General meeting of shareholders;

2) provide, on timely basis, Independent Director with reliable and complete information, materials and documents required for proper performance of his/her duties with the account of legal requirements, Charter and other internal documents of the Company;

3) provide, as required, Independent Director with interpreter services, office, communication facilities and other technical assistance required for performing his/her duties at the meetings of the Board of Directors’ committee/ Board of Directors of the Company;

4) perform other duties stipulated in the legislation, Charter, other internal documents of the Company.

6. Fees and compensations to Independent Director

8. For performing duties of a member of Board of Directors of the Company Independent Director shall be entitled to annual fixed fee equaling to __________________ (__________) _______.

9. According to the General meeting of shareholders decision, Independent Director can be paid additional year-end fee.

10. Annual fixed fee shall be paid by the Company within the month following the reporting fee payment period. The reporting fees payment period shall be six months of the relevant calendar year.

11. Annual fixed fee shall be paid by the Company in cash once in half year in proportion to the period of Independent Director’s work in relevant half of calendar year.

12. In the event Independent Director’s attendance of less than half of all meetings in presentia and absentia of the Board of Directors, committees of the Board of Directors of the Company in the reporting period, other than the cases of absence at the meetings in presentia due to the illness, vacation, business trip, force-majour events, the annual fixed fee shall not be paid.

13. For attending each meeting in presentia of the Board of Directors Committee(s), inter alia, by using technical communication facilities (telephone, videoconference, etc.), Independent Director shall be paid additional fee within the month following the date of the meeting in presentia of the Board of Directors committee, equaling to _______(______)_______ for each meeting in presentia of the Board of Directors committee.

14. The fee shall be paid to Independent Director upon payment of all applicable taxes and other compulsory payments of the Republic of Kazakhstan.

15. Independent director shall be compensated for the expenditures incurred in connection with:

1) attendance at internal meetings of the Board of directors and its committees, participation at annual General shareholders’ meetings, and other meetings (conferences) initiated by shareholders, Chairman of the Board of directors and/ or Management Board of the Company held outside the place of permanent residence of the Independent directors (travelling, accommodation, daily allowance, telephone communications within the Republic of Kazakhstan, the services of scanning, photocopying, faxing, printing, typing documents, access to the Internet in the Republic of Kazakhstan, the courier and postal services);

2) training of independent director (training, travelling, daily allowance) within the budget approved by the Company.

16. Compensation of the expenditures incurred in connection with training, travelling to the place of the meeting, services of scanning, photocopying, faxing, printing, typing, access to the Internet in the Republic of Kazakhstan (except of mobile connections) in the Republic of Kazakhstan, courier and postal services will be made by the Company in accordance with the actual expenses based on documentary evidence.

Expenses on training of an Independent director are to be paid prior to training. An Independent director should present to the Company the documentary evidence after completing the training course. Failure to present such documentary evidence will result in the deduction of a corresponding amount from the annual fixed remuneration of the Independent director.

Compensation of expenses on accommodation is to be made on the actual expenses but not exceeding the cost of one room of first class classification, including the expenses on booking the room, based on the documentary evidence.

The amount of daily allowance for each day of staying outside the place of permanent residence for attending a meeting \ conference is to be determined within the standard compensation rate of daily allowance set for Chairman of the Company’s Management Board.

17. In the event of termination of Independent Director’s terms of reference (including early termination) prior to the end of the half year period Independent Director shall be paid the fees and costs for the actual period in the Board of Directors of the Company within the month following the termination date, relevant decision of the General meeting of shareholders or the Board of Directors member’s application on early termination of his/her terms of reference.

18. In the event of early termination of Independent Director’s terms of reference as a result of his/her negligence, violation of his/her election terms and conditions and this Agreement, or the existence of a document evidencing willful misrepresentation (fraud) to the Company and/or the General meeting of shareholders or willful negligence of his/her duties, Independent Director shall be paid for the working period prior to the event (when it has been reported on this fact) and/or prior to termination of terms of reference.

19. Fess and compensations shall be transferred to Independent Director’s bank card or current account or paid in cash from the Company’s casher’s office subject to Independent Director’s will. The bank card costs shall be paid by Independent Director.

20. The extra year-end fees shall be sized with the account of:

1) the Company’s year performance results;

2) appraisal of Independent Director’s performance results.

7. Responsibility of the Parties

21. Independent Director shall bear responsibility, established by legislation of the Republic of Kazakhstan, to the Company and shareholders for injury inflicted by their actions and (or) inactions and losses incurred by the Company including but not limited to as a result of:

1) provision of misleading information;

2) violation of the information provision order established by legislation of the Republic of Kazakhstan;

3) proposal on entering and (or) taking decisions on entering into major transactions and (or) interested-party transactions which were followed by losses of the Company as a result of his/her negligent actions and (or) inactions, inter alia, aimed at profit (income) gained by him/her or his/her affiliate a result of such transactions.

Decision of the General meeting of shareholders, in cases stipulated in the legislation of the Republic of Kazakhstan and (or) Charter of the Company, on entering into major transaction and (or) interested-party transaction shall not exempt from liability Independent Director who proposed the conclusion or acted negligently and (or) failed to be active at the meeting of the Company’s body, he/she is a member of, inter alia, with the aim of gaining profit (income) by him/her or his/her affiliate if such decisions have resulted in the Company’s losses.

22. Independent Director shall not be liable in case he/she voted against decision which resulted in the Company’s losses or did not participate in such voting.

23. Ordinary terms and conditions of doing business and other significant circumstances shall be taken into account in course of determining the grounds for and the size of Independent Director’s liability.

8. Term of validity and termination of the Agreement

24. The Agreement shall come in force from the date of Independent Director’s election and be valid till termination of Independent Director’s terms of reference.

25. The Company shall have the right to terminate the Agreement with Independent Director, at any time based on grounds or groundless, pursuant to decision of the General meeting of shareholders of the Company.

26. Independent Director shall have the right to initiate early termination of the Agreement subject by providing written notification to the Board of Directors of the Company in accordance with established order.

27. The Agreement termination date shall be the earliest of the following dates: (1) date of termination of the terms of reference of the Board of Directors of the Company pursuant to decision of the General meeting of shareholders, (2) date of decision (or date determined in decision of the General meeting of shareholders of the Company) on early termination of the terms of reference of Independent Director, (3) date of the receipt (or date determined in the notification) by the Board of Directors of the Company (by the Company itself) of the notification from Independent Director on early initiative termination of his/her terms of reference.

28. The Agreement can be amended and/or added by mutual consent of the Parties.

29. All amendments and addendums to the Agreement shall be made in writing, signed by the Parties and be an integral part hereof.

9. Final provisions

30. This Agreement has been concluded in four counterparts, each of equal legal force, per two counterpart in state/Russian languages (or in Russian and English) for each of the Parties.

A counterpart in _____________ shall prevail in case of discrepancy.

31. In the event of reelection of Independent Director to the Board of Directors of the Company, a new Agreement between the Company and Independent Director shall be concluded according to the established order.

32. All matters not regulated in this Agreement shall be subject to the provisions of the legislation of the Republic of Kazakhstan, Charter and other internal documents of the Company.

10. Requisites and signatures of the Parties

Company:	Director:
_____________________(family name, first name, patronymic.)	_______________________ (family name, first name, patronymic)
Chairman of the Board of Directors of JSC Kazakhtelecom 31, Abai avenue, Sary-arka district Astana, 10000, Republic of Kazakhstan Теl:	Place of residence: ID card details:
Location of the Management Board of JSC Kazakhtelecom: 31, Abai avenue, Sary-arka district Astana, 10000, Republic of Kazakhstan Теl:	Bank requisites: