REMUNERATION COMMITTEE

Members of the Remuneration Committee

In 2011 this Committee was composed of only independent directors in the name of Philip Dayer (Chairman), Paul Manduca and Edward Walshe. Terms of office of the members of the Committee coincide with their terms of office as the members of the Board of Directors.

Responsibilities and Duties of the Remuneration Committee

The Remuneration Committee is responsible for monitoring the Company’s current system of remuneration of the members of the Board of Directors, Director General, members of Management Board and other employees of the Company, including the analysis of the remuneration policy in comparison with other companies.

The Remuneration Committee is also responsible for developing and providing recommendations to the Board of Directors on the principles and criteria for determining the amount and terms of remuneration and compensation to the members of the Board of Directors, Director General and members of the Management Board of the Company and on approving the terms share option plans of the Company and other long-term incentive programs for managers and employees Company.

The Remuneration Committee oversees coordination of the Company’s policy of remuneration and current remuneration system of the Company with the development strategy of the Company, its financial situation and the situation on the labour market. The Remuneration Committee oversees provision of adequate information disclosure in respect of remuneration and compensation of members of the Management Board and the Board of Directors of the Company in accordance with the laws of the Republic of Kazakhstan, the Listing Rules and the Company’s internal documents.

In addition, the Remuneration Committee monitors implementation of decisions of the General meeting of shareholders with respect to determining the size and order of payment of remuneration of the Board of Directors of the Company.

The Remuneration Committee shall report regularly to the Management Board on its work and also hold annual review on compliance by the Committee of the provision on the Remuneration Committee providing information to the Board of Directors.

Activities of the Remuneration Committee in 2011

During 2011 the Remuneration Committee held six meetings. The Committee shall hold meetings as necessary, but not fewer than once every six months. Meetings may be convened at the initiative of the Chairperson of the Committee, or by decision of the Board of Directors.

In 2011, the Remuneration Committee considered issues such as:

• Determining the amount of salaries and conditions of remuneration and bonuses of the members of the Management Board
• The final performance of key performance indicators (KPIs) of the members of the Board, Head of Internal Audit Service and Corporate Secretary of the Company
• Remuneration and approval of KPIs of the members of the Management Board, employees of the Internal Audit Service and Corporate Secretary
• Issues related to the share option program
• Proposals to introduce a system of bonuses based on implementation of cost management projects

Total amount of remunerations of independent directors for the year as of December 31, 2011, are listed in the table below:

Name	Annual remuneration 000 USD	Physical attendance 000 USD	Phone-video conference	Meetings of independent directors 000 USD	Committee Chairmanship	Total 2011 (excluding taxes) 000 USD	Total 2011 (including taxes) 000 KZT
Paul Manduca	150	70	15	17.5	25	277.5	45,326
Edward Walshe	150	70	15	17.5	15	267.5	43,692
Philip Dayer	150	70	15	17.5	15	267.5	43,692
Total	450	210	45	52.5	55	812.5	132,710

Other members of the Board of Directors do not receive remuneration as the members of the Board of Directors, but shall be entitled to reimbursement for costs associated with such appointment.