APPROVED by the decision of Samruk-Energo JSC Board of ...

APPROVEDby the decision ofSamruk-Energo JSCBoard of DirectorsMinutes No.48 of June 24, 2011/seal affixed/:Samruk Energo Joint-Stock Company Board of Directors, Saryarka district, Astana city, theRepublic of KazakhstanI. General ProvisionsRegulations on the Auditing Committee of the Boardof Directors of Samruk-Energo JSC1. These Regulations on the Auditing Committee of the Board of Directors of Samruk-Energo Joint-Stock Company define the status, competence, composition, procedure andfunctions of the Auditing Committee of the Company’s Board of Directors, the procedure forconvening and conducting its meetings, drawing up of decisions, as well as the rights andresponsibilities of the Auditing Committee members.2. The concepts and definitions used in Regulations:Law – the Law of the Republic of Kazakhstan “On joint-stock companies”;Company - Samruk-Energo Joint-Stock Company;Board of Directors – the Company’s management body;Auditing Committee – the Auditing Committee of the Company’s Board of Directors;Regulations – the Regulations on the Auditing Committee of the Company’s Board ofDirectors;Management Body – the Company’s executive body;Administration – the Chairman and the Management Body members;Charter – the Company’s Charter.Terms applied but not defined in the Regulations are used in the meaning they are used inthe legislation, the Charter and internal documents of the Company, unless otherwise providedby Regulations.3. The Regulations is an internal document of the Company designed in accordance withthe Law, the Charter, the Corporate Governance Code of the Company, and other internaldocuments of the Company.4. The Auditing Committee is a consultative and advisory body to the Company’s Boardof Directors established for in-depth study of issues within the jurisdiction of the Board ofDirectors or studied by the Board of Directors in order to control the Company’s ManagementBody activity and develop appropriate recommendations to the Board of Directors and theCompany’s Management Body.5. The Auditing Committee reports to the Company’s Board of Directors, acts under theauthority granted by the Company’s Board of Directors and these Regulations.6. The work of the Auditing Committee is guided by the legislation of the Republic ofKazakhstan, the Charter of the Company, decisions of the general shareholders’ meeting, theRegulations of the Board of Directors, these Regulations and other decisions of the Company’sBoard of Directors.

II. Competence of the Auditing Committee7. The Auditing Committee acts in favor of the Company’s shareholders, and its work isaimed at providing assistance to the Company’s Board of Directors by making recommendationsfor:1) drawing up recommendations for establishing an effective system of control over thefinancial and economic activities of the Company (including, over completeness and accuracy offinancial reporting);2) drawing up recommendations for control of reliability and efficiency of internalcontrol and risk management systems, as well as the execution of documents in the field ofcorporate governance;3) drawing up recommendations for monitoring the independence of external and internalaudits, as well as the process to enforce the legislation of the Republic of Kazakhstan;4) submission of recommendations for the Internal Auditing Service chief and employeesremuneration policy and structure;5) considerations and drawing up of requirements for the Internal Auditing Service chiefand/or employees office seekers presented by the Internal Auditing Service chief;6) submission of recommendations on the Internal Auditing Service chief and employeesoffice seekers;7) drawing up the Internal Auditing Service chief succession planning policy;8) submission of recommendations on determination of the Internal Auditing Servicechief and/or employees individual remuneration on annual basis, as well as making proposals forchange of the Internal Auditing Service chief and/or employees remuneration amount; as well as9) carrying-out a comparative analysis of the Internal Auditing Service chiefremuneration level and policy in Kazakhstan and foreign companies similar by the range and thetype of activity and provision of information to the Board of Directors.III. Rights and obligations of the Auditing Committee Members8. The Auditing Committee member has the right to:1) request and receive from officers and employees of the Company any information(documents and materials) concerning the Company, if this information is necessary for thedischarge of functions of the Auditing Committee member;2) meet with external and internal auditors without participation of the Company'sadministration;3) initiate or conduct any investigation of matters under the jurisdiction of the AuditingCommittee, as defined in these Regulations;4) get acquainted with the minutes of the meetings and decisions of the AuditingCommittee, audit reports;5) require inclusion to minutes of the meeting of the Auditing Committee of its specialopinion on the agenda and taken decisions;6) require the convening of meetings of the Auditing Committee;7) include issues to the agenda of the meeting of the Auditing Committee;8) employ external expert and consultant services in accordance with establishedprocedure within the limits of funds provided in the Company’s budget for the current year;9) enjoy other rights required for exercise of his/her assigned authorities;10) exercise other rights stipulated by the legislation of the Republic of Kazakhstan, theCharter and other internal documents of the Companyin accordance with established procedure.9. The Auditing Committee members are obliged to:1) carry out their activities fair and in good faith in favor of shareholders and theCompany generally and observe basic principles of the Company’s Corporate Governance Code;

2) allot enough time for effective discharge of their duties;3) participate in the Auditing Committee work and attend its meetings;4) make proposals on introduction of alterations and additions in these Regulations;5) discharge and duties that may be determined by the Board of Directors within thelimits of their competence and in accordance with the procedure established by theseRegulations.IV. Composition, Election and Term of Office of the Auditing Committee Members10. Determining the quantitative composition, term of office of the Auditing Committee,the election of its Chairman and members, as well as the early termination of their authorities isreferred to the competence of the Company’s Board of Directors.The Auditing Committee is composed of members of the Company’s Board of Directors andexperts with the necessary expertise to work in the Auditing Committee. The AuditingCommittee should include at least one member having long-term work experience andcorresponding education in the field of accounting and preparation of financial reporting and/orfinances, and/or audit.11. Auditing Committee shall consist of at least two members, including the independentdirector (s). Chairman of the Auditing Committee shall be elected from among the independentdirectors.The Board member who is not an independent one can be elected as the Auditing Committeemember, if the Company’s Board of Directors decides on an exceptional basis that membershipof this person in the Auditing Committee is necessary in favor of the Company and itsshareholders. When this appointment becomes necessary, the Company’s Board of Directorsshould disclose the nature of a director’s dependence and justify the decision on his/heradmission to the Auditing Committee in the report before the general shareholders’ meeting.V. The Auditing Committee Chairman12. The Auditing Committee Chairman performs the following functions:1) organizes the Auditing Committee’s work;2) approves agenda of the Auditing Committee meetings, including subject-matter ofissues submitted to the Auditing Committee for discussion;3) organizes discussion of issues at the Auditing Committee meetings, as well as hearsopinions of persons invited to participate in the meeting;4) works out the plan of ordinary meetings for the current year taking into account theBoard of Directors meeting plan;5) convenes the Auditing Committee meetings and chairs them;6) determines the form of conducting the Auditing Committee meetings.13. In the absence of the Chairman, his/her functions are performed by the AuditingCommittee member as per decision of the Auditing Committee.VI. Operation Procedure of the Auditing Committee14. The Auditing Committee carries out its activities according to the work plan for theyear approved by the Auditing Committee Chairman.The Auditing Committee holds regular official meetings at least once every three monthsand special meetings - as needed.The Auditing Committee selects the form of conducting meeting, noting the importanceof the issues. The Auditing Committee shall annually develop a plan of work of the AuditingCommittee, which is approved by the Auditing Committee.

The Auditing Committee Secretary is assigned by the decision of the AuditingCommittee who exercises functions on organizational and informational support of the AuditingCommittee work.The Auditing Committee Secretary provides preparation and conduction of the AuditingCommittee meetings, collection and filing of materials for meetings, timely delivery ofnotifications on conduction of the Auditing Committee meetings to the Auditing Committeemembers and invitees, meeting agenda, agenda item materials, meeting record-keeping,preparation of the Auditing Committee’s draft decisions.15. The notification on conduction of the Auditing Committee meetings and agendashould be delivered to persons participating in the meeting at least five working days prior to thedate of the Auditing Committee meeting.The Auditing Committee meeting is considered authorized upon availability of quorum – at leasttwo Auditing Committee members.16. The Auditing Committee meeting can be convened by its Chairman or on request:1) of any Auditing Committee member;2) of a shareholder;3) of the Internal Auditing Service.In the Auditing Committee Chairman refuses to convene a meeting, an initiator has theright to address the Company’s Board of Directors with the mentioned demand, which is obligedto convene the Auditing Committee meeting.The Auditing Committee meeting is held with obligatory invitation of a person laying the abovedemand.17. Decisions are taken by simple majority of votes of the members of the AuditingCommittee, participating in the meeting. In case of equality of the votes Chairman of theAuditing Committee has the right to casting vote.In exceptional cases, depending on the timeliness and importance of the issues considered, theAuditing Committee member is allowed to participate in the Auditing Committee officialmeeting, if there is a quorum, through video conference (interactive audio-visualcommunication), conference communication (simultaneous conversation of members of theAuditing Committee by "phone meeting"), as well as through other means of communication. Inthis case, a member of the Auditing Committee is considered as participated in official meetingof the Auditing Committee. In this case, kind of used communication is specified in the minutesof the Committee meeting. Each Auditing Committee member has the right to state his/herindividual opinion that is submitted with the minutes of the Auditing Committee meeting.18. Auditing Committee members must attend special meetings of the AuditingCommittee. If necessary, at meetings of the Auditing Committee at the invitation of theChairman of the Auditing Committee it may attend the following persons:1) the Internal Auditing Service Chief;2) leading partner and/or other representatives of the external auditor;3) the chief executive officer and other members of the Company, including the chiefaccountant, as well as representatives of the legal division of the Company;4) independent consultants (experts) involved in the prescribed manner to obtaininformation on the agenda.19. According to the results of each meeting of the Auditing Committee, no later thanthree working days after the meeting, it is drawn up minutes. The minutes is signed by theAuditing Committee Chairman or the person who presided at the meeting, as well as theAuditing Committee secretary.The Secretary of the Auditing Committee provides keeping of minutes of meetings of theAuditing Committee.

VII. Functions of the Auditing Committee20. The Auditing Committee, in accordance with established procedure, performs thefollowing functions:1) Regarding financial reporting issues;a) discusses with the Company's administration and the external auditor the financialreporting, as well as the feasibility and acceptability of principles used of financial reporting,significant estimates in the financial reporting, significant adjustments of reporting;b) discusses with the Company's administration, the internal and external auditors,suggested (proposed) changes in accounting policy of the Company and how these changes willbe reflected on the contents of reporting;c) considers any significant differences between the external auditor and the Company'sadministration regarding the financial reporting of the Company;d) pre-approves the Company's accounting policies;e) pre-approves the annual financial reporting of the Company.2) Regarding internal control and risk management issues:a) analyzes the reports of external and internal auditors on the state of internal control andrisk management systems;b) analyzes the effectiveness of internal controls and risk management means of theCompany, and also gives suggestions on these and related issues;c) monitors the implementation of recommendations of internal and external auditors ofthe Company in respect of internal control and risk management systems;d) holds regular meetings with the Company's Administration to consider the significantrisks and control issues and the related plans of the Company in risk management and internalcontrol;e) pre-approves policies and procedures of the Company for internal control and riskmanagement systems;f) analyzes the results and quality of the measures developed by the Company (correctivesteps) to improve the internal control and risk management system.3) Regarding external audit:a) examines the issues on the appointment and replacement of the external auditor of theCompany and makes recommendations on this issue;b) provides receiving from the external auditor a list of all related services which aresupplied by the external auditor (plans to supply) to the Company and discusses it with theexternal auditor. Assesses how related services are compatible with the independence of theauditor. Recommends to the Board of Directors to take steps to ensure the independence of theexternal auditor;c) pre-approves receipt of related services from the external auditor;d) pre-approves the essential terms of the agreement (contract) draft with the externalauditor to audit the annual financial statements of the Company;e) discusses with the external auditor how proposed plan and audit scope meet the needsof shareholders and the Board of Directors;f) reviews together with the external auditor the results of annual and interim audits,including information of the Company's administration on audit results;g) holds, at least once every six months, meetings with the external auditor withoutparticipation of the Company's administration representatives.4) Regarding internal audit:a) supervises the Internal Auditing Service activity;

) makes proposals on the quantitative composition, term of office of internal audit, theappointment of its director and staff, as well as early termination of their powers, the InternalAuditing Service operation procedure;c) makes proposals to the Board of Directors on amounts and terms of the InternalAuditing Service employees remuneration and bonuses, qualification requirements to the InternalAuditing Service employees;d) pre-approves the regulations for the Internal Auditing Service, policies, procedures ofinternal audit and other documents regulating the Internal Auditing Service activity, as well aschanges and additions to them, ensures the Internal Auditing Service independence of theCompany's administration;e) pre-agrees candidates of the Internal Auditing Service chiefs and employees to branchand related organizations of the Company, as well as submits proposals for the early terminationof their powers, in case of absence of the Boards of Directors and Auditing Committees;f) pre-approves policies and procedures for internal audit of subsidiaries and affiliates ofthe Company in the absence of the Boards of Directors and Auditing Committees;g) pre-approves the annual audit plan of the Internal Auditing Service;h) pre-approves the regular reports of the Internal Auditing Service, representinggeneralized format results of work and the most significant audit comments;i) pre-approves the annual budget of the Internal Auditing Service and monitors itsexecution;j) considers the issue of existing restrictions which prevent the Internal Auditing Serviceto carry out tasks effectively, and helps to eliminate such restrictions;k) holds, at least once per quarter, meetings with the Internal Auditing Service chiefwithout participation of the Company's administration representatives;l) preliminary evaluates the Internal Auditing Service activity;m) initiates conducting, where necessary, the independent audits (assessment) ofinterested issues by the Internal Auditing Service;In the event if the Company's executive body needs to conduct independent audit(assessment) of interested issue by the internal auditing service, the head of the Company’sexecutive body applies to the Auditing Committee to obtain prior authorization for theimplementation of this independent audit (assessment).5) Regarding compliance to the legislation:a) evaluates the effectiveness of the internal procedures of the Company, designed toensure compliance with the legislation by the Company;b) receives and studies reports of the competent authorities (including tax), external andinternal auditors, the Company's administration, regarding compliance to the legislation;c) makes proposals on the procedure of "hot line" through which employees of theCompany may on a confidential basis or anonymously seek information on alleged violations ofthe legislation or abuses, including those relating to the completeness and reliability of financialstatements, as well as suggestions on the procedure of consideration and response to such appeal.6) Reporting on the activities:a) regularly, at least once a year, reports to the Board of Directors of its activities;b) prepares information on the outcome of the Auditing Committee activity for inclusionin the report of the Board of Directors and its disclosure in the report before annual generalmeeting.7) Other duties:a) makes, as necessary, recommendations to the Board of Directors for conductingspecial investigations (inspections), including the listing of independent consultants (experts);

) analyzes and summarize the cases of fraud and assesses the adequacy of measurestaken by the Executive Body of the Company to prevent fraud in the future;c) performs, on behalf of the Board of Directors, other duties within the competence ofthe Committee.VIII. Responsibilities of the Auditing Committee Members21. The Auditing Committee member is responsible to the Company and the generalshareholders’ meeting for the harm caused by his/her actions (or omissions) in accordance withthe legislation of the Republic of Kazakhstan, including for any losses incurred as a result ofprovision of misleading or false information.