The system of corporate governance at Halyk Bank is based on the principles of the Corporate Governance Code which was approved at the extraordinary general meeting of shareholders held on 20 December 2006 (the “Code”). The Code was developed on the basis of Kazakhstan law and the Kazakhstan Corporate Governance Code, and implements certain provisions of the UK Corporate Governance Code such as those related to remuneration, performance evaluation, information and professional development of the directors, dialogue with shareholders, establishment of audit, nomination and remuneration committees of the Board of Directors.

Board of Directors

The Board of Directors is responsible for setting strategic policy for the Bank, nominating members of the Management Board, determining and overseeing the remuneration of the Management Board members and convening annual and extraordinary general meetings of shareholders. Subject to special arrangements, the directors are elected at the general shareholders’ meeting and the powers of the directors are terminated by the resolution of the general shareholder’s meeting.

In accordance with the Charter, the members of the Bank’s Board of Directors are elected at the annual general meeting of shareholders and must be approved by the agency of the republic of Kazakhstan on regulation and supervision of financial market and financial organizations. Members of the Board of Directors may not be members of the Management Board, except for the Chairman of the Management Board.

The Board of Directors of Halyk Bank appointed two committees: Audit Committee and Nomination and Remuneration Committee.

Audit Committee

The Audit Committee regulates the Bank’s and its subsidiaries’ internal control systems and risk management. The Audit Committee considers and implements projects relating to internal regulatory acts, which in turn, define the Bank’s and its subsidiaries’ policy relating to internal control and risk management. The Audit Committee defines and minimises the risks in Bank activity; it reports to the Board of Directors.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is an advisory body of the Board of Directors which makes recommendations on appointment of the members of the Board of Directors (except for the Chairman of the Board of Directors and the Chairman of the Management Board), the maintenance of a transparent and effective remuneration system for the members of the Board of Directors and the Management Board based on their performance results, as well as the determination of the range of remuneration to the members of the Board of Directors and the Management Board.

Management Board

The Management Board, which meets weekly, is responsible for the day-to-day management of the Bank and implements the decisions of the General Meetings of Shareholders and the Board of Directors. Members of the Management Board are elected and their powers are terminated by the resolution of the Board of Directors.

Corporate Governance Code as amended on 19 December 2008

Charter as amended on 23 April 2010

Terms of the Board of Directors as amended on 19 December 2008