The Board of Directors operates in accordance with the Law of the Republic of Kazakhstan "On Joint Stock Companies", other regulatory legal acts of the Republic of Kazakhstan, the Charter of the Company, the Corporate Governance Code of the Company, decisions of the Sole Shareholder, the Regulations on the Board of Directors of the Company, other internal documents of the Company.

The activities of the Board of Directors are based on the principles of efficiency and responsibility, maximum observance and realization of the interests of the Sole Shareholder and the Company, as well as protection of the rights of the Sole Shareholder.

In order to facilitate the effective performance of the functions of the Board of Directors, the following Committees operate under it:

• on audit and risks;
• on strategic planning and corporate development;
• on personnel, remuneration and social issues.

The total number of members of the Board of Directors is 6 people, including two independent directors, which ensures a balance in the composition of the Board of Directors to comply with the interests of the Sole Shareholder and allows the composition of the Committees of the Board of Directors to be brought in line with the requirements of best corporate governance practice.

Meetings of the Board of Directors and Committees are held on a regular basis. In 2022, the Board of Directors of the Company held 15 meetings.

For the effective organization of work under the Board of Directors of the Company, 3 Committees have been created, whose competence includes consideration of issues on audit, risks, strategic planning, corporate development, personnel, remuneration and social issues, etc. The committees are permanent consultative and advisory bodies that assist the Board directors of the Company through preliminary consideration, analysis, succession planning and development of recommendations on issues within its competence.

The activities of all committees are regulated by internal documents approved by the Board of Directors, containing provisions on the composition, competence, procedure for electing committee members, the procedure for the work of committees, as well as on the rights, duties and responsibilities of their members.

Audit and Risk Committee of the Board of Directors of KazAgroFinance JSC

The Committee was established to improve the efficiency and quality of the work of the Board of Directors of the Company by preparing recommendations for the Board of Directors of the Company to establish an effective system of control over the financial and economic activities of the Company (including the completeness and reliability of financial statements), to monitor the reliability and effectiveness of the internal control and risk management system, to control the independence of external and internal audit and the Compliance Service, compliance legislation of the Republic of Kazakhstan, internal documents, as well as for preparing recommendations for the Board of Directors of the Company on the development of priority areas of activity (development), and the functioning of an adequate risk management system in the Company, improving and strengthening the risk management system.

Members of the Committee:

1. Alimukhambetov Nurzhan Erzhanovich - independent director - Chairman of the Committee
   
2. Orazbaev Ruslan Sagadatovich, independent director - member of the committee.

Committee for Strategic Planning and Corporate Development of the Board of Directors of KazAgroFinance JSC

The Committee was established to improve the preparation of recommendations for the Board of Directors of the Company on the development of priority areas of activity (development), strategic goals (development strategy), corporate development issues, including issues on the development of measures that contribute to improving the efficiency of the Company's activities in the medium and long term, its profitability activities and sustainable development.

Members of the Committee:

1. Orazbaev Ruslan Sagadatovich, independent director - Chairman of the Committee;
2. Alimukhambetov Nurzhan Erzhanovich, independent director - member of the committee
   

Committee for Human Resources, Remuneration and Social Issues of the Board of Directors of KazAgroFinance JSC

The Committee was created to improve the efficiency and quality of the work of the Board of Directors of the Company, through in-depth study and monitoring of issues related to the competence of the Board of Directors of the Company in the field of personnel policy, the system of appointments and remuneration, as well as assessing the performance in general and individually of members of the Board of Directors of the Company, members of the Management Board of the Company, planning the succession of the Chairman and members of the Management Board and evaluating the performance of the Corporate Secretary.

Members of the Committee:

1. Orazbaev Ruslan Sagadatovich, independent director - Chairman of the Committee;
2. Alimukhambetov Nurzhan Erzhanovich, independent director - member of the committee
   

Ermasheva Bakhyt Nurdinovna

Corporate Secretary of KazAgroFinance JSC

Born on February 6, 1976

Citizenship - Republic of Kazakhstan

Ownership of shares of KazAgroFinance JSC - does not own

Part-time work in other organizations at the present time - no

Ownership of shares of suppliers and competitors of the company - no

Education:

1997 - University "Kainar", faculty of "international economic relations", specialty: specialist in international economic relations with knowledge of English (diploma with honors).

Experience:

from July 1997 to January 2008 - Senior Economist / Lead Analyst / Chief Economist of the Department monetary operations of the National Bank of the Republic of Kazakhstan;

from January 2008 to June 2009 - Head of Division / Deputy Director of Operations Department at financial markets of DBK-Leasing JSC;

from June 2013 to May 2017 - Secretary of the Board of Directors / Acting corporate secretary of JSC "Narodny bank of Kazakhstan";

from May 2017 to January 2020 - corporate secretary of Kazyna Capital Management JSC, subsidiary NMH JSC "Baiterek";

from February 2020 to March 2021 - corporate secretary of JSC National Management Holding "KazAgro";

from March 2021 to the present - corporate secretary of KazAgroFinance JSC.

Functions performed:

• ensuring compliance by the bodies and officials of the Company with the legislation of the Republic of Kazakhstan in the field of corporate governance, the Charter, the Corporate Governance Code and the IRR of the Company, as well as improving corporate governance policies and practices;
• ensuring the efficient operation of the Board of Directors and its committees;
• ensuring the adoption of decisions by the Sole Shareholder in accordance with the requirements of the legislation RK, Charter and other GNI of the Company;
• ensuring storage, disclosure and provision of material information about the Company, as well as maintaining a high level of information transparency, within the competence;
• ensuring clear and effective interaction between the bodies of the Company.