Declaration on the Independence of the Board of Directors

Balance of Skills, Experience, and Knowledge:

The Board of Directors and its committees must maintain a balance of skills, experience, and knowledge to ensure independent, objective, and effective decision-making in the interests of the organization, while upholding fair treatment of all shareholders and the principles of sustainable development.

Diversity of the Board of Directors:

The composition of the Board of Directors must reflect diversity in the following areas:

• Experience;
• Personal characteristics;
• National, ethnic, and cultural background;
• Gender composition.

Independent Directors:

The Board of Directors must include a sufficient number of independent directors to ensure the independence of decisions and fair treatment of all shareholders. The recommended proportion of independent directors is up to fifty percent of the total number of members of the Board of Directors.

Requirements for Independent Directors:

The requirements for independent directors are defined in accordance with the legislation of the Republic of Kazakhstan and the Charter of Kazakhtelecom JSC (hereinafter — the Company).

Circumstances Affecting Director Independence:

A director cannot have been an employee of the Company or its subsidiaries/affiliates within the last three years. A director or a member of their immediate family must not have received any compensation from the Company or its subsidiaries/affiliates during the current fiscal year, except for remuneration for serving on the Board of Directors. Immediate family members of a director must not hold executive positions in the Company or its subsidiaries/affiliates. A director must not act as a consultant to, or representative of, any entity providing consulting services to the Company and/or its management. A director must not be affiliated with major customers or suppliers of the Company. A director must not be affiliated with non-profit organizations receiving significant donations from the Company. A director must not have served as the Company’s auditor during the three years preceding their appointment to the Board of Directors.

Duties of an Independent Director:

An independent director must monitor any potential loss of independent status and provide early written notice to the Chair of the Board of Directors in the event of such situations. If circumstances arise that affect the independence of a member of the Board of Directors, the Chair of the Board must promptly notify the shareholders to allow for an appropriate decision to be made.