CORPORATE GOVERNANCE

The Board acknowledges the importance of its continuing obligations and ongoing regulatory considerations for a main market company to include the requirements of the UK Listing Authority (UKLA) and the London Stock Exchange's admission and disclosure standards.

Since the Company is listed on the standard segment of the Official List, it is required to comply with listing rules. The Board of Directors includes two Non-Executive Directors and has established an Audit Committee that meets at least twice a year and a Remuneration Committee that meets at least once a year. In addition, the Company has entered into a relationship agreement with its controlling shareholder.

The Board of Directors of Altyn Plc comprises a Chairman, two Executive Directors and two Non-Executive Directors. The current Directors, together with their biographical details, are set out in the "Board" section. The Directors are responsible for formulating, reviewing and approving the Group's strategy, budgets, major items of capital expenditure and senior personnel appointments.
PROCEDURES
CORPORATE GOVERNANCE
BOARD STRUCTURE
AND ITS COMMITTEES
The Board comprises the Chairman, Chief Executive Officer, an Executive Officer and two other
Non-Executive Directors. The Board meets regularly throughout the year and whenever issues arise that
require the attention of the Board. The Chief Executive Officer conducts Board and shareholder meetings and ensures that all Directors are properly briefed. The Directors are responsible for formulating, reviewing and approving the Company's strategy, budgets (including for major items of capital expenditure) and appointments of senior personnel.

The Directors have access to independent professional advice at the Company's expense and to the Company Secretary. At each Annual General Meeting, one third of the Directors must retire by rotation, whereupon they can offer themselves for re-election if eligible. The Directors have responsibility for the overall corporate governance of the Company and recognise the need for the highest standards of behaviour and accountability.

The Directors are committed to the principles underlying best practice in corporate governance and intend to comply with the principles of the Code to the extent they consider appropriate for a company of a size and nature similar to the Company. The Board has a wide range of experience directly relevant to the Company's business. The structures and procedures of the Company ensure that no individual or group dominates the decision-making. The Company has established an Audit Committee and a Remuneration Committee.
CONTROLING SHAREHOLDERS
INDEPENDENT MANAGEMENT
KANAT ASSAUBAYEV
AIDAR ASSAUBAYEV
SANZHAR ASSAUBAYEV
ASHAR QURESHI
VICTOR SCHOLNIK
Chairman
Chief Executive officer
Executive Director
Non-Executive Director
Non-Executive Director
Directors and their responsibilities
The Company operates within a competitive environment and its performance depends on the individual contributions of the Directors and employees.

Executive remuneration packages are designed to attract, motivate and retain Directors of the calibre necessary to manage the Company's operations and to reward them for enhancing shareholder value. The performance review of the Chief Executive Officer and the determination of his annual remuneration package is undertaken by the Remuneration Committee.
(a) basic annual salary;
(b) health insurance for the Executive Director and his family;
(c) share options; and
(d) bonuses.

The Remuneration Committee establishes the performance levels required for a bonus to be paid or share options to be exercisable. The Remuneration Committee believes that the award of any bonuses should be tied to the interests of the Company's shareholders. The Chief Executive Officer may participate in share incentive schemes recommended by the Remuneration Committee.
The Remuneration Committee currently which meets as required, is responsible for determining the contract terms, remuneration and other benefits of the Executive Directors.

The remuneration of Non-Executive Directors is determined by the Board within the limits set out in the articles of association. None of the Committee members has any personal financial interest in the matters to be decided (other than as shareholders), potential conflicts of interest arising from criss-Directorships, or any day-to-day involvement in running the business. The Committee has access to professional advice from inside and outside the Company at the Company's expense.
POLICY ON EXECUTIVE DIRECTORS
REMUNERATION COMMITTEE
The Audit Committee`s prime tasks are to review the scope of the external audit, to receive regular reports from the Company's auditor and to review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on accounting policies and areas of management judgment and estimation.

The Committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders. The Committee acts as a forum for discussion of internal control issues and contributes to the Board's review of the effectiveness of the Company's internal control and risk management systems and processes.
The Committee also considers annually the need for an internal audit function. It advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the external auditors.

The Committee, which meets formally at least twice a year, provides a forum for reporting by the Company's external auditors. Meetings are also attended, by invitation, by the Company's Chairman, Chief Executive Officer and Chief Financial Officer.
AUDIT COMMITTEE
ANNUALLY FORMAL ASSESSMENT PROCEDURE
— a review of non-audit services provided to the Company and related fees;

— discussion with the auditors of a written report detailing all relationships with the Company and any other parties that could affect independence or the perception of independence;

— a review of the auditors' own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner;

— obtaining written confirmation from the auditors that, in their professional judgement, they are independent.

An analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in note 11 on page 41 of the financial statements.
QUORUM
The quorum necessary for the transaction of business by the Committee is two. In the event that a meeting of the Audit Committee is required but a quorum might not be secured, an existing member of the Audit Committee shall be empowered to appoint an additional Non-Executive Director(s) to attend such meeting.
MEETINGS
Meetings shall be held at least two times a year, and also at such other times as the Chairman of the Committee requires. Only members of the Committee have the right to attend. Other non-members may be invited. Members may participate in a meeting by means of a conference telephone, video conferencing facility or other suitable communicating equipment. The Secretary shall minute the proceedings and resolutions of all meetings as well as keep appropriate records. Minutes of the meetings shall be circulated promptly to all members of the Audit Committee.
TERMS OF REFERENCE
The duties of the audit committee as follows:

To ensure:
  • that due consideration is given to laws and regulations, the provisions of the Code (as amended from time to time) and the requirements of the UK Listing Authority's Listing Rules as appropriate, including the requirement for explanation in the event of any permitted non-compliance with the provisions of the Code;
  • that the external auditors' comply with relevant ethical and professional guidance on the rotation of audit partners, the level of fees paid by the Company compared to the overall fee income of the firm, office and partner and other related requirements;
  • that there are no relationships (such as family, employment, investment, financial or business) between the external auditors and the Company (other than in the ordinary course of business);
  • that a tendering process in respect of the external auditor contract is conducted at least every 5 years;
  • the maintenance of a sound system of internal control and risk management
  • that the Committee reports annually to the Board on how it has discharged its' responsibilities;
  • that the Committee's terms of reference are made publicly available.


To review:

  • and monitor the integrity of the financial statements of the Company, including its annual and interim reports, preliminary results announcements and any other formal announcement relating to its financial performance, and discuss with the auditors as appropriate, including the consideration of representation letters requested by the external auditors prior to signing by management;
  • annually, the external auditors qualifications, expertise and resources, their independence and objectivity and the effectiveness of the audit process; and
  • annually, the Company's internal controls (including financial, operational and compliance controls) and risk management systems as well as the policies and procedures for preventing and detecting fraud.
To approve a statement for inclusion in the annual report on its duties and activities.

To recommend to the Board:

  • the approval of the financial statements of the Company, including its annual and interim reports, and any other formal announcement relating to its financial performance
  • for approval at the AGM, the appointment, re-appointment and removal of the Company's external auditors. The Audit Committee shall oversee the selection process for new auditors, and if auditors resign the Audit Committee shall investigate the issues and circumstances leading to this and decide whether any action is required;
  • the external auditor to this and decide whether any action is required; and the the start of each audit (ensuring that it has been updated to reflect changes in the circumstances arising since the previous year) and the scope of the audit.
      TERMS OF REFERENCE FOR REMUNERATION COMMITTEE
      1. Membership

      1.1 The Committee is appointed by the Board from amongst the independent Non-Executive Directors.. A quorum shall be two members present in person, by telephone, audio or video link or similar real time communication facility, while recognising that wherever possible there should be a minimum of three members attending in line with current best practice. The Board shall appoint any member of the Committee (other than the Chair of the Board), which save in exceptional circumstances shall be a member who has served on the Committee for at least 12 months, to act as Chair.

      1.2 The term of appointment to the Committee shall be three years. Members may be reappointed after their initial term for up to two further periods of three years provided that they continue to be independent. The Chair of the Committee will not normally remain in post beyond nine years from their first appointment to the Board.

      1.3 Membership shall be reviewed annually as part of the annual performance evaluation of the Committee.

      2. Attendance at Meetings

      2.1 Only members of the Committee have the right to attend Committee meetings.

      2.2 The Chair of the Board, if he or she is not a member of the Committee, and the Chief Executive shall have the right to address any meeting of the Committee, and other individuals may attend for all or part of any meeting by invitation of the Chair of the

      Committee.

      2.3 No individual may participate in deliberations in which their remuneration is being directly discussed or in decisions which directly affect their personal remuneration.

      2.4 The Secretary of the Company shall act as Secretary to the Committee.

      3. Frequency of Meetings

      3.1 The Committee shall meet at least twice a year and at such other times as the Chair of the Committee shall require.

      3.2 Meetings of the Committee shall be called by the Secretary to the Committee at the request of the Committee Chair.

      3.3 The Secretary shall be responsible for circulating information and papers in a timely manner to enable the Committee to give proper consideration to issues.

      4. Minutes of Meetings

      4.1 The Secretary shall keep appropriate minutes of the Committee's proceedings, including the names of those present and in attendance.

      2

      4.2 Draft minutes shall be circulated promptly to all members of the Committee and once approved will be circulated to all members of the Board unless it would be inappropriate to do so.

      4.3 A resolution in writing signed by all Committee members will be as effective as a resolution passed at a Committee meeting.

      5. Authority

      5.1 The Committee has delegated authority from the Board in respect of the functions and powers set out in these terms of reference. In performing its duties, the Committee may:-

      5.1.1 take such internal and external advice as it considers appropriate to determine any aspect of remuneration, terms of service and incentives.

      5.2 The Committee may appoint remuneration consultants and/or commission and/or purchase such reports, surveys or information as may be necessary to allow it to perform its duties. In doing so, it shall determine the terms of reference and engagement of external advisers including remuneration consultants, and shall ensure appropriate disclosures relating to such advisers and consultants are included in the Company's annual remuneration report, including whether they have any other connection with the Company or individual directors.

      6. Responsibilities

      6.1 The role of the Committee is to assist the Board to fulfil its responsibility to shareholders to ensure that the remuneration policy and practices of the Company reward fairly and responsibly, with a clear link to corporate and individual performance, having regard to statutory and regulatory requirements.

      6.2 In particular, the Committee shall:-

      6.2.1 determine the Company's remuneration policy for the remuneration of the Chair of the Board, the Executive Directors and senior management;

      6.2.2 in determining the policy, consider and comply with all relevant legal and regulatory requirements from time to time, and with the provisions and

      recommendations of the UK Corporate Governance Code and the FCA's Listing Rules and associated guidance.

      6.2.3 in determining the policy, and when determining annual remuneration, ensure that, without paying more than is necessary, it:-

      (i) is designed to achieve an appropriate balance between fixed and performance-related remuneration, and immediate and deferred remuneration;

      (ii) is designed to incentivise attract, retain and motivate individuals of the quality required to promote the long term success of the Company;

      (iii) rewards individuals in a fair and responsible manner for their contributions to the success of the Company, linking rewards to corporate and individual

      3

      performance and driving behaviour that is consistent with the Company's purpose, values and desired culture;

      (iv) gives the Committee discretion to override formulaic outcomes that might otherwise reward poor performance and recover or withhold sums in circumstances where it has specified it would be appropriate to do so;

      (v) is linked to the business strategy of the Company and its long term strategic goals;

      (vi) takes into account wider workforce remuneration and related policies; and (vii) is aligned with the Company's risk appetite, risk management strategy, risk policies and systems.

      6.3 The Committee shall be responsible for ensuring:-

      6.3.1 that the remuneration policy is submitted to shareholders in general meeting, and for periodically reviewing its ongoing appropriateness and relevance. In doing so, it shall have regard to the views of shareholders and other stakeholders and (through the Chair) maintain contact as required and engage with its principal shareholders and institutional investors about remuneration; and

      6.3.2 that the annual report contains a clear description of its work, how it has addressed the requirement to engage with shareholders and the wider workforce in relation to remuneration matters, and includes relevant pay ratios in accordance with current regulation.

      6. 4 The Committee shall ensure that all payments or proposed payments to directors are consistent with the latest remuneration policy approved by shareholders from time to time;

      6.5 The Committee will be responsible for setting remuneration policy and monitoring the level and structure of remuneration for the Executive and senior management below Board level.

      6.6 The Committee will:

      6.6.1 approve the design of, and determine targets for, any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes, ensuring that such performance-related elements are transparent, stretching and rigorously applied;

      6.6.2 review the design of all long term incentive plans for approval by the Board and shareholders; determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to each Executive Director and participant from senior management, and the performance targets to be used, and monitor the amount of such awards to be made to these participants, and the performance targets to be used;

      6.6.3 design agreed safeguards, for example, clawback, to protect against rewarding failure, and adopt appropriate risk management of incentive arrangements to ensure performance-related payments reflect actual achievement;

      6.6.4 determine the policy for, and scope of, pension arrangements for each Executive Director and senior manager and the level of contributions by the Company, and monitor the pension arrangements for the Executive and senior management. In doing so, it shall have regard to pension contribution rates available to the workforce;

      6.6.5 ensure that contractual terms on termination, and any compensation payments made, are fair to the individual, and the Company, that failure is not rewarded and that the duty to mitigate loss is recognised;

      6.6.6 within the terms of the agreed remuneration policy and in consultation with the Chair and/or Chief Executive as appropriate, determine the total individual remuneration package of each Executive Director including base salary, bonuses, incentive payments and share options or other share or share-based awards;

      6.6.7 review and note annually the remuneration trends across the Group and have regard to these when setting remuneration, especially when determining annual salary increases;

      6.6.8 oversee any major changes in employee benefits structures throughout the Group;

      6.6.9 agree the policy for authorising claims for expenses from directors; and

      6.6.10 ensure proper disclosure of remuneration as set out in the Large and Medium sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and the Companies Act 2006 and any other relevant regulations which may come into force from time to time.

      6.7 in carrying out their responsibilities, each member of the Committee shall act in a way which he or she considers, in good faith, to be most likely to promote the success of the Company for the benefit of its members as a whole.

      6.8 The remuneration of the Non-Executive Directors (other than the Chairman) is a matter for the Board.

      7. Reporting and Evaluation Procedures

      7.1 The Committee Chair shall report formally to the Board on its proceedings after each meeting.

      7.2 The Committee shall review its own performance, constitution and terms of reference, at least once a year, to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

      7.3 The Committee Chair shall liaise with the Chief Executive on Remuneration Committee matters, and may also seek information from the Secretary and other members of senior management. Where it seeks advice and assistance from any such person, the Committee will take steps to address any potential conflict of interest and to ensure that this role is distinct from that person's role within the business.

      7.4 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed, and shall work and liaise with other Board Committees as necessary

      7.5 The Committee shall report annually on the Company's remuneration policy and practices which will form part of the Company's Annual Report for submission as appropriate to shareholders at the Company's AGM

      7.6 The Chair of the Committee shall attend the Company's AGM and shall be available to answer questions from shareholders.

      7.7 The Terms of Reference shall be made available to shareholders by being placed on the Company's website.

      8. Other matters

      8.1 The Committee shall have access to sufficient resources in order to fulfil its duties, including access to the Company Secretariat as required;

      8.2. The Committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an on-going basis for all members.


      DIRECTORS' REMUNERATION POLICY
      The Policy is intended to apply for three years from the approval of the Policy. The Policy described in this document was approved by shareholders at the Company's AGM on 29 June 2018.

      The Committee has established the Policy on the remuneration of the Executive Directors and the Chairman. The Board has established the Policy on the remuneration of the other Non-Executive Directors.

      Executive Director Remuneration Policy

      Remuneration strategy

      The Company's remuneration strategy is to provide a remuneration framework based on the following principles:

      • Attract, motivate and retain Executive and senior management in order to deliver the Company's strategic goals and business plans.

      • Encourage and support a culture that delivers good customer outcomes and which adheres to FCA best practice.

      • Reward delivery of the Company's business plan and key strategic goals.

      • Adhere to the principles of good corporate governance and appropriate risk management.

      • Align employees' interests with the interests of shareholders and other external stakeholders.


      The current remuneration structure will continue to support and motivate our Executive Directors in furthering the Company's long-term strategic objectives including the creation of sustainable shareholder returns.

      Remuneration Policy

      Base salary

      • To provide competitive fixed remuneration that will attract and retain key employees and reflect their experience and position in the Group.

      • Salaries are reviewed annually. When determining the salary of the Executives the Committee takes into consideration: the levels of base salary for similar positions with comparable status, responsibility and skills, in organisations of broadly similar size and complexity; the performance of the individual Executive Director; the individual Executive Director's experience and responsibilities;

      • A broad assessment of individual and business performance is used as part of the salary review. No recovery provisions apply

      Benefits

      • To provide competitive benefits and to attract and retain high calibre employees. Currently given the size and development no material benefits are offered. The policy is reviewed on a regular basis.

      Pension

      • To provide a competitive Company contribution that enables effective retirement planning. Currently given the size and development no material benefits are offered in this regard. The policy is reviewed on a regular basis.

      Annual bonus

      • Incentivises achievement of annual objectives which support the Group's short-term performance goals and protects longer term interests of the Group. Currently given the size and development no material incentives are offered in this regard. The policy is reviewed on a regular basis.

      Long-Term Incentive and performance measures and targets

      • Incentivises achievement of long term objectives which support the Group's longer-term performance goals. Currently given the size and development no material incentives and performance targets are offered in this regard. The policy is reviewed on a regular basis.


      Executive Director service contracts and payment for loss of office

      When setting notice periods, the Committee has regard to market practice and corporate governance best practice. Executive Directors' service agreements can be terminated by not less than 12 months' prior written notice given by the Executive or by the employer.

      Payments for loss of office

      When determining any loss of office payment for a departing Director the Committee will always seek to minimise cost to the Company while complying with the contractual terms and seeking to reflect the circumstances in place at the time. The Committee reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or by way of settlement or compromise of any claim arising in connection with the termination of an Executive Director's office or employment.

      Consideration of shareholder views

      The Remuneration Committee takes the views of shareholders seriously and these views are taken into account in setting remuneration policy and practice. Shareholder views are considered when evaluating and setting remuneration strategy and the Committee commits to consulting with key shareholders prior to any significant changes to its Remuneration Policy

      Non-Executive Director Remuneration Policy and letters of appointment

      The Board as a whole is responsible for setting the remuneration of the Non-Executive Directors

      Fees

      • Core element of remuneration, set at a level sufficient to attract and retain individuals with appropriate knowledge and experience in organisations of broadly similar size and complexity.

      • Fee levels are sufficient to attract individuals with appropriate knowledge and experience. Non-Executive Directors are paid a base fee.. In exceptional circumstances, fees may also be paid for additional time spent on the Company's business outside of the normal duties. Fees are reviewed annually, any increases in fees will be determined based on time commitment and take into consideration level of responsibility and fees paid in other companies of comparable size and complexity. Non-Executive Directors do not receive any variable remuneration element or receive any other benefits


      Expenses

      • To provide Non-Executive Directors with travel and subsistence expenses.

      • Non-Executive Directors are reimbursed for all reasonable travelling and subsistence expenses (including any relevant tax) incurred in carrying out their duties

      Letters of appointment

      The Non-Executive Directors do not have service contracts but are appointed under letters of appointment. Appointments are reviewed every three years and continued on a rolling basis new appointments are made following recommendation by board.


      The Anti-Bribery and Corruption Policy and Procedure ("the Anti-Bribery Policy") forms part of our Ethics Policy and represents a commitment to doing what is right.

      The Group expects its employees to demonstrate honesty, integrity and fairness in all aspects of their business dealings and exercise appropriate standards of professionalism and ethical conduct in all their activities.

      The Group expects the same approach to doing business from its business partners and suppliers. Pursuant to this, the Group will not tolerate bribery or corruption in any form and has a 'zero tolerance' approach to any breach of this policy.

      Application This means that the Group and its employees will never seek, accept or give a bribe, facilitation payment, kickback or other improper payment. It will ensure that it operates with appropriate transparency in our business dealings.
      The Company will take appropriate steps to ensure that:
      • directly or indirectly, offer, promise, give, accept or demand a bribe or other undue advantage (including excessive gifts and hospitality) in order to obtain or retain business, or gain any other improper advantage.

      • not offer, nor give in to demands, to make illicit or illegal payments to agents, public officials (at whatever level), or the employees of business partners or
      anybody else that we do business with.

      • engage and remunerate agents and other third parties only for legitimate services and adopt appropriate transparency in our approach.

      • promote employee awareness of, and compliance with, company policies against bribery and corruption through appropriate dissemination of our own
      procedures (including disciplinary procedures) policies and training programmes on induction and subsequently.

      • adopt management control systems that discourage bribery and corruption, and adopt financial and tax accounting and auditing practices that prevent the
      establishment of "off the books" secret accounts or the creation of documents which do not properly and fairly record the transactions to which they relate.

      • make illegal or inappropriate contributions to candidates for public office or to political parties or to other political organisations.

      • raise awareness of the need to combat bribery and corruption with our business partners by publication of this Policy and (where appropriate) relevant
      contractual provisions and support initiatives designed to reduce the risk of bribery and corruption.
      THE ANTI-BRIBERY AND CORRUPTION POLICY