International Auditing Company

«Russell Bedford BC Partners» International Consulting Firm LLC

Commercial offer for audit,

evaluation and consulting

service

Performed by:IAC & ICF

«Russell Bedford BC Partners» LLC

«Money should be controlled,not served!»

Dear ladies and gentlemen!

International Auditing Company

«Russell Bedford BC Partners» and

International Consulting Firm

(Limited Liability Company )

are pleased to offer you our services in the field of auditing, evaluation and consulting.

Information about company

Name of groupInternational Auditing Company «Russell Bedford BC Partners»International Consulting Firm LLC

The motto of the company«Money should be controlled, not served!» (рус. «Деньгами надо управлять, а не служить им»)

General Director Kudaibergenova Sholpanay Ergaliyevna

Services Audit, tax audit, consulting and evaluation

Turn over260 mln. (2013)

Number of persons employed

82 persons (2013)

One of the largest companies of the Republic of Kazakhstan, providing professional services.

Industry experience

USA•Winccom

Technologies LLP•Winccom

Central Asia LLP•Freedom House

•Galans botlers JSC

USA•Winccom

Technologies LLP•Winccom

Central Asia LLP•Freedom House

•Galans botlers JSC

Great Britain •DJ Global Inspection Services LTL

•Reemtsma LLP •RPU Red Crescent Society of the Republic of Kazakhstan

Great Britain •DJ Global Inspection Services LTL

•Reemtsma LLP •RPU Red Crescent Society of the Republic of Kazakhstan

Italy•Caspain Oсean LLP

Italy•Caspain Oсean LLP

Ukraine •Interpipe Kazakhstan LLP

Ukraine •Interpipe Kazakhstan LLP

Malaysia •Applied Technologies Inc LLP

Malaysia •Applied Technologies Inc LLP

Korea•Sungwon Ind. Dev.co. Ltd

Korea•Sungwon Ind. Dev.co. Ltd

Turkey• Turkuaz Group of companies

Turkey• Turkuaz Group of companies

China •CNPC Kazakhstan LLP•China Petroleum Engineering & Construction (Group) Corporation LLP•GPP Kazakhstan LLP•Kazakhstan-China Pipeline LLP

China •CNPC Kazakhstan LLP•China Petroleum Engineering & Construction (Group) Corporation LLP•GPP Kazakhstan LLP•Kazakhstan-China Pipeline LLP

Kazakhstan•NC Kazakhstan Engineering JSC

•JSC AirAstana•JSC NC SEC Caspyi•JSC «KazTrasOil»

•JSC «KazTransGas»•International airport Astana •JSC «Kamkor - Locomotive»

Kazakhstan•NC Kazakhstan Engineering JSC

•JSC AirAstana•JSC NC SEC Caspyi•JSC «KazTrasOil»

•JSC «KazTransGas»•International airport Astana •JSC «Kamkor - Locomotive»

Kazakhstan•JSC Kazakh Gas Plant•JSC Araltuz•N-Operating Company LLP •JSC «Кazakhstan Petrochemical Industries» •JSC Caspiy Neft•Zhambay LLP •Kurmangazy Petroleum LLP

Kazakhstan•JSC Kazakh Gas Plant•JSC Araltuz•N-Operating Company LLP •JSC «Кazakhstan Petrochemical Industries» •JSC Caspiy Neft•Zhambay LLP •Kurmangazy Petroleum LLP

Our privileges

Our companies IAC and ICF "Russell

Bedford BC Partners” LLC are full members

of the International network of RUSSELL

BEDFORD INTERNATIONAL, which was created in 1983. Today it unites

many companies working in the area of

audit and consulting

IAC «Russell Bedford BC Partners» LLC

comply with the IAS and is guided by the

Code of Ethics. That is confirmed by the

results of the external quality control, which

was carried out by accredited professional audit organization of PAO «Collegium of

Auditors»

Our company is a corporate member of

the Association of taxpayers of

Kazakhstan with the «Expert» status

IAC and ICF «Russell Bedford BC Partners» LLC –has

international certificate ISO 9001 of quality control system

ICF «Russell Bedford BC Partners» LLC is the member of

«Chamber of professional appraisers»

Based on the operating result

for 2012, we are on the list of the largest

RK audit and consulting, evaluation

companies

Our partners

DEKA Controlling – is the official partner of the company

IAC & ICF

"Russell Bedford BC Partners“ LLC in the territory of the Republic of

KazakhstanThe DEKA Controlling company dynamically developing training

and consulting Kazakhstan company

in the field of introduction of a wide range

of modern high-quality administrative and information technologies

in the state and private enterprises, public organizations.

IT Products

• ARC Logics Sword ORM – GRS a control system of operational risks of the Wolters Kluwer company;

• WizSentri – system of counteraction to Wolters Kluwer company fraud;

• RiskPro – a control system of assets and liabilities, managements of financial risks of the Wolters Kluwer company;

• PROCOS – professional controlled system

on increase of efficiency of activity of the enterprise (class EPM) of the PROCOS AG company (Liechtenstein);

• PRO-CR – an analytical product on a rating

and scoring, and also on development of the system of indicators of efficiency of activity of the Prospero AG company, etc. .

Qualification requirements

Your requirements Our response

Existence of license to perform audit

IAC “Russell Bedford BC Partners” LLC has a license for audit, series МФЮ No.0000097 issued on March 11, 2013 issued by the Ministry of Finance of the RK.

Existence of Contract for compulsory insurance of civil liability of the audit company

Civil liability of IAC "Russell Bedford BC Partners" LLC is insured by JSC “BTA Insurance” for the amount of twenty million tenge (KZT 20,000,000). Documents are attached (annually the sum is increased).

Existence of at least five (5) experts certified in the International Financial Reporting Standards

The following specialists of IAC and ICF "Russell Bedford BC Partners" LLC are certified in compliance with the international standards of audit:

• E.A Kudabayev (Auditor, АССА) • M.T. Bassabikova (Auditor, PhD, DipIA,

IFA)• I.V. Stavitskaya (Auditor, CPA, ACCA)• G.O. Tuimebay (Auditor, CIPA)• B.T. Zhumadylov (Auditor, АССА, CISA)• E. Avdeyev (CISA, CIA)

• M.A. Madiyarov (Auditor, CIPA)• T.T. Kuzbakov (CIA)• O.V. Yun (Auditor, АССА)• Sh.A. Zhakayeva (DipIA , IFA)• G.S. Rysmendiyeva (CFA)• R.N. Khvan (Auditor)

Qualification requirements

Your requirements Our response

Existence of license to perform evaluation

ICF «Russell Bedford BC Partners» LLС has the license for carrying out activity on assessment of personal and real estate value No. 13003455 of 06.03.2013;

The license for evaluation of intellectual property objects, and intangible assets No. 13003441 of 06.03.2013,granted by the KRS MJ of the RK.

Existence of Contract for compulsory insurance of civil liability of organization

The civil liability of ICF «Russell Bedford BC Partners» LLС is insured by JSC “Ala Tau Insurance” company for the sum 200,000,000 (two hundred million) tenge.

Existence of at least five (5) experts of evaluation

The following specialists of ICF "Russell Bedford BC Partners" LLC are certified in compliance with the international standards of an assessment:

• M.A. Tkachenko (Appraiser, license ФЛ-01314)

• Ye.B. Manabayev (Appraiser, license ФЛ- 01061)

• T.A. Sim (Appraiser, license ФЛ-01031)• N.K. Yermakova (Appraiser, license ФЛ-

00944)• A.V. Li (Appraiser, license ФЛ-01123)• B.K. Nazarbekov (Appraiser, license ФЛ-

01123)• M.A. Tcybin (Appraiser, license ФЛ -

00206)

• A.Z. Miyabayev (Appraiser, RICS)• D.V. Pashenko (Specialist, CISA)• S.V. Prishep (Specialist,

CISA,CISSP)• A.A. Terekhov (Specialist, CISSP)

Honesty and Integrity - we act honestly and in

good faith.Professional approach - we work in accordance

with the spirit and letter of the law.

Competence –for every project we engage

professionals who have necessary qualifications

and experience.

Objectivity - our professional opinions and conclusions are objective.

Confidentiality - we respect the principle of

confidentiality of information.

Honest business practices - we strictly follow the

principles of fair business practices.

Social responsibility - we understand and are

responsible for the impact we have on the world

around us

Respect and fair treatment - the staff

treats each other with respect, courtesy and

fairness.

Responsibility and decision-making - based on common values , we serve as an example for

many others.

Correct Approach:Touch points

Our audit service:

Audit of financial and tax statements;

Related services within the profile of its activity: review, agreed upon procedures, compilation, special purpose audit, verification of perspective financial information;

Internal audit;

Restoration and maintenance of accounting, preparation of financial statements;

Advisory services in maintenance of accounting and preparation of financial statements and tax issues;

Analysis of financial and economic activity and financial planning, offering of advisory services in economic and financial issues;

Legal services not related to advocacy.

The correct approach to carrying out audit

Our evaluation services

• Valuation of any movable property and real estate, including enterprises, intellectual property

objects, marketable securities;

• Legal expertise and support in preparation of civil and commercial agreements;

• Development of schemes, conclusions and projects on reorganization of enterprises: merger,

acquisition, division, allocation and transformation;

• Consultations on application of some regulations of the compliance with exiting legislation;

• Preparation of by-law documents for legal entities, placement’s projects of new marketable

securities and results of underwriters’ work;

• Legal support of clients on other legal issues regarding their business operations.

Our consulting services

• Strategic management, include MTSP;• Corporate management;• Compliance to the international standards; • Internal controls; • Risk management; • Finance; • Assets management;

• Controlling; • Budgeting; • Internal accounting; • Human recourses; • Reengineering and optimization of processes; • Management of change; • Security of going concern ;• Fraud management;• Business – modernization, training, coaching.

Correct approach: Main aspects

System of internal control

Our company has the

following procedures to ensure quality

of rendered services.

Correct approach: Main aspects

Our audit reports will be based on results of audit and express auditor’s opinion, whether the customer’s financial statements fairly reflect information in all essential aspects of a financial position at the end of fiscal year.

If during the audit performance we find out some significant shortcomings of the internal control system in accounting, we will prepare the information letter with the description of found disadvantages.

During audit we will carry out oral discussions of issues interesting for the company’s management and Audit Committee, and prepare the letter for the management team based on results of performed works as well.

Audit report

Notice onsignificant pitfalls

Discussion of auditor reports and letters

Results of audit work

Correct approach: Considerable risks and special attention areas

Check of incoming balance for the previous period on compliance with the IFRS;

Closing of the reporting period (subsequent adjustments);

Consolidation;

Risk of essential distortion in the financial statements as a result of willful actions;

Risk of essential distortion while calculating revenue (IFRS 11);

Evaluation of interest-free loans;

Accounting of the State subsidies;

Evaluation of actuarial obligations;

Fair value of financial assets and obligations.

Correct approach: Considerable risks in special attention areas

In the course of carrying out of

reliable and high-quality audit we are guided by a high value-

added principle

Assets evaluation Accounting policy

Judgment of the management

Disclosure in explanations

Our experience of providing service to large companies

National Company «Kazakhstan Engineering» JSC

National Holding Company «Almatykurylys» JSC

«Air Astana» JSC«Regional Financial Center Academy for Almaty» JSC

Municipal Utility Service «Kaspiy zhylusu arnasy»

«Kazteleradio» JSC

RSE «Aktau International Sea Trade Port»

«Kazakh gas processing plant» JSC

«Samruk-EnergoSrtoyServis» JSC

«Araltuz» JSC

«KazTransOil» JSC«Almatyenergosbyt» JSC

«Syrymbet» JSC«Turkuaz Group of companies» JSC

«Kazstroysteklo» LLP «Winccom Technologies» LLP

«Temirbeton-1» LLP «Kazakh Vodokanalproekt» JSC

«Agromashholding» JSC «Kazspetspredpiyatie» JSC

«Subsidiary of JSC Nurbank «Money Experts» JSC

«Lancaster Group Kazakhstan» JSC

«Financial Center» JSC «Kazakhstan Petrochemical Industries» JSC

and other large companies (See List of companies-clients)

Our experience of providing service to large companies

Our team on audit

Sh. E. Kudaibergenova General director,

Auditor

Dr. M.T. Bassabikova Partner in the International Affairs,

Auditor

G.O. Tuimebay IFRS Partner,

Auditor

A.R. Khisamutdinova Auditor

S. Sh. Trimova Partner for corporate clients,

Auditor

M.A. Madiyarov Auditor

Sh. A. Zhakayeva Partner for taxes

K.K. Smagulova Partner for taxes

B.T. Zhumadylov IFRS Partner,

Auditor

Partner for corporate clients, Auditor

Partner for corporate clients, Auditor

IFRS Partner, Auditor

G.Zh. Nazarymbetova Responsible for control and

quality of audit

G.S. Seifulina Senior Auditor assistant

A.B. Bildebayeva Senior Auditor assistant,

Analyst

For the implementation of this project IAC «Russell Bedford BC Partners» LLC guarantees high quality audit. We will assign highly qualified managers, competent in many aspects of the IFRS and ISA, citizens of the Republic of Kazakhstan. They are high-level professionals and have all powers to carry out this project.

Our team on audit

S.K. Antonova Senior Auditor Assistant

R.K. Tokay Senior Auditor Assistant

B.Zh. Akpanbetova Tax Specialist

Sh. M. DossovaRegional Representative, Senior

Auditor Assistant

A.K. NesipbayevaRegional Representative, Senior

Auditor Assistant

Regional Director for external relations

E.A. Duisebayev Senior Auditor Assistant

I.G. Tsoy Junior Auditor

Assistant

Our professional reputation can be

acknowledged by our clients. A high level of professionalism and

integrity of our employees, as well as high quality services - are at the heart of all

activities of IAC «Russell Bedford

BC Partners» LLC

T.T. KuzbakovFinancial Analyst

Our evaluation team

Deputy General Director, Appraiser

General manager on appraisal Evaluation officer

Specialist on property registration(10- person)

The team of high-grade regional representatives in following cities:

Appraisers (20- person)

Moscow regional representative Experts (10-person)

IT specialist (5-person)

• Shymkent• Semipalatinsk• Ust-Kamenogorsk

• Aktobe• Karagandy• Uralsk

• Astana• Aktau• Atyrau

High level of quality : independence and no conflict

Quality has a great importance for our

company. We are very proud of an impressive

track record of successfully performed

assignments. I am sure that we will continue to be

distinguished from other companies due to our high quality of

service and professionalism.

Sholpanay Kudaibergenova General director, (auditor) IAC and ICF«Russell Bedford BC partners» LLC

Quality is a basis of our approach in carrying out of audit, we are proud of our unique monitoring system of audit quality.

Independence: We confirm that we have never had any conflicts of interests with customers and we will continue to observe this criterion during the whole period of our cooperation. Besides, we will ensure independence of auditors and compliance with of all required auditing procedures.

Change of auditors: We understand and share

the principle that team constancy is a very important and favorable aspect of auditors’ successful work. Change of auditors will be accurately planned and submitted for discussion with the management team team beforehand in an advisory manner.

High level of quality: confirmation of the auditor’s independence

In order to guarantee our independence we carry out quality control procedures in compliance with the international audit standards, and we confirm compliance of auditors team members with ethical requirements on independence.

Our independence in relation with the customer is defined according to requirements on independence established by the IAS. We monitor compliance with these rules in order to ensure objectivity and avoid any potential conflict of interests during performance of our professional duties.

With regards to audit service, we will take all possible measures for preservation of independence and ensuring compliance with applicable rules and provisions.

Auditor procedures carried out by us are regulated by precise rules and policy of the IAS and the IFRS.

High level of quality: settlement of non-standard and critical issues

Our company assists in settlement of non-standard and critical issues through: coordination of work with company internal audit service, including

exchange of information; provision of methodological recommendations of possible variants of

non-standard and critical issues settlement, oral and written consultations under the civil, tax, labor and land laws of the Republic of Kazakhstan and in compliance with the IFRS;

assistance to the internal auditor of the customer in other areas;

Briefs of an audit inspection can be provided to employees of the subsequent auditor firm only if carrying out of the subsequent audit inspection is necessary or for adjustment of individual issues of the previous inspection, and only with the permission of the manager or supervisor of this project.

Other services

IAC «Russell Bedford BC Partners» LLC:

• provides consulting services during audit period, payment of which is included in the amount of audit contract;

•checks information of the company on significant events after the reporting date;

•may make additional requests and carry out additional audit procedures that may be required for disclosure of matters arising in connection with further procedures and requests;

•estimates the process of internal controls of audited company, contributes to the improvement of risk management, conducts training for internal auditors on methodology for conducting of audits in compliance with requirements of the IFRS and ISA

Other services

ICF «Russell Bedford BC Partners» LLC renders consulting and evaluation services including:

valuation of any movable and real estate property, such as enterprises, intellectual property objects, securities etc.;

legal examination and preparation of various civil contracts;

development of schemes, conclusions and projects on reorganization of enterprises: merge, acquisitions, division, allocation and transformation;

consultations on application of relevant legislation;

preparation of by-law documents for legal entities, placement’s projects of new marketable securities and results of underwriters’ work;

Sincerely yours,

General Director

IAC and ICF «Russell Bedford BС Partners» LLC Sholpanay Kudaibergenova

Office 2, 44 a, Luganskogo str.,

Almaty city, 050051, Republic of Kazakhstan

www.rbpartners.kz

sholpan@rbpartners.kz

zakupki@rbpartners.kz

8-701-5567888

8-727-3998000

8-727-3998001

8-727 3998006

CONTACTS ________________________________