Code Of Conduct

KAZAKHSTAN POTASH CORPORATION LIMITED ACN 143 441 285
(“Company”)

The Company is committed to the highest standards of honesty and ethical practices in all aspects of the Company’s operations.

Minimum Standards

This Code of Conduct may be amended from time to time but will always comply with the following minimum standards

  1. The Company will regularly review its practices and procedures to ensure that its legal obligations are being met.
  2. The Company must publish this Code as amended on the Company’s web page.
  3. All employees of the Company and particularly Senior Management and Directors must act honestly at all times in the exercise of their duties as an employee.
  4. All employees of the Company and particularly Senior Management and Directors will act to the best of their ability given their skills and experience.

The Board and Senior Management endorse this Code and commend it to the Company

1. PURPOSE

1.1 This document sets out:

1.1.1 The standards of ethical behaviour and good corporate governance that are required to
be achieved by the Board, Senior Management and employees; and

1.1.2  How the Company will engender good corporate governance practices and
encourage observance of the standards of behaviour and good
corporate governance set out herein.

2. DEFINITIONS

2.1. In this Charter:

Board means the Board of the Company;

Code means this Code of Conduct as amended from time to time;

Related Entity has the same meaning as provided under section
9 of the Corporations Act 2001 (Cth).

Senior Management means employees of the Company who manage
the Company pursuant to the directions and delegations of the Board.

3. STANDARDS

Integrity, Honesty and Fairness

3.1 . The Directors, Senior Management and every employee of the
Company is expected to:

3.1.1 . Deal fairly with customers, suppliers and the community;

3.1.2 . Understand and comply with legal requirements and the policies of the
Company in particular the requirements placed on the Directors under
Chapter 2D, Part 2D.1 of the Corporations Act 2001 (Cth);

3.1.3.  Avoid actual or potential conflicts of interest and declare any
actual or potential conflicts that arise.
Those conflicts include but are not limited to financial conflicts of interes

3.1.4   Take reasonable steps to avoid or manage any actual
conflict or potential conflict that does arise;

3.1.5  Report any complaint or instance of dissatisfaction with the
Company, its Senior Management or employees to the Board;

3.1.6. Never accept or offer any bribes or rebates or any other form
of inducement or enticement ;

3.1.7  Decline to accept any gift which may affect their motivation
to act in the best interest of the Company;

3.1.8 Trade only in shares of the Company in strict accordance with
the Company’s share trading policy;

3.1.9. Maintain confidentiality with respect to all dealings of the
Company and maintain the confidences of all persons the
Company has dealings with; and

3.1.10.   Maintain individual’s privacy and not use any personal information
provided to the Company for any purpose other than for that which it
was provided to the Company.