Remuneration Policy

KAZAKHSTAN POTASH CORPORATION LIMITED ACN 143 441 285

(“Company”)

1. PURPOSE

This Remuneration Policy (“the Policy”) regulates the manner in which the Directors are remunerated for the provision of their services.

2. POLICY

2.1 The Company is committed to a responsible remuneration policy for its Directors and Senior Management.

2.2 The Policy must balance the objectives of the Company and its interest in attracting suitably qualified and experienced Directors and Senior Managers, and incentivising those individuals, whilst also continuing to deliver shareholder value and ensuring strong principles of management are met.

2.3 To achieve these policy objectives the Board will, on behalf of the Company:

2.3.1 Assess the market to ensure that senior executives are being rewarded commensurate with their responsibilities;

2.3.2 Obtain the best possible advice in establishing salary levels;

2.3.3 Set policies for senior executives’ remuneration;

2.3.4 Review the salary levels of senior executives and review any proposed remuneration increases;

2.3.5 Approve the terms and conditions of employment for the CEO;

2.3.6 Regularly review the Company’s recruitment, retention and termination policies and procedures for senior management;

2.3.7 Regularly review the Company’s incentive schemes;

2.3.8 Regularly review the Company’s superannuation arrangements;

2.3.9 Develop and regularly review a policy on Board structure;

2.3.10 Develop criteria for Board membership;

2.3.11 Identify and screen specific candidates for nomination;

2.3.12 Ensure there is an appropriate induction and orientation program in place;

2.3.13 Review recommendations made by any of the Company’s directors or senior management as to committee membership;

2.3.14 Ensure there is an appropriate Board succession plan in place;

2.3.15 Ensure the performance of the Board and its members is regularly reviewed;

2.3.16 Develop an appropriate training and development program;

2.3.17 Oversee management’s succession planning including the Managing Director and his/her direct reports;

2.3.18 Assist the Chairman in advising Company officers and senior management about their performance and possible retirement; and

2.3.19 Review the policy in respect of tenure, remuneration and retirement of Directors.