DIRECTORS AND MANAGEMENT General The Board consists of eleven Directors, comprising two executive Directors, six non-executive Directors and three independent non-executive Directors. The principal functions and duties conferred on our Board include: • convening Shareholders’ general meetings and reporting our Board’s work at Shareholders’ general meetings; • implementing the resolutions passed by our Shareholders in general meetings; • deciding our business plans and investment plans; • preparing our annual financial budgets and final reports; • formulating the proposals for profit distributions, recovery of losses and for the increase or reduction of our authorized share capital; and • exercising other powers, functions and duties conferred by our Shareholders in general meetings. The following table provides information about our Directors and other senior managers of our Company. Name Age Position Board of Directors Odjargal Jambaljamts ........... 46 Executive Director and Chairman of the Board BattsengelGotov .............. 39 ExecutiveDirectorand Chief Executive Officer Oyungerel Janchiv ............. 57 Non-executive Director Philip Hubert ter Woort.......... 50 Non-executive Director Batsaikhan Purev .............. 45 Non-executive Director Enkh-Amgalan Luvsantseren. 42 Non-executive Director Gantumur Lingov.............. 41 Non-executive Director Enkhtuvshin Gombo............ 40 Non-executive Director Ochirbat Punsalmaa ............ 70 Independent non-executive Director UnenbatJigjid ................ 49 Independentnon-executive Director Chan Tze Ching, Ignatius ........ 55 Independent non-executive Director Senior Management Enkhzaya Nyamdorj ............ 37 Vice President and Chief Financial Officer UlemjBaskhuu................ 33 VicePresidentandChief Investment Officer Enkhtuvshin Dashtseren ......... 36 Vice President and Chief Marketing Officer Oyunbat Lkhagvatsend .......... 35 Vice President and Chief Logistics Officer Uurtsaikh Dorjgotov............ 47 Vice President and Chief Legal Counsel Davaakhuu Chultem ............ 39 Vice President, Operations and Project Management Ariunaa Baldandorj ............ 46 Vice President, Corporate Communications and Public Relations AndrewLittle................. 59 ExecutiveGeneralManager, Technical Services GaryBallantine ............... 43 ExecutiveGeneralManager, Exploration and Geology Bayarbayasgalan Dorjderem . 38 General Manager, Mining Baigalmaa Shurka.............. 49 Executive General Manager, UHG Site BatboldKhorloo............... 46 ExecutiveGeneralManager, BN Site – 197 – Executive Directors Odjargal Jambaljamts is an executive Director and Chairman of the Board of the Company. Mr. Jambaljamts was appointed as an executive Director of the Company in May 2010. Mr. Jambaljamts is also the Chairman of the Nomination Committee and member of the Remuneration Committee. He ceased to be Chairman of the Remuneration Committee in January 2012. From 1993 to the present, Mr. Jambaljamts has been the Chairman of MCS Holding, the controlling shareholder of the Company. From 1989 to 1991, Mr. Jambaljamts was an automation engineer at the Energy Authority of Ulaanbaatar, Mongolia. From 1992 to 1993, he was an economist at the Hydropower LLC for the Project of Egiin River. Mr. Jambaljamts was awarded a bachelor’s degree in cybernetics of electrical system by the Kiev Polytechnic Institute, Ukraine, and holds his master’s degree in business administration from the Maastricht School of Management, Ulaanbaatar, Mongolia. Battsengel Gotov is an executive Director and Chief Executive Officer of the Company. Dr. Gotov was appointed as an executive Director of the Company in May 2010. Dr. Gotov joined the Group in June 2008 as the Chief Executive Officer of ER LLC. Since 2004, Dr. Gotov has served at various managerial positions in the MCS Group. From 1996 to 2000, Dr. Gotov was an assistant professor at Comenius University in Bratislava. He moved to the University of Cologne, Germany in September 2000 as a research fellow sponsored by the Alexander von Humboldt Foundation. He stayed at the University of Cologne, Germany from September 2000 until October 2003 as a postdoctoral fellow. Dr. Gotov is a board member of the Mongolian National Mining Association, the Mineral Industry Safety Association and the South Gobi Business Council. Dr. Gotov was awarded a master’s degree in science and a PhD in organic chemistry by the Comenius University, Slovakia. Non-executive Directors Oyungerel Janchiv is a non-executive Director of the Company. She was appointed as a non- executive Director of the Company in September 2010. She is a representative of Petrovis Resources Inc., a substantial shareholder of the Company. Between 1979 and 1982, Dr. Janchiv served as a petroleum economist at the Oil Supply Management Authority. From 1988-1990, she served as a chief economist at the Oil Supply Management Authority. From 1990 to 1996, she was the general director of the board of directors of the Neft Import Concern and was responsible for managing the importation and distribution of petroleum products. Since 1996, Dr. Janchiv has been the Chairperson and general director of Petrovis LLC, the largest petroleum import and distribution company in Mongolia. Dr. Janchiv is also a non-executive director of Petro Matad Limited, a subsidiary of Petrovis LLC, engaged in oil exploration and listed on the London Stock Exchange. She was appointed as the non-executive chairperson of Petro Matad Limited in 2012. Dr. Janchiv was awarded a diploma of engineer-economist for the petroleum and gas industry and a PhD by the Gubkin State University of Oil and Gas in Moscow, Russian Federation. Philip Hubert ter Woort is a non-executive Director of the Company. He was appointed as a non-executive Director of the Company in September 2010. Mr. ter Woort was appointed as a member of the Corporate Governance Committee in January 2012. He is a representative of the EBRD. Between 1990 and 1997, Mr. ter Woort worked in ING Bank N.V. and he held various positions within the ING Group (and its predecessors). From 1997 to 1998, Mr. ter Woort worked for Cargill Financial Services in Geneva, Switzerland as a senior structured financier. In 1998, Mr. ter Woort joined ABN AMRO Bank in Moscow as vice president in corporate banking. From 2000 to 2001, he served as branch manager of ABN AMRO Bank St. Petersburg Branch responsible for managing ABN AMRO Bank Russia’s commercial banking activities in the northwestern part of Russia. From 2001-2005, Mr. ter Woort served as chairman of supervisory board of directors of Rabo Invest OOO, Moscow, a soft commodity financier in Russia and a wholly owned subsidiary of Rabobank the Netherlands. From 2005 to 2009, Mr. ter Woort was active as a private residential property investor during which period – 198 – he built and managed a residential property investment portfolio in a number of countries. In 2009, Mr. ter Woort was appointed as the Head of EBRD Mongolia Resident Office. Mr. ter Woort was awarded a master’s degree in economics by the University of Amsterdam, the Netherlands. Batsaikhan Purev is a non-executive Director of the Company. He was appointed as a non- executive Director of the Company in September 2010. He is a representative of Shunkhlai Mining, a shareholder of the Company. He is a founder of Shunkhlai LLC, one of the first private companies in Mongolia and one of Mongolia’s largest petroleum companies. He has been the general director of Shunkhlai LLC and Shunkhlai Group LLC, and an Executive Director of Shunkhlai Mining LLC since 1993. Mr. Purev was appointed as the Chairman and President of Shunkhlai Group LLC in January 2012. He is a Chairman of APU, a company listed on the Mongolian Stock Exchange. Mr. Purev was awarded a bachelor’s degree in mechanical engineering by the Mongolian Technical University, Mongolia. Enkh-Amgalan Luvsantseren is a non-executive Director of the Company. He was appointed as a non-executive Director of the Company in September 2010. He is a representative of MCS Holding LLC, the controlling shareholder of the Company. Mr. Luvsantseren joined the MCS Group in 1997. During his career in the MCS Group, he held various executive positions, including deputy director of MCS Holding and managing director of MCS Electronics. Mr. Luvsantseren has been the vice president of the MCS Group since 2002. He is a chairman of Coal Road LLC, Unitel LLC and MCS Electronics. Mr. Luvsantseren was awarded a diploma in journalism by Saint-Petersburg State University, Russia, and a master’s degree in business administration by Handong Global University, South Korea. Gantumur Lingov is a non-executive Director of the Company. He was appointed as a non- executive Director of the Company in September 2010. He is a representative of MCS Holding LLC, the controlling shareholder of the Company. Mr. Lingov taught at the Computer Science & Management School of Mongolian Technical University from 1993 to 1997. From February to August 1997, Mr. Lingov was the project coordinator of the UNESCO/DANIDA Project. Mr. Lingov worked at Procter & Gamble from 1999 to 2005, and was appointed distributor operations manager for the whole Central Asia and Caucasus region in April 2004. Since 2006, Mr. Lingov has been the vice president for human resources of the MCS Group. Mr. Lingov was awarded a diploma as engineer- economist for the fuel and energy industry by the Moscow State Academy of management, Russia, and a master’s degree in business administration (international business) by the