The Board of Directors is accountable to the General Meeting of Shareholders, provides strategic and overall management of the Company, and oversees the activities of the Management Board, except for matters within the competence of the General Meeting of Shareholders and/or the Management Board as specified by the legislation of the Republic of Kazakhstan and/or the Charter of KEGOC JSC.

According to the Company’s Charter, the Board of Directors defines the Company’s activities, approves development strategies with set goals, objectives, projects, and their achievement indicators. In developing/updating the Development Strategy, the Board of Directors holds regular meetings and consultations with key stakeholder groups to understand their expectations and concerns. The implementation of the Company’s Development Strategy, the achievement of goals and indicators, including in the area of sustainable development, is monitored quarterly by the Board of Directors through reviews of strategy implementation reports, occupational safety, health, and environmental reports, and risk reports.

The election of Board members is carried out by the General Meeting of Shareholders based on clear and transparent procedures, taking into account the competencies, skills, achievements, business reputation, and professional experience of the candidates. When re-electing individual Board members or the entire composition for a new term, their contribution to the effectiveness of the Board’s activities is considered.

Independent directors are elected to the Board, who possess sufficient professionalism and independence to make independent and objective decisions free from the influence of individual shareholders, the Management Board, and other interested parties.

Board members are elected for a term not exceeding three (3) years.

An independent director cannot be elected to the Board for more than nine (9) consecutive years. In exceptional cases, an election for a term exceeding nine (9) years is allowed, provided that such an independent director is elected annually with a detailed explanation of the necessity for their election and the impact of this factor on their decision-making independence.

The rights and duties of Board members are defined by the Charter of KEGOC JSC.

Board members of KEGOC JSC are liable, as established by the laws of the Republic of Kazakhstan, to the Company and shareholders for harm caused by their actions and/or inactions, and for losses incurred by the Company, in accordance with the Law of the Republic of Kazakhstan ‘On Joint Stock Companies.’

By the decision of the Annual General Meeting of Shareholders on April 27, 2021 (protocol No. 21), the composition of the Board of Directors was elected for three years in accordance with the Rules for Forming the Composition of the Board of Directors, Determining Remuneration, and Compensating Expenses of the Members of the Board of Directors of KEGOC JSC, taking into account the candidates’ compliance with selection criteria and qualification requirements.

• Yernat Berdigulov — Chairman of the Board of Directors, Representative of Samruk-Kazyna JSC (not the Chairman of the Management Board of KEGOC JSC);

• Nurlan Akhanzaripov — Member of the Board of Directors, Senior Independent Director;
• Ulf Wokurka — Member of the Board of Directors, Independent Director;
• Damir Suyentayev — Member of the Board of Directors, Independent Director;
• Alexey Repin — Member of the Board of Directors, Representative of Samruk-Kazyna JSC;
• Almat Jamiev — Member of the Board of Directors, Representative of Samruk-Kazyna JSC;
• Kanysh Moldabayev — Member of the Board of Directors, Chairman of the Management Board of KEGOC JSC.

On July 31, 2023 (protocol No. 32), by the decision of the Extraordinary General Meeting of Shareholders of KEGOC JSC:

• The powers of Board members Ulf Wokurka, Independent Director, Alexey Repin, Representative of Samruk-Kazyna JSC, and Kanysh Moldabayev, Chairman of the Management Board of KEGOC JSC, were terminated prematurely.
• The following individuals were elected to the Board of Directors of KEGOC JSC: Marat Dulkairov as an Independent Director, Kanysh Moldabayev as a Representative of Samruk-Kazyna JSC, and Nabi Aitzhanov as the Chairman of the Management Board of KEGOC JSC.

An independent director must possess sufficient professionalism and independence to make independent and objective decisions free from the influence of individual shareholders, the Management Board, and other interested parties.

Independent directors meet all the legal criteria for independence; their status, powers, rights, and duties are strictly regulated by the requirements of the Law of the Republic of Kazakhstan ‘On Joint Stock Companies,’ the Charter of KEGOC JSC, the Corporate Governance Code of KEGOC JSC, and the Rules for Selecting and Electing Members of the Board of Directors of KEGOC JSC.

According to global corporate governance practices and the requirements of the Law of the Republic of Kazakhstan ‘On Joint Stock Companies,’ the number of members of the Board of Directors must be at least three. At least 30% of the Board of Directors should be independent directors.

In accordance with subparagraph 20) of article 1 of the Law of the Republic of Kazakhstan ‘On Joint Stock Companies,’ independent members of the Board of Directors:

• are not affiliated persons of the company and have not been affiliated persons for three years preceding their election to the Board of Directors;
• are not affiliated persons in relation to affiliated persons of KEGOC JSC;
• are not subordinate to the officers of KEGOC JSC or its affiliated organizations and have not been subordinate to these persons for three years preceding their election to the Board of Directors;
• do not participate in the audit of KEGOC JSC as an auditor working in an audit organization and have not participated in such an audit for three years preceding their election to the Board of Directors;
• are not representatives of a shareholder at meetings of the bodies of KEGOC JSC and have not been representatives for three years preceding their election to the Board of Directors;
• are not public servants.

Upon election, independent directors sign statements confirming their independence.

In 2023, the meetings of the Board of Directors addressed strategic, financial-economic, and investment issues, corporate governance and sustainable development, risk management, internal control and audit, personnel policy, safety, occupational health, and the activities of subsidiaries.

As part of the SPO program implementation, members of the Board of Directors actively participated, including in the ‘roadshows’. Board members informed the investment community on the KASE and AIX exchange platforms about the Company’s activities and the launch of trading.

To create a platform for active discussion and detailed analysis of specific issues, three committees have been established under the Board of Directors:

• Audit Committee;
• Nominations and Remuneration Committee;
• Strategy, Corporate, and Sustainable Development Committee.

The activities of the Committee are regulated by the Regulations on the Audit Committee. The Committee is fully accountable to the Board of Directors. All members of the Committee have sufficient knowledge and experience, including practical experience. The Audit Committee consists of three independent directors and one expert (non-voting).

As of January 1, 2023, the Committee consisted of:

• Damir Suyentayev — Chairman of the Committee, Independent Director;
• Nurlan Akhanzaripov — Member of the Committee, Senior Independent Director;
• Ulf Wokurka — Member of the Committee, Independent Director;
• Ernar Mynzhanov — (non-voting) expert.

In accordance with the decisions of the Board of Directors on January 27, 2023 (protocol No. 1) and August 25, 2023 (protocol No. 9), changes were made to the composition of the Committee.

As of December 31, 2023, the Committee consisted of:

• Damir Suyentayev — Chairman of the Committee, Independent Director;
• Nurlan Akhanzaripov — Member of the Committee, Senior Independent Director;
• Marat Dulkairov — Member of the Committee, Independent Director;
• Maksat Myrzatayev — (non-voting) expert.

The Committee provided the Board of Directors with recommendations on internal control and risk management, financial reporting, external audit, including meetings with representatives of the external auditor conducting the audit of KEGOC JSC’s financial statements, activities of the Internal Audit Service and the Compliance Service, and other issues.

Two meetings were held with representatives of the external auditor, RSM Qazaqstan LLP, where reports on the audit results of the consolidated financial statements for the year ended December 31, 2022, and the audit results of the interim consolidated financial statements for the six months ended June 30, 2023, were reviewed, including issues of confirming the independence of the external auditor.

In 2023, no deviations by the Board of Directors from the individual proposals/recommendations of the Committee were recorded during the consideration of issues.

The Committee’s activities are governed by the Regulations on the Nomination and Remuneration Committee. The Committee is fully accountable to the Board of Directors in its activities.

All members of the Committee have sufficient knowledge and extensive experience, including practical experience.

As of 31 December 2023, the Committee was composed of the following members:

• Nurlan Akhanzaripov — Chairman of the Committee, Senior Independent Director;
• Damir Suyentayev — Member of the Committee, Independent Director;
• Almat Zhamiev — Member of the Committee, Representative of Samruk-Kazyna JSC;
• Syrym Tyutebayev — (non-voting) expert.

During the reporting period, recommendations were submitted to the Board of Directors on the appointment/election of candidates to the Board of Directors, Corporate Secretary; approval of the Company’s organisational structure; execution of the Pool Management; review of key performance indicators of the Management Board members and the Corporate Secretary, Ombudsman goal map, salary scheme for the Management Board, Ombudsman and Corporate Secretary; approval of the Board of Directors’ Professional Development Plan and other issues.

No rejections of individual proposals/recommendations of the Committee by the Board of Directors during consideration of issues in 2023 were recorded.

The Committee’s activities are governed by the Regulations on the Strategy, corporate and sustainable development committee. The Committee is fully accountable to the Board of Directors in its activities. The Committee is chaired by an independent director.

All members of the Committee have sufficient knowledge and significant experience, including practical experience.

As of 1 January 2023, the Committee was composed of the following members:

• Ulf Wokurka — Chairman of the Committee, Independent Director;
• Nurlan Akhanzaripov — Member of the Committee, Independent Director;
• Alexey Repin — Member of the Committee, Representative of Samruk-Kazyna JSC;
• Syrym Tyutebayev — (non-voting) expert.

In accordance with the decisions of the Board of Directors dated 25 August 2023 (Minutes No. 9), changes and additions were made to the composition of the Committee.

As of 31 December 2023, the Committee was composed of the following members:

• Kanysh Moldabaev — Chairman of the Committee, Representative of Samruk-Kazyna JSC;
• Nurlan Akhanzaripov — Member of the Committee, Senior Independent Director;
• Marat Dulkairov — Member of the Committee, Independent Director;
• Syrym Tyutebayev — (non-voting) expert.

In 2023, the Committee’s meetings considered issues on strategic and economic directions, corporate and sustainable development, investment programme, industrial safety, occupational health and safety, environmental protection and other issues.

At the same time, there were no rejections by the Board of Directors of individual proposals/recommendations of the Committee when considering issues in 2023.