Corporate Governance System

The corporate governance structure of KMG is built in accordance with the requirements of the legislation of the Republic of Kazakhstan, the Charter, and the Company’s internal documents, and is aimed at a clear delineation of the functions of strategic management, control, and operational leadership.

General Meeting of Shareholders – the supreme governing body that determines the main areas of the Company’s activities and makes decisions on key issues, including the approval of the development strategy and other fundamental aspects of operations.

Board of Directors the governing body accountable to the General Meeting of Shareholders, carries out the general management of the Company’s activities, sets strategic development guidelines, oversees the work of the executive bodies, and ensures the effective functioning of the corporate governance system.

To provide detailed consideration of issues and preparation of decisions, specialized committees operate under the Board of Directors:

Nomination and Remuneration Committee – reviews matters of HR policy, remuneration systems, motivation, and employee development;
Strategy and Portfolio Management Committee – supervises strategic development, investment activities, and business transformation;
Audit Committee – oversees financial reporting, internal control, and risk management;
Health, Safety, Environment and Sustainable Development Committee – ensures the integration of sustainable development principles into the Company’s key processes, as well as into strategy and decision-making processes.

The committees operate on the basis of approved regulations, consider issues within their competencies, and regularly present the results of their work and recommendations to the Board of Directors for managerial decision-making.

The Management Board is a collegial executive body, accountable to the Board of Directors, and carries out the management of the Company’s current activities, ensuring the implementation of the approved strategy and the achievement of the established indicators.

The Internal Audit Service provides an independent assessment of the effectiveness of the internal control system, risk management, and corporate governance, and is functionally accountable to the Board of Directors.

The Corporate Secretary ensures compliance with corporate governance procedures, coordination of interaction among governance bodies, and proper disclosure of information.

The Compliance Service monitors compliance with the anti-corruption legislation of the Republic of Kazakhstan, KMG’s internal documents, and principles of business ethics.

The Ombudsman reviews employee appeals and facilitates the resolution of issues related to labor relations and compliance with ethical standards.

As of December 31, 2025, the Board of Directors of KMG consists of 9 members:

8 men and 1 woman (share of women – 11.1%);
8 citizens of the Republic of Kazakhstan and 1 citizen of the United Kingdom;
age composition: from 36 to 78 years, average age – 55 years, including:
- from 36 to 49 years – 5 persons;
- from 50 to 59 years – 1 person;
- from 60 to 78 years – 3 persons.

No.	Full name	Status	Date of Election (initial)	Other Significant Positions and Responsibilities
1	Nurlan Zhakupov	Chairman of the Board of Directors, representative of Samruk-Kazyna JSC	05.05.2025	Chairman of the Management Board of Samruk-Kazyna JSC; member of the Board of Directors of Air Astana JSC; Chairman of the Board of Directors of KEGOC JSC
2	Askhat Khassenov	Executive Director, Chairman of the Management Board of KMG	28.05.2024	Chairman of the Management Board of KMG
3	Arman Argingazin	Independent Director	30.05.2023	Chairman of the Board of Directors of NAC Kazatomprom JSC, Independent Director; member of the Board of Directors of Kazakhstan Investment Development Fund, Independent Director
4	Armanbai Zhubayev	Independent Director	06.04.2023	Founder of STRATEGYLAB LLP; member of the Board of Directors of NAC Kazatomprom JSC, Independent Director; member of the Board of Directors of NGK Tau-Ken Samruk JSC, Independent Director; member of the Board of Directors of Samruk-Energo JSC, Independent Director
5	Uzakbay Karabalin	Non-Executive Director, representative of Samruk-Kazyna JSC	18.02.2016	Deputy Chairman of the KAZENERGY Association
6	Saya Mynsharipova	Independent Director	14.08.2023	Member of the Board of Directors of NC QazaqGaz JSC, Independent Director; member of the Board of Directors of Samruk-Kazyna Construction JSC, Independent Director
7	Yelzhas Otynshiyev	Representative of Samruk-Kazyna JSC	27.06.2023	Managing Director for Strategy and Asset Management of Samruk-Kazyna JSC; member of the Board of Directors of NAC Kazatomprom JSC; member of the Board of Directors of NC QazaqGaz JSC
8	Philip Malcolm Holland	Independent Director	17.08.2020	Chairman of the Board of Directors of Velocys PLC, as well as Non-Executive Director and Chairman of the Safety, Climate and Risk Committee of EnQuest PLC
9	Askar Shakirov	Independent Director, Senior Independent Director	06.11.2023	Extraordinary and Plenipotentiary Envoy of the 1st Class

Representation of key stakeholders is ensured within the composition of the Board of Directors:

Major shareholder (Samruk-Kazyna JSC) – 3 members of the Board of Directors (N. Zhakupov, U. Karabalin, Y. Otynshiyev);
Independent directors – 5 members of the Board of Directors, representing the interests of all shareholders and ensuring the objectivity of decision-making;
Executive management – Chairman of the Management Board of KMG (A. Khassenov).

Term of Office of the Board of Directors

The term of office of the Board of Directors is three years. Re-election of members for a period of more than six consecutive years is possible upon special consideration, and in exceptional cases – more than nine years; in such cases, a detailed justification is required for independent directors, which must be disclosed to stakeholders.

Independence

The Company’s Board of Directors is formed in compliance with the requirements of the Corporate Governance Code regarding the proportion of independent directors – their number exceeds 50% of the composition. The committees under the Board of Directors are chaired by independent directors, while the Chair of the Board of Directors is a representative of Samruk-Kazyna JSC.

The nomination and selection of candidates for the Board of Directors, including independent directors, are carried out according to objective criteria and with consideration of the need for diversity in the composition of the Board of Directors, ensuring the principles of transparency, fairness, and professionalism in the manner established by the KMG Corporate Governance Code, the Regulations on the KMG Board of Directors, and the relevant documents of Samruk-Kazyna JSC applicable to KMG.

The process includes the following stages:

Planning: analysis of the current composition of the Board of Directors, determination of the required candidate profile (necessary competencies, experience, personal qualities).
Search for candidates: use of the pool of candidates, engagement of specialized recruitment agencies, consideration of proposals from stakeholders (shareholders, Board members).
Candidate screening: assessment of compliance with criteria (education, experience, business reputation), verification of the absence of conflicts of interest and compliance with independence criteria (performed by the structural units of Samruk-Kazyna JSC).
Interviews and coordination: candidates undergo interviews with managing directors of Samruk-Kazyna JSC, the Chair of the Board of Directors, and the Chair of the Nomination and Remuneration Committee.
Decision-making: the final decision on election is made by the General Meeting of Shareholders.

Selection criteria include:

successful experience in managerial positions (at least 5 years) and/or as a member of a board of directors (at least 3 years);
competencies in strategy, finance, audit, risk management, the oil and gas sector, sustainable development (ESG), and law;
impeccable business and personal reputation;
ensuring diversity of composition (gender, age, professional background).

Candidates for the Board of Directors must possess the knowledge, skills, and experience necessary for the Board to perform its functions and to ensure long-term value creation and sustainable development of the Company, as well as have an impeccable business and personal reputation.

In accordance with the KMG Board of Directors Succession Policy, both election and succession plans are based on merit and objective criteria, and in this context promote diversity in terms of gender, social and ethnic background, cognitive and personal strengths.

The Chair and members of the Board of Directors are elected by the General Meeting of Shareholders.

In accordance with corporate standards and the legislation of the Republic of Kazakhstan, the Chair of the Company’s Management Board may not be elected as the Chair of the Board of Directors.

In the reporting year, the activities of the Board of Directors were carried out under the leadership of two Chairs of the Board of Directors.

Until March 27, 2025, the Chairman of the Board of Directors was the representative of Samruk-Kazyna JSC, Yernat Berdigulov.

Since May 05, 2025, the Chairman of the Board of Directors has been the representative of Samruk-Kazyna JSC, N. Zhakupov, who has many years of experience in corporate finance, strategic management, and investments.

In accordance with the KMG Corporate Governance Code and the Regulations on the Company’s Board of Directors, the Chairman of the Board of Directors plays a key role in organizing the effective work of the Board of Directors. In performing duties, the Chairman of the Board of Directors ensures the formation of a balanced agenda focused on strategic priorities, creates conditions for open and constructive dialogue between members of the Board of Directors, the Management Board, and shareholders of KMG, and provides oversight of the implementation of the decisions of the Board of Directors and assignments to KMG management.

A key event of the reporting year was the election of a Senior Independent Director. By the decision of the Board of Directors dated February 11, 2025 (Minutes No. 1/2025, Item No. 6), the independent director A. Shakirov was elected to this position. In accordance with best international practices, the following functions of the Senior Independent Director are established in the Regulations on the Board of Directors:

performing the role of advisor to the Chairman of the Board of Directors;
organizing the annual evaluation of the Chairman of the Board of Directors (including through meetings of independent directors);
participating in succession planning for the Chairman of the Board of Directors in cooperation with the Nomination and Remuneration Committee;
acting as a mediator in case of disagreements between KMG shareholders, the Management Board, the Chair, and members of the Board of Directors;
ensuring an accessible channel for KMG shareholders on issues not resolved through ordinary communications;
participating in meetings with major KMG shareholders to understand their positions.

The interaction between the Chairman of the Board of Directors and the Senior Independent Director contributed to improving the effectiveness of the Board of Directors. Overall, the activities of the Chairman of the Board of Directors and the Senior Independent Director in 2025 were aimed at ensuring the strategic focus of the Board’s work, improving the quality of decision-making, and strengthening dialogue with all stakeholders.

The Board of Directors ensures strategic oversight and control over the integration of sustainability principles into all business processes and decision-making processes.

The powers and responsibilities of the Board of Directors in the area of sustainable development include:

Strategic guidance: defining the priority areas of the Company’s activities with consideration of ESG factors, approving the Development Strategy, and monitoring its implementation.
Approval of policies and documents: approval of the Sustainability Policy, LCDP-2060, the Action Plan for improving the ESG risk rating, and other internal documents in the field of sustainable development.
Approval of reporting: approval of KMG’s annual Sustainable Development Report.
Risk oversight: supervision of the risk management system, including the identification, assessment, and management of environmental, social, and climate risks.
Setting goals and key performance indicators (KPIs): approval of sustainability-related key performance indicators for the Company’s management.
Monitoring ESG ratings: review of information on KMG’s ESG rating and the status of implementation of the Action Plan to improve KMG’s ESG risk rating.

To provide in-depth consideration of sustainability issues, the Health, Safety, Environment and Sustainable Development Committee (hereinafter — HSESDC) is chaired by an Independent Director, thereby ensuring the objectivity and independence of its recommendations.

Main Areas of Work of the HSESDC:

Providing assistance to the Board of Directors on issues of:

ensuring safety, occupational health, and environmental protection;
implementing the principles of sustainable development and integrating ESG goals into the strategic planning and socio-economic development of KMG;
social obligations and programs of KMG within the framework of concluded subsoil use contracts;
ensuring the environmental efficiency of KMG;
defining the main directions of KMG policy in the field of safety and occupational health, environmental protection, and initiatives aimed at improving the safety, occupational health, and environmental management system;
developing and approving program documents in the field of safety, occupational health, and environmental protection;
approving and monitoring the implementation of KMG’s LCDP 2060 activities;
approving and monitoring the implementation of the Action Plan to improve the ESG risk rating, as well as reviewing information on KMG’s ESG rating;
application of new, environmentally friendly, energy saving technologies, or discontinuation of existing technologies, as well as the use of other opportunities to expand the scale and scope of KMG’s activities, increase economic efficiency, and improve the quality of KMG’s operations;
developing and approving the manual for the management system in the field of occupational health, industrial safety, and environmental protection;
monitoring KMG’s key performance indicators in the field of occupational health, safety, and environmental protection;
approving the Sustainability Policy, KMG’s annual Sustainable Development Report, action plans, and other internal documents in the field of sustainable development, the approval of which falls within the competence of the Board of Directors;
integrating the social, economic, and environmental components of sustainable development, except for components related to “Financial Issues”, into KMG’s activities in accordance with the Code and best international practice;
forming the management system in the field of sustainable development across three spheres: economic, environmental, and social;
defining goals and KPIs in the field of sustainable development;
exercising control over the implementation of sustainable development in KMG, including monitoring the fulfillment of sustainability KPIs, taking corrective actions, and implementing a culture of continuous improvement;
analyzing the internal and external environment across the three spheres: economic, environmental, and social;
integrating sustainable development into KMG’s key processes, including risk management, planning, human resources management, investments, reporting, and others, as well as into strategy and decision-making processes.

In 2025, the HSESDC held 9 meetings, at which 61 issues related to the implementation of sustainable development principles in KMG were reviewed.

Key agenda items of the HSESDC in the reporting year:

Report on industrial safety, occupational health, and environmental protection.
Hearing reports of the first heads of subsidiaries and affiliates on the state of industrial safety, occupational health, and environmental protection in the supervised subsidiaries and affiliates (Karazhanbasmunai JSC, Oil Services Company LLP, Ozenmunaigaz JSC, Mangistau Munaigaz JSC, Embamunaigaz JSC, Kazgermunai JV LLP, Atyrau Oil Refinery LLP, Pavlodar Petrochemical Plant LLP, PetroKazakhstan Oil Products LLP, Ozenmunaiservice LLP).
Recognition of the Corporate Standard for conducting environmental impact assessment of proposed activities within the KMG Group as invalid.
Report on the elimination of violations in Karazhanbasmunai JSC.
Status of implementation of LCDP - 2060 for the year 2024.
Report on the results of the investigation of a fatal accident at Ozenmunaigaz JSC.
Imposition of disciplinary action on a member of the KMG Management Board.
Approval of the HSESDC Work Plan for 2026.
Measures being taken to improve the level of industrial safety in the KMG Group and contracting organizations, aimed at preventing and reducing injuries and ensuring compliance with KMG’s corporate requirements and standards.
Report on the activities of the HSESDC for 2024.
Measures taken by the Board of Directors to increase the long term value and sustainable development of KMG, and factors affecting the growth of long term value and sustainable development of KMG.
Approval of the KMG Sustainable Development Report for 2024.
ESG rating and the status of implementation of the Action Plan to improve KMG’s ESG risk rating.
KMG’s contribution to achieving the Sustainable Development Goals.

The HSESDC reviewed and approved the KMG Sustainable Development Report for 2024.

Officials and employees of KMG regularly participated in the work of the HSESDC, and the recommendations developed by HSESDC were adopted by the Board of Directors.

Key Decisions of the Board of Directors and Oversight Results in 2025:

In 2025, as part of overseeing impact management, the Board of Directors made the following key decisions:

Approval of strategic documents:
- the relevance of the Development Strategy for 2022-2031 was confirmed;
- the Roadmap for the implementation of artificial intelligence in production processes was approved;
- participation in the construction project of the “Mirny” wind power plant with an energy storage system (total capacity of 1 GW) was approved;
- the transfer of the “Kendirli” desalination plant to municipal ownership was approved.
Improvement of the regulatory framework:
- the KMG Code of Business Ethics in a new edition was approved;
- the KMG Human Rights Policy in a new edition was approved;
- the Anti-Corruption Instruction was approved;
- the KMG Risk Management System Policy in a new edition was approved.
Monitoring and control:
- reports on the implementation of KMG’s LCDP were reviewed;
- reports of the first heads of KMG subsidiaries and affiliates on the state of industrial safety were heard;
- the results of investigations of fatal accidents were reviewed, and instructions were given to strengthen safety measures;
- the status of the ESG rating and the implementation of the Action Plan to improve KMG’s ESG risk rating were reviewed.

Regulation of conflict of interest at KMG is carried out in accordance with the Conflict of Interest Resolution Policy and the Code of Business Ethics approved by the Board of Directors. These documents establish unified requirements for identifying, disclosing, and resolving situations in which the personal interests of employees or officials may influence or create the appearance of influencing the objectivity and impartiality of decision-making.

Each employee and official of the Company bears personal responsibility for complying with the requirements of internal documents in this area.

To prevent potential risks, mandatory disclosure of information on possible conflicts of interest is carried out during hiring, appointment, or transfer to another position.

Situations subject to disclosure include, among others:

ownership of shares or interests in counterparty companies or organizations competing with KMG;
participation in the management bodies of counterparties or competitors;
the presence of contractual or other commercial relationships with KMG counterparties;
intention to acquire Company assets or securities;
other circumstances that may affect the independence of decisions.

The procedure for reviewing potential conflicts of interest includes an analysis of possible affiliations, assessment of the nature and degree of risk, and measures for its resolution. Additionally, control is exercised over compliance with the anti-corruption legislation of the Republic of Kazakhstan and the Company’s internal standards.

If a conflict of interest is identified, measures are taken to prevent or minimize it, including recusal of the employee from participation in decision-making on the relevant matters or other corrective actions.

Information on identified conflicts of interest involving members of the Board of Directors is communicated to shareholders. In 2025, no cases of conflict of interest involving members of the Board of Directors were recorded.

The following mechanisms apply to members of the Board of Directors to prevent and resolve conflicts of interest:

Annual confirmation of independence: each independent director provides a written confirmation of compliance with the independence criteria established by the Law of the Republic of Kazakhstan “On Joint Stock Companies” and the KMG Corporate Governance Code. The Board of Directors reviews the submitted information and confirms the independence status. In 2025, all 5 independent directors confirmed their status, and no circumstances affecting independence were identified.
Notification obligation: a member of the Board of Directors must immediately notify the Chair of the Board of Directors in writing of any circumstances that may result in loss of independence or create a conflict of interest. In 2025, no such notifications were submitted.
Declaration of potential conflicts: when nominating candidates for the Board of Directors, a conflict of interest check is carried out (by the structural units of Samruk-Kazyna JSC).
Recusal from voting: a member of the Board of Directors who has an interest in a transaction does not participate in voting on that issue (in accordance with the legislation of the Republic of Kazakhstan and KMG’s internal documents).

Disclosure of Information on Potential Conflicts of Interest:

Simultaneous membership in several boards of directors: information on directors’ memberships in the boards of directors of other organizations is disclosed in GRI 2 9 (other significant positions). All cases of membership in other boards of directors were recognized as not creating a conflict of interest with activities at KMG.
Ownership of shares of suppliers and other interested parties: based on the results of annual declaration and inspections conducted in 2025, no cases were identified where members of the Board of Directors owned shares (interests) of KMG suppliers, contractors, or other counterparties that could affect the objectivity of decisions.
Controlling shareholders: the controlling shareholder of KMG is Samruk-Kazyna JSC (major shareholder). Its representatives are members of the Board of Directors (3 members), which ensures consideration of the interests of the state when making strategic decisions. Mechanisms for preventing conflicts of interest between the controlling shareholder and other shareholders are established in the KMG Corporate Governance Code and include, in particular, the presence of independent directors (more than half of the composition) and the leadership of all Board Committees by independent directors.

Related parties, their relationships, transactions, and account balances: information on transactions with related parties is disclosed in KMG’s annual financial statements. Oversight of the approval of such transactions is carried out by the Board of Directors and the Audit Committee in accordance with the legislation of the Republic of Kazakhstan. In 2025, all related party transactions requiring approval by the Board of Directors were reviewed and approved in accordance with the established procedure.

KMG consistently develops a culture of transparency and integrity, ensuring the creation of an environment in which the timely disclosure of potential conflicts is regarded as an integral element of corporate responsibility.

The Board of Directors receives regular reports on the Company’s activities covering key strategic, financial, and operational aspects, as well as information on critically important issues. These include:

Report of the Chairman of the Management Board – on major changes and the overall activities of the Company.
Financial and operational reports – on preliminary results, investment projects, and the implementation of KMG’s Development Strategy.
Reports on occupational health and environmental protection – including information on significant incidents and preventive measures.
Reports on risks and corporate governance – execution of the Board of Directors’ decisions, reports of the Board Committees, and analysis of corporate transactions.

In the event of urgent issues, including financial indicators, critical incidents, or operational matters, the Board of Directors is notified immediately.

The Board of Directors reviews the effectiveness of impact-management processes with the following frequency:

monthly: reports of the Chairman of the Management Board on key changes and the overall activities of the Company, including information on occupational health and industrial safety, financial indicators, and the results of investment project implementation;
quarterly: reports on key risks (including financial risks), reports of the Internal Audit Service, reports of the Compliance Service;
once every six months: reports on the implementation of the Development Strategy, reports on the results of monitoring and analysis of the implementation of investment projects of KMG and its subsidiaries and affiliates;
annually: strategic session (analysis of the external environment and relevance of the strategy), meeting on sustainable development issues (review of the sustainability system, LCDP 2060, industrial safety), approval of the Sustainability Report;
as needed: extraordinary review of significant incidents (e.g., fatal accidents), timely review of critical changes in the external environment (sanctions risks, legislative changes).

In 2025, the following important concerns were brought to the attention of the Board of Directors:

Category	Nature / Examples
Industrial safety	Fatal incidents (including 8 at Ozenmunaigas JSC). Each case was investigated, the Board of Directors heard reports and issued instructions to strengthen safety measures.
Sanctions risks	The inclusion of Lukoil PJSC in the U.S. OFAC SDN sanctions lists created a threat for the Kalamkas-Sea–Khazar project. The Board of Directors was informed about measures to mitigate the consequences (negotiations with OFAC, search for alternative insurance solutions).
Risks of major investment projects	Increase in the cost of the “Construction of a hydrogen production unit” project at Pavlodar Petrochemical Plant LLP; repeated extension of deadlines for the “Hydrotreated Jet Fuel Production” project at Pavlodar Petrochemical Plant LLP.
Employee appeals	Appeals to the Ombudsman regarding violations of labor rights and legitimate interests of employees (working conditions, household issues, relations in the team). Based on the review, recommendations were made to management, and changes to the regulatory framework were introduced.
Conflicts of interest	A case of conflict of interest was revealed, related to hiring a close relative of an employee. The employee was dismissed, the manager was subject to disciplinary action.
Ethical violations	Cases of gross or unethical behavior of managers were identified; based on the results of internal investigations, disciplinary actions were applied, including dismissal.

All of the above factors were reviewed at the meetings of the Board of Directors and/or its specialized committees, and corresponding decisions were made and instructions were given to the Company’s management.

The Board ensures a balance of competencies, experience, and professional knowledge, which contributes to making objective and effective decisions in the interests of KMG and taking into account the principles of sustainable development.

Development of Board Skills

Members of the Board of Directors regularly improve their professional skills, including the management of economic, environmental, and social aspects. The Nomination and Remuneration Committee analyzes the balance of competencies and knowledge, ensuring their alignment with the Company’s strategic goals. Information on completed training is updated on the KMG website.

In 2025, the Board of Directors continued systematic work on developing collective knowledge and competencies in the field of sustainable development:

The Professional Development Program for Board Members for 2025–2026 was approved (decision of the Board of Directors dated May 26–27, 2025 (Minutes No. 9/2025, Item No. 4)), including the following topics related to sustainable development:
- assessment of investment projects in the oil and gas industry (taking into account ESG factors);
- issues of carbon regulation and the development of carbon markets;
- updating knowledge on the Code of Business Ethics and anti-corruption procedures;
- review of technological innovations in production and petrochemicals (in the context of reducing environmental impact).
Board members participated in the following training activities (free of charge or at their own expense):
- S. Mynsharipova – training “Project Management I: Intensive” (Business Academy EU, August 3-15, 2025);
- S. Mynsharipova – training “Assessment of Investment Projects in the Oil and Gas Industry” (Business Academy EU, November 12-14, 2025);
- S. Mynsharipova – seminar “Algorithm for Conducting the Evaluation of the Board of Directors” (Governance & Management Consulting, December 19, 2025).

Raising awareness through the review of ESG issues at meetings:
- when approving the Sustainability Report for 2024, Board members received detailed information about KMG’s position in ESG ratings (MSCI), the dynamics of key indicators, and the factors influencing the rating;
- at HSESDC meetings, the status of the implementation of the Action Plan to improve the ESG risk rating was reviewed, including measures to reduce emissions, develop practices in biodiversity and water use, and improve occupational health and industrial safety.

The Corporate Secretary ensures regular communication to Board members about relevant conferences, seminars, and training courses on sustainable development and corporate governance, as well as provides analytical reviews and materials for self-study.

The Board of Directors, its committees, and its members undergo an annual evaluation in accordance with the KMG Corporate Governance Code. Once every three years, an independent consultant is engaged. The purpose of the evaluation is to determine the contribution of the Board of Directors and each member to the growth of the long-term value and sustainable development of KMG, identify areas for improvement, and take measures to increase effectiveness.

The evaluation includes:

balance of composition, skills, experience, and competencies;
understanding of the Company’s strategy, objectives, and values;
functioning of the Board of Directors and committees, interaction with the Management Board and shareholders;
quality of information, discussions, and risk-identification processes;
succession planning and professional development of Board members.

The results of the evaluation are taken into account when re-electing members of the Board of Directors, revising the composition of the Board of Directors, and determining remuneration for Board members.

In 2025, the evaluation of the activities of the Board of Directors was not conducted.

In December 2024, the Board of Directors decided to conduct an external evaluation in 2025, covering the Board of Directors, its committees, the Chair, Board members, and the Corporate Secretary, as part of the KMG corporate governance diagnostic in the second half of 2025, together with an external evaluation of the activities of KMG’s Internal Audit Service (in accordance with the International Professional Standards for Internal Auditing), including the purpose of determining the effectiveness and efficiency of KMG’s internal audit system.

However, taking into account the recommendations of the Audit Committee and the Nomination and Remuneration Committee, the Board of Directors decided to conduct a separate external evaluation of the Board of Directors for 2024. The evaluation and review of its results are planned for 2026.

In December 2025, the Board of Directors decided to conduct an evaluation of the activities of the Board of Directors, the Board Committees, the Chairman and members of the Board of Directors, and the Corporate Secretary based on the results of 2025 in the form of a self-assessment through a questionnaire.

Thus, the evaluation of the activities of the Board of Directors based on the results of 2024 (through an external evaluation) and based on the results of 2025 (in the form of a self-assessment questionnaire) will be carried out, and the evaluation reports will be reviewed and discussed by the Board of Directors in 2026. Regarding areas for improvement of the Board of Directors, an Action Plan for improving the activities of the Board of Directors will be developed.

Remuneration of the Board of Directors

The remuneration system for members of the Board of Directors is aimed at attracting and retaining highly qualified specialists capable of ensuring effective strategic leadership and long-term value creation for the Company, taking into account the principles of sustainable development.

Remuneration structure:

The remuneration of members of the Board of Directors consists only of a fixed (annual) component. A variable component (bonuses, performance-based awards) is not provided for members of the Board of Directors.
The amount of remuneration is determined by the decision of the General Meeting of Shareholders and is paid to independent directors and representatives of Samruk-Kazyna JSC (except for employees of Samruk-Kazyna JSC, who do not receive remuneration for serving on the Board of Directors, but may receive additional payment at the expense of Samruk-Kazyna JSC).
Remuneration is paid quarterly in proportion to the period of serving on the Board of Directors. A condition for receiving remuneration for the reporting period is the participation of a member of the Board of Directors in more than half of all meetings held (with the exception of absences due to illness).

Remuneration amount:

In 2025, the total remuneration paid to all members of the Board of Directors amounted to 207,200,000 KZT (this amount is identical to the 2024 indicator).

Expense compensation:

In addition to remuneration, members of the Board of Directors are compensated for documented expenses related to performing their duties outside their place of permanent residence:

travel expenses;
communication and documentation expenses.

Process of determining remuneration:

The methodology for determining remuneration complies with the internal documents of Samruk-Kazyna JSC on forming the boards of directors of portfolio companies.
Matters related to the remuneration of members of the Board of Directors, when necessary, are preliminarily reviewed by the Nomination and Remuneration Committee of the Board of Directors (composed exclusively of independent directors), which prepares recommendations for submission to the General Meeting of Shareholders.

The final decision on the amount of remuneration is made by the General Meeting of Shareholders.
In 2025, external consultants were not engaged to determine the remuneration of Board members. No changes were made to the remuneration policy; accordingly, no matter was submitted to shareholders for voting.

Relation to Impact Management:

Given the fixed nature of the remuneration of Board members, there is no direct dependence of compensation amounts on impact management results related to the economy, the environment, and people. However, an indirect link is ensured through:

the inclusion of independent directors with ESG competencies (environment, occupational health and safety, sustainable development) on the Board of Directors;
the work of the Board Committee on Health, Safety, Environment and Sustainable Development (chaired by an independent director), which provides recommendations to the Board of Directors on impact management issues;
the annual evaluation of the performance of the Board of Directors, which considers the contribution of members to ensuring the Company’s sustainable development.

Remuneration of the Management Board

The Board of Directors determines the remuneration policy and the procedure for evaluating the performance of Management Board members in accordance with the corporate human resources management standards of the Samruk-Kazyna Group of Companies.

Remuneration for the reporting year is paid to members of the Management Board based on the assessment of their performance.

The motivation system is oriented toward achieving the strategic and operational goals of the Company and is based on measurable and interrelated indicators established in the balanced scorecard of key performance indicators (KPIs). The KPI scorecard includes corporate and functional indicators.

For the preliminary review of matters related to the formation of a transparent and objective remuneration system, the Nomination and Remuneration Committee operates under the Board of Directors.

Composition of the Management Board

The composition of the KMG Management Board as of the end of 2025:

Askhat Khassenov	Chairman of the Management Board
Kurmangazy Iskaziyev	First Deputy Chairman of the Management Board
Bekzat Abaiyldanov	Deputy Chairman of the Management Board (Exploration and Production)
Aset Magauov	Deputy Chairman of the Management Board (Oil Refining, Petrochemicals, and Marketing of Oil and Petroleum Products)
Bulat Zakirov	Deputy Chairman of the Management Board (Oil Transportation and International Projects)
Ruslan Balykbayev	Deputy Chairman of the Management Board (Major Oil and Gas Projects)
Diana Arysova	Deputy Chairman of the Management Board (Economy and Finance)
Shafkat Kudabayev	Deputy Chairman of the Management Board (Legal Support and Corporate Security)
Kazbek Kussainov	Deputy Chairman of the Management Board (Corporate Development)

The Board of Directors and the Management Board of KMG maintain ongoing dialogue with stakeholders on economic, environmental, and social issues. Interaction is based on the principles of transparency, accessibility of information, and timely response to inquiries.

The Board of Directors ensures interaction with stakeholders on impact-management issues through the following mechanisms:

Shareholders: direct representation of Samruk-Kazyna JSC on the Board of Directors (3 members); participation of representatives of Samruk-Kazyna JSC in meetings of the Board of Directors and its committees; consideration of issues initiated by shareholders at General Meetings of Shareholders.
Investors: review of reporting prepared in accordance with international standards (GRI) for subsequent publication; ensuring information disclosure.
Government authorities: consideration of issues related to KMG’s participation in the implementation of state programs, KMG’s interaction with the Ministry of Energy of the Republic of Kazakhstan, and KMG’s reporting to state authorities.
Local communities: consideration and decision making on issues related to the implementation of social projects and regional development programs; consideration (within the activities of the HSESDC) of issues related to impacts on local communities and the environment; review of reports of the Compliance Service and the Ombudsman on the operation of the feedback channel (the “Nysana” hotline).

Expert community: involvement of external experts in the work of the Board Committees (in 2025 – experts from among employees of Samruk-Kazyna JSC). Hearing the opinions of international experts from S&P Global and Rystad Energy during the strategic session.
Employees: review of Ombudsman reports on appeals related to violations of employee rights and labor disputes, and the results of their review (in 2025, the Ombudsman reviewed 87 appeals).

The Company uses various communication channels, including the official website, press service, public events, and the annual Sustainability Report, which is a key tool for information disclosure and engagement with internal and external stakeholders.

For targeted engagement with specific stakeholder groups, specialized platforms and feedback channels operate:

For investors – section on the official website: https://www.kmg.kz/ru/investors/, containing up-to-date financial and corporate information.
For employment matters – job portals:
- NC KazMunayGas JSC – https://work.kmg.kz/#/
- Samruk-Kazyna JSC – https://qsamruk.kz/vacancy
For reporting violations of employee rights – hotline: nysana@cscc.kz.

Confidential reporting system – portal: https://www.sk-hotline.kz/.

Functional communication channels:

Ombudsman: ombudsman@kmg.kz
Occupational health and environment: hse@kmg.kz
Sustainability: sustainability@kmg.kz

These mechanisms allow stakeholders to submit inquiries, proposals, and reports on possible violations, as well as to receive necessary information in a convenient form.

The Company views consultations and feedback as an important element of the corporate governance and sustainable development system, contributing to strengthening trust, increasing transparency, and improving managerial decision-making.

Antimonopoly Regulation

In the reporting year, certain KMG subsidiaries and affiliates were participants in inspections and court proceedings related to the application of antimonopoly and tariff legislation.

An investigation was conducted by the Agency for Protection and Development of Competition of the Republic of Kazakhstan against Atyrau Oil Refinery LLP on indications of abuse of dominant position. Based on the results of the investigation, a conclusion was issued, which was appealed in court. The decision of the court of first instance was not in favor of the Company; an appeal was filed within the time limits established by law.

With respect to KazMunayGas-Aero LLP, matters concerning the execution of an antimonopoly authority’s order were under consideration. The judicial authorities confirmed the validity of the regulator’s position. The Company availed itself of the legally established mechanisms for the review of judicial acts. By Resolution of the Government of the Republic of Kazakhstan No. 785 dated 22.09.2025, KazMunayGas-Aero LLP was granted the following types of activities: “Wholesale trade of aviation gasoline and kerosene” (NCEA 194) and “Other retail trade outside stores” (NCEA 194-1) for a period until December 31, 2029.

With respect to NWTC MunayTas LLP, an administrative case related to tariff regulation was examined. Following the judicial proceedings, an administrative fine was imposed, which was duly paid in the prescribed manner.

Regarding the administrative claim filed by Business Jet Fuel LLP against the Agency for Protection and Development of Competition of the Republic of Kazakhstan, appealing the response on the absence of signs of violation of competition legislation in KMG’s actions, KMG participated in the court proceedings as an interested party. Judicial authorities at all levels rejected the plaintiff’s claims. A key factor ensuring the successful outcome of the case was the timely receipt of official legal clarifications from the antimonopoly authority regarding issues raised by Business Jet Fuel LLP related to aviation fuel marketing activities.

Effective reduction of regulatory risks in the area of antimonopoly legislation, which carries potentially large administrative fines, is best supported by proactive work within the organization itself. In this direction, in 2025, a special unit for internal antimonopoly compliance and support – the Antimonopoly Compliance Group – was established within the Corporate Center of KMG under the Department of Oil and Petroleum Products Marketing. This initiative corresponds to leading international standards of large commercial organizations.

Litigation

In the reporting year, 832 civil and administrative cases were reviewed, of which decisions not in favor of the KMG Group were issued in 49 cases.

A total of 81 administrative offense cases were considered, with subsidiaries and affiliates held administratively liable in 15 cases.

No cases of criminal liability for violations of legislation were recorded in the reporting year.

KMG carries out its activities based on the principles of legality, integrity, and business ethics, implementing a systematic approach to preventing corruption and ensuring transparency of business processes.

The Company’s approach to managing anti-corruption matters is based on preventing, detecting, and responding to violations. The main goal is to reduce corruption risks in operational and investment activities, as well as to ensure conscientious interaction with employees, counterparties, and government authorities. Management is implemented through internal policies and procedures, risk-based due diligence of third parties, built-in control mechanisms, and employee training programs. The effectiveness of the approach is evaluated based on the results of inspections, investigations, and reports submitted through feedback channels, and the findings are used to improve procedures and preventive measures.

Anti-corruption functions are performed by the Compliance Service, which is integrated into the activities of all business units of the KMG Group. The system is based on four key elements: policies, procedures, control, and training.

The Compliance Service periodically reports on the results of its activities to the Audit Committee of the Board of Directors and the Company’s Board of Directors, and also submits information on the anti-corruption measures taken to authorized government agencies.

The Company has internal documents regulating anti-corruption issues, including:

Anti-Corruption Policy;
Confidential Reporting Policy;
Conflict of Interest Resolution Policy;
Rules for third party compliance checks in KMG and its subsidiaries and affiliates;
Internal control rules for delimiting access rights to insider information and preventing unauthorized use of such information by insiders;
Code of Business Ethics;
Regulations on the Compliance Service.

In the reporting year, planned development of the system was carried out, including:

updating internal regulatory documents;
implementing procedures for third-party due diligence for compliance with anti-corruption requirements;
conducting training activities in the corporate center and subsidiaries and affiliates;
improving corruption risk management elements.

One of the areas of work is conducting internal analysis of corruption risks, which allows identifying factors of potential violations and weaknesses in business processes. In 2025, the analysis was carried out in 33 subsidiaries and affiliates, as well as in the Company’s corporate center.

Compliance control is embedded in the Company’s key business processes, including procurement procedures, counterparty due diligence, and consideration of certain corporate decisions. All significant matters are accompanied by the conclusion of the Compliance Service. The policy is implemented centrally and extends to subsidiaries and affiliates, where compliance officers and administrators operate.

The Company carries out:

verification of counterparties and business partners;
verification of candidates for positions with managerial and administrative functions;
conflict of interest control (including employee declarations);
control over the handling of insider information.

All contracts include an anti-corruption clause requiring the counterparty to comply with the Company’s requirements and confirm familiarity with internal documents.

The Company applies a risk-based approach to interaction with partners. Before concluding contracts, third-party due diligence is conducted using specialized software and open government information sources, including analysis of the company, beneficiaries, country of registration, and other risk factors. Based on the results, a risk level is assigned and a conclusion of the Compliance Service is prepared, which is used when deciding on cooperation. In cases of a high-risk category, entering into contractual relations is not recommended.

If signs of corruption violations are identified, the information is communicated to management and, if confirmed, is submitted to authorized government bodies in accordance with the law. Investigation results are analyzed to improve control procedures and training; anonymized cases are used in preventive training programs.

In December 2025, the Company underwent certification under the standard ST RK ISO 37001 “Anti-bribery management system”. The certificate was registered on December 26, 2025 and is valid until December 25, 2028.

During the reporting period, 3 ^A confirmed cases of corruption were recorded across the KMG Group of Companies. In all cases, disciplinary measures were applied to employees, and contractual relationships with business partners were either terminated or not renewed. No court proceedings against the Company or its employees on corruption-related grounds were reported. The Company continues to develop an anti-corruption culture, including the involvement of senior management in initiatives aimed at raising awareness among employees and business partners of anti-corruption legislation requirements and internal business ethics standards.

In 2025, anti-corruption training was completed by 6,590 ^A employees, representing 14% ^A of the total workforce (48,714 employees), including all 9 ^A members of the KMG Management Board. At the same time, 100% ^A of employees and members of the Management Board were familiarized with the Company’s anti-corruption policies.

Corporate Governance

Corporate Governance Structure

Composition of the Board of Directors

Term of Office of the Board of Directors

Independence

Procedure for Nomination and Selection of Candidates for the Board of Directors

Chairman of the Board of Directors

Role of the Board of Directors in Overseeing Impact Management

Role of the Health, Safety, Environment and Sustainable Development Committee

Key agenda items of the HSESDC in the reporting year:

Key Decisions of the Board of Directors and Oversight Results in 2025:

Conflict of Interest

Disclosure of Information on Potential Conflicts of Interest:

Notification of the Board of Directors on Critical Issues

Balance of Competencies

Development of Board Skills

Evaluation of the Activities of the Board of Directors

Remuneration