The Board of Directors and its Committees

LEADING ROLE OF THE BOARD OF DIRECTORS

The Board of Directors of the Fund is a management body accountable to the Sole Shareholder, providing strategic guidance and control over the activities of the Management Board of the Fund. Its work is based on the principles of efficiency, responsibility and observance of interests of the Sole Shareholder and the Fund.

The Board of Directors makes decisions within its remit as established by the Law on the Fund, the Code and the Charter. The Board of Directors is not authorised to consider issues within the exclusive competence of the Sole Shareholder or Management of the Fund, except for cases stipulated by the legislation. In 2024, the Board of Directors carried out its activities in strict compliance with the established requirements.

In 2024, the Board of Directors focused on medium-term planning, monitoring the implementation of major investment projects, risk management, and corporate governance, with special attention to analysing and assessing the performance of the Management Board.

The Board of Directors adheres to the principles of objectivity, transparency and independence. Decisions are made on the basis of thorough analysis, consideration of long-term prospects and assessment of possible risks. To improve the quality of management, the Board of Directors:

• strengthens corporate governance and improves internal policies;
• regularly evaluates its performance and management procedures;
• communicates effectively with Stakeholders, including the Fund's management and regulatory authorities;
• attracts independent directors with international experience in asset management, investment and corporate governance.

Members of the Board of Directors effectively fulfil their duties, contributing to the achievement of the Fund's strategic goals and sustainable development.

For more in-depth and qualitative consideration of issues, the Board of Directors has committees that provide detailed analyses and expert evaluation of key aspects of the Fund's activities.

COMPOSITION OF THE BOARD OF DIRECTORS³⁶

CHANGES IN THE COMPOSITION OF THE FUND'S BOARD OF DIRECTORS 2024–2025

WORK OF THE BOARD OF DIRECTORS IN 2024

In 2024, the Board of Directors provided strategic guidance and oversight of the Fund's activities in accordance with the established goals and objectives. The meetings considered issues aimed at ensuring sustainable development, improving management efficiency and implementing investment projects.

Meetings of the Board of Directors were held in accordance with the approved Work Plan of the Fund's Board of Directors. Meetings of the Board of Directors and its Committees were organised using in-person or absentee voting.

During 2024, the Board of Directors held 17 meetings, including 4 in-person and 13 virtual meetings. The Board considered a total of 83 issues, resulting on relevant decisions and 202 instructions.

The analysis of the Board of Directors' activities for the period from 2019 to 2024 shows an increase in the number of meetings from 10 to 17, with the maximum value recorded in 2023 (20 meetings). At the same time, there is a decrease in the average number of issues per meeting, which indicates an in-depth consideration of the issues put on the agenda. In 2024, the tendency to hold virtual meetings remained, including in connection with the flood situation in the country, which led to hold a scheduled in-person meeting in April 2024 as virtual.

PARTICIPATION IN MEETINGS OF THE BOARD OF DIRECTORS

MEASURES TAKEN BY THE BOARD OF DIRECTORS TO ACHIEVE THE STRATEGIC GOALS OF THE FUND FOR THE LONG-TERM VALUE GROWTH AND SUSTAINABLE DEVELOPMENT OF THE ORGANISATION

In 2024, the Board of Directors provided strategic management of the Fund's activities, making key decisions aimed at achieving longterm goals and improving the efficiency of asset management.

The Board of Directors reviewed important industry initiatives as part of setting objectives for the 2025–2029 mid-term period and monitoring the fulfilment of the Fund's key performance indicators for 2023 as part of the Fund's 2023–2027 Action Plan.

Special attention was paid to monitoring investment projects of the Fund's Group companies. To increase responsibility for the timely implementation of projects, starting from 2023, the key tasks for such projects are included in the Fund's system of motivational indicators with a transition to the next year.

In September 2024, the Board of Directors revised the corporate key indicator "Implementation of major investment projects" by expanding the list of projects based on Intergovernmental Agreements in accordance with the strategic plans of the Government of the Republic of Kazakhstan.

While monitoring project implementation, the Board of Directors developed recommendations and instructions, including on the issues of interaction with state authorities to minimise the risks of increasing the time or cost of projects.

The Board of Directors actively participated in the implementation of the privatisation plan under the Resolution of the Government of the Republic of Kazakhstan dated 29 December 2020 No. 908. During 2024, decisions were made on the realisation of two major assets of the Fund Group. Twice a year the Board of Directors reviewed a detailed report on the progress of the privatisation plans of the Government of the Republic of Kazakhstan within the framework of the implementation of the abovementioned decree on the results of 2023 and for the first half of 2024.

At each regular in-person meeting of the Board of Directors during 2024, the information reports of the CEO of the Fund were heard, containing information on key events, operational data on production and financial indicators, information on the support of domestic commodity producers in the procurement of the Fund's group, on the charitable activities of the group of companies and plans of the Fund. This report also provided information on the progress of work in the field of R&D development as instructed by the Fund's Board of Directors.

The Board of Directors proactively participates in discussions on issues within the risk management and internal control system and provides recommendations on the efficiency and improvement of relevant business processes. To improve the effectiveness of risk management and promptly respond to potential challenges, the Board of Directors revised its approach to reporting in December 2024. Quarterly risk reports are prepared considering up-to-date financial data at the time of their preparation and are submitted no later than one month after the end of the reporting period.

In order to improve corporate governance and bring it in line with the principles of liberalisation of the economy, stipulated by the Decree of the President of the Republic of Kazakhstan dated 8 May 2024 No. 542, the Board of Directors supported the amendments to the Corporate Governance Code of the Fund aimed at increasing the transparency of the competitive selection of independent directors, increasing their share in the composition of the Boards of Directors up to 60%, as well as ensuring non-interference of the Fund in the operational activities of portfolio companies, including personnel decisions, exercising control over the management of the Fund's portfolio companies.

In 2024, the Board of Directors reviewed and approved key reports, including a report on compliance with the principles and provisions of the Corporate Governance Code, and took note of a progress report on the implementation of the Agreement on Cooperation with the Government of the Republic of Kazakhstan.

In addition, in June 2024, the Board of Directors approved the Annual Report and the Sustainability Report 2023. The Sustainability Report has been prepared in accordance with international GRI standards and has been independently externally assured by PricewaterhouseCoopers LLP in accordance with ISAE 3000. In addition, the Sustainability Report has been verified for the first time by GRI Services with the original Content Index mark.

The most important issues considered by the Board of Directors in 2024:

FURTHER IMPROVEMENT OF THE CORPORATE GOVERNANCE EFFICIENCY FOR THE GROUP

Strengthening corporate governance is one of the main aspects for increasing the long-term value of companies. Implementation of the best global corporate governance practices will increase the level of trust in the Fund on the part of shareholders and investors, reduce the cost of borrowed capital and, as a result, increase the long-term value of the company.

In 2024, the Fund carried out a number of activities in this direction.

UPDATING THE FUND'S CORPORATE GOVERNANCE CODE

In pursuance of the Decree of the President of the Republic of Kazakhstan On Measures to Liberalise the Economy, the Decree of the Government of the Republic of Kazakhstan No.659 dated 15.08.2024 amended the Code of Corporate Governance of the Fund to improve the independence, quality and independence of corporate governance of the Fund and its subsidiaries and affiliates. In particular,

• norms on non-interference of the Fund in the operational (current) activities of the company, including personnel decisions, procurement and production processes were strengthened;
• increased the recommended number of independent directors in the Company's Board of Directors to sixty per cent of the total number of members of the Board of Directors;
• included provisions on search and selection of independent directors of the Fund, companies and organisations on a competitive basis in accordance with the procedure determined by the internal documents of the Fund;
• additional requirements for candidates for the position of a member of the Board of Directors are included.

ENSURING GENDER EQUALITY

As part of the fulfilment of the Head of State's instruction to gradually increase the share of women to 30% in the governing bodies of companies with state participation, additions were made to the Fund's Corporate Governance Code on the recommended number of women in the Boards of Directors of the Fund's portfolio companies, as well as in the executive bodies of the Fund and its portfolio companies, not less than 30% of the total number of members.

As part of this task, the Fund regularly analyses and monitors the number of women on the SB/NS of portfolio companies. The Fund and its SCs search for and select female candidates who meet the requirements established by the legislation of the Republic of Kazakhstan, the Code and the Fund's internal regulatory documents for election to the Board of Directors and Supervisory Boards of portfolio companies.

The Fund also co-operates on a regular basis with the National Commission on Women's Affairs and Family and Demographic Policy under the President of the Republic of Kazakhstan on gender equality issues. Thus, together with the National Commission, Gender Equality, a programme to increase the share of women in the governing bodies of state-owned companies, was implemented. The project was aimed at developing management skills and training women leaders to increase the proportion of women in the Board of Directors and management bodies.

The weighted average of the proportion of women in the Boards of Directors/Supervisory Boards in portfolio companies as of 31 December 2024 was 17%.

COMPOSITION OF THE BOARDS OF DIRECTORS/SUPERVISORY BOARDS OF PORTFOLIO COMPANIES

According to the Fund's Corporate Governance Code, the Boards of Directors and Supervisory Boards, as well as their committees, should have a balance of skills, experience and expertise to ensure independent, objective and effective decision-making in the interests of the Company.

Company boards of directors should ensure transparency and legality of company operations, efficiency of the executive body, fulfilment of strategies and development plans, take necessary measures to prevent corruption, and develop a risk management and internal control system.

In this regard, taking into account the goals, objectives, plans and sectoral directions of the Fund's companies, in accordance with the requirements of the legislation of Kazakhstan, the Code of Corporate Governance of the Fund and internal regulatory documents of the Fund, the work on qualitative renewal of the professional composition of the Boards of Directors and Supervisory Boards in the portfolio companies of the Fund is systematically carried out.

This work includes analysing the market and searching for potential candidates for the Boards of Directors and Supervisory Boards, making a list of documents, conducting meetings/interviews, verifying data for compliance with the established requirements, coordinating candidates with stakeholders, preparing and ensuring that the relevant corporate decisions are taken by authorised bodies of the portfolio companies.

As a result, the composition of the Boards of Directors and Supervisory Boards is enhanced, the levels of sectoral expertise increases, and the gender component improves.

In 2024, the composition of the Boards of Directors and Supervisory Boards of the Fund's portfolio companies was renewed by attracting the best experts with relevant industry expertise and work experience, which is especially important in the framework of the ongoing IPO/SPO of the Fund's large companies. As a result, this has strengthened the Boards of Directors and Supervisory Boards of the Fund's portfolio companies and brought in new competences.

ENSURING TRANSPARENCY AND DISCLOSURE OF INFORMATION

The Fund discloses information in accordance with the requirements of the legislation of the Republic of Kazakhstan, in particular the Law of the Republic of Kazakhstan On Joint Stock Companies, the Law of the Republic of Kazakhstan On Sovereign Wealth Fund, the Law of the Republic of Kazakhstan On Securities Market, the Law of the Republic of Kazakhstan On Access to Information and other regulatory legal acts, as well as the Fund's Corporate Governance Code and the Fund's internal documents on disclosure and safekeeping of the Fund's information.

In order to fully exercise the rights of the Sole Shareholder to receive information in accordance with the procedure determined by the legislation of the Republic of Kazakhstan and the Charter of the Fund, to ensure transparency of important aspects of the Fund's activities for stakeholders, to confirm the Fund's readiness to follow the standards of good corporate governance, to form and maintain a positive image of the Fund, the Information Disclosure Policy of Samruk-Kazyna JSC was approved by the decision of the Board of Directors of the Fund No. 131 dated 29 June 2016.

INTERNATIONAL CO-OPERATION IN THE FIELD OF CORPORATE GOVERNANCE

The OECD Survey of Corporate Governance of State-Owned Enterprises in Kazakhstan 2024 indicated a favourable conclusion that the Fund's corporate governance is in line with general OECD principles and approaches.

In particular, the review states that according to the World Bank, the Sovereign Wealth Fund Law and its policies, standards, rules and regulations apply to all companies in the Fund, with most of these policies and practices in line with good international practice.

The review states that the Code of Corporate Governance of Samruk-Kazyna JSC is one of the significant achievements, as it is aimed at increasing transparency and accountability, ensuring respect for human rights and environmental protection, as well as provides for the development of action plans in the field of sustainable development.

OECD recommendations are accepted as one of the main sources of corporate governance development. As part of consistent work to improve internal processes, taking into account the findings and recommendations set out in previous reports, the Fund has developed and amended the Code, making it more comprehensive and structured. At the same time, the Code is aligned with international best practice in corporate governance, including the provisions of the UK Corporate Governance Code and OECD principles. The integrated approach based on the synergy of international practices, conclusions and recommendations is aimed at sustainable improvement of corporate governance in the Fund and the Group of Companies.

KEY PLANS FOR 2025

• Monitoring updating of the corporate governance codes in portfolio companies, taking into account the provisions of the Fund's Code.
• As part of the fulfilment of the Head of State's instruction to bring the share of women in the governing bodies of companies with state participation to at least 30%, work was intensified to create a pool of female candidates in order to increase the share of women in the Boards of Directors/Supervisory Boards of portfolio companies.
• Monitoring corporate governance at portfolio companies, including by reviewing reports on the implementation of Corporate Governance Plans and ESG Plans.
• In order to further improve the efficiency of the Boards of Directors/Supervisory Boards of the portfolio companies, update the composition of the Boards of Directors/ Supervisory Boards of the portfolio companies in accordance with the requirements of the legislation of the Republic of Kazakhstan, the Corporate Governance Code and internal regulatory documents of the Fund.

EVALUATION OF THE BOARD OF DIRECTORS' PERFORMANCE

The performance of the Fund’s Board of Directors is evaluated in accordance with the Regulations on Evaluation of the Performance of the Board of Directors, Committees of the Board of Directors, Chairman and Members of the Board of Directors of Samruk-Kazyna JSC, approved by the decision of the Board of Directors of the Fund dated 14 December 2020 No.181.

In 2023, this Regulation was approved in a new version due to the entry of the Prime Minister of the Republic of Kazakhstan into the Fund's Board of Directors, which required the addition to the Regulation of norms establishing the procedure for assessing the performance of the Board of Directors, if the Chairman of the Board of Directors is the Prime Minister of the Republic of Kazakhstan ex officio.

In 2024, under the guidance of the Chairman of the Board of Directors, the performance of the Fund's Board of Directors was assessed by questioning the members of the Board of Directors, its Committees and the Corporate Secretary Service in the form of self-assessment. In general, the members of the Board of Directors positively assessed the work of the Board of Directors, noting that the Board of Directors fully understands the mission, vision, strategic directions, goals and key objectives, challenges and values of the Fund and takes all of the above into account when making decisions on key issues.