Report on the activities of the Board of Directors

GRI 2-12, 2-13

According to the Company’s Charter, the Board of Directors defines the directions of the Company’s activities and approves development strategies, including setting goals, objectives, projects, and performance indicators. In the process of 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 by the Board of Directors on a quarterly basis through reviews of reports on strategy implementation, occupational safety, labor protection and environmental performance, and risk management.

The election of members of the Board of Directors is carried out by the General meeting of shareholders through clear and transparent procedures, taking into account the competencies, skills, achievements, business reputation, and professional experience of the candidates. In accordance with the Corporate governance code and the Company’s internal documents, sufficient diversity must be ensured on the Board of Directors, eliminating all forms of harassment or discrimination based on gender, language, race, nationality, religion, sexual orientation, or gender identity, in order to enhance long-term value in line with ESG principles. The recommended proportion of women on the Board of Directors is at least thirty percent of the total number of Board members.

When re-electing individual Board of Directors members or the entire for a new term, their contribution to the effectiveness of the Board of Directors is taken into consideration.

Independent directors are elected to the Board of Directors who possess sufficient professionalism and independence to make objective and independent 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 may not be elected to the Board of Directors for more than nine (9) consecutive years. In exceptional cases, a term exceeding nine (9) years is permitted, provided that such an independent director is elected annually with a detailed explanation of the need for their continued election and the impact of this factor on their decision-making independence.

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

GRI 2-14

Members of the Board of Directors of KEGOC JSC bear responsibility, as established by the laws of the Republic of Kazakhstan, to the Company and its shareholders for damage 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.”

GRI 2-10

By the resolution of the Annual General meeting of shareholders dated May 2, 2024 (Minutes No. 35), the composition of the Board of Directors was elected for a term of three years in accordance with the Rules for the formation of the Board of Directors, Determination of remuneration and reimbursement of expenses of members of the Board of Directors of KEGOC JSC, taking into account 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;
• Marat Dulkairov — Member of the Board of Directors, Independent Director;
• Damir Suyentayev — Member of the Board of Directors, Independent Director;
• Kanysh Moldabayev — Member of the Board of Directors, representative of Samruk-Kazyna JSC;
• Almat Zhamiev — Member of the Board of Directors, representative of Samruk-Kazyna JSC;
• Nabi Aitzhanov — Member of the Board of Directors, Chairman of the Management Board of KEGOC JSC.

By resolution of the Annual General Meeting of Shareholders of KEGOC JSC dated May 2, 2024 (Minutes No. 35):

• The powers of Board member Almat Zhamiev, representative of Samruk-Kazyna JSC, were terminated early;
• Miras Kiyakov was elected to the Board of Directors of KEGOC JSC as a representative of Samruk-Kazyna JSC.

As of December 31, 2024, the Board of Directors consists of seven (7) members. The Management Board of the Company consists of five (5) members.

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 practice, the number of members of the Board of Directors should be 7-11 persons. At least 30% but not more than 50% of the Company’s Board of Directors should be independent directors.

Upon election, independent directors sign statements on their independence that comply with the requirements for independent directors established by law and the Company’s internal policies, confirming that they:

• are not affiliated persons³ 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.

³ affiliated persons — individuals or legal entities (except for state bodies exercising control and supervisory functions within the scope of powers granted to them) that have the ability to directly and (or) indirectly determine decisions and (or) influence decisions made by each other (one of the persons), including by virtue of a concluded transaction.

In accordance with the legislation of the Republic of Kazakhstan affiliated persons include:
- major shareholders, founders or participants;
- officials of organizations;
- close relatives;
- legal entities controlled by a major shareholder of a JSC, founder or participant of an LLP;
- subsidiary organizations, etc.

The Corporate governance code and the documents regulating the activities of the Company’s Board of Directors establish mandatory attendance requirements for Board of Directors meetings, as well as the obligation of the Board of Directors to recommend to the General meeting of shareholders the early termination of a Board of Directors member’s powers if they attend less than 50% of the meetings during the reporting year and submit ballots for fewer than 50% of the issues put to absentee voting.

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

• Audit committee;
• Nomination and remuneration committee;
• Strategy, corporate governance and sustainable development committee.

Audit committee

GRI 2-9, 2-10, 2-13

The activities of the Committee are regulated by the Regulations on the Audit Committee approved by the decision of the Board of Directors of KEGOC JSC dated 30 November 2018 (Minutes No. 12).

The Committee is fully accountable to the Board of Directors. The members of the Committee are elected by the Board of Directors, the Chairman of the Committee is an independent director, and the Committee also includes a non-voting expert who provides recommendations to the Committee based on the policies and vision of Samruk-Kazyna JSC as a major shareholder of the Company.

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

The Audit Committee consists of three independent directors and one expert (non-voting).

As of 1 January 2024, the Committee included the following members:

• 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 Myrzatay — Expert (non-voting).

In accordance with the decision of the Board of Directors dated 6 September 2024 (Minutes No. 9), changes were made to the composition of the Committee.

As of 31 December 2024, the Committee included the following members:

• Damir Suyentayev — Chairman of the Committee, Independent Director;
• Nurlan Akhanzaripov — Committee member, Senior Independent Director;
• Marat Dulkairov — Committee member, Independent Director;
• Manar Orazov — Expert (non-voting).

GRI 2-13

In 2024, the Committee held 11 in-person meetings, at which 63 issues were considered.

The Committee provided the Board of Directors with recommendations on matters of internal control and risk management, financial reporting, including meetings with representatives of the external auditor responsible for auditing the financial statements of KEGOC JSC, activities of the Internal Audit Service and the Compliance Service, as well as other matters, including those related to the approval of interested party transactions and major transactions.

During 2024, three meetings were held with representatives of the external auditor RSM Qazaqstan LLP, where reports were reviewed on the results of interim procedures for the audit of the consolidated financial statements for 2023, the audit results of the consolidated financial statements for 2023, and the audit results of the interim consolidated financial statements for the first six months of 2023, including matters related to the confirmation of the external auditor’s independence.

In addition, during 2024, Committee members participated in meetings of the Selection Commission for identifying a candidate for the vacant position of Head of the Compliance Service of KEGOC JSC, as well as the Commission for determining the strategy and implementation of the unified procedure for selecting an audit organization to provide financial audit services for the KEGOC JSC group of companies.

Issues considered at Audit committee meetings in 2024, %

Nomination and remuneration committee

GRI 2-9, 2-10, 2-13

The activities of the Committee are regulated by the Regulations on the Nomination and Remuneration Committee. The Committee is fully accountable to the Board of Directors.

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

As of 1 January 2024, the Committee included the following members:

• Nurlan Akhanzaripov — Chairman of the Committee, Lead Independent Director;
• Damir Suyentayev — Committee member, Independent Director;
• Almat Zhamiev — Committee member, Representative of Samruk-Kazyna JSC;
• Syrym Tyutebaev — Expert (non-voting).

In accordance with the decisions of the Board of Directors dated 21 May 2024 (Minutes No. 5), changes and additions were made to the Committee’s composition.

As of 31 December 2024, the Committee included the following members:

• Nurlan Akhanzaripov — Chairman of the Committee, Senior Independent Director;
• Damir Suyentayev — Committee member, Independent Director;
• Miras Kiyakov — Committee member, Representative of Samruk-Kazyna JSC;
• Syrym Tyutebaev — Expert (non-voting).

GRI 2-13

In 2024, the Committee held 10 in-person meetings, at which 48 issues were considered.

During the reporting period, the Committee provided the Board of Directors with recommendations on the appointment/election of candidates to the Board of Directors and the position of Corporate Secretary; approval of the Company’s organizational structure; implementation of the Management Pool; review of key performance indicators of the Management Board members and the target map for the Corporate Secretary and Ombudsperson; salary structure of the Management Board, Ombudsperson, and Corporate Secretary; approval of the Training Plan for the Board of Directors, and other matters.

No deviations by the Board of Directors from individual proposals/recommendations of the Committee were recorded in the course of reviewing issues in 2024.

Issues considered at NRC meetings in 2024, %

Strategy, corporate governance and sustainable development committee

GRI 2-9, 2-10, 2-13

The activities of the Committee are regulated by the Regulations on the Strategy, Corporate Governance and Sustainable Development Committee. The Committee is fully accountable to the Board of Directors. The Committee is chaired by an independent director.

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

As of 31 December 2024, the Committee included the following members:

• Kanysh Moldabayev — Chairman of the Committee, Representative of Samruk-Kazyna JSC;
• Nurlan Akhanzaripov — Committee member, Senior Independent Director;
• Marat Dulkairov — Committee member, Independent Director;
• Syrym Tyutebaev — Expert (non-voting).

GRI 2-13

During the reporting period, the Committee held 9 in-person meetings, at which 27 issues were considered.

During the reporting period, the Committee provided the Board of Directors with recommendations on the updated version of the Development Plan (Strategy); Action Plan (Business Plan), its monitoring and implementation report; reports on the implementation of action plans to improve ESG principles; the new version of the KEGOC JSC Corporate Governance Code; implementation of major investment projects; occupational health and safety, labor protection, and environmental issues; disclosure report of KEGOC JSC; KEGOC JSC’s participation in the establishment of a legal entity in the Republic of Azerbaijan within the framework of the green energy development and transmission project between the Republic of Azerbaijan, the Republic of Kazakhstan, and the Republic of Uzbekistan; and other matters.

No deviations by the Board of Directors from individual proposals/recommendations of the Committee were recorded in the course of reviewing issues in 2024.

Issues considered at meetings of the Strategy, corporate governance and sustainable development committee in 2024, %

In 2024, the members of the Board of Directors of KEGOC JSC participated in a number of events aimed at enhancing their professional competence and managerial skills:

1. On 28 February 2024, Board members participated in the Corporate governance forum “Development paths in a new world”, Moscow, Russian Federation.
2. On 28 March 2024, Board members attended the official launch of Chapter Zero Kazakhstan in the Trading Hall conference room of the AIFC.
3. On 27 April 2024, a Strategic Session was held in Almaty with the participation of Board members, the Management Board, and Managing Directors of KEGOC JSC.
4. On 2 May 2024, Board of Directors members participated in the Annual General Meeting of Shareholders of KEGOC JSC.
5. On 24 June 2024, a training was held in Almaty for Board of Directors members on the topics “Climate Risk Management” and “Application of Artificial Intelligence in a Power Grid Company”.
6. On 27 June 2024, a training was conducted for Board of Directors members on the topic: “ESG: New International and Kazakhstani Regulatory Requirements. Responsibilities and Obligations”.
7. On 15 October 2024, Board of Directors members participated in a webinar: “Key Trends in Adapting Various Business Sectors to Climate Change”.
8. On 7 November 2024, Board of Directors members took part in the National Forum “Corporate Governance — The Imperative of Economic Liberalization in the Republic of Kazakhstan”.
9. On 19 November 2024, Board of Directors members attended “KEGOC JSC Issuer Day” in Astana at the AIX platform.
10. On 21 November 2024, Board of Directors members attended “KEGOC JSC Issuer Day” in Almaty at the KASE platform.