Board activities during 2025

In 2025, the Board of Directors held 23 meetings and reviewed 254 matters.

In 2025, the Board of Directors placed particular focus on ensuring financial stability, overseeing investment project management and sustainability issues, internal audit and risk management, developing management KPIs, as well as safety and well‑being of employees.

Throughout the year, the Board regularly received information on key risks and their potential impact on the Company’s strategy and business plans, and took appropriate steps to make sure that the risk management and internal control system conforms to the principles defined by the Board, is functioning effectively, and reflects best practices.

Breakdown by committee:

• Nomination and Remuneration Committee (NRC): 16 meetings, 100 matters;
• Strategy and Portfolio Management Committee (SPMC): 12 meetings, 122 matters;
• Health, Safety, Environment and Sustainable Development Committee (HSE&SD): 9 meetings, 61 matters;
• Audit Committee (AC): 19 meetings, 168 matters.

During the reporting year, a number of critically important operational challenges facing KMG were brought before the Board of Directors. Among the issues reviewed at Board meetings were: sanctions risks (in particular in relation to the Kalamkas‑Sea–Khazar project), work‑related injury risks (including the situation at Ozenmunaigas), the risk of cost overruns and delayed implementation of major investment projects (at Pavlodar Refinery), and tax claims against KMG International. In total, 254 items were considered by the Board of Directors in 2025, of which a significant proportion (approximately 10 to 15) were directly related to analysing these critical challenges and identifying solutions.

Strategic session in 2025

On 2 July 2024, the Board of Directors held a scheduled session in person with the participation of the Chairman and members of the Board, the KMG Management Board, and invited external international experts in energy markets and strategic consulting.

Key areas and topics addressed at the session:

1. Analysis of the external environment and global trends. Keynote presentations were delivered by Bob Fryklund, Vice President and Chief Strategist, Upstream Energy Group at S&P Global Commodity Insights, and Simon Schjodt, Senior Partner and Head of the London office of Rystad Energy. Discussions covered the impact of the geopolitical situation on global energy markets, oil and gas demand and price forecasts, leading international oil and gas companies’ strategies on capital allocation and decarbonisation, and the transformative potential of artificial intelligence in the industry.
2. Continued relevance of the current Strategy. Board members and KMG management conducted a comprehensive review of the Company’s strategic focus in light of changes in the external and internal environment since 2021, including entry into the petrochemical business, the divestment of the gas transportation asset, and the global energy transition.
3. Strategy implementation status by key area:

• Major oil and gas projects: the current state and outlook for the Tengiz, Kashagan, and Karachaganak projects were reviewed in detail.
• Petrochemicals: progress updates on the Polyethylene, Gas Separation Unit, Urea, and Polyethylene Terephthalate projects were presented, with particular focus on the timelines for concluding EPC contracts, the attraction of strategic partners, and the development of the domestic polymer products market.
• Financial resilience: the trajectory of the Company’s debt burden and forecast net debt / EBITDA ratios were analysed in the context of the forthcoming large‑scale investment programme.
• Digitalisation and artificial intelligence: a portfolio of AI implementation projects was presented, including systems for production optimisation (Waterflood Management), predictive equipment analytics, safety monitoring (TUMAR automated intelligent system), and business process efficiency enhancements (AI assistants).

Key recommendations and outcomes of the session:

1. The continued relevance of the Strategy was confirmed.
2. KMG management was instructed to:

• strengthen oversight of the Company’s financial resilience;
• develop cooperation in the field of artificial intelligence;
• intensify work on petrochemical projects.

The conclusions and instructions from the strategic session were incorporated into the updated investment project road maps and KMG’s budgeting process for 2026.

Board of Directors’ meeting on sustainability

On 4 December 2025, as part of a scheduled Board meeting, two sustainability matters were considered:

• sustainability system and progress against the Low‑Carbon Development Programme;
• measures to improve occupational safety across KMG Group and contractors, aimed at preventing injuries and ensuring compliance with KMG corporate requirements and standards.

Follow‑up on KMG’s key matters

To oversee the implementation of KMG’s strategic initiatives and ensure timely corrective actions while keeping abreast of any critical issues that arise, the Board of Directors regularly considered the following during 2025:

• reports by the Chairman of KMG’s Management Board on key changes in KMG’s operations;
• information on KMG’s HSE activities;
• updates on KMG’s interim financial and operating results;
• reports on interested‑party transactions entered into by resolution of KMG’s Management Board;
• progress on the implementation of KMG’s strategy, KPIs achievement, and investment projects;
• follow‑up report on KMG’s consolidated Development Plan;
• reports on cyber security activities across KMG Group;
• reports on key risks and financial risks;
• reports by Board committee chairs;
• reports on the implementation of Board instructions/resolutions, and information on the discipline of interaction with the Board;
• performance reports submitted by units reporting to the Board of Directors.

Taking into account that KMG strives to adhere to best practices in corporate governance and recognises high corporate governance standards and transparency as key drivers of investment appeal and operational efficiency, boosting confidence among potential investors, counterparties, and other stakeholders, mitigating the risk of inefficient use of corporate resources and increasing KMG’s market value and wealth, the Board of Directors maintained vigilant oversight over corporate governance practices throughout 2025. Accordingly, the KMG Board of Directors actively oversaw the effectiveness of corporate governance practices throughout 2025, reviewed the results of the Corporate Governance Improvement Plan for KMG in 2024–2025, and issued corresponding instructions to management.

According to the Company’s Charter, the Board of Directors is a governing body accountable to the General Meeting of Shareholders, responsible for the overall governance of the Company’s activities and oversight of the activities of the collective executive body, namely, the Management Board. Through regular meetings and a clearly established procedure for interaction between the Board of Directors and the Management Board, the Company ensures that members of the Board of Directors are aligned with and promptly informed of the strategic vision of major shareholders.

In 2025, the Board of Directors was actively involved in the Company’s activities, including through prompt decision‑making on matters essential for the Company’s operations, while also providing KMG’s management with directives and recommendations aimed at enhancing the efficiency of KMG’s processes and projects.