Nomination and selection procedure

Candidates for the Board of Directors – including independent directors – are identified and selected on the basis of objective criteria, with due regard for the need to ensure diversity of composition. The process upholds the principles of transparency, impartiality, and meritocracy, in the manner established by the Corporate Governance Code of KMG, the Regulations on the Board of Directors, and the relevant documents of Samruk‑Kazyna applicable to KMG.

Members of the Board of Directors may be elected from among the Company’s shareholders who are individuals, individuals nominated (recommended) as representatives of shareholders, and other individuals who are not the Company’s shareholders and are not nominated (recommended) as representatives of shareholders. Candidates to the Board of Directors are expected to possess the knowledge, skills and experience required for the Board of Directors to perform its functions and support the creation of KMG’s long‑term business value and sustainable growth, and must have an impeccable business and personal reputation.

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

Independent directors are selected in accordance with KMG’s Charter, Corporate Governance Code, Regulations on the Board of Directors, and the Guidelines on Forming Boards of Directors / Supervisory Boards at Companies of Samruk‑Kazyna.

In accordance with corporate regulations and the laws of Kazakhstan, the Chairman of the Management Board may not be elected Chairman of the Board of Directors.