Management Board performance report for 2025

The Management Board’s activities are regulated by the Law of the Republic of Kazakhstan On Joint Stock Companies, with due consideration of the specifics established by the Law of the Republic of Kazakhstan for the Sovereign Wealth Fund, KMG’s Charter, and the Regulations on the Management Board. The Management Board may pass resolutions on any matters relating to KMG’s operations not referred by regulations of the Republic of Kazakhstan and KMG’s Charter to the remit of KMG’s other bodies and officials. KMG’s Management Board is headed by the Chairman of the Management Board appointed (elected) by the General Meeting of Shareholders. KMG’s Board of Directors is responsible for electing other members of the Management Board.

Key focus areas within the remit of the Management Board include:

  • implementing KMG’s Development Strategy and KMG’s Development Plan;
  • carrying out KMG’s day‑to‑day financial and business operations, including execution of the business plan and implementation of investment projects;
  • implementing sustainability efforts at KMG and its subsidiaries and associates;
  • monitoring any conflicts of interest and corporate conflicts and contributing to their settlement;
  • passing resolutions on matters related to activities of KMG’s subsidiaries and associates, other than those reserved exclusively to KMG’s Board of Directors pursuant to KMG’s Charter;
  • increasing KMG’s liabilities and acquiring or disposing of property in line with the established materiality threshold.

KMG’s Management Board is formed by the Board of Directors based on proposals of the Chairman of the Management Board. As of 31 December 2025, the Management Board comprised nine key executives of KMG. Meetings of the Management Board are held in person and in absentia and are convened as necessary.

In 2025, the Management Board passed 527 resolutions (100%) at in‑person meetings, with 53 minutes of meetings of the Management Board issued.

147 out of all matters addressed in the Management Board resolutions passed at in‑person meetings in 2025 were submitted to KMG’s Board of Directors in accordance with the established procedure.

Matters submitted to KMG’s Board of Directors
527 resolutions
adopted by KMG’s Management Board in 2025
53 minutes
of meetings of the Management Board issued

85 of those matters pertained to:

  • draft documents or amendments and additions to existing internal documents, as well as issue by KMG of a bond to Samruk‑Kazyna;
  • preliminary approval of KMG’s consolidated annual financial statements for 2024;
  • conclusion by KMG of the joint venture agreement under the Zhylyoi project between KMG and CNOOC HONG KONG HOLDING LIMITED and the hydrocarbon exploration and production contract for the complex subsoil area of the Zhylyoi block;
  • conclusion by KMG of the joint venture agreement under the Berezovsky project between KMG and Sinopec International Energy Investment Holdings Netherlands B.V. and the hydrocarbon exploration and production contract for the complex subsoil area of the Berezovsky block;
  • approval of the consolidated Development Plan of KMG for 2025–2029 (taking into account changes in macroeconomic indicators) and for 2026–2030;
  • approval of the road map for the implementation of practical solutions in artificial intelligence in the production processes of KMG;
  • gratuitous disposal by Ak Su KMG LLP of a 100% stake in the authorised capital of Kenderly Desalination Plant LLP to the Mangistau Region for municipal ownership, etc.

In line with the remit of the Board of Directors covering the matters reserved exclusively to the General Meetings of Shareholders (Participants) of subsidiaries and associates, six resolutions of KMG’s Management Board were passed to address various aspects of activities in:

  • KMG Engineering LLP (3);
  • KMG Karachaganak LLP (1).
  • JSC KazTransOil (1);
  • NMSC Kazmortransflot LLP (1).

In the reporting period, the Management Board also submitted for the consideration of the Board of Directors 23 matters regarding KMG’s entering into interested‑party transactions.

In 2025, 14 matters were passed on for the consideration of KMG’s Board of Directors that concerned the approval of investment projects and transactions of KMG and its subsidiaries and associates with a value exceeding USD 200,000,000 (two hundred million) denominated in KZT at the exchange rate set in the macroeconomic forecast (baseline scenario) for the relevant period.

In accordance with the Corporate Standard of Investment Activity of JSC Samruk‑Kazyna and legal entities in which Samruk‑Kazyna, directly or indirectly, holds more than 50% of voting stock (equity stake) as approved by Resolution of Samruk‑Kazyna’s Management Board (Minutes No. 09/20 dated 17 March 2020), the Management Board resolved to submit one matter for the consideration of Samruk‑Kazyna’s Strategic Investment Committee and six matters for subsequent consideration of KMG’s Board of Directors.

In addition, the Management Board approved and submitted for the consideration of the Board of Directors 13 reports, including:

  • the 2024 Progress Report on the Development Strategy of KMG for 2022–2031;
  • report on interested‑party transactions approved by the Management Board of KMG in 4Q 2024;
  • KMG’s key risk report for 4Q 2024;
  • report on interested‑party transactions approved by the Management Board of KMG in 1Q, 2Q and 3Q 2025;
  • the 2024 Sustainability Report of KMG;
  • the 2024 Progress Report on KMG’s Consolidated Development Plan for 2024–2028;
  • the 1H 2025 Progress Report on the Development Strategy of KMG for 2022–2031;
  • KMG’s key risk report for 1Q (twice), 2Q and 3Q 2025.

In accordance with the Rules on the Transactions between Samruk‑Kazyna Group Entities that Fall within the Special Requirements Established by the Law of the Republic of Kazakhstan On Joint Stock Companies, in 2025 the Management Board passed 59 resolutions on KMG’s interested‑party transactions.

Within the remit covering the matters reserved exclusively to the General Meetings of Shareholders (Participants) of subsidiaries and associates, as part of its responsibility to determine the Company’s voting position at the General Meetings of Shareholders (Participants), the Management Board passed:

12 resolutions passed as a shareholder/trustor of:
121 resolutions passed to determine KMG’s position as a participant / trustee manager of a stake in the authorised capital of:
18 resolutions passed as the sole shareholder / the holder of 100% of voting shares in KMG’s subsidiaries:
165 resolutions passed as the sole shareholder / the sole founder / the holder of a 100% stake in KMG’s subsidiaries:

During the reporting period, the KMG Management Board passed 13 resolutions on transactions amounting to up to 10% of KMG’s equity.

In accordance with the Rules for Planning, Review and Pre‑Approval of Charitable Support (Charitable Projects) by Samruk‑Kazyna Group Entities approved by the Management Board of Samruk‑Kazyna on 30 June 2022 (Minutes No. 36/22), the Management Board of KMG adopted three resolutions to offer charitable assistance, including to the Samruk‑Kazyna Trust Corporate Foundation, Alash Armany Foundation, and ULAN PLUS Foundation.

In 2025, the Management Board also approved:

  • KMG’s Dividend Policy for Subsidiaries and Associates;
  • Youth Policy of KMG and its Subsidiaries and Associates;
  • 6 regulations;
  • 15 rules;
  • staff list of KMG and staff list of the KMG Representative Office in Aktau;
  • KMG’s action plan to implement the 2060 Low‑Carbon Development Programme;
  • the adjusted business plan of KMG for 2025–2029 (four times);
  • the adjusted budget of KMG for 2025 (seven times);
  • the business plan of KMG for 2026–2030;
  • the budget of KMG for 2026;
  • the activity plan for the Management Board of KMG for 2026;
  • the salary grid for executives and administrative employees of KMG, as well as the salary grid for employees of the KMG Representative Office in Aktau;
  • base tariffs for 2025 at selected entities of KMG Group, etc.

In addition, the Management Board passed 27 resolutions to amend some of KMG’s internal documents. The Management Board also adopted six resolutions to reallocate the budget of KMG for 2025.