General Meeting of Shareholders

The General Meeting of Shareholders is the supreme body in the Company’s corporate governance structure. The General Meeting of Shareholders scope of competencies and meeting convocation, holding and summarising procedures are set forth in laws of the Republic of Kazakhstan and the Company’s Charter. General Meetings of Shareholders can be annual and extraordinary. The Annual General Meeting of Shareholders is convened by the Board of Directors or may be convened and held on the basis of a court decision following a claim of any stakeholder, if the Company’s governing bodies violate the procedure established for convening the Annual General Meeting of Shareholders. An Extraordinary General Meeting of Shareholders may be convened by the Board of Directors or a major shareholder of KMG, or alternatively, through a court decision following a claim by a major shareholder of KMG when the Company’s governing bodies fail to fulfil the shareholder’s request to hold an Extraordinary General Meeting of Shareholders.

The meeting’s agenda is set by the Board of Directors and presents a comprehensive list of explicitly stated matters for discussion.

In 2025, KMG held four General Meetings of Shareholders: one annual and three extraordinary.

The annual General Meeting considered four items, including amendments to the Regulations on the Board of Directors. These brought the document into conformity with the Code, incorporated provisions arising from Board instructions – including those concerning the functions of the senior independent director – and established procedures for interaction between the Board of Directors and major shareholders, in particular the National Bank of Kazakhstan. The Annual General Meeting of Shareholders addressed the approval of KMG’s consolidated and standalone annual financial statements for 2024, discussed KMG’s 2024 net profit distribution procedure and dividend per ordinary share, and reviewed shareholder submissions regarding KMG’s and its officials’ actions during the year.

The extraordinary General Meetings of Shareholders considered six items, including:

1. amendments to the KMG Charter implementing a directive of the Supreme Audit Chamber of the Republic of Kazakhstan following the state audit of KMG (No. 6‑2‑N‑kbp dated 17 April 2025), together with editorial amendments to clarify terminology and certain Charter provisions;
2. approval of the revised edition of the Code, bringing it into conformity with the updated Corporate Governance Code of Samruk‑Kazyna;
3. approval of the revised edition of the Regulations on the General Meeting of Shareholders, introducing amendments to establish a proper procedure for collecting and counting absentee votes at General Meetings of Shareholders, setting out the procedures for conducting the meeting, and bringing the document into conformity with the Law of the Republic of Kazakhstan No. 415‑II On Joint Stock Companies dated 13 May 2003 and the Company’s Charter;
4. a change in the composition of the KMG Board of Directors: with effect from 27 March 2025, the powers of Samruk‑Kazyna representative Yernat Berdigulov as Chairman were terminated early; and with effect from 5 May 2025, Samruk‑Kazyna representative Nurlan Zhakupov was elected Chairman of the KMG Board of Directors for a term running until the expiry of the Board’s current term of office.

The item concerning changes to the composition of the Counting Commission of the General Meeting of Shareholders was considered on two occasions.

In 2025, no arrangements were in place (whether with KMG shareholders or other parties) to waive or refrain from collecting dividends on KMG shares. All decisions on the distribution of net profit and the payment of dividends were made in the prescribed manner at KMG’s General Meeting of Shareholders.