Governing Bodies

100% of the shares of "Samruk-Energy" JSC are owned by the Sole Shareholder – "Samruk-Kazyna" JSC. Information on the Fund's activities is available on its official website (www.sk.kz).

Interaction with the Sole Shareholder is carried out on the principles of corporate ethics, transparency and accountability in strict compliance with the requirements of the law. The Company ensures the implementation of all legal rights of the shareholder and the protection of his interests.

The management functions of the shareholder are implemented through the definition of strategic guidelines, key areas of activity and long-term priorities for the development of the Company. The powers and responsibilities of the shareholder are enshrined in the Charter of "Samruk-Energy" JSC. In its activities, the Company consistently takes into account the position of the shareholder, ensuring sustainable development and growth of long-term value.

The main rights of the Sole Shareholder include

• Obtaining timely information sufficient to make a decision, in accordance with the requirements of the legislation of the Republic of Kazakhstan, the Charter and internal regulations of the Company in the field of information disclosure
• Participation in voting on issues within its competence
• Participation in determining the number of members and term of office of the Board of Directors, approval of the procedure for remuneration of its members, as well as making decisions on the early termination of their powers
• Receiving dividends in accordance with the approved and transparent dividend policy.
• In the reporting period, the Sole Shareholder reviewed key decisions, including
• On approval of the annual financial statements of "Samruk-Energy" JSC for 2024
• Procedure for distribution of net income of "Samruk-Energy" JSC for 2024 and the amount of dividends per one ordinary share of "Samruk-Energy" JSC
• Appeals of the Sole Shareholder of "Samruk-Energy" JSC on the actions of "Samruk-Energy" JSC and its officials and the results of their consideration for 2024
• Election of the Board of Directors of "Samruk-Energy" JSC.

GRI 2–9

The Board of Directors is responsible for the strategic management of the Company, ensuring sustainable development and improving the long-term efficiency of operations. Governing bodies make informed and informed decisions, focusing on the interests of all stakeholders and observing the principles of sustainable development.

The Board of Directors ensures effective control over the activities of the executive body. In accordance with the Charter, the Board of Directors focuses its work on the following key areas

• Definition of the Development Strategy and integration of ESG goals into business processes
• Establishment and regular monitoring of key performance indicators
• Organisation of the risk management system and ensuring proper internal control
• Approval and control of the implementation of major investment and strategic projects
• Appointment, remuneration and evaluation of the work of the Company's management
• Corporate Governance and Ethics
• Compliance with the provisions of the Corporate Governance Code and internal regulations.
• In their activities, members of the Board of Directors are guided by the following principles
• To act strictly within the powers defined by the Company's Articles of Association
• To devote sufficient time to meetings and preparations for them. Participation in no more than four boards of directors and chairmanship of a maximum of two of them is allowed (subject to the approval of the Board of Directors)
• Ensure the growth of long-term value and sustainable development of the Company, making decisions taking into account their impact on society, the environment, reputation and the interests of all stakeholders
• Maintain high standards of business ethics and set a personal example for employees
• Avoid conflicts of interest and do not participate in discussions where personal interest is possible
• To act professionally and prudently, constantly improving qualifications in corporate governance, finance, risk management and sustainable development, as well as regularly visiting key facilities and interacting with personnel.

In 2025, the duties of the Chairman of the Board of Directors were assigned to the representative of the Shareholder Nikolay Yuryevich Kazutin. The functions of the senior independent director were assigned to Kashkinbekov Arman Kairberlievich.

In the reporting period, the Board of Directors was strengthened by the election of representatives of the Shareholder A. Ogai and K. Moldabayev, who have significant expertise in the field of energy and strategic planning.

During 2025, the Company's Board of Directors included seven members, including three independent directors A. Kashkinbekov, A. Zhubaev and G. Atamkulova. Independent directors have extensive professional experience in the fields of finance, accounting, audit, engineering, strategic management and the development of traditional and green energy, including ESG areas.

The current composition of the Board of Directors of "Samruk-Energy" JSC is characterised by a balance in terms of industry expertise, skills, international relations, degree of independence, and also ensures gender diversity.

Members of the Board of Directors do not own shares in the Company, subsidiaries and affiliates, as well as shares in suppliers or competitors, which helps to maintain a high level of independence and eliminate conflicts of interest.

In 2025, the share of women on the Board of Directors reached 14% and the Company continues to strive to further increase their representation in the governing body.

GRI 2-9, 2-10

The procedure for the activities and competencies of the Board of Directors, as well as the rights and obligations of its members are set out in the Company's Charter and the Regulations on the Board of Directors. The composition of the Board of Directors, including the search and selection of candidates, is carried out in advance, before the end of the term of office of both the entire Board and its individual members.

Members of the Board of Directors are elected by the General Meeting of Shareholders in accordance with clear and transparent procedures. At the same time, professional competencies, practical experience, achievements, business reputation, personal characteristics of candidates, as well as ensuring gender and professional diversity are taken into account. When re-electing members of the Board of Directors or its full composition, their contribution to improving the efficiency of the Board and the company as a whole is taken into account.

When selecting candidates to the Board of Directors, the following shall be taken into account:

• Experience in senior positions, including as a member of the Board of Directors
• Work experience
• Education, specialty, availability of international certificates and competencies in the areas of activity
• Business reputation
• Presence of a direct or potential conflict of interest

The election of the entire Board of Directors or individual members may be initiated by the Sole Shareholder or the Nomination and Remuneration Committee.

Members of the Board of Directors are elected from among the

• Individual shareholders
• Persons proposed/recommended for election to the Board of Directors as representatives of shareholders' interests
• Individuals who are not the sole shareholder of the company and have not been proposed/recommended for election to the board of directors as a representative of the sole shareholder.

At least one-third of the Board of Directors must be independent directors. An independent director is a person who has a sufficient level of professional expertise and independence, which allows him to make objective decisions that are not subject to the influence of individual shareholders, the executive body or other stakeholders. Independent directors chair key committees of the Board of Directors, including the Audit Committee, the Nomination and Remuneration Committee, and also participate in the work of other committees. As part of the performance of his duties, an independent director is obliged to independently monitor factors that may lead to the loss of his independent status, and timely inform the Chairman of the Board of Directors about the occurrence of such circumstances. If such factors are identified, the Chairman of the Board of Directors shall immediately notify the Sole Shareholder for appropriate decisions.

At the end of 2025, the Company's independent directors fully complied with the established independence criteria.

In companies, all voting shares of which are owned by the Fund of Samruk-Kazyna JSC, special approaches are applied to the process of electing members of the Board of Directors

• The Chairman of the Board of Directors is elected by the decision of the Sole Shareholder
• If the Chairman of the Board of Directors is elected from among the representatives of the Fund, the Board of Directors shall elect a senior independent director from among the independent members of the Board
• The search and selection of candidates to the Board of Directors is carried out by the Fund together with the Chairman of the Board of Directors and the Chairman of the Nomination and Remuneration Committee of the Company.

This procedure ensures the uniformity of the Fund's approaches to the formation of corporate governance bodies, strengthens the independence of the key functions of the Board of Directors and contributes to improving the efficiency of its work.

Members of the Government and officials of state bodies are not allowed to participate in the Board of Directors.

Members of the Board of Directors are elected for a term of up to three years. Upon satisfactory performance, their powers may be extended for a further period of three years. Election for a term exceeding six consecutive years (two consecutive terms) is subject to separate consideration, taking into account the need for a qualitative renewal of the composition of the Board of Directors. The term of office of each member of the Board of Directors coincides with the term of office of the entire Board and terminates when the General Meeting of Shareholders decides to form a new composition.

The term of office of an independent director must not exceed nine consecutive years. In exceptional cases, it is possible to extend the term of office beyond the specified period. An independent director is elected to the Board of Directors annually with a detailed explanation of the need to elect this member of the Board of Directors and the impact of this factor on the independence of decision-making.

No person has the right to participate in the discussion and adoption of decisions related to his own appointment, election or re-election, which ensures the objectivity and transparency of the relevant procedures.

GRI 2-12

The Board of Directors ensures the implementation of the sustainable development policy and reviews key documents regulating the Company's ESG activities. In the reporting period, the Board of Directors approved the Sustainability Guidelines, which is the main regulatory document aimed at unifying and systematizing sustainable development processes throughout the Samruk-Energy JSC Group of Companies. The Roadmap for improving the sustainable development management system of Samruk-Energy JSC for 2025 was also approved, including a set of measures aimed at improving the efficiency of the Company's activities and further promoting ESG principles.

GRI 2–18

The performance of the Board of Directors, its Committees and individual members is assessed annually through a structured process approved by the Board of Directors. The assessment can be carried out in the form of a self-assessment or with the involvement of an independent consultant to ensure objectivity and improve the quality of the analysis. The assessment with the participation of an independent consultant is carried out at least once every three years.

Assessment of the performance of the Board of Directors is aimed at improving its professional level and is taken into account when making decisions on the re-election of members of the Board or early termination of their powers. The main goal is to improve the quality of work of the Board of Directors and its committees, which contributes to the growth of long-term value and sustainable development of the Company.

Key objectives of the assessment

• Comprehensive analysis of the performance of the Board, its committees, the Chairman, members and the Corporate Secretary
• Identification of strengths and areas for improvement, taking into account international best practices
• Identification of priority areas for further improvement

• Optimisation of the composition of the Council in accordance with the necessary experience, expertise and competencies.

In 2025, an independent assessment of the performance of the Board of Directors as a whole, its Chairman, each member of the Board of Directors, Committees of the Board of Directors and the Corporate Secretary was carried out.

The independent evaluation is based on the results of the analysis collected by the independent company of supporting documents and materials, as well as information obtained during the interview, and reflects the following

• To what extent the Board of Directors and its work comply with the requirements, standards and established procedures, based on the analysis of quantitative indicators and

• The extent to which the Board of Directors and its work contribute to improving the Company's performance and shareholder value and are in the interests of the Company, its shareholder and other stakeholders.

The assessment methodology provides for a survey of all members of the Board of Directors and Committees of the Board of Directors. The results obtained make it possible to identify key areas for the further development of the corporate governance system. Based on the results of the independent assessment, it was established that the Board of Directors significantly meets most of the established criteria, which confirms its effective functioning. The level of compliance with the criteria of the Methodology was 87.32%, which corresponds to the maturity level "A". Based on the results of the assessment, a Plan of Practical Measures was developed and approved aimed at eliminating the identified shortcomings and improving the efficiency of the Board of Directors and corporate governance of the Company as a whole.

GRI 2–16

The procedure for informing the Board of Directors about critical financial and non-financial risks is governed by applicable laws and the Company's internal regulations. At the end of 2025, these cases were not recorded.

Since 2016, the Company has had an Induction Programme for new members of the Board of Directors, which is coordinated by the Corporate Secretary. The Programme provides new members of the Board of Directors with their rights and obligations, key areas of the Company's activities, as well as with key internal documents, including materials on the most significant risks.

In 2025, in connection with the election of G. Atamkulova, an induction programme was organised and successfully implemented for her.

GRI 2–17

On 25 November 2025, McKinsey & Company participated in a training session for members of the Board of Directors and top management. The session was devoted to the topic "Global Energy System and Scenarios for Its Development (Global Energy Perspective 2025)" and allowed the participants to discuss global trends affecting the Company's strategic priorities.

On 27-28 November 2025, a training course on the topic "Risks in the implementation of investment projects" was held for the Company's employees.

Meetings of the Board of Directors are held in accordance with the annual work plan approved before the beginning of the calendar year and including a list of issues to be considered, as well as a schedule of meetings. Issues of strategic importance and other key decisions are considered exclusively at in-person meetings of the Board of Directors, which ensures a high level of quality of discussion and decision-making. Materials for meetings are sent to members of the Board of Directors in advance no later than seven calendar days before the meeting, and on matters of increased importance at least 15 business days. This arrangement ensures sufficient time to review the submissions and facilitates informed and informed decision-making.

22 meetings

In 2025, the Company's Board of Directors held

14 in-person meetings

8 meetings in absentia

The attendance of meetings by members of the Board of Directors was 100%.

At the meetings of the Board of Directors, 207 issues were considered, including

• Approval of the Scheme of Official Salaries of Employees Accountable to the Board of Directors of the Company.
• About some questions about Forum Muider B.V.
• On the approval of the Succession Program for key positions of CEO-1 for 2025.
• On some issues related to the implementation of projects using artificial intelligence in the Company's group of companies.
• On approval of the Action Plan for the implementation of the Energy Transition Program of the Company until 2060
• Approval of individual development plans for the Chairman and members of the Management Board of the Company for 2025.
• Approval of the new version of the number of employees and the organisational structure of the Company.

• Approval of the Roadmap for the implementation of projects using artificial intelligence in the Group of Companies for 2025-2030

As part of the quarterly reporting in 2025, the Board of Directors heard the following reports

• Disbursement of investments and investment projects
• On work in the field of occupational safety and health, occupational injuries and environmental protection

• On the implementation of the action plan for the implementation of the development strategy

The Board of Directors also reviewed the following reports

• Stakeholder Engagement and Feedback Mechanism for 2024
• On compliance/non-compliance with the principles and provisions of the Corporate Governance Code
• Sustainable Development Initiatives Plan
• To ensure information security (cybersecurity), as well as to analyze and assess the sufficiency of the Company's internal controls in terms of protecting and maintaining IT systems and infrastructures.

In 2025, the activities of the Board of Directors were focused on considering a wide range of strategic, investment and corporate issues. A significant part of the agenda was devoted to the development of corporate governance, strategic issues, investment projects and control over the financial and economic activities of the Company and the group of companies as a whole.

The largest number of issues in the reporting period was in the area of corporate governance, including the formation and change of the composition of the Boards of Directors and Supervisory Boards, the activities of the committees of the Board of Directors, as well as issues related to assessing the effectiveness of management bodies and improving internal regulatory documents. This reflects the priority of the Board of Directors in terms of improving the quality of corporate governance and bringing it in line with the best practices and requirements of the Shareholder.

A significant number of issues were also related to the implementation of the Company's Development Strategy, approval and monitoring of the implementation of development plans and budgets, as well as consideration of major investment and infrastructure projects, including generation facilities, projects in the field of renewable energy sources and modernisation of existing facilities. The Board of Directors exercised systematic control over the implementation of these projects, the efficiency of investment development and project risk management.

Significant attention was paid to HR policy, motivation and remuneration of managers, the formation of KPI motivation maps, succession programmes and the development of key managerial competencies. In addition, during the year, issues of compliance, internal audit, risk management, sustainable development, labour protection, industrial and environmental safety were considered.

In accordance with the Regulations on the Board of Directors, the Chairman of the Board of Directors was responsible for the overall management of the Board's activities, ensured the efficient organisation of its work and created conditions for constructive interaction between members of the Board of Directors, the Shareholder and the Management Board. The powers and functions of the Chairman of the Board of Directors and the executive body are clearly delineated by the Company's Charter and internal regulations.

In the coming years, the Board of Directors plans to continue working on the strategic agenda, paying special attention to further optimising corporate procedures, improving the efficiency of investment project management, developing ESG approaches and reducing the share of administrative and operational issues in the overall structure of the agenda

GRI 2–9

For the purpose of effective functioning and ensuring in-depth and high-quality consideration of key issues, the Board of Directors delegates certain powers to specialised Committees. The activities of the Committees are carried out in accordance with the Regulations on the Committee and are aimed at a comprehensive study of issues that require expert assessment.

Committees of the Board of Directors provide advice in the economic, environmental and social spheres. The following committees operate in the structure of the Board of Directors

• Audit Committee
• Nomination and Remuneration Committee
• Strategic Planning Committee
• Committee on Safety, Labor Protection and Environmental Protection.

The Board of Directors makes decisions on these aspects taking into account the principles of sustainable development and based on a detailed study of the recommendations prepared by the Committees.

In the reporting period, the functions of the existing Committees of the Board of Directors and the Management Board remained unchanged, and no new committees were created.

Audit Committee

The purpose of the Committee's activities is to provide support to the Board of Directors for an in-depth study of issues related to building an effective system of control over the Company's financial and business activities. The Committee's tasks include monitoring the completeness and reliability of financial statements, assessing the reliability and effectiveness of internal control and risk management systems, monitoring compliance with corporate governance requirements, as well as overseeing the independence of external and internal audit. In addition, the Committee considers issues related to compliance with the legislation of the Republic of Kazakhstan.

Composition of the Committee

• Armanbay Zhubaev – Independent Director, Chairman of the Committee
• Arman Kashkinbekov – Independent Director, Member of the Committee
• Gulnaz Atamkulova – Independent Director, member of the Committee.

In 2025, the Committee held 13 (thirteen) face-to-face meetings, at which

63 issues were considered.

Among the main ones are the work of the Internal Audit Service, the Compliance Service and the Risk Management and Internal Control Department.

In the reporting period, the Committee also held working meetings with external auditors and the Company's executive body to discuss key aspects of the preparation of financial statements.

The attendance of the members of the Committee with the right to vote was 100%.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is a consultative advisory body of the Board of Directors and prepares recommendations on the appointment, assessment and remuneration of members of the Board of Directors, the Management Board, the Corporate Secretary, as well as other employees of the Company. The Committee's activities are carried out in accordance with internal regulations and are aimed at ensuring transparency, objectivity and efficiency of HR decisions.

Composition of the Committee

• Armanbay Zhubaev – Independent Director, Chairman of the Committee
• Alexey Ogay – Member of the Committee, Representative of the Sole Shareholder.
• Gulnaz Atamkulova – Independent Director, member of the Committee.

In 2025, the Committee held 12 (twelve) in-person meetings, at which

56 issues were considered.

Among the main

• Recommendations were provided to the Board of Directors on the election of members of the Supervisory Boards/Boards of Directors of "Samruk-Energy" JSC Group of Companies
• On consideration of amendments to the Rules for Performance Appraisal and Remuneration of Managerial Employees of the Company.
• On consideration of the actual values of key performance indicators of managers at the end of 2024.
• On the payment of remuneration to the Company's managers based on the results of 2024.
• On approval of the Rules for the formation of the composition of the boards of directors/supervisory boards of "Samruk-Energy" JSC companies.

The attendance of the members of the Committee with the right to vote was 100%.

Strategic Planning Committee

The purpose of the Committee's activities is to prepare recommendations for determining the priority areas of the Company's development, formulating and updating its strategic goals, as well as on the implementation of a sustainable development management system. The Committee is also responsible for occupational health and environmental issues, review of investment projects, master plans and initiatives aimed at improving the long-term efficiency of the Company's operations.

Composition of the Committee

• Arman Kashkinbekov – Independent Director, Chairman of the Committee
• Armanbay Zhubaev – Member of the Committee, Independent Director
• Kanysh Moldabayev – Member of the Committee, Representative of the Sole Shareholder.

In 2025, the Committee held 12 (twelve) in-person meetings, at which

38 issues were considered.

Among the main ones are quarterly Reports

• On preliminary review of the Rules on strategic and business planning in "Samruk-Energy" JSC group of companies.
• On providing recommendations to the Board of Directors of "Samruk-Energy" JSC on approval of the Roadmap for improving the sustainable development management system of "Samruk-Energy" JSC for 2025-2026.
• Approval of the Report on the Implementation of the Action Plan for the Implementation of the Company's Development Strategy for 2024–2033 for 2024.
• On the implementation of the Company's Development Plan.
• On preliminary approval of the Materiality Matrix of "Samruk-Energy" JSC.
• On the development of investments and investment projects.
• On preliminary consideration of the report on the implementation of the Development Plan (business plan) of "Samruk-Energy" JSC for 2024-2028 based on the results of 2024.
• On some issues related to the implementation of projects with the use of artificial intelligence in the group of companies of "Samruk-Energy" JSC.
• On preliminary consideration of the Plan for the implementation of the Corporate Governance Code in the group of companies of "Samruk-Energy" JSC.

The attendance of the members of the Committee with the right to vote was 100%.

Committee on Safety, Labor Protection and Environmental Protection

The purpose of the Committee's activities is to contribute to improving the efficiency of the Company's work by preparing recommendations, analyzing and assessing issues related to safety, labour protection and environmental protection. The Committee carries out expert consideration of the relevant areas and contributes to the development of decisions aimed at maintaining a stable and safe operating environment.

Composition of the Committee

• Arman Kashkinbekov – Independent Director, Chairman of the Committee
• Alexey Ogay – Member of the Committee, Representative of the Sole Shareholder
• Kanysh Moldabayev – Member of the Committee, Representative of the Sole Shareholder.

In 2025, the Committee held 5 (five) in-person meetings, at which

11 issues were considered.

Among the main ones are quarterly Reports

• On work in the field of safety and labour protection and industrial injuries.
• On work in the field of environmental protection.
• On the implementation of the action plan for the management of occupational health and environmental protection issues.
• On the action plan to achieve zero injuries for 2025.
• On the action plan for environmental management for 2025.

The attendance of the members of the Committee with the right to vote was 100%.

The Company's day-to-day operations are carried out by a collegial executive body, the Management Board, which cooperates with the Board of Directors and maintains communication with all key stakeholders. The Management Board is responsible for the implementation of the Company's Development Strategy and Development Plan, as well as for the implementation of decisions of the Sole Shareholder and the Governing Body.

The formation of the Board, the distribution of powers, the responsibility of its members and the procedure for work are regulated by the Charter and the Regulations on the Board. In accordance with the Charter, the Board of Directors determines the number of members and term of office of the Management Board, appoints its members and makes decisions on the early termination of their powers. The appointment and termination of the powers of the Chairman of the Management Board is within the competence of the Sole Shareholder.

The Chairman and members of the executive body have the necessary knowledge, experience and professional skills to perform their duties, as well as meet high requirements for business and personal reputation.

The Management Board ensures the day-to-day management of the Company's activities, coordinates the implementation of strategic objectives and is responsible for the implementation of key development priorities.

The Board's responsibilities include

• compliance with the law, the provisions of the Charter, internal documents of the Company and resolutions of the Sole Shareholder and the Board of Directors
• development of the risk management system and ensuring effective internal control
• allocation of the necessary resources to implement the tasks approved by the Board of Directors and the Sole Shareholder
• ensuring a high level of personnel safety
• formation of a corporate culture based on involvement, loyalty and sustainable values.

The composition of the Management Board of Samruk-Energy JSC includes seven members. The share of managers elected by the members of the Management Board hired from among representatives of the local community in 2025 was 100%

In 2025, a decision was made on the early termination of the powers of the Managing Director for Production of "Samruk-Energy" JSC and the election of a candidate for this position.

By the decision of the Board of Directors of "Samruk-Energy" JSC dated 5 November 2025 (Minutes No. 19/25), Galymbek Autalipov, Managing Director for Production of "Samruk-Energy" JSC, was elected as a member of the Management Board of "Samruk-Energy" JSC.

By the decision of the Board of Directors of "Samruk-Energy" JSC dated 27 February 2026 (Minutes No. 02/26), from 2 March 2026, the powers of the member of the Management Board of "Samruk-Energy" JSC N.A. Japarkhanov were terminated ahead of schedule.

By resolution of the Board of Directors of Samruk-Energy JSC dated 26 June 2026 (Minutes No. 13/26), Nurzhan Shaganbekovich Isabayev, Managing Director for Legal Support and Asset Management, was elected as a member of the Management Board.

The Executive Body carried out its activities through in-person meetings, at which the implementation of the Development Plan, the implementation of the Sole Shareholder's resolutions, the recommendations of the Board of Directors, as well as issues of current operating activities were sequentially considered. Particular attention was paid to industrial safety issues.

The Board does not maintain the practice of holding meetings in absentia. In 2025, 40 in-person meetings of the Management Board were held, during which 340 issues were considered. The discussion focused on the implementation of the Development Strategy, the implementation of resolutions of the Sole Shareholder and the Board of Directors, as well as the monitoring of operating activities.

In the reporting year, the Board's priorities also included occupational health and safety, information security (cybersecurity), as well as analysis and assessment of the adequacy of internal controls in terms of protection and support of the Company's IT systems and infrastructure.

During the reporting period, the Board approved the following key documents

• Climate Corporate Governance Policy of Samruk-Energy JSC
• Internal regulatory documents governing activities in the field of information technology and digitalisation
• New edition of the Energy Saving and Energy Efficiency Improvement Program of Samruk-Energy JSC Group of Companies for 2026-2031
• Methodology for calculating greenhouse gas emissions in terms of Scope 3 coverage in the group of companies of Samruk-Energy JSC.

In addition, internal regulatory documents of subsidiaries and affiliates were approved, including on the number of personnel, organisational structure, staffing and salary schemes for employees of the group of companies. Issues related to investment projects of subsidiaries and affiliates, changes in the size of the authorised capital of subsidiaries and affiliates and amendments to the charters of subsidiaries and affiliates were also considered. Positions for voting by representatives of "Samruk-Energy" JSC in the bodies of subsidiaries and affiliates have been determined.

GRI 2-9

To ensure a deeper and better study of issues, standing committees operate under the Board. Their activities are aimed at a detailed consideration of issues within the competence of the Management Board and contribute to improving the quality of management decisions. Final decisions on issues considered by the committees are made by the Board. All committees are accountable to the Board and operate within the limits of the authority granted to them in accordance with the established procedures. The functions, powers, composition of the committees and the procedure for organizing their activities are regulated by the relevant internal regulations and approved by the Management Board.

The Risk Committee provides methodological and expert support to the Management Board in making decisions in the field of risk management and internal control. The Committee develops recommendations aimed at establishing and maintaining an effective risk management and internal control system, ensuring its uninterrupted operation and the development of processes for identifying, assessing, monitoring and controlling risks. In addition, the Committee prepares proposals related to the coordination of the activities of units involved in risk management and internal control.

In August 2025, the composition of the Committee was updated by the decision of the Board (Minutes No. 24 dated 29.08.2025).

Composition of the Committee

• Chairman of the Committee – Managing Director for Collateral and Risks
• The members of the Committee are the Managing Director for Production, the Managing Director for Economics, Finance and Digitalisation, the Managing Director for Legal Support and Asset Management, the Managing Director for GR and Development, the Chief Investment Officer, the Co-Manager for Development, the Director of the Risk Management and Internal Control Department, the Head of the Internal Audit Service (non-voting), the Head of the Compliance Service (non-voting).

In 2025, the Committee held four meetings (in person), at which nine issues were considered.

Main questions

• On preliminary approval of the Risk Management Report (with a description and analysis of key risks, as well as information on the implementation of plans and programmes to minimise risks of "Samruk-Energy" JSC for the IV quarter of 2024, I, II and III quarters of 2025).
• On preliminary approval of the consolidated Risk Register, consolidated Risk Map, Action Plan for key risk management with determination of tolerance levels for each key risk, Passports of key risk indicators of "Samruk-Energy" JSC for 2026 and amendments to similar documents for 2025.

• On preliminary approval in a new edition of the Risk Appetite of "Samruk-Energy" JSC for 2025-2028.

The attendance of the Committee members was 89.4%.

The main goal of the Committee is to improve the efficiency of the Samruk-Energy JSC Group of Companies. As part of its work, the Committee pays special attention to optimizing the structure of assets and costs, monitoring performance indicators, as well as reviewing Development Plans and financial reporting.

Composition of the Committee

• Chairman of the Committee – Managing Director for Economics and Finance
• Deputy Chairman of the Committee – Managing Director for Development and Sales
• The members of the Committee are the Managing Director for Production and Asset Management, the Managing Director for Development, Sales and Changes, the Managing Director for Legal Support, Security, and Risks, the Head of the Procurement Management Department, the Chief Auditor of the Internal Audit Service (non-voting).

In 2025, the Committee held 68 meetings (in person), at which 126 issues were considered.

Among the main

• Approval of adjustments to the budget of the Corporate Centre and subsidiaries and affiliates within the approved indicators of the annual budget for the first calendar year

• Review of reports on the implementation of the Development Plan for subsidiaries and affiliates for the first half of 2025 and the draft Development Plan for subsidiaries and affiliates for 2025-2029.

The attendance of the Committee members was 85%.

The Council contributes to improving the efficiency of investment and innovation activities of "Samruk-Energy" JSC Group of Companies. To achieve this goal, the Council considers and develops recommendations for the authorised bodies of the Company and subsidiaries and affiliates on the implementation of investment and innovation activities. As part of its work, the Council reviews and prepares recommendations on the stages of pre-investment and investment projects, identification of promising business- directions for the development of the Company and subsidiaries, development of proposals for the acquisition or disposal by the Company of shares (participatory interests) of other legal entities.


Composition of the Council:

• Chairman of the Council – Chairman of the Management Board
• Deputy Chairman of the Board - Managing Director for Production
• Members of the Board are the Managing Director of GR and Development, the Managing Director for Economics, Finance and Digitalisation, the Managing Director for Legal Support and Asset Management, the Managing Director for Security and Risks, the Chief Investment Officer, the Head of the Compliance Service (non-voting expert), the Chief Auditor of the Internal Audit Service of "Samruk-Energy" JSC (non-voting expert).

In 2025, the Council held 19 meetings of the Investment and Innovation Council, at which more than 25 issues were considered.

Among the main

• On some issues of the project "Construction of a 300 MW solar power plant in the Turkestan region together with China Energy Overseas Investment Co., Ltd (China Energy)".
• Development of green energy
• On approval of the adjusted key parameters of the investment project "Expansion and reconstruction of Ekibastuz GRES-2 with the installation of power unit No. 3,4"
• Promising projects of "Samruk-Energy" JSC on energy storage systems (ESS).

The attendance of the Committee members was 85%.

The main task of the Credit Committee is to ensure timely and high-quality decision-making on issues related to the attraction and provision of credits (loans), the provision of financial assistance and the issuance of guarantees. The Committee is also responsible for minimizing financial risks and developing recommendations for the effective management of the structure of assets and liabilities of Samruk-Energy JSC.

Composition of the Committee

• Chairman of the Committee – Managing Director for Economics and Finance
• Members of the Committee – Managing Director for Production, Managing Director for Security and Risks, Director of the Treasury and Corporate Finance Department, Director of the Risk Management and Internal Control Department, Chief Investment Officer
• Independent expert – Head of the Compliance Service.

In 2025, the Committee held 13 meetings (in person), at which 40 issues were considered.

Among the main issues are attraction/provision of loans and financial assistance, placement of free funds of "Samruk-Energy" JSC on deposits in second-tier banks.

The attendance of the Committee members was 80%.

The purpose of the Committee is to ensure the effective consideration of issues related to occupational health and environmental protection in the Company. The Committee makes recommendations to assess the effectiveness of existing policies and systems focused on identifying and managing risks in these areas. As part of its activities, the Committee analyses all fatal accidents as well as serious incidents, including an assessment of the follow-up measures taken, reviews the results of independent audits related to occupational health and safety, and considers strategies and action plans developed in response to the identified issues and risks, and makes recommendations to the Board of Directors on relevant issues, if necessary.
Composition of the Committee

Composition of the Committee

• Chairman of the Committee – Chairman of the Management Board;
• Deputy Chairman of the Committee – Director of the Occupational Health and Safety Department
• Members of the Committee are the Director of the Generation and Fuel Department, the Director of the Renewable Energy and Distribution Department, the Director of the Corporate Governance and Sustainable Development Department, and the Chief Manager of the Occupational Health and Safety Department.

In 2025, the Committee held five meetings (in person), at which seven issues were considered.

Among the main

• On the results of work in the field of labour protection, industrial safety and analysis of the level of industrial injuries
• Plan to achieve zero injuries in Samruk-Energy JSC Group of Companies for 2026
• Rules for holding competitions for the annual nomination of the Chairman of the Management Board of "Samruk-Energy" JSC for achievements in the field of industrial safety among subsidiaries.

The attendance of the Committee members was 100%.

GRI 2–15

In order to create an effective system for managing conflicts of interest and establish uniform requirements for the professional behaviour of employees aimed at preventing the influence of personal interest on the decision-making process, the Company implements a set of measures.

As part of these activities, the Policy for the Settlement of Corporate Conflicts and Conflicts of Interest has been introduced. In accordance with its provisions, managers and heads of structural divisions provide declarations of the absence of a conflict of interest.

In addition, in order to minimise corruption risks and prevent conflicts of interest in the selection of candidates for vacant positions in Samruk-Energy JSC, as well as for managerial positions in subsidiaries and affiliates (according to the list of positions), the candidates' compliance with qualification requirements, as well as their affiliation with officials of the Samruk Kazyna Group of Companies, is checked‑.

The key tool for the implementation of these measures is the ECompliance information system. This unified digital platform automates key compliance processes, increases transparency and reduces operational risks. The platform integrates control, monitoring, and analysis tools, including

• module "Declarations" (registration and monitoring of conflicts of interest and gifts)
• module "Affiliates" (generation and sending of reports on affiliates).

In the reporting year, in accordance with the requirements of the Policy, no cases of conflict of interest were identified among members of the Board of Directors. There are also no circumstances in which personal interest could affect the objectivity, impartiality or proper performance of their duties. Members of the Board of Directors did not participate in the discussion and adoption of decisions that could cause a potential conflict of interest.

The Internal Audit Service of Samruk-Energy JSC provides independent consulting services and objective audit guarantees for the Board of Directors. The activities of the Service are aimed at improving the efficiency of risk management, internal control and corporate governance systems, which contributes to the achievement of the Company's strategic goals and objectives. (more information about the work of the Internal Audit Service is available on the website of "Samruk-Energy" JSC https//www.samruk-energy.kz/ru/company/corporate-governance/corporate-governance-main/internal-audit).

The mission of the Service is to provide the Board of Directors and the Executive Body with the necessary expert support for the effective performance of their powers and the achievement of the strategic goals of the Company and its subsidiaries.

The main objective of the Service is to provide the Board of Directors with independent and objective guarantees and advice aimed at improving the effectiveness of risk management, internal control and corporate governance systems in the Company and its subsidiaries and affiliates.

The main tasks of the Internal Audit Service include

1. assessment and promotion of internal control

1. assessing and promoting the improvement of the risk management system
2. assessment of the risk of fraud and the effectiveness of fraud risk management in the group of companies
3. assessment and promotion of the improvement of the corporate governance system in the group of companies
4. assessment of the reliability, completeness, objectivity of the accounting system and reliability of financial statements
5. assessment of compliance with the requirements of the legislation of the Republic of Kazakhstan, the requirements of the regulatory documents of Samruk-Kazyna JSC, which in accordance with the established procedure apply to the Company (compliance control) and its subsidiaries and affiliates
6. assessment of the rationality and efficiency of the use of resources in the group of companies, as well as the methods (methods) used to ensure the safety of assets in the group of companies
7. methodological support for the internal audit service and audit commissions of the Company's subsidiaries and affiliates.

In 2025, the Internal Audit Service conducted 22 audits, including the activities provided for by the Annual Audit Plan, as well as unscheduled audits.

Based on the results of the audits, 228 recommendations were prepared, including

• 17 recommendations of category "A"
• 49 recommendations of category "B"
• 149 category "C" recommendations.

The priority of audit tasks was analyzed taking into account the identification of processes with the highest risks, as well as on the basis of priority requests of the Sole Shareholder and the Board of Directors of Samruk-Energy JSC to conduct audits.

Main areas of audits for the reporting period

• Environmental Assessment
• Assessment of the efficiency and effectiveness of investment project management processes
• Assessment of the degree of achievement of management KPIs
• Assessment of the efficiency of production processes and the use of assets
• Assessment of the effectiveness of tariff setting and pricing processes
• Assessment of the Occupational Health and Safety Process
• Assessment of the effectiveness of inventory and material resources management
• Assessment of the effectiveness of human resource management
• Audit of administrative expenses
• Audit of the procurement process.

All audits in the reporting period were carried out in strict compliance with the International Standards for the Professional Practice of Internal Auditing. The prepared audit reports included opinions, identified observations and recommendations aimed at taking corrective and preventive measures to improve the effectiveness of risk management, internal control and corporate governance systems.

In 2025, the audit approach was further expanded by introducing a systematic comprehensive analysis of individual business processes at the level of the entire group of companies. The audit covers the identification of risks and the assessment of the effectiveness of existing control procedures, which provides a holistic view of the reliability of the audited process throughout the company's group.

Also, as part of the additional approach, the presence and effectiveness of control by the corporate centre of "Samruk-Energy" JSC over the audited business process is assessed, which provides a unified approach to the application of control mechanisms at the level of the entire group.

At the end of 2025, the Board of Directors assessed the activities of the Internal Audit Service as "effective".

In 2025, KPMG conducted an external independent assessment of the Service's activities, which confirmed 97% compliance with the International Standards on Internal Auditing.

The high professionalism of internal auditors, methodological maturity, sustainable risk assessment practices and high-quality formalisation of reporting procedures, which fully comply with international requirements, were noted.