Nurzhan Talipovich Baidauletov
Chairman of the Board of Directors, representative of the shareholder Samruk-Kazyna JSC (8,655,561 ordinary (voting) shares)
members
comprise the Board of Directors
5.4. Board of Directors
GRI 2-9
The Board of Directors is the management body of the Company that determines the strategic directions of its activities, approves the development strategy, the budget, elects the executive body and exercises other powers.
The Board of Directors is accountable to shareholders for the results of the Company’s activities. At the annual general meeting of shareholders, the chairman of the Board of Directors presents a report on the activities of the Board of Directors. The report includes the results of the work of the Board and the committees, measures on the growth of long-term value, key risks, material events, issues considered, the format of meetings and attendance, as well as other significant information. The report of the Board of Directors is included in the composition of the annual report of the Company. The activities of the Board of Directors are regulated by the legislation of the Republic of Kazakhstan, as well as the Charter, the Corporate Governance Code, the Regulation on the Board of Directors and other documents adopted by the General Meeting of Shareholders.
А The Company discloses information on the professional activities and other positions held of the members of the Board of Directors. In the corporate practice of the Company, the classification of members of the Board of Directors into representatives of the shareholder and independent directors is used. The formal division into executive and non-executive members of the Board of Directors in the Company’s reporting is not applied. The composition of the Board of Directors and its committees is disclosed with the indication of the status of members and their participation in committees.
Upon the re-election of individual members of the Board of Directors or its full composition for a new term, their contribution to the effectiveness of the activities of the Board of Directors of the Company is taken into account. The Chairman of the Board of Directors cannot simultaneously be the Chairman of the Management Board of the Fund. А
7
3
independent directors
in the composition of the Board of Directors (43% of the total composition)
5.4.1. Roles of members of the Board of Directors
The Chairman of the Board of Directors leads the Board of Directors, organises the work and ensures the effective activity of the Board of Directors, conducts its meetings, and also performs other functions provided for by the Charter and the Regulation on the Board of Directors.
Members of the Board of Directors — representatives of shareholders represent the interests of major shareholders in the carrying out by the Board of Directors of its activities.
Independent directors of the Board of Directors are included in the composition of all committees, consider all issues and make recommendations for the Board of Directors. The composition of the Audit and Sustainability Committee includes exclusively independent directors. They consider the issues of financial statements, internal and external audit, risks and other important areas of activities. In addition, independent directors also make decisions on the conclusion of transactions in which there is an interest, by virtue of their independence.
5.4.2. Election of members of the Board of Directors
GRI 2-10
А The members of the Board of Directors are elected by the annual General Meeting of Shareholders and are re-elected by an extraordinary General Meeting in the case of early termination of the powers of previously elected members of the Board of Directors of Kazakhtelecom JSC in the order established by the legislation of the Republic of Kazakhstan, the Charter of Kazakhtelecom JSC and the Regulation on the Board of Directors of Kazakhtelecom JSC.
The General Meeting of Shareholders elects the members of the Board of Directors on the basis of clear and transparent procedures with account for the competencies, skills, achievements, business reputation, professional experience of candidates, as well as diversity by personal characteristics, age and gender composition.
The composition of the Board of Directors shall include persons possessing the knowledge, skills and experience necessary for the Board of Directors to perform its functions and to ensure the growth of the long-term value and sustainable development of the organization, as well as having an impeccable business and personal reputation.
Upon the selection of candidates to the composition of the Board of Directors, the following criteria are taken into account:
- experience of work in managerial positions;
- experience of work as a member of the Board of Directors;
- length of service;
- education, specialty, including the presence of international certificates;
- presence of competencies in directions and industries (industries may change depending on the asset portfolio);
- business reputation;
- presence of direct or potential conflict of interest in the case of election to the composition of the Board of Directors of the organization.
The elections of members of the Board of Directors are carried out by shareholders by cumulative voting with the use of voting ballots, except for cases when one candidate stands for one place in the Board of Directors.
Candidacies for election to the position of a member of the Board of Directors may be proposed from among:
- Shareholders — individuals.
- Persons proposed (recommended) for election to the Board of Directors as representatives of shareholders.
- Individuals who are not a shareholder of the Company and have not been proposed (recommended) for election to the Board of Directors as a representative of the shareholder. А
5.4.3. Composition of the Board of Directors
In 2025, changes occurred in the composition of the Board of Directors of Kazakhtelecom JSC.
On 29.08.2025, Aset Kuandykovich Abdualiyev left the Board of Directors on his own initiative.
On 14.11.2025, by decision of the extraordinary General Meeting of Shareholders:
- Olzhas Tleukhabyluly was elected to the composition of the Board of Directors of Kazakhtelecom JSC for the remaining term of powers as an independent director.
At present, as at 31.12.2025, the Board of Directors includes:
- Nurzhan Talipovich Baidauletov (Chairman of the Board of Directors);
- Yelzhas Muratovich Otynshiyev;
- Nikolay Yuryevich Kazutin;
- Bagdat Batyrbekovich Mussin;
- Dmitry Aleksandrovich Zaika;
- Artur Viktorovich Neupokoyev;
- Olzhas Tleukhabyluly.
Key competencies of the members of the Board of Directors:
- Nurzhan Talipovich Baidauletov — leadership of the Board of Directors, telecommunications, strategy, implementation of decisions of the major shareholder;
- Bagdat Batyrbekovich Mussin — telecommunications, strategy, business planning;
- Yelzhas Muratovich Otynshiyev — strategy, personnel issues, implementation of decisions of the major shareholder;
- Nikolay Yuryevich Kazutin — audit, finance, marketing, implementation of decisions of the major shareholder;
- Dmitry Aleksandrovich Zaika — audit, finance, strategic planning, marketing, telecommunications, mobile business;
- Artur Viktorovich Neupokoyev — telecommunications, marketing, strategic management, corporate sales, operator business;
- Olzhas Tleukhabyluly — audit, corporate finance, international law, strategy, management, public administration.
5.4.4. Biographies of members of the Board of Directors А
GRI 2-9, 2-11
Date of birth: 1 September 1960
Citizenship: Republic of Kazakhstan
Date of first election to the Board of Directors:8 May 2012
Date of current election to the Board of Directors: 30 April 2024
Ownership of shares: Does not own
Education:
2017 — 2019 — International Director Certification Programme of the UK Institute of Directors (IoD);
09.1977 — 06.1986 — Moscow Institute of Railway Transport.
Specialisation: management of transportation processes in railway transport.
Place of work and positions held in organizations for the last five years:
17.04.2016 — present — Representative of Samruk-Kazyna JSC on the Board of Directors of Kazakhtelecom JSC;
02.06.2014 — 17.04.2016 — Samruk-Kazyna JSC Chief Director for Asset Management;
27.11.2008 — 01.06.2014 — Samruk-Kazyna JSC Managing Director.
Yelzhas Muratovich Otynshiyev
Member of the Board of Directors –Representative of the shareholder Samruk-Kazyna JSC (8,655,561 ordinary (voting) shares)
Date of birth: 1 April 1987
Citizenship: Republic of Kazakhstan
Date of first election to the Board of Directors:12 April 2024
Date of current election to the Board of Directors: 30 April 2024
Ownership of shares: Does not own
Education:
2008 — 2010 — Moscow Institute of Physics and Technology. Faculty of General and Applied Physics. Specialisation: applied mathematics and physics (Master’s);
2004 — 2008 — Moscow Institute of Physics and Technology. Faculty of General and Applied Physics. Specialisation: applied mathematics and physics (Bachelor’s);
1996 — 2003 — “Elim ai” music school, voice and piano;
2002 — 2004 — Technical Lyceum No. 165, Almaty;
1994 — 2002 — Linguistic Gymnasium No. 120, Almaty.
Additional information:
April 2004 — 5th Asian Physics Olympiad, Hanoi, Vietnam Honourable mention;
July 2004 — 35th International Physics Olympiad, Pohang, South Korea. Bronze medal.
Place of work and positions held in organizations for the last five years:
April 2023 — present — Samruk-Kazyna JSC Co-Managing Director for Strategy and Asset Management;
May 2021 — April 2023 — “Kazakhstan Investment Development Fund (KIDF) Management Company” Ltd.Deputy Chairman of the Management Board (since July 2021);
December 2019 — May 2021 — “PlanetCare Management” LLP Deputy General Director for Investments and Development;
May 2019 — December 2019 — “Kazakhstan Investment Development Fund (KIDF) Management Company Ltd”. Senior Analyst / VP, Direct Investments Department;
January 2018 — May 2019 — Samruk-Kazyna JSC Head of the Mining Asset Development Sector of the Asset Development Department.
Nikolay Yuryevich Kazutin
Member of the Board of Directors –Representative of the shareholder Samruk-Kazyna JSC (8,655,561 ordinary (voting) shares)
Date of birth: 28 November 1982
Citizenship: Republic of Kazakhstan
Date of first election to the Board of Directors:4 July 2022
Date of current election to the Board of Directors: 30 April 2024
Ownership of shares: Does not own
Education:
In 2003, graduated from T. Ryskulov Kazakh Economic University with a degree in Accounting and Audit
Place of work and positions held in organizations for the last five years:
February 2022 — present — Samruk-Kazyna JSC, Managing Director for Legal Support, Provisioning and Risks;
January 2020 — February 2022 — Deputy Chairman of the State Revenue Committee of the Ministry of Finance of the Republic of Kazakhstan;
January 2018 — November 2019 — Head of the Internal Audit Service of “East Kazakhstan Regional Energy Company” JSC, Ust-Kamenogorsk;
August 2016 — January 2018 — Adviser of “Kokshetau Mineral Waters” JSC, Kokshetau;
March 2006 — June 2016 — Senior Manager of the Department of “PricewaterhouseCoopers Tax and Advisory” LLP, Almaty.
Bagdat Batyrbekovich Mussin
Member of the Board of Directors –Chairman of the Management Board of Kazakhtelecom JSC
Date of birth: 3 March 1983
Citizenship: Republic of Kazakhstan
Date of first election to the Board of Directors:17 July 2024
Date of current election to the Board of Directors: 17 July 2024
Ownership of shares: Does not own
Education:
2000 — 2004 — S. Demirel University, Specialisation “Software and Hardware of Computer Technologies”;
2004 — 2006 — Kazakh Institute of Jurisprudence and International Relations, with a degree in Jurisprudence.
Place of work and positions held in organizations for the last five years:
10.06.2024 — present — Chairman of the Management Board of Kazakhtelecom JSC;
02.09.2020 — 30.04.2024 — Minister of Digital Development, Innovations and Aerospace Industry of the Republic of Kazakhstan;
07.2020 — 09.2020 — First Vice-Minister of Digital Development, Innovations and Aerospace Industry of the Republic of Kazakhstan;
03.2020 — 07.2020 — Adviser to the President of the RK on Digitalization and Innovative Technologies;
2017 — 2018 — Chairman of the Committee on Legal Statistics and Special Accounts of the General Prosecutor’s Office of the Republic of Kazakhstan;
2014 — 2016 — Chairman of the Management Board of Kazpost JSC.
Dmitry Aleksandrovich Zaika
Independent director
Date of birth: 27 April 1975
Citizenship: Republic of Kazakhstan
Date of first election to the Board of Directors:30 June 2015
Date of current election to the Board of Directors: 30 April 2024
Independence criteria: Meets the criteria specified in subclause 20) of Article 1 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”
Education:
2003 — 2005 — Kazakh State Economic University, specialisation “Financial Management”, qualification: economist (diploma with distinction);
1992 — 1998 — Almaty Institute of Power Engineering and Telecommunications. Specialisation: Radio Engineering, qualification: Radio Engineer.
Place of work and positions held in organizations for the last five years:
2011 — 2020 — Khimfarm JSC Independent Director;
2012 — 2016 — ALTEL JSC Independent Director;
2015 — present — Kazakhtelecom JSC Independent Director.
Artur Viktorovich Neupokoyev
Independent director
Date of birth: 22 June 1967
Citizenship: Republic of Kazakhstan
Date of first election to the Board of Directors:19 July 2023
Date of current election to the Board of Directors: 30 April 2024
Independence criteria: Meets the criteria specified in subclause 20) of Article 1 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”
Education:
1985 — 1992 — Kazakh Polytechnic Institute, Specialisation: physical and chemical research of metallurgical processes.
Place of work and positions held in organizations for the last five years:
01.2018 — 11.2019 — Kazakhtelecom JSC, Director of the Major Client Sales Department of the Corporate Business Division;
03.2006 — 12.2017 — Kazakhtelecom JSC, Deputy General Director –Commercial Director of the Corporate Sales Directorate.
Olzhas
Tleukhabyluly
Independent director
Date of birth: 1986
Citizenship: Republic of Kazakhstan
Date of first election to the Board of Directors:14 November 2025
Date of current election to the Board of Directors: 14 November 2025
Independence criteria: Meets the criteria specified in subclause 20) of Article 1 of the Law of the Republic of Kazakhstan “On Joint-Stock Companies”
Education:
2017 — 2018 — University of Oxford MBA;
2008 — 2009 — Imperial College London MSc Petroleum Engineering (Bolashak). Master of Public Administration (MPA);
2004 — 2008 — Kazakhstan-British Technical University Bachelor of Science in Petroleum Engineering.
Place of work and positions held in organizations for the last five years:
03/2023 — 03/2025 — BCG (Boston Consulting Group) Tashkent, Uzbekistan Management Consultant;
04/2022 — present — ByteAll Energy Norway/Kazakhstan Partner;
08/2020 — 2022 — NJSC “Naftogaz Exploration and Production”, Kyiv, Ukraine Director of the Department of Commercial Planning and Portfolio Management;
10/2018 — 2022 — Shell Astana, Kazakhstan Senior Development Engineer;
09/2010 — 2017 — Eni Milan, Italy — Aksai, Kazakhstan Senior Field Development Engineer.
5.4.5. Independence of directors
А In accordance with the requirements of the Law “On joint-stock companies”, the number of independent members of the Board of Directors shall be not less than 30%. In 2025, this proportion in the Board of Directors of Kazakhtelecom JSC was 43%.
An independent director is a member of the Board of Directors who:
- is not an affiliated person of this joint-stock company and was not such during the three years preceding his election to the board of directors (except for the case of his being in the position of an independent director of this joint-stock company);
- is not an affiliated person in relation to affiliated persons of this joint-stock company;
- is not connected by subordination with officials of this joint-stock company or organizations — affiliated persons of this joint-stock company and was not connected by subordination with these persons during the three years preceding his election to the Board of Directors;
- is not a civil servant;
- is not a representative of a shareholder at meetings of bodies of this joint-stock company and was not such during the three years preceding his election to the board of directors;
- does not participate in the audit of this joint-stock company as an auditor working in the composition of an audit organization, and did not participate in such an audit during the three years preceding his election to the board of directors.
The independent directors of the Board of Directors of the Company in 2025 fully corresponded to the criteria of independence.
For more details, you can read the document “Declaration on the independence of the Board of Directors” on the Company’s website https://sustainability.telecom.kz/?page_id=73. А
5.4.6. Management of conflicts of interest
GRI 2-15
А At Kazakhtelecom JSC, the Policy on the settlement of conflicts of interest is in effect. The Policy determines the order of prevention, identification and regulation of conflicts of interest, the procedures of interaction and coordination of bodies and/or persons of the Company in the case of occurrence or probability of occurrence of a conflict of interest. А
In 2025, no conflict of interest in the work of the Board of Directors was registered.
43%
share of independent members of the Board of Directors
5.4.7. Activities of the Board of Directors
In 2025, meetings of the Board of Directors were held in the online format with the use of existing platforms of holding video conferences.
During the year, 23 meetings of the Board of Directors were held, at which 96 issues were considered. Key decisions of the Board of Directors in 2025:
- The Corporate Accounting Policy of Kazakhtelecom JSC was approved;
- The parameters of investment activities of Kazakhtelecom JSC for 2026 were approved;
- Certain issues of CASPINET B.V., mobile operators of the Kazakhtelecom JSC group of companies, as well as the implementation of the Development Plan of Kazakhtelecom JSC were considered.
The Board of Directors regularly heard the Management Board on issues of safety and occupational health, the implementation of strategic projects, risk management, the fulfilment of the Strategy and the activities of mobile operators.
Table 81. Meetings of the Board of Directors
| Members of the Board of Directors | № 1 17.01.25 | № 2 22.01.25 | № 3 27.01.25 | № 4 25.02.25 | № 5 18.03.25 | № 6 31.03.25 | № 7 25.04.25 | № 8 05.05.25 | № 9 30.05.25 | № 10 04.06.25 | № 11 22.07.25 | № 12 28.08.25 | № 13 29.08.25 | № 14 18.09.25 | № 15 26.09.25 | № 16 30.09.25 | № 17 03.11.25 | № 18 14.11.25 | № 19 19.11.25 | № 20 24.11.25 | № 21 05.12.25 | № 22 12.12.25 | № 23 26.12.25 | % of attendance |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| N.T. Baidauletov | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | 100% |
| N. Yu. Kazutin | + | + | + | − | + | − | + | + | + | + | − | + | + | + | + | + | + | + | + | + | + | + | + | 87% |
| O. Tleukhabyluly | + | − | + | + | + | + | 80%* | |||||||||||||||||
| A. K. Abdualiyev | + | + | + | + | + | + | + | + | − | − | + | + | + | 84.6% | ||||||||||
| D. A. Zaika | + | + | + | + | + | + | + | + | + | + | + | − | − | + | + | + | + | + | − | + | + | + | + | 87% |
| A. V. Neupokoyev | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | 100% |
| Ye. M. Otynshiyev | + | + | + | + | + | + | + | + | − | + | + | + | + | + | + | + | − | + | + | + | − | + | + | 87% |
| B. B. Mussin | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | + | 100% |
* For O. Tleukhabyluly 80% of meetings after election on 14.11.2025.
5.4.8. Assessment of the activities of the Board of Directors
GRI 2-18
А At Kazakhtelecom JSC, the Rules of assessment of the activities of the Board of Directors and its committees, members of the Board of Directors and the Corporate Secretary are in effect. According to this document, the assessment of the Board of Directors is conducted once a year by the in-house forces of the BoD and not less than once every three years — with the engagement of independent consultants. А
In 2025, the assessment was conducted by consultants of PricewaterhouseCoopers. The diagnostics was conducted on the basis of the Methodology and the Corporate Governance Code of the Samruk-Kazyna Fund, and also with account for internationally recognized practices (OECD, Corporate Governance Code of the United Kingdom).
The independent PwC consultants confirmed the assessment of the effectiveness of the Board of Directors at the BBB level, which corresponds to the high assessment of 2021. The diagnostics noted the enhancement of the effectiveness of the work of the committees, the elaboration of key issues, the strengthening of control over the implementation of strategic decisions and the renewal of the composition of the Board of Directors.
BBB
effectiveness rating
of the Board of Directors based on the results of an independent assessment
5.4.9. Committees of the Board of Directors
GRI 2-9
Under the Board of Directors in 2025, three committees were functioning: the Audit and Sustainability Committee, the Personnel, Remuneration and Social Issues Committee, the Strategic Planning Committee.
Audit and Sustainability Committee
GRI 2-9, 2-13
The Audit Committee of the Board of Directors of Kazakhtelecom JSC was created by decision of the Board of Directors in 2006. In July 2022, by decision of the Board of Directors, the Audit Committee was renamed the Audit and Sustainability Committee and carries out its activities in accordance with the Regulation on the Committee, approved by decision of the Board of Directors on 19.07.2022.
Composition of the Committee in 2025:
- Aset Kuandykovich Abdualiyev (Chairman of the Committee until 29 August),
- Olzhas Tleukhabyluly (Chairman of the Committee from 5 December 2025),
- Dmitry Aleksandrovich Zaika,
- Artur Viktorovich Neupokoyev.
In accordance with the Corporate Governance Code of Kazakhtelecom JSC, the Audit and Sustainability Committee fully consists of independent directors who comply with the criteria of recognition of independence of directors envisaged by sub-item 20) of article 1 of the Law of the Republic of Kazakhstan “On joint-stock companies”.
In accordance with the Regulation on the Committee, the following were invited by the Chairman of the Committee to the meetings for the presentation of information on the issues of the agenda:
- members of the Board of Directors,
- heads of the Internal Audit Service and the Compliance Service;
- representatives of the external auditor Ernst & Young LLP;
- employees of the Company (top management, heads of structural subdivisions, specialists) and employees of subsidiary organizations.
The Committee, according to item 16 of the Regulation on it, holds regular in-person meetings not less than once a quarter and extraordinary meetings — as necessary. The Work Plan of the Committee for 2025 provides for meetings in each of the 4 quarters with the enumeration of issues attributed to the competence of the Committee.
The Committee in 2025 held 9 meetings, at which 29 issues were considered, and corresponding recommendations were given to the Board of Directors of the Company, among which issues of the activities of the Internal Audit Service, the Compliance Service, internal controls and risks, financial statements, external audit and other important issues.
The Committee worked in accordance with the Work Plan for 2025. The members of the Committee actively participated in each of its meetings and their activities were sufficiently effective.
The Committee in its work strictly was guided by the Charter of Kazakhtelecom JSC, the Corporate Governance Code of the Company, the Regulation on the Committee.
The Committee and its members in the performance of duties acted in the interests of the Company, conscientiously and reasonably. The Committee fulfilled the goals, tasks and functional duties established for it by the Corporate Governance Code of the Company, the Regulation on the Committee, instructions of the Board of Directors, as well as the work plan of the Committee for 2025.
Table 82. Participation in the meetings of the Committee in 2025
| Members of the Committee | № 1 25.02 | № 2 20.03 | № 3 23.04 | № 4 28.05 | № 5 18.07 | № 6 28.08 | № 7 03.11 | № 8 04.12 | № 9 12.12 | Percentage of attendance |
|---|---|---|---|---|---|---|---|---|---|---|
| A. K. Abdualiyev | + | + | + | - | + | + | 83.3% | |||
| D. A. Zaika | + | + | + | + | + | - | + | + | + | 88.9% |
| A. V. Neupokoyev | + | + | + | + | + | + | + | + | + | 100% |
| O. Tleukhabyluly | + | 100%* |
* For O. Tleukhabyluly 100% of meetings after inclusion in the Committee.
Personnel, Remuneration and Social Issues Committee
GRI 2-20
А The Personnel, Remuneration and Social Issues Committee of the Board of Directors was created by decision of the Board of Directors of Kazakhtelecom JSC in 2015.
In its activities, the Committee is fully accountable to the Board of Directors and carries out its activities in accordance with the Regulation on the Personnel, Remuneration and Social Issues Committee of the Board of Directors of Kazakhtelecom JSC, approved by decision of the Board of Directors Protocol No. 2 of 18.03.2015.
А
Composition of the Personnel, Remuneration and Social Issues Committee of the Board of Directors of Kazakhtelecom JSC in 2025:
- Dmitry Aleksandrovich Zaika (Chairman of the Committee),
- Aset Kuandykovich Abdualiyev (left the BoD on 29.08.2025),
- Artur Viktorovich Neupokoyev,
- Yelzhas Muratovich Otynshiyev.
А In accordance with the Regulation on the Personnel, Remuneration and Social Issues Committee, the following were invited by the Chairman of the Committee to the meetings as speakers, observers, as well as for the presentation of information on the issues of the agenda:
- members of the Board of Directors;
- employees of the Company (top management, heads of structural subdivisions, specialists);
- candidates for managerial positions in accordance with the List of positions of managerial employees.
The Personnel, Remuneration and Social Issues Committee in 2025 held 13 in-person meetings, at which 28 issues were considered and corresponding recommendations were given on them to the Board of Directors of the Company. These are, in particular, issues of a social nature, changes in the structure of the Central Office, the election of employees to the composition of the Management Board of the Company, appointments to the positions of first heads of subsidiary organizations, approval of KPIs for managerial employees, remuneration of labour, personnel management and others. А
The Committee worked in accordance with the Work Plan for 2025. The members of the Committee actively participated in each of its meetings and their activities were sufficiently effective.
This Committee and its members in the performance of duties acted in the interests of the Company, conscientiously and reasonably.
In 2025, the Personnel, Remuneration and Social Issues Committee fulfilled the goals, tasks and functional duties established for the Committee by the Corporate Governance Code of the Company, the Regulation on the Appointments and Remuneration Committee, decisions and instructions of the Board of Directors of the Company, as well as the work plan of the Committee for 2025.
Table 83. Participation in the meetings of the Personnel, Remuneration and Social Issues Committee in 2025
| Members of the Committee | № 1 27.01 | № 2 19.02 | № 3 18.03 | № 4 20.03 | № 5 23.04 | № 6 05.05 | № 7 29.05 | № 8 18.07 | № 9 28.08 | № 10 18.09 | № 11 30.09 | № 12 03.11 | № 13 04.12 | Percentage of attendance |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| D. A. Zaika | + | + | + | + | + | + | + | + | - | + | + | + | + | 92.3% |
| A. K. Abdualiyev | + | - | + | + | + | + | - | + | + | 77.8% | ||||
| A. V. Neupokoyev | + | + | + | + | + | + | + | + | + | + | + | + | + | 100% |
| Ye. M. Otynshiyev | + | - | - | - | - | + | + | + | + | + | + | + | + | 69.2% |
Strategic Planning Committee
The Strategic Planning Committee of the Board of Directors of Kazakhtelecom JSC was created by decision of the Board of Directors in 2010. The Strategic Planning Committee is a consultative and advisory body of the Board of Directors and carries out its activities in accordance with the Regulation on the Strategic Planning Committee, approved by decision of the Board of Directors on 19.11.2010.
Composition of the Strategic Planning Committee of the Board of Directors of Kazakhtelecom JSC in 2025:
- Artur Viktorovich Neupokoyev (Chairman of the Committee),
- Aset Kuandykovich Abdualiyev (left the BoD on 29.08.2025),
- Dmitry Aleksandrovich Zaika,
- Olzhas Tleukhabyluly (from 05.12.2025),
- as well as experts without the right of vote Rakhmetolla Anuarbekovich Kudaybergenov (from 05.12.2025) and Almagul Umurzakovna Mukanova (representatives of Samruk-Kazyna JSC).
The following were invited by the Chairman of the Committee to the meetings as observers, speakers, as well as for the presentation of information on the issues of the agenda:
- members of the Management Board;
- managerial and other employees of the Company, as well as subsidiary organizations;
- representatives of Samruk-Kazyna JSC.
The Strategic Planning Committee, according to item 15 of the Regulation on it, holds meetings under an annual plan approved by decision of the Committee, but not less than once a quarter, extraordinary meetings — as necessary.
The Strategic Planning Committee in 2025 held 13 in-person meetings, at which 21 issues were considered and corresponding recommendations were given on them to the Board of Directors of the Company. These are issues of strategy, business planning, strategic projects and other important issues of the activities of the Company.
The Committee worked in accordance with the Work Plan for 2025. The members of the Committee actively participated in each of its meetings and their activities were sufficiently effective.
This Committee and its members in the performance of duties acted in the interests of the Company, conscientiously and reasonably.
The Committee fully resolves the tasks on the determination and presentation of recommendations to the Board of Directors of the Company on the issues of determination of priority directions of activities of the Company and the strategy of its development, including issues on the development of measures contributing to the enhancement of the effectiveness of the activities of the Company in the long term.
In 2025, the Strategic Planning Committee fulfilled the goals, tasks and functional duties established by the Regulation on the Strategic Planning Committee, decisions of the Board of Directors of the Company, instructions of the Board of Directors, as well as the work plan of the Committee for 2025.
Table 84. Participation in the meetings of the Strategic Planning Committee in 2025
| Members of the Committee | № 1 22.01 | № 2 19.02 | № 3 18.03 | № 4 20.03 | № 5 31.03 | № 6 17.07 | № 7 21.07 | № 8 28.08 | № 9 18.09 | № 10 03.11 | № 11 14.11 | № 12 24.11 | № 13 26.12 | Percentage of attendance |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A. V. Neupokoyev | + | + | + | + | + | + | + | + | + | + | + | + | + | 100% |
| A. K. Abdualiyev | + | - | + | + | + | - | + | + | 75% | |||||
| D. A. Zaika | + | + | + | + | + | + | + | - | + | + | + | + | - | 84.6% |
| O. Tleukhabyluly | + | 100%* |
* For O. Tleukhabyluly 100% of meetings after inclusion in the Committee from 05.12.2025.
5.4.10. Enhancement of the professional competence of members of the Board of Directors
GRI 2-17
А At the Company, the Policy on the enhancement of qualifications and engagement of external experts by members of the Board of Directors is in effect. It has been developed with account for the best practice of corporate governance with the aim of enhancing the effectiveness of the work of the Board of Directors by introducing a system of development of skills and enhancement of qualifications of the members of the Board of Directors and the realisation of their right to engage external experts if the issues considered by the Board of Directors require external professional and independent expertise.
In 2025, training of the members of the Board of Directors was not conducted. А In 2026, training of members of the BoD on ESG issues is planned.
In December 2025, a training was conducted for all employees of the Company on the topic “Risk management and internal control system”. Also, thematic training sessions for members of management bodies and the executive body on issues of compliance and anti-corruption were conducted; employees of the Secretariat participated in the Programme of certification of corporate secretaries conducted by the Central Asian Association of Corporate Secretaries (CAACS). In this Programme, issues of the history of corporate governance, legislative foundations of activities, issues of corporate culture and ethics and other issues were considered.
5.4.11. Remuneration of the Board of Directors
GRI 2-19
А In accordance with the decision of the General Meeting of Shareholders of Kazakhtelecom JSC of 12.08.2021, the independent director is paid a fixed annual remuneration and additional remuneration for membership/chairmanship in committees of the Board of Directors:
- for non-residents of the Republic of Kazakhstan — a fixed annual remuneration in the amount of USD 45,000 (forty-five thousand US dollars) and additional remuneration for membership/chairmanship in committees of the Board of Directors of the Company in the amount of USD 11,000 (eleven thousand US dollars) after withholding of taxes and other obligatory deductions in accordance with the legislation of the Republic of Kazakhstan;
- for residents of the Republic of Kazakhstan — a fixed annual remuneration in the amount of KZT 16,650,000 (sixteen million six hundred fifty thousand tenge) and additional remuneration for membership/chairmanship in committees of the Board of Directors of the Company in the amount of KZT 4,000,000 (four million tenge) after withholding of taxes and other obligatory deductions in accordance with the legislation of the Republic of Kazakhstan. А
The total remuneration paid by the Company to resident members of the Board of Directors for 2025 amounts to KZT 59,993,478. The total remuneration paid by the Company to non-resident members of the Board of Directors for 2025 amounts to USD 37,130. The total aggregate remuneration paid to the members of the Board of Directors of the Company for 2025 amounts to KZT 79,132,078.
