NOTICE

Joint Stock Company “National Company “KazMunayGas” (hereinafter the Company or NC “KazMunayGas” JSC), the executive body of which is located at the address: 8, Dinmukhamed Kunayev Street, Astana, Z05H9E8, Republic of Kazakhstan, hereby notifies its shareholders of holding the Annual General Meeting of Shareholders of NC “KazMunayGas’ JSC, on the initiative of the Board of Directors of NC “KazMunayGas’ JSC (Minutes No.8/2024 dated 10 April 2024), in the form of mixed voting (hereinafter referred to as the AGM)

The date of the AGM: 28 May 2024.

The time of the AGM: 15:00 (Astana time)

Venue of the AGM: Conference Hall, Floor 2, 8, Dinmukhamed Kunayev Street, Astana.

The proposed agenda of the AGM is as follows:

On approval of the annual financial statements of NC “KazMunayGas” JSC for 2023.
On the procedure for distribution of net income of NC “KazMunayGas” JSC for 2023 and the amount of dividend per one common share of NC “KazMunayGas” JSC.
On appeals of shareholders on actions of NC “KazMunayGas” JSC and its officials in 2023 and the results of their consideration.
On approval of the Corporate Governance Code of NC “KazMunayGas” JSC in a new edition.
On determination of the auditing organization to audit the financial statements of NC “KazMunayGas” JSC for 2025-2029.
On making changes in the composition of the Counting Committee of the General Meeting of Shareholders of NC “KazMunayGas” JSC.

In connection with holding the AGM in the form of mixed voting, in accordance with the procedure established by the legislation of the Republic of Kazakhstan and the Company’s Charter, the agenda of the AGM cannot be changed and (or) supplemented.

The list of shareholders entitled to participate and vote at the AGM will be compiled by “Central Securities Depository” Joint Stock Company on the basis of the data of the Company’s shareholder register system as of 00:00 on 28 April 2024 (Astana time).

In the absence of a quorum, a second AGM will be held on 29 May 2024 at 15:00 (Astana time) at the above address and under the above agenda

The materials on the AGM agenda will be ready and available for review by shareholders no later than 10 (ten) business days (in accordance with the procedure established by the legislation of the Republic of Kazakhstan) before the date of the AGM in the Company’s building at the address: Office 1107, Floor 11, Block B, 8, Dinmukhamed Kunayev Street, Astana, Z05H9E8, the Republic of Kazakhstan, on business days from 9:00 to 18:30 (Astana time).

The materials on the EGM agenda will also be posted on the Company’s corporate website with due protection of confidential information.

If requested by a shareholder of the Company, the materials on the agenda items of the AGM will be sent to such shareholder within 3 (three) business days from the date of receipt of the request, with the expenses for making copies of documents and delivery of documents being borne by such shareholder.

Requests of shareholders are accepted at the location of the Company in accordance with the procedure established by the legislation of the Republic of Kazakhstan.

ABSENTEE VOTING BALLOT OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF JSC NC “KAZMUNAYGAS”

Answers to questions on the materials and on holding the AGM can be obtained on business days from 9:00 to 18:30 (Astana time) by telephone:

Telephone number: +7 (7172) 78-65-76 (in Kazakh)
Telephone number: +7 (7172) 78-65-25 (in Russian and English)

or by sending a written request to the Company.

For other questions, shareholders can contact the Company in accordance with the contact information set forth in the “Contacts” section of the Company’s website, including:

on issues related to investor relations:

Telephone number: +7 7172 78 64 34
E-mail: ir@kmg.kz
on media relations:

Telephone number: +7 (7172) 78 91 49
E-mail: press@kmg.kz

Procedure for holding the general meeting of shareholders

Registration of shareholders for participation in the AGM will take place from 11:00 local time to 13:00 local time on 28 May (29 May in case of postponement), 2024.

In order to register for the AGM, a shareholder must have the ID card, a power of attorney for participation in the AGM with the right to vote (proxies), and a document confirming the right to own shares, namely, an extract from the personal account.

If, after compiling the list of shareholders entitled to participate and vote at the General Meeting of Shareholders, a person included in the list alienates his/her voting shares in the Company, the right to participate in the AGM shall be transferred to the new shareholder.

The AGM will be held at the office of the Company, in the presence of shareholders or their representatives and certain employees and all or certain members of the Management Board and the Board of Directors of the Company.

Decisions on AGM agenda items are made by mixed (in-person and absentee) voting, in order to enable shareholders of the Company to freely exercise their rights to participate in the management of the Company.

After the shareholders have made decisions on the agenda items, the results of the AGM will be summarized and published in accordance with the established procedure.

To receive simultaneous interpretation at the AGM in Kazakh/Russian/English, shareholders should have a smartphone with the Zoom application and headphones.

Procedure for absentee voting

The notice of the upcoming AGM, as well as the absentee voting ballot, are available on the Company’s website and the website of the financial statements depositary (www.dfo.kz).
The start date for submission of ballots for counting the results of absentee voting is 20 May 2024.
In the case described in paragraph 18 of this Notice, the start date for the submission of absentee ballots to be counted is 28 May 2024.
The deadline for acceptance of ballots for counting the results of absentee voting is 28 May 2024 by 13:00 (Astana city time).
The date of counting the results of absentee voting is 28 May 2024 until 14:30 (Astana time).
The original ballot for absentee voting should be sent by mail or provided by hand to the Company’s office at the address: 8, Dinmukhamed Kunayev Street, Astana, Z05H9E8, Republic of Kazakhstan till 13:00 on 28 May 2024 (Astana time).
In the case described in paragraph 18 of this Notice, the original ballot for absentee voting should be submitted to the Counting Committee of the AGM at the address: 8, Dinmukhamed Kunayev Street, Astana, Z05H9E8, Republic of Kazakhstan till 13:00 on 28 May 2024 (Astana time).
The shareholder shall also submit a copy of the identity document, as well as a copy of the document confirming the right to hold the shares, namely, a personal account statement.
In case the absentee voting ballot is signed by the head of the shareholder-legal entity, it is necessary to submit copies of documents on election or appointment to the position of the first head of the shareholder-legal entity, as well as a copy of an identity document
In case the absentee voting ballot is signed by a representative of a shareholder-legal entity, a copy of a power of attorney or other document confirming the powers of the representative of the shareholder-legal entity shall be attached to the absentee voting ballot.
If the absentee voting ballot is signed by the shareholder’s representative, a copy of the power of attorney or other document confirming the powers of the shareholder’s representative shall be attached to the absentee voting ballot.
Shareholders voting by sending an absentee ballot must indicate their surname, first name, patronymic / name of a legal entity, number of voting shares and choose only one of the voting options for each agenda item.
A ballot for absentee voting must be signed by an individual shareholder (representative of an individual shareholder) indicating information about his/her identity document (ID card/passport number, date of issue, issuing authority, and individual identification number (IIN).
A ballot for absentee voting of a legal entity shareholder shall be signed by its head (representative of the legal entity shareholder).
A ballot paper without signature of a shareholder-individual or head of a shareholder-legal entity or representative of a shareholder-individual or representative of a shareholder-legal entity shall be considered invalid
When counting votes, votes will be taken into account for those issues for which the shareholder (shareholder representative) complied with the voting procedure specified in the ballot and marked only one of the possible voting options
If a shareholder who has previously sent a voting ballot arrives to participate and vote at the AGM, his/her previously sent ballot will not be taken into account when determining the quorum of the AGM and counting votes on the agenda items
Shareholders who arrived for participation and voting at the AGM after the number of shareholders registered for participation and voting at the AGM, which corresponds to the number of seats in the room for holding the AGM, will be provided by the Counting Committee of the AGM with absentee voting ballots, which such shareholders will need to fill in and submit to the Counting Committee of the AGM within the terms provided for in paragraph 7 of this Notice.
ГОСА проводится в соответствии со статьями 35 – 52 Закона Республики Казахстан от 13 мая 2003 года № 415-II «Об акционерных обществах». The AGM is held in accordance with Articles 35 - 52 of Law №415-II of the Republic of Kazakhstan “On Joint Stock Companies” dated 13 May 2003.