Resolutions of 2020

On December 29, 2020, the in-presence meeting to the Board of Directors of JSC NMC Tau-Ken Samruk was held, where 8 Agenda items were considered:

1. On approval of the Consolidated Register and Risk Map of JSC NMC Tau-Ken Samruk for 2021.  
2. On approval of motivational key performance indicators for the members of the Management Board of JSC NMC Tau-Ken Samruk and their target values for 2021.
3. On determination of the amount and terms of payment of remuneration and compensation of expenses to a member of the Board of Directors of ShalkiyaZinc LTD JSC for the performance of his duties.
4. Consideration of the report on implementation of the HR Policy of JSC NMC Tau-Ken Samruk for 2020.
5. On amendments to the HR Policy of JSC NMC Tau-Ken Samruk for 2018-2028, approved by the decision of the Board of Directors of JSC NMC Tau-Ken Samruk of October 29, 2018 (Minutes No.09/18).
6. Consideration of the annual Report of the Board of Directors of ShalkiyaZinc LTD JSC for 2020.
7. On approval of the Work Plan of the Board of Directors of JSC NMC Tau-Ken Samruk for 2021.
8. On presentation of the adjusted financial and economic model and the Investment Memorandum of the Shalkiya project based on Jorc data on the project “Industrial development of polymetallic ores of the Shalkiya deposit in the Kyzylorda region with the construction of a processing plant.

On December 09, 2020, the in-presence meeting to the Board of Directors of JSC NMC Tau-Ken Samruk was held, where 19 Agenda items were considered:

1. Consideration of the Report on the execution of the Business Plan (Development Plan) of JSC NMC Tau-Ken Samruk for 2020-2024 for 9 months of 2020.
2. On the delivery of 5 exploration licenses for the Kaskyrmys area in the Almaty region within the framework of a joint geological exploration project of JSC NMC Tau-Ken Samruk and Kazakhstan Fortescue LLP
3. On consideration of the CBDO report on attracting investments.
4. On approval of amendments and additions to the Regulation on the management of subsidiaries and dependent organizations of Joint-Stock Company “National Mining Company“Tau-Ken Samruk”.
5. On approval of the Risk Report of JSC NMC Tau-Ken Samruk for Q3 2020.
6. On approval of the consolidated Register and Risk Map of JSC NMC Tau-Ken Samruk, updated following Q3 2020.
7. Consideration of the performance report of the Internal Audit Service of JSC NMC Tau-Ken Samruk for Q3 2020.
8. Performance evaluation of the Internal Audit Service of JSC NMC Tau-Ken Samruk and its Head for Q3 2020.
9. Consideration of key performance indicators of the Internal Audit Service of JSC NMC Tau-Ken Samruk and its Head for 2021.
10. Consideration of the report of the Compliance officer of JSC NMC Tau-Ken Samruk for Q3 2020.
11. Consideration of the remuneration of the Compliance Officer of JSC NMC Tau-Ken Samruk for Q2 2020.
12. On the approval of the KPI for 2021 of the Compliance Officer of JSC NMC Tau-Ken Samruk.
13. On amendments to the Regulation on the Compliance Officer of JSC NMC Tau-Ken Samruk.
14. On consideration of the Report on the implementation of the Action Plan for improvement of the corporate governance system of JSC NMC Tau-Ken Samruk for 2019-2020 following Q3 2020”.
15. Payment of remuneration to the members of the Management Board of JSC NMC Tau-Ken Samruk based on the achievement of key performance indicators for 2019.
16. On approval of individual development plans for the members of the Management Board of  JSC NMC Tau-Ken Samruk for 2020-2021.
17. On changes in the composition of the Supervisory Boards of Silicon Mining LLP, Tau-Ken Temir LLP and JV Alaigyr LLP.
18. On amendments to the Charter of Silicon Mining LLP.
19. On consideration of the activities of the Supervisory Board of JV Alaigyr LLP.

On November 05, 2020, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held in the framework of which 4 Agenda items were considered:

1. Consideration of the Business Plan (Development Plan) of JSC NMC Tau-Ken Samruk for 2021-2025.
2. On increase in the equity capital of Shokpar-Gagarinskoye LLP.
3. On liquidation of TKS Geology LLP.
4. On election of the senior Independent Director of JSC NMC Tau-Ken Samruk.

On October 09, 2020, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held in the framework of which 11 Agenda items were considered:

1. Consideration of the Report on execution of the Business Plan (Development Plan) of JSC NMC Tau-Ken Samruk for 2020-2024 following 6 months 2020.
2. On approval of the LFP project (M&A transaction) providing for alienation of  100% share of JSC NMC Tau-Ken Samruk in the equity capital of Shokpar-Gagarinskoye LLP to Sunlight Investments LLP.
3. On approval of the Roadmap on implementation of the Development Strategy of JSC NMC Tau-Ken Samruk for 2020-2022.
4. Consideration of key performance indicators of the Internal Audit Service of JSC NMC Tau-Ken Samruk and its Head for 2020.
5. On consideration of the budget of the Internal Audit Service of JSC NMC Tau-Ken Samruk for 2020.
6. Consideration of the оperating Report of the Internal Audit Service of JSC NMC Tau-Ken Samruk for H1 (Q1-2) 2020.
7. Performance evaluation of the Internal Audit Service of JSC NMC Tau-Ken Samruk and its Head for H1 (Q1-2) 2020.
8. On the mentoring surcharge to the Chief Business Development Officer – Member of the Management Board of JSC NMC Tau-Ken Samruk.
9. On approval of the Action Plan for Performance Evaluation of the Board of Directors and its Committees, Chairman, Members of the Board of Directors and Corporate Secretary of JSC NMC Tau-Ken Samruk for 2020-2021.
10. On pledging funds to LLP JV “Alaigyr” placed on a deposit account with the Eurasian Development Bank and making amendments to the conditions of the provided collateral under Loan Agreement No.819 of December 30, 2016
11. On approval of the list of assets of JSC NMC Tau-Ken Samruk, subject to withdrawal from the structure of the Group of Companies of Samruk-Kazyna JSC until 2028.

On August 27, 2020, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held in the framework of which 16 Agenda items were considered:

1. On approval of the list and methodology of calculation of strategic key performance indicators of JSC NMC Tau-Ken Samruk for 2021-2025.
2. Consideration of the implementation strategy of the project “Joint development of tungsten fields Severniy Katpar and Verkhnee Kairaktinskoye in the Karaganda region” after completion of the preliminary feasibility study.
3. On approval of the Sustainability Development Policy of Joint-Stock Company “National Mining Company “Tau-Ken Samruk”.
4. On consideration of the report on execution of the 2019 – 2020 Action Plan of JSC NMC Tau-Ken Samruk for implementation of the sustainable development following Q2 2020.
5. On consideration of the Operating report of the Strategic Planning and Investment Committee under the Board of Directors of JSC NMC Tau-Ken Samruk for 2019.
6. On approval of key performance indicators of members of the Management Board of JSC NMC Tau-Ken Samruk and their target values for 2020 in the new version.
7. On consideration of the Operating report of the Nomination and Remuneration Committee under the Board of Directors of JSC NMC Tau-Ken Samruk for 2019.
8.  On approval of the Risk report of JSC NMC Tau-Ken Samruk for Q2 2020.
9. On approval of the consolidated Risk Register and Map of the Company for Q2 2020.
10. On consideration of the Report on execution of the Action Plan for Improving the Corporate Governance System of JSC NMC Tau-Ken Samruk of the 2019 – 2020 for Q2 2020.
11. On making additions to the Instruction on compliance verification of counterparties in JSC NMC Tau-Ken Samruk.
12. On consideration of the Operating report of the Audit Committee under the Board of Directors of JSC NMC Tau-Ken Samruk for 2019.
13. On approval of the total headcount and organizational structure of JSC NMC Tau-Ken Samruk in the new version.
14. On approval of amendments to the Regulation on Management of Subsidiary and Dependent Organizations of Joint-Stock Company “National Mining Company “Tau-Ken Samruk”.  
15. On reducing the equity capital in TKS Geology LLP, on approval of the Charter of TKS Geology LLP in the new version.
16. Consideration of the Report on the disclosure transparency and effectiveness of JSC NMC Tau-Ken Samruk for H1 2020.

On July 28, 2020, it was held the official meeting of the Board of Directors of “NMC “Tau-Ken Samruk” JSC in terms of which it has been considered 10 items on the agenda:

1. On the updating of the Corporate Strategy of the Joint Stock Company “National Mining Company “Tau-Ken Samruk”.
2. On approval of the signing of the Supplement to the Term-sheet between “NMC “Tau-Ken Samruk” JSC and “Scandivanadium Ltd.” and the approval of the subsoil use licensing application.
3. On the approval of the adjustments of the key parameters within the “Staroye” TMO project of the tailing dump of the Zyryanovsk Lead Mining Complex (LFP Project) and the terms of business with “Eurasian Minerals Trade” TOO LLP.
4. On transfer of the subsoil use rights under the License No. 217-EL dated July 22, 2019 and the License No. 229-EL dated July 25, 2020 into the authorized capital of “Silicon Mining” LLP.
5. Review of the Annual Audit Plan of the Internal Audit Service of “NMC “Tau-Ken Samruk” JSC for 2020.
6. Review of the Progress report of the Compliance Officer of “NMC” Tau-Ken Samruk” JSCfor the first half of 2020.
7. On approval of the motivational key performance indicators and their target values for 2020 of the Chief Director for Project Management and the Chief Director for Business Development of “NMC “Tau-Ken Samruk” JSC.
8. On changing of the Supervisory Boards’ composition within the subsidiaries of “NMC “Tau-Ken Samruk” JSC.
9. On the areas of concern within the policy management. 
10. On amendments being made to the Charter of “Severniy Katpar”  LLP.

The Meeting of the Board of Directors of NMC Tau-Ken Samruk JSC was held in-person on June 30, 2020, where 15 issues have been proceeded:

1. Review of the Report on the implementation of the Business plan (development Plan) of JSC  NMC “Tau-Ken Samruk” for 2020-2024 for 3 months of 2020».
2. Approval of an interested-party transaction between JSC NMC “Tau-Ken Samruk” and KAZZINC LLP on the settlement of exploration issues in the territory of the Zyryanovsky enrichment plant tailings.
3. Approval of the total number of employees and the organizational structure of JSC  NMC “Tau-Ken Samruk” in the new version»
4. On the appointment of a Member of the Board of JSC NMC “Tau-Ken Samruk».
5. Payment of remuneration to members of the Management Board of JSC NMC “Tau-Ken Samruk” based on key performance indicators for 2019.
6. On approval of the project to search for copper and associated components in the Kundyzdinsky and Berchogursky districts of the Aktobe region, which provides for the use of own funds of JSC  NMC “Tau-Ken Samruk”.
7. About approval of the project on assessment of metals at the prospective Berkara and Samombetsky field in the Karaganda region, providing for the use of own funds of JSC NMC”Tau-Ken Samruk”.
8. Consideration of the implementation Strategy forproject “Mining and processing of polymetallic ores at the Alaigyr deposit in the Karaganda region.
9. Review of the implementation Strategy for project “Joint development of the North Katpar and Upper Kairaktinskii tungsten mines in the Karaganda region».
10. On approval of the concept for the exploration project in the Suzak district of South Kazakhstan region (LFP) in the framework of cooperation between JSC  NMC “Tau-Ken Samruk” and LLP “SH Minerals”.
11. About approval of delivery, license No. 70-EL from April 10, 2019.
12. Approval of the Regulations on the management of exploration projects of JSC NMC “Tau-Ken Samruk” and its subsidiaries.
13. About liquidation of «Tau-Ken Mining» LLP.
14. About consideration of results analysis of incoming correspondence from JSC “Samruk-Kazyna” in JSC NMC “Tau-Ken Samruk” in 2019.
15. On the imposition of disciplinary sanctions on the General Directorate “Tau-Ken Temir”.

The Meeting of the Board of Directors of NMC Tau-Ken Samruk JSC was held in-person on June 5, 2020, where 3 issues have been proceeded:

1. Obtaining licenses for exploration of the Berkara and Samombet fields in Karaganda region.

2. Approval of Term-sheet signing between JSC NMC «Tau-Ken Samruk» and Scandivanadium Ltd.» including the approval of obtaining licenses for subsoil use.

3. On receiving a license Kundizdi and Berchogur districts in Aktobe region.

The Meeting of the Board of Directors of NMC Tau-Ken Samruk JSC was held in-person on April 20, 2020, where 16 issues have been proceeded:

1. Review of the Business Plan implementation Report (Development Plan) of JSC NMC Tau-Ken Samruk for 2019-2023 in 12 months of 2019.
2. Determination of the Tau-Ken Samruk NMC JSC status as the participant in KazzincHoldings LLP on the activities related to the competence of the general meeting of participants of KazzincHoldings LLP.
3. Procedure of the net income distribution in 2019 and dividend amount per one ordinary share of Tau-Ken Samruk JSC for 2019.
4. Approval of the concept for the geological exploration project in the Suzak district of the South Kazakhstan region (LFP) in frames of Tau-Ken Samruk NMC JSC and SH Minerals LLP cooperation.
5. Approval of the key parameters adjustments in the project of TMO “Staroe” tailing pond of the Zyryanovsk Lead Plant (LFP Project) and terms of cooperation with Eurasian minerals trade LLP.
6.  Termination of powers of the head of the Internal Audit of JSC NGK Tau-Ken Samruk Mrs. D.K. Yusupova.
7. Approval of the new edition of the Rules in line to establish the limits on the balance and off-balance sheet commitments for counterparty banks of Tay-Ken Samruk NMC JSC».
8. Approval of the Credit Risk Management Rules of Tau-Ken Samruk NMC JSC.
9. Approval of the Consolidated Risk Register of Tau-Ken Samruk NMC JSC related to the Coronavirus COVID-19.
10. Review of the Compliance Officer Report of Tau-Ken Samruk NMC JSC for Q-4 2019.
11. Approval of KPI for the Compliance Officer of Tau-Ken Samruk NMC JSC for 2020.
12. Nomination of experts to the Strategic Planning and Investment Committee of the Board of Directors of Tau-Ken Samruk NMC JSC.
13. Modification of the Supervisory Board composition of Alaygyr LLP.
14. Approval of job description and job evaluation (grade) and salary scheme for the Corporate Secretary of Tau-Ken Samruk NMC JSC.
15. Determination of the quantitative composition of the Management Board of Tau-Ken Samruk NMC JSC.
16. Approval of the job descriptions, job evaluations (grades) of the Chairman and members of the Management Board of Tau-Ken Samruk NMC JSC.

The Meeting of the Board of Directors of NMC Tau-Ken Samruk JSC was held in-person on March 12, 2020, where 28 issues have been proceeded:

1. On review of the CEO’s periodic report.
2. Review of the CFO’s periodic report for 12 months of 2019.
3. Preliminary approval of the annual financial statements of Tau-Ken Samruk NMC JSC and submission of that for approval of Sole Shareholder.
4. Approval of the Risk Report of Tau-Ken Samruk NMC JSC for 2019.
5. Approval of the risk appetite of Tau-Ken Samruk NMC JSC for 2020.
6. Update the internal regulatory documents in the scope of risk management and internal audit of Tau-Ken Samruk NMC JSC.
7. Review of the Activity Report and Performance Assessment Report of Internal Audit of Tau-Ken Samruk NMC JSC and the Head of that for Q4 2019.
8. Review of the Activity Report and Performance Assessment Report of Internal Audit of Tau-Ken Samruk NMC JSC and the Head of that for year 2019.
9. Approval of the Counterparties Compliance Verification Instructions in Tau-Ken Samruk NMC JSC.
10. Approval of the motivational key performance indicators for the members of Management Board and their target values for 2020.
11. Modification of the composition of the Supervisory Boards of Masalsky MPP LLP and Silicon Mining LLP.
12. Modification of the composition of the Supervisory Boards of North Katpar LLP. 
13. On the General Director of North Katpar LLP.
14. Early termination of powers and nomination for the Director of Silicon Mining LLP.
15. Increase the composition and nomination of new members of the Board of Directors of ShalkiyaZinc LTD JSC
16. Approval of the Talent Management Rules of the group companies of Tau-Ken Samruk NMC JSC.
17. Review of the HR Policy Report of Tau-Ken Samruk NMC JSC for 2019.
18. Nomination, determination of the office term for the Corporate Secretary, as well as the size of the official salary and remuneration terms of the Corporate Secretary.
19. Approval of the Activity Plan for the Board of Directors of Tau-Ken Samruk NMC JSC for 2020.
20. Obtain 47 exploration licenses for solid minerals of Tau-Ken Samruk NMC JSC in frames of cooperation with Kazakhstan Fortescue LLP.
21. Approval of the key parameters adjustments of the project “Extraction and processing of polymetallic ores at the Alaygyr deposit in Karaganda region.
22. Approval of the total staffing and organizational chart of Tau-Ken Samruk NMC JSC.
23. Determination of the Tau-Ken Samruk NMC JSC status as the participant of Kazzinc Holdings LLP in the activities related to the competence of the general meeting of participants of Kazzinc Holdings LLP and the General meeting of participants of Kazzinc LLP.
24. Review of the Report on the transparency and efficiency of the information disclosure processes in Tau-Ken Samruk NMC JSC for the 2nd half of 2019.
25. Modification to be made in the Charter of Tau-Ken Samruk NMC JSC.
26. ShalkiyaZinc LTD JSC.
27. Modification to be made in the Charter of Shokpar-Gagarinskoye LLP.
28. Termination of the Agreement on the basic terms of transaction (Term Sheet) concluded between Tau-Ken Samruk NMC JSC and Xiamen Tungsten Co. Ltd. dated November 22, 2018.