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SOVEREIGN WEALTH FUND "SAMRUK-KAZYNA" JSC Annual report 2012 Astana, 2013 AnnuAl report 2012 CONTENTS Annual report 2012 1. INTRODUCTION 7 1.1 Samruk-Kazyna JSC in figures and facts in 2012 8 1.2 Important events of Samruk-Kazyna JSC in 2012 10 1.3 Welcome address of the Chief Executive Officer of Directors 16 Samruk-Kazyna JSC 1.4 Welcome address of the Chief Executive Officer 18 Samruk-Kazyna JSC 2. ABOUT US 21 2.1 Main activities, goals and objectives of Samruk-Kazyna 22 2.2 Organization structure of Samruk-Kazyna JSC 23 2.3 SWOT analysis of the Company with brief comments on the strengths, weaknesses, 24 opportunities and threats 2.4 List and profiles of the largest subsidiaries and affiliates of Samruk-Kazyna JSC 25 2.5 The “People's IPO” program 28 2.6 Key financial and economic indicators 29 Samruk-Kazyna JSC 2.6.1 Financial and economic results 29 2.7 Investment activity 31 2.7.1 Investment policy 31 2.7.2 Ongoing and planned major capital investment projects 31 2.7.3 Participation in diversification and modernization of the national economy 32 2.8 Innovative development 34 2.9 Promotion of reforms, implementation of state programs, support of small and medium 36 businesses 2.9.1 Support of housing construction 36 2.9.2 Support of small and medium businesses 36 2.9.3 Local (Kazakhstani) content in procurement of the group of companies Samruk-Kazyna JSC 36 2.10 Human resources development and corporate social responsibility of Samruk-Kazyna 39 JSC 2.10.1 Human resources management, personnel development and vocational training 39 2.10.2 Occupational safety and health 41 2.10.3 Sponsorship and charity 41 2.10.4 Environmental protection 42 4 Sovereign Wealth Fund "Samruk-Kazyna" JSC 3. CORPORATE GOVERNANCE 45 3.1 Principles and report on corporate governance 46 3.2 The structure of the Board of Directors and the Management Board, and curriculum vitae 52 of senior managers of the Samruk-Kazyna JSC 3.3 Report on the work of the Board of Directors 60 3.4 Summary of remuneration of the Members of the Management Board and the Board of 67 Directors of Samruk-Kazyna JSC 3.5 Internal control and audit 67 3.6 Risk Management 69 4. ACTIVITIES OF SUBSIDIARIES AND AFFILIATE COMPANIES 73 4.1 Industrial group 74 4.1.1 NC KazMunayGas JSC 74 4.1.2 NAC Kazatomprom JSC 75 4.1.3 United chemical Company LLP 76 4.1.4 Tau-Ken Samruk JSC 77 4.1.5 NC Kazakhstan engineering JSC 78 4.2 Infrastructure group 79 4.2.1 KEGOC JSC 79 4.2.2 Samruk-Energo JSC 80 4.2.3 Kazakhtelecom JSC 81 4.2.4 Kazpost JSC 83 4.2.5 NC Kazakhstan Temir Zholy JSC 84 4.2.6 Air Astana JSC 85 4.3 Financial group 87 4.3.1 Development Bank of Kazakhstan JSC 87 4.3.2 Damu Entrepreneurship Development Fund JSC 88 4.3.3 Real Estate Fund Samruk-Kazyna JSC 90 4.3.4 Second tier banks 91 5. THE PRIORITY ACTIVITIES OF SAMRUK-KAZYNA JSC IN 2013 94 6. APPENDICES 97 About the etymology of the word “Samruk-Kazyna” 98 Glossary 100 5 AnnuAl report 2012 6 INTRODUCTION Samruk-Kazyna JSC in figures and facts in 2012 Important events of Samruk-Kazyna JSC in 2012 Welcome address of the Chief Executive Officer of Directors of Samruk-Kazyna JSC Welcome address of the Chief Executive Officer of Samruk-Kazyna JSC 7 AnnuAl report 2012 1.1 SAMRUK-KAZYNA JSC IN FIGURES AND FACTS IN 2012 TOTAL TAXES AND OTHER OBLIGATORY CHARGES PAID KZT 800 BLN (8.3% more than in 2011). STAFF NUMBER of the GROUP of COMPANIES SAMRUK-KAZYNA JSC WAS 339 619 PERSONS ((including production personnel – people, or 91.3% of the total number of309 employees). 997 EBITDA MARGIN IN 2012 18,2% EBITDA margin Consolidated net profit (loss) 19,3% EBITDA margin excl. of STB 1 135,4 2012 THE AMOUNT OF CONSOLIDATED REVENUE OF THE FUND TO THE COUNTRY'S GDP in 2012 WAS 2011 350,6 16.3% 2010 635,4 (KZT 4,911 bln out of KZT 30,218.5 bln). bln KZT 8 Sovereign Wealth Fund "Samruk-Kazyna" JSC Assets Revenue 4 911 4 400 15 235 3 609 T T Z 13 413 Z bln K 12 815 bln K 2010 2011 2012 2010 2011 2012 Consolidated net profit for 2012 with a breakdown by companies, (in brackets – change against 2011) NC KazMunayGas JSC 415 (-71) BTA Bank JSC 381 (+812) Kazakhtelecom JSC 223 (+172) JSC NC KTZh 115 (-11) NAC Kazatomprom JSC 53 (-26) Other 20 (+15) Samruk-Energo JSC T 19 (+4) Z Ekibastuz SDPP-1 LLP 17 (+1) bln K Air Astana JSC 9 (0) KEGOC JSC 7 (-1) Kazakhstan Development Bank JSC 6 (+26) Alliance Bank JSC 1 (-25) CC Samruk-Kazyna JSC -130 (-113) Consolidated 1 135 (+785) 0 100 200 300 400 500 600 700 800 900 1000 1100 1200 1300 1400 9 AnnuAl report 2012 1.2 IMPORTANT EVENTS OF SAMRUK-KAZYNA JSC IN 2012 The Frame Procurement Contract region of Kazakhstan. Exploration JANUARY in the field of electrification and Production KazMunayGas has of the railway of the Republic allocated KZT 20 bln for creation The Board of Directors elected E.L. of Kazakhstan was signed of jobs. Bakhmutova to the post of Deputy between NC KTZh JSC, Temir Chief Executive of the Fund. Zhol Electrification LLP and the The NC KazMunayGas JSC and Siemens AG group of companies, the China National Petroleum Tau-Ken Samruk JSC established during the visit of the President Corporation signed in Beijing a number of joint ventures for of the Republic of Kazakhstan an agreement on the pricing implementation of the exploration N.A. Nazarbayev to the Federal mechanism for supply of gas and production project at the Republic of Germany. produced by CNPC-Akto - Eshkeolmes and Alaygyr fields and bemunaygas JSC to the southern at the Predgorniy Ketmen site. M.A. Turmagambetov appointed regions of the Republic of the Chief Executive Officer of Tau- Kazakhstan through the Beyneu – Air Astana JSC has introduced five Ken Samruk JSC. Bozoy – Shymkent pipeline. Boeing 757 - 200 type airplanes to the aircraft fleet to carry out Two TE33A locomotives of Samruk-Energo JSC and domestic routes flights, as well as “Evolution” series were exported Samsung C&T Corporation to the countries of Asia, Europe and for Tajik railways. signed in Seoul an “Agreement the Persian Gulf. on sale and purchase of shares Kazakhtelecom JSC successfully of Balkhash Thermal Power Plant A medical train “Salamatty completed the transaction of sale JSC” under the implementation Kazakhstan”, organized by NC KTZh of 49% share in GSM Kazakhstan of the investment project – the JSC, the Ministry of Health, and the Kazakhtelecom OJSC to the construction of the Balkhash Emergency Situations Ministry of European telecommunications thermal power plant. the Republic of Kazakhstan, started holding Company Telia Sonera its way to the northern regions of A.B. at the price of US$ 1,519 mln. the country. APRIL The charter capital of Samruk- MARCH The National Maritime Shipping Kazyna Invest LLP has been Company Kazmortransflot increased due to additional Corporate University Samruk- proceeded with shipment of installment in the amount of KZT Kazyna held VII International Kazakhstan's metal products. 756.8 mln. Conference “HR human resource management: an integrated HR” Almaty City Akimat and under the aegis of the Fund and KazTransGas JSC have signed a FEBRUARY its companies. The results of the memorandum on joint measures Republican contest “Senim 2011” for the further development The head of State signed the Law were summarized during the of gas infrastructure of the of the Republic of Kazakhstan “On Conference. megapolis under the program the Sovereign Wealth Fund”. aimed to reduce pollution of the 2,010 previously dismissed environment of Almaty by 2018. The Board of Directors approved employees of the production the Charter of the Fund and branch Ozenmunaygaz of The agreement on the a number of other amended Exploration and Production participation of Kazgeologiya JSC documents. KazMunayGas JSC and in manganese ore exploration Karazhanbasmunay JSC were of TNC Kazchrome in the Ulutau outplaced in the Mangystau 10 Sovereign Wealth Fund "Samruk-Kazyna" JSC district of Karaganda region has The United Chemical Company been reached. LLP in association with Officium JUNE Projects Ltd. and Tecnimont S.p.a. Kazakhtelecom JSC was awarded Created a specialized engineering The first meeting of the Council for the sixth time, according to Company UCC Engineering LLP. for administration of the the results in 2011, the diploma Sovereign Wealth Fund chaired by of the Kazakhstan Stock Exchange East Kazakhstan Distribution the Head of the State, in which the “For striving for transparency”. Company JSC was transferred development strategy of Samruk- According to the rules for from Samruk-Kazyna JSC as Kazyna JSC for 2012–2022 has reward of listing companies the charter capital payment to been approved, took place. KASE prizes are awarded to the Samruk-Energo JSC. companies that demonstrate The President of the Republic of the best examples of business During the specialized military Kazakhstan signed the Decree behavior in securities market and exhibition KADEX-2012, National “On establishment of a special most fully disclose information Company Kazakhstan Engineering economic zone Chemical Park about their activities. JSC has entered into a number of “Taraz”. long-term contracts with world Samruk-Energo JSC has leading companies in the amount The Atyrau Refinery LLP signed completed the sale of shares of US$ 1.8 bln.
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