1. ABOUT
OF KTZ NC JSC



Kazakhstan Temir Zholy Republican State Enterprise was established by Resolution of the Government of the Republic of Kazakhstan dated January 31, 1997 No. 129 On the Reorganization of Railway Enterprises of the Republic of Kazakhstan by merging the republican state enterprises, such as the Almaty Railway Administration, the Tselinnaya Railway Administration and the West Kazakhstan Railway Administration. The purpose of the merger was to optimize the management structure of transportation process and the elimination of unnecessary links, financial and economic recovery of the railway industry.

By Resolution of the Government of the Republic of Kazakhstan dated March 15, 2002 No. 310 On Establishment of Kazakhstan Temir Zholy National Company Closed Joint-Stock Company, Kazakhstan Temir Zholy National Company Closed Joint-Stock Company was established by merging Kazakhstan Temir Zholy Republican State Enterprise and its subsidiary state enterprises.

Currently KTZ NC JSC has a holding structure based on ensuring the functional integrity ыand manageability of the railway industry in transportation process.

The sole shareholder of KTZ NC JSC is Samruk-Kazyna National Welfare Fund JSC. An ordinary share provides the Sole Shareholder with the right to make decisions submitted for consideration of the Sole Shareholder, right to dividends if KTZ NC JSC has net profit as per the relevant resolution of the Sole Shareholder and to a part of property owned by KTZ NC JSC in case of liquidation of the latter as provided for by the legislation of the Republic of Kazakhstan.




As of January 1, 2017

  • a number of authorized shares is 502,040,458 ordinary shares;
  • a number of outstanding shares is 496,063,720 ordinary shares;
  • nominal value of shares fixed on the date of establishment of KTZ NC JSC is 1,000 KZT.

KTZ NC JSC carries out the following activities: acting as an operator of a mainline railway network,transportation of passengers and goods by rail. To date, rail transport is an important component part of the industrial infrastructure of the Republic of Kazakhstan.

3. ASSET
PROFILE

The information on organizations, shares (interests) of which are directly or indirectly owned by KTZ NC JSC as of January 1, 2017

4. GOALS AND PLANS FOR FUTURE PERIODS

The Company’s Mission

“As one of the strategic infrastructural Company, we provide high-quality transport foundation for sustainable growth of the economy of Kazakhstan, create value for the Shareholder and deliver benefit to consumers and society in general by providing requested and competitive transport and logistics services”

Strategic Initiatives

The Development Strategy by 2025 was approved by the Board of Directors of KTZ NC JSC on November 26, 2015 as amended on February 11, 2016.
For the purpose of effective achievement of its Mission and Vision, KTZ NC JSC intends to systematically act based on the following strategic objectives:

  • maximizing the total equity cost of capital;
  • traffic safety;
  • customer satisfaction;
  • effective corporate governance;
  • social stability;
  • environmental safety.

As the main goal of KTZ NC JSC, we consider maximizing the total equity cost of capital as an indicator that meets the requirements of the Shareholder and assesses the effectiveness / ineffectiveness of the management of KTZ NC JSC.

All actions of KTZ NC JSC in the strategic and short-term periods will be aimed at maximizing the total equity cost of capital by increasing profitability (net profit).

5. RISK MANAGEMENT

KTZ NC JSC is aware of the importance of risk management as a key component of the corporate governance system of the Company and the Company’s subsidiaries aimed at prompt identification and taking measures to mitigate risks that could have negative effect on the Company’s value or reputation.

The corporate risk management system is implemented in KTZ NC JSC as a part of implementation of the recommendations of Samruk-Kazyna JSC, according to which the corporate risk management system should be implemented in accordance with the COSO model Corporate Risk Management – Integrated Model (2004).

The efficiency level of the risk management system following the results of the evaluation conducted by the Internal Audit Service of KTZ NC JSC (in accordance with the Methods for Evaluation of the Efficiency of the Corporate Risk Management System in the Subsidiaries and Affiliates of Samruk-Kazyna JSC) in 2016 was 59.1 %.

The efficiency level of the internal control system following on the results of the evaluation carried out by the Internal Audit Service of KTZ NC JSC (in accordance with the Methods for Evaluation of the Efficiency of the Internal Control System in the Subsidiaries and Affiliates of Samruk-Kazyna JSC) in 2016 was 89.8 %.

In 2016, the work of the Risk Committee, the Board Management and the Board of Directors of the Company was aimed at further improving the corporate risk management system and aligning it with the best global practices.

As part of improving the efficiency of the corporate risk management system, a number of key activities were carried out in 2016:
1. Changes were made to the composition of the Company’s Risk Committee.
2. The rules of KTZ NC JSC on hedging risks were approved.
3. The limits for on and off-balance sheet liabilities to counterparty banks of KTZ NC JSC (on a consolidated basis) were established.


4. The Plan of Actions on improvement of the corporate risk management system of the Company for 2016 was approved.
5. The report of the Director of the Risk Management Department was approved with description and analysis of key risks of KTZ NC JSC and information on the implementation of plans and programs to minimize the risks of KTZ NC JSC based on the results of 2015.
6. The Plan of Actions for improvement of the internal control system was approved.
7. The amendments to the Risk Management Policy were approved.
8. The amendments to the Risk Management Policy of KTZ NC JSC with respect to the Reference Model for risk management of Samruk-Kazyna JSC were approved.

The Company discloses a note Financial Instruments, Objectives and Financial Risk Management Policies in the form of the audited annual consolidated financial statements and separate financial statements of KTZ NC JSC.

The Company may be exposed to the following key risks that may adversely affect the Company’s operations and strategic objectives:

6. CORPORATE GOVERNANCE

KTZ NC JSC recognizes the importance of improving corporate governance and strives to ensure openness and transparency of activities, as well as practical implementation of the basic principles of the Corporate Governance Code.

By the decision of the Sole Shareholder (Minutes of the meeting of the Management Board of Samruk-Kazyna JSC dated May 27, 2015 No. 22/15) the new version of the Corporate Governance Code of KTZ NC JSC was approved.

The objectives of the Code are to improve and systemize corporate governance, ensure greater transparency in the management of organizations. The Code consists of 7 sections and 2 parts. Part 1 contains the basic principles, Part 2 contains Annotations, i.e. clarifications and rules to the basic principles:

  1. The Government as a shareholder of the Fund.
  2. Interaction between the Fund and Organizations.
  3. Sustainable development.
  4. Shareholders’ rights and fair treatment.
  5. Efficiency of the Board of Directors and the Executive Body.
  6. Risk management, internal control and audit.
  7. Transparency.

Corporate management of KTZ NC JSC is evaluated for compliance with the best practices in accordance with the Corporate Governance Diagnostics Methodology in the companies of Samruk-Kazyna JSC on an annual basis.
The valuation indicator is the corporate governance rating.

Sole Shareholder

The supreme body is the Sole Shareholder – Samruk-Kazyna JSC, which delegates the general management of the Company’s activities to the Board of Directors.

The Company’s corporate governance is based on the principle of protecting and respecting the rights and legitimate interests of the Sole Shareholder. The Sole Shareholder has the rights provided by the Legislation and the Charter.
The exclusive competence of the Sole Shareholder includes the following issues:

  • introduction of amendments to the Company’s Charter or approval thereof in a new version;
  • approval of the corporate governance code and amendments thereto;
  • voluntary restructuring or liquidation of the Company;
  • approval of the Company’s annual financial statements;
  • approval of the procedure for distributing the Company’s net income for the reporting financial year, making a decision on the payment of dividends as per ordinary shares and approval of the dividend amount per one ordinary share of the Company;
  • other issues, the decision-making on which is attributed by the Legislation and/or the Charter to the exclusive competence of the Company’s Sole Shareholder.

The Sole Shareholder may cancel any decision of other bodies of the Company on issues related to the internal activities of the Company

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2. OPERATING
RESULTS

Key Financial and Operating Performances of KTZ NC JSC Group of Companies for 2016

Freight rate/turnover index, million tons-km
  • 250 000
  • 200 000
  • 150 000
  • 100 000
  • 50 000
  • 0
  • 2015
  • 2016
  • 2017
    план
  • 189 759
  • 188 159
  • 201 682
Loading, ‘000 tons
  • 250 000
  • 200 000
  • 150 000
  • 100 000
  • 50 000
  • 0
  • 2015
  • 2016
  • 2017
    план
  • 220 441
  • 216 659
  • 239 809
Freights transported, ‘000 tons
  • 300 000
  • 250 000
  • 200 000
  • 150 000
  • 100 000
  • 0
  • 2015
  • 2016
  • 2017
    план
  • 251 509
  • 244 202
  • 270 757
Passenger turnover, million p-km
  • 20 000
  • 15 000
  • 10 000
  • 5 000
  • 1 000
  • 0
  • 2015
  • 2016
  • 2017
    план
  • 15 563
  • 16 481
  • 16 274
Total income, billion KZT
  • 1200
  • 1000
  • 800
  • 600
  • 400
  • 0
  • 2015
  • 2016
  • 2017
    план
  • 802,5
  • 1083,6
  • 956,3
Operating profit, billion KZT
  • 150
  • 120
  • 90
  • 60
  • 30
  • 0
  • 2015
  • 2016
  • 2017
    план
  • 54,8
  • 85,6
  • 127,4
Net profit, billion KZT
  • 100
  • 0
  • -200
  • -300
  • -400
  • -500
  • 2015
  • 2016
  • 2017
    план
  • –460,9
  • 41,0
  • 29,4
Turnover index was
0
M tons-km net.
Compared to 2015, the decrease was 0.8%, which is associated with a decrease in the transportation of cargo by the main nomenclature of cargo, with the exception of iron ore, chemical and mineral cargo, ferrous metals, construction cargo and crops.

In the context of the types of messages regarding 2015, the following changes occurred:


a decrease of 0.7 % in the intra-republican connection due to a decrease in traffic volume by 1.9 %, with an increase in the average cargo transportation distance by 1.2 %;
an increase of 2.4 % in export due to an increase in the average distance of cargo transportation by 5.6 %, with a decrease in traffic volume by 3.0 %;
a decrease of 4.8 % in import due to a decrease in traffic volume by 8.0 %, with an increase in the average distance of cargo transportation by 3.6 %;
and – a decrease in transit by 6.9 % due to a decrease in traffic volume by 6.6 % and average distance of cargo transportation by 0.3 %.
Compared to 2015, a decrease by 1.7%, which is associated with a decrease in the loading of coal, oil cargo, non-ferrous ore and chemicals.


Compared to 2015, a decrease by 2.9 %, which is mainly due to a decrease in the volume of transportation of coal, oil and petroleum products, ferrous and non-ferrous ores, chemical and mineral fertilizers, and chemicals.


Which is 5.9% higher than in 2015 due to the implementation of various train discount schemes formed from the Tulpar-Talgo cars, as well as the introduction of commercial trains in summer period serviced by private passenger carriers.

Key Financial and Operating Performances of KTZ NC JSC Group of Companies for 2016

Income (total)
0
B KZT
Which is higher than the fact of 2015 by 35.0% due to the growth of income from operating activities by 9.5% and income from the positive exchange rate difference.
Net profit for amounted to
0
B KZT
which is higher than the fact of 2015 by 501.9B KZT, mainly due to the increase in income from operating activities by 71.6B KZT and the growth of the positive foreign exchange difference (balance) 471.9B KZT.
Operating profit for amounted to
0
B KZT
Which is higher than the fact of 2015 by 30.8B KZT, mainly due to the growth of operating income by 9.5%.
In 2016, in order to reduce currency risk and refinance 10-year Eurobonds in the amount of US$350M issued in May 2006, the following activities were carried out:
borrowing in national currency was attracted by issuing domestic bonds fir the amount of 50B KZT for a period of 10 years at a rate of remuneration of inflation + 2.52 % per annum;
a loan from EBRD for the amount of US$100M was attracted for a period of 8 years at LIBOR + 4.35 % per annum;
a loan from Halyk Bank of Kazakhstan JSC for the amount of US$50M was attracted for a period of 5 years at 5.65 % per annum; and
50M dollars of own funds were accumulated
The provision of the above long-term loans shows a high level of credibility with the Company from creditors and development institutions, despite the prevailing situation in the domestic and global economy. In 2016, the Company worked to optimize the debt portfolio, including the reduction of currency risks. Thus, with the purpose of refinancing foreign currency loans, a Restructuring Agreement was signed between KTZ NC JSC, Kaztemirtrans JSC and the European Bank for Reconstruction and Development on December 22, 2016, at a rate of LIBOR + 4.35 % per annum due in 2026, proposing debt conversion in KZT.
The loan of KTZ-Freight Transportation JSC received from HSBC France for the purchase of electric locomotives was also partially refinanced at the expense of funds borrowed from Halyk Bank of Kazakhstan JSC for the amount of 33,112,000K KZT, at a rate of 14 % per annum payable up to 2023. In addition, in 2016, the work was carried out to repay loans provided by the Government of the Republic of Kazakhstan to upgrade the fleet of passenger cars by transferring non-core facilities for a total amount of 49B KZT, which helped to reduce the Company’s debt burden.

Major Investment Projects

The investment activities of KTZ NC JSC are aimed at implementing a set of measures to ensure the sustainable operation of rail transport, improving the quality and safety of transportation services.

In 2016, investments investment in the amount of 304,633M KZT was allocated to the development of the industry.

Important Events for KTZ NC JSC in 2016

  1. 28 January, 2016

    An official ceremony of shipment of a demonstration container train transiting through Kazakhstan to Iran took place in Yiwu (Zhejiang Province, PRC).

  2. 15 February, 2016

    Medical train Salamatty Kazakhstan set off to remote stations of the central region of the Republic.

    26 February, 2016

    The President of KTZ NC JSC A. Mamin and the President of Alstom A. Lafarge visited the electric locomotive plant Elektrovoz Kurastyru Zauty LLP.

  3. 11 March, 2016

    A meeting of the President of KTZ NC JSC A. Mamin and the Head of Russian Railways OJSC O. Belozyorov took place in Astana. The issues of further cooperation development in transport and logistics were discussed during the meeting.

    14 March, 2016

    The First Deputy Prime Minister of Kazakhstan B. Sagintayev visited Khorgos International Center of Boundary Cooperation (ICBC), Khorgos – Eastern Gate SEZ, Altynkol Station as a part of his working visit to Almaty Region.

    15 March, 2016

    An official ceremony of launch of a passenger train along the route Zhezkazgan – Saksaulsk – Kyzylorda took part at Zhezkazgan Station.

    17 March, 2016

    A forum arranged by KTZ NC JSC to attract foreign investors to development Khorgos – Eastern Gate SEZ took place in Nanjing (Jiangsu Province, PRC).

    29 March, 2016

    A trilateral meeting of the President of KTZ NC JSC A. Mamin, the Head of Russian Railways OJSC O. Belozyorov and the Head of Belarus Railway HQ V. Morozov took part to discuss joint activities within United Transport and Logistics Company JSC.

  4. 7 April

    The President of KTZ NC JSC A. Mamin and Almaty Region Akim A. Batalov took part in the ceremony of the first pre-assembled length of track manufactured from domestic rails – the first products of Aktyubinsk Rail and Section Works LLP when building the second tracks within the section of Almaty–1 – Shu

    14 April

    A social project of Surdo Online was launched at Almaty–1 Station. The new service is designed for citizens with disabilities. In particular, for people with hearing disabilities.

    25 April

    A meeting of the President of KTZ NC JSC A. Mamin and the Director General of The Railways of Moldova SE Y. Topala took place. The issues of bilateral cooperation in logistics, transport, railway machinery were discussed during the meeting.

    27 April

    Beijing hosted a presentation of a new railway route China – Kazakhstan – Turkmenistan – Iran, which has a high transport potential.

  5. 18 May, 2016


    President of KTZ NC JSC A. Mamin was re-elected as a Chairperson of the Committee for the Development of the Trans- Caspian International Transport Route.

    19 May, 2016

    The National Chamber of Entrepreneurs of Kazakhstan Atameken and KTZ NC JSC signed the Cooperation Agreement for the Development of Entrepreneurship.

    26 May, 2016

    The session Infrastructural Relations between Europe and Asia took place as a part of New Economic Reality: Diversification, Innovation and Knowledge Economy AEF.

  6. 2 June, 2016


    President of KTZ NC JSC A. Mamin took part in the 11th International Railway Business Forum Strategic Partnership 1520 in Sochi.

    10 June, 2016

    A specialized medical train Densaulyk set off from Almaty–2 Station.

    15 June, 2016

    Delegation of KTZ NC JSC headed by Vice President K. Alpysbayev took part in the seventh international specialized exhibition Transport Logistic China 2016 in Shanghai.

    24 June, 2016

    Prime Minister K. Massimov visited the Dostyk railway station during his working trip to Almaty Region.

    30 June, 2016

    the Head of State N. Nazarbayev had a look at the work of the car building plant Tulpar-Talgo in the industrial park of Astana.

  7. 1 July, 2016

    the first investment facility Samruk Central Square opened within the Kazakh part of Khorgos ICBC.

    5 July, 2016

    an official meeting of the passenger train No. 377/378 Almaty – Mangyshlak was held at the stations Shalkar and Tassay. A new route along the new Shalkar – Beineu line covered more than 20 settlements of Aktobe and Mangystau Regions, where there had been no rail service before.

    12 July, 2016

    the new vessel Zhibek Zholy was added to the dry cargo fleet of Kazakhstan.

    12 July, 2016

    KTZ NC JSC hosted an Information Day on the presentation of the projects of the Company’s Business Transformation Program for 2016–2019.

  8. 4 August, 2016

    KTZ NC JSC held an official event dedicated to the professional holiday, i.e. The Day of Transport Workers. The event was attended by the First Deputy Prime Minister of Kazakhstan B. Sagintayev and the Minister for Investment and Development of the Republic of Kazakhstan Z. Kassymbek.

    6–7 August, 2016

    A delegation of KTZ NC JSC headed by the Company’s CEO A. Mamin, paid a working visit to Shanghai (China). The issues of increasing the volume of transportation in the direction of China – Europe – China and the formation of effective logistics along the corridors passing through the territory of Kazakhstan, as well as participation in the development of Khorgos – Eastern Gate SEZ were considered.

    9 August

    Prime Minister K. Massimov paid a working visit to Mangystau Region, where he took a look at the progress of a number of projects aimed at developing the transport infrastructure of the region as a part of the Nurly Zhol program.

    11 August, 2016

    The first container train sent from China to Turkey successfully passed through the Altynkol – Khorgos railway border crossing..

    22 August, 2016

    The first container train Chongqing-Duisburg consisting of 41 forty-foot containers with products of Hewlett Packard (HP) transited through the Altynkol station and the dry port of Khorgos – Eastern Gate SEZ.

    23 August, 2016

    The heads of the railway administrations of Kazakhstan, Azerbaijan and Georgia met with shippers, major operators and cargo companies of Kazakhstan.

    26 August, 2016

    A number of documents were signed in Astana at the 25th Meeting of the mixed commissions of the border railways of Kazakhstan and China.

  9. 15 September, 2016

    Alpysbayev Kanat Kaliyevich was appointed as the Chairperson of the Management Board, President of KTZ NC JSC.

  10. 4 October

    The Heads of States N. Nazarbayev and V. Putin were presented with a program for the development of the transport and logistic potential of the Eurasian space during the 13th Forum of Interregional Cooperation of Kazakhstan and Russia in Astana.

    5 October

    A postal container passed through the Dostyk railway station in Kazakhstan for the first time as part of a container train along the Chongqing-Duisburg route.

    18 October

    The Agreement on Development of International Intermodal Transportations along the route Asia-Europe-Asia was signed between KTZ NC JSC’s subsidiary KTZ Express JSC and the largest Hungarian freight forwarding Company Rail Cargo Hungaria Zrt in Astana.

    26-27 October

    The delegation of KTZ NC JSC headed by CEO K. Alpysbayev took part in the 65th meeting of the Council for Railway Transport of the Commonwealth member states in Tallinn.

  11. 1 November, 2016

    A passenger train Тauelsiz Kazakhstan left the Astana railway station as a part of the celebration of the 25th anniversary of Independence of the Republic of Kazakhstan.

    10 November, 2016

    First Deputy Prime Minister of the Republic of Kazakhstan A. Mamin visited the facilities of Khorgos – Eastern Gate SEZ and Khorgos ICBC as part of his working visit to Almaty Region.

    16 November, 2016

    the delegation of KTZ NC JSC headed by K. Alpysbayev took part in the international forum Creating an Economic Corridor of the New Euro-Asian Continental Bridge in Lianyungang (PRC).

    17 November, 2016

    Aktyubinsk Rail and Beam Plant obtained the certificate of compliance with the requirements of the Technical Regulations of the Customs Union On the Security of the Railway Transport Infrastructure.

    25 November, 2016

    the delegation of KTZ NC JSC took part in the work of the railway business forum Strategic Partnership 1520: Caspian Region in Baku.

    28 November, 2016

    the head of KTZ NC JSC K. Alpysbayev held bilateral meetings on the development of cooperation in the area of transport and logistics as a part of participation in the international UN Global Conference on Sustainable Transport in Ashgabat.

    28 November, 2016

    As a part of the working visit of the First Deputy Prime Minister of the Republic of Kazakhstan A. Mamin to the People’s Republic of China, the CEO of KTZ NC JSC K. Alpysbayev discussed the issues of the joint implementation of the projects of Khorgos – Eastern Gate SEZ with the management of Xianyang and representatives of major Chinese companies.

  12. 1 December, 2016

    the 1000th container train passed through the Altynkol station and the dry port of Khorgos – Eastern Gate SEZ along the route China – Europe.

    6 December, 2016

    within the framework of the Industrialization Day, the Head of State in the course of the nationwide teleconference started the launch of facilities implemented by KTZ NC JSC under the Nurly Zhol program. The facilities of the first start-up complex of the Kuryk Port and the first start-up facilities of the second tracks on the railway section of Almaty–1 – Shu were put into operation.

    8 December, 2016

    the issues of growth of cargo transportation between Kazakhstan, Azerbaijan and Georgia were discussed at a working meeting of the heads of railway administrations K. Alpysbayev, D. Gurbanov and M. Bakhtadze in Baku.

    9 December, 2016

    about 30 innovative projects were presented at the KTZ NC JSC youth forum.

    14 December, 2016

    the CEO of KTZ NC JSC K. Alpysbayev held talks with the Secretary of the Party Committee of the People’s Government of Xianyang (PRC) Yue Liang.

    15 December, 2016

    two new enhanced-comfort electric trains Astana – Karaganda and Astana – Kokshetau were officially launched.