REG - JSC NAC Kazatomprom - Kazatomprom's AGM notice and BoD meeting Results

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19/04/2024 08:15

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RNS Number : 3065L  JSC National Atomic Co. Kazatomprom  19 April 2024

AIX: KAP, KAP.Y (GDR)

LSE: KAP (GDR)

Currency: KZT (₸), unless otherwise specified

 

 

19 April 2024, Astana, Kazakhstan
Notice of Kazatomprom's AGM, 2023 Dividend Recommendation and Board Meeting Results

National Atomic Company "Kazatomprom" JSC ("Kazatomprom" or "the Company")
announces the results of the regular meeting of the Company's Board of
Directors ("Board of Directors" or "the Board"), convened in Astana on 18
April 2024. The Board made a number of decisions and recommendations,
including the timing and format for the Company's Annual General Meeting of
Shareholders, the amount and timing of the dividend payment to shareholders on
the 2023 results, and the approval of the Integrated Annual Report for 2023.

Annual General Meeting of Shareholders Notice

Kazatomprom, address: No. 17/12, Syganak Street, Nura district, Astana,
Republic of Kazakhstan, Z05T1X3, hereby notifies Company shareholders of its
in-person Annual General Meeting of Shareholders ("AGM" or "the Meeting") in
accordance with Articles 35-48, 50-52 of the Law of the Republic of Kazakhstan
dated May 13, 2003 No. 415-II "On Joint Stock Companies" ("the JSC Law").
Annual General Meeting of Shareholders is convened at the initiative of the
Board of Directors (Minutes of the Board meeting No. 7/24 dated 18 April
2024).

The meeting will take place on 23 May 2024 at 10:30 local time (GMT+5) at the
Company's headquarters at the following address: Floor 3, 17/12 Syganak
street, Nura district, Astana, Z05T1X3, the Republic of Kazakhstan.

The registration of shareholders will take place on 23 May 2024 from 09:00 to
10:20 local time (GMT+5) at the Meeting venue.

Date and time when a list of shareholders entitled to participate in the AGM
will be compiled is as of 23 April 2024 at 00:00 local time (GMT+5).

In the absence of a quorum, the adjourned annual general meeting of
shareholders will be convened on 24 May 2024 at 10:30 local time (GMT+5) at
the place of the initial Meeting, with the same agenda. The registration of
shareholders will begin at 09:00 local time (GMT+5). The registration of
shareholders closes at 10:20 local time (GMT+5).

The notice of the upcoming Meeting will also be available on the Company's
website in accordance with the JSC Law and the Company's Charter.

 

Agenda of the general meeting of shareholders:

1.  Election of the Chair and the Secretary of Annual General Meeting of
Shareholders of Kazatomprom.

2.  Determining the form of voting at the Annual General Meeting of
Shareholders of Kazatomprom.

3.  Approval of the agenda of the Annual General Meeting of Shareholders of
Kazatomprom.

4.  Approval of the audited annual financial statements of Kazatomprom
(consolidated and separate) for 2023.

5.  Approval of the procedure for the distribution of consolidated net income
for 2023, making a decision on the payment of dividends on common shares and
on approval of the amount of the dividend per common share.

6.  Information on shareholders' appeals on the actions of Kazatomprom and
its officials in 2023 and the results of consideration thereto.

7.  Information on the size and composition of the remuneration of members of
the Board of Directors and the Management Board of Kazatomprom.

8.  Determining audit organisation that audits the consolidated and separate
financial statements of NAC Kazatomprom JSC for the years 2025, 2026 and 2027.

In accordance with sub-clause 1) of clause 4 of Article 43 of the JSC Law,
additional items may be included to the agenda of the Meeting if proposed by
shareholders who own five or more percent of the Company's voting shares
independently or jointly with other shareholders, or by the Board of
Directors, given that the Company's shareholders are notified of such
additions no later than 15 days prior to the Meeting.

According to clause 4 of Article 44 of the JSC Law, materials on the agenda of
the Meeting must be ready and available for review at the request of the
shareholder no later than 10 calendar days before the date of the Meeting at
the actual location of the Company.

At the request of the shareholder, materials on the agenda of the Meeting will
be sent within 3 working days from the date of receipt of such request. The
costs of making copies of documents and delivering documents are borne by the
shareholder. Requests from the Company's shareholders are accepted at the
actual location of the Company in accordance with the procedure established by
the legislation of the Republic of Kazakhstan.

 

The order of the Meeting

·       Shareholders or their representatives (collectively,
"shareholders") participating in the Meeting must register before the Meeting
begins. Shareholders must provide an identity document. Representatives of
shareholders must be provided with a power of attorney confirming their
authority to participate and vote at the Meeting, or a document confirming the
right to act on behalf of the shareholder or represent his interests without a
power of attorney.

·       Holders of global depositary receipts can exercise their voting
rights at the Annual General Meeting of Shareholders of Kazatomprom using the
services of the depository bank (Citibank N.A.) as a depository. Holders of
Global Depositary Receipts have the right to vote at the General Meetings of
Shareholders of NAC Kazatomprom JSC on behalf of the beneficiary owners with
respect to the deposited shares, given that the identification and other
information required by applicable Kazakh legislation, in relation to the
beneficial owners in the Central Securities Depository JSC is provided through
the Depository Bank (Citibank N.A.).

·       A shareholder, who has not been registered shall not be counted
in determining the quorum and shall not have the right to vote.

·       The Meeting starts at the stated time, subject to the presence
of a quorum.

·       The Meeting elects the Chair and secretary of the Meeting and
determine the form of voting - open or secret (by ballot).

·       In accordance with clause 1 of Article 50 of the JSC Law,
voting on the agenda of the Meeting is carried out on the principle of "one
share - one vote", with the exception of cumulative voting when electing
members of the Board of Directors and granting each person entitled to vote at
the Meeting one vote on procedural issues of the Meeting.

·       The Chair has no right to interfere with the speeches of
persons entitled to participate in the discussion of the agenda item, except
in cases when such speeches lead to a violation of the rules of procedure of
the Meeting or when the debate on this issue is terminated.

·       The meeting is declared closed only after consideration of all
items on the agenda and making decisions on them.

·       In accordance with clause 1 of Article 52 of the Law "On Joint
Stock Companies", the minutes of the Meeting are drawn up and signed within
three working days after the closing of the Meeting.

Approval of Kazatomprom's 2023 Dividend Recommendation
The Board of Directors, based on the Company's audited 2023 financial results, has recommended a dividend payment of KZT 1,213.19 per ordinary share (one GDR equal to one ordinary share). The total dividend will amount to approximately KZT 314.65 billion, representing 75% of free cash flow (FCF) as calculated in accordance with the Company's Dividend Policy. The decision to pay dividends is subject to approval by shareholders at the Meeting on 23 May 2024. If approved by the Meeting, the payment of annual dividend will be made beginning 17 July 2024 to shareholders of record at 00:00 local time (GMT+5) on 16 July 2024.
Kazatomprom's 2023 Integrated Annual Report

The Board approved the Integrated Annual Report (hereinafter - IAR) of
Kazatomprom for the year ended 31 December 2023, prepared in accordance with
the disclosure and transparency requirements of the United Kingdom's Financial
Conduct Authority DTR 4.1.3. (UKLA's Disclosure and Transparency Rules), the
requirements of the Kazakhstan Stock Exchange (KASE) and the Astana
International Exchange (AIX), as well as in accordance with the sustainability
reporting standards of the Global Reporting Initiative (GRI) and the
Sustainability Accounting Standards Board (SASB). In accordance with the
requirements of the listing rules of stock exchanges, the text version of the
IAR will be published on the Company's website no later than 30 April 2024.

For more information, you can contact:

Annual General Meeting of Shareholders Inquiries

Kazbek Shaimerdinov, Acting Corporate Secretary

Tel.: +7 7172 45 80 70

Email: kshaimerdinov@kazatomprom.kz

Investor Relations Inquiries

Botagoz Muldagaliyeva, Director, Investor Relations

Tel.: +7 7172 45 81 80 / 69

Email: ir@kazatomprom.kz

Public Relations and Media Inquiries

Askar Atagulin, Director, Public Relations

Tel.: +7 7172 45 80 63

Email: pr@kazatomprom.kz

Copy of this announcement will be available at www.kazatomprom.kz
(https://www.kazatomprom.kz/)

 

About Kazatomprom

Kazatomprom is the world's largest producer of uranium, with the Company's
attributable production representing approximately 20% of global primary
uranium production in 2023. The Group benefits from the largest reserve base
in the industry and operates, through its subsidiaries, JVs and Associates, 26
deposits grouped into 14 mining assets. All of the Company's mining operations
are located in Kazakhstan and extract uranium using ISR technology with a
focus on maintaining industry-leading health, safety and environment
standards.

Kazatomprom securities are listed on the London Stock Exchange, Astana
International Exchange, and Kazakhstan Stock Exchange. As the national atomic
company in the Republic of Kazakhstan, the Group's primary customers are
operators of nuclear generation capacity, and the principal export markets for
the Group's products are China, South and Eastern Asia, Europe and North
America. The Group sells uranium and uranium products under long-term
contracts, short-term contracts, as well as in the spot market, directly from
its headquarters in Astana, Kazakhstan, and through its Switzerland-based
trading subsidiary, Trade House KazakAtom AG (THK).

For more information, please see the Company website at www.kazatomprom.kz
(http://www.kazatomprom.kz) .

Forward-Looking Statements

All statements other than statements of historical fact included in this
communication or document are forward-looking statements. Forward-looking
statements give the Company's current expectations and projections relating to
its financial condition, results of operations, plans, objectives, future
performance and business. These statements may include, without limitation,
any statements preceded by, followed by or including words such as "target,"
"believe," "expect," "aim," "intend," "may," "anticipate," "estimate," "plan,"
"project," "will," "can have," "likely," "should," "would," "could" and other
words and terms of similar meaning or the negative thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
Company's actual results, performance or achievements to be materially
different from the expected results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which it will operate in the
future. THE INFORMATION WITH RESPECT TO ANY PROJECTIONS PRESENTED HEREIN IS
BASED ON A NUMBER OF ASSUMPTIONS ABOUT FUTURE EVENTS AND IS SUBJECT TO
SIGNIFICANT ECONOMIC AND COMPETITIVE UNCERTAINTY AND OTHER CONTINGENCIES, NONE
OF WHICH CAN BE PREDICTED WITH ANY CERTAINTY AND SOME OF WHICH ARE BEYOND THE
CONTROL OF THE COMPANY. THERE CAN BE NO ASSURANCES THAT THE PROJECTIONS WILL
BE REALISED, AND ACTUAL RESULTS MAY BE HIGHER OR LOWER THAN THOSE INDICATED.
NONE OF THE COMPANY NOR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES,
ADVISORS OR AFFILIATES, OR ANY REPRESENTATIVES OR AFFILIATES OF THE FOREGOING,
ASSUMES RESPONSIBILITY FOR THE ACCURACY OF THE PROJECTIONS PRESENTED HEREIN.
The information contained in this communication or document, including but not
limited to forward-looking statements, applies only as of the date hereof and
is not intended to give any assurances as to future results. The Company
expressly disclaims any obligation or undertaking to disseminate any updates
or revisions to such information, including any financial data or
forward-looking statements, and will not publicly release any revisions it may
make to the Information that may result from any change in the Company's
expectations, any change in events, conditions or circumstances on which these
forward-looking statements are based, or other events or circumstances arising
after the date hereof.

 

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