REG - JSC NAC Kazatomprom - Notice of KAP's Extraordinary General Meeting

CNNC InternationalAnnouncement

15/10/2024 08:15

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RNS Number : 2089I  JSC National Atomic Co. Kazatomprom  15 October 2024

AIX: KAP, KAP.Y (GDR)

LSE: KAP (GDR)

Currency: KZT (₸), unless otherwise specified

 

15 October 2024, Astana, Kazakhstan

 

Notice of Extraordinary General Meeting of Shareholders of Kazatomprom

National Atomic Company "Kazatomprom" JSC ("the Company" or "Kazatomprom"),
address: 17/12, Syganak street, Nura district, Astana, Z05T1X3, Republic of
Kazakhstan, hereby notifies Company shareholders of its in-person
Extraordinary General Meeting of Shareholders ("the Meeting") in accordance
with Articles 35-48, 50-52 of the Law of the Republic of Kazakhstan "On Joint
Stock Companies". Extraordinary General Meeting of Shareholders is convened at
the initiative of the Board of Directors of Kazatomprom (Minutes No. 16/24
dated 14 October 2024).

The Meeting will take place on 15 November 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 15 November 2024 from 9:00
untill 10:20 local time (GMT+5) at the Meeting venue.

Date and time when a list of shareholders entitled to participate in the
Meeting will be compiled: 17 October 2024 at 00:00 local time (GMT+5).

In the absence of quorum, the adjourned Extraordinary General Meeting of
Shareholders of the Company will be convened on 18 November 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 Law "On Joint Stock Companies"  and the
Company's Charter.

 

Agenda of the Extraordinary General Meeting of Shareholders:

1. Election of the Chairman and the Secretary of the Extraordinary General
Meeting of Shareholders of Kazatomprom.

2. Determining the form of voting of the Extraordinary General Meeting of
Shareholders of Kazatomprom.

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

4. Concluding a major transaction as a result of which Kazatomprom acquires or
alienates (may acquire or alienate) property, the value of which is more than
fifty percent of the total book value of Kazatomprom assets as of the date of
approving the transaction as a result of which more than fifty percent of the
total book value of its assets is acquired or alienated (may be acquired or
alienated), namely: the spot contract for the sale and purchase of natural
uranium concentrates between Kazatomprom as the "Seller" and CNNC Overseas
Limited as the "Buyer" and the long-term agreement for the sale and purchase
of natural uranium concentrates between Kazatomprom as the "Seller" and China
National Uranium Corporation Limited as the "Buyer".

 

Approval of a major transaction

Kazatomprom has reached an agreement with CNNC Overseas Limited (hereinafter -
CNNC Overseas) and China National Uranium Corporation Limited (hereinafter -
CNUC) on the sale of natural uranium concentrates in the form of U(3)O(8) on
market terms as of the date of written arrangements between the parties.

The transaction value, cumulative with the previously concluded transactions
with CNUC and CNNC Overseas, comprises fifty percent or more of the total book
value of the Company's assets (calculated on the basis of separate financial
statements of the Company). As established by the requirements of the
legislation of the Republic of Kazakhstan this transaction has to be submitted
for consideration of the Meeting.

CNUC, a company registered in the People's Republic of China, and CNNC
Overseas, a company registered in Hong Kong, both are affiliated entities of
China National Nuclear Corporation (CNNC) - a state corporation of the
People's Republic of China involved in all areas of nuclear industry. CNNC is
the main operator of nuclear power plants in China and is engaged in R&D
in nuclear energy and technologies, construction of nuclear power plants and
production of nuclear fuel.

In accordance with sub-clause 1) of clause 4 of Article 43 of the Law "On
Joint Stock Companies", 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 the Law "On Joint Stock Companies",
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 Company's 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 submit 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 its interests without a power of
attorney.

Holders of global depositary receipts can exercise their voting rights at the
Meeting 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 Kazatomprom 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.).

Shareholder who has not been registered shall not be counted in determining
the quorum and shall not have the right to vote.

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

The Meeting elects the Chairman and Secretary of the Meeting and determines
the form of voting - open or secret (by ballot).

In accordance with clause 4 of Article 48, clause 1 of Article 50 of the Law
"On Joint Stock Companies" and clause 87 of the Charter of Company 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 when electing the Secretary of the Meeting.

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

The meeting is declared closed only after all items on the agenda have been
considered and decisions on them made.

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.

 

For more information, please contact:

Extraordinary General Meeting of Shareholders Inquiries

Aigerim Dosanova, Corporate Secretary

Tel.: +7 7172 45 82 84

Email: adosanova@kazatomprom.kz (mailto:adosanova@kazatomprom.kz)

 

Investor Relations Inquiries

Botagoz Muldagaliyeva, Director, Investor Relations

Tel.: +7 7172 45 81 80/69

Email: ir@kazatomprom.kz (mailto:ir@kazatomprom.kz)

 

Public Relations and Media Inquiries

Altynay Karibzhanova, Acting Director, Public Relations

Tel: +7 7172 45 80 63

Email: pr@kazatomprom.kz (mailto:pr@kazatomprom.kz)

A copy of this announcement is 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, 27
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
(ISO 45001 and ISO 14001 certified).

Kazatomprom securities are listed on the London Stock Exchange, Astana
International Exchange and Kazakhstan Stock Exchange. Kazatomprom is the
national atomic company in the Republic of Kazakhstan, the Group's primary
customers are operators of nuclear generation capacity, 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
(https://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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