REG - JSC NAC Kazatomprom - Notice of AGM of NAC Kazatomprom JSC

CostainAnnouncement

11/04/2023 08:15

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RNS Number : 7087V  JSC National Atomic Co. Kazatomprom  07 April 2023

AIX: KAP, KAP.Y (GDR)

LSE: KAP (GDR)

Currency: KZT (₸), unless otherwise specified

 

 

7 April 2023, Astana, Kazakhstan
Notification of the Annual General Meeting of Shareholders of NAC Kazatomprom JSC, recommendations on dividends and results of the meeting of the Board of Directors

National Atomic Company Kazatomprom Joint Stock Company (hereinafter - the
"Company", "Kazatomprom" or "NAC Kazatomprom JSC") announces the results of
the next meeting of the Board of Directors of the Company (the "Board of
Directors"), which was held in Astana on 6 April 2023. The Board of Directors
adopted a number of decisions and recommendations, including on the timing and
format of the Annual General Meeting of Shareholders of the Company, the
amount and timing of payment of dividends to shareholders based on the results
of 2022, and on the approval of the Integrated Annual Report for 2022. The
Board of Directors also discussed the current geopolitical situation and
possible risks that may affect the Company's activities.

"As a public company and a national operator for the export and import of
uranium and nuclear fuel, for more than 25 years Kazatomprom has been
successfully doing business, confirming its status as an industry leader with
a reputation that of a reliable and responsible supplier, especially in the
context of unprecedented global economic uncertainty and significant
geopolitical events" - said Yerzhan Mukanov, Chief Executive Officer and
member of the Board of Directors of Kazatomprom.

Kazatomprom is the world's largest producer of uranium, which accounted for
about 22% of the total global primary production of natural uranium in 2022.
The Group unites 14 uranium mining assets, 12 of which are joint ventures with
the world's leading companies in the nuclear industry. Compliance with the
highest requirements for product quality in accordance with international
standards in the field of ecology, social responsibility and corporate
governance (ESG) in all aspects of business is confirmed in practice by
joining the UN Global Compact in 2022 and receiving a rating from the
international agency, S&P Global. The introduction of a number of key
initiatives in the Company aimed at achieving carbon neutrality, improving the
safety of production and the social well-being of our employees ensures that
quality of Kazakh-origin uranium mined with minimal environmental impact is
not inferior and even surpasses quality of such material mined anywhere else
in the world.

The Company's financial and operational results in 2022 were also impressive -
adjusted net profit and adjusted EBITDA increased significantly compared to
last year, which allowed the Company's Board of Directors to recommend a total
amount of dividends of about 200.97 billion tenge for the results of 2022,
which is comparable to dividends paid last year.

The global economy is committed to energy security and increasingly relies on
clean nuclear power. In the current times of economic and geopolitical
uncertainty, the Company remains committed to working with its international
partners and utilities around the world, including customers in the US, Europe
and Asia, with whom Kazatomprom is building strong relationships, thereby
ensuring an uninterrupted supply of uranium for reactor operations.

"Kazatomprom continues to successfully deliver high performance in the global
Uranium market, even with the added pressures of the current geopolitical
issues that we all face. We hope for a timely and peaceful solution  to the
situation in Ukraine" - added Neil Longfellow, independent director and
Chairman of Kazatomprom's Board. "The discussion and debate surrounding the
potential sanctions on Kazatomprom's partners, often incorrectly associates
Kazakh-origin natural uranium with Russia, which can be  misleading.
Kazakhstan's natural uranium, whether shipped to customers by Kazatomprom or
our eastern or western operating partners, does not change title or origin
through to its arrival at a destination point, regardless of the
transportation route utilized. It should be clear that the current sanctionary
pressure does not restrict Kazakhstan's natural uranium products. Kazatomprom
expects to meet all its obligations and to continue to reliably meet the needs
of customers from around the world who have put their trust and confidence in
the Company."

 

 

 

 

 

Notice of the Annual General Meeting of Shareholders

 

NAC Kazatomprom JSC, location: 17/12, Syganak street, Astana, Z05T1X3, the
Republic of Kazakhstan, hereby notifies its shareholders of holding an annual
General Meeting of Shareholders of NAC Kazatomprom JSC (hereinafter - AGMS or
the Meeting) in absentia:

Agenda of the general meeting of shareholders:

1.  On approval of the audited annual financial statements (consolidated and
separate) of NAC Kazatomprom JSC for 2022.

2.  On approval of the procedure for the distribution of consolidated net
income for 2022, making a decision on the payment of dividends on common
shares and on approval of the amount of the dividend per common share.

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

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

5.  "On concluding a major transaction, as a result of which NAC Kazatomprom
JSC acquires or alienates (may acquire or alienate) property, the value of
which is more than fifty percent of the total book value of assets of NAC
Kazatomprom JSC at the date of making decision on 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), including a Long-term
contract for the purchase and sale of natural uranium concentrates and other
transactions for the purchase and sale of natural uranium concentrates with
CNNC Overseas Limited"

6.  On making amendments and additions to the Charter of NAC Kazatomprom JSC.

7.  On the composition of Kazatomprom Board of Directors.

The initiator of the convocation of the annual General Meeting of Shareholders
of  Kazatomprom is Kazatomprom Board of Directors (Minutes No. 4/22 dated 6
April 2023).

Start date of the provision of ballots for counting the results of absentee
voting is 17 May 2023.

Closing date for accepting ballots for counting the results of absentee voting
is 24 May 2023, until 18:00 (Astana time).

The date of counting the results of absentee voting is 25 May 2023, until
18:00 (Astana time).

The date and time of compiling the list of shareholders entitled to
participate in the annual General Meeting of Shareholders of the Company - 25
April 2023, 00 hours 00 minutes (Astana time).

Materials on the agenda of the annual General Meeting of Shareholders of the
Company will be ready and available to shareholders no later than 10 (ten)
days before the date of the annual General Meeting of Shareholders of the
Company, in the building of NAC Kazatomprom JSC at: Office No.11, 18th floor,
17/12 building, Syganak street, Astana, Z05T1X3, the Republic of Kazakhstan on
business days from 9:00 to 18:00 (Astana time). If there is a request from a
shareholder of the Company, materials on the agenda of the annual General
Meeting of Shareholders of the Company will be sent to such a shareholder
within 3 (three) working days from the date of receipt of the request, while
the costs for making copies of documents and delivering documents are borne by
the shareholder. Requests of shareholders are accepted at the location of the
Company in the manner prescribed by the legislation of the Republic of
Kazakhstan.

The annual General Meeting of Shareholders of NAC Kazatomprom JSC is held in
accordance with Articles 35-52 of the Law of the Republic of Kazakhstan dated
13 May 2003 No. 415-II "On Joint-Stock Companies" (hereinafter - Law on
Joint-Stock Companies).

The notice of the upcoming Meeting, as well as the ballot for absentee voting
will be available on the Company's Internet resource in accordance with the
law "On Joint Stock Companies" and the Company's Charter.

 

Procedure of voting

Shareholders voting by sending a ballot for absentee voting must indicate the
surname, first name, patronymic/ name of the legal entity, the number of
voting shares and choose one of the voting options.

An absentee ballot shall be signed by a shareholder - an individual (a
representative of a shareholder - an individual), who shall indicate his/her
identity document (ID / passport number, date of issue, issuing authority, and
individual identification number (IIN)). A shareholder shall also provide a
copy of his/her identity document.

If on behalf of shareholders - legal entities, their sole executives take part
in the General meeting, they shall submit copies of documents confirming their
election or appointment to the post, as well as a copy of an identity
document.

Absentee voting ballot of a shareholder - a legal entity shall be signed by
its CEO (a representative of a shareholder - legal entity).

A ballot, which is not signed, by a shareholder - an individual, or the CEO of
a shareholder - a legal entity or a representative of a shareholder - an
individual, or a representative of a shareholder - legal entity shall be
deemed invalid.

Only one voting option shall be marked in the ballot.

The absentee ballot must be sent by mail or delivered by hand to the office of
NAC Kazatomprom JSC at the address: 17/12, Syganak Street, Astana, Republic of
Kazakhstan, Z05T1X3, by 18:00, on 24 May 2023 (Astana time).

In case of signing a ballot for absentee voting by the representative of the
shareholder, the ballot for absentee voting is followed by the copy of power
of attorney or other document confirming the powers of the shareholder's
representative.

For votes counting, only those votes on the agenda items are counted where a
shareholder (a representative of a shareholder) followed the voting procedure
prescribed in the ballot, and only one of the voting options was marked.

The General Meeting of Shareholders of NAC Kazatomprom JSC may consider and
make decisions on the agenda items only if the shareholders (representatives
of shareholders), included in the list of shareholders entitled to participate
and vote, and owning in total fifty or more percent of voting shares of the
Company, were registered as of the period or on the closing date for
submission of ballots.

The list of shareholders of Kazatomprom , having the right to participate in
the annual General Meeting of Shareholders of Kazatomprom, and to vote on it,
is compiled by Central Securities Depository JSC on the basis of data from the
register system of shareholders of Kazatomprom.

If, after compiling a list of shareholders entitled to participate and vote at
the General Meeting of Shareholders, a person included in such a list
alienated his/her voting shares, the right to participate in the General
Meeting of Shareholders is transferred to a new shareholder. In this case,
documents confirming the ownership of shares shall be submitted.

NAC Kazatomprom JSC shareholder is entitled to participate in the management
of the Company in the manner provided for by the Law of the Republic of
Kazakhstan dated 13 May 2003 No. 415-II "On Joint-Stock Companies" and (or)
the Company's Charter;

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 Kazakhstan legislation, in relation
to the beneficial owners in the Central Securities Depository JSC is provided
through the Depositary (Citibank N.A.) .

Questions on the materials, as well as on the holding of the annual General
Meeting of Shareholders, can be answered during business hours by phone: +7
(7172) 45 81 63 or by sending a written request to NAC Kazatomprom JSC.

Recommendations on Kazatomprom dividends for 2022
The decision to pay dividends is subject to approval by shareholders at the Meeting on 25 May 2023. Based on the audited financial indicators of 2022, the Board of Directors recommended the amount of a dividend per common share (one GDR is equal to one common share) in the amount of 774.88 tenge, payable for 2022. Thus, the total amount of dividends will be about 200.97 billion tenge, which is more than 75% of the free cash flow according to the Company's Dividend Policy. If approved by the AGMS, the payment of dividends for 2022 will begin on 17 July 2023 to persons registered in the register of shareholders as of 14 July 2023 at 00:00 local time (GMT+6).

In July 2022, the Company paid dividends to its shareholders in the amount of
227.4 billion tenge based on the results of operations for 2021, which
included proceeds from the sale of 49% of the Group's stake in MC Ortalyk LLP
as part of the calculation of consolidated free cash flow in accordance with
the Company's dividend policy for 2021.

Composition of the Board of Directors of Kazatomprom

The current composition of the Company's Board of Directors was elected by the
decision of the Annual General Meeting of Shareholders of the Company dated 18
May 2020 for a 3-year term of office.

Taking into account the expiration of the term of office of the current Board
of Directors of the Company in 2023, as well as in order to ensure the
continuous operation of the Company's management body, it is proposed to elect
members of the Board of Directors of the Company at the upcoming AGM in the
same composition, with the exception of the Senior Independent Director of the
Company, Russell Francis Banham, in the number of 7 people, and to determine
the term of office - 3 years.

The independent director of the Company, Neil Charles Longfellow is proposed
to be elected as the Chair of the Board of Directors of the Company.

Neil Charles Longfellow has been a member of the Company's Board of Directors
since 8 August 2017 and has been the Chair of the Company's Board of Directors
since 18 May 2020. Mr. Longfellow has worked in senior positions at British
Nuclear Fuels Limited, Westinghouse Electric Company and Costain PLC over the
years, and has been an independent consultant in the international nuclear
industry since 2015.

Integrated annual report Kazatomprom for 2022

The Board of Directors approved the Integrated Annual Report (hereinafter -
the  IAR) of Kazatomprom for the year ended 31 December 2022, prepared in
accordance with the requirements of the listing rules of the London Stock
Exchange, the Astana International Exchange (AIX) and the Kazakhstan Stock
Exchange, as well as in accordance with the reporting standard in the field of
sustainable development of the Global Reporting Initiative (GRI) and internal
regulatory documents of the Company. 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 Internet resource no later than 30 April 2023. The
full electronic version of the IAR will be available on the Company's Internet
resource no later than 30 June 2023.

For more information, you can contact:

Kazatomprom Annual General Meeting Inquiries

Assem Mukhamedyarova, Corporate Secretary

Tel.: +7 7172 45 81 63

Email: amukhamedyarova@kazatomprom.kz

Kazatomprom Investor Relations Inquiries

Yerlan Magzumov, IR Director

Tel.: +7 7172 45 81 80 / 69

Email: ir@kazatomprom.kz

Kazatomprom Public Relations and Media Inquiries

Sabina Kumurbekova, GR&PR Director

Gazhayip Kumisbek, Chief Expert of the GR and PR Department

Tel.: +7 7172 45 80 22

Email: pr@kazatomprom.kz

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

 

About Kazatomprom

Kazatomprom is the largest uranium producer in the world with natural uranium
production in proportion to the Company's participatory interest in the amount
of about 24% of the total global primary uranium production in 2021. The group
has the largest uranium reserve base in the industry. Kazatomprom, together
with subsidiaries, affiliates and joint organizations, is developing 26
deposits combined into 14 uranium mining enterprises. All uranium mining
enterprises are located on the territory of the Republic of Kazakhstan and
when mine uranium use in-situ recovery technology, paying particular attention
to best HSE practices and means (ISO 45001 and ISO 14001 certified).

Kazatomprom's securities are listed on the London Stock Exchange, the Astana
International Exchange and the Kazakhstan Stock Exchange. Kazatomprom is the
National Atomic Company of the Republic of Kazakhstan, and the main customers
of the group are operators of nuclear generating capacities, and the main
export markets for products are China, South and East Asia, North America and
Europe. The Group sells uranium and uranium products under long-term and
short-term contracts, as well as on the spot market directly from its
corporate centre in Astana, Kazakhstan, as well as through a trading
subsidiary in Switzerland, Trading House KazakAtom (THK).

For more information, please, visit our website www.kazatomprom.kz
(https://www.kazatomprom.kz) .

Statements for the Future

All statements, other than statements of historical fact, included in this
message or document are statements regarding the future. Statements regarding
the future reflect the Company's current expectations and estimates regarding
its financial condition, results of operations, plans, goals, future results
and activities. Such statements may include, but are not limited to,
statements before which, after which or where words such as "goal", "believe",
"expect", "intend", "possibly", "anticipate", "evaluate",
"plan","project","will","may","probably", "should","may" and other words and
terms of a similar meaning or their negative forms are used.

Such statements regarding the future include known and unknown risks,
uncertainties and other important factors beyond the control of the Company,
which may lead to the fact that the actual results, indicators or achievements
of the Company will significantly differ from the expected results, indicators
or achievements expressed or implied by such statements regarding the future.
Such statements regarding the future are based on numerous assumptions
regarding the current and future business strategy of the Company and the
conditions in which it will operate in the future.

INFORMATION ON THE ESTIMATES CONTAINED IN THIS DOCUMENT ARE BASED ON SEVERAL
ASSUMPTIONS ABOUT FUTURE EVENTS AND ARE SUBJECT TO SIGNIFICANT ECONOMIC AND
COMPETITIVE UNCERTAINTIES AND OTHER CONVENTIONALITIES, NONE OF WHICH CAN NOT
BE PREDICTED WITH CERTAINTY AND SOME OF WHICH ARE OUTSIDE OF THE COMPANY'S
CONTROL. THERE CAN'T BE ANY WARRANTY THAT THE ESTIMATES WILL BE REALIZED AND
THE ACTUAL RESULTS MAY BE ABOVE OR BELOW THAN SPECIFIED. NONE OF THE COMPANY -
NO SHAREHOLDERS, NO DIRECTORS, NO OFFICERS, NO EMPLOYEES, NO CONSULTANTS, NO
AFFILIATES NOR ANY REPRESENTATIVES OR AFFILIATES LISTED ABOVE BEAR
RESPONSIBILITY FOR THE ACCURACY OF THE ESTIMATES PRESENTED IN THIS DOCUMENT.

The information contained in this message or document, including, but not
limited to, statements regarding the future, is applicable only as of the date
of this document and is not intended to provide any guarantees regarding
future results The Company expressly disclaims any obligation to disseminate
updates or changes to such information, including financial data or
forward-looking statements, and will not publicly release any changes that it
may make to information arising from changes in the Company's expectations,
changes in events, conditions or circumstances on which such statements
regarding the future are based, or in other events or circumstances arising
after the date of this document.

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