REG - JSC NAC Kazatomprom - KAP announces Management changes and EGM notice

NAK Kazatomprom AOAnnouncement

29/09/2023 08:15

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RNS Number : 1465O  JSC National Atomic Co. Kazatomprom  29 September 2023

   AIX: KAP, KAP.Y (GDR)

   LSE: KAP (GDR)

   Currency: KZT (₸), unless otherwise noted

 

29 September 2023, Astana, Kazakhstan
Kazatomprom announces Management changes and EGM notice

JSC National Atomic Company "Kazatomprom" ("Kazatomprom" or "the Company")
announces that on 28 September 2023 the Company's Board of Directors ("the
Board") has approved the following changes to the Company's Management board.

Chief Executive Officer ("CEO")

Mr. Yerzhan Mukanov will be departing from his roles as the Company's Chief
Executive Officer ("CEO") and Chair of the Management Board, and will resign
from Kazatomprom's Board of Directors, effective 02 October 2023. The
Company's Board has approved the appointment of Mr. Meirzhan Yussupov,
previously the CEO of Kazakh Invest and Kazatomprom's Chief Financial Officer
("CFO") from 2015 to 2020, as Kazatomprom's new CEO.

"On behalf of Kazatomprom's Board, I would like to thank Mr. Mukanov for his
effective work and for leading Kazatomprom during times of rising geopolitical
uncertainty," said Arman Argingazin, Chair of Kazatomprom's Board of
Directors. "Under his leadership Kazatomprom continued to show operational
excellence, and expansion of Transcaspian International route is one of the
important achievements that were completed under Mr. Mukanov's management. We
appreciate Mr. Mukanov's commitment to Kazatomprom's value-focused strategy
and wish him the absolute best in his next endeavors.

"Uranium market is showing unprecedented developments with prices hitting
their absolute highs in twelve years. With his extensive experience in uranium
industry, Mr. Yussupov is an excellent candidate for leading the Company
through the new era of growth in the uranium market. We believe that his
strong expertise and high effectiveness demonstrated while leading the
Company's IPO process, and his invaluable contribution to the success of
building Kazatomprom's public status and trust, will be a strong addition to
the Company's senior management team and valuable for the Company and its
stakeholders. The Board believes that Mr. Yussupov's strategic vision,
extensive experience and reputation in the uranium industry, along with his
commercially-minded approach, will be directed at strengthening the Company's
leadership position as the world's largest uranium producer and a public
company. To ensure maximization of value for all its stakeholders, we see new
management to be focusing on improving its operational efficiency and
productivity in a growing market, responding to evolving investment community
interests and ensuring long-term value-creation for all the Company's
shareholders, customers, partners and employees."

"It has been a great privilege for me to lead the Company during such
interesting times in the industry," said Mr. Mukanov. "During seventeen years
that I've been within the Kazatomprom group of companies, many important tasks
and projects were completed, and I would like to express my gratitude to all
employees of the uranium holding and the management team for their hard work,
the Fund and the Board of Directors for their continual support."

"I am honored to accept the appointment and it is a great privilege for me to
return to Kazatomprom in a new role. I would like to thank the Company's Board
and majority shareholder for expressing confidence in my ability to
effectively lead and manage Kazatomprom as CEO," said Mr. Yussupov. "Most of
my career path was dedicated to the uranium industry, and I am confident in
the uranium market fundamentals. I am excited to start this journey witnessing
historical milestones in the industry happening during my term, and I am
committed to ensure that Kazatomprom will continue to bring long-term value to
its stakeholders while prioritizing health, safety and environmental
protection, corporate governance, social responsibility, and transparency."

Meirzhan Yussupov graduated from the Middle East Technical University with a
degree in Economics and Management, London School of Economics with a Master
of Science in Economic Development Management degree, Harvard University with
a Master's degree in Public Administration. Mr. Yussupov held various
positions prior to joining Kazatomprom in 2010 as the Director of Corporate
Finance Department. In 2015-2020, he served as Kazatomprom's CFO and has
successfully completed Company's cost optimization, transformation and
digitization projects. Mr. Yussupov also played a key role throughout the
Company's IPO. His most recent position was the Chairman of the Management
Board of Kazakh Invest National Company.

Management Board Composition Update

Kazatomprom's Board of Directors has also approved appointment of Mr. Sultan
Temirbayev, the Company's Chief Financial Officer, as a member of the
Management Board effective 28 September 2023. Kazatomprom's Management Board
currently consists of:

·              Meirzhan Yussupov, Chief Executive Officer
(effective 02 October 2023);

·              Kuanysh Omarbekov, Chief Operating Officer;

·              Dastan Kosherbayev, Chief Commercial Officer;

·              Sultan Temirbayev, Chief Financial Officer;

·              Yermek Kuantyrov, Chief Legal Support and
Corporate Governance Officer;

·              Alibek Aldongarov, Chief HR and HSE Officer;

·              Mukhit Magazhanov, Chief Procurement and General
Affairs Officer.

Full biographies of all members of the Management Board will be available on
the Company's website www.kazatomprom.kz (https://www.kazatomprom.kz/) .

Notice of Extraordinary General Meeting of Shareholders of Kazatomprom

National Atomic Company Kazatomprom Joint Stock Company ("the
Company","Kazatomprom" or "NAC Kazatomprom JSC"), located at 17/12, Syganak
street, Nura district, Astana, Z05T1X3, the Republic of Kazakhstan, hereby
notifies its shareholders of an Extraordinary General Meeting of Shareholders
of NAC Kazatomprom JSC ("the Meeting") to be held in presentia in accordance
with Articles 35, 48, 50-52 of the Law of the Republic of Kazakhstan, dated 13
May 2003 No. 415-II "On Joint Stock Companies" (hereinafter - the Law "On
Joint Stock Companies").

The Meeting will take place on 1 November, 2023 at 10:30 am local time (GMT+6)
at the following venue address: Republic of Kazakhstan, Z05T1X3, Astana, Nura
district, st. Syganak, building 17/12, 3rd floor.

Registration of shareholders will take place on 1 November, 2023 from 09:00 to
10:20 local time (GMT+6) at the venue of the Meeting.

The register of shareholders entitled to participate in the Meeting will be
formed on 2 October, 2023 at 00:00 local time (GMT+6).

In the absence of quorum, the repeated Meeting will be held on 2 November,
2023 at 10:30 local time (GMT+6) with the same agenda at the initially
designated place of the Meeting. The start time for the registration of
shareholders is 09:00 local time (GMT+6). The closing time for the
registration of shareholders is 10:20 local time (GMT+6).

The notice of the upcoming Meeting will also be available on the Company's
website and in the media 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 NAC Kazatomprom JSC.

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

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

4. Approval of concluding a major transaction(s), 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 the decision on the transaction (s), 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 the
Long-term contracts for the purchase and sale of natural uranium concentrates
with the State Nuclear Uranium Resource Development Company Limited.

5.  Decision on the composition of Kazatomprom's Board of Directors.

Approval of a major transaction

NAC Kazatomprom JSC and State Nuclear Uranium Resource Development Company
Limited (SNURDC) agreed on the sale of natural uranium concentrates in the
form of U3O8 on market terms by Kazatomprom to SNURDC. The issue is submitted
for consideration by the Meeting, since the transaction value, cumulative with
the previously concluded transactions with SNURDC, 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.

The Meeting on this agenda item is convened by the Board of Directors of the
Company ("the Board"), as per Minutes of the Board meeting No. 10/23 dated 28
September 2023.

Composition of Kazatomprom's Board of Directors

In connection with the termination of powers of Yerzhan Mukanov as Chairman of
the Management Board of NAC Kazatomprom JSC and the appointment of Meirzhan
Yussupov as Chairman of the Management Board of NAC Kazatomprom JSC by the
decision of the Board dated September 28, 2023 (minutes No. 11/ 23), the issue
of early termination of powers of Mukanov E.Zh. is brought up for
consideration by the Meeting. As a member of the Board of Directors of NAC
Kazatomprom JSC from October 2, 2023 and on the election of Yussupov M.B. a
new member of the Board of Directors of NAC Kazatomprom JSC for the period
until the expiration of the term of office of the Board of Directors of NAC
Kazatomprom JSC as a whole.

Mr. Yernar Zhanadil, a Board member representing the interests of majority
shareholder Samruk-Kazyna JSC ("Samruk-Kazyna", "the Fund"), was appointed as
the General Director of Qazaq Green Power PLC in early August this year.
Therefore, Samruk-Kazyna proposed to substitute Mr. Zhanadil in his capacity
as the Board member. Mr. Aidar Ryskulov is to be nominated as Mr. Zhanadil's
replacement, the new Board member representing Fund's interests until the
expiration of the current term of office of the Board (20 June 2026). Mr.
Ryskulov currently holds the position of Fund's Managing Director for
Economics and Finance and is a member of the Management Board of
Samruk-Kazyna.

In addition, the Board resolved to include Mr. Ryskulov into the Strategic
Planning and Investment Committee of the Board ("the Committee"), due to the
upcoming exclusion of Mr. Zhanadil from the Committee and from the Board
respectively, given that the Meeting approves Mr. Ryskulov as a Board member.

The Meeting on this agenda item is convened by the majority shareholder
Samruk-Kazyna, as per decisions of the Management Board of Samruk-Kazyna JSC
No. 42/23 dated 31 August 2023 and No. 46/23 dated 28 September 2023, which
owns 194,517,456 ordinary shares of the Company.

In accordance with subparagraph 1) paragraph 4 of Article 43 of the Law "On
Joint Stock Companies", it is allowed to make additions to the agenda of the
Meeting, proposed by shareholders who own, independently or jointly with other
shareholders, five or more percent of the voting shares of the Company, or
proposed by the Board, provided that the Company's shareholders are notified
of such additions no later than 15 days before the date of the Meeting.

In accordance with paragraph 4 of Article 44 of the Law "On Joint Stock
Companies", materials on the agenda of the Meeting will be ready and available
to the Company's shareholders at the request of the shareholder no later than
10 (ten) 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 to this shareholder within 3 (three) working days from
the date of receipt of the request, while the costs for making copies of
documents and its delivery are borne by the shareholder. Shareholders'
requests are accepted at the actual address of the Company in accordance with
the procedure established by the legislation of the Republic of Kazakhstan.

Procedure for holding the Meeting

Shareholders or their representatives (collectively, "shareholders")
participating in the Meeting will have to register before the Meeting begins.
Shareholders will need to 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 its interests without a
power of attorney.

Holders of Global Depositary Receipts can exercise their right to vote at the
Meeting using the services of the Depository Bank (Citibank N.A.).  Holders
of Global Depositary Receipts have the right to vote at the Meetings on behalf
of the beneficiary owners with respect to the deposited shares, given that the
identification and other information required by applicable Kazakhstani
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, if there is a quorum.

The Meeting will elect the Chair and the Secretary of the Meeting and will
identify the form of voting - open or secret (by ballots).

In accordance with clause 1 of Article 50 of the Law "On Joint Stock
Companies", voting on the agenda of the Meeting is conducted based on the
principle of "one share - one vote", with the exception of cumulative voting
when electing members of the Board where each person entitled to vote at the
Meeting is granted one vote on procedural issues of the Meeting.

The Chair may not interfere with the speeches of the persons that have the
right to participate in the discussion of an agenda item, except for cases
when such speeches lead to a violation of the rules of the Meeting or when the
debate on this issue is resolved.

The Meeting may be declared closed only after consideration of all the 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.

For more information, you can contact:

Kazatomprom Extraordinary General Meeting Inquiries

Assem Mukhamedyarova, Corporate Secretary

Tel.: +7 7172 45 81 63

Email: amukhamedyarova@kazatomprom.kz

Kazatomprom Investor Relations Inquiries

Botagoz Muldagaliyeva, Director, Investor Relations

Tel.: +7 7172 45 81 80 / 69

Email: ir@kazatomprom.kz

Kazatomprom Public Relations and Media Inquiries

Sabina Kumurbekova, Director, Public Relations

Gazhaiyp Kumisbek, Chief Expert, Public Relations

Tel.: +7 7172 45 80 22

Email: 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 22% of global primary
uranium production in 2022. 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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