Kazatomprom's AGM notice and BoD meeting Results

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.: [phone]

Email: [e-mail]

Investor Relations Inquiries

Botagoz Muldagaliyeva, Director, Investor Relations

Tel.: [phone] / 69

Email: [e-mail]

Public Relations and Media Inquiries

Askar Atagulin, Director, Public Relations

Tel.: [phone]

Email: [e-mail]

Copy of this announcement will be available at 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.

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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