Notice of KAP's Extraordinary General Meeting

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 U₃O₈ 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.: [phone]

Email: [e-mail] 

Investor Relations Inquiries

Botagoz Muldagaliyeva, Director, Investor Relations

Tel.: [phone]

Email: [e-mail]

Public Relations and Media Inquiries

Altynay Karibzhanova, Acting Director, Public Relations

Tel: [phone]

Email: [e-mail]

A copy of this announcement is 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, 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.

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.

 

END