National Atomic Company Kazatomprom Joint Stock Company (“the Company”, “Kazatomprom” or “NAC Kazatomprom JSC”), located at 17/12, Syganak street, 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 absentia in accordance with Articles 35-41, 43-47, 49-52 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 initiator of the Meeting is the majority shareholder Samruk-Kazyna JSC that owns 194,517,456 ordinary shares of the Company (decision of Samruk-Kazyna Management Board No. 63/22 dated 11 November 2022).
Agenda of the extraordinary General Meeting of Shareholders
1. On the composition of the Board of Directors of NAC Kazatomprom JSC.
At the initiative of the majority shareholder, Samruk-Kazyna JSC, the issue of electing Mr. Armanbai Zhubayev as an independent director of the Company, for a period expiring upon the full term of office of Kazatomprom’s Board of Directors (“the Board”), is being submitted to the Meeting for consideration.
If shareholders approve Mr. Zhubayev as a Company director, the number of directors on the Board will increase from seven to eight, including an increase in independent directors from three to four.
Start date of the provision of ballots for counting the results of absentee voting is 26 January 2023.
Closing date for accepting ballots for counting the results of absentee voting is 2 February 2023, until 18:00 (Astana city time).
The date of counting the results of absentee voting is 3 February 2023, until 18:00 (Astana city time).
The date and time of drawing up the list of shareholders entitled to participate in the extraordinary General Meeting of Shareholders of the Company is 4 January 2023 at 00:00 (Astana city time).
Materials on the agenda of the extraordinary 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 extraordinary General Meeting of Shareholders of the Company in the office of NAC Kazatomprom JSC at: Office 11, 18th floor, 17/12, Syganak street, Yessil district, 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, the materials on the agenda of the extraordinary General Meeting of Shareholders of the Company will be sent to this shareholder within three (3) working days from the date of receipt of the request, while the costs for making copies of documents and their 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.
The notice of the upcoming Meeting, as well as the ballot for absentee voting will be available on the Company's web site in accordance with the law "On Joint Stock Companies" and the Company's Charter.
We hereby invite shareholders to familiarize themselves with the following procedure for holding the Meeting:
- Shareholders voting by sending a ballot for absentee voting must indicate the surname, first name, father’s name/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.
- Absentee voting ballot of a shareholder - a legal entity shall be signed by its CEO (a representative of a shareholder- legal entity).
- A ballot 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 ballot for absentee voting must be received by the Company or provided on a hard copy to the office of NAC Kazatomprom JSC at: 17/12, Syganak Street, Yessil district, Astana, Republic of Kazakhstan, Z05T1X3, by 18:00 (Astana time), on 2 February 2023.
- In case of signing a ballot for absentee voting by a representative of a 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 Kazatomprom’s shareholders entitled to participate and vote at the extraordinary General Meeting of Shareholders of NAC Kazatomprom JSC is compiled by the Central Securities Depository JSC based on the data of Kazatomprom’s shareholders register system.
- 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 of the Company, 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.
- Kazatomprom’s majority shareholder has the right to participate in the management of the Company in accordance with the procedure provided for by the Law "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.).
For more information, please contact:
Extraordinary General Meeting of Shareholders Inquiries
Assem Mukhamedyarova, Corporate Secretary
Tel.: +7 7172 45 81 63
Kazatomprom Investor Relations Inquiries
Yerlan Magzumov, Director, Investor Relations
Cory Kos, International Adviser, Investor Relations
Tel.: +7 7172 45 81 80 / 69
Kazatomprom Public Relations and Media Inquiries
Sabina Kumurbekova, Director, Government and Public Relations
Gazhaiyp Kumisbek, Chief Expert, Government and Public Relations
Tel.: +7 7172 45 80 22
A copy of this announcement is available at www.kazatomprom.kz.
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 http://www.kazatomprom.kz
Forward Looking Information
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.
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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 NOT 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.
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