JSC National Atomic Company “Kazatomprom” (“Kazatomprom” or “the Company”), actual address: 17/12 building, E10 street, Z05T1X3, Nur-Sultan, Republic of Kazakhstan, hereby notifies Company shareholders of its annual General Meeting of Shareholders (the “Meeting"), convened at the initiative of the Board of Directors (Minutes of the Board meeting No.4/20 dated 17 April 2020) on the basis of Articles 35.1, 37.3.3, and 41 of the Republic of Kazakhstan Law "On Joint Stock Companies".
The Meeting will take place on 18 May 2020 at 10:30 local time (GMT+6), at the following location: Kazatomprom headquarters, third floor, 17/12 building, E10 street, Z05T1X3, Nur-Sultan, Republic of Kazakhstan.
Participant registration will take place on 18 May 2020, from 09:00 to 10:20 local time (GMT+6) at the Meeting venue.
The register of shareholders eligible to participate in the Meeting will be compiled as at 00:00 local time (GMT+6) on 23 April 2020.
If there is no quorum, the repeated annual General Meeting of Shareholders of the Company will be opened on 19 May 2020 at 10:30 local time (GMT+6) at the planned location of the original Meeting, with the same agenda. Registration will take place from 09:00 to 10:20 local time (GMT +6) at the Meeting venue.
The notice of the upcoming Meeting will also be available on the Company’s website and in the press in compliance with the Law “On Joint Stock Companies” and the Company’s Charter.
Full Agenda of the Annual General Meeting
- On the election of the Chairman and the Secretary of annual General Meeting of Shareholders of Kazatomprom.
- On determining the form of voting of the annual General Meeting of Shareholders of Kazatomprom.
- On approval of the agenda of the annual General Meeting of Shareholders of Kazatomprom.
- On approval of the annual financial statements of Kazatomprom (separate and consolidated) for 2019.
- On approval of 2019 Kazatomprom net income distribution, making decisions on paying dividends on ordinary shares and approving the amount of dividend per one ordinary share of Kazatomprom in 2019.
- Information on shareholders' appeals on the actions of Kazatomprom and its officials and the results of consideration thereto.
- Information on the size and composition of the remuneration of members of the Board of Directors and the Management Board of Kazatomprom.
- On the composition of Kazatomprom’s Board of Directors.
- On approval of the new edition of the Regulation on Kazatomprom’s Board of Directors.
- On approval of the new edition of the Methodology for share price valuation during buyback by Kazatomprom.
In accordance with Article 43.4.1 of the Law "On Joint Stock Companies", the agenda of the Meeting may be supplemented by a shareholder owning, independently or together with other shareholders, five or more percent of the voting shares of the Company, or by the Board of Directors, provided that shareholders have been notified of such amendments not later than 15 days prior to the date of the Meeting.
Pursuant to Article 44.4 of the Law "On Joint Stock Companies", the materials on issues of the agenda of the Meeting will be prepared and available for review upon request by shareholders not later than 10 calendar days before the date of the Meeting at the business address of the Company.
Upon request of a shareholder, the materials on issues of the agenda of the Meeting will be sent within 3 business days of the day of receipt of the request, with the costs for making copies of documents and delivery of documents borne by shareholder. Requests from the shareholders of the Company are received at the actual address of the Company in the way prescribed by the legislation of the Republic of Kazakhstan.
In order to protect the health of the Сompany's shareholders and their families, given the current situation with the COVID-19 pandemic and the restrictive measures in place in the Republic of Kazakhstan, it is strongly recommended that shareholders exercise their voting rights at the annual General Meeting of Shareholders using the services of Citibank N. A. as Depositary, or to apply to the Central Depository on the territory of the Republic of Kazakhstan in accordance with paragraph 6 of article 41 of the Law of the Republic of Kazakhstan dated 13 May 2003 No. 415-II "On joint-stock companies".
For more information on holding the Meeting, please call: +7 7172 45 81 63.
The meeting will be held in accordance with Articles 35-37, 39-48, 50-52 of the Republic of Kazakhstan Law "On Joint Stock Companies".
We hereby offer shareholders of Kazatomprom an opportunity to review the following meeting procedures.
- The shareholders or their representatives (collectively “shareholders”) attending the Meeting will be registered before opening of the Meeting. Shareholders must provide an identity document. A representative of the shareholder must submit a power of attorney confirming the authority to participate and vote at the Meeting, or a document confirming the eligibility to act on behalf of the shareholder or represent their interests without a power of attorney.
- Holders of Global Depositary Receipts representing shares in the Company have voting rights at the Meeting on behalf of the beneficiary owners with respect to the deposited shares exercisable through Citibank N.A. as the Depositary, subject to providing the identification and other information required by applicable Kazakhstan legislation, in relation to the beneficial owners to Central Securities Depository JSC via Citibank N.A. as the Depositary.
- A shareholder who has not been registered will not be counted in determining the quorum and will not be entitled to vote.
- The Meeting will open at the announced time if a quorum is present.
- The Meeting will hold elections of the Chairman and Secretary of the Meeting and determine the form of voting – open, or secret ballot.
- In accordance with Article 50.1 of the Republic of Kazakhstan Law "On Joint Stock Companies", voting on the agenda of the Meeting is carried out under the principle of "one share - one vote", except for cumulative voting when electing members of the Board of Directors and providing each person eligible to vote at the Meeting, with one vote on the procedural issues of holding the Meeting.
- The Chairman will not be entitled to interfere with the speeches of those eligible to participate in the discussion of the agenda issue, except for cases when such speeches result in violation of the rules of the Meeting or when the dispute on this issue is over.
- The Meeting will only be declared closed after consideration of all issues of the agenda and adoption of the resolutions presented on the agenda.
- In accordance with Article 52.1 of the Republic of Kazakhstan Law "On Joint Stock Companies", the minutes of the Meeting will be drawn up and signed within three business days after the closing of the Meeting.
Kazatomprom’s 2019 Dividend Recommendation
The Board of Directors, based on the Company’s 2019 financial results, has recommended a dividend of KZT 381.72 per ordinary share (one GDR equal to one ordinary share) to be paid from 2019 earnings. The total dividend will amount to approximately KZT 99 billion. This decision is subject to approval by the shareholders at the Meeting on 18 May 2020. If approved, the payment of the 2019 annual dividend will be made starting from 28 May 2020 to shareholders of record as at 00:00 local time (GMT+6) on 27 May 2020.
Kazatomprom’s 2019 Integrated Annual Report
The Board of Directors has approved Kazatomprom’s Integrated Annual Report (the “Report”) for the year ended 31 December 2019, prepared in accordance with listing rules requirements of the London Stock Exchange, the Astana International Exchange and the Kazakhstan Stock Exchange, as well as in accordance with the GRI sustainability reporting standards and the Company’s internal regulatory documents. In accordance with listing rules requirements of the stock exchanges the text version of the Report will be published on regulatory news services of the stock exchanges and on the Company’s website no later than 30 April 2020. Full electronic version of the Report will be made available on the Company’s website no later than 30 May 2020.
For further information, please contact:
Annual General Meeting of Shareholders Inquiries
Maira Tnymbergenova, Corporate Secretary
Tel: +7 7172 45 81 63
Kazatomprom Investor Relations Inquiries
Cory Kos, Director, Investor and Public Relations
Tel: +7 7172 45 81 69
Kazatomprom Public Relations and Media Inquiries
Torgyn Mukayeva, Deputy Director, Investor and Public Relations
Tel: +7 7172 45 80 63
A copy of this announcement will be made available at www.kazatomprom.kz.
Kazatomprom is the world's largest producer of uranium, with the company’s attributable production representing approximately 24% of total global uranium primary production in 2019. The Group benefits from the largest reserve base in the industry. Kazatomprom operates, through its subsidiaries, JVs and Associates, 24 deposits on the territory of the Republic of Kazakhstan grouped into 13 mining entities. All of the Company’s uranium mining entities are located on the territory of the Republic of Kazakhstan and mined using ISR technology, paying particular attention to best practices and means of monitoring health, industrial safety and the environment.
Kazatomprom securities are listed on London Stock Exchange and Astana International Exchange. Kazatomprom is the national atomic company in 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, on the spot market directly from its corporate center in Nur-Sultan, Kazakhstan, as well as through a trading subsidiary in Switzerland, Trading House KazakAtom (THK).
For more information, please see http://www.kazatomprom.kz
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 REALIZED, 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.