National Atomic Company “Kazatomprom” Joint Stock Company (“Kazatomprom”, “KAP” or “the Company”), legal address: 10 Kunayev street, 010000, Astana, the Republic of Kazakhstan, actual address (location of the seat) of the executive body: 17/12 building, E-10 street, Z05T1X3, Nur-Sultan, Republic of Kazakhstan hereby notifies Company shareholders of its Annual General Meeting of Shareholders (“Meeting"), convened at the initiative of the Board of Directors (Minutes of Meeting No.5/19 dated April 30, 2019) 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 30 May 2019 at 11:00 local time (GMT+6), at the following location: floor 3, 17/12 building, E-10 street, Z05T1X3, Nur-Sultan city, Republic of Kazakhstan.
The participants will be registered on 30 May 2019, from 09:00 to 10:30 local time (GMT+6) at the venue of the Meeting.
The register of shareholders eligible to participate at the Meeting will be compiled as at 00:00 local time (GMT+6) on May 3, 2019.
If there is no quorum, the repeated annual General Meeting of Shareholders of the Company will be opened on May 31, 2019 at 11:00 AM local time (GMT+6) in the place where the original Meeting did not take place with the same agenda. Registration will begin at 09:00 local time (GMT +6). The registration will close at 10:30 local time (GMT +6).
Full Agenda of the Annual General Meeting
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.
- On the election of the Chairman and the Secretary of annual General Meeting of Shareholders of NAC Kazatomprom JSC.
- On determining the form of voting of the annual General Meeting of Shareholders of NAC Kazatomprom JSC.
- On the election of members of the counting commission of the annual General Meeting of Shareholders of NAC Kazatomprom JSC.
- On approval of the agenda of the annual General Meeting of Shareholders of NAC Kazatomprom JSC.
- On approval of the annual financial statements of NAC Kazatomprom JSC (separate and consolidated) for 2018.
- On approval of the distribution of net income of NAC Kazatomprom JSC for 2018, on paying dividends and on approval of the amount of dividend per ordinary share of NAC Kazatomprom JSC in 2018.
- On shareholders' appeals on the actions of NAC Kazatomprom JSC and its officials, and the results of their consideration in 2018.
- On the size and composition of the remuneration of members of the Board of Directors and the Executive Board of NAC Kazatomprom JSC in 2018.
- On approval of amendments to the Charter of NAC Kazatomprom JSC.
- On the composition of the Board of Directors of NAC Kazatomprom JSC.
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.
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 2018 Dividend Recommendation
The Board of Directors, based on the Company’s 2018 financial results, has recommended a dividend per ordinary share (one GDR equal to one ordinary share) of 308.46 Tenge to be paid from 2018 earnings. This is equivalent to approximately 80 billion Tenge . This decision is subject to approval by the shareholders at the Meeting on 30 May 2019. If approved, the payment of the 2018 annual dividend will be made starting from 18 June 2019 to shareholders of record at 00:00 local time (GMT+6) on 17 June 2019.
Kazatomprom’s 2018 Integrated Annual Report
The Board of Directors has approved Kazatomprom’s Integrated Annual Report (the Report) for the year ended 31 December 2018, prepared in accordance with GRI standards and the Listing Rules of the London Stock Exchange and Astana International Exchange. The full English version of the Report has been filed in text format with the Regulatory News Service of the London Stock Exchange, and is now available in the Investors section of the Company’s website at www.kazatomprom.kz. The fully formatted interactive version of the Report will be made available no later than May 30, 2019.
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, Head of Investor Relations
Tel: +7 7172 45 81 69
Kazatomprom Public Relations and Media Inquiries
Tel: +7 7172 45 80 63
Powerscourt – London (Giles Read)
Tel: +44 20 7250 1446
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 23% of total global uranium primary production in 2018. The Group benefits from the largest reserve base in the industry. Kazatomprom operates, through its subsidiaries, JVs and Associates, 26 deposits grouped into 13 mining assets, all of which are located in Kazakhstan and mined using ISR technology.
Kazatomprom securities are listed on London Stock Exchange and Astana International Exchange. As the national atomic company in the Republic of Kazakhstan, the Company has partnered with substantially all of the leading players in the nuclear and uranium industry globally. 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 or through its Switzerland-based trading subsidiary, THK.
For more information, please see our newly updated website at 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.