Notice of KAP's Extraordinary General Meeting
AIX: KAP, KAP.Y (GDR)
LSE: KAP (GDR)
Currency: KZT (₸), unless otherwise specified
11 September 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 dated May 13, 2003 No. 415-II "On Joint Stock Companies". Extraordinary General Meeting of Shareholders is convened at the initiative of the Board of Directors of Kazatomprom (Minutes No. 14/24 dated 26 August 2024).
The Meeting will take place on 16 October, 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 with the following agenda:
The registration of shareholders will take place on 16 October 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 EGM will be compiled as of September 17, 2024 at 00:00 local time (GMT+5).
In the absence quorum, the adjourned extraordinary General Meeting of Shareholders of the Company will be convened on 17 October 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 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 interested party transaction - the Deed of Guarantee between Kazatomprom, KAP Logistics LLP and Taiqonyr qyshqyl zauyty LLP.
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 a major interested party transaction
In accordance with the decision of the Company's Board of Directors (Minutes # 14/24 dated August 26, 2024), Taiqonyr qyshqyl zauyty LLP and KAP Logistics LLP are planning to conclude an offtake contract for the purchase of sulfuric acid under the project "Construction of a sulfuric acid plant with a capacity of 800 thousand tons per year in the village of Taikonyr, Suzak district, Turkestan region" for a period till 2043 on a take-or-pay basis.
The project will ensure reliable supply of a reagent needed for uranium mining enterprises of NAC Kazatomprom JSC.
According to the terms of the offtake contract KAP Logistics LLP is to engage a guarantor to ensure that its financial obligations under the offtake Contract are fulfilled properly. Therefore, it is planned to conclude a Guarantee Agreement between Kazatomprom as the "Guarantor", KAP Logistics LLP as the "Debtor" and Taiqonyr Qyshqyl Zauyty LLP as the "Beneficiary". The total amount of guarantee obligations of Kazatomprom will be equal to those of KAP Logistics LLP under the offtake contract.
For more information, please contact:
Extraordinary General Meeting of Shareholders Inquiries
Aigerim Dosanova, Corporate Secretary
Tel.: +7 7172 45 82 84
Email: adosanova@kazatomprom.kz
Investor Relations Inquiries
Botagoz Muldagaliyeva, Director, Investor Relations
Tel.: +7 7172 45 81 80/69
Email: ir@kazatomprom.kz
Public Relations and Media Inquiries
Altynay Karibzhanova, Acting Director, Public Relations
Tel: +7 7172 45 80 63
Email: pr@kazatomprom.kz
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, 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 (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.
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