Kazatomprom S Regulatory News (KAP)

 AIX: KAP, KAP.Y (GDR)LSE: KAP (GDR)

23 April 2025, Astana, Kazakhstan

Kazatomprom notifies on the Annual General Meeting of Shareholders, dividend recommendation and Board meeting results

National Atomic Company "Kazatomprom" JSC ("Kazatomprom or "the Company") announces the results of the regular meeting of the Company's Board of Directors, which was held on 22 April 2025. The Board of Directors of the Company made a number of decisions and recommendations, including the date and form of the Annual General Meeting of the Company's shareholders, the amount and schedule of dividend distributions for the year 2024, and the approval of the integrated annual report for the year 2024.

Notice of the Annual General Meeting of Shareholders of Kazatomprom

Kazatomprom, address: 17/12 Syganak Street, Nura district, Astana, Z05T1X3, Republic of Kazakhstan, hereby notifies Company shareholders of its in-person Annual General Meeting of Shareholders ("the AGM") in accordance with Articles 35-48, 50-52 of the Law of the Republic of Kazakhstan "On Joint Stock Companies". The AGM is convened at the initiative of the Board of Directors of Kazatomprom (Minutes No. 3/25 dated 22 April 2025).

The AGM will take place on 27 May 2025 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 27 May 2025 from 9:00 untill 10:20 local time (GMT+5) at the AGM venue.

Date and time when a list of shareholders entitled to participate at the AGM will be compiled: 25 April 2025 at 00:00 local time (GMT+5).

In the absence of quorum, the adjourned Annual General Meeting of Shareholders of the Company will be convened on 28 May 2025 at 10:30 local time (GMT+5) at the place of the initial AGM, with the same agenda. The registration of shareholders will begin on 28 May 2025 at 09:00 local time (GMT+5) and close on 28 May 2025 at 10:20 local time (GMT+5).

The notice of the upcoming AGM will also be available on the Company's official website in accordance with the Law "On Joint Stock Companies" and the Company's Charter.

Agenda of the Annual General Meeting of Shareholders:

1. Election of the Chairman and the Secretary of the Annual General Meeting of Shareholders of Kazatomprom.

2. Determining the form of voting of the Annual General Meeting of Shareholders of Kazatomprom.

3. Approval of the agenda of the Annual General Meeting of Shareholders of Kazatomprom.

4. Approval of the audited annual financial statements of NAC Kazatomprom JSC (consolidated and separate) for 2024.

5. Approval of the procedure for the distribution of consolidated net income for 2024, making a decision on the payment of dividends on ordinary shares and approval of the amount of the dividend per one ordinary share.

6. Information on shareholders' appeals regarding the actions of NAC Kazatomprom JSC and its officials in 2024 and the results of their consideration.

7. Information on the amount and composition of the remuneration of the members of the Board of Directors and the Management Board of NAC Kazatomprom JSC.

8. Approval of amendments to the Dividend Policy of NAC Kazatomprom JSC.

9. On the composition of the Board of Directors of NAC Kazatomprom JSC.

10. On the composition and the term of office of the Counting Commission of NAC Kazatomprom JSC.

Composition of the Board of Directors

Due to the termination of duties from 27 March 2025 of Mr. Yernat Berdigulov, Managing Director for Strategy and Asset Management of Samruk-Kazyna JSC ("the Fund"), member of the Company's Board of Directors, the Fund has initiated termination of his powers as the member of the Company's Board of Directors, representing the interests of the Fund. Election of a new representative of the Fund to the Board of Directors of the Company for the whole term of office of the Board has therefore been submitted for consideration by the AGM. Mrs. Saltanat Satzhan, who currently holds the position of Managing Director for Development and Privatisation - member of the Fund's Management Board, is proposed as the new representative.

Changes to the Company's Dividend Policy

As previously reported, the Company plans to revise its approach to the calculation of consolidated free cash flow, which serves as the basis for determining dividend payments to the Company's shareholders. The revision involves excluding cash flows attributable to non-controlling interests and taking into account proceeds from investment activities, specifically the disposal of assets and dividends received by the Company's subsidiaries from their associated and jointly controlled entities.

Since the approval of the current formula for calculating free cash flow (FCF) within the structure of the Kazatomprom Group, several events have occurred that reduced the non-controlling interest in FCF and increased Kazatomprom's share as the parent company, including:

• the sale of a 49% interest in Ortalyk LLP in July 2021;

• inclusion of JV Budenovskoye LLP with a 51% stake in the perimeter of the Group's line-by-line consolidation in January 2024 because of gaining control of JV Budenovskoye LLP.

Introduction of the proposed changes to the dividend policy will bring the amount of dividends paid in line with the cash inflows attributable to the shareholders of the Company. At the same time, the dividend payout ratio will not be revised and will remain at 75% of the consolidated free cash flow of the Company. 

Changes in the FCF calculation formula, if approved by the Meeting, will be applied to the results of 2025 and beyond. Dividends based on the results of 2024 will be distributed in accordance with the dividend policy in effect on the current date.

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 AGM.

According to clause 4 of Article 44 of the Law "On Joint Stock Companies", materials on the agenda of the AGM must be ready and available for review by shareholders no later than 10 calendar days before the date of the AGM at the actual location of the Company.

At the request of the Company's shareholder, materials on the AGM agenda 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 AGM

• Shareholders or their representatives (collectively, "shareholders") participating in the AGM must register before the AGM 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 AGM 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 AGM 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 AGM opens at the stated time, subject to the presence of a quorum.

• The AGM elects the Chairman and Secretary of the AGM 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 AGM 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 AGM one vote when electing the Secretary of the AGM.

• 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 AGM procedure 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 AGM are drawn up and signed within three working days after the closing of the AGM.

Kazatomprom dividend recommendations for 2024

Based on the audited financial results for 2024, the Board of Directors of the Company recommended the dividend per ordinary share (one GDR equals to one ordinary share) payable for 2024 in the amount of KZT 1,264.12. The total dividend amount equals to approximately KZT 327.9 billion, which corresponds to 75% of free cash flow in accordance with the Company's current dividend policy. The decision on dividend distribution is subject to approval by shareholders at the AGM on 27 May 2025. If approved, the dividend payment for 2024 will commence on 17 July 2025 to shareholders registered in the shareholders register as of 16 July 2025, 00:00 local time (GMT+5).

Integrated Annual Report of Kazatomprom for 2024

The Company's Board of Directors approved the Integrated Annual Report (IAR) of Kazatomprom for the year ended 31 December 2024, prepared in accordance with the FCA requirements on disclosure and transparency DTR 4.1.3. (UKLA's Disclosure Guidance and Transparency Rules), the requirements of the Astana International Exchange (AIX), the GRI sustainability reporting standards, the Sustainability Accounting Standards Board (SASB) as well as the internal documents of the Company. In accordance with the requirements of the listing rules of stock exchanges, the text version of the IAR will be published on the Company's website no later than 30 April 2025.

For more information, please contact:

Annual 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, Chief expert, 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 21% of global primary uranium production in 2024. 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 and Astana International 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.