t
| Date | 12 Apr 2022 |
| Time | 07:00:06 |
| Category | Corporate updates |
| ID | 0852I |
AIX: KAP, KAP.Y (GDR)
LSE: KAP (GDR)
Currency: KZT (₸), unless otherwise noted
JSC National Atomic Company "Kazatomprom" ("Kazatomprom" or "the Company") announces the results of the regular meeting of the Company's Board of Directors ("Board of Directors" or "the Board"), convened in Nur-Sultan on 11 April 2022. The Board made a number of decisions and recommendations, including the timing and format for the Company's Annual General Meeting of Shareholders, the amount and timing of the dividend payment to shareholders on the 2021 results, and the approval of the Integrated Annual Report for 2021. Of note, the Board also held in-depth discussions regarding the current geopolitical environment and the risks that Kazatomprom is facing as a result.
"The Republic of Kazakhstan celebrated the 30th anniversary of its independence in 2021," said Mazhit Sharipov, Kazatomprom's Chief Executive Officer and member of the Board of Directors, "and as the publicly traded National Operator for all aspects of the nuclear fuel cycle in the country, Kazatomprom has worked diligently for more than 20 years to establish itself as a proven industry leader, with a positive reputation centered on reliability and consistency.
"As the world's largest producer of natural uranium with attributable production representing approximately 24% of global primary uranium production in 2021, the Company has partnered with the leading companies in the global nuclear industry at 12 of its 14 mining assets. Adherence to the highest standards for product quality with programs and systems in place to ensure we meet or exceed international environmental, social and governance standards in everything we do, confirms that Kazakh-produced uranium is equal to or better than the material produced anywhere in world. Host to some of the world's most significant uranium resources, Kazakhstan's unique geological conditions allow for uranium extraction using the in-situ recovery (ISR) mining method, offering significant health and safety advantages, along with a minimal impact on the environment. The Company stands ready to work with its top-tier partners and global utility customers, including US customers with whom Kazatomprom continues to strengthen its relationships, to ensure every global reactor will be able to maintain operations as the world economy seeks energy security and increasingly relies on clean nuclear power."
"In the context of the recent announcement of proposed US legislation to ban the import of Russian uranium to the US, Kazatomprom strongly supports any initiatives aimed at bringing a peaceful settlement to the situation and an end to the tragic violence in Ukraine," added Neil Longfellow, independent director and Chairman of Kazatomprom's Board. "However, the discussion and debate surrounding the proposed legislation often associates Kazakh-origin natural uranium with Russia, and that is misleading. Kazakhstan's natural uranium, whether shipped to customers by Kazatomprom or our eastern or western operating partners, does not change title or origin through to its arrival at a western conversion facility, regardless of the transportation route utilized. It should be clear that the legislation as proposed would not restrict Kazakhstan's natural uranium products. Kazatomprom therefore expects to meet its obligations and take all necessary actions to continue to reliably meet the needs of customers from around the world who have put their trust and confidence in the Company."
Kazatomprom, actual address: No. 17/12, Syganak Street, Nur-Sultan, Republic of Kazakhstan, Z05T1X3, hereby notifies Company shareholders of its absentee Annual General Meeting of Shareholders ("AGM" or "the Meeting").
1. Election of members of the counting commission of the General Meeting of Shareholders of NAC Kazatomprom JSC.
2. Approval of Kazatomprom's 2021 annual financial statements (separate and consolidated).
3. Approval of the procedure for distribution of Kazatomprom's 2021 consolidated net income and a portion of consolidated retained earnings of the previous years, approval of the decision to pay dividends on ordinary shares, and approval of the amount of dividend per one ordinary share.
4. Information on shareholders' appeals on the actions of Kazatomprom and its officials, and the results of their consideration.
5. Information on the size and composition of remuneration of members of Kazatomprom Board of Directors and Management Board.
6. Setting Kazatomprom's threshold and target financial stability indicators.
7. Approval of the Regulations on the General Meeting of Shareholders of NAC Kazatomprom JSC.
8. Approval of amendments and additions to the Regulations on the Board of Directors of NAC Kazatomprom JSC.
9. Decision on the composition of Kazatomprom's Board of Directors.
Annual General Meeting of Shareholders convened at the initiative of the Board of Directors (Minutes of the Board meeting No.3/22 dated 11 April 2022).
Start date for ballots submission is 19 May 2022.
Closing date for ballots submission is 26 May 2022, 18:00 (Nur-Sultan time).
Date of absentee votes counting is 27 May 2022, 18:00 (Nur-Sultan time).
Date and time when a list of shareholders entitled to participate in the AGM is compiled as of 20 April 2022, 00:00 (Nur-Sultan time).
Materials for the Meeting according to the agenda will be available to shareholders no later than ten days before the date of the Meeting, at the Company's headquarters at the following address: Room 11, Floor 18, 17/12, Syganak Street, Yessil District, Nur-Sultan, Z05T1X3, Republic of Kazakhstan, on any working day from 9:00 am until 6:00 pm (Nur-Sultan time). Upon request, physical copies of the agenda materials will be sent within 3 business days of receipt of the request, with the costs related to compilation and delivery of the documents being borne by the shareholder. Such requests from shareholders must be received at the actual address of the Company, in the way prescribed by the legislation of the Republic of Kazakhstan.
Kazatomprom's AGM is held in accordance with Articles 35-52 of the Law of the Republic of Kazakhstan dated May 13, 2003 No. 415-II "On Joint Stock Companies" ("the Law "On Joint Stock Companies").
The notice of the upcoming Meeting will also be available on the Company's website in compliance with the Law "On Joint Stock Companies" and the Company's Charter.
Voting Procedure
· When voting by an absentee ballot, a shareholder shall indicate his/her full name/name of a legal entity, the number of voting shares, and shall 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 which is 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 absentee ballot must be received by the Company or delivered by courier to the office of Kazatomprom at the address: 17/12, Syganak Street, Yessil District, Nur-Sultan, Z05T1X3, Republic of Kazakhstan, by 26 May 2022, at 6:00 pm.
· If an absentee ballot is signed by a shareholder's representative, a copy of the power of attorney or other document confirming the authority of the representative of the shareholder shall be attached.
· For vote counting, only those votes on the agenda items are counted where a shareholder (or a representative of a shareholder) followed the procedure of voting prescribed in the ballot, and only one of the voting options was marked.
· The Meeting may consider and make decisions on the agenda items only if the shareholders (or 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 date or on the closing date for submission of ballots.
· The list of the Company's shareholders entitled to participate and vote at the Meeting 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 Meeting, a person included in such a list alienated his/her voting shares, the right to participate in the Meeting is transferred to a new shareholder. In such a case, the documents confirming the ownership of the shares shall be submitted.
· Any shareholder of Kazatomprom has the right to participate in the management of the Company in the manner prescribed by Law No.415-II of the Republic of Kazakhstan dated May 13, 2003 "On Joint-Stock Companies" and (or) the Charter of the Company.
· The holders of Global Depositary Receipts are entitled to vote at the Meeting on behalf of the beneficial owners in relation to the deposited shares, provided that identification and other information required by the applicable Kazakhstan law on such beneficial owners, has been submitted to the Central Securities Depository JSC through the Depositary (Citibank NA).
As part of the preparation of materials for the calculation of the Company's dividend payment, the following previously published indicators have been corrected: adjusted EBITDA comprised KZT 350,294 million (previously published KZT 349,628 million), Attributable EBITDA comprised KZT 276,510 million (previously published KZT 275,844 million). These non-IFRS metrics have been calculated based on Kazatomprom's Consolidated Financial Statements for the year ended 31 December 2021; the financial statements do not include these metrics and therefore remain unchanged. The Operating and Financial Review for 2021 as originally published on 16 March 2022 has been updated accordingly and re-published to the Company's website.
|
(KZT billion) |
2021 (restated) |
2020 |
Change |
|
Adjusted EBITDA1 |
350.3 |
325.7 |
8% |
|
Attributable EBITDA2 |
276.5 |
295.5 |
(6%) |
1 Adjusted EBITDA is calculated by excluding from EBITDA items not related to the main business and having a one-time effect.
2 Attributable EBITDA (previously "Adjusted Attributable EBITDA") is calculated as Adjusted EBITDA less the share of the results in the net profit in JVs and associates, plus the share of Adjusted EBITDA of JVs and associates engaged in the uranium segment (except JV "Budenovskoye" LLP's EBITDA due to the minor effect it had during each reporting period), less non-controlling share of adjusted EBITDA of "Appak" LLP, JV "Inkai" LLP, "Baiken-U" LLP, "Ortalyk" LLP and JV "Khorasan-U" LLP, less any changes in the unrealized gain in the Group.
The decision on dividends distribution is subject to the approval of shareholders at the Meeting on 26 May 2022. The Board of Directors, based on the Company's audited 2021 financial results, has recommended a dividend payment of KZT 876.74 per ordinary share (one GDR equal to one ordinary share). The total dividend will amount to approximately KZT 227.4 billion, representing 75% of free cash flow (FCF) as calculated in accordance with the Company's Dividend Policy (as per this Policy, the sale of a 49% share of Ortalyk LLP to China General Nuclear Power Corporation in 2021 (a one-time effect) is included to the calculation of the FCF). If approved, the payment of the annual dividend will be made beginning 15 July 2022 to shareholders of record at 00:00 local time (GMT+6) on 14 July 2022.
As previously disclosed, Mr. Bolat Akchulakov, a Kazatomprom Board member representing the interests of majority shareholder Samruk-Kazyna JSC ("Samruk-Kazyna"), was appointed Minister of Energy and therefore resigned from his position on Kazatomprom's Board of Directors in January 2022. In his place, Samruk-Kazyna provided the Company with its executive decision to nominate Mr. Yernat Berdigulov as the candidate to represent its interests until the expiration of the current term of office of the Board of Directors (18 May 2023).
In addition, on 25 March 2022, Mrs. Assem Mamutova, an independent director, applied for an early termination of her powers from 01 April 2022. It is expected that the position vacated by Mrs. Mamutova will not be filled at this time, reducing the number of Board members from eight to seven.
The appointment of Mr. Berdigulov, the termination of Mr. Akchulakov and Mrs. Mamutova's duties, and the composition of Kazatomprom's Board of Directors are expected to be voted upon at the upcoming Meeting scheduled on 26 May 2022.
The Board of Directors has approved Kazatomprom's Integrated Annual Report (the "IAR") for the year ended 31 December 2021, prepared as required by the listing rules of the London Stock Exchange, the Astana International Exchange, and the Kazakhstan Stock Exchange, in accordance with GRI sustainability reporting standards and the Company's internal regulatory documents. As per the listing rules of the stock exchanges, the text version of the IAR will be published on the Company's website no later than 30 April 2022. A full electronic version of the IAR will be available on the Company's website no later than 30 June 2022.
For further information, please contact:
Maira Tnymbergenova, Corporate Secretary
Tel: +7 7172 45 81 63
Email: [email protected]
Cory Kos, International Adviser, Investor Relations
Botagoz Muldagaliyeva, Director of Investor Relations
Tel: +7 (8) 7172 45 81 80
Email: [email protected]
Gazhaiyp Kumisbek, Chief Expert of GR & PR Department
Tel: +7 (8) 7172 45 80 63
Email: [email protected]
Kazatomprom is the world's largest producer of uranium, with the Company's attributable production representing approximately 24% of global primary uranium production in 2021. 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.
Kazatomprom securities are listed on the London Stock Exchange, Astana International Exchange, and Kazakhstan Stock Exchange. As the national atomic company in the Republic of Kazakhstan, 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 in Nur-Sultan, Kazakhstan, and through its Switzerland-based trading subsidiary, Trade House KazakAtom AG (THK).
For more information, please see the Company 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 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.