Sole Shareholder of UMP JSC

Sole Shareholder is the Superior body of the Company

Considering the fact that all Company’s simple voting shares belong to NAC Kazatomprom JSC as the Sole Shareholder, Shareholder General Meetings are not conducted, except for the case as stipulated in Article 49 of the Company’s Statute. Decisions with regards to issues as referred by the Republic of Kazakhstan law on Joint-Stock Companies, Company’s Corporate Management Code and  Statute to the competency of the Shareholder General Meeting shall be made by the Company’s Sole Shareholder singly and subject to be issued in writing provided that these decisions do not derogate and restrict rights approved by preferential shares.
Corporate management provides the Sole Shareholder with a real opportunity to exercise its rights associated with taking part in the Company management. 
Procedure for information exchange between the Company and the Sole Shareholder shall be regulated by the Law, Statute and internal documents of the Company.

Resolutions made by the Sole Shareholder 

2012

In 2012, 6 resolutions were made by the Sole Shareholder covering the following issues:

• Election of the Company’s Board of Directors
• Approval of the annual audited financial statements of the Company for 2011 and distribution of dividends for 2011
• Approval of revisions and supplements to the Company’s Statute
• Approval of the Company’s internal documents.

2013

In 2013, 5 resolutions were made by the Sole Shareholder covering the following issues:

• Approval of the Regulation for the Company’s Board of Directors
• Approval of the annual audited financial statements of the Company for 2012, procedure of distribution of net income and distribution of dividends for 2012
• Participation of the Sole Shareholder’s representatives in the compositions of the Supervisory Boards and Boards of Directors of the Company
• Results of actions for assurance of social safety, arrangement of the day-to-day control, and strengthening the labor discipline of the Company
• Identification of the agency for auditing the annual financial reports of the Company for 2013.

2014

In 2014, 6 resolutions were made by the Sole Shareholder covering the following issues:

• Approval of the annual audited financial statements of the Company for 2013, procedure of distribution of net income and distribution of dividends for 2013
• Determination of the composition, term of powers and election of the members of the Company’s Board of Directors
• Approval of the Regulation for payment of remuneration and compensation to the independent directors of the Company’s Board of Directors
• Appointment of  the Chairman of the Company’s Board
• Approval of the “Assessment Procedure of Chief Accountant and Head of the Division for Preparation of the Financial Reports of the Affiliated Companies of NAC Kazatomprom JSC”
• Identification of the agency for auditing the Company’s annual financial reports for 2014-2016

2015

5 resolutions were made in 2015 by the Sole Shareholder covering the following issues:

• Approval of the Repatriation Schedule of the remaining obligations of JV Yingtan Ulba Shine Metal Materials Co., Ltd. 
• Some issues of the Company’s business activities
• Approval of the Corporate Governance Code for the organizations which have  more than fifty percent of voting shares (participatory interests) either directly or indirectly belonging to Samruk-Kazyna JSC
• Composition of the Supervisory Boards and the Boards of Directors of some affiliated companies of JSC NAC Kazatomprom
• Approval of the new revision of Instruction “Uranium Concentrate. Procedure of  Uranium Amount (Weight) Determination for the Settlement Payments between the Supplier and the Processor”

2016

7 resolutions were made in 2016 by the Sole Shareholder covering the following issues:

• Approval of annual audited consolidated financial reporting and the order of distributing the consolidated net income of the Company for 2015, payment of dividends of ordinary shares of the Company for 2015;
• Revisions to the Company’s Statute;
• Company’s Board;
• Approval of the Regulation on NAC Kazatomprom Situation Center Information System;
• Approval of the Policy «NAC Kazatomprom Scientific and Process activities management»;
• Approval of the regulation on the «Rotation of NAC Kazatomprom, its affiliates and dependant companies employees», «Training and practice and NAc Kazatomprom and affiliates and dependant companies of NAC Kazatomprom»;
• Approval of the Dividend Policy of NAC Kazatomprom in relation to the affiliate companies for 2016-2020.

2017

Eight (8) resolutions were made by the Sole Shareholder in 2017 as follows:

• Approval of the Instruction “Evaluation and Commercialization of the Intellectual Property of NAC Kazatomprom JSC”;
• Approval of the Regulation on the General Meeting of the shareholders of the Company (Sole Shareholder) and arrangements with it;
• Composition of the Company’s Board of Directors;
• Approval of the fee amount for the services of PricewaterhouseCoopers on auditing of the Company’s financial statements for 2017, 2018 and 2019 in accordance with IFRS;
• Approval of the revised Regulation on the Company’s Board of Directors;
• Approval of the Company’s annual audited consolidated financial statements and the procedure of net profit distribution for 2016 and dividend payment to the Company’s shareholders;
• Approval of the Rules of registration and use of copyright items created at NAC Kazatomprom JSC;
• Approval of the Company’s revised Charter.

2018

Nine (9) resolutions were made by the Sole Shareholder in 2018 as follows:

• Approval of NAC Kazatomprom JSC Data Management Concept;
• Approval of UMP JSC’s annual audited consolidated financial statements and the procedure of net profit distribution for 2017 and dividend payment to UMP JSC’s shareholders, amount and composition of remuneration of UMP JSC Board of Directors and Executive Board in 2017;
• Appointment of Ulba Metallurgical Plant JSC Executive Board Chairman;
• Approval of Regulations for Tax Control and Tax Risks processes of NAC Kazatomprom JSC;
• Approval of Corporate tax accounting policy of NAC Kazatomprom JSC Group;
• Approval of organization documents;
• Approval of Regulations for Rationalization Activity at NAC Kazatomprom JSC;
• Approval of Modifications and additions to the Charter of Ulba Metallurgical Plant JSC;
• Consideration of issue regarding “Ulba-FA. UMP JSC Northern Site. Manufacturing of Fuel Assemblies (FA) with a capacity of 200 tons per year” investment project moving to Implementation stage.