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Annual Report, 2018. NAC Kazatomprom JSC

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Annual Report, 2018. NAC Kazatomprom JSC DELIVERING ON PROMISES. CREATING VALUE. ANNUAL REPORT / 2018 NAC Kazatomprom JSC ABOUT THIS REPORT The purpose of this Integrated Annual Report is to inform readers about the material aspects of the business of joint stock company (JSC) Kazatomprom (the Company), Kazakhstan’s national atomic company. With this report, the Company aims to help investors and other stakeholders understand how it formulates its development strategy, manages its operations, achieves its financial performance, ensures the long-term sustainability of its business and develops value for stakeholders and interested parties. It addresses the following questions. WHAT DO THE COMPANY, ITS SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES DO? IN WHAT ENVIRONMENT DOES THE COMPANY OPERATE? HOW WILL THE COMPANY’S CORPORATE-GOVERNANCE STRUCTURE PROVIDE FOR VALUE CREATION FOR STAKEHOLDERS IN THE SHORT, MEDIUM AND LONG TERM? WHAT IS THE COMPANY’S BUSINESS MODEL? WHAT ARE THE MAIN RISKS AND OPPORTUNITIES INFLUENCING THE COMPANY’S ABILITY TO CREATE VALUE FOR STAKEHOLDERS IN THE SHORT, MEDIUM AND LONG TERM, AND HOW ARE THESE BEING MANAGED? WHAT ARE THE COMPANY’S GOALS, AIMS AND OBJECTIVES, AND HOW DOES IT INTEND TO ACHIEVE THEM? TO WHAT EXTENT HAS THE COMPANY MET ITS GOALS, AIMS AND OBJECTIVES FOR THE REPORTING PERIOD, AND WHAT HAS BEEN THE EFFECT ON ITS VALUATION FOR STAKEHOLDERS? WHAT ARE THE KEY CHALLENGES AND UNCERTAINTIES THE COMPANY IS LIKELY TO FACE IN PURSUING ITS DEVELOPMENT STRATEGY AND WHAT ARE THE POTENTIAL IMPLICATIONS FOR ITS BUSINESS MODEL AND FUTURE PERFORMANCE? NAC Kazatomprom JSC | 1 Contents CONTENTS KEY FIGURES. KEY INDICATORS — 2018 4 1. ABOUT THE COMPANY 26 2018 KEY EVENTS 6 STATEMENT OF THE CHAIR OF THE BOARD 1.1 Activity Profile 27 OF DIRECTORS 8 1.2 Main Products 28 STATEMENT OF THE CHIEF EXECUTIVE OFFICER 10 1.3 Company History 28 BUSINESS MODEL 12 1.4 Company Asset Structure 30 COMPANY DEVELOPMENT STRATEGY 15 1.5 Geography and Target Markets 32 BUSINESS TRANSFORMATION 19 1.6 Association Membership and International LISTING INFORMATION 21 Compliance 38 ABOUT KAZAKHSTAN 22 2. OPERATING AND FINANCIAL REVIEW 40 2.1 Significant Factors Affecting Group Operating Results 42 2.2 Key Performance Indicators 47 2.3 Capital Expenditures Review 50 2.4 Reserves and Geological Surveys 53 2.5 Financial Analysis 54 2.6 Liquidity and Capital Resources 58 2.7 Indebtedness 62 2.8 Guidance for 2019 63 Sensitivity Analysis for 2019 64 2.9 Forward-looking Statements 65 3. SUSTAINABLE DEVELOPMENT 66 Programme of Sustainable Development 67 Sustainable Development Initiatives 69 Governance Diagnostics 69 3.1 Sustainable Economic Development 70 Created and Distributed Direct Economic Value 70 Science and Innovation 70 Economic Effect in Regions of Operation 71 Charity and Sponsorship 72 Procurement 72 3.2 Social Responsibility 74 Company Staff 74 Social Policy 79 Social Stability 81 Occupational Health and Safety 82 2 | Annual Report 2018 3.3 Environmental Responsibility 84 4.15 External Audit 132 Waste Management 85 Direct Greenhouse Gas Emissions 87 5. ABOUT THIS REPORT 133 Energy Efficiency 87 Water Resources 88 5.1 Principles for Defining Report Content Nuclear Safety 89 and Subject Limitations 134 3.4 Development Plans 91 5.2 Essential Subjects 135 3.5 Interaction with the Stakeholders 93 5.3 Standards and Guidelines 137 5.4 External Verification 137 4. CORPORATE GOVERNANCE AND ETHICS 98 6. INFORMATION FOR SHAREHOLDERS 141 4.1 Corporate Governance Structure 99 7. CONTACT INFORMATION 142 4.2 Corporate Governance Code 101 4.3 General Meeting of Shareholders 103 ANNEXES 143 4.4 Board of Directors 103 Composition of the Board of Directors 104 CONSOLIDATED FINANCIAL STATEMENTS 143 Changes in the Composition of the Board of Directors in 2018 108 INDEX OF GRI-COMPLIANT STANDARDS Activity of the Board of Directors 108 IN THIS REPORT 254 Assessment of the Activity of the Board of Directors 110 General Disclosures 254 Engagement of Independent Directors 110 Specific Disclosures 256 Committees of the Board of Directors 110 4.5 Management Board 115 GLOSSARY 259 Composition of the Management Board 115 Activity of the Management Board in 2018 120 Management Board Committees 121 4.6 Remuneration of Directors and Executives 123 4.7 Statement of Responsibility of Members of the Board of Directors and the Management Board 123 4.8 Employment Agreements of Senior Management 123 4.9 Conflicts of Interest 124 4.10 Internal Audit System 124 4.11 Organisational Structure of the Company’s Corporate Centre 124 4.12 Corporate Ethics 125 4.13 Risk Management and Internal Control 126 4.14 Information on Taxation in the United Kingdom 130 NAC Kazatomprom JSC | 3 Key Figures KEY FIGURES Key indicators — 2018 102-7 Uranium production output in volume Output of niobium terms (including all participations, products (tonnes of Nb) subsidiaries and affiliates) (tonnes) 11,476 25.6 PRODUCTION –5% 12,093 –5.2% 27 KAP2 2018 2017 2018 2017 Output of beryllium Output of tantalum products (tonnes of Be) products (tonnes of Ta) 1,711.7 131.7 1st 8% 1,585.2 –6% 140 Kazatomprom 2018 2017 2018 2017 uranium mining world ranking in 2017-2018 (in Electrical power Kazatomprom share of the global natural volume terms) output (million kWh)1 uranium mining market, (including all participations, subsidiaries and affiliates (%) 117.8 2.6% 114.8 9% 23% 2018 2018 2017 21% 2017 Revenue (KZT million) Operating profit (KZT million) 436,632 77,480 58% 277,046 138% 32,602 FINANCE 2018 2017 2018 2017 1 In 2018 operations of MAEK-Kazatomprom LLP were classified as discontinued. 4 | Annual Report 2018 Net profit Net debt/Adjusted (KZT million) EBITDA 380,266 0.54 173% 139,154 142% –1.3 2018 2017 2018 2017 Profitable mining investments Free float of shares (%) (100% base) (KZT billion) 81.5 8% 75.4 14.92% 2018 2018 2017 0% 2017 Net income per share (KZT/share) 1,435.0 169% 534.1 2018 2017 Number of employees Social security tax and social contributions (KZT million) 20,507 6,034 % 25,020 % 6,163 STAFF –18 –2 AND SOCIAL 2018 2017 2018 2017 RESPONSIBILITY Injury frequency rate (number of injuries per 1,000 employees) 0.15 52% 0.31 HEALTH AND SAFETY 2018 2017 NAC Kazatomprom JSC | 5 2018 Key Events 2018 KEY EVENTS 01 JANUARY 03 MARCH 07 JULY • 10 January 2018: The termination • 7 March 2018: A Memorandum of • 3 July 2018: NAC Kazatomprom JSC of the activities of Ulba FtorComplex Understanding is signed by NAC completes the sale of 100% of its LLC is registered by order of the Kazatomprom JSC and a consortium shares in MAEK-Kazatomprom LLP to Department of Justice of Ust- of Japanese companies (EAHL) in Nur- Samruk-Kazyna JSC. Kamenogorsk, Department of Justice Sultan (Astana), setting out the basic • 1 July 2018: In the corporate centre of East Kazakhstan region No. 41. conditions for the parties’ interaction of NAC Kazatomprom JSC and with respect to Baiken-U LLP, Kazatomprom-SaUran LLP a single Kyzylkum LLP and JV Kharasan-U LLP. integrated SAP system was put into operation. • 31 July 2018: Transition to new 02 FEBRUARY strategic planning and performance management processes completed. • 8 February 2018: The Board of 04 APRIL Directors of NAC Kazatomprom JSC approves a new development strategy • 4 April 2018: The termination of for 2018-2028. the activities of Geotechnoservice LLP is registered by Order of the 08 AUGUST Department of Justice of South Kazakhstan region No. 22. • 29 August 2018: Extraordinary General Meeting of the shareholders 03 MARCH in Ulba-Konversia LLP approves the voluntary liquidation of • 2 March 2018: The “Kazatomprom the legal entity. The liquidation Town Hall: In Lockstep with Time” 06 JUNE committee also approves decisions is held in the city of Shymkent, on the procedure for and terms of during which Galymzhan Pirmatov, • 29 June 2018: NAC Kazatomprom liquidation. Chairman of the Board of NAC JSC sells 100% of its shares in the Kazatomprom JSC, presents NAC authorised capital of KAES JSC to Kazatomprom JSC’s strategic Samruk-Kazyna JSC. priorities for 2018-2028, in line with • Transition to the target model the new development strategy. of personnel management was completed within the transformation programme. The project covers the corporate centre and 6 subsidiaries and affiliates. 6 | Annual Report 2018 09 SEPTEMBER 10 OCTOBER 12 DECEMBER • 3 September 2018: • 12 October 2018: NAC Kazatomprom • 13 December 2018: NAC Kazatomprom JSC signs an JSC signs an agreement to sell its NAC Kazatomprom JSC completes a agreement with EAHL, under which, 100% stake in the share capital of transaction to acquire 40.05% of the and under a number of specific Sareco LLP. The buyer is NMC Tau- shares of Energy Asia (BVI) Limited conditions, to buy 40.05% of Energy Ken Samruk JSC. (EAL) and 16.02% of shares in the Asia (BVI) Limited (owner of 95% of • Transition to the target model of authorised capital of JV Kharasan-U shares in the authorised capital of integrated security was completed LLP. Consequently, the Company’s Baiken-U LLP and 40% of shares in the within the transformation stake in Baiken-U LLP increases from authorised capital of Kyzylkum LLP) programme. The project covers the 5% to 52.5% (5% direct participation and 16.02% of shares in the authorised corporate centre and 6 subsidiaries and 47.5% indirectly through EAL), its capital of JV Kharasan-U LLP. and affiliates. stake in Kyzylkum LLP increases from • 28 September 2018: NAC • 15 October 2018: The integrated 30% to 50% (30% direct participation Kazatomprom JSC enters into an planning system has been put into and 20% indirectly through EAL) agreement to sell its 76% stake in commercial operation at the first-tier and its stake in JV Kharasan-U LLP the authorised capital of Kyzyltu LLP enterprises.
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