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In conformity with 5.6.1R of the Disclosure Guidance and Transparency Rules (“the Rules”), the Company hereby notifies the market of the following:
At the date of this announcement, the total issued share capital of the Company comprises 480,723,977 ordinary shares.
The Company currently holds 8,285,450 ordinary shares in treasury and therefore the issued share capital of the Company which carries voting rights of one vote per share comprises 472,438,527 ordinary shares (excluding treasury shares).
The above figure of 472,438,527 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Rules.
KAZ Minerals PLC (the ‘Company’) announces that at its Annual General Meeting held today, all the resolutions put to shareholders were duly passed on a poll. The poll results showing the number of votes received for and against each resolution are shown below. The poll results represent approximately 69.70% of the total number of 472,438,527 Ordinary Shares in issue which carry voting rights of one vote per share.
The votes cast on resolutions 7, 8, 9, 11 and 12, relating to the election or re-election of the independent non-executive Directors, have been calculated separately. These resolutions were duly passed by a majority of votes cast by both Independent Shareholders as well as by a majority of votes cast by all Shareholders. The result of the votes cast by the Independent Shareholders (marked with **) and the votes cast by all Shareholders are set out below.
The Company currently holds 8,285,450 Ordinary Shares in treasury which do not carry voting rights.
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On 18 March 2020, KAZ Minerals PLC (“the Company”) announced that it had posted or otherwise made available its Notice of Annual General Meeting for the Annual General Meeting 2020, which is due to be held on Thursday 30 April 2020 at 12.15pm.
On 23 March 2020, the UK Government announced the “Stay At Home” rules, which are compulsory measures aimed at limiting the spread of the coronavirus disease (Covid-19). On 26 March 2020, a statutory instrument was passed giving legal effect to the “Stay At Home” rules. The “Stay At Home” rules prohibit, among other things, public gatherings of more than two people, subject to only very limited exceptions. As a result, the 2020 Annual General Meeting of the Company is expected to be held in a format different to that of previous years, while still allowing for shareholders to exercise their voting rights.
The Company is continuing to monitor closely the impact of Covid-19 in the United Kingdom. Set out below is the Board’s current proposal for the arrangements for the Annual General Meeting. The Company will notify shareholders of any changes to these arrangements prior to the Annual General Meeting via an RNS announcement and on its website at:
https://www.kazminerals.com/investors/shareholder-centre/general-meetings/
Consistent with the “Stay At Home” rules, and in accordance with guidance published by The Chartered Governance Institute (ICSA), the Annual General Meeting is expected to be held with only the minimum number of persons present as is legally required to form a quorate meeting. Two Directors or senior employees of the Company, each of whom is either a shareholder, or a proxy or corporate representative appointed by a shareholder, will attend the meeting. One of them will be appointed as chair of the meeting in accordance with the Company’s articles of association. The attendance of these two people is permitted under the “Stay At Home” rules, as it is “essential for work purposes”. All social distancing precautions will be observed by the two persons who attend in person, and the duration of the Annual General Meeting will be minimised in accordance with the “Stay At Home” rules.
The attendance of any other shareholder, proxy or corporate representative is not permitted under the “Stay At Home” rules currently expected to be in force at the date of the Annual General Meeting. No shareholder, proxy or corporate representative should attend the Annual General Meeting in person, as doing so would be in breach of the “Stay At Home” rules and potentially unsafe for them or the limited number of other persons in attendance. The chair of the Annual General Meeting will exercise his powers to exclude any person who attempts to do so, and they will not be permitted entry to the location of the Annual General Meeting.
The Board therefore strongly encourages shareholders to appoint the chair of the Annual General Meeting as their proxy to exercise their right to vote at the Annual General Meeting in accordance with their instructions. Shareholders are encouraged to submit proxy votes to the Company’s Registrars, Computershare, as early as possible. Shareholders that have already appointed someone other than the chair of the Annual General Meeting as their proxy are encouraged to appoint the chair of the Annual General Meeting instead. If you require a replacement proxy form or need assistance with online voting, please email WebCorres@computershare.co.uk. Votes already lodged can be changed up to 48 hours before the meeting.
If shareholders have any questions relating to the business to be dealt with at the Annual General Meeting, they are invited to submit these questions in advance of the Annual General Meeting. Shareholders may submit questions up until 11.30am on 23 April 2020 by sending an email to the Board at AGM2020@kazminerals.com. The Board will provide answers to any questions it receives as if they had been asked at the Annual General Meeting and where it would have been required to do so pursuant to section 319A of the Companies Act 2006.
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The Company’s Annual Report and Accounts for the year ended 31 December 2019 (“2019 Annual Report”), Notice of Annual General Meeting 2020 and Form of Proxy relating to the Annual General Meeting 2020 have been posted or otherwise made available to shareholders today.
In accordance with Listing Rule 9.6.1.R of the UK Financial Conduct Authority, these documents have been submitted to the National Storage Mechanism and will be available for inspection shortly at http://www.morningstar.co.uk/uk/NSM.
The 2019 Annual Report and the Notice of Annual General Meeting 2020 can also be viewed on the Company’s website at www.kazminerals.com.
In line with current UK government public health advice and restrictions on public gatherings, aimed at limiting the spread of the Covid-19 virus, the Board encourages shareholders not to attend the Annual General meeting 2020 in person and instead to submit all votes by proxy.
The information contained in the Appendix to this announcement, which is extracted from the 2019 Annual Report, is included solely for the purposes of complying with DTR 6.3.5R. The information should be read in conjunction with the Company’s Audited Results for the year ended 31 December 2019, released on 20 February 2020. This announcement and the Audited Results announcement together constitute the material required by DTR 6.3.5R to be communicated to the media in unedited full text. This material is not a substitute for reading the full 2019 Annual Report.
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In accordance with Listing Rule 9.6.14R, the Company announces that Alison Baker, an independent non-executive Director of the Company, has been appointed as an independent non-executive director of Endeavour Mining Corporation, which is listed on Toronto Stock Exchange.
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KAZ Minerals PLC will announce its preliminary results for the year ended 31 December 2019 on Thursday 20 February 2020 at 7.00am (UK time).
A presentation for analysts will be held at the London Stock Exchange, 10 Paternoster Square, London EC4M 7LS on Thursday 20 February 2020 at 10.30am (UK time).
The presentation for analysts can also be accessed by conference call on Thursday 20 February 2020 at 10.30am (UK time). The dial-in details are as follows:
Telephone: +44 (0) 20 3936 2999
Please quote the participant access code: 450147
A webcast of the presentation for analysts will also be available on the KAZ Minerals website (www.kazminerals.com).
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In conformity with 5.6.1R of the Disclosure Guidance and Transparency Rules (“the Rules”), the Company hereby notifies the market of the following:
At the date of this announcement, the total issued share capital of the Company comprises 480,723,977 ordinary shares.
The Company currently holds 8,287,104 ordinary shares in treasury and therefore the issued share capital of the Company which carries voting rights of one vote per share comprises 472,436,873 ordinary shares (excluding treasury shares).
The above figure of 472,436,873 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Rules.
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