Listing

This text is a translation of the prospectus from English into Russian. In case of inaccuracies or inconsistencies with the English text, the English text of the prospectus shall prevail over the Russian. The prospectus may not be transmitted or distributed otherwise than as provided below and may not be reproduced in any way whatsoever.

This document is intended for distribution in Kazakhstan only, to the extent permitted by the laws of the Republic of Kazakhstan, and is not intended for wide dissemination. This document is for informational purposes and is a translation of the Prospectus prepared for the purposes of offering and listing the GDRs referred to herein on the London Stock Exchange. The recipient of this document is not allowed to make it available to others and shall maintain the confidentiality of the information contained therein. By receiving and retaining this document, the recipient declares that he understands that this document is provided to him for the purposes of information, that distribution of this document may be restricted by Kazakhstan laws, and that the recipient is aware of the applicable legal restrictions. Credit suisse, ubs and renaissance capital do not make any offer, advertisement, promotion, placement or sale of securities in Kazakhstan.

Prospectus

Methodology for determining the value of shares in the event Kcell JSC repurchases on an over-the-counter market

1. General provisions
  • 1.1. This document has been developed in accordance with the Law of the Republic of Kazakhstan “On Joint-Stock Companies” No.415-ИI of May 13, 2003, as amended (the Law), other statutory and regulatory enactments of the Republic of Kazakhstan and the Charter of Kcell JSC (Company).
  • 1.2. The terms used in this document have the following meanings:
  • 1.3. The provisions of this document shall apply to determine the cost of Shares in case of their redemption by the Company: (a) on the initiative of the Company for subsequent resale of such Shares by the Company or for other purposes not contrary to the laws of the Republic of Kazakhstan and the Charter of the Company or (b) at the Shareholder’s request in the cases provided for by the Law
2. Methods
  • 2.1. Redemption of Shares by the Company on the initiative of the Company shall be at the price established by an independent appraiser appointed by the Company at its own discretion, as of the date at least 30 (thirty) calendar days before the relevant decision is taken by the Board of Directors.
  • 2.2. Redemption of Shares at the Shareholder’s request

Instructions for conversion of GDR into shares

Following the delisting of Kcell GDRs on the London Stock Exchange (LSE) and the Astana International Financial Center Exchange (AIX) and termination of the Kcell GDR Program, holders are invited to convert their GDRs into ordinary shares.

Instructions for conversion of GDR
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Member of the Management Board, Chief Finance Officer

Damir Mullashev graduated from Kazakhstan Institute of Management, Economics and Forecasting (KIMEP) in 2003. His professional experience spans 20 years in financial sector, of which 13 years in leadership roles. He started his career in the banking sector, where he worked in an investment bank since 2007 and since 2013 in a private equity fund. In 2016 he moved to the telecommunications industry and took up the role of Head of External Asset Management Service at Kazakhtelecom JSC. He has extensive experience in corporate finance (M&A), telecom asset management, as well as debt and equity financing. In September 2022, Damir Mullashev joined Kcell JSC as Deputy Chief Finance Officer and in December 2022 he was appointed acting Chief Finance Officer.

Member of the Management Board, Chief Commercial Officer

Olga Tsoi holds a master's degree in business administration from KIMEP University. She has 17 years of work experience in the commercial sector in various industries, of which 13 years in leadership roles, including 3 years in FMCG and retail, 8 years in telecom, 3 years in consulting (FinTech and InsuranceTech) and 3 years in the banking sector. In 2023, Olga was appointed Director of Consumer Department of Kcell JSC.

Daniyar Ibrayev graduated from the Military Institute under NSC of the Republic of Kazakhstan (currently the Border Force Academy under NSC) in 2000 with a degree in Telecommunications Engineering. In 2007, he graduated from the Kazakh Humanitarian Law University (Nur-Sultan), with a Bachelor of Law degree. Since 2020, he has worked at Kcell JSC as an Adviser to the Strategic Development Department, then as a Chief Expert of the Security Department. Since 2017, he has worked at The Unified Pension Savings Fund JSC and prior to that he worked in government bodies.

Kirill Strashenko graduated from the Almaty Institute of Energy and Communications in 2004, majoring in Telecommunication Engineering. From 2004 to 2016, he has held various positions at Kcell JSC, from a Data Transmission Systems Engineer to Manager of Data Transmission Systems Section. From 2016 to 2018, he has held the position of Network and IT Infrastructure Manager, and was also appointed as Project Manager for the Unified LTE Network Construction project (a joint project with Kar-Tel LLP). He was appointed Deputy Technical Director (2018-2021) and later Network Development Manager (2021-May 2022). In 2019, he was awarded the state award "Kurmetty Bailanyshy”.

Member of the Management Board, Chief Corporate Director

Mr. Uisumbayev was appointed Chief Corporate Officer and a member of the Management Board since April 15, 2022.

Azamat Uisumbayevfor the last 12 years, he has worked in the group of companies of Kazakhtelecom JSC in various positions, including Managing Director - Financial Controller of Kazakhtelecom JSC and Commercial Director of KT Cloud Lab LLP. Prior to joining the telecommunications industry, he worked in government bodies of the Republic of Kazakhstan. Higher education in the specialties - economic and legal. He has a master's degree from MPA&MBA, RANEPA, Moscow. Successfully completed an advanced training course at the Moscow School of Management “Skolkovo” under the program of additional professional education "Leaders of Digital Transformation". Currently studying under the Executive MBA program at Nazarbayev University.

Member of the Management Board, Chief Digital Development Officer

Malik Amardinovin 2008 graduated from the Academy of Banking of the Kazakhstan Alatau University, Faculty of Finance, in 2016 graduated from the Kazakhstan Engineering and Technology University, Faculty of Higher Technical Education. Total work experience - 16 years in IT, 12 of them in senior positions in the banking sector. Most recent positions are Executive Director and Chief IT Architect of Fortebank, where Malik successfully led all IT development.

Chairman of the Management Board, Chief Executive Officer

Askhat Uzbekov elected to the position of Chairman of the Management Board, Chief Executive Officer of Kcell JSC, effective May 11, 2022.

Askhat Uzbekov graduated from Turan University (Kazakhstan) in 2000 majoring in International Economics. In 2022, he took his Executive MBA from London Business School. Until 2005, Askhat Uzbekov worked in the tax and audit departments at Ernst & Young Kazakhstan LLP, and for the next seven years, until early 2012, he has held various positions in the Treasury Department of KazMunayGas Exploration Production JSC. Then for almost 2 more years, until December 2014, he worked as CFO at KMG EP International (Netherlands).

In January 2015, Askhat Uzbekov joined Kazakhtelecom JSC, the largest national telecom operator, as Finance Director. In March 2015 he was appointed Managing Director - Chief Treasurer of Kazakhtelecom JSC. In January 2016, his job responsibilities were expanded to include the duties of a financial controller of the Kazakhtelecom group of companies. From September 2016 up to the present, he has held the position of Chief Financial Officer of the company. Askhat Uzbekov was actively involved in the acquisition of the 75% stake in Kcell JSC in 2018.

Member of the Kcell Board of Directors since May 19, 2022.

Representative of shareholder Kazakhtelecom JSC

Since 2019, Ms. Kishkimbayeva has been the Managing Director for Legal Affairs and Risks of Kazakhtelecom JSC. Ms. Kishkimbayeva graduated from the Adilet Higher School of Law with a degree in Law, as well as the Kazakh State University of World Languages (English language department).

Ms. Kishkimbayeva has extensive experience in the telecommunications as well as oil infrastructure. Her previous work experience includes Kcell JSC, PetroKazakhstan Inc., KASP CJSC AralParker.

Member of the Kcell Board of Directors since May 19, 2022.

Representative of shareholder Kazakhtelecom JSC

Member of the Kcell Board of Directors since May 19, 2022. On May 19, 2022, at the Annual General Meeting of Shareholders  was re-elected for 3 years. 

Mr. Lezgovko has over 30 years of experience in the telecommunications industry. Since 1999, he has worked at Kazakhtelecom JSC. From 2007 to 2021, he has held the position of the Chief Technical Director at Kazakhtelecom JSC.

Mr. Lezgovko graduated from the Almaty Energy Institute with a degree in Automatic Telecommunications. In 2005, he was awarded the title of ‘Kurmetti Baylanysshy’.

In 2012, he was awarded the Kurmet order.

Member of the Kcell Board of Directors since May 19, 2022.

Independent director

Mr. Kivikko has many years of experience in the telecommunications industry, where he has held senior positions at TeliaSonera and Tele2. He also worked as Managing Director of Paroc Owens Corning Insulation Materials in Russia. He is currently the Managing Director at Fexcon Consulting.

Mr. Kivikko holds a Master's degree in Management Accounting and Business Law and Marketing from the School of Economics and Business Administration (University of Turku) Turku, Finland.

Independent Director

Member of the Board of Directors of Kcell JSC since 29 November 2023.

Mr. Zhamalov has extensive experience in the financial sector, including in Kazkommerts Securities JSC, ING Bank N.V. in its London office and the National Bank of the Republic of Kazakhstan. He currently holds the position of Head of the Representative Office of Dutch ING Bank N.V. in Kazakhstan. He joined the telecommunications sector in 2014 as Chief Manager of the Project Finance Department of Kazakhtelecom JSC and was also a member of the Board of Directors of KazSatNet National Company JSC and National Information Technologies JSC, an operator of the e-government information and communication infrastructure.

Mr Zhamalov holds an Executive MBA from Cambridge University (UK), a MSc in International Financial Analysis from Newcastle University (UK) and a BSc in Financial Mathematics from Charles University (Czech Republic). Mr. Zhalov holds the prestigious CFA financial certificate and Certificate in Company Direction from the Institute of Directors (UK).

Member of the Board of Directors of Kcell JSC, representative of major shareholder Galimzhan Yessenov.

Elected to the Board of Directors of Kcell JSC at the Extraordinary General Meeting of Shareholders on 29 November 2023.

Mr. Kereybayev has extensive experience in information technology and telecommunications, economic analysis and planning, and finance.

During 2018 - 2021, he has held the position of Managing Director for Digitization and Transformation at Samruk-Kazyna JSC.

In 2021, he moved to Kazakhtelecom JSC as Managing Director for Modernization Programme, then was appointed Director for Support Functions Development.

Mr. Kereybayev is currently Chairman of the Board of Directors of Jusan Mobile JSC.

Mr. Dauren Kereybayev graduated from Novosibirsk State University with a degree in Mechanics and Applied Mathematics (1992) and from the Kazakh State Academy of Management with a degree in Finance and Credit (1998).

In 2018, he received a master’s degree in business administration in the Executive MBA programme at the University of Chicago Booth (USA).

He has been awarded the medal "Yerenenbegi ushin" and the public order "Yenbek sinirgen karzhy mamany".

Member of the Board of Directors since January 15, 2019.

Independent director

Member of the Board of Directors since January 15, 2019. On May 19, 2022, at the Annual General Meeting of Shareholders  was re-elected for 3 years.

Mr. Calmes has over 20 years of experience in the telecommunications, wholesale and retail business with a particular focus on emerging markets. From December 2016 to June 2019, he was the CEO of Metro Cash & Carry Russia. Prior to that, Mr. Calmes held various senior positions in the telecommunications sector, including CEO of Tele2 Russia, Managing Director of Wind Telecomunicazioni, Managing Director of the Moscow office of VEON JSC. Mr. Calmes holds a bachelor's degree in Political science and Economics from Bates University, Maine, USA, and has also completed the Wharton School of Business Executive Development Program.

Member of the Board of Directors since January 25, 2019.

Chairman of the Board of Directors.

Member of the Board of Directors since January 25, 2019. On May 19, 2022, at the Annual General Meeting of Shareholders  was re-elected for 3 years.

Mr. Buyanov is also an independent director of Kazakhtelecom JSC and Director at Bengala Investments S.A. From 2002 to 2014, he has held the position of Senior Vice President and Chief Financial Officer, and has been a member of the Management Board of Sistema OJSC – an investment fund listed on the London Stock Exchange.

From 2014 to 2016, he has held the position of Managing Director and Head of the Investment Committee of Redline Capital Management S.A. Mr. Buyanov graduated from the Moscow Institute of Physics and Technology (MIPT) with a degree in Applied Physics and Mathematics, and completed Oxford Fintech Program by Said Business School, University of Oxford.