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. The repurchase of Shares at the Company’s initiative shall be done at a price set by an independent appraiser appointed by the Company at least thirty (30) calendar days prior to the adoption of the relevant resolution by the Board of Directors.
  • 2.2. The repurchase of Shares at the request of Shareholder shall be done based on the book value of the Shares. The book value of each Share is calculated according to the following formula:
  • BV = (Е – L)/ N, where:
  • BV book value of each Share Акции;
  • Е – the book value of the Company’s equity capital as of the beginning of the quarter in which calculation is performed;
  • L – projected losses of the Company for the entire quarter in which calculation is performed;
  • N – total number of all outstanding ordinary (voting) shares as of the date of calculation, excluding Shares that have already been repurchased by the Company.

To the holders of Global Depositary Receipts (GDRs)

In response to enquiries from GDR holders regarding the return of funds invested in GDRs, Kcell JSC announces the following:

Due to the GDRs ceasing to be admitted to the Official List and trading on the London Stock Exchange (LSE) and to listing and trading on the Astana International Exchange (AIX) as well as the termination of the depository programme on 7 July 2021, Kcell JSC has issued a Circular and made it available to GDR holders at https://investors.kcell.kz

The Circular sets out the actions that GDR holders must take in connection with the termination of a depositary programme. Therefore, according to para 1.1. Part 4, if a GDR holder has not applied for transfer of the shares represented by its GDRs before the termination of the depositary programme, that’s by 7 July 2021, the Depositary will sell the shares on behalf of the GDR holder and return the net proceeds to the GDR holder upon surrender of its GDRs. 

https://static.kcell.kz/dist/doc/%D0%A6%D0%B8%D1%80%D0%BA%D1%83%D0%BB%D1%8F%D1%80%20%D0%90%D0%9E%20%D0%9A%D1%81%D0%B5%D0%BB%D0%BB%20RUS.pdf

You must contact the Depositary regarding the surrender of GDRs and receipt of cash:

Deutsche Bank Trust Company Americas, 60 Wall Street, New York, NY 10005, United States of America, telephone: +1 212-250-9100 and e-mail: adr@db.com

Kcell is not subject to the regulatory and legislative regime applicable to companies admitted to trading on the LSE and AIX following delisting. Therefore, Kcell has no powers or obligations in relation to the GDRs.

Archive

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

Sabigat Rakhmetov graduated with honours from the Kazakhstan Institute of Management, Economics and Forecasting (KIMEP) with a degree in finance.

His experience spans over 13 years in finance and investments, M&A, financial and economic analysis, transaction structuring and portfolio management, including international portfolio investment management.

He began his career at PricewaterhouseCoopers Tax & Advisory LLP (PWC) in 2011. He worked at Samruk-Kazyna for over six years, rising to the position of Director of the Investment and Business Support Department.

From 2022 until now, he has served as Director of the Investment and Strategy Group at KazMunayGaz International N.V., Bucharest, Romania.

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 Officer

Dauren Shaikhin holds a master's degree from the Kazakhstan-British Technical University (2016) and an MBA from the Booth School of Business at the University of Chicago.

He has 15 years of experience in a number of different areas within the financial markets, corporate finance, risk management, operations and procurement. He has successfully developed and implemented corporate strategies, improved companies' financial portfolios and optimized operational processes, contributing to profit growth.

Dauren Shaikhin began his career in 2008 as a leading broker in Kazakhstan's securities market at Eurasian Capital JSC. In 2018, he was Deputy Chief Financial Officer at Kcell JSC. Since 2023, he has been Deputy Chairman of the Management Board at RTsKS JSC (Astana, Kazakhstan).

Chairman of the Management Board, Chief Executive Officer

Askar Zhambakin was elected Chief Executive Officer, Chairman of the Management Board of Kcell JSC, effective on July 15, 2024.

Askar Zhambakin has a degree in Multichannel Telecommunication Systems from the Almaty Institute of Energy and Communications, a Master's degree in Management and Information Systems from the University of Manchester, and a Diploma in Organizational Leadership from Saïd Business School.

He started his career as a communications technician at Air Kazakhstan, has worked as an engineer at Mobile Telecom-Service LLP (Tele2/Altel) for several years, worked at HSBC Bank Kazakhstan, where he was engaged in strategy, business process transformation. He was involved in similar tasks at Beintech LLP, a subsidiary of BI Group. He worked at the Development Bank of Kazakhstan, where he held various managerial positions, including Deputy Director of the Payment Systems Management and Development Department of the National Bank of Kazakhstan. In his previous role as Vice Minister of Digital Development, Innovation and Aerospace, he was involved in a number of key initiatives, including the digital transformation of public administration, business process re-engineering and data management.

Member of the Board of Directors of Kcell JSC and representative of a major shareholder Kazakhtelecom JSC.

Elected to the Board of Directors of Kcell JSC on 26 September 2024 at the Extraordinary General Meeting of Shareholders.

Alibek Indykbayev has two degrees in finance and telecommunications and boasts over 19 years of professional experience.

He launched his career in 2005 in information technology, subsequently occupying senior roles at organizations such as KazTransCom JSC and acting as an IT advisor to the Chairman of the Management Board at Altyn Bank JSC.

He currently serves on the Management Board of Kazakhtelecom JSC as Director General of the Corporate Business Division.

He holds a degree in Finance from Turan University (2008) and a degree in Radio Engineering, Electronics and Telecommunications from the Kazakh Academy of Transport and Communications named after M. Tynyshpayev (2018).

Member of the Board of Directors of Kcell JSC and representative of major shareholder Kazakhtelecom JSC.

Elected to the Board of Directors of Kcell JSC at the Extraordinary General Meeting of Shareholders on 26 September 2024.

Yerzhan Meiramov launched his career in 2004 at the Ministry of Finance of the Republic of Kazakhstan, subsequently holding senior positions at the Development Bank of Kazakhstan, Astana EXPO 2017 National Company JSC, Qazkom, Fincraft Investment House JSC and Kcell JSC.

In 2021, Yerzhan Meiramov was appointed Chairman of the Telecommunications Committee under the Ministry of Digital Development and Aerospace Industry of the Republic of Kazakhstan.

He graduated from King's College London with a degree in Public Administration.

Yerzhan Meiramov was awarded the State Medal 'Yeren Enbegi Ushin' on 14 October 2022.

Member of the Board of Directors since 27 May 2025.

Independent Director

Sergey Valeryevich is an independent director of Kcell and was elected on 27 May 2025 at the Annual General Meeting of Shareholders for a term of three years.

Mr. Yeltsov has extensive experience in legal matters and corporate governance. Since 2008, he has held senior positions at a number of leading Kazakhstani companies, including JSC Investment Fund of Kazakhstan, Kazkommertsbank JSC, BTA Bank JSC and Kazakhtelecom JSC.

From November 2017 to 2022, he was an independent member of the Board of Directors of Kazakhaltyn JSC.

Sergey Valeryevich graduated from the Kazakh Institute of Law and International Relations with a degree in “international law” and also received an education in economics from the Almaty Academy of Economics and Statistics. In 2007, he completed the MBA Executive Education programme “Company Management: Latest Technologies”.

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

Elected to the Board of Directors of Kcell JSC on 14 November 2025 at an Extraordinary General Meeting of Shareholders.

Askar Kairov has more than 22 years of experience in economics, finance, and communications.

He graduated from L.N. Gumilyov Eurasian National University with a degree in Economics and Management, holds a Master’s degree in Corporate Management from the International Academy of Business, and completed the Business and Finance certificate programme at Cambridge Regional College (United Kingdom, 2016).

He has held senior leadership roles at Transtelecom JSC, KTZh – Freight Transportation LLP, and Samruk-Kazyna JSC. In September 2025, he was appointed Chief Executive Officer of the Corporate Business Division at Kazakhtelecom JSC.

Member of the Board of Directors since 27 May 2025.

Independent Director

Mr. Otemurat was elected as an independent director of Kcell on 27 May 2025 at the Annual General Meeting of Shareholders for a term of 3 years.

Mr. Otemurat began his career as an audit employee at Ernst & Young Kazakhstan in 2003. Since 2008, he has held senior positions at the Kazyna Sustainable Development Fund, the Samruk-Kazyna National Welfare Fund, the Development Bank of Kazakhstan, BTA Bank and others. He has headed the National Investment Corporation of the National Bank of the Republic of Kazakhstan.

Mr. Ote Murat graduated with honours from KIMEP in Business Administration and Accounting (Finance). In 2013, he received a master's degree from the Sloan program at London Business School.

Member of the Board of Directors since 27 May 2025.

Independent Director

Mirzhan Eldesovich is an independent director of Kcell and was elected on 27 May 2025 at the Annual General Meeting of Shareholders for a term of three years.

Mr. Karakulov has held various management positions at the National Bank of Kazakhstan, Halyk Bank of Kazakhstan JSC, and was Deputy Chairman of the Board at Development Bank of Kazakhstan JSC in charge of risk management. He also worked at Samruk-Kazyna JSC. Deputy Director of the Risk Management Department.

He is currently a consultant to the independent assessment division of the Asian Infrastructure Investment Bank.

Mr. Karakulov is a graduate of the Kazakhstan Institute of Management, Economics and Forecasting (KIMEP), a scholarship holder of the Bolashak International Presidential Program, and graduated with honours from Vanderbilt University (USA) with a master's degree in economics. In 2022, he received a master's degree in public administration from the John F. Kennedy School of Government at Harvard University (Harvard Kennedy School).

Member of the Board of Directors since 27 May 2025.

Chairman of the Board of Directors Artur Viktorovich is the Chairman of the Board of Directors and an independent director of Kcell. He was elected on 27 May 2025 at the Annual General Meeting of Shareholders for a term of three years.

Mr. Neupokoyev began his career in the telecommunications industry in 1994 as an engineer in the production laboratory of the International Long-Distance Telephone Station in Almaty. He has over 20 years of management experience at Kazakhtelecom JSC, where he was involved in the development of corporate sales.

Since July 2023, he has been a member of the Board of Directors of Kazakhtelecom JSC as an independent director.

Artur Viktorovich graduated from the Kazakh Polytechnic Institute with a degree in Physical and Chemical Research of Metallurgical Processes. In 2017, he was awarded the industry honorary award of the Republic of Kazakhstan — “Uzdik Bailanysshy” (‘Best Communications Specialist’).

Member of the Management Board, Chief Technical Officer

Kerey Zhumabekuly Zatilda is a graduate of the Almaty University of Power Engineering and Communication. He specialized in Multichannel Telecommunication Systems and Economics and Management for Telecommunication Enterprises, earning qualifications as a Telecommunication Engineer and Engineer-Economist.

He began his career at Kcell JSC in 2004 and steadily advanced from engineer to head of regional technical departments over the course of 17 years. With extensive experience in telecommunications networks, including 2G, 3G, 4G, and WiMAX technologies, he has worked across various regions of Kazakhstan. His expertise spans radio network planning, managing contractor organizations, and leading technical teams.

From 2021 to 2023, he served as the Deputy Chairman of the Board and Technical Director at Kazteleradio JSC. In this capacity, he led the development of television and radio broadcasting networks, the adoption of innovative technologies, and managed the execution of government projects.

In June 2023, Kerey Zatilda was appointed Deputy Director General of RGP State Radio Frequency Service. In this role, he was responsible for monitoring the radio frequency spectrum, swiftly identifying violations involving radio-electronic equipment, and providing detailed analyses of communication quality.

Kerey Zatilda’s career spans 20 years, with more than 15 of those years spent in managerial roles. Throughout his career, he has made a significant impact on the implementation of complex technical projects and the modernization of the national telecommunications infrastructure.

In recognition of his contributions to the telecommunications industry, he was awarded the title of 'Honored Telecommunications Professional of the Republic of Kazakhstan.'

He is fluent in Kazakh, Russian, and English.

Member of the Management Board, Chief Commercial Officer

Kazbek Shaimov is a seasoned expert in the commercial sector with over 27 years of experience, including 23 years in leadership roles. His career spans multiple industries: 10 years in FMCG and retail, 14 years in telecommunications, and 3 years in consulting, specializing in crisis management.

Kazbek Shaimov is a graduate of S. Toraigyrov Pavlodar State University. He started his career at Kcell in 2008 as Manager of Retail Sales, overseeing the company's branches in Semey, Aktobe, and Astana. With a proven track record, he has successfully introduced new products in both retail and business segments, streamlined sales processes, and significantly improved customer service across both remote and in-store channels.

Member of the Board of Directors of Kcell JSC, representative of major shareholder KC Holding Ltd.

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. 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, Independent Director

Mr. Zhamalov has been a member of the Board of Directors of Kcell JSC since 29 November 2023.

Mr. Zhamalov is an expert in the financial sector, having held senior roles at Kazkommerts Securities JSC, ING Bank N.V. in the London office and the National Bank of the Republic of Kazakhstan. He also represented ING Bank N.V. in Kazakhstan, where he was appointed Head of the Presidency for Kazakhstan and Central Asia.

Currently, he is appointed as the CEO of Mastercard in Kazakhstan and Central Asia, as well as the Chairman of the Board of Directors, Independent Director of Bolashaq Investments; member of the Board of Directors, Independent Director of the Republican Physics and Mathematics School; member of the Board of Directors, Independent Director of Otbasy Bank JSC; member of the Board of Directors, Independent Director of Jusan Invest JSC.

He joined the telecommunications sector in 2014 as the Chief Manager of the Department of Project Finance of Kazakhtelecom JSC, and was also a member of the Board of Directors of National Company KazSatNet JSC and National Information Technologies JSC, an operator of information and communication infrastructure of the ‘e-government’.

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

Independent Director

Mr Abdualiyev has been a member of the Board of Directors of Kcell JSC since 28 May 2024.

Mr. Abdualiyev has a proven track record of success in international business, having held senior roles at leading companies such as TASKRABBIT, INC. as Head of Strategy and Development, MCKINSEY & COMPANY as Senior Consultant, and Almaty Development Centre JSC as Deputy Chairman of the Management Board.

He is the founder and CEO of Silkroad Innovation Hub, based in Silicon Valley (Palo Alto, USA).

Mr Abdualiyev holds a Master of Public Administration from Harvard Kennedy School and a Master of Science in Business Administration and Management from Stanford University Graduate School of Business. Mr Abdualiyev is also an independent director of Kazakhtelecom JSC and a member of the boards of trustees of American University of Central Asia and Best for Kids PF.

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.