Announcement regarding the termination of the Company’s Global Depositary Receipts programme and the termination of the associated Deposit Agreement

14.04.2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

Almaty, 14 April 2021 – Kcell Joint Stock Company (“Kcell” or the “Company“) (LSE, KASE: KCEL; AIX: KCEL, KCEL.Y), the leading provider of mobile telecommunications services in Kazakhstan, announces that it has on 13 April 2021:

  • (i) entered into a deed of variation changing the notice period for the termination of the deposit agreement between Deutsche Bank Trust Company Americas (acting as depositary of the Global Depositary Receipts (“GDR“) (“Depositary“) and the Company dated 23 October 2012, as previously amended (“Deposit Agreement“) from 90 days’ to 60 days’ notice; and
  • (ii) given notice to the Depositary of the termination of the Deposit Agreement. The notice is due to expire on 12 June 2021.

The Company notes that the Depositary was obliged to, under the terms of the Deposit Agreement (as varied), also on 13 April 2021, give notice to the Company’s GDR holders that the Deposit Agreement and the GDR programme would terminate on 12 June 2021 (“Termination Date“).

The Company understands that the notice given by the Depositary to the GDR holders would indicate that, during the period prior to the Termination Date, GDR holders may opt for cancellation of their GDRs and receipt of the underlying ordinary shares in the Company, as provided for in the Deposit Agreement. The GDR holders may also instruct the Depositary to sell the underlying ordinary shares before the Termination Date.

The ordinary shares of the Company will continue to be listed on the Kazakhstan Stock Exchange (“KASE“) and on the Astana International Exchange (“AIX“) following the termination of the Deposit Agreement and the GDR programme.

If any GDRs remain outstanding after the Termination Date, as would be indicated in the notice by the Depositary, they will automatically convert into ordinary shares in the Company. The Depositary will sell such ordinary shares and distribute the net proceeds of such sale to those relevant former GDR holders who have not chosen to receive the ordinary shares underlying their GDRs prior to the Termination Date.

GDR holders are also reminded of the Put Option Right as announced by the Company on 12 April 2021 (announcement). In accordance with the Put Option Right, the Company’s shareholders and holders of its GDRs have 30 calendar days from 9 April 2021 to exercise their right to require the Company to purchase their ordinary shares in the capital of the Company, provided that the Company’s aggregate expenses for such repurchase do not exceed 10% of its equity capital.

As a gesture of goodwill, the Company has agreed to reimburse to those GDR holders, who choose to convert their GDRs into ordinary shares in the Company before the Termination Date, the cost of the Depositary’s commission for such conversion.

Detailed guidelines in respect of the procedure for the conversion of GDRs and/or the sale of underlying ordinary shares as well as details of a local accredited broker in Kazakhstan are set out in the following web page (procedure). Such local accredited broker or any other broker in Kazakhstan may be approached by the GDR holders to assist with the holding and trading of the underlying ordinary shares on KASE.

The Company also notes that, due to the agreed change in the period of the notice given to the Depositary for the termination of the Deposit Agreement from 90 to 60 calendar days, the dates of the remaining events in the indicative timetable included in Part II of the Company’s Circular dated 25 February 2021 (circular) will now be as follows:

Depositary Programme Termination12 June 2021
Last day of dealings in the GDRs on the LSE and the AIX 14 June 2021
Cancellation of the admission of the GDRs to the Official List and to trading on the LSE and on the AIX 14 June 2021

Notes:

  • The dates are based on the Company’s current expectations and may be subject to change.
  • Any changes to the timetable set out above will be announced via a Regulatory Information

Any other references to the dates of such events in the Circular are deemed to be amended accordingly.

Any questions for the Depositary in relation to the exercise of GDR holders’ rights should be directed to Deutsche Bank Trust Company Americas, 60 Wall Street, New York, NY 10005, United States of America, telephone: +1 212-250-9100 and email: adr@db.com.

Enquiries:

Kcell 
Investor Relations 
Irina SholTel: +7 727 2582755 ext. 1002Investor_relations@kcell.kz
  
International Media 
Instinctif PartnersTel: +44 207 457 2020
Kay Larsen, Galyna Kulachek 

Company Overview

Kcell provides mobile voice telecommunications services, messaging services, value-added services (VAS) such as multimedia and mobile content services, as well as data transmission services including internet access. It has two brands: the Kcell brand, which is targeted primarily at corporate subscribers (including government subscribers), and the Activ brand, which is targeted primarily at mass-market subscribers. The Company offers its services through its extensive, high quality network, which covers substantially all of the territory of Kazakhstan.

The Company intends to continue to invest in the deployment of its 3G/4G network to expand coverage and to introduce high quality services. Kcell aims to maintain high standards of service in the market by offering its products and services at competitive prices, expanding its offering of products and services, maintaining the quality of its network and enhancing its brand value.

Forward-looking statements

This document includes statements that are, or may be deemed to be, ‘‘forward-looking statements’’. These forward- looking statements can be identified by the use of forward-looking terminology including, but not limited to, the terms ‘‘believes’’, ‘‘estimates’’, ‘‘anticipates’’, ‘‘expects’’, ‘‘intends’’, ‘‘may’’, ‘‘target’’, ‘‘will’’, or ‘‘should’’ or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They include, but are not limited to, statements regarding the Company’s intentions, beliefs and statements of current expectations concerning, amongst other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, potential acquisitions, strategies and as to the industries in which the Company operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances that may or may not occur. Forward-looking statements are not guarantees of future performance and the actual results of the Company’s operations, financial condition and liquidity and the development of the country and the industries in which the Company operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. The Company does not intend, and does not assume any obligation, to update or revise any forward-looking statements or industry information set out in this document, whether as a result of new information, future events or otherwise. The Company does not make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved.

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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.

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.