Methodology of share price calculation in case of buy-back by Kcell JSC


 

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-Иdated May 13, 2003,with amendments (the Law, and other statutory and regulatory enactments of the Republic of Kazakhstan and the Charter of Kcell JSC (the Company). 

1.2 The terms used in this document have the following meanings:

Board of Directors means the Board of Directors of the Company;

Chief Executive Officer means the Chief Executive Officer of the Company;

IFRS means International Financial Reporting Standards;

Shares meanplaced ordinary(voting) shares of the Company, not publicly traded in the organized market;

Shareholder means the owner of any Shares.

1.3 The provisions of this document shall be applied for share price calculation in case of buy-back by the Company: (a) on the initiative of the Company for subsequent resale of such Shares by the Company or for other purposes not contradicting 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.

1.4 Redemption of Shares by the Company on the initiative of the Company shall bebased on the relevant decision of the Board of Directors.

1.5 Redemption of Shares by the Company at the Shareholder’s request shall occur in the cases expressly provided for by the Law,on the basis of a written application of the Shareholder to the Chief Executive Officer, which contains the following: (a) an explicit requirement for the Company to repurchase the Shares; (b) justification of such requirement; (c) the number and type of Shares owned by the Shareholder and redeemable by the Company, and (d) the address and contact numbers of the Shareholder. 

1.6 The rules and restrictions applicable to the procedure for redemption of Shares by the Company are determined in accordance with the Law.

 

2. Ways of buy-back

2.1 Buy-back of Shares on the initiative of the Company

Buy-back 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 Buy-back of Shares at the Shareholder’s request

Buy-back of Shares by the Company at the Shareholder’s request shall beat the book value of the Shares.

The book value of each Share is calculated using the following formula:

BV = (E – L)/ N, where

BV- the book value of each Share;

E- the book value of the Company's share capital at the beginning of the quarter when the calculation is made;

L- the foreseeable losses of the Company for the entire quarter when the calculation is made;

N- the total number of all placed ordinary(voting) shares as of the date of calculation, except for the Shares already redeemed by the Company.