Notice of Extraordinary General Meeting and Publication of Circular

24.02.2021

Kcell JSC

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

Notice of ExtraordinaryGeneral Meeting and Publication of Circular

Almaty, 25 February 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, notifies that, further to the announcement made by the Company on 24 February 2021, it has today published a Notice of the Extraordinary General Meeting of shareholders (“EGM“) and a circular (“Circular“) outlining the details of the proposed cancellation of the listing of the Company’s Global Depositary Receipts (“GDRs“) on the London Stock Exchange and the Astana International Exchange (“AIX“) and the termination of its GDR programme (“Proposals“).

Extraordinary General Meeting

The EGM will be held on 9 April 2021 at 15:00 (Almaty time) at the following address: 2G, Timiryazev street, Almaty 050013, Republic of Kazakhstan. Registration of participants of the EGM will start at 14:00 (Almaty time).

The EGM will be held in person. In the event that the EGM does not take place on the above date, it will be rescheduled for 13 April 2021 at 15:00 (Almaty time) to be held at the same address, 2G, Timiryazev street, Almaty 050013, Republic of Kazakhstan.

Shareholders registered by the Central Securities Depositary as shareholders in the register of holders of shares as of 2 March 2021 (00:00 Almaty time) are entitled to attend and vote at the EGM.

To register, participants will need to provide their identity documents and trustees and attorneys are required to present a power of attorney to participate in the meeting with the right to vote.

Proposed agenda of the EGM:

  1. On approval of the termination of the GDR programme, the delisting of securities and the termination of the Deposit Agreement.

Circular and materials on the agenda

The Company has today published the Circular, which contains further details of the Proposals.

The Circular can be found at the Company’s website at the following link: https://investors.kcell.kz/en.The contents of such website are not incorporated into, and do not form part of, this announcement.

The Company’s shareholders can also access the materials relating to the above EGM by sending a request with documents certifying the shareholder’s status attached to the following e-mail: materialsgm@kcell.kz or at the Company’s executive office of the Management Board at the following address: Republic of Kazakhstan, 050051, Almaty, Samal-2, 100. The materials of the EGM will be available for shareholders to review not later than 10 days before the meeting. Shareholders can request to have materials to be sent to them within three working days of the receipt of such a request. Charges for copies of the documents and document delivery are at the expense of shareholders.

Enquiries:

Kcell 
Investor RelationsIrina 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 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 populated territory of Kazakhstan.

In December 2012, Kcell successfully completed its offering of GDR’s on the London Stock Exchange and common shares on KASE. The price was set at USD 10.50 per GDR and KZT 1,578.68 per share with each GDR representing one share.  The offering consisted of 50 million shares, which represent 25 percent of Kcell’s share capital.

On 21 December 2018, Kazakhtelecom JSC acquired the 75 percent stake in Kcell held by Telia Company and Fintur Holdings B.V.

Kcell plans to continue investing in the deployment of its 3G/4G network to expand coverage and to introduce high quality services. Kcell aims to provide high quality services at competitive prices, expand its offering of products and services, while maintaining the high quality of its network and enhancing its brand value.

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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.