Kcell JSC announces results of 2022 Annual General Meeting of Shareholders

Almaty, 20 May 2022 - Kcell Joint Stock Company (“Kcell” or the “Company”) (KASE: KCEL), one of the leading provider of mobile telecommunications services in Kazakhstan, announces the results of its Annual General Meeting of Shareholders (“AGM”), held on 19 May 2022.

The Agenda of AGM was as following:

On determination of the composition and term of office of the Kcell JSC Counting Commission and election of its members;
The approval of Kcell JSC Annual Financial Statements for 2021;
The approval of the distribution of Kcell JSC net income for the financial year, the decision on the dividend payment on ordinary share and the size of the dividend payout per one ordinary share;
The election of a new Board of Directors of Kcell JSC;
The approval of amendments to the Regulations on the Board of Directors of Kcell JSC;
On approval of amendments to Regulation on the amount and conditions for payment of remuneration and reimbursement of expenses to independent members of the Board of Directors of Kcell JSC for performance of their duties;
On shareholder requests regarding the performance of Kcell JSC and its executives and results of their consideration.

The AGM by simple majority of votes adopted the following decisions:

To elect the following employees of Kcell JSC to the Counting Commission of Kcell JSC with the term of office until 1 June 2023:

Irina Martinez – Chairman of the Counting Commission;
Diana Bratenkova;
Yelena Logdanidi.

To approve the Kcell JSC IFRS Separate and Consolidated Financial Statements for the year ended 31 December 2021.

1. The net income of Kcell JSC for 2021 shall not be distributed and no dividend shall be paid on ordinary shares.

3.2. To instruct the Board of Directors of Kcell JSC to, by 15 September 2022, submit a proposal on distribution of retained earnings for previous periods, taking into account the Company's performance results for H1 2022.

1. On early termination of powers of members of the Board of Directors of Kcell JSC:

Aleksey Buyanov (independent director);
Dinara Inkarbekova (independent director);
Kuanyshbek Esekeyev (representative of shareholder Kazakhtelecom JSC);
Timur Khudaiberdiev (representative of shareholder Kazakhtelecom JSC);
Serik Saudabayev (representative of shareholder Kazakhtelecom JSC);
Jere Calmes (independent director);
Timur Turlov (representative of shareholder Freedom Finance JSC);
Ermek Ramazanov (independent director).

4.2. The size of the Board of Directors of Kcell JSC to be comprised of 7 (seven) members:

4.3. To elect the Board of Directors of Kcell JSC including:

Aleksey Buyanov (independent director);
Jere Calmes (independent director);
Pietari Kivikko (independent director);
Yermek Ramazanov (independent director);
Alexander Lezgovko (representative of shareholder Kazakhtelecom JSC);
Aliya Kishkimbayeva (representative of shareholder Kazakhtelecom JSC);
Timur Turlov (representative of shareholder Freedom Finance JSC).

4.4. The term of office of the Board of Directors of Kcell JSC shall be 3 (three) years.

4.5. To determine the amount of annual fixed remuneration and annual additional remuneration for the independent directors of Kcell JSC, in accordance with the resolution of the AGM of Kcell JSC dated 29 May 2019 (Minutes #13).

4.6. To determine the conditions for payment of remuneration and reimbursement of the independent directors of Kcell JSC in accordance with the Regulation on the amount and conditions for payment of remuneration and reimbursement of expenses to independent members of the Board of Directors of Kcell JSC for performance of their duties approved by the AGM of Kcell JSC on 29 May 2019.

4.7. The Chairman of the Board of Directors of Kcell JSC (after being elected in accordance with clause 47 of the Kcell JSC Charter) shall take the necessary measures in accordance with the established procedure to implement this resolution.

To approve amendments to the Regulations on the Board of Directors of Kcell JSC.

To approve amendments to the amendments to Regulation on the amount and conditions for payment of remuneration and reimbursement of expenses to independent members of the Board of Directors of Kcell JSC for performance of their duties.

To take note of the information on absence of requests from shareholders regarding the performance of Kcell JSC and its executives in 2021.

Enquiries:

Kcell
Investor Relations
Irina Shol	Tel: +7 701 211 1202 Investor_relations@kcell.kz

Company Overview

Kcell is a national provider of the digital telecommunications services: mobile and fixed-mobile convergence (FMC) services, data transmission and Internet access, financial services, digital services and mobile applications, IT solutions in the field of system integration, the Internet of things, machine-to-machine connectivity, collection and processing of big data and cloud computing. Kcell is also a leading mobile operator in Kazakhstan providing the ‘smartphone+tariff’ service.

Kcell has become the largest digital ecosystem in Kazakhstan with a competitive advantage through its value-added services such as mobile financial services, mobile TV, online movies, music, books and magazines, as well as unique solutions for business customers. The company holds leading positions in the B2B market thanks to its strategy of vertical infrastructure solutions and development and implementation of the cutting-edge technologies. The company’s 4G/LTE network covers 67.5% of the country’s population and provides high quality services.

The company operates under its two brands - Kcell and activ that are widely recognized in our highly competitive telecom market due to the high quality of customer service. Thanks to its clear multi-brand architecture, Kcell increases its business efficiency in the B2C segment through optimal pricing for bundled offerings, customer base profitability management and network quality.