Shareholder Rights

The rights of shareholders are fully defined in the Charter of Kcell JSC, as approved by the General Meeting of Shareholders on 29 May 2019, in accordance with the legislation of the Republic of Kazakhstan. A shareholder is entitled to:

1. Participate in the management of the Company as prescribed by applicable law and the Charter;
2. If holding, individually or jointly with other shareholders, 5 % or more of the voting shares – propose additional items for inclusion in the agenda of the General Meeting of Shareholders;
3. Receive dividends;
4. Access information about the Company’s operations, including its financial statements, in the manner established by the General Meeting or the Charter;
5. Obtain statements from the central depository or nominee holder confirming ownership of securities;
6. Propose candidates for election to the Board of Directors;
7. Challenge decisions of the Company’s governing bodies in court;
8. If holding, individually or jointly with others, 5 % or more of the voting shares – file claims in court, in the cases provided by law, for compensation of losses caused to the Company by its officers, and for recovery of any profit (income) received by them and/or their affiliates from decisions on major transactions or related-party transactions;
9. Submit written inquiries to the Company and receive reasoned responses within thirty (30) calendar days from the date of submission;
10. Receive a portion of the Company’s assets upon liquidation;
11. Exercise preemptive rights to purchase shares or other securities convertible into shares, as prescribed by law, unless otherwise provided by legislation;
12. Participate in decisions of the General Meeting regarding changes to the number or type of the Company’s shares, in accordance with the law;
13. Exercise any other rights granted under the Law of the Republic of Kazakhstan “On Joint Stock Companies” and the Charter.

A shareholder holding 10 % or more of the Company’s voting shares – whether individually or jointly with others under a shareholders’ agreement – is entitled to:

1. Request an Extraordinary General Meeting of Shareholders or file a claim in court if the Board of Directors refuses to convene one;
2. Request a meeting of the Board of Directors;
3. Request that the Company be audited by an external auditor, at the shareholder’s own expense.

Shareholders holding, individually or collectively, 5 % or more of the Company’s voting shares may request information on the annual remuneration of individual members of the Board of Directors and/or executive management, subject to both of the following conditions:

• A court has determined that the board or executive member deliberately misled shareholders to secure personal gain for themselves or their affiliates;
• It is proven that such misconduct or negligence directly resulted in financial losses for the Company.