Conflict of Interest Management

The principles and procedures for managing conflicts of interest at Kcell JSC are defined in the Conflict of Interest Policy, approved by the Company’s Board of Directors on 5 August 2022.

The Company takes all necessary measures to prevent conflicts of interest and to identify circumstances that may give rise to such situations. The Corporate Secretary and the Head of the Compliance Service are authorised to request information and clarifications from members of the Board of Directors, the Management Board, and employees in connection with violations of shareholder rights or situations that could lead to a conflict of interest.

If a conflict of interest cannot be resolved at the department level, the head of the relevant structural unit must, within one business day, notify the Chair of the Management Board and the Head of the Compliance Service, providing details of the conflict, its causes, and any measures taken or proposed to address it.

The head of the relevant department, in coordination with the responsible employee from the Human Resources Department, determines the procedure for resolving conflicts of interest involving Company employees.

If necessary, the Chair of the Management Board may establish a working group to resolve a conflict of interest. This group may include representatives from the Compliance Service, Human Resources, Legal Department, the relevant business unit, and other appropriate stakeholders. Its composition is carefully selected to ensure impartiality and to avoid any secondary conflicts that could influence its decisions.

The Conflict of Interest Policy outlines several ways to manage and resolve conflicts of interest, including:

• Recusing the employee from any decisions that may be affected by the conflict;
• Restricting the employee’s access to sensitive or relevant information;
• Transferring the employee to a different role (with their consent) that eliminates the conflict, in line with national labour laws;
• Revising the employee’s duties or job responsibilities;
• Terminating the employee’s role, if required, under applicable law;
• Removing the source of the conflict (e.g., personal interest);
• Taking other appropriate steps to prevent or resolve the conflict.

In 2024, 649 employees completed the conflict of interest declaration form, and 37 employees disclosed potential conflicts. All cases were reviewed and addressed accordingly.