/KASE, May 20, 2022/ – Kcell JSC (Almaty), whose securities are officially
listed on Kazakhstan Stock Exchange (KASE), has provided KASE with the
following communique:
quote
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:
1. On determination of the composition and term of office of the Kcell JSC
Counting Commission and election of its members;
2. The approval of Kcell JSC Annual Financial Statements for 2021;
3. 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;
4. The election of a new Board of Directors of Kcell JSC;
5. The approval of amendments to the Regulations on the Board of Directors of
Kcell JSC;
6. 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;
7. 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:
1.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.
2.To approve the Kcell JSC IFRS Separate and Consolidated Financial
Statements for the year ended 31 December 2021.
3.3 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.
4.4.1. On early termination of powers of members of the Board of Directors of
Kcell JSC:
1) Aleksey Buyanov (independent director);
2) Dinara Inkarbekova (independent director);
3) Kuanyshbek Esekeyev (representative of shareholder Kazakhtelecom JSC);
4) Timur Khudaiberdiev (representative of shareholder Kazakhtelecom JSC);
5) Serik Saudabayev (representative of shareholder Kazakhtelecom JSC);
6) Jere Calmes (independent director);
7) Timur Turlov (representative of shareholder Freedom Finance JSC);
8) 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:
1) Aleksey Buyanov (independent director);
2) Jere Calmes (independent director);
3) Pietari Kivikko (independent director);
4) Yermek Ramazanov (independent director);
5) Alexander Lezgovko (representative of shareholder Kazakhtelecom JSC);
6) Aliya Kishkimbayeva (representative of shareholder Kazakhtelecom JSC);
7) 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.
5. To approve amendments to the Regulations on the Board of Directors of Kcell
JSC.
6. 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.
7. To take note of the information on absence of requests from shareholders
regarding the performance of Kcell JSC and its executives in 2021.
unquote
The full version of the press release is posted on KASE website –
https://kase.kz/files/emitters/KCEL/kcel_relizs_200522.pdf
[2022-05-20]