TCell is wholly owned by Central Asia Telecommunications Development B.V. (“CATD BV”), a holding company incorporated in the Netherlands. In turn, CATD BV’s is a joint venture between TeliaSonera, a 60% shareholder, and the Aga Khan Foundation for Economic Development (“AKFED”), which owns the remaining 40%.

Formed in 2002 from the merger of two Swedish and Finnish telecommunications companies, TeliaSonera is a leading international telecom operator with operations in 20 countries across Northern and Eastern Europe, Spain and Eurasia. TeliaSonera is headquartered in Sweden and its shares are publicly traded on both the Stockholm and Helsinki Stock Exchanges. As of January 12, 2014, TeliaSonera had a market capitalization of US$32.54 billion.

AKFED, TCell’s second shareholder, was created in 1984 to bring all the investments of the Aga Khan Development Network under one umbrella. It is an international agency dedicated to promoting private initiative and building economically sound enterprises in the developing world. AKFED is active in 16 countries in the developing world across a broad range of sectors including financial services, industry, tourism, infrastructure, media and technology. Its portfolio of over 150 separate investee companies employs over 30,000 people with annual revenues in excess of US$1.5 billion.

TCell requires between US$100 – 102 million in financing over the next 3 years, most of which shall be used to (i) finance capital expenditures on its telecommunications infrastructure (ii) the refinancing of a shareholder loan and (iii) to free up capital for dividends.

The project shall primarily be funded by internal cash generation with IFC’s US$ 30 million loan financing the balance.

32.0 million (USD)

Product Line	IFC Investment (million USD)
Risk Management	2.0
Guarantee
Loan	30.0
Equity

* These investment figures are indicative

TCell is headquartered in Dushanbe, Tajiksitan with operations across the entire country.

- Extend and improve the quality of telecommunications services: TCell plans to invest heavily in its network by upgrading and expanding coverage. This is expected to improve service for its subscribers and result in access in areas of the country that were not covered in the past. TCell''s investment program will also compel other operators to invest in their networks, leading to improvements across the industry as a whole and benefiting the general population.
- Direct and indirect employment: Due to the limited employment opportunities domestically, nearly half of Tajikistan''s labor force works abroad. This project is expected to generate employment opportunities in the local market at both a Company level and across the supply chain.
- Support delivery of Social Services: In 2002 TCell launched 3G services under its Indigo Tajikistan brand, making the country one of the first in the former Soviet Union to have a 3G network. Due to the lack of fixed line, broadband infrastructure, the country''s 3G network is relied on for the transmission of data and mobile internet access. As applications such as mobile banking and eGovernment services come on line, TCell''s extensive network will allow these services to reach a larger share of the population.
- Demonstration Effect: IFC has taken a leading role in in the telecom sector as a pioneer investor in post-conflict and IDA countries, such as Afghanistan, Sierra Leone, West Bank and Haiti. IFC''s participation in this project would send a positive signal to other investors about Tajikistan''s investment potential despite perceptions about a challenging business environment and country risk. Although it grew significantly in the years that followed the 1992-1997 civil war, foreign direct investment remains limited.

- Sustainable, long-term financing: Due to the lack of financing options, Teliasonera has been forced to provide the majority of financing for the Company through shareholder loans. An IFC loan would provide the Company with long term financing, which is unavailable in the local market, and would lead to a more appropriate capital structure.
- After IFC recently closed a similar transaction with Roshan in Afghanistan where both AKFED and TeliaSonera are shareholders, they believe that IFC''s ability to replicate many aspects of that transaction in a short period of time has value to them.

The key environmental and social issues associated with this project are in the construction of towers and laying of cable; labor and working conditions (including employee and contractor occupational health and safety); and pollution prevention and abatement. Details are contained in the Environmental and Social Review Summary for this project. Environmental and social risks and impacts in this project are expected to be limited, so the project is classified as Category B according to IFC''s environmental and social review procedure.

Please refer to the related Environmental and Social Review Summary (ESRS) document for this project.

Please refer to the Environmental and Social Action Plan (ESAP) tab in the related Environmental and Social Review Summary (ESRS) document for this project.