38KC.L Regulatory News (38KC)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM.

27 September 2022

JOINT STOCK COMPANY "NATIONAL COMPANY "KAZAKHSTAN TEMIR ZHOLY" ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION IN RESPECT OF ITS U.S.$1,100,000,000 6.950% Guaranteed Notes due 2042 (ISIN (REG S): XS0799658637; ISIN (RULE 144A): US48667DAD66; CUSIP (RULE 144A): 48667 DAD6)

Joint Stock Company "National Company "Kazakhstan Temir Zholy" (the "Issuer") today announces its invitation to each holder (the "Holders") (subject to certain offer and distribution restrictions referred to below) of the Issuer's outstanding U.S.$1,100,000,000 6.950% Guaranteed Notes due 2042 (the "Notes") to tender any and all Notes held by it for purchase by the Issuer for cash (the "Tender Offer") and to concurrently consent to amend, by extraordinary resolution of the Holders (the "Extraordinary Resolution"), the terms and conditions of the Notes (the "Conditions") to provide for mandatory early redemption of the Notes (the "Proposal", and together with the Tender Offer, the "Offer").

The Offer is made on the terms and subject to the conditions set forth in the Tender Offer and Consent Solicitation Memorandum dated 27 September 2022 (the "Tender Offer and Consent Solicitation Memorandum"). In order to be valid, the tender of any Notes must be accompanied by a vote to approve the Extraordinary Resolution consenting to the Proposal. The Tender Offer begins on 27 September 2022 and will expire at 10:00 a.m. (London time) on 26 October 2022, unless the Tender Offer is extended or earlier terminated, as described in the Tender Offer and Consent Solicitation Memorandum (the "Expiration Deadline").

The Offer is not conditional upon any minimum principal amount of Notes being tendered or subject to any maximum principal amount of Notes that may be accepted for purchase but the Offer is conditional upon the Extraordinary Resolution being passed at the Meeting (or any adjourned Meeting) (unless the Issuer decides in its sole and absolute discretion to waive such condition), as well as to the other Conditions to the Offer (as defined in and set out in the Tender Offer and Consent Solicitation Memorandum).

Copies of the Tender Offer and Consent Solicitation Memorandum are available from the Tender and Tabulation Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Tender Offer and Consent Solicitation Memorandum.

Consideration in respect of the Tender Offer

The following table sets forth details of the Tender Offer and the Proposal:

For the avoidance of doubt, Holders may be eligible to receive either (i) the Tender Offer Consideration or (ii) the Early Redemption Amount, in each case together with Accrued Interest, but not both. No consent fee is payable in respect of the Proposal.

Indicative Offer Timetable

This is an indicative timetable showing one possible outcome for the timing of the Offer, based on the dates set out in the Tender Offer and Consent Solicitation Memorandum. This timetable is subject to change and dates may be extended or changed by the Issuer, in its discretion, in accordance with the terms and conditions set out in the Tender Offer and Consent Solicitation Memorandum (including the Conditions to the Offer). Accordingly, the actual timetable may differ significantly from the timetable set forth below. In addition, the timetable may also differ if the Meeting is required to be adjourned.

Rationale for the Offer

In line with the Group's financing policy, the Issuer is exploring ways to optimise its liquidity position and the cost of its debt, including through the refinancing of certain of its existing indebtedness (such as the Notes) with lower cost debt. The Shareholder Bonds are expected to have a lower coupon and a shorter tenor than the Notes.

The Offer

Holders of Notes that validly tender their Notes and that concurrently consent to the Proposal at, or prior to, the Expiration Deadline shall, to the extent their Notes are accepted for purchase, receive the Tender Offer Consideration and Accrued Interest (as defined below) on such Notes, as described further below.

In order to be valid, the tender of any Notes must be accompanied by a vote to approve the Extraordinary Resolution consenting to the Proposal. In the case of Notes held through Euroclear or Clearstream, Luxembourg, the tender of any Notes in the Tender Offer will automatically result in such Notes being voted to approve the Extraordinary Resolution consenting to the Proposal. In the case of Notes held through DTC, the tender of any Notes in the Tender Offer is conditional upon the relevant Holder concurrently submitting a Form of Sub-Proxy to the Tender and Tabulation Agent to approve the Extraordinary Resolution consenting to the Proposal

Pursuant to the Proposal, the Issuer is inviting Holders to approve the modifications of the Conditions (as described in the Extraordinary Resolution set out in the Notice of Meeting, which are set out in the Tender Offer and Consent Solicitation Memorandum) to provide that the Issuer shall redeem all, but not some only, of the Notes remaining (if any) on completion of the Tender Offer on or immediately following a date that is expected to be 1 November 2022 at the Early Redemption Amount, which shall be equal to the Tender Offer Consideration, together with Accrued Interest in respect of the Notes (for such purpose assuming that any Accrued Interest would otherwise be paid in full on the next succeeding interest payment date), from (and including) the immediately preceding interest payment date to (but excluding) the Early Redemption Date.

The Issuer will accept tenders of Notes for purchase only in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted.

Holders may consent to, vote against or abstain from the Proposal without tendering Notes. On a poll at a Meeting to vote on the Extraordinary Resolution, each person who is present in person at the Meeting holding a Voting Certificate or is a proxy or a representative shall have one vote in respect of U.S.$1,000 in principal amount of each Note so held or owned or in respect of which (s)he is a proxy or a representative. No consent fee is payable in respect of the Proposal.

New Financing Condition

The Issuer will decide, in its sole discretion, whether to accept for purchase Notes validly tendered in the Tender Offer, subject to the Issuer being satisfied that it has successfully completed (as determined by the Issuer in its sole discretion) the issuance of bonds to its sole shareholder to be listed on the KASE (the "Shareholder Bonds").

Meeting and Announcement of Results

There will be a Meeting of Holders to consider the Proposal on 28 October 2022 at the offices of Dechert LLP, 160 Queen Victoria Street, London, EC4V 4QQ, United Kingdom at 10:00 a.m. (London time).

The quorum required for the Extraordinary Resolution to be considered at the Meeting is one or more persons present in person holding or representing in the aggregate not less than three-quarters in principal amount of such Notes for the time being outstanding.

If within half an hour from the time appointed for the Meeting a quorum is not present the Meeting shall be adjourned for such period, not being less than 14 days nor more than 42 days, as maybe appointed by-the chairman either at or after the Meeting. At least 10 days' notice of the meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at the meeting. At any such adjourned Meeting, the quorum required for the Extraordinary Resolution to be considered at the Meeting is one or more persons so present holding Notes or being proxies or representatives and holding or representing in the aggregate not less than one-quarter in principal amount of the Notes for the time being outstanding.

If the Holders either present or appropriately represented at the Meeting are insufficient to form a quorum for the Extraordinary Resolution, such Extraordinary Resolution (and consequently, the relevant aspects of the Proposal) cannot be formally considered thereat.

On a show of hands, every person who is present in person and is a proxy shall have one vote. Unless a poll is demanded by the chairman of the Meeting, a declaration by the chairman of the Meeting that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of, or against, such Extraordinary Resolution.

On a poll, it shall be taken in such manner and either at once or after such adjournment as the chairman of the Meeting directs. Each person who is present in person at the Meeting holding a Voting Certificate or is a proxy or a representative shall have one vote in respect of U.S.$1,000 in principal amount of each Note so held or owned or in respect of which (s)he is a proxy or a representative. The result of the poll shall be deemed to be the resolution of the Meeting at which it was demanded as at the date it was taken.

To be approved at the Meeting on a poll, the Extraordinary Resolution must be passed at the Meeting by the affirmative vote of such holders present in person or represented by proxy or representative owning in the aggregate not less than two-thirds in principal amount of such Notes owned by the holders who are so present or represented at the meeting. If passed, the Extraordinary Resolution shall be binding on all Holders whether or not present at the Meeting at which it is passed and whether or not voting.

After the Meeting, the Issuer shall announce (i) the aggregate principal amount of Notes validly tendered and the results of the Offer; (ii) whether the Conditions to the Offer have been satisfied or are otherwise expected to be waived; and (iii) the results of the Meeting and, if the Extraordinary Resolution in respect the Notes are passed and (provided the Conditions to the Offer (including the New Financing Condition) have been satisfied (unless waived)) the Supplemental Trust Deed is executed, the Early Redemption Date. If the Meeting is adjourned for lack of quorum or otherwise, the Issuer intends to extend the Offer and postpone the Settlement Date. Holders will not be given withdrawal rights as a result of such postponement, if any, and all tendered Notes will remain blocked until any later Settlement Date or subsequent termination of the Tender Offer (or, in either case, immediately thereafter).

General

The Issuer may, in its sole and absolute discretion, extend, re-open, amend or waive any condition of (including the New Financing Condition), or terminate, the Offer at any time (subject to applicable law and as provided in the Tender Offer and Consent Solicitation Memorandum). Details of any such extension, re-opening, amendment, waiver, termination or withdrawal will be announced as provided in this announcement as soon as reasonably practicable after the relevant decision is made.

Holders are advised to check with any broker, dealer, commercial bank, custodian, trust company or other nominee or intermediary or clearing through which they hold Notes when such intermediary needs to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in the Tender Offer and Consent Solicitation Memorandum. The deadlines set by each Clearing System for the submission and withdrawal of Tender Instructions will also be earlier than the relevant deadlines specified in the Tender Offer and Consent Memorandum.

For further information on the Offer and terms and conditions on which the Offer is made, Holders should refer to the Tender Offer and Consent Solicitation Memorandum. Questions and requests for assistance in connection with the (a) Offer may be directed to the Dealer Manager and Solicitation Agents; and (b) Offer and the delivery of Tender Instructions or Voting Instructions may be directed to the Tender and Tabulation Agent, the contact details for all of which are below.

Unless stated otherwise, the Issuer will make (or cause to be made) announcements regarding the Offer in accordance with applicable law: (i) by delivery of notices to the Clearing Systems for communication to Direct Participants; (ii) by publication on the website of the KASE (at www.kase.kz); and (iii) by publication via RNS, the news distribution service operated by the London Stock Exchange plc. The Issuer may also make (or cause to be made), in its sole and absolute discretion, announcements regarding the Offer on the website of the AIX and on the relevant Reuters International Insider Screen. Copies of all such announcements, press releases and notices can also be obtained from the Tender and Tabulation Agent, the contact details for which are at the bottom of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender and Tabulation Agent for the relevant announcements during the course of the Offer. In addition, holders of Notes may contact the Dealer Managers and Solicitation Agents for information using the contact details which are at the bottom of this announcement. Holders are advised to read carefully the Tender Offer and Consent Solicitation Memorandum for full details of and information on the procedures for participating in the Offer.

This announcement is made by:

Joint Stock Company "National Company "Kazakhstan Temir Zholy"6 Konaeva Street,Esil District, Astana, 010000Republic of Kazakhstan

This announcement contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR") and Article 7 of the Market Abuse Regulation (EU) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 and UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Dair Kusherov, Managing Director for Finance, on behalf of Joint Stock Company "National Company "Kazakhstan Temir Zholy".

Questions and requests for assistance in connection with the Offer may be directed to any Dealer Manager and Solicitation Agent.

Questions and requests for assistance in connection with the delivery of Tender Instructions or Voting Instructions may be directed to the Tender and Tabulation Agent.

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

London E14 5LBUnited Kingdom

Attention: Tender Agent

Telephone: +44 20 7508 3867

Email:  citiexchanges@citi.com

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum. This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Tender Offer and Consent Solicitation Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, legal adviser, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes for purchase pursuant to the Tender Offer. For the avoidance of doubt, none of the Dealer Managers and Solicitation Agents, the Tender and Tabulation Agent, the Trustee or the Issuer makes any recommendation as to whether Holders should participate in the Offer or otherwise provides any legal, business, tax or other advice in connection with the Offer.

This announcement is for informational purposes only. The Offer is being made only pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

None of the Dealer Managers and Solicitation Agents, the Tender and Tabulation Agent or the Trustee (or their respective affiliates, directors, officers, employees and agents) have separately verified the information contained in the Tender Offer and Consent Solicitation Memorandum and none of the Dealer Managers and Solicitation Agents, the Tender and Tabulation Agent or the Trustee, their affiliates or their respective directors, officers, employees or agents makes any representations, warranties, undertakings or recommendations whatsoever (express or implied) regarding the Tender Offer and Consent Solicitation Memorandum or any document prepared in connection with it or regarding the Offer and none of such persons accepts any liability or responsibility as to the accuracy or completeness of the information contained in the Tender Offer and Consent Solicitation Memorandum or any other document prepared in connection with it or regarding the Offer or any other information provided by the Issuer in connection with, or in relation to, the Offer or any failure by the Issuer to disclose material information with regard to itself, the group or the Offer.

The Dealer Managers and Solicitation Agents, the Trustee and the Tender and Tabulation Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer and Consent Solicitation Memorandum or the Offer. The Tender and Tabulation Agent is the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the Dealer Managers and Solicitation Agents, the Trustee or the Tender and Tabulation Agent or any of their respective directors, employees or affiliates makes any recommendation as to whether or not the Holders should participate in the Offer or refrain from taking any action in the Offer with respect to any of Notes, and none of them has authorised any person to make any such recommendation.

OFFER AND DISTRIBUTION RESTRICTIONS

General

This announcement does not constitute an offer to purchase, or the solicitation of an offer to tender or sell, or to exercise any voting rights with respect to any, Notes to or from, or by, any person located or resident in any jurisdiction where such offer or solicitation is unlawful, and tenders of Notes by Holders originating from any jurisdiction in which such offer or solicitation is unlawful will not be accepted. The Offer is not being made, directly or indirectly, in any jurisdiction where to do so would impose any obligations on the Issuer in such jurisdiction, including any requirement to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction, file any general consent to service of process in any such jurisdiction, subject itself to taxation in any such jurisdiction if it is not otherwise so subject, make any filing with any regulatory body in any such jurisdiction or otherwise have any document approved by, or submitted to, any regulating body in such jurisdiction. In those jurisdictions where the securities laws or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager and Solicitation Agent or any of its respective affiliates is such a licensed broker or dealer in such jurisdiction, the Offer shall be deemed to be made on behalf of the Issuer by such Dealer Manager and Solicitation Agent or affiliate (as the case may be) in such jurisdiction and the Offer is not made in any such jurisdiction where either a Dealer Manager and Solicitation Agent or any of its affiliates is not licensed. Neither this announcement nor the delivery of the Tender Offer and Consent Solicitation Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to below, and generally, on submission of Notes for tender in the Tender Offer and submission of consent to the Proposal. Any tender of Notes for purchase pursuant to the Tender Offer from a Holder that is unable to make these representations will not be accepted. Each of the Issuer, the Dealer Managers and Solicitation Agents and the Tender and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, or submission of consent to the Proposal, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) in its absolute discretion that such representation is not correct, such tender will not be accepted.

A Holder who is a Sanctions Restricted Person may not participate in the Offer. No Notes purported to be tendered by a Sanctions Restricted Person pursuant to the Tender Offer and Consent Solicitation Memorandum will be accepted for purchase and no Sanctions Restricted Person will be eligible to receive any monetary amount in respect of the Tender Offer Consideration in any circumstances. The Issuer, in its sole and absolute discretion, reserves the absolute right not to accept the tender of any Notes by a person whom it has reason to believe is or may be a Sanctions Restricted Person.

United Kingdom

The communication of this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to: (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Issuer; (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iv) any other persons to whom these documents and/or materials may lawfully be made under the Financial Promotion Order. Any investment or investment activity to which the Tender Offer and Consent Solicitation Memorandum relates is available only to such persons and will be engaged in only with such persons and other persons should not rely on it.

Italy

Neither this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree № 58 of 24 February 1998, as amended (the "Financial Services Act"), and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended, as the case may be. 

A Holder located in the Republic of Italy may tender Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation № 20307 of 15 February 2018, as amended from time to time, and Legislative Decree № 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with Notes or the Offer.

France

The Offer is not being made, directly or indirectly, to the general public in the Republic of France. Neither this announcement, nor the Tender Offer and Consent Solicitation Memorandum nor any other documentation or material relating to the Offer (including memorandums, information circulars, brochures or similar documents) has been distributed to, or is being distributed to, the general public in the Republic of France and only qualified investors (investisseurs qualifiés) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 are eligible to participate in the Offer. This announcement and the Tender Offer and Consent Solicitation Memorandum have not been submitted to the clearance procedures of the Autorité des marchés financiers.

Republic of Kazakhstan

The Offer is not being made, directly or indirectly, in the Republic of Kazakhstan, except in compliance with the laws and regulations of the Republic of Kazakhstan, including the rules of the KASE. This announcement and the Tender Offer and Consent Solicitation Memorandum have not been and will not be submitted for clearance to nor approved by the National Bank of Kazakhstan.

FORM OF NOTICE AND EXTRAORDINARY RESOLUTION

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK INDEPENDENT ADVICE, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. THE ISSUER MAKES NO RECOMMENDATION WITH RESPECT TO THE MATTERS HEREIN.

THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY AND IS BEING SENT TO HOLDERS SOLELY IN THEIR CAPACITY AS SUCH IN CONNECTION WITH THE MEETING (AS DEFINED BELOW). THIS DOES NOT AFFECT THE RIGHT OF HOLDERS TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST DEED AS DEFINED BELOW).

JOINT STOCK COMPANY "NATIONAL COMPANY "KAZAKHSTAN TEMIR ZHOLY" (a joint stock company incorporated in the Republic of Kazakhstan)

NOTICE OF MEETINGof the holders of its outstandingU.S.$1,100,000,000 6.950% Guaranteed Notes due 2042 Unrestricted Global Note ISIN: XS0799658637, Common Code: 079965863Restricted Global Note ISIN: US48667DAD66, Common Code: 080019866, CUSIP: 48667 DAD6

(the "Notes")

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of Notes (the "Holders"), which is hereby being convened by Joint Stock Company "National Company "Kazakhstan Temir Zholy" (the "Issuer"), will be held at the offices of Dechert LLP, 160 Queen Victoria Street, London, EC4V 4QQ on 28 October 2022 for the purpose of considering and, if thought fit, passing the resolution set out below in respect of the Notes. The Meeting will commence at 10:00 a.m. (London time). Capitalised terms used but not defined in this Notice have the meanings given to them in the terms and conditions of the Notes (the "Conditions") set out in the trust deed dated 10 July 2012, as supplemented by the supplemental trust deeds dated 8 November 2012, 23 April 2014 and 19 October 2018 (the "Trust Deed") among the Issuer, BNY Mellon Corporate Trustee Services Limited (the "Trustee"), as trustee for the Holders of the Notes, and the guarantors of the Notes.

Unless the context otherwise requires, capitalised terms used in this notice shall bear the meanings given to them in the Tender Offer and Consent Solicitation Memorandum (as defined herein).

EXTRAORDINARY RESOLUTION

"THAT this meeting (the "Meeting") of the holders (the "Holders") of the U.S.$1,100,000,000 6.950% Guaranteed Notes due 2042 (the "Notes") of Joint Stock Company "National Company "Kazakhstan Temir Zholy" (the "Issuer") presently outstanding (as defined in the Trust Deed), constituted by a trust deed dated 10 July 2012, as supplemented by the supplemental trust deeds dated 8 November 2012, 23 April 2014 and 19 October 2018 (as so supplemented, the "Trust Deed") among the Issuer, BNY Mellon Corporate Trustee Services Limited (the "Trustee"), as trustee for the Holders of Notes, and the guarantors of the Notes, by Extraordinary Resolution (as defined in the Trust Deed) hereby:

1. assents to, and sanctions, the modifications of the terms and conditions of the Notes (the "Conditions") as set out in the Trust Deed as follows:

(x) the insertion of a new paragraph (h) at the end of Condition 10 (Redemption, Purchase and Cancellation) of the Conditions, which shall read in its entirety as follows:

"(h) Mandatory Early Redemption by the Issuer: The Issuer shall, on or immediately following (and in no event more than two Business Days following) [Date*], redeem all, but not some only, of the Notes that remain outstanding on [Date*] (which shall not, for the avoidance of doubt, include any Notes that have been or are to be purchased by the Issuer pursuant to the Offer) at the Early Redemption Amount together with unpaid accrued interest in respect of such Notes (for such purpose assuming that any accrued interest would otherwise be paid in full on the next succeeding Interest Payment Date in accordance with Condition 9), from (and including) the immediately preceding Interest Payment Date to (but excluding) [Date*].

[* The date to be inserted will be the Early Redemption Date, as defined in the Tender Offer and Consent Solicitation Memorandum, which is expected to be 1 November 2022.]

For the purposes of this Condition 10(h):

"Early Redemption Amount" means U.S.$1,000 per U.S.$1,000 in principal amount of the Notes;

"Offer" means the invitation by the Issuer to Holders (subject to the Offer and Distribution Restrictions) to tender their Notes for purchase by the Issuer for cash, as set out in the Tender Offer and Consent Solicitation Memorandum [Any amendments made prior to the date of the supplemental trust deed will also be specifically referred to here];

"Offer and Distribution Restrictions" means the restrictions on the Holders to whom the Offer was made, as set out in the Tender Offer and Consent Solicitation Memorandum; and

"Tender Offer and Consent Solicitation Memorandum" means the Tender Offer and Consent Solicitation Memorandum dated 27 September 2022 prepared by the Issuer."

provided that the effectiveness of any modification to the Conditions as set out in this Extraordinary Resolution is conditional upon the completion of the invitation by the Issuer to Holders to tender any and all of the Notes for purchase by the Issuer for cash, as set out in a Tender Offer and Consent Solicitation Memorandum dated 27 September 2022, which is, in turn, subject to the satisfaction (or waiver) of the Conditions to the Offer (as defined in the Tender Offer and Consent Solicitation Memorandum) (including the New Financing Condition (as defined in the Tender Offer and Consent Solicitation Memorandum), as determined by the Issuer in its sole and absolute discretion and confirmed by notice given by the Issuer to the Holders and the Trustee (in accordance with the terms of the Trust Deed);

2. sanctions and assents to every variation, abrogation, amendment, modification or compromise of, or arrangement in respect of, the rights, preferences and privileges of the Holders appertaining to the Notes against the Issuer or against any of its property, whether or not such rights arise under the Conditions or the Trust Deed, involved in, or resulting from, or to be effected by, the modifications referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

3. authorises, directs, requests and empowers the Issuer and the Trustee to:

(a) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and the satisfaction of the conditions to the Offer described in the Tender Offer and Consent Solicitation Memorandum, to execute a supplemental trust deed (the "Supplemental Trust Deed") in the form of the draft produced to the Meeting and signed by the chair of the Meeting for the purpose of identification, with such amendments (if any) as the Issuer and the Trustee shall require; and

(b) concur in, and execute and do, all such other deeds, instruments, acts and things (in the case of the Trustee, at the cost of the Issuer) as may be necessary, desirable or expedient to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution;

4. discharges, exonerates and indemnifies the Trustee from all liability, costs or expenses for which it may have become or may become liable under the Trust Deed or the Notes in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution or the implementation of those modifications, and any act or omission taken in connection with paragraph 3 of this Extraordinary Resolution, even if it is found subsequently that there is a defect in the passing of this Extraordinary Resolution, provided that, if the Trustee fails to show the degree of care and diligence required of it as a trustee, nothing in this Extraordinary Resolution shall relieve the Trustee from or against any liability which would otherwise attach to it in respect of any gross negligence, wilful default or fraud of which it may be guilty; and

5. resolves to irrevocably waive any claim that the Holders may have against the Trustee arising as a result of any loss or damage which the Holders may suffer or incur as a result of the Trustee acting upon this Extraordinary Resolution or its implementation, the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution or the implementation of those modifications (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding on the Holders) and the Holders further confirm that they will not seek to hold the Trustee liable for any such loss or damage save in relation to its or their own gross negligence, wilful default or fraud, as applicable.

Unless the context otherwise requires, terms defined in the Conditions and/or the Trust Deed are used in the Extraordinary Resolution as so defined."

By voting in respect of the Extraordinary Resolution, each Holder confirms and agrees that:

(1) the Trustee is not responsible for the accuracy, completeness, validity or correctness of the statements made and documents referred to in this Notice or any omissions from this Notice. Each Holder has consulted its own legal and financial advisers in connection with the matters referred to in this Notice;

(2) it has consulted its own independent legal and/or financial advisers and conducted such due diligence as it considers necessary or appropriate for the purposes of considering this Notice, the Extraordinary Resolution and the transactions contemplated hereby;

(3) it has formed its own view in relation to the actions arising out of this Notice and the Extraordinary Resolution without any reliance on the Trustee or any of its advisers;

(4) the Trustee has not given (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success profitability, return, performance result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise), of the Extraordinary Resolution and/or the transactions contemplated hereby; and

(5) it is a sophisticated investor familiar with transactions similar to its investment in the Notes and made its own independent decision in respect of passing the Extraordinary Resolution and pass (or not pass) the Extraordinary Resolution with a full understanding of all the terms, conditions and risks associated with or that exist or may exist now or in the future in connection with the Extraordinary Resolutions and the transactions contemplated hereby and it confirms that it is capable of assuming and is willing to assume (financially or otherwise) those risks.

Background

The Issuer has convened the Meeting for the purpose of enabling Holders to consider and resolve, if they think fit, to pass the Extraordinary Resolution proposed in relation to the Notes.

Holders are further given notice that the Issuer has (i) invited Holders (subject to certain offer restrictions, as referred to below and more fully described in the Tender Offer and Consent Solicitation Memorandum dated 27 September 2022 (the "Tender Offer and Consent Solicitation Memorandum")) to tender any and all Notes for purchase by the Issuer for cash (the "Offer") and (ii) invited Holders to approve the modifications of the Conditions (as described in paragraph 1 of the Extraordinary Resolution above) to provide that the Issuer shall redeem all, but not some only, of the Notes remaining (if any) on completion of the Offer on or immediately following a date that is expected to be 1 November 2022 at the Early Redemption Amount, which shall be equal to the Tender Offer Consideration as specified in the Tender Offer and Consent Solicitation Memorandum, together with Accrued Interest in respect of the Notes (for such purpose assuming that any Accrued Interest would otherwise be paid in full on the next succeeding interest payment date), from (and including) the immediately preceding interest payment date to (but excluding) the Early Redemption Date (the "Proposal"), each as further described in the Tender Offer and Consent Solicitation Memorandum.

The Offer is subject to offer and distributions restrictions in, among other countries, the United Kingdom, Italy, France and Kazakhstan all as more fully described in the Tender Offer and Consent Solicitation Memorandum.

General

THE TRUSTEE HAS NOT BEEN INVOLVED IN THE FORMULATION OF THE EXTRAORDINARY RESOLUTION AND THE TRUSTEE EXPRESSES NO OPINION ON THE MERITS OF THE EXTRAORDINARY RESOLUTION OR ON WHETHER HOLDERS WOULD BE ACTING IN THEIR BEST INTERESTS IN APPROVING THE EXTRAORDINARY RESOLUTION, AND NOTHING IN THIS NOTICE SHOULD BE CONSTRUED AS A RECOMMENDATION TO HOLDERS FROM THE TRUSTEE TO VOTE IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION. HOLDERS SHOULD TAKE INDEPENDENT FINANCIAL, TAX AND LEGAL ADVICE ON THE MERITS AND ON THE CONSEQUENCES OF VOTING IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. THE TRUSTEE HAS NOT REVIEWED, NOR WILL IT BE REVIEWING, ANY DOCUMENTS RELATING TO THE PROPOSAL. ON THE BASIS OF THE INFORMATION SET OUT IN THIS NOTICE AND THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM (EACH OF WHICH THE TRUSTEE RECOMMENDS TO HOLDERS TO READ CAREFULLY), THE TRUSTEE HAS AUTHORISED IT TO BE STATED THAT THE TRUSTEE HAS NO OBJECTION TO THE EXTRAORDINARY RESOLUTION BEING PUT TO HOLDERS FOR THEIR CONSIDERATION.

Subject to the offer and distribution restrictions set out in the Tender Offer and Consent Solicitation Memorandum, Holders may obtain, from the date of this Notice, a copy of the Tender Offer and Consent Solicitation Memorandum from the Tender and Tabulation Agent, the contact details for whom are set out below. A Holder will be required to produce evidence satisfactory to the Tender and Tabulation Agent as to its status as a Holder and that it is a person to whom the Offer is being made (pursuant to the offer and distribution restrictions referred to above) or to whom it is lawful to send the Tender Offer and Consent Solicitation Memorandum and to make an invitation pursuant to the Tender Offer and the Proposal under applicable laws before being sent a copy of the Tender Offer and Consent Solicitation Memorandum.

Copies of (i) this Notice and the Tender Offer and Consent Solicitation Memorandum; (ii) the Trust Deed; and (iii) the current draft of the Supplemental Trust Deed as referred to in paragraph 3 of the Extraordinary Resolution are also available for inspection by Holders (a) on and from the date of this Notice up to and including the date of the Meeting, at the specified office of the Tender and Tabulation Agent during normal business hours on any day (Saturdays, Sundays and public holidays excepted) up to and including the date of the Meeting and (b) at the Meeting and at the offices of Dechert LLP, 160 Queen Victoria Street, London EC4V 4QQ for 15 minutes before the Meeting. Any revised version of the draft Supplemental Trust Deed made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft of the Supplemental Trust Deed and Holders will be deemed to have notice of any such changes.

The attention of Holders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting or the meeting held following any adjournment of the Meeting, which are set out at "-Voting and Quorum" below. Having regard to such requirements, Holders are urged either to attend the Meeting or to take steps to be represented at the Meeting (including by way of submitting Tender Instructions or Voting Instructions in favour of the Proposal (all such terms as defined in the Tender Offer and Consent Solicitation Memorandum)) as soon as possible. 

Voting and Participation Deadlines

In order to participate or be represented at the Meeting, Holders must have submitted Tender Instructions or Voting Instructions by 10:00 am (London time) on 26 September 2022 (the "Expiration Deadline") or otherwise made arrangements to attend or be represented at the Meeting by the Expiration Deadline in accordance with the provisions of Schedule 3 (Provisions for Meetings of Noteholders) of the Trust Deed.

Voting and Quorum

The provisions governing the convening and holding of a meeting of the Holders are set out in the Trust Deed, a copy of which is available for inspection by the Holders as referred to above.

The Registered Holder may, by an instrument in writing in the English language (a "form of proxy") in the form available from the office of The Bank of New York Mellon SA/NV, Luxembourg Branch (the "Registrar") signed by the Holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and, in either case, delivered to the specified office of the Registrar or the Transfer Agent (as defined in the Trust Deed) not less than 48 hours before the time fixed for the Meeting, appoint any person (a "proxy") to act on his or its behalf in connection with the Meeting.

A proxy so appointed shall so long as such appointment remains in force be deemed, for all purposes in connection with the Meeting, to be the Holder of the Notes to which such appointment relates and the Holder of the Notes shall be deemed for such purposes not to be the holder or owner.

The quorum required for the Extraordinary Resolution to be considered at the Meeting is one or more persons present in person holding or representing in the aggregate not less than three-quarters in principal amount of such Notes for the time being outstanding.

If within half an hour from the time appointed for the Meeting a quorum is not present the Meeting shall be adjourned for such period, not being less than 14 days nor more than 42 days, as maybe appointed by-the chairman either at or after the Meeting. At least 10 days' notice of the meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at the meeting. At any such adjourned Meeting, the quorum required for the Extraordinary Resolution to be considered at the Meeting is one or more persons so present holding Notes or being proxies or representatives and holding or representing in the aggregate not less than one-quarter in principal amount of the Notes for the time being outstanding.

Holders should note these quorum requirements and should be aware that, if the Holders either present or appropriately represented at the Meeting are insufficient to form a quorum for the Extraordinary Resolution, such Extraordinary Resolution (and consequently, the relevant aspects of the Proposal) cannot be formally considered thereat.

On a show of hands, every person who is present in person and is a proxy shall have one vote.

Unless a poll is demanded by the chairman of the Meeting, a declaration by the chairman of the Meeting that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of, or against, such Extraordinary Resolution.

On a poll, it shall be taken in such manner and either at once or after such adjournment as the chairman of the Meeting directs. Each person who is present in person at the Meeting holding a Voting Certificate or is a proxy or a representative shall have one vote in respect of U.S.$1,000 in principal amount of each Note so held or owned or in respect of which (s)he is a proxy or a representative. The result of the poll shall be deemed to be the resolution of the Meeting at which it was demanded as at the date it was taken.

To be approved at the Meeting on a poll, the Extraordinary Resolution must be passed at the Meeting by the affirmative vote of such holders present in person or represented by proxy or representative owning in the aggregate not less than two-thirds in principal amount of such Notes owned by the holders who are so present or represented at the meeting. If passed, the Extraordinary Resolution shall be binding on all Holders whether or not present at the Meeting at which it is passed and whether or not voting.

This notice and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and shall be construed in accordance with, English law.

This Notice is given by:

JOINT STOCK COMPANY "NATIONAL COMPANY "KAZAKHSTAN TEMIR ZHOLY"

27 September 2022

Holders should contact the following for further information:

The Dealer Managers and Solicitation Agents

Citigroup Global Markets Limited

Citigroup CentreCanada SquareCanary WharfLondon E14 5LBUnited Kingdom

Attention: Liability Management Group

Telephone: +44 20 7986 8969

Email: liabilitymanagement.europe@citi.com

J.P. Morgan Securities plc 25 Bank StreetCanary WharfLondon E14 5JPUnited Kingdom

Attention: Liability Management

Telephone: +44 20 7134 2468

Email: em_europe_lm@jpmorgan.com

Société Générale

17 Cours Valmy

92987 Paris La Défense Cedex

France

Attention: Liability Management

Telephone: +33 1 42 13 32 40

Email:  liability.management@sgcib.com

The Tender and Tabulation Agent:

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

London E14 5LBUnited Kingdom

Attention: Tender Agent

Telephone: +44 20 7508 3867

Email: citiexchanges@citi.com