PLZL.L Regulatory News (PLZL)

PLZL.L Information

There is currently no data for PLZL

Offer for KazakhGold Group Limited

12 Jun 2009 18:03

RNS Number : 8583T

OJSC Polyus Gold

12 June 2009

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER RESTRICTED JURISDICTION

12 June 2009

Recommended Partial Offer

Jenington International Inc.

an indirect wholly-owned subsidiary of

OJSC Polyus Gold

to acquire 50.1 per cent. of the issued and to be issued share capital of

KazakhGold Group Limited

Summary

OJSC Polyus Gold ("Polyus Gold") and KazakhGold Group Limited ("KazakhGold") are pleased to announce that they have agreed the terms of a recommended partial offer to be made by Jenington International Inc. ("Jenington"), an indirect wholly-owned subsidiary of Polyus Gold, to acquire 50.1 per cent. of the issued and to be issued ordinary share capital of KazakhGold (the "Partial Offer").

Under the terms of the Partial Offer, KazakhGold Shareholders will be entitled to receive:

for each KazakhGold Share

0.423 Polyus Gold Consideration Shares

By accepting the terms of the Partial Offer, KazakhGold Shareholders will instruct Jenington to arrange for the transfer of 84.86 per cent. of the Polyus Gold Consideration Shares which they would otherwise receive to Partial Offer Nominee Limited for repurchase by Jenington for cash at a price of US$20 per Polyus Gold Consideration Share on the terms and conditions to be agreed between Jenington and Partial Offer Nominee Limited and which will then be paid to accepting KazakhGold Shareholders (the "Buyback"). Accordingly, under the terms of the Partial Offer, including the Buyback, KazakhGold Shareholders will be entitled to receive approximately:

for each KazakhGold Share

US$7.18 in cash and 0.064 Polyus Gold Consideration Shares

The Partial Offer including the Buyback:

- implies a value per KazakhGold Share of US$10.13 based on the Closing Price of a Polyus Gold Share on MICEX of RUB1,423.94 and a RUB/US$ exchange rate of 30.9277 quoted by the Central Bank of Russia on 11 June 2009, the last business day prior to the date of this announcement;

- implies a value per KazakhGold Share of US$8.64 based on the Closing Price of a Polyus Gold share on MICEX of RUB570.00 and a RUB/US$ exchange rate of 25.0703 quoted by the Central Bank of Russia on 25 September 2008, the last business day prior to the commencement of the offer period; and

- values 50.1 per cent. of the issued and to be issued ordinary share capital of KazakhGold at approximately US$269 million as at 11 June 2009, the last business day prior to the date of this announcement.

The implied value per KazakhGold Share of US$10.13 under the Partial Offer including the Buyback represents:

- a premium of 27 per cent. to the Closing Price of US$8.00 per KazakhGold GDR on 30 April 2009, the last business day on which KazakhGold GDRs traded prior to this announcement;

- a premium of 358 per cent. to the Closing Price of US$2.21 per KazakhGold GDR on 24 December 2008, the last business day prior to the announcement that KazakhGold and Polyus Gold had reached agreement on the revised terms of a possible partial offer; and

- a discount of 3 per cent. to the Closing Price of US$10.49 per KazakhGold GDR on 25 September 2008, the last business day prior to the commencement of the offer period.

As communicated in KazakhGold's financial results announcement also released today, KazakhGold's production levels and working capital levels have deteriorated substantially more rapidly than previously anticipated, and KazakhGold requires an immediate funding commitment in order to continue to operate as a going concern in its current form. Gold Lion Holdings Limited ("Gold Lion") has entered into two subordinated shareholder loan facilities with KazakhGold, the proceeds of which have been used to make an interest payment due under the Senior Notes and for the redemption payment in respect of the Kazakh Bonds, in an aggregate amount of US$31,025,000. Without the Partial Offer and the funding commitment provided by Gold Lion, KazakhGold would not have the funds available to meet its near term financial obligations. As a result, the Board has concluded that approving the Partial Offer, on lower terms than those announced on 29 December 2008, represents the only means of ensuring that KazakhGold remains a solvent company.

In order to receive and be able to sell or otherwise transfer Polyus Gold Consideration Shares following completion of the Partial Offer, KazakhGold Shareholders will need to open a Russian securities account (or use an existing Russian securities account where they are able to receive Polyus Gold Consideration Shares). For information on the procedure for opening a Russian securities account, please refer to Appendix III of this announcement. In the event that a KazakhGold Shareholder does not have an existing Russian securities account for the receipt of the Polyus Gold Consideration Shares or does not open such a Russian securities account prior to the Closing Date, Jenington will offer a share dealing facility in respect of such Polyus Gold Consideration Shares which are not subject to the Buyback and which such KazakhGold Shareholders are entitled to receive under the Partial Offer. The share dealing facility will allow KazakhGold Shareholders that do not have a Russian securities account for the receipt of the Polyus Gold Consideration Shares, or do not open such a Russian securities account prior to the Closing Date, to open such an account, if they wish to do so, in the two-month period following the date on which the Partial Offer becomes or is declared wholly unconditional. Further details in relation to such share dealing facility will be set out in the Partial Offer Document.

Gold Lion has entered into an irrevocable undertaking to accept and vote in favour of the Partial Offer in respect of its entire holding of 22,100,000 KazakhGold Shares, representing, in aggregate, approximately 41.7 per cent. of the existing issued ordinary share capital of KazakhGold. Darryl Norton and David Netherway have also entered into irrevocable undertakings to accept and vote in favour of the Partial Offer in respect of their entire holdings of 41,036 KazakhGold Shares representing in aggregate approximately 0.08 per cent. of the existing issued ordinary share capital of KazakhGold. The acceptances of Gold Lion, Darryl Norton and David Netherway will be subject to scaling down on the same basis as acceptances in excess of 50.1 per cent by other KazakhGold Shareholders.

Upon completion of the Partial Offer, KazakhGold intends to undertake the Equity Capital Raising. The proceeds of the Equity Capital Raising will be used to fund, in part, its working capital requirements, including capital investment, and to fund the solicitation fee payable to the holders of the US$200 million Senior Notes due 2013. Jenington will subscribe for at least 50.1 per cent. of the Equity Capital Raising and KazakhGold intends to invite major KazakhGold Shareholders who are qualified investors, for the purpose of satisfying applicable securities law restrictions, to participate in the Equity Capital Raising. Jenington has agreed with KazakhGold to underwrite the entire US$100 million Equity Capital Raising.

Commenting on the Partial Offer, Evgueni I. Ivanov, General Director of Polyus Gold, said:

"We are delighted to have agreed the Partial Offer with the Board of KazakhGold and to have their unanimous recommendation to KazakhGold Shareholders. Polyus Gold and KazakhGold are two complementary businesses and this is an exciting announcement for us both. Seeking expansion opportunities outside of Russia has been a long standing objective and corporate strategy of Polyus Gold. KazakhGold, therefore, represents a very attractive opportunity to acquire gold producing assets with what we believe to have significant growth potential. We expect the combined companies to be able to realise significant synergies and substantial value for shareholders moving forward."

Commenting on the Partial Offer, Dr Kanat Assaubayev, Chairman of KazakhGold, said:

"We are delighted to have reached agreement with Polyus Gold regarding the Partial Offer. The Board believes that Polyus Gold's partial ownership of the KazakhGold Group will provide KazakhGold with the stability of a sizeable parent with proven management experience and expertise and superior access to capital. As a consequence, in our partnership with Polyus Gold, I am confident that KazakhGold has an excellent long-term future."

KazakhGold GDR Holders with questions about the procedure for accepting the Partial Offer may contact BNYM, as Tender Agent for the Partial Offer, on +44 (0) 20 7964 4958 or at eventsadmin@bnymellon.com. KazakhGold Shareholders with questions about the procedure for opening a Russian securities account may contact Computershare, as Receiving Agent for the Partial Offer, on (00800) 1020 1060 (from Austria, Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, New Zealand, Spain, Sweden, Switzerland and the UK), 1 866 201 4445 (from the United States) or +44 (0) 117 378 6015 (from any other country) or at kazakhgoldoffer@computershare.com.

Enquiries:

Polyus Gold

Alexey V. Chernushkin	Tel: +7 (495) 785 4031
Anton A. Arens	Tel: +7 (495) 641 3365
Evguenia V. Buydina	Tel: +7 (495) 641 3377

KazakhGold

Sanzhar Assaubayev	Tel: +44 (0) 20 3178 7105
Bekbolat Sagyndyk

HSBC (financial adviser to Polyus Gold)

Jan Sanders	Tel: +44 (0) 20 7991 8888
Sergei Chinkis

Canaccord Adams Limited (financial adviser to KazakhGold)

Mike Jones	Tel: +44 (0) 20 7050 6500
Rory O'Sullivan
Henry Fitzgerald-O'Connor

This summary should be read in conjunction with the full text of the attached announcement. The Conditions to, and certain further terms of, the Partial Offer are set out in Appendix I to the attached announcement. Appendix II sets out the sources and bases of certain information contained in this summary and in the attached announcement. Appendix III sets out the procedure for opening a Russian securities account with the Polyus Gold register held by NRC and Appendix IV contains the definitions of certain terms used in this summary and in the attached announcement.

HSBC, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Polyus Gold and Jenington and no one else in connection with the Partial Offer and will not be responsible to anyone other than Polyus Gold and Jenington for providing the protections afforded to clients of HSBC, nor for providing advice in relation to the Partial Offer, the contents of this announcement or any other matter referred to herein.

Canaccord Adams, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for KazakhGold and no one else in connection with the Partial Offer and will not be responsible to anyone other than KazakhGold for providing the protections afforded to clients of Canaccord Adams, nor for providing advice in relation to the Partial Offer, the contents of this announcement or any other matter referred to herein.

General

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. KazakhGold Shareholders are advised to read carefully the formal documentation in relation to the Partial Offer once it has been despatched. The Partial Offer will be made solely through the Partial Offer Document, which will contain the full terms and conditions of the Partial Offer. Any acceptance or other response to the proposals should be made only on the basis of the information in the Partial Offer Document.

The Polyus Gold Shares have been registered in the Russian Federation and have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under any relevant securities laws of any state or district of the United States, or under the relevant securities laws of Canada, Australia, Japan or any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Polyus Gold does not plan to make a public offering of securities in the United States. Accordingly, unless an exemption under such relevant laws is available, Polyus Gold Shares may not be offered, sold, re-sold or delivered, directly or indirectly, in, into or from Canada, Australia or Japan or, subject to certain exceptions, the United States, or any other jurisdiction in which an offer of Polyus Gold Shares would constitute a violation of relevant laws or require registration thereof, or to or for the account or benefit of any person resident in Canada, Australia or Japan or, subject to certain exceptions, the United States, or any other such jurisdiction.

The Polyus Gold Shares (i) were registered by the FSFM on 27 April 2006 under the state registration number 1-01-55192-E pursuant to the laws of the Russian Federation, (ii) are listed and traded on the "B" list of each of RTS and MICEX in the Russian Federation under the symbol "PLZL", (iii) are not listed or admitted to trading in any jurisdiction other than the Russian Federation, and therefore (iv) are not eligible for any "public circulation" organised outside the Russian Federation within the meaning of Article 16 of the Federal law "On the Securities Market" No. 39-FZ, dated 22 April 1996 (as amended). The rights to the Polyus Gold Shares, as well as any transfer of such rights, may only be recorded in Russia in accordance with the laws of the Russian Federation. Polyus Gold Shares have not been and will not be registered outside the Russian Federation and are not intended for and will not be subject to "placement" or "public circulation" outside the Russian Federation as each term is defined under Russian securities laws.

The Partial Offer is not being, and will not be, made, directly or indirectly, in or into, or by the use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, Canada, Australia, Japan or, subject to certain exceptions, the United States, or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Partial Offer should not be accepted by any such use, means, instrumentality or facility or from within Canada, Australia, Japan or, subject to certain exceptions, the United States, or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Doing so may render invalid any purported acceptance. Accordingly, copies of this document are not being, nor may they be, mailed or otherwise forwarded, distributed or sent in, into or from (whether by use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange) of the Canada, Australia, Japan or, subject to certain exceptions, the United States, or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.

Neither this announcement nor any information contained herein is an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia, and does not constitute an advertisement of the securities in Russia. KazakhGold shares and KazakhGold GDRs have not been and will not be registered in Russia and are not intended for "placement" or "public circulation" in Russia.

The availability of the Polyus Gold Shares under the terms of the Partial Offer to persons who are not located in Jersey, the United Kingdom or the Russian Federation may be affected by the laws of the relevant jurisdiction in which the relevant persons are located. Persons who are not resident in Jersey, the United Kingdom or the Russian Federation should inform themselves of, and observe, any applicable legal or regulatory requirements of the relevant jurisdiction. Further details in relation to overseas persons who are KazakhGold Shareholders will be contained in the Partial Offer Document.

Notice to U.S. investors

The Partial Offer is subject to the laws of England. It is important for U.S. securities holders to be aware that this document is subject to disclosure and takeover laws and regulations in England that are different from those in the United States. In addition, U.S. securities holders should be aware that this document has been prepared in accordance with English format and style, which differs from the U.S. format and style. In particular the financial information of Polyus Gold included herein has been prepared in accordance with International Financial Reporting Standards, and thus may not be comparable to financial information of U.S. companies whose financial statements are prepared in accordance with, generally accepted accounting, principles in the United States.

As applicable, Jenington will comply with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended. Jenington intends, however, to treat the Partial Offer as one to which the "Tier II exemption" described in Rule 14d-1(d) under the Exchange Act is applicable. The Partial Offer and the Buyback described in the preceding communication have not yet commenced.

It may be difficult to enforce any rights and any claim arising under the U.S. federal securities laws since Polyus Gold and KazakhGold are located in non-U.S. jurisdictions and some or all of their officers and directors may be residents of non-U.S. jurisdictions. It may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.

No profit forecast

Nothing in this announcement is intended to be, or is to be construed as, a profit forecast or to be interpreted to mean that earnings per KazakhGold Share, KazakhGold GDR, Polyus Gold Share or Polyus Gold ADR for the current or future financial years, or those of either Polyus Gold or KazakhGold, will necessarily match or exceed the historical published earnings per KazakhGold Share, KazakhGold GDR, Polyus Gold Share or Polyus Gold ADR.

Forward looking statements

This announcement, including information included or incorporated by reference, may contain "forward-looking statements" concerning the Partial Offer, Polyus Gold, Jenington and KazakhGold. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Polyus Gold, Jenington and KazakhGold operations and potential synergies resulting from the Partial Offer; and (iii) the effects of government regulation on Polyus Gold, Jenington and KazakhGold's businesses. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Each of Polyus Gold, Jenington and KazakhGold assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of KazakhGold or Polyus Gold, all 'dealings' in any 'relevant securities' of KazakhGold or Polyus Gold by such person (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed to a Regulatory Information Service and the Panel by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer for KazakhGold becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of KazakhGold, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of KazakhGold or Polyus Gold by Polyus Gold, Jenington or KazakhGold or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website.

If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel by telephone (+44 (0) 20 7638 0129) or by fax (+44 (0) 20 7236 7013).

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER RESTRICTED JURISDICTION

12 June 2009

Recommended Partial Offer

Jenington International Inc.

an indirect wholly-owned subsidiary of

OJSC Polyus Gold

to acquire 50.1 per cent. of the issued and to be issued share capital of

KazakhGold Group Limited

1. Introduction

Polyus Gold and KazakhGold are pleased to announce that they have agreed the terms of a recommended partial offer to be made by Jenington, an indirect wholly-owned subsidiary of Polyus Gold, to acquire 50.1 per cent. of the issued and to be issued share capital of KazakhGold.

2. The Partial Offer

The Partial Offer is being made for such number of KazakhGold Shares (which includes each KazakhGold Share represented by a KazakhGold GDR) as shall amount to 50.1 per cent. of the issued and to be issued share capital of KazakhGold.

Under the terms of the Partial Offer, KazakhGold Shareholders will be entitled to receive:

for each KazakhGold Share

0.423 Polyus Gold Consideration Shares

By accepting the terms of the Partial Offer, KazakhGold Shareholders will instruct Jenington to arrange for the transfer of 84.86 per cent. of the Polyus Gold Consideration Shares which they would otherwise receive to Partial Offer Nominee Limited for repurchase by Jenington for cash at a price of US$20 per Polyus Gold Share on the terms and conditions to be agreed between Jenington and Partial Offer Nominee Limited and which will then be paid to accepting KazakhGold Shareholders. Accordingly, under the terms of the Partial Offer, including the Buyback, KazakhGold Shareholders will be entitled to receive approximately:

for each KazakhGold Share

US$7.18 in cash and 0.064 Polyus Gold Consideration Shares

The Partial Offer including the Buyback:

The implied value per KazakhGold Share of US$10.13 under the Partial Offer including the Buyback represents:

- a premium of 27 per cent. to the Closing Price of US$8.00 per KazakhGold GDR on 30 April 2009, the last business day on which KazakhGold GDRs traded prior to this announcement;

- a discount of 3 per cent. to the Closing Price of US$10.49 per KazakhGold GDR on 25 September 2008, the last business day prior to the commencement of the offer period.

KazakhGold Shareholders should note that there may be certain costs, requirements and restrictions involved in opening and operating a Russian securities account, and that there will be certain costs involved in the withdrawal of underlying KazakhGold Shares from the KazakhGold depositary facility. If KazakhGold Shareholders are in any doubt about what action to take they should seek independent professional advice.

The Polyus Gold Consideration Shares will be transferred under the Partial Offer fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other rights and interests of a similar nature and together with all rights now or hereafter attaching to them.

Polyus Gold Shares are listed on the RTS and MICEX stock exchanges. Polyus Gold ADRs are traded on the main market of the London Stock Exchange and are also traded in Level 1 ADR form in the OTC market in the United States of America.

3. Scaling down

Eligible KazakhGold Shareholders may accept the Partial Offer in respect of any number of their KazakhGold Shares or none at all. Subject to the Partial Offer becoming wholly unconditional, valid acceptances will be met in full to the extent that they are for up to 50.1 per cent. of (i) a KazakhGold Registered Shareholder's holding in KazakhGold as evidenced by the register of members, or (ii) a KazakhGold GDR Holder's holding in KazakhGold as determined by reference to the number of KazakhGold GDRs which have been blocked by the relevant Clearing System and which will be deemed to constitute the entire holding in KazakhGold by the KazakhGold GDR Holder. Acceptances in excess of this amount will be met to the extent other KazakhGold Shareholders do not accept the Partial Offer or accept in respect of less than 50.1 per cent. of their KazakhGold Shares. KazakhGold Shares tendered in excess of 50.1 per cent. will be accepted from each KazakhGold Shareholder in the same proportion to the number tendered to the extent necessary for Jenington to obtain 50.1 per cent. of the issued and to be issued share capital of KazakhGold.

If any eligible KazakhGold Shareholder submits an acceptance for up to 50.1 per cent. of his or her holding, such holder's acceptance will not be subject to scaling down and, subject to the Partial Offer being declared wholly unconditional, the KazakhGold Shares (including those represented by KazakhGold GDRs) with respect to which such holder has made an acceptance will be acquired by Jenington.

Gold Lion has given an irrevocable undertaking to accept and vote in favour of the Partial Offer in respect of its entire holding of 22,100,000 KazakhGold Shares and its acceptance will be subject to scaling down on the same basis as acceptances in excess of 50.1 per cent by other KazakhGold Shareholders.

The Partial Offer will be declared unconditional as to acceptances once sufficient valid acceptances have been received from the eligible KazakhGold Shareholders representing 50.1 per cent. of the issued and to be issued share capital of KazakhGold. Once unconditional as to acceptances, the Partial Offer will remain open for at least a further 14 days, following which it is expected to be closed. A final determination of the scaling down will only take place once the Partial Offer has closed to further acceptances. KazakhGold Shareholders should note that the number of shares acquired from each KazakhGold Shareholder will be determined after closing of the Partial Offer, following which an RIS announcement will be made disclosing the total number of shares tendered and the results of the scale down.

4. Conditions

The Partial Offer is subject to satisfaction or, where appropriate, waiver of the Conditions set out in Appendix I of this announcement, including, inter alia:

(i) no default, potential event of default or event of default pursuant to the terms of the Senior Notes having occurred and no event or circumstances having arisen which, with the giving of notice or the lapse of time or both, would constitute a default or event of default pursuant to the terms of the Senior Notes;

(ii) the payment of principal, accrued interest and all other amounts due and owing to holders of the Kazakh Bonds by Kazakhaltyn on maturity of the Kazakh Bonds having been paid in full by no later than 16 June 2009, and no default, potential event of default or event of default pursuant to the terms of the Kazakh Bonds having occurred and no event or circumstances having arisen which, with the giving of notice or the lapse of time or both, would constitute a default or event of default pursuant to the terms of the Kazakh Bonds;

(iii) save as fairly disclosed, no member of the KazakhGold Group having become unable to pay its debts or commenced negotiations with creditors to reschedule its indebtedness and no indebtedness of any member of the KazakhGold Group having become payable before its stated maturity or any steps having been taken to enforce any security for any indebtedness or for the appointment of any administrator, receiver or similar officer over its assets or revenues in any jurisdiction;

(iv) the approval of the Partial Offer by over 50 per cent. of the voting rights held by KazakhGold Shareholders who are independent of Jenington and persons acting in concert with it;

(v) valid acceptances being received in respect of not less than 50.1 per cent. of the issued and to be issued share capital of KazakhGold; and

(vi) approval by KazakhGold Shareholders of a resolution to be proposed at the AGM to increase the authorised share capital of the KazakhGold to facilitate the Equity Capital Raising.

In the event that any of the conditions summarised in paragraphs 4(i) to 4(iii) above (and as set out in full in paragraphs 2.2, 2.3, 2.6 (2.6.1) and 2.7 (2.7.13 and 2.7.14) of Appendix 1 to this announcement) are not fulfilled, Jenington would seek to lapse the Partial Offer.

5. Approval of KazakhGold Shareholders

As noted in paragraph 4(iv) above, the Partial Offer is subject to the approval by over 50 per cent. of the voting rights held by KazakhGold Shareholders who are independent of Jenington and persons acting in concert with it. KazakhGold Shareholders will be asked to indicate their approval of the Partial Offer on the Form of Acceptance or Form of Direction, as applicable, which will accompany the Partial Offer Document.

6. Control over KazakhGold

In the event that the Partial Offer is declared wholly unconditional, it will result in Jenington holding more than 50 per cent. of the issued voting share capital of KazakhGold. As a result, Jenington, together with persons acting in concert with Jenington, in connection with the Equity Capital Raising or following the first anniversary of the expiry of the Partial Offer period (or with the consent of the Panel following the expiry of the Partial Offer period) will be free to acquire further interests in KazakhGold Shares without incurring any obligation to make a mandatory offer under Rule 9 of the City Code.

7. Equity Capital Raising

Following completion of the Partial Offer, KazakhGold will undertake a capital raising to raise US$100 million. The proceeds of the Equity Capital Raising will be used to fund, in part, its working capital requirements, including capital investment, and to fund the solicitation fee payable to the holders of the Senior Notes.

It is currently intended that the Equity Capital Raising will be in the form of a placing of new KazakhGold GDRs at the Placing Price. KazakhGold and Jenington believe that this is an appropriate price given KazakhGold's current financial condition and the continued volatility in the equity capital markets. Jenington will subscribe for at least 50.1 per cent. of the Equity Capital Raising at the Placing Price.

Shortly following this announcement, KazakhGold and Jenington will appoint the Placing Agent to conduct the Equity Capital Raising on behalf of KazakhGold. The Placing Agreement will set out the basis on which the Placing is to be conducted, including, inter alia, that major holders of KazakhGold GDRs and KazakhGold Shares who are qualified investors, for the purpose of satisfying applicable securities law restrictions, will be invited to participate in the Placing. It is proposed that the Placing Agreement will contain customary terms and warranties.

KazakhGold today intends to despatch to KazakhGold Shareholders a circular convening the Annual General Meeting to, among other things, consider and, if deemed appropriate, approve a resolution to increase the authorised share capital of KazakhGold in order to facilitate the Equity Capital Raising. KazakhGold will also commence preparation of a prospectus in respect of the Equity Capital Raising with the aim of having such prospectus approved by the UKLA as soon as reasonably practicable following completion of the Partial Offer.

In the event that there is insufficient investor demand for the Placing and/or the Placing has not been completed by the later of (i) 31 October 2009 or (ii) four months after the date on which the Partial Offer becomes or is declared unconditional in all respects, Jenington has agreed with KazakhGold to underwrite the entire US$100 million Equity Capital Raising at the Placing Price. The Backstop Underwriting Agreement only ceases to be binding on Jenington in the event that the resolution to be proposed at the AGM in respect of the proposed increase in the authorised share capital of KazakhGold is not duly passed, KazakhGold fails to obtain all necessary consents and regulatory approvals in respect of the Equity Capital Raising, the prospectus to be issued by KazakhGold in connection with the Placing is not approved by the UKLA, KazakhGold breaches its warranties or obligations under the Backstop Underwriting Agreement or in the event of force majeure.

In the event that the Placing does not occur and Jenington is called upon to subscribe for the entire US$100 million Equity Capital Raising, under the terms of the Backstop Underwriting Agreement, Jenington will be issued a total of 66,666,667 KazakhGold GDRs at the Placing Price. In this scenario, Jenington would increase its total holding to 77.9 per cent. of the then issued share capital of KazakhGold (on the assumption that no options over KazakhGold Shares are exercised). In the event that the Shareholder Loans, as described in paragraph 9 of this announcement, are acquired by Jenington and converted into new shares in KazakhGold, Jenington could potentially increase its total holding in KazakhGold above this level.

8. Background to and reasons for the Partial Offer

Polyus Gold has previously stated its objective of seeking expansion opportunities outside of Russia as part of its long-term corporate strategy. Polyus Gold has identified Kazakhstan as a very prospective geological region and an area for strategic external growth. KazakhGold is the largest gold producer in Kazakhstan and Polyus Gold believes that KazakhGold represents an attractive opportunity to acquire producing assets with strong growth potential.

KazakhGold has a significant development profile over the next five years and Polyus Gold, as the largest gold producer in Russia with a proven track record of successfully developing and operating gold assets in the region, would bring management and technical expertise, particularly in the field of open pit mining, and the financial strength to advance the development of KazakhGold's assets, which, if the Partial Offer is successful, would allow both KazakhGold's Shareholders (through their remaining holdings) and Polyus Gold to realise significant value in the future.

9. Background to the recommendation

During the process to finalise the Partial Offer, and as communicated in KazakhGold's financial results announcement also released today, KazakhGold's production levels and working capital levels have deteriorated substantially more rapidly than previously anticipated. As also confirmed in the financial results announced today, KazakhGold required an immediate funding commitment, otherwise it would not have been able to operate as a going concern in its current form. Given the material deterioration in production and working capital levels and the restriction on indebtedness in the terms of the Senior Notes, and taking into account the assessments of its advisers, the KazakhGold Board concluded that KazakhGold was unable to raise this capital through either the debt or the equity markets.

Additionally, the KazakhGold Board has concluded that, other than Polyus Gold, which has received all necessary government and regulatory approvals in Kazakhstan, no strategic partner is available to KazakhGold. The Board has noted that any transaction involving the acquisition of control of KazakhGold would be subject to the Kazakhstan government's rights to acquire the equity or assets of KazakhGold under Articles 71 and 8.2 of the Law on Subsoil and Subsoil Use of the Republic of Kazakhstan. This assessment is based on the immediacy of the capital commitment required by KazakhGold and the experience of the Board in dealing with the regulatory and licensing requirements of the Kazakh government.

Gold Lion has entered into the Shareholder Loans with KazakhGold, in an aggregate amount of US$$31,025,000, the proceeds of which have been used to make an interest payment due under the Senior Notes and for the redemption payment in respect of the Kazakh Bonds. In accordance with the terms of the Senior Notes, the Shareholder Loans cannot be redeemed until 12 months after the redemption of the Senior Notes, due 6 November 2013. The Shareholder Loans will bear interest of 10 per cent. per annum. Jenington has a right (but is not obliged) to acquire from Gold Lion the Shareholder Loans in an amount equal to the outstanding principal and accrued interest thereon. Jenington has the option to convert the principal amount of, and any accrued interest on, the Shareholder Loans into new shares in KazakhGold at the Placing Price subject to, among other things, the written consent of KazakhGold. While there is no certainty that the Shareholder Loans will be acquired from Gold Lion or, if acquired, that the Shareholder Loans would be converted by Jenington into new shares in KazakhGold, in the event that the Shareholder Loans are converted, Jenington could potentially increase its total holding in KazakhGold to above that resulting from the Equity Capital Raising as described in paragraph 7 of this announcement.

Without the Partial Offer and the funding commitment provided by Gold Lion to KazakhGold announced today, KazakhGold would not have had the funds available to make the interest payment under the Senior Notes or the repayment in respect of the Kazakh Bonds referred to above. As a result, the Board came to the conclusion that approving the Partial Offer, and thereby entering into the funding commitment with Gold Lion, represented the only means of ensuring that KazakhGold remained a solvent company.

The Board of KazakhGold believes that the Partial Offer will allow KazakhGold to continue as an independently listed entity and unlock the inherent value of KazakhGold's assets. The Board further believes that Polyus Gold's partial ownership of KazakhGold Group will provide KazakhGold with the stability of a sizeable parent with proven management experience and expertise and superior access to capital. Accordingly, the Board believes that after completion of the Partial Offer, KazakhGold Shareholders will retain a direct economic interest in a business whose prospects will be significantly enhanced.

Had Polyus Gold not been permitted to proceed with the Partial Offer, the Board of KazakhGold believes that KazakhGold would cease to remain solvent. Accordingly, the Board of KazakhGold believes, in wholly exceptional circumstances, that the Partial Offer announced today, on lower terms than those announced on 29 December 2008, is therefore in the best interests of KazakhGold and its shareholders. This announcement is being made with the agreement of the Panel Executive.

10. Recommendation

The Board of KazakhGold, which has been so advised by Canaccord Adams, considers the terms of the Partial Offer to be fair and reasonable. Accordingly, the Directors unanimously recommend that KazakhGold Shareholders accept the Partial Offer and vote in favour of the Partial Offer as they have irrevocably undertaken to do in respect of their own beneficial holdings, which in aggregate amount to 22,141,036 KazakhGold Shares, representing approximately 41.8 per cent. of KazakhGold's existing issued ordinary share capital. In providing its advice to the Board of KazakhGold, Canaccord Adams has taken into account the commercial assessments of the Board.

11. Listing of KazakhGold and corporate governance

Polyus Gold intends to procure that KazakhGold maintains the listing of KazakhGold GDRs on the London Stock Exchange.

Polyus Gold is committed to ensuring that KazakhGold continues to adopt similar levels of corporate governance as are currently in place at KazakhGold.

12. Information relating to Polyus Gold

Polyus Gold, headquartered in Moscow, is the largest gold producer in Russia, according to the Russian Union of Gold Producers, and is one of the world's leading gold producers based on mineral resources and production volumes. Polyus Gold develops and mines hardrock gold and alluvial gold deposits, with operations in four main regions in Russia.

Polyus Gold's major gold deposits are:

in the Krasnoyarsk region - the Olimpiada deposit, which is one of the largest gold deposits in Russia, the Blagodatnoye, Titimukhta, Kvartsevaya Gora, Tyrada and Olenye deposits, and the Razdolinskaya, Zyryanovskaya, Kuzeevskaya and Panimba fields;

in the Irkutsk region - the Zapadnoye, Verninskoye, Pervenets and Chertovo Koryto deposits, and the Artemievskoye, Medvezhy and Mukodek goldfields, as well as 113 alluvial deposits;

in the Magadan region - the Natalka deposit and the Degdekan, Vostochnaya, Omchak and Chai-Yurinskaya fields; and

in the Republic of Sakha (Yakutia) - the Kuranakh ore body and the Kyuchus, Piniginskoye and Nezhdaninskoye deposits.

Polyus Gold estimates the mine life of its mineral reserves base to amount to approximately 61 years of hardrock gold and approximately 10 years of alluvial gold. In accordance with JORC Code classifications, Polyus Gold's proven and probable reserves, estimated in accordance with JORC Code classifications, were 74.1 million troy ounces as at 1 January 2009, an increase of 8 per cent. from 68.6 million troy ounces as at 1 January 2008.

Polyus Gold has embarked on an intensive growth and development programme, with the goal of becoming one of the world's top five gold mining companies by 2015 in terms of production, reserves and capitalisation. Polyus Gold believes that it has the leading exploration budget in the Russian gold industry.

In 2008, Polyus Gold produced approximately 1.2 million troy ounces of gold and had total gold sales of approximately US$1,062 million, total sales of approximately US$1,087 million and profit before tax of approximately US$122 million. As at 31 December 2008, Polyus Gold had total assets of approximately US$3.1 billion and shareholders' equity of approximately US$2.8 billion.

13. Information relating to Jenington

Jenington is an indirect wholly-owned subsidiary of Polyus Gold, incorporated in the British Virgin Islands.

The Polyus Gold Consideration Shares are held by Jenington in an account with the register of Polyus Gold held by NRC.

As at 31 December 2008, Jenington had total shareholders' equity of US$1.276 billion.

14. Information relating to KazakhGold

KazakhGold, headquartered in Stepnogorsk, is the leading specialist gold mining company in Kazakhstan. Based on former Soviet Union (FSU) classification and audited by Wardell Armstrong International, the KazakhGold Group has gold reserves and resources of 59.6 million troy ounces, estimated by KazakhGold to be the largest in Kazakhstan and over 25 per cent. of the country's known gold reserves. KazakhGold's principal operating mines are located in Aksu, Bestobe and Zholymbet. KazakhGold produced 232,060 troy ounces of gold in 2007 and produced 103,760 troy ounces of gold in 2008.

KazakhGold's business dates back to 1929, when gold ore was discovered at the Aksu deposit in northern Kazakhstan. Exploration began at the KazakhGold Group's Bestobe and Zholymbet deposits in the 1950s and 1930s respectively. KazakhGold Group's principal assets comprise:

the Aksu mine, which includes the Aksu and nearby Quartzite Hills deposits;

the Bestobe mine; and

the Zholymbet mine.

It also has further exploration and development properties in Kazakhstan and Romania.

For the year ended 31 December 2008, KazakhGold had revenue of approximately US$91 million, loss from operations of approximately US$48 million and total equity of approximately US$954 million. Production for the year ended 31 December 2008 was 103,760 troy ounces which is materially below the 232,060 troy ounces that was achieved in the year to 31 December 2007. At the year ended 31 December 2008 KazakhGold had approximately US$14 million of cash.

15. Directors, management, employees and location

Upon completion of the Partial Offer, Kanat Shaikhanovich Assaubayev will remain as a member of the Board of KazakhGold and David Netherway will remain as an independent non-executive director of KazakhGold. All other directors have notified KazakhGold of their intention to resign as directors of KazakhGold upon completion of the Partial Offer and it is expected that Evgueni I. Ivanov, Oleg V. Ignatov, Boris A. Zakharov and German R. Pikhoya will be invited to join the Board of KazakhGold. It is also expected that Stephen Oke will be invited to re-join the Board of KazakhGold as an independent non-executive director.

Following completion of the Partial Offer the management and employee base of KazakhGold will be considered as part of Polyus Gold's ongoing strategy for KazakhGold and will be reviewed from time to time in light of on-going requirements.

Polyus Gold does not envisage changing the principal location or central place of management of KazakhGold's business.

16. Financing of the Partial Offer

Subject to the Partial Offer becoming or being declared wholly unconditional, Jenington will transfer: (i) a number of Polyus Gold Consideration Shares representing approximately 0.9 per cent. of the issued ordinary registered shares of Polyus Gold to accepting KazakhGold Shareholders; and (ii) a number of Polyus Gold Consideration Shares representing approximately 5.0 per cent. of the issued ordinary registered shares of Polyus Gold to Partial Offer Nominee Limited for repurchase by Jenington at a price of US$20 per Polyus Gold Consideration Share under the terms of the Buyback.

HSBC, financial adviser to Jenington and Polyus Gold, confirms that it is satisfied that resources are available to Jenington sufficient to satisfy in full the cash payable to KazakhGold Shareholders in respect of the Buyback Shares.

17. Non-solicitation agreements and inducement fee

Polyus Gold and Jenington have entered into arrangements with KazakhGold and Gold Lion in connection with the Partial Offer under which KazakhGold and Gold Lion have undertaken not to, directly or indirectly, solicit, initiate, encourage or negotiate or otherwise seek to procure or facilitate any initial approach to or entertain any approach from, or respond to, initiate, enter into or continue discussions or negotiations with, any other person with respect to any of the KazakhGold Shares or any interest therein, or, in the case of KazakhGold, any significant portion of its businesses, assets and properties or with a view to a transaction taking place which would preclude or materially restrict or delay the Partial Offer (unless, in the case of KazakhGold, any such action is, in the opinion of the directors of KazakhGold, acting in good faith, required by virtue of their obligations to act in the best interests of KazakhGold Shareholders or as otherwise required by applicable law or regulation);

KazakhGold has agreed to pay an inducement fee of US$2.7 million inclusive of VAT (if applicable) to Jenington if the Board of KazakhGold withdraws or modifies its recommendation of the Partial Offer or an independent competing offer, having been announced, subsequently becomes or is declared wholly unconditional or is otherwise completed.

18. Overseas Shareholders

The availability of the Partial Offer to KazakhGold Shareholders who are not resident in Jersey, the United Kingdom or the Russian Federation may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to such Overseas Shareholders will be contained in the Partial Offer Document.

The Polyus Gold Consideration Shares will be offered in the United States only to KazakhGold Shareholders who are reasonably believed to be "qualified institutional buyers", or QIBs, as defined in Rule 144A under the U.S. Securities Act, pursuant to an exemption from the registration requirements of the U.S. Securities Act, and outside the United States to KazakhGold Shareholders in offshore transactions in reliance on Regulation S under the U.S. Securities Act. To receive Polyus Gold Consideration Shares, KazakhGold Shareholders who are QIBs will be required to make certain representations, warranties and agreements for the benefit of Polyus Gold.

19. Options

KazakhGold has granted the Options to David Netherway and Stephen Oke (the "Optionholders"). The Options currently have an exercise price which is greater than the see through value of the Partial Offer. The Board of KazakhGold therefore believes that it is unlikely that the Optionholders will wish to exercise the Options. Nevertheless, should the Optionholders choose to exercise the Options during the period that the Partial Offer remains open for acceptance the Optionholders will be eligible to accept the Partial Offer.

20. Acceptance

KazakhGold Shareholders wishing to accept the Partial Offer should refer to the procedure for accepting the Partial Offer that will be set out in the Partial Offer Document and accompanying Form of Acceptance or Form of Direction, as applicable. Any such shareholder who wishes to accept the Partial Offer and receive Polyus Gold Consideration Shares and who does not already have a Russian securities account into which the Polyus Gold Consideration Shares may be received will need to open such an account in order to be able to receive those shares. In the event that a KazakhGold Shareholder does not have an existing Russian securities account for the receipt of the Polyus Gold Consideration Shares or does not open such a Russian securities account prior to the Closing Date, Jenington will offer a share dealing facility in respect of such Polyus Gold Consideration Shares which are not subject to the Buyback and which such KazakhGold Shareholders are entitled to receive under the Partial Offer. The share dealing facility will allow KazakhGold Shareholders that do not have a Russian securities account for the receipt of the Polyus Gold Consideration Shares, or do not open such a Russian securities account prior to the Closing Date, to open such an account, if they wish to do so, in the two-month period following the date on which the Partial Offer becomes or is declared wholly unconditional. Further details in relation to such share dealing facility will be set out in the Partial Offer Document.

Any decision to accept the Partial Offer should be based, in addition to the Partial Offer Document, on a consideration of the Prospectus (as a whole) to be issued by Jenington in connection with the Partial Offer which will accompany the Partial Offer Document.

KazakhGold GDR Holders wishing to accept the Partial Offer must first complete and return to BNYM via email at eventsadmin@bnymellon.com, as Tender Agent for the Partial Offer, the certification forwarded to them via the relevant Clearing System as to confirmation of their status for U.S. securities law purposes and eligibility to participate in the Partial Offer. KazakhGold GDR Holders may contact BNYM on (+44) 20 7694 4958 or via e-mail at eventsadmin@bnymellon.com with queries regarding the certification.

Subject to the Partial Offer becoming or being declared unconditional in all respects, settlement of the consideration to which any KazakhGold Shareholder (or the first named KazakhGold Shareholder in the case of joint holders) is entitled under the Partial Offer will be effected by:

(i) the KazakhGold Registered Shareholders transferring to Jenington the KazakhGold Shares accepted in the Partial Offer; and

(ii) (a) Jenington transferring the Buyback Shares to the account of Partial Offer Nominee Limited, and

(b) in the case of those KazakhGold Shareholders who have an existing Russian securities account for the receipt of Polyus Gold Consideration Shares not subject to the Buyback, or who will have set up such an account, and provided full and correct details of such account in their Form of Acceptance or Form of Direction, as applicable, Jenington transferring such Polyus Gold Consideration Shares to the Russian securities accounts of the KazakhGold Shareholders.

Such transfers of the Polyus Gold Consideration Shares (other than such Polyus Gold Consideration Shares participating in the share dealing facility) will occur within 14 days of the date on which the Partial Offer becomes or is declared unconditional in all respects, unless otherwise agreed with the Panel.

Within 7 days of the date on which the Partial Offer becomes or is declared unconditional in all respects, pursuant to the terms and conditions of the Buyback, Jenington will purchase the Buyback Shares at a price of US$20.00 per Buyback Share and will transfer the aggregate purchase price in consideration thereof to the Receiving Agent, as directed by Partial Offer Nominee Limited, following which the Receiving Agent will issue to each of the KazakhGold Shareholders accepting the Partial Offer a cheque in the U.S. Dollar amount of the consideration paid by Jenington for the Buyback Shares in respect of which the relevant KazakhGold Shareholder participated in the Buyback or, in the case of KazakhGold Shareholders with U.S. Dollar accounts with banks in the United Kingdom or the United States, transfer the appropriate amount to their U.S. Dollar account if details of such account are provided in the KazakhGold Shareholder's Form of Acceptance or Form of Direction, as applicable.

21. Irrevocable undertakings

Gold Lion (which holds KazakhGold Shares for the benefit of the Assaubayev family) has entered into an irrevocable undertaking with Jenington to accept and vote in favour of the Partial Offer in respect of its entire holding of 22,100,000 KazakhGold Shares, representing, in aggregate, approximately 41.7 per cent. of the existing issued ordinary share capital of KazakhGold.

Darryl Norton and David Netherway have also entered into irrevocable undertakings with Jenington to accept and vote in favour of the Partial Offer in respect of their entire holdings of 41,036 KazakhGold Shares representing in aggregate approximately 0.08 per cent. of the existing issued ordinary share capital of KazakhGold.

The irrevocable undertakings remain binding in the event of a higher competing offer.

22. General

The Partial Offer will be subject to the Conditions and further terms set out in Appendix I and to the full terms and conditions which will be set out in the Partial Offer Document and the relevant Form of Acceptance or Form of Direction, as applicable.

The Prospectus, Partial Offer Document and Form of Acceptance or Form of Direction, as applicable, will be sent to KazakhGold Shareholders (other than certain Overseas Shareholders) in due course.

Your attention is drawn to the further information in the Appendices, which form part of this announcement.

Enquiries:

Polyus Gold

Alexey V. Chernushkin	Tel: +7 (495) 785 4031
Anton A. Arens	Tel: +7 (495) 641 3365
Evguenia V. Buydina	Tel: +7 (495) 641 3377

KazakhGold

Sanzhar Assaubayev	Tel: +44 (0) 20 3178 7105
Bekbolat Sagyndyk

HSBC (financial adviser to Polyus Gold)

Jan Sanders	Tel: +44 (0) 20 7991 8888
Sergei Chinkis

Canaccord Adams Limited (financial adviser to KazakhGold)

Mike Jones	Tel: +44 (0) 20 7050 6500
Rory O'Sullivan
Henry Fitzgerald-O'Connor

The conditions to and certain further terms of the Partial Offer are set out in Appendix I. The bases and sources of certain financial information contained in this announcement are set out in Appendix II. The procedure for opening a securities account with Polyus Gold register held by NRC is set out in Appendix III and certain definitions and terms used in the announcement are set out in Appendix IV.

General

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. KazakhGold Shareholders are advised to read carefully the formal documentation in relation to the Partial Offer once it has been despatched. The proposals of the Partial Offer will be made solely through the Partial Offer Document, which will contain the full terms and conditions of the Partial Offer, including details of how to tender shares to the Partial Offer. Any acceptance or other response to the proposals should be made only on the basis of the information in the Partial Offer Document.

The Partial Offer is not being, and will not be, made, directly or indirectly, in or into, or by the use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, Canada, Australia, Japan or, subject to certain exceptions, the United States, or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Partial Offer should not be accepted by any such use, means, instrumentality or facility or from within Canada, Australia, Japan or, subject to certain exceptions, the United States, or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Doing so may render invalid any purported acceptance. Accordingly, copies of this document are not being, nor may they be, mailed or otherwise forwarded, distributed or sent in, into or from (whether by use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange) of Canada, Australia, Japan or, subject to certain exceptions, the United States, or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.

Neither this announcement nor any information contained herein is an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia, and does not constitute an advertisement of the securities in Russia. KazakhGold Shares and KazakhGold GDRs have not been and will not be registered in Russia and are not intended for "placement" or "public circulation" in Russia.

The availability of the Polyus Gold Shares under the terms of the Partial Offer to persons who are not located in the United Kingdom or the Russian Federation may be affected by the laws of the relevant jurisdictions in which such persons are located. Persons who are not resident in the United Kingdom or the Russian Federation should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas persons who are KazakhGold Shareholders will be contained in the Partial Offer Document.

Notice to U.S. investors

The Partial Offer is subject to the laws of England. It is important for U.S. securities holders to be aware that this document is subject to disclosure and takeover laws and regulations in England that are different from those in the United States. In addition, U.S. holders should be aware that this document has been prepared in accordance with English format and style, which differs from the U.S. format and style. In particular the financial information of Polyus Gold included herein has been prepared in accordance with International Financial Reporting Standards, and thus may not be comparable to financial information of U.S. companies whose financial statements are prepared in accordance with, generally accepted accounting, principles in the United States.

No profit forecast

Forward looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain "forwardߛlooking statements" concerning Jenington, Polyus Gold or KazakhGold. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forwardߛlooking statements. The forwardߛlooking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Each of Jenington, Polyus Gold and KazakhGold assumes no obligation and does not intend to update these forwardߛlooking statements, except as required pursuant to applicable law.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is or becomes 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of KazakhGold or Polyus Gold, all 'dealings' in any 'relevant securities' of KazakhGold or Polyus Gold by such person (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed to a Regulatory Information Service and the Panel by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer for KazakhGold becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of KazakhGold, they will be deemed to be a single person for the purpose of Rule 8.3.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website.

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS

OF THE PARTIAL OFFER

1. The Partial Offer will be subject to the following conditions:

1.1 approval of the Partial Offer by holders of over 50 per cent. of the voting rights held by KazakhGold Shareholders who are independent of Jenington and persons acting in concert with it;

1.2 valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the Closing Date (or such later time(s) and/or date(s) as Jenington may, subject to the City Code, decide) in respect of not less than 50.1 per cent. in nominal value of the KazakhGold Shares to which the Partial Offer relates and that represent not less than 50.1 per cent. of the voting rights carried by the KazakhGold Shares to which the Partial Offer relates; and, for the purposes of this condition:

(i) the expression "KazakhGold Shares to which the Partial Offer relates" means (i) the existing unconditionally allotted or issued and fully paid ordinary shares of £0.0001 each in the capital of KazakhGold on the date that the Partial Offer is made; (ii) a number of shares equal to KazakhGold Shares which are subject to the Options (whether or not exercisable and whether or not exercised); (iii) any further ordinary shares of £0.0001 each in the capital of KazakhGold which are unconditionally allotted or issued and fully paid after that date but before the date on which the Partial Offer ceases to be open for acceptance or such earlier date as Jenington may, subject to the City Code, determine, not being earlier than the date on which the Partial Offer becomes or is declared unconditional as to acceptances, but (iv) excludes any KazakhGold Shares which as at the date of the Partial Offer are already held by Jenington;

(ii) KazakhGold Shares which have been unconditionally allotted but not yet issued shall be deemed to carry the voting rights which they will carry on issue; and

(iii) valid acceptances shall be deemed to have been received in respect of those KazakhGold Shares as have been acquired or contracted to be acquired by Jenington by virtue of acceptances of the Partial Offer;

2. Jenington and KazakhGold have agreed that the Partial Offer will also be conditional upon the following matters:

2.1 the resolution to be proposed at the Annual General Meeting of KazakhGold convened for 15 July 2009 to increase the authorised share capital of KazakhGold in order to facilitate the Equity Capital Raising having been duly passed (without amendment);

2.2 no default, potential event of default or event of default pursuant to the terms of the Senior Notes having occurred and no event or circumstances having arisen which, with the giving of notice or the lapse of time or both, would constitute a default or event of default pursuant to the terms of the Senior Notes;

2.3 the payment of principal, accrued interest and all other amounts due and owing to holders of the Kazakh Bonds by Kazakhaltyn on maturity of the Kazakh Bonds having been paid in full by no later than 16 June 2009, and no default, potential event of default or event of default pursuant to the terms of the Kazakh Bonds having occurred and no event or circumstances having arisen which, with the giving of notice or the lapse of time or both, would constitute a default or event of default pursuant to the terms of the Kazakh Bonds;

2.4 all necessary notifications, filings or applications having been made in connection with the Partial Offer and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all necessary statutory and regulatory obligations in any jurisdiction having been complied with and all authorisations necessary in any jurisdiction for or in respect of the Partial Offer or the proposed acquisition of any shares or other securities in, or control of, KazakhGold or any member of the Wider KazakhGold Group (each, an "Authorisation") by any member of the Wider Polyus Gold Group having been obtained in terms and in a form reasonably satisfactory to Polyus Gold and/or Jenington, acting reasonably and in good faith, from all appropriate Third Parties (as defined in paragraph 2.5 below) or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider KazakhGold Group or the Wider Polyus Gold Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider KazakhGold Group in any jurisdiction having been obtained, in each case where the absence of such Authorisation would have a material adverse effect on the Wider KazakhGold Group taken as a whole, and all such Authorisations remaining in full force and effect at the time at which the Partial Offer becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

2.5 no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body (including, without limitation, any national or supranational antitrust or competition authority), court, trade agency, association, institution or any other person or body whatsoever in any jurisdiction (each a "Third Party") having decided to take or threatened in writing any action, proceeding, suit, investigation, enquiry or reference in relation to the Partial Offer, or having taken or required any action to be taken (including, without limitation, proposing or enacting any statute, regulation, decision or order) in each case which is or is likely to be material in the context of the Partial Offer, which would or might:

2.5.1 make the Partial Offer or its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, KazakhGold or any member of the Wider KazakhGold Group by any member of the Wider Polyus Gold Group void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise prohibit, delay or restrict the implementation of or impose additional conditions or obligations with respect to, or otherwise challenge or require amendment of the Partial Offer or the acquisition of any such shares or securities by any member of the Wider Polyus Gold Group;

2.5.2 require, prevent or delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Polyus Gold Group or by any member of the Wider KazakhGold Group of all or any part of its businesses, assets, undertakings or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any part thereof) or to own any of their assets or properties (or any part thereof);

2.5.3 impose any material limitation on or result in a delay in the ability of any member of the Wider Polyus Gold Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in KazakhGold or on the ability of any member of the Wider KazakhGold Group or any member of the Wider Polyus Gold Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider KazakhGold Group;

2.5.4 require any member of the Wider Polyus Gold Group or the Wider KazakhGold Group to acquire, offer to acquire, redeem or repay any shares or other securities (or the equivalent) or interest in and/or any indebtedness of any member of the Wider KazakhGold Group or any asset owned by or owed to any third party;

2.5.5 require, prevent or delay a divestiture by any member of the Wider Polyus Gold Group of any shares or other securities (or the equivalent) in KazakhGold;

2.5.6 result in any member of the Wider KazakhGold Group ceasing to be able to carry on business under any name under which it presently carries on business;

2.5.7 impose any limitation on the ability of any member of the Wider Polyus Gold Group or any member of the Wider KazakhGold Group to integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Polyus Gold Group and/or the Wider KazakhGold Group; or

2.5.8 otherwise affect the business, assets, financial or trading position, profits or prospects of any member of the Wider KazakhGold Group or any member of the Wider Polyus Gold Group in a manner which is adverse to and material in the context of the KazakhGold Group taken as a whole or of the obligations of any members of the Polyus Gold Group taken as a whole in connection with the Partial Offer;

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Partial Offer or the acquisition or proposed acquisition of any KazakhGold Shares or otherwise intervene having expired, lapsed, or been terminated;

2.6 since 31 December 2008, and except as publicly announced to a Regulatory Information Service by or on behalf of KazakhGold or as fairly disclosed by KazakhGold in writing to Polyus Gold and/or Jenington before the date of this announcement, there being no material provision or any arrangement, agreement, licence, permit, lease or other instrument to which any member of the Wider KazakhGold Group is a party or by or to which any such member or any of its assets is or may be bound or be subject or any event or circumstance which, as a consequence of the Partial Offer or the proposed acquisition by any member of the Wider Polyus Gold Group of any shares or other securities in KazakhGold or because of a change in the control or management of any member of the Wider KazakhGold Group, could or might reasonably be expected to result in (to an extent that is material in the context of the Wider KazakhGold Group taken as a whole or the Partial Offer):

2.6.1 any monies borrowed by, or any other indebtedness, actual or contingent, of any member of the Wider KazakhGold Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

2.6.2 the rights, liabilities, obligations, interests or business of any member of the Wider KazakhGold Group or any member of the Wider Polyus Gold Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider KazakhGold Group or any member of the Wider Polyus Gold Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

2.6.3 any member of the Wider KazakhGold Group ceasing to be able to carry on business under any name under which it presently carries on business;

2.6.4 any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider KazakhGold Group being disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider KazakhGold Group otherwise than in the ordinary course of business;

2.6.5 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider KazakhGold Group otherwise than in the ordinary course of business;

2.6.6 the value of, or the financial or trading position of, any member of the Wider KazakhGold Group being prejudiced or adversely affected;

2.6.7 the creation of any liability (actual or contingent) by any member of the Wider KazakhGold Group; or

2.6.8 any liability of any member of the Wider KazakhGold Group to make any severance, termination, bonus or other payment to any directors or its officers (excluding discretionary bonuses for executive directors as determined by the KazakhGold remuneration committee or any other employees whose bonuses are determined by the remuneration committee);

2.7 since 31 December 2008, and except as disclosed to a Regulatory Information Service by or on behalf of KazakhGold or as fairly disclosed in writing by KazakhGold to Polyus Gold and/or Jenington before the date of this announcement, no member of the Wider KazakhGold Group having:

2.7.1 issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save, where relevant, as between KazakhGold and wholly-owned subsidiaries of KazakhGold or between such wholly-owned subsidiaries and the issue of KazakhGold Shares pursuant to the exercise of any options existing as at the date of the Partial Offer over KazakhGold Shares);

2.7.2 recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than to KazakhGold or one of its wholly-owned subsidiaries or between such wholly-owned subsidiaries;

2.7.3 save for transactions between KazakhGold and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any corporate entity, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so which in any case is material in the context of the Wider KazakhGold Group taken as a whole;

2.7.4 save as between KazakhGold and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital;

2.7.5 issued, authorised or proposed the issue of any debentures or incurred or increased any indebtedness or become subject to any contingent liability (save in the ordinary course of business and/or save as between KazakhGold and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) which in any case is material in the context of the Wider KazakhGold Group taken as a whole;

2.7.6 entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature, or which involves or is likely to involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Wider KazakhGold Group taken as a whole or which is or is likely to be restrictive on the business of any member of the KazakhGold Group to an extent which is material in the context of the Wider KazakhGold Group taken as a whole;

2.7.7 proposed or entered into or materially varied the terms of any service agreement with any director or senior executive of the KazakhGold Group;

2.7.8 proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider KazakhGold Group in a manner which is material in the context of the Wider KazakhGold Group taken as a whole;

2.7.9 implemented or effected, or authorised, proposed or announced its intention to implement or effect, any composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Partial Offer) otherwise than in the ordinary course of business, which in any case is material in the context of the Wider KazakhGold Group taken as a whole;

2.7.10 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital to an extent which is material in the context of the Wider KazakhGold Group taken as a whole;

2.7.11 waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider KazakhGold Group taken as a whole;

2.7.12 made any alteration to its memorandum or articles of association or other incorporation documents which is material in the context of the Partial Offer;

2.7.13 (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it to require payment of any indebtedness (including for the avoidance of doubt, finance leases) of the KazakhGold Group before its stated maturity or to take any step to enforce any security for any indebtedness or otherwise in relation to the suspension of payments, a moratorium of any indebtedness, its winding up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

2.7.14 been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business, which in any case is material in the context of the Wider KazakhGold Group taken as a whole; or

2.7.15 entered into any contract, commitment, agreement or arrangement other than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

2.8 since 31 December 2008, and except as publicly announced to a Regulatory Information Service by or on behalf of KazakhGold or as fairly disclosed in writing by KazakhGold to Jenington and/or Polyus Gold before the date of this announcement in writing:

2.8.1 there having been no adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider KazakhGold Group to an extent which is material to the Wider KazakhGold Group taken as a whole;

2.8.2 no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider KazakhGold Group or to which any member of the Wider KazakhGold Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider KazakhGold Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider KazakhGold Group which, in any such case, might be expected materially and adversely to affect the Wider KazakhGold Group taken as a whole;

2.8.3 no contingent or other liability having arisen or become known to Polyus Gold which might be likely adversely to affect the business, assets, financial or trading position or profits or prospects of any member of the Wider KazakhGold Group to an extent which is material to the Wider KazakhGold Group taken as a whole; and

2.8.4 no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider KazakhGold Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is likely adversely to affect the Wider KazakhGold Group to an extent which is material to the Wider KazakhGold Group taken as a whole;

2.9. since 31 December 2008, and except as publicly announced to a Regulatory Information Service by or on behalf of KazakhGold or as fairly disclosed in writing by KazakhGold to Jenington and/or Polyus Gold before the date of this announcement, Polyus Gold not having discovered:

2.9.1 that any financial, business or other information concerning the Wider KazakhGold Group publicly disclosed or disclosed to any member of the Wider Polyus Gold Group at any time by or on behalf of any member of the Wider KazakhGold Group which is material in the context of the Partial Offer is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise to any member of the Wider Polyus Gold Group to an extent that is material in the context of the Partial Offer or the Wider KazakhGold Group taken as a whole;

2.9.2 that any member of the Wider KazakhGold Group is subject to any liability, contingent or otherwise, which is not disclosed in the Annual Report and Accounts of KazakhGold or has not been publicly disclosed or disclosed in writing and which is material in the context of the Wider KazakhGold Group taken as a whole; or

2.9.3 that any member of the Wider KazakhGold Group has not complied with any applicable law or regulation governing the conduct of its business and which is material in the context of the Wider KazakhGold Group as a whole.

Jenington reserves the right to waive all or any of the above conditions, in whole or in part, except those in paragraph 1, 2.1 and 2.4 to 2.5 above which are required under applicable law.

For the purposes of these conditions, the Wider KazakhGold Group means KazakhGold and its subsidiary undertakings, associated undertakings and any other undertaking in which KazakhGold and such undertakings (aggregating their interests) have a significant interest and the Wider Polyus Gold Group means Polyus Gold and its subsidiary undertakings, associated undertakings and any other undertaking in which Polyus Gold and such undertakings (aggregating their interests) have a significant interest and, for those purposes, "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act and "significant interest" means an interest in twenty per cent. or more of the equity capital of an undertaking.

If Jenington is required by the Panel to make an offer for KazakhGold Shares under the provisions of Rule 9 of the City Code Jenington may make such alterations to the above conditions as are necessary to comply with the provisions of that Rule.

3. Certain further terms of the Partial Offer

The Partial Offer is final and will not be increased, except that Jenington and/or Polyus Gold reserves the right to increase the Partial Offer in the event that any third party announces a firm intention to make an offer for any or all of the issued share capital of KazakhGold.

The Partial Offer will lapse unless all the conditions relating to the Partial Offer have been fulfilled or satisfied or (if capable of waiver) waived, at midnight on the twenty first day after the later of the Closing Date and the date on which the Partial Offer becomes or is declared unconditional as to acceptances, or in each case such later date as Jenington may, with the consent of the Panel or in accordance with the City Code, decide. Jenington shall be under no obligation to waive or treat as satisfied any of the conditions by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Partial Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such conditions may not be capable of fulfilment.

The Partial Offer will lapse (unless the Panel otherwise consents) if, before the Closing Date or the time and date when the Partial Offer becomes or is declared unconditional as to acceptances (whichever is the later), the Partial Offer, or any aspect of it, is referred to the Competition Commission or the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EC) No. 139/2004 or, following a referral by the European Commission to a competent authority in the United Kingdom under Article 9(1) of that Regulation, there is a subsequent reference to the Competition Commission.

If the Partial Offer lapses, the Partial Offer will cease to be capable of further acceptance and Jenington and accepting KazakhGold Shareholders shall then cease to be bound by Form of Acceptance or Form of Direction, as applicable, delivered at or before the time when the Partial Offer lapses.

The Partial Offer will be governed by English law and be subject to the jurisdiction of the English courts.

The Partial Offer will comply with the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and with the City Code.

Each of the conditions shall be regarded as a separate condition and shall not be limited by reference to any other condition.

The availability of the Partial Offer to KazakhGold Shareholders who are not resident in Jersey, the United Kingdom or the Russian Federation may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to such Overseas Shareholders will be contained in the Partial Offer Document.

Any KazakhGold Shares acquired under the Partial Offer will be acquired free from all liens, equities, charges, encumbrances, rights of pre-emption and other interests and rights and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions and other distributions (if any) declared, made or paid on or after the date of this announcement.

APPENDIX II

SOURCES AND BASES OF INFORMATION

In this announcement:

1. Unless otherwise stated:

(i) information relating to KazakhGold has been extracted without material adjustment from the audited financial statements of KazakhGold for the relevant financial year or from KazakhGold's unaudited interim results and trading statements;

(ii) information relating to Polyus Gold has been extracted without material adjustment from the audited financial statements of Polyus Gold for the relevant financial year or from Polyus Gold's unaudited interim results and trading statements.

2. Unless otherwise stated, all prices quoted for shares and/or depositary receipts are closing middle market prices and are derived from the Daily Official List of the London Stock Exchange (with respect to depositary receipts) or from MICEX (with respect to shares).

3. The approximate consideration per KazakhGold Share which KazakhGold Shareholders will be entitled to receive under the Partial Offer including the Buyback is calculated as follows:

(i) in relation to US$7.18 in cash: 0.423 Polyus Gold Consideration Shares multiplied by 84.86% multiplied by the Buyback price of US$20 per Buyback Share; and

(ii) in relation to 0.064 Polyus Gold Consideration Shares: 0.423 Polyus Gold Consideration Shares multiplied by 15.14% (representing the remainder of the Polyus Gold Consideration Shares not being repurchased under the Buyback).

4. The value of 50.1% of the issued and to be issued share capital of KazakhGold of approximately US$269 million is based upon 52,941,666 KazakhGold Shares in issue and 53,334 to be issued shares under option as at 11 June 2009 (being the last business day before this announcement) and an offer value of approximately US$10.13 per KazakhGold Share.

5. The implied value per KazakhGold Share of US$10.13 under the Partial Offer is based on the Closing Price of Polyus Gold Shares on MICEX of RUB1,423.94 and RUB/US$ exchange rate of 30.9277 quoted by the Central Bank of Russia on 11 June 2009 (being the last business day before this announcement).

6. The number of Polyus Gold Consideration Shares to be transferred as consideration pursuant to the Partial Offer, being 11,230,859 (assuming full acceptance of the Partial Offer and the Optionholders not exercising the Options) is based on 52,941,666 KazakhGold Shares in issue and 53,334 to be issued shares under option as at 11 June 2009 (being the last business day before this announcement). .

7. The number of Buyback Shares is calculated as 84.86 per cent. of the Polyus Gold Consideration Shares, equating to approximately 5.0 per cent. of the Polyus Gold Shares in issue as at 11 June 2009 (being the last business day before this announcement).

8. All share prices have been rounded to two decimal place and all percentages have been rounded to zero, one or two decimal places.

9. As at 11 June 2009 (being the last business day before this announcement), 52,941,666 KazakhGold Shares were in issue and 53,334 options over KazakhGold Shares were outstanding. Assuming that no further shares are issued (other than pursuant to the Options) or any further options are granted, upon completion of the Partial Offer Polyus Gold will acquire 26,550,495 KazakhGold Shares. The International Securities Identification Numbers for KazakhGold GDRs are RegS: SEDOL# B0R9139; CUSIP# 48667H105; ISIN# US48667H1059 and 144A: SEDOL# B29CXQ7; CUSIP# 48667H303; ISIN# US48667H3030.

10. As at 11 June 2009 (being the last business day before this announcement) 190,627,747 Polyus Gold Shares were in issue. The state registration number of the Polyus Gold Shares is 1-01-55192-E.

APPENDIX III

PROCEDURES FOR OPENING A RUSSIAN SECURITIES ACCOUNT

1. Background

KazakhGold Shareholders accepting the Partial Offer who wish to receive Polyus Gold Consideration Shares and do not have an existing Russian securities account into which the Polyus Gold Consideration Shares may be received, must open a Russian securities account in which the Polyus Gold Consideration Shares may be received either: (i) in the shareholders' register of Polyus Gold held by NRC; or (ii) with a Russian-licensed nominee holder/depositary that has a direct securities account in the register of Polyus Gold held by NRC or a "depo" account with an intermediary nominee holder/depositary which in turn, directly or indirectly through a series of nominee holders/depositaries, has a securities account in the register of Polyus Gold held by NRC.

Set out below is a description of the procedure for opening NRC securities accounts by KazakhGold Shareholders wishing to participate in the Partial Offer and receive the Polyus Gold Consideration Shares not subject to the Buyback. Your attention is drawn to the fact that, if you fail to follow these procedures (and are not otherwise capable of accepting a transfer of Russian securities), you will not be able to receive Polyus Gold Consideration Shares as consideration for the Partial Offer.

Please note that if you elect to open an NRC securities account, as described in more detail below, and receive Polyus Gold Consideration Shares in such NRC securities account as a result of your acceptance of the Partial Offer, then in order for you to be able to trade such Polyus Gold Consideration Shares on RTS and/or MICEX (the two Russian stock exchanges on which the Polyus Gold Shares are traded) you will need to: (i) make appropriate arrangements for trading with a Russian-licensed broker (which may or may not act as a Russian-licensed depositary) and open an account with a Russian-licensed depositary; and (ii) transfer the Polyus Gold Consideration Shares held by you from your NRC securities account to a "depo" account opened in your name with such Russian-licensed depositary. You will need to contact such Russian-licensed broker and/or depositary before taking any action, so as to determine what needs to be done in order for you to be able to trade Polyus Gold Consideration Shares.

Please note that KazakhGold Shareholders that already have Russian securities accounts in which the Polyus Gold Consideration Shares may be received, or that would prefer to open a Russian securities account with a Russian-licensed depositary, will be able to do so, provided that the relevant depositary is registered as a nominee holder in the register of Polyus Gold held by NRC or has a "depo" account with an intermediary nominee holder/depositary which in turn, directly or indirectly through a series of nominee holders/depositaries, has a securities account in the register of Polyus Gold held by NRC, and will only be required to provide details of their securities accounts (together with extracts from such accounts) in their Form of Acceptance or Form of Direction, as applicable.

The NRC securities account opening procedures will differ for KazakhGold Shareholders that are licensed professional participants in the Russian securities market (nominee holder or trustee).

If you have any questions about the NRC securities account opening procedures or if you are in any doubt as to the documents you are required to submit to NRC or NRC representatives or whether any such documents are sufficient for the opening of an NRC securities account, please call the helpline between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except UK and Russian public holidays) on (00800) 1020 1060 (from Austria, Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, New Zealand, Spain, Sweden, Switzerland and the UK), 1 866 201 4445 (from the United States) or +44 (0) 117 378 6015 (from any other country). Calls from Austria, Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, New Zealand, Spain, Sweden, Switzerland, the UK and the United States will be toll free. Calls from any other country will be charged depending upon the caller's location. Please note that calls may be monitored or recorded and that the helpline cannot provide financial advice or advise in the merits of the Partial Offer.

2. Procedure for opening an NRC securities account

(a) Addresses of NRC's office and representatives for submission of documents

(i) KazakhGold Shareholders wishing to accept the Partial Offer and receive Polyus Gold Consideration Shares not subject to the Buyback that do not currently have a Russian securities account will be able to open such an account by submitting certain required documents to NRC from 15 June 2009.

(ii) Documents to be submitted to NRC may be submitted in person to the following address:

(A) Moscow: 6 ul. Veressayeva, Moscow, Russia 121357; phone +7 (495) 440-63-24; +7 (495) 440-63-25; fax: +7 (495) 440-63-55.

NRC representatives will also be available in London at the following address, from the date of this announcement to the Closing Date, to receive documents from KazakhGold Shareholders wishing to open NRC securities accounts:

(B) London: Computershare Investor Services Plc, 2nd Floor, Vintners Place, Upper Thames Street, London EC4V 3BJ, United Kingdom; phone (00800) 1020 1060 (from Austria, Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, New Zealand, Spain, Sweden, Switzerland and the UK), 1 866 201 4445 (from the United States) or (+44) (0) 117 378 6015 (from any other country) or at kazakhgoldoffer@computershare.com.

(iii) In order to open an NRC securities account, you will need to submit to NRC a properly completed and signed standard questionnaire together with the other documents required by NRC specified in paragraph (b) below. The list of documents required to open an NRC securities account and the requirements with respect to such documents will depend on whether:

(A) you are an individual (see paragraph 2(b)(i) below) or a corporate entity (see paragraph 2(b)(ii) below);

(B) the documents for the opening of an NRC securities account are submitted directly by you or, if you are a corporate entity , by a person or persons authorised to represent you without a power of attorney, or by your duly authorised representative(s) acting on the basis of a power of attorney;

(C) the documents for the opening of an NRC securities account are submitted to an NRC office in Russia or to NRC's representatives in London; and

(D) if the relevant documents are submitted to NRC's representatives in London, whether you are a citizen (national) of, or are duly established in a country with English or Russian as its official language, or whether you are a citizen (national) of, or are duly established in a country having any language other than English or Russian as its official language.

If you are an individual KazakhGold Shareholder and are submitting the documents to NRC's representatives in London, you will also be required to provide NRC with a properly completed and signed form of consent to export your personal data from the UK to Russia. This form is available in English and must be obtained by you from NRC prior to, or at the same time as, submitting the documents required to open an NRC securities account to NRC's representatives in London.

(iv) Forms of the questionnaire required to open an NRC securities account may be obtained from NRC and NRC's representatives in London, as detailed in section 2(a)(ii) of this Appendix III. If the questionnaire is obtained from, and submitted to, NRC's representatives in London, such questionnaire will be bilingual (English/Russian) and may be completed in either English or Russian or in duplicate in both English and Russian. NRC's representatives in London will assist you with translation, if necessary. If the questionnaire is obtained from, and submitted to, the NRC office in the Russian Federation, such questionnaire will be in Russian only and will need to be completed in Russian (using English transcriptions where necessary). You will be provided with instructions on how to properly complete the questionnaire. Please note that some of the questions in the questionnaire will not be applicable to you if you are not a Russian individual or corporate entity. If you have any questions about the NRC securities account opening procedures or if you are in any doubt as to the documents you are required to submit to NRC or NRC representatives or whether any such documents are sufficient for the opening of an NRC securities account, please call the helpline between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except UK and Russian public holidays) on (00800) 1020 1060 (from Austria, Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, New Zealand, Spain, Sweden, Switzerland and the UK), 1 866 201 4445 (from the United States) or (+44) (0) 117 378 6015 (from any other country). Calls from Austria, Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, New Zealand, Spain, Sweden, Switzerland, the UK and the United States will be toll free. Calls from any other country will be charged depending upon the caller's location. Please note that calls may be monitored or recorded and that the helpline cannot provide financial advice or advise in the merits of the Partial Offer.

(v) In the questionnaire required to open an NRC securities account (see paragraph 2(a)(iv) above) you will have to specify the details of your bank account. You are urged to contact your bank to verify the details of your bank account. The specified bank account will be used primarily for the future payments of dividends (if any) declared by Polyus Gold. It is, therefore, recommended that you specify the details of your RUB bank account opened with a Russian-authorised bank. If you do not have a RUB bank account with a Russian-authorised bank, you will need to specify the details of your existing bank account with a non-Russian bank. However, it is strongly recommended that you check with your bank whether your bank has, directly or indirectly, a correspondent account with a Russian-authorised bank and, in addition to the details of your bank account, that you specify in the questionnaire the details of such correspondent account(s) and correspondent bank(s). Please note that correspondent banks may charge fees for money transfers; the banks may also need to convert RUB payments into other currency at their exchange rates. In the event that you are not able to specify in the questionnaire the details of your RUB bank account with a Russian-authorised bank, or the details of your account with a non-Russian bank together with the details of the correspondent account(s), Polyus Gold may not be able to transfer to you dividends (if any) payable in RUB and you may not be able to receive the dividends. You will also be able to change the details of your bank account in the future by notifying NRC in due course. If you are an individual (only) you will have the option to receive dividends (if any) by postal transfer to an address in Russia (only).

(vi) The documents required to open an NRC securities account by KazakhGold Shareholders that are individuals may be submitted to NRC either personally or by an authorised representative acting on the basis of a duly executed power of attorney (see paragraph 2(d) below). The questionnaire (see paragraph 2(a)(iv) above) must be signed by the relevant individual KazakhGold Shareholder.

(vii) The documents required to open an NRC securities account by KazakhGold Shareholders that are corporate entities may be submitted to NRC by a representative that either is authorised to represent the relevant KazakhGold Shareholder without a power of attorney on the basis of such corporate entity's constitutional documents, or that acts on the basis of a duly executed power of attorney (see paragraph 2(d) below). The questionnaire (see paragraph 2(a)(iv) above) must be signed by (an) authorised representative(s) of the relevant KazakhGold Shareholder having the right to represent such KazakhGold Shareholder without a power of attorney.

(b) Documents required to open an NRC securities account

In order to open an NRC securities account, you are required to provide the documents listed below.

(i) KAZAKHGOLD SHAREHOLDERS THAT ARE INDIVIDUALS

(A) If you are an individual and you sign the questionnaire in the presence of an NRC representative in London and you hold a passport or other form of identification set out below in English or Russian, or having an English or Russian transcription/transliteration:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above); and

• a passport or other form of identification:

for non-Russian citizens:

- a non-Russian (foreign national) passport; or

- a stateless person form of identification, or

for Russian citizens:

- a passport; or

- a serviceman's identification card; or

- a seaman's passport.

(B) If you are an individual and you sign the questionnaire in the presence of an NRC representative in London and you do not hold a passport or other form of identification set out below in English or Russian, or having an English or Russian transcription/transliteration:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above); and

• a non-Russian (foreign national) passport or stateless person form of identification.

A copy of the passport or stateless person form of identification must be certified by a notary public (a public official that, amongst other things, notarises legal documents and may also administer and take oaths and affirmations). The notarial certification must then be legalised by way of consular legalisation (if you are resident in a state which is not party to the Hague Convention establishing apostille requirements) or certified with an apostille. The notarised and legalised or apostilled (as appropriate) copy of the passport or stateless person form of identification must then be translated into Russian, with such translation to be notarised by a Russian notary or equivalent official (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are a citizen or national of a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the notarised copy of the passport or stateless person form of identification would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom, the US, nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

(C) If you are an individual and you do not sign the questionnaire in the presence of an NRC representative and you provide the questionnaire and copies of the other documents required (as appropriate) in English or Russian (or having an English or Russian transcription/transliteration) to NRC's representatives in London:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above);

The signature on the questionnaire must be certified by a notary public (a public official that, amongst other things, notarises legal documents and that may also administer and take oaths and affirmations). If the notarial certification on the questionnaire is effected by a notary public outside of the Russian Federation (and, for the avoidance of doubt, such notarial certification is in English), such notarial certification must be legalised by way of consular legalisation (if you are resident in a state which is not party to the Hague Convention) or certified with an apostille. Please note that if you are a citizen or national of a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required. However, neither the United Kingdom or most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

• a copy of a passport or other form of identification:

for non-Russian citizens:

- a non-Russian (foreign national) passport; or

- a stateless person form of identification, or

The copy of the passport or other form of identification must be certified by a notary public (a public official that, amongst other things, notarises legal documents and that may also administer and take oaths and affirmations). If the notarial certification is effected by a notary public outside of the Russian Federation (and, for the avoidance of doubt, such notarial certification is in English), such notarial certification must be legalised by way of consular legalisation (if you are resident in a state which is not party to the Hague Convention) or certified with an apostille. Please note that if you are a citizen or national of a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required. However, neither the United Kingdom or most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

for Russian citizens:

- a passport; or

- a serviceman's identification card; or

- a seaman's passport;

and

• where the questionnaire and other documents are submitted by an authorised representative, a properly issued and certified power of attorney (see paragraph 2(d) below).

(D) If you are an individual and you do not sign the questionnaire in the presence of an NRC representative and you provide the questionnaire and copies of the other documents required (as appropriate) in a language other than English or Russian to NRC's representatives in London:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above); and

The signature on the questionnaire must be certified by a notary public (a public official that, amongst other things, notarises legal documents and may also administer and take oaths and affirmations). If the notarial certification of the questionnaire is effected by a notary public outside of the Russian Federation such notarial certification must be legalised by way of consular legalisation (if you are resident in a state which is not party to the Hague Convention) or certified with an apostille. The questionnaire, including the notarial certification and, where applicable, the consular legalisation or apostille, must then be translated into Russian, with such translation to be notarised by a Russian notary or equivalent official (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are a citizen or national of a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the questionnaire, including the notarial certification, would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom nor the US and most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

• a copy of a non-Russian (foreign national) passport or stateless person form of identification; and

A copy of the passport or stateless person form of identification must be certified by a notary public (a public official that, amongst other things, notarises legal documents and may also administer and take oaths and affirmations). The notarial certification must then be legalised by way of consular legalisation (if you are resident in a state which is not party to the Hague Convention) or certified with an apostille. The notarised and legalised or apostilled (as appropriate) copy of the passport or stateless person form of identification must then be translated into Russian, with such translation to be notarised by a Russian notary or equivalent official (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are a citizen or national of a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the notarised copy of the passport or stateless person form of identification would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom nor the US and most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

• where the questionnaire and other documents are submitted by an authorised representative, a properly issued and certified power of attorney (see paragraph 2(d) below).

(E) If you are an individual and you sign the questionnaire in the presence of an NRC representative at an NRC office in the Russian Federation:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above); and

• a passport or some other form of identification:

for non-Russian citizens:

- a non-Russian (foreign national) passport; or

- a stateless person form of identification, or

If the passport or stateless person form of identification does not have a Russian transcription/transliteration, a copy of the passport or stateless person form of identification must be certified by a notary public (a public official that, amongst other things, notarises legal documents and may also administer and take oaths and affirmations). The notarial certification must then be legalised by way of consular legalisation (if you are resident in a state which is not party to the Hague Convention) or certified with an apostille. The notarised and legalised or apostilled (as appropriate) copy of the passport or stateless person form of identification must then be translated into Russian, with such translation to be notarised by a Russian notary or equivalent official (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are a citizen or national of a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the notarised copy of the passport or stateless person form of identification would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

for Russian citizens:

- a passport;

- a military service card, temporary military service card or other form of military identification;

- a temporary form of identification issued for the period during which a passport is being duly processed;

- a form of identification with which you legally entered Russia (if your permanent residence is outside the Russian Federation); or

- a seaman's passport.

(F) If you are an individual and you do not sign the questionnaire in the presence of an NRC representative and you provide the questionnaire and copies of the other documents required (as appropriate) to an NRC office in the Russian Federation:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above);

The signature on the questionnaire must be certified by a notary public (a public official that, amongst other things, notarises legal documents and may also administer and take oaths and affirmations). If the notarial certification of the questionnaire is effected by a notary public outside of the Russian Federation such notarial certification must be legalised by way of consular legalisation (if you are resident in a state which is not party to the Hague Convention) or certified with an apostille. The questionnaire, including the notarial certification and, where applicable, the consular legalisation or apostille, must then be translated into Russian, with such translation to be notarised by a Russian notary or equivalent official (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are a citizen or national of a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the questionnaire, including the notarial certification, would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

• a copy of a passport copy or other form of identification:

for non-Russian citizens:

- a non-Russian (foreign national) passport; or

- a stateless person form of identification, or

If the passport or stateless person form of identification does not have a Russian transcription/transliteration, a copy of the passport or stateless person form of identification must be certified by a notary public (a public official that, amongst other things, notarises legal documents and may also administer and take oaths and affirmations). The notarial certification must then be legalised by way of consular legalisation (if you are resident in a state which is not party to the Hague Convention) or certified with an apostille. The notarised and legalised or apostilled (as appropriate) copy of the passport or stateless person form of identification must then be translated into Russian, with such translation to be notarised by a Russian notary or equivalent official (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are a citizen or national of a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the notarised copy of the passport or stateless person form of identification would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom , the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

for Russian citizens:

- a passport;

- a military service card, temporary military service card or other form of military identification;

- a temporary form of identification issued for the period during which a passport is being duly processed;

- a form of identification with which you legally entered Russia (if your permanent residence is outside the Russian Federation); or

- a seaman's passport;

and

• where the questionnaire and other documents are submitted by an authorised representative, a properly issued and certified power of attorney (see paragraph 2(d) below).

(ii) KAZAKHGOLD SHAREHOLDERS THAT ARE CORPORATE ENTITIES

(A) If you are a corporate entity and your authorised representative(s) sign(s) the questionnaire in the presence of an NRC representative and you submit the other documents required (as appropriate) in English or Russian (provided that English or Russian, respectively, is the official language of the country where such documents were issued) to NRC's representatives in London:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above);

Questionnaires must be duly signed in the manner prescribed by your constitutional documents (as set out the following three bullet-points), by a person or persons authorised to represent you without a power of attorney. The questionnaire must include a sample of your seal or, if you do not have one, you must submit a document citing the relevant legislation confirming that a seal is not required in your jurisdiction.

The signature(s) of your authorised representative(s) must be certified by a notary public (a public official that, amongst other things, notarises legal documents and that may also administer and take oaths and affirmations). If the notarial certification on the questionnaire is effected by a notary public outside of the Russian Federation such notarial certification must be legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille. Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

• a copy of your charter or equivalent constituent document, notarised or certified by the relevant registration authority;

• a copy of your certificate of state registration, notarised or certified by the relevant registration authority;

If you are a non-Russian corporate entity, then by way of example, such documents may include one of the following:

-- a certificate of incorporation;

-- an extract from the trade and industrial chamber register;

-- a statement by a relevant court;

-- an open register (with respect to the Main Register of Lichtenstein); etc.

• a document confirming the appointment of the person or persons entitled to act on your behalf without a power of attorney (either an original or a notarised copy, legalised or certified with an apostille (as appropriate), or, if you are a Russian corporate entity, a copy certified with the company's seal); and

By way of example, and depending on the circumstances, the following documents may also be used to confirm the authority of a person or persons to represent you without a power of attorney:

-- a certificate with respect to confirmation of directors;

-- a members' resolution or a resolution of the board of directors, if applicable; or

-- a statement from the relevant trade register.

If you are a non-Russian corporate entity, the documents set out in the preceding three bullet-points must also be legalised by way of consular legalisation (if you are resident of a state which is not party to the Hague Convention) or certified with an apostille. Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

• an original or notarised copy of a bank card (a document filled out by clients of a bank for the purposes of opening of a bank account) with the specimen signatures of the person(s) having a right of "first signature" (which would ordinarily include persons having the right to represent a corporate entity without a power of attorney) and a sample of your seal. Signatures on the bank card must be notarised (and, if you are a foreign corporate entity, also legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille).

If you are a non-Russian corporate entity, the above will not be required where the signature(s) to the questionnaire is/are certified by a notary public and legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille. Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

(B) If you are a corporate entity and your authorised representative(s) sign(s) the questionnaire in the presence of an NRC representative and you submit copies of the other documents required (as appropriate) in a language other than English or Russian to NRC's representatives in London:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above);

Questionnaires must be duly signed in the manner prescribed by your constitutional documents (as set out in the following three bullet-points), by a person or persons authorised to represent you without a power of attorney. The questionnaire must include a sample of your seal or, if you do not have one, you must submit a document citing the relevant legislation confirming that a seal is not required in your jurisdiction.

The signature(s) of your authorised representative(s) must be certified by a notary public (a public official that, amongst other things, notarises legal documents and that may also administer and take oaths and affirmations). The notarial certification must be legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille. The questionnaire, as well as the notarial certification and the consular legalisation or apostille (as appropriate) must then be translated into Russian, with such translation to be notarised by a Russian notary or equivalent official (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the questionnaire, as well as the notarial certification, would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

• a copy your charter or equivalent constituent document, notarised or certified by the relevant registration authority;

• a copy of your certificate of state registration, notarised or certified by the relevant registration authority;

If you are a non-Russian corporate entity, then by way of example, such documents may include one of the following:

-- a certificate of incorporation;

-- an extract from the trade and industrial chamber register;

-- a statement by a relevant court;

-- an open register (with respect to the Main Register of Lichtenstein); etc.

By way of example, and depending on the circumstances, the following documents may also be used to confirm the authority of a person or persons to represent you without a power of attorney:

-- a certificate with respect to confirmation of directors;

-- a members' resolution or a resolution of the board of directors, if applicable; or

-- a statement from the relevant trade register.

The documents set out in the three preceding bullet-points must also be (i) legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille, and (ii) accompanied by a notarised translation into Russian, including the translation of all signs or seals (including the consular legalisation or apostille, as appropriate) (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the documents set out in the three preceding bullet-points would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

If you are a non-Russian corporate entity, the above will not be required where the signature(s) to the questionnaire is/are certified by a notary public and legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille. Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the notarised questionnaire would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

(C) If you are a corporate entity and your authorised representative(s) do(es) not sign the questionnaire in the presence of an NRC representative and you submit the other documents required (as appropriate) in English or Russian (provided that English or Russian, respectively, is the official language of the country where such documents were issued) to NRC's representatives in London:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above);

• a copy of your charter or equivalent constituent document, notarised or certified by the relevant registration authority;

• a copy of your certificate of state registration, notarised or certified by the relevant registration authority;

If you are a non-Russian corporate entity, then by way of example, such documents may include by one of the following:

-- a certificate of incorporation;

-- an extract from the trade and industrial chamber register;

-- a statement by a relevant court;

-- an open register (with respect to the Main Register of Lichtenstein); etc.

By way of example, and depending on the circumstances, the following documents may also be used to confirm the authority of a person or persons to represent you without a power of attorney:

-- a certificate with respect to confirmation of directors;

-- a members' resolution or a resolution of the board of directors, if applicable; or

-- a statement from the relevant trade register.

If you are a non-Russian corporate entity, the documents set out in the three preceding bullet-points must also be legalised by way of consular legalisation (if you are resident of a state which is not party to the Hague Convention) or certified with an apostille. Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

• where the questionnaire and other documents are submitted by an authorised representative acting on the basis of a power of attorney, a properly issued and certified power of attorney (see paragraph 2(d) below).

(D) If you are a corporate entity and your authorised representative(s) do(es) not sign the questionnaire in the presence of an NRC representative and you provide copies of the other documents required (as appropriate) in a language other than English or Russian to NRC's representatives in London:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above);

The signature(s) of your authorised representative(s) must be certified by a notary public (a public official that, amongst other things, notarises legal documents and that may also administer and take oaths and affirmations). The notarial certification must be legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille. The questionnaire, as well as the notarial certification and the consular legalisation or apostille (as appropriate) must then be translated into Russian, with such translation to be notarised by a Russian notary or equivalent official (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the questionnaire, as well as the notarial certification, would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

• a copy of your charter or equivalent constituent document, notarised or certified by the relevant registration authority;

• a copy of your certificate of state registration, notarised or certified by the relevant registration authority;

If you are a non-Russian corporate entity, then by way of example, such documents may include one of the following:

-- a certificate of incorporation;

-- an extract from the trade and industrial chamber register;

-- a statement by a relevant court;

-- an open register (with respect to the Main Register of Lichtenstein); etc.

By way of example, and depending on the circumstances, the following documents may also be used to confirm the authority of a person or persons to represent you without a power of attorney:

-- a certificate with respect to confirmation of directors;

-- a members' resolution or a resolution of the board of directors, if applicable; or

-- a statement from the relevant trade register.

If you are a non-Russian corporate entity, the above will not be required where the signature(s) to the questionnaire is/are certified by a notary public and legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille. Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the notarised questionnaire would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

(E) If you are a corporate entity and your authorised representative(s) sign(s) the questionnaire in the presence of an NRC representative and you submit the documents required (as appropriate) to an NRC office in the Russian Federation:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above);

• a copy of your charter or equivalent constituent document, notarised or certified by the relevant registration authority;

• a copy of your certificate of state registration, notarised or certified by the relevant registration authority;

If you are a non-Russian corporate entity, then by way of example, such documents may include one of the following:

-- a certificate of incorporation;

-- an extract from the trade and industrial chamber register;

-- a statement by a relevant court;

-- an open register (with respect to the Main Register of Lichtenstein); etc.

By way of example, and depending on the circumstances, the following documents may also be used to confirm the authority of a person or persons to represent you without a power of attorney:

-- a certificate with respect to confirmation of directors;

-- a members' resolution or a resolution of the board of directors, if applicable; or

-- a statement from the relevant trade register.

If you are a non-Russian corporate entity, the documents set out in the three preceding bullet-points must also be (i) legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille, and (ii) accompanied by a notarised translation into Russian, including the translation of all signs or seals (including the consular legalisation or apostille, as appropriate) (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the documents set out in the three preceding bullet-points would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

If you are a non-Russian corporate entity, the above will not be required where the signature(s) to the questionnaire is/are certified by a notary public and legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille. Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification apostilled, such legalisation or apostillation may not be required, although the notarised questionnaire would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention other than the Hague Convention. Should you have any questions, please call the helpline as detailed in section 1.

(F) If you are a corporate entity and your authorised representative(s) do(es) not sign the questionnaire in the presence of an NRC representative and you submit the other documents (as appropriate) to an NRC office in the Russian Federation:

• a properly completed and signed questionnaire (see paragraph 2(a)(iv) above);

If you are a non-Russian corporate entity, the signature(s) of your authorised representative(s) to the questionnaire must be certified by a notary public and, if such certification is effected outside of the Russian Federation, the notarial certification must be legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille. The questionnaire, as well as the notarial certification and the consular legalisation or apostille (as appropriate) must then be translated into Russian, with such translation to be notarised by a Russian notary or equivalent official (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the questionnaire, as well as the notarial certification, would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1

• a copy of your charter or equivalent constituent document, notarised or certified by the relevant registration authority;

• a copy of your certificate of state registration, notarised or certified by the relevant registration authority;

If you are a non-Russian corporate entity, then by way of example, such documents may include one of the following:

-- a certificate of incorporation;

-- an extract from the trade and industrial chamber register;

-- a statement by a relevant court;

-- an open register (with respect to the Main Register of Lichtenstein); etc.

• a document confirming the appointment of the person or persons entitled to act on your behalf without a power of attorney (either an original or a notarised copy, legalised or certified with an apostille, or, if you are a Russian corporate entity, a copy certified with the company's seal);

By way of example, and depending on the circumstances, the following documents may also be used to confirm the authority of a person or persons to represent you without a power of attorney:

-- a certificate with respect to confirmation of directors;

-- a members' resolution or a resolution of the board of directors, if applicable; or

-- a statement from the relevant trade register.

If you are a non-Russian corporate entity, the documents set out in the three preceding bullet-points must also be (i) legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille, and (ii) accompanied by a notarised translation into Russian, including the translation of all signs or seals (including the consular legalisation or apostille, as appropriate) (please refer to section 5 below for more details on where notarisation of a Russian translation may be obtained). Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the documents set out in the three preceding bullet-points would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

If you are a non-Russian corporate entity, the above will not be required where the signature(s) to the questionnaire is/are certified by a notary public and legalised by way of consular legalisation (if you are incorporated in a state which is not party to the Hague Convention) or certified with an apostille. Please note that if you are incorporated in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the notarised questionnaire would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

If you have any questions about the NRC securities account opening procedures or if you are in any doubt as to the documents you are required to submit to NRC or NRC representatives or whether any such documents are sufficient for the opening of an NRC securities account, please call the helpline between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except UK and Russian public holidays) on (00800) 1020 1060 (from Austria, Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, New Zealand, Spain, Sweden, Switzerland and the UK), 1 866 201 4445 (from the United States) or (+44) (0) 117 378 6015 (from any other country). Calls from Austria, Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, New Zealand, Spain, Sweden, Switzerland, the UK and the United States will be toll free. Calls from any other country will be charged depending upon the caller's location. Please note that calls may be monitored or recorded and that the helpline cannot provide financial advice or advise in the merits of the Partial Offer.

If you submit English-language documents issued in a state having English as its official language, certified by a notary and legalised or apostilled, as appropriate, to NRC's representatives in London (at the address specified in paragraph 2(a)(ii) above), NRC will arrange for the translation of the relevant English-language documents into Russian at no cost to the KazakhGold Shareholder submitting the documents.

Alternatively, or where required, you may apply to Russian embassies or consulates located in the country of your residence or location to have the relevant documents translated into Russian and to have such translation notarised. However, you will be responsible for any costs incurred. Russian embassies and consulates may be able to assist in locating Russian translation agencies.

The address and telephone number of the consular section of the Russian embassy in London, as well as other details, may be obtained from the following website: http://www.rusemblon.org/default.aspx. The list of translation agencies recommended by the consular section of the Russian embassy in London for the purpose of obtaining Russian translations may be found at the following address: http://www.rusemblon.org/default.aspx.

Please note that following completion of the Partial Offer and the transfer of the Polyus Gold Consideration Shares to the NRC securities accounts of the relevant KazakhGold Shareholders, further communication by NRC with KazakhGold Shareholders having received Polyus Gold Consideration Shares in their NRC securities accounts will be in Russian.

(d) Power of attorney

KazakhGold Shareholders are urged to take independent legal advice prior to issuing a power of attorney with respect to opening a Russian securities account.

A form of such power of attorney may be obtained from NRC. The following is only a guide to the requirements for such powers of attorney.

Unless otherwise stated below, all powers of attorney issued by KazakhGold Shareholders to their authorised representatives (including nominee holders) must be issued in accordance with Art. 185 of the Civil Code of the Russian Federation. If the power of attorney consists of several pages, such pages must be bound by a notary.

Powers of attorney issued by KazakhGold Shareholders that are individuals must be notarised and, where the power of attorney is issued outside of Russia, legalised or certified with an apostille (see below).

In cases where a power of attorney is issued by a KazakhGold Shareholder having a place of residence or location outside the Russian Federation, such power of attorney must be: (i) notarised in the jurisdiction where the respective KazakhGold Shareholder is located or resides; (ii) duly legalised or certified with an apostille; and (iii) if the power of attorney and/or notarisation legend and/or legalisation legend or apostille is issued in a language other than Russian, such power of attorney and/or respective legend or apostille must be translated into Russian and notarised by a Russian notary public or, where such translation is notarised outside the Russian Federation, by a competent consular officer. Powers of attorney issued, notarised and legalised or apostilled in English by KazakhGold Shareholders having a place of residence or location in a country where English is the official language and submitted to representatives of NRC in London may be submitted without a Russian translation. Please note that if you are duly established or have permanent residency in a state that has entered into a multi- or bilateral international treaty or convention with the Russian Federation authorising the acceptance of official documents issued by the competent authorities of the relevant state without further legalisation or certification with an apostille, such legalisation or apostillation may not be required, although the notarised power of attorney would need to be translated into Russian, with such translation notarised. However, neither the United Kingdom, the US nor most of the EU member states are party to any such treaty or convention. Should you have any questions, please call the helpline as detailed in section 1.

Powers of attorney issued by KazakhGold Shareholders to their authorised representatives (including nominee holders) should provide for at least the following authorities of the attorney: (i) to submit questionnaires on behalf of the KazakhGold Shareholder; (ii) to submit documents to and to receive documents from NRC; and (iii) where appropriate, to re-delegate the authorities granted by the power of attorney.

(e) Russian-licensed brokers

In order for you to be able to trade any Polyus Gold Consideration Shares, which you may receive as a result of your acceptances under the Partial Offer on RTS and/or MICEX, the two Russian stock exchanges on which the Polyus Gold Shares are traded, you will need to make appropriate arrangements for such trading with a Russian-licensed broker and, if required, a Russian licensed depositary. Whilst we give no guidance and can make no representation in respect of the costs of Russian licensed brokers, KazakhGold Shareholders who, as a result of the Partial Offer, hold a very small number of Polyus Gold Shares should be aware that the costs associated with trading in their Polyus Gold Shares may exceed the value of those shares.

3. Timing for opening NRC securities accounts

(a) NRC will open a securities account and confirm account details within 3 (three) calendar days following submission of all the necessary documents in a form satisfactory to NRC, in accordance with the requirements listed above.

(b) NRC will notify the relevant KazakhGold Shareholder of the details of the opened account and will provide an extract from the account (please note that it may take NRC up to 5 (five) calendar days to produce such an extract). The referenced notifications will be provided in Russian with an English translation. The account extract provided by NRC will be sufficient evidence of having opened an account when submitting the Form of Acceptance or Form of Direction, as applicable.

4. Fees charged by NRC

(a) Fees for opening an NRC securities account and the initial transfer fee

(i) NRC will charge a fee for the opening of an NRC securities account, which, as of the date hereof totals RUB 11.80 (inclusive of VAT) or approximately US$0.40. If a KazakhGold Shareholder submits documents required to open NRC securities accounts to NRC's representatives in London, such fee will be borne by Jenington.

(ii) Transfer fees with respect to the re-registration of Polyus Gold Consideration Shares in the register held by NRC in connection with the Partial Offer will be borne by Jenington. Any fees charged by and payable to depositaries/brokers/nominee holders and other representatives will be borne by the relevant KazakhGold Shareholders.

(b) Other ongoing fees

(i) Any further transfers of Polyus Gold Consideration Shares credited to NRC securities accounts of KazakhGold Shareholders or their nominee holders pursuant to the Partial Offer will be effected for the account of the relevant KazakhGold Shareholder. For example, in cases where any KazakhGold Shareholder intends to transfer its Polyus Gold Consideration Shares from its NRC securities account to a "depo" account with a Russian-licensed depositary acting as nominee holder, NRC will charge a fee for such transfer which, as at the date hereof, constitutes RUB 2,000 exclusive of VAT, which totals RUB 2,360 inclusive of VAT, or approximately US$80.00.

(ii) A detailed breakdown of all applicable fees may be obtained from NRC upon request and may be found in Russian on NRC's website (www.nrcreg.ru).

Fees charged by NRC indicated herein are provided as of the date hereof and may be subject to change by NRC.

5. Having documents legalised, apostilled or notarised

(a) General comments

Below are some brief guidelines for having documents notarised, legalised or apostilled:

(i) A notary is a public official that, amongst other things, notarises legal documents and may also administer and take oaths and affirmations. For the purposes of authentication, most countries require commercial or personal documents which originate from, or are signed in, another country to be notarised before they may be used or officially recorded or before they can have any legal effect. The document bearing a notary stamp would then need to be legalised or apostilled to confirm that it is coming from a notary (please see paragraphs (ii) and (iii) below). Please contact a notary in your jurisdiction of residence or incorporation or your legal adviser for further details.

(ii) Legalisation is an official confirmation that a signature, seal or stamp on a document (including a notary stamp) is genuine. In the absence of any special provisions in an international agreement or convention, official documents are typically legalised by way of consular legalisation. Where two countries (the country issuing the document and the country in which the document is being used) are parties to the Hague Convention, legalisation can be done by affixing an apostille to the relevant public document (i.e. by having the document apostilled) (see paragraph (iii) below).

(iii) An apostille is a special seal used to legalise official documents whenever an official document from a country that is party to the Hague Convention is needed to be used or presented in another country which is also party to the Hague Convention. As noted in paragraph (ii) above, an apostille can be used if both countries (the country issuing the document and the country in which the document will be used) are parties to the Hague Convention. The apostille certificate confirms that the person signing the public document has the authority to do so and that the document should therefore be recognised as having legal effect without further evidence in another state that is also member to the Hague Convention. For the purposes of the Hague Convention, public documents are documents emanating from an authority or official connected with a court or tribunal of the relevant state (including documents issued by an administrative, constitutional or ecclesiastical court or tribunal, a public prosecutor, a clerk or a process-server); administrative documents; notarial acts (including notarial authentications of signatures); and official certificates. The main examples of public documents for which apostilles are issued in practice include, amongst others, extracts from commercial registers and other registers; patents; court rulings; notarial acts and notarial attestations of signatures.

Apostilles may only be issued by a competent authority designated by the country in which the public document has been executed. The following link provides the list of competent authorities designated by each country which is party to the Hague Convention, the contact details of such competent authorities and other practical information: http://www.hcch.net/index_en.php?act=conventions.authorities&cid=41.

A list of parties to the Hague Convention may be found at the following address: http://www.hcch.net/index_en.php?act=conventions.status&cid=41. Please note that both the Russian Federation and the UK are parties to the Hague Convention.

(b) Having documents notarised and apostilled in the UK

KazakhGold Shareholders resident or incorporated in the UK may find out more about having documents:

• notarised, by contacting The Notary Society (found at the following address: http://www.thenotariessociety.org.uk/) by fax: + 44 (0) 1394 383 772, or by e-mail: admin@thenotariessociety.org.uk;

• legalised (apostilled), by contacting The Foreign and Commonwealth Office (found at the following address: http://www.fco.gov.uk) by phone: + 44 (0) (1908) 295 111, by fax: + 44 (0) (1908) 295 122, or by e-mail: legalisationoffice@fco.gov.uk. There may be service providers that could assist you with obtaining an apostille. Please contact your legal advisers should you require any further information or assistance in this regard.

KazakhGold Shareholders resident or incorporated outside the UK are advised to check the requirements of their specific jurisdiction of residence or incorporation, which may not be the same as those used in the UK, to determine how documents may be legalised, apostilled or notarised in such jurisdictions.

6. Details of "depo" accounts

Please note that if you already have, or if you open, a "depo" account with a Russian-licensed depositary for the receipt of Polyus Gold Consideration Shares, you will be required to provide an extract from your "depo" account (or, if there are one or several "intermediary" depositaries, also provide either (i) a consolidated extract issued by the depositary registered directly in the register held by NRC, or (ii) a set of extracts from each of the depositaries in the chain) together with the following information and details with respect to such "depo" account, to ensure that the delivery of the Polyus Gold Consideration Shares to you may be effected. Please consult with your depositary before providing information relating to your Russian securities account to ensure that the information provided will be sufficient for the purposes of providing a description of the basis for the transfer of securities to be included in the transfer order for the transfer of Polyus Gold Consideration Shares, so as to ensure that such Polyus Gold Consideration Shares credit your "depo" account. If necessary, please provide any additional details in the relevant section of your Form of Acceptance or Form of Direction, as applicable.

• full name of the depositary, with which your "depo" account is opened, preferably in both English and Russian;

• the number of your "depo" account with the depositary set out above;

• number and date of the depositary agreement entered into between you and the depositary;

• if there are any "intermediary" depositaries, please provide the following information with respect to each of them:

-- full name of the "intermediary" depositary, preferably in both English and Russian;

-- number of a "depo" account opened by such "intermediary" depositary to the depositary, with which you have a "depo" account, or, if there are a number of "intermediary" depositaries, "depo" account number of each such "intermediary" depositary with the other "intermediary" depositary; and

-- number and date of the inter-depositary agreement(s) entered into between your depositary and such "intermediary" depositary or, if applicable, between the intermediary depositaries,

(please consult with your depositary before providing such information); and

• the number of the account of the nominee holder in the register of Polyus Gold held by NRC assigned to your depositary or to the respective "intermediary" depositary having an account directly in the register as well as name, number and date of issuance of the document (certificate) confirming state registration / certification of such depositary and name of state authority that has issued such certificate (effected state registration).

Please note that it is essential for the delivery of Polyus Gold Consideration Shares to you that you indicate the account number of the respective nominee holder in the register held by NRC as well as details of state registration certificate of such depositary as set out above.

By way of example, if you have a "depo" account opened with depositary "A", which has a "depo" account opened with depositary "B", which has a "depo" account opened with depositary "C", and depositary "C" has a nominee holder account in the register of Polyus Gold held by NRC, depositaries "B" and "C" are "intermediary" depositaries, and you would be required to provide the following information:

• full name of depositary "A", the number of your "depo" account with depositary "A" and the date and number of the depositary agreement between you and depositary "A";

• full name of depositary "B", the number of the "depo" account opened with depositary "A" by depositary "B" and the date and number of the depositary agreement between depositary "A" and depositary "B";

• full name of depositary "C", the number of the "depo" account opened with depositary "B" by depositary "C" and the date and number of the depositary agreement between depositary "B" and depositary "C"; and

• the number of depositary "C"'s nominee holder account in the register of Polyus Gold held by NRC, as well as name, number and date of issuance of the document (certificate) confirming state registration / certification of depositary "C" and name of state authority that has issued such certificate (effected state registration).

If there are no "intermediary" depositaries and you have a "depo" account with depositary "A", which has a nominee holder account in the register of Polyus Gold held by NRC, you would be required to provide the following information:

• full name of depositary "A", the number of your "depo" account with depositary "A" and the date and number of the depositary agreement between you and depositary "A"; and

• the number of depositary "A"'s nominee holder account in the register of Polyus Gold held by NRC, as well as name, number and date of issuance of the document (certificate) confirming state registration / certification of depositary "A" and name of state authority that has issued such certificate (effected state registration).

Please note that failure to provide full and correct details of your "depo" account may result in the inability of Jenington to deliver Polyus Gold Consideration Shares to you.

Please consult your depositary as to the actions you need to undertake to receive Polyus Gold Consideration Shares in your "depo" account. Should your depositary require any instructions from you in respect of the receipt of the securities, any such instruction should indicate the following reason for the receipt of the specified number of Polyus Gold Consideration Shares: "Partial Offer by Jenington International Inc. to acquire 50.1 per cent. of the issued and to be issued shares in KazakhGold Group Limited" and the date of the Partial Offer Document.

APPENDIX IV

DEFINITIONS

In this announcement, the following definitions apply unless the context requires otherwise. The plural includes the singular and vice versa in these definitions, unless the context otherwise requires.

"Annual General Meeting" or "AGM"	the annual general meeting of KazakhGold to be held on 15 July 2009 to, among other things, consider and, if deemed appropriate, approve a resolution to increase the authorised share capital of KazakhGold in connection with the Equity Capital Raising;
"Backstop Underwriting Agreement"	the agreement dated 12 June 2009 between Jenington and KazakhGold in connection with the Equity Capital Raising;
"Board" or "Directors" or "Board of KazakhGold"	the board of directors of KazakhGold;
"BNYM"	The Bank of New York Mellon;
"business day"	a day, not being a Saturday, Sunday or public holiday, on which banks in London and Moscow are open for general non-automated business;
"Buyback"	the buyback of 84.86 per cent. of the Polyus Gold Consideration Shares by Jenington at US$20 per Buyback Share;
"Buyback Shares"	approximately 5.0 per cent. of Polyus Gold Shares, representing 84.86 per cent. of the Polyus Gold Consideration Shares;
"Canaccord Adams"	Canaccord Adams Limited;
"City Code"	the City Code on Takeovers and Mergers;
"Clearing System"	any of Euroclear Bank N.V./S.A., as operator of the Euroclear system, Clearstream Banking S.A., or The Depositary Trust Company, as the context may require;
"Closing Date"	3.00 p.m. on the first closing date of the Partial Offer, or such later time(s) and/or date(s) as Jenington may, subject to the City Code, decide;
"Closing Price"	(i) the closing middle market quotation of a KazakhGold GDR as derived from the Daily Official List or (ii) the closing price of a Polyus Gold Share on MICEX, as the context so requires;
"Companies Act"	the Companies Act 1985, the Companies Act 1989 and the Companies Act 2006 (as amended) each of the United Kingdom;
"Computershare"	Computershare Investor Services (CI) Ltd;
"Conditions"	the conditions set out in Appendix I of this announcement;
"Daily Official List"	the daily official list of the London Stock Exchange;
"Equity Capital Raising"	the proposed issue of new equity capital by KazakhGold, following completion of the Partial Offer, to raise an amount of US$100 million which has been underwritten by Jenington;
"Form of Acceptance"	the form of acceptance and authority for use in connection with the Partial Offer which will accompany the Partial Offer Document to be completed by KazakhGold Registered Shareholders;
"Form of Direction"	the form of direction for use in connection with the Partial Offer which will accompany the Partial Offer Document to be completed by KazakhGold GDR Holders who wish to participate in the Partial Offer;
"FSA"	the Financial Services Authority of the United Kingdom;
"FSMA"	the Financial Services and Markets Act 2000, as amended;
"Gold Lion"	Gold Lion Holdings Limited, a shareholder in KazakhGold holding approximately 41.7 per cent. of the KazakhGold Shares for the benefit of the Assaubayev Family;
"HSBC"	HSBC Bank plc;
"Jenington"	Jenington International Inc, an indirect wholly-owned subsidiary of Polyus Gold;
"JORC Code"	the Australian Code for reporting Mineral Resources and Oil Reserves as published by the Australian Joint One Reserves Committee from time to time;
"Kazakhaltyn"	JSC Kazakhaltyn MMC;
"Kazakh Bonds"	the Tenge 2,800,000,000 Bonds due 2009 issued by Kazakhaltyn;
"KazakhGold"	KazakhGold Group Limited;
"KazakhGold GDR Holders"	the persons holding KazakhGold GDRs in the book-entry settlement systems of the Clearing Systems;
"KazakhGold GDRs"	the global depositary receipts issued by BNYM, each representing one KazakhGold Share;
"KazakhGold Group"	KazakhGold and its subsidiary undertakings;
"KazakhGold Registered Shareholders"	the registered holders of KazakhGold Shares as set out in the register of members of KazakhGold;
"KazakhGold Shareholders"	the KazakhGold Registered Shareholders and/or the KazakhGold GDR Holders, as the context requires;
"KazakhGold Shares"	the existing unconditionally allotted or issued and fully paid ordinary shares of £0.0001 each in the capital of KazakhGold (including those represented by KazakhGold GDRs);
"MICEX"	Closed Joint Stock Company MICEX Stock Exchange;
"NRC"	Closed Joint-Stock Company THE NATIONAL REGISTRY COMPANY;
"Overseas Shareholders"	KazakhGold Shareholders with registered addresses outside the United Kingdom, Jersey or the Russian Federation or who are citizens or residents of countries other than the United Kingdom, Jersey or the Russian Federation;
"Options"	the options granted by KazakhGold to acquire in aggregate 53,334 KazakhGold Shares to David Netherway and Stephen Oke;
"Panel"	the Panel on Takeovers and Mergers;
"Partial Offer"	the recommended partial offer by Jenington to acquire 50.1 per cent. of the issued and to be issued KazakhGold Shares (including KazakhGold Shares represented by KazakhGold GDRs) on the terms and subject to the conditions set out in this announcement, the Partial Offer Document and the Form of Acceptance and Form of Direction and, if applicable, any subsequent revision, variation, extension or renewal of such offer;
"Partial Offer Document"	the document containing the Partial Offer;
"Partial Offer Nominee Limited"	a wholly owned subsidiary of Jenington incorporated in the British Virgin Islands, set up for the purposes of facilitating the Buyback;
"Placing"	the placing of new shares in KazakhGold by the Placing Agent on behalf of KazakhGold;
"Placing Agent"	HSBC;
"Placing Agreement"	the agreement to be entered into by KazakhGold, Jenington and the Placing Agent in relation to the Placing;
"Placing Price"	US$1.50 per new KazakhGold GDR;
"Polyus Gold"	OJSC Polyus Gold;
"Polyus Gold Consideration Shares"	the Polyus Gold Shares offered pursuant to the Partial Offer;
"Polyus Gold Group"	Polyus Gold and its subsidiaries and subsidiary undertakings;
"Polyus Gold Shares"	the issued and fully paid ordinary registered shares of Polyus Gold with a par value of 1 rouble each;
"Prospectus"	the prospectus to be issued by Jenington in respect of the offer of Polyus Gold Consideration Shares;
"Regulatory Information Service" or "RIS"	one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information in respect of listed companies;
"RTS"	Open Joint Stock Company Russian Trading System;
"RUB" or "rouble"	the lawful currency of the Russian Federation;
"Russia" or "Russian Federation"	the Russian Federation;
"Senior Notes"	the US$200 million Senior Notes due 2013;
"Shareholder Loans"	the two subordinated shareholder loan facilities which Gold Lion has entered into with KazakhGold, in an aggregate amount of US$31,025,000;
"UK Listing Authority"	the FSA in its capacity as the competent authority for the purposes of part VI of FSMA;
"United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"United States" or "U.S."	the United States of America, its territories and possessions, any state of the United States, the District of Columbia, and all other areas subject to its jurisdiction;
"US$"	the lawful currency of the United States of America;
"U.S. Securities Act"	the U.S. Securities Act of 1933, as amended;
"Wider KazakhGold Group"	KazakhGold and its subsidiary undertakings, associated undertakings and any other undertaking in which KazakhGold and such undertakings (aggregating their interests) have a significant interest; and
"Wider Polyus Gold Group"	Polyus Gold and its subsidiary undertakings, associated undertakings and any other undertaking in which Polyus Gold and such undertakings (aggregating their interests) have a significant interest.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFFTMFTMMABBML

Date		Source	Headline
11th May 2023	12:00 pm	RNS	FY2022 dividend recommendation
28th Apr 2023	4:15 pm	RNS	Annual Review
28th Apr 2023	12:02 pm	RNS	Notice of 2022 AGM
20th Mar 2023	11:15 am	RNS	Notice of change of the DR programs depositary
17th Mar 2023	3:01 pm	RNS	Update on payments on 2023 and 2024 Eurobonds
17th Mar 2023	3:00 pm	RNS	Update on payments on 2023 and 2024 Eurobonds
15th Mar 2023	2:01 pm	RNS	Financial results for 2H2022 and FY2022
14th Mar 2023	2:23 pm	RNS	Notice of financial results for 2H2022 and FY2022
21st Feb 2023	7:00 am	RNS	Operating results for 2H 2022 and full year 2022
16th Feb 2023	1:37 pm	RNS	Polyus priced 20 billion rouble bonds issue
14th Feb 2023	1:02 pm	RNS	Repayment of Eurobonds due 2023
14th Feb 2023	1:00 pm	RNS	Repayment of Eurobonds due 2023
3rd Feb 2023	3:32 pm	RNS	Update on Level I DR program
2nd Feb 2023	3:15 pm	RNS	Update on Depositary for DR programs
30th Nov 2022	3:33 pm	RNS	Update on coupon payments in respect of 2028 Notes
30th Nov 2022	3:30 pm	RNS	Update on coupon payments in respect of 2028 Notes
28th Nov 2022	3:30 pm	RNS	Changes in top management
30th Sep 2022	3:51 pm	RNS	AGM results
22nd Sep 2022	4:58 pm	RNS	Update on coupon payments in respect of 2023 Notes
22nd Sep 2022	4:43 pm	RNS	Update on coupon payments in respect of 2023 Notes
21st Sep 2022	7:05 am	RNS	Operating results for the first half of 2022
21st Sep 2022	7:00 am	RNS	Financial results for the first half of 2022
13th Sep 2022	4:47 pm	RNS	Update on coupon payments in respect of 2024 Notes
13th Sep 2022	4:45 pm	RNS	Update on coupon payments in respect of 2024 Notes
9th Sep 2022	9:03 am	RNS	Consent Solicitation Results
9th Sep 2022	9:00 am	RNS	Consent Solicitation Results
6th Sep 2022	10:01 am	RNS	Notice of 2H2021 Dividend Recommendation and AGM
30th Aug 2022	7:00 am	RNS	Notice of the first half of 2022 financial results
25th Aug 2022	4:05 pm	RNS	Noteholders’ consent solicitation extension
25th Aug 2022	4:00 pm	RNS	Extension of Consent Solicitation
24th Aug 2022	10:45 am	RNS	PJSC Polyus priced CNY 4.6 billion bonds issue
17th Aug 2022	1:12 pm	RNS	Notice to holders of depositary receipts
15th Aug 2022	12:54 pm	RNS	PJSC Polyus publishes its Climate Strategy
11th Aug 2022	3:03 pm	RNS	Extension of Consent Solicitation
11th Aug 2022	3:00 pm	RNS	Extension of Consent Solicitation
5th Aug 2022	1:35 pm	RNS	Update on Proposals for 2023 and 2024 Notes
5th Aug 2022	1:30 pm	RNS	Update on Proposals for 2023 and 2024 Notes
29th Jul 2022	12:03 pm	RNS	PJSC Polyus Completes The Buyback Programme
28th Jul 2022	5:44 pm	RNS	Consent Solicitation Results and Extension
28th Jul 2022	5:41 pm	RNS	Consent Solicitation Results and Extension
20th Jul 2022	8:06 am	RNS	Noteholders’ Consent Solicitation Launch
20th Jul 2022	8:00 am	RNS	Consent Solicitation Launch Announcement
19th Jul 2022	5:56 pm	RNS	Effectiveness of Proposals for 2023 and 2024 Notes
15th Jul 2022	4:44 pm	RNS	Results of Consent Solicitation
15th Jul 2022	4:35 pm	RNS	Results of the Consent Solicitation
1st Jul 2022	5:33 pm	RNS	Noteholders’ consent solicitation extension
1st Jul 2022	5:23 pm	RNS	Extension of Consent Solicitation
24th Jun 2022	3:47 pm	RNS	Noteholders’ consent solicitation launch
24th Jun 2022	3:26 pm	RNS	Polyus Finance Plc announces Consent Solicitation
17th Jun 2022	2:05 pm	RNS	Acquisition of the Chulbatkan deposit

Latest Share Chat

PLZL.L Regulatory News (PLZL)

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Offer for KazakhGold Group Limited

Login to your account

Quickpicks are a member only feature

Login to your account