OREANDA-NEWS. July 27, 2010. THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT ABOUT ANY ASPECT OF THIS PROPOSAL AND/OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.

THE PROPOSAL MADE BY THE BORROWER, WHICH RELATES TO THE ADJOURNED MEETING OF 2016 NOTEHOLDERS BEING CONVENED BY THE COMPANY, IS NOT BEING MADE AND WILL NOT BE MADE IN OR INTO THE REPUBLIC OF ITALY.  NEITHER THIS NOTICE NOR ANY OTHER DOCUMENT RELATING TO THE ADJOURNED MEETING OF 2016 NOTEHOLDERS HAS BEEN PREPARED FOR PURPOSES OF ANY SOLICITATION OR OFFER TO PURCHASE NOTES IN THE REPUBLIC OF ITALY, AND THIS NOTICE AND SUCH OTHER DOCUMENTS MAY NOT BE DISTRIBUTED OR MADE AVAILABLE IN THE REPUBLIC OF ITALY FOR SUCH PURPOSE.  NEITHER THIS NOTICE NOR ANY OTHER DOCUMENT RELATING TO THE ADJOURNED MEETING OF 2016 NOTEHOLDERS HAS BEEN SUBMITTED TO THE CLEARANCE PROCEDURE OF THE COMMISSIONE NAZIONALE PER LE SOCIETA E LA BORSA (CONSOB) PURSUANT TO ITALIAN LAWS AND REGULATIONS.

If you have recently sold or otherwise transferred your holding(s) of the Notes referred to below, you should immediately forward this Consent Solicitation Statement to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

KAZKOMMERTS FINANCE 2 B.V.
(a private company with limited liability (a besloten vennootschap met beperkte aanspakelijkeid) established under the laws of the Netherlands)

(the “Company”)
NOTICE OF ADJOURNED MEETING
to the holders of the USD200,000,000 8.625% Subordinated Loan Participation Notes due 2016 (ISIN: XS0262468654; Common Code: 026246865) (the “2016 Notes”)
issued for the sole purpose of financing a USD200,000,000 subordinated loan to JSC Kazkommertsbank (the “Bank”)

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 4 (Provisions for Meetings of Noteholders) to the trust deed dated 27 July 2006 (the “2016 Notes Trust Deed”) constituting the 2016 Notes and made between the Company and The Bank of New York Mellon (the “Trustee”) as trustee for the holders of the 2016 Notes (the “2016 Noteholders”), following a meeting of the 2016 Noteholders convened by the Company on 21 July 2010 (the “Original Meeting”) and which Original Meeting was adjourned for want of quorum, an adjourned meeting of the 2016 Noteholders convened by the Company will be held at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW on 4 August  2010 at 10.00 a.m. (London time) (the “Adjourned Meeting”) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an extraordinary resolution (the “Extraordinary Resolution”) in accordance with the provisions of the 2016 Notes Trust Deed. Unless the context otherwise requires, capitalised terms used in this notice shall bear the meanings given to them in the Consent Solicitation Statement (as defined in “Background to the Notices of Meeting” below).

Votes cast for, against or neither for nor against the Extraordinary Resolution prior to the Original Meeting will be deemed valid and be counted at the Adjourned Meeting unless such vote is validly amended and/or revoked in accordance with the provisions of Schedule 4 (Provisions for Meetings of Noteholders) to the Trust Deed prior to the Adjourned Meeting. See “Voting Procedures” and “Quorum and Adjournment” below. The person appointed to vote at the Original Meeting will be re-appointed under a Block Voting Instruction or Form of Proxy to vote at the Adjourned Meeting.

EXTRAORDINARY RESOLUTION
“THAT this adjourned meeting (the “Adjourned Meeting”) of the holders (“2016 Noteholders”) of the outstanding USD200,000,000 8.625% Subordinated Loan Participation Notes due 2016 issued by Kazkommerts Finance 2 B.V. (the “Company”) (ISIN: XS0262468654; Common Code: 026246865) (the “2016 Notes”), constituted by a trust deed dated 27 July 2006 (the “2016 Notes Trust Deed”) between the Company and The Bank of New York Mellon as note trustee and security trustee (the “Trustee”) for the 2016 Noteholders HEREBY:

(1)        sanctions and approves, and authorises, directs, requests and empowers the Trustee to agree to the substitution of the Issuer with the Bank as primary obligor under the 2016 Notes and the 2016 Notes Trust Deed as set out in the Proposal (as defined in the Consent Solicitation Statement dated 29 June 2010 from the Bank and the Company addressed to, inter alios, the 2016 Noteholders) and certain consequential amendments to the terms of the 2016 Notes, the 2016 Notes Trust Deed and the agency agreement dated 27 July 2006 (the “2016 Notes Agency Agreement”) and to collapse the loan participation note structure in favour of a straight bond structure, including (without limitation) the termination of the loan agreement, the removal of the security package and removal of the limited recourse provisions in the 2016 Notes, while preserving all significant legal and commercial terms afforded to the 2016 Noteholders, in each case subject to the conditions set out in the Proposal;

(2)        sanctions and approves, and authorises, directs, requests and empowers the Trustee to agree to list the 2016 Notes on the Kazakhstan Stock Exchange in addition to the London Stock Exchange;

(3)        sanctions and approves, authorises, directs, requests and empowers the Trustee and the Company to execute the supplemental trust deed (substantially in the form of the draft produced to this Adjourned Meeting and for the purposes of identification initialled by the chairman of it, with such modification (if any) thereto as the Trustee shall request or approve) (the “Supplemental 2016 Notes Trust Deed”) in order to give effect to such amendments and any related amendments, modifications, waivers and consents;

(4)        sanctions and approves, authorises, directs, requests and empowers the Trustee to execute the supplemental agency agreement (substantially in the form of the draft produced to this Adjourned Meeting and for the purposes of identification initialled by the chairman of it, with such modification (if any) thereto as the Trustee shall request or approve) (the “Supplemental 2016 Notes Agency Agreement”) in order to give effect to such amendments and any related amendments, modifications, waivers and consents;

(5)        (a)        sanctions and approves, and authorises, directs, requests and empowers the Trustee to agree to make such changes to the 2016 Note Loan Agreement, prior to its termination and to making the amendments described in (1) through (4) above, as are required pursuant to Dutch law, in order to permit set-off under the Loan Agreement and make all such necessary changes to allow for the reinstatement of the loan participation note structure, should this ever be required; and

(b)        sanctions and approves, and authorises, directs, requests and empowers the Trustee, in the event that the 2016 Notes are deemed ineligible for listing on the Kazakh Stock Exchange following the substitution or following such listing the 2016 Notes become ineligible at any point prior to maturity or the withholding tax benefits are reversed in such a way as to be less favourable (such determination to be at the Bank’s sole discretion) under the proposed structure as compared with a loan participation note structure, to agree to the reversal of the substitution referred to in paragraph 1 above so that the original terms (subject to minor administrative or technical amendments that may be required) of the Trust Deed and the Notes are restored;

(6)        sanctions and approves every abrogation, modification, compromise or arrangement in respect of the rights of the 2016 Noteholders against the Company or the Bank or the rights of the Company against the Bank involved in or resulting from the amendments, modifications, waivers and consents referred to in this Extraordinary Resolution;

(7)        authorises, directs, and empowers: the Company and the Trustee to do, all such other acts and things and execute such other deeds, agreements or documents as may be necessary or desirable to give effect to the Proposal and to this Extraordinary Resolution;

(8)        approves, sanctions and authorises the release of the Issuer from, and authorises, directs, instructs and empowers the Trustee to release the Issuer from all obligations and liabilities whatsoever under or in connection with the 2016 Notes, the 2016 Notes Trust Deed and the 2016 Notes Agency Agreement; and

(9)        discharges and exonerates the Trustee and the Company from all liability to the 2016 Noteholders in connection with the Proposal and this Extraordinary Resolution and their implementation.”

Background to the Notice
The Consent Solicitation Statement dated 29 June 2010 provided by the Bank and the Company (the “Consent Solicitation Statement”), a copy of which is available for viewing and/or collection by the 2016 Noteholders as indicated below, explains the background to and reasons for, gives details of, and invites 2016 Noteholders to approve (at the Adjourned Meeting), the Proposal (as defined therein). 2016 Noteholders are urged to read the Consent Solicitation Statement.

Terms used but not defined herein shall have the meanings given to them in the Consent Solicitation Statement and the 2016 Notes Trust Deed.

Documents Available for Display and/or Collection
2016 Noteholders may, at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays in London excepted) prior to and including the date of the Adjourned Meeting, inspect copies of the following documents at the specified office of the Registrar set out below, and from the time 15 minutes prior to, and during, the Adjourned Meeting at the offices of White & Case LLP specified above:

the Consent Solicitation Statement;
the 2016 Notes Trust Deed constituting the 2016 Notes; and
the draft Supplemental 2016 Notes Trust Deed and the draft Supplemental 2016 Notes Agency Agreement to be executed following the passing of the Extraordinary Resolution modifying, inter alia, the terms and conditions of the 2016 Notes.

Copies of the Consent Solicitation Statement are available for collection by 2016 Noteholders at the specified office of the Bank or the Company. Copies of the Forms of Proxy (referred to below) are available for collection by 2016 Noteholders at the specified office of the Registrar.

General
In accordance with normal practice, the Trustee expresses no opinion on the merits of the Proposal or the Extraordinary Resolution. The Trustee has, however, authorised it to be stated that, on the basis of the information set out in the Consent Solicitation Memorandum (which it recommends that the 2016 Noteholders read carefully), and in this Notice, it has no objection to the Extraordinary Resolution referred to in this Notice being submitted to the 2016 Noteholders for their consideration. The Trustee has not been involved in the formulation or negotiation of the Proposal and makes no recommendation to the 2016 Noteholders as to whether or not to agree to the Proposal and to vote in favour of the Extraordinary Resolution. The Trustee recommends that 2016 Noteholders who are unsure of the consequences of voting in favour of the Extraordinary Resolution should seek their own independent legal, tax and financial advice.

The attention of 2016 Noteholders is particularly drawn to the quorum required for the Adjourned Meeting which is set out in “Voting Procedures” and “Quorum and Adjournment” below.

Voting Procedures
The relevant provisions governing the convening and holding of the Adjourned Meeting are set out in Schedule 4 (Provisions for Meetings of Noteholders) to the 2016 Notes Trust Deed, copies of which are available for inspection as referred to above.

2016 Noteholders who take the action described below and in “Procedures for submission or delivery of Electronic Voting Instructions” in the Consent Solicitation Statement need take no further action in relation to the voting at the Adjourned Meeting in respect of the Extraordinary Resolution.

A 2016 Noteholder may appoint a Proxy, by validly executing and delivering a Form of Proxy in English signed by the 2016 Noteholder or, in the case of a corporation, executed under the seal or signed on its behalf by a duly authorised officer, to the specified office of the Registrar not later than 48 hours before the time fixed for the Adjourned Meeting.

Quorum and Adjournment
As set out in the 2016 Notes Trust Deed, the quorum required at the Adjourned Meeting to pass the Extraordinary Resolution is at least two Voters representing or holding one third of the aggregate principal amount of the 2016 Notes outstanding provided that so long as more than half of the aggregate principal amount of the outstanding 2016 Notes is represented by a global note certificate or a single individual note certificate, a single Voter appointed in relation thereto or being the holder of the 2016 Notes represented thereby shall be deemed to be two Votes for the purpose of forming a quorum. No business (other than the choosing of a chairman) shall be transacted unless the requisite quorum is present at the commencement of the Adjourned Meeting.

Voting Requirements
As set out in the 2016 Notes Trust Deed, subject as provided below under “Extraordinary Resolution”, every question submitted to the Adjourned Meeting shall be decided in the first instance by a show of hands and then by a poll and, in case of equality of votes, the chairman shall both on a show of hands and on a poll have a casting vote.

Unless a poll is validly demanded before or at the time that the result is declared, the chairman’s declaration that on a show of hands a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive, without proof of the number of votes cast for, or against, the resolution.

A demand for a poll shall be valid if it is made by the chairman, the Company, the Trustee or one or more Voters representing or holding not less than one fiftieth of the aggregate principal amount of the outstanding 2016 Notes. The poll shall be taken immediately. A valid demand for a poll shall not prevent the continuation of the Adjourned Meeting for any other business as the chairman directs.

Any vote by a proxy in accordance with the relevant Block Voting Instruction or Form of Proxy shall be valid even if such Block Voting Instruction or form of Proxy or any instruction pursuant to which it was given has been amended or revoked, provided that, the Registrar has not been notified in writing of such amendment or revocation by the time which is 24 hours before the time fixed for the Adjourned Meeting. The person appointed to vote at the Original Meeting will be re-appointed under a Block Voting Instruction or Form of Proxy to vote at the Adjourned Meeting.

As set out in the Trust Deed, at the Adjourned Meeting (a) on a show of hands, every voter shall have one vote and (b) on a poll, one vote in respect of each USD1,000 in aggregate face amount of the outstanding 2016 Note(s) represented or held by such Voter.

Extraordinary Resolution
To be passed, the Extraordinary Resolution requires a majority voting in favour consisting of not less than three quarters of the votes cast at the quorate Adjourned Meeting. A duly passed Extraordinary Resolution shall be binding upon all 2016 Noteholders, whether or not present at such Adjourned Meeting and whether or not voting in favour or against the Extraordinary Resolution or voting at all, and each of the 2016 Noteholders shall be bound to give effect to it accordingly.

Notice of results
Notice of the result of every vote on an Extraordinary Resolution shall be given by the Bank to the 2016 Noteholders, the Paying Agents and Transfer Agents (each as defined in the 2016 Notes Trust Deed) and the Registrar (with a copy to the Company and the Trustee) within 14 days of the conclusion of the Adjourned Meeting.

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

Clearing Systems
Holders of 2016 Notes which are held by Euroclear or Clearstream, Luxembourg should contact the relevant corporate action departments within the Clearing Systems for further information in respect of their respective procedures for voting.

This notice is given by:
Kazkommerts Finance 2 B.V.
Schouwburgplein 30-34
3012 CL Rotterdam
The Netherlands