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IMPORTANT NOTICE IMPORTANT: You Must Read the Following Before Continuing IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the base prospectus following this page (the “Base Prospectus”) published by Joint Stock Company «KazAgro» National Management Holding (the “Issuer”) and you are therefore required to read this carefully before reading, accessing or making any other use of the Base Prospectus. In accessing the Base Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. THE BASE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE BASE PROSPECTUS MAY ONLY BE DISTRIBUTED WITHIN THE UNITED STATES TO QIBs WHO ARE ALSO QPs (EACH, AS DEFINED BELOW) IN ACCORDANCE WITH RULE 144A (“RULE 144A”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE BASE PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. The Base Prospectus is only addressed to and directed at persons in member states of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”) (“Qualified Investors”). In addition, in the United Kingdom (“UK”), this Base Prospectus is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and Qualified Investors falling within Article 49 of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This Base Prospectus must not be acted on or relied on (i) in the UK, by persons who are not relevant persons and (ii) in any member state of the EEA other than the UK, by persons who are not Qualified Investors. Any investment or investment activity to which this Base Prospectus relates is available only to (i) in the UK, relevant persons, and (ii) in any member state of the EEA other than the UK, Qualified Investors, and will be engaged in only with such persons. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SECURITIES ISSUED WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR, EXCEPT AS PROVIDED IN THE BASE PROSPECTUS, OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO PERSONS THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES ARE BOTH QUALIFIED INSTITUTIONAL BUYERS (EACH, A “QIB”) WITHIN THE MEANING OF RULE 144A AND QPS AS DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (EACH, A “QP”), WHO WILL BE DEEMED TO REPRESENT THAT (A) THEY ARE QPs WHO ARE ALSO QIBs; (B) THEY ARE NOT BROKER DEALERS WHO OWN AND INVEST ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF UNAFFILIATED ISSUERS; (C) THEY ARE NOT PARTICIPANT DIRECTED EMPLOYEE PLANS, SUCH AS A 401(K) PLAN; (D) THEY ARE ACTING FOR THEIR OWN ACCOUNT, OR THE ACCOUNT OF ONE OR MORE QIBs, EACH OF WHICH IS ALSO A QP; (E) THEY ARE NOT FORMED FOR THE PURPOSE OF INVESTING IN THE SECURITIES OF THE ISSUER; (F) EACH ACCOUNT FOR WHICH THEY ARE PURCHASING WILL HOLD AND TRANSFER AT LEAST U.S$200,000 IN PRINCIPAL AMOUNT OF SECURITIES AT ANY TIME (OR ITS EQUIVALENT IN OTHER CURRENCIES); (G) THEY UNDERSTAND THAT THE ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS SECURITIES FROM ONE OR MORE BOOK ENTRY DEPOSITARIES; AND (H) THEY WILL PROVIDE NOTICE OF THESE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES. Confirmation of the Representation: In order to be eligible to view the Base Prospectus or make an investment decision with respect to the securities, you must be a QIB who is also a QP. This Base Prospectus is being sent at your request and by accepting this e-mail and accessing the Base Prospectus, you shall be deemed to have represented to us that you are a QIB who is also a QP and you consent to delivery of the Base Prospectus by electronic transmission. You are reminded that the Base Prospectus has been delivered to you on the basis that you are a person into whose possession the Base Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Base Prospectus to any other person. If a jurisdiction requires that the offering be made by a licenced broker or dealer and a permanent dealer or any affiliate of a permanent dealer is a licenced broker or dealer in that jurisdiction, the offering shall be deemed to be made by such permanent dealer or an affiliate on behalf of the Issuer in such jurisdiction. Under no circumstances shall the Base Prospectus constitute an offer to sell or the solicitation of an offer to buy nor any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This Base Prospectus has been sent to you in an electronic form. Recipients of the Base Prospectus who intend to subscribe for or purchase the securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the Base Prospectus. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission, and, consequently, none of the dealers, as named in the Base Prospectus, nor any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Base Prospectus distributed to you in electronic format and the hard copy version available to you on request from Citigroup Global Markets Limited, HSBC Bank plc, and The Royal Bank of Scotland plc (together the “Arrangers” and “Permanent Dealers”) or Tsesna Capital JSC (the “Kazakh Dealer”). Joint Stock Company «KazAgro» National Management Holding (a joint stock company organised in the Republic of Kazakhstan) U.S.$2,000,000,000 DEBT ISSUANCE PROGRAMME Under this U.S.$2,000,000,000 Debt Issuance Programme (the “Programme”), Joint Stock Company «KazAgro» National Management Holding (the “Issuer” or “Company”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below) on the terms set out herein, as read in conjunction with the final terms (each such final terms, the “Final Terms”) setting out the specific terms of each issue. The maximum aggregate nominal amount of Notes outstanding under the Programme will not exceed U.S.$2,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement referred to herein), subject to increase as described herein. The Notes will be constituted by, are subject to and have the benefit of the deed of covenant dated 6 May 2014 (as may be amended or supplemented from time to time, the “Deed of Covenant”) executed by the Issuer for the benefit of Noteholders and are the subject of an amended and restated fiscal agency agreement dated 6 May 2014 (as may be further amended or supplemented from time to time, the “Fiscal Agency Agreement”) and made between the Issuer, Citibank Global Markets Deutschland AG, as registrar (the “Registrar”, which expression includes any successor registrar appointed from time to time in connection with the Notes), Citibank, N.A., London Branch, as fiscal agent (the “Fiscal Agent”, which expression includes any successor fiscal agent appointed from time to time in connection with the Notes), and the transfer agents, paying agents and other agents named therein. This Base Prospectus comprises a Base Prospectus for the purposes of Article 5.4 of the Directive 2003/71/EC as amended by Directive 2010/73/EU (together, the “Prospectus Directive”). Application will be made to the Irish Stock Exchange plc (the "Irish Stock Exchange") for the Notes issued under the Programme during the period of 12 months from the date hereof to be admitted to the Official List (the “Official List”) and trading on its regulated market (the “Main Securities Market”). References in this Base Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Main Securities Market. With respect to Notes to be admitted to the Official List and to be admitted to trading by the Irish Stock Exchange, each relevant Final Terms will be delivered to the Central Bank (as defined below) and to the Irish Stock Exchange on or before the date of issue of the Notes of such Tranche. In addition, unless otherwise agreed with the relevant Dealer(s) (as defined below) and provided for in the Final Terms, the Issuer will use its reasonable endeavours to cause all Notes issued by the Issuer under the Programme to be admitted to the “rated debt securities” category of the official list of the Kazakhstan Stock Exchange (the “KASE”) as from (and including) the date of issue of the relevant Notes in respect of such Notes (the “Issue Date”).
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