Making the most of your IPO

April 2011 Agenda

• Why? Where?

• The process

• The important bit: After

2 In a successful IPO, the underwriter/financial adviser ensures the professional execution of a transaction and helps to align an issuer’s objectives with market expectations and investor perceptions

Why float? Underwriter / Financial Adviser Why invest? Corporate Finance Issuer Equity Capital Markets Investor Syndicate  Business factors Equity Sales and Trading  Company  Raise funds Equity Research  Convincing equity story  Provide acquisition currency,  Competent and experienced i.e. shares senior management  Broaden shareholder base  Establish “market price”  Transaction  Provide liquidity for existing Share  Offer structure (size, ratio etc.) shareholders offering  Stock exchange

 Soft factors  Peer performance  Increase financial and strategic flexibility  Industry attractiveness  Enhance public profile and Other advisers: credibility Legal Counsel  Support management and  Macro and geopolitical outlook Auditor employee incentive schemes Technical Advisers (engineers, geologists, geophysicists etc) Appraiser PR Adviser

3 A variety of stock exchanges and markets offer different advantages for issuers

Deutsche Borse* NASDAQ OMX Nordic** MICEX RTS Number of listed companies: 755 Number of listed companies: 774 Number of listed companies: Number of listed companies: 75 250 Aggregate market cap: US$1,519bn Aggregate market cap: Aggregate market cap: US$1,070bn Aggregate market cap: US$1,070bn US$1,053bn

KASE

London Stock Exchange Number of listed companies: Number of listed companies: 1,416 109 NYSE Euronext (US) Aggregate market cap: Number of listed companies: Aggregate market cap: 2,318 US$6,342bn  US$62bn Aggregate market cap: US$14,460bn AIM Number of listed companies: 1,174 Aggregate market cap: US$132bn NASDAQ OMX Number of listed companies: 2,773 Aggregate market cap: US$4,072bn .

NYSE Euronext (Europe) Hong Kong Stock Exchange Singapore Exchange*** Tokyo Stock Exchange Number of listed companies: Number of listed companies: Number of listed companies: Number of listed companies: 1,133 1,421 782 2,289 Aggregate market cap: Aggregate market cap: Aggregate market cap: Aggregate market cap: US$3,189bn US$2,669bn US$620bn US$4,020bn

Data as of April 2011 * Deutsche Borse: excluding the market segment “Freiverkehr” (unofficial regulated market ) 4 ** NASDAQ OMX Nordic Exchange: OMX includes Copenhagen, Helsinki, Iceland, Stockholm, Tallinn, Riga and Vilnius Stock Exchanges *** Singapore Stock Exchange: Main Board & Sesdaq David and Goliath – The emergence of the local Kazakhstani capital market

KASE London Stock Exchange

Number of Companies  KASE – 110 issuers  Main Market – 1,416 issuers  AIM – 1,173 issuers

Market Capitalisation  Total US$62.243 billion  Main Market – US$6,342 billion  AIM – US$132 billion

Trading volume*  US$29.8 million  Main Market – US$154billion  Trading volume reached it’s historical daily record of US$2.6  AIM – US$7.3 billion billion on 25 November 2009

Level of concentration  Top 10 companies:  Top 10 on Main Market: . market cap - US$53.829 billion, representing 87% of the KASE . total market cap – US$1,690 billion, representing total market cap c.25% of the total market cap . individual market capitalisations range from US$173.9 million to 20.1 billion  Top 10 on AIM: . total market cap US$ 243 billion, representing about 35% of the total market cap

Investors***  US$15.3 billion invested by PFs  US$2,544 billion under the management of pension  US$10.5 billion invested by second tier banks funds  US$1.6 billion invested by INS**  US$2,808 billion managed by insurance funds  US$1.8 billion invested by Mutual funds  US$729 billion managed by mutual funds  US$0.5 billion under the management of brokerage houses, asset management companies and investment funds

Source: AFN, KASE and LSE Exchange rates: 145.57 KZT/USD and 1.59 USD/GBP *Shares trading volume for February 2011 5 **INS – insurance companies ***KASE: as of 1 Jan 2011; LSE: end 2009 Agenda

• Why? Where?

• The process

• The important bit: After

6 Initial public offering – key steps and management input

Phase I: Phase II: Phase III: Phase IV:

Instigation of IPO process Due diligence and Marketing, distribution Company preparation documentation and allocation

Finalise Investors Prepare IPO Auction, Appointment of Confirm business plan, Completion of audits, Carry out legal and presented to by VC strategy, update subscription, Visor Capital decisions on company and tax reviews and financial due diligence, research analysts, valuation and bookbuilding, and other headline IPO capital structure establishment of prepare documentation followed by finalise marketing pricing and advisors details and management corporate and research report management structure allocation team governance practices roadshow

1 - 2 weeks* 8-24 weeks* 6 - 8 weeks* 3 - 4 weeks*

Tasks Tasks Tasks Tasks

 Mandate Visor Capital (VC)  Establish communication guidelines  Develop equity story in conjunction  Participate in investor marketing  Select and appoint other advisors with VC and lawyers with VC roadshow following discussions with VC  Complete working capital model and  Draft presentation to VC analyst  Discuss equity story and address  Review timetable for IPO business plan  Meet with research analyst prior to potential investors’ concerns  Company preference  Complete all capital and corporate drafting of research report  Participate in pricing and  Market windows restructuring required prior to IPO  Draft presentation to potential bookbuilding discussions with VC  Confirm offer type and size  Complete audit of previous years investors following investor feedback on story and valuation  Public, domestic offering on accounts to required standards  Assist in drafting of prospectus KASE; or international market  Review tax implications of IPO  Develop PR strategy in conjunction  Authorize issue of shares and  Base transaction size covering  Put in place infrastructure in line with with PR agency for investors, wider admission of shares to trading capital increase and placement of best-practice corporate governance public and employees, as appropriate “existing shares” guidelines  Over-allotment allocation  Management incentive schemes put  Financial controls and checks in place  Set-up steering and operating  Structure of board and  Negotiate underwriting agreement committees to guide company independent directors through IPO process  Confirm marketing focus in  Ensure briefing of Board by lawyers conjunction with choice of market as to duties, responsibilities and  Domestic/international investors liabilities of directors of public company * Time frames provided for guidance only. Timing of Phase IV subject to choice of market and listing process. 7 Agenda

 Why? Where?

 The process

 The important bit: After

8 Why commit to investor relations?

Achieving efficient, cost-effective access to capital means - entering into a dialogue and developing relationships Access to Capital with the investment community over time so that its participants become cognisant with the company and its investment proposition

Liquidity Profiling and explaining a company to the investment community on a continual basis can assist the company in attracting pools of buyers and sellers and the potential for higher frequency in the trading of its shares

Fair Communicating to and with the investment community will enable a company to detail its own record of its Valuation performance and its strategy using disclosed information. This will help the company to understand how it is being evaluated and whether or not the market’s expectations towards the company are in line with its own

Availability of low cost capital on an ongoing basis

9 Institutional investors are key stakeholders

 The most important category of investors, owing to the total weight of assets they manage and the degree to which they can invest Institutional  Investment horizon is mostly long-term investors  Diversity in size and depth of funds, areas of focus, and investment strategies  What they want? Want to understand the dynamics of the business, in which the Company operates, potential growth rates, track record, defensibility of the Company’s market, valuation, etc.

 Have short-term aspirations  Their interest is driven by changing sentiment towards industry sectors, perceived value Private opportunities, attractive yield, tax-efficiency Companies need to display investors  Create additional liquidity for the Company’s share, as they tend to buy and sell smaller parcels of shares quickly openness and to maintain a constructive dialogue with all key stakeholders,  Analysts play a pivotal role in in the relationships between a company and its investors including media, particularly  Their main objective is to forecast company’s performance, which is vital in setting market expectations on Company’s profitability and future growth in difficult times Analysts  Their research notes are targeted mainly at institutional fund managers  What they want? Want to have a deep understanding of the Company, its key drivers, macro influences, etc.

 For all publicly listed companies, which have a duty to engage with their shareholders – Media effective communication with the financial press is more important that ever  Far cheaper way of building a company’s reputation than advertising

10 Building the Investor Relations Programme

Formulating the • Critical analysis of the strengths and weaknesses of the Company • What category of investors the Company needs to attract investment • Analysis of the Company’s aspects and flexibility around paying dividends proposition • Management should clarify their views on rates of growth of revenue and earnings

• Face to face Meetings • Cornerstone meetings: institutional investors, sell-side analysts, press • Other meetings: general meetings, site visits, conferences, round-table debates

Effective Company • Transparency Investor • What, when and how to announce announcements Relations Programme

• Production of the annual report is the key activity in any company’s investor relations programme Annual reports • The report should give readers an in-depth understanding of the company, its performance and future prospects • Design and distribution

• Companies should treat their website as a key communication platform and recognize its Investor Relations importance to investors and other stakeholders Websites • Content, Context, Usability, Functionality and ongoing management

11 Investor Relations – A Senior Management Responsibility

IR actions Regularly mandated Key to investor objectives Press releases Annual / Quarterly reports Website Group presentations / Fields trips 1-on-1 meetings - IR 1-on-1 meetings – CEO / CFO 1-on-1 meetings - Division Management

 Senior management must be involved because investors gauge the prospects of the company on their evaluation of the management’s ability to communicate and execute a credible strategy  IR department has to have good access to senior management so that they can clearly explain the company’s strategy and business plan, and how management is reacting to their market and industry conditions  IR is an investment of financial resources and management time. It is an investment that has to be consistent.  It is an investment with a return.

12 Visor Capital Profile Speaker profile

Michael Carter CEO

 Michael joined Visor Capital in January 2007 to manage the creation of what is now the leading Research team covering Central Asia. He joined from ING Bank, where he was Head of Equity and Head of Research in Italy. He became CEO of Visor Capital in October 2008. He has over 20 years experience in Capital Markets, Private Equity and Management Consulting.

 He was part of top-ranked Research teams at UBS from 1995-2001, both in London and Milan. His research experience has been in the oil, oil service, transportation and industrial sectors. He has been involved on the brokerage side in a number of privatizations in Europe in the Oil (ENI, Saipem) and Transportations sectors (SAPRR, SANEF, SAT), as well as in a number of other IPOs.

 He was a management consultant at Bain & Company in Italy where he managed strategic consulting projects in the oil, oil service, telecom and media sectors. Previously he was an associate at the Energy Recovery Fund, an oil & gas and oil service focused private equity fund in the USA. Michael holds a BA with Honors from U.C. Berkeley and an MBA from Georgetown University. He is member of the Board of Directors of the American Chamber of Commerce in Kazakhstan.

14 Visor Capital snapshot

 The leading Kazakhstani investment bank providing international best-practice execution expertise and in-depth knowledge of the domestic environment CEE & CIS Banking  Unrivalled understanding of the local business environment, and excellent relationships with relevant Awards 2009 and 2010 regulators and authorities “Best Investment Bank in Kazakhstan”  Dedicated team combining local knowledge with international experience  The only investment bank combining an FSA-authorised UK subsidiary and a leading brokerage operation in Kazakhstan  Visor Capital regularly consults state-owned companies on their strategic development options and has extensive knowledge of the business, legal and regulatory framework in Kazakhstan and across the CIS Thomson Extel Survey 2009 and 2010  Visor Capital acts as adviser to multinational companies in Europe, Asia and the US, as well as leading domestic and regional companies in Kazakhstan and across the CIS, on M&A and capital “Best Research for Kazakhstan” market transactions. Visor Capital roles and transactions include:  Domestic Lead Manager of the USD 2.3bn IPO of KazMunaiGas EP, placing approximately USD1.6bn with international and domestic investors in Kazakhstan  Exclusive financial adviser to Kookmin Bank, Korea’s largest bank, on the acquisition of a 50.1% stake in Bank CenterCredit for approximately USD 1.27bn  Exclusive financial adviser and underwriter for leading Kazakh bank’s KZT15bn domestic bond due 2011  Financial adviser to a private equity group on the sale of a 51% stake in its Asian telecom business to “Best Equity House TeliaSonera for approximately USD 470m Kazakhstan”

15 Visor Capital is a leading independent investment bank that combines local knowledge across the CIS with international expertise

Visor Capital offices Visor Capital partners

Almaty Headquarters Visor Capital office Somon Capital Visor Group office • CIS and Central Asia market coverage • Investment Banking JV in Tajikistan Market/investor coverage • Offering corporate finance advisory, • Offering corporate finance advisory brokerage and research services services

London, UK Visor Group offices • European market coverage • Regional client and partner relations • Offering brokerage services • Representative functions • Offices in: Beijing, China . Moscow, Russia • Representative office (under formation) . Bishkek, Kyrgyzstan • Asian market coverage . Tashkent, Uzbekistan Dubai, UAE (under formation) Auerbach Grayson • Middle Eastern market coverage • Global agency broker • Offering corporate finance advisory • Direct access to US emerging markets services investors

Visor Capital offers the full range of professional investment banking services Investment Banking Research Brokerage  Mergers & Acquisitions;  Communications, Utilities and Retail;  Equity sales and trading;  Buy-side, Sell-side  Oil & Gas;  Fixed Income sales and trading;  Equity Capital Markets;  Metals & Mining;  Trade execution of equity, debt and  IPOs, secondary offerings  Financial Institutions, and derivatives;  Private placement  Construction & Development  Settlements  Debt Capital Markets;  Structured Finance; and  Corporate restructuring and privatization

16 Our investment banking team has advised on and executed successful transactions across Central Asia and beyond

 Visor Capital has strong relationships with the emerging market investment community, domestic and international clients, and all major international investment banks CEE & CIS Banking Awards 2009 and 2010  Jose Luiz Gaviao: 16 years experience in debt capital markets (DCM) across emerging markets “Best Investment Bank  Sanzhar Kozybayev: 12 years experience in M&A transactions across CIS and Europe in Kazakhstan”  Indira Kaliaskarova: 9 years advisory experience in M&A and capital market transactions “Best corporate finance and M&A team”  Adilet Karabayev: 6 years experience in M&A across various industry sectors  We regularly coordinate complex international transactions and understand the needs of both domestic and international investors. Our current mandates include:  Financial Adviser on the acquisition of 50% stake in MangistauMunaiGas, one of the largest hydrocarbon field in Kazakhstan  Exclusive Financial Adviser on sale of large oil & gas producing field in Western Kazakhstan  Exclusive Financial Adviser and Broker for the listing and buyback programme of KMG EP’s preferred shares on the Kazakhstan Stock Exchange (KASE)  Underwriter of KZT100bn zero-coupon local bond issue of NC KazMunaiGas due in 2017  Exclusive Financial Adviser to a leading commercial bank in Kazakhstan on the issuance, listing and placement of bonds

17 Visor Capital can offer a range of advisory services and professional transaction support

Local Expertise Independent Advisory Oil & Gas Expertise  Leading independent investment bank across Central  Excellent understanding of investor universe and dynamics Asia  Team members with in-depth knowledge and to help facilitate communication process  The only regional investment bank with an FSA license extensive experience in both individual oil&gas  Close working relationship with relevant governmental in the UK, and leading brokerage house in Kazakhstan transactions and major national projects such as authorities and regulators, including Samruk-Kazyna,  Track record of successful advisory work for a number Kashagan MEMR and Anti-Monopoly Committee, to achieve efficient of multinational companies listed in Asia, Europe and  Excellent understanding of relevant Production communication and smooth execution the U.S. Sharing Agreements  Excellent understanding of both local and international  “Best Local Investment Bank 2009 and 2010”  Thorough understanding of the relevant fiscal regime business environments and mentalities supports balanced (EMEA Finance Magazine) for the oil&gas industry, including Kazakh Tax Code, assessment of deal opportunities Subsurface Use and Petroleum Laws  Track record of advising large local and multinational companies including TNK-BP, Gaz de France and Shell

M&A Execution Research

 Advise on optimal transaction structure and execution  Oil&gas sector research led by Dominic Lewenz, an  Financial modeling and provision of fairness opinion, as experienced ex-Wood Mackenzie sector analyst appropriate Capital Market Support  First Kazakh and Russian research coverage for KMG EP  Assistance in the internal decision making process,  Thorough understanding of the capital market dynamics including preparation of background information and and regulatory frameworks both in Kazakhstan and the UK  Daily market research / Bonds weekly research / formal documents for both management and Board Company (equity) / Sector / Macroeconomic research  Leading regional broker in Kazakhstan with extensive  Preparation of and assistance in deal negotiations, Q&A network to domestic and international investors  “Best research for Kazakhstan 2009” sessions and the DD process (Thomson Extel Survey)  Track record of designing closing mechanisms for complex  Design and coordination of a commercially desirable and M&A transactions to achieve tax exemptions and reduce  “Best Research for Kazakhstan and Kyrgyzstan tax-efficient closing mechanism transaction costs 2010” (Thomson Extel Survey)  “Best Corporate Finance and M&A team”  Solid working relationship with KASE / RFCA management (EMEA Finance Magazine)  Track record of debt and structured finance advisory services for large corporate clients and national projects including Kashagan

18 Selected Visor Capital M&A and capital market transactions

M&A transactions ECM transactions DCM transactions

Ongoing Ongoing Ongoing Ongoing Ongoing Kazakhstan 2009 Kazakhstan 2010 Kazakhstan 2010 Oil & Gas Entertainment Oil & Gas Agriculture Oil & Gas Oil & Gas Oil & Gas Oil & Gas Kazakhstan Theme USD 1.7 billion Large agriculture USD 514 million KZT 388 billion KZT 100 billion USD 1.25 billion Private Equity park operator company Mangistau Group in CIS region in Kazakhstan Investments BV Sole adviser on listing of Exclusive financial Exclusive financial Joint financial adviser on Exclusive financial adviser Closing of acquisition of Underwriter of Kazakhstan arranger acquisition of 50% stake preferred shares and adviser on sale of a adviser on private on debt restructuring and M&A 100% stake in zero-coupon local and dealer of In MangistauMunaiGas execution of buyback Kazakhstani oil field placement programme Mangistaumunaigas bond issue GMTN programme dual listing dual listing dual listing

Ongoing Kazakhstan 2008 Kazakhstan 2008 Kazakhstan 2008 Kazakhstan 2009 Kazakhstan 2009 Kazakhstan 2010 Kazakhstan 2009 Oil & Gas Media Banking Telecom Oil & Gas Oil & Gas Oil & Gas Banking USD 149 million KZT 12.1 billion USD 1.2 billion USD 496 million KZT 4.8 billion KZT220 billion KZT 15 billion Kazakhstan Mangistau Kazakhstan Private Equity Joint adviser Investments BV Client Fairness Opinion on Group Sole adviser on sale of Exclusive financial Financial adviser on acquisition of 50% Adviser on sale of 51% Mandatory tender offer to Closing of acquisition of 49.99% stake in JSC adviser on acquisition of acquisition of Lead manager of Stake in the block equity stake in telecoms buy preferred shares of 100% stake in Kazakhstan Khabar Agency 50.1% stake in Bank NC KMG Bonds domestic bond issue Fedorovskiy CenterCredit In Nepal and Cambodia Mangistaumunaigas Petrochemical Industries

Uzbekistan 2007 Kyrgyzstan 2007 Cambodia 2007 Cambodia 2007 KazakhstanKazakhstan 2008/20092009 Kazakhstan 2006 Kazakhstan 2009 Kazakhstan 2007 Banking Mining Banking Telecom Oil & Gas Oil & Gas Telecom Oil & Gas USD 350 million USD 2.3 billion KZT 46 billion USD 1.5 billion KMG Kashagan BV Sole adviser on Sole adviser on Financial adviser on Sole adviser on acquisition of 100% acquisition of 100% Adviser on acquisition of Adviser on common Domestic Lead Lead Manager of refinancing alternatives for acquisition of 100% stake stake in Cambodian stake in Uzbekistan interest in Kyrgyz mining share buyback Manager for the Initial domestic bond issue Kashagan project in Cambodian bank cellular provider bank company programme Public Offering , dual listing development

Kyrgyzstan 2007 Kazakhstan 2007 Kazakhstan 2006 Kazakhstan 2006 Kazakhstan 2006 Construction Oil & Gas Retail Oil & Gas Oil & Gas materials USD 970 million USD 1.0 billion USD 800 million Technolin Kazakhstan Client Sole adviser on Valuation adviser on Sole adviser on acquisition of 100% Adviser on acquisition acquisition of 100% of the sale of 50% stake in Placement agent for a stake in Kazakh retail of 50% stake in private placement bond assets of a Kyrgyz KazGerMunai business KazGerMunai cement plant

19 Our Sales & Trading team focuses on delivering superior investment ideas, exceptional market intelligence, and outstanding execution

 As a registered broker / dealer in Kazakhstan, we provide a client-driven service covering both debt and equity capital markets for Central Asian and international stocks  Access to international markets through our UK subsidiary, Visor Capital (UK) Limited, a member of the LSE and authorised by the FSA

“Best Equity House  In addition to offering execution and trading of KASE-listed stocks, we are active players in the Kazakhstan” international stocks of Kazakh companies. We also facilitate bond trading, treasury bills and REPO transactions  We have access to an extensive client base in Kazakhstan, including pension funds, investment funds, and other market participants  Our Sales and Trading team is comprised of seasoned local and Western specialists, based in Almaty, London and Beijing, with in-depth knowledge of capital markets activity and particular expertise in emerging markets and the CIS countries, offering full coverage of Kazakhstan-related stocks:  Almaty  Ainur Kaishibayeva – over 6 years of sales experience  Daniyar Aristambayev– over 4 years of trading experience  London:  Michael Costello – over 4 years of trading experience  Stefano Resegotti – over 10 years of sales experience  Beijing:  Gustaf Ramel – over 12 years sales experience across Europe and Asia

20 Our research team provides comprehensive and independent insight into the Kazakhstani market from a local and global perspective

 Led by Jean-Christophe Lermusiaux, a leading technology analyst with over 11 years of professional experience

 First bank to publish international-standard research in Kazakhstan Thomson Extel Survey 2009 and 2010  The team covers a growing range of industry sectors through industry specific analysts, including: “Best Research for  Oil & Gas; Kazakhstan”  Metals & Mining;  Financial Institutions;  Construction & Development; and  Telecommunications, Utilities and Retail  In addition to the industry reports, Visor Capital Research analyses the trends and characteristics that help to shape the sectors, offering specialized and bespoke reports to investors:  Daily updates on Central Asian investment news;  Macroeconomic reports;  Bonds weekly and Pension Funds Quarterly  Commodities weekly  Weekly summary of financial ratios for all companies under research coverage  Central Asian country research coverage  Focused standalone reports  Global distribution of research to qualified institutions with focus on the UK, Russia and Asia. US distribution through Auerbach Grayson, a leading broker specializing in non-US equities

21 Visor Capital equity research: а fast growing universe of coverage

 As of January 2011, Visor Capital covers 42 companies:

Oil &Gas Financial Institutions Metals & Mining Others

 We also have developed an expertise on a much broader universe of companies, including:  Small Kazakh companies;  International companies that have significant assets in Kazakhstan;  Companies operating in Central Asia, including Turkmenistan, Uzbekistan, Tajikistan, and Mongolia

22 JSC “VISOR Capital” Visor Capital (UK) Ltd. Beijing representative office (under formation)

Esentai Tower 125 Old Broad Street Temporary address: 12th floor London EC2N 1AR Tower W1 77/7 Al-Farabi Avenue United Kingdom Oriental Plaza Almaty 050040 Beijing 100738 Kazakhstan China

Telephone: (+7) 727 356 0777 Telephone: (+44) 20 3 192 5632 Telephone: (+86) 1 343 997 4541 Fax: (+7) 727 356 0778 Fax: (+44) 203 192 5631

© 2011 JSC “VISOR Capital”. All rights reserved. JSC “VISOR Capital” holds a license to conduct broker-dealer activities in the securities market with a right to maintain clients accounts as nominal holder, license No. 0401201181 dated 10 March 2006 issued by the Agency of the Republic of Kazakhstan on Supervision and Regulation of Financial Market and Financial Organisations Visor Capital (UK) Limited is authorised and regulated by the Financial Services Authority

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