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Eurobond Issue Prospect Level: 7 – From: 7 – Monday, May 17, 2010 – 07:26 – eprint6 – 4217 Important Notice IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), PROVIDED BY RULE 144A OR (2) OUTSIDE OF THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”). IMPORTANT: You must read the following before continuing. The following applies to the Document following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Document. In accessing the Document, 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. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR 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 (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the Document or make an investment decision with respect to the securities, investors must be either (1) a QIB (within the meaning of Rule 144A under the Securities Act (“Rule 144A”)) or (2) non-U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) located outside the United States. The Document is being sent at your request and by accepting the e-mail and accessing the Document, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) you and any customers you represent are outside of the United States and the electronic mail address that you gave us and to which this e- mail has been delivered is not located in the United States, its territories and possessions, any State of the United States or the District of Columbia and (2) you consent to delivery of such Document by electronic transmission. You are reminded that the Document has been delivered to you on the basis that you are a person into whose possession the Document 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 Document to any other person. The materials relating to the Offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and BNP Paribas or J.P. Morgan Securities Ltd. (collectively, the “Joint Lead Managers”), JSC Halyk Finance (the “Kazakhstan Lead Manager” and together with the Joint Lead Managers, the “Managers”) or any affiliate of the Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Managers or such affiliate on behalf of the Company in such jurisdiction. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes other than in circumstances in which Section 21(1) of the FSMA does not apply. The Document has been sent to you in an electronic form. 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 Managers or any person who controls them, nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Document distributed to you in electronic format and the hard copy version available to you on request from the Managers. Level: 7 – From: 7 – Monday, May 17, 2010 – 07:27 – eprint6 – 4217 Intro JSC NATIONAL ATOMIC COMPANY KAZATOMPROM (incorporated under the laws of the Republic of Kazakhstan) U.S.$500,000,000 6.25% Notes due 2015 Issue price of Notes: 98.947% JSC National Atomic Company Kazatomprom (the “Company”) is issuing U.S.$500,000,000 aggregate principal amount of 6.25% notes due 2015 (the “Notes”). Interest on the Notes will accrue from 20 May 2010 at a rate of 6.25% per annum of their outstanding principal amount payable semi-annually in arrear on 20 November and 20 May of each year, commencing on 20 November 2010. The Notes will be constituted by, subject to, and have the benefit of a trust deed dated 20 May 2010 (the “Trust Deed”) among the Company and BNY Corporate Trustee Services Limited as trustee (the “Trustee”). Payments on the Notes will be made free and clear of any withholding taxes imposed by Kazakhstan to the extent described in “Terms and Conditions of the Notes”. The Notes may be redeemed by the Company in whole but not in part at 100% of their principal amount, plus accrued and unpaid interest, if the Company becomes obliged to pay certain additional amounts and otherwise as described under “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for Taxation Reasons”. The Notes may be redeemed at the option of the Noteholder at 101% of its principal amount under certain circumstances including Kazakhstan ceasing to own (directly or indirectly) 100% of the issued and outstanding voting share capital of the Company as described under “Terms and Conditions of the Notes – Redemption at the Option of Noteholders upon a Change of Status”. Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on 20 May 2015. The Notes will be unsecured and unsubordinated obligations of the Company and will rank equally in right of payment with the Company’s existing and future unsecured and unsubordinated obligations. This document (the “Prospectus”) has been submitted for approval to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (“FSMA”) (the “UK Listing Authority”) and as competent authority under Directive 2003/71/EC (the “Prospectus Directive”). Application has been made to the UK Listing Authority for the Notes to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “Stock Exchange”) for the Notes to be admitted to trading on the Stock Exchange’s Regulated Market (the “Regulated Market”). Reference in the Prospectus to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and admitted to trading on the Regulated Market. This document constitutes a “Prospectus” for the purposes of the Prospectus Directive and the Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”). The Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. The Notes will also be listed on the Kazakhstan Stock Exchange (“KASE”). There is no assurance that a trading market in the Notes will develop or be maintained in any market. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Notes are being offered and sold outside the United States in accordance with Regulation S under the U.S. Securities Act (“Regulation S”) and within the United States to qualified institutional buyers (“QIBs”) in reliance on Rule 144A under the U.S. Securities Act (“Rule 144A”). Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the U.S. Securities Act and applicable state securities laws pursuant to registration thereunder or exemption therefrom. For a more complete description of restrictions on offers, sales and transfers, see “Subscription and Sale” and “Transfer Restrictions”. The Notes that are being offered and sold in accordance with Regulation S (the “Regulation S Notes”) will initially be represented by a Regulation S global note (the “Regulation S Global Note”) in registered form, without interest coupons attached, which will be registered in the name of a nominee for and will be deposited with a common depositary for Euroclear Bank S.A./N.V.
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