On May 11, 2007 independent directors determined the first bonds issue as a part of the medium term Eurobonds issue program approved by the Board of Directors on April 5, 2007

On May 11, 2007 independent directors determined the first bonds issue as a part of the medium term Eurobonds issue program approved by the Board of Directors on April 5, 2007.

1. Issue an unconditional and irrevocable guarantee (hereinafter as Guarantee) for the purpose of securing the obligations of Astana-Finance B.V. (hereinafter as the Issuer) arising from the issue of the eurobonds ("Bonds") at the international capital markets for the principal amount up to Euro 300,000,000 (three hundred million) under the medium-term bonds programme approved by the resolution of the Board of Directors of Astana-Finance JSC (hereinafter as Company) dated 5 April, 2007 and for the amount of compensation and other payments arising from the Issue of the Bonds.
2. For the purposes of the issue of the Bonds to approve entering into a major transaction, i.e. transaction as a result of which the Company may acquire or dispose of property in the amount of 25% or more of the total assets of the Company in connection with the issue of Guarantee.
3. To approve the increase of the Company’s liabilities for the amount of 10% or more of the Company’s own capital in connection with the issue of Guarantee.
4. Since the transactions related to the Bonds issue are entered into with the affiliated entity of the Company and the Issuer has notified the Board of Directors that it appears the Issuer of the Bonds and will enter the transaction with the Company, to enter into the interested party transactions with the Issuer.

All other terms of the agreement into between Company and Issuer shall not envisage conditions of exemption for the Issuer.

updated 09.12.2008

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