JPMorgan - KASE

Related Party Transactions
Set forth below is a description of transactions and arrangements with our directors, officers,
shareholders and other related parties. “Principal Shareholders” and “Management —
Compensation.”
Shareholders’ Agreement
On March 31, 2000, in conjunction with the closing of the HOP Acquisition, we and CAIH entered
into the CAIH Shareholders’ Agreement. The CAIH Shareholders’ Agreement governs certain
aspects of the relationship between us and CAIH, which is, as a result of the completion of the
HOP acquisition, our largest shareholder. As of January 17, 2003, CAIH held 14,966,425 of our
common shares.
CAIH Nominees to the Board of Directors
Pursuant to the terms of the CAIH Shareholders’ Agreement, we have agreed, in connection with
each election of directors during the term of the CAIH Shareholders’ Agreement, to nominate for
election to our board those persons designated by CAIH who meet the qualification requirements
to serve as a director under the Alberta Business Corporation Act. The number of persons that
CAIH may designate for nomination to the board at any given time will be equal to the product
of (i) the total number of directors constituting the entire board at that time, multiplied by
(ii) the percentage that the aggregate number of our common shares owned by CAIH and its
affiliates at that time bears to the total number of our common shares then outstanding. In
addition to our nomination of CAIH designees, we have agreed to solicit proxies for the election
of the CAIH designees to the board at the same time and in the same manner as we solicit
proxies for the election of any other nominees to our board. Messrs. Subkhanberdin and
Alshinbaev were designated by CAIH as its nominees and thereafter appointed as directors of our
board in April 2000. Mr. Subkhanberdin resigned as a director due to the significant reduction in
shares held by CAIH as a result of a secondary offering and sale of our shares on December 18,
2002.
The CAIH Shareholders’ Agreement also provides that, without the consent of CAIH, the size of
the board during the term of the CAIH Shareholders’ Agreement will not be less than three
members and will not be more than nine members. The CAIH Shareholders’ Agreement further
provides that there will be included on each of the executive and audit committees of the board,
and, at CAIH’s option, on each of the other committees of the board, one director designated by
CAIH.
Share Acquisition Rights
Under the CAIH Shareholders’ Agreement, CAIH is prohibited, without the prior written approval
of the majority of our board, from acquiring further beneficial ownership of any of our common
shares, unless it makes an offer to all holders of common shares which results in CAIH acquiring
all or part of our issued and outstanding common shares not beneficially owned by CAIH or its
affiliates. In the event that we, at any time during the term of the CAIH Shareholders’
Agreement, propose to make a private placement or a public offering, for cash, of our common
shares, CAIH is permitted to acquire that number of securities (on the same terms under such
private placement or public offering), to enable CAIH to maintain, after the completion of any
such offering, the same percentage of the aggregate number of our common shares that CAIH
and its affiliates beneficially owned, on a fully-diluted basis, immediately prior to such offering.
Restrictions on Transfers
The CAIH Shareholders’ Agreement provides that, during the term thereof, CAIH is prohibited
from selling, transferring or otherwise conveying any our common shares that it holds, from time
to time, except pursuant to:
Š any transfer by CAIH or its affiliates pursuant to a public distribution through the facilities
of the TSX (or other recognized international stock exchange on which the common shares
are listed, and failing such listing, by way of any other public distribution and sale);
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