JPMorgan - KASE

Sale, Redemption or Retirement of the Notes
Upon the sale, redemption or retirement of a note, a U.S. holder will generally recognize capital
gain or loss in amount equal to the difference between (i) the amount of cash plus the fair
market value of any property received (not including any amount attributable to accrued but
unpaid interest not previously included in income, which will be taxable as ordinary income) and
(ii) such U.S. holder’s adjusted tax basis in the note. A U.S. holder’s tax basis in a note will
generally be the U.S. dollar cost to the holder of such note. Such gain or loss will be long-term
capital gain or loss if the note was held by the U.S. holder for more than one year. If the U.S.
holder is a U.S. resident (as defined in Section 865 of the Internal Revenue Code), gains realized
upon disposition of a note by such U.S. holder generally will be U.S.-source income, and
disposition losses generally will be allocated to reduce U.S-source income.
Backup Withholding and Information Reporting
In general, information reporting requirements will apply to payments of interest on, and the
proceeds of disposition of, a note to U.S. holders other than certain exempt recipients (such as
corporations). A U.S. holder that is not an exempt recipient will generally be subject to backup
withholding at the then applicable rate (currently 30%) with respect to such payments unless the
U.S. holder provides a taxpayer identification number and otherwise complies with applicable
requirements of the backup withholding rules. Any amount withheld under these rules will be
creditable against the U.S. holder’s U.S. federal income tax liability or refundable to the extent
that it exceeds such liability, provided the required information is furnished to the Internal
Revenue Service. A U.S. holder who does not provide a correct taxpayer identification number
may be subject to penalties. Holders of notes should consult their tax advisors regarding the
application of backup withholding in their particular situation, the availability of an exemption
from backup withholding and the procedure for obtaining such an exemption, if available.
Certain Kazakhstan Income Tax Considerations
The following discussion summarizes certain Kazakhstan income tax considerations that may be
relevant to the acquisition, ownership and disposition of the notes by an initial beneficial owner
of the notes. The following discussion is based on the current Code of the Republic of Kazakhstan
on Taxes and Other Mandatory Payments to the Budget, dated 12 June 2001, as amended, or
Code, applicable regulations, orders and instructions promulgated and proposed thereunder,
judicial and administrative interpretations, as of the date hereof, all of which are subject to
change, possibly with retroactive effect, or are subject to different interpretations. We cannot
assure the investor that the Government of Kazakhstan will not challenge one or more of the tax
consequences described below, and we have not obtained, nor do we intend to obtain, a ruling
or pronouncement from the Government of Kazakhstan or an opinion of counsel with respect to
the Kazakhstan income tax consequences of acquiring, holding or disposing of the notes. In this
discussion we do not purport to address all tax considerations that may be important to a
prospective investor or a particular holder in light of the holder's circumstances, or to certain
categories of investors that may be subject to special rules or treaty relationships.
INVESTORS CONSIDERING THE PURCHASE OF THE NOTES SHOULD CONSULT THEIR OWN TAX
ADVISORS REGARDING THE APPLICATION OF KAZAKHSTAN INCOME TAX LAWS AND THE LAWS
OF THEIR RESPECTIVE TAX JURISDICTION AND THE APPLICABILITY OF THEIR LOCAL, PROVINCIAL,
FOREIGN TAX LAWS AND TAX TREATY RELATIONSHIPS.
Payments by Guarantors
The notes will be guaranteed by affiliated guarantors organized under the laws of Canada, the
Netherlands and Kazakhstan. Payments of “considered” interest under the guarantees by the
Kazakhstan guarantors will be subject to withholding of Kazakhstan tax at a rate of 15%, and
payments of “considered” principal, fees and commissions, penalties or fines (if any) or other
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