JPMorgan - KASE

the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply
to the issuer or the guarantors, and (c) they have complied and will comply with all applicable
provisions of the FSMA with respect to anything done by them in relation to the notes in, from
or otherwise involving the United Kingdom.
The Netherlands
The notes are and will be offered in the Netherlands exclusively to persons who trade or invest in
securities in the conduct of their profession or trade (which includes banks, securities
intermediaries (including brokers and dealers), insurance companies, pension funds, other
institutional investors and commercial enterprises which as an ancillary activity regularly invest in
securities in a professional manner) (referred to as “Professional Investors”). In the purchase
agreement, the initial purchasers will represent and agree that they have not and will not offer
the notes, and that any offer of the notes and any announcement thereof has stated and will
state that the notes are not and will not be offered, in the Netherlands other than to
Professional Investors.
Canada
The notes have not been and will not be qualified for sale under the securities laws of Canada or
any province or territory of Canada. The notes may not be offered or sold, and the initial
purchasers have agreed not to offer or sell the notes, directly or indirectly, in Canada, or to or for
the benefit of any resident of Canada, in violation of the securities laws of Canada or any
province or territory of Canada.
Kazakhstan
The notes when issued will not be registered as a domestic distribution with the National Bank of
the Republic of Kazakhstan, or the NBK, but will be certified as notes issued under foreign
jurisdiction by a financing subsidiary of a resident Kazakhstan company and accepted for
circulation in Kazakhstan. Upon receipt of the acceptance certificate of NBK, HKM will apply to
the Kazakhstan Stock Exchange, or KASE to list the notes on KASE. Certain institutional investors
in Kazakhstan, such as banks and pension funds, are prohibited from holding the notes if such
notes are not listed in KASE.
The initial purchasers have agreed that they will not offer or sell the notes in Kazakhstan except
in compliance with the laws of Kazakhstan.
Italy
The offering of the notes in Italy has not been registered with the Commissione Nazionale per le
Società e la Borsa (“CONSOB”) pursuant to Italian securities legislation and, accordingly, the
initial purchasers have represented and agreed that they have not offered, and will not offer,
any notes in the Republic of Italy in a solicitation to the public at large (sollecitazione
all’investimento) within the meaning of Article 1, paragraph 1, letter (t) of Legislative Decree no.
58 of 24 February 1998, and that sales of the notes in the Republic of Italy shall only be: (a) to
investors qualifying under Article 31, paragraph 2, of CONSOB Regulation no. 11522 of 1 July
1998, as amended, and such notes shall be placed, sold and/or offered, neither in the primary nor
in the secondary market to individuals residing in the Republic of Italy; and (b) effected in
compliance with Article 129 of the Legislative Decree no. 385 of 1 September 1993 and the
implementing instructions of the Bank of Italy, pursuant to which the issue or offer of securities
in the Republic of Italy is subject to prior notification to the Bank of Italy, unless an exemption,
depending inter alia on the amount of the issue and the characteristics of the securities, applies;
and (c) effected in accordance with any other Italian securities, tax and exchange control and
other applicable laws and regulations and any other applicable requirement or limitation which
may be imposed by CONSOB or the Bank of Italy; and (d) made by an investment firm, bank or
financial intermediary permitted to conduct such activities in the Republic of Italy in accordance
with the relevant provisions of Italian law.
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