ASTANA FINANCEManagement Presentation

June 21, 2010

WHILE JSC ASTANA FINANCE (“ASTANA FINANCE” OR THE “COMPANY”) HAS UNDERTAKEN ALL REASONABLE EFFORTS TOENSURE THAT THE INFORMATION CONTAINED IN THIS PRESENTATION (THE "PRESENTATION") IS CORRECT, ACCURATEAND COMPLETE AT THE DATE OF PUBLICATION, NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, AREMADE AS TO AND NO RELIANCE SHOULD BE PLACED ON THE FAIRNESS, CORRECTNESS, ACCURACY OR COMPLETENESS OFSUCH INFORMATION. NO LIABILITY IS ACCEPTED FOR ANY SUCH INFORMATION OR OPINIONS BY THE COMPANY, OR ANYOF THEIR RESPECTIVE DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS OR ADVISORS.

THIS PRESENTATION AND THE INFORMATION CONTAINED IN IT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFEROR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANYSECURITIES OF THE COMPANY.

THIS PRESENTATION INCLUDES FORWARD-LOOKING STATEMENTS WHICH INCLUDE ALL STATEMENTS OTHER THANSTATEMENTS OF HISTORICAL FACT INCLUDED IN THIS PRESENTATION, INCLUDING, WITHOUT LIMITATION, THOSEREGARDING THE COMPANY’S FINANCIAL POSITION, PROSPECTS, BUSINESS STRATEGY AND PLANS AND OBJECTIVES OFMANAGEMENT FOR FUTURE OPERATIONS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWNRISKS, UNCERTAINTIES AND OTHER FACTORS, WHICH MAY CAUSE THE COMPANY’S ACTUAL RESULTS, PERFORMANCE,ACHIEVEMENTS OR INDUSTRY RESULTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY THESEFORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONSREGARDING THE COMPANY’S PRESENT AND FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH THECOMPANY EXPECTS TO OPERATE IN THE FUTURE. AS A RESULT OF THESE FACTORS, YOU ARE CAUTIONED NOT TO RELYON ANY FORWARD-LOOKING STATEMENT.

In addition, all figures contained in this presentation for 2009 and 2010 are based on preliminary, unaudited

management accounts only and are subject to (i) review of the Company’s results for that period by the

Company’s auditors and (ii) further internal review of the adequacy of the levels of provisioning applied to

the Company’s loan portfolio. Accordingly, all such figures contained herein are subject to change.

Important notice

2

Update on current situation

Section 1

3

Current situation

• High exposure on real estate projects and losses on large

projects such as:

– Ular-Umit deal – $245 mm;

– AG Capital Interra - $78 mm;

– Almaty Financial District - $50 mm.

• Up to 90% of the loan portfolio - loans to related parties.

Most of them are project financing;

• ForEx losses due to devaluation of Kazakhstanee tenge in

early 2009;

• Poor risk-management practices and corporate

governance.

Reasons of default in 2009

• The Company defaulted in May 2009 on international and

domestic obligations;

• The Company failed to comply with FMSA’s capital adequacy

ratios and returned the license in September 2009.

Current position of the Company

Previous management failed to carry out the restructuring. The Company’s financial situation

continues to deteriorate in 2010, which necessitates more active involvement of Samruk-Kazyna in

the restructuring process and appointment of new management of the Company.

4

Schedule of restructuring events

The Term Sheet is signed with the Creditors’ Committee November 2009

FMSA imposed written ordered disposal of control over 3 subsidiaries - 2 insurance companies and

Bank Astana FinanceNovember 2009

Negotiations with domestic creditors failed December 2009

FMSA rejected AF’s application for banking restructuring March 2010

Elmira Ibatullina’s voluntary resignation as CEO March 2010

New management appointed May 2010

The Trust Management Agreement is signed between Samruk-Kazyna and AF with respect to 3

subsidiary companies – 2 insurance companies and Bank Astana-FinanceMay 2010

Extraordinary meeting of shareholders appointed new Board of Directors June 2010

New management has started negotiations with FMSA and Samruk-Kazyna, conducted internal due

diligence, developed new forecasts and terms of restructuringMay – June 2010

5

• New management created additional provisions

for impairment losses for $279 mm;

• Net loss on foreign exchange due to 20 %

devaluation of kazakhstani tenge in the first

quarter of 2009;

• Other non-interest losses include loss on

financial assets and derivatives;

• Net loss for 2009 is $1,217 mm.

P&L Comments

Currency:

USD, mn.

2007

audited

2008

audited2009

unaudited

Net Interest Income/(loss) 43 45 -11

Non-interest income/(loss) 31 48 -232

Operational Income 73 93 -243

Net loss on foreign

exchange

-18 -12 -87

Operating expenses -26 -24 -17

Provision for impairment

losses

-25 -83 -872

Profit/(loss) before

taxation

3 -27 -1,218

Income tax

expenses/recovery

-2

0

1

Net profit/(loss) 2 -26 -1,217

Income/loss statement (unconsolidated)

6

Assets Liabilities and Shareholders’ Equity

Currency:

USD, mm Dec.07

audited

Dec.08

auditedDec.09

unaudited

Cash and cash equivalents 7 66 2

Due from banks 65 129 0

Investments into subs 34 135 175

Loans to subsidiaries 120 202 322

Investments into securities and

derivatives

212 420 23

Loans to customers, gross 1,332 1,428 961

Impairment loss on loans to customers -42 -86 -801

Investment property 9 9 7

Other assets 90 162 34

Total

1,827 2,465 723

Currency:

USD, mm Dec.07

audited

Dec.08

auditedDec.09

unaudited

Due to banks 908 655 366

Due to state entities 25 148 40

Debt securities issued 690 1,176 1,282

Other 124 252 58

Total liabilities 1,747 2,231 1,745

Total Shareholders’ equity (deficit) 80 234 -1,022

Total liabilities and shareholders’

equity 1,827 2,465 723

Balance sheet (unconsolidated)

7

-1,200

-1,000

-800

-600

-400

-200

-

200

400

31.12.2008 FOREX Provisions Sale of securities and change of

securities' value

Net interest income Others 31.12.2009

$ m

m

• New management has revealed the need for additional provisions in the amount of $279 mm;

• The restructuring aims to recover the deficit of shareholders’ equity.

Net assets change in 2009

Comments

Shareholders’ equity (unconsolidated)

Additional impairment loss

8

-

200

400

600

800

1,000

1,200

dec.08 jun.09 sep.09 dec.09

$ m

m

Loans Provisions Additional provisions

Loan portfolio dynamics

Comments

• New management has indentified the need for additional provisions in the amount of $279 mm. (based on re-

evaluation standard IAS 39). Thus, the provisions will stand at 85% of the loan portfolio. There is no expectations of

recovery in the future;

• For comparison: As of April 1, 2010 provisions of BTA and Alliance stand at 77% and 72%, respectively. The

provisions for corporate loans on those banks are at a higher level - 80-90%.

Loan portfolio

Additional impairment loss

9

Loan portfolio in details

• Property (real estate) and construction loans

comprise 47% of the loan portfolio. Thus, the loan

portfolio was significantly affected by the turmoil in

those sectors;

• Financial services account for 19% of the total

loans;

• Other industries account for 34% of the portfolio.

• Subsidiaries and related companies comprise

more than 90% of the loan portfolio.

Comments

10

0%

10%

20%

30%

40%

50%

real estate financial services

other services construction other

Breakdown by sectors

0.00

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

90.00

subsidiaries companies under control other companies

Breakdown by control

Astana Finance liabilitiesAs of April 1, 2010

$ mm Nominal

value

Interest

accrued Total

Astana Finance liabilities 1,635.4 170.3 1,805.8

Eurobonds, private placements,

bilaterals, etc 905.9 115.6 1,021.5

Local bonds 469.4 46.6 516.1

incl. subordinated debt 157.6 16.8 174.4

Export-Credit Agencies 217.2 7.8 224.9

DAMU 10.2 0.3 10.5

State Entities 32.7 0.1 32.8

incl. subordinated debt 15.1 0.0 15.1

11

Subsidiaries’ financialsAs of March 31, 2010 (unaudited)

SubsidiariesLeasing

company

Mortgage

companyBank AF AF Bank (Russia)

Insurance

company

Life insurance

company

Credit

companyMCO

Brokerage

company

Assets 306 106 114 172 24 11 13 5 3

Liabilities 269 47 77 122 17 4 81 16 1

Shareholders' capital 37 60 36 49 7 7 -68 -11 2

Income 9 0 3 5 2 2 0 0 1

Expenses 13 1 2 5 2 2 33 1 0

Net profit -3 0 0 0 -1 0 -33 0 1

$ mm

12

• Bank AF, Insurance company and Life insurance company were transferred to Samruk-Kazyna under

the Trust Management Agreement in May of 2010.

• There is a need for additional capital injection:

• Bank AF – $34 mm;

• Insurance company - $3 mm;

• Life insurance company - $3 mm.

• Most companies are at the start up stage.

• All companies require additional funding for further development, which Astana Finance is not able to

provide.

List of Astana Finance shareholdersAs of June 2, 2010

ShareholderNumber of

shares

Percentage of

shares

Samruk-Kazyna Group (incl. entities under control) 2,949,053 46.06

JSC “APF “UlarUmit” 1,288,128 20.12

Committee for State Property and Privatization

of the Ministry of Finance 943,500 14.74

JSC “APF “BTA Kazakhstan” 456,790 7.13

JSC “NWF “Samruk-Kazyna” 260,635 4.07

Kintal Islamov’s Group (allegedly controlled) 2,506,386 39.14

“Astana Stroy Service Firm” LLP 660,188 10.31

“Saya Invest” LLP 635,608 9.93

"Logistic Technopark CM“ LLP 573,199 8.95

"Kazakhstan Standart Invest" LLP 349,691 5.46

“Ratul” LLP 287,700 4.49

Previous management (“Vneshinvest Company” LLP) 785,630 12.67

Other 161,157 2.52

Total 6,402,226 100

13

Top Management of Astana-Finance

• Board of Directors (BoD):

– Marat Aitenov, Chairman of BoD;

– Yerlan Shakibayev, Member of BoD;

– Nina Karibayeva, Member of BoD – Independent Director.

• Management Board:

– Yerlan Shakibayev, Chairman of the Management Board (CEO);

– Yerlan Manatayev, Deputy Chairman;

– Bauyrzhan Nugymanov, Deputy Chairman;

– Almas Omarkhanov, Managing Director - Member of the Management Board;

– Igor Morozov, Managing Director – Member of the Management Board.

14

Strategy of the Company

Section 2

15

Company strategy

To fulfill the obligations to creditors at a maximum level, as well as to

successfully facilitate the restructuring process.

Main goals and principles are:

•Repayment of loan portfolio;

•Assets recovery;

•Increase of the assets’ value;

•Sale of assets.

16

• The management plans to concentrate on collection for the first three years. It will include:

• Legal enforcement procedures;

• Collateral collections that adequately cover the principle of the loans;

• Recovery of affiliated projects through equity control restoration (repossession).

• The forecasts suggest that the assets’ value will recover within three years. Upon that sales of

collateral are to speed up.

• The total recovery proceeds will amount to $368mm, which comprises 35% of the total loan

portfolio.

Forecast of proceeds from loan portfolio

Comments

-

10

20

30

40

50

60

70

80

90

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

$m

m

Forecast of proceeds from loan portfolio

17

Forecast on subsidiaries’ market value growth

* Assumption: subsidiaries’ market value in 2009 equals the shareholders’ capital

• There is a need for additional capital injection into subsidiaries, which Astana Finance is not able to

provide.

• The strategy suggests reinvestment of subsidiaries’ earnings to increase shareholders value in the long

run.

• The market value is determined at 1.5 BV.

Comments

-

200

400

600

800

1,000

1,200

2009* 2015 2020 2025 2030

$ m

mSubsidiaries' market value growth

BAF AF Bank Insurance Life insurance Leasing

18

Updated vs. previous forecasts

Section 3

19

Forecast comparison of cash inflows

• The previous cash flows projections incorporated into the signed Term Sheet suggested the totalproceeds from the loan portfolio to amount up to $579 mm, while debt servicing was feasible starting from2010.

• The current cash flow projection suggest the total proceeds from loan portfolio will not exceed $368 mm.Besides significant cash flow are expected to recover only starting from 2013.

• These changes are due to the following factors:

– Overstated forecasts by the previous management;

– Improper real estate market projections: property prices were expected to climb starting from 2010;

– The time duration for legal proceedings was not properly estimated.

-

20

40

60

80

100

120

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

$m

m

Repayment of the loan portfolio

old new

Comments

20

Forecast for subsidiaries’ equity

• CAGR in the previous model – 14%, AF model – 8%.

• The forecast for growth rates, capital increase, etc. is more conservative compared to the

previous projections because:

Astana Finance has no capability to support aggressive growth by additional capital

injections;

Most subsidiaries are start up projects expected to grow gradually, supported only by

reinvested earnings.

Comments

0

100

200

300

400

500

600

700

800

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

$m

m

old new

21

Difference of cash flow forecast (2010 - 2023)

old updated difference

Inflows 1 613 474 1 139

loans to subsidiaries 123 36 87

loan portfolio 455 332 123

securities portfolio 352 25 328

sale of subsidiaries 142 - 142

dividends from subs 525 11 514

other 15 70 - 55

Outflows - 1 614 - 475 - 1 139

operating expenses - 151 - 120 - 31

investments - 446 - 12 - 434

interest payments - 390 - 38 - 352

principal payments - 627 - 305 - 323

$mm

22

Updated cash inflows vs outflows (signed

Term Sheet)

• The updated cash flow projection suggests the Company fails to meet its liabilities under the signed

Term Sheet. Therefore, the signed Term Sheet should be revised with significant changes in the terms of

restructuring;

• The accumulated cash deficit is to reach $190mm by the end of 2017.

Comments

-50

0

50

100

150

200

250

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

$ m

m

Updated inflows vs. outflows (signed Term Sheet)

inflows term sheet outflows

23

New Terms of Restructuring

Section 4

24

Principles for restructuring

• To avoid bankruptcy of Astana Finance.

• No cash support from Samruk-Kazyna.

• To reach terms acceptable to creditors which are

executable.

25

General approach to restructuring and

assumptions

• International creditors are repaid using proceeds from the loan portfolio;

• Maximization of the Loan Portfolio collection (in the current model - $368

mm, which comprises 35%);

• Transfer of DAMU liabilities with corresponding assets to Bank Astana

Finance - around $10.5 mm;

• Astana Finance will not resume lending activities;

• Constant development and new funding for subsidiaries;

• Repayment to Pension funds using proceeds from the growth of market

capitalization of the subsidiaries and their sale in the future or through swap

of zero coupon bonds of Samruk-Kazyna;

• Return for Samruk-Kazyna is comprised of the proceeds from the sale or

from future value of the subsidiaries after repayment to the Pension funds.

26

• Replacement notes – 22%. Repayment

period– 8 years, grace – 3 years, rate - 2%

during grace, 6% - PIK, thereafter – 8%

annually;

• Share in equity – 70%;

• Recovery notes: 80% of all extra proceeds

from the loan portfolio and other agreed

recoveries (max. $400 mm);

• Total repayment – $297 mm.

• NPV - 12.5% at discount rate of 20%.

All creditors, except pension funds, state

entities and ECA (nominal –$956 mm) Liabilities to Samruk-Kazyna & its

subsidiaries (nominal –$228 mm)

Options for restructuring

Pension Funds

(nominal –$284 mm)

27

ECA (nominal –$217 mm)

• Transfer of ECA debt to AF

Leasing Company ;

• No haircut.

• Repayment period – 11

years, incl. grace – 3

years, interest rate –

LIBOR+1.5%.

• Transfer from Astana

Finance to the Leasing

company of assets in the

amount of US$54 mm

(credit portfolio – US$34

mm; securities - US$20

mm).

• NPV – 29% at discount

rate of 20%.

• No haircut;

• Swap to 20 year zero

coupon bonds of Samruk

Kazyna;

• Total repayment – $284

mm.

• NPV - 12.4% at discount

rate of 11%.

• 100% of liabilities are converted to

equity. Transfer to Samruk-Kazyna of

ownership of the following subsidiaries:

AF Bank (Russia), Bank Astana Finance,

2 insurance, Mortgage and Leasing

companies;

• Share in equity – 30%;

• Repayment through the projected future

value of the subsidiaries in 2020 – 2030

for $1.1 bn.

• NPV – 12.6% at discount rate of 20%.

The interest accrued on the date of the restructuring for all liabilities (except for ECA) is to be written off (subject to significant

tax exposure).

Outstanding guarantees by Leasing and Mortgage companies for corresponding debt of Astana Finance are to be waived.

• The proceeds from the loan portfolio are offered to repay the debt to all creditors, except Pension funds and ECA. These inflows are

most feasible, more reliable to forecast and most rapid to recover;

• Samruk-Kazyna zero coupon bonds swapped at par value to Astana Finance bonds are offered to pension funds as Astana-Finance

has no capabilities to repay coupons and principal during forecast;

• The Subsidiaries’ shares are offered to Samruk-Kazyna since it has more capabilities for their development and can provide support

for further growth. The loans to Subsidiaries are to be converted into their equity.

27

28

Outcomes after negotiations

Bankruptcy

NPV 0-3%

Negotiations

Pension funds

receive

Samruk-

Kazyna’s bonds

NPV 12.5%

Creditors’

agreement

NPV 12.5%

FMSA’s support

Samruk-Kazyna

receives

subsidiaries

NPV 12.6%

Action Plan

Negotiations with the creditors on Restructuring Plan June-July 2010

Signing of new Term Sheet with the Creditors’ Committee July - August 2010

Astana Finance submits the Restructuring Plan to FMSA for approval July 2010

Company presents the Restructuring Plan to Specialized Financial Court to initiate legal

procedures for the restructuringAugust 2010

Court approval of the Restructuring Plan September 2010

Distribution of Notification Letters on Creditors’ Committee and Eurobond holders meetings,

Information Memorandum and the Restructuring PlanOctober 2010

Meeting of the Eurobond holders November 2010

Final creditors’ meeting for approval of the Restructuring Plan December 2010

29