JSC National Company Kazmunaygas CHANGES TO NC KMG & KMG EP RELATIONSHIP AGREEMENT

TIDM67LN

JSC National Company Kazmunaygas

17 June 2016

17 June 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

CHANGES TO RELATIONSHIP AGREEMENT BETWEEN NC KMG AND KMG EP

JSC National Company KazMunayGas ("NC KMG") is today publishing the attached full proposal for changes to the Charter of JSC KazMunaiGas Exploration Production ("KMG EP") and to the Relationship Agreement that governs the interaction between NC KMG and KMG EP, as well as a proposal to offer an exit to those shareholders who wish one if these proposals are approved.

NC KMG has formally requested an EGM of KMG EP to enable shareholders to vote on these proposals. The proposals require the support of a majority of Minority Shareholders who vote at the EGM to proceed.

Click on, or paste the following link into your web browser, to view the associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/5471B_-2016-6-17.pdf

Note:

KMG NC, Central Asia's largest oil and gas company, is Kazakhstan's national operator for exploration, production, refining and transportation of hydrocarbons. The Company accounts for 28.6% of oil and 16% of gas production in Kazakhstan and is one of the country's largest employers, with over 76,000 employees. The consolidated oil and gas condensate output in 2015 amounted to 22,670 thousand tons, gas production - 7,255 MMcm, 16,317 thousand tons of oil were sent to the refineries for processing; the proven oil and gas condensate reserves are 801.2 mn tons. The Company represents the Government in the oil and gas sector, 90% of it is owned by the "Samruk-Kazyna" JSC, Kazakhstan's sovereign wealth fund, and 10% by the National Bank of the Republic of Kazakhstan. KMG NC has participatory interests in 38 oil & gas businesses in Kazakhstan and abroad.

Enquiries:

Media enquiries:

 
 Portland 
 Oliver Pauley    +44 (0)207 554 1608

This announcement does not constitute an offer or invitation to purchase any securities. Any offer (if made) will be made solely by certain offer documentation which will contain the terms and conditions of any such offer (if made) and details of how to accept it.

Any offer contemplated in the documentation referred to in this announcement will be made in compliance with, to the extent applicable, Regulation 14E ("Regulation 14E") under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). NC KMG is analyzing whether any such offer is exempt from certain of the requirements of Regulation 14E pursuant to Rule 14d-1(c) or 14d-1(d) under the Exchange Act (the "Cross-Border Tender Offer Exemptions").

In the event that NC KMG determines that such offer is exempt from certain of the requirements of Regulation 14E pursuant to a Cross-Border Tender Offer Exemption, it and any covered person may rely on any exemption or relief provided for by such Cross-Border Tender Offer Exemption, including any available exemption from the requirements of Rule 14e-5 that permits brokers undertaking the offer or their affiliates to acquire, or make arrangements to acquire, Shares or GDRs outside the United States other than pursuant to such offer, on or off the Kazakhstan Stock Exchange or the London Stock Exchange or otherwise, before or during the timeframe of the offer, so long as those acquisitions or arrangements comply with applicable Kazakhstan Laws and practice and the provisions of such exemption. In such event, information about any such acquisitions or arrangements which is made public in Kazakhstan will be made available, including in the United States.

This communication is only being distributed to and is only directed at persons who are (i) outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) persons who are holders of the Securities or who otherwise fall within Article 43 of the Order or (iv) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (v) any other persons to whom this communication may lawfully be communicated (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this document or any of its contents.

This announcement, including information included in the documentation referred to in this announcement, may contain "forward-looking statements" concerning NC KMG. All statements other than statements of historical facts included in this document may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Such forward looking statements involve risks and uncertainties that could significantly affect expected results or outcomes and are based on certain key assumptions. Many factors could cause actual results or outcomes to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. NC KMG assumes no obligation and does not intend to update these forward-looking statements, except as required pursuant to applicable law.

This information is provided by RNS

The company news service from the London Stock Exchange

END

NRAGGUWAQUPQURM

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June 17, 2016 06:07 ET (10:07 GMT)

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