Certain consents and approvals on acquisition of voting shares in charter capital of LLPs and JSCs

1) formation of a joint venture in any legal form provided for by civil legislation;

2) joint activity on the basis of a simple partnership agreement or a consortium agreement; and

3) acquisition of participatory interest or shares in charter capital of already incorporated legal entities.

A transaction on acquisition of participatory interest or shares in charter capital of legal entities concluded without consents and approvals required by the Kazakhstani legislation may be acknowledged invalid by court at the suit of interested parties.

According to Article 32 of the Law of the Republic of Kazakhstan On Marriage, common property of spouses, among others, include securities, shares, contributions and participatory interest in the capital acquired at the expense of the spouses' total income notwithstanding on whose name and which of the spouses acquired the property. Accordingly, if a natural person sells participatory interest in a Limited Liability Partnership (LLP) or shares in a joint stock company, to exclude any risk of acknowledging such transaction invalid at the suit of the seller's spouse, it is required to obtain from the seller a notarize consent of the other spouse to alienate the participatory interest or a notarized statement that the seller is not married.

According to Article 31 of the Law On Partnerships with Limited and Additional Liability, LLP participants enjoy a priority right before third parties to buy a participatory interest or its part when sold by any participant. Any LLP participant may use this right. Should the LLP participants be unwilling to exercise the priority right, the LLP itself may exercise it. Shareholders do not have the priority right to buy shares when sold by any shareholder to third parties. While acquiring participatory interest in an LLP, it is required, before entering into a transaction, to obtain from a seller a letter confirming that other participants and the LLP itself refuse to acquire the participatory interest.

Pursuant to Article 50 of the Law On Competition, economic concentration is acquisition by a person of voting shares, participatory interest (Participatory Interest) in a market subject's charter capital, where such persons obtain a right to dispose of more than 25% of the Participatory Interest, provided that before the acquisition such person did not dispose of the market subject's Participatory Interest or disposed of 25% or less of the Participatory Interest in the charter capital of the mentioned market subject. If accumulated book value of assets of the acquirer and that of a market subject, Participatory Interest in the charter capital of which is acquired, or its aggregate volume of sold goods for the past financial year exceeds the amount of 2,000,000 monthly calculation index (for the year 2009 approximately US$21.1 million) on the date of the application submission, or one of the persons taking part in a transaction is a market subject holding a dominating or monopolistic position in a relevant goods market, Antimonopoly Agency's consent is required for such economic concentration. Economic concentration performed in absence of the Antimonopoly Agency's consent amounting to creation or strengthening of the dominating or monopolistic position of a market subject or group of persons and (or) limitation of competition may be acknowledged invalid by court.

Acquisition of the Participatory Interest in a legal entity being a subsoil user, pursuant to Article 14 of the Law On Subsoil and Subsoil Use, is qualified as transfer of subsoil use rights to another person and is performed pursuant to an authorised organ's consent. A transaction on transfer of subsoil use rights entered into in absence of the authorised organ's consent is deemed invalid from the moment of its conclusion.

According to Article 71 of the same Law, the state has a priority right before other members of a legal entity enjoying subsoil use rights and other persons to acquire the Participatory Interest in the legal entity possessing subsoil use rights (except contracts on subsurface waters and widespread mineral resources) on terms not inferior than those offered to other buyers. While acquiring the Participatory Interest in a legal entity enjoying subsoil use rights, a seller needs to obtain a letter stating that the Republic of Kazakhstan refuses from its priority right to the Participatory Interest.

According to Article 193-I of the Civil Code, strategic sites may be owned by the state and private entities. Such objects may include Participatory Interest in legal entities which own strategic sites. The list of strategic sites is formed by the Government of Kazakhstan. Encumbrance of strategic sites by third parties rights or alienation of such sites is possible pursuant to Government's decision. If a strategic site is privately owned and its owner is willing to sell the site, the Government has the priority right to purchase the strategic site at market value. Accordingly, to purchase the Participatory Interest in strategic sites, it is necessary to obtain a letter stating that the Republic of Kazakhstan refuses from its priority right to such Participatory Interest.