kazakh railways investor presentation

Kazakh Railways Investor PresentationSeptember 2010

Kazakh Railways Investor PresentationSeptember 2010

To be eligible to view this document you either must be (i) a “Qualified Institutional Buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or (ii) not be a “U.S. Person” within the meaning of Regulation S under the Securities Act.

2

DisclaimerTo be eligible to view this document you either must be (i) a “Qualified Institutional Buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or (ii) not be a “U.S. Person” within the meaning of Regulation S under the Securities Act. The information contained herein has been prepared by and is the responsibility of JSC National Company Kazakhstan Temir Zholy (the “Company”). Such information is confidential and is being provided to you solely for your information and may not be reproduced, retransmitted, further distributed to any other person or published, in whole or in part, for any purpose. Failure to comply with this restriction may constitute a violation of applicable securities laws. This document, if handed out at a physical roadshow meeting or presentation must be returned promptly at the end of such meeting or presentation.

The information and opinions presented herein are based on general information gathered at the time of writing and are therefore subject to change without notice. While the Company has accurately reproduced and sourced such information from market research, publicly available information and industry publications that the Company believes to be reliable, the Company has not independently verified such information and cannot guarantee its accuracy.

This document contains statements about future events and expectations that are forward-looking statements. Any statement in these materials that is not a statement of historical fact including, without limitation, those regarding the Company’s and its subsidiaries’ (together, the “Group”) business strategy, plans and objectives of management for future operations (including plans regarding the Group’s projects and capital expenditures) is a forward-looking consolidated statement that involves known and unknown risks, uncertainties and other factors which may cause the Group’s actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group’s present and future business strategies and the environment in which the Group will operate in the future and speak only as of the date they are made. The Company assumes no obligation to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements. Nothing in the foregoing is intended to or shall exclude any liability for, or remedy in respect of, fraudulent misrepresentation.

This document does not constitute an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities and nothing contained herein shall form the basis of any contract or commitment whatsoever. No reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness, accuracy or fairness. The information in this document is subject to verification, completion and change. The contents of this document have not been independently verified. Accordingly, no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its shareholders, directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this document. None of the Company, Kazakhstan Temir Zholy Finance B.V., JSC Kaztermirtrans, JSC Locomotive, or any of the Company’s respective affiliates, advisers or representatives or any other person shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with the presentation.

Investors and prospective investors in securities of any issuer mentioned herein are required to make their own independent investigation and appraisal of the business and financial condition of such company and the nature of the securities. Any decision to purchase securities in the context of a proposed offering of securities, if any, should be made solely on the basis of information contained in an offering circular or prospectus published in relation to such an offering.

This document has not been approved by the UK Financial Services Authority. This communication is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home member state under such Directive, the “Prospectus Directive”). In respect of any offering of securities, a prospectus will be prepared and made available to the public in accordance with the Prospectus Directive and, when published, can be obtained in accordance with the Prospectus Directive. Investors should not subscribe for any securities referred to in this communication except on the basis of the information contained in the final prospectus relating to the securities.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication may relate is only available to, and any invitation, offer or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This document is not intended for distribution to and must not be passed on to any retail client .

This document is not directed to, or intended for distribution to, directly or indirectly, or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration, licensing or other permission within such jurisdiction. These materials are not an offer for sale of any securities of the Company or any member of the Group in the United States, its territories or possessions or to any US person as defined in Regulation S under the Securities Act, except that it may be transmitted to (i) persons that are not U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act and (ii) to qualified institutional buyers (“QIBs”), as defined in Rule 144A under the Securities Act (“Rule 144A”) in reliance on the exemption from registration provided by Rule 144A. Any failure to comply with this restriction may constitute a violation of United States securities law. Accordingly, each person viewing this document will be deemed to have represented that it (i) is not a U.S. person within the meaning of Regulation S under the Securities Act or (ii) is a QIB. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Company does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.

This document does not constitute an advertisement or an offer or of any securities in the Republic of Kazakhstan. It is not intended to be and must not be distributed or circulated in the Republic of Kazakhstan unless and to the extent permitted under Kazakh law.

By attending this presentation and/or accepting a copy of this document, you agree to be bound by the foregoing limitations and conditions and, in particular, will be taken to have represented, warranted and undertaken that you have read and agree to comply with the contents of this disclaimer including, without limitation, the obligation to keep this document and its contents confidential.

NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF ANY SECURITIES DESCRIBED HEREIN IN ANY JURISDICTION IN WHICH ACTION FOR THAT PURPOSE IS REQUIRED. NO OFFERS, SALES, RESALES OR DELIVERY OF ANY SECURITIES DESCRIBED HEREIN OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO ANY SUCH SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION EXCEPT IN CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.

THIS DOCUMENT DOES NOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ISSUES RELATED TO AN INVESTMENT IN THE SECURITIES/TRANSACTION. PRIOR TO TRANSACTING, POTENTIAL INVESTORS SHOULD ENSURE THAT THEY FULLY UNDERSTAND THE TERMS OF THE SECURITIES/TRANSACTION AND ANY APPLICABLE RISKS. THIS DOCUMENT IS NOT A PROSPECTUS FOR ANY SECURITIES DESCRIBED HEREIN. INVESTORS SHOULD ONLY SUBSCRIBE FOR ANY TRANSFERABLE SECURITIES DESCRIBED HEREIN ON THE BASIS OF INFORMATION IN THE RELEVANT PROSPECTUS AND TERM SHEET, AND NOT ON THE BASIS OF ANY INFORMATION PROVIDED HEREIN.

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Table of Contents

Section 1 Introduction

Section 2 KTZ at a glance

Section 3 Business overview

Section 4 Corporate and financial management

Section 5 Solid financial track record

Section 6 Transaction overview

Appendix

4

Presentation team

Kanat Alpysbayev

Vice-President of Economy and Finance

Yerzhan Tajiyakov

Managing Director of Finance

5

Investment highlights

Key role as vertically integrated transport company in the Caspian region

Railway infrastructure accounts for 74.4% of all Kazakh freight transportation (ex. pipelines)

Railways are the primary mode of domestic passenger travel in Kazakhstan in terms of passenger turnover

Largest commercial employer and the leading tax payer in Kazakhstan

Status as national railway monopoly

Extensivegovernment support

Strong credit profile

Backbone of Kazakh economy

Key transportation company within the Eurasian transit hub, transporting a significant share of transit and gross export volumes from Kazakhstan

Monopoly infrastructure owner and locomotive traction provider. Leading integrated freight operator and passenger carrier in Kazakhstan (58.5% of overall Kazakh freight turnover in 2009)

Geographic reach and flexibility of service allow KTZ to take advantage of expanding regional centres

Track record of EBITDA growth as a result of vertical integration and cost efficiency

Prudent capital structure, conservative leverage and debt maturity profile

Stronger key financial indicators vs. higher rated international peers

One of Kazakhstan’s highest rated corporate issuers

Strategic enterprise with 100% ownership by Samruk-Kazyna and government support

Tariff-setting policy, recipient of direct state subsidies and equity injections

The Government has historically supported KTZ by providing grants and capital contributions for railway infrastructure development and capital expenditure plans

6







Appendix

7

86%

8%3% 3%

KTZ at a glance

Strategic company with a status of a “National Company”

100% state owned via the National Welfare Fund (“Samruk-Kazyna”)

Substantial backing from the government via– Direct subsidies and capital contributions– Historical commitment to investment in KTZ’s

capex programme– Strong support from the regulator ensuring

financial stability and predictability Monopoly owner of Kazakhstan’s track network

and related infrastructure Dominant role in passenger and freight segments Major contributor to the Kazakh economy

– Largest commercial employer (140,000+ staff)– Leading taxpayer

One of the highest credit ratings in Kazakhstan (Baa3/BB+/BBB-)

Key investment highlights Key financial indicators *

84%

10%2% 4%

Freight transportation

Passenger transportation

Government grants

Other revenue

Revenue composition

Source: KTZ accounts

927

995

921

1,066

800

850

900

950

1,000

1,050

1,100

2008

2009

H1 2

009

H1 2

010

Total Assets (KZT, bln) EBITDA 3 (KZT, bln)

104.4

89.9

30.2

85.6

0

20

40

60

80

100

120

2008

2009

H1 2

009

H1 2

010

* Solely for the convenience of the reader, this presentation presents recalculations of certain Tenge amounts into US dollars at the relevant specified rate. No representation is made that the Tenge or US dollar amounts in this presentation could have been converted into US dollars or Tenge, as the case may be, at any particular rate at all. 1 USD equivalent calculated using official exchange rate as of period end (2008: $1 – KZT120.77 / 2009: $1 – KZT148.36 / H12009: $1 – KZT150.41 / H2 2010: $1 – KZT147.46)2 USD equivalent calculated using official exchange rate for period average (2008: $1 – KZT120.30 / 2009: $1 – KZT147.50 / H12009: $1 – KZT144.69 / H2 2010: $1 – KZT147.05)3 The Group defines EBITDA as profit(loss) for the period before income tax, finance costs, depreciation and amortization. EBITDA is not a measure of financial performance presented in accordance with IFRS. Accordingly, it should not be considered as an alternative to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity

+183%+7%

H1 2010 FY 2009

($867.4mln eq.)2

($609.5mln eq.)2

($208.6mln eq.)2

($581.8mln eq.)2

($7.6bln eq.)1

($6.7bln eq.)1

($6.1bln eq.)1

($7.2bln eq.)1

Source: KTZ accounts

8

Republic of Kazakhstan – country snapshot

A vital hub for trade across Central Asia, including China, Russia and the CIS countries

Substantial oil and gas reserves and deposits of natural resources

Strong economic performance with an average GDP growth of 11.6% from 2005 through 2009

Accumulating international reserves amid rallying commodity prices

57.1

81.0

104.9

134.4

105.6109.8*

0

20

40

60

80

100

120

140

2005 2006 2007 2008 2009 2010(f)

CAGR = 11.6%2005-2009

Source: EIU country report September 2010 - IMF, International Financial Statistic and official forecasts* 2010 forecast figure based on IMF’s 4% growth projection for Kazakhstan’s economy in 2010, based on first quarter developments

Nominal GDP growth (US$, bln) Substantial international reserves (US$, bln)

7.1

19.1

17.6

19.9

23.2

0

5

10

15

20

25

2005 2006 2007 2008 2009

CAGR = 27%2005-2009

Country highlights

9

The KTZ rail network is the backbone of Kazakh export economy

Freight turnover in Kazakhstan for 2009

Source: National Statistics Agency of Kazakhstan (www.stat.kz)

Rail58.5%

Water and other0.5%

Pipelines21.3%

Road19.7%

Including pipelines

Water and other0.6%

Road25.0%

Rail74.4%

Excludingpipelines

10

Railways compare favourably with other transportation alternatives

Road Pipeline Air

KTZ operates the backbone of Kazakhstan’s transportation network, providing:

Underdeveloped road infrastructure

Affected by weather conditions

Limited to oil and gas products

Maintenance cycles

Expensive

Subject to weather conditions

Limited by the weight and dimension of the freight being carried

Water

Slow

Impassable in winter

Lack of sea access

Limited access to navigable waterways

Geographicreach

SpeedCost

efficiencyHigh carrying

capacityWeather resilience

11

4.1x

3.4x

3.0x 3.0x2.7x 2.7x

2.3x 2.2x 2.2x1.9x

1.7x

1.3x 1.3x1.1x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

Kan

sas

C S DB

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MT

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RZ

D

0.6

0.5

0.40.3 0.3 0.3

0.3 0.3 0.3 0.3 0.3 0.3 0.3

0.1

0.0

0.1

0.2

0.3

0.4

0.5

0.6

0.7

0.8

DB

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Z

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Uni

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Can

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C S

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R C

orp

KTZ – An efficient and well capitalised operator compared to its larger international peers

2009 Asset Turnover1 2009 Net Debt / EBITDA2

Source: KTZ reportsNote: FX as of 31 December 2009: CAD/USD=0.95388. RUB/USD=0.03299, EUR/USD=1.43475, JPY/USD=0.01074, KZT/USD=0.00673, HKD/USD=0.12896.1.Asset turnover defined as 2009 sales over total assets.2.Net debt includes interest bearing liabilities only (long and short term debt adjusted for cash & cash equivalent). EBITDA defined as reported EBIT/operating profit adjusted for depreciation and

amortization except for Deutsche Bahn and Russian Railway which are as per reported EBITDA. East Japan Railway and Central Japan Railway financials calendarised to December year end.

KTZ efficiently uses its asset base to generate sales

Conservative debt management allows KTZ to maintain low leverage and manage financial targets and covenants

12

Ownership structure of KTZ and corporate governance

KTZ is 100% state owned via the National Welfare Fund “Samruk-Kazyna”

Monopoly owner of Kazakhstan’s track network

Status of Strategic Enterprise (“National Company”)

The government has historically supported KTZ via capital injections and subsidies

Support from the regulator leads to stability of cash flow streams

100% state owned via Samruk-Kazyna Samruk-Kazyna - Sovereign Wealth Fund

KTZ - among the highest rated Kazakh issuers

Source: KTZ 2009 IFRS financial statements

Source: KTZ reports

100%

KTZ

National Railways

100%

KEGOC

State Electricity Grid

100%

KMG

National Oil& Gas Company

Baa1 / BBB+

Baa2 / BBB

Baa3 / BBB-

Ba1 / BB+

Corporate governance

Samruk-Kazyna on behalf of the government:

– Appoints members of the Board of Directors

– Approves the corporate management code

– Appoints KTZ’ auditors

KTZ plans to implement corporate governance improvements to meet international standards

Other Assets

Incl.: Banking, Telecoms, Media,

Real estate

13







Appendix

14

Rail freight market trends in Kazakhstan

In 1997 Kazakhstan began to reform the railways sector to reverse the trend of decreasing transportation volumes

Today, the rail freight market plays an important role, due to:

– Transit hub between Asia and Europe

– Vast territory and land locked position

– Substantial export volumes of natural resources

– Dispersed population and economic centres

The railway system is part of 5 international transport corridors

Bilateral treaties to facilitate access to sea ports

The average distance of freight transported amounted to 796km in 2009

Rail freight market trends

Source: KTZ reports

0%

10%

20%

30%

40%

50%

2008 2009 H1 2009 H1 2010

% o

f to

tal f

reig

ht

turn

ove

r

Export Domestic Transit Import

Exports constitute an important element of total freight turnover

Net freight turnover bln tonne-km as of 2009

94

196

197

823

2 271

2 524

0 500 1000 1500 2000 2500 3000

Deutsche Bahn

Ukraine Rail

KTZ

Canadian Pacific

Russian Rail

China National Rail

Source: NSA and the Worldwide Association of Cooperation of Railways Companies and other publicly available information

Net freight turnover overview

15

8,8%

15,5%

11,0%

4.2%

24,9%29,4%

6.2%

Coal

Oil & oil products

Iron ore

Grain and grain products

Ferrous materials

Construction materials

Other

Freight segment overview

Freight transportation revenues represent over 85.6% of KTZ’s total revenues in H1 2010

In 2008 and 2009, more than 80% of the freight consisted of natural resources, construction materials and grain

The group’s fleet includes 1,638 locomotives and 60,337 freight cars

The current CAPEX programme is focused on increasing the overall fleet size significantly over the next several years

Freight market

Freight revenues % of total revenues Freight turnover structure by cargo type

Source: KTZ reports. Freight turnover measured by Bln tonne per km

16,1%

11,5%

7,0%

4,6%

8,0%

24,0%28,8%

KTZ freight turnover development

85,684,786,1 84,6

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2008 2009 1H'09 1H'10

Rev

enue

bre

akdo

wn

by s

ourc

e

Freight revenue Other revenue

Average = 85.25%

Source: KTZ reports

148164 172

191201

215197

89101

0

50

100

150

200

250

2003 2004 2005 2006 2007 2008 2009 1H'09 1H'10

Bln

ton

ne-k

m

Source: NSA, KTZ reports

+13%

CAGR = 5%2005-2009

H1 2010 FY 2009

16

25,219,4

47,457,7

010203040506070

2008

2009

H1 2

009

H1 2

010

Key freight activities - commodities

Coal Iron oreOil and Oil products

Construction materials

Grain and grain products

Ferrous metals

KTZ’s key freight transportation by type of freight

Commodities account for more than 70% of country’s exports

KTZ plays a vital role as a commodity freight transporter with 58.5% market share in all freight turnover in Kazakhstan as of 2009YE

Strong diversification across the commodities by freight type

Turnover (bn of tonnes-km)

11,19,8

22,6

16,8

0

5

10

15

20

25

2008

2009

H1 2

009

H1 2

010

15,715,4

31,834,6

05

10152025303540

2008

2009

H1 2

009

H1 2

010

9,89,1

3,6 4,2

0

2

4

6

8

10

12

2008

2009

H1 2

009

H1 2

010

8,97,3

15,716,1

0

5

10

15

20

2008

2009

H1 2

009

H1 2

010

6,37,3

13,912,9

02468

10121416

2008

2009

H1 2

009

H1 2

010

Source: KTZ reports

17

46,2%

16,4%

37,4%

Railw ays

Automobile

Air

21%

3%

76%

Interregional

International

Intercity and suburban

7,47,2

14,914,4

0

2

4

6

8

10

12

14

16

18

20

2008 2009 H12009

H12010

Passenger segment overview

16.618.8

9.09.4

02

468

10

121416

1820

2008 2009 H12009

H12010

Railway transportation is the main passenger transportation mode in Kazakhstan in terms of passenger turnover

KTZ operated approx 92% of all passenger routes Fares are regulated by the Anti-Monopoly Agency, with

shortfalls covered by government grants The 2009 turnover increase in passenger transportation

resulted primarly from:– Migration from more expensive means of travel during the

financial crisis– Stability of passenger fares

Passenger market KTZ passenger volume turnover development

Passenger turnover breakdown by routeMode of passenger turnover in Kazakhstan

Source: KTZ reports, NSA Source: KTZ reports

Source: KTZ reports

75%

2%

23%

Turnover (bln per km) Total passengers (mln)

+3% +4%

H1 2010 FY 2009FY 2009

18

Not more thanone increase

p.a.

Few legal restrictions on price increases

Not more thantwo increases

p.a.

Tariff policy setting mechanism

KTZ has budgeted for increase in freight transportation tariffs by 15% in 2011 and 2012

2011 and 2012 budgeted tariff increases are currently under consideration by the agency

Freight tariff setting mechanism Average freight tariff increase

Natural monopoly

INFRA- STRUCTURE

Main railroad infrastructure

Dominant market

SERVICESLocomotive traction,

freight cars and containers, cargo

operations

Adopted at annual CIS conference

TRANSIT

0,0%

17,6%

15,0%15,0%15,0%

0,0%

5,0%

10,0%

15,0%

20,0%

янв.08 янв.09 янв.10 2011* 2012*

Tariff increases resumed in

2010 following the financial

crisis

Average tariff increase (% p.a.)

All tariffs increases are subject to prior approval by the Anti-Monopoly Agency

* Budgeted tariff increases for 2011 and 2012 have been submitted to the Anti-Monopoly Agency for approval

Tariffs are typically prepared on the basis of

CIS Tariff Policy

19







Appendix

20

Strategy is aligned with ongoing reforms to enhance efficiency *

The plan to implement the Development Strategy has received all requisite corporate approvals and is pending approval by the Government, which is expected to occur in late 2010

Development Strategy contemplates a restructuring of the Group as follows:

– Create a more efficient holding company structure

– Redistribute assets, personnel and functions to isolate the four principal business lines

– Divest non-core assets

Primary Strategic Principles

Gradually replace regulated tariffs by market price mechanisms Ensure efficient access to railway infrastructure Enhance efficiency of railway services

Liberalisation and regulatory reforms1

Freight transportation Passenger transportation Mainline railway infrastructure Locomotive and rolling stock assembly and repair

Focus on four principal business lines2

Eliminate indirect subsidy of passenger transportation by freight operations Create efficient state funding mechanism for passenger segment Develop private and public partnerships

Reform passenger transportation3

Modernise the mainline railway infrastructure and replace rolling stock Upgrade a substantial part of the mainline railway network

Upgrade and modernise infrastructure

4

* No assurance can be given that the Development Strategy in relation to the Group will be successfully implemented, that it will not have unintended consequences, or that it will not be changed to reflect future circumstances

21

KTZ subsidiary strategy and envisaged structure

Mainline railway infrastructure

JSC National Company Kazakhstan Temir Zholy

JSC Kaztemirtrans +JSC Locomotive

Development Strategy – Creating a more efficient holding company structure

Manage the mainline railway network and related repair and maintenance functions

Empowered to directly provide access to the mainline railway network to the Group’s operators and private operators

Create a wholly owned subsidiary by combining Kaztemirtrans, Locomotive and certain assets of the Company

To obtain the status of the national freight operator

Will retain status as the national passenger transportation operator

To own and operate the Group’s passenger locomotives and passenger cars

JSC Passengers Transportation

Creation of a new wholly owned subsidiary

Freight transportation Passenger transportationLocomotive and rolling stock

assembly and repair

Planned joint ventures with companies with expertise in locomotive and rolling stock assembly and repair

Aim to improve haulage performance and implement international best practices

Joint Ventures

As part of the Development Strategy, KTZ intends to divest non-core assets that have minimal strategic importance to the Group

22

Network National carrier with high market share (80%)

Independent carriers with potential to expand in case of high competitiveness and efficient strategy execution

State control of “non-discriminatory” access to railway infrastructure

Non-discrimination of the National carrier

– Allowing to perform activities on fully commercial basis

– Transition to market principles

Non-discrimination of independent carriers

– Equal access to national and local railway infrastructure

Target structure of freight transportation

Non-discrimination – the key condition for efficient competition

Illustrative structure of industry dynamics

Competitive market

Natural monopoly

Passenger

Freight

JSC «NC «KTZ»Holding

Independent freight carriers

Independent passenger

carriers

Freight carrier

Passenger carrier

Infrastructure operator

Target institutional model of the industry

23

Increasing capacity

General infrastructure

Fleet modernization

Construction of a new rail line

Zhetygen and Khorgas – app. 293km in length is expected to open another railway border point with China

Uzen and the Turkmenistan border – app. 146km will form part of an international corridor

Acquire or modernise locomotives Acquire freight wagons

Further develop the Dostyk border station and strengthen the Aktogai-Dostyk rail section

Increasing the capacity of Dostyk-Alashankou customs station

Rehabilitate rail lines Develop information, automation and telecommunication systems

KTZ’s investment strategy – Focus on key projects up to 2015

Prioritisation of infrastructure development to further adapt railways network to international standards and meet future demand

Key investment areas include

24







Appendix

25

KTZ - Financial OverviewRevenues Total Assets

Total Debt / EBITDA 3EBITDA 3

Bln KZT

279,5222,7

480.9483,8

0

100

200

300

400

500

600

2008 2009 1H2009 1H2010

Source: KTZ reports, Bloomberg1 USD equivalent calculated using official exchange rate as of period end (2008: $1 – KZT120.77 / 2009: $1 – KZT148.36 / H12009: $1 – KZT150.41 / H2 2010: $1 – KZT147.46)2 USD equivalent calculated using official exchange rate for period average (2008: $1 – KZT120.30 / 2009: $1 – KZT147.50 / H12009: $1 – KZT144.69 / H2 2010: $1 – KZT147.05)3 The Group defines EBITDA as profit(loss) for the period before income tax, finance costs, depreciation and amortization. EBITDA is not a measure of financial performance presented in accordance with IFRS. Accordingly, it should not be considered as an alternative to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity* The ratio for 30 June 2010 is computed based on EBITDA for the twelve months ended 30 June 2010

Bln KZT

921.4

994,8

927,0

850

900

950

1000

1050

1100

2008 2009 1H2010

Bln KZT

85,6

30,2

89,9

104,4

0

20

40

60

80

100

120

2008 2009 1H2009 1H2010

x

1,45

1,92

1,27

0,0

0,5

1,0

1,5

2,0

2,5

2008 2009 1H2010*

+26%

+183%

($7.6bln eq.)1

($6.7bln eq.)1

($7.2bln eq.)1

($867.4mln eq.)2

($609.5mln eq.)2

($208.6mln eq.)2

($581.8mln eq.)2

($4.0bln eq.)1 ($3.2bln eq.)1

($1.4bln eq.)1

($1.8bln eq.)1

26

x

0,140,150,15

0,11

0,00

0,05

0,10

0,15

0,20

2008 2009 1H2009 1H2010

x

1,45

1,92

1,27

0,0

0,5

1,0

1,5

2,0

2,5

2008 2009 1H2010 *

Conservative financial policy within a consistent framework

Overview of key financial ratio guidelines

Net debt to net capitalisation 3 Total Debt to EBITDA 2 ratio

Conservative debt management policy

Maintain significant headroom within its

financial ratio guidelines

– Total Debt to EBITDA ratio ≤ 3.50

– Maintain adequate capitalisation

Extending debt maturity profile

1 USD equivalent calculated using official exchange rate as H1 2010 period end of $1 - KZT147.462 The Group defines EBITDA as profit(loss) for the period before income tax, finance costs, depreciation and amortization. EBITDA is not a measure of financial performance presented in accordance with IFRS. Accordingly, it should not be considered as an alternative to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. 3 = Net debt / (Net debt + Equity)* The ratio for 30 June 2010 is computed based on EBITDA for the twelve months ended 30 June 2010

Bln KZT

21.9

108.9

63.3

0

20

40

60

80

100

120

Up to 1 y ear 1 to 5 y ears More than 5 y ears

Bank debt

Debt securities

Maturity profile of bank debt and debt securities

Source: KTZ reports, numbers as of FY 2009

($148.2mln eq.)1

($738.6mln eq.)1

($429.6mln eq.)1

-6%

27

Effective Risk Management Policy

In order to mitigate the currency risk on foreign currency borrowings, KTZ:– Developed systems to monitor market risks and sensitivities to FX movements– Maintains a portion of its cash in USD– In the process of establishing a hedging framework– Developing a methodology for hedge accounting in accordance with IFRS

FX rate risk

Inflation and commodity

prices

Tariff setting mechanism factors in inflation and commodity prices developments – Budgets for purchases of services and materials based on the Department of

Marketing and Procurement Analysis market research and forecast reports Procurement tenders at the beginning of a year allow flexibility to decrease the

initially fixed price subject to commodity or service price decrease

Economic risk

Risk of reduction in freight traffic following economic slowdown is mitigated by:– Initiatives to improve efficiency and productivity– Measures to reduce costs and increase profitability

Interest and Refinancing

risk

To manage its interest rate risk, the Group monitors changes in interest rates and attempts to balance the fixed/floating composition of its financing portfolio

To manage upcoming redemptions, KTZ has accumulated USD denominated cash balances ahead of its 2011 Eurobond repayment

28

Key historical financial highlightsKZT, bn 2008 2009 H1 2010

Balance sheet summary

Total Assets927.00

($7.67bln 1)994.8

($6.70bln 1)1,066.02

($7.22bln 1)

Total Equity643.85

($5.33bln 1)661.00

($4.45bln 1)712.74

($4.83bln 1)

Cash & Cash Equivalents49.16 ($407.05mln 1)

52.44 ($353.46mln 1)

57.88 ($392.52mln 1)

Total Debt/EBITDA 3 1.27 1.92 1.45 4

KZT, bn 2008 2009 H1 2009 H1 2010

Income statement summary

Total Revenue

483.76 ($4.00bln 1)

480.99 ($3.24bln 1)

222.75 ($1.48bln 1)

279.51 ($1.89bln 1)

Profit for the period63.88 ($528.93mln 1)

19.49 ($131.36mln 1)

(1.50) ($9.97mln 1)

40.95 ($277.67mln 1)

EBITDA 3 104.35 ($867.43mln 2)

89.90 ($609.46mln 2)

30.18 ($208.58mln 2)

85.56 ($581.81mln 2)

Cost of Sales377.18

($3.12bln 1)368.96

($2.48bln 1)171.38

($1.13bln 1)193.20

($1.31bln 1)

Capital Expenditure135.4 ($1.12bln 1)

111.1 ($748.85mln 1)

47.0 ($312.47mln 1)

65.1 ($441.40mln 1)

1 USD equivalent calculated using official exchange rate as of period end (2008: $1 – KZT120.77 / 2009: $1 – KZT148.36 / H12009: $1 – KZT150.41 / H2 2010: $1 – KZT147.46)2 USD equivalent calculated using official exchange rate for period average (2008: $1 – KZT120.30 / 2009: $1 – KZT147.50 / H12009: $1 – KZT144.69 / H2 2010: $1 – KZT147.05)3 The Group defines EBITDA as profit(loss) for the period before income tax, finance costs, depreciation and amortization. EBITDA is not a measure of financial performance presented in accordance with IFRS. Accordingly, it should not be considered as an alternative to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity4 This ratio is computed as total debt divided by EBITDA. The ratio for 30 June 2010 is computed based on EBITDA for the twelve months ended 30 June 2010

29







Appendix

30

Other group companies

4%

Guarantors, 96%

Overview of the issuer and guarantor group

A Eurobond issue will benefit from strong direct credit support from guarantors

JSC National Company Kazakhstan Temir Zholy

Issuer

Kazakhstan Temir Zholy Finance B.V. *

JSC Kaztemirtrans JSC Locomotive

Company and Guarantor Guarantor Guarantor

Total assets

* Prior to the first interest payment date, KTZ intends to, upon satisfaction of certain conditions, be substituted for the Issuer. The Company has until the second interest payment date to effect the intended substitution without the consent of the noteholders and the Trustee

31

Eurobond - offering summary

Issuer Kazakhstan Temir Zholy Finance B.V.

Guarantors JSC National Company Kazakhstan Temir Zholy, JSC Kaztemirtrans, JSC Locomotive

Issue Guaranteed Eurobonds

Issue Format Reg S / 144A

Amount Benchmark size

Tenor Intermediate to long term maturity

Coupon Semi-annual

Change of control Put at 101% if KTZ ceases to be controlled by the Government of the Republic of Kazakhstan

Company RatingMoody’s: Baa3 stable outlookS&P: BB+ stable outlookFitch: BBB- stable outlook

Listing London Stock Exchange

Law English

Bookrunners Barclays Capital, HSBC and RBS

32







Appendix

33

Overview of key subsidiaries

JSC Passengers Transportation

JSC Kaztemirtrans *

JSC Locomotive *

A 100% owned subsidiary Owns the Group’s locomotives Provides locomotive haulage services to the Company and conducts

shunting operations, which involves sorting rolling stock into trains

A 100% owned subsidiary Owns the Group’s freight railcar fleet Provides freight railcars and logistics services to the Company

A 100% owned subsidiary Status as the national passenger transportation and terminal operator

* Locomotive and Kaztemirtrans are dominant providers of railcars and locomotive haulage services, also defined as entities controlling 35% or more of the market share in respect of a service. Furthermore, both Kaztemirtrans and Locomotive are subject to Government oversight

Most significant subsidiaries of KTZ

34

Passenger transportation services benefit from a system of subsidies

Development and current situation Subsidy and budgeting process

JSC «Passenger transportation»

JSC «Suburban transportation»

JSC «Passenger

transportation»

JSC «Suburban transportation»

Track communication Committee of Ministry of

transportation and communication of

Kazakhstan

An open tender system used to determine subsidies for socially significant passenger transportation routes

– Subsidies for international routes are funded from Kazakhstan’s budget

– Subsidies for intercity and suburban routes are funded by local municipalities

Currently, passenger transportation is indirectly subsidized by freight transportation

– Goal is to eliminate cross subsidization

Subsidies contracts are for a fixed term of 3 years

– Can be used only as a coverage for losses

Subsidies and government grants represented 2.09% of KTZ’s revenues in 2009 and 2.83% in H1 2010

– In 2010YTD subsidies have increased by 70% vis-à-vis year 2009

Government and Local budget [KZT 10,069 bn. in 2009]

Government budget [KZT 9,159 bln]

Local budget[KZT 0.91bln]

Grants through local executive authorities

kazakh railways investor presentation

Economy & Finance