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28 September 2025, 09:04
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24.09.2025 23:45 #Securities

ALATAU CITY INVEST JSC, HALYK FINANCE JSC AND TENIZ CAPITAL INVESTMENT BANKING JSC ANNOUNCE THE FINAL YIELD TO MATURITY AND COMPLETING THE ACCEPTING OF APPLICATIONS FOR PARTICIPATION IN THE PLACEMENT OF DOLLAR EUROBONDS OF BAITEREK NATIONAL MANAGING HOLDING JSC

/KASE, September 24, 2025/ – JSC "Alatau City Invest", JSC "Halyk Finance", JSC "Teniz Capital Investment Banking" as joint bookrunners provided the Kazakhstan Stock Exchange (KASE) with the following notification:

quote

THIS COMMUNICATION IS NOT INTENDED TO BE ISSUED, PUBLISHED, OR DISTRIBUTED, DIRECTLY OR THROUGH INTERMEDIARIES, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA (WITH THE EXCEPTION OF QUALIFIED INSTITUTIONAL BUYERS (QIBs), WHO ARE ALSO QUALIFIED BUYERS (QPs) IN ACCORDANCE WITH THE DEFINITION BELOW), AS WELL AS IN CANADA, AUSTRALIA OR JAPAN THIS MESSAGE IS NOT INTENDED FOR DISTRIBUTION TO AN UNSPECIFIED GROUP OF PEOPLE AND IS ADDRESSED ONLY TO MEMBERS OF KAZAKHSTAN STOCK EXCHANGE JSC. THIS ANNOUNCEMENT IS NOT AN ADVERTISEMENT OF SECURITIES IN THE REPUBLIC OF KAZAKHSTAN

Hereby, JSC "Alatau City Invest", JSC "Halyk Finance", JSC "Teniz Capital Investment Banking" announce the final yield to maturity and completing the accepting of applications for participation in the initial placement of bonds of Baiterek NMH JSC (Issuer), issued in accordance with the legislation of a foreign state (hereinafter – Eurobonds).

All applications from investors are accepted through the ASTS+ trading and clearing system (stock market) (hereinafter referred to as the trading and clearing system) on KASE.

Acceptance of applications from potential investors through the trading and clearing system on KASE begins simultaneously with the start of the placement of Eurobonds on the territory of a foreign state, on the same terms of placement of Eurobonds (including the conditions for determining the price of their placement) as when they are placed on the territory of a foreign state.

Joint Bookrunners: J.P. Morgan, Societe Generale, Alatau City Invest, Halyk Finance and Teniz Capital Investment Banking.

The Development Finance Structuring Agent: J.P. Morgan

EUROBOND PARAMETERS:

------------------------------------------------------------------------------------------------
Name of the Issuer:                    JSC NMH Baiterek                                            
Expected release ratings:              Baa1 (Moody's) / BBB (Fitch)                                
Issuer Ratings:                        Baa1 (stable) on the Moody's scale, BBB (stable)            
                                       on the Fitch scale                                          
Brief description of Eurobonds:        Senior unsecured debt Eurobonds issued in                   
                                       accordance with English law and placed in accordance        
                                       with Rule 144A ("Rule 144A") and Regulation S               
                                       ("Regulation S")                                            
The period of treatment:               5 years                                                     
Security:                              unsecured                                                   
Yield to maturity on bonds:            The final yield to maturity on Eurobonds is 
                                       4.850% per annum
Expected nominal output volume:        500 million US dollars                                      
Issue currency:                        US dollars                                                  
Settlement currency:                   All calculations on Eurobonds (incl. calculations for       
                                       initial placement, coupon and principal payments), are      
                                       carried out in US dollars                                   
Denomination:                          200,000 (two hundred thousand) US dollars or a large        
                                       multiple of 1,000 (one thousand) US dollars                 
Applicable law:                        English law                                                 
Listing:                               Kazakhstan Stock Exchange JSC and Vienna MTF                
Clearing calculations:                 Euroclear / Clearstream / DTC                               
Intended use:                          General corporate purposes, including for financing         
                                       the Issuer's subsidiaries                                   
---------------------------------------------------------------------------------------------------
THE PROCEDURE FOR OFFERING BONDS FOR PURCHASE IN KAZAKHSTAN:                                      
---------------------------------------------------------------------------------------------------
Application Acceptance Day:            September 24, 2025                                          
Application start time:                13:30 Almaty time                                           
Application deadline:                  22:00 Almaty time                                           
The expected date for determining the  September 24, 2025 (London time)                            
price and volume of satisfied investor                                                             
applications:                                                                                      
Expected settlement date:              October 01, 2025                                            
                                       The calculations for the initial placement are carried      
                                       out in US dollars                                           
The price of the application:          The yield to maturity is indicated, expressed as a          
                                       percentage per annum (in the "Link" field). The price       
                                       indicated in the application is 100 (for technical          
                                       purposes only). In the case of market bids, the price       
                                       is indicated "At the counterparty's price".                 
Application volume:                    The volume of applications must be indicated in US          
                                       dollars. The minimum amount of the application is           
                                       200,000 (two hundred thousand) US dollars or a large        
                                       multiple of 1,000 (one thousand) US dollars.                
---------------------------------------------------------------------------------------------------

Terms of Eurobond settlements:

By submitting a purchase request, the bidder agrees to block KASE Clearing Center JSC (hereinafter referred to as CC) from providing a single limit with further money supply by the bidder to the CC's account in the CD no later than 12:00, October 01, 2025 (T+5) if the submitted application is satisfied for purchase.

Information on the satisfaction of bids (allocation) will be provided to bidders who submitted bids on September 25, 2025 (T+1) through the KASE trading and clearing system.

If the submitted purchase request is satisfied, the bidder who submitted the purchase request is responsible for the delivery of money to the Central Committee's account in the Central Committee no later than 12:00 on October 01, 2025 (T+5).

The buyer is responsible for the accuracy of the information provided in the buyer's application.

Investors wishing to apply for the purchase of Eurobonds in the 144A format should contact the Joint Bookrunners J.P.Morgan Securities Plc and Societe Generale directly.

For all questions, as well as for additional information, please contact the representatives of Alatau City Invest, Halyk Finance and Teniz Capital Investment Banking at the following contacts:

Alatau City Invest: +7 (701) 888 2999, +7 (700) 686 7225, ib@alataucityinvest.kz

Halyk Finance: +7 (727) 339-43-77/88 (ext. 3373, 3448, 3356), ib@halykfinance.kz

Teniz Capital Investment Banking: +77784560179; +77763067727; ib@Tenizcap.kz

MANUFACTURER TARGET MARKET (MIFID II/UK MIFIR PRODUCT GOVERNANCE) IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY. NO EEA OR UK PRIIPS KEY INFORMATION DOCUMENT ("KID") HAS BEEN PREPARED AS NOT AVAILABLE TO RETAIL IN THE EEA OR THE UK.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THE SECURITIES WILL ONLY BE OFFERED FOR SALE IN THE UNITED STATES TO "QUALIFIED INSTITUTIONAL BUYERS" ("QIBs") AS DEFINED IN, AND IN RELIANCE UPON, RULE 144A UNDER THE SECURITIES ACT, THAT ARE ALSO "QUALIFIED PURCHASERS" ("QPs") AS DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND WILL ONLY BE OFFERED FOR SALE OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS UNDER REGULATION S UNDER THE SECURITIES ACT.

THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE NOTES REFERRED TO HEREIN IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION, EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF THE NOTES AND THE DISTRIBUTION OF THE BASE OFFERING MEMORANDUM, SEE "TRANSFER RESTRICTIONS" AND "SUBSCRIPTION AND SALE" IN THE BASE OFFERING MEMORANDUM.

THE DISTRIBUTION OF THIS ANNOUNCEMENT, THE BASE OFFERING MEMORANDUM AND THE SUPPLEMENT THERETO IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT OR SUCH OTHER INFORMATION COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS.

ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO (A) ARE OUTSIDE THE UNITED KINGDOM OR (B) PERSONS INSIDE THE UNITED KINGDOM WHO ARE (I) PERSONS WITH PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), (II) 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 OR (III) PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS IN (I), (II) AND (III) ABOVE BEING "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED INVESTORS", WITHIN THE MEANING OF PROSPECTUS REGULATION (REGULATION (EU) 2017/1129).

THIS ANNOUNCEMENT IS NOT A PROSPECTUS FOR THE PURPOSE OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"). THE BASE OFFERING MEMORANDUM, THE SUPPLEMENT THERETO AND THE PRICING SUPPLEMENT, WHEN PUBLISHED, WILL BE AVAILABLE, AT HTTPS://WWW.WIENERBORSE.AT/EN/

SINGAPORE SFA PRODUCT CLASSIFICATION: THE ISSUER HAS DETERMINED, AND HEREBY NOTIFIES ALL RELEVANT PERSONS (AS DEFINED IN SECTION 309A(1) OF THE SFA), THAT THE NOTES ARE 'PRESCRIBED CAPITAL MARKETS PRODUCTS' (AS DEFINED IN THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018 OF SINGAPORE) AND EXCLUDED INVESTMENT PRODUCTS (AS DEFINED IN MONETARY AUTHORITY OF SINGAPORE NOTICE SFA 04-N12: NOTICE ON THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE FAA-N16: NOTICE ON RECOMMENDATIONS ON INVESTMENT PRODUCTS).

A RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE SUBJECT TO REVISION, SUSPENSION OR WITHDRAWAL AT ANY TIME BY THE ASSIGNING RATING ORGANISATION. SIMILAR RATINGS FOR DIFFERENT TYPES OF ISSUERS AND ON DIFFERENT TYPES OF SECURITIES DO NOT NECESSARILY MEAN THE SAME THING. THE SIGNIFICANCE OF EACH RATING SHOULD BE ANALYSED INDEPENDENTLY FROM ANY OTHER RATING.

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[2025-09-24]