Offer to Buy Notice. in respect of. JSC BTA Bank Common Shares and Global Depositary Shares ( GDS ) Common Shares ISIN: KZ000A0KFFC1 NIN: KZ1C

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1 29 July 2014 To: Eligible Shareholders (as defined below) Offer to Buy Notice in respect of JSC BTA Bank Common Shares and Global Depositary Shares ( GDS ) Common Shares ISIN: KZ000A0KFFC1 NIN: KZ1C GDS's representing the Common Shares (one GDS represents five hundred Common Shares) Rule 144A: CUSIP: 05574Y100; ISIN: US05574Y1001 Regulations S: CUSIP: 05574Y209; ISIN: US05574Y2090 Dear Sirs, In accordance with item 3 clause 25 of the Law of the Republic of Kazakhstan On Joint Stock Companies #415-II dated 13 May 2003, JSC Kazkommertsbank and Mr. Kenes Rakishev (together, the Purchasers ) are obliged to propose to shareholders of JSC BTA Bank (the "Bank") to purchase their holdings of the Bank s Common Shares and/or Depositary Shares. This Offer to Buy Notice is addressed and applies to all holders of the Common Shares and/or GDSs in the Bank who hold the relevant Common Shares and/or GDSs (such persons, together, the "Eligible Shareholders") in the books of the USR (as defined in item 7 below), Euroclear, Clearstream or DTC (as applicable according to the system in which the relevant Common Shares and the relevant GDSs are held). Buy Back Offer 1. Pursuant to the requirements of Kazakh Law, the Purchasers hereby notify you that they are offering to buy the Bank's Common Shares at a price of KZT (zero point two four one six two tenge) per common share or KZT (one hundred twenty point eight one tenge) per GDS. The Bank acts as the agent of the Purchasers for centralised acceptance and processing of respective applications and other documents. All payments will be made on behalf of the Purchasers by JSC Kazkommertsbank. Payments made by JSC Kazkommertsbank to GDS holders who are non-residents of the Republic of Kazakhstan will be subject to a deduction of withholding tax of the payment amount in accordance with the tax LOI v1

2 code of the Republic of Kazakhstan. For a discussion of applicable withholding taxes and procedures for reclaiming such tax, if applicable, see Taxation in items below and the official website of the Bank. Deadlines and Delivery of Documents. 2. If: (i) you are an Eligible Shareholder and (ii) you wish to participate in the offer to buy you should (not later than (Almaty time) on 28 August 2014) deliver to the Bank (by post in sealed envelope to the following address: JSC BTA Bank, Samal-2, 97 Zholdasbekov Str., Almaty, Kazakhstan or to branch offices of the Bank at the addresses indicated on the Bank's website, in each case marked: Consent to Sell Shares in Offer to Buy, an Acceptance Notice by completing the form available on the Bank's website, together with evidence of the ownership of the Common Shares held by the relevant Eligible Shareholder. An Acceptance Notice will not be valid if (i) not all of the required information is completed therein to the satisfaction of the Bank and/or (ii) it is not delivered prior to Almaty time on 28 August Eligible Shareholders holding GDSs should note that if you wish to participate, you must tender your GDSs to The Bank of New York Mellon, as tender agent (the Agent ) pursuant to the requirements of items 8 and 9 below no later than 5:00 p.m., New York City time, on August 22, 2014 (the GDSs Expiration Date ). Eligible Shareholders holding GDSs are advised to contact the Agent at drglobaltransactions@bnymellon.com for relevant information on completing the process for tendering GDSs. No Acceptance Notice will be required to be delivered to the Agent. 3. The Bank intends to (i) publish this Offer to Buy Notice on its website; (ii) send this Offer to Buy Notice to the Depositary, in its capacity as a depositary with respect to GDSs representing Common Shares. For the purposes of this Offer to Buy Notice, a "Business Day" means any day, other than Saturday or Sunday, on which banks are open for general business in London, New York and Almaty. Additional Information 4. The number of Common Shares tendered by the Eligible Shareholders should be reflected in their Orders to write-down the Common Shares by specifying the information in the Bank or in the Unified Securities Registrar/nominal holders. 5. Once delivered by a Relevant Holder to the Bank, an Acceptance Notice is irrevocable; provided that GDSs tendered by an Eligible Shareholder holding GDSs may be withdrawn by such Eligible Shareholder prior to the GDSs Expiration Date. To be effective, the Agent must receive a written notice of withdrawal at its address as set forth on this Buy Back Notice prior to 5:00 p.m., New York City time, on August 22, The payment of the consideration to each of those Eligible Shareholders who has validly tendered in the Offer to Buy (each a "Relevant Holder") in respect of each relevant Common Share will be made on the date when the consideration for the Purchased LOI v1-2-

3 Shares will be paid by the Purchasers (the "Payment Date"), subject to the condition precedent set out in items 7 or 8 below, as applicable. Payment to holders of GDSs will be made in US dollars at the exchange rate of the National Bank of Kazakhstan on the Payment Date. Eligible Shareholders holding GDSs may be exposed to, and shall assume responsibility for all foreign currency exchange rate risk. Fees and Charges 6. Eligible Shareholders should note that: In respect of Common Shares in the form of GDSs (i) the Depositary shall deduct, from the total consideration to be paid by the Purchasers to the Relevant Holders pursuant to item 5 above, a GDS cancellation fee per each cancelled GDS (which may be up to US $0.05 per GDS) pursuant to the deposit agreement relating to the relevant GDSs; (ii) the Depositary may deduct, from the total consideration to be paid by the Bank to the Relevant Holders pursuant to item 5 above, any other fees, costs, expenses payable to it or any of its agents and other charges payable in relation to its tender in the Offer to Buy; and (iii) certain additional fees may also be charged by any clearing systems, custodians, banks or brokers through whom any GDSs are held; and In respect of registered holders of any Common Shares, additional fees may be charged by the USR or any custodians, banks or brokers through whom any Common Shares are held. Each Eligible Shareholder is solely responsible for any such fees, charges and expenses in connection with its tender in the Offer to Buy. Conditions to Payment 7. The Eligible Shareholder should submit the Order to tender their Common Shares and their entrance to the account of the Purchasers (hereinafter, the Order ) at the JSC Unified Securities Registrar (hereinafter, the USR ), and pay all fees within two days from the Notice to the Bank. If the Eligible Shareholder fails to submit the Order within stated period, the shareholder s application to tender in the Offer to Buy will be considered as withdrawn by the Eligible Shareholder. The Order form is available at the web-site of the Bank at If required the Eligible Shareholder should apply to the Bank or to the branch offices to receive the Order in a hard-copy. The Order form is also available at the web-site of the USR ( 8. The payment of the consideration to a Relevant Holder in respect of GDSs of the Bank shall be subject to a condition precedent that the Relevant Holder has given blocking instructions to Euroclear, Clearstream and/or DTC (as applicable) and such other irrevocable instructions and all other documents (if any) required by the Depositary and/or its custodian and/or of their respective agents pursuant to the applicable deposit arrangement(s) or regulation(s) of such Depositary or custodian in connection with the Offer to Buy by such Relevant Holder. Relevant Holders holding GDSs directly or indirectly through DTC are advised to contact the Depositary at drglobaltransactions@bnymellon.com in order to complete the blocking process. It is the Bank's and the Purchasers understanding as of the date hereof that the Depositary LOI v1-3-

4 or its custodian will irrevocably transfer the relevant Common Shares of the Bank represented by the relevant GDSs from the account of the Depositary in the JSC Central Securities Depository to the account opened by the Purchasers in the USR within two days from the Notice. 9. It is the sole responsibility of each Relevant Holder: (i) to make its own timely arrangements with the USR and any relevant custodian and to provide to the USR, Depositary and any relevant custodian such documents as may be required by the USR, the Depositary and/or any such custodian in connection with the sale by such Relevant Holder of the relevant Common Shares pursuant to its tender in the Offer to Buy; and (ii) where the relevant Common Shares are represented by GDSs, submissions of GDSs from Relevant Holders must act in accordance with the following instructions: Rule 144A GDSs shall be considered validly tendered only if the Agent receives prior to the GDSs Expiration Date (i) delivery of the tendered GDSs in its DTC account, participant no. 2504; and Regulation S GDSs shall be considered validly tendered only if the Agent has received, prior to the GDSs Expiration Date (1) confirmation from Euroclear or Clearstream that (i) the GDSs have been blocked in that agency s system for the purpose of tendering in the Offer to Buy and (ii) the Participant holding the GDSs certified to it on behalf of its customer that it is acting on behalf of a Relevant Holder. 10. The Common Shares in the form of GDSs in respect of which blocking instructions have been submitted to Euroclear, Clearstream and/or DTC (as applicable) by an Eligible Shareholder may remain blocked until completion of the tender in the Offer to Buy regardless of whether such Eligible Shareholder has successfully submitted to the Bank a valid Acceptance Notice. 11. Payment on bought back shares will be made within 30 calendar days from the date of the Notice provided that the bought back shares entered the accounts of the Purchasers. 12. The consideration for the sale of the Common Shares shall be paid on the Payment Date by JSC Kazkommertsbank to: the Relevant Holder using the payment details shown in the completed Acceptance Notice delivered by the Relevant Holder, in case such Relevant Holder is a registered holder of Common Shares (namely, not a holder of GDSs representing Common Shares) of the Bank to: the Depositary for onward payment to Euroclear, Clearstream and/or DTC (as applicable) for further distribution to the Relevant Holders of GDSs. Proceeds for the GDSs will be payable in US dollars at the USD/KZT exchange rate of the National Bank of Kazakhstan on the Payment Date. Taxation LOI v1-4-

5 13. All payments by JSC Kazkommertsbank to GDS holders who are non-residents of the Republic of Kazakhstan will be subject to a deduction of withholding tax of the payment amount in accordance with the Tax Code of the Republic of Kazakhstan. More detailed information on taxation issues related to the Offer to Buy are available at the web-site of the Bank: If the GDS holder is a resident of the Republic of Kazakhstan and intends to claim back the amount of tax withheld, it should provide to JSC Kazkommertsbank one of the following documents: Passport / other state-issued identification (for individuals); Copies of registration documents (for corporates). 15. If the GDS holder is a non-resident of the Republic of Kazakhstan and intends to claim back the amount of tax withheld, it should provide to JSC Kazkommertsbank such GDS holder s passport or other state-issued identification, for individuals, or local registration documents, for corporate holders, and, in either case, one of the following documents: (c) A Certificate of Tax Residence (for confirmation of country of residence which has a double tax treaty convention signed with the Republic of Kazakhstan); Documentary confirmation of the price of the holder's initial GDS purchase, if there is no gain from current GDS sale; or Documentary confirmation that more than three years holding period for the GDSs was satisfied as at the Payment Date (not applicable for individuals/entities registered in states with preferential tax treatment); In order to claim the withholding tax amount, electronic copies of all documents should be sent to investor_relations@kkb.kz for initial confirmation of compliance with applicable legislation requirements. Thereafter, originals should be sent to JSC Kazkommertsbank at the following address: Gagarin Avenue, 135-zh, Almaty , Republic of Kazakhstan, in the name of Vera Chukayeva. Such documentation must be received by JSC Kazkommertsbank not later than 30 November 2014 in order to process the requested tax refund. 16. Relevant Holders of GDSs who intend to make an application to reclaim tax withheld in accordance with this Notice that in addition to the information required pursuant to paragraphs 14 or 15 above, the Relevant Holders must also deliver not later than 22 Augtust 2014 to the Agent, who will forward such information to the Bank, the following information: (i) name, (ii) country of residence, (iii) the number of GDSs which they have tendered in the Offer and (iv) if applicable, the DTC participant ID and DTC transaction reference. Such information must be delivered in writing using the Tax Reclaim Instruction attached to this Supplement, signed by an authorized representative and containing a signature guarantee. If the GDSs have been tendered to the Agent s DTC account pursuant to paragraph 9 of the Notice, then the relevant DTC participant should sign the Tax Reclaim Instruction and have his/her signature guaranteed. Failure to deliver such information as provided above will only LOI v1-5-

6 affect the ability of a Relevant Holder to make a tax reclaim request but will not affect the ability of such Relevant Holder to participate in the Offer and to receive consideration for their tendered GDSs as provided above, less any amount that is withheld by JSC Kazkommertsbank in accordance with Kazakhstan law. 17. Confirmation documents should be provided in either the Russian or Kazakh language, with documents in other languages to be provided with a notarised translation into Russian or Kazakh. 18. The Certificate of Tax Residence should be issued by the tax authorities of the GDS holder's resident country, signed and stamped by tax authorities. It should contain confirmation of residency of the GDS holder at the Payment Date. The original Certificate of Tax Residence should be duly legalised (with consulate legalisation or apostil (for member countries of the Hague convention). 19. The Depositary shall have no responsibly or liability for the collection, withholding or remittance of any tax that may be due as a result of the transactions contemplated hereunder or for the preparation or submission of any forms or other documents in connection with the qualification of any Eligible Shareholder for any reduced rate or exemption from such tax. GDS holders should contact JSC Kazkommertsbank as noted above with respect to any tax-related matters. Further Information. 20. Should you have any questions regarding this Offer to Buy Notice, please contact the Bank using the following contact details: Mr Sakhil Dugashev Tel: (727) sdugashev@bta.kz Ms Olga Pitulova Tel: (727) opitulova@bta.kz 21. The Depositary in respect of GDSs may be contacted at drglobaltransactions@bnymellon.com. Independent Legal and Financial Advice 22. Nothing in this document constitutes any recommendation or advice to you by the Bank or the Purchasers in respect of or in connection with this document or its contents, or any document referred to herein or its contents, or any transaction contemplated herein or therein. It is recommended that prior to making any decision or taking any step in connection with this document, you seek independent financial and legal advice from your own financial and legal advisers. 23. This Offer to Buy Notice, each Acceptance Notice and any non-contractual obligations arising out of or in connection herewith or therewith are governed by, and shall be construed in accordance with, Kazakh law. LOI v1-6-

7 Tax Reclaim Instruction Offer to Buy in respect of JSC BTA Bank Common Shares and Global Depositary Shares ( GDS ) Common Shares ISIN: KZ000A0KFFC1 NIN: KZ1C GDS's representing the Common Shares (one GDS represents five hundred Common Shares) Rule 144A: CUSIP: 05574Y100; ISIN: US05574Y1001 Regulations S: CUSIP: 05574Y209; ISIN: US05574Y2090 In connection with your order to have GDSs tendered in the Offer to Buy, if you are entitled to reclaim any tax, please complete this form and deliver it to The Bank of New York Mellon, as the tender agent, at the address below no later than 5 September Name: Country of Residence: Number of GDRs tendered: And if applicable: DTC Participant ID: DTC Transaction Reference: [Authorized Signature] SIGNATURE GUARANTEED Address: The Bank of New York Mellon 101 Barclay Street, Floor 22W New York, New York Attention: Global Corporate Action Team Fax: LOI v1-7-