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SUMMARY OF THE NOTES
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1
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Specified Currency:
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Kazakh Tenge (“KZT”), the lawful currency of the Republic of Kazakhstan, provided that all payments in respect of the Notes
will be made in United States dollars (“USD”) subject to the provisions set out in Annex A hereto
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2
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Nominal Amount:
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KZT 14,500,000,000
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3
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Type of Note:
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Fixed Rate
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4
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Issue Date:
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22 June 2026
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5
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Issue Price:
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99.419 per cent. of the Nominal Amount
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6
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Maturity Date:
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22 June 2027, subject to the provisions set out in Annex A hereto
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7
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Fungible with existing Notes:
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Not Applicable
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FORM OF THE NOTES
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8
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Form of Note:
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Registered
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9
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New Global Note:
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No
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10
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Specified Denomination:
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KZT 100,000
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11
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Exchange of Bearer Notes:
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Not Applicable
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12
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(a) Talons for future Coupons to be attached to definitive Bearer Notes:
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Not Applicable
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(b) Date(s) on which the Talons mature:
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Not Applicable
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13
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(a) Depositary for and registered holder of Registered Global Note:
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Registered Global Note to be deposited with a common depositary for Euroclear and Clearstream, Luxembourg and registered in the name of Citivic Nominees Limited as nominee for the common
depositary.
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(b) Exchange of Registered Global Note:
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Registered Global Note will only be exchangeable for definitive Registered Notes upon 45 days’ written notice in the limited circumstances as described on page 42 of the Offering
Circular.
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PROVISIONS RELATING TO INITIAL PAYMENT
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14
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Partly Paid Notes:
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No
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PROVISIONS RELATING TO INTEREST
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15
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Interest Commencement Date:
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22 June 2026
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16
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Fixed Rate Notes:
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(a) Fixed Rate of Interest:
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15 per cent. per annum payable semi-annually in arrear. The amount of interest payable per Specified Denomination on each Fixed Interest Date (the “Interest Amount”) shall be payable in
USD and calculated as detailed in Annex A hereto.
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(b) Fixed Interest Dates:
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22 June and 22 December in each year, from 22 December 2026, up to and including the Maturity Date, subject to adjustment in accordance with the Business Day Convention specified below
and subject to the provisions set out in Annex A hereto
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(c) Initial Broken Amount per Specified Denomination:
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Not Applicable
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(d) Final Broken Amount per Specified Denomination:
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Not Applicable
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(e) Fixed Day Count Fraction:
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Actual/Actual (ICMA)
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(f) Business Day Convention:
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Following Business Day Convention
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(g) Business Day definition if different from that in Condition 4(a)(iii):
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Condition 4(a)(iii) applies and, for the avoidance of doubt, Almaty shall be the principal financial centre. London and New York City shall be additional business centres
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(h) Calculation of interest to be adjusted in accordance with Business Day Convention
specified above:
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No
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17
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Zero Coupon Notes:
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Not Applicable
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18
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Floating Rate Notes and Indexed Notes:
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Not Applicable
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PROVISIONS REGARDING PAYMENTS/DELIVERIES
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19
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Definition of “Payment Day” for the purpose of Condition 6(e) if different to that set out in Condition 6:
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Condition 6(e) applies and, for the avoidance of doubt, Almaty shall be the principal financial centre; London and New York City shall be additional business centres, subject to the provisions
set out in Annex A hereto
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20
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Dual Currency Notes:
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Not Applicable
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21
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Physically Settled Notes:
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Not Applicable
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PROVISIONS REGARDING REDEMPTION/MATURITY
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22
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(a) Redemption at Issuer’s option:
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No
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(b) Redemption at Noteholder’s option:
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No
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23
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(a) Final Redemption Amount per Specified Denomination (other than an Indexed or Formula Note where the index or formula applies to the redemption amount):
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100.00 per cent. per Specified Denomination, payable in USD, subject to the provisions set out in Annex A hereto
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(b) Final Redemption Amount for each Indexed Note where the Index or Formula applies to the Final Redemption Amount:
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Not Applicable
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24
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Instalment Note:
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Not Applicable
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25
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Early Redemption Amount for each Note payable on an event of default:
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Condition 5(d) applies, subject to the provisions set out in Annex A hereto
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DISTRIBUTION, CLEARING AND SETTLEMENT PROVISIONS
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26
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Method of distribution:
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Non-syndicated
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27
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If Syndicated, names and addresses of Managers or, if Non-Syndicated name and address of the Dealer:
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Barclays Bank PLC
1 Churchill Place
London
E14 5HP
United Kingdom
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28
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Date of Syndication Agreement:
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Not Applicable
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29
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Stabilising Manager(s):
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Not Applicable
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30
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Additional selling restrictions:
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Republic of Kazakhstan
The Dealer has agreed that it will not, directly or indirectly, offer for subscription or purchase or issue invitations to subscribe for or buy or sell the Notes or distribute any draft or
definitive document in relation to any such offer, invitation or sale in the Republic of Kazakhstan, except in compliance with the applicable securities laws of the Republic of Kazakhstan. Each investor should seek advice from its own
consultants in respect of any specific investment limitations that may apply to each such investor as a matter of Kazakhstan law.
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31
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Details of additional/alternative clearing system approved by the Issuer and the Agent:
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Not Applicable
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32
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Intended to be held in a manner which would allow Eurosystem eligibility:
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No
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33
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Common Code:
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341596262
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ISIN Code:
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XS3415962623
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CUSIP Number:
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Not Applicable
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34
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Listing:
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Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the UK Financial Conduct Authority and to be admitted to trading on the Regulated
Market of the London Stock Exchange plc
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35
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In the case of Notes denominated in the currency of a country that subsequently adopts the euro in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union,
whether the Notes will include a redenomination clause providing for the redenomination of the Specified Currency in euro (a “Redenomination Clause”), and, if so specified, the wording of the
Redenomination Clause in full and any wording in respect of redenominalisation and/or consolidation (provided they are fungible) with other Notes denominated in euro.
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Not Applicable
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36
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Additional Information:
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The provisions set out in Annex A hereto shall apply to the Terms and Conditions in accordance herewith
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37
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Investment Considerations
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Notes are not liquid Instruments
There may exist at times only limited markets for the Notes resulting in low or non existent volumes of trading in the Notes and such obligations, and therefore a lack of liquidity and price volatility of the
Notes.
Kazakh Tenge Exchange Risk
The Final Redemption Amount, Early Redemption Amount (if applicable) and the Fixed Interest Amount on the Notes are linked to the USD/KZT exchange rate which may be volatile and will affect the return to the
holder of the Notes. The National Bank of Kazakhstan can from time to time intervene in the foreign exchange market. These interventions or other governmental actions could adversely affect the value of the Notes payable in USD, as well as
the actual yield (in USD terms) on the Notes and the amounts payable on the Notes. Even in the absence of the governmental action directly affecting currency exchange rates, political or economic developments in Kazakhstan or elsewhere
could lead to significant and sudden changes in the exchange rate between KZT and USD.
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38
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Total Commissions:
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Not Applicable
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By:
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/s/ Giulia Franzutti |
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Authorised signatory
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1
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LISTING
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Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the UK Financial Conduct Authority and to trading on the Regulated Market of the London Stock
Exchange plc with effect from 22 June 2026 or as soon as practicable thereafter. No assurance can be given that such listing and admission to trading will be obtained on such date, or, if obtained, that it will be maintained.
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2
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RATINGS
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The Issuer and/or its debt obligations have been assigned an AAA credit rating from S&P Global Ratings Europe Limited (“S&P”), an Aaa credit rating from
Moody’s Investors Service Ltd. (“Moody’s”), an AAA credit rating from Fitch Ratings Ltd. (“Fitch”) and an AAA credit rating from Scope Ratings GmbH (“Scope”). As defined by S&P, an “AAA” rating means that the ability of the Issuer to meet its financial commitment on its obligations is extremely strong. As defined by Moody’s, an “Aaa” rating
means that the Issuer’s ability to meet its financial obligations is judged to be of the highest quality, with minimal credit risk. As defined by Fitch, an “AAA” rating denotes the lowest expectation of credit risk and means that the
Issuer has an exceptionally strong capacity for timely payment of its financial commitments. As defined by Scope, an “AAA” rating means that the Issuer is of exceptionally strong credit quality.
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3
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INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
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Save as discussed in the section headed “Subscription and Sale” in the Offering Circular, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
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4
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REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
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(i) Reasons for the offer:
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The net proceeds of the issue of the Notes (which are expected to be KZT 14,415,755,000.00 but payable in USD in the amount of USD 29,382,131.14) will be included in the ordinary capital resources of the
Issuer and used in its ordinary operations.
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(ii) Estimated net proceeds:
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KZT 14,415,755,000.00 (which, for the avoidance of doubt, will be paid in USD in the amount of USD 29,382,131.14)
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(iii) Estimated total expenses:
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£8,000
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5
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YIELD
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Indication of yield:
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15.65 per cent. per annum.
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| As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. | |||
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6
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HISTORIC INTEREST RATES
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Not Applicable
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7
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PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING
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Not Applicable
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8
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PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
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Certain historical information in respect of the USD/KZT foreign exchange rate is set out in Annex B (Historical Data) hereto. In the circumstances
described in Annex A hereto, the amount of principal and/or interest received by the holders of the Notes is affected by the USD/KZT foreign exchange rate. Information in respect of the USD/KZT foreign exchange rate can be found on the
Reference Page or a Replacement Page (each as defined in Annex A).
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Period
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High
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Low
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1 January 2021 – 31 December 2021
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438.50
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414.95
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1 January 2022 – 31 December 2022
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524.87
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415.95
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1 January 2023 – 31 December 2023
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479.55
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431.01
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1 January 2024 – 31 December 2024
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526.00
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439.90
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1 January 2025 – 31 December 2025
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549.72
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487.72
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1 January 2026 – 16 June 2026
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515.74
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455.46
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