OREANDA-NEWS. December 21, 2009. Following the announcement of a short period of discussions, JSC Temirbank agreed the appointment of a Creditors' Committee comprised of Banco Finantia International Limited, Black River Emerging Markets Credit Fund Ltd., BTG Absolute Return Master Fund LP, Nomura International plc, and Portland Worldwide Investments Limited (represented by Dewey & LeBoeuf) (the Creditors' Committee). The Creditors’ Committee has been in consultation with Bondholders holding approximately US400 million of aggregate principal amount of Notes guaranteed by JSC Temirbank, reported the press-centre of Temirbank.

JSC Temirbank is pleased to announce that it has agreed and signed a term sheet with the members of the Creditors' Committee (the Term Sheet). The proposed Restructuring is subject to approval of an amended Restructuring Plan reflecting the Term Sheet by:

a.         the requisite majority of Restructuring Creditors at the Creditors’ Meeting;
b.         the FMSA following the Creditors’ Meeting; and
c.         the Specialised Financial Court following the Creditors’ Meeting and FMSA approval.

The Term Sheet will be made available shortly after the time of publication of this press release via the website of the Information Agent: http://bonds.thomsonreuters.com/temirbank_dev/

JSC Temirbank will make urgent requests to the FMSA and the Specialised Financial Court of Almaty for agreement to extend the deadline for approval by creditors of a restructuring of JSC Temirbank from 30 December 2009 to 31 March 2010.

The Original Information Memorandum and the notice of the creditors' meeting previously due to take place on 23rd December 2009 are hereby withdrawn. The Bank will not present the extraordinary resolutions it previously proposed in relation to the restructuring (as described in the Original Information Memorandum) at the meetings of the 2011 Notes and the 2014 notes scheduled to take place on 22nd December 2009 (if quorate).

JSC Temirbank expects to publish a Revised Information Memorandum (based on the Original Information Memorandum but amended to reflect the provisions of the Term Sheet) in February 2010.

The key terms of the Term Sheet are as follows:

In addition to the approximately 20% cash payments described in the Information Memorandum published on 30 November 2009 (the Original Information Memorandum), International Noteholders will also receive a pro rata share of:

20% of the common shares in JSC Temirbank; and

US60.75 million New Notes repayable after 12 years but with a right for Noteholders to put their New Notes at par plus accrued interest on the fifth anniversary of issue, 14% interest per annum payable in cash semi-annually plus a principal accretion factor which will (subject to available regulatory capital) result in the principal amount of the New Notes increasing to up to US75 million over the five years following the Restructuring Date.

The Compromised Trade Finance will now remain whole but will not be payable for 10 years and a reduced coupon of 2 per cent. per annum will apply;

The treatments of Domestic Noteholders, JSC BTA Bank and JSC National Welfare Fund Samruk Kazyna are not being modified and will be as set out in the Original Information Memorandum.

As before, all retail and commercial deposits (with the exception of certain related party deposits) and the bank's other operating liabilities, including advisors' fees will be excluded from the restructuring. Deposits will continue to operate in the normal way and will not be subject to any discounting or adjustment as a result of the restructuring.

Individual depositors continue to be protected under the state system of mandatory guarantees of deposits. In accordance with the relevant legislation of the Republic of Kazakhstan, the bank deposits of individuals in JSC Temirbank and other second tier banks are currently guaranteed up to the amount of KZT 5 million.

Upon publication of this press release, the members of the Creditors' Committee have no material non-public information in relation to JSC Temirbank or Temir Capital B.V.

This press release provides only a broad summary of the terms of the restructuring and the Restructuring Creditors should wait to see the revised information memorandum intended to be published in February 2010 for the definitive terms of the restructuring. Nothing in this press release should be relied on for any purpose. In particular and without limitation, nothing in this press release, the Original Information Memorandum, the Revised Information Memorandum or any other document issued with or appended to it should be relied on in connection with the purchase of any shares, securities or assets of the Bank (including but not limited to the Amended Notes).

Restructuring Creditors may direct any queries they have regarding the restructuring to either:

The International Department of the Bank by email at ir@temirbank.kz or by telephone at +7 727 259 0528 or +7 727 258 7829; or

The Information Agent: Thomson Reuters by email at Disclosures_fisi@thomsonreuters.com or by telephone to any of Ellis Farrell + 44 207 542 8775, Christina Mermiga + 44 207 542 5836 or Melina Bobbio + 44 207 542 9013 or by post to Thomson Reuters, 30 South Colonnade, Canary Wharf, London, UKE14 5EP.