LINKAGE & MINDAbout us

Dear Friends and Partners:

Thank you for the opportunity to offer our services to you!

This is a presentation to outline our skills and competency which led us to a leading position in Kazakhstan legal market within a short period of time.

We are the most innovative law firm on the market, and we are able to resolve almost any legal problem you might have.

We can successfully provide you with high-quality integrated one-stop legal services for your mundane activities or be at your disposal for a one time project – regardless the volume of the transaction, we always try to make every possible effort for securing your interests.

Every day, more and more big corporations choose us for the quality, efficiency and loyalty we give to our clients.

Madina SypatayevaManaging partner

madina.sypatayeva@linkagemind.com

WELCOME

Established in 2005 Offices: Astana, Almaty & New York English, Russian, Kazakh languages 20 clients from National Business list 50-60 due diligence per year Partnership with leading law firms from UK,

USA, Asia, CIS, Europe (about 75 law firms)

European Women in Business Law awardKazakhstan Law Firm of the Year 2011 - 2012

 International Financial Law

Review, London

Public Private Partnerships Law Firm of 2011 in Kazakhstan

 Corporate INTL 2011 Global

Awards, London

Recommended Kazakhstan Law Firm in

Corporate Tax Law

HISTORY

www.linkagemind.com1. Executive Summary

We have:over 7 years of experience in any corporate practice and more than

50 years of cumulative experience; three offices in Astana, Almaty & New York; 14 lawyers.

We also: speak English, Russian, Kazakh languages; serve 20 clients from National Business list and about 12 on annual

fixed fees; 1/3 of our clients are large Chinese corporations; has partnership with leading law firms from UK, USA, Asia, CIS,

Europe (about 75 law firms).

FACTS

LINKAGE & MINDPractices

GOVERNMENT RELATIONS

Constantly interacting with government and local community organizations, academic leaders of the country, Linkage & Mind supports business and government in various aspects of law-making.

Having sound experience in working with government agencies and national companies, knowing the specifics of administrative procedures, Linkage & Mind offers the following services:

•Assistance to businesses in interaction with public authorities;•Organization of meetings with government agencies and negotiations on various aspects of cooperation and effective interaction with them;•Drafting of laws and regulations, support in harmonization of legislation.

CORPORATE AND M&A

Corporate is one of the key practices of our company. We have completed medium and large-scale transactions in various sectors of the economy, not to mention the huge amount of due diligence, conducted by the team of L&M lawyers over the years. The average transaction value is approximately USD 150 million, we conduct about 50 due diligence a year, and more and more companies trust us to complete their legal audits.

Our services:• Incorporation• Due diligence and M&A structuring• Corporate restructuring• Corporate governance• Issue of securities• Regulatory and licensing procedures• Antitrust practice• Contracts• Labor issues

TAX AND INVESTMENT PRIVILEGES

Linkage & Mind offers comprehensive solutions to minimize risks through the tax structuring of transactions the most optimal way. We offer general and individual tax advice. We saved millions for our clients by optimizing their taxation. When we are confronted with a problem, we try to find the most effective solutions, thinking outside the box. We stand in the courts against incorrect charges by the tax authorities for our clients. We carry out the optimization of taxes to protect the interests of companies, their structures and cash flows. Our services:

• Tax consulting• International taxation• Tax disputes• Investment and tax privileges• Tax legislation drafting

LITIGATION AND ARBITRATION

Clients appeal to us for legally verified and economically viable solutions for the most complex issues. Our lawyers represent clients in courts of all levels, including the Supreme Court of the Republic of Kazakhstan in the:

Corporate disputesDisputes on construction contracts, supplies and other business agreements

Disputes on intellectual property and copyrightTax disputes

Disputes on antimonopoly regulationLabor disputes

Disputes on export-import transactionsAdministrative cases

Insurance disputesContesting of the acts and decisions of the state bodies

Disputes for recovery of debt and lossesOur services:

Pre-trial settlement of disputesRepresentation in courtsArbitrageExecution of decisions

FINANCE AND CAPITAL MARKETS

Lawyers of the law firm Linkage & Mind have been actively involved in project finance transactions, advising on international and domestic borrowing, on insurance issues and debt restructuring. Our services:

Banking and corporate lendingProject financeFinancing of M&A transactionsPrivate equityCapital marketsDebt restructuring, bankruptcyExchange regulation

PUBLIC - PRIVATE PARTNERSHIP

Linkage & Mind provides legal advice in the field of public-private partnership (PPP) and infrastructure projects to private businesses, investors, financial institutions and government agencies on projects related to construction, renovation and management of infrastructure.

Our services:•Optimization of the institutional structure of the project•Analysis and minimization of the legal risks that affect the project•Structuring transactions and preparing them for investment presentation•Project financing structuring: debt, equity, entry/exit options •State support and assistance analysis and preparation to receive state benefits•State permissions and approvals•Compliance and obtainment of documents, regulating the legal relationship between SPV, sponsors, lenders, operators and other project participants•Negotiating among project participants•Tariff and antitrust regulation compliance in the maintenance of complex investment projects

LINKAGE & MINDIndustries

INDUSTRIES

ENERGY & NATURAL RESOURCES FINANCIAL SERVICES INFRASTRUCTURE & REAL ESTATE TELECOMMUNICATIONS & TECHNOLOGY INDUSTRIALS

We have advised the biggest Kazakhstan companies such as KazMunaiGaz, KazTransOil, Kazakhstan Petrochemical Industries, SPK-Tobol, NarGazEngineering, Ordabasi Corporation on major energy and mining projects and conducted due diligence on exploration & production contracts and related agreements in Central and South regions of Kazakhstan.

LINKAGE & MINDExperience

GOVERNMENT RELATIONS

• Representing the interests of the company in the creditors’ committee, created as a part of the external observation procedure of JSC "Ili Cardboard and Paper Mill."

• Ministry of Agriculture of the Republic of Kazakhstan - Development of 29 standards and 35 regulations on public services in the areas of agriculture, which will standardize and regulate most of the public services provided by the Ministry of Agriculture of the Republic of Kazakhstan and local executive bodies in the field of agriculture. Linkage & Mind lawyers also worked on the harmonization of relevant legal acts with central and local government agencies and organizations. The draft standards and regulations were submitted to the Government of the Republic of Kazakhstan.

• Legal support of a judicial decision execution on collection of unjust enrichment amount.

CORPORATE AND M&A

• Advising a major international energy company on corporate matters (the order of income distribution in the LLP), as well as on import / export licensing of certain types of goods and on their sales on the domestic market. This energy company is an expert in the management of electricity, known for complex energy efficient solutions for civil and residential construction, industrial, energy and infrastructure, data centers and networks.

• Legal support for a mining company- examination of the contracts relating to the operation of the rig for the project "Zhambyl" (Caspian Sea), advising on the project (on transfer pricing, insurance, succession to the rights and obligations in the event of liquidation of the legal person) and full legal support of the company (including preparation of contracts, work permits, opening a bank account in Hong Kong).

• Conducting two due diligences of M & A transactions for acquisition of gold and oil assets in Kazakhstan for a major Chinese investment group. Among other services, lawyers of Linkage & Mind have developed the structure of the acquisition of assets, prepared documents for transactions, etc.

• Opening a subsidiary in the People's Republic of China.• Consulting one of the largest suppliers of office furniture in Kazakhstan on various corporate

legal matters.

CORPORATE AND M&A - 2

• Legal support for the acquisition of rights of temporary onerous land use over agricultural land by a foreign company. Development of a structure that allows foreign companies to own agricultural land.

• Preparation of a fundamental review of the legislation of the Republic of Kazakhstan, regulating illegal trade activities and counterfeit products for Big 5 tobacco company.

• Legal support of the acquisition of a stake in a Kazakh LLP (a company in the military-industrial sector). Linkage & Mind assisted in receiving the permission on economic concentration from the Agency for Competition Protection (Antimonopoly Agency); prepared due diligence report, drafted the founding documents reflecting the specifics of the company within this M & A transaction. The deal has been successfully closed.

• Registration of the office of Belarusian company in Kazakhstan. The company holds a leading position in the CIS countries in the supply of agricultural equipment and machinery. Linkage & Mind assisted also in development and maintenance of the loan agreement between the company and the British Kazakh LLP for the delivery of agricultural equipment in the Republic of Kazakhstan (project is in progress).

• Registration of a legal entity for a French company, which is a subcontractor of the foreign company, signed a contract with Kazcosmos for the supply of satellite equipment (under negotiation).

• JSC «Tranco»- Preparation of a legal opinion regarding the legality of claims to reduce the previously agreed price for services rendered and paid for the transport of empty wagons forwarding.

CORPORATE AND M&A - 3

• Administration of Almaty city – Examination of the possibility to establish a town Transport Holding Ltd., with 100% participation of Almaty city Administration.

• Advising on legislative regulation of local content in goods. Preparation of the memorandum on customs preferences and their application, as well review of labor issues.

• Legal support for entering the market of Kazakhstan for a major international air transportation company as well as advising it on legal issues regarding the future activities in Kazakhstan.

• Legal support of the branch on the issue of contractual capacity in Kazakhstan.• Registration of the legal entity for the Polish construction company of the upper rail in

Kazakhstan.• Legal advice on the legal status of the branch of the company in the Republic of Kazakhstan and

on customs clearance of goods supplied from the Russian Federation to the Republic of Kazakhstan. 

• Legal review of the contracts of the representative office of a Russian IT company in Kazakhstan.• Advice on entry into the market of Kazakhstan for a Moscow subsidiary of the German network

«LR Health & Beauty Systems», the leader in sales of cosmetic products. Linkage & Mind advised on customs and tax planning and optimization of technical regulation of trade of perfumery and cosmetic products, etc.

• Legal support of the joint venture for a Chinese pharmaceutical company. Linkage & Mind team has developed the constituent documents of the joint venture, the founders’ agreement, memoranda of understanding, as well as other documents. Advising on contribution of certain types of property into the authorized capital of LLC by non- residents.

• Legal support on banking activities and other corporate issues for a bank.

TAX AND INVESTMENT BENEFITS

• Advising one of the largest agro-industrial groups, which is included into the Top-5 businesses in Kazakhstan according to Forbes, on issues of tax liabilities in certain specific cases (the sale of interest) as well as review of the bankruptcy legislation and procedures to define the most efficient proceeding for a specific issue.

•  Appeal of results of the tax audit in a higher tax authority for a large Jordanian investor in Kazakhstan. As a result of dispute resolution, the amount of additional tax has been reduced by 2 billion tenge.

• Drafting a contract on the sale of the vehicle (paid in installments) for a dealer network. Advising on tax issues arising from the retail sale of vehicles.

LITIGATION & ARBITRATION

• SEZ «Astana – new city» - Representation Office of State Administration of a special economic zone "Astana-new city" in the proceedings on the labor dispute against state officials. The case is still pending.

• Representation in court one of the largest Russian supplier of household appliances in a claim for recovery of debt in the amount of 270,000 USD, challenging the imposition of provisional measures on property of the defendant. The case was won, the court recognized the plaintiff's demands unlawful and unreasonable.

OTHER

Public – Private Partnership•Analysis of the founding agreement of a joint venture under English, Dutch and Kazakh legislation, in collaboration with the British law firms, for the national mining company.

Capital Markets & Finance•Advice on registration of the pledge agreement, the assignment agreement, the examination of contracts in respect of the entities of Highvill Astana.•Legal support on banking activities and other corporate issues for banks.

Astana, Kazakhstan, 0100007 Imanov Street, Office 21+ 7 7172 200 701, 200 703+ 7 7172 200 705

Almaty, Kazakhstan, 050000188 Dostyk avenue, Office 204, Business Center "Kulan"+ 7 7272 596 260, 597 560+ 7 7272 596 260

New York, NY, USA, 10017369 Lexington ave, 2 fl, #224+ 1 646 461 8105+ 1 508 448 8105

www.linkagemind.cominfo@linkagemind.com