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Kazakhmys PLC (KAZ)

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Wednesday 27 September, 2006

Kazakhmys PLC

Share Transfers

Kazakhmys PLC
27 September 2006



                                                               27 September 2006

          Kazakhmys PLC - Share transfers involving major shareholders


Kazakhmys PLC today announces the following transfers involving the major shareholders.

Mr Cha

-  Mr Cha will today place up to approximately 2.0% of Kazakhmys PLC
via an accelerated bookbuilding in the London market (the "London
Placing"), thereby increasing the free-float of the Company's shares. As
announced separately on 19 September 2006, Mr Cha has informed the Board of his
intention to step down as Chief Executive on 31 December 2006, following which
he will act as Special Adviser to the Board of Kazakhmys PLC.

- As announced separately on 19 September 2006, Kazakhmys PLC is
also in the process of making an application to Kazakhstan's listing
authorities for the Company's Ordinary Shares to be listed and admitted to
trading on the Kazakhstan Stock Exchange ("Admission"). Following Admission and
subject to obtaining the necessary regulatory approvals in Kazakhstan, Mr Cha
intends to satisfy the demand for Kazakhmys PLC's shares among Kazakh investors
by selling, subject to demand, up to approximately 2% (or up to approximately
9.35 million shares) (the "Kazakh Placing"). Admission is expected to occur in
the course of the fourth quarter of 2006. Should, as a function of demand in
Kazakhstan, fewer shares be sold in the Kazakh Placing at such time, Mr Vladimir
Kim has agreed to purchase any such balance from Mr Cha.

-  In addition, Mr Cha and Mr Kim have agreed for Mr Cha to sell an
interest of approximately 7.1% of Kazakhmys PLC to Mr Kim, once Kazakh
regulatory approvals have been obtained. This sale will be effected at a price
close to market value. A separate announcement will be made upon the completion
of such sale.

- In relation to Mr Cha's remaining shareholding, which following
these transactions is expected to be approximately 4.5% of the
Company, Mr Cha has entered into a lock-up arrangement with JPMorgan Cazenove
and Credit Suisse (the "Banks") pursuant to which he will not sell any shares
for the next 90 days.


Other transactions

- In conjunction with Mr Cha's London Placing, Kinton Trade Limited, 
in which Mr Oleg Novachuk has a beneficial interest of 50%, will today
place up to approximately 0.28% of Kazakhmys PLC in the London market, thereby
also increasing the free-float of the Company's shares.

- Mr Novachuk, who currently holds a beneficial 11% interest in Kazakhmys PLC,
has decided to transfer a beneficial interest of 2.5% and 0.9% in Kazakhmys PLC
to Mr Ruslan Yun and Mrs Gafura Ibrayeva respectively to settle amounts
he owes to Mr Yun and Mrs Ibrayeva for acquisitions of shares from them
which took place in the first half of 2005. These transfers will take place as
soon as the required Kazakh regulatory approvals have been obtained. As
previously announced, Mr Yun has retired from his position as Chief Executive of
the Company's operating subsidiary in Kazakhstan, effective end of August 2006.
Mrs Ibrayeva also resigned as Chief Financial Officer of this subsidiary,
effective end of August 2006.

-  In recognition of Mr Vladimir Ni's longstanding business relationship
with Mr Kim, Mr Kim will transfer a 2.5% beneficial interest in
Kazakhmys PLC to Mr Ni. This transfer will take place as soon as the required
Kazakh regulatory approvals have been obtained. Mr Ni is a director of Kazakhmys
PLC and serves as Chairman of the LLC Kazakhmys Corporation Board.

-  Mr Novachuk has entered into lock-up arrangements with the Banks
pursuant to which he will not sell Kazakhmys PLC shares for the next 90
days. Mr Ni has agreed that he will not sell Kazakhmys PLC shares in the course
of the next 6 months, although he will be permitted to transfer shares to
members of his immediate family who will be subject to the same lock-up
arrangements. Mr Yun and Mrs Ibrayeva have entered into lock-up arrangements
with the Banks pursuant to which they will not sell Kazakhmys PLC shares for the
next 12 months.


The Company has been informed by the Banks that, pursuant to lock-up
arrangements entered into in connection with the Company's IPO which expire on 7
October 2006 (the "Undertakings"), the Banks have consented to these
transactions where necessary. This consent has been granted only where necessary
and only in respect of shares which are the subject of the above transactions.
The Undertakings shall otherwise remain in full force and effect up to and
including 7 October 2006.

The above transactions will be carried out through a number of corporate
entities controlled by the relevant transferring parties. The details of these
entities and the transfers to be made by them are set out in the annexe to this
announcement. Following the completion of the above transactions, the equity
interests of the executive members of our management team subject to these
transactions will be as set out in the annexe. As a matter of policy, it is not
the intention of the Company's Remuneration Committee to make share awards in
cases where members of management already have a significant equity
participation in the Company.



City Code on Takeovers and Mergers (the "City Code")


The Panel on Takeovers and Mergers (the "Panel") (the body which administers the
City Code) has said that Mr Kim, Mr Cha, Mr Ogay and the shareholders of Kinton
Trade Limited (Mr Novachuk and Mr Mamesh) together with the corporate vehicles
through which they hold shares in Kazakhmys PLC (Cuprum Holding BV, Harper
Finance Limited and Perry Partners SA) (together the "Concert Party") constitute
a concert party for the purposes of the City Code. The Concert Party, as a group
acting in concert, is interested in shares which carry 68.90% of the voting
rights in Kazakhmys PLC. Following the share transfers announced today, the
Concert Party will hold 66.62%(1) of the voting rights in Kazakhmys PLC.

The Panel has consented to the share transfers announced today and has confirmed
that they do not trigger the Rule 9 mandatory bid requirements under the City
Code.


Ends


For further information please contact:

Jinsoo Yang, Head of IR                       Tel: +44 20 7901 7813
Sergei Stephantsov, Deputy Head of IR              +44 20 7901 7814
Kazakhmys PLC

Robin Walker                                  Tel: +44 20 7251 3801
Zoe Watt
Finsbury




                                     Annexe

The table below displays the equity interests of the executive members of our
management team before these transactions and thereafter, assuming the
completion of all above transactions as envisaged in this announcement:

Director             Number of   Percentage of   Number of   Percentage of
                       shares     issued share  shares after  issued share
                       before    capital before transactions capital after
                     transfers     transfers                  transactions
--------------------------------------------------------------------------
Mr Kim              186,685,950       39.9      217,539,763      46.52
                                                    (2)
Mr Cha               72,946,982       15.6       21,056,314       4.5
Mr Novachuk          51,462,545       11.0       34,923,422       7.5
Mr Ni                   Zero          Zero       11,686,855       2.5
Mr Ogay              5,134,427        1.1        5,134,427        1.1
--------------------------------------------------------------------------

The table below displays the equity interests of the existing shareholding
entities (the "Entities") through which these executives hold their interests,
before the aforementioned transactions and thereafter, assuming the completion
of all above transactions as envisaged in this announcement:

Entities             Number of   Percentage of   Number of   Percentage of
                       shares     issued share  shares after  issued share
                       before    capital before transactions capital after
                     transfers     transfers                  transactions
--------------------------------------------------------------------------
Cuprum Holding BV   135,944,325      29.08      135,944,325      29.08
("Cuprum")
Harper Finance      101,470,900      21.71      101,470,900      21.71
Limited ("Harper")
Kinton Trade         11,723,045       2.51       10,433,045       2.23
Limited ("Kinton")
Perry Partners SA    72,946,982      15.60       42,540,668      9.103
("Perry")                                           (3)
--------------------------------------------------------------------------




Notes:

To achieve this ownership structure, it is currently envisaged that:


- The shares underlying the London Placing will be sold by Perry.

- The shares underlying the Kazakh Placing will be sold by Perry. 
(In the event that, as a function of demand in Kazakhstan, not all such
shares have been placed, Mr Kim will purchase such equivalent interest in
Kazakhmys PLC through his acquisition of Perry from Mr Cha as will be necessary
to ensure that Mr Cha's beneficial interest in Kazakhmys PLC is reduced by 2% as
a result of the Kazakh Placing and this transfer).

-  Thereafter, Mr Cha will sell 100% of Perry to Mr Kim, to give Mr Kim
an indirect 7.1%(4) beneficial interest in Kazakhmys PLC at such
time. Prior to this transfer, Mr Cha will procure the transfer from Perry of his
residual stake of approximately 4.5% of Kazakhmys PLC which Mr Cha will
subsequently hold either directly or through a 100% owned vehicle.

-  The shares subject to Mr Kim's transfer of 2.5% of Kazakhmys PLC
to Mr Ni will be transferred by Perry following Mr Kim's acquisition of Perry
from Mr Cha.

-  Mr Novachuk will transfer such interest in Harper to Mr Yun and 
Mrs Ibrayeva as will be necessary to achieve the transfers of beneficial
interests of 2.5% and 0.9% in Kazakhmys PLC to Mr Yun and Mrs Ibrayeva
respectively.


Notes to Editors

Kazakhmys PLC's principal business is the mining, processing, smelting, refining
and sale of copper and copper products, including copper cathode and copper rod,
which is carried on by the Group's main subsidiary LLC Kazakhmys Corporation.
Based on 2005 production, the Group is the 10th largest producer of copper
cathode and mined copper in the world. The Group's operations are vertically
integrated. Kazakhmys operates 19 open pit and underground mines and two
smelting and refining complexes in the Republic of Kazakhstan. Kazakhmys also
owns significant rail infrastructure in Kazakhstan and MKM, a copper products
fabrication company in Germany.


(1) This figure assumes that no shares are placed by Mr Cha/Perry in the Kazakh
Placing, and as a consequence, Mr Kim acquires this additional 2%.

(2) This figure assumes that no shares are placed by Mr Cha/Perry in the Kazakh
Placing, and as a consequence, Mr Kim acquires this additional 2%.

(3) This figure assumes that no shares are placed by Mr Cha/Perry in the Kazakh
Placing, and as a consequence, this additional 2% remains in Perry.

(4) Where no shares have been placed in the Kazakh Placing, the indirect
interest acquired by Mr Kim at the time of acquisition of Perry will be 9.1%.



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