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Kazakhmys PLC (KAZ)

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Thursday 10 May, 2007

Kazakhmys PLC

Special Resolutions

Kazakhmys PLC
10 May 2007



Company No. 5180783

                             The Companies Act 1985
                           Company Limited by Shares

                              SPECIAL RESOLUTIONS
                                       OF
                                 KAZAKHMYS PLC

            Passed 9 May 2007 at the General Meeting of the Company

At the Annual General Meeting of Kazakhmys PLC duly convened and held at
Claridge's, Brook Street, Mayfair, London W1K 4HR, United Kingdom, on Wednesday
9 May 2007, the following resolutions were duly passed:

                              SPECIAL RESOLUTIONS

10.  To authorise the Directors pursuant to section 95 of the Companies act 1985
to allot equity securities (as defined in section 94 (2) of the Companies Act
1985) for cash as if section 89 (1) of the Companies Act 1985 did not apply to
any such allotment provided that this power shall be limited to the allotment of
equity securities:

10.1   in connection with a rights issue; and
10.2   otherwise than in connection with a rights issue, up to an aggregate 
       nominal amount of £4,674,742,

in each case for a period expiring on the earlier of 8 August 2008 or the
Company's Annual General Meeting in 2008 and save that the Directors may before
such expiry make an offer or agreement which would or might require equity
securities to be allotted after the expiry of such period.

For the purposes of this Resolution 10,
     
i.   "rights issue" means an offer of equity securities open for acceptance for 
     a period fixed by the Directors to holders (other than the Company) on the 
     register on a record date fixed by the Directors of ordinary shares in 
     proportion to their respective holdings (for which purpose holdings in 
     certificated and uncertificated form may be treated as separate holdings) 
     but subject to such exclusions or other arrangements as the Directors may 
     deem necessary or expedient in relation to fractional entitlements or legal
     or practical problems under the laws of, or the requirements of, any 
     recognised regulatory body or any stock exchange in, any territory;
ii.  References to an allotment of equity securities shall include a sale of 
     treasury shares;
iii. The nominal amount of any securities shall be taken to be, in the case of 
     rights to subscribe for or convert any securities into shares of the 
     Company, the nominal amount of such shares which may be allotted pursuant 
     to such rights.

The power conferred by this Resolution 10, insofar as it relates to the
allotment of equity securities rather than the sale of treasury shares, is
granted pursuant to Resolution 9 above conferring authority under section 80 of
the Companies Act 1985.

and
     
11.  To authorise the Company generally and unconditionally for the
purposes of section 166 of the Companies Act 1985 to make one or more market
purchases (within the meaning of section 163(3) of the Companies Act 1985) of
ordinary shares of 20 pence each in the capital of the Company provided that:

11.1 the maximum aggregate number of ordinary shares authorised to be purchased 
     is 46,747,420;
11.2 the minimum price which may be paid for an ordinary share is 20 pence per 
     ordinary share;
11.3 the maximum price which may be paid for an ordinary share is an amount 
     equal to the higher of (a) 105% of the average of the closing price of the 
     Company's ordinary shares as derived from the London Stock Exchange Daily
     Official List for the five business days immediately preceding the day on 
     which such ordinary share is contracted to be purchased or (b) the higher 
     of the price of the last independent trade and the highest current bid as 
     stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 
     implementing the Market Abuse Directive as regards exemptions for buy-back 
     programmes and stabilisation of financial instruments (No 2273/2003);
11.4 unless previously renewed, varied or revoked, this authority shall continue 
     for a period expiring on the earlier of 8 August 2008 or the Company's
     Annual General Meeting in 2008, save that the Company may make a contract 
     or contracts to purchase ordinary shares under this authority before the 
     expiry of such authority which will or may be executed wholly or partly 
     after the expiry of such authority.

For further information please contact:

Robert Welch, Company Secretary           Tel:      +44 20 7901 7831
Kazakhmys PLC





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