COLLATERAL AGREEMENT

This agreement is made this 30-th day of January 2014

1. CENTIS INTERNATIONAL LIMITED a company registered under the laws of British Virgin
Islands having its registered address at P.O. Box 3175, Road Town, Tortola, British Virgin
Islands, hereinafter referred to as the “Pledger” represented by Director Dorothy Aniceta
2. GOLDEN TRINITY ASSETS LIMITED a company registered under the laws of British Virgin
Islands having its registered address at Akara Bldg., 24 De Castro Street, Wickhams Cay I,
Road Town, Tortola, British Virgin Islands, hereinafter referred to as the “Pledgee” represented
by Director Flordeliza Duller

Hereinafter collectively referred to as “the Parties” entered this Collateral Agreement (“Agreement”)
as follows.

WHEREAS

A. The Pledger as the borrower and the Pledgee as the lender entered into a loan agreement dated
20 January 2014 for the amount of 5,440,000 (five million four hundred and forty thousand) US
dollars hereinafter referred to as the “Loan Agreement”;
B. The Pledger/Borrower received the entire amount under the Loan Agreement;
C. Funds under the Loan Agreement were used to purchase 133,720 common shares in Joint Stock
Company “Konfety Karagandy”, registered under the laws of the Republic of Kazakhstan (the
“JSC”);
D. As of the date hereof the principal under the Loan remains outstanding.

THEREFORE

The Parties hereby agree as follows:

1. OPERATIVE PROVISIONS

1.1. As a collateral securing Pledger’s obligations as the Borrower under the Loan Agreement, the
Pledger pledges to the Lender/Pledgee 133720 common shares in the JSC (hereinafter
“Collateral”).
1.2. As of the date hereof the Collateral is owned by the Pledger free from any encumbrance and
third party rights in any relevant jurisdictions.
1.3. In the instance if the Pledger does not repay its indebtedness on principal and/or interest under
the Loan Agreement before 24-th of January 2015 (hereinafter “Maturity”), the Parties within the
period of 30 calendar days will undertake all the necessary steps to transfer ownership title to the
Collateral to the Pledgee. The Parties hereby agree that this Agreement is the sufficient basis for
the arising of such ownership rights of the Pledgee.
1.4. In the instance if the Pledger does not repay its indebtedness on principal and/or interest under
the Loan Agreement before the Maturity, the Pledger irrevocably agrees with the right of the
Pledgee to receive ownership title to the Collateral under the terms hereof and waives its rights to
challenge the terms of this Agreement on the grounds of its non-adherence to the legislation of
the Republic of Kazakhstan.
1.5. The value of the Collateral for the purposes of this Agreement is agreed at 5,400,000 (five
million four hundred thousand) US dollars (hereinafter “Valuation”).
1.6. In the instance if as of the Maturity the amount of Pledger’s indebtedness to the Pledgee will
be less then the Valuation, the Pledgee shall receive the quantity of shares in the JSC proportional
to the actual indebtedness of the Pledger rounded forward.
1.7. The Parties agree that all taxes, arising under the laws of Kazakhstan as a result of transfer
of the ownership title pursuant to clause 1.3. above will be borne by the Pledger.
1.8. The Parties agree that any relevant provision hereof will be construed as amendment to the
Loan Agreement.

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2. PARTIES’ OBLIGATIONS

1.1. The Pledger undertakes to continue paying the interest under the Loan Agreement in
accordance with its terms.
1.2. The Pledgee in 10 business days after signing hereof shall open a securities account with the
Integrated Securities Registrar (the “ISR”) in Almaty, Kazakhstan and notify the Pledger of the
securities account details.
1.3. The Pledger and the Pledgee within 20 business days from the date hereof undertake to carry
out all actions in accordance with he requirements of the ISR to register the encumbrance over
the Collateral in favour of the Pledgee.
1.4. The Pledger undertakes not to enter into any agreement with a third party that would give rise
to such third party’s rights over the Collateral.
1.5. In the instance if the Pledger repays its entire indebtedness under the Loan Agreement before
the Maturity, the Pledgee undertakes within 10 business days to make any actions required for
removing of the encumbrance from the Collateral in accordance with the ISR regulations.
1.6. Without limitation to any obligations implied by law all of the Parties will after the date of this
Agreement do all acts and things and sign and execute all documents and deeds requisite for the
purpose of implementing the terms of this Agreement.

3. TERM OF THE AGREEMENT

3.1. This Agreement shall be valid until the earlier of:

 Full repayment of interest and principal under the Loan Agreement from the Pledger/Borrower to
the Pledgee/Lender
 Irrevocable transfer of ownership title to the Collateral from the Pledger to the Pledgee as well as
the transfer of the Collateral itself to the Pledgee pursuant to Clause 1. above.

4. REPRESENTATIONS AND WARRANTIES

4.1. The Pledger hereby represents and warrants that on the date hereof, and shall be deemed to
represent and warrant at all times throughout the Term of this Agreement that:
a) it
(I.) is a company duly incorporated, validly existing and in good standing under the laws of its place
of incorporation,
(II.) is permitted by its Memorandum and Articles of Association to enter into this Agreement and
engage in the transactions contemplated thereby,
(III.) has all requisite power and authority, corporate or otherwise, to conduct its business, to own
its assets, and to execute, deliver and perform each of its obligations under this Agreement and
any other agreement, instrument or document delivered hereunder,
(IV.) to the best of its knowledge is not subject to bankruptcy, insolvency, receivership or liquidation
proceedings under the laws of any relevant jurisdiction; and
(V.) has legal and beneficial ownership title to the Collateral free from any encumbrance or third
party rights.
b) the execution, delivery and performance of this Agreement and all transactions contemplated
hereunder
(I.) are within the Pledger’s corporate power,
(II.) have been duly authorized by all necessary corporate action of the Pledger,
(III.) are made in conformity with the laws in force in the jurisdiction of its incorporation, and
(IV.) are not in contravention of any provision of law or any agreement, indenture by which it is
bound or by which its properties may be affected, or of its Articles of Association and internal
regulations including its investment policy and restrictions.
c) There is no litigation, tax claim, action, suit or proceeding pending or, to the best of its knowledge,
threatened against or affecting the Pledger or its assets before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, the ultimate outcome of
which, if determined adversely to it, would have a significant adverse effect on its ability to perform
any of its obligations under this Agreement or under any other agreement, instrument and document
contemplated in this Agreement.
5. AFFIRMATIVE COVENANTS OF THE PLEDGER

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The Pledger covenant to and agree with the Pledgee that, so long as this Agreement remains in effect
it shall:
a) promptly notify the Pledgee of any change in the Pledger’s status with any regulatory authority
in any jurisdiction or any inquiry or notice received from such authority which might have a material
effect on its operations;
b) promptly notify the Pledgee of any event that may have a substantial negative effect on the
financial or legal or reputational situation of the Pledger or on their ability to perform its obligations
under the Agreement;
c) promptly notify the Pledgee, after obtaining knowledge of any occurrence which is likely to render
any of their representations and warranties made hereunder incorrect or which is likely to result in
the violation of any of its affirmative covenants hereunder.

6. DISPUTE RESOLUTION GOVERNING LAW AND JURISDICTION

6.1. The terms of this Agreement shall be governed by the law of the British Virgin Islands.
6.2. Inasmuch as the registration of title and/or encumbrance to the Collateral is concerned, any
relevant laws of the jurisdiction where such assets are registered or located in shall also apply.
6.3. The Parties agree to resolve any dispute arising from this Agreement via amicable negotiations.
6.4. Should the Parties fail to resolve the dispute amicably within 30 calendar days, a Party that
suffered a loss arising out of this Agreement or out of the Loan Agreement is free to lodge a court
claim with a competent judicial body in any relevant jurisdiction where the terms of this Agreement
may be enforced.

7. NOTIFICATION

Any notice or other communication in connection with this Agreement may be made in writing sent by
facsimile transmission, or by courier, and shall be addressed to the intended recipient at its address
or facsimile number. All such notices shall be effective upon receipt, and confirmation by answer back
of the faxed transmission of any such notice.

Notification to the Pledger will be sent to:

c/o Interis AG
Loewenstrasse 20
8001 Zurich
Switzerland
Attn: Mrs. Eveline Jossi,
Tel: + 41 44 218 51 40

Notification to the Lender/Pledgee will be sent to :

c/o EDG Consulting JLT
Office 3807, Liwa Heights
Jumeirah Lakes Towers
P.O. Box 309058
Dubai, UAE.
Attn: Mrs. Floreliza Duller
Tel: +971 4 4227932

8. OTHER PROVISIONS

8.1. This Agreement and the documents referred to in it contain the whole agreement between the
Parties relating to the transactions provided for in this Agreement and supersedes all previous
agreements (if any) between such Parties in respect of such matters (other than the Loan
Agreement) and each of the Parties acknowledges that in agreeing to enter into this
Agreement it has not relied on any representations or warranties except for those contained
in this Agreement.
8.2 A person who is not party to this Agreement shall have no right to enforce any term of this
Agreement.
8.3. No failure or delay by the Pledgee in exercising any claim, remedy, right, power or privilege
under this Agreement shall operate as a waiver nor shall any single or partial exercise of any
claim, remedy, right, power or privilege preclude any further exercise of any of them or the
exercise of any other claim, right, power or privilege.

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 8.4. No Party may assign this Agreement without the prior written consent of the other Party (such
written consent not to be unreasonably withheld).
8.5. If any term or provision in the Agreement shall be held to be illegal or unenforceable, in whole
or in part, under any enactment or rule of law, such term or provision or part shall to that extent
be deemed not to form part of this Agreement but the enforceability of the remainder of this
Agreement shall not be affected. In the event a term or provision of this Agreement is so held
to be illegal or unenforceable, the Parties agree to amend this Agreement so as to achieve
the same economic and legal effect to the fullest extent possible.
8.6. Each of the Parties agrees to keep all information of a confidential nature, including but not
limited to, financial, technical, operational, commercial, employee, management, legal,
correspondence and all other information relating to the transactions contemplated by this
Agreement and the affairs or business of the other Party and/or its subsidiaries ("Confidential
Information") strictly confidential and shall not without the prior written consent of the other
Party disclose or use any of the Confidential Information PROVIDED ALWAYS the obligations
of confidentiality shall not apply if disclosure is required by law or at the request of any relevant
national or supra-national regulatory, governmental or quasi-governmental body or authority.
8.7. This Agreement is executed in Russian and English languages in two original counterparts,
one counterpart for each Party. In case of any disputes in interpretation, the English version
shall prevail.

IN WITNESS of which the Parties have signed this Agreement on the date first above written.

Залогодатель/Pledger

CENTIS INTERNATIONAL LIMITED

_____________________________

Dorothy Aniceta

Director