Notice of Annual General Meeting to be held on Monday,

13 August 2012 and resolutions to be proposed

AGENDA

 The annual general meeting of shareholders ("Shareholders‟ Meeting") of ShalkiyaZinc N.V. (the "Company"), with its statutory seat at Rotterdam, the Netherlands, is to be held on Monday, 13 August 2012 at Strawinskylaan 411, (WTC, Tower A, 4th floor), Amsterdam, the Netherlands, from 14:00 hours (CET) until 16:00 hours (CET). The proposed agenda for the Shareholders‟ Meeting is as follows:

1.  Discussion of the annual report of the Company for the year ended 31 December 2011.

2.  Discussion and adoption of the annual accounts of the Company for the year ended 31 December 2011.

3.  Appointment of PwC as auditors of the Company

4.  Authorize members of the board to determine the remuneration of the auditors of the Company.

5.  Cancellation of the listing of the Company's GDRs on the London Stock Exchange

6.  Authorize members of the board to take all steps necessary for the cancellation of the listing referred to above in item 5.

7.  Granting all members of the Board full discharge for their board activities in respect of the Company during the financial Year 2011 s reflected in the Annual Account 2011

8. Any other Business

AVAILABILITY OF RELEVANT DOCUMENTATION

The agenda for this Shareholders' Meeting, the explanatory notes thereto, the annual report, the draft resolutions and other relevant documents required by the applicable provisions of Dutch law other relevant rules and regulations relating to the Shareholders‟ Meeting can be downloaded from the Company's website www.zinc.kz and will be made available:

−   to the registered shareholders - by registered letter;

−   to the holders of the GDRs recorded on the register held by the Depositary, the Bank of New York Mellon - though the Bank of New York Mellon in accordance with the Terms and Conditions of the GDRs as set out in the Company's Prospectus dated 8 December 2006 (the "2006 Prospectus"); and

−   to any person - free of charge at: (i) the Company's office at Strawinskylaan 411 (WTC, Tower A, 4th floor) 1077 XX, Amsterdam, The Netherlands, Ph +31 (0) 205752727, Fax +31 (0) 20 5752726, and (ii) The Bank of New York Mellon, 101 Barclay Street, 22nd floor, New York, NY 10286, USA. Jamie Riley, Vice President BNY Mellon Depositary Receipts.

EXPLANATORY NOTES

General meeting of shareholders ("Shareholders' Meeting") of ShalkiyaZinc N.V. (the "Company") to be held on 13 August 2012 at Strawinskylaan 411 (WTC, Tower A, 4th floor), Amsterdam, the Netherlands, and commencing at 14:00 hours (CET).

The following Agenda items are subject to approval of the Shareholders' Meeting.

Agenda items 1 and 2.

This agenda item is an annually recurring item. The purpose of this agenda is to discuss and approve the financial position of the Company as at 31 December 2011, results of operations for the financial year ended 31 December 2011, risk factors, corporate governance issues, and other matters disclosed in the annual report for the year ended 31 December 2011.

Agenda items 3 and 4. To Appoint PwC as auditors of the Company

The auditors of a company must be re-appointed at each general meeting at which the accounts are laid. The Board was fully satisfied with the services provided by PwC and, therefore, proposes appointment of the Company's existing auditors, PWC LLP, until the conclusion of the next general meeting of the Company at which accounts are laid. It is proposed that members of the board are authorized to determine the level of the remuneration of the Company's auditors.

Agenda items 5 and 6

The members of the board considered the delisting of the Company's GDRs from the London Stock Exchange and decided to include this item into Annual General Meeting agenda due to the reason that maintaining the listing is associated with costs that are not justifiable while the Company is not producing and not generating revenues.

Agenda item 7

The discharge as set out in the articles of association of the Company is to be provided by the Shareholders and as such put on the Agenda for this meeting.