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Final Offering Memorandum

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IMPORTANT NOTICE The attached offering memorandum (the "Offering Memorandum") has been prepared solely in connection with the proposed offering (the "Offering") of two series of senior notes (together, the "Notes") of Metinvest B.V. (the "Issuer"). THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS ("QIBs") IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") PROVIDED BY RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") OR (2) OUTSIDE OF THE UNITED STATES, TO PERSONS WHO ARE NOT U.S. PERSONS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"). MiFID II professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the European Economic Area ("EEA"). IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED IN THE OFFERING MEMORANDUM HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND SUCH SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the Offering Memorandum or make an investment decision with respect to the securities described therein, investors must be either (1) a QIB or (2) a non-U.S. person (as defined in Regulation S) outside the United States who is not acting for the account or benefit of a U.S. person. The Offering Memorandum is being sent at your request and by accepting the email and accessing the Offering Memorandum, you shall be deemed to have represented to us that (A) you and any customers you represent are either (a) QIBs or (b) the email address that you gave the Joint Lead Managers (as defined below) and to which this email has been delivered is not located in the United States and you are not a U.S. person and (B) you consent to delivery of the Offering Memorandum by electronic transmission. You are reminded that the Offering Memorandum has been delivered to you on the basis that you are a person into whose possession the Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Offering Memorandum to any other person. The materials relating to the Offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and Deutsche Bank AG, London Branch and ING Bank N.V., London Branch (collectively, the "Joint Global Coordinators") and Natixis and UniCredit Bank AG (together with the Joint Global Coordinators, the "Joint Lead Managers") or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Lead Managers or such affiliate on behalf of the Issuer in such jurisdiction. None of the Joint Lead Managers or any of their respective affiliates shall be responsible for any act or omission of the Issuer or any of the Guarantors or any other person (other than the relevant Joint Lead Manager or affiliate) in connection with the issue and offering of the Notes. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes other than in circumstances in which Section 21(1) of the FSMA does not apply. The Offering Memorandum has been sent to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Joint Lead Managers or any person who controls them, nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. OFFERING MEMORANDUM Metinvest B.V. (incorporated in The Netherlands with limited liability) U.S.$944,515,000 7.750 per cent. Senior Notes due 2023 and U.S.$647,661,000 8.500 per cent. Senior Notes due 2026 Guaranteed on a joint and several basis by the Guarantors named herein Metinvest B.V. (the "Issuer" or the "Company") is offering (the "Offering") U.S.$944,515,000 7.750 per cent. Senior Notes due 2023 (the "2023 Notes") and U.S.$647,661,000 8.500 per cent. Senior Notes due 2026 (the "2026 Notes" and, together with the 2023 Notes, the "Notes"). The issue price of the 2023 Notes and the 2026 Notes is 99.014 per cent. and 98.583 per cent., respectively, of their respective principal amount. References to the "Conditions" are to the terms and conditions of each of the 2023 Notes (set out in "Terms and Conditions of the 2023 Notes") and the 2026 Notes (set out in "Terms and Conditions of the 2026 Notes"), as applicable. The Notes will be senior unsecured obligations of the Issuer. The Guarantors named herein (together with any Additional Guarantors (as defined below), the "Guarantors") will, jointly and severally, unconditionally and irrevocably guarantee (each a "Guarantee" and, together with any Additional Guarantees (as defined below), the "Guarantees") the due and punctual payment of all amounts becoming due and payable by the Issuer in respect of each series of the Notes, the Trust Deeds and the Agency Agreements (each as defined below). Each Guarantee will be senior unsecured obligations of the relevant Guarantor. The Guarantors will grant the Guarantees pursuant to and on the terms set out in the relevant surety or guarantee agreements to which each of them will be a party in relation to each series of the Notes (together, the "Surety Agreements") to be dated on or about the Issue Date (as defined below) between, in each case, the Guarantors and Madison Pacific Trust Limited in its capacity as trustee (the "Trustee"). Each suretyship pursuant to the Surety Agreements shall not constitute a guarantee obligation (in Ukrainian: garantiya) as that term is interpreted under Ukrainian law. Each series of the Notes will be constituted by a trust deed to be dated on or about the Issue Date between the Issuer, the Guarantors and the Trustee (each a "Trust Deed" and together, the "Trust Deeds"). The Issuer will, in accordance with Condition 3.2 (Addition of Guarantors) and Condition 4.15 (Additional Guarantors and Limitations on Guarantees) of the relevant Conditions and upon occurrence of the conditions set forth therein, cause certain other person or persons (the "Additional Guarantors") to execute and deliver to the Trustee one or several Surety Agreements pursuant to which such persons will, jointly and severally, unconditionally and irrevocably, guarantee (the "Additional Guarantees") the due and punctual payment of all amounts becoming due and payable by the Issuer in respect of each series of the Notes, the Trust Deeds and the Agency Agreements. The Guarantees will be subject to legal limitations under relevant local law. See "Risk Factors—Risks Relating to the Notes and the Guarantees—The claims of Noteholders under the Guarantees may be limited under Ukrainian laws in the event that one or more of the Guarantors is declared bankrupt". A Guarantee of any Guarantor will be automatically and unconditionally released under certain circumstances; see Condition 4.15 (Additional Guarantors and Limitations on Guarantees). Interest on the 2023 Notes is payable semi-annually in arrear on 23 February and 23 August in each year, commencing on 23 August 2018 (there will be a first Interest Period (as defined below) of 120 days from and including the Issue Date to but excluding 23 August 2018 and a final Interest Period of 60 days from and including 23 February 2023 to but excluding 23 April 2023). Interest on the 2026 Notes is payable semi-annually in arrear on 23 April and 23 October in each year, commencing on 23 October 2018.
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