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Metinvest B.V JOB TITLE MetInvest OM REVISION 9 SERIAL <12345678> DATE / TIME Friday, February 11, 2011 9:13 PM JOB NUMBER 44408 TYPE Clean PAGE NO. 2 OPERATOR PM7 BASE OFFERING MEMORANDUM – LISTING PARTICULARS Dated 11 February 2011 Metinvest B.V. (incorporated in The Netherlands with limited liability) U.S.$1,000,000,000 Guaranteed Medium Term Note Programme guaranteed on a joint and several basis by the Guarantors named herein (each incorporated in Ukraine with limited liability) Under the Guaranteed Medium Term Note Programme described in this Offering Memorandum (the “Programme”), Metinvest B.V. (the “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Guaranteed Medium Term Notes (the “Notes”). The initial guarantors named herein (the “Initial Guarantors”) have unconditionally and irrevocably guaranteed on a joint and several basis (the “Initial Guarantees”) the due and punctual payment of all amounts becoming due and payable in respect of the Notes pursuant to, and in accordance with, a surety agreement (the “Surety Agreement”) to be dated 11 February 2011 between the Issuer, the Initial Guarantors and BNY Corporate Trustee Services Limited in its capacity as trustee (the “Trustee”). The Notes will be constituted by a trust deed to be dated 11 February 2011 between the Issuer, the Initial Guarantors and the Trustee (the “Trust Deed”). The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$1,000,000,000 (or the equivalent in other currencies). The Issuer will, in accordance with the terms and conditions of the Notes (the “Conditions”) and on the relevant dates set forth in Condition 4(o), cause certain other persons (the “Additional Guarantors”) to execute and deliver to the Trustee a deed of accession to the Surety Agreement pursuant to which such persons will, jointly and severally amongst themselves and the Initial Guarantors, unconditionally and irrevocably guarantee (the “Additional Guarantees”) the due and punctual payment of all amounts becoming due and payable in respect of the Notes. The Initial Guarantors and the Additional Guarantors are together referred to as the “Guarantors” and the Initial Guarantees and the Additional Guarantees are together referred to as the “Guarantees”. The Guarantees will constitute suretyships for the purposes of Ukrainian law. See “Risk Factors—Risks Relating to the Notes— The validity of the Surety Agreement could be challenged”. This document comprises listing particulars for the purpose of the application to the Irish Stock Exchange (the “Irish Stock Exchange”) for the listing of the Notes on its Global Exchange Market. Application has been made for admission of the Notes issued under the Programme to the official list (the “Official List”) of the Irish Stock Exchange and trading on the Global Exchange Market of the Irish Stock Exchange, which is an exchange regulated market. Notes may be listed and admitted to trading on such other market or further stock exchanges as may be agreed between the Issuer and the Dealers, and may also be unlisted. Each Series (as defined herein) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a “temporary Global Note”) and will be sold in an “offshore transaction” within the meaning of Regulation S (“Regulation S”) under the United States Securities Act of 1933 (the “Securities Act”). Interests in temporary Global Notes generally will be exchangeable for interests in permanent global notes (each a “permanent Global Note” and, together with the temporary Global Notes, the “Global Notes”), or if so stated in the relevant Pricing Supplement (as defined herein), definitive Notes (“Definitive Notes”), after the date falling 40 days after the later of the commencement of the offering and the relevant issue date of such Tranche upon certification as to non-U.S. beneficial ownership. Interests in permanent Global Notes will be exchangeable for Definitive Notes in whole but not in part as described under “Summary of Provisions Relating to the Notes while in Global Form”. Notes in registered form will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. Global Notes and Certificates may be deposited on the issue date with a common depositary (the “Common Depositary”) on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The Notes of each Series to be issued in registered form (“Registered Notes”) and which are sold in an “offshore transaction” within the meaning of Regulation S (“Unrestricted Notes”), will initially be represented by a permanent registered global certificate (each, an “Unrestricted Global Certificate”) without interest coupons, which may be deposited on the relevant issue date (a) in the case of a Series intended to be cleared through Euroclear and/or Clearstream, Luxembourg, with the Common Depositary and (b) in the case of a Series intended to be cleared through a clearing system other than, or in addition to, Euroclear and/or Clearstream, Luxembourg, or delivered outside a clearing system, as agreed between the Issuer, the Issuing and Paying Agent (as defined herein), the Trustee and the relevant Dealer. Registered Notes which are sold in the United States to “qualified institutional buyers” (each, a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act (“Restricted Notes”) will initially be represented by a permanent registered global certificate (each a “Restricted Global Certificate” and, together with the Unrestricted Global Certificate, the “Global Certificates”), without interest coupons, which may be deposited on the relevant issue date with a custodian (the “Custodian”) for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company (“DTC”). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Summary of Provisions Relating to the Notes while in Global Form”. Tranches of Notes (as defined in Overview of the Programme—Method of Issue) to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Notes already issued. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED UNDER THE SECTION HEADED “RISK FACTORS” IN THIS OFFERING MEMORANDUM. Dealers and Arrangers for the Programme Credit Suisse Deutsche Bank ING RBS Sberbank VTB Capital JOB TITLE MetInvest OM REVISION 9 SERIAL <12345678> DATE / TIME Friday, February 11, 2011 9:13 PM JOB NUMBER 44408 TYPE Clean PAGE NO. i OPERATOR PM7 The Issuer and the Guarantors (the “Responsible Person(s)”) accept responsibility for the information contained in this Offering Memorandum. To the best of the knowledge of the Issuer and the Guarantors (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. No person has been authorised to give any information or to make any representation other than those contained in this Offering Memorandum in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantors or any of the Dealers or the Arrangers (as defined herein). Neither the delivery of this Offering Memorandum nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer, the Guarantors or Metinvest (as defined herein) since the date hereof or the date upon which this Offering Memorandum has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer, or the Guarantors or Metinvest since the date hereof or the date upon which this Offering Memorandum has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This Offering Memorandum has been prepared on the basis that any offer of notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for the offers of notes. Accordingly, any person making or intending to make an offer in the Relevant Member State of Notes may only do so in circumstances in which no obligation arises for the Issuer or the Dealers to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the Dealers have authorised, nor does either authorise, the making of any offer of notes in circumstances in which an obligation arises for the Issuer or the Dealers to publish a prospectus for such offer. Application has been made for admission of the Notes issued under the Programme to the official list of the Irish Stock Exchange and trading on the Global Exchange Market of the Irish Stock Exchange in accordance with its rules. This Offering Memorandum forms in all material respects the listing particulars for admission of the Notes to the official list of the Irish Stock Exchange and trading on the Global Exchange Market of the Irish Stock Exchange.
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