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01 Evraz Annual Report 2009 Main.Indd Annual Report and Accounts 2009 Bridging the Infrastructure Gap Contents I. Company Overview 4 VI. Corporate Governance 56 Who We Are 6 Introduction 58 Key Events 7 The Board of Directors and Senior Corporate Structure 8 Management 59 Major Assets 9 The Board (Elected on 17 May 2010) 60 Operations Map 10 Senior Management (As of 31 May 2010) 64 Production by Region 12 Role of the Board 70 Key Performance Indicators 2005–2009 14 Board and Management Remuneration 72 Board Committee Reports 74 II. Messages 16 Risk Management 77 Chairman’s Statement 18 Internal Control 80 81 Chief Executive’s Report 20 Shareholder Information III. Economic and Industry VII. Management Report 86 Overview 22 and Financial Statements Global Macroeconomic Environment 24 Management Report 88 Steel Industry 26 Responsibility Statement of the Directors Iron Ore Market 27 in Respect of the Annual Report and Coking Coal Market 28 the Financial Statements 89 Vanadium Market 29 Selected Consolidated Financial Information 90 Management’s Discussion and Analysis IV. Business Overview 30 of Financial Condition and Results of Operations 93 Our Strategy 32 Consolidated Financial Statements Our Business 34 for the Year Ended 31 December 2009 126 Steel 35 Contents 127 Steel: Russia 35 Independed Auditors’ Report in Respect Steel: Ukraine 37 of Consolidated Financial Statements Steel: North America, Western Europe, for the Year Ended 31 December 2009 129 South Africa 38 Consolidated Financial Statements Mining 41 for the Year Ended 31 December 2009 130 Mining: Coal 41 Parent Company Financial Statements Mining: Iron Ore 42 of Evraz Group S.A. for the Year Ended Vanadium 43 31 December 2009 234 Outlook for 2010 44 Contents 235 Key Investment Projects 2010 45 Responsibility Statement of the Directors 236 Independed Auditors’ Report 237 V. Corporate Responsibility 46 Parent Company Financial Statements 238 Introduction 48 Abbreviations and Acronyms 257 Economic Prosperity 49 Glossary of Selected Terms 258 Health and Safety 51 Environment 53 Our People 54 I. Company Overview The American Recovery and Reinvestment Act of 2009 revealed plans to spend US$27.5 billion on highway and bridge construction projects. Evraz’s North American division is one of the world’s largest producers of infrastructure plate which is used for the construction of roads and bridges. Evraz supplied steel used to build the infrastructure for the APEC -2012 summit to be staged on Russky Island, off the coast of Vladivostok, in the Far East of Russia. The rebars, channels and sheet piles will be utilised in various projects including runway reconstruction at Vladivostok International Airport and the construction of a bridge from Vladivostok to Russky Island across the Eastern Bosphorus strait. Annual Report & Accounts 2009 Evraz Group S.A. Who We Are Evraz Group is a vertically-integrated steel, mining and Evraz’s strategy is focused on achieving ongoing vanadium business and, based on 2009 crude steel improvements in operating effi ciency, cost control production volumes, is ranked the 14th largest steel and synergies derived from asset consolidation, while company in the world. maintaining the Company’s prime positions in the railway and construction steel products markets in Russia and the CIS, the fl at products markets in Europe and the US Our Business and the global vanadium market. Evraz is a global industrial enterprise that spans four continents and employs approximately 110,000 people. The consistent implementation of these strategic objectives During 2009, Evraz produced 15.3 million tonnes of crude continued throughout 2009. steel and sold 14.3 million tonnes of steel products. Self- coverage in relation to the Company’s iron ore and coking coal requirements amounted to 96% and 74% respectively. Our Story Originally founded in 1992 as a small metal trading Our principal activities include the manufacture and sale of company in Russia, Evraz has developed into a steel and steel products, iron ore mining and enrichment, multinational corporation through progressively extending coal production and processing, the manufacture and sale its steel and mining operations around the globe. of vanadium products, trading and logistics. We believe our greatest responsibility to our shareholders, As a leading supplier to major industrial sectors, Evraz our employees, our customers, the communities that we operates in all infrastructure-related steel markets. Evraz is operate within and other relevant constituencies is to the world’s largest producer of rails and one of the leading deliver maximum value while aligning our activities to a producers of construction steel. framework of sustainability that is integral to the ongoing development of our business. Our Vision Evraz remains focused on its primary objective of sustaining the Company’s position as one of the most cost-effi cient integrated steel producing and mining enterprises in the world. 6 Annual Report & Accounts 2009 I Evraz Group S.A. Key Events 2009 January An Extraordinary Shareholders’ Meeting approved sales of the Company’s steel products to domestic the modifi cation of the method of payment of the 2008 customers. interim dividend. As a result, 9,755,347 new shares were issued in favour of those shareholders who supported the November Evraz exercised control over Vanady-Tula. As 2008 partial scrip interim dividend payment. of 31 December 2009, the Company’s nominal ownership interest in Vanady-Tula was 84.84% February Evraz sold 49% of NS Group to TMK for US$508 million, thereby completing the transfer of IPSCO’s November-December Lenders under syndicated loan former US tubular and pipe businesses. facilities and holders of Evraz notes due 2013, 2015 and 2018 approved amendments of debt covenants, allowing April Highveld agreed to sell 26% of Mapochs Mine to local appropriate headroom and fl exibility to progress Evraz’s partners in accordance with the South African Government’s current strategy. Black Economic Empowerment programme and South African legislation in respect of the mining industry. December Evraz repaid to “Vnesheconombank” (“VEB”) the US$800 million loan granted in December 2008. May The Annual General Meeting of shareholders approved the proposal not to pay a fi nal dividend for 2008. Evraz secured a US$225 million four-year committed Dividend payments will only resume upon sustainable revolving credit facility in respect of Evraz Inc. NA., its market recovery and progress in deleveraging. wholly-owned US subsidiary. June Evraz’s steelmaking capacity utilisation in Russia was 2010 restored to 100% following the resumption of operations March Evraz won the licence to develop the Mezhegey at Blast Furnace No. 3, idled in October 2008, at the Zapsib coking coal deposit (estimated category A+B+C1 reserves steel mill, Novokuznetsk, Russia. of 213.5 million tonnes of hard coking coal) in the Republic of Tyva, Russia. July Evraz raised US$965 million through the issue of US$650 million 7.25% convertible bonds due 2014 and Evraz’s subsidiary, OOO EvrazHolding Finance, US$315 million of new equity. The conversion price for the announced the issue of a 15 billion rouble-denominated bonds is US$21.12 per GDR, while the issue price of the bond (approx. US$506 million) at an annual rate of new equity was US$16.50 per GDR. 9.25% due in 2013. August Evraz announced the lapse of the option to raise its April Evraz sold the Koksovaya coal mine, a subsidiary stake in Delong Holdings Ltd., the Singapore-listed Chinese of Evraz’s Yuzhkuzbassugol, to the Raspadskaya coal steel manufacturer, from the current 15% to 51%. company in order to derive maximum synergies from the future development of the coal fi eld. September Evraz Inc. NA received a signifi cant Large Diameter Pipe order from TransCanada Corporation in relation May At the Company’s AGM, shareholders approved the to the Keystone Gulf Coast Expansion Project (Keystone XL). Board’s proposal not to pay a dividend in respect of 2009. The number of directors was reduced from ten to nine. October Evraz’s subsidiary, OOO Sibmetinvest, issued Details of the Board’s composition can be found in the 20 billion rouble (approx. US$680 million) fi ve-year bonds Corporate Governance section. at an annual rate of 13.5%. Evraz fully repaid a US$1,007 million loan to VEB utilising Evraz acquired Carbofer Metall, one of the largest a US$950 million loan from Gazprombank which will steel distributors in Russia, in order to increase direct mature in 2015. 7 Annual Report & Accounts 2009 Evraz Group S.A. Corporate Structure Key subsidiaries and jointly STEEL IRON ORE VANADIUM SALES, SERVICES controlled AND LOGISTICS entities as of COAL 31 December 2009 COKE a e North Evraz Inc. NA* 100% Stratcor* 72.84% America Evraz Inc. NA b Canada* 100% Europe NTMK 100% KGOK 100% Dneprokoks 98.65% Nikom 100% TC EvrazHolding 100% f Palini e Bertoli 100% VGOK 100% Bagleykoks 94.37% Evraztrans 76% Vítkovice*100% Sukha Balka 99.42% DKHZ 93.86% East Metals 100% DMZ 96.03% EvrazMetall 100% g Asia Zapsib 100% Evrazruda 100% Yuzhkuzbassugol Vanady-Tula 84.84% Nakhodka Sea Port 100% 100% NKMK 100% d Raspadskaya 40% EvrazEK 100% Sinano 100% MEF 100% c Africa Highveld* 85.12% * Interests in Canadian plate and pipe d 40% interest in subsidiaries marked business, comprises Raspadskaya is held by its with an asterisk (*) are a steelmaking and management, while 20% held directly by Evraz rolling mill in Regina is free fl oat. Group S.A., the parent (Saskatchewan), tubular company operations in Regina, e Strategic Minerals Calgary and Red Deer Corporation comprises a Evraz Inc. NA (Alberta), a cut-to-length two divisions: Stratcor, Hot headquartered in processing centre in Surrey Springs (Arkansas, USA) Portland (Oregon, (British Columbia) and a and Vametco Alloys, Brits USA) incorporates steel sales offi ce in Calgary.
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