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Annual report - 2012 Contents Address of Victor F. Rashnikov, Chairman of OJSC MMK's Board of Directors ...... 3 The main results of 2012 ............................................................................. 5 Main Events of 2012 .................................................................................... 6 The Company's Mission, Strategy and Growth Prospects .................................. 8 B. Dubrovsky, General Director of OJSC MMK, on the Results of 2012 and Strategic Tasks Faced by the Company ........................................................ 12 MMK Group .............................................................................................. 14 Company’s Sales ....................................................................................... 15 Material and technical supply ...................................................................... 24 Company’s Production Activity .................................................................... 28 Overview of the financial position of the company ......................................... 32 Internal Control System ............................................................................. 41 Risk Management ...................................................................................... 43 Corporate Social Responsibility ................................................................... 45 The Company's HR Policy ........................................................................... 47 Labour safety ........................................................................................... 48 Environmental Protection ........................................................................... 50 Corporate Governance ............................................................................... 55 Information on Securities Including Issues of Shares ..................................... 71 REPORT of the OJSC MMK Board of Directors on the Results of OJSC MMK's Priority Activities in 2012 ........................................................................... 77 General Information on OJSC MMK .............................................................. 78 General Information on the Annual Report ................................................... 79 Application. Consolidated Financial Statements for the Year Ended 31 December 2012 ....................................................................................................... 80 2 Address of Victor F. Rashnikov, Chairman of OJSC MMK's Board of Directors Dear shareholders, colleagues and partners! In 2012 the Magnitogorsk Iron and Steel Works celebrated its 80th anniversary. Over these eight decades the Company has covered a long trajectory, and today it is one of Russia's leading steel-making companies ranking among the world's top steel producers. MMK is a vertically integrated steel group comprising 97 companies whose geography has long spread beyond the boundaries of the Magnitogorsk industrial site and keeps expanding both domestically and internationally. The Group is present in Russia's Kemerovo Region through its coal subsidiary OJSC Belon, in St.Petersburg area through its steel service centre Intercos-IV, in the Moscow Region through MMK-Profil-Moskva, in 22 Russian regions through ZAO Profit's network of scrap collection and processing centres, and also in 28 regions through the outlets of its distribution subsidiary, LLC Torgovy Dom MMK. In Turkey the Group has built a steel making plant, MMK Metalurji, located on two sites in Iskenderun and Istanbul. In 2012 the MMK Group produced 13.037 m tons of crude steel and 11.936 m tons of commercial steel products, which is 6.9% and 7% more than in 2011, respectively. The Company has recorded a significant reduction in its debt burden cutting it by USD 500 million, with the total debt/EBITDA ratio dropping from 3.31 to 2.86. In 2012 we completed a major greenfield project, the 2,000 mm Cold Rolling Mill Complex equipped in line with the most advanced technological standards. Today the Complex produces premium quality cold rolled and galvanized products for exterior and interior car parts, for household appliances manufacturers and the construction sector. The commissioning of the 2nd Stage of the Complex was acclaimed as one of the key events of the Russian steel sector in 2012. Last year MMK accounted for 17.7% of the total Russian output of rolled steel products. The Company consolidated its leading positions in steel deliveries to domestic customers. We did our best to satisfy the customers' needs both in terms of steel grades and sizes and product quality. In 2012 77% of MMK's total steel output was shipped to the Russian market, an all-time high for the Company. OJSC MMK continues to consolidate its status of a socially-conscious company basing its efforts on the principles of corporate responsibility. Taking consistent steps to raise the living standards of our employees and their families we are also promoting occupational safety and environment protection. In 2012 the MMK Group spent RUB 2.6 billion on the implementation of its social projects. In late 2012 OJSC MMK's Board of Directors approved a new 10-year strategy of the Group for a period up to 2022 earmarking about USD 7 billion for its implementation. The Company's Strategic Development Plan clearly states that the Company sees steel production as the Group's main business in the future. Hence, our specific task is to become a leader in steel-making technology and innovations, creating more value for the shareholders and improving the quality of life of our employees and local communities in the locations where our assets are deployed. I am confident that our desire and ability to develop and grow, and ability to overcome critical situations with minimum losses, as well as our long-standing labour traditions and faith in our own potential will allow us to fulfill our plans. 3 I would like to express my deep-felt gratitude to OJSC MMK's and the Group's personnel for their coordinated and professional work in 2012, and to thank everybody who has cooperated and continues cooperating with our Company. At MMK we have always placed a high value on reliable partners and true friends. And so it will be in the future. I wish you all success in meeting your goals and effective fulfillment of the tasks set! 4 The main results of 2012 Growth of steel Growth of MMK Group's 1.2% production in the world* steel production 6.9% Commercial steel production EBITDA 11,936 kt USD 1.356 bn 2011: 11,158 kt (+7%) 2011: USD 1.336 bn (+1%) Value added production Slabs cash-cost 4,880 kt USD 403 per tonne 2011: 4,063 kt (+20%) 2011: USD 474 per tonne (-15%) Sales proceeds EBITDA margin USD 9.328 bn 14.5% 2011: USD 9.306 bn (+0.2%) 2011: 14.4% (+0.1%) Operating income Debt/EBITDA USD 266 m 2.86 2011: USD 365 m (-27%) 2011: 3.31(-0.45) Profit (loss) for the period CAPEX (-) USD 94 m USD 674 m 2011: (-) USD 125 m 2011: USD 1.154 bn (-42%) *2012 level compared to 2011: Worldsteel Association data 5 Main Events of 2012 January 2012: MMK was recognized as the leader in supplies of flat steel products in Russia (according to Metallosnabzhenie y Sbyt magazine) February 2012: On 1 February MMK celebrated its 80th anniversary. Vladimir Putin, the Russian Prime Minister, sent his congratulations to the employees and veterans of the Company. MMK won the All-Russian Competition "Best Russian Enterprises. Growth, Performance and Responsibility" in the category "Social Programs for Employees and Maternity Support". MMK floated a RUB 5 bn issue of 3-year exchange-traded bonds included in the MICEX quotation list, with a coupon rate of 8.19%. March 2012: The Company's Electric Furnace Shop smelted its 10-millionth ton of steel, while the BOF Division reached the mark of 150 m tons produced since the launch of the 1st BOF converter. April 2012: The Company's CEO, Boris Dubrovsky, was awarded the Order of Honour by decree of the Russian President Dmitry Medvedev. May 2012: OJSC MMK's annual general shareholders' meeting was held on 25 May 2012. June 2012: MMK signed a long-term contract (up to 2022) with LLC NOVATEK-Chelyabinsk for natural gas supply. MMK won three gold and two silver medals at the 23rd International Invention, Innovation and Technology Exhibition in Malaysia (ITEX '12) for its developments. July 2012: The Russian President Vladimir Putin attended the commissioning of the 2nd stage of the 2,000 mm Cold Rolling Complex at MMK. MMK produced the 650 millionth ton of sinter. MMK won in the mining and metals sector's "High Social Responsibility Competition" in the category of environment protection and power-saving. September 2012: MMK produced the 600-millionth ton of hot rolled steel in the Company's history. MMK had its ship-building steel production process approved by the renowned certification society Bureau Veritas, France. August 2012: Russian Institute of Directors confirmed a NCGC 8 rating for OJSC MMK corresponding to the level of advanced practice of corporate governance according to the National Corporate Governance Scale. October 2012: MMK managers were recognized as the best corporate governance professionals in Russia according to the ratings of the 2012 Director of the Year Prize panel. November 2012: As part of the International Metals Week in Moscow MMK won a gold and a silver medal at the Metall Expo 2012 specialized international exhibition and a prize for the 2012 Chief Event in the Russian Steel Sector. 6 December 2012: On 29
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