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Metinvest B.V. (Incorporated in the Netherlands with Limited Liability) U.S.$500,000,000 10.25 Per Cent

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Metinvest B.V. (Incorporated in the Netherlands with Limited Liability) U.S.$500,000,000 10.25 Per Cent Level: 9 – From: 9 – Tuesday, May 18, 2010 – 10:00 – eprint6 – 4210 Intro OFFERING MEMORANDUM – LISTING PARTICULARS Metinvest B.V. (incorporated in The Netherlands with limited liability) U.S.$500,000,000 10.25 per cent. Guaranteed Notes due 2015 Guaranteed on a joint and several basis by the Guarantors named herein (each incorporated in Ukraine with limited liability) Issue Price: 99.046 per cent. Metinvest B.V. (the “Issuer” or the “Company”) is offering (the “Offering”) U.S.$500,000,000 10.25 per cent. Guaranteed Notes due 2015 (the “Notes”). The initial guarantors named herein (the “Initial Guarantors”) will unconditionally and irrevocably guarantee 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”) dated on or about 20 May 2010 (the “Closing Date”) 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 on or about the Closing Date between the Issuer, the Initial Guarantors and the Trustee (the “Trust Deed”). The Issuer will, in accordance with Conditions 2(b) (Addition of Guarantors) and 3.15 (Additional Guarantees) of the Conditions (as defined below) and on the relevant dates set forth therein, 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 “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. Interest on the Notes is payable semi-annually in arrear on 20 November and 20 May in each year, commencing on 20 November 2010. Payments on the Notes and under the Guarantees will be made without withholding or deduction for or on account of taxes of The Netherlands and Ukraine to the extent described under Condition 7 (Taxation). The Notes mature on 20 May 2015 at their principal amount together with accrued interest. The Notes are subject to redemption in whole, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of The Netherlands or Ukraine. The Issuer will, at the option of any Noteholder, redeem any Notes held by such Noteholder at any time following a Change of Control (as defined in the Terms and Conditions of the Notes (the “Conditions”)), at 101 per cent. of their principal amount, together with accrued interest. See Condition 5.3 (Redemption at the Option of the Holders Upon a Change of Control). Currently there is no public market for the Notes. This document comprises listing particulars for the purpose of the application to the Irish Stock Exchange for the listing of the Notes. Application has been made to the Irish Stock Exchange (the “Irish Stock Exchange”) to approve these listing particulars and to admit the Notes to listing on the official list of the Irish Stock Exchange (the “Official List”) and to trading on the Global Exchange Market of the Irish Stock Exchange (the “Market”). There is no assurance that the Notes will be listed and admitted to trading on the Global Exchange Market of the Irish Stock Exchange. The Notes are rated B3 by Moody’s and B- by Fitch. A 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 TITLED “RISK FACTORS” IN THIS OFFERING MEMORANDUM. NEITHER THE NOTES NOR THE GUARANTEES THEREOF HAVE BEEN, OR WILL BE, REGISTERED UNDER THE U.S. FEDERAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE NOTES ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS IN RELIANCE ON RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND IN TRANSACTIONS OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF THE NOTES AND DISTRIBUTION OF THIS OFFERING MEMORANDUM, SEE “SUBSCRIPTION AND SALE” AND “SELLING AND TRANSFER RESTRICTIONS”. The Notes will be issued in registered form in the denomination of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. Delivery of the Notes will be made on or about the Closing Date. The Regulation S Notes will upon issue be represented by a single global note certificate (the “Regulation S Global Note Certificate”) in registered form, which will be deposited with a common depositary (the “Common Depositary”) for, and registered in the name of a nominee of, Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on or about the Closing Date for the accounts of their respective accountholders. The Rule 144A Notes will be evidenced by a global note certificate (the “Rule 144A Global Note Certificate” and, together with the Regulation S Global Note Certificate, the “Global Note Certificates”), which will be registered in the name of a nominee of, and deposited with a custodian for, The Depository Trust Company (“DTC”). Ownership interests in the Global Note Certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg and their respective participants. Joint Bookrunners and Lead Managers BNP PARIBAS Credit Suisse ING The Royal Bank of Scotland VTB Capital Co-Managers Sberbank Troika Dialog The date of this Offering Memorandum is 18 May 2010 Level: 9 – From: 9 – Tuesday, May 18, 2010 – 10:00 – eprint6 – 4210 Intro 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 and belief of each of the Issuer and the Guarantors (each of which has 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. The Issuer and the Guarantors, having made all reasonable enquiries, confirm that: this Offering Memorandum contains all information with respect to the Issuer, the Guarantors, the Issuer and its consolidated subsidiaries taken as a whole (“Metinvest”), the Notes and the Guarantees which is material in the context of the issue and Offering of the Notes; the statements contained in this Offering Memorandum relating to the Issuer, the Guarantors and Metinvest are true and accurate in all material respects and not misleading; the opinions, intentions and expectations expressed in this Offering Memorandum with regard to the Issuer, the Guarantors and Metinvest are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; there are no other facts in relation to the Issuer, the Guarantors, Metinvest, the Notes or the Guarantees, the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Offering Memorandum misleading; this Offering Memorandum does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances under which they were made, not misleading; and all reasonable enquiries have been made by the Issuer and the Guarantors to ascertain the facts, information and statements contained in this Offering Memorandum. This Offering Memorandum may only be used for the purposes for which it has been published. This Offering Memorandum does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantors or the Joint Lead Managers (as defined in “Subscription and Sale” below) to subscribe for or purchase any of the Notes. The distribution of this Offering Memorandum and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum comes are required by the Issuer, the Guarantors and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of further restrictions on offers and sales of the Notes and distribution of this Offering Memorandum, see “Subscription and Sale”. No person is authorised to give any information or to make any representation not contained in this Offering Memorandum and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantors or the Joint Lead Managers. 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 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, 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 the information contained in it or any other information supplied in connection with the Notes 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.
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