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IMPORTANT NOTICE You Must Read the Following Disclaimer Before IMPORTANT NOTICE You must read the following disclaimer before continuing. The following disclaimer applies to the document following this page and you are therefore advised to read this disclaimer carefully before accessing, reading or making any other use of the attached document. In accessing the attached document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from JSW Steel Limited (the “Company”) as a result of such access. You acknowledge that the attached document and the information contained therein are strictly confidential and intended for you only. You are not authorized to and you may not forward or deliver the attached document, electronically or otherwise, to any other person or reproduce such document in any manner whatsoever, nor may you disclose the information contained in the attached document to any third-party or use it for any other purpose. Any forwarding, distribution, publication or reproduction of the attached document in whole or in part or disclosure of any information contained therein or any use of such information for any other purpose is unauthorized. Failure to comply with this directive may result in a violation of the securities laws of applicable jurisdictions. Nothing in this electronic transmission constitutes an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where it is unlawful to do so, and access has been limited so that it shall not constitute directed selling efforts (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) in the United States or elsewhere. The securities referred to in the attached document have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. CONFIRMATION OF YOUR REPRESENTATION: IN ORDER TO BE ELIGIBLE TO VIEW THE ATTACHED DOCUMENT, INVESTORS MUST COMPLY WITH THE FOLLOWING PROVISIONS. YOU HAVE BEEN SENT THE ATTACHED DOCUMENT ON THE BASIS THAT YOU HAVE CONFIRMED THAT YOU AND THE PERSON, IF ANY, FOR WHOSE ACCOUNT YOU ARE ACTING, ARE LOCATED OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND, TO THE EXTENT YOU PURCHASE THE SECURITIES DESCRIBED IN THE ATTACHED DOCUMENT, YOU WILL BE DOING SO PURSUANT TO REGULATION S UNDER THE SECURITIES ACT; AND CONSENT TO DELIVERY BY ELECTRONIC TRANSMISSION. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. This document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently neither JSW Steel Limited nor any of its affiliates, directors, officers, employees, agents, representatives or advisors accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. You are reminded that the attached document has been delivered to you on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this document, electronically or otherwise, to any other person. You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. (originally incorporated with limited liability in the Republic of India under the Companies Act, 1956) US$500,000,000 4.75% Notes Due 2019 The US$500,000,000 4.75% Notes due 2019 (the “Notes”) will be the unsecured senior obligations of JSW Steel Limited (the “Company”). The Notes will be unsecured obligations of the Company, rank pari passu with all of its other existing and future unsecured and unsubordinated obligations and be effectively subordinated to its secured obligations and the obligations of its subsidiaries. The Notes will bear interest at a rate of 4.75% per year. Interest will be paid on the Notes semi-annually in arrear on May 12 and November 12 of each year, beginning on May 12, 2015. Unless previously redeemed or purchased and cancelled as provided in the terms and conditions of the Notes (the “Conditions”), the Notes will mature on November 12, 2019. If a Change of Control Triggering Event (as defined herein) occurs, each Noteholder (as defined herein) shall have the right to require the Company to redeem all of such Noteholders’ Notes at 101% of their principal amount plus accrued and unpaid interest. Subject to the Conditions, the Company may also redeem all of the Notes at 100% of their principal amount plus accrued and unpaid interest if at any time the Company becomes obligated to pay additional withholding taxes as a result of certain changes in tax law. The Notes are also subject to certain covenants as described herein. For a more detailed description of the Notes, see “Terms and Conditions of the Notes” beginning on page 131. Payments on the Notes will be made in U.S. dollars without deduction for or on account of taxes imposed or levied by India to the extent described under “Terms and Conditions of the Notes — Taxation”. Issue Price for the Notes: 100% Investing in the Notes involves certain risks. You should read “Risk Factors” beginning on page 25 before investing in the Notes. Approval-in-principal has been received for the listing and quotation of the Notes on the Official List of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the offering, the Company, the Group or associated companies or the Notes. The Notes will be traded on the SGX-ST in a minimum board lot size of US$200,000 for so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws. Accordingly, the Notes are being offered and sold only to persons outside the United States in compliance with Regulation S under the Securities Act (“Regulation S”). For a description of certain restrictions on resales and transfers, see “Transfer Restrictions”. Each of the Notes will be represented by a global certificate (the “Global Certificate”) in registered form which will be registered in the name of a common depositary for Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and Euroclear Bank S.A./N.V. (“Euroclear”) on or about November 12, 2014. Individual certificates evidencing holdings of the Notes will only be issued in certain limited circumstances described under “The Global Certificate”. This Offering Memorandum has not been and will not be registered as a prospectus or a statement in lieu of prospectus in respect of a public offer, information memorandum or private placement offer letter or any other offering material with the Registrar of Companies in India in accordance with the Companies Act (as defined below) and other applicable laws in India for the time being in force. This Offering Memorandum has not been and will not be reviewed or approved by any regulatory authority in India or Indian stock exchange. This Offering Memorandum and the Notes are not and should not be construed as an advertisement, invitation, offer or sale of any securities whether by way of private placement or to the public in India. The Notes are expected to be rated BB+ by Fitch Ratings (“Fitch”) and Ba1 by Moody’s Investor Service Inc. (“Moody’s”). 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. Joint Lead Managers The date of this Offering Memorandum is November 5, 2014. NOTICE TO INVESTORS The Company, as well as Citigroup Global Markets Singapore Pte. Ltd., Australia and New Zealand Banking Group Limited, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Singapore Branch and Standard Chartered Bank (the “Joint Lead Managers”), reserve the right to withdraw the offering of the Notes at any time or to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the Notes offered hereby. This Offering Memorandum is personal to the prospective investor to whom it has been delivered by the Joint Lead Managers and does not constitute an offer to any other person or to the public in general to subscribe for or otherwise acquire the Notes. Distribution of this Offering Memorandum to any person other than the prospective investor and those persons, if any, retained to advise that prospective investor with respect thereto is unauthorized, and any disclosure of its contents without the Company’s prior written consent is prohibited.
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