BLUESCOPE STEEL LIMITED PROSPECTUS ABN 16 000 011 058 PROSPECTUS FOR THE 1 FOR 1 NON-RENOUNCEABLE ENTITLEMENT OFFER OF UP TO APPROXIMATELY 911.7 MILLION NEW SHARES AT AN OFFER PRICE OF $1.55 PER NEW SHARE TO RAISE UP TO APPROXIMATELY $1,413 MILLION THIS PROSPECTUS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE AN ELIGIBLE RETAIL SHAREHOLDER, YOU SHOULD READ THIS PROSPECTUS IN ITS ENTIRETY BEFORE DECIDING WHETHER TO ACCEPT THE OFFER OF NEW SHARES. YOUR ENTITLEMENT MAY HAVE VALUE AND YOU SHOULD THEREFORE CONSIDER WHETHER TO TAKE UP YOUR ENTITLEMENT RATHER THAN ALLOW IT TO LAPSE. IF YOU DO NOT UNDERSTAND ANY PART OF THIS PROSPECTUS, OR ARE IN DOUBT AS TO HOW TO DEAL WITH IT OR YOUR ENTITLEMENT, YOU SHOULD CONSULT YOUR STOCKBROKER, ACCOUNTANT, LAWYER OR OTHER PROFESSIONAL ADVISER. THIS DOCUMENT MAY NOT BE DISTRIBUTED INTO THE UNITED STATES OR TO ANY U.S. PERSON, AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), EXCEPT ACCOMPANIED BY THE INSTITUTIONAL OFFERING MEMORANDUM AND TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE U.S. AS PART OF THE INSTITUTIONAL OFFER (AS DEFINED HEREIN). For personal use only SOLE LEAD MANAGER, UNDERWRITER & BOOKRUNNER This Prospectus may not be distributed to, or relied upon by, persons in the U.S. or who are IMPORTANT NOTICE U.S. Persons unless accompanied by the institutional offering memorandum as part of the Institutional Offer. By returning a completed Entitlement and Acceptance Form, or making a This Prospectus relates to the 1 for 1 Offer of new shares (“New Shares”) by BlueScope payment of the Application Monies for New Shares by BPAY®, you will be taken to make the Steel. This Prospectus is dated 5 May 2009 and a copy was lodged with the Australian statements on the Entitlement and Acceptance Form and represent and warrant that there Securities and Investments Commission (“ASIC”) on that date. The Expiry Date of this has been no breach of such laws and that all necessary approvals and consents have Prospectus is the date that is 13 months after the date of this Prospectus (“Expiry Date”). No been obtained. New Shares will be issued on the basis of this Prospectus after the Expiry Date. BlueScope Steel will apply within seven days of the date of this Prospectus for quotation of the New Neither the New Shares nor the Entitlements under the Offer have been, or will be, registered Shares on ASX. Neither ASIC nor ASX takes any responsibility for the contents of under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the this Prospectus. U.S., and may not be offered or sold in the U.S., or to, or for the account or benefi t of, a U.S. Person, except in a transaction exempt from the registration requirements of the U.S. This Prospectus is important and requires your immediate attention. You should read the entire Securities Act and applicable U.S. state securities laws. The Offer is not being extended to any Prospectus carefully before deciding whether to invest in New Shares. In particular you should Shareholder outside of Australia or New Zealand, other than Eligible Institutional Shareholders consider the risk factors that could affect the performance of BlueScope Steel or the value and to certain Institutional Investors as part of the Institutional Offer. This Prospectus does of an investment in BlueScope Steel, some of which are outlined in Section 6. However, the not constitute an offer of securities in the U.S. or to any U.S. Person or to any person acting information provided in this Prospectus is not investment advice or fi nancial product advice for the account or benefi t of a U.S. Person. The return of a duly completed Entitlement and and has been prepared without taking into account your individual investment objectives, Acceptance Form or payment of the Application Monies for New Shares by BPAY® will be fi nancial situation, tax position or needs. Before deciding whether to apply for New Shares, taken by BlueScope Steel to constitute a representation and warranty made by the applicant you should consider whether they are a suitable investment for you in light of your own to BlueScope Steel that there has been no breach of such laws. investment objectives, fi nancial situation, tax position and particular needs and having regard to the merits or risks involved. If, after reading this Prospectus, you have any questions about See Section 3.3 for further details. the Offer you should contact your stockbroker, accountant or other professional adviser. FUTURE PERFORMANCE AND FORWARD-LOOKING STATEMENTS The potential tax effects of the Offer will vary between investors. A summary of the potential Except as required by law, and then only to the extent required by law, neither BlueScope Australian tax implicationas for Eligible Retail Shareholders is set out in Section 8. However, Steel nor any other person warrants the future performance of BlueScope Steel, the Shares this summary does not take into account any of your individual circumstances, and you should or any return on any investment made by you under this Prospectus. The pro-forma fi nancial satisfy yourself of any possible tax consequences of the Offer by consulting your own information provided in this Prospectus is for illustrative purposes only and does not represent professional tax adviser. All investors should satisfy themselves of any possible tax a forecast or expectation by BlueScope Steel as to its future fi nancial performance. consequences by consulting their own professional tax advisers. This Prospectus contains forward-looking statements that, despite being based on BlueScope The past performance of the price of Shares or other securities in BlueScope Steel provides Steel’s current expectations about future events, are subject to known and unknown risks, no guidance or indication as to how the price of Shares, including New Shares, will perform uncertainties and assumptions, many of which are outside the control of BlueScope Steel in the future. Entitlements are not transferable. If you decide not to take up all or part of your and the Directors. These known and unknown risks, uncertainties and assumptions, could Entitlement to subscribe for New Shares, a number of New Shares, equivalent to the balance cause actual results, performance or achievements to differ materially from future results, of your Entitlement, may be sold to other Eligible Retail Shareholders who subscribe for New performance or achievements expressed or implied by the forward-looking statements. Shares in excess of their Entitlement (see Section 2.11 for more information). You will not These risks, uncertainties and assumptions include but are not limited to the risks outlined receive any value in respect of Entitlements that you do not take up or are not eligible to in Section 6. Forward-looking statements include those containing such words as “anticipate”, receive. Please carefully read and follow the instructions in Section 3 of this Prospectus and “estimate”, “expect”, “opportunity”, “plan”, “intend”, “aim”, “seek”, “believe”, “should”, on the accompanying Entitlement and Acceptance Form when subscribing for New Shares. “will”, “may” or similar expressions. PROSPECTUS AVAILABILITY PREPARATION OF FINANCIAL INFORMATION Eligible Retail Shareholders will be mailed a copy of this Prospectus together with an BlueScope Steel’s audited consolidated fi nancial statements are prepared in accordance accompanying personalised Entitlement and Acceptance Form. Eligible Retail Shareholders with Australian Accounting Standards, other authoritative pronouncements of the Australian can obtain a copy of this Prospectus during the Retail Offer Period (free of charge) from Accounting Standards Board and the Corporations Act. The consolidated fi nancial statements BlueScope Steel’s website at http://www.bluescopesteel.com or by calling the BlueScope comply with Australian Accounting Standards issued by the Australian Accounting Standards Steel Offer Information Line on 1300 855 998 from within Australia or +61 2 8280 7760 if calling Board and International Financial Reporting Standards (“IFRS”) issued by the International from outside Australia between 8:30am and 5:30pm (AEST) Monday to Friday during the Retail Accounting Standards Board. BlueScope Steel publishes its fi nancial statements in Offer Period. Shareholders in other jurisdictions (including the U.S.) are not entitled to access Australian dollars with a fi nancial year end of 30 June. A reference to $, or cents in this a copy of the Prospectus on BlueScope Steel’s website. Persons who access the electronic Prospectus is to Australian currency unless otherwise indicated. The fi nancial information version of this Prospectus on BlueScope Steel’s website should ensure they download and presented in a number of tables in this document has been rounded to the nearest whole read the entire Prospectus. The electronic version of the Prospectus on BlueScope Steel’s number or the nearest decimal. Therefore, the sum of the numbers in a column may not website will not include an Entitlement and Acceptance Form. conform exactly to the total fi gure for that column. In addition, certain percentages presented in the tables in this document refl ect calculations based upon the underlying information Any references to documents located on BlueScope Steel’s website are provided for prior to rounding and accordingly may not conform exactly to the percentages that would convenience only, and none of the documents or other information contained on BlueScope be derived if the relevant calculations were based upon the rounded numbers. Steel’s website are incorporated by reference into this Prospectus. DISCLAIMER OF REPRESENTATIONS Neither this Prospectus nor the accompanying Entitlement and Acceptance Form may be sent to persons outside Australia or New Zealand or to persons in the U.S.