IMPORTANT NOTICE THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBs (AS DEFINED BELOW) UNDER RULE 144A OR (2) PERSONS WITH ADDRESSES OUTSIDE OF THE U.S. IMPORTANT: You must read the following before continuing. If you are not the intended recipient of this message, please do not distribute or copy the information contained in this e-mail, but instead, delete and destroy all copies of this e-mail including all attachments. The following applies to the offering circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering circular. In accessing the offering circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S., EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of your Representation: In order to be eligible to view the following offering circular or make an investment decision with respect to the securities, investors must be either (I) qualified institutional buyers (‘‘QIBs’’) (within the meaning of Rule 144A under the Securities Act) or (II) located outside of the U.S. By accepting the e-mail and accessing the following offering circular, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) located outside of the U.S. and that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories or possessions and (2) you consent to the delivery of such offering circular by electronic transmission. You are reminded that the following offering circular has been delivered to you on the basis that you are a person into whose possession the following offering circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of the following offering circular to any other person. If this is not the case, you must return this offering circular to us immediately. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the issuer in such jurisdiction. The following offering circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan Securities Ltd., Merrill Lynch International and HMC Investment Securities Co., Ltd. (collectively, the ‘‘Managers’’) nor any person who controls any of them nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the offering circular distributed to you in electronic format and the hard copy version available to you on request from the Managers. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail 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. Offering Circular Strictly confidential Hyundai Steel Company US$500,000,000 4.625% Notes Due 2016 Issue price: 99.788% The US$500,000,000 4.625% Notes due 2016 (the ‘‘Notes’’) are issued by Hyundai Steel Company (the ‘‘Company’’), a joint stock company formed under the laws of the Republic of Korea. The Notes will bear interest from and including April 21, 2011 at the rate of 4.625% per annum payable semi-annually in arrears on April 21 and October 21 of each year up to and excluding the maturity date, April 21, 2016, with the first interest payment to be made on October 21, 2011. The Company may not redeem the Notes in whole or in part prior to maturity except upon the occurrence of certain events related to Korean tax law as described herein. Upon the occurrence of a Change of Control (as defined herein), holders of the Notes will have the right to require the Company to repurchase all or any part of their Notes at a purchase price equal to 101% of the principal amount, plus accrued but unpaid interest, if any, to the redemption date. See ‘‘Terms and Conditions of the Notes.’’ The Notes will be in registered form and will be issued in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. The Notes will be the Company’s unsecured unsubordinated obligations and will rank pari passu with all of its other unsecured senior indebtedness. Approval in-principle has been received for the listing and quotation of the Notes on 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. Approval in-principle from, and admission of the Notes to the Official List of, the SGX-ST and quotation of the Notes on the SGX- ST are not to be taken as an indication of the merits of the Company or the Notes. The Notes are expected to be rated ‘‘Baa3’’ by Moody’s Investors Service, Inc. and ‘‘BBB-’’ by Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies Inc. Such ratings do not constitute a recommendation to buy, sell or hold the Notes and may be subject to revision or withdrawal at any time by such rating organizations. Investing in the Notes involves risks that are described in the ‘‘Risk Factors’’ section beginning on page 7 of this Offering Circular. The Notes have not been registered under the U.S. Securities Act of 1933 (the ‘‘Securities Act’’)orthe securities laws of any other jurisdiction. Unless they are registered, the Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction. Accordingly, the Notes are initially offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act (‘‘Rule 144A’’) and outside the United States in compliance with Regulation S under the Securities Act (‘‘Regulation S’’). Prospective purchasers of the Notes are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For further details about eligible offerees and resale restrictions, see ‘‘Plan of Distribution’’ and ‘‘Transfer Restrictions.’’ The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about April 21, 2011. Joint Bookrunners and Lead Managers BofA Merrill Lynch Citi Credit Suisse HSBC J.P. Morgan Co-Manager HMC Investment Securities April 14, 2011. Table of Contents Page Page Summary .......................... 1 RelatedPartyTransactions ......... 79 RiskFactors ........................ 7 Terms and Conditions of the Notes . 80 UseofProceeds .................... 22 FormoftheNotes ................. 96 ExchangeRates .................... 23 TheGlobalCertificates ............. 98 Capitalization ...................... 24 Taxation ........................... 100 SelectedFinancialData ............. 25 CertainERISAConsiderations ....... 106 Management’s Discussion and Analysis PlanofDistribution ................ 107 of Financial Condition and TransferRestrictions ............... 113 ResultsofOperations ............ 26 LegalMatters ...................... 118 Industry Overview .................. 44 IndependentAuditors .............. 118 Business ........................... 53 Summary of Certain Differences Management ...................... 74 Between Korean GAAP and PrincipalShareholders .............. 77 U.S.GAAP ....................... 119