EVRAZ plc

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A CIRCULAR IN RELATION TO THE MATTERS DESCRIBED IN THIS ANNOUNCEMENT IS EXPECTED TO BE PUBLISHED SHORTLY

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

15 December 2021

Proposed demerger of PJSC Raspadskaya from EVRAZ plc

On 26 January 2021, EVRAZ plc ("EVRAZ" or the "Company" and, together with its subsidiaries, the "EVRAZ Group") announced that it was considering the strategic merits of, and possible structures for, the potential demerger of its metallurgical coal assets consolidated under PJSC Raspadskaya ("RASP" and, together with its subsidiaries, the "RASP Group") (the "Demerger").

The board of EVRAZ (the "EVRAZ Board") and management of EVRAZ have conducted a comprehensive review of the rationale and feasibility of the Demerger and have now concluded that the separation of the two businesses serves the long-term interests of EVRAZ's shareholders, employees, clients and other stakeholders.

EVRAZ today announces that definitive terms have been entered into in relation to the Demerger, subject to, among other things, approval of the Demerger and related matters by EVRAZ's shareholders. A shareholder circular (the "Circular") in relation to the Demerger has been submitted to the UK Financial Conduct Authority (the "FCA") by the Company for approval. A further announcement will be made once the Circular has been approved for publication by the FCA, which is expected later today.

Demerger Rationale

The EVRAZ Board believes the separation of the two businesses serves the long-term interests of EVRAZ's shareholders, employees, clients and other stakeholders. The Demerger will result in the creation of two distinct publicly listed businesses with leading positions in their respective fields, and will allow each to pursue tailored strategic, capital allocation and sustainability objectives. In particular, the EVRAZ Board believes the Demerger will benefit the stakeholders of the separate businesses in the following areas:

·    Increased transparency over sustainability performance and goals: Allowing each business to concentrate on its respective sustainability priorities, enhancing accountability for sustainability performance, and the definition and delivery of future strategy;

·    Tailored capital allocation: Enabling each business to adopt a capital allocation framework balancing its individual cash flow profile, growth investment strategy and capital return priorities;

·    Independent growth strategy for RASP: Allowing RASP to independently implement its strategy and pursue growth opportunities with dedicated financial and human resources; and

·    Differentiated value proposition: Establishing a clear and focused equity story for each of EVRAZ, as a leading global producer of steel, iron ore and vanadium, and RASP, as a leading producer of high-quality metallurgical coal.

EVRAZ's dividend policy continues to anticipate dividend payments to shareholders of a minimum amount of US$300 million per annum, provided that the EVRAZ Group's net debt/EBITDA ratio remains below 3.0x.

In order to demonstrate its commitment to delivering shareholder returns, RASP has adopted a dividend and leverage policy under which it intends to declare dividends semi-annually of not less than 100% of free cash flow, subject to net debt/EBITDA not exceeding 1.0x, or not less than 50% of free cash flow, if its net debt/EBITDA exceeds 1.0x. In order to ensure the strength of its balance sheet and long-term stability, RASP will aim to maintain a net debt/EBITDA ratio below 2.0x.

Overview of the Demerger

It is proposed that the Demerger will be effected by EVRAZ making an interim in specie distribution of the shares it directly holds in RASP (being approximately 90.9% of the total ordinary shares in RASP), which is listed on the Moscow Exchange, to EVRAZ shareholders. If the Demerger proceeds, EVRAZ shareholders are expected to receive an entitlement to 0.4255477880 of a RASP share for each EVRAZ share held at 6:00 p.m. on 15 February 2022.

Effect of the Demerger and Details of the Share Sale Facility

The effect of the Demerger will be that EVRAZ shareholders, who currently have an indirect interest in the RASP Group through their holding of EVRAZ shares, will have the opportunity to receive RASP shares and therefore hold a direct interest in the RASP Group.

EVRAZ recognises that some EVRAZ shareholders may be restricted from holding RASP shares. Such shareholders will have the opportunity to participate in a share sale facility (the "Share Sale Facility"), which is intended to provide those EVRAZ shareholders with the opportunity to sell, for cash, the RASP shares to which they will be entitled following the Demerger. Under the Share Sale Facility, EVRAZ will procure the sale through a sale agent of those RASP shares to which participants are entitled and will then, upon the sale of all such RASP shares, provide the cash proceeds (net of certain costs and expenses), to participants on a pro rata basis in US Dollars. Neither the sale price nor the sale timeframe will be guaranteed under the Share Sale Facility and the EVRAZ Board therefore recommends that EVRAZ shareholders that are capable of holding RASP shares, take the necessary action to receive them and do not participate in the Share Sale Facility. The Circular will include further details on the Share Sale Facility and on the steps EVRAZ shareholders are advised to take to receive the RASP shares to which they will be entitled.

After completion of the Demerger and the Share Sale Facility, EVRAZ would accordingly cease to hold the RASP shares which it currently holds and the RASP Group would no longer form part of the EVRAZ Group.

Responsible Transition

EVRAZ and RASP will operate as separate, independent companies following the Demerger. RASP currently provides approximately 70% of EVRAZ's metallurgical coal supply requirements needed to support its operations. To aid the transition certain trading arrangements, including two new, long-term coal offtake agreements (pursuant to which RASP will provide EVRAZ with up to approximately 60% of the post-Demerger EVRAZ Group's coal requirements for the purposes of steel production), will continue to 31 December 2026. East Metals AG, the trading subsidiary of the EVRAZ Group, will continue to re-sell coal purchased from the RASP Group for up to fifteen months following the Demerger. RASP will become a related party of EVRAZ following the Demerger and such arrangements have been entered into on arms' length terms. Whether they are renewed upon expiry will be a matter to be considered by both groups in due course. For a transitional period of approximately one year, certain entities in the post-Demerger EVRAZ Group will also continue to provide administrative and support services to the RASP Group, including accounting, IT, treasury, agency and consultancy services.

Steps to Completion of the Demerger

Due to the size of the RASP Group, the Demerger is a Class 1 transaction under the UK Listing Rules and is therefore subject to approval by EVRAZ shareholders.

EVRAZ does not currently have sufficient distributable reserves to make the in specie distribution of all of its RASP shares and therefore to effect the Demerger. As an interim step, the EVRAZ Board proposes to capitalise the sum of US$8,200,000,000 currently standing to the credit of EVRAZ's profit and loss reserve by way of issuing certain capital reduction shares (the "Capital Reduction Shares"), and subsequently to reduce the Company's share capital by cancelling the Capital Reduction Shares, so as to create sufficient distributable reserves to effect the Demerger (the "Capital Reduction").

As a technical interim step, EVRAZ's articles of association will also need to be amended as they do not currently contemplate or expressly permit an interim in specie distribution in the manner proposed to implement the Demerger.

The Demerger will therefore require the approval of EVRAZ shareholders at a general meeting and the UK Court to confirm the Capital Reduction. The Circular will include further details on the resolutions to be proposed at the general meeting, which is expected to be held on 11 January 2022, and on the actions EVRAZ shareholders are recommended to take by the EVRAZ Board.

Major Shareholder Undertakings

EVRAZ' major shareholders (being Greenleas International Holdings Ltd., Abiglaze Ltd and Crosland Global Limited), who currently hold 57.61% of EVRAZ shares and are expected to hold at least 53.72% of the shares in RASP following the Demerger, have provided an undertaking to EVRAZ to receive the RASP shares to which they will be entitled following the Demerger and not to sell such shares through the Share Sale Facility. They have also provided an undertaking to receive Capital Reduction Shares to effect the Capital Reduction.

Further details of the terms of the Demerger and related arrangements will be included in the Circular.

Anticipated Timeline

Subject to EVRAZ shareholder and Court approvals being obtained, it is currently expected that the settlement date for the transfer of RASP shares to EVRAZ shareholders pursuant to the Demerger will be on 7 April 2022, and that the sale of RASP shares pursuant to the Share Sale Facility will be completed by October 2022.

Commenting on the Demerger, Alexander Abramov, Chairman of EVRAZ, said:

"This marks another major milestone in the history of EVRAZ. As part of the process, a comprehensive review was conducted of the rationale for, and feasibility of, the Demerger. Based on this, the EVRAZ Board believes that the separation of the two businesses serves the long-term interests of our shareholders, employees, clients and other stakeholders, and it has approved the definitive terms of the transaction."

Commenting on the Demerger, Alexander Frolov, Chairman of PJSC Raspadskaya, said:

"Following this transaction, Raspadskaya will strengthen its position as the largest coking coal producer in Russia and as a leading player globally, with vast and high-quality coal reserves and resources. In addition, the demerger will allow Raspadskaya to focus on its own growth strategy and sustainable development."

Important Actions to be Taken

The Circular will include further details on the general meeting and on the actions EVRAZ shareholders are advised to take in relation to it. The Circular will also include details on the steps EVRAZ shareholders are advised to take to receive the RASP shares to which they will be entitled, which will include opening or otherwise holding an account with a direct or indirect participant of a clearing institution eligible to receive RASP shares (such as Euroclear, Clearstream or the NSD), and providing the details of such account to the Company's registrar by no later than 15 March 2022.

Conference Call Details

Details of an analyst and investor conference call to discuss the Demerger will be provided when EVRAZ announces publication of the Circular.

Enquiries

For further information on the Demerger, please contact:

Information on PJSC Raspadskaya

Largest coking coal producer in Russia and one of the leading producers globally

RASP is the largest coking coal producer in Russia and is one of the leading coking coal producers globally for 2020.

Following its acquisition of UCC Yuzhkuzbassugol in December 2020, RASP's operating portfolio comprises seven underground mines, two open pits and three processing facilities in the Kemerovo Region.

In 2020, RASP mined 20.7 million tonnes of raw coking coal, accounting for 23% of Russia's total raw coking coal output. RASP supplied 22% of high-volatility hard and 43% of high-volatility semi-hard coking coal grades by total consumption on the Russian market in 2020.

Large and high-quality coking coal reserves and resources base

As of 31 December 2020, RASP had 1,897 million tonnes of JORC equivalent proved and probable coal reserves. At the 2020 level of coal extraction, RASP's reserves are sufficient to support RASP's production for over 90 years.

Hard coking coal constituted 33% of RASP's coal production in 2020, of which approximately 12% was classified as grade K (coking) and OS (coking semi-lean). Coking coal of grades K and OS is not widely available in Russia and is in high demand both domestically and abroad, largely due to its lower volatility and high coking ability. Semi-hard coking coal contributed a further 35% to RASP's coal production and the remaining 32% of the coal produced in 2020 was classified as semi-soft coking coal.

RASP conducts coal mining operations from seven mines and two open pits in the Kemerovo Region and from one mine in the Tyva Republic. Since the Kemerovo Region is a well-developed industrial area, RASP benefits from all the necessary infrastructure resources already established in the region. Further, the resources and reserves of mines and open pits in Kuzbass (in the Kemerovo Region) have been studied in substantial detail through geological exploration works conducted by the state in the middle and late 20th century. By contrast to the Kemerovo Region, the Tyva Republic is less developed and lacks key infrastructure, including a railway, which substantially hinders its economic development. Due to the lack of mines in, and the historical underdevelopment of, the Tyva Republic, additional geological exploration is required to obtain more detailed geological data on the region's deposits.

According to the JORC classification, the resources and reserves for each of RASP's operating coal mines and open pits comprise:

Highly experienced management team

RASP's senior leadership has extensive experience in the mining industry. Andrey Davydov, the general director (CEO) of Raspadskaya Coal Company (RASP's management company) assumed his role in June 2020 and has more than 25 years of experience in the Russian and Ukrainian mining industries. In 2010, he joined EVRAZ and was in charge of EVRAZ's Sukha Balka iron ore mine in Ukraine for five years. Between 2016 and 2020, Mr. Davydov led the Management Company EVRAZ Mezhdurechensk which managed the Sibuglemet group of enterprises.

The mine director of RASP, Alexander Elokhin, has held his current position since September 2018, having joined RASP in 1996 as an underground electrician. He graduated from the Kuzbass State Technical University with a degree in the Underground mining of minerals and has held multiple roles at RASP, including underground field supervisor, deputy director for production and deputy general director of RASP. In 2018, he assumed his current role as mine director of RASP.

Stanislav Kuznetsov assumed his role as the current Director of Economy and Finance (CFO) of Raspadskaya Coal Company in July 2020. He graduated from the Kemerovo State University in 2010 with a degree in Economics and Management at Industrial Enterprises, and subsequently joined the Directorate of Economy and Finance of UCC Yuzhkuzbassugol before progressing from a position as a leading economist to head of a bureau of the Office of the Planning and Economic Department. In 2018, Mr. Kuznetsov graduated from the EVRAZ New Leaders programme and has an IFRS diploma.

Sergey Shiryaev has acted as Technology Director (CTO) of Raspadskaya Coal Company since 2019. Mr. Shiryaev graduated from the Siberian State Industrial University with two diplomas in Underground Mining and in Economics and Management at the Mining Industry and Geological Exploration. In 2014, Mr. Shiryaev joined Raspadskaya Coal Company as First Deputy Technical Director.

RASP's management believes that the extensive experience of RASP's senior managers in the coal mining industry will help RASP to correctly identify and successfully implement its strategic objectives.

Gross Assets and Profits of PJSC Raspadskaya

The gross assets of RASP that are the subject of the Demerger were valued at US$2,005 million as at 30 June 2021. The Demerger will therefore have a dilutive effect on EVRAZ's assets. However, as set out above, the EVRAZ Board considers that the Demerger will enable EVRAZ to focus its capital allocation on supporting its strategic trajectory while enabling RASP to independently implement its strategy and pursue organic and inorganic growth opportunities. Following the completion of the Demerger, the post-Demerger EVRAZ Group business will review its existing externally reported key performance indicators and consider whether they and the methodology applied to prepare them remain appropriate in the context of the post-Demerger EVRAZ Group business and its evolving strategy. The RASP Group's profit after tax for the year ended 31 December 2020 was US$233 million.

Definitions

Important Notices

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is acting as sole sponsor and joint financial adviser to EVRAZ and no one else in connection with the matters set out in this announcement, it will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than EVRAZ for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the contents of this announcement or any other matter or arrangement referred to herein.

Citigroup Global Markets Limited ("Citi"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as joint financial adviser to EVRAZ and no one else in connection with the matters set out in this announcement, it will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than EVRAZ for providing the protections afforded to clients of Citi or its affiliates, nor for providing advice in connection with the contents of this announcement or any other matter referred to herein.

Neither J.P. Morgan Cazenove nor Citi nor any of their respective affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of J.P. Morgan Cazenove or Citi (as applicable) in connection with the matters or arrangements set out in this announcement, any statement contained herein, or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove or Citi by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, J.P. Morgan Cazenove and Citi each accepts no responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, and nothing contained in this announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with EVRAZ or the matters set out in this announcement. Each of J.P. Morgan Cazenove, Citi and their respective subsidiaries, branches and affiliates accordingly disclaim, to the fullest extent permitted by law, all and any duty, liability and responsibility whether arising in tort, contract or otherwise (save as referred to above) in respect of this announcement or any such statement or otherwise.

J.P. Morgan Cazenove and Citi have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

This announcement has been prepared for the purpose of complying with applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

This announcement does not constitute or form part of any offer, invitation to sell, otherwise dispose of or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities nor shall it or any part of it, nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with applicable United States securities laws or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States.

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any restrictions in such laws or regulations.

This announcement may include statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "envisages", "plans", "projects", "anticipates", "targets", "aims", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect EVRAZ's current views with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to EVRAZ' and/or RASP's results of operations, financial position, liquidity, prospects, growth or strategies and the industries in which they operate. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, EVRAZ disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement. Nothing in this announcement should be construed as a profit estimate or profit forecast and no statement in this announcement should be interpreted to mean that the profits of EVRAZ for the current or future financial years would necessarily match or exceed the historical published profits of EVRAZ.

Completion of the transaction described in this announcement is subject to the satisfaction of certain conditions and consequently there can be no certainty that completion will be forthcoming.

This announcement is not a circular or a prospectus and has been prepared solely for the purposes of the transaction referred to in this announcement. A circular is expected to be published by EVRAZ in connection with the matters described in this announcement in due course.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments.

None of the contents of EVRAZ' or RASP's websites, nor any website accessible by hyperlinks on EVRAZ' or RASP's websites, is incorporated in, or forms part of, this announcement.