General Meeting

The General Shareholders’ Meeting is Severstal’s highest governing body and has exclusive powers with regard to any amendments to the Charter (which can be adopted by 75% of the voting shares of the shareholders attending the General Shareholders’ Meeting); any reorganization or liquidation of Severstal (that can be adopted by 75% of the voting shares of the shareholders attending the General Shareholders’ Meeting); any changes in the charter capital (save for a few situations where a decision to increase Severstal’s charter capital can be taken by the Board of Directors); the approval of the statutory annual report and accounts; the election of members to the Board of Directors and the Audit Commission; the approval of dividends; approval of the entry into major transactions with assets representing over 50% of the book value of Severstal (such decisions must be approved by 75% of the voting shares of the shareholders attending the General Shareholders’ Meeting) and any major transactions with assets representing 25% or more of the book value of Severstal, where the Board of Directors fails to approve such a transaction by a unanimous vote (to be adopted by a majority vote of the shareholders attending the General Shareholders’ Meeting) and the approval of certain ‘interested party’ transactions; the determination of the maximum amount of authorized shares (such decisions must be approved by 75% of the voting shares of the shareholders attending the General Shareholders’ Meeting); any participation in holding companies, and industrial and financial groups and associations of companies; and other matters.