Publication of Prospectus

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES (OTHER THAN TO QIBs THAT ARE ALSO QPs, AS DEFINED BELOW), AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

 

Publication of Prospectus

The following Prospectus is available for viewing:

Moscow, Russia - 9 March, 2021 - PAO Severstal hereby informs that the base prospectus (the "Base Prospectus") in relation to the US$4,500,000,000 loan participation note programme for the issuance of loan participation notes by, but with limited recourse to, Steel Capital S.A., incorporated under the laws of Luxembourg as a société anonyme, for the sole purpose of financing loans to PAO Severstal, has been approved as a prospectus by the Central Bank of Ireland in its capacity as competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017.

The Base Prospectus will shortly be available for inspection at https://www.ise.ie/Market-Data-Announcements/Debt/Individual-Debt-Instrument-Data/Dept-Security-Documents/?progID=600&FIELDSORT=docId

For further information, please contact:

Severstal Investor Relations

Vladimir Zaluzhsky

Evgeny Belov

Tel: +7 (495) 926 7766

Severstal Public Relations

Anastasia Mishanina

Vladimir Zaluzhsky

Tel: +7 (495) 926 7766

DISCLAIMER

This announcement is not for release or distribution or publication, directly or indirectly, in whole or in part in or into the United States, Australia, Canada, Japan, the Russian Federation or any other jurisdiction where to do so would be unlawful. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction or jurisdictions in which such offers or sales are unlawful. The securities referred to herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The securities referred to herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA ("UK PRIIPs Regulation") for offering or selling the securities referred to herein or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities referred to herein or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred, delivered or distributed, directly or indirectly, within the United States absent a registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offer of the securities in the United States. The securities mentioned herein will only be offered for sale in the United States to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act that are also qualified purchasers ("QPs") as defined in Section 2(a)(51) of the US Investment Company Act of 1940, in reliance on Rule 144A or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and will only be offered for sale outside the United States to persons other than U.S. persons in reliance on Regulation S under the Securities Act.

This announcement is being distributed to and is only directed at (1) if in the European Economic Area ("EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 ("Qualified Investors") or (2) if in the United Kingdom, (i) "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc. ") of the Order or (iv) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii) and (iii) together being referred to as "Relevant Persons"). The information contained herein is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the information herein relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.

This announcement or information contained therein is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained herein is intended only for persons who are "qualified investors" within the meaning of Article 51.2 of the Federal Law no. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. The securities have not been and will not be registered in Russia and are not intended for "placement" or "circulation" in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.