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Novolipetsk Steel

December 23, 2015

NLMK improves corporate governance practices

New documentation approved by the Board of Directors is in line with best international corporate governance practices. The lineup of the Committee of Board of Directors was renewed, with a majority chaired by independent directors. The Board of Directors also approved the composition of the Company’s Management Board.

At a meeting held 22 December 2015, NLMK’s Board of Directors approved new revisions of Regulations on NLMK BoD Committee’s and the Company’s Code of Corporate Governance, as well as Regulations on the Corporate Secretary that reflect recommendations of best practices, including OECD Principles of Corporate Governance and Bank of Russia recommendations from April 2014.

Key changes include specification of goals, objectives and functions of the BoD committees and procedures for forming them; as well as regulations of the key aspects of Corporate Secretary activities. Best practices that will guide the Company in future are summarized in NLMK’s Code of Corporate Governance (link to document).

The Boardof Directors approved the composition of its committees:

Strategic Planning Committee:Chairman – Vladimir Lisin, members: Oleg Bagrin, Benedict Sciortino (independent director), Karl Doering, Karen Sarkisov, Helmut Wieser (independent director), Franz Struzl (independent director).

Audit Committee:Chairman – Benedict Sciortino (independent director), members: Franz Struzl (independent director), Stanislav Shekshnya (independent director), Nikolai Gagarin, Karen Sarkisov.

Human Resources,Remuneration, and Social Policies Committee:Chairman – Stanislav Shekshnya (independent director), members: Vladimir Lisin, Helmut Wieser (independent director).

The majority of members of the Audit Committee and the Human Resources, Remuneration, and Social Policies Committee are independent directors, including committee chairs.

Valery Loskutov was approved as the Corporate Secretary. He has been in this function since 2005. The Board of Directors approved the composition of NLMK’s Management Board:

The Board of Directors approved a Management Board consisting of 9 members, with Alexander Burayev, Director for Long Products and Metalware leaving the Board due to his retirement.

The Management Board,chaired by President Oleg Bagrin, consists of:

Brijesh Garg, Vice President, Procurement,

Ilya Gushchin, Vice President, Sales,

Yuri Larin, Vice President, Technology Development & Operational Efficiency,

Sergey Likharev, Vice President, Logistics,

Alexander Saprykin, Vice President, Strategic Raw Materials Division,

Grigory Fedorishin, Vice President, Finance,

Sergey Filatov, Novolipetsk Managing Director and

Stanislav Tsyrlin, Vice President, HR & Management System.

The Board of Directors also approved an addendum to the contract for creating a consolidated taxpayers group to include new participants; and an interested party transaction.

* * *

AboutNLMK Group

NLMK Group is the largest steelmaker in Russia and one of the most efficient in the world. NLMK’s metal products are used in various industries, from construction and engineering to the manufacture of power-generating equipment and offshore wind turbines.

NLMK's production assets are located in Russia, Europe, and the United States. The Company’s liquid steel production capacity is over 17 million tonnes per year, of which about 16 million tonnes are produced in Russia. The company generated $6.371 billion in revenue; $1.628 billion in EBITDA; and a net profit of 891 million in 9M 2015. Net Debt/EBITDA is 0.5. The company has a BBB- credit rating (Fitch Ratings).

NLMK’s ordinary shares are traded on the Moscow Stock Exchange (ticker symbol: NLMK), and its global depositary shares are traded on the London Stock Exchange (ticker symbol: NLMK:LI).




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