Business and Finance Mid-tem perspective. Warsaw, February 15-16, 2012

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1 Business and Finance Mid-tem perspective Warsaw, February 15-16, 212 1

2 Złomrex S.A. Group structure post expansion period between PRODUCTION OF STEEL PRODUCTS HSJ - TLENOWNIA HSJ 92,4% FERROSTAL ZW -WB OMSZ 95,9% ZELJEZARA INTERNATIONAL DISTRIBUTION VETB&H VETCRO VAROM VAPOL BWS ZIMM VERBIE 51,% 36,% 99,8% 67,% VASTH VAGYOR VASLOVA VASLOVE SBH VAHUN VASTAD VACZE NEP 5,% PRODUCTION SCRAP OTHER ZŁOMREX DISTRIBUTION ZLX METAL SCRAP BSS ZLX PRUSZ AB-STAHL 64,4% CENTROSTAL 77,4% FLORIAN PK NOWA JAKOŚĆ STALEXPORT OTHER ACTIVITIES 89,1% 99,9% ZLX FINANS CKM ZIF ZLX CHINA CEN SZCZ 98,8% 95,1% STX MBI STX SCB 2 KAPITAŁ KAPITAŁ SK 51,% DOMESTIC DISTRIBUTION

3 Złomrex S.A. Group performance during expansion period of and first year of crisis (' pln) Revenues EBITDA Net profit (' pln) Long-term indebtedness: bonds banks leasing other acquisition liabilities social benefits Short-term indebtedness: accrued bonds coupon RCF overdraft leasing factoring other other (forwards, options) acquisition liabilities social benefits TOTAL DEBT

4 Divestiture of distribution division and following operational and financial reorganization Sale of 1% of shares in Cognor Stahlhandel GmbH to Mechel Conditional SPA , closing r. Price for 1% of shares was set at EUR 32.8m and referenced to the company s figures as of r. Final price to be established based on Cognor Stahlhandel GmbH group equity difference between i r. Part of the transaction was a repayment of intercompany loan extended by Złomrex S.A. (currently HSJ S.A.) at the amount of EUR 9.8m Cognor S.A. (Cognor) has received and expects to receive the following proceeds: EUR 24.6m Feb 211 EUR.9m Feb 212 EUR m H1 212, the amount is subject to the dispute between Cognor and the buyer HSJ S.A. has received and expects to receive the following amounts: EUR 5.m Apr / Oct 211 EUR 4.8m Feb 212 Sale of the domestic distribution assets to Arcelor Mittal Distribution Conditional APA , closing r. The transaction comprised of: inventories, real property and other fixed assets. Total sale price accounted for PLN 181.2m net (PLN 197.2m VAT incl.) Cognor has received and expects to receive the following proceeds: PLN 168.8m , PLN 4.1m Jun 211 PLN 2.m Q4 211 PLN 7.4m May 212 PLN 14.9m May 213 Internal reorganization of the Group Acquisition of Złomrex S.A. by Cognor including an indirect acquisition of shares in (i) steel plants - Ferrostal + HSW-HSJ and (ii) scrap collection network - Złomrex Metal Downstream application of proceeds and repayment of bank loans as well as working capital improvement Simplification of the Group s structure by the following subsidiary companies mergers aimed at increasing internal efficiencies and tax benefits The whole of former Złomrex S.A. Group s business became listed on Warsaw Stock Exchange 4 Significant increase of Cognor s potential and profitability

5 Grupa Cognor i podmiot kontrolujący Złomrex Finans Sp. z o.o. Złomrex China Limited 1% Other 1% OMS Production Current status Przemysław Sztuczkowski 1% PS HOLDCO COGNOR GROUP COGSERV COG STH PL BSS 1% 1% 1% 64,4% Other 1% ZLX CENTRUM COGNOR 1% CEN SZCZ Production Scrap 1% 1% 51% KAPITAŁ KAPITAŁ SK ZIF 99,9% HSJ (Złomrex + HSW-HSJ) 1% ZLOMREX METAL FINANCE SUBSIDIARIES REAL PROPERTIES ISSUER 92.4% FERROSTAL SCRAP COLLECTION AND TRADING 75% COG BLD 1% ROOFING SHEETS ZW-WB 5 STEEL PRODUCTION

6 29-21 results and 211 forecast (' pln) 211 F 21 (1) 29 (1) Revenues EBITDA Net profit (' pln) Long-term indebtedness: bonds banks leasing other - acquisition liabilities social benefits Short-term indebtedness: accrued bonds coupon RCF overdraft leasing factoring other other (forwards, options) TOTAL DEBT F forecast (1) restated to reflect divestiture of distribution division and internal reorganization

7 Średnioterminowe załoŝenia biznesowe i finansowe Background: High hield bonds markets to remain weak; sovereign debt crisis; increase in yields Cognor s rating: S&P - CCC+ (stable), Moody s Caa2 (stable) Upgrade possible after confirmation of 211 forecast and positive business development in Q1 212 Main short-term bank lines: SEB CF: PLN 39m, DB: PLN 27m, BRE: PLN 28m Banks to remain reluctant in terms of long-term financing Cognor s shares quoted around at PLN 4.. Further improvement of market perception possible Cognor has issued 6.6 of its warrants (PS Holdco currently holds 6.72 of those rights) enabling a holder to subscribe for 6.72 of Cognor s shares at a fixed price of PLN 4. per share; first conversion possibile in Q3 212 Financial needs refinancing and expansionary CAPEX: Company s notes refinancing, maturity r. 12 mln. eur. Planned CAPEX between PLN 25-5m. The CAPEX will be aimed at substantial increase in most profitable production and expanding of own billets processing. The Company is preliminarily considering two major projects, similar in value. Commencment of those projects is subject to setting up a new long-term financing framework. Size of the expenditures will be conditional upon on stability and availibility of financing. Potential sources: Free cash flow (PLN 1-2m) New High Yeald bonds issuance (EUR 1-15m) Cognor s new share issuance (up to 25m) Polish bond offering (PLN 15-5m) Vendor finance: (PLN 15-4m) Bank debt:? Financing structure: Most probable and preferred Company s new financing would constitute a combination of long-term debt (bonds + vendor finance), free cash flow and new share offering (within the existing warrants scheme) 7

8 8 COGNOR SA ul. Zielona 26, Poraj tel , fax

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