How To Sell Shares Of A Company To A Shareholder

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1 POSSIBLE MANDATORY CONDITIONAL CASH OFFER by MERRILL LYNCH (SINGAPORE) PTE. LTD. (Incorporated in the Republic of Singapore) Company Registration Number D for and on behalf of EVRAZ GROUP S.A. (Incorporated in Luxembourg) for DELONG HOLDINGS LIMITED (Incorporated in the Republic of Singapore) Company Registration No G 1. Introduction 1.1 Merrill Lynch (Singapore) Pte. Ltd. ( Merrill Lynch ) wishes to announce, for and on behalf of Evraz Group S.A. ( Evraz Group or the Offeror ), that, subject to the exercise of either the Call Option (as defined below) or the Put Option (as defined below), the Offeror will make a mandatory conditional cash offer (the Offer ) to acquire all the ordinary shares ( Delong Shares ) in the share capital of Delong Holdings Limited ( Delong or the Company ) in issue and to be issued pursuant to (a) the valid conversion of the Convertible Bonds (as defined below) and the valid exercise of the Consolidated 2003 Warrants (as defined below), other than those already owned, controlled or agreed to be acquired by the Offeror. The Offer will not be made unless and until either the Call Option or the Put Option (as the case may be) is exercised. Accordingly, all references to the Offer in this Announcement refer to a possible Offer which will only be made if and when the Call Option or the Put Option (as the case may be) is exercised. 1.2 As at the date of this Announcement, the Offeror does not own or control, directly or indirectly, any Delong Shares. 2. Share Purchase Agreement 2.1 On 18 February 2008, the Offeror entered into a share purchase agreement (the Share Purchase Agreement ) with Best Decade Holdings Limited ( Best Decade ), Mr Ding Liguo and Ms Zhao Jing (each a Covenantor and together, the Covenantors ) pursuant to which, inter alia,: (a) Best Decade has agreed to sell, and the Offeror has agreed to purchase, 53,557,498 Shares (the Initial Sale Shares ), representing approximately per cent. of the 1

2 Delong Shares in issue as at the date of this Announcement, free from all claims, charges, mortgages, security, liens, options, equity, powers of sale, hypothecation or other third party rights, retentions of title, rights of pre-emption, rights of first refusal or security interests of any kind ( Encumbrances ) and together with all rights and advantages attaching to them as at the date of completion (the Initial Share Sale Completion ) of the sale and purchase of the Initial Sale Shares (the Initial Share Sale ); (c) (d) the Offeror has irrevocably granted Best Decade an option (the Put Option ) over 171,622,039 Delong Shares (the Option Shares ), representing approximately per cent. of the Delong Shares in issue as at the date of this Announcement, held by Best Decade, pursuant to which Best Decade has the right to require the Offeror to purchase all (and not some only) of the Option Shares, free from all Encumbrances and together with all rights and advantages attaching to them as at completion of the acquisition of the Option Shares pursuant to the exercise of the Put Option; Best Decade has irrevocably granted the Offeror an option (the Call Option ) over the Option Shares pursuant to which the Offeror has the right to require Best Decade to sell to it all (and not some only) of the Option Shares, free from all Encumbrances and together with all rights and advantages attaching to them as at completion as at completion of the acquisition of the Option Shares pursuant to the exercise of the Call Option; and the Covenantors have undertaken to procure that Best Decade shall sell, and the Offeror has agreed to purchase, 47,963,702 Delong Shares (the Additional Sale Shares ), representing approximately 8.97 per cent. of the Delong Shares in issue as at the date of this Announcement, free from all Encumbrances and together with all rights and advantages attaching to them as at the date of completion (the Additional Share Sale Completion ) of the sale and purchase of the Additional Sale Shares (the Additional Share Sale ). 2.2 The cash consideration payable by the Offeror to Best Decade for the Initial Sale Shares, for the Option Shares on the exercise of the Call Option or the Put Option (as the case may be) and for the Additional Sale Shares is as follows: (a) (c) an aggregate amount of S$211,332, for the Initial Sale Shares, being S$ for each Initial Sale Share; an aggregate amount of S$677,203, for the Option Shares on the exercise of the Call Option or the Put Option (as the case may be), being S$ for each Option Share; and an aggregate amount of S$189,259, for the Additional Sale Shares, being S$ for each Additional Sale Share. 2.3 Pursuant to the terms of the Share Purchase Agreement, the Initial Share Sale is not subject to any conditions. Initial Share Sale Completion is expected to take place as soon as possible, and in any event no later than five business days from the date of the Share Purchase Agreement. On such completion, the Offeror will hold 53,557,498 Shares, representing 2

3 approximately per cent. of the Delong Shares in issue as at the date of this Announcement. 2.4 Pursuant to the terms of the Share Purchase Agreement, the Offeror shall not be entitled to exercise the Call Option and Best Decade shall not be entitled to exercise the Put Option unless and until the following conditions (the Option Exercise Conditions ) are satisfied (or in the case of Option Exercise Condition in sub-paragraph 2.4 below waived by Best Decade, and in the case of Option Exercise Conditions in sub-paragraphs 2.4(c) and (d) below, waived by the Offeror): (a) (c) (d) the Offeror obtaining from the Ministry of Commerce and the State Administration of Industry and Commerce of the People s Republic of China ( PRC ) the requisite antitrust approval or clearance for, inter alia, the Call Option, the Put Option, the Additional Share Sale and the Offer, or written notice that such transactions may proceed or that they do not create any anti-trust concern under relevant legislation (the PRC Anti-Trust Approval ); the Initial Share Sale Completion having taken place in accordance with the terms of the Share Purchase Agreement; as at the date of the exercise of the Put Option or the Call Option (as the case may be) (the Option Exercise Date ), save for any dividends proposed or declared for the financial year ended 31 December 2007 ( FY2007 ) not exceeding 25 per cent. of the net profits for FY2007 which are available for distribution by the Company, there having been no dividend or other distribution (whether in cash or in specie) proposed or declared by the Company since 30 September 2007; and as at the Option Exercise Date, there having been no claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry or arbitration pending or threatened against any of the Company and/or its subsidiaries (the Delong Group Companies, and each a Delong Group Company ) which is reasonably expected to result in a claim against the Delong Group Company of not less than RMB100 million, taking in account the opinion of an independent financial adviser. If the Option Exercise Condition relating to the PRC Anti-Trust Approval is not satisfied on or before the date falling six months immediately after the date of the Share Purchase Agreement (the Six Month Anniversary ), the Offeror shall not be entitled to exercise the Call Option, and Best Decade shall not be entitled to exercise the Put Option, during the Call Option Period (as defined below) and the Put Option Period (as defined below) respectively. If the Option Exercise Conditions set out in sub-paragraphs 2.4(c) and (d) are not satisfied or waived, Best Decade shall not be entitled to exercise the Put Option during the Put Option Period. If the Option Exercise Conditions in sub-paragraph 2.4 is not satisfied or waived on or before the Six Month Anniversary, the Offeror shall not be entitled to exercise the Call Option within the Call Option Period. Subject to the Exercise Conditions being satisfied or waived (as the case may be): (i) the Offeror may exercise the Call Option during the period commencing on (and including) the date immediately after the Initial Sale Completion and ending at 5.00 p.m. (Singapore time) on the Six Month Anniversary (the Call Option Period ), 3

4 provided however where that the last day of the period is not a business day in Singapore, the Call Option Period will end on the next following business day in Singapore; and (ii) Best Decade may exercise the Put Option during the period commencing on (and including) the date immediately after the Initial Sale Completion and ending at 5.00 p.m. (Singapore time) on the Six Month Anniversary (the Put Option Period ), provided however where that the last day of the Put Option Period is not a business day in Singapore, the period will end on the next following business day in Singapore. 2.5 Pursuant to the terms of the Share Purchase Agreement, the Additional Share Sale is conditional upon the satisfaction (or in the case of the Additional Share Sale Condition in subparagraph 2.5(c) below, waived by the Offeror, and/or in the case of the Additional Share Sale Conditions in sub-paragraphs 2.5(d) and (e) below, waived by the Covenantors) of the following conditions (the Additional Share Sale Conditions ): (a) (c) (d) (e) (f) completion of the sale and purchase of the Option Shares pursuant to the exercise of the Call Option or the Put Option (as the case may be); the unconditional discharge and release of the Additional Sale Shares from the first fixed charge (the EB Share Charge ) granted by Best Decade in favour of Citibank N.A., Singapore Branch as security trustee over, inter alia, 173,358,870 Delong Shares, representing approximately per cent. of the Delong Shares in issue as at the date of this Announcement, owned by Best Decade (which includes the Additional Sale Shares) in connection with the S$175,000,000 zero coupon secured exchangeable bonds due 2012 exchangeable into Shares owned by Best Decade issued by Best Decade in November 2007; there having been no material breach of any of the provisions in the Share Purchase Agreement by Best Decade and/or either of the Covenantors; there having been no material breach of any of the provisions in the Share Purchase Agreement by the Offeror; the Offeror having despatched the formal offer document setting out the terms and conditions of the Offer and enclosing the appropriate forms of acceptance of the Offer (the Offer Document ) in compliance with the Code; and the PRC Anti-Trust Approval remaining in full force and effect and not having been amended or revoked. If the Additional Share Sale Condition in sub-paragraph 2.5(c) is not satisfied or waived and the Additional Share Sale Conditions in sub-paragraphs 2.5(a), and (f) are not satisfied on or before 31 December 2012, the Offeror may, in its sole discretion, elect not to complete the Additional Share Sale, in which event the Offeror shall not be required to purchase the Additional Sale Shares. If the Additional Share Sale Condition in sub-paragraph 2.5(d) is not satisfied or waived, and the Additional Share Sale Conditions in sub-paragraphs 2.5(a),, (e) and (f) are not satisfied on or before 31 December 2012, the Covenantors may, in their sole discretion, elect not to complete the Additional Share Sale, in which event the Covenantors shall not be required to sell the Additional Sale Shares. 4

5 2.6 Pursuant to the terms of the Share Purchase Agreement, the Offeror, Best Decade and the Covenantors have also agreed the following: (a) Appointment of Evraz Director: each of Best Decade and the Covenantors has undertaken that for so long as the Offeror holds or controls not less than 53,557,498 Delong Shares and up to the date of the closing of the Offer, through the exercise of their Voting and Procurement Rights, they will procure so far as they can the appointment of one person nominated by the Offeror and whose credentials satisfy the criteria set by the Nominating Committee of the board of directors of the Company (the Board ) for the appointment of a new director to the Board. However, in the event that the PRC Anti-Trust Approval is not obtained, if a nominee of the Offeror has yet to be appointed to the Board, Best Decade and the Covenantors shall have no obligation to procure the appointment of such nominee to the Board, and where a nominee of the Offeror has been appointed to the Board, the Offeror shall procure that such nominee resign from the Board. For the purposes of this Announcement, Voting and Procurement Rights means as to any person (but subject always to the fiduciary duties of any relevant director or officer and in compliance with any applicable laws): (i) all rights of such person as a shareholder of any company to vote at a general meeting or special meetings of such company; (ii) all powers to procure that any director of such company who has been nominated by such person as a director of such company vote at board meetings of such company in accordance with the wishes of such person; and (iii) all powers of such person, using all reasonable efforts, to affect, directly or indirectly through a director, nominated by such person, the direction of the management and policies of such company (including, without limitation, any power to direct the actions of the executive officers of such company); Sale of Hebei Zhongmei Xuyang Coking Co., Ltd ( 河 北 中 煤 旭 阳 焦 化 有 限 公 司 ): the Offeror has acknowledged that the Company is considering the disposal (the Disposal ) of its 10 per cent. interest in Hebei Zhongmei Xuyang Coking Co., Ltd ( 河 北 中 煤 旭 阳 焦 化 有 限 公 司 ) ( Hubei Zhongmei ). Each of Best Decade and the Covenantors agrees that, in the event that the Company decides to proceed with the Disposal, the process of the Disposal shall only commence after the close of the Offer. Further, in the event that the Company makes a distribution to shareholders of the net proceeds of the Disposal, the Offeror has agreed to waive its entitlement to such distribution and that the distribution which it would have otherwise been entitled to shall be paid to the other shareholders of the Company in proportion to their relative shareholdings in the Company as at the record date for such dividend or distribution. The Offeror has also irrevocably and unconditionally undertaken that it (i) shall cause its nominee on the Board, subject to any fiduciary and other duties of directors under all applicable laws and as far as they can, to facilitate and vote in favour of the Disposal at any meeting of the Board and the declaration and/or making of the distribution by the Company to shareholders of the net proceeds of the Disposal; and (ii) shall, to the extent permitted by the SGX-ST, vote and procure that all its nominee(s) vote all of the Delong Shares owned or controlled by it and its nominee(s) in favour of the Disposal and in favour of the declaration and making of the 5

6 distribution of the net proceeds of the Disposal at any shareholder meeting convened to approve the same; (c) Shareholder s Loan: the Offeror has agreed to extend to the Company a shareholder s loan on arm s-length commercial terms which shall be used by the Company solely for the purpose of, and which shall be sufficient for the purpose of, redeeming any or all the Convertible Bonds pursuant to the exercise by holders of such Convertible Bonds of their rights on a change of control in the Company in accordance with the Convertible Bonds Terms and Conditions (as defined below). The Offeror shall not extend such a loan if, in conjunction with the Offer, it makes the Convertible Bonds Offer (as defined below); and (d) Pre-emptive Right over Retained Shares: the Offeror, Best Decade and the Covenantors have also agreed that during the period commencing from (and including) 1 November 2009 and ending on (and including) 30 April 2021: (i) in the event that Best Decade wishes to sell any of its remaining 139,231,761 Delong Shares (the Retained Shares ), representing approximately per cent. of the Delong Shares in issue as at the date of this Announcement, Best Decade shall first offer to sell such Retained Shares to the Offeror in writing, specifying the price and other terms for the sale of such Retained Shares (the Specified Terms ), and which shall be capable of acceptance by the Offeror within 20 business days from the date on which such offer is made by Best Decade to the Offeror (the BD Specified Period ). In the event that the Offeror does not accept such offer, Best Decade may sell such Retained Shares on terms no more favourable than the Specified Terms to any party within a period of 20 business days from the expiry date of the BD Specified Period, and if Best Decade does not sell such Retained Shares within such period of 20 business days, it shall be required to comply with the provisions of this pre-emptive right over the Retained Shares; and (ii) in the event that the Offeror wishes to sell any of its Delong Shares, the Offeror shall also first offer such Delong Shares for sale to Best Decade in writing, specifying the Specified Terms, and which shall be capable for acceptance by Best Decade within 20 business days from the date on which such offer is made by the Offeror to Best Decade (the Evraz Specified Period ). In the event that Best Decade does not accept such offer, the Offeror may sell such Delong Shares on terms no more favourable than the Specified Terms to any party within a period of 20 business days from the expiry date of the Evraz Specified Period, and if the Offeror does not sell such Delong Shares within such period of 20 business days, it shall be required to comply with the provisions of this pre-emptive right over its Delong Shares. 2.7 The Offeror, Best Decade and the Covenantors are continuing their discussions and negotiations with a view to entering into a further agreement setting out arrangements between the parties as shareholders of the Company. It is contemplated that some of these arrangements would include lock-ups and exit mechanisms relating to their shareholding interests in the Company, pre-emptive and other minority shareholder protection rights. The 6

7 Offeror, Best Decade and/or the Covenantors will make an announcement in the event that any definitive agreement is entered into. 3. Possible Offer 3.1 In the event the Call Option or the Put Option (as the case may be) is exercised and the acquisition of the Option Shares pursuant to such exercise is completed, the Offeror will make the Offer for all the Delong Shares not already owned by the Offeror as at the date of the Offer (the Offer Shares ) in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and Rule 14.1 of the Singapore Code on Take-overs and Mergers (the Code ) on the following basis: For each Offer Share: S$ in cash (the Offer Price ) The Offer Price represents: (a) (c) (d) a premium of approximately 30.7 per cent. over S$3.02, the last transacted price for each Delong Share on the Singapore Exchange Securities Trading Limited ( SGX- ST ) on 18 February 2008, being the last trading day prior to the date of this Announcement; a premium of approximately per cent. over S$1.52, the last traded price for the Delong Shares prior to the issue of a query on unusual trading activity by the SGX-ST to the Company on 4 February 2008; a premium of approximately 69.4 per cent. over S$2.33, the volume weighted average of the prices at which the Delong Shares were transacted on the SGX-ST during the last one month up to and including the date of this Announcement; and a premium of approximately 49.5 per cent. over S$2.64, the volume weighted average of the prices at which the Delong Shares were transacted on the SGX-ST during the last six months up to and including the date of this Announcement. 3.2 The Offer will be extended to (a) any issued Delong Shares owned, controlled or agreed to be acquired by any party acting or deemed to be acting in concert with the Offeror in connection with the Offer, all new Delong Shares unconditionally issued or to be issued pursuant to the valid conversion prior to the close of the Offer of any Convertible Bonds, and (c) all new Delong Shares unconditionally issue or to be issued pursuant to the valid exercise prior to the close of the Offer of any Consolidated 2003 Warrants. For the purposes of the Offer and for the avoidance of doubt, the expression Offer Shares shall include all such Delong Shares. 3.3 The Offer Shares will be acquired (a) fully paid, free from all liens, equities, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever, and (c) together with all rights, benefits and entitlements attached thereto as at the date of this Announcement and hereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by the Company on or after the date of this Announcement. 7

8 4. Conditional Offer 4.1 The Offer, if and when made, will be conditional upon the Offeror having received, by the close of the Offer, valid acceptances in respect of such number of Offer Shares which will result in the Offeror and parties acting or deemed to be acting in concert with it holding such number of Delong Shares carrying more than 50 per cent. of the voting rights attributable to the issued share capital of the Company as at the close of the Offer (including any voting rights attributable to Delong Shares issued or to be issued pursuant to (a) the valid conversion of the Convertible Bonds and the valid exercise of the Consolidated 2003 Warrants prior to the close of the Offer). 4.2 Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such number of Offer Shares which will result in the Offeror and parties acting or deemed to be acting in concert with it holding such number of Delong Shares carrying more than 50 per cent. of the maximum potential issued share capital of the Company. For this purpose, the maximum potential issued share capital of the Company means the total number of Delong Shares which would be in issue had all the Convertible Bonds and the Consolidated 2003 Warrants been validly converted or exercised (as the case may be) as at the date of such declaration. 5. Convertible Bonds 5.1 Based on information set out in an offering circular of the Company dated 7 June 2007, the Company had issued RMB1,532,000,000 principal amount of zero coupon U.S. dollar settled convertible bonds due 2012 (the Convertible Bonds ) on 8 June Under the terms and conditions of the Convertible Bonds (the Convertible Bond Terms and Conditions ), bondholders may at any time from 19 July 2007 up to and including 1 June 2012 convert the Convertible Bonds into new Delong Shares at the conversion price of S$4.455 for each Delong Share (based on a fixed exchange rate of RMB5.02 = S$1.00 as set out in the Convertible Bond Terms and Conditions). As at 31 December 2007, the outstanding Convertible Bonds comprise RMB1,532,000, As the Convertible Bonds fall within the ambit of Rule 19 of the Code, an appropriate offer, in compliance with the provisions of the Code, will be made for the Convertible Bonds (the Convertible Bonds Offer ), details of which will be announced in due course Warrants 6.1 Based on the information set out in the 2006 Annual Report of the Company for the year ended 31 December 2006 and the Company s circular to shareholders dated 22 August 2003, the Company had issued 57,600,000 warrants (the 2003 Warrants ) on 23 September 2003 by way of a non-renounceable rights issue of 28,000,000 new ordinary shares with a then par value of S$0.05 each in the capital of the Company with one bonus warrant and one incentive warrant for every four then existing ordinary shares with a then par value of S$0.05 each in the capital of the Company held by shareholders of the Company ( Shareholders ), fractional entitlements being disregarded. Under the terms and conditions of the 2003 Warrants (the 2003 Warrant Terms and Conditions ), the 2003 Warrants expire on 8 October 2008 and each 2003 Warrant entitled warrantholders to subscribe for one new ordinary share with a 8

9 then par value of S$0.05 each in the capital of the Company, at an exercise price of S$0.05 for each share. 6.2 On 16 May 2007, pursuant to the consolidation by the Company of every 10 then existing ordinary shares into one Delong Share approved by the shareholders of the Company on 19 April 2007 and effective 17 May 2007, the number and exercise price of the 2003 Warrants was adjusted by the Company in accordance with the 2003 Warrant Terms and Conditions such that every 10 then existing 2003 Warrants were consolidated into one new consolidated 2003 Warrant ( Consolidated 2003 Warrants ), each Consolidated 2003 Warrant carrying the right to subscribe for one new Delong Share at an adjusted exercise price of S$0.50 for each new Delong Share. As at 31 December 2007, there were 582,678 Consolidated 2003 Warrants outstanding exercisable into 582,678 new Delong Shares. 6.3 As the Consolidated 2003 Warrants fall within the ambit of Rule 19 of the Code, an appropriate offer, in compliance with the provisions of the Code, will be made for the Consolidated 2003 Warrants (the Warrants Offer ), details of which will be announced in due course. 7. The Offeror Evraz Group is one of the largest vertically-integrated steel and mining businesses. In 2007, Evraz Group produced 16.3 million tonnes of crude steel. Evraz Group s principal assets include three of the leading steel plants in Russia: Nizhny Tagil (NTMK) in the Urals region and West Siberian (Zapsib) and Novokuznetsk (NKMK) in Siberia, as well as Palini e Bertoli in Italy, Evraz Vitkovice Steel in the Czech Republic, and Evraz Oregon Steel Mills headquartered in the USA. Its fast-growing mining businesses comprise Evrazruda, the Kachkanarsky (KGOK) and Vysokogorsky (VGOK) iron ore mining complexes, Yuzhkuzbassugol company and an equity interest in the Raspadskaya coal company. The mining assets enable Evraz Group to be a vertically-integrated steel producer. Evraz Group also owns and operates the Nakhodka commercial sea port, in the Far East of Russia. Evraz vanadium operations comprise Strategic Minerals Corporation, USA, and Highveld Steel and Vanadium Corporation, South Africa. 8. The Company The Company was incorporated in Singapore on 28 July 1997 as an investment holding company under the name Teamsphere Pte Ltd, and it changed its name to Teamsphere Limited ( Teamsphere ) on 17 March On 24 September 2004, Teamsphere entered into an agreement with Best Decade to acquire (the Acquisition ) the entire issued and paid-up share capital of Asia Paragon International Limited ( Asia Paragon ), for a purchase consideration of S$367.5 million which was satisfied in full by the allotment and issuance of 4.9 billion ordinary shares in the capital of Teamsphere. Subsequent to the Acquisition, Teamsphere was re-named Delong Holdings Limited. The Company has two wholly-owned subsidiaries, Asia Paragon and Dexin Steel Pte Ltd ( Dexin Steel ). Asia Paragon is incorporated in the British Virgin Islands and wholly owns Delong Steel Limited ( Delong Steel ), a Wholly Foreign-Owned Enterprise ( WOFE ) in the People s Republic of China. Delong Steel is an integrated steel mill manufacturing steel billets and mid-width hot-rolled coils for both domestic consumption and export. Dexin Steel is a steel trading and procurement company incorporated and operating in Singapore. 9

10 9. Continuation of Existing Activities It is the current intention of the Offeror that the Company continues with its existing activities. 10. Announcement of the Offer and Despatch of the Offer Document If and when the Call Option or the Put Option (as the case may be) is exercised in accordance with the terms of the Agreement, Merrill Lynch, for and on behalf of the Offeror, will immediately announce the firm intention on the part of the Offeror to make the Offer (the Formal Announcement ). The Offer Document will be despatched to holders of the Shares not earlier than 14 days and not later than 21 days from the date of the Formal Announcement. However, if the Exercise Conditions are not satisfied or waived (as the case may be), the Offer will not be made and Merrill Lynch will issue an announcement confirming that fact as soon as reasonably practicable thereafter. 11. Overseas Shareholders 11.1 Subject to the exercise of the Call Option or the Put Option (as the case may be) and if the Offer being made, the availability of the Offer to Shareholders whose addresses are outside Singapore as shown in the register of the Company or, as the case may be, in the records of The Central Depository (Pte) Limited ( Overseas Shareholders ) may be affected by the laws of the relevant overseas jurisdictions. Accordingly, Overseas Shareholders should inform themselves about and observe any applicable legal requirements. Further details in relation to the Overseas Shareholders will be contained in the Offer Document Where there are potential restrictions on sending the Offer Document to any overseas jurisdictions, the Offeror and Merrill Lynch reserve the right not to send the Offer Document to such overseas jurisdictions. Any affected Overseas Shareholders may nonetheless obtain a copy of the Offer Document from the office of the Company s share registrar, B.A.C.S Private Limited at 63 Cantonment Road, Singapore Alternatively, an affected Overseas Shareholder may write to the Company s share registrar to request the Offer Document to be sent to an address in Singapore by ordinary post at his own risk. 12. Responsibility Statement 12.1 The directors of the Offeror (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly Where any information has been extracted from published or publicly available sources (including, without limitation, in relation to Best Decade, the Covenantors, the Company and its subsidiaries and associated companies), the sole responsibility of the directors of the Offeror has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. 10

11 Issued by Merrill Lynch (Singapore) Pte. Ltd. For and on behalf of Evraz Group S.A. 18 February 2008 Singapore 11