Final Terms dated 12 September 2019

PAO SEVERSTAL
Series 6 U.S.$800,000,000 3.15 per cent. Loan Participation Notes due 2024
issued by, but with limited recourse to,
Steel Capital S.A.
a société anonyme incorporated in Luxembourg with limited liability whose registered office is at 14, rue Edward
Steichen, L-2540 Luxembourg, registered with the Register of Commerce and Companies of Luxembourg under
number B116975
for the sole purpose of financing a loan to
PAO SEVERSTAL
Under the Programme for the Issuance of Loan Participation Notes described in a Base Prospectus (the “Base Prospectus”) dated 3 September 2019 (the
“Programme”), Steel Capital S.A. (the “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue loan participation
notes (the “Notes”) on the terms set out in the Base Prospectus, as completed by final terms (each a “Final Terms”) setting out the specific terms of each issue. The
aggregate principal amount of Notes outstanding will not at any time exceed U.S.$4,500,000,000 (or the equivalent in other currencies). These Final Terms are the Final
Terms applicable to the issue by the Issuer of Series 6 U.S.$800,000,000 3.15 per cent. Loan Participation Notes due 2024 (the “Notes’’). Terms defined in the Base
Prospectus have the same meaning in these Final Terms, unless otherwise defined herein. The Notes are issued on the terms set out in these Final Terms read together
with the Base Prospectus.

In each case where amounts of principal, interest and additional amounts (if any) are stated to be payable in respect of the Notes, the obligation of the Issuer to make
any such payment constitutes an obligation only to account to the Noteholders, on each date upon which such amounts of principal, interest and additional amounts (if
any) are due in respect of the Notes, for an amount equivalent to all principal, interest and additional amounts (if any) actually received by or for the account of the Issuer
pursuant to the Loan. Noteholders will be deemed to have accepted and agreed that they will be relying solely on the credit and financial standing of Severstal
in respect of the payment obligations of the Issuer under the Notes.

The sole purpose of issuing the Notes will be to finance a loan (the “Loan”) to PAO Severstal (“Severstal”) as borrower, on the terms of a facility agreement between the
Issuer and Severstal dated 3 September 2019, as amended, supplemented or replaced from time to time (the “Facility Agreement”), as amended and supplemented by
a loan supplement dated 12 September 2019 (the “Loan Supplement” and, together with the Facility Agreement, the “Loan Agreement“) between the Issuer and
Severstal. Subject as provided in the Trust Deed (as defined herein) the Issuer will charge as security for its payment obligations in respect of the Notes and under the
Trust Deed, its rights and interests as lender under the Loan Agreement to Citibank, N.A., London Branch as trustee (the “Trustee”), for the benefit of the holders of the
Notes and will assign its administrative rights under the Loan Agreement to the Trustee.

AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” SET OUT IN THE BASE PROSPECTUS.

The Notes and the Loan (together, the “Securities”) have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “Securities Act”), and, subject
to certain exceptions, may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons. The Notes may be offered and sold (i)
within the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”)) that are also qualified purchasers as defined in
Section 2(a)(51) of the U.S. Investment Company Act of 1940 (the “Investment Company Act”) in reliance on the exemption from registration provided by Rule 144A
(the “Rule 144A Notes”); and (ii) to certain persons in offshore transactions in reliance on Regulation S under the Securities Act (the “Regulation S Notes”). The Issuer
has not been and will not be registered under the Investment Company Act. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions, see “Subscription and
Sale” and “Transfer Restrictions” as set out in the Base Prospectus.

Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the Notes issued under the Programme during the period
of 12 months from the date hereof to be admitted to the Official List (the “Official List”) and trading on its regulated market (the “Regulated Market”).The Regulation S
Notes and the Rule 144A Notes will be offered and sold in the denominations set out herein. The Regulation S Notes will initially be represented by a Global Certificate in
registered form (the “Regulation S Global Certificate”), without interest coupons, which will be deposited with a common depositary for, and registered in the name of a
common nominee of, Euroclear and Clearstream, Luxembourg on the Closing Date (as defined herein). Beneficial interests in the Regulation S Global Certificate will be
shown on, and transfers thereof will be effected only through records maintained by, Euroclear or Clearstream, Luxembourg. The Rule 144A Notes will initially be
represented by a Global Certificate in registered form (the “Rule 144A Global Certificate” and together with the Regulation S Global Certificate, the “Global
Certificates”), without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee of, DTC on the Closing Date. Beneficial
interests in the Rule 144A Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants.
Individual Definitive Certificates in registered form will only be available in certain limited circumstances as described in the Base Prospectus.

Joint Global Coordinators and Joint Bookrunners

SOCIÉTÉ GÉNÉRALE
CITIGROUP J.P. MORGAN
CORPORATE & INVESTMENT BANKING

Joint Bookrunners

ING SBERBANK CIB VTB CAPITAL

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 PAO SEVERSTAL
Issue of U.S.$800,000,000 3.15 per cent. Loan Participation Notes due 2024
by Steel Capital S.A.
a société anonyme incorporated in Luxembourg with limited liability whose registered office is at 14, rue Edward
Steichen, L-2540 Luxembourg, registered with the Register of Commerce and Companies of Luxembourg under
number B116975
for the sole purpose of financing a Loan to PАО SEVERSTAL
under a U.S.$4,500,000,000 Programme for the Issuance of Loan Participation Notes (the “Programme”)

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes 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 (EU) 2016/97 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.

MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of
each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as
defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the manufacturers’ target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution
channels.

Part A - Contractual Terms

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base
Prospectus dated 3 September 2019 which constitutes a base prospectus (the “Base Prospectus”) for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council dated 14 June 2017 (the “Prospectus
Regulation”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of
the Prospectus Regulation and must be read in conjunction with such Base Prospectus. Full information on Severstal,
the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the
Base Prospectus. The Base Prospectus has been published at https://www.ise.ie/Market-Data-
Announcements/Debt/Individual-Debt-Instrument-Data/Dept-Security-Documents/?progID=600&FIELDSORT=docId.

1 (i) Issuer: Steel Capital S.A.

(ii) Borrower: PАО SEVERSTAL

2 Series Number: 6

3 Specified Currency: United States dollar (“U.S.$”)

4 Aggregate Principal Amount of Notes: U.S.$800,000,000

5 Issue Price: 100 per cent. of the Aggregate Principal Amount

6 (i) Specified Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess

thereof

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 (ii) Calculation Amount: U.S.$1,000

7 (i) Closing Date: 16 September 2019

(ii) Interest Commencement Date: Closing Date

8 Issue Date 16 September 2019

9 Maturity Date: 16 September 2024

10 Interest Basis: 3.15 per cent. Fixed Rate

(further particulars specified below)

11 Redemption/Payment Basis: Redemption at par

12 Change of Interest or Redemption / Not Applicable

Payment Basis:

13 Status of the Notes Senior

14 Date of Board approval for issuance of 23 August 2019 and 1 August 2019, respectively
Notes and borrowing of Loan obtained:

15 Method of distribution: Syndicated

16 Financial Centres (in respect of Condition New York City

7.2 (Payment on Business Days)):

17 Specified Currency and Principal Amount

of Loan:
(i) Specified Currency: U.S.$
(ii) Principal Amount: U.S.$800,000,000

18 Put/Call Options: Call Option (further particulars specified below)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE UNDER THE LOAN

19 Fixed Rate Note Provisions: Applicable

(i) Rate of Interest: 3.15 per cent. per annum payable semi-annually in arrear in
equal instalments
(ii) Interest Payment Date(s): 16 March and 16 September in each year (not adjusted)
commencing on 16 March 2020
Business Centre(s): New York and Moscow
(iii) Fixed Coupon Amount: U.S.$15.75 per Calculation Amount
(iv) Broken Amount: Not Applicable
(v) Day Count Fraction: 30/360
(vi) Determination Date(s): Not Applicable

20 Floating Rate Note Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

21 Final Redemption Amount of each U.S.$1,000 per Calculation Amount

Note:

22 Early Redemption Amount(s) per U.S.$1,000

Calculation Amount payable if the Loan
should become repayable under the
Loan Agreement prior to the Maturity
Date:

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23 Call Option: Applicable

(i) Early Redemption Amount U.S.$1,000 per Calculation Amount plus accrued interest, if
any, to the Redemption Date
(ii) Make Whole Premium 50 basis points
(iii) Optional Redemption Date(s) As set out in Condition 6.4
(iv) Call Option Period As set out in Condition 6.4
(v) Treasury Publisher U.S. Federal Reserve
(vi) Reference Treasury UST 1.25% due August 2024
(vii) Business Centre New York
(viii) Financial Adviser Citigroup Global Markets Limited

24 Put Option: Not Applicable

DISTRIBUTION

25 (i) If syndicated, names of Managers: Citigroup Global Markets Limited

J.P. Morgan Securities plc
ING Bank N.V., London Branch
Sberbank CIB (UK) Limited
Société Générale
VTB Capital plc

(ii) Stabilising Manager: Citigroup Global Markets Limited

26 If non-syndicated, name of Dealer: Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

27 Form of Notes: Registered Notes

28 Payment Time: 10 a.m. (Relevant Time) one Business Day

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required to list and have admitted to trading on the Regulated Market of
the Irish Stock Exchange plc trading as Euronext Dublin the issue of Notes described herein pursuant to the
U.S.$4,500,000,000 Programme for the Issuance of Loan Participation Notes by Steel Capital S.A. for the sole
purpose of financing a Loan to PАО SEVERSTAL.
RESPONSIBILITY

The Issuer and Severstal accept responsibility for the information contained in these Final Terms.

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 Part B – Other Information
1 LISTING

(i) Listing: The Irish Stock Exchange plc trading as Euronext Dublin
(“Euronext Dublin”)

(ii) Admission to trading:
(iii) Estimate of total expenses related to
admission to trading:
Application has been made to Euronext Dublin for the Notes
to be admitted to the Official List (the “Official List”) and
trading on its regulated market (the “Regulated Market”)
with effect from 16 September 2019.
€1,000

2 RATINGS

Ratings: The Notes to be issued have been rated:

Moody’s Investors Service Ltd.: “Baa2”
Fitch Ratings Limited: “BBB”
Moody’s Investors Service Ltd. and Fitch Ratings Ltd are
established in the European Community and registered under
Regulation (EC) No 1060/2009.
A rating must be issued by a credit rating agency established
in the European Community and registered under the
Regulation (EC) No 1060/2009 (the “CRA Regulation”) unless
the rating is provided by a credit rating agency that operated in
the European Community before 7 June 2010 and which has
submitted an application for registration in accordance with the
CRA Regulation and such application for registration has not
been refused.

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER

Save as discussed in “Subscription and Sale”, so far as the Issuer is aware, no person involved in the offer of
the Notes has an interest material to the offer.

4 REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

Reasons of the offer: See “Use of Proceeds” in the Base

Prospectus

Estimated net proceeds: U.S.$796,000,000

5 YIELD

Indication of yield: 3.15 per cent.

The yield is calculated at the Closing Date on the basis of
the Issue Price. It is not an indication of future yield.

6 OPERATIONAL INFORMATION

Legal Entity Identifier (Issuer): 222100O3LN8LHUW6LJ83

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 Legal Entity Identifier (Borrower): 213800OKDPTV6K4ONO53
ISIN Code (Reg S Notes): XS2046736919
ISIN Code (Rule 144A Notes): US85805RAE80
Common Code (Reg S Notes): 204673691
Common Code (Rule 144A Notes): 204871531
Rule 144A CUSIP number: 85805RAE8
Any clearing system(s) other than Euroclear Not Applicable
Bank S.A./N.V. and Clearstream Banking
société anonyme or DTC and the relevant
identification number(s):
Delivery: Delivery against payment
Names and addresses of initial Paying Citibank, N.A., London Branch
Agent(s): Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB

Citibank, N.A.
388 Greenwich Street
New York
NY 10013
U.S.A.

Names and addresses of additional Paying Not Applicable

Agent(s) (if any):

7 THE LOAN

Terms of the Loan

(i) Principal Amount of the Loan: U.S.$800,000,000

(ii) Specified Currency: U.S.$

(iii) Put Settlement Date: Not Applicable

(iv) Repayment Date: 16 September 2024

(v) Early Redemption Amount: U.S.$1,000 per U.S.$1,000 of principal amount

(vi) Make Whole Premium: 50 basis points

(vii) Treasury Publisher U.S. Federal Reserve

Reference Treasury UST 1.25% due August 2024
Business Centre New York
Financial Adviser Citigroup Global Markets Limited
(viii) Put/Call Options: Call Option

Interest
Fixed Rate Loan Provisions Applicable

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 (i) Interest Commencement Date: 16 September 2019
(ii) Rate of Interest: 3.15 per cent. per annum payable semi-annually in arrear in
equal instalments
(iii) Interest Payment Date(s): 16 March and 16 September in each year (not adjusted)
commencing on 16 March 2020
(iv) Fixed Amount: U.S.$15.75 per U.S.$1,000 in principal amount
(v) Broken Amount: Not Applicable
(vi) Day Count Fraction: 30/360
(vii) Determination Date(s): Not Applicable
Floating Rate Loan Provisions: Not Applicable

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