GENERAL MEETING OF AFFECTED PERSONS: EVRAZ HIGHVELD STEEL AND VANADIUM LIMITED Date: 20 June 2017.

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Presentation transcript:

GENERAL MEETING OF AFFECTED PERSONS: EVRAZ HIGHVELD STEEL AND VANADIUM LIMITED Date: 20 June 2017

Disclaimer The details contained in this presentation are limited in nature, solely for the attention of affected persons of Evraz Highveld Steel and Vanadium Limited (“Highveld” or “the company”) and do not purport to contain all of the information relating to the various headings set out in this presentation. Save where expressly otherwise stated, the joint Business Rescue Practitioners (“BRPs”) have assumed and relied upon the accuracy and completeness of all information on which this presentation is based and have also assumed that any financial information reproduced herein and/or provided by their sources is complete, accurate, not misleading and based on reasonable assumptions. However, neither the BRPs nor any other person is making any warranty or representation, express or implied, as to the accuracy or completeness of the information contained herein, or as to the reasonableness of the assumptions on which any of the same is based. This presentation also contains forward-looking information and statements. These may include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations and statements regarding future realisations. Such information is and statements are subject to various risks and uncertainties, many of which are difficult to predict, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information or statements. The figures used in this presentation are estimates only and are subject to change. Affected persons are referred to the risks detailed in this presentation and the business rescue plan indicating the various factors which could potentially affect the figures set out in this presentation.

Disclaimer CONT. Save to the extent expressly confirmed in writing by the BRPs, this presentation should not be relied upon as financial and legal advice recommending any particular course of action. Furthermore, this presentation shall not be considered as legal, tax, accounting or similar specialist advice by the BRPs or any other person. Further, notwithstanding any other term of this disclaimer and to the maximum extent permissible under applicable law, each of the BRPs and their advisors expressly disclaim any and all liability for the contents of, or for omissions from, this document or any written or oral communication transmitted or made to any person in connection with this presentation. In furnishing this presentation, the BRPs do not undertake any obligation to provide access to any additional information or to update this presentation or any additional information or to correct any inaccuracies in any such information which may become apparent. The views expressed herein are subject to change. The business and financial position is subject to change which may not be reflected herein. This presentation should only be construed in light of the presentation to which it relates.

contents Welcome Wind-Down Plan Progress to date Sustainable Income Streams General Creditors’ Claims Questions Conclusion

Welcome

Wind-down plan

OVERVIEW During the wind down process, the assets have been divided into the following asset classes: Asset Class Description Asset Class 1 Scrap Sales Assets which can be converted to cash in a short space of time. Examples: Copper, Scrap Steel, Refractories, Used Oil, etc. Asset Class 2 Non Strategic Assets Assets which can be sold as movable and operational assets. Examples: Pumps, Valves, Motors, Mud Guns, Cables, Vehicles, etc. Items are catalogued and sold through the “Highveld Stores”. This ensures a constant flow of cash from non complex sales. Asset Class 3 Strategic Assets Sold as going concern. Timing based on level of interest received. Target values have been assigned to each strategic asset.

Asset class 3 - STRATEGIC ASSETS Deals concluded: Fe/Ti/V, Titanium & Lime Resource - Total consideration R683.5 million Payments received R43 million payment received Balance payable over various periods of 2 to 10 years. Offers Received in negotiation Plate Mill Opportunities currently being negotiated: Balance of Titanium Rich Resource Iron Plant 1, Iron Plant 2and Steel Plant Various leases Interested Parties Highveld and the BRPs have engaged with 250 interested parties regarding various assets. Creditors who wish to participate in any future tenders should register their interest with evrazhighveld@matusonassociates.co.za

Asset class 3 - STRATEGIC ASSETS - Structural mill The contract manufacturing agreement between the Company and ArcelorMittal South Africa Limited was concluded during December 2016. The refurbishment of the Structural Mill has been completed. The Structural Mill has commenced production, according to the contract manufacturing agreement

Progress to date

Cash flow Receipts March 2016 to May 2017 (R‘000) YTD Budget Actual YTD Variance Receipts Wind down sales 313 546 138 633 -174 913 Stores and Consumables 10 000 31 382 21 382 Utilities 24 158 27 103 2 945 Receivables - Steel Local 5 527 10 579 5 053 VAT - receivable / (payable) -1 587 340 1 928 Other (Other Deposits, Sundry Debtors, Interest) 8 328 29 497 21 169 Total cash inflow 359 972 237 534 -122 438 1 2 3 Comments Wind down sales are below budget due the sale of the Structural Mill originally budgeted for in November 2016. Stores, utilities and recoveries for outstanding amounts on local steel ahead of budget Other - Interest, rental income, SETA payments, ill health benefit refunds which we previously paid, utility cost recoveries, diesel sales and the sale of gas.

Cash flow Payments March 2016 to Jan 2017 YTD Budget Actual YTD Variance Payments 233 357 185 196 48 160 Admin (IT, security, cell phone and other) 18 891 21 862 -2 971 Environmental 3 069 1 344 1 725 Interest 29 806 20 500 9 306 Insurance & Other 8 288 7 741 547 Professional fees 16 622 12 044 4 578 Staff cost 88 430 68 366 20 064 Energy 26 200 16 944 9 256 Operational costs 42 051 36 396 5 656 Dividend Payments 34 513 58 245 -23 733 Post Commencement Creditors 6 193 9 673 -3 479 Employees 28 320 48 573 -20 253 Total Payments 267 870 243 442 24 428 1 2 3 Comments Interest payments on the IDC loan commenced in August 2016. Significant cost savings achieved through active management of energy costs Employees have received R49m of their retrenchment packages.

Potential dividend Wind down plan Revised Value Difference Item Total   Wind down plan Revised Value Difference Item Total  Total Total Receipts 1 134 403 539 1 243 850 075 109 446 536 Total Receipts incl VAT 1 293 220 035 1 417 989 086 124 769 051 Income tax/VAT (paid)/VAT received -123 068 565 Payments to employees -333 746 063 Highveld (Holding Cost) -412 415 178 -396 624 283 15 790 895 Repayment of short term borrowings -157 000 000 Payments to suppliers -43 396 882 223 593 345 364 153 292 140 559 947 Potential Dividend 0.10 0.15 0.05 Disclaimer: Please note this dividend forecast is an estimate and is subject to the realisation of the assets, the quantum and timing thereof as well as the risks detailed in the business rescue plan.

Sustainable income streams

Sustainable income streams Highveld offers a range of workshops and warehouses for rent, to be utilised for various and diverse purposes such as steel fabrication, chrome and lime beneficiation, storage, maintenance and repairs or heavy machinery operations. Ancillary services offered include potable water, electricity, internet, a canteen, refuse disposal, ample parking, change rooms, a clinic as well as A-grade security. The site has large scale logistical infrastructure with rail sidings, weighbridges, and internal roads and storage facilitating efficient logistics in support of the warehouse function. The Highveld Industrial Park complex is conveniently situated within the South African railway network, providing tenants with rail network access. There are furnished head offices and flexi-office space available for rent, which can also be utilised for administrative functions or training.

The Industrial Park Concept AFROX Air Liquide Rail Siding Plate Mill Iron Plant 2 Property Rentals Structural Mill Rotary Kilns

Utilities Rail Rental Gas Supply Multiple Revenue Sources Sustainable Revenue Utilities Rail Rental Gas Supply Asset Underpin

Highveld Industrial Park – Secured Tenants

General

General – safeguarding of assets Security Priority of security has and will continue during the wind down process. Physical security Access controls Asset protection Maintenance of security technology Security costs incurred since wind down amounts to R14m to date There have been several incidents of community unrest which have required significant engagement with the appropriate forums. Care and Maintenance A schedule of critical maintenance has been prepared on key strategic assets. Adherence to this plan is monitored to ensure compliance. Environmental An environmental trust fund has been established. Significant progress has been made with the regulatory authorities regarding the environmental rehabilitation plan.

General Legal Air Liquide – No changes Mastercroft / Evraz – No changes SARS – Settlement offer withdrawn / Formal proceedings to continue

Creditors’ claims

Waterfall of payment As per section 135 of the Companies Act and paragraph 28 of the Plan, creditors are paid in the following order of priority: Business Rescue Costs, including but not limited to: Legal costs, the costs of the Advisors and other costs associated with the business rescue and other professional fees; Holding costs; and Post-commencement creditors. Employees. Secured PCF Creditors. Unsecured PCF Creditors. Concurrent Creditors. A buffer to cater for expenses will be retained, but all surplus cash will be distributed as and when received in terms of the waterfall.

Creditors’ claims SARS SARS’ claim remains at R689m, but claim has been disputed. The BRPs are currently engaging with SARS in order to resolve their claim. As this has a material impact on all concurrent creditors, the BRPs will endeavour to keep affected persons informed. Disclaimer: Please note that this excludes any potential damages claim by Air Liquide. Total Claims Received: # of Claims Value of Claims Accepted Claim Value Total Claims Received 542 2 365 944 294 1 240 664 318 Total Claims Accepted 502 1 294 579 072 Total Claims Rejected / Disputed 13 797 158 015 - Claims to be Adjudicated 27 274 207 207 Post Commencement Claims PCS Amount Payment Balance due Creditors 39 190 466 8 494 828 30 695 639 Employee 329 889 417 48 572 654 281 316 763

Creditors’ claims Liens The BRPs and Management continue to have site visits with various creditors who hold assets owned by Highveld to discuss the way forward in regard to these assets. Letters have been prepared and sent to the respective creditors informing them of the process as well as whether or not these assets will be “scrapped” (scrap value or market value), returned to Highveld on payment or be held at the creditors’ premises until further notice. The BRPs continue to follow up with these creditors in order to finalise this process. Total Claims Received: # of Claims Value of Claims Accepted Claim Value Total Liens Claims 34 119 012 615 63 179 481 Total Claims Accepted 21 72 046 448 Claims to be Adjudicated 13 47 862 336

Employees All staff were retrenched during February 2016. The total retrenchment liability totalled R329 million. To date, a total of approximately R49 million has been paid out to employees. Amount owed to employees PCS Amount Payment Balance due Employee 329 889 417 48 572 654 281 316 763

questions

conclusion

conclusion Wind-down is proceeding according to plan. Functional specifications / Prospectuses are available on the Highveld Website (www.evrazhighveld.co.za). Offers currently being evaluated for: Sale of balance of Titanium containing slag; Sale of Iron Plant 2; and Lease of Rail infrastructure. Sale of Plate Mill Sale or lease of Iron Plant 1 and Kilns. Various leases in Industrial Park Schedule of non-strategic assets updated daily. Next meeting is likely to be held in October 2017.