Overarching Deal Terms. Share Sale & Framework Deed ("the SS&FD") The SS&FD sets out the overarching terms of the Transaction. The parties to the SS&FD are OneSteel, Smorgon Steel and BlueScope Steel. The key terms of the SS&FD are as follows. • OneSteel will acquire BlueScope Steel's 19.98% stake in Smorgon Steel for a cash price equivalent to the value payable to Smorgon Steel shareholders under the Scheme • BlueScope Steel promises to both OneSteel and Smorgon Steel that it will vote all of the shares that it holds in Smorgon Steel in favour of the Scheme • Each party promises to the other parties (as applicable) to implement the following contractual arrangements: the sale of Smorgon Steel Distribution to BlueScope Steel; the sale of the shares held by BlueScope Steel in Smorgon Steel to OneSteel; the arrangements in respect of the procurement and re-supply of scrap metal; and the Scheme. • The obligations to complete the various transactions referred to above are interdependent. • Completion is expected to take place on the date on which the Court approves the Scheme. • There is a standstill arrangement in respect of dealings in securities in each other party. • Each party has the right to terminate the SS&FD if certain conditions precedent to the Merger Implementation Agreement (as described more fully below) are not satisfied by 31 August 2007. The conditions precedent include: ACCC approval, shareholder approval and Court approval. However, once the Court makes an order approving the Scheme, the parties will be unable to terminate the SS&FD.
