MECHEL OAO [l] Preferred Shares (par value 10 Russian Rubles per Preferred Share) in the form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2010 • Mechel OAO • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Skyblock Limited, a company registered in Cyprus with registration number HE 216625 issued on December 19, 2007, whose registered office is located at Julia House, Themistokli Dervi 3, PC 1066, Nicosia, Cyprus (“Skyblock”), acknowledges that Morgan Stanley & Co. Incorporated and Renaissance Securities (Cyprus) Limited (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Mechel OAO, a joint stock company organized under the laws of the Russian Federation (the “Company”) and James C. Justice II, James C. Justice Companies Inc., James C. Justice III and Jillean L. Justice (collectively, the “Selling Shareholders”), providing for the public offering (the “Public Offering”) by the several Underwriters of [•] preferred shares (par value 10 Russian Rubles per preferred share) and not more than [•] additional shares of the Company’s preferred shares (par value 10 Russian Rubles per preferred share) in the form of American Depositary Shares (“
