MECHEL OAO 32,000,000 Preferred Shares (par value 10 Russian Rubles per Preferred Share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2011 • 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, Renaissance Securities (Cyprus) Limited and VTB Capital Plc (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 32,000,000 preferred shares (par value 10 Russian Rubles per preferred share). The common (par value 10 Russian Rubles per common share) and preferred shares (par value 10 Russian Rubles per preferred share) of the Company
