Cognor - Tender Offer Memorandum

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Modified Dutch Auction Tender Offer for Senior Secured Notes due 2020 issued by Cognor International Finance plc
(the “Tender Offer” or “Offer”)

Modified Dutch Auction Tender Offer for Senior Secured Notes due 2020 issued by Cognor International Finance plc
(the “Tender Offer” or “Offer”) November 27, 2015 Huta Stali Jakościowych S.A., a company organized under the laws
of Poland (the “Offeror”) and a subsidiary of Cognor S.A., a company organized under the laws of Poland (the “Company”), hereby invites holders of the Notes (the “Noteholders”), subject to the offer restrictions to submit tenders to the Offeror to purchase their
Notes for cash (the “Purchase Offer Prices”) within a purchase price range between €480 to €600 per €1,000
nominal amount of Notes (the “Purchase Price Range”), subject to amendment by the offeror in its sole and
absolute discretion, on the terms and subject to the conditions contained in the tender offer memorandum
dated November 27, 2015 (the “Tender Offer Memorandum”) in accordance with the Tender Offer. As used in
the Tender Offer Memorandum (i) the “Lower Price Range ” means the purchase price range from and including
€480 to, but not including €540 per €1,000 nominal amount of Notes and (ii) the “Upper Price Range” means
the purchase price range from €540 to €600, in each case inclusive, per €1,000 nominal amount of Notes.
The Issuer is aware of and has raised no objection to the Offeror making the Offer.
The Offeror proposes to accept for purchase an aggregate nominal amount of the Notes such that the total
amount payable by the Offeror (including all amounts payable in respect of Accrued Interest (as defined below))
for all of the Notes accepted for purchase (if any) by it pursuant to the Tender Offer (the “Offer Consideration”) will be (i) not more than €10,000,000 (subject to rounding) if, based on the Purchase Offer Prices for Notes that will be tendered, the Clearing Purchase Price (as defined below) would be in the Lower Price Range, provided, that the total amount payable
by the Offeror at the Lower Price Range is at least €3,000,000, (ii) up to €5,000,000 (subject to rounding) if, based on the Purchase Offer Prices for Notes that will be tendered, the Clearing Purchase Price would be in the Upper Price Range and there would be less than €3,000,000 payable had the Clearing Purchase Price been in the Lower Price Range, or (iii) such lower amount
of up to €3,000,000 as has been tendered within the Purchase Price Range (the applicable total amount
payable the “Total Offer Funds Available”), where all of (i), (ii) and (iii) are subject to the terms set forth below.
 
Senior Secured Notes due 2020 (the “Notes”) Regulation S Notes Common Code: 100521008 ISIN Number: XS1005210080
Rule 144A Notes Common Code: 100521113 ISIN Number: XS1005211138
of Cognor International Finance plc, a company incorporated under the laws of England and Wales Aggregate principal amount of Notes outstanding as of the date hereof: €100,348,109
Expiration Date: 10.00 a.m., London time, on December 24, 2015

Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the
indenture governing the Notes or in the Tender Offer Memorandum. The Tender Offer will be made solely by, and
subject to terms and conditions set forth in, the Tender Offer Memorandum, copies of which are available to holders
directly from the Tender Agent, subject to the offer and distribution restrictions set out in the Tender Offer Memorandum
Subject to a minimum tender of €40,000 in principal amount of Notes per holder, the amount in cash in euro to be paid
for each €1,000 principal amount of the Notes accepted for purchase pursuant to each Offer will be determined by the
Offeror in its sole and absolute discretion in accordance with the modified Dutch auction procedures described in the
Tender Offer Memorandum and subject to the Clearing Purchase Price. The Offeror will determine (in its sole and
absolute discretion) a purchase price (the “Clearing Purchase Price”) for the Notes (including accrued and unpaid
interest thereof up to but not including the Payment Date (“Accrued Interest”)) within the Purchase Price Range that
will allow the Offeror to purchase up to the applicable Total Offer Funds Available at the Clearing Purchase Price
(subject to rounding and pro ration) or such lesser amount of Notes as are validly tendered and not properly withdrawn.
The Offer is not conditioned on any minimum number of Notes being tendered. If the aggregate principal amount of
Notes validly tendered is such that no Clearing Purchase Price within the Purchase Price Range allows the Offeror to
spend at least the Total Offer Funds Available, all Notes tendered will be accepted and the highest Offer Price selected
by a tendering Holder will be paid to all tendering Holders.
In the event that the principal amount of Notes validly tendered on or prior to the Expiration Date at or below the
Clearing Purchase Price exceeds the Offer Consideration, then, in accordance with the terms and subject to the
conditions of the Offer, the Offeror will accept for purchase first, all Notes validly tendered and not withdrawn below
Clearing Purchase Price and, thereafter, Notes validly tendered and not withdrawn at the Clearing Purchase Price on a
pro rata basis from among such tendered Notes (with appropriate adjustments to avoid purchases of Notes in a
principal amount other than an integral multiple of €40,000 and a minimum retention by such Noteholder of €40,000 if
less than all of such Notes are accepted in the Tender Offer).