EVRAZ

Board Remuneration

The Company’s remuneration policy in respect of the Board of Directors is based on the following principles: the Chairman of the Remuneration Committee proposes the level of fees at a meeting of the Committee and, subject to approval, the proposal is put forward for the Board to consider. Subject to Board approval the proposed fees are put to shareholders at the AGM for final approval. Apart from an increase in the fee for the chairmanship of the audit committee, there has been no revision of fees since 2005.

Independent directors serve on the Board pursuant to agreements. These agreements have a one-year term and provide for identical levels of remuneration and the reimbursement of certain expenses.

A director’s remuneration consists of an annual salary of US$150,000 and a payment for committee membership (US$24,000) or chairmanship (US$100,000 in respect of the audit committee chairmanship or US$50,000 for chairmanship of other committees). The fees payable for the chairmanship of a committee exclude the right to claim the membership fee, and any director elected chairman of more than one committee is only entitled to receive fees in respect of one chairmanship.

Mr Arshba, as a member of the Russian Parliament, is not entitled to any remuneration.

Mr Alexander Frolov as the Chief Executive Officer and Member of the Board of Directors is entitled to the following remuneration: 1) the director’s fee as stated above plus any applicable fees for participation in the work of the Board committees; 2) a performance-related bonus subject to the discretion of the Remuneration Committee of the Company and approval by the Board of Directors of the Company. The bonus is subject to the achievement of a performance condition based on the target value figures set out by the Board of Directors. The CEO of EVRAZ Group is not granted any specific non-material remuneration.

In 2010, the Board of Directors’ remuneration in relation to performing the Board of Directors responsibilities approximated US$2 million.

‘Directors’ are defined as members of the Board of Directors of EVRAZ Group S.A. listed in the Board of Directors  section of the Group’s web-site.

Senior Management Remuneration

The remuneration of EVRAZ Group’s senior management consists of:

• a fixed base salary according to the unified scale, with grades defined for all job categories;
• a variable performance-based bonus

Annual management bonuses are based on Key Performance Indicators and targets which are defined at the beginning of each year. Some of these targets and indicators may be linked to a measure of team or corporate performance, as well as individual performance, depending upon the employee’s position. Targets are reviewed by a senior management committee to ensure equity and alignment with corporate objectives. Exceptional performance against goals can result in the actual bonus exceeding 100% of the target bonus. Unsatisfactory performance in relation to any particular goal can result in no bonus being paid in respect of that goal. Bonuses are calculated and paid each calendar year following finalisation of the previous year’s financial statements depending on the Company's annual results.

Total remuneration paid to the Senior Management consisted of the following:

‘Senior Management’ is defined as the Chief Executive Officer and certain Vice Presidents of the Group listed in the Management section of the Group’s web-site.