SCM GROUP PUBLIC REPORT 2011

SCM GROUP PUBLIC REPORT 2011
CREATING SUSTAINABLE VALUE

CONTENTS
2011 Financial Results 3
CEO statement 4
SCM Group
events calendar 2011 5
SCM Group's activities
in the debt capital markets 8
SCM Group corporate
information 11
SCM Group's history 11
Corporate culture: mission, vision,
values 13
SCM Company management 14
Corporate governance 20
SCM Group corporate structure 21
SCM Group corporate
transformation program 2011 22
SCM Group's assets structure 2011 24
SCM Group's business 27
Mining and metals. Metinvest 27
Energy. DTEK 34
Financial services. Banking and
insurance 40
Heavy Engineering.
Ukrainian Machine Building
Holding 43
2
Port business. Portinvest 45
Agriculture. HarvEast Holding 46
Media. Ukraine Media Group,
Segodnya Multimedia Publishing,
and Dnepropetrovsk Television
Service 47
Real estate. ESTA Group 50
Clay mining. United Minerals
Group 52
Retail trade. Ukrainian Retail 54
Petroleum products retailing.
Parallel 55
Pharmaceuticals.
Ukrainian Pharmacy Holding 56
Telecommunications. Vega 57
SCM Sport.
FC Shakhtar and Donbass Arena 58
Associated companies 59
Sustainable development 61
Key post-reporting period
events 2012 69
Contacts 72

2011 Financial Results
Assets
$ m
Sales
volume
$ m
Net
profit
(loss)
$ m
EBITDA
$ m
3
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
28 22 675 466 +25.54
2010 2011
12 819
19 542
2010 2011
2 258
850 2010 2011
3 376
4 934
2010 2011
DYNAMICS, %
+52.45
+165.65
+46.15
Introduction

CEO statement
Dear Colleagues and Partners,
The past year was very important from the standpoint of SCM
Group's development. In 2011, we conducted in-depth
analysis of our business, goals, and philosophy. The need
for this analysis emerged following the financial results we
achieved during the reporting year. SCM Group's combined
assets amounted to $28bn in 2011, while our combined
revenue exceeded $19bn. We have grown substantially, and
with that growth, our influence on Ukraine’s economy and
society has become even more prominent.
We are fully cognizant of the need to consider the multiple
interests of a variety of stakeholders, besides our shareholders
and business partners, in our daily work and strategic
decision-making. Primarily, those are the interests of our
250,000 employees, as well as the interests of about 10m
people who live in the regions where we are present.
It is also important for us to consider the interests of our
clients and counterparties, since we constantly cooperate
with thousands of organizations and entities. Let us not forget
about the army of FC Shakhtar fans, the large audience
of Ukraine Television Channel, as well as hundreds of thousands
of individual clients of First Ukrainian International
Bank, Parallel, Brusnychka, and our pharmacies, as well.
Last, but not the least, important stakeholders for us are
the local businesses – hundreds of thousands of enterprises
and entrepreneurs, on whose performance Ukraine's GDP
growth and future wellbeing depends.
I am convinced that our mission – Success Together – is as
current today as never before, as are our strategic goals. As
an effective business, we strive to win the world championships
in the lowest prime cost of production, quality and
sales; as an employer – the world championship in the level
of compensation; and as a corporate citizen, we strive to
make the towns where our enterprises operate as comfortable
for living as possible. We also constantly invest in the
upgrading and development of our enterprises, which allows
us to create new jobs, win new clients, and increase our tax
payments.
Improving the economic and the social infrastructure, as well as
the business environment in the regions of our presence, is our
clear focus. We contribute to this improvement by introducing
clear and transparent tender procedures, which stimulate our
suppliers and subcontractors to invest in their development.
4
We certainly create opportunities for professional and career
growth – in SCM Group’s companies, as well as at the regional
and national level.
I’d like to emphasize once more that society’s expectations
of big business’ responsibility has always been high. This is
why, in 2011, SCM Group decided to unite our social projects
under the national Social Partnership Program, involving not
only our companies and enterprises, but also the local authorities
and the citizens in the regions of our presence. The
program is intended to run during 2012–2014, with a total
investment of $60m.
Finally, I would like to express my gratitude to every member
of our large team of hundreds of thousands of professionals
for their dedication and loyalty.
Oleg Popov
CEO, SCM Company

12 January DTEK signed a 49 year lease for
Dobropolyeugol, a state-owned mining
enterprise
21 January DTEK joined the Declaration of responsible
business partnership, initiated by the CSR
Development Center
25 January SCM participated in the annual meeting
of the World Economic Forum in Davos for
the fifth consecutive year. SCM is a strategic
partner of the Forum
28 January SCM joined the new UN initiative – Global
Compact LEAD
4 February Service-Invest (DTEK) completed
the reconstruction of the five substations
and put the new high-voltage transmission
line into operation
11 February ESTA Holding created a new department to
manage the hotel business development
2 March Stolichny TSUM LLC (ESTA Group)
completed the purchase of Kievsky TSUM
Trading House LLC and M-Service LLC
10 March SCM and Smart Group jointly created
HarvEast agricultural holding
11 March SCM completed the purchase of 100%
share in Renaissance Capital Bank
(Renaissance Credit TM)
18 March 14 DTEK's enterprises completed
the certification of its enterprises'
environmental management systems to
comply with ISO 14001:2004 standard
23 March DTEK completed the certification
of the occupational safety management
systems at its enrichment, distribution, and
service enterprises to comply with OHSAS
18001:2007 standard
SCM Group
events calendar 2011
5
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
30 March SCM participated in the Ukrainian Summit,
organized by The Economist, as partner
1 April DTEK Power Trade began the delivery
of electric power to Moldova
5 April Makeyevka Steel Plant changed its status
to the branch of Yenakiyevo Steel Plant
(Metinvest)
14 April At System Capital Management’s General
Shareholders Meeting a decision was made
to retain the company profit for 2010 for
business development
27 April DTEK expanded its social partnership
programs to include Lvov, Burshtyn, and
Dobrotvor
29 April Parallel opened the new gas station complex
in Donetsk
12 May Donbass Television Channel (Ukraine Media
Group) launched the satellite broadcasting
13 May SCM presented IV annual Ukrainian
National Higher Educational Institutions
Rating, Compass, prepared jointly with Kiev
International Sociology Institute
6 May DTEK Holdings B.V. increased the number
of independent directors on its Supervisory
Board – from one to three
16 May SCM Group’s transportation assets were
consolidated under Portinvest, a new
sectoral holding
19 May Segodnya Crimea, a local issue of Segodnya
Newspaper, came out
25 May Metinvest closed down all open hearth
furnaces at Azovstal Steel Plant
26 May DTEK introduced the new concept
of development strategy till 2030
Introduction

1 June SCM, jointly with BEST Analytical Center,
presented the Ukrainian Energy Rating,
which rated the energy efficiency
of Ukraine's Oblasts
1 June Parallel opened two gas station complexes
in Donetsk and Gorlovka
1 June Metinvest opened a new service center
in Mariupol
6 June DTEK created DTEK Neftegaz, a subsidiary
company, to develop projects in oil and gas
industry, on the continent and offshore
20 June Metinvest signed a long-term contract with
Air Liquide (France) to supply industrial
gases to Yenakiyevo Steel Plant
23 June Ukraine Television Channel joined the group
of founders of the Industrial Television
Committee, a Ukrainian television industry
association
29 June The integration of Ilyich Steel Plant
in Mariupol into Metinvest Group was
completed
13 July Metinvest jointly with other investors
purchased a 50% share in the metals
business of Industrial Group, which
manages Zaporozhstal
15 July Metinvest commissioned the new mine
– Affinity mine of United Coal Company
(USA)
16 July The operational integration of the First
Ukrainian International Bank and
Dongorbank was completed
25 July DTEK, Kiev City State Administration,
and USAID signed the Memorandum
of Cooperation under the Municipal Heating
Reform Project, to improve the infrastructure
and the energy efficiency of the Kiev city
heat supply system
6
8 August Metinvest opened a service center and
a sales office in Saratov (Russian Federation)
15 August SCM transferred the strategic management
rights to Krivoy Rog Mining Equipment to
Ukrainian Machine Building Holding
29 August Ukrainian Machine Building Holding won
the tender for supplying equipment to
the Moscow subway
1 September Segodnya Western Ukraine, a local issue
of Segodnya Newspaper, came out
5 September Ukrainian Machine Building Holding created
a service company
13 October ESTA Holding transferred the management
rights to Kiev Hotel (Donetsk) to The
Rezidor Hotel Group
13 October Metinvest was awarded one of the four
awards of the World Steel Association for
the best industrial production occupational
safety project
17 October DTEK Power Trade renewed the export
145–200 MW of electricity to Poland
20 October Metinvest organized an international
conference, dedicated to the matters
of occupational safety
31 October Parallel opened 7 gas station complexes
in Lugansk Oblast during the month
of October
4 November Parallel opened 4 gas station complexes
in Lugansk Oblast and in Mariupol (Donetsk
Oblast)
1 December DTEK and the Ministry of Energy and
Coal Industry of Ukraine signed 49
year concession agreements to invest
in Rovenkyanthracite and Sverdlovanthracite
state-owned companies

5 December Metinvest opened a new service center
in Lvov
6 December Metinvest commissioned a modern blast
furnace complex #3 at Yenakiyevo Steel
Plant
6 December Segodnya Multimedia press-studio began
its operations
9 December DTEK won the tender of the State Property
Fund of Ukraine for the sale of 25% stake
in Kievenergo
15 December ESTA Holding purchased a 50% share in the
second line of Leonardo Business Center
(Kiev)
22 December First Ukrainian International Bank increased
its statutory capital by $97m – to $429m
22 December DTEK Power Trade and Vostokenergo
(DTEK) signed an agreement with stateowned
NEK Ukrenergo, securing access
to the inter-state electric power export
networks for 2012
22 December Metinvest commissioned the second
launching platform for magnetic floatation
beneficiation of iron ore concentrate at
InGOK
28 December DTEK Power Trade signed contracts with
EDF Trading (France) и CEZ Group (Czech
Republic) to supply electricity to Hungary,
Poland, Slovakia, and Romania
28 December Ukrainian Machine Building Holding won
the tender for the sale of 94.9% share
in Gorlovka Heavy Engineering Plant
7
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Introduction

SCM Group's activities
in the debt capital markets
January
SCM paid the final installment on its $545m syndicated loan.
The syndicated four-year loan was granted to SCM in March
2007. The loan was arranged by BNP Paribas (Suisse) SA,
Bayerische Hypo- und Vereinsbank AG (UniСredit Group),
NATIXIS, Raiffeisen Zentralbank Osterreich AG, and Standard
Bank plc.
February
Metinvest placed a $750m, seven-year Eurobond with
a yield of 8.75%, due on February 14, 2018. The funding
will be used for its capital investment program and other corporate
purposes. The Eurobond was underwritten by Credit
Suisse Securities (Europe) Limited, Deutsche Bank AG (London
Branch), ING Bank N.V. (London Branch), The Royal
Bank of Scotland plc, Sberbank of Russia, and VTB Capital
plc.
Metinvest was granted a $75m pre-export loan facility, with
repayment due in 2013, from Rabobank. The funding will
be used for further upgrading of its production facilities and
other corporate purposes.
Ukrainian Machine Building Holding signed an agreement
with Sberbank of Russia for a $40m credit line. The funding
will be used to implement investment programs, develop
the company's production facilities, and to replenish working
capital due to the growth of sales volume and the development
of the distribution network.
Azovstal Steel Plant (Metinvest) repaid its $175m Eurobond
with a yield of 9.125%, which matured in February 2011.
The Eurobond was underwritten by ING Bank N.V. и Moscow
Narodny Bank Limited.
8
March
Metinvest signed an agreement with Sberbank of Russia to
open a $175m, 3-year stand-by credit line. The funding will
be used for the capital investment program and other corporate
purposes.
Khartsyzsk Pipe Plant (Metinvest) repaid the $39.5m loan
facility in advance. The loan was granted by VTB Bank.
April
Metinvest B.V. (Netherlands), Metinvest Group’s holding
company, signed a $100m, 3-year pre-export line of credit
with UniCredit bank. The funding will be used for the working
capital replenishment, as well as for the implementation
of the long-term strategic investment projects.
July
HarvEast Holding signed a $25.1m, 10-month loan facility
with Prominvestbank. The funding will be used for the replenishment
of the company's working capital.
August
ASKA Insurance Company repaid the $0.125m line of credit
granted by Finance and Credit Bank.

September
DTEK signed a $150m, 3-yearm multi-currency line of credit
with ING Bank Ukraine. The funding will be used for business
development purposes.
October
Erste Group Bank AG increased DTEK's limit from the $64.5m
(€50m), 3-year credit line to $129m (€100m).
DTEK was granted a $312m (10bn RUR), 5-year loan by
Russian Commercial Bank (Cyprus), VTB Group.
DTEK signed a $500m (15 713.5m RUR), 5-year line
of credit with Sberbank of Russia. The funding will be used
for the working capital replenishment, the financing of capital
expenditures, as well as for purchasing the new assets.
November
Metinvest B.V. secured a $1bn, 5-year loan facility at LIBOR
+3%. Most of the funding will be used to re-finance the previously
received pre-export loans on more favorable terms.
The remaining funding will be used for the working capital
replenishment, the implementation of investment programs,
and other general corporate purposes. The loan facility was
arranged by Deutsche Bank AG, BNP Paribas, Erste Group
Bank AG, Rabobank International, The Bank of Tokyo-Mitsubishi
UFJ Ltd, Barclays Bank plc, Raiffeisen Bank International
AG, and Credit Suisse AG.
9
December
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
HarvEast Holding signed a $13.8m, 12-month line of credit
with Prominvestbank. The funding will be used for the working
capital replenishment and for the necessary production
purchases for the spring sowing campaign.
DTEK signed the $260m, 3-year lines of credit with Uni-
Credit Group. The funding will be used for general corporate
purposes, including the working capital replenishment and
the financing of capital expenditures.
Introduction

SCM Group
corporate
information
SCM Group's history
11
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
System Capital Management (SCM) was
founded by Rinat Akhmetov (100% owner)
in 2000 in Donetsk, Ukraine. Its main purpose
is to be a strategic investor in key segments
of the Ukrainian economy. These are, primarily,
mining, metals, and energy. Since its foundation,
SCM has been developing its business, based
on the industrial assets it owns and making
large-scale investments, both in Ukraine and
internationally. SCM is constantly seeking to
expand its business by gaining presence in other
dynamic sectors of economy including: banking,
insurance, telecommunications, real estate,
media, clay mining, heavy engineering, retail
trade, agriculture, transportation, and others.
SCM SCM Group corporate information

2000–2002
GROWING THE PORTFOLIO
SCM expands its investment portfolio. It is during this period
that the company acquires its first assets in mining, metals,
and energy, and begins introducing a single standard
of management across the Group.
2002–2004
INVESTING: ORGANIC GROWTH
AND M&A
During this period, the main focus is on establishing international
standards of business management at all of the company’s
key assets. Meanwhile, enterprises are modernized and
production indicators are raised, where possible, using experience
and know-how, accumulated by SCM professionals. The
company begins to implement its long-term growth strategy
and to increase the effectiveness of its business. This means
building vertically-integrated industrial businesses and forming
a team of world-class managers capable of running them.
2004–2006
DIVERSIFICATION,
GROWTH,
RESTRUCTURING, AND
TRANSPARENCY
During this period, SCM begins actively implementing its
corporate transformation program, aimed at increasing
the effectiveness of the Group’s corporate structure and
corporate governance. The first steps within the program’s
framework are forming Metinvest and DTEK holdings to exercise
strategic and operational management of the Group’s
assets in metals, mining, and energy, respectively. During
this period, SCM also actively invests in the new areas: media,
real estate, and telecommunications. SCM also grows its
presence in its main business areas: mining, metals, energy,
and financial sector. The company institutes the preparation
of consolidated financial statements in accordance with International
Financial Reporting Standards (IFRS).
12
2007–2008
STABILITY
SCM group develops a distinct business development strategy.
Business expansion is based on organic growth, as well
as on new acquisitions in strategically important segments
of the economy and industry (mining and metals, energy, financial
sector, telecommunications, real estate, retailing, and
others). Simultaneously, SCM begins exiting from sectors,
presence in which does not comply with the approved business
development strategy. During this period the Group also
accumulates the necessary financial reserves to ensure business
stability during volatile economic periods. At the foundation
of this stability are balanced approach to doing business,
effective and efficient decision-making, conservative
approach to borrowing, clear priority setting, and, undoubtedly,
the team of talented professionals.
2009–Present time.
LOOKING TO THE FUTURE.
GROWTH
By the 10th year of operations SCM becomes Ukraine’s largest
private national investor. The Group’s share in the country’s
GDP amounts to 7%, while its enterprises employ approximately
244,000 people. SCM’s geography of presence
includes Ukraine, Russia, Switzerland, Italy, Bulgaria, United
Kingdom, and the USA. The Group’s approach to doing business
remains unchanged: long-term investment in businesses
with high growth and ROI potential. The main goal also
remains constant – to become not only Ukraine’s leading financial
and industrial group, but also a truly competitive and
successful global business.

THE SCM MISSION:
SUCCESS, TOGETHER
We invest in the continuous growth and
effectiveness of our business, and through this
support the economic and social development
of society as a whole.
THE SCM VISION:
CREATING THROUGH
DEVELOPMENT
We build effective businesses and manage
them according to the best world standards
and practices, ensuring long-term returns
on our investment and participation in the
development of the regions in which we are
present.
Corporate culture:
mission, vision, values
13
OUR VALUES:
EFFECTIVENESS,
PROFESSIONALISM,
ACCOUNTABILITY
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Effectiveness
as a means to achieve the best results
in everything we do. For us, effectiveness is:
• reaching the goals we set;
• applying contemporary technologies and
approaches to doing business;
• constantly improving the processes and
methods of doing business;
• rational allocation and use of resources;
• seeking new opportunities;
• preparedness for change.
Professionalism
in doing business, including investing
in people and stimulating innovation and
enthusiasm towards work. For us, there is
particular importance in:
• meeting the highest standards;
• stimulating initiative and innovation;
• investing in professional development and
loyalty of employees;
• attracting and retaining highly qualified
personnel;
• evaluating achievements fairly.
Accountability
to our employees, our partners, our
communities, and society as a whole.
SCM Group corporate information

SCM Company management
OLEG POPOV
GENERAL DIRECTOR
CEO of SCM since January 2006.
2001–2006 – Executive Director of SCM.
2000 – Joined SCM as Deputy to the CEO.
1992–2000 – Worked in various government offices.
Chairman of the Board of FC Shakhtar.
Represents SCM interests on the Supervisory Boards of Metinvest,
DTEK, banks, and Ukraine Media Group.
Areas of responsibility: taking and approval of the key financial,
investment, and personnel decisions, both directly at
SCM and in the Group’s assets, as well as evaluating the performance
of top management of these assets.
EDUCATION:
Graduated from Donetsk State University in 1996.
Graduated from Donetsk Polytechnical Institute in 1991.
14
MARGARITA POVAZHNAYA
FINANCIAL DIRECTOR
SCM’s Financial Director since September 2009.
July 2008–September 2009 – Deputy Financial Director
of SCM.
2003 – Joined SCM as Chief Accountant.
Prior to joining SCM, Ms. Povazhnaya worked as Chief Accountant
in various large Ukrainian companies (Scandic
South, Artemovsk Champagne Winery, etc.).
Member of Metinvest and DTEK Audit Committees.
Areas of responsibility: organizing tax and financial audit
of SCM Company and SCM Group’s foreign assets, budgeting
and cash flow planning for SCM Group.
EDUCATION:
Graduated from Donetsk State University of Management
with a postgraduate degree in 2008.
Other credentials include: Ph.D. in Public Administration, International
Financial Reporting ACCA Diploma, mini-MBA
diploma.
Graduated from Donetsk State Commercial University with
major in Industrial Management in 1995.

AMIR AYSAUTOV
METALS AND MINING BUSINESS DEVELOPMENT
DIRECTOR
SCM Metals and mining Business Development Director since
November 2009.
August 2008–November 2009 – Strategy and Investment
Director, Clever Management.
2003–2008 – Senior Project Manager, McKinsey & Company,
Moscow and Dubai offices.
Represents SCM interests on the Metinvest Holding Supervisory
Board.
Areas of responsibility: strategy, investment, finance, and risk
management for SCM’s metals and mining business.
EDUCATION:
Graduated from Georgetown University School of Business
(Washington, USA) with an MBA in 2003.
Graduated from Kazakhstan National Technical University
with major in Economics and Enterprise Management
in 2001.
15
SERGEY KOROVIN
ENERGY BUSINESS DEVELOPMENT DIRECTOR
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
SCM Energy Business Development Director since March
2010.
2008–2010 – member of Microsoft Russia Board of Directors,
responsible for cooperation with telecommunications
sector.
2002–2008 – advanced from Consultant to Junior Partner
in McKinsey & Company, Denmark and Moscow offices.
Represents SCM interests on the DTEK Supervisory Board.
Areas of responsibility: strategy, investment, finance, and risk
management for SCM’s energy business.
EDUCATION:
Graduated with honors from Moscow State University named
after M.V. Lomonosov with major in Computational Mathematics
and Cybernetics in 1993.
SCM SCM Group corporate information

ILYA ARKHIPOV
BUSINESS DEVELOPMENT DIRECTOR
Business Development Director at SCM since November
2005.
2001–2005 Consultant, McKinsey & Co, Moscow.
2000–2001 – Operations Manager for Russia’s largest online
auction resource, Molotok.ru for NetBridge, an internet
company.
1995–2000 – Consultant, Coopers & Lybrand and PriceWaterhouseCoopers,
Moscow.
Represents SCM’s interests on the Supervisory Boards of Farlep-Invest,
First Ukrainian International Bank, ASKA and
ASKA-Life Insurance Companies.
Areas of responsibility: participating in determining
the Group’s business strategy for telecommunications, banking,
and insurance sector.
EDUCATION:
MBA from INSEAD (France), a leading European business
school, in 2004.
Graduated from the Plekhanov Academy of Economics
in Russia as a Specialist in Enterprise Management in 1999.
16
NIKOLAI NESTERENKO
NEW BUSINESS DEVELOPMENT DIRECTOR
New Business Development Director at SCM since September
2007.
2002–2007 – Senior Manager for Strategy Development for
a range of the Group’s new businesses, such as heavy engineering,
real estate, etc.
2001 – Joined SCM as Manager of the Financial Control Department.
1997–2001 – Worked at Keramet Invest, having grown
from Stock Broker to General Manager.
Currently is heading ESTA Holding – SCM sectoral holding,
managing its real estate projects, as well as is chairing
the Supervisory Board of ESTA Property Management. Sits on
the Supervisory Boards of SCM Group hotels.
Areas of responsibility: determining SCM’s strategic business
development in real estate, heavy engineering, pharmaceuticals,
and transport sectors, as well as seeking new areas for
investment.
EDUCATION:
MBA from INSEAD (France), a leading European business
school, in 2007.
Graduated from the Financial Accounting Department of Donetsk
State University in 1998.

YEKATERINA LAPSHINA
MEDIA BUSINESS DEVELOPMENT DIRECTOR
Media Business Development Director at SCM since August
2010.
November 2008 – August 2010 – Investment Director and
Junior Partner at Adela Holding Limited (Russia).
August 2006 – September 2008 – Deputy Business Development
Director at Energoprom Management.
March 2004 – August 2006 – Senior Consultant at Ernst &
Young.
Represents SCM’s interests on Supervisory Boards
of the Group’s media businesses.
Areas of responsibility: strategy, investment, finance, and risk
management for SCM’s media business.
EDUCATION:
Graduated from the Russian Federation State Financial Academy
with Masters Degree in Economics in 2005.
Graduated from the Institute of International Economic Relations
(Moscow) with a Bachelor’s Degree in Economics
in 2003.
Other credentials include: CMA (Certified Financial Manager)
Certificate, 2nd level candidate for CFA (Certified Financial
Analyst) Program.
17
SERGEY ZUZAK
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
AGRICULTURAL BUSINESS DEVELOPMENT DIRECTOR
Agricultural Business Development Director since September
2011.
July 2010 – August 2011 – Investment Manager at SCM
mining and metals business development division.
2004–2010 – Investment Manager at Horizon Capital (before
2006 – Western NIS Enterprise Fund).
1999–2003 – Specialist at Creditanstalt Investment Bank.
Represents SCM's interests on the supervisory boards
of HarvEast Holding and United Minerals Group Limited.
EDUCATION:
Graduated from the National University Kyiv-Mohyla Academy
with major in Economic Theory and Entrepreneurship
in 2001.
SCM SCM Group corporate information

ANDREY TELENKOV
RETAIL BUSINESS DEVELOPMENT DIRECTOR
Retail Business Development Director since December 2011.
November 2010 – February 2011 – Department Head at
Uralsib Corporation, responsible for private equity.
2008–2010 – Leanvest Investment Group Business Development
Director.
2005–2008 – Consultant at McKinsey & Company office
(Moscow).
Represents SCM's interests on the Supervisory Boards
of Ukrainian Retail, Parallel, and Ukrainian Pharmacy Holding.
Area of responsibility: strategy, investment, finance, and risk
management for SCM’s retail business.
EDUCATION:
Graduated from the Moscow State University named after
M.V. Lomonosov, with major in calculus and cybernetics.
18
JOCK MENDOZA-WILSON
INTERNATIONAL AND INVESTOR RELATIONS
DIRECTOR
International and Investor Relations Director at SCM since
December 2006.
2005–2006 – Director of Corporate Communications for
the SCM Group.
1984 – Began his career with Ford Europe Company. Then,
in 1989, launched his own PR consultancy in London.
Worked as Regional Director for Middle East and North Africa
at Promoseven Weber Shandwick PR (Dubai), later – as
Regional Director for Eastern Europe at Mmd. Advised U.S.
Government agencies on their public diplomacy programs
in the Middle East.
Areas of responsibility: developing and implementing communications
strategies and programs, aimed at establishing
contacts with both government authorities and NGOs; developing
relations with international governments, business,
and media, as well as maintaining relations with the investment
and finance community.
EDUCATION:
Graduated as an Economist from Herriot-Watt University
(Edinburgh, Scotland) in 1984.

NATALIA YEMCHENKO
PUBLIC RELATIONS AND COMMUNICATIONS
DIRECTOR
Public Relations and Communications Director at SCM since
December 2006.
2005–2006 – Public Relations Manager for SCM Group.
2003 – Joined SCM Group as a Sector Group Manger.
2001–2003 – Director, Keramet Invest.
1998–2001 – Financial Manager at KOLO, an investment
company.
Chairs the Audit Committee and the Editorial Council
of Ukraine Television Channel.
Areas of responsibility: communicating with stakeholders, including
media, employees, residents in regions of company
presence, government authorities, community organizations,
and the general public, as well as company reputation
management.
Represents SCM’s interests on the Supervisory Board
of Ukraine Media Group and Dnepropetrovsk Television Service,
as well as Chairs the Audit Committee and the Editorial
Board of Ukraine Television Channel.
EDUCATION:
MBA from INSEAD (France), a leading European business
school, in 2011.
Graduated from Donetsk National University as a Specialist
in Finance and Credit in 1998.
19
ROMAN BUGAYOV
CORPORATE RIGHTS AND FOREIGN ASSET
MANAGEMENT DIRECTOR
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Corporate Rights and Foreign Asset Management Director at
SCM since September 2007.
2005–2007 – Manager of the Corporate Rights Department
for SCM Group.
2003 – Joined SCM Group as Economist.
2002–2003 – Economist at Keramet Invest.
1996–2002 – Worked in the Donetsk Oblast Office
of the Anti-Monopoly Committee of Ukraine as a Specialist,
Senior Specialist, then Department Manager.
Serves as Director of a range of SCM’s foreign companies.
Areas of responsibility: determining and implementing company
policy regarding the management of corporate rights;
organizing and handling operations involving corporate
rights belonging to the company and its subsidiaries; and
organizing the activities of foreign companies belonging to
SCM.
EDUCATION:
Graduated from the Donetsk Institute of Entrepreneurship
as a Specialist in Organizational Management in 2000, with
major in Economic and Legal Aspects of Commercial Activity.
SCM SCM Group corporate information

MARTA MOONEN
HUMAN RESOURCES DIRECTOR
Human Resources Director at SCM since August 2010.
2007 – Joined SCM as Human Resources Manager.
2005–2007 – Worked as Head of HR Department at Baker
Tilly Ukraine.
2002–2004 – Worked as Leading HR Specialist at UTEL Telecommunications
company.
Areas of responsibility: personnel selection, development
and implementation of human resources management policies,
development of KPI for personnel evaluation and career
planning, designing motivation, rotation, and promotion
programs for personnel.
EDUCATION:
Graduated from Kiev National Linguistic University with major
in Organizational Management in 2008.
20
Corporate governance
SCM’s system of corporate governance is in line with the highest
international standards and is based on world best practice.
It allows the company to quickly and effectively make
the decisions, necessary to ensure the dynamic development
of all the Group’s sectoral holdings and business areas.
As the majority shareholder and the main investor, SCM
Group governs its sectoral holdings by delegating its representatives
to sit on the respective Supervisory Boards. The
participation of minority shareholders in the governance
of these holdings is also executed through their representatives
on the Supervisory Boards.
For individual areas of business where there are no sectoral
holdings, the system of corporate governance works through
the immediate Supervisory Boards of the operating companies.
Through time, this corporate governance structure has demonstrated
its effectiveness for achieving SCM Group’s goals
and is being constantly improved.

SCM Group corporate structure
1. SCM Company
2. Minority
shareholders
3.2. Holding General
Director
* Applies only to
Metinvest and DTEK
Sectoral Holding
Supervisory Board
3.Sectoral Holding
Managing Company
3.3. Holding Board
3.1.1. Auditing Committee
3.1.2. Strategy and Investment
Committee
3.1.3. Appointment and
Compensation Committee
3.1.4. Health, Occupational Safety,
and Environment Committee*
21
4. Supervisory Boards
of Operational companies
4. Operational
companies
Legend:
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
when decision is made
not to create a sectoral
holding
when decision is made
to create a sectoral
holding
SCM SCM Group corporate information

SCM Group corporate transformation program
2011
Mining and metals
Metinvest B.V. jointly with the two other investors purchased
a 50% share in the metals business of Industrial Group,
which manages Zaporozhstal and also obtained an option to
purchase the remaining 50% share in the stated company.
Makeyevka Steel Plant changed its status to the branch
of the Yenakiyevo Steel Plant (Metinvest).
The integration of Ilyich Steel Plant in Mariupol into Metinvest
Group was completed, and Clarendale Limited (Cyprus),
with Vladimir Boyko being the end beneficiary, became one
of Metinvest Group’s shareholders. As a result, Metinvest's
ownership structure changed to the following: SCM Group
(71.25%), Smart Group (23.75%), Clarendale Limited
(5%).
Energy
DTEK and the Ministry of Energy and Coal Industry of Ukraine
signed a 49-year concession lease for Rovenkyanthracite and
Sverdlovanthracite, the state-owned mining enterprises.
The stated agreements were signed as a result of the open
concession tenders, which were conducted in Ukraine for
the first time. The property of the state coal enterprises will be
managed by DTEK Rovenkyanthracite LLC and DTEK Sverdlovanthracite
LLC.
DTEK won the tender of the State Property Fund of Ukraine
for the sale of 25% share in Kievenergo, having proposed
a price of $56.3m. As a result, DTEK acquired a controlling
71.82% share in the company.
22
Financial services
SCM completed the purchase of the 100% share in Renaissance
Capital Bank (Renaissance Credit TM). The bank will
continue its development in the consumer and point-of-sale
loan segments.
The operational integration of First Ukrainian International
Bank and Dongorbank was completed. The integration allowed
First Ukrainian International Bank to expand its regional
and ATM networks. As a result, the integrated bank
is in the top–10 largest financial institutions in the country,
based on its financial indicators.
Real estate
Stolichny TSUM LLC (ESTA Group) completed the purchase
of Kievsky TSUM Trading House LLC and M-Service LLC.
Completion of the transaction will enable ESTA Group to proceed
with the Kiev Central Univermag Shopping Mall reconstruction
project.
ESTA Holding purchased a 50% share in the second line
of Leonardo Business Center (Kiev).
Media
SCM purchased a 9% share in Dnepropetrovsk Television
Service, having increased its stake in the stated company to
67.99%. Dnepropetrosk Television Service (Channel 34) is
a local air and cable broadcasting company, covering the city
of Dnepropetrovsk and the adjacent regions.

Heavy Engineering
SCM completed the transaction for purchasing a 19.82%
share in Donetskgormash, a 21.75% share in Druzhkovka
Heavy Engineering Plant, and a 8.34% share in Kamensky
Heavy Engineering Plant. Upon completing the transaction,
SCM increased its shares in the stated companies to 69.87%
in Donetskgormash, 87.13% in Druzhkovka Heavy Engineering
Plant, and to 95.99% in Kamensky Heavy Engineering
Plant.
SCM transferred the strategic management rights to Krivoy
Rog Mining Equipment (previously part of Metinvest Group)
to Ukrainian Machine Building Group.
Gorlovskiy Mashinostroitel Engineering Plant (Ukrainian Machine
Building Group) won the tender for the sale of 94.9%
share in Gorlovka Heavy Engineering Plant.
Port business
SCM created Portinvest, a sectoral holding to manage and
invest in the Group's assets in the port business. Currently
Portinvest manages Avlita Stevedoring and Sea Industrial
Complex.
Agriculture
SCM made a decision to create HarvEast Holding, jointly
with Smart Group, to manage the agricultural assets of Ilyich
Steel Plant: 220,000 hectares of argicultural land; milk,
pig, poultry, and fish farms, etc. The stated agricultural assets
are located in Donetsk, Zaporozhye, Cherkassy, and Zhitomir
Oblasts, as well as in Crimea.
23
Other
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
SCM sold its 24.99% stake share in Krasnaya Polyana Sand
Quarry, thus, having exited from the enterprises' shareholders.
The decision to sell SCM's existing stake in the stated
enterprise was caused by the Group's inability to increase
it to the controlling size, in order to influence the strategic
decision-making, as well as the financial and the operational
activity of the enterprise.
SCM Group corporate information

SCM Group's assets structure 2011
Metals&
Mining
Metinvest
Mining division
Northern Ore Mining
and Enrichment Plant
(SevGOK)
Central Ore Mining
and Enrichment Plant
(CGOK)
Inguletsky Ore Mining
and Enrichment Plant
(InGOK)
Komsomolskoye
Mines Managemet
Krasnodonugol
United Coal Company
Metallurgical
division
Azovstal Steel Plant
Ilyich Steel Plant
in Mariupol
Yenakiyevo Steel Plant
(YeMZ) and Makeyevka
YeMZ Branch
Khartsyzsk Pipe Plant
(KHTZ)
Promet Steel JSC
(Bulgaria)
Ferriera Valsider
(Italy)
Metinvest Trametal
S.p.A. (Italy)
Spartan UK Ltd.
Metinvest Resource
Avdeyevka Coke and
Chemical Plant (AKHZ)
INKOR and Co
Kondratyevo
Refractory Plant
Logisics
Skif Shipping
Danube Stevedoring
Sales
Metinvest
International S.A.
(Switzerland)
Metinvest Ukraine
Metinvest SMC
Metinvest Eurasia
Energy
DTEK
Mining
DTEK Pavlogradugol
DTEK Dobropolyeugol
DTEK Komsomolets
Donbassa Mine
DTEK Sverdlovanthracite
DTEK Rovenkyanthracite
DTEK Neftegaz
Coal enrichment
Pavlogradskaya Coal
Enrichment Plant
Kurakhovskaya Coal
Enrichment Plant
Dobropolskaya Coal
Enrichment Plant
Oktyabrskaya Coal
Enrichment Plant
Mospinskoye Coal
Enrichment Plant
Trading
DTEK Trading
Electicity, thermal
power and heat
generation
Kievenergo
Vostokenergo
Alternative energy
Wind Power
Electricity
distribution and
sales
DTEK PES
Energougol
Service Invest
Power Trade
Equipment
manufacturing and
repairs
Pershotravensk
Repair Mechanical Plant
Financial
services
Banking
First Ukrainian
International Bank
Renaissance Capital Bank
Insurance
ASKA
ASKA-Life
Heavy Engineering
Mining Machines
Group
Druzhkovka Heavy
Engineering Plant
Gorlovskiy Mashinostroitel
Engineering Plant
Donetskgormash
Donetskiy Energozavod
Engineering Plant
Krivoy Rog Mining
Equipment Plant
Kamensky Heavy
Engineering Plant
Sverdlovskiy Heavy
Engineering Plant
Mining Machines
Engineering Technical Center
Mining Machines – Quality
System
Mining Machines Trading
Company
Mining Machines Service
Company
Mining Machines –
Business Comfort
24
Port
business
Portinvest
Avlita Stevedoring
Sea Industrial Complex
Agriculture
HarvEast Holding
HarvEast Holding
Media
Ukraine Media Group
Ukraine Television Channel
Football Television
Channel
Football+ Television
Channel
Donbass Television
Channel
Digital Ventures
Media Partnership
Tele Pro Production Group
Dnepropetrovsk
Television Service
Segodnya Multimedia
Publishing Holding

25
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
SCM Group consists of the managing company (SCM Company) and more than 100 enterprises and companies in Ukraine,
Russia, Europe (Italy, Bulgaria, United Kingdom, Switzerland), and the USA, in which it invests.
The Group's enterprises overall employ approximately 244,000 people.
Clay mining
United Minerals
Group
Vesko
Druzhkovskoye Mines
Management
Ogneupornerud
Kerammekhanizatsiya
Capital-Service
Real estate
ESTA Group
ESTA Property-
Management
Investment real estate
projects
Donbass Palace Hotel
Opera Hotel
Leonardo Business Center
(second line)
Office and logistics centers
in Kiev and Donetsk
Ongoing projects
Park Inn Hotel by Radisson
Donetsk
Kiev’s Central Univermag
Shopping Mall
Pushkinskiy multi-functional
complex
Andreyevskiy multi-functional
complex
Real estate projects at
development stage
Land plots
Petroleum products
retailing Parallel
Parallel Chain
Gefest Chain
PitStop Chain
Retail trade
Ukrainian Retali
Brusnichka
ASSOCIATED COMPANIES*
Metals and mining:
Zaporozhkoks (Zaporozhye Coke and Chemical Plant)
Krivoy Rog Iron Ore Plant
Donetskkoks (Donetsk Coke and Chemical Plant)
Dokuchayevsk Flux and Dolomite Plant (DFDK)
Novotroitskoye Mines Management
Krivbasszvryvprom Explosives Company
Zaporozhstal
Energy:
Pharmaceuticals
Ukrainian Pharmacy
Holding
Dneproenergo
Donetskoblenergo
Zapadenergo
Vanco Prykerchenska Ltd. (British Virgin Islands)
Telecommunications:
Astelit
MMDS Ukraine
Zdravitsa chain
Dobri Liky chain
Tsentralnaya Pharmacy
SCM Sport
Shakhtar Football Club
Donbass Arena Stadium
Telecommunications
Vega Telecommunications
Group
* Associated companies – are businesses where SCM Group, in its role as an investor,
is capable of significant influence, but where it does not exercise full control.
SCM Group corporate information

SCM Group's
business
Mining and metals.
Metinvest
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Metinvest Group is an international
vertically integrated group of metals and
mining enterprises, managing each link
of the production chain – from mining iron ore
and coal, to coke and coking coal production,
to smelting steel, and producing rolled steel
sections, structural shapes, large diameter pipes,
and other steel products with high added value.
The Group includes mining and metallurgical
enterprises in Ukraine, Europe, and the USA,
subdivided into the mining and the metallurgical
divisions.
27
SCM Group's business

Metinvest Group’s strategic vision is to become the leading
vertically integrated steel producer in Europe, delivering sustainable
growth and profitability, resilient to business cycles,
thus, providing investors with returns at above the industry
benchmarks.
Metinvest B.V. (Netherlands) is a holding company for Metinvest
Group. Metinvest Group’s main shareholders are SCM
Group (71.25%) and Smart Group (23.75%) and they
manage the Group on a partnership basis. Clarendale Limited
(Cyprus) owns a 5% share in Metinvest B.V.
Metinvest Holding LLC is a managing company for Metinvest
Group.
Metinvest Group’s enterprises are located in close proximity
to the key transportation routes and sea ports, providing
the company with additional competitive advantages when
making shipments to customers in Ukraine, CIS, Europe,
Middle East, and South-East Asia. Metinvest exports the majority
of its products to more than 1000 customers in 75
countries worldwide, using its own international sales network,
which covers most of the key regional markets.
Metinvest Group’s enterprises employ more than 108,000
people.
28
MAIN 1 METINVEST GROUP
ENTERPRISES
Mining division
Northern Ore Mining and Enrichment Plant (SevGOK) –
leader in Ukraine's mining industry, one of the largest mining
companies in Europe with a full production cycle for raw iron
ore (concentrate and pellets) for metallurgy. The plant's annual
concentrate production capacity is 14.4m tonnes and
annual pellets production capacity is 10.5m tonnes. SevGOK
sources iron ore from the two large ferrous quartzite fields,
which in total constitute 3,807m tonnes of mineral resources,
including 713m tonnes of proven ore reserves, reported
according to JORC 2 standards.
Central Ore Mining and Enrichment Plant (CGOK) – specializes
in mining, processing, and production of raw iron ore
(concentrate and pellets) for metallurgy. The plant’s annual
concentrate production capacity is 6.2m tonnes and annual
pellets production capacity is 2.2m tonnes. The plant produces
commercial grade concentrate with an average Fe content
of 65% and 68.2% and pellets with an average Fe content
of 64%. CGOK sources iron ore from the fields, which in total
constitute 2.689m tonnes of mineral resources, including
710m tonnes of proven ore reserves, reported according to
JORC 3 standards.
Inguletsky Ore Mining and Enrichment Plant (InGOK) –
specializes in mining and processing iron ore with an average
Fe content of 63.7% to 67%. The plant's annual concentrate
production capacity is 15.1m tonnes. InGOK sources iron ore
from Ingulets ferrous quartzite field, which in total constitutes
937 m tonnes of mineral resources, including 444 m
tonnes of proven ore reserves.
Komsomolskoye Mines Management – one of the largest
suppliers of fluxing limestone in Ukraine. The enterprise's annual
production capacity is 10–12m tonnes of commercial
grade limestone.
Krasnodonugol – one of the biggest coal mining companies
in Ukraine, which both mines and enriches coking coal.
1 Main enterprises, consolidated in 2011 into Metinvest B.V. (Metinvest
Group holding company) reporting, according to the IFRS.
2, 3 As of December 31, 2009

United Coal Company – one of the leading producers
of coking coal in the USA. The company's proven reserves
constitute 160m tonnes of high quality coal. The company's
annual coking coal production capacity is about 6m tonnes.
Metallurgical division
Azovstal Steel Plant – one of the leaders in Ukraine's
metallurgy, it is a modern, highly effective integrated enterprise
– from coke and sinter production to steelmaking
and the production of high quality long and flat rolled products.
The plant's annual production capacity is 5.7m tonnes
of cast iron, 6.2m tonnes of steel, and 5.2m tonnes of rolled
produts. In May 2011 the plant has completely forgone
the use of open-hearth blast furnaces for steelmaking in favor
of the oxygen converters.
Ilyich Steel Plant in Mariupol – one of the largest companies
in Ukraine with a full steel production cycle. The plant’s
annual production capacity is 7.3m tonnes of steel, 12.2m
tonnes of agglomerate, more than 5.6m tonnes of cast iron,
and more than 7.5m tonnes of rolled products.
Yenakiyevo Steel Plant (YeMZ) and Makeyevka YeMZ
Branch – the world leaders in steel billet production. The
plant’s annual production capacity is 3.1m tonnes of cast
iron, 2.7m tonnes of steel and approximately 0.5m tonnes
of rolled products. Makeyevka YeMZ Branch (previously –
Makeyevka Steel Plant) produces high quality rolled products
and is equipped with the most modern steel rolling mills
in Ukraine.
Khartsyzsk Pipe Plant (KHTZ) – the largest producer
of straight-seamed electro-welded large diameter steel piping
in the CIS. The plant's annual production capacity is 1m
tonnes of pipes.
Promet Steel JSC (Bulgaria) – a modern-technology steel
rolling plant, producing rolled sections and structural shapes
using the continuous casting technology.
Ferriera Valsider (Italy) – a steel plant producing structural
rolled products. The plant's annual production capacity is
0.4m tonnes of heavy plates and 0.6m tonnes of hot-rolled
coil.
29
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Metinvest Trametal S.p.A. (Italy) – a leader in Italian and
European markets in structural carbon steel plates.
Spartan UK Ltd. (United Kingdom) – the only producer
of high-quality steel plates in the United Kingdom. The
plant's annual production capacity is approximately 0.2m
tonnes of heavy plates.
Metinvest Resource – an exclusive supplier of black metal
scrap to Metinvest Group's enterprises (Azovstal, YeMZ, Ilyich
Steel Plant). The company's annual supply capacity is approximately
2m tonnes of scrap.
Avdeyevka Coke and Chemical Plant (AKHZ) – the largest
modern-technology company in Europe’s coking coal industry
producing coke and chemical products.
INKOR and Co – one of the largest chemical products (naphtalene,
phenol, cresol) manufacturers in the CIS and Europe.
The enterprise's annual production capacity is 60,000 tonnes
of naphtalene and up to 10,000 tonnes of phenol and cresol.
Kondratyevo Refractory Plant – one of the largest producers
of refractory products for metallurgy in Ukraine.
Logistics
Skif Shipping – the leading national transportation and dispatch
company, servicing cargoes in Ukraine's largest ports
and transporting cargoes all over Ukraine and beyond. The
company owns more than 1,600 units of rolling stock, port
crane, and forklifts.
Danube Stevedoring – a shipping and logistics company.
SCM Group's business

Sales
Metinvest International S.A. (Switzerland) – responsible
for the sale and the export of Metinvest Group rolled steel
products.
Metinvest Ukraine – responsible for the wholesale (carload)
supply of Metinvest steel products in Ukraine and CIS
countries, as well as for the sale of steel products to the largest
industrial enterprises in Ukraine.
Metinvest SMC – the largest and growing chain of service
centers in Ukraine, selling the products of Metinvest Group’s
enterprises, as well as of other producers in Ukraine and CIS,
in small wholesale and retail quantities. The company also
supplies heavy-duty steel rods for the construction industry.
Metinvest Eurasia – the wholesale and the retail sales
channel of Metinvest Group in Russian Federation. The company
sells the products of Azovstal Steel Plant, Yenakiyevo
Steel Plant, Ilyich Steel Plant, and other metal companies on
the Russian market, through the network of branches, located
in Central, Sourhtern, North-Caucasus, North-Western,
and Privolzhsky federal districts.
30
Metinvest Group's financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Assets 16,007 14,555 +9.98
Sales volume 14,189 9,358 +51.62
Net profit (loss) 1,854 437 +324.26
EBITDA 3,565 2,552 +39.69
Metinvest Group's key production indicators, thousand tonnes
2013
11339
Thermal coal mining
Coking coal mining
Steel production
14375
Iron ore concentrate production
Cast iron production
35741
12385
2891
10098
8745
2011 2010
35726
7609
40000
30000
20000
10000
0

Metinvest Group's key production indicators
31
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Iron ore concentrate and coal production, thousand tonnes 2011 2010 Dynamics, %
Iron ore concentrate (production) 35,741 35,726 +0.04
Coking coal (mining) 11,339 10,098 +12.3
Thermal coal (mining) 2,013 2,891 –30.37
Cast iron production, thousand tonnes 2011 2010 Dynamics, %
Azovstal Steel Plant 4,862 4,958 –1.9
Ilyich Steel Plant 4 5,180 488 -
Yenakiyevo Steel Plant 2,343 2,163 +8.3
Total: 12,385 7,609 +62.77
Steel production, thousand tonnes 2011 2010 Dynamics, %
Azovstal Steel Plant 5,584 5,700 –2.0
Ilyich Steel Plant 5 6,122 547 -
Yenakiyevo Steel Plant 2,669 2,498 +8.6
Total: 14,375 8,745 +64.38
Production indicators, thousand tonnes 2011 2010 Dynamics, %
Semi-finished products 2,974 3,018 –1.5
Slab 2,460 2,195 12.1
Square 514 823 –37.5
Finished products 9,317 4,902 90.1
Flat rolled products 6,407 2,472 159.2
Long rolled products 2,618 2,213 18.3
Rail products 292 217 34.6
Piping products 678 317 113.9
Large diameter pipes 631 309 104.2
Other pipes 47 8 487.5
Total: 12,969 8,237 57.4
4,5 Ilyich Steel Plant integrated into Metinvset Group in November 2010. Consolidated production volumes are stated as of December 2010.
SCM Group's business

Sales geography, 2011
Region Steel products,
thousand tonnes
Coking coal
products, thousand
tonnes
32
Iron ore products,
thousand tonnes
Total,
thousand tonnes
Ukraine 2,066 557 1,502 4,125
South-East Asia 1,369 11 832 2,212
Europe 3,558 43 471 4,072
CIS 1,900 30 5 1,935
Middle East and North
Africa
1,196 17 - 1,213
North America 66 360 - 426
Other countries 163 43 - 206
14%
9%
29%
Investments
3%
1%
29%
16%
The total volume of Metinvest Group’s investment in 2011
amounted to $1.17bn (excluding M&A).
Ukraine
South-East Asia
Europe
CIS
Middle East and North Africa
North America
Other
Metallurgical division
The total volume of investment in maintaining production
capacity and capital repairs at the divison’s enterprises
amounted to approximately $174m in 2011. The performed
repairs program involved oxygen converters, blast furnaces,
and rolling mills.

Ilyich Steel plant began the implementation of the two large
projects: construction of the turboblower and installation
of the coal pulverizing unit in the blast furnace hearths. The
turbobower will be put into operation in 2012, thus, allowing
to increase the productivity of the blast furnace #3 by
7%, as well as to decrease the weighted use of coke by 7kg
per tonne of cast iron. The total volume of project investment
in 2011 amounted to $8m. The coal pulverizing unit will also
be put into operation in 2012, thus, allowing to completely
forgo the use of natural gas in the plant’s blast furnaces, as
well as to decrease the weighted use of coke by 29kg per
tonne of cast iron. The total volume of project investment is
$177m, $21m of which was used in 2011. The stated technology
will be installed at all the blast furnaces at the plant.
Azovstal Steel Plant implemented the active stage of the controlled
freezing unit construction at the heavy plate production
facilities. Upon completion of the construction works,
the plant will be able to produce rolled sheets from X80 and
X90 grade steel. SMS Siemag AG was selected as general
supplier of the equipment. The total project investment volume
amounted to approximately $63m.
Azovstal Steel Plant also invested $2.23m in the environmental
projects in 2011.
Yenakiyevo Steel Plant put into operation a modern blast
furnace complex #3 instead of the disassembled obsolete
one. The installed annual capacity of the new equipment is
1.2m tonnes of cast iron. During the period of operation,
the new blast furnace allowed to decrease the weighted use
of coke in cast iron production by 112.2kg per tonne (from
572.2kg to 460kg per tonne) and the weighted use of iron –
by 15.8kg per tonne (from 1,010kg to 994.3kg per tonne).
The total project investment volume exceeded $226m,
$60m of which was used in 2011.
Mining division
InGOK commissioned the second complex for magnetic floatation
beneficiation of iron ore concentrate with annual installed
capacity of 3.3m tonnes of concentrate. The total project
investment volume amounted to approximately $43m.
33
Focus points of the year
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
In 2001, steel production volume increased by 64.4% yearon-year,
amounting to 14.375m tonnes, coking coal production
increased by 12.3%, amounting to 11.34m tonnes,
while iron ore concentrate production remained unchanged,
amounting to 35.74m tonnes.
The increase in steel production was caused by the integration
of Mariupol Ilyich Plant into Metinvest in November
2010, as well as by commissioning the reconstructed blast
furnace #3 at Yenakiyevo Steel Plant at the end of the year.
Simultaneously, the production volumes of Azovstal Steel
Plant decreased by 96,000 tonnes, year-on-year.
The volume of coking coal production at the US mines increased
by 1.4m tonnes, while the Ukrainian mines of Metinvest
demonstrated a 153,000 tonnes decrease in coking
coal production.
In spite of the 29.7% demand decrease for iron ore concentrate
by the external consumers, its production remained
stable and high. The reason for such production stability was
the increased internal consumption – by Metinvest Group's
enterprises, after the integration of Ilyich Plant into Metinvest,
which was completed in June 2011.
Within the framework of Metinvest Group’s metallurgical
enterprises’ modernization and reconstruction program,
Azovstal Steel Plant put its open-hearth blast furnaces out
of operation. The plant completely switched its production
facilities to oxygen converters. As a result, the quality
of the end product will increase significantly, while the environmental
footprint of the plant will decrease.
In June, Yenakiyevo Steel Plant signed a long-term contract
with Air Liquide (France) for the supply of industrial gases. Under
the signed contract, Air Liquide will invest $139m in the
construction of the air separation unit with the installed daily
production capacity of 1,700 tonnes of oxygen, nitrogen, and
argon. The project will be funded by the European Bank for
Reconstruction and Development. Additionally, Yenakiyevo
Steel Plant implemented a large-scale $25m repairs program,
aimed at increasing the environmental safety, the economic effectiveness,
and operational reliability of its equipment.
In July, United Coal Company commissioned Affinity Mine,
a new mine with the installed annual production capacity
of 1.9m tonnes of high quality coking coal.
SCM Group's business

Energy. DTEK
DTEK is the largest private vertically integrated energy
company in Ukraine. DTEK occupies leadership positions
in Ukraine’s coal mining, thermal power generation, and distribution
industries.
DTEK Holdings B.V. (Netherlands) is the holding company for
DTEK and is 100% owned by SCM Group.
Donbass Fuel and Energy Company (DTEK) LLC is the managing
company for DTEK.
DTEK enterprises employ approximately 104,000 people.
DTEK GROUP ENTERPRISES
Mining
DTEK Pavlogradugol – the largest coal mining enterprise
in Ukraine. It includes 10 mines, as well as the enterprises
of transportation and production infrastructure. The coal reserves
of the enterprise amount to 649.7m tonnes.
DTEK Dobropolyeugol – a coal mining complex, including
5 mines located in one of the largest industrial regions
of Donbass. The coal reserves of the enterprise amount to
369.5m tonnes.
DTEK Komsomolets Donbassa Mine – one of the largest
producers of thermal coal in Ukraine. The coal reserves
of the enterprise amount to 114.7m tonnes.
DTEK Sverdlovanthracite – an anthracite mining and enrichment
complex located in Dolzhano-Rovenetsky industrial
district of Lugansk Oblast. The enterprise includes 5 mines, 3
enrichment factories, a mine construction company, as well
34
as a range of supporting enterprises. The anthracite reserves
of the enterprise amount to 211.9m tonnes.
DTEK Rovenkyanthracite – an anthracite mining and enrichment
complex located in Bokovo-Khrustalny and Dolzhano-Rovenetsky
industrial districts of Lugansk Oblast. The
enterprise includes 6 mines, 3 enrichment factories, as well
as a range of supporting enterprises. The anthracite reserves
of the enterprise amount to 165.3m tonnes.
DTEK Neftegaz – DTEK's subsidiary company, providing
DTEK with fuel resources (e.g. DTEK's annual natural gas
consumption amounts to 3bn cubic meters). The company
is also engaged in hydrocarbon drilling – on land and in deep
sea.
Coal enrichment
Pavlogradskaya Coal Enrichment Plant – one of the largest
coal enrichment enterprises in Ukraine. The plant's annual
installed capacity is 5.25m tonnes.
Kurakhovskaya Coal Enrichment Plant – produces coal
concentrate for thermal power plants. The plant's annual instaled
capacity is 2.5m tonnes.
Dobropolskaya Coal Enrichment Plant – a producer of enriched
coal with the annual installed capacity of 4.5m tonnes.
Oktyabrskaya Coal Enrichment Plant – a producer of enriched
coal with the annual installed capacity of 2.6m tonnes.
Mospinskoye Coal Enrichment Plant – a producer of enriched
coal and concentrate for thermal power plants. The
plant's annual installed capacity is 2.5m tonnes.

Trading
DTEK Trading – carries out coal trading operations in Ukrainian
and international markets.
Electicity, thermal power and heat
generation
Kievenergo – a power generating enterprise, serving as
a full-cycle power supplier to the city of Kiev. The enterprise
produces, delivers, distributes, and sells electric and thermal
power to the end consumers. Electric and thermal energy for
Kievenergo is generated by the two thermal power plants –
TPP–5 and TPP–6. The overall installed capacity of the stated
TPP's, including thermal power supply stations and boiler
rooms, amounts to 1,200 MW and 8,725 Gcal/hour. The
overall size of Kievenergo's electricity grid is 11,700 km,
while the size of its heat distribution grid (measured as a single
pipe) is 4,500 km.
Vostokenergo – is an energy generating company, which
includes three thermal power plants: Zuevskaya TPP, Kurakhovskaya
TPP, and Luganskaya TPP, with cumulative installed
capacity of 4,157 MW.
Alternative energy
Wind Power – implements wind energy projects. The company's
project portfolio amounts to 1,200 MW. The projects
are to be implemented in Donetsk and Zaporpzhye Oblasts,
as well as on the Azov Sea shore.
35
Electricity distribution and sales
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
DTEK PES Energougol – manages 11 transformer substations
with the voltage of 35–110 kV, as well as 381 transformer
substations and electric distribution points with
the voltage of 6–10 kV and the total capacity of 452 MBA.
The company also manages 1,179 km of high-voltage transmission
lines in Donetsk Oblast.
Service Invest – manages 88 high voltage with the voltage
of 6.35 and 110 kV and the total transforming capacity
of 2,372 MBA. The company also manages 2,684
km of transmission lines with the voltage of 6–150 kV
in Dnepropetrovsk and Donetsk Oblasts.
Power Trade – exports electricity to European and CIS markets.
The company is licensed as electric power supplier at
non-regulated tariff and is a participant of Ukraine’s Wholesale
Electric Power Market.
Equipment manufacturing and
repairs
Pershotravensk Repair Mechanical Plant – provides mining
equipment repair services, as well as produces roof support
arches, various metal products, performs steel and cast
iron casting, and pipe flanging.
DTEK's financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Assets 7,052 3,220 +119
Sales volume 4,969 3,062 +62.3
Net profit (loss) 442 360 +22.78
EBITDA 1,270 722 +75.9
SCM Group's business

DTEK's key production indicators
Indicators 2011 2010 6 Dynamics, %
Coal mining, thousand tonnes
DTEK Pavlogradugol 15,414.2 15,043.0 +2.5
DTEK Komsomolets Donbassa Mine 4,257.2 4,121.5 +3.3
DTEK Dobropolyeugol7 3,265.3 3,014.6 +8.3
DTEK Rovenkyanthracite8 7,324.4 6,033.6 +21.4
DTEK Sverdlovanthracite9 Coal enrichment, thousand tonnes
6,559.0 6,375.9 +2.9
Raw coal enrichment 12,523.0 12,490.0 +0.3
Concentrate production
Power generation, m, KW•hour
7,935.0 7,904.0 +0.4
Vostokenergo power generation
Power distribution, m KW•hour
17,135.9 16,352.6 +4.8
Volume of electricity purchases from the Wholesale Electric
Power Market by Service-Invest and DTEK PES-Energougol
14,066.1 13,287.0 +5.9
Volume of electricity purchases from the Wholesale Electric
Power Market by Donetskoblenergo
10,324.9 10,173.7 +1.5
Volume of electricity purchases from the Wholesale Electric
Power Market by Kievenergo
9,271.6 9,313.5 –0.4
Electric power export, m, KW•hour 5,091.9 1,214.5 +319.3
Coal export, thousand tonnes 3,396.0 1,961.0 +73.0
Coal import, thousand tonnes 569.0 1,313.0 –57.0
6 In 2010 Dobropolyeugol, Sverdlovanthracite, and Rovenkyanthracite were not managed by DTEK. Zapadenergo, Dneproenergo, Kievenergo, and Donetskoblenergo
were DTEK's associated companies. DTEK concentrated the controlling share in Kievenergo on December 9, 2012. Dneproenergo, Zapadenergo,
and Donetskoblenergo were integrated into DTEK in 2012.
7 On December 22 2012 DTEK signed a 49-year lease agreement for Dobropolyeugol.
8 On December 1 2011 DTEK signed 49-year lease agreements for Rovenkyanthracite.
9 On December 1 2011 DTEK signed 49-year lease agreements for Sverdlovanthracite.
36

Electric power export, m, KW•hour
5091.9
3396
5000
4000
3000
1961
1214.5
2000
1000
0
2010 2011
2010
2011
Investments
The total volume of DTEK's investment in 2011 amounted to
$540m (excluding M&A).
Coal mining and enrichment
The growth in coal mining volumes in 2011 resulted from
the holistic modernization and equipment upgrade programs.
In 2011 DTEK purchased four coal mining units of the local
(Ukrainian Machine Building Holding) and foreign (Ostroj
and T.Machinery) producers, in total worth $55.1m.
Of the purchased equipment, three units were intended for
DTEK Pavlogradugol (worth $44.2m) and one – for DTEK Dobropolyeugol
(worth $10.9m). Additionally DTEK purchased
34 tunneling machines by SANY (China), Kopeysk Heavy Engineering
Plant (Russian Federation), and Yasynyvata Heavy
Engineering Plant (Ukraine) for the mines of DTEK Pavlogradugol,
DTEK Dobropolyeugol, and DTEK Komsomolets Donbassa,
in total worth $17.3m.
In 2011, the mines of DTEK Pavlogradugol and DTEK Komsomolets
Donbassa began the installation of the underground
hanging monorail transport. The total volume of project investment
was $4m.
DTEK continued the holistic modernization and technical upgrade
program of its enterprises. The largest projects were implemented
at Pavlogradskaya (commissioning the primary slime
processing unit), DTEK Oktyabrskaya (installation of the dry
screening equipment), and Dobropolskaya (replacement
of the two jigging machines) Coal Enrichment Plants. All DTEK's
coal enrichment enterprises performed replacements and capital
repairs of equipment, in total worth more than $6m.
37
Coal export, thousand tonnes
Power generation
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
3000
2000
1000
In 2011, DTEK's power generating enterprises continued
the large-scale equipment upgrade program.
During the year, power generating units #10 at Luganskaya
TPP and #8 at Kurakhovskaya TPP (both Vostokenergo) were
put out of operation for reconstruction. The modernization
process will continue in 2012 and it is intended to include
all main equipment of the power generating units: boilers,
turbines, generators, and transformers. Additionally the automated
technological processes' management system will
be installed, as well as the electric filters and volume tanks for
the purification of the exit gases from CO2 compounds will be
modernized. As a result of the stated upgrades, the installed
capacity of the power generating unit #10 at Luganskaya TPP
will increase from 175MW to 210MW, while the weighted
use of fuel will decrease by 63 g/KW*hour, and the maneuverability
range will increase from 45MW to 80MW. The
capacity of the Kurakhovskaya TPP power generating unit
#8 is planned to increase from 210MW to 225MW, while
the weighted use of fuel is planned to decrease by 40.6 g/
KW*hour. The electric filter was also installed at the stated
power generating unit, with 50 g/nm3 smoke filtering capacity,
which is compliant with the requirements of the EU
Directive 2001/80. The upgrades will help prolong the longevity
of the stated power generating units for 15–20 years.
The total volume of investment in the upgrade of the two
power generating units at Luganskaya and Kurakhkovskaya
TPP's amounted to approximately $112m.
The volume of investment in Kievenergo's power generating
facilities amounted to $5m during the reporting year. The
largest reconstruction works were performed at the chemical
facilities of TPP–5, using the ultrafiltration and autotransformation
technologies.
0
SCM Group's business

Power distribution
DTEK's power distribution enterprises continued the upgrade
of the existing equipment and the construction of the new
units. Particularly, the reconstruction works were performed
at Druzhkovka, Davydovka-Severnaya, Zueyvka, Ugolno-
Rtutnaya, Novomakeyevka, and Shvernik (all Service-Invest)
substations, as well as at Skiv, Oktyabrskaya, and Yuzhno-
Donbasskaya #1 substations (all DTEK PES-Energougol).
The renovations of the high-voltage transmission lines also
continued. Additionally, Service-Invest completed the construction
of the two substations, one of which is intended to
supply electricity to Donetsk airport.
The construction of Airport–110 kV substation was carried
out within the framework of preparations to Euro–2012
and was completed precisely on schedule. For the first time
in Donbass, the new generation of electric equipment (ABB,
Sweden-Switzerland) was installed. The total volume of investment
amounted to $9.8m.
The total volume of investment in the construction and the reconstruction
of Service-Invest substations in 2011 amounted to
$26m, and that of DTEK PES-Energougol – amounted to $5m.
In 2011, the volume of investment in developing Kievenergo's
heat generation amounted to $19.1m. A large-scale
reconstruction of Kievenergo's heating infrastructure was
performed, in total worth approximately $14m.
Occupational safety
DTEK continued the implementation of the corporate standard
for the individual safety gear. The total volume of project
investment in the reporting year amounted to $2.2m.
DTEK completed the certification of occupational safety management
systems to comply with OHSAS 18001:2007 at
the following enterprises: Service-Invest, DTEK PES-Energougol,
Mospinskoye, Pavlogradskaya, Kurakhovskaya, DTEK Dobropolskaya,
and DTEK Oktyabrskaya Enrichment Plants, as well as Socis,
DTEK Service, and Pershotravensk Repair Mechanical Plant.
The total volume of investment amounted to $21.8m.
38
14 DTEK's enterprises completed the certification of their environmental
management systems to comply with ISO 14001:2004.
The total volume of investment amounted to $0.6m.
Focus points of the year
In 2011, DTEK's enterprises demonstrated significant growth
of their production indicators, compared to 2010.
10 DTEK Pavlogradugol, DTEK Komsomolets Donbassa Mine, and DTEK Dobropolyeugol.
11 The volume of electricity of Vostokenergo and Dneproenergo, with the latter being an associated company in 2011
(DTEK owned a 47.55% share).
12 The indicators of Service-Invest and DTEK PES Energougol summarized, excluding Donetskoblenergo.
The volume of coal mining by DTEK's mines 10 in 2011 amounted
to 22.9m tonnes, cumulative 11 power generation increased
to 33.0bn KW•hour, distribution – to 14.1bn KW•hour 12 .
The increaed production of all DTEK's enterprises resulted
from the implemented operational improvements, the ongoing
large-scale equipment upgrade program, as well as
the company's growth after purchasing the new assets.
In June DTEK created DTEK Neftegaz, a subsidiary company,
which will be responsible for oil and gas projects' development,
on land and in deep sea. The development of oil and
gas business will, in the long term, allow DTEK to diversify its
fuel base and to provide for the needs of its power generating
units fueled by gas and mazut (annual gas consumption
exceeds 3bn cubic meters). The company will also be drilling
methane from coal beds and gas from shale. DTEK has
been implementing the pilot projects in this area since 2007.
Currently, several mines of DTEK Pavlogradugol and DTEK
Dobropolyeugol are running methane utilization projects.
DTEK plans to launch the similar projects at the other mines
of the two stated enterprises.
In August, DTEK, Kiev City State Administration, and USAID
signed a Memorandum of Cooperation under the Municipal
Heating Reform Project, to improve the infrastructure and
the energy efficiency of the Kiev city heat supply system.
DTEK won the tender of the State Property Fund of Ukraine
for the sale of a 25% share in Kievenergo, having proposed
the price of $56.3m. As a result, DTEK controls a 71.82%
sharein Kievenergo.

Coal mining and enrichment
The growth of coal mining volume in 2011 by 19.7%, compared
to 2010, was mainly a result of DTEK's purchasing
a new coal company – Dobropolyeugol.
In January 2011 DTEK signed a 49-year lease for Dobropolyeugol.
The lease was signed by the regional branch
of the State Property Fund of Ukraine in Donetsk Oblast,
following the tender, conducted in December 2010. Dobropolyeugol
was the applicant in the tender process on behalf
of DTEK. DTEK intends to invest $240m in Dobropolyeugol
mines during the next 5 years. The funding will be mainly
used for equipment upgrades, capital construction, adding
inventory, optimizing coal extraction, lengthening coal faces,
as well as bringing the occupational safety management system
in compliance with OHSAS 18001:2007. The coal from
Dobropolyeugol will be supplied to Zuyevskaya and Kurakhovskaya
TPP’s (both Vostokenergo); Ladyzhynskaya and
Burshtynskaya TPP’s (both Zapadenergo); Zaporozhskaya
TPP (Dneproenergo), as well as to the coke and chemical
plants in Ukraine.
DTEK Pavlogradugol and DTEK Komsomolets Donbassa Mine
demonstrated stable annual coal mining growth in 2011
(+2.4% and +3.1%, respectively). During the reporting
year, DTEK Pavlogradugol produced the largest volume
of coal in its history – 15.41m tonnes.
In December DTEK integrated the two enterprises under
the signed concession lease: DTEK Sverdlovanthracite and
DTEK Rovenkyanthracite.
Power generation
In 2011, the volume of power generated by Vostokenergo
amounted to 17.1bn KW*hour (+4.8% year-on-year).
In December, DTEK increased its share in Kievenergo from
46.82% to 71.82%. The volume of power generated by
Kievenergo in 2011 amounted to 4.5bn KW*hour (+9.1%
year-on-year).
39
Power distribution
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
The cumulative volume of electricity purchased by Service-
Invest and DTEK PES-Energougol from the Energorynok State
Enterprise in 2011 amounted to 14.1bn KW*hour, having
increased 5.9% year-on-year.
The volume of electricity purchased by Kievenergo from
the Energorynok State Enterprise in 2011 remained practically
unchanged year-on-year – 9.3bn KW*hour.
Service-Invest and DTEK PES-Energougol continued the implementation
of the automated electricity metering system. In
February, DTEK PES-Energougol launched the internet-portal
for selling utility services to individual consumers, in order to
simplify their interaction with the enterprise.
Export operations
In 2011, DTEK increased the export of the surplus coal products
by 73% (to 3.4m tonnes) year-on-year, as well as lowered
the dependency of its power generating facilities from
the imported coal by 57% (to 0.6m tonnes). The increase
in coal exports resulted from expanding the range of markets
in Western Europe, entering the markets of South-East
Asia, as well as strengthening DTEK’s positions on the existing
markets.
In 2011, the volume of DTEK's electricity export to Eastern
Europe reached 5.1bn Kw*hour, having increased by 319%
year-on-year. The stated increase resulted from the renewed
shipments to Belarus, Moldova, and Poland. During the reporting
year, DTEK also supplied electricity to Hungary, Slovakia,
and Romania. In December DTEK Power Trade and
Vostokenergo purchased access to the European inter-state
electricity grid at the annual auction. At the end of the year,
DTEK Power Trade signed framework agreements with EDF
Trading (France) and CEZ Group (Czech Republic) to supply
electricity to Hungary, Poland, Slovakia, and Romania
in 2012.
SCM Group's business

Financial services. Banking and insurance
SCM’s Financial Services business is represented by two
banks and two insurance companies.
• First Ukrainian International Bank is one of the largest
banks in Ukraine. It is a diversified banking institution
rendering a full range of services to corporate and
individual clients. The bank is among Ukraine’s top 10
banks by key financial indicators. The bank’s regional
network includes 169 branches.
• Renaissance Capital Bank specializes in individual
loans and operates under Renaissance Credit brand. The
bank’s regional network includes 500 branches all over
Ukraine.
40
• ASKA is one of the leading insurance companies
in Ukraine. Its regional network includes 41 offices and
60 branches all over Ukraine.
• ASKA-Life is one of Ukraine’s market leaders in life insurance,
providing a full range of relevant services.
First Ukrainian International Bank's financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Assets 3,721 3,219 +15.6
Capital 605 527 +14.8
Loan portfolio 2,423 2,207 +9.79
Net profit (loss) 56 71 –21.13
Renaissance Capital Bank's financial indicators13 Indicators, $, m 2011 2010 Dynamics, %
Assets 71 n/a n/a
Capital 33 n/a n/a
Loan portfolio (including funds in other banks) 64 n/a n/a
Net profit (loss) 2 n/a n/a
13 Renaissance Capital Bank was purchased by SCM in 2011.

ASKA financial indicators
41
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Indicators, $, m 2011 2010 Dynamics, %
Insurance assets 65 56 +16.07
Capital 15 16 –6.25
Insurance reserves 35 31 +12.9
Insurance premiums 55 42 +30.93
Insurance payments 21 17 +23.33
Net profit (loss) (2.1) (0.47) +346.8
ASKA-life financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Insurance assets 24 22 +9
Capital 4.4 3 +46.67
Insurance reserves 18.5 18.5 -
Premiums 4.5 1.4 +221.43
Payments 1.4 0.8 +75
Net profit (loss) 1.4 (0.1) +1.500
Focus points of the year
First Ukrainian International Bank
In 2011, the integration of First Ukrainian International Bank
and Dongorbank was completed. Integration with Dongorbank
helped to improve First Ukrainian International Bank's
balance structure and placed it among the top 10 largest
banks in Ukraine.
The bank's net profit in 2011 amounted to $56.4m.
In 2011, the net interest revenue increased by 15.62% (to
$122.7m) year-on-year, while the commission earnings increased
by 15.9% (to $32.5m).
The bank's assets grew by 15.59% – to $3.72m as of December
31, 2011. The total loan portfolio increased by 9.8%
– to $2.42bn. That number includes $1.82bn of corporate
loans (11.9% growth year-on-year) and $0.61bn of indi-
vidual loans (3.9% growth year-on-year). The bank's statutory
capital increased by $95.4m – to $429m.
The external debt portfolio decreased by $109m (by 27.1%)
and by the end of the reporting year amounted to $293.6m.
Of the stated amount, $245m was received by issuing Eurobonds
and $48m from other borrowed funds.
The network of POS-terminals grew by 28.5% and as of December
31, 2011 included 6,431 terminals, being 4th largest
POS-terminal network in Ukraine. The network's turnover
increased more than twofold year-on-year, excceding
$195m.
In May, Radius, a network of ATM's, serviced by the processing
center of First Ukrainian International Bank, merged with
the ATM network of VTB Bank (400 ATMs in 14 Oblasts
of Ukraine). The merger allows First Ukrainian International
Bank and its partners to service clients with low commission
charges in close to 4,000 ATMs of the joint network.
SCM Group's business

In November the bank co-underwrote the bonds issue
of Pridneprovskaya, South-Western, Donetsk, South, Odessa,
and Lvov Railways, in total worth $226m (1.8bn UAH).
Renaissance Capital Bank
During the reporting year, Renaissance Capital Bank expanded
its presence in Ukraine from 17 to 25 Oblasts, including
Crimea. The coverage of the regional network expanded
from 28 to 142 branches.
The bank's net profit at the end of 2011 amounted to
$2.11m.
The bank's assets increased by 39.72% to $71.05 m, as
of December 31, 2011.
In 2011, the bank sold its loan portfolio to First Ukrainian
International Bank.
In February, Ukraine's largest retail chains renewed their
designated-purpose loan programs. As a result, the share
of designated-purpose consumer loan sales in the bank's
portfolio increased to 42%. The bank also launched the partnership
program for the cross-selling of designated-purpose
cash loans. By december the number of project partners was
257.
ASKA
During the reporting year, ASKA collected $52.7m of insurance
premiums, including $40.2m from the voluntary programs
and $12.5m – from the mandatory ones. The overall
volume of collected premiums grew 44.2% year-on-year,
while the volume of voluntary insurance premiums grew by
38.1% year-on-year, and the volume of mandatory insurance
premiums grew by 69.3% year-on-year.
The amount of insurance payments in 2011 was $18.75m
including $14.44m under the voluntary programs and
$4.3m – under the mandatory programs. The overall volume
of payments grew 24.3% year-on-year, while the volume
of payments under the voluntary programs grew by 25.3%,
and under the mandatory programs – by 21.4%.
42
In 2011, ASKA concluded 307,000 agreements, of those
47,400 – for voluntary programs and 259,600 – for mandatory
programs.
51,415 claims were settled during the reporting year.
As of December 31, 2011, the volume of insurance reserves
amounted to $28.7m, having grown 47.2% year-on-year.
The largest share of ASKA's insurance portfolio is occupied by
property insurance, accident insurance, transportation owners'
civil responsibility insurance, and vehicle insurance.
ASKA-Life
In 2011, the volume ASKA-Life collected $4.5m of insurance
premiums – 3.3 times more, compared to 2010.
As of December 31, 2011, 147,721 persons purchased life
insurance from ASKA-Life – 1.4 times more, compared to
2010.
The volume of the insurance payments made during the reporting
year amounted to $1.5m, while the volume of the surrender
value payments made amounted to $0.044m.

43
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Heavy Engineering.
Ukrainian Machine Building Holding
Ukrainian Machine Building Holding (UMBH) is Ukraine's
leading mining equipment maker. Its enterprises specialize
in the production of powered roof supports for coal-cutters
and tunneling machines, dragline and band conveyors, lifters,
rotary excavators, electric locomotives, pumping stations,
aspirators, switch-yards, and other mining equipment
components (in total about 400 items).
Mining Machines NPK is a managing company for SCM’s
heavy engineering enterprises.
Ukrainian Machine Business Holding, Ltd. (Cyprus) is a holding
company for Mining Machines Group.
Mining Machines Group includes the following enterprises:
• Druzhkovka Heavy Engineering Plant is the leading
producer of mining equipment in the CIS and Eastern
Europe, producing: powered roof supports, conveyors,
wagons, line hangers, electric and inertia-type locomotives.
• Gorlovskiy Mashinostroitel Engineering Plant is
a large producer of mining equipment, including: coalcutters
for flat-lying and steep coal banks, tunneling
machines, plough machines, lever hoists, pumping stations,
and hydraulic equipment.
• Donetskgormash is a large heavy engineering enterprise,
producing equipment for mining industries. The
company’s product range includes: multiple-rope and
drum hoists, centrifugal and axial-flow blowers, loadhaul-dump
machines, lever hoists, underground belt
conveyors, parachutes, line hangers, charging ladles,
rotary equipment for open-cast mining, and universal
rail brakes.
• Donetskiy Energozavod Engineering Plant is a leading
producer of switch-yards and dust-ignition-proof
switch-yard substations in Ukraine and the CIS. The enterprise’s
products are intended for supplying electricity
to mines, as well as for open-cast works in coal and
other mining industries.
• Krivoy Rog Mining Equipment Plant is one of Ukraine’s
largest producers of spare parts, junctions, and machinery
for mining and raw materials’ enrichment.
• Kamensky Heavy Engineering Plant is one of Russia’s
leading producers of powered roof supports for coal
mining enterprises.
• Sverdlovskiy Heavy Engineering Plant specializes
in capital repairs of powered roof support sections, rigging,
metal constructions, and general mining equipment
repairs.
• Mining Machines Engineering Technical Center is
intended to upgrade existing, and construct new equipment
for all the company’s production facilities.
• Mining Machines – Quality System exercises control
on incoming raw materials, ongoing control of technological
production processes, as well as the quality
control of products manufactured at all company's enterprises.
• Mining Machines Trading Company is in charge
of the Group's product sales, as well as control and coordination
of the Group's representative offices in Russian
Federation and Kazakhstan.
• Mining Machines Service Company performs warranty
and non-warranty service and capital repairs
of the mining equipment.
• Mining Machines – Business Comfort performs capital
construction, reconstruction and repairs of the buildings,
as well as manages transportation, administrative
logistics, social and non-industrial units.
The total number of employees is approximately 11,500
people.
SCM Group's business

Mining Machines Group's financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Assets 534 409 +30.56
Sales volume 225 201 +11.94
Net profit (loss) 19 13.5 +40.74
EBITDA 43 22 +95.45
Investments
In 2011, the total volume of investment in Mining Machines
Group's business development amounted to $13m (excluding
M&A).
44
Focus points of the year
In August, Mining Machines Group signed a contract with
Mosmetrostroy for the supply of infrastructural equipment,
particularly: 720 heavy-duty tipping buckets (ВГ–1,4) and
4 lifters (2Ц2х1,1).
In September, a service company was created to perform
warranty service of the mining equipment produced by
the Group, as well as to supply the necessary spare parts.
In 2011, a trade company in Russia and a representative office
in Kazakhstan were launched. Currently, the Group's geography
includes 10 countries: Armenia, Belarus, Georgia,
Kazakhstan, Kyrgyzstan, Macedonia, Moldova, Russian Federation,
Romania, and Estonia.
A unified certificate of quality was introduced at all Mining
Machines Group's enterprises, to certify both equipment and
separate junctions and spare parts. The main goal of launching
the Group's product certification was to prevent the customers
from purchasing counterfeit equipment.

Portinvest Holding was created in 2011 to manage SCM
Group’s transportation business. Portinvest LLC is a managing
company of the holding.
Portinvest manages the following companies:
Avlita Stevedoring specializes in trans-shipment of grain
and metal products. The company's trans-shipment facilities
are located in the non-freezing harbor of Sevastopol, Black
Sea. The company owns two berths in Sevastopolskaya and
Dokovaya bays, with total length of 500 meters, capable
of servicing vessels of up to 80,000 tonnes displacement.
The berths are equipped with railway access and 15 cranes
(8 gantry and 7 dockside). Avlita Stevedoring operates
Investments
The total volume of investments in Portinvest Holding in 2011
amounted to $0.73m (excluding M&A).
Avlita Stevedoring began the modernization of the Inzhenernaya
railway station worth $1.3m. Other equipment upgrades
included the installment of the following: modern
vacuum Sibilia unit for the collection of the solid particles
in the internal facilities ($0.47m) and emergency power
supply system ($0.1m). The company also began the process
of certification to comply with ISO 9001 and ISO 14001.
14 Portinvest Holding was created in 2011.
45
Focus points of the year
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Port business. Portinvest
a grain terminal, which is one of the largest in Ukraine, with
a grain storage capacity of 170,000 tonnes, which allows
the company to process up to 3m tonnes of cargo annually.
The company's metal products trans-shipment facilities have
the capacity to process more than 2m tonnes of cargo annually.
Sea Industrial Complex is one of Ukraine’s largest dockyards,
located in Sevastopol. The Complex performs all types
of repairs for a wide range of vessels, up to 290m in length
and up to 60,000 tonnes in deadweight.
The total number of employees is 1,049 people.
Portinvest's financial indicators14 Indicators, $, m 2011 2010 Dynamics, %
Assets 139 n/a n/a
Sales volume 48 n/a n/a
Net profit (loss) 4 n/a n/a
EBITDA 16 n/a n/a
The total volume of Avlita's regular and dry cargo trans-shipments
during the reporting year amounted to 3.6m tonnes
– a 12.5% increase year-on-year. Compared to 2010,
the trans-shipment of metal products grew by 12% – from
2.29m tonnes to 2.57m tonnes. The company's share in the
overall volume of cargo trans-shipment through Ukraine's
ports amounted to 15%. The volume of grain trans-shipment
in 2011 grew by 5.8% – from 0.98m tonnes to 1.04m
tonnes, making Avlita's share 6% of the market.
SCM Group's business

Agriculture. HarvEast Holding
HarvEast Holding was created in 2011. HarvEast planned
structure is an entity jointly controlled by SCM Group and
Smart Group, to manage the agricultural assets, which previously
belonged to the Ilyich Steel Plant in Mariupol, earlier
integrated into Metinvest Group. HarvEast manages the agricultural
assets in Donetsk, Zaporozhye, Cherkassy, and Zhitomir
Oblasts, as well as in Crimea.
Investments
The total volume of investment in 2011 amounted to $8.9m
(excluding M&A).
The main part of investment funds in 2011 was used to purchase
cultivation, tillage, and seeding machinery; as well as
transportation and supporting equipment.
15 HarvEast Holding was created in 2011.
46
HarvEast Holding's main focus areas include:
• crops (growing wheat, sunflower, barley, perennial
herbs, and corn);
• dairy farming;
• mixed fodder production and growing seeds.
The total area of the Holding's cultivated land amounts to
220,000 hectares (Donetsk Oblast – 170,000 hectares, Zaporozhye
Oblast – 20,000 hectares, Cherkassy and Zhitomir
Oblasts – 10,000 hectares, Crimea – 20,000 hectares).
The total number of employees – 9,431 people.
HarvEast Holding's financial indicators15 Indicators, $, m 2011 2010 Dynamics, %
Assets 250 n/a n/a
Sales volume 91 n/a n/a
Net profit (loss) 2 n/a n/a
EBITDA 15 n/a n/a
Focus points of the year
In 2011, HarvEast Holding harvested 428,000 tonnes
of grain and fodder crops.
The total volumes of crops harvested were as follows: wheat
– 256,700 tonnes, sunflower – 80,200 tonnes, barley –
53,500 tonnes, corn – 20,800 tonnes.
The Holding's dairy farms produced approximately 57,000
tonnes of milk. The volume of meat produced was 8,800
tonnes in live weight.
The Holding also produced 5,600 tonnes of flour, 2,400
tonnes of bread, and 56,200 tonnes of mixed fodder.

SCM Group is a significant player in Ukraine’s media market.
We are actively strengthening our positions in this market by
investing in the development of our media assets.
Ukraine Media Group
• Ukraine Television Channel is one of Ukraine’s leading
nationwide television channels. The channel’s 24hour
broadcasting includes informational, educational,
children’s, entertainment, artistic, and sports programs.
The Channel’s monthly audience exceeds 35m people.
• Football Television Channel is Ukraine’s first specialized
channel, dedicated exclusively to football: news,
direct broadcasting of the leading European and Latin
American championships, football life, and life of the famous
football players. The channel is broadcast through
cable television networks and is available through more
than 500 cable TV operators, as well as satellite TV operators,
such as Viasat and Xtra TV. The channel’s technical
coverage through cable networks exceeds 90%
of Ukrainian homes (Gfk Ukraine).
47
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Media. Ukraine Media Group,
Segodnya Multimedia Publishing,
and Dnepropetrovsk Television
Service
• Football+ Television Channel is a premium-class channel
broadcasting the national championships of England,
Germany, and Brazil.
• Donbass Television Channel is a general interest channel
for viewers in Eastern Ukraine. The channel’s programming
features socially-oriented content, including
news and political talk-shows. The channel is broadcast
in Donetsk and Lugansk Oblasts.
• Digital Ventures is an internet holding, which is developing
a large horizontal portal, www.tochka.net.
• Media Partnership is a sales house, which has the exclusive
rights to sell advertising air time on Ukraine Media
Group’s channels.
• Tele Pro Production Company specializes in creating
and adaptation of the television formats.
Ukraine Media Group's financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Assets 122 88.5 +37.85
Sales volume 38 36 +5.56
Net profit (loss) (37) (12) +208.33
EBITDA (31) (5) +520
SCM Group's business

Dnepropetrovsk Television Service
SCM Group owns a controlling (67.99%) share in Dnepropetrovsk
Television Service (Channel 34). Currently, the channel
is not integrated into Ukraine Media Group.
Segodnya Multimedia Publishing
Holding
SCM Group’s publishing business is consolidated under
the Segodnya Multimedia holding, which is responsible for
the strategic management of the following print and online
media:
• Segodnya newspaper – a national socio-political daily
newspaper with 7 regional editions in Kiev, Odessa,
Kharkov, Donetsk, Dnepropetrovsk, Lvov, and Simferopol.
Average daily circulation – 94,400 copies.
• Donetskie Novosti – a weekly newspaper and Donetskie
Novosti Kurier, a free advertising weekly. Distributed
in Donetsk.
• Vecherniy Donetsk newspaper – a regional edition,
aimed at a wide readership of all ages and social groups.
Distributed in Donetsk and Donetsk Oblast.
• Priazovskiy Rabochiy – large circulation socio-political
newspaper, targeting the South of Donetsk Oblast. Distributed
in Mariupol and Donetsk Oblast.
• RIO newspaper – positioned in the inexpensive TVguides
segment; promoted as an attractive advertising
medium. Distributed in Donetsk and Donetsk Oblast.
Segodnya Multimedia's financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Assets 24 26 –7.69
Sales volume 10 9 +11.11
Net profit (loss) (2) 2 –200
EBITDA (1) (1) -
48
• Dom Sovetov newspaper – entertainment edition featuring
practical advice regarding: housekeeping, gardening,
growing vegetables, cuisine, fashion, home
remedies, growing flowers. Distributed in Mariupol and
adjacent areas.
• Privet, Rebyata! newspaper – youth-oriented edition.
Distributed in Mariupol and Donetsk Oblast.
• Priazovye Sport newspaper – regional sport edition.
Distributed in Mariupol.
The holding also has two own production facilities, in Vyshgorod
(Kiev Oblast) and in Mariupol (Donetsk Oblast) which
offers a range of full-color printing services.
Segodnya Multimedia also manages the following onlineportals:
www.segodnya.ua, www.dnews.donetsk.ua,
www.pr.ua, www.vecherka.donetsk.ua.
Investments
The total volume of Segodnya Multimedia’s investments
in business development amounted to $1m.

Focus points of the year
Ukraine Television Channel
By the end of 2011, Ukraine Television Channel increased its
audience share by 12%, compared to 2010 (Gfk Ukraine).
With 11.39% audience share and a 1.8% rating, the channel
ranked #2 among Ukraine’s general interest channels
(18+ audience in cities with population 50,000+).
Among the Channel’s most successful projects in 2011 were:
• Events – informational and analytical program (average
audience share 15.1%, rating 4.2%);
• Critical Point – journalist investigation program (average
audience share 12.65%, rating 2.6%);
• Events of the Week with Andrey Danilevich – analytical
program (average audience share 12.64%, rating
4.43%);
• Marusya – television show (audience share 10.62%,
rating 4.14%).
The share of the Channel’s own TV production was 60%.
Football Television Channel
In 2011, Football Television Channel had the following indicators:
1.94% audience share, 0.15% rating (male audience
18+ in cities with population 50,000 plus, Gfk Ukraine).
Donbass Television Channel
Donbass Television Channel launched satellite broadcasting.
The intended audience growth is 3m viewers.
In 2011, Donbass Television Channel had the following indicators:
0.25% audience share, 1.69% rating (Donetsk audience,
Gfk Ukraine).
49
Digital Ventures
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
The average monthly audience of tochka.net portal in 2011
was 2.2m users, while the average monthly coverage
of Ukraine's internet audience was 15.21% (Gemius Audience).
Segodnya Newspaper
Segodnya ranks first by the single issue audience among
all daily newspapers in Ukraine and among all newspapers
in Kiev (TNS Ukraine). The newspaper's single issue audience
grew by 47% to 1.6m readers.
The average circulation of Segodnya Newspaper is 94,400
copies.
The revenue from printed newspaper sales in 2011 grew by
17.3% – from $4.5m to $5.36m, while the advertising revenue
grew by 15.2% – from $1.95m to $2.25m.
The audience of www.segodnya.ua portal covers 10%
of Ukraine's internet audience (Gemius Ukraine), securing
Segodnya the leadership position on the national rating
of news portals, as a result, the revenue from advertising on
the portal grew by 153.2% – from $0.13m to $0.319m.
In May, Segodnya Crimea regional edition was launched, followed
by Western Ukraine. Today – in September.
In December, Segodnya Multimedia press-studio opened.
The press-studio is a modern media platform, offering
a range of services.
SCM Group's business

Real estate. ESTA Group
ESTA Group is the holding company managing SCM’s real
estate assets and one of the largest players in Ukraine’s real
estate market. Among the Group’s main business areas are:
commercial property; including office centers, logistics centers,
shopping malls, and hotels.
ESPV Limited (Cyprus) performs the holding company functions.
ESTA Property Management manages the completed and
operational real estate projects.
Investment real estate projects:
• Donbass Palace Hotel – a five-star hotel in the center
of Donetsk. Total rooms: 129.
• Opera Hotel – a five-star hotel in the center of Kiev. Total
rooms: 137.
• Leonardo Business Center (second line) – a multi-functional
complex in the center of Kiev. Total area: 38,000
square meters.
• Office center at Kudryavskaya Street, Kiev. Total area:
1,820 square meters.
• Office center at Postysheva Street, Donetsk. Total area:
14,500 square meters.
Ongoing 16 real estate projects:
• Park Inn Hotel by Radisson Donetsk – a four-star hotel.
Total rooms: 172. Total investment – $15m. ESTA Group
owns a 50% share in the project.
• Kiev’s Central Univermag Shopping Mall – a project with
unique location in the center of Kiev, at the intersection
of Khreshchatik and Bogdana Khmelnitskogo Streets.
Total area: 45,000 square meters. Total investment –
$100m.
50
• Pushkinskiy multi-functional complex in the center
of Donetsk. This is a class A project with the total area
of 52,600 square meters. Total investment of $130m.
• Andreyevskiy multi-functional complex on Frolovska
Street in Kiev, with the total area of over 70,000 square
meters. Total investment $200m.
Real estate projects at development stage:
• Business center at Moskovskaya Square, Kiev. Total area:
3 hectares.
Land plots:
16 The ongoing projects are the projects being implemented during the reporting period.
• Land plot in Dnepropetrovsk, Karl Marx Street. Total
area: 0.15 hectares.
• Land Plot in Donetsk, Leninskiy Avenue. Total area: 4
hectares.
• Land Plot in Kerch. Total area: 1.4 hectares.
• Land Plot in Yalta, Dzerzhinskogo Street. Total area: 1.85
hectares.
• Land Plot in Pluty Village, Kiev Oblast, Koncha-Zaspa
suburban district. Total area: 45 hectares.

Investments
The total volume of investment in ESTA Holding's business development
in 2011 amounted to $100m (excluding M&A).
Focus points of the year
In March, Stolichny TSUM LLC completed the purchase of Kievsky
TSUM Trading House LLC and M-Service LLC. Completion
of the transaction will allow to begin the Kiev's Central
Univermag Shopping Mall reconstruction project, resulting
in the twofold increase of the shopping mall's area – to 45
square meters.
51
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
ESTA Group's financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Assets 527 370 +42.43
Sales volume 31 26 +19.23
Net profit (loss) 17 15 +13.13
EBITDA 5 6 –16.67
In October, ESTA signed an agreement with Rezidor Hotel
Group for the transfer of the management rights to Kiev Hotel
in Donetsk to the latter. Kiev Hotel will be further managed
under Park Inn Hotel by Radisson Donetsk name. The total
number of rooms at the hotel is 172. The hotel will start receiving
guests in the first half of 2012.
In December, ESTA Holding purchased a 50% share in the
second line of Leonardo Business Center in Kiev.
ESTA Holding created a division to be in charge of developing
the Group's hotel business, particularly, developing ESTA's
hotel projects portfolio, increasing its effectiveness, as well as
raising hotel service quality standards.
SCM Group's business

Clay mining. United Minerals Group
United Minerals Group Ltd. (UMG) manages SCM Group's
assets in clay mining. UMG is Ukraine's largest supplier
of white ball clay. The production capacity of the company's
enterprises is approximately 3.6m tonnes per year, while
the overall clay reserves of UMG's enterprises amount to approximately
300m tonnes. UMG's production facilities are
located in Donetsk and Lugansk Oblasts.
Currently, UMG holding owns the following major clay mining
companies:
• Vesko specializes in mining and processing clay. The annual
volume of extracted clay is 1.4m tonnes.
• Druzhkovskoye Mines Management specializes
in mining and processing clay and molding sand. It is
sourcing clay from the unique field with clay deposits
containing more than 30% of aluminum oxide in the
dry substance. Annual volume of clay extraction is 0.5m
tonnes.
• Ogneupornerud specializes in clay mining. Annual volume
of clay extraction is 1.7m tonnes.
• Kerammekhanizatsiya owns licenses, entitling it to explore
and mine clay reserves at Dobropolsky site (about
12.74m tonnes of clay).
• Capital-Service owns licenses entitling it to explore
and mine white ball clay reserves at the Vidny–2 (9m
tonnes) and Pokrovskoye (29.3m tonnes) sites.
The total number of employees is 1,337 people.
52
Investments
During the reporting year, UMG invested $2.3m in production
facilities' expansion, exploration works, and project approval
documentation preparation.
Focus points of the year
In 2011, the volume of clay extraction increased twofold
year-on-year – from 1.7m tonnes to 3.6m tonnes. The volume
of sales grew by 30% year-on-year – from 2m tonnes
to 2,6m tonnes.
During the reporting year, UMG made shipments to more
than 20 countries.
United Minerals Group's financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Assets 98 123 –20.33
Sales volume 124 79 +56.96
Net profit (loss) 21 31 –32.26
EBITDA 32 39 –17.95

Total clay mining volume, m, tonnes
0
2010 2011
2010
2011
Sales geography
Country Share of total sales,
%
Sales volume, thousand tonnes
Russia 28 744
Italy 19 498
Ukraine 12 322
Turkey 12 305
Spain 11 299
Belarus 6 152
Poland 6 151
Bulgaria 2 52
UAE 1 29
Other 3 91
11%
1.7
6%
12%
6%
3%
1%
2%
12%
3.6
4
3
22
1
28%
19%
Russia
Italy
Ukraine
Turkey
Spain
Belarus
Poland
53
Sales volume, m, tonnes
2.0
Bulgaria
UAE
Other
2.6
2.5
2.0
1.5
1.0
0.5
0
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
SCM Group's business

Retail trade. Ukrainian Retail
Ukrainian Retail is developing SCM Group’s retail business
under the Brusnichka brand in the Eastern regions of Ukraine.
The main goal of the company is to create and operate one
of the largest retail convenience store chains in Ukraine.
The Brusnytsya chain operates convenience (or 'neighborhood')
format stores, with floor space of 300–400 square
meters and a product range of 6,500 items. Brusnichka retail
Number of Brusnichka stores
78
54
chain includes 98 stores in Donetsk, Kharkov, Dnepropetrovsk,
Lugansk, Zaporozhye, and Poltava Oblasts.
Ukrainian Retail also owns three logistics centers with the total
area of 12,000 square meters, as well as production facilities,
which provide the stores with fresh bakery and gastronomy
products.
The total number of employees – more than 2,900 people.
Ukrainian Retail's financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Assets 109 81 +34.57
Sales volume 109 79 +37.97
Net profit (loss) (16) (10) +60
EBITDA (9) (3) +200
Investments
98
The total volume of investment in Brusnichka chain development
in 2011 amounted to $28,7m (excludind M&A).
Focus points of the year
100
In 2011, Brusnichka launched a new retail format – freshmarket.
During the reporting year, 16 new freshmarkets were
75
50
25
0
Sales volume, $, m
124.06
91.24
2010 2011
2010
2011
130
97.5
32.5
opened and 11 more were restyled. The chain also opened 8
regular Brusnichka stores.
The chain launched its own private label products in the midlevel
price range under Brusnychna Collection.
In 2011, the sales volume increased 36% year-on-year –
from $91.24m to $124.06m, while the number of customers
grew by 27% – from 24.6m to 31.3m people.
65
0

Parallel manages SCM Group’s assets in the petroleum products
wholesale and retail sector. In SCM’s portfolio, this business
is represented by petrol station chains, operating under
the Parallel, Gefest, and PitStop brands.
Parallel-M, LTD serves as the managing company for the network
of 81 gas station complexes in 6 regions of Ukraine.
Parallel Nafta Ltd (Cyprus) is the holding company for SCM’s
petroleum products retailing assets.
A mini-market chain operating under ZZZIP!! brand includes
76 mini-markets and operates 15 car washes.
55
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Petroleum products retailing.
Parallel
Parallel also serves as the exclusive light oil supplier to the gas
stations it manages, and provides fuel storage and transportation
services. The company operates its own fuel testing
and quality control facilities (an accredited laboratory), qualifying
it to provide petrol product testing services.
Parallel operates two large petroleum storage depots in Donetsk
(Donetskgornefteprodukt) and Shakhtersk, as well as
a fleet of modern petrol and gas tankers.
The total number of employees is about 1,838 people.
Parallel's financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Assets 67 65 +3.08
Sales volume 381 290 +31.38
Net profit (loss) 6 10 –40
EBITDA 15 18 –16.67
Investments
The total volume of investment in Parallel's business development
in 2011 amounted to $12,5m.
Focus points of the year
The volume of petroleum products' sales amounted to
298,300 tonnes.
In 2011, Parallel opened 13 gas station complexes under Parallel
brand and rebranded another 7 gas station complexes.
Parallel won the tenders for the supply of gasoline and diesel
fuel to a number of companies: PES-Energougol, Lisichanskugol,
Donetskgeologiya, DRSU, Donetskoblenergo, etc.
The total volume of fuel sales, resulting from the stated tenders
amounted to $21m.
In September, Parallel began fuel shipments to Neftepromgorg,
which manages a chain of 20 gas stations in Donetsk
and Lugansk Oblasts.
The share of mini-market sales in the total Parallel's sales volume
amounted to 4.6%.
SCM Group's business

Pharmaceuticals.
Ukrainian Pharmacy Holding
Ukrainian Pharmacy Holding owns and manages at network
of 200 pharmacies, serving over 30,000 customers daily.
38 pharmacies are operating under the Zdravitsa brand,
111 pharmacies under Dobri Liky brand, and one pharmacy
under Tsentralnaya brand. The remainder of the pharmacies
are currently operating without a unified brand, but will
be rebranded under the Dobri Liky brand. Ukrainian Pharmacy
Holding is also actively developing the small-batch pharmaceutical
retailing format.
The Zdravitsa chain offers a wide assortment of the quality
pharmaceuticals, personal hygiene items, cosmeceuticals,
children’s food, and cosmetics. The pharmacies also offer
a high level of professional service and a wide range of additional
services, including consulting assistance.
56
The Dobri Liky chain is a new, developing, socially-oriented
network of pharmacies, formed on the basis of the previously
unbranded pharmacies. The differentiating factors of this
chain are low prices and wide product range. The chain has
also undertaken to service customers with reduced-price
prescriptions, as well as serving customers covered by State
Social Insurance Fund's insurance programs against industrial
accidents in Donetsk Oblast.
Tsentralnaya is a premium-class pharmacy.
The total number of employees is about 936 people.
Ukrainian Pharmacy Holding's financial indicators
Indicators, $, m 2011 2010 Dynamics, %
Assets 21 17 +23.53
Sales volume 53 16 +231.25
Net profit (loss) 0 0 -
EBITDA 2 1 +100
Investments
The total volume of investment in the development
of the pharmacies, managed by the Ukrainian Pharmacy
Holding, amounted to $9m (excluding M&A).
Focus points of the year
In 2011, Ukrainian Pharmacy Holding opened 8 Zdravitsa
pharmacies and 98 Dobri Liky pharmacies.

Vega Telecommunications Group (Vega) is one of Ukraine’s
largest private fixed-line, broadband access, and data transfer
operators.
Vega possesses a full range of licenses to provide fixed-line
services across Ukraine. Services include local, inter-city, and
international telephone connection, broadband connection,
as well as transmission channel rental.
Vega provides services in 47 cities and 2 population centers,
in 20 Oblasts of Ukraine, with a full range of services (fixed-
Telecommunications.
Vega
57
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
line telephone connection, broadband internet access, and
data transfer) available in 38 population centers of Ukraine.
Vega has also developed its own powerful country-wide
baseline network.
Operational management of Vega is undertaken by Farlep-
Invest.
The total number of employees – 2,254 people.
Vega Telecommunication Group's financial indicators
Vega Telecommunication Group's 2011 2010 Dynamics, %
Assets 111 94 +18.08
Sales volume 89 93 –4.49
Net profit (loss) (4) (7) –42.86
EBITDA 14 20.8 –32.69
Investments
The total volume of investment in Vega's network construction
and upgrade amounted to $6.7m.
Vega completed its radio relay network upgrade project in 6
Oblasts of Ukraine. As a result, the data transferring capacity
of the network increased (from 34 to 100 mb/second)
and coverage expanded to include Kharkov, Cherkassy, Volyn,
Khmelnytsky, Zhitomir, and Chernigov Oblasts. The new
and the upgraded parts of the network allow to decrease
the maintenance costs and to prepare the network to satisfy
the constantly growing demand for services.
Focus points of the year
During the reporting, year, Vega's services included: 26,555
fixed connection lines, of which 9,684 to individua clients
and 16,871 – to corporate clients. The resulting number
of the subscriptions amounted to 616,813 (388,285 – individual
clients, 228,528 – corporate clients).
The number of new subscriptions to the internet service was
39,126, of those 31,527 – by individual clients, 7,599 – by
corporate clients. The resulting overall number of the subscriptions
amounted to 143,565 (116,115 – individual clients,
27,450 – corporate clients).
The growth in broadband internet subscriptions in 2011 was
12.8% year-on-year.
Vega launched its broadband internet access services
in Khartsyzsk and Kramatorsk (Donetsk Oblast). IPTV service
was launched in test mode in Donetsk, Mariupol, Makeyevka,
and Odessa.
Vega launched corporate IP telephony-based corporate solutions
for medium and small business.
Vega launched fixed line connection services in Brovary (Kiev
Oblast).
SCM Group's business

SCM Sport.
FC Shakhtar and Donbass Arena
Shakhtar Football Club
FC Shakhtar was founded in 1936. The club won the Ukrainian
Championship (2002, 2005, 2006, 2008, 2010,
2011), the Ukraine Cup (1995, 1997, 2001, 2002, 2004,
2008, 2010, 2011), the Ukraine Super Cup (2005, 2008,
2010) and the UEFA Cup (2009).
The football club has a well-developed sporting infrastructure
that includes, among others, a modern training base and
a football academy.
Donbass Arena Stadium
Donbass Arena is the first stadium in Eastern Europe to be
designed and built in compliance with UEFA’s 5-star standard.
The overall investment in the stadium and landscaping
the surrounding park amounted to $400m.
Donbass Arena is the home stadium of FC Shakhtar, as well as
the cultural center of Donbass’ regional capital, Donetsk. The
stadium’s building features restaurants, lounge-bar, dozens
of fast food restaurants, a fitness center, as well as a fan cafe,
a museum and FC Shakhtar’s brand giftshop. On days when
Donbass Arena is not hosting football games, it hosts a wide
range of events: concerts, shows, assemblies, presentations,
press-conferences, and formal receptions. The stadium also
receives international conferences and exhibitions.
Focus points of the year
During 2010/11 season the priorities of FC Shakhtar's transfer
policy included stabilizing the productive connection
among the players and preserving the existing team composition,
which is why the club maintained the main set of players
between seasons.
58
FC Shakhtar's financial indicators
Source of income, $, m Season Season
2010/11 2009/10
Permanent and temporary
transfers of players
17.07 47.1
Income from UEFA 24.47 6.66
Commercial activity 21.21 16.2
Total: 62.75 69.96
FC Shakhtar's incom from commercial activity
Source of income, $, m Season
2010/11
Season
2009/10
Sponsorship and advertising 6.78 5.9
Sale of tickets and seasonal
passes
6.15 3.27
Corporate lounges 5.02 4.27
Branded products 2.76 2.26
TV broadcasting rights 0.5 0.5
Total: 21.21 16.2
The successful performance in the League of Champions and
entering the 1/4 of the final competition allowed the Club to
grow revenues from UEFA in 2011 more than twofold – from
$13m to $31m.
The total revenue from sponsorship and advertising in 2011
amounted to $45.2m ($4.4m in 2010).

Associated companies are businesses where SCM Group,
in its role as an investor, is capable of significant influence
(SCM’s share in such companies ranges between 25% and
50%). In its associated companies, SCM participates in defining
financial and operational policy, but does not exercise
full control. SCM is involved in defining financial and operational
policy of these associated companies through its representation
on the Supervisory Boards.
Metals and mining
Zaporozhkoks (Zaporozhye Coke and Chemical Plant)
– Ukraine’s leading coke and chemical enterprise with a full
technology cycle for chemical-recovery and product processing
– 24.99% share.
Krivoy Rog Iron Ore Plant – Ukraine’s largest producer
of commercial grade iron ore – 50.00% share.
Donetskkoks (Donetsk Coke and Chemical Plant) – one
of Ukraine’s largest coke and chemical enterprises, producing
over 20 products – 37.51% share.
Dokuchayevsk Flux and Dolomite Plant (DFDK) – one
of Ukraine’s largest mining and processing enterprises, specializing
in fluxing limestone and dolomite extraction and
processing, and the largest producer of fired dolomite for
metallurgy. It is also the only plant in Ukraine to produce
powders for refractory materials – 50.00% share.
Novotroitskoye Mines Management – a large mining enterprise,
specializing in limestone and dolomite extraction
and processing for metallurgy, refractory, glasswork, and
sugar industries – 50.00% share.
Krivbasszvryvprom Explosives Company – an industrial
production enterprise specializing in blasting works at open
casts of Ukrainian mines. It is also a large producer of emulsified
and hydrolabile explosives – 50.00% share.
Zaporozhstal – one of Ukraine’s large producers of hotrolled
and cold-rolled coil – 24.9% share.
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Associated companies
Energy
Dneproenergo – Ukraine’s second largest electric power
producer. Dneproenergo’s production facilities include three
thermal power plants (TPP) – Zaporozhskaya, Krivorozhskaya,
and Pridneprovskaya – with a cumulative installed capacity
of 8.2 GW•hour, amounting to 30% of the total installed
capacity of all TPP’s in Ukraine – 49.44% share.
Donetskoblenergo – a modern, technological, electric
power distribution company with its own electricity grid;
a reliable electricity supplier to Donetsk Oblast. The overall
length of the company’s high voltage transmission lines is
69,400 km. The cumulative installed capacity of the company’s
transformer substations is 8,458 MBA – 31.28% share.
Zapadenergo – one of Ukraine’s largest electric and thermal
power producers. The company manages Burshtynskaya,
Ladyzhinskaya, and Dobrotvorskaya TPP’s, as well as Galremenergo,
Lvovenergospetsremont, and Zapadenergopostavka
service companies. The cumulative installed capacity
of the stated companies is 4,707.50 MW – 25.84% share.
Vanco Prykerchenska Ltd. (British Virgin Islands) – performs
deep sea oil and gas exploration and drilling at Prikerchensky
field of the Black Sea continental shale – 33.5%
share.
Telecommunications
Astelit – a national operator, providing mobile communication
services to GMS 900 and GSM 1800 standards, operating
under the life:) brand – 44.96% share.
MMDS Ukraine – a telecommunications company providing
digital television services and internet access, based on
MMDS (Multichannel Multipoint Distribution System) –
25.00% share.
SCM Group's business

Sustainable
development
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SCM GROUP PUBLIC REPORT
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We believe that business and social goals are
closely connected, since the quality of the social
sphere largely depends on the level of business
development. During the last years, the scale
of SCM Group's business has grown, resulting
in even greater influence on the Ukrainian
society. This is why the social wellbeing
of the communities in the regions of our presence
is at the core of our sustainable development
concept.
Sustainable development

Our main social goal is to make the regions of our presence
as convenient for living as possible, not only by the local,
but also by the European standards. We strive to provide our
employees with good and safe working conditions and to increase
our productivity to the extent that our enterprises are
capable of paying salaries, comparable to those in Eastern
European countries.
Achieving the social goals we set before ourselves is the prerequisite
to achieving our business results, since it allows us
attracting and retaining the best talent, managing our business
risks, and making large-scale investments in the upgrade
of our equipment.
To maximize our contribution to Ukraine’s socio-economic
development, we do the following:
• Follow the principles of sustainable development
in our operations. How we achieve our ambitious
results is no less important to us than what those results
are. In the operational planning for our enterprises we
take into consideration the specific interests of the local
communities and the Ukrainian society overall.
• Implement social projects, which create practical
value to the society. Our goal is not to duplicate
the government’s efforts, but to complement the ongoing
state-run social programs, where necessary. Particularly,
we are focused on education, health, energy efficiency
and local business development. We always take
into consideration the priorities and the needs of the local
communities where our enterprises operate.
We believe that:
• Safety and proper working conditions are the foundation
of the sustainable approach to business.
• By investing in our employees’ development, we help
them grow professionally.
• By implementing production efficiency programs,
we bring our enterprises, and Ukraine’s economy as
a whole, closer to comply with the international standards
– particularly in energy consumption and greenhouse
gasses’ emissions. For the local communities, this
approach means cleaner air and water, as well as preserved
biodiversity. For hundreds of thousands of our
employees increased production efficiency means higher
wages.
62
Business ethics and corporate
governance
Our long-term success is founded on the unified rules for all enterprises
of SCM Group, as stated in our Code of Ethics, as well
as the responsible approach to doing business, regular reporting,
and constant dialogue with our stakeholders. Following these
rules is mandatory for all SCM Group employees – from the CEO
to the workers at our enterprises. Every company at SCM Group
regularly discloses information about its business, indicators, and
contribution to the local community development.
Our employees
SCM Group is the largest employer in Ukraine – with more than
260,000 people working at its companies and enterprises.
Our people are at the core of SCM’s sustainable development
strategy, since without the strong dedicated team we would
not be able to achieve the ambitious results and to be successful
in the long term.
We attract the talented professionals and provide them with
career growth opportunities.
We try to be the priority employer for the young generation,
as well as for the seasoned professionals. We believe in the
principles of succession and transparency in our relations
with employees.
We invest heavily in our personnel education and development
– at all levels of SCM Group, s well as provide for
the proper working conditions and quality medical care for
our employees. The average salary level at SCM Group is
twice the size of the average salary in Ukraine.
Our ongoing projects for employees:
• At DTEK Academy, a corporate university, employees
and managers enroll in the programs, tailored to their
needs jointly with the professors of well-known business
schools, with London School of Business and Kyiv-Mohyla
Business School among them.
• Metinvest, in partnership with Russia’s leading business school,
operates the integrated development program, targeting
the employees from the company’s succession pool.

Occupational safety
We aim at achieving zero number of accidents at our industrial
enterprises and set equally ambitious goals before our
subcontractors and suppliers.
Our goal is not only investing in the technological safety
of our enterprises, but also helping our employees step by
step to change their attitude to safety – their own and that
of their colleagues.
Our main health and occupational safety goals:
• shaping the responsible attitude of our employees to occupational
safety and their own health;
• creating safe working conditions and providing our
workers with the necessary modern safety gear;
• preventing the professional illnesses.
Our ongoing strategic initiatives, aimed at improving
the working conditions and raising the occupational safety
level:
• Metinvest and DTEK implemented the corporate standard
of Safety Audits at their enterprises. Following this
standard, the top managers of all levels regularly visit
the production facilities, in order to check on the safety
of the working conditions.
• Metinvest is implementing the corporate standard
of safety for its subcontractors.
• Metinvest and DTEK implemented the new corporate
standards for the safety gear.
Our ongoing health programs:
• Metinvest implemented the corporate health care strategy
with the three main components: first aid, encouraging
healthy lifestyle, and occupational health.
• DTEK began to implement the Occupational Medicine
project, aimed at improving health and safety of miners
in the Eastern Ukraine.
The total volume of investment by SCM Group’s industrial
holdings in occupational safety in 2011 amounted to
$170m.
63
Environment
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Our goal is to minimize the environmental footprint of our
industrial enterprises, especially the emissions of greenhouse
gasses. SCM Group’s dedication to the sustainable approach
to business development helps us to manage environmental
risks.
Most SCM Group’s enterprises were built during the soviet
era, when sourcing raw materials and selecting the sites for
industrial construction was planned without any consideration
of the possible environmental footprint. As a result,
the production cycles of SCM’s industrial enterprises influence
the environment in the regions of our presence. Metinvest
and DTEK have been mitigating the results of this obsolete
approach to environment by implementing long-term
investment programs, aimed at decreasing the level of emissions
and at the environmental rehabilitation of the local territories.
Maintaining the environmental balance is at the foundation
of our dialogue with the local communities and the local authorities.
We constantly work on preserving the environment
and on maintaining the certain level of comfort at the territories
where our enterprises operate.
Our environmental protection principles:
• preservation and rational consumption of the natural resources,
including energy resources;
• minimizing and preventing the negative impact of our
production cycles on the environment;
• monitoring the environmental footprint of SCM Group’s
industrial enterprises;
• facilitating the adaptation of the international environmental
protection standards in Ukraine;
• partnering with the local authorities and the local communities
within the framework of the environmental
initiatives.
SCM Group’s key industrial enterprises have successfully implemented
the modern environmental management system,
compliant with ISO 14001 standards, as well as the environmental
policies are functioning at our industrial holdings.
Sustainable development

Our main environmental activities:
• reducing harmful emissions;
• preservation and rational consumption of water;
• rational use of land;
• utilization of waste;
• preserving biodiversity;
• fighting climate change;
• shaping the environmental culture;
• participation in regional, national, and industry environmental
programs.
Metinvest and DTEK are implementing the following longterm
equipment upgrade programs, aimed at resulting in the
cleaner environment:
• Metinvest continued the implementation of metallurgical
production modernization program, intended to
lower the environmental impact of its enterprises. In
2011, Azovstal Steel Plant completely switched from
the open-hearth blast furnaces to oxygen converters for
steel production, which will improve the plant’s environmental
indicators.
• Vostokenergo (DTEK) continued the reconstruction of its
power-generating units, intended to improve the quality
of emissions purification from dust, sulfur oxides, and
nitrogen.
SCM Group’s industrial enterprises also work on joint implementation
projects within the framework of Kyoto Protocol
mechanisms.
Environmental culture
Environmental problems stimulate us to revisit our way of doing
things and provide us with an opportunity to change our
behavior and, therefore, our environmental footprint. We
believe that the environmental culture should be based on
the responsible behavior – not only of the companies and
their employees, but also of the local communities where
the companies operate.
We hope our environmental projects create the necessary
foundation to fully integrate our stakeholders and local communities.
Our ongoing environmental culture projects:
64
• Healthy Environment Is Everyone’s Business – an environmental
education program, focused on energy- and
resource- efficiency; fighting climate change; involving
the local communities in resolving their city’s environmental
problems; as well as on facilitating environmentally
friendly behavior (Metinvest).
• Green Office – a program, focused on facilitating rational
and careful consumption of the office resources
(SCM).
Energy efficiency
Increasing energy efficiency and facilitating the rational consumption
of energy resources are among SCM Group’s priority
goals. Our industrial enterprises implement large-scale
investment programs, aimed at increasing energy efficiency
of production.
Our principle in energy efficiency – constantly decreasing
energy consumption by using energy conservation technologies
in all spheres of our activity.
Our key activities in energy efficiency:
• upgrade of industrial equipment;
• use of energy saving technologies;
• implementation of energy saving programs.
SCM Group’s strategic goal is to make our production facilities
as energy efficient as possible. This will allow us decreasing
the prime cost of production, as well as minimizing our
environmental footprint, including harmful emissions.
Our ongoing energy efficiency programs (Metinvest and
DTEK):
• improving energy efficiency management systems;
• annual energy efficiency program development and
implementation;
• improving energy resources consumption accounting
systems at the industrial enterprises, aimed at lowering
the overall consumption;
• implementing energy saving technologies within
the framework of the ongoing equipment upgrade programs.
All our projects, aimed at increasing energy efficiency of industrial
production, as well as at developing environmental

culture and raising the society’s awareness of the matters related
to climate change and effective use of energy resources,
are united under Energoeffektivnost.UA program. One
of such projects is Ukraine Energy Index, launched in April
2011. The project allowed mapping the energy efficiency
potential of Ukraine’s Oblasts, as well as evaluating the effect
of the implemented energy efficiency projects. The index
also made it possible to define the priority areas, in which
the energy efficiency projects could bring maximum value.
Details are available at www.energy-index.com.ua. Details
about Energoeffektivnost.UA program are available at www.
energo.scm.com.ua.
Local communities
Cooperation with the local communities in the regions where
our enterprises operate, is the core element of SCM Group’s
strategy, since most of our enterprises are the biggest employers
and taxpayers in those regions. This creates strong
connection between our business and the local communities.
We believe that in the regions where our enterprises are
town-forming, the condition of the infrastructure, utilities
sector, healthcare, education, culture, and sport significantly
impacts the quality of our employees’ life and, therefore,
the way our enterprises operate.
In order to resolve the local social issues and boost the development
of the regions where we operate, we made a decision
in favor of social investments within the framework
of the social partnership agreements. We are rather thorough
in selecting the areas for social investment: we analyze
the local social structure; we involve the local stakeholders,
including the authorities and the NGOs; and we prepare
the list of projects for the joint funding and implementation
under the social partnership agreements.
Since 2008, DTEK has been implementing social programs
under the social partnership agreements. As of 2011, such
agreements were signed with 19 cities and 4 regions of Donetsk,
Dnepropetrovsk, Zaporozhye, Vinnitsa, Lugansk, Lvov,
and Ivano-Frankovsk Oblasts. The priority social investment
areas are energy efficiency and utilities, healthcare, social infrastructure,
local business development, education, culture,
and sport.
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SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
In 2011, Metinvest began to implement its social investment
strategy, which defined a range of corporate social programs
for further funding and execution.
During the reporting year, SCM Group united all its social
projects under a Social Partnership Program, involving
not only our enterprises, but also the local authorities and
the population in the regions of our presence.
Our priority social investment areas:
• developing the regions of our presence: infrastructure,
education, healthcare, culture, and sport;
• developing local business;
• environment and energy efficiency;
• corporate volunteering.
At the foundation of our Social Partnership Program lies
the principle of finding holistic solutions to the social problems
in the regions of our presence, as well as a result-oriented
approach and active involvement of the local communities
in our projects.
In 2011, SCM Group’s enterprises implemented more than
300 projects in more than 50 residential areas in 8 Oblasts
of Ukraine. The total volume of investment in the 2011 social
projects amounted to $13m.
Healthcare
SCM invests in healthcare projects in the regions where its
enterprises operate, since the state-owned medical infrastructure
is practically worn out and requires immediate restoration
and upgrade.
Our goal is to provide access to high quality medical infrastructure
not only for our employees, but also for the citizens
in the regions of our presence.
Our ongoing projects in healthcare:
• DTEK participates in Telemedicine national project implementation.
The project is aimed at creating the all-
Ukrainian telemedical network, to provide access to
quality medical assistance to the local population, including
the citizens from the remote regions, using
the modern technologies.
Sustainable development

• Funding and supporting programs for the medical institutions
in the regions of our presence.
Education
We invest in this area, since quality professional education allows
preparing the future professionals, as well as forming
the proper business environment in the country.
Our ongoing education programs:
• Modern Education national program, aimed at bringing
the quality of education at the Ukrainian universities to
match the needs of the real economy sector. The program
is based on the specific actions, intended to improve
the quality of higher education in Ukraine in terms
of complying with the modern labor market demands.
The program consists of several projects: Compass university
rating - determines education at which universities
offers the best practical value and job prospects; FormulaS
– open master-classes for students, conducted by
SCM top-managers. In 2011, the new project, Passport
of the Profession, was added to the program. The project
goal – contribution to creating the new type of professional
standards in Ukraine, particularly in areas of critical
importance to SCM Group’s business: mining and
metals, energy, and media.
• Joint programs with the local universities – for instance,
Azovstal Steel Plant’s School-University-Plant program
(Metinvest) and DTEK Group. Both programs are aimed
at teaching the employees the contemporary technologies,
used in Ukraine’s leading companies.
• Programs, aimed at supporting the regional education
institutions.
Local business development
We realize that SCM Group can only grow if Ukraine’s economy
grows and local small and medium business develops.
This is why we began to work on our own projects, aimed at
developing business environment in the regions of our presence.
66
Sport
We believe that investment in the sport education for children
is the foundation of our nation’s future health. Historically,
developing local sports, especially for children, has been SCM
Group’s focus for a long time.
Our goal is to support the development of a wide range
of sporting activities by providing financial and material assistance
to the sport clubs, schools, and activities.
Our ongoing projects in sport:
• Shakhtar Football Academies for Children – youth football
development program (Metinvest).
• Supporting sport activities and schools in the regions
of our presence.
Corporate volunteering
We encourage our employees to participate in improving
the quality of life of the vulnerable population categories.
We support our employees’ voluntary participation in various
social projects for orphaned and sick children, war veterans,
and other unprotected constituents.
Joint projects with the Foundation for
the Development of Ukraine
SCM implements social projects jointly with the Foundation
for the Development of Ukraine, founded in 2005 as SCM’s
corporate foundation. In 2008, the foundation changed its
status to the personal foundation of SCM’s Shareholder –
Rinat Akhmetov. The Foundation’s priority areas are modern
education, health, cultural heritage, and targeted assistance.
When participating in joint projects with the Foundation for
the Development of Ukraine, we offer to our employees an
opportunity to make their personal contribution to tackling
the important social issues. For instance, annually, before
the Children’s Day, our employees participate in the fundraising
drive, aimed at helping the children in need of special
care.

The following projects SCM Group implements jointly with
the Foundation for the Development of Ukraine.
Digital future of journalism. The project is aimed at educating
the journalists, willing to embrace the digital culture
and to develop their newsrooms, according to the latest tendencies
in the world media industry. The classes are being
held on the premises of the National University Kyiv-Mohyla
Academy.
Telemedicine. The initiative is being implemented within
the framework of the national project called “Cancer is treatable.
Modern diagnostics and treatments in oncology” and
implies the unification of the existing efforts in the telemedicine
area of the Ministry of Health of Ukraine, National Academy
of Medical Sciences of Ukraine, MTS Ukraine, and DTEK.
The initiative’s goal is increasing the access of the citizens
in the Oblast centers and in the remote areas to highly specialized
medical care, using telecommunication technologies.
Targeted Assistance. The project implies providing financial
aid to the needy and those who found themselves in difficult
life situations. The assistance is primarily allocated for the expensive
and complex medical treatments, not provided in full
by the government programs and funding.
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SCM GROUP PUBLIC REPORT
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Sustainable development

Key postreporting
period
events 2012
January
69
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
SCM was declared one of the most attractive
companies to work for, according to the results
of Ernst & Young's annual 'Best Employer,
Determined by the Experienced Job Candidates'
survey.
Segodnya Multimedia presented a joint project
with The New York Times – Ukraine and The
World 2012. Global Agenda magazine. The
first issue summarized the results of 2011 and
described the main world tendencies of 2012
in politics, geopolitics, economy, culture, IT, and
sport, as well as featured the best photos from
The New York Times for 2011.
Key post-reporting period events 2012

Gorlovskiy Mashinostroitel Engineering Plant (Mining Machines
Group) successfully passed the re-certification audit
to comply with ISO 9001:2008 standard.
DTEK won the tender of the State Property Fund of Ukraine
for the sale of a 40% share in Donetskoblenergo. The purchase
price was $58m. As a result, DTEK acquired a 71.34%
share in the company.
DTEK signed an agreement with the State Property Fund
of Ukraine for the purchase of a 45% stake in Zapadenergo
at $242m – $4.32m higher than the price, determined
by the independent valuator. As a result, DTEK acquired
a 70.94% share in the company.
February
DTEK signed a 3-year, $110m multi-currency revolving credit
facility with Ukrsotsbank. The funding will be used for the replenishment
of DTEK's working capital.
DTEK signed a 3-year, $150m line of credit with UniCredit
Bank Austria AG. The funding will be used for the general
corporate purposes, including working capital replenishment
and financing capital repairs, in line with the company's longterm
development strategy.
March
DTEK Holdings B.V. acquired a 95.4% share in Belozerskaya
Mine.
Metinvest and Krivoy Rog City Council signed an agreement
for long-term cooperation and joining efforts in resolving
the local social issues. Signing the agreement was a part
of Metinvest's new social policy. The overall investment volume
in the city's social programs in 2012 was increased twofold
– to $5m.
70
DTEK signed an agreement with the State Property Fund
of Ukraine for the purchase of a 25% share in Dneproenergo
for $147m ($0.68m higher than the price, offered
by DTEK at the privatization tender on January 11, 2012).
The price of the share was determined by the independent
valuator as of March 1, 2012. The initial purchase price
of $147m was set by the State Property Fund of Ukraine. As
a result of the transaction, DTEK acquired a 72.93% share
in Dneproenergo.
Dneproenergo completed the certification of its occupational
safety and environmental management systems to comply
with OHSAS 18001:2007 and ISO 14001:2004 standards.
SCM Group completed a number of corporate transformations,
aimed at increasing transparency and investment attractiveness
of its business.The transformations were aimed
at separting the functions of business management and
ownership. As a result, SCM Company will be performing
a strategic management function, while SCM Holding Limited
(Cyprus) will be performing an ownership funcion of all
SCM Group's assets. Since 2012 all shares of SCM Company
and SCM Holdings Limited are directly owned by Rinat Akhmetov
(previously Rinat Akhmetow owned SCM Holdings
Limited indirectly, through SCM Company).
April
HarvEast holding signed a $7m, 5-year leasing agreement
with OTP Leasing. The funding will be used to upgrade
the agricultrual machinery. Within the framework of the investment
program, the following will be purchased: cultivation,
tillage, and seeding machinery, as well as harvesting
and storage equipment.
DTEK won the tender of the State Property Fund of Ukraine
for the sale of a 50% share in Dneprooblenergo with the purchase
price of $82.6m. Upon completing the transaction,
DTEK acquired a 51.505% share in the company.

SCM, Metinvest, and DTEK presented the Social Partnership
Program, uniting all sustainability initiatives of SCM Company
and its businesses, focused on the infrastructural and
business development, as well as education, health, environment,
energy efficiency, culture, and sport in their regions
of presence. In 2012, more than $20m will be allocated for
the Program funding.
SCM launched an online portal (www.sustainability.scm.
com.ua) with consolidated information on all CSR and sustainability
initiatives of the Group.
ESTA Group opened Park Inn by Radison hotel in Donetsk,
managed by The Rezidor Hotel Group.
71
May
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
DTEK signed an agreement with the State Property Fund
of Ukraine for the purchase of a 45% share in Krymenergo
for $31m. As a result, DTEK acquired a 57.49% share in Krymenergo.
Key post-reporting period events 2012

System Capital Management
Ukraine, 83001,
Donetsk, Postisheva Str. 117
Tel: +38 062 388 50 37
E-mail: scm@scm.com.ua
www.scm.com.ua
Mining and Metals
Metinvest
Ukraine, 83048,
Donetsk, Artema Str. 130,
Business Center “Donetsk City”
Tel: +38 062 388 16 16
E-mail: metinvest@metinvestholding.com
www.metinvestholding.com
Energy
DTEK
Ukraine, 01601,
Kiev, Mechnikova Str. 2а,
Business Center “Parus”, 23rd floor
Tel: +38 044 581 45 39
E-mail: info@dtek.com
www.dtek.com
Financial services, banking and
insurance
First Ukrainian International Bank (FUIB)
Ukraine, 04070,
Kiev, Andreevska Str. 4
Tel: +38 044 231 70 00
E-mail: info@fuib.com
www.pumb.ua
Renaissance Capital Bank
Ukraine, 02002,
Kiev, Raisa Okipna Str. 8b
Tel: +38 044 496 88 96
E-mail: info@rccf.ua
www.rencredit.com.ua
72
ASKA insurance company
Ukraine, 83052,
Donetsk, Illicha Prospect 100
Tel: +380 62 348 38 00
E-mail: aska_info@aska.com.ua
www.aska.com.ua
ASKA-Life insurance company
Ukraine, 03186,
Kiev, Aviakonstruktora Antonova Str. 5, 2nd floor
Tel: +38 044 492 84 92
E-mail: office@aska-life.com.ua
www.aska-life.com.ua
Engineering
Mining Machines Group
Ukraine, 83003,
Donetsk, Goryachkina Str. 20,
Business Center “Yujnaya Palmira”
Tel: +38 062 381 53 07
E-mail: sec1@mmc.kiev.ua
www.mmc.kiev.ua
Port business
Portinvest
Ukraine, 03150,
Kiev, Bolshaya Vasilkovskaya Str. 77а
Tel: +38 044 239 18 76
E-mail: office@portinvest.com.ua
Agriculture
HarvEast Holding
Ukraine, 83008,
Donetsk, Artema Str. 51а
Tel: +38 062 311 57 57
E-mail: press@harveast.com
www.harveast.com

Media
Ukraine Media Group
Ukraine, 03148,
Kiev, Geroev Kosmosa Str. 4
Tel: +38 044 495 85 55
E-mail: info@mgukraine.com
www.mgukraine.com
Segodnya Multimedia
Ukraine, 03056,
Kiev, Borschagovskaya Str. 152b
Tel: +38 044 457 24 00
E-mail: info@segodnya.ua
www.segodnya-multimedia.com
Real Estate
ESTA Group
Ukraine, 83000,
Donetsk, Postysheva Str. 117
Tel: +38 062 381 51 21
E-mail: esta@estaholding.com
www.estaholding.com
Clay mining
United Minerals Group Limited
Ukraine, 83050,
Donetsk, Rosa Luxemburg Str. 48b
Tel: +38 062 311 88 97
E-mail: office@umgukraine.com.ua
www.umgukraine.com
Retail trade
Ukrainian Retail
Ukraine, 83003,
Donetsk, Illicha Str. 19zh
Tel: +38 062 381 58 30
E-mail: office@ur.ua
www.brusnichka.com.ua
Contacts
73
Petroleum products retailing
Parallel
Ukraine, 83037,
Donetsk, Petrovsky 4/8
Tel: +38 062 386 00 48
E-mail: post@parallel.ua
www.parallel.ua
Pharmaceuticals
Ukrainian Pharmacy Holding
Ukraine, 83059,
Donetsk, Skladskaya Str. 3b
Tel: +38 062 348 87 00
E-mail: info@aptekaholding.com.ua
www.aptekaholding.com.ua
Telecommunications
Vega Group
Ukraine, 03680,
Kiev, Fizkultury Street 30b
Tel: +38 044 230 84 30
E-mail: info@vegatele.com
www.vegatele.com
SCM Sport
FC Shakhtar
Ukraine, 83050,
Donetsk, Artema Str. 86а
Tel: +38 062 387 01 02
E-mail: feedback@shakhtar.com
www.shakhtar.com
Donbass Arena
Ukraine, 83048,
Donetsk, Cheluskintsev Str. 189е
Tel: +38 062 388 88 83
E-mail: mail@donbass-arena.ua
www.donbass-arena.com
SCM GROUP PUBLIC REPORT
CREATING SUSTAINABLE VALUE
Contacts

www.scm.com.ua,
www.scmholding.com