Exhibit 99(a)
AMENDED AND RESTATED DEPOSIT AGREEMENT
by and among
MECHEL OAO
as Issuer
AND
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Depositary,
AND
THE HOLDERS AND BENEFICIAL OWNERS
OF AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER
Dated as of [ • ] 2010
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
1
ARTICLE II APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF
SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF
RECEIPTS
6
SECTION
2.1
Appointment of Depositary
6
SECTION
2.2
Form and Transferability of Receipts
6
SECTION
2.3
Deposits
9
SECTION
2.4
Execution and Delivery of Receipts
13
SECTION
2.5
Transfer of Receipts; Combination and Split-up of Receipts
14
SECTION
2.6
Surrender of Receipts and Withdrawal of Deposited Securities
14
SECTION
2.7
Limitations on Execution and Delivery, Transfer, etc. of Receipts; Suspension of Delivery,
Transfer, etc.
16
SECTION
2.8
Lost Receipts, etc.
16
SECTION
2.9
Cancellation and Destruction of Surrendered Receipts; Maintenance of Records
17
SECTION
2.10
Pre-Release
17
ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF
RECEIPTS
17
SECTION
3.1
Proofs, Certificates and Other Information
17
SECTION
3.2
Liability for Taxes and Other Charges
18
SECTION
3.3
Representations and Warranties on Deposit of Shares
19
SECTION
3.4
Compliance with Information Requests
19
SECTION
3.5
Ownership Restrictions
20
ARTICLE IV THE DEPOSITED SECURITIES
21
SECTION
4.1
Cash Distributions
21
SECTION
4.2
Distribution in Shares
21
SECTION
4.3
Elective Distributions in Cash or Shares
22
SECTION
4.4
Distribution of Rights to Purchase Shares