Tata Steel Acquiring Corus plc:

A Case of an emerging MNE acquiring a traditional European MNE

The case of Tata Steel acquiring Corus throws up several interesting questions on emerging multinationals and traditional multinationals in the steel industry and particularly the complexities of the acquisition in the above context. What has been surprising in the above case is that how could a small steel maker, Tata Steel from a developing country like India buy up a large steel company, Corus PLC from the United Kingdom. Prior to the acquisition, Corus was four times bigger than Tata Steel. However, the operating profit for Tata Steel was $840 million (sale of 5.3 million tonnes), whereas in case of Corus it was $860 million (sale of 18.6 million tones) in the year 2006. It is also interesting to find out why a large global steel maker, Corus decided to sell itself off to a small steel maker from a developing country.

Many questioned if the Tatas were wise in acquiring Corus that had accumulated huge debt burden, made operational losses and whose share price had drastically come down. The intriguing issue of this acquisition has been on how the final bidding price of the Corus rise up to 70% over the stock price of Corus prior to the bidding. Most importantly, how did Tata Steel organize the huge capital for the acquisition? It appears that several external players participated in the acquisition process and so how were they all involved in the bidding process. Further, the issues of post acquisition are also unique in this case as the context and culture of the acquirer and the acquired companies are different.

Until the 1990s, not many Indian companies had contemplated spreading their wings abroad. An Indian corporate or group company acquiring a business in Europe or the U.K. seemed possible only in the realm of fantasy. In addition to these issues, Indian companies in general have had huge liabilities of origin in term of poor quality, service and reliability in the international markets. At the same time many the global steel industry was getting restructured from a large number of smaller steel makers to a fewer large steel conglomerates through the worldwide mergers and acquisition. The steel companies in India were also wondering on how to go about in these circumstances. In

the above context, how did the top management of Tata Steel and the Tata Group perceive the acquisition of Corus? When Tata Steel began bidding higher price on Corus plc, many wondered how the Tatas manage the huge financial deal and whether it will be good for the financial health of Tata Steel. Tata acquired Corus on the 2nd of April 2007 for a price of $12 billion making the Indian company the worlds sixth largest steel producer. This acquisition process has started long back in the year 2005. However, Corus itself was involved in a considerable number of Merger & Acquisition (M&A) deals and joint ventures (JVs) beginning in the year 2000. In a period of seven years Corus was involved in 14 deals. In 2006, the Tata first offered 455 pence per share of Corus but by the end of the bidding process in 2007, Tata offered 608 pence per share, which is 33.6% higher than the first offer. For this deal, Tata has financed only $4 billion, although the total price of this deal was $12billion. Given below are the reactio ns of Ratan Tata and B. Muthuraman on what they felt about the acquisition: Ratan Tata's opening Speech Today marks the end of a journey that commenced quite sometime ago and I think when it started Tata Steel saw a strategic fit with Corus in the UK and Netherlands, which would give it a global reach in Europe; synergies with low cost intermediates in India and when we made our first bid to acquire the company, many thought it was an audacious move because an Indian company making a bid for a European steel company much larger in tonnage size which is something that had not happened before. Source: Transcript of Press Conference for CORUS Acquisition, 31st January 2007

Muthuraman's Speech We have always been telling you that over the last three years, Tata Steel has had a strategy for this future, in terms of creating Greenfield capacities in India and one or two places internationally also where our raw materials and energy sources are available. Acquisitions in countries where raw material is not available but there are markets either developed mature or growing markets. Infact, that is the fundamental reason why we went and acquired NatSteel and Millennium steel in the last couple of years. Getting more from steel in terms of branding and distribution and finding current solutions and construction solutions and so on. Looking at logistics and how to reduce logistics cost, so there is a set of strategic objectives that Tata Steel has evolved for its journey from 2

where we are today to where we want to be in the next ten-fifteen years time. The initiatives that we took to look at Corus and to make Corus a part of Tata Steel is in line with these objectives. Source: Transcript of Press Conference for CORUS Acquisition, 31st January 2007

On whether the Tatas have over paid to acquire Corus, Mr. Muthuramans responded as follows: We had predetermined the value beyond which we do not pay and we stuck to it. Perceptions can vary about the value of the assets. What analysis is seen is the present; they are not picking the future perspective. If you recall, even in Tatas embarked on the car project there were a lot of apprehensions about. Tata motors venturing into passenger car segment. The industry is run by long term views if organization also starts taking short term view we will all be hedge funds. There will be no assets creation in the economy; the stock market has been harsh. You have to take a total perspective of the future of the steel industry. Source: Business India; February 25, 2007 In terms of some numbers, at the price at which Tata Steel is acquiring Corus which is 608 pence/share, the enterprise value per tonne is roughly little more than USD 700-710 a tonne or so and today if you want to create a new Greenfield capacity, going downstream as much as Corus has in terms of tinplate capacities, in terms of galvanizing for automobile applications, in terms of going downstream into construction solutions, in terms of going downstream into service sectors and facilities required for ready to use end products. Such capacity anywhere in the world would cost somewhere between USD 1200-1300 per tonne. So in terms of EV per tonne its about $ 710 which is less than the industry average for transactions which have taken place in the last 5 to 6 years. In terms of EBITDA multiple it is about 9 times on the last 12 months EBITDA for the period ended 30 September 2006, which I must admit is a little higher than the industry average of the last 5 to 6 years but there is a good reason for it and before any of you ask me I thought I must explain it upfront. It is very important that we have the right utilization of the assets to bring the best out of the assets to create value which is why you are going to have an EBITDA multiple which will be better than say 5 or 6 or 7 like that. So to that extent it represents roughly an average of the industry EBITDA multiples of the last few transactions of which some of them are higher and some of them are lower. Source: Transcript of Press Conference for CORUS Acquisition, 31st January 2007

Tata Steel and the Indian Steel Industry: Tata Steel was established by Indian Parsi Businessman Jamsetji Tata in 1907, exactly in the year when British American Tobacco (BAT) has started its first factory in India. But it started operating in the year 1912. Tata Steel holds a very vital place in Indian business history, because it has introduced some of the unique concepts like 8-hour working days, leave with pay and pension system for the first time in India and the first player to start rapid industrialization process. In the later part, the concepts invented and implemented by the Tatas became law and compulsory practice for the Indian employees. From Tata Steel, Tata has started investing in various other businesses like; Oil mills, Airlines, Publishing, Motors, Consultancy services etc in a short span of 30 years. In the year 1945, Tata entered into tea business by the name of Tata Tea, which was called as Tata Finlay earlier. Tata also entered into exports as Tata Exports, which is the most successful and the largest export house in India. During the entire business in India, Tata has been into a variety of business and of late it has been investing heavily in its steel business. It has performed well in the Indian market during its 100 years of operation In India. Refer Exhibit1, 2 & 3 for the detail about the companys performance from 1997-2006.

Tata Steel is Asias first and Indias largest integrated private sector steel company with 2005/06 revenues of US$ 5 billion and crude steel production of 5.3 million tonnes across India and South-East Asia. It is a vertically integrated manufacturer and is one of the worlds most profitable and value creating steel companies. In 2005, Tata Steel acquired 100% equity interest in NatSteel Asia in Singapore and in 2006 acquired majority control of Millennium Steel in Thailand, now Tata Steel Thailand.

The Indian Steel industry is regarded as the most important component for the development of nation, because steel industry (heavy industry) is considered as a very important and influential parameter for the development of any modern economy. The finished steel production in India has grown from 1.1 million tones in 1951 to 31.63 million tones in 2001-02, which can be regarded as a remarkable example of Indias developme nt in economic activities. Along with the Steel Authority of India that had multi-plant operations, Tata Steel played a vital role in the improvement of steel 4

production in the country. The consumption level of steel from 1990 to 2002 has increased continuously and good production capacities of domestic steel producer have made this possible. However, the per capita income and consumption of steel in India is much lesser than compared to other countries. Refer Exhibit4 for the details about steel consumption level.

Indias major market for steel and steel items include USA, Canada, Indonesia, Italy, West Asia, Nepal, Taiwan, Thailand, Japan, Sri Lanka and Belgium. The major steel items of export include HR coils, plates, CR and galvanized products, pipes, stainless steel, wire rods and wires. With the fall in prices along with depressed domestic demand, India has been increasing exports to overcome the excess supply situation. This has resulted in antidumping actions being taken by developed countries like USA, EU and Canada. The trade action by some countries against Indian steel industry has, to some extent, affected Indias exports to these countries. The Government of India and the Indian steel producers are trying to combat such actions despite such efforts being very expensive and involving time-consuming procedures. Refer Exhibit5 for the detailed about steel production by Tata in India.

Global Steel Industry: In global steel industry the consumption of steel has been decreased drastically in 2007, in comparison to 2006. According to International Iron and Steel Institute (IISI) till 2010 the average demand for steel would be 4.9 per cent per year. But during 2010 and 2015 the growth is expected to be 4.2 per cent. In fact, IISI forecasts the global steel demand would be 1.32 billion tones by 2010 and 1.62 billion tones by 2015. Much of this demand growth is expected to be generated from countries like China and India. Among the major steel producing countries the production of steel has increased from 2005-2006 except Brazil. China is the highest steel producing country in the world with a production of 355.8 million tones in 2005 and 418.8 million tones in 2006. Refer Exhibit6 for the details about the steel production by different companies of the world. Recent reports of United Nations Conference on Trade and Development (UNCTAD) and other organizations have recorded the fact that nowadays Foreign Direct Investment (FDI) is more likely to flow in through cross border mergers (and not through Greenfield 5

Projects). The comparative cost of steel production is also favorable to developing countries especially India. Refer Exhibit 7 for the details on comparative input cost of manufacturing in different countries.

For 2007, S&P Steel India projects that GDP will grow by 2.4%, versus the GDP growth of 3.3% in 2006. Through April 2007, motor vehicle sales fell by 3.0% while motor vehicle production declined by 5.5%. Where as, in 2006, motor vehicle sales fell by 2.6%, while production was down by 2.8%. As predicted, lower sales for all of 2007 will lead to reduced demand from this key end market for steel. Presumably, car manufacturers will be working to reduce unsold car inventory and will be cutting production, which will reduce demand for steel. According to the numerical data, through May 2007, the S&P Steel Index increased by 35.1%, compared to that of 6.6% increase for the S&P 1500 Index and by 14.9% rise in the S&P Materials Index. In 2006, the S&P Steel Index increased by 58.2%, versus a 13.3% increase for the S & P 1500 index and a 16.6% increase in the S&P Materials Index. In the long term, there is a strong possibility for the industry to benefit from greater pricing power resulting from further expected consolidation, a lower cost structure, and a continuation of the cyclical decline of the U.S. dollar. Refer Exhibit8 for details about the production of steel by different countries of the world.

Corus and Steel Production in the U.K.: Corus Group plc was formed on 6th October 1999, through the merger of two companies, British Steel and Koninklijke Hoogovens, following the privatization of many steelworks companies by the U.K. government. The company consists of four divisions which include: Strip Products, Long Products, Aluminum and Distribution and Building Systems. With headquarters in London, Corus operates as an international company, satisfying the demand of many steel customers worldwide. Its core business comprises of manufacturing, development and allocation of steel and aluminum products and services. The company has a wide variety of products and services which comprise of the manufacturing of electrical steel, narrow strip, plates, packaging steel, plated steel strip, semi finished steel, tube products, wire rod and rail products and services. However, the

company is also engaged in providing a variety of services including design, technology and consultancy services.

Corus is Europes second largest steel producer with revenues in 2005 of 9.2 billion (US$18 billion and crude steel production of 18.2 million tonnes, primarily in the UK and the Netherlands. Corus had about 42,600 employees in over 40 countries and sales offices and service centres worldwide. The number of employees in UK has been about 23,600; in Germany about 2,600; in Netherlands about 11,400 and in other countries about 5000. Combining international expertise with local customer service, the Corus brand represents quality and strength.

Corus products and services are acquired by customers from diverse fields such as commercial and military aerospace ventures, the automotive, construction, engineering, defense and security, as well as the rail and shipbuilding industry. In order to sustain and run its global steelmaking, processing and distribution operations the company makes annual investments of over 6 million for the purchase of various goods and services, such as iron ore and coal, alloys, refractory, rolls and paint. The financial status of the company from 1996-2005 some amount of variations in the performance of the company. Refer Exhibit9 & 10 for the details of financial performance of the company across the years. The company also had huge amount of short term and long term debts. The total debt burden in the year 2006, prior to the acquisition was about 2433 million GBP. Refer Exhibit 11 for the details. But irrespective of all these factors, Corus has continued to grow through a number of acquisitions during 2000-2006. Refer Exhibit 12 for details about M&A deals by Corus.

The Acquisition Process:

The acquisition process started on September 20, 2006 and completed on July 2, 2007. In the process both the companies have faced many ups and downs. The details of the process of acquisition are provided in the Exhibit 13.

After the final round of bidding and when the results were awaited Ratan Tata seemed to have asked Muthuraman to prepare two speeches viz., (a) on conceding defeat and (b) on winning the bid. A group of executives from Tata Steel described on what Muthuraman had to say about his writing the two speeches.

When Mr. Muthuraman tried to write the speech on conceding defeat; he could not write anything for long; his hand writing which is usually neat and beautiful was illegible with number of ov erwriting. After a lot of attempts he was able to write one. Whereas, he could smoothly and in beautiful hand writing wrote the winning speech. During the final rounds of bidding, the top management team of the Tatas including Ratan Tata, Muthuraman, Kaushik Chaterjee and their key support staff were in a secluded location that was inaccessible to others. Further, all their communication devices were changed in order that the competitors of the bidding or the rivals had any access to the discussion of the negotiating team of the Tatas.

The official declaration of the completed transaction between the two companies was announced to be effective by Court of Justice in England and Wales and consistent with the Scheme of Arrangement of the Tata Steel Scheme on April 2, 2007. The total value of this acquisition amounted to 6.2 billion (US$12 billion). Tata Steel the winner of the auction for Corus declares a bid of 608 pence per share surpassed the final bid from Brazilian Steel maker Companhia Siderurgica Nacional (CSN) of 603 pence per share. According the Scheme regulations, Tata Steel was required to deliver a consideration not later than 2 weeks following the official date of the completion of the transaction. Refer Exhibit 14 for details in corporate communication note of Tata Steel.

Prior to the beginning of the deal negotiations, both Tata Steel and Corus were interested in entering into an M&A deal due to several reasons. The official press release issued by both the company states that the combined entity will have a pro forma crude steel production of 27 million tones in 2007, with 84,000 employees across four continents and a joint presence in 45 countries, which makes it a serious rival to other steel giants.

The deal between Tata & Corus was officially announced on April 2nd, 2007 at a price of 608 pence per ordinary share in cash. This deal is a 100% acquisition and the new entity will be run by one of Tata steel subsidiaries. As stated by Tata, the initial motive behind the completion of the deal was not Corus revenue size, but rather its market value. Even though Corus is larger in size as compared to the Tatas, the company was valued less than Tata (at approximately $6.2 billion) at the time when the deal negotiations started. But from Corus point of view, as the management has stated that the basic reason for supporting this deal were the expected synergies between the two entities. What were the various motivations for Corus to have supported the acquisition by the Tatas? Was it because of better price offered by the Tatas? Was this deal the best way for the shareholders of Corus to exit from the loss making steel business?

First of all, the general assumption is that the acquisition was not cheap for Tata. The price that they paid represents a very high 49% premium over the closing mid market share price of Corus on 4 October, 2006 and a premium of over 68% over the average closing market share price over the twelve month period. Moreover, since the deal was paid for in cash automatically makes it more expensive, implying a cash outflow from Tata Steel in the amount of 1.84 billion.

Tata has reportedly financed only $4 billion of the Corus purchase from internal company resources, meaning that more than two-thirds of the deal has had to be financed through loans from major banks. The day after the acquisition was officially announced, Tata Steels share fell by 10.7 percent on the Bombay stock market. Tatas new debt amounting to $8 billion due to the acquisition, financed with Corus cash flows, is expected to generate up to $640 million in annual interest charges (8% annual interest cost). This amount combined with Corus existing interest debt charges of $400 million on an annual basis implies that the combined entitys interest obligation will amount to approximately $725 million after the acquisition. The complexity of the deal especially from the financial implications of the acquisition has gripped many.

The debate whether Tata Steel has overpaid for acquiring Corus is most likely to be certain, since just based on the numbers alone it turns out that at the end of the bidding

conflict with CSN Tata ended up paying approximately 68% above the average price of Corus shares. Another pressing issue resulting for this deal has created a dilemma between experts and analysts opinion is whether this acquisition was the right move for Tata Steel in the first place. The fact that Tata has managed to acquire a British steel maker that has been a symbol of Britains industrial power and at the same time its dominion over India has been perceived as quite ironic. Only time will show whether Tata will be able to truly benefit from the many expected synergies for the deal and not make the typical mistakes made in many large M&A deal during this beginning period. Statements from the top management however show the grit in the decision of the acquisition. The decision to acquire and the ability to have done so has been lauded and encouraged by the top Government officials of the Government of India.

I believe this will be the first step in showing that Indian industry can in fact step outside the shores of India in an international marketplace and acquit itself as a global player. Ratan Tata

How did the Tata Steel manage to acquire a company that was four times large than its own size? What were the sources of its fund? Who were the key stakeholders to this deal? Were the resources and network of the Tata Group play a significant role in raising the funds for the acquisition? The total acquisition cost was 6882 million GBP including cost of equity and the debt amount. Tata Steel raised the funds from various sources, viz., long term loans, internal generation from the Tata Group, Rights Issue, Debenture, Euro Currency Bonds, etc. Refer Exhibit 15 and Exhibit 16 for details of the cost of acquisition and the financing of the acquisition.

Post Acquisition Management:

There has been a great deal of suspicion on how well the two entities, viz., Tata Steel and Corus plc integrate in the post acquisition situation. This concern has been expressed since the culture and perspectives of the two companies and the people are seemingly very different from each other. Ratan Tata however, has been confident that the post

10

acquisition management will not be too difficult as the two organizational cultures will be effectively integrated. Ratan Tata has said he is confident the two companies will have a cultural fit and similar work practices. Nearly 30 years ago J.R.D Tata had lured away a young engineer from Coruss predecessor company, British Steel, to work at Tata Steel. That young Sheffield-educated engineer Sir Jamshed J. Irani (knighted by the Queen 10 years ago) was Tata Steels Managing Director until six years ago. Tata Corus has made developed some management structure to deal with the smooth operation of the two entities. It has also adopted several system integrations in both the entities to smoothen the transactions between the two entities. Tata Steel has formed a seven- member integration committee to spearhead its union with Corus group. While Ratan Tata, chairman of the Tata group, heads the committee, three of the members are from Tata Steel and the other three are from Corus group. Members of the integration committee from Tata Steel include Managing Director B Muthuraman, Deputy Managing Director (steel) T Mukherjee, and chief financial officer Kaushik Chatterjee. The Corus group is represented in the committee by CEO Phillipe Varin, executive director (finance) David Lloyd, and division director (strip products) Rauke Henstra.

The company has also created several Taskforce Teams to ensure integration specific set of activities in the two entities for smoother transaction. For instance, the company has created a task force to integrate the UK/EU model in construction to the Indian market. Refer to Exhibit 17 for details of the work of this Taskforce.

The company has also created an organizational structure for Group Strategy Function. There will be three groups in this functio n to undertake three activities viz., Strategy Development, Strategic Modelling, and Industry Group. Refer to Exhibit 18 for details on purpose and activities of the Group Strategy Function.

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Questions for Discussion:

1. How do you explain the phenomena of a small steel maker, Tata Steel from a developing country like India acquiring a steel maker from a mature market like Europe? 2. Do you think a smaller competitor acquiring a larger one makes sense? 3. Why did Corus bid to sell itself off and chose to be acquired by Tata? 4. Was Tata Steel wise in acquiring Corus? 5. How did the Tatas go about sealing the deal? 6. How was the capital for acquisition organized by the Tatas and who worked out the financial deal? 7. What were the bidding strategies of different players in the deal? 8. What were the roles of different external agencies in the Tata-Corus deal? 9. How is Tata-Corus dealing with the post acquisition management issues?

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Scaling Factor : 1000000 INR 03/31/08 42'316.40 108'879.60 340'431.90 19'952.50 230'643.40 0 38'781.50 614'667.20 184'441.20 412394.4 141441.1 #N/A #N/A 189'292.70 5'058.50 59'080.60 107340.8 #N/A 4'240.30 50'719.70 96807.1 #N/A 3'564.50 43'701.60 80172.3 #N/A 1'565.10 38'881.30 0 27'733.10 11 24'899.00 6.6 13'740.40 2.9 12'134.70 1'698.00 11'809.80 1'801.90 8'955.70 262.90 9'226.60 4'990.87 7'767.50 21'983.80 4'657.30 20'209.30 2'778.70 13'873.80 4'103.00 16'510.10 2'473.10 17'538.20 2'392.30 19'186.50 4'089.00 12'727.13 03/31/07 03/31/06 03/31/05 03/31/04 03/31/03 03/31/02 03/31/01 03/31/00 03/31/99 3'361.90 13'449.78 9'936.50 3'929.72

Currency: INR 03/31/98 03/31/97 4'294.10 2'513.80 14'244.30 17'566.42 10'397.00 10'211.10 3'921.20 3'336.68

ASSETS

Cash And ST Investments Receivables (Net)

Total Inventories Other Current Assets

Current Assets - Total Property Plant & Equipment - Net Total Investments Other Assets

76600.8 #N/A
106.60

35'623.30 77722.6 #N/A 10'134.40

32'256.10 75380.9 #N/A 9'202.90

32'406.30 74240.6 #N/A 8'281.20

32'302.80 70585.8 #N/A 5'540.00

34'201.40 34'512.50 63000.4 55264 #N/A #N/A 2'970.70 2'783.20

Total Assets 03/31/08 256'958.40 5'007.20 22540.7 18'492.50 315'373.70 528'642.10 233'053.60 0.00 0.00 0.00 0.00 27'876.20 27'902.60 30'598.80 0.00 85'940.50 49'573.00 51'006.00 5639.9 5'951.70 3369.3 4'771.00 3434.9 4'824.80 14252.3 3'976.10 4'855.60 1'531.40 50'741.50 13'945.00 30'278.20 3'752.60 32'051.30 3'362.90 21'513.50 2'433.30 18'364.20 4'325.30 03/31/07 03/31/06 03/31/05 03/31/04 03/31/03 03/31/02 4'917.40 5'617.60 1'803.60 8'848.20 27'254.90 38'953.20 0.00 94'347.10 44'338.10 0.00 95'950.80

1'250'028.60 495'915.80 205'450.70 177'033.10 147'988.70 127'600.80 131'372.60 125'309.10 120'803.90 114'283.00 106'407.00 99'208.70 03/31/01 3'100.40 787.40 1'802.00 9'803.00 21'554.20 45'932.70 0.00 76'424.80 03/31/00 3'155.30 6'997.20 1'670.40 7'843.40 25'195.20 42'073.10 0.00 75'219.90 03/31/99 3'874.00 9'404.40 1'855.30 6'827.60 27'364.30 39'982.90 0.00 72'638.80 03/31/98 3'405.40 6'120.10 1'505.80 7'084.30 03/31/97 3'529.00 782.80 1'114.00 7'414.30 23'245.00 17'407.10 39'669.70 40'043.10 0.00 0.00 65'758.20 59'468.50

LIABILITIES & SHAREHOLDERS' EQUITY

Accounts Payable ST Debt & Current Portion of LT Debt

Income Taxes Payable Other Current Liabilities

Exhibit 1: Tata Steel - Balance Sheet, 1997-2008

Source: Thomson Financial

45'998.80 315'373.70 899'787.20 343'535.30 101'396.60 102'726.30 100'935.30 8'327.00 54'725.20 0.00 0.00 287'189.20 146'396.60 102'818.40 11.20 11.20 11.20 5'983.90 1'235.70 935.20 0.00 73'371.60 11.20 486.60 0.00 46'566.80 #N/A 309.70 0.00 32'944.00 #N/A 236.30 0.00 35'185.50 #N/A

Current Liabilities - Total

Long Term Debt

Other Liabilities

Total Liabilities

Shareholders' Equity 0.00 1'400.00 47'484.30 #N/A 0.00 1'500.00 44'084.00 #N/A 0.00 0.00 41'644.20 #N/A 0.00 0.00 0.00 0.00 40'648.80 39'740.20 #N/A #N/A

Minority Interest

Preferred Stock Common Equity Retained Earnings

Total Liabilities & Shareholders' Equity

1'250'028.60 495'915.80 205'450.70 177'033.10 147'988.70 127'600.80 131'372.60 125'309.10 120'803.90 114'283.00 106'407.00 99'208.70

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Scaling Factor : 1000000 INR 10 YR INCOME STATEMENT 03/31/08 1'315'358.80 251'917.30 1'073'314.80 162'544.70 41'369.50 200'674.50 #N/A 1'175'627.10 188'539.20 139'731.70 63'378.10 3'556.10 208'894.40 45'886.40 163'500.70 40'283.10 1'399.40 1'681.60 123'499.80 0.00 123'499.80 221.90 123'277.90 0.00 41'772.70 0.00 37'346.20 0.00 36'032.60 41'772.70 37'346.20 36'032.60 0.00 0.00 0.00 41'772.70 37'346.20 36'032.60 791.80 321.90 580.20 294.40 17'887.80 0.00 17'887.80 0.00 17'887.80 21'300.00 675.20 17'649.20 186.40 18'712.40 259.60 9'362.50 192.80 62'956.10 54'859.90 54'424.40 27'148.70 6'356.70 2'064.10 2'386.00 1'519.20 3'633.30 12'789.60 2'566.80 67.60 151.30 10'306.50 0.00 10'306.50 0.00 10'306.50 69'296.80 56'874.80 56'810.40 28'633.00 16'325.30 2'228.80 459.60 404.70 191.30 381.80 307.50 4'499.10 2'422.70 487.00 11.50 0.00 1'924.20 0.00 1'924.20 22.80 1'901.40 147'701.00 54'743.30 104'427.80 55'558.30 82'010.60 29'283.80 #N/A #N/A #N/A #N/A #N/A #N/A 77'593.30 65'104.60 63'303.90 34'469.50 #N/A 11'779.30 8'603.70 6'454.60 6'405.50 5'696.90 5'473.20 6'937.70 128'736.00 90'227.60 70'419.40 202'444.30 159'986.10 111'294.40 03/31/07 03/31/06 03/31/05 03/31/04 03/31/03 03/31/02 03/31/01 03/31/00

03/31/99

Currency: INR 03/31/98 03/31/97

Net Sales or Revenues

91'368.20 74'279.10 61'019.60 55'737.60 51'067.60 51'992.30 51'206.20 63'572.20 56'950.00 38'372.70 38'584.68 37'517.45 38'090.89 35'994.73 5'840.40 #N/A 4'971.50 8'578.65 #N/A 4'551.00 #N/A 4'108.20 9'350.41 11'103.27 #N/A 22'099.10 11'855.90 15'709.20 11'312.52

Cost of Goods Sold

Depreciation, Depletion & Amortization Gross Income

Selling, General & Admin Expenses

Operating Expenses - Total Operating Income

74'016.30 66'473.10 48'984.50 47'694.20 45'501.90 45'467.20 42'747.60 17'351.90 7'806.00 12'035.10 8'043.40 5'565.70 6'525.10 8'458.60 357.80 4'819.00 6'024.40 490.00 0.00 0.00 5'534.40 0.00 5'534.40 122.00 5'412.40 390.10 8'654.40 5'290.00 4'770.90 540.00 0.00 0.00 4'225.90 0.00 4'225.90 86.10 4'139.80 967.30 6'760.80 5'229.40 3'157.30 330.00 0.00 0.00 2'822.30 0.00 2'822.30 0.00 2'822.30 1'188.80 6'871.50 4'651.40 3'637.30 412.50 0.00 0.00 3'220.80 0.00 3'220.80 0.00 3'220.80 1'614.90 9'320.40 4'639.50 5'429.60 730.00 0.00 0.00 4'692.10 0.00 4'692.10 0.00 4'692.10 6'761.70 10'148.30

Non-Operating Interest Income

Earnings Before Interest And Taxes (EBIT) Expense On Debt Interest

Pretax Income

Exhibit 2: Tata Steel Income Statement, 1997-2008

Source: Thomson Financial

IncomeTaxes Minority Interest

Equity In Earnings

Net Income Before Extra Items/Preferred Div Extr Items & Gain(Loss) Sale of

Assets Net Income Before Preferred Dividends Dividend Requirements Preferred

Net Income Available to Common

14

Exhibit 3: Tata Steel Trend & Growth Rate Report, 2001-2006

Scaling Factor : 1000000 INR TREND Sales Operating Income After Depreciation NetIncome Net Cash Flow From Operating Activities Net Cash Flow From Investing Activities Net Cash Flow From Financing Activities 03/31/06 202,444.30 54,743.30 37,346.20 36,996.20 27,285.90 -6,808.60 03/31/05 159,986.10 55,558.30 36,032.60 30,751.90 21,191.30 -8,906.80 03/31/04 111,294.40 29,283.80 17,887.80 29,713.60 20,825.90 -10,215.80 03/31/03 91,368.20 17,351.90 10,306.50 18,416.90 8,689.00 -8,131.30 03/31/02 74,279.10 7,806.00 1,901.40 #N/A #N/A #N/A

Currency: INR 03/31/01 61,019.60 12,035.10 5,412.40 11,223.30 6,763.60 -4,001.20

TotalAssets TotalLiabilities

205,450.70 101,396.60 03/31/06 231.77% 590.01% 381.05% 63.96%

177,033.10 102,726.30 03/31/05 187.03% 770.39% 259.59% 46.55%

147,988.70 100,935.30 03/31/04 117.94% 533.80% 223.04% 29.49%

127,600.80 94,347.10 03/31/03 75.73% 220.00% 132.41% 19.92%

131,372.60 95,950.80 03/31/02 45.06% -59.48% #N/A 32.42%

125,309.10 76,424.80 03/31/01 27.97% -4.34% 92.02% 36.06%

5 Yr GROWTH RATES Sales NetIncome Net Cash Flow From Operating Activities TotalAssets

Source: Thomson Financial

15

Exhibit 4: Consumption of Steel in India, 1990-91 to 2002-03 Year (In million tones) 1990-91 1991-92 1992-93 1993-94 1994-95 1995-96 1996-97 1997-98 1998-99 1999-2000 2000-2001 2001-2002 2002-2003

Consumption Levels 14.37 14.83 (3.2%) 15.00 (1.2%) 15.32 (2.0%) 18.66 (21.8%) 21.65 (16.0%) 22.13 (2.2%) 22.63 (2.6%) 23.54(4.02%) 25.01(6.24%) 26.53(6.08%) 27.44(3.39%) 20.65 (5.0%)

Note: The consumption of steel is arrived at by subtracting export of steel from the total of domestic

production and adding the import of steel in the country Source: The Indian Ministry of Steel (the number in brackets indicates the percentage increase from the previous year).

Exhibit 5: Tata Corus Projected Capacity

Tata Steel - Corus: Projected capacity (in million tones per annum) Corus Group (in UK and The Netherlands) Tata Steel - Jamshedpur Tata Steel - Jharkhand Tata Steel - Orissa Tata Steel - Chattisgarh NatSteel Singapore Millennium Steel Thailand Aggregate projected capacity 19 10 12 6 5 2 1.7 55.7

Source: Internationa l Iron and Steel Institute

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Exhibit 6: Global Steel Ranking

Global steel ranking Company Arcelor - Mittal Nippon Steel Posco JEF Steel Tata Steel Corus Bao Steel China US Steel Nucor Riva Thyssen Krupp Capacity (in million to tonnes) 110.0 32.0 30.5 30.0 27.7 23.0 19.0 18.5 17.5 16.5

Source: International Iron and Steel Institute

Exhibit 7: Comparative cost of steel production (Figures in %) Item Energy Iron Ore Fluxes and Ferro alloys Others Total materials Labour Miscellaneous Taxes Works cost Depreciation & interest Total cost USA 24.1 15.4 5.9 25.6 71.0 40.7 1.9 113.6 9.1 122.7 UK 19.8 12.7 7.6 27.5 67.6 27.1 1.9 96.6 6.6 103.2 France 22.1 12.7 7.6 27.3 69.7 36.6 4.1 110.5 2.4 122.9 Germany 23.4 13.9 6.8 27.1 71.2 43.4 2.4 117.1 12.2 129.3 India (Base) 32.9 5.4 8.5 21.9 68.8 13.9 6.6 89.3 10.7 100.0

Source: IE (I) Journal-MM, vol 82, April 2002, p17

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Exhibit 8: Global Steel Output

Global Steel Output (in million tons) 2005 2006 355.8 418.8 112.5 116.2 94.9 98.5 66.1 70.6 47.8 48.4 44.5 47.2 40.9 44.0 38.6 40.8 29.4 31.6 31.6 30.9 1,028.8 1,120.7

Country China Japan US Russia South Korea Germany India Ukraine Italy Brazil World production

% change 17.7 3.3 3.8 6.8 1.3 6.1 7.6 5.7 7.5 (2.2)

Source: International Iron and Steel Institute

Exhibit 9: Corus Group PLC - Balance Sheet, 1996-2005

Scaling Factor : 1000000 GBP ASSETS Cash And ST Investments Receivables (Net) Total Inventories Other Current Assets Current Assets - Total Property Plant & Equipment - Net Total Investments Other Assets Total Assets LIABILITIES & SHAREHOLDERS' EQUITY Accounts Payable ST Debt & Current Portion of LT Debt Income Taxes Payable Other Current Liabilities Current Liabilities - Total Long Term Debt Other Liabilities Total Liabilities Shareholders' Equity Minority Interest Preferred Stock Common Equity Retained Earnings Total Liabilities & Shareholders' Equity 26.00 0.00 3'352.00 42.00 47.00 47.00 60.00 402.00 311.00 351.00 367.00 442.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 3'258.00 2'797.00 2'722.00 3'061.00 3'440.00 4'346.00 4'604.00 4'757.00 4'723.00 -665.00 919.00 1'195.00 1'383.00 1'350.00 Currency: GBP 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 03/31/99 03/31/98 03/31/97 03/31/96 956.00 1'533.00 1'954.00 3 4'446.00 600.00 380.00 270.00 184.00 273.00 1'369.00 1'206.00 1'477.00 1'350.00 1'393.00 1'133.00 1'241.00 1'396.00 1'794.00 1'231.00 1'526.00 1'494.00 1'717.00 1'732.00 1'404.00 1'337.00 1'320.00 1'719.00 1'007.00 1'222.00 1'224.00 1'391.00 0 0 0 0 0.00 0.00 0.00 0.00 0.00 3'725.00 2'917.00 2'848.00 2'900.00 3'877.00 3'607.00 3'954.00 4'195.00 4'458.00 2811 2729 2871 3064 3240 3335 3259 3265 3763 #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A 408.00 432.00 425.00 426.00 375.00 84.00 117.00 116.00 107.00

2820 #N/A
296.00

7'770.00 7'119.00 6'237.00 6'294.00 6'941.00 8'243.00 7'171.00 7'700.00 7'876.00 8'143.00 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 03/31/99 03/31/98 03/31/97 03/31/96 1'271.00 384.00 79 733.00 2'467.00 1'308.00 46.00 1'188.00 47.00 117 531.00 986.00 1'047.00 1'052.00 1'086.00 113.00 78.00 132.00 183.00 94 390.00 121 390.00 108 437.00 1.00 564.00 733.00 81.00 18.00 387.00 825.00 27.00 853.00 73.00 83.00 526.00 687.00 36.00 836.00 74.00 155.00 496.00 618.00 19.00 928.00 126.00 305.00 523.00 534.00 17.00

1'883.00 1'583.00 1'636.00 1'729.00 2'467.00 1'359.00 1'672.00 1'705.00 2'025.00 1'407.00 1'280.00 1'428.00 1'612.00 1'766.00 26.00 28.00 36.00 34.00 71.00

4'392.00 3'786.00 3'353.00 3'485.00 3'774.00 4'344.00 2'464.00 2'687.00 2'683.00 2'898.00

1'199.00 -1'145.00 -1'605.00 -1'389.00 -1'047.00

7'770.00 7'119.00 6'237.00 6'294.00 6'941.00 8'243.00 7'171.00 7'700.00 7'876.00 8'143.00

Source: Thomson Financial

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Exhibit 10: Corus Group PLC - Income Statement, 1996-2005

Scaling Factor : 1000000 GBP 12/31/05 12/31/04 Net Sales or Revenues Cost of Goods Sold Depreciation, Depletion & Amortization Gross Income Selling, General & Admin Expenses Operating Expenses - Total Operating Income Non-Operating Interest Income Earnings Before Interest And Taxes (EBIT) Expense On Debt Interest Pretax Income IncomeTaxes Minority Interest Equity In Earnings Net Income Before Extra Items/Preferred Div Extr Items & Gain(Loss) Sale of Assets Net Income Before Preferred Dividends Preferred Dividend Requirements Net Income Available to Common 10'140.00 9'332.00 8'343.00 7'658.00 312.00 294.00 1'485.00 1'380.00 765.00 759.00 9'420.00 8'711.00 720.00 621.00 31.00 707.00 128.00 579.00 129.00 -1.00 1.00 452.00 0.00 452.00 0.00 452.00 13.00 663.00 131.00 532.00 113.00 -6.00 21.00 446.00 0.00 446.00 0.00 446.00 12/31/03 12/31/02 7'953.00 7'188.00 7'124.00 6'575.00 323.00 350.00 506.00 263.00 565.00 649.00 8'012.00 7'574.00 -59.00 -386.00 13.00 -150.00 111.00 -261.00 52.00 -3.00 5.00 -305.00 0.00 -305.00 0.00 -305.00 17.00 -314.00 109.00 -423.00 55.00 -7.00 13.00 -458.00 0.00 -458.00 0.00 -458.00 Currency: GBP 12/31/01 12/31/00 03/31/99 03/31/98 03/31/97 03/31/96 7'699.00 6'941.00 386.00 372.00 749.00 8'076.00 -377.00 15.00 -351.00 118.00 9'358.40 6'259.00 6'947.00 7'224.00 7'048.00 7'711.20 5'280.00 5'443.00 5'606.00 4'999.00 939.20 313.00 306.00 298.00 281.00 708.00 666.00 1'198.00 1'320.00 1'768.00 803.20 408.00 457.00 424.00 508.00 9'453.60 6'377.00 6'640.00 6'787.00 6'107.00 -95.20 -118.00 307.00 437.00 941.00 31.20 -885.60 126.40 92.00 -70.00 66.00 -136.00 -23.00 -42.00 -10.00 -81.00 0.00 -81.00 0.00 -81.00 91.00 369.00 52.00 317.00 77.00 7.00 -7.00 226.00 0.00 226.00 0.00 226.00 90.00 67.00 486.00 1'019.00 48.00 45.00 438.00 140.00 -3.00 9.00 310.00 0.00 310.00 0.00 310.00 974.00 243.00 49.00 95.00 777.00 0.00 777.00 0.00 777.00

-469.00 -1'012.00 -48.00 4.80 0.00 56.00 2.00 -6.40 -419.00 -1'079.20 0.00 #N/A -419.00 -1'079.20 0.00 0.00 -419.00 -1'079.20

Source: Thomson Financial

Exhibit 11: Liabilities of Corus Steel as on Year 2006 Liabilities (in GBP million) Long term debt obligations Finance Lease obligations Interest commitments Operating lease obligations Purchase obligations Other long term liabilities Total Total 1,101 159 331 462 350 30 2,433 < 1 yr 24 82 75 331 512 1-3 yrs 567 36 149 102 13 867 3-5 yrs 534 26 94 76 6 736 >5 yrs 73 6 209 30 318

Source: Corus Report & Accounts 2006

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Exhibit 12: Acquisitions of Corus prior until 2004

Date of the Deal November 1, 2000

Company Name Cogifer Ltd.

Description 50/50 joint venture with the French manufacturer of switches and crossings, Cogifer Ltd, a world leader in its field of business. The venture was expected to combine the strong market presence of Corus in the UK and the industrial competence of Cogifer.

September 27, 2000

Corus subsidiary companies, Avesta Sheffield AB and Outokumpu Steel

The newly formed company, Avesta Polarit was then the second largest stainless steel producer in the world.

January 2000

Corus Group Plc and Danieli & Co. Officine Meccaniche SpA

50/50 joint venture with Danieli & Co. Officine Meccaniche SpA, an Italian equipment

producer. The newly formed entity was called Danieli Corus technical Services BV.

Year 2000

Corus Aluminum Extrusions and Tjanjin Non Ferrous Metal Group (TNMG)

Joint venture agreement with a Chinese municipality owned company Tjanjin Non Ferrous Metal Group (TNMG). The designing and manufacture of the products, large extruded aluminum sections is completed in facilities located in China and is aimed for sale to the transport, mechanical and electrical engineering industries.

Year 2001

Savera Group

Joint venture with a global supplier of elevator guide rails and other various components. The new entity is called Savera UK Ltd and is expected to be a major competitor in the elevator industry.

Year 2001

Corus Building Systems and Redrow Plc.

50/50 joint venture with British suburban and commercial property developer, Redrow Plc. 20

The new company is called Framing Solutions and is set to provide steel frames for the British small scale residential industry. 17 July 2002 Brazilian steel producer CSN Agreement for a potential merger between the two companies. Under the terms of the proposed merger current Corus shareholders will obtain 62.4 per cent of the enlarged group. The transaction will be structured in such a way that the existing CSN shareholders will receive shares in a new Brazilian listed holding company (TopCo) which will, in turn, hold 37.6 per cent of the share capital of the enlarged Corus. Year 2002 Corus Building Systems (CBS) and a Swedish based metal producer An acquisition of a Swedish based metal producer, which will allow the company to expand and strengthen its presence in the Swedish market. Year 2002 Precoat 100% acquisition of the equity of one of the principal independent precoated steel service centers in Britain, Precoat. Year 2003 Arcelor S.A. Sollac Mditerrane ('Sollac') Purchase of Sollacs 50% share in a Portuguese base company called Lusosider Projectos Siderugicos S.A. which is also a joint venture between Corus and Arcelor. The total cost of this purchase amounted to EUR10.84 million that Corus paid in cash. Year 2003 Clayton Metals Inc Clayton Metals Inc. completed an acquisition of Corus Aluminum Service Centers Inc. which positioned the new enlarged entity as the leading national distributor of non- ferrous metal products in the whole U.S.market. Year 2004 Corus Staal B.V. and Segal Acquisition of a Belgian hot dipped galvanizing

21

S.A

line, Segal S.A for 50 per cent of the shares. The purchase amounted to EUR25 million.

Year 2004

Corus Staal B.V. and Segal S.A

Corus made an announcement that it will purchase the remaining 50 per cent of shares in Segal S.A. The purchase was comp leted by the end of 2004 and was carried out from an investment fund called Metal Investment Fund and was paid in cash by Corus for a total of EUR25 million.

April 2004

Arcelor

Corus UK hot-rolled steel sheet piling business was acquired by Arcelor. Even though Arcelor acquired the assets from Corus, they did not include the companys manufacturing facilities where Corus decided to terminate the

production due to the implementation of its UK Restructuring Programme initiative.

22

Exhibit 13: Key Milestones of the Tata Corus Deal September 20, 2006 : Corus Steel has decided to acquire a strategic partnership with a Company that is a low cost producer October 5, 2006 : The Indian steel giant, Tata Steel wants to fulfill its ambition to Expand its business further. October 6, 2006 : The initial offer from Tata Steel is considered to be too low both by Corus and analysts. October 17, 2006 October 18, 2006 : Tata Steel has kept its offer to 455p per share. : Tata still doesnt react to Corus and its bid price remains the same. October 20, 2006 October 23, 2006 : Corus accepts terms of 4.3 billion takeover bid from Tata Steel : The Brazilian Steel Group CSN recruits a leading investment bank to offer advice on possible counter-offer to Tata Steels bid. October 27, 2006 : Corus is criticized by the chairman of JCB, Sir Anthony Bamford, for its decision to accept an offer from Tata. November 3, 2006 : The Russian steel giant Severstal announces officially that it will not make a bid for Corus November 18, 2006 : The battle over Corus intensifies when Brazilian group CSN approached the board of the company with a bid of 475p per share November 27, 2006 : The board of Corus decides that it is in the best interest of its will shareholders to give more time to CSN to satisfy the preconditions and decide whether it issue forward a formal offer December 18, 2006 : Within hours of Tata Steel increasing its original bid for Corus to 500 pence per share, Brazil's CSN made its formal counter bid for Corus at 515 pence per share in cash, 3% more than Tata Steel's Offer. January 31, 2007 : Britain's Takeover Panel announces in an e- mailed statement that after an auction Tata Steel had agreed to offer Corus investors 608 pence per share in cash April 2, 2007 : Tata Steel manages to win the acquisition to CSN and has the full voting support form Corus shareholders

23

Exhibit 14: Tata Steel completes 6.2bn acquisition of Corus Group plc Tata Steel (the Company) is happy to announce tha t the Company has completed its 6.2 billion (US$12 billion) acquisition of Corus Group plc (Corus) at a price of 608 pence per ordinary share in cash. The enlarged company will have a pro forma crude steel production of 27 million tonnes in 2007 and will be the worlds fifth largest steel producer with 84,000 employees across four continents. The combination of Tata Steel, a vertically integrated steel producer and one of the worlds most profitable steel companies, with an established and growing presence in India, South East Asia and the Pacific-rim countries, and Corus, Europes second largest steel producer, with a high value added product range and strong positions in automotive, construction and packaging, will create the worlds second most global steel producer with a combined presence in 45 countries. Commenting, Mr Ratan Tata, Chairman of Tata Steel and Corus, said: "The completion of this acquisition of Corus by Tata Steel is a major step forward in the Companys global strategy and represents an exciting future for both businesses. I firmly believe that both Tata Steel and Corus, two companies with long, proud histories, share a common business culture and a global vision for the business. Corus top management will remain with the enlarged Group and the bringing together of both management teams is an expression of the strong confidence and trust that exists between the two organisations, which will ensure the successful integration of the combined business. Together we are a well balanced company, strategically well placed to compete at the leading edge of a rapidly changing global steel industry. Jim Leng, Retiring Chairman of Corus, said: "Corus had twin objectives from the outset. One was to secure the best value for our shareholders and the other was to ensure the best strategic future for the business. With Tata Steel, we have delivered both and the directors, senior management and other employees of Corus will see today as the beginning of an exciting new era. The Corus and Tata Steel combination will enable us to build on complementary skills in global markets. I am very much looking forward to working with Mr. Ratan Tata and the Boards and directors in both companies. The completion of the transaction is pursuant to the Scheme of Arrangement of the Tata Steel Scheme being declared effective by the High Court of Justice in England and Wales (the Court) today April 2, 2007. Tata Steel had announced on 7 February 2007 that it intends to despatch the consideration pursuant to the Scheme as soon as practicable following the Effective Date and, if practicable, on the Effective Date. Tata Steel is, under the terms of the Scheme required to despatch the consideration pursuant to the Scheme not more than 14 days after the effective date. Source: Corporate communication Newsroom; for still images www.newscast.co.uk / for broadcast footage, visit: www.thenewsmarket.co.uk visit

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Exhibit 15: Corus Acquisition Cost and Sources of Funds

GBP m Equity contribution in Tata Steel UK Debt raised by Tata Steel UK (non recourse) Total Acquisition cost Long term loan through Tata Steel UK (non recourse) Internal generation (includes pref. issue to Tata Sons) ECB Funds Conv. Alternative Ref Sec CARS Rights issue equity (1:5) @ Rs 300/share Rights issue conv. Pref sh @ Rs. 600/share 3,732 3,150 6,882 3,150 594

US$ m 7,308 6,168 13,447 6,168 1,163

INR Bn 292 247 539 247 47

Remark

842 420 466 700

1,649 875 913 1,370

66 35 37 55

Of this amount Rs. 27.7bn was raised by pref. allotment to Tata Sons Loans from IFC, etc 1% coupon, Rs 876.62/share conversion price 2% coupon, 6 CCPS will automatically convert to 1 equity share on 1 Sept 09

Unsecured debentures Equity related instruments- yet to be raised Total Acquisition funding

255 455 6,882

500 887 13,526

20 36 541

25

Exhibit 16: Corus Acquisition Financing Tata steel is pleased to announce the refinancing of its GBP 3,620 million acquisition bridge facility and revolving credit facility which had been provided by Credit Suisse, ABN AMRO and Deutsche Bank to fund its acquisition of Corus Group plc that was completed on April 2, 2007. The refinancing is by way of non recourse Facilities totaling GBP 3,170 million (the Refinancing Facilities) which are being Arranged by a syndicate led by Citigroup, ABN AMRO and Standard Chartered Bank. This refinancing provides significant benefits and flexibility over the term of financing to the group. The Refinancing Facility comprises a five year GBP 1670 million amortizing loan which will be syndicated by the joint book runners to relationship banks of Tata steel and Corus and a seven year minimally amortizing term loan of GBP 1500 million that will be syndicated to institutional investors and banks in the USA, Europe and Asia. The balance amount of the acquisition bridge is being repaid by an additional equity contribution by Tata Steel/ Tata Steel Asia which had been previously disclosed on April 17, 2007. Subsequent to the conclusion of the discussions on the commercial terms of the financing, the process to discuss the security package for the above transaction will commence with the Trustees of the UK Pension Funds in continuation of the dialogue with the Trustees from October 2006. Concurrently, Corus will engage in the consultative process with the Corus Netherlands Works Council to seek their advice on the above financing. Tata Steel is one of Indias largest companies and is amongst the worlds lowest cost steel producers and most profitable steel companies. Corus Group plc is Europes second largest steel producer and the combined entity is the fifth largest steel producer in the world with an installed capacity of 28 million tons p.a.

Source: Corporate Communication Newsroom; Mumbai/London May 3, 2007

26

Exhibit 17: Tata Corus Taskforce

Post Tata Corus merger, Tata Steel has access to considerable IP and expertise in Construction from UK/EU based models. The key driver is to find ways to utilize this knowledge and assist the capture of value for Tata Steel in the construction market in India. To achieve, a taskforce comprising of following executives from both the entities is being formed with immediate effects. Members from Corus : Mr. Matthew Poole (Director Strategy Long Products Corus) Mr. Colin Ostler (GM Corus Construction Centre) Mr. Darayus Shroff (Corus International)

Members from Tata Steel: Mr. Sangeeta Prasad (CSM South, Flat Products) Mr. Pritish Kumar Sen (Market Research Group) Mr. Rajeev Sahay (Head Planning & Scheduling, TGS) The scope of the taskforce will be to: 1. Ensure smooth market knowledge exchange between Tata Corus and Tata Bluescope and identify Knowledge gaps. 2. Complete mapping of construction sector for Indian market using external resource if necessary. 3. Understand key drivers for construction through knowledge gained from stakeholders of the construction community. 4. Map key competencies of Tata Corus against market drivers/ requirements. 5. Develop a five- year strategy. The taskforce members will report to Mr. Paul Lormor (Director Construction Development ). The engagement of the members of the taskforce will be on part time basis and they will continue to discharge their current responsibilities. The taskforce will continue till June 2008, by which time it is expected to taskforce prepare the business case and place it before the board for approval

Tata Steel Ltd. B. Muthuraman- (Managing Director Tata Steel) Philippe Varin (CEO Corus Group) Source: Internal Office Communication, Tata-Corus

27

Exhibit 18: Group Strategy Function - Tata Corus The Tata Steel Group has the ambition to become a bench mark in the global steel industry in terms of value creation and corporate citizenship. The group strategy function will be organized to support the delivery of the group ambition. The main responsibilities of the group strategy function are as follows: To originate the group strategy i.e. portfolio management, market sector positioning, industrial foot print, partnerships and alliances, and translate the Group strategy into strategy action plans. To organize and support the strategic planning process across the group To originate and assess corporate business development initiatives i.e. corporate partnerships/alliances. To monitor the steel industry which includes macro economic trends, steel market dynamics, competitive arena, technology, standards and regulations

The group strategy team will be organized into three groups based in several locations, reporting to Jean- Sebastien Jacques, Group Director, Strategy: The strategy /business development group will be responsible for developing the group strategy and supporting corporate development initiatives. This group will be based out of London and composed of Mrs Leonie G reenfield, Ms Susanne Rosengren, Mr Fillip Vrabel and Mr Matthew Poole (Joint role with lo ng product division Corus) The strategic Modeling group will be responsible for developing and maintaining the central strategic models and benchmarking analysis. Dr.Paul Butterworth, as group chief (Strategic Modelling), will head this group with the support of Mr. Santosh Agarwal and will be based out of kolkata. The industry group will be responsible for industry monitoring, market intelligence and for issuing assumptions required to support the strategic and forecasting processes across the group. This group bases out of Kolkata will also handle interfaces with industry trade associations i.e. IISI, Eurofer, etc and will be headed by Mr. Ashok Kumar Pandey, Group chief (Industry).The existing Tata steel market research group (MRG) will be merged into the industry group. The main industry group will work very closely with Mr.Ben Carstein, the Group Economist based in London.

Ms Janice Curtis will support the group strategy function, the organization and logistics of certain group committees e.g. Strategy and Integration Committee, Joint Executive committee and Capital Expenditure committee. The new organization will be effective from 1 may 2008. Jean-Sebastien Jacque s Source: Organization Circular, Tata Corus

28