The issue price for the new shares amounts to EUR 15.85 per share, resulting in gross issue proceeds of approximately EUR 527 million.

Klöckner & Co intends to use the proceeds of the offering, together with its current cash and future cash flow from operations, primarily to continue to pursue investment opportunities in its business, and for general corporate purposes. The Company expects investment opportunities to include acquisitions of other metal distributors and steel service centers, with the goal of expanding the customer base and regional product portfolios in existing and new markets.

Following the approval of the securities prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), which is expected for today, the new shares will be offered to Klöckner & Co shareholders for subscription at a ratio of 2 : 1; i.e. for 1 old share shareholders receive 1 subscription right. 2 subscription rights entitle a holder to subscribe for 1 new share.

The subscription rights may be exercised during the period from May 27, 2011, through June 9, 2011. They will be traded in the regulated market of the Frankfurt Stock Exchange during the period from May 27, 2011, through June 7, 2011.

Disclaimer

This announcement does not constitute an offer to sell or the solicitation of an offer to purchase the shares or any other securities of Klöckner & Co SE. Any offering of such shares will, subject to approval from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), be made on the basis of a prospectus yet to be published.

This document is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The shares of Klöckner & Co SE (the "Shares") and subscription rights in respect of the Shares may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an applicable exemption from such registration. The Shares and subscription rights in respect of the Shares have not been and will not be registered under the Securities Act.

The subscription rights in respect of the Shares may be exercised in the United States only by qualified institutional buyers as defined in and in reliance on Rule 144A under the Securities Act. Each person located in the United States who exercises subscription rights will be required to provide certain written representations and warranties to this effect.

Issuer: Klöckner & Co SE, Am Silberpalais 1, D 47057 Duisburg
ISIN: DE000KC01000; WKN: KCO0100, Common Code: 025808576.
Listed: Regulierter Markt / Prime Standard; Frankfurter Wertpapierbörse
Further information can be obtained on the webpage of Klöckner & Co: www.kloeckner.de

Contact person:
Dr. Thilo Theilen - Head of Investor Relations & Corporate Communications
Phone: +49-203-307-2050
E-Mail: thilo.theilen@kloeckner.de

MSCUSA is a leading U.S. steel service center focused on flat products. In the 2011 fiscal year, the company anticipates sales of approximately USD1.8bn. With this acquisition, Klöckner & Co doubles its sales and branch outlets in North America. It will become one of the top three U.S. steel and metal distributors. The product portfolio, which thus far has concentrated on long products and plate, will now be extended to include a substantial share in flat rolled products for both ferrous and non-ferrous.

From now on, the US-American country organization contributes around 30% to Group sales. The product portfolio as well as the geographical coverage are complementary to current activities. The acquisition consistently follows the strategy "Klöckner & Co 2020" to expand into the more value added steel service center segment.

Key financial data on the acquisition:

The maximum cash purchase price that will be paid for the equity is USD660m. In addition, debt (including pension liabilities) amounting to USD258m will be assumed. The resulting enterprise value of USD918m corresponds to around 7 times the expected fiscal year 2011 EBITDA before synergies. If MSCUSA posts EBITDA of less than USD120m in fiscal year 2011, then the purchase price will be reduced by up to USD60m. MSCUSA will be consolidated effective May 1, 2011. The acquisition will immediately be earnings accretive, also because no significant integration charges are expected. The expected annual cost synergies will be in the lower double-digit million USD-range and are primarily expected in procurement and administration. These synergies will be fully reflected in earnings beginning in fiscal year 2012.

Issuer: Klöckner & Co SE, Am Silberpalais 1, 47057 Duisburg, Germany

Listed: Amtlicher Markt / Prime Standard; Frankfurter Wertpapierbörse
ISIN: DE000KC01000; WKN: KC0100
Further  information  can  be  obtained  on  the  webpage  of  Klöckner  &  Co:
www.kloeckner.de

Contact person:
Dr. Thilo Theilen - Press spokesperson
Head of Investor Relations & Corporate Communications
Tel:  +49 (0) 203-307-2050
Fax: +49 (0) 203-307-5025
E-Mail: thilo.theilen@kloeckner.de

The offering size will be approximately EUR 185 million with up to 6,650,000 shares underlying the Bonds. The Bonds will have a maturity of 7 years and will be issued at 100% of the principal amount. Settlement and delivery of the Bonds are expected to take place on 22 December 2010 (the “Settlement Date”). The conversion price will be set at a premium between 30 % and 35 % above the volume weighted average XETRA price of Klöckner & Co’s shares between the time the Management Board resolved on the issue of the Bonds and the final allotment which is also intended to take place later today. The coupon is expected to be between 2.50 % and 3.00 % per annum and, as the conversion premium, will be determined during a bookbuilding process planned to take place today. Holders of the Bonds will be entitled to require an early redemption of the Bonds on the fifth anniversary after the Settlement Date at the principal amount together with accrued interest. The Issuer cannot call the Bonds for redemption before the fifth anniversary of the Settlement Date, and thereafter only if the share price of Klöckner & Co (over a specified period) exceeds 130% of the then prevailing conversion price.

Klöckner & Co intends to include the Bonds to trading in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.

Credit Suisse and Goldman Sachs International are acting as Joint Bookrunners, Joint Lead-Managers and sole syndicate members for the offering.

*****

IMPORTANT NOTE

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

This ad-hoc announcement is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this ad-hoc announcement and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this ad-hoc announcement should inform themselves of and observe any such restrictions.

This ad-hoc announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein (including the Bonds and the shares of Klöckner & Co) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the laws of any state within the U.S., and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. This ad-hoc announcement and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to United States persons or publications with a general circulation in the United States. No offering of the Bonds is being made in the United States.

In the United Kingdom, this ad-hoc announcement is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as “relevant persons”). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this ad-hoc announcement or any of its contents.

From the announcement of the final terms of the Bonds, the Joint Bookrunners may, to the extent permitted by and in accordance with applicable laws and directives, effect transactions with a view to supporting the market price of the Bonds and the Shares at a level higher than that which might otherwise prevail. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end no later than the earlier of 30 days after the settlement date and 60 days after the date of allotment of the Bonds. If commenced, such stabilising may lead to a market price of the Bonds or the Shares which may be higher than the level that would exist if no such stabilising measures were taken and may indicate to the market a price stability which without such stabilising might not prevail. However, there is no obligation on the Joint Bookrunners to engage in such stabilisation activities and such stabilisation, if commenced (which may not occur before the final terms of the Bonds have been announced), may be discontinued at any time.

*****

Issuer: Klöckner & Co SE, Am Silberpalais 1, D 47057 Duisburg
ISIN (share): DE000KC01000; WKN: KCO0100
Listed: Amtlicher Markt / Prime Standard; Frankfurter Wertpapierbörse

Further information can be obtained on the webpage of Klöckner & Co: www.kloeckner.de

Dr. Thilo Theilen - Spokesperson
Head of Investor Relations & Corporate Communications
Klöckner & Co SE
Am Silberpalais 1
47057 Duisburg, Germany
Tel.: + 49 (0) 203-307-2050
Fax: + 49 (0) 203-307-5025
E-mail: ir@kloeckner.de