ArcelorMittal société anonyme Registered office: 19, avenue de la Liberté, L-2930 Luxembourg R.C.S. Luxembourg B CONVENING NOTICE

Transcription

1 ArcelorMittal société anonyme Registered office: 19, avenue de la Liberté, L-2930 Luxembourg R.C.S. Luxembourg B CONVENING NOTICE The shareholders of ArcelorMittal, société anonyme (the Company ) are invited to attend the Annual General Meeting of Shareholders directly followed by the Extraordinary General Meeting of Shareholders to be held before notary on Tuesday 12 th May 2009 at a.m. at the registered office at 19, avenue de la Liberté, L-2930 Luxembourg, G.D. Luxembourg in order to deliberate on the following matters: Agenda and proposed resolutions of the Annual General Meeting of Shareholders: 1. Presentation of the management report of the Board of Directors and the reports of the independent company auditor (Réviseurs d Entreprises) on the annual accounts of the parent company drawn up in accordance with the laws and regulations of the Grand-Duchy of Luxembourg (the Parent Company Annual Accounts ) and the consolidated financial statements of the ArcelorMittal group drawn up in accordance with the International Financial Reporting Standards as adopted in the European Union (the Consolidated Financial Statements ) for the financial year 2008 ArcelorMittal société anonyme 19, avenue de la Liberté L-2930 Luxembourg G.D. of Luxembourg T F Registered office as postal address Luxembourg B N IBLC: N VAT: LU

2 2. Approval of the Consolidated Financial Statements for the financial year 2008 Draft resolution (1 st resolution) The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent company auditor (Réviseur d Entreprises), approves the Consolidated Financial Statements for the financial year 2008 in their entirety, with a resulting consolidated net income of USD 10,439 millions. 3. Approval of the Parent Company Annual Accounts for the financial year 2008 Draft resolution (2 nd resolution) The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent company auditor (Réviseur d Entreprises), approves the Parent Company Annual Accounts for the financial year 2008 in their entirety, with a resulting profit for ArcelorMittal as parent company of the ArcelorMittal group of USD 19,093,961,939 (established in accordance with the laws and regulations of the Grand-Duchy of Luxembourg, as compared to the consolidated net income of USD 10,439 millions established in accordance with International Financial Reporting Standards as adopted in the European Union, the subject of the first resolution). 4. Allocation of results, determination of dividend, and determination of compensation and attendance fees to be allocated to the members of the Board of Directors in relation to the financial year 2008 Draft resolution (3 rd resolution) T he General Meeting, upon the proposal of the Board of Directors, acknowledges that the results to be allocated and distributed amount to USD 28,134,244,719, from which USD 105,278,200 must be allocated to the legal reserve and USD 395,657,429 must be allocated to the reserve for shares held in treasury (actions propres). Draft resolution (4 th resolution) Given the third resolution, the General Meeting, upon the proposal of the Board of Directors, decides to allocate the results of the Company based on the Parent Company Annual Accounts for the financial year 2008 as follows: In U.S. dollars Profit for the year 19,093,961,939 Profit brought forward (report à nouveau)(*) 9,040,282,780 Results to be allocated and distributed 28,134,244,719 Transfer to the reserve for treasury shares (actions propres) 395,657,429 Allocation to the legal reserve 105,278,200 Directors compensation (tantièmes) and attendance fees payable 2,870,634 Dividend payable at the rate of USD 0.75 (gross) per share (**) 1,086,619,760 Profit carried forward 26,543,818,696 (*) Represents the profit brought forward prior to the transfer to the reserve for treasury shares of USD 395,657,429 as described in Note 8.3 to the Parent Company Annual Accounts. (**) Valued on the basis of 1,448,826,347 shares in issue at 31 December 2008.

3 Dividends are paid in equal quarterly instalments of USD (gross) per share. A first instalment of dividend of USD (gross) per share has been paid on 16 March Draft resolution (5 th resolution) Given the third and the fourth resolutions, the General Meeting, upon the proposal of the Board of Directors, sets the amount of annual directors compensation (tantièmes) and attendance fees to be allocated to the members of the Board of Directors at USD 2,870, Discharge of the directors Draft resolution (6 th resolution) The General Meeting decides to grant discharge to the directors for financial year Statutory elections of members of the Board of Directors The General Meeting acknowledges that the mandate of the following members of the Board of Directors will come to an end effective on the date of this General Meeting: - Michel Marti; - Sergio Silva de Freitas; - Wilbur L. Ross; - Narayanan Vaghul; - Francois Pinault; and - Jean-Pierre Hansen. Draft resolution (7 th resolution) The General Meeting, having acknowledged the end of the mandates of six directors in total as indicated above, decides to re-elect the following three directors. Draft resolution (8th resolution) The General Meeting elects Narayanan Vaghul, residing at 63 First Main Road Flat no. 3, R A Puram, Chennai, India, for a three-year mandate, in accordance with article 8.3 of the Company s articles of association, which mandate shall terminate on the date of the general meeting of shareholders to be held in Draft resolution (9th resolution) The General Meeting elects Wilbur L. Ross, residing at 328 El Vedado Road, Palm Beach, Florida , United States of America, for a three-year mandate, in accordance with article 8.3 of the Company s articles of association, which mandate shall terminate on the date of the general meeting of shareholders to be held in Draft resolution (10 th resolution) The General Meeting elects François Pinault, residing at 48, rue de Bourgogne, Paris, France, for a three-year mandate, in accordance with article 8.3 of the Company s articles of association, which mandate shall terminate on the date of the general meeting of shareholders to be held in 2012.

4 7. Renewal of the authorisation of the Board of Directors of the Company and of the corporate bodies of other companies in the ArcelorMittal group to acquire shares in the Company Draft resolution (11 th resolution) The General Meeting decides to cancel with effect as of this General Meeting the authorisation granted to the Board of Directors by the general meeting of shareholders held on 13 May 2008 with respect to the share buy-back programme and decides to authorise, effective immediately after this General Meeting, the Board of Directors of the Company, with option to delegate, and the corporate bodies of the other companies in the ArcelorMittal group referred to in Article 49bis of the Luxembourg law of 10 August 1915 on commercial companies, as amended (the Law ), to acquire and sell shares in the Company in accordance with the Law and for all purposes authorised or which may come to be authorised by the laws and regulations in force, including but not limited to entering into off-market and over-the-counter transactions and to acquire shares in the Company through derivative financial instruments. Euronext markets of Amsterdam, Paris, and Brussels - Luxembourg Stock Exchange - Spanish stock exchanges of Barcelona, Bilbao, Madrid and Valencia In accordance with the laws transposing Directive 2003/6/EC of 28 January 2003 and EC Regulation 2273/2003 of 22 December 2003, acquisitions, disposals, exchanges, contributions and transfers of shares may be carried out by all means, on or off the market, including by a public offer to buy back shares or by the use of derivatives or option strategies. The fraction of the capital acquired or transferred in the form of a block of shares may amount to the entire program. Such transactions may be carried out at any time, including during a tender offer period, in accordance with applicable laws and regulations. New York Stock Exchange Any share buy-backs on the New York Stock Exchange should be performed in compliance with Section 10(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), Rule 10b-5 promulgated thereunder, and Section 9(a)(2) of the Exchange Act. The authorisation is valid for a period of eighteen (18) months or until the date of its renewal by a resolution of the general meeting of shareholders if such renewal date is prior to such period. The maximum number of shares that can be acquired is the maximum allowed by the Law in such a manner that the accounting par value of the Company s shares held by the Company (or other ArcelorMittal group companies referred to in Article 49bis of the Law) may not in any event exceed 10% of its subscribed share capital. The purchase price per share to be paid in cash shall not represent more than 125% of the trading price of the shares on the New York Stock Exchange and on the Euronext European markets on which the Company is listed, the Luxembourg Stock Exchange or the Spanish stock exchanges of Barcelona, Bilbao, Madrid and Valencia, depending on the market on which the purchases are made, and no less than one Euro. For off-market transactions, the maximum purchase price shall be 125% of the price on the Euronext European markets where the Company is listed. The reference price will be deemed to be the average of the final listing prices per share on the relevant stock exchange during 30 consecutive days on which the relevant stock exchange is open for trading preceding the three trading days prior to the date of purchase. In the event of a share capital increase by incorporation of reserves or issue premiums and the free

5 allotment of shares as well as in the event of the division or regrouping of the shares, the purchase prices indicated above shall be adjusted by a coefficient multiple equal to the ratio between the number of shares comprising the share capital prior to the transaction and such number following the transaction. The total amount allocated for the Company s share repurchase program may not in any event exceed the amount of the Company s then available equity. All powers are granted to the Board of Directors, with the power to delegate powers, in view of ensuring the performance of this authorisation. 8. Appointment of an independent company auditor ( Réviseur d Entreprises) for the purposes of the Parent Company Annual Accounts and the Consolidated Financial Statements for the financial year 2009 Draft resolution (12 th resolution) The General Meeting decides to appoint Deloitte S.A., with registered office at 560, rue de Neudorf, L-2220 Luxembourg, G.D. Luxembourg, as independent company auditor (Réviseur d Entreprises) for the purposes of an independent audit of the Parent Company Annual Accounts and the Consolidated Financial Statements for the financial year Decision to grant the Board of Directors the option to pay bonuses in relation to the financial years 2008 and 2009 partly in shares and in cash Background The ArcelorMittal Compensation Policy for executives is based on four principles: Provide a total compensation competitive with executive compensation levels of industrial companies of a similar size and scope; Promote internal equity and market median base pay levels for our executives, combined with pay for performance ; Motivate managers towards the achievement of ArcelorMittal group-wide and personal goals, including safety, efficiency and growth; and Retain individuals who consistently perform at or above expected levels and contribute to the success of the organisation. In addition to the fixed annual salary, a discretionary bonus plan is in place for certain groups of employees. Individual bonus amounts are determined by applying an entity multiplier and an individual multiplier to a percentage of the annual base salary of the employee, with the percentage amount being a function of the employee s level of responsibility in the Company. The entity multiplier is based on (i) the financial performance (based on EBITDA 1, Free Cash Flow and Cost Performance) of the ArcelorMittal group as a whole, (ii) the performance of the relevant business unit, and (iii) the achievement of specific objectives (example: Health & Safety milestones). As a result, the bonus level is also dependent on the global economic environment. The individual multiplier reflects the individual s performance and potential, which are determined by his/her rating in the Global Executive Development Programme ( GEDP ). The GEDP provides an annual four-step process for managing an individual s performance, ensuring a systematic approach to performance management, succession planning and identifying talents. The 1 Earnings Before Interest, Taxes, Depreciation and Amortisation.

6 bonus plan, called the Global Performance Bonus Plan, is applicable to more than 2,000 executives and managers worldwide. The bonus is calculated as a percentage of the individual s base salary. Different percentage ranges are used depending on the hierarchical level of the individual. Performance-related bonuses may only be paid if certain minimum performance thresholds are exceeded by the ArcelorMittal group as a whole and/or the relevant business segment. Historically, bonuses have been paid in cash. The proposal submitted to this General Meeting is to give the Company the option to pay up to 40% of the employee s bonus amount in fully paid-up shares issued at market value on a date set by the Board of Directors upon a recommendation of the Appointments, Remuneration and Corporate Governance Committee. Employees receiving shares may keep or sell them and no mandatory retention period will apply. Draft resolution (13 th resolution) The General Meeting decides to authorise the Board of Directors to: (a) implement the payment of bonuses in relation to financial years 2008 and 2009 to eligible employees of the Company partly in shares of the Company (up to 40%), with the balance to be paid in cash, provided that the maximum number of shares allocated to employees in connection therewith shall not exceed five million (5,000,000) shares in total, which may either be newly issued shares or shares held in treasury; and (b) do or cause to be done all such further acts and things as the Board of Directors may determine to be necessary or advisable in order to implement the content and purpose of this resolution. The General Meeting further acknowledges that the maximum total number of five million (5,000,000) shares for this purpose represents less than zero point four per cent (0.4 %) of the Company s current issued share capital. 10. Decision to authorise the Board of Directors to issue share options or other equity based awards under the Long Term Incentive Plan Background The Long Term Incentive Plan which covers the period from and including 2009 to and including 2018 (the LTIP ), also known as ArcelorMittalShares, is a global share option plan offered to ArcelorMittal group executives around the world which aims to incentivize them about shareholder value creation. It is proposed that, for the period from this General Meeting to the general meeting of shareholders to be held in 2010, a maximum of eight million five hundred thousand (8,500,000) options on shares (based on the assumption that one option gives right to one share) of the Company may be potentially allocated to qualifying employees under the LTIP (the Cap ). In later years, the number of options on shares to be potentially allocated under the LTIP will be submitted for approval to the general meeting of shareholders held in the relevant year. The LTIP is designed to enhance the long-term performance and the retention of key employees and is complementary to the existing program of performance-related bonuses. The LTIP will be open to the most senior managers across the ArcelorMittal group, with between 500 and 700 managers qualifying. The exercise price of each option will equal not less than the fair market value at the date of grant. The size of each award is based on the level of responsibility of the individual and on his or her performance and potential based on his or her GEDP rating (as explained in Agenda Item 9). The allocation of share options under the LTIP is reviewed by the Appointments, Remuneration and Corporate Governance Committee, comprised of three members of the Company s Board of Directors, all

7 of whom are independent, which makes a recommendation to the Board of Directors. The options are 10 year options and vest in equal installments of one third of the number of share options allocated in a given year, on the 1 st, 2 nd and 3 rd anniversary of the grant date. The Cap may be increased by the additional number necessary to preserve the rights of the option holders in the event of a transaction impacting the Company s share capital. If the Cap is not fully used up during the period from this General Meeting until the general meeting of shareholders to be held in 2010, there will be no carry-over and the general meeting of shareholders to be held in 2010 will be asked to vote on a new envelope for allocation under the LTIP in the period. Draft resolution (14 th resolution) The General Meeting decides to: (a) approve the Long-Term Incentive Plan which will cover the period from and including financial year 2009 to and including financial year 2018 (the LTIP ), a copy of which is available to shareholders on request from the Company s Investor Relations department whose contact details are provided at the end of this convening notice; (b) delegate to the Board of Directors the power to issue share options or other equity-based awards and incentives to all eligible employees under the LTIP for a number of Company s shares not exceeding eight million five hundred thousand (8,500,000) options on fully paid-up shares, which may either be newly issued shares or shares held in treasury, during the period from this General Meeting until the general meeting of shareholders to be held in 2010 (defined as the Cap ), provided, that the share options will be issued at an exercise price that shall not be less than the average of the highest and the lowest trading price on the New York Stock Exchange on the day immediately prior to the grant date, which date shall be decided by the Board of Directors and shall be within the respective periods specified in the LTIP; (c) delegate to the Board of Directors the power to decide and implement any increase in the Cap by the additional number necessary to preserve the rights of the option holders in the event of a transaction impacting the Company s share capital; and (d) do or cause to be done all such further acts and things as the Board of Directors may determine to be necessary or advisable in order to implement the content and purpose of this resolution. The General Meeting further acknowledges that the Cap represents less than zero point six per cent (0.6%) of the Company s current issued share capital on a diluted basis. 11. Decision to authorise the Board of Directors to implement the Employee Share Purchase Plan 2009 Background The Employee Share Purchase Plan ( ESPP ) is part of a global employee engagement and participation policy which aims to reward employees through ownership, encourage a culture of economic and financial awareness among employees, as well as to ultimately incentivize employees about shareholder value creation. The ESPP 2009 may comprise up to two million five hundred thousand (2,500,000) shares, with a maximum of up to 200 shares per employee. For the first maximum of 100 shares that may be purchased by each employee, a discount of 15% will be applied to the reference price, being the average of the opening and closing prices of the Company s share on the New York Stock exchange on the business day immediately prior to the opening of the subscription period. The price of the second maximum of

8 100 shares that may be purchased will be subject to a similarly calculated 10% discount. Any shares subscribed for by employees will be subject to a three-year lock-up period. Draft resolution (15 th resolution) The General Meeting decides to authorise the Board of Directors to: (a) decide the implementation of the Employee Share Purchase Plan 2009 ( ESPP 2009 ) reserved for all or part of the employees of all or part of the companies comprised within the scope of consolidation of the Consolidated Financial Statements for a maximum number of two million five hundred thousand (2,500,000) shares; and (b) for the purposes of the implementation of the ESPP 2009, issue new shares within the limits of the authorised share capital and/or deliver treasury shares up to a maximum of two million five hundred thousand (2,500,000) fully paid-up shares during the period from this General Meeting to the general meeting of shareholders to be held in 2010; and (c) do or cause to be done all such further acts and things as the Board of Directors may determine to be necessary or advisable in order to implement the content and purpose of this resolution. The General Meeting further acknowledges that the maximum total number of two million five hundred thousand (2,500,000) shares of the Company as indicated above for the implementation of the ESPP 2009 represent less than zero point two per cent (0.2 %) of the Company s current issued share capital on a diluted basis. Agenda and proposed resolution of the Extraordinary General Meeting of Shareholders: 12. Decision to (i) renew for a five-year period the authorised share capital of EUR 7,082,460,000 represented by 1,617,000,000 shares without nominal value, compared to the Company s issued share capital of EUR 6,345,859, represented by 1,448,826,347 shares without nominal value, representing a potential maximum increase in the Company s issued share capital of 168,173,653 new shares, and (ii) authorise the Board of Directors of the Company to issue, within the limit of such authorised share capital, new shares for various types of transactions and to amend article 5.5 of the articles of association of the Company. The General Meeting acknowledges that the 13 th May 2008 shareholders meeting limited the use by the Board of Directors of the authorised share capital to increases of the issued share capital for the purpose of mergers, acquisitions or similar transactions and the delivery of shares upon exercise or conversion of the Company s share options or in connection with other equity-based awards granted under any employee incentive or benefit plan or issues of shares under employee share offerings, based on an authorisation valid for a period ending on 5 th November 2012 with the right for the Board of Directors to limit or cancel the preferential subscription rights of existing shareholders. The General Meeting acknowledges the report of the Board of Directors issued on 23 rd March 2009 relating to the renewal and expansion of the authorised share capital. A copy of this report, signed ne varietur by

9 the chairman, the secretary, the scrutineer and the undersigned notary will remain annexed to the present deed for purposes of filing with the Luxembourg registration authorities. The Board of Directors believes that it is in the best interest of the Company to be able to implement acquisitions and other transactions by way of issue of shares (or the rights to shares) in order to fund any such acquisitions or other transactions directly or indirectly or as consideration for acquired assets. The Board of Directors further believes that the Company should be able to access the capital markets to meet some of its financing or refinancing needs by way of the issue of shares and bonds or notes convertible into shares and any other financial instruments giving access to capital. With this purpose in mind, the Board of Directors resolved, on 23 rd and 24 th March 2009, the issue of EUR % bonds due 2014 convertible and/or exchangeable for new and/or existing shares of the Company or OCEANE (the Bonds ) convertible or exchangeable at the earliest on 13 th May 2009 into existing or new shares or, at the option of the Company, cash or a combination thereof. In addition and as set out in its report presented to the 12 th November 2007 general shareholder s meeting, the Board of Directors believes that the Company, in connection with its corporate object, strategic plans and the development of its business, should have the ability to issue shares to its directors, employees, managers, officers, consultants and/or agents of the ArcelorMittal group based on share option plans and/ or incentive compensation or similar plans which the Board of Directors may implement from time to time. To the extent necessary, the Board of Directors proposes to enable the Company to issue shares within the authorised share capital for the purposes described herein without reserving any preferential subscription rights of existing shareholders. Finally, the Board of Directors underscores the fact that the size of the authorised share capital is the same as approved by the shareholders meeting in May 2008 and would, if fully used up, require the issuance of a maximum of one hundred sixty-eight million one hundred seventy-three thousand six hundred and fiftythree (168,173,653) new shares representing no more than 11.6% of the Company s current number of outstanding shares for the purposes described above. Draft resolution (16 th resolution) The General Meeting resolves to renew the authorised share capital of seven billion eighty-two million and four hundred and sixty thousand Euro (EUR 7,082,460,000) represented by one billion six hundred and seventeen million (1,617,000,000) shares without nominal value for a five-year period ending on the fifth anniversary of the date of publication in the Luxembourg legal gazette of the minutes of the General Meeting. The General Meeting authorises the Board of Directors of the Company to issue, within the limit of the authorised capital, new shares, and subsequently to amend article 5.5 of the articles of association of the Company. The General Meeting further authorises the Board of Directors of the Company to determine the conditions of any capital increase including through contributions in cash or in kind, by the incorporation of reserves, issue premiums or retained earnings, with or without the issue of new shares, or following the issue and

10 the exercise of subordinated or non-subordinated bonds convertible into or repayable by or exchangeable for shares (whether provided in the terms at issue or subsequently provided), or following the issue of bonds with warrants or other rights to subscribe for shares attached, or through the issue of stand-alone warrants or any other instrument carrying an entitlement to, or the right to subscribe for, shares. The General Meeting also authorises the Board of Directors of the Company to set the subscription price, with or without issue premium, the date from which the relevant shares or financial instruments will carry beneficial rights and, if applicable, the duration, amortisation, other rights (including as to early repayment), interest rates, conversion rates and exchange rates of the aforesaid financial instruments as well as all the other conditions and terms of such financial instruments including as to their subscription, issue and payment, for which the Board of Directors may make use of Article 32-1 paragraph 3 of the Law. Finally, the General Meeting empowers the Board of Directors of the Company to limit or cancel the preferential subscription rights of existing shareholders. Thereupon, the General Meeting resolves to amend Article 5.5 of the Company s Articles of association, which will henceforth read as follows: 5.5 The board of directors is authorised, during a period from the date of this annual general meeting of shareholders and ending period ending on the fifth anniversary of the date of publication in the Luxembourg legal gazette of the minutes of the general meeting held on 12 th May 2009, without prejudice to any renewals, to increase the issued capital on one or more occasions within the limits of the authorised capital. The board of directors is authorised to determine the conditions of any capital increase including through contributions in cash or in kind, by the incorporation of reserves, issue premiums or retained earnings, with or without the issue of new shares, or following the issue and the exercise of subordinated or nonsubordinated bonds, convertible into or repayable by or exchangeable for shares (whether provided in the terms at issue or subsequently provided), or following the issue of bonds with warrants or other rights to subscribe for shares attached, or through the issue of stand-alone warrants or any other instrument carrying an entitlement to, or the right to subscribe for, shares. The board of directors is authorised to set the subscription price, with or without issue premium, the date from which the shares or other financial instruments will carry beneficial rights and, if applicable, the duration, amortisation, other rights (including early repayment), interest rates, conversion rates and exchange rates of the aforesaid financial instruments as well as all the other conditions and terms of such financial instruments including as to their subscription, issue and payment, for which the board of directors may make use of Article 32-1 paragraph 3 of the Law. The board of directors is authorised to limit or cancel the preferential subscription rights of existing shareholders. Decisions of the board of directors relating to the issue, pursuant to the authorisation conferred by this article 5.5, of any financial instruments carrying or potentially carrying a right to equity shall, by way of derogation from article 9 of the present articles of association, be taken by a majority of two-thirds of the members present or represented.

11 When the board of directors has implemented a complete or partial increase in capital as authorised by the foregoing provisions, article 5 of the present articles of association shall be amended to reflect that increase. The board of directors is expressly authorised to delegate to any natural or legal person to organise the market in subscription rights, accept subscriptions, conversions or exchanges, receive payment for the price of shares, bonds, subscription rights or other financial instruments, to have registered increases of capital carried out as well as the corresponding amendments to article 5 of the present articles of association and to have recorded in said article 5 of the present articles of association the amount by which the authorisation to increase the capital has actually been used and, where appropriate, the amounts of any such increase that are reserved for financial instruments which may carry an entitlement to shares. * * * * * The General Meeting will validly deliberate on the resolutions related to items 1 to 11 of the agenda (resolutions 1 to 15) regardless of the number of shareholders present and of the number of shares represented, and the resolutions relating to these agenda items will be adopted by a simple majority of the votes validly cast by shareholders present or represented. The General Meeting will validly deliberate on the resolution related to item 12 of the agenda (resolution 16) only if at least 50% of the issued share capital is present or represented. This resolution will validly be adopted only if approved by at least 2/3 of the votes cast at the General Meeting. Each share is entitled to one vote. A copy of the documentation related to this Annual General Meeting and Extraordinary General Meeting (together, the General Meetings ) is available at the registered office of the Company and on the Company s website ( under Investors & Shareholders Annual General Meeting 12 May 2009). In accordance with applicable law, certain additional documents are available at the registered office of the Company. For shareholders whose ownership is directly or indirectly recorded in the Company s local Dutch shareholders register or directly in the Luxembourg shareholders register without being held on a local shareholder register (the European Shares ) and for holders of shares whose ownership is directly or indirectly recorded in the Company s New York shareholders register (the New York Shares ), the conditions for attendance or representation at the General Meetings are as follows: 1. Conditions for personal attendance (i) Holders whose ownership is indirectly recorded Holders of European Shares whose ownership is indirectly recorded in the Company s local Dutch shareholders register or in the local Luxembourg shareholders register and who elect to attend the General Meetings in person must ask their financial intermediary (bank, financial institution or other intermediary) with whom their shares are on deposit, to send a blocking certificate (the blocking

12 certificate ) for their shares to the relevant Centralisation Agent who must receive it on 4 th May 2009 at the latest. The blocking certificate must indicate clearly the precise identity of the owner of the ArcelorMittal shares, the number of shares being blocked, the date from which such shares are being blocked, which must be no later than the 5 th May 2009, and a statement that the relevant shares are registered in the local bank or broker s records in the holder s name and shall be blocked until the close of the General Meetings. As soon as the Centralisation Agent receives the blocking certificate, an admission card will be sent to the relevant shareholder. The holders of European Shares must bring their admission card to the General Meetings. In case the shareholder has not received his/her admission card on time, he/she must bring his/her identity card or passport to the General Meetings. Holders of New York Shares, whose ownership is indirectly recorded in the Company s New York shareholders register and who elect to attend the General Meetings in person must have their financial intermediary (bank, financial institution or other intermediary) or its agents with whom their shares are on deposit, issue to them a proxy confirming that they are authorised to attend and vote at the General Meetings. In addition to obtaining a proxy, their financial intermediary must complete and return a New York Share blocking request to The Bank of New York Mellon. This blocking request must be received by The Bank of New York Mellon on 4 th May 2009 at the latest. The holders of New York Shares must bring the proxy received from their financial intermediary to the General Meetings, which will serve as an attendance card for the General Meetings. The New York Shares blocking request will result in these holders shares being placed into a designated blocked account at The Depository Trust Company for a period to commence on 5 th May 2009 until after the completion of the General Meetings. (ii) Holders whose ownership is directly recorded The holders of European Shares and New York Shares whose ownership is directly recorded in one of the Company shareholders registers are invited to announce their intention to participate at the General Meetings by completing, signing, dating and returning the proxy form available from the Centralisation Agent and on the Company s website to:

13 For holders of European Shares For holders of New York Shares BNP Paribas Securities Services, The Bank of New York Mellon Global Corporate Trust Proxy Department Proxy processing Immeuble Tolbiac P.O. Box Paris Cedex 09 South Hackensack, NJ France United States of America Tel.: Tel.: (U.S. only) Fax: Tel.: (International) The proxy form can also be downloaded from the Company s website ( under Investors & Shareholders Annual General Meeting 12 May 2009). The proxy form should not be received by BNP Paribas Securities Services or The Bank of New York Mellon later than 4 th May 2009 at the abovementioned addresses. 2. Conditions for proxy voting or grant a mandate (i) Holders whose ownership in indirectly recorded Holders of European Shares whose ownership is indirectly recorded in the Company s local Dutch shareholders register or in the local Luxembourg shareholders register and who are unable to attend the General Meetings in person may give voting instructions to the Company Secretary, Mr. Henk Scheffer, or to a third party that the holder designates. Prior to giving voting instructions to the Company Secretary, holders of European Shares must (a) have obtained and delivered to the Centralisation Agent the completed, dated and signed proxy form and the blocking certificate described above (see - Conditions for personal attendance ) that can be obtained from the relevant Centralisation Agent or downloaded from the Company s website ( under Investors & Shareholders Corporate Governance Annual General Meeting 12 May 2009). The completed, signed and dated proxy form must be received together with the blocking certificate at the abovementioned address by the relevant Centralisation Agent on 4 th May 2009 at the latest. A holder of European Shares who wishes to be represented by a proxy other than the Company Secretary must have obtained and delivered to the relevant Centralisation Agent the blocking certificate described above (see - Conditions for personal attendance ). In addition, the third party designated as proxy must bring to the General Meetings the completed, dated and signed proxy form that can be obtained from the relevant Centralisation Agent or downloaded from the Company s website ( under Investors & Shareholders Annual General Meeting 12 May 2009). The completed, signed and dated proxy form must be returned together with the blocking certificate to the relevant Centralisation Agent for 4 th May 2009 at the latest in order to have that name recorded on the registration list of the General Meetings. Holders of European Shares who have obtained the blocking certificate and have executed a proxy but who wish to revoke such proxy may do so at any time by timely delivering a properly executed, later-dated proxy to the relevant Centralisation Agent on 4 th May 2009 at the latest or by properly attending and voting in person at the General Meetings.

14 The holders of New York Shares whose ownership is indirectly recorded in the Company s New York shareholders register and who are unable to attend the General Meetings in person must follow the voting procedures and instructions received from their financial intermediary or its agents. In addition, they must instruct their financial intermediary to complete and return a New York Share blocking request to The Bank of New York Mellon. This blocking request must be received by The Bank of New York Mellon on 4 th May 2009 at the latest. The share blocking request will result in these holders shares being placed into a designated blocked account at The Depository Trust Company for a period to commence on 5 th May 2009 until after the completion of the General Meetings. The holders of New York Shares must contact their financial intermediary regarding the procedures to change or revoke their voting instructions. In either case, simply attending the General Meetings without voting will not revoke the proxy. (ii) Holders whose ownership is directly recorded (including participants in the ArcelorMittal Employee Share Purchase Program 2008) The holders of European Shares whose ownership is directly recorded in the Company s Dutch local shareholders register or in the Luxembourg local shareholders register without being held on either local register must complete, sign and date the form that can be obtained from: BNP Paribas Securities Services, Global Corporate Trust Immeuble Tolbiac Paris Cedex 09 France Tel.: Fax: The same form can also be downloaded from the Company s website ( under Investors & Shareholders Annual General Meeting 12 May 2009). The completed, signed and dated form must be returned to the Centralisation Agent for 4 th May 2009 at the latest. The holders of New York Shares whose ownership is directly recorded in the Company s New York shareholders register must complete, sign and date the U.S. proxy card. The completed, signed and dated U.S. proxy card must be returned for 4 th May 2009 at the latest to: The Bank of New York Mellon Proxy processing P.O. Box 3549 South Hackensack, NJ United States of America Tel.: (U.S. only) Tel.: (International)

15 3. Request for information and contact details of Centralisation Agents Shareholders requiring more information may do so by: Contacting the Centralising Agents: - for European Shares included in the Euroclear Nederland system and admitted to trading either on Euronext Amsterdam by NYSE Euronext, Euronext Paris by NYSE Euronext, or Euronext Brussels by NYSE Euronext: BNP Paribas Securities Services Banking and Global Corporate Trust Operations Herengracht BS Amsterdam The Netherlands Tel : Fax : for European Shares included in the Clearstream Banking or Euroclear Bank system and admitted to trading on the Luxembourg Stock Exchange s regulated market: BGL Listing and Agency Services 50, avenue J.F. Kennedy, L Luxembourg, Grand Duchy of Luxembourg Tel.: or Fax: for European Shares included in the Iberclear system and admitted to trading on the Spanish exchanges: BNP Paribas Securities Services Banking Operations GIS Calle Ribera de Loira Madrid Spain Tel.: Fax: for New York Shares admitted to trading on the New York Stock Exchange: The Bank of New York Mellon Proxy processing P.O. Box 3549 South Hackensack, NJ United States of America

16 Tel.: (U.S. only) Tel.: (International) Or: Contacting The Company s Investor Relations department directly: Tel.: or Fax : Luxembourg, 10 th April 2009 For the Board of Directors (The Chairman)