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

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1 ArcelorMittal société anonyme Registered office: 19, avenue de la Liberté, L-2930 Luxembourg R.C.S. Luxembourg B CONVENING NOTICE As the ArcelorMittal extraordinary general meeting of shareholders called on 12 May 2009 to vote on the agenda set forth in this convening notice did not reach the 50% share capital quorum required by Luxembourg law, the shareholders of ArcelorMittal, société anonyme (the "Company") are invited to attend the reconvened Extraordinary General Meeting of Shareholders to be held before notary on Wednesday 17 th June 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 resolution of the Extraordinary General Meeting of Shareholders: 1. 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 Page 1 of 10

2 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 supplement to the report of the Board of Directors dated 23 rd March 2009 was issued by the Board of Directors to reflect the decision of the Board of Directors on 28 th April 2009 to issue up to USD 800 million 5% Senior Convertible Notes due 2014 and to launch an offer of up to 140,882,634 existing ArcelorMittal common shares. A copy of both reports, signed ne varietur by 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. Page 2 of 10

3 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 fifty-three (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. Sole draft 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 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 Luxembourg law of 10 August 1915 on commercial companies, as amended. Finally, the General Meeting empowers the Board of Directors of the Company to limit or cancel the preferential subscription rights of existing shareholders. Page 3 of 10

4 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 general meeting of shareholders and ending on the fifth anniversary of the date of publication in the Luxembourg legal gazette of the minutes of the general meeting held on 17 th June 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 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 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. 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 Page 4 of 10

5 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. * * * * * This reconvened Extraordinary General Meeting will validly deliberate on the sole proposed resolution regardless of the portion of the share capital represented. This resolution will validly be adopted only if approved by at least 2/3 of the votes cast at the reconvened Extraordinary General Meeting. Each share is entitled to one vote. A copy of the documentation related to this reconvened Extraordinary General Meeting ( EGM ) is available at the registered office of the Company and on the Company s website ( under Investors & Shareholders Extraordinary General Meeting 17 June 2009). 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 EGM 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 EGM 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 certificate ) for their shares to the relevant Centralisation Agent who must receive it on 9 th June 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 10 th June 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 EGM. As soon as the Centralisation Agent receives the blocking certificate, an admission card will be sent to the relevant shareholder. Page 5 of 10

6 The holders of European Shares must bring their admission card to the EGM. 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 EGM. Holders of New York Shares, whose ownership is indirectly recorded in the Company s New York shareholders register and who elect to attend the EGM 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 EGM. 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 9 th June 2009 at the latest. The holders of New York Shares must bring the proxy received from their financial intermediary to the EGM, which will serve as an attendance card for the EGM. 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 10 th June 2009 until after the completion of the EGM. (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 EGM by completing, signing, dating and returning the proxy form available from the Centralisation Agent and on the Company s website to: For holders of European Shares BNP Paribas Securities Services, Global Corporate Trust Proxy Department Immeuble Tolbiac Paris Cedex 09 France Tel.: Fax: For holders of New York Shares 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) Page 6 of 10

7 The proxy form can also be downloaded from the Company s website ( under Investors & Shareholders Extraordinary General Meeting 17 June 2009). The proxy form should not be received by BNP Paribas Securities Services or The Bank of New York Mellon later than 9 th June 2009 at the abovementioned addresses. 2. Conditions for proxy voting or to give 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 EGM 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 Extraordinary General Meeting 17 June 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 9 th June 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 EGM 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 Extraordinary General Meeting 17 June 2009). The completed, signed and dated proxy form must be returned together with the blocking certificate to the relevant Centralisation Agent for 9 th June 2009 at the latest in order to have that name recorded on the registration list of the EGM. 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 9 th June 2009 at the latest or by properly attending and voting in person at the EGM. Page 7 of 10

8 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 EGM 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 9 th June 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 10 th June 2009 until after the completion of the EGM. 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 EGM 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 Extraordinary General Meeting 17 June 2009). The completed, signed and dated form must be returned to the Centralisation Agent for 9 th June 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 9 th June 2009 at the latest to: The Bank of New York Mellon Proxy processing P.O. Box 3549 South Hackensack, NJ United States of America Page 8 of 10

9 Tel.: (U.S. only) Tel.: (International) 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 Page 9 of 10

10 South Hackensack, NJ United States of America Tel.: (U.S. only) Tel.: (International) Or: Contacting The Company s Investor Relations department directly: Tel.: or Fax : Luxembourg, 16 th May 2009 For the Board of Directors (The Chairman) Page 10 of 10

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