ArcelorMittal société anonyme. R.C.S. Luxembourg B

Transcription

1 ArcelorMittal société anonyme L-2930 Luxembourg, 19, Avenue de la Liberté R.C.S. Luxembourg B (the Company ) MINUTES OF THE ANNUAL GENERAL MEETING (the "General Meeting") HELD ON TUESDAY 13 MAY, 2008 The General Meeting held at the registered office of the Company, 19 avenue de la Liberté, L-2930 Luxembourg, as announced in the convening notice, opened at a.m. The General Meeting proceeds with the constitution of its bureau. Joseph Kinsch, Chairman of the Board of Directors (the Chairman ), chairs and informs the General Meeting that this year it will be directly followed by an extraordinary general meeting. Next to the Chairman sit the following members of the Group Management Board: Lakshmi N. Mittal, Aditya Mittal, Gonzalo Urquijo and Michel Wurth. Jeff Potts and Eric van de Kerkhove from DELOITTE and Eric Damotte from KMPG, the auditors of ArcelorMittal in charge of the examination of the annual accounts for the 2007 financial year, are also present at the General Meeting. Designated scrutineers are: - Georges Schmit - Henk Scheffer Pierre-Alexandre Degehet is designated secretary of the General Meeting (the Secretary ). The Secretary reminds the attendants that the General Meeting is a private meeting and thus requests the press to respect the given instructions. 1

2 He also informs the General Meeting that the treatment and counting of the votes will be carried out by DIGIMEDIA and that these operations will be supervised by a bailiff ( huissier de justice ), Me Yves Tapella, from Esch/Alzette. The Secretary reminds the audience that for the Annual General Meeting no specific quorum is required and that, consequently, a simple majority of the votes cast will suffice in order to adopt the proposed resolutions related to items 1 to 11 of the agenda. He further reminds the General Meeting that the extraordinary general meeting will validly deliberate on the proposed resolutions related to item 12 of the agenda, only if at least 50% of the issued share capital is present or represented. The proposed resolution related to item 12 will then validly be adopted only if it is approved by at least two thirds of the votes cast at the extraordinary general meeting. The Secretary of the General Meeting confirms that the General Meeting has been validly announced by convening notices published in newspapers and official gazettes as follows: Name Mémorial C, Journal Officiel du Grand-Duché de Luxembourg, Recueil des Sociétés et Associations (official gazette) Publication date April 14, 2008, April 22, 2008 and April 30, 2008 D Wort, Luxembourg April 14, 2008, April 22, 2008 and April 30, 2008 La Voix, Luxembourg April 14, 2008, April 22, 2008 and April 30, 2008 Bulletin des Annonces Légales Obligatoires annexé au Journal Officiel de la République Française (BALO), France April 16, 2008 WSJ, USA April 14, 2008 La Tribune, France April 14, 2008 De Volkskrant, The Netherlands April 14, 2008 Euronext Price List, The Netherlands April 14, 2008 De Tijd, Belgium April 15, 2008 L Echo, Belgium April 15, 2008 Expansion, Spain April 15, 2008 and by individual letters addressed on April 23, 2008 to shareholders directly listed in ArcelorMittal s register of shareholders. The legally required publications, together with a copy of the letter addressed to directly registered shareholders of the Company, have been deposited at the bureau of the General Meeting. 2

3 At the registration desk of the General Meeting, all shareholders and proxy holders received a file containing, amongst others, the annual report relative to the financial year 2007, including Chairman of the Board of Directors report on Corporate Governance, the internal audit procedures, audit reports, annual accounts and consolidated annual accounts for the financial year 2007, the statements by the independent auditors and the convening notice, including the proposed resolutions by the Board of Directors. These documents were previously sent to directly registered shareholders and made available to other shareholders in the places indicated in the convening notices. An electronic voting device is handed to each shareholder and proxy holder at the registration desk of the General Meeting. No objection having been raised by the General Meeting, it is stated that the General Meeting is regularly constituted. The agenda of the General Meeting is then read by the Secretary: 1. Board of Directors and Auditors Report on the annual accounts and consolidated financial statements for the financial year Approval of the annual accounts for the financial year Approval of the consolidated financial statements for the financial year Determination of the amount of fees, compensation and attendance fees to be allocated to the Board of Directors 5. Allocation of results and determination of the dividend 6. Discharge of the directors 7. Acknowledgment of resignation and statutory elections 8. Renewal of the authorisation for the Company s Board of Directors and for the corporate bodies of other companies within the Group to acquire shares in the Company 9. Appointment of an independent company auditor to examine the annual accounts and the consolidated financial statements for the financial year Decision to authorise the Board of Directors to issue stock options or other equity-based awards to the Company s most senior group of managers 11. Decision to authorise the Board of Directors to put in place an employee share purchase plan The Secretary reads instructions on the electronic voting devices and explains the procedure for the question and answer session. 3

4 Lakshmi N. Mittal presents the annual accounts and the consolidated financial statements for He also makes reference to specific items on the agenda. Lakshmi N. Mittal thus introduces the new members of the Board of Directors to be elected by the General Meeting and explains further details of some proposed resolutions to the shareholders. Following Lakshmi N. Mittal s presentation, the Chairman makes a short statement in relation to his retirement as a member of the Board of Directors and thanks his colleagues and employees of the Group. The Chairman declares the question and answer session in relation to different items of the agenda open. Answers are given to shareholders oral and written questions. Guy Denutte, an individual shareholder, raises the first question: You have reorganised your participation in Arcelor Luxembourg into two holdings and I would like to know the price per share for that transfer and also the aim of that change? In his answer, Aditya Mittal emphasises that the transactions referred to are inter-group transactions and part of the post-merger reorganisation. All information was published to the extent required by law or regulation. Since this is the AGM of ArcelorMittal, not of Arcelor Luxembourg, Aditya Mittal recommends writing to the Company Secretary of Arcelor Luxembourg. Mr Lemaire, an individual shareholder, enquires about the number of employees who will benefit from this share distribution under the global share stock option plan. Lakshmi N. Mittal notes that this plan is offered to up to 800 senior managers and employees of the Company. Mr K. Douma, representing various shareholders, asks the following questions: Mr Kinsch is now stepping down as the Chairman/ President of the board without a proposal on the agenda to amend certain of the shortcomings in Corporate Governance. This is of concern to us. Therefore, we would like to ask you to do three things. Firstly, announce an extraordinary annual general meeting later this year. Secondly, the present chairman of the board must step down at this extraordinary AGM. Thirdly, a proposal must be presented to amend the company s Corporate Governance, including the appointment of a strong and independent chairman of the board. In his response, the Chairman explains ArcelorMittal s intention to have the best possible Corporate Governance. He refers inter alia to the French CAC 40, where almost half of the 40 listed companies have a joint Chairman and CEO. Furthermore, the Chairman reminds the shareholders of the newlynominated Lead Independent Director of the Board, Lewis B. Kaden, and his extensive business experience. This arrangement within the Board of Directors ideally combines, on the one hand, the experience and the leading role of Lakshmi N. Mittal as Chairman and CEO and, on the other hand, Lewis Kaden s vast experience in Corporate Governance matters. 4

5 Lakshmi N. Mittal elaborates further on the subject of Corporate Governance by stating that more than two thirds of ArcelorMittal s Board directors are independent. All of the directors have a three-year term, and it is most important to mention the appointment of the Lead Independent Director, taking care of the independence of the Board as required under the best Corporate Governance system. Reiterating the Chairman s reference to the CAC 40, Lakshmi N. Mittal notes that combining the role of Chairman & CEO is absolutely usual in European and US business, proven by a study conducted on this very subject. Mr Douma additionally inquires about the determination of the amount of fees, compensation and attendance fees to be allocated to the Board of Directors and the degree of transparency attached to this determination. Moreover, he asks about the renewal of the authorisation to acquire shares in the company. In this context, Mr Douma would like to be informed about the acquisition of 14.6 million shares from Carlo Tassara since Romain Zaleski was a non-executive director of the Board of Directors at the time of the transaction. In his response, Lakshmi N. Mittal notes that the amount of directors fees has already been disclosed, amounting to approximately USD 3.1 or USD 3.2 million for the past year, combining directors fees, compensation and attendance fees. No bonuses are paid to members of the Board of Directors for performing their duties. Concerning the acquisition of ArcelorMittal shares from Carlo Tassara, Lakshmi N. Mittal emphasises compliance with all sale process requirements. Xavier Lecoq asks the following question: The Gandrange plant is totally blocked off since early this morning by a number of employees. Are you ready to put in place a social plan to allow the restructuring of Gandrange? Gonzalo Urquijo comments that the Gandrange mill will continue to exist and to function. 320 people will continue to work in the rolling mill and around 140 people will move on to other activities such as marketing, R&D, etc. He also reminds the shareholders of the solution which will be found for each employee, be it in HR retirement, at the neighbouring factory of Florange or at the Group s Luxembourg plants. Moreover, the social plan comprises investments of EUR 30 million for the plant, including a steel service centre for construction that will employ 104 people. On behalf of the private shareholders, Henri Servais thanks the Chairman for his merits for the Company and the extraordinary shareholder value that he has created for the Group. He appreciates the Chairman s vision for the steel plants in Luxembourg and his effort to form, together with Lakshmi N. Mittal, the most important international steel company. The Chairman thanks Mr Servais for his kind words. Xavier Lecoq also asks a question about the subscription conditions and the duration of the Employee Share Purchase Plan. The Chairman indicates that the Employee Share Purchase Plan is a long-term plan, whilst emphasising that ArcelorMittal always looks at the success rate of its offerings to employees. The 5

6 Chairman notes that the conditions may be adjusted in the future, but that the offering as it exists today is fair to the employees. The last question raised by a Shareholder is again about the Employee Share Purchase Plan and its scope. Aditya Mittal states in his response that all employees can access the programme on a global basis. The only restriction is related to companies with less than 250 employees, where it is not offered at that particular facility because of the costs associated with offering such a programme to smaller units. In general, the Employee Share Purchase Plan applies to about 95% of employees. 2,500,000 ArcelorMittal Shares will be allocated, with a maximum of 200 shares per employee. With all questions having been answered and no shareholders nor proxy holders raising hands for further questions, the Chairman declares the question and answer session closed and reverts back to the agenda of the General Meeting in order to proceed with the voting on the proposed resolutions. The Chairman announces that eight hundred and seventy-seven million, nine hundred and ninety-two thousand, five hundred and twenty-six (877,992,526) shares are present or represented at the General Meeting, representing 63.12% (sixty-three point twelve per cent) of all outstanding shares. The Chairman then gives the floor to the Secretary of the General Meeting. The Secretary reminds those present of the practical arrangements for the voting process and proceeds to submit each proposed resolution in the agenda of the General Meeting to shareholder vote, reminding them of the object of each resolution whilst the text of the proposed resolution is projected on the screen. The shareholders are granted appropriate time to vote with the electronic voting devices made available. The results for each resolution are released immediately after the vote and prior to proceeding with the next proposed resolution. The results are as follows: FIRST RESOLUTION Approval of the annual accounts for the financial year 2007 The General Meeting, after having reviewed the management report by the Board of Directors and the statement by the independent auditor, approves the annual accounts for the financial year 2007 in their entirety, with a resulting profit for ArcelorMittal of USD 7,611,478,151. For: votes >99,9% Against: votes < 0,1% Abstain: votes 6

7 SECOND RESOLUTION Approval of the consolidated financial statements for the financial year 2007 The General Meeting, after having reviewed the management report by the Board of Directors and the statement by the independent auditor, approves the consolidated financial statements for the financial year 2007 in their entirety. For: votes > 99,9% Against: votes < 0,1% Abstain: votes THIRD RESOLUTION Determination of the amount of fees, compensation and attendance fees to be allocated to the Board of Directors The income to be distributed amounts to USD 12,433,724,370, from which USD 380,593,908 must be allocated to the legal reserve. The General Meeting, upon the proposal by the Board of Directors, sets the amount of directors fees, compensation and attendance fees to be allocated to the Board of Directors at USD 3,274,125. For: votes 99,7% Against: votes 0,3% Abstain: votes FOURTH RESOLUTION Allocation of results and determination of the dividend Given the third resolution, the General Meeting, upon the proposal by of the Board of Directors, decides to allocate the results of the financial year as follows: In U.S. dollars Profit for the year 7,611,478,151 Profit brought forward (Report à nouveau) 4,822,246,219 Results to be allocated and distributed 12,433,724,370 7

8 Transfer to the reserve for treasury shares 896,108,808 Allocation to the legal reserve 380,593,908 Directors fees, compensation and attendance fees 3,274,125 Dividend of USD 1.50 (gross) per share for the 2007 financial year (*) 2,173,239,521 Profit carried forward 8,980,508,008 (*) valued on the basis of 1,448,826,347 shares issued at December 31, 2007 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 17 March, For: votes > 99,9% Against: votes < 0,1% Abstain: votes FIFTH RESOLUTION Discharge of the directors The General Meeting decides to grant discharge to the directors for the financial year For: votes > 99,9% Against: votes < 0,1% Abstain: votes SIXTH RESOLUTION Acknowledgment of resignation and statutory elections The General Meeting, having acknowledged the end of the mandates and the resignation of six (6) directors in total as indicated above, decides to elect only four (4) directors. For: votes 98,6% Against: votes 1,4% Abstain: votes 8

9 SEVENTH RESOLUTION The General Meeting elects Lewis B. Kaden, residing 399 Park Avenue, 2 nd Floor, New York, NY 10022, USA, for a 3 year mandate, in accordance with article 8.3 of the Company's articles of association, which shall terminate on the date of the annual general meeting of shareholders to be held in For: votes 99,7% Against: votes 0,3% Abstain: votes EIGHTH RESOLUTION The General Meeting elects Ignacio Fernández Toxo, residing at Confederación Sindical de Comisiones Obreras, Fernández de la Hoz 12 6ª, Madrid, Spain, to continue the mandate of Manuel Fernandez Lopez, who resigns with effect as of 13 May, 2008, which shall terminate on the date of the annual general meeting of shareholders to be held in For: votes 95,5% Against: votes 4,5% Abstain: votes NINTH RESOLUTION The General Meeting elects Antoine Spillmann, residing at 2, rue Sigismond-Thalberg, CH-1204 Geneva, Switzerland, for a 3 year mandate, in accordance with article 8.3 of the Company's articles of association, which shall terminate on the date of the annual general meeting of shareholders to be held in For: votes 98,2% Against: votes 1,8% Abstain: votes 9

10 TENTH RESOLUTION The General Meeting elects Malay Mukherjee, residing at 81, Templars Avenue, Golders Green, London NW11 0NR, United Kingdom, for a 3 year mandate, in accordance with article 8.3 of the Company's articles of association, which shall terminate on the date of the annual general meeting of shareholders to be held in For: votes 94,8% Against: votes 5,2% Abstain: votes ELEVENTH RESOLUTION Renewal of the authorisation for the Company s Board of Directors and for the corporate bodies of other companies within the Group to acquire shares in the Company The General Meeting decides to cancel with effect as of this General Meeting the authorisation granted to the Board of Directors by the extraordinary general meeting of shareholders held on 5 November, 2007, with respect to the share buy-back programme, and decides to authorise, with effect as of this General Meeting, the Board of Directors of the Company, with option to delegate, and the corporate bodies of the other companies in the Group referred to in Article 49bis of the Luxembourg law on commercial companies (the Law ), to acquire and sell shares in the Company, under the conditions set forth in the Law. Such purchase and sales may be carried out for any purpose authorised or which would come to be authorised by the laws and regulations in force and in particular to enter into off-market and over the counter transactions and to acquire shares in the Company through derivative financial instruments. In accordance with the applicable 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 securities can 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 securities could amount to the entire program. Such transactions can be carried out at any time, including during a tender offer period, in accordance with the applicable laws and regulations. The authorisation is valid for a period of eighteen (18) months or until the date of its renewal as decided by a resolution of the general meeting of shareholders if such a renewal date is prior to this 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 group companies referred to in Article 49bis of the Law) cannot in any event exceed 10% of its subscribed share capital. 10

11 The purchase price per share to be paid in cash shall not represent more than 125% of the price on the New York Stock Exchange, Euronext Amsterdam by NYSE Euronext, Euronext Brussels by NYSE Euronext, Euronext Paris by NYSE Euronext, the Luxembourg Stock Exchange or the stock exchanges of Barcelona, Bilbao, Madrid and Valencia, depending on the market on which the transactions are made, and no less than the par value of the share at the time of repurchase. For offmarket transactions, the maximum purchase price shall be 125% of the price of Euronext Paris by NYSE Euronext. The price on the New York Stock Exchange or Euronext Amsterdam by NYSE Euronext, Euronext Brussels by NYSE Euronext, Euronext Paris by NYSE Euronext, the Luxembourg Stock Exchange or the stock exchanges of Barcelona, Bilbao, Madrid and Valencia will be deemed to be the higher of the average of the final listing price per share on the relevant stock exchange during the 30 consecutive days on which the relevant stock exchange is open for trading preceding the 3 trading days prior to the date of repurchase. In the event of a share capital increase by incorporation of reserves or issue premiums and the free 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 cannot in any event exceed the amount of the Company s then available equity. All powers are granted to the Board of Directors, with delegation powers, in view of ensuring the performance of this authorisation. For: votes 97,5% Against: votes 2,5% Abstain: votes TWELFTH RESOLUTION Appointment of an independent auditor to examine the annual accounts and the consolidated financial statements for the financial year 2008 The General Meeting decides to appoint Deloitte S.A., with its registered office at 560, rue de Neudorf, L-2220 Luxembourg, as independent auditor for the examination of the annual accounts of ArcelorMittal and the consolidated financial statements of the ArcelorMittal group for the financial year For: votes > 99,9% Against: votes < 0,1% Abstain:

12 THIRTEENTH RESOLUTION Decision to authorise the Board of Directors to issue stock options or other equity-based awards to the Company s most senior group of managers The General Meeting decides to authorise the Board of Directors to: (a) issue stock options or other equity-based awards to the Company s most senior group of managers for a number of the Company s shares not exceeding a maximum total number of eight million five hundred thousand (8,500,000) shares during the period from this General Meeting until the annual general meeting of shareholders to be held in 2009, either by issuing new shares or by delivering the Company s treasury shares, provided that the stock 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 shall be decided by the Board of Directors and shall be within the period commencing on and ending forty-two (42) days after the announcement of the results for the second quarter or the fourth quarter of the Company s financial year (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 eight million five hundred thousand (8,500,000) shares as indicated above for stock options or other equity- based awards represent less than zero point fifty-nine per cent (0.59%) of the number of the Company s shares in issue on the date of the present General Meeting. For: votes 92,8% Against: votes 7,2% Abstain: FOURTEENTH RESOLUTION Decision to authorise the Board of Directors to put in place an employee share purchase plan The General Meeting decides to authorise the Board of Directors to: (a) implement an Employee Share Purchase Plan ( ESPP ) reserved for all or part of the employees and executive officers of all or part of the companies comprised within the scope of consolidation of the Company s financial statements for a maximum number of two million five hundred thousand (2,500,000) shares, fully paid-up (b) for the purposes of the implementation of the ESPP, issue 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) shares fully paid-up during the period from this General Meeting to the annual general meeting of the Company to be held in

13 (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, as indicated above, for the implementation of the ESPP represents less than zero point two per cent (0.2%) of the number of the Company s shares in issue on the date of the present General Meeting. For: votes 93,4% Against: votes 6,6% Abstain: votes The Chairman then suggests that the General Meeting grants discharge to read the minutes in extenso which, no objection being made, is accepted. The Chairman then further reminds the General Meeting that it will be followed immediately by an extraordinary general meeting. With nothing else on the agenda of the General Meeting and there being no further questions, the meeting is closed at p.m. With no shareholder requesting to sign the minutes, they are signed by the members of the bureau. The Chairman Joseph KINSCH The Secretary Pierre-Alexandre DEGEHET The Scrutineer Georges SCHMIT The Scrutineer Henk SCHEFFER 13