ArcelorMittal. société anonyme. 19, Avenue de la Liberté, L-2930 Luxembourg, Grand-Duchy of Luxembourg. R.C.S. Luxembourg B 82.

Transcription

1 ArcelorMittal société anonyme 19, Avenue de la Liberté, L-2930 Luxembourg, Grand-Duchy of Luxembourg R.C.S. Luxembourg B (The Company ) MINUTES OF THE ANNUAL GENERAL MEETING (the AGM ) AND THE EXTRAORDINARY GENERAL MEETING (the EGM ) (The "General Meetings") HELD ON WEDNESDAY 8 MAY 2013 from 10:30 AM AT THE HOTEL ROYAL IN LUXEMBOURG The Chairman and CEO, Mr. Lakshmi N. Mittal, welcomed the shareholders to the Annual General Meeting of the shareholders of ArcelorMittal, which was to be immediately followed by an Extraordinary General Meeting of shareholders. Mr. Lakshmi N. Mittal announced that the following persons had taken place on the podium: Mr. Lewis B. Kaden, Lead Independent Director; Mr. Aditya Mittal, CFO and GMB Member responsible for Flat Europe, Investor Relations and Communications; Mr. Lou Schorsch, Member of the Group Management Board Responsible for Flat Carbon Americas, group strategy, Chief Technology Officer, research and development, commercial coordination and marketing, and global automotive; Mr. Peter Kukielski, Member of the Group Management Board, responsible for Mining; Mr. Gonzalo Urquijo, Member of the Group Management Board, responsible for Asia, Africa, Commonwealth of Independent States (excluding China and India); Distribution Solutions; Tubular Products and corporate responsibility; Mr. Michel Wurth, Member of the Group Management Board, responsible for Long Carbon Worldwide; and Mr. Henk Scheffer, Company Secretary as well as Mr. Jean-Joseph Wagner, notary. The Chairman pointed out the presence of the members of the Board of Directors in the first row of the audience: Mr. Jeannot Krecké, Mr. Antoine Spillmann, Mr. Tye Burt, Mrs. Suzanne Nimocks, Mr. Bruno Lafont and Mr. Narayanan Vaghul. Also present were Mr. Larry Koch and Mr. Vafa Moayed from Deloitte, ArcelorMittal s independent auditor, who had examined the 2012 financial statements submitted to this Annual General Meeting. 1

2 Mr. Lakshmi N. Mittal suggested designating Mr. Antoine Spillmann and Mr. Tye Burt as scrutineers of the meeting, to which there was no objection from the shareholders present. The Chairman proposed to appoint Mr. Henk Scheffer, ArcelorMittal s Company Secretary, as Secretary of the General Meetings and welcomed Mr. Wagner, notary in Luxembourg, in charge of preparing the necessary deed for the Extraordinary General Meeting. Mr. Lakshmi N. Mittal drew the attention of the participants to the fact that shareholders must own at least one share of ArcelorMittal in order to attend the General Meetings and that they must have followed the procedures described in the convening notice published on April 5, The Chairman requested Mr. Scheffer to explain the technical points about the General Meetings. Mr. Scheffer pointed out that members of the press were authorised to attend these General Meetings but that these General Meetings were private, therefore he informed the members of the press present that they were not allowed to make any audio or video recordings. He requested that mobile phones would be switched off for the duration of the meeting. Mr. Scheffer explained that the processing and counting of votes would be carried out by external service provider IML, and that the voting process would be supervised by a Luxembourg ministerial officer ( huissier de justice ), Mr Yves Tapella. He also explained that the AGM would validly deliberate on the resolutions regardless of the number of shareholders present and the number of shares represented, and that the resolutions on the agenda would be adopted by a simple majority of the votes validly cast by the shareholders present or represented. He indicated that the EGM that will follow the AGM would validly deliberate on the resolutions on its agenda only if a quorum of at least 50% of the issued share capital was present or represented, and that EGM resolution I would validly be adopted only if approved by at least two-thirds of the votes cast. Mr. Scheffer mentioned that the shareholders would be reminded again of these voting conditions before the beginning of the vote on the EGM agenda item. He confirmed that the bureau of these General Meetings was comprised of Mr. Mittal as Chairman, two scrutineers, Mr. Antoine Spillmann and Mr. Tye Burt, and of himself as Secretary. The publications required by law had been deposited with the bureau. The documents and information required by law had been sent or made available to the shareholders in a timely manner. The convening notice for these General Meetings had been published in Tageblatt and D Wort, two Luxembourg newspapers on 5 th April 2013 and in the Luxembourg official gazette Mémorial C on 5 th April Copies of these publications could be consulted at the registration table. Thereafter the Chairman confirmed that the General Meetings had been convened in accordance with Luxembourg law, were validly constituted and could validly deliberate and resolve on all their respective agenda items. The Chairman read out the agenda of the General Meetings and drew the shareholders attention to the agenda of the AGM. He indicated that items 1 to 5 and item 7 were routine items for any AGM, and that after presenting the 2012 results and commenting on trends for 2013 the Chairman would elaborate in more detail on agenda items 6 (election of members of the Board of Directors) and 8 (authorisation of grants of share based incentives), as well as on the agenda item of the EGM related to the decision to increase the authorised share capital of the Company by an amount equal to an increase of 19.84% of the current issued share capital. Mr. Lakshmi N. Mittal explained that he would not be able to comment on the results of the first quarter of 2012 as these would only be announced on the following Friday morning. The secretary drew attention to the pack with the ArcelorMittal logo which shareholders had received and contained special cards on which shareholders could write questions, should they wish to raise any 2

3 question during the Questions & Answers sessions, and explained that it contained a French version of the presentation. He also reminded the meeting of the fact that only the shareholders present in person or proxy holders were entitled to ask questions. Questions from shareholders were to be answered following the presentation of the 2012 accounts and the non-routine agenda items of the AGM. Presentation of 2012 results Mr. Lakshmi N. Mittal then presented the results of ArcelorMittal in 2012 as well as specific highlights of its operations and strategy. AGM Thereafter, the Chairman turned his attention to the review of the Annual General Meeting agenda items that are non-standard items. He started with Item 6: the Board of Directors. He introduced the proposal to re-elect Mrs. Vanisha Mittal Bhatia. She was appointed to the board of directors of LNM Holdings in June 2004 and to Mittal Steel s board of directors in December She is head of strategy at Aperam. The Chairman explained the proposal to re-elect Mrs. Suzanne P. Nimocks. She was a director at global management consulting firm McKinsey & Company from 1999 to 2010, and worked as a leader in the firm s global petroleum, electric power & natural gas, organization and risk management practices. She chaired the environmental committee of the Greater Houston Partnership, the primary advocate of Houston s business community, until the end of Mrs Nimocks is currently a board member for Encana Corporation, Rowan Companies Inc. and Owens Corning, all listed companies, and Valerus, a private company. He continued by introducing the proposal to re-elect Jeannot Krecké, Luxembourg s former Minister of the Economy and Foreign Trade and Minister of Sport in After the elections of 2009, he retained the portfolio of Minister of the Economy and Foreign Trade from July 2004 to February 2012, he represented the Luxembourg government at the Council of Ministers of the European Union in the internal market and industry sections of its competitiveness configuration, on the Economic and Financial Affairs Council and in the energy section of its transport, telecommunications and energy configuration. He was a member of the Eurogroup from 2004 to Mr. Krecké is currently the chief executive officer of Key International Strategy Services and is on the board of JSFC Sistema and CalzedoniaFinanziara S.A. The Board of Directors was of the opinion that the proposal for re-nomination of these distinguished ladies and gentleman strikes a good balance between the experience, expertise and diversity required of members of the Board. The Chairman continued his comments with the issue of the grant of equity incentives in the form of Performance Share Units (PSUs). He explained that the Group Management Board Performance Share Unit Plan (the GMB PSU Plan ) is designed to enhance the long-term performance of the Company and align the members of our Group Management Board ( GMB ) to the Company s objectives. The GMB PSU Plan complements ArcelorMittal s existing program of annual performance-related bonuses which is the Company s reward system for short-term performance and achievements. The main objective of the GMB PSU Plan is to be an effective performance-enhancing scheme for GMB members based on the achievement of ArcelorMittal s strategy aimed at creating a measurable long-term shareholder value. The details of the scheme were set out in the Convening notice for the meeting plus appendices. 3

4 The 2013 Cap for the number of PSUs that may be allocated to the GMB members and other retention based grants below the GMB level, if any, is proposed to be set at a maximum of 3,500,000 shares (the 2013 Cap ), representing less than 0.22% of the Company s current issued share capital on a diluted basis. The potential dilution from earlier incentive plans is ,288, including the 3,500,000 shares could lead to a total potential dilution of 1.80% over 7 years. EGM Mr. Lakshmi N. Mittal then drew the attention of the meeting to the agenda item of the Extraordinary General Meeting. As explained in the convening notice, the report of the Board of Directors of the Company relating to the proposed increase in ArcelorMittal s authorized share capital, the authorization to limit or suspend the preferential subscription right of existing shareholders and amend articles 5.2 and 5.5 of the articles of association accordingly which had been available to shareholders on request and on ArcelorMittal s website since 5 April. He explained that the proposal to increase the authorised share capital was based on the need to deliver the necessary ordinary shares upon conversion of the USD 2,250,000,000 aggregate principal amount of 6% MandatorilyConvertible Subordinated Notes due 2016 which had been issued in an offering which closed on 16 January 2013 which are on the basis of the current conversion ratio mandatorily convertible into up to 134,328,600 ordinary shares of the Company (the "MCN"), and for the Company to have adequate flexibility going forward. The historical flexibility granted to the Board to issue ordinary shares was 10% of the issued share capital. The remaining unissued part of the current authorised share capital (which now consists of 1,773,091,461 ordinary shares) is limited to approximately 6.1% or 107,699,239 ordinary shares after the recent share issuance in January When taking into account the shares required to cover the conversion of the MCN and the ordinary shares to be potentially issued based on the Company's existing equity-based incentive plans into account, and subtracting the treasury shares available to ArcelorMittal on the date of this convening notice, the Company would need to be able to raise the number of issued ordinary shares to 1,814,415,648 (the "Minimum Requirement"), which means there is currently a shortfall in the necessary authorised share capital of 41,324,187 ordinary shares It is also proposed to renew the authorisation to the Board to issue new ordinary shares currently valid until 17 June 2014 from the date of this General Meeting until five years from the date of the publication of the minutes of this General Meeting in the Luxembourg official gazette (Mémorial C). The proposal was (i) to approve an increase of the Company's authorised share capital by EUR 523,788,717.20, equivalent to 222,765,752 ordinary shares without nominal value (which is 19.84% above the currently issued share capital, but corresponds to 10% the Minimum Requirement explained before and will therefore allow the Company to revert to a historical level of flexibility), so that the Company's authorised share capital shall amount to EUR 8,249,049,316.38, represented by 1,995,857,213 ordinary shares without nominal value; (ii) to renew, from the date of this General Meeting until five years after the publication of the minutes of this General Meeting in the Luxembourg official gazette Memorial C, the authority of the Board of Directors to issue additional ordinary shares in the Company within the limit of the new authorised share capital, and (iii) to authorize the Board of Directors to limit or suppress the preferential subscription right of existing shareholders in this regard. The purpose of the limitation or suppression of preferential subscription rights is to allow the Board of Directors to choose the most beneficial process to issue additional ordinary shares, taking into account market conditions and appropriate processes, as well as the rights of existing shareholders. 4

5 To implement the proposal articles 5.2 and 5.5 of the Companies articles of association would need to be updated. Q&A session At the request of the Chairman, the Secretary introduced the Questions and Answers session with an explanation of the procedure. A summary of the questions asked and answers is provided is Attachment A to these minutes. The Q&A session lasted approximately 1 hour. Vote The Chairman then closed the Q&A session and stated that, according to the attendance list that had been just handed to him, it showed that the shareholders present or represented at today s meeting own a total of shares of 1,003,022,745 representing 60,23 % of the voting rights. This means that the 50% quorum required to validly deliberate on EGM resolution I has been met. The Chairman announced that he would first submit the proposed resolutions related to AGM items 1 to 8 of the agenda to the vote (AGM resolutions I to X). He asked the Secretary to inform the shareholders about the practical arrangements for the voting process. The Secretary explained that the meeting would vote on each of the resolutions by means of an electronic voting device that had been handed to the shareholders upon registration. In addition, he pointed out how the electronic voting device worked and how shareholders should vote by using the device. He reminded the meeting of the fact that Mr Yves Tapella, bailiff, who was there to monitor the reliability of the electronic voting process, had checked the good functioning of a sample of the voting devices. The meeting then proceeded to vote on the resolutions as appropriate after the reading out loud of each resolution by the Secretary. AGM RESOLUTIONS 1. Report of the Board of Directors and the Auditors Reports on the annual accounts and the consolidated financial statements for the 2012 financial year No vote was required for this item. 2. Approval of the Consolidated Financial Statements for the 2012 financial year Draft resolution I The General Meeting, after having reviewed the management report of the Board of Directors and the report by the independent company auditor, approved the Consolidated Financial Statements for the 2012 financial year in their entirety, with a resulting net loss for ArcelorMittal of USD 3,844 million The proposal was approved with 99,889% of the votes casts for and 0,11% against. 5

6 3. Approval of the Parent Company Annual Accounts for the 2012 financial year Draft resolution II The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent company auditor, approved the Parent Company Annual Accounts for financial year 2012 in their entirety, with a resulting loss for ArcelorMittal as parent company of the ArcelorMittal group of USD 6,502,612,465 (established in accordance with the laws and regulations of the Grand- Duchy of Luxembourg, as compared to the consolidated net loss of USD 3,844 million established in accordance with International Financial Reporting Standards as adopted by the European Union, the subject of Resolution I). The proposal was approved with 99,974% of the votes casts for and 0,03% against. 4. Allocation of results, determination of dividend, and determination of compensation to be allocated to the members of the Board of Directors in relation to the financial year 2012 Draft resolution III The General Meeting acknowledged the net loss of USD 6,502,612,465 and no allocation to the legal reserve or to the reserve for treasury shares is required. On this basis the General Meeting, upon the proposal of the Board of Directors, decided to pay a dividend out of profit brought forward and to allocate the results of the Company based on the Parent Company Financial Statements for the financial year 2012 as follows: Loss for the year USD (6,502,612,465) Profit brought forward (Report à nouveau) USD 48,710,673,796 Results to be allocated and distributed USD 42,208,061,331 Transfer to reserve for treasury shares Allocation to the legal reserve -- Directors remuneration for financial year 2012 (as per Resolution IV, below) USD 1,981,469 Dividend of USD 0.20 (gross) per share relating to financial year 2012* USD 332,952,603 Profit carried forward USD 41,873,127,259 * On the basis of 1,560,285,485 shares in issue at 31 December 2012 net of treasury shares held by the Company and the 104,477,612 new ordinary shares issued on 14 January 2013 resulting in a total number of shares issued of 1,664,763,017 shares. 6

7 The General Meeting acknowledged that the dividend of USD 0.20 (gross) per share will be paid on 15 July The proposal was approved with 99,491% of the votes casts for and 0,51% against. 5. Remuneration of the Board of Directors over 2012 Draft resolution IV Given the third resolution, the General Meeting, upon the proposal of the Board of Directors, left the basis for remuneration for the Board of Directors unchanged compared to the previous year and set the amount of total remuneration for the members of the Board of Directors in relation to the financial year 2012 at USD 1,981,469, based on the annual fees set out in the convening notice, which are unchanged from the previous year. The proposal was approved with 96,598% of the votes casts for and 3,40% against. 6. Discharge of the directors for the Financial Year 2012 Draft resolution V The General Meeting decided to grant discharge to the directors for the financial year The proposal was approved with 96,622% of the votes casts for and 3,38% against. 7. Re-election of members of the Board of Directors The mandate of each of the three following directors has come to an end on the date of this General Meeting: Mrs Vanisha Mittal Bhatia, Mrs Suzanne P. Nimocks and Mr Jeannot Krecké. The tabled proposal is to re-elect Mrs Vanisha Mittal Bhatia, Mrs Suzanne P. Nimocks and Mr Jeannot Krecké as members of the Board of Directors for another three-year term. Draft resolution VI The General Meeting re-elected Mrs Vanisha Mittal Bhatia as director of ArcelorMittal for a three-year mandate that will automatically expire on the date of the annual general meeting of shareholders to be held in The proposal was approved with 98,844% of the votes casts for and 1,16% against. Draft resolution VII The General Meeting re-elected Mrs Suzanne P. Nimocks as director of ArcelorMittal for a three-year mandate that will automatically expire on the date of the annual general meeting of shareholders to be held in The proposal was approved with 99,506% of the votes casts for and 0,49% against. 7

8 Draft resolution VIII The General Meeting re-elected Mr Jeannot Krecké as director of ArcelorMittal for a three-year mandate that will automatically expire on the date of the annual general meeting of shareholders to be held in The proposal was approved with 99,07% of the votes casts for and 0,92% against. 8. Appointment of an independent company auditor to examine the annual accounts and the consolidated financial statements for the 2013 financial year Draft resolution IX The General Meeting decided to appoint Deloitte Audit Sàrl, with registered office at 560, rue de Neudorf, L-2220 Luxembourg, as independent auditor for the audit of the Parent Company Annual Accounts and the Consolidated Financial Statements for the financial year The proposal was approved with 99,90% of the votes casts for and 0,09% against. 9. Authorisation of share based incentives in relation to 2013 Draft resolution X The General Meeting acknowledged the above background information provided about the GMB PSU Plan and authorises the Board of Directors: a) to issue up to 3,500,000 of the Company s fully paid-up ordinary shares under the 2013 Cap, which may be either newly issued shares or shares held in treasury, such authorisation to be valid from the date of this General Meeting until the General Meeting of shareholders to be held in 2014, (b) to adopt any rules or measures to implement the GMB PSU Plan and other retention based grants below the level of the GMB that the Board of Directors may at its discretion consider appropriate, (c) to decide and implement any increase of the 2013 Cap by the additional number of shares of the Company necessary to preserve the rights of the grantees of PSUs in the event of a transaction impacting the Company s share capital, and (d) to 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 proposal was approved with 96,159% of the votes casts for and 3,84% against. EGM RESOLUTION The meeting then moved on to the Extraordinary General Meeting items which required a quorum of 50% of ArcelorMittal s issued and outstanding shares to be present or represented. The Secretary confirmed that the 50% quorum was met as 60,23% of the voting rights in the Company were present or represented, and that the EGM could therefore validly deliberate. The Secretary reminded the audience that a majority of two thirds of the votes must be cast in favour of each EGM resolution in order for it to be adopted. 8

9 1. Decision to increase the authorised share capital of the Company by an amount equal to 10% of the current issued share capital, authorise the Board of Directors to limit or suspend the preferential subscription right of existing shareholders, and amend articles 5.2 and 5.5 of the articles of association accordingly Draft resolution (EGM Resolution I) The General Meeting resolved to: (a) to increase the authorised share capital by EUR 523,788,717.20, equivalent to 222,765,752 ordinary shares, so that the Company s authorised share capital shall amount to EUR 8,249,049,316.38, represented by 1,995,857,213 ordinary shares without nominal value; (b) to authorise the Board of Directors, during a period of five years from the date of this General Meeting of shareholders to the fifth anniversary of the date of publication in the Luxembourg official gazette (Mémorial C) of the minutes of this General Meeting, to issue additional shares in the Company within the limit of the authorised share capital set out in point (a) of these resolutions, (c) to authorise the Board of Directors to limit or cancel the preferential subscription rights of existing shareholders in the event of any increase in the issued share capital up to and including the authorized share capital set out in point (a) of these resolutions, and (d) to amend article 5.2 and the first paragraph of article 5.5 of the articles of association accordingly as set out in the meeting documentation. The proposal was approved with 88,454% of the votes casts for and 11,55% against. * * * * * CLOSING OF THE MEETING The Chairman kindly asked the General Meeting to agree to dispense the notary with the reading the text of the deed relating to the Extraordinary General Meeting. There was no objection from the audience. The Chairman thanked the shareholders for their participation to the General Meetings and expressed his wish to see them again at the Company s next general meeting of shareholders. He then closed the General Meetings at 12:15 p.m. CET and invited the shareholders and the other participants for a buffet lunch. Signed by: Lakshmi N. Mittal (Chairman) Henk Scheffer (Secretary) Tye Burt (Scrutineer) Antoine Spillmann (Scrutineer) 9

10 ATTACHMENT A Questions and Answers session at the 8 May 2013 Annual General Meeting and Extraordinary General Meeting Below is a summary of the questions and answers raised during the AGM. How do you explain the sharp decrease of the share price in 2013, when at the same time all stock exchanges are picking up? First of all it is important to stress that ArcelorMittal share price has been developing in line with its peer group. In fact, if we compare it with our major competitors, their share price has even sharply decreased. It is clear that this is reflecting the negative outlook of the macroeconomic and market indicators (uncertainty about the European outlook, demand drop in 2012 as well as in Q and weaker commodities price). There is no clear picture regarding the European economy and thus we have reduced our demand and continue to believe that Europe will continue in recession in The positive side is that we do expect a demand up turn and an improving economy for the second half of As US is concerned, we see a strong auto and construction market in contrast with a weaker energy and machinery markets. Similarly, China s outlook for the first half 2013 has not been as strong as expected. The indicators for the commodities and steel markets are not positive and that is the reason that we have seen such a sharp decrease of the share price in How it is possible to expect that the level of debt will significantly decrease by USD 15 billion if you take into consideration the 2013 results forecast and the financial commitments of the company? We believe we have we have taken the appropriate actions to address our debt situation and plan to reduce net debt to USD 17 billion by the end of June 2013 which is comfortably within our net debt/ebitda ratio. The placement of shares and convertible bonds for an amount of approximately USD 4 billion in January 2013 clearly demonstrates we are on track, We are confident that our main target of reducing our debt level by USD 15 billion will be achieved and we are continuously working to reduce it in the mid term. What does ArcelorMittal expect from the European Commission support plan for the steel industry? 10

11 ArcelorMittal expects the European Commission not only to issue a clear program improving the energy prices in Europe but also a guideline on social and labour reforms. We have seen the draft for these two aspects as well as an increasing support in favour of the steel industry as far as energy and labour are concerned and do not expect anything else. Since the March 15th Investor Day event, the share price has decreased by 20% which means that the market capitalisation of the company is currently lower than its debt, this means that the financial markets do not understand your strategy. Why? The macroeconomic and market outlook are not positive and everyone see that the commodities markets will remain weaker for the rest of the year because of the uncertainties on the global economy. ArcelorMittal share prices have dropped since the 15 th of March but are in line with all its peer groups, confirming that the low prices of the shares are reflecting concern about market and economic conditions. Are there other risk of asset depreciation (in mining?) such as was the case for FCE in 2012? We do not foresee any rise of asset impairment in the mining business. We continue to invest in the growth of the business to increase capacity by 14 million tonnes by 2015 and all our mining projects are on track. Can you explain to us what LIS is? Low Impact Steelmaking (LIS). This programme is a result of the strong collaboration from both ArcelorMittal and the French Ministry of Research during the last few months. The LIS project is a French private-public research programme that will work on innovative technologies that combines the reduction of CO2 emissions in steelmaking with solutions to develop CO2 savings in other processes. As part of its commitment with the French government, ArcelorMittal will contribute 13 million to the total budget of the programme which is 32 million. This programme will help to strengthen the region s reputation as a leading place for innovation as 60% of the activities will take place in Lorraine. As part of this partnership, the ArcelorMittal Research and 11

12 Development centre at Maizières-Les-Metz will play a key role in the programme and it will be responsible for the coordination of the four areas of research on Co2 emissions reduction: Developing solutions for heating steel gas, Optimizing injection technology and blast furnaces settings, Separating and creating value for Co2 in other processes, Using other sources to reduce gas in the steel industry. This program confirms the commitment of ArcelorMittal to find breakthrough solutions to reduce Co2 emissions in the steelmaking process in an economical way and confirms the willingness of ArcelorMittal to continue the long-term relationship with the University of Lorraine. Why did you close the historical Arbed headquarters building and what is the future of this building? ArcelorMittal is constantly adapting its facilities to the economic environment in the steel industry. Due to ongoing weakness in the European market we are reviewing our cost base; this includes also reducing fixed costs. Thus ArcelorMittal has decided to temporarily close its office building at Avenue de la Liberté in In these economically hard times we are saving costs worldwide - this includes savings at production sites as well as in general services and administration. Therefore corporate administration in Luxembourg is leading by example and saves costs in the offices at Avenue de la Liberté. We have decided to temporarily close the office building at Avenue de la Liberté. The ArcelorMittal University mainly used the building for seminars. Due to travel restrictions these seminars have increasingly been replaced by web based training modules. Hence the building would be heavily underutilized while at the same time there is office space available in other buildings. The affected 200 employees have been transferred to other ArcelorMittal office buildings in the country. In recent years, ArcelorMittal has already concentrated personnel from all over the world in Luxembourg to improve efficiency and working conditions for corporate administration. Luxembourg as the headquarters of ArcelorMittal has the largest administrative population of the group worldwide. For the time being, it is not envisaged to sell the Liberty building. Following the closures at Florange, Liège, etc. will you be able to face any future increase in the demand for steel? Will you have sufficient capacity? 12

13 As coastal blast furnaces are more competitive, it therefore makes sense to focus primary production on these facilities. At present we are operating 16 blast furnaces out of 21 (if you take away the two we are closing in Liège and Florange) in Europe. Slab will either be transformed at the primary plant or transported to inland finishing facilities located near our customers. This will be a more efficient, more competitive model for the changed environment. Is the debt level of the company stabilized after placement of shares and convertible bonds for an amount of approximately USD 4 billion in January 2013? Yes. It has substantially reduced our debt level and helped us on our way to reach our announced midterm target of a net debt of USD 15 billion. Can you tell us whether ArcelorMittal is interested in acquiring the Thyssen Krupp factories in the U.S. and Brazil, and if so, what is the funding or the impact on the debt level of the company? We do not comment on strategic M&A projects before their conclusion. Economic growth is close to zero in most European countries and the European steel industry still seems to always have a certain level of overcapacity. The results of the company are suffering from this situation and are far from the record levels of 2007 and The steel cycle does not seem to show an improvement in Europe after four lacklustre years. In this difficult environment how does the Chairman see the development of the economy and society in Europe in the coming years? Steel demand in Europe is now 30% below pre-crisis levels. Even if it recovers at 3% per annum it will still be close to 15% below that level by Prices have fallen and the business is unprofitable. This is not sustainable. Faced with what is a structural change, we have to adapt our footprint in-line with the new market realities and we have a clear vision to achieve this, as well as on how to return our Company to profitability. In any case, I want to reinforce that our strategy is fundamentally an industrial one, based on a response to a significantly reduced demand for our product. We believe that, provided the situation does not unexpectedly deteriorate further, that we have already announced the major components of our 13

14 restructuring. Steel demand in Europe declined by approximately 9% this year but is only expected to further decline by 0.5% this year, before hopefully starting to recover slightly in Can you comment on the separate reporting of ArcelorMittal mining environmental information? We report separately on our mining business financial results since 1Q We already publish health and safety and CO 2 data for our mining operations and plan to extend the indicators we cover. The CO 2 emissions from our mining business, reported for the first time in our 2012 corporate responsibility report, were 2.7 million tonnes of CO 2 ; our mining business represents about 1.4% of the group s total CO 2 footprint. Coal mines also emit methane and we are investigating how to accurately measure these emissions. See also how we are using methane in electricity generation in Kazakhstan. ( Is ArcelorMittal s willing to report the monetised effects of the Company s operations on the environment and the amount needed to compensate for these, following the Environmental Profit & Loss Account (EPLA) framework introduced by e.g. PUMA in 2011? ArcelorMittal is familiar with the Environmental Profit & Loss Account which now is promoted through an organisation called The B Team that has recently been set up. It is a very interesting development and we have also been informed that they are looking at developing indicators for Social Profit & Loss Accounting and we will observe these developments with interest. What action does ArcelorMittal take in respect of its responsibility on the highly vulnerable ecosystem in the Canadian Arctic where it operates a mining complex We are aware of the unique character of this location and are paying close attention to its environment and biodiversity. We have prepared a comprehensive Environmental Impact Statement (EIS) that identified the potential effects of the project on the biophysical and socio-economic environments. Management and monitoring plans have been developed to ensure our future operations avoid or minimise potential impacts on 14

15 biological diversity and the environment which supports a range of species. The project has also integrated the value Inuit and the territory of Nunavut place on Valued Ecosystem Components in the development of research initiatives going forward. The project passed an important milestone on December 28, 2012, when a project certificate was issued by the Nunavut Impact Review Board. Now that the project certificate has been approved, Baffinland has started with obtaining all necessary permits and licences to begin with the construction and operation of the Mary River project. We have a dedicated website that gives the latest update, please see: What is ArcelorMittal s view on a socially responsible tax policy ensuring that its taxes are paid where the economic activity is taking place and in support to this on reporting country-by-country (and project-byproject) regarding taxes in the future? Our Company s tax policy ensures that we honour all our tax obligations wherever we are in the world. ArcelorMittal upholds the highest levels of tax compliance, ethics and integrity in all transactions and interactions regarding tax. In line with this we already comply with EITI country-level reporting obligations, where applicable. From 2014 we will also report in accordance with the Dodd-Frank stipulations. To what extent is ArcelorMittal willing to increase the sustainability related percentage of the variable remuneration of its executives and to expand this with sustainability criteria other than health and safety? Health and Safety performance is a key element of our executive remuneration policy, with 20% of our senior management s bonus dependent on the group s fatality and lost time injury frequency rate. EBITDA and operating free cash flow are two other measures used to calculate the bonus for the Group Management Board. Both indicators are among other things, affected by improvements in energy efficiency and other resource efficiency measures, such as improved utilization of raw materials. 15