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

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1 ArcelorMittal société anonyme 19, Avenue de la Liberté, L-2930 Luxembourg, Grand-Duchy of Luxembourg R.C.S. Luxembourg B MINUTES OF THE ANNUAL GENERAL MEETING (the "General Meeting") HELD ON TUESDAY 11 MAY 2010 The General Meeting convened at the registered office of the Company, 19 avenue de la Liberté, in L Luxembourg, Grand-Duchy of Luxembourg, as announced in the convening notice, was opened at a.m. The following members of the Board of Directors were seated next to Mr. Lakshmi N. Mittal, the chairman (the Chairman ) and Chief Executive Officer of the Company: - From the Board of Directors: Mr. Jeannot Krecké; Mr. Antoine Spillmann; H.R.H. Prince Guillaume de Luxembourg; and Mr. John Castegnaro; - From the Group Management Board: Mr. Aditya Mittal, Chief Financial Officer; Mr. Christophe Cornier; Mr. Peter Kukielski; Mr. Gonzalo Urquijo and Mr. Michel Wurth. Mr. Henk Scheffer, Company Secretary, was also seated among the above persons. Mr. Eric van de Kerkhove and Mr. Jeff Potts from Deloitte, ArcelorMittal s auditors who examined the annual accounts of the 2009 financial year, were present at the General Meeting, as well as Mr. Pierre- Alexandre Degehet from Bonn Schmitt Steichen (Luxembourg legal counsel) and Mr. Philippe Hoss from Elvinger Hoss & Prussen (Luxembourg legal counsel). Mr. Lakshmi N. Mittal first proceeded with the constitution of the bureau of the General Meeting. The following two persons were proposed as scrutineers (each, a Scrutineer ): - Mr. Antoine Spillmann; and - H.R.H. Prince Guillaume de Luxembourg ArcelorMittal - Minutes AGM doc 1

2 Mr. Henk Scheffer was proposed as secretary of the General Meeting (the Secretary ). At there were no objections, the constitution of the bureau was approved. Mr. Henk Scheffer then reminded the audience that the General Meeting is a private meeting and thus asked the members of the press present to respect the instructions that given to them about picture-taking and recordings. He also informed the General Meeting that the processing and counting of the votes would be carried out by the professional service provider IML in conjunction with BNP Paribas Securities Services and that these operations was being supervised by an huissier de justice, Me Yves TAPELLA from Esch/Alzette. Mr. Lakshmi N. Mittal reminded the audience that for the General Meeting no specific quorum is required and that, consequently, a simple majority would adopt the proposed resolutions related to items 1 to 10 of the agenda. Mr. Lakshmi N. Mittal also explained that in compliance with articles 7.3 of the articles of association of the Company, the General Meeting would validly deliberate on resolution 13 (item 11) of the agenda only if at least 50% of the issued share capital is present or represented. The proposed resolution 13 would only be adopted if approved by at least 2/3 of the votes cast at the General Meeting, it being noted that each ArcelorMittal share is entitled to one vote. Mr. Lakshmi N. Mittal confirmed that the General Meeting had been validly convened by convening notices published as follows: Name Publication date Mémorial C, Journal Officiel du Grand-Duché de 8 April and 30 April 2010 Luxembourg, Recueil des Sociétés et Associations (official gazette) D Wort, Luxembourg 8 April and 30 April 2010 La Voix, Luxembourg 8 April and 30 April 2010 Expansion, Spain 8 April 2010 The convening notice in French, Spanish and English, the proxy forms in French, Spanish and English, the Annual Report 2009 in English and the Rapport d Activité 2009 in French were sent to the shareholders directly registered in the register of shareholders of ArcelorMittal by mail between April 8 and 12. The Annual Report 2009 includes all documents required to be provided to shareholders by Luxembourg law in connection with the annual general meeting. All the foregoing documents were also made available starting on 8 April 2010 on the Company s website in the Investors & Shareholders section under the header Annual General Meeting 11 May The legally required publications had been deposited with the bureau of the General Meeting. An electronic voting device was given to each properly registered shareholder and proxy holder prior to each of them entering the room where the General Meeting was taking place. ArcelorMittal - Minutes AGM doc 2

3 No objection being raised by the General Meeting, Mr. Lakshmi N. Mittal proceeded to declare that the General Meeting had been validly constituted. The Secretary then read out the agenda of the General Meeting: 1. Presentation of the management report of the Board of Directors and the reports of the independent company auditor on the annual accounts of the parent company prepared 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 prepared in accordance with the International Financial Reporting Standards as adopted in the European Union (the Consolidated Financial Statements ) for the financial year 2009; 2. Approval of the Consolidated Financial Statements for the financial year 2009; 3. Approval of the Parent Company Annual Accounts for the financial year 2009; 4. Allocation of results, determination of dividend, and determination of compensation for the members of the Board of Directors in relation to the financial year 2009; 5. Discharge of the directors; 6. Statutory elections of members of the Board of Directors; 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; 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 2010; 9. Decision to authorise the Board of Directors to issue share options or other equity- based awards under the Long Term Incentive Plan ; 10. Decision to authorise the Board of Directors to implement the Employee Share Purchase Plan 2010; 11. Decision to waive the public offer requirement referred to in Article 7.3 of the Articles of Association in relation to acquisitions of more than a quarter of the voting rights in ArcelorMittal following transfers among persons included in the definition of Mittal Shareholder (as defined in Article 8.4 of the Articles of Association), including without limitation by means of transfers to trustees of trusts of which Mr. and/or Mrs. Lakshmi N. Mittal and/or their heirs and successors are the beneficiaries. The Secretary provided an explanation and information on the procedure regarding the questions and answers session. Mr. Lakshmi N. Mittal then gave an overview on the Company s performance in 2009 during which he explained his view of the Company s current position and performance and its expected performance in the near future. The presentation is attached to these minutes. Mr. Lakshmi N. Mittal then turned to the agenda of the General Meeting and started with a brief outline of the non standard agenda items. He announced that the mandate of three members of the Board of Directors had come to an end at this General Meeting and that Mr. Jeannot Krecké had been co-opted by ArcelorMittal - Minutes AGM doc 3

4 the Board of Directors effective 1 January 2010 in replacement of Mr. Georges Schmit who resigned effective 31 December Two members, Mr. Krecké and Mrs. Mittal Bhatia, were proposed to be elected by the Board of Directors by the General Meeting for a three-year term. He also gave further details on some of the other routine agenda items for the better understanding of the General Meeting. Finally, he highlighted the non-routine agenda items for the audience, in particular the context of resolution 13. Mr. Lakshmi N. Mittal then declared the questions and answers session on the different items of the agenda to be open. Answers were given by Mr. Lakshmi N. Mittal, Mr. Antoine Spillmann, Mr. Aditya Mittal, Mr. Peter Kukielski, Mr. Michel Wurth, Mr. Gonzalo Urquijo and Mr. Henk Scheffer to various verbal and written questions asked by shareholders (a non-exhaustive list of these questions and answers is provided in the Schedule to these Minutes). As no shareholders or proxy holders raised their hands to ask further questions, and all written questions had been answered, Mr. Lakshmi N. Mittal declared the questions and answers session closed and reverted back to the agenda of the General Meeting in order to proceed with the vote on the proposed resolutions. Mr. Lakshmi N. Mittal announced the number of shares present or represented and the number of voting rights attached thereto based on information provided to him by BNP Paribas Securities Services. The Secretary informed the audience about the practical arrangements of the voting process. Mr. Lakshmi N. Mittal then submitted each of the proposed resolutions on the agenda of the General Meeting to the vote of the shareholders while reminding the audience of the subject-matter of each resolution, during which time the text of the proposed resolution was projected on a large screen visible by the audience. For each resolution the shareholders were granted the necessary time to express their vote with the electronic voting device previously made available to each of them. The voting results for each resolution were immediately released prior to proceeding with the vote of the next proposed resolution. The voting results were projected on a large screen visible by the entire audience and divided into votes in favour and against and showing the number of shares abstaining. FIRST RESOLUTION Approval of the Consolidated Financial Statements for the financial year 2009 The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent company auditor, approves the Consolidated Financial Statements for the financial year 2009 in their entirety, with a resulting consolidated net income of USD 75 million. The first resolution was adopted by 99.98% of the shares present or represented. ArcelorMittal - Minutes AGM doc 4

5 SECOND RESOLUTION Approval of the Parent Company Annual Accounts for the financial year 2009 The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent company auditor, approves the Parent Company Annual Accounts for the financial year 2009 in their entirety, with a resulting loss for ArcelorMittal as parent company of the ArcelorMittal group of USD 507,141,204 (established in accordance with the laws and regulations of the Grand-Duchy of Luxembourg, as compared to the consolidated net income of USD 75 million established in accordance with International Financial Reporting Standards as adopted in the European Union, the subject of the first resolution). The second resolution was adopted by 99.98% of the shares present or represented. THIRD RESOLUTION Allocation of results, determination of dividend, and determination of compensation for the members of the Board of Directors in relation to the financial year 2009 The General Meeting, upon the proposal of the Board of Directors, acknowledges that (i) the loss for the year amounts to USD 507,141,204, (ii) the amount of the loss is set off against the Profit brought forward (Report à nouveau) of USD 26,525,260,379, and (iii) no allocation to the legal reserve or to the reserve for shares held in treasury is required. On this basis, 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 2009 as follows: In U.S. dollars Loss for the year (507,141,204) Profit brought forward (Report à nouveau) 26,525,260,379 Results to be allocated and distributed 26,018,119,175 Release of reserve for treasury shares (555,778,723) Allocation to the legal reserve -- Directors compensation (comprised of a fixed annual fees 2,564,923 and attendance fees) for the 2009 financial year Dividend of USD 0.75 (gross) per share for the ,132,156,138 financial year* Profit carried forward 25,439,176,837 *On the basis of 1,509,541,518 shares in issue at December 31, 2009 net of treasury shares. Dividends are paid quarterly, resulting in a total annualized cash dividend per share of USD ArcelorMittal - Minutes AGM doc 5

6 The General Meeting acknowledges that dividends are paid in four equal quarterly instalments of USD (gross) per share and that the first instalment of dividend of USD (gross) per share has been paid on 15 March The third resolution was adopted by 99.81% of the shares present or represented. FOURTH RESOLUTION Allocation of results, determination of dividend, and determination of compensation for the members of the Board of Directors in relation to the financial year 2009 Given the third resolution, the General Meeting, upon the proposal of the Board of Directors, sets the amount of annual directors compensation to be allocated to the members of the Board of Directors in relation to the financial year 2009 at USD 2,564,923. The fourth resolution was adopted by 97.26% of the shares present or represented. FIFTH RESOLUTION Discharge of the directors The General Meeting decides to grant discharge to the members of the Board of Directors in relation to the financial year The fifth resolution was adopted by 99.16% of the shares present or represented. SIXTH RESOLUTION Statutory elections of members of the Board of Directors The General Meeting acknowledges that the mandate of three directors has come to an end effective on the date of this General Meeting and that Mr. Jeannot Krecké has been co-opted as a member of the Board of Directors of the Company in replacement of Mr. Georges Schmit effective 1 January The sixth resolution was adopted by 99.22% of the shares present or represented. SEVENTH RESOLUTION Statutory elections of members of the Board of Directors The General Meeting re-elects Mrs. Vanisha Mittal Bhatia for a three-year mandate that will automatically expire on the date of the general meeting of shareholders to be held in The seventh resolution was adopted by 94.44% of the shares present or represented. ArcelorMittal - Minutes AGM doc 6

7 EIGHTH RESOLUTION Statutory elections of members of the Board of Directors The General Meeting elects Mr. Jeannot Krecké for a three-year mandate that will automatically expire on the date of the general meeting of shareholders to be held in The eighth resolution was adopted by 92.60% of the shares present or represented. NINTH RESOLUTION 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 The General Meeting decides (a) to cancel with effect as of the date of this General Meeting the authorisation granted to the Board of Directors by the general meeting of shareholders held on 12 May 2009 with respect to the share buy-back programme, and (b) 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 in accordance with 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 any other applicable laws and regulations, 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 (Amsterdam, Paris, Brussels) - Luxembourg Stock Exchange - Spanish stock exchanges of Barcelona, Bilbao, Madrid and Valencia In accordance with the Luxembourg laws transposing Directive 2003/6/EC regarding insider dealing and market manipulation ( market abuse ) and EC Regulation 2273/2003 regarding exemptions for buy-back programmes and stabilisation of financial instruments, any 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 programme. 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 must be performed in compliance with Section 10(b) and Section 9(a)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and Rule 10b-5 promulgated under the Exchange Act. The present authorisation is valid for a period of five years or until the date of its renewal by a resolution of the general meeting of shareholders if such renewal date is prior to the execution the five-year period. ArcelorMittal - Minutes AGM doc 7

8 The maximum number of own shares that ArcelorMittal may hold at any time directly or indirectly may not have the effect of reducing its net assets ("actif net") below the amount mentioned in paragraphs 1 and 2 of Article 72-1 of the Law. The purchase price per share to be paid shall not represent more than 125% of the trading price of the shares on the New York Stock Exchange and on the Euronext markets where 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 cent. For off-market transactions, the maximum purchase price shall be 125% of the price on the Euronext markets where the Company is listed. The reference price will be deemed to be the average of the final listing price 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 allotment of shares as well as in the event of the division or regrouping of the shares, the purchase price indicated above shall be adjusted by a multiplying coefficient equal to the ratio between the number of shares comprising the issued 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, to ensure the implementation of this authorisation. The ninth resolution was adopted by 87.65% of the shares present or represented. TENTH RESOLUTION 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 2010 The General Meeting decides to appoint Deloitte S.A., with registered office at 560, rue de Neudorf, L Luxembourg, Grand-Duchy of 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 The tenth resolution was adopted by 99.50% of the shares present or represented. ELEVENTH RESOLUTION Decision to authorise the Board of Directors to issue share options or other equity-based awards under the Long Term Incentive Plan The General Meeting decides to: ArcelorMittal - Minutes AGM doc 8

9 (a) 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 2011 (the Maximum Number ), provided, that the share options will be issued at an exercise price that is not 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 will be decided by the Board of Directors and will be within the respective periods specified in the LTIP; (b) delegate to the Board of Directors the power to decide and implement any increase in the Maximum Number by the additional number that may be necessary to preserve the rights of the option holders in the event of the occurrence of a transaction impacting the Company s share capital; 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 acknowledges that the Maximum Number represents about zero point fifty-four per cent (0.54%) of the Company s current issued share capital on a fully diluted basis. The eleventh resolution was adopted by 88.74% of the shares present or represented. TWELFTH RESOLUTION Decision to authorise the Board of Directors to implement the Employee Share Purchase Plan 2010 The General Meeting decides to authorise the Board of Directors to: (a) implement the Employee Share Purchase Plan 2010 ( ESPP 2010 ) 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 2010, issue new shares within the limits of the Company s authorised share capital and/or deliver treasury shares up to a maximum of two million five hundred thousand (2,500,000) fully paid-up ArcelorMittal shares during the period from this General Meeting to the general meeting of shareholders to be held in 2011; 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 acknowledges that the maximum total number of two million five hundred thousand (2,500,000 shares) of the Company represents about zero point sixteen per cent (0.16 %) of the Company s current issued share capital on a fully diluted basis. The twelfth resolution was adopted by 99.57% of the shares present or represented. ArcelorMittal - Minutes AGM doc 9

10 THIRTEENTH RESOLUTION Mr. Lakshmi N. Mittal reminded the General Meeting that in compliance with the articles of association of the Company a quorum of 50% of representation of the issued share capital was required and that this resolution would only be resolved upon if approved by at least a majority of 2/3 of the votes cast. In accordance with Article 7.3, paragraph 3, of the Articles of Association of the Company, the General Meeting decides to assent to direct or indirect transfers of shares of the Company among persons included in the definition of Mittal Shareholder (as defined in Article 8.4 of the Articles of Association), including without limitation by means of transfers to trustees of trusts of which Mr. and/or Mrs. Lakshmi N. Mittal and/or their heirs and successors are beneficiaries. The thirteenth resolution was adopted by 97.68% of the shares present or represented Mr. Lakshmi N. Mittal then explained that there were no further items to be voted on based on the General Meeting s agenda and suggested that the General Meeting to grant discharge of the reading out of the decisions made by the General Meeting s in their entirety, to which no member of the audience objected. Nothing else being on the agenda of the General Meeting and no member of the audience requesting to be heard, Mr. Lakshmi N. Mittal declared the meeting closed at 1.07 p.m. Immediately thereafter, the attendance list was signed by the members of the bureau. Signed by: Lakshmi N. Mittal (Chairman) Henk Scheffer (Secretary) H.R.H. Prince Guillaume de Luxembourg (Scrutineer) Antoine Spillmann (Scrutineer) ArcelorMittal - Minutes AGM doc 10

11 SCHEDULE Selected Questions and Answers asked at the 11 May 2010 AGM We regret the fact that with the retirement of Mr. John Castegnaro from the Board of Directors, the Company will have no representative of the ArcelorMittal employees on its Board. My question, however, is about stainless steel. Could you inform us if stainless steel activity is still at the heart of the group s strategy? Answer: Mr. Castegnaro will today indeed retire from our Board of Directors and I take this opportunity to thank him again for his several years of service on the Board. ArcelorMittal will however continue to engage in regular meetings and dialogue with the European Works Council and the various unions. The Company considers social dialogue to be extremely important and it will make all efforts to continue to be engaged in effective communication with its stakeholders and employees in the appropriate forums. The stainless steel activity is an important business for the Company. ArcelorMittal confirmed in the past that it was looking for consolidation, as the European stainless steel industry needs consolidation and restructuring. ArcelorMittal continues to look for opportunities in this area and whenever the Company sees any opportunities it will take appropriate actions and inform its shareholders accordingly. Questions: 1) Mr. Mittal stated that the new model of quarterly iron ore pricing would change the economic model of the steel sector and that the industries which purchase steel will have to get used to this reduced visibility. What is the impact for ArcelorMittal? Are there any risks involved, and if yes which ones? 2) Why is ArcelorMittal giving up its participation in Wabush Mines in Canada? 3) ArcelorMittal plans to build a facility for rebar in Iraq with a Turkish partner. What are the major risks in that country and what is the strategic interest? 4) The manager of an Algerian metal recycling company was sent to prison for malpractices and for overcharging one of the Company s subsidiaries. What are the systems in place to protect the Company against fraud? Answers: 1) ArcelorMittal does no longer have the luxury of long term or yearly price assurance for iron ore. The prices now change every three months which means that there is more uncertainty and volatility in terms of raw material prices for our business. Some of ArcelorMittal s businesses are based on annual prices and these business models will now have to change. ArcelorMittal has started discussions with its customers, who will have to change their business model as well. Customers and ArcelorMittal now have to work together and have to find out how to pass increasing or decreasing raw material prices to the customer. ArcelorMittal - Minutes AGM doc 11

12 2) ArcelorMittal was a minority shareholder with a stake of 28.6% and believed that its investing in Wabush Mines did not produce a justifiable value. By selling this investment, we have actually gained nearly USD 35 million. 3) The facility planned to be built with our Turkish joint venture partner will be in Northern Iraq, not in the centre or the South of Iraq. ArcelorMittal believes that in this part of the country, the environment has the stability required for responsible investing. Major investments are being made to rebuild the infrastructure of Iraq, especially in the North, and the Company sees an opportunity to invest and to participate in the reconstruction of the country. There is a risk of disruption of operations in the facility if the current environment worsens, but ArcelorMittal believes that the tension in the country will continue to decrease further. 4) ArcelorMittal has a strong compliance program in place and a strong Internal Assurance department in all of its businesses. In case fraud is discovered it is investigated and where appropriate remedial actions are taken. The Company has a zero tolerance policy on fraud. ArcelorMittal claims to have good relations with the labour unions, yet in the last three years, there have been five strikes at the company's operations in Algeria, Brazil, Belgium, Mexico and France. The most recent one occurred in Algeria in January 2010 and involved 7,000 employees striking for more than a week. Could you please elaborate on that point? Answer: ArcelorMittal continues to enjoy good relationships with most of its unions, as evidenced by the 0.113% man days lost due to labour disruptions within ArcelorMittal in 2009 compared to the industry average of 0.9-1%, and 0.5% in Canada, 1.38% in UK and 3.7% in Europe (EU27). A change in union leadership occurred in Algeria and ArcelorMittal is actively building a relationship with these new stakeholders. On a global basis, ArcelorMittal has excellent working relations with its unions which are considered as partners. An example is the recent crisis period where the Company was able to manage the crisis in a very peaceful way in constructive dialogue with the unions. What will be the situation of the steel industry and more specifically of ArcelorMittal in 4 to 5 years? Answer: When ArcelorMittal merged in 2006, it defined certain objectives and strategies for the future. The focus was on two major strategies, which were to strengthen vertical integration and to invest in developing countries. The recent crisis reaffirmed the strategy launched in Today, outside China, the steel industry is well consolidated, although some small consolidation opportunities might still exist. In 4 to 5 years from now, things will be very different as the developing economies will have a major share in the steel production and the developed economies will see their share reduced. China will have consolidated its steel industry in the next 4 to 5 years and we will see additional companies with more than 50 to 70 million of tons of capacity. The steel industry will continue to grow in India which will have a steel production of about 120 millions of tons within 5 years. Steel production in the developed countries will return in about three years time to pre-crisis levels, but ArcelorMittal does not see any major growth in terms of volume in the developed countries. There will be more value creation initiatives in Europe and America, which means that the steel industry in developed ArcelorMittal - Minutes AGM doc 12

13 economies will have to work on research and development, on new products which will be developed together with customers, and the industry should become more environment-friendly, should reduce the weight of steel and increase its strength. There will be a lot of value creation initiatives in Europe and America in the next 4 to 5 years and we expect this leadership will continue. The steel companies that are more vertically integrated will have much more value creation opportunities than those which are not. Questions: 1) Why don t you introduce a resolution at the next Annual General Meeting which gives shareholders the possibility to present a resolution if they hold 0.5% or 1% of the capital, so as to use all means at ArcelorMittal disposal to maximise shareholder s participation? 2) Why does the Board of Directors not decide to separate the functions of CEO and Chairman of the Board of Directors and to nominate a consensual independent Lead Independent Director? Answers: 1) ArcelorMittal is following the current Luxembourg law and practice where the shareholder must hold 10% of the issued capital in order to be able to propose a resolution to the Annual General Meeting. For the moment Luxembourg has not implemented the Shareholders Rights Directive, for which the deadline for implementation set by the European Union was 29 August ArcelorMittal expects that the directive will be converted into Luxembourg law by the end of 2010 and from that point of time the Company will of course follow this law and consider its exact implications for the rights of our shareholders to present resolutions. 2) ArcelorMittal had this discussion two years ago in its Annual General Meeting where the shareholders were asked to vote for one Chairman and CEO. The Mittal family did not participate in that vote, and the Board of Directors nevertheless received overwhelming support for its proposal that the functions of Chairman and CEO be combined in a single person. ArcelorMittal believes in a high standard of corporate governance with a strong majority of independent directors required on the Board. The Board has created the role of Lead Independent Director, currently fulfilled by Mr. Lewis B. Kaden, in order to have a direct and balanced dialogue at the highest level of the Company between the Chairman and a strong representative of the independent directors. We believe this process ensures a proper balance between the need for clear leadership and a strong supervision by the independent directors. The creation of the Lead Independent Director function is encouraged by major corporate governance associations, for example in France and the United States. Questions: 1) Please indicate the amounts of short, middle and long term debts, the amount of total indebtedness that the Company has, and the linked interest rates per category. 2) What might be the consequences for ArcelorMittal of the difficulties encountered by large American banks and those encountered by Goldman Sachs? Answers: 1) The net debt of ArcelorMittal was 32.5 billion USD before the crisis (September 2008). During the crisis, ArcelorMittal successfully reduced its net debt by 13.7 billion USD. The net debt is a combination of bank financing, which is about half of the debt, and bonds and other financial instruments issued by the ArcelorMittal - Minutes AGM doc 13

14 Company. Detailed information on the different kind of debt instruments and their interest rates can be found in the financial statements and the related footnotes which can be found in our Annual Report ) Goldman Sachs problems have no direct impact on ArcelorMittal. The Company continues to use their services wherever it believes that these services are competitive. Goldman Sachs continues to be one of the advisers of the Company as ArcelorMittal estimates that they are among the better service providers available on the financial markets. Questions: 1) What is the meaning of the account Income from equity method in the consolidated statements of ArcelorMittal and why has this account decreased from 1,653 billion USD in 2008 to 58 million USD in 2009? 2) What are the major risks to which ArcelorMittal is exposed and how is risk management organised? Answers: 1) The account shows the income from investments in affiliates and joint ventures. Examples from investments in associates and joint ventures are Hunan Valin and China Oriental in China or Erdemir in Turkey. The income from these affiliates and joint ventures declined substantially in 2009 which explains the income decrease from billion USD in 2008 to 58 million USD in ArcelorMittal hopes to have a better performance from these investments in The income level of the first quarter 2010 has already increased. 2) ArcelorMittal is one of the first non-financial companies that has created a Risk Management Committee at the level of the Board of Directors. The Company has established another internal committee, the Group Risk Management Committee, chaired by Mr. Sudhir Maheshwari. Mr. Maheshwari and his team of executives will assess the risks on a monthly basis and report on the evolution of risks to the Board s Risk Management Committee. Risks are managed on a bottom-up approach. The largest risk identified so far is market risk; another important risk is the currency risk where in a long run perspective a very strong USD tends to imply that the prices of commodities will be less strong. A strong EUR is also a risk for this organisation as ArcelorMittal has many facilities in Europe and a strong EUR would impact their competitiveness. ArcelorMittal believes it has done a good job on the refinancing risk by timely refinancing a major part of its credit facilities with a maturity profile of about 4.5 years. The Company is also operating in countries with political risks. Another risk is health and safety, and for ArcelorMittal the most important issue in Corporate Responsibility is investing in its employees. A lot of importance is attached to safety where the injury lost time frequency rate went down from 2.5 in 2008 to 1.9 in ArcelorMittal has an objective of zero fatalities. 92% of all ArcelorMittal employees have received training on the ArcelorMittal Code of Business Conduct and a whistle blowing system for reporting fraud or other illegal activity has been established throughout the Group. Could you elaborate on whether ArcelorMittal applies the same environmental and health & safety standards within its ex-arcelor and ex-mittal Steel companies and how it adapts the standards to the different geographical zones? ArcelorMittal - Minutes AGM doc 14

15 Answer: There is only a single company, ArcelorMittal, with no dual application of standards, We continue to invest every year into environmental and health & safety issues and our aim is to comply with all applicable local regulations and laws in line with our group policy on each of these issues. In the plant of Hayange (Eastern France), blast furnaces emit gas which is not used anymore. In the past, the power plant of Richemont used this gas to produce electricity but Richemont was closed recently. Could you elaborate on how this gas could be used properly? Answer: In Hayange the Company does indeed have two blast furnaces which were linked to EDF power plants. EDF decided to close down the plant of Richemont which caused a problem on what to do with the gas of these two blast furnaces. The gas can to some extent be used in our production process, but for the gas of the second blast furnace there is for the moment no immediate solution. Technically speaking, the solution would be to use gas engines that would turn the gas into electricity. This has been tested and in doing so the plant of Hayange should be able to solve this issue. In the coming weeks the facility of Hayange has to idle one of the blast furnaces for repair and thereafter the Company expects that the plant of Hayange will operate in a closed circuit where all the gas will be properly used. Questions: 1) ArcelorMittal s cash conversion cycle worsened by 51% from 2008 to What were the reasons for this? 2) The accounts payables improved by 20 days. Please indicate the average financing costs, if any, linked to the extended payment terms. 3) Could you inform us on the success rate of the Employee Share Purchase Plan (ESPP) in 2008 and 2009? How many shares have been allocated? Answers: 1) The Company s number of working capital rotation days has improved a lot. They decreased from 96 days at the end of 2008 to 63 days at the end of The working capital has been brought down from about 21 billion USD at the end of 2008 to 12 billion USD at the end of ArcelorMittal has made efforts during the crisis to manage its working capital which helped the Company to reduce its net debt and improve its cash flows. 2) ArcelorMittal had no additional costs linked to extended payment terms, all payment terms were within the normal course of business. 3) In 2008 the success rate was close to 40%. Out of 2.5 million shares available, 955,820 shares were purchased by our employees. In 2009 the success rate was less high, close to 16%, and out of 2.5 million shares available 392,282 shares were purchased by our employees in a very demanding market and economic conditions. What impact has today s weakening of the EUR on ArcelorMittal? ArcelorMittal - Minutes AGM doc 15

16 Answer: Significant parts of ArcelorMittal s assets are in EUR. In the medium to long term with all other things being equal, a weaker EUR means that the European industrial base will be more competitive. There is also some financial impact. A third of the debt of the Company is denominated in EUR and, if you convert the debt back into USD, it will be reduced. Also, a third of the EBITDA is in EUR. Technically, if you convert the EBITDA back into USD you have a lower EBITDA in USD. A weaker USD has also an impact on the assets side of the balance sheet. The Company has many assets in EUR and if you convert the value of these assets back into USD you will have a decrease in the value of these assets. One possible outcome would be a reduction in the size of the Company s balance sheet. Will ArcelorMittal invest in coal mines in South America? Answer: ArcelorMittal is continuing to look on a global scale for large coal assets. The best known South American coal reserves are in Colombia but these resources are largely thermal. In America the Company has tended to focus its efforts for coal assets on North America. Nevertheless the Company will continue to look and would be delighted to find coal assets in South America that would meet its criteria of quality and scale, but according to our current knowledge the resources we are aiming for are limited in South America. Questions: 1) What is ArcelorMittal undertaking to create more green areas around its facilities? 2) Has the amount of energy required for producing one ton of steel decreased in 2009? Answers: 1) ArcelorMittal fully supports the idea of planting vegetation around its facilities. The Company encourages the employees of its facilities to plant additional trees and to create more green areas around the plants. On this point, the Company expects to progress each year. 2) Concerning the question of energy, ArcelorMittal has a programme in place to reduce its energy consumption and to optimize its energy balance. In 2009 the Company s total environmental CAPEX amounted to USD 224 million. In 2009 the energy consumption per ton of steel was slightly higher than in 2008 as the Company was operating at a much lower capacity as compared to 2008, thereby reducing energy efficiency. Please give the history of the ArcelorMittal Foundation. What is the budget and how is it allocated? What are the operating principles of the Foundation? Answer: The ArcelorMittal Foundation was set up in All members of the Group Management Board of ArcelorMittal are members of the Board of Directors of the Foundation. The chairman of the Foundation is ArcelorMittal - Minutes AGM doc 16

17 Mr. Joseph Kinsch. The Foundation has five executives in the central body and one representative in each country where the Company has activities. The projects proposed by the communities where ArcelorMittal is in are collected in each country are analysed and, if they correspond to the targets of the Foundation, it may decide to go ahead with their implementation. The main objectives and targets of the Foundation focus on the health, safety and education of the young people in the communities where ArcelorMittal is active. A specific part of the Foundation s budget is always allocated for emergency projects. An example is the project in Haiti where the Foundation made a donation of one million USD in cash and in kind to construct durable steel frame houses as part of the local rebuilding effort. The budget of the Foundation was a little bit above 40 million USD in 2008 and it was a little above 30 million USD in The budget will be close to 40 million USD this year. In case you have more specific questions relating to the Foundation, please send them to Mr. Gonzalo Urquijo or to Mrs. Felicidad Cristobal who will be glad to answer them. What is sustainable steel; could you give us some information on the ULCOS project? Answer: By design, steel is a sustainable material as it can be endlessly recycled. Sustainable steel also means that ArcelorMittal is investing in research efforts to make steel lighter or to make steel healthier in terms of the coatings that the Company employs. The Company makes efforts in this respect by producing chrome-free steels and other steel products. The main environmental issue for steel is that, due to the metallurgical process, blast furnaces emit CO 2 and two tons of CO 2 are emitted for the production of one ton of steel. Research efforts are made to invent a methodology by which the steel industry could produce steel and emit less CO 2. The European steel industry started at the beginning of the last decade the ULCOS1 project, which evaluates 150 different possible technologies in order to select those which, on a large scale, would make steel production in terms of CO 2 more efficient. These are long term solutions. Steel can be produced on the basis of electrolysis provided that the steel companies can have access to a sufficient amount of electricity produced on a clean basis. This technology might only be useable in years from now, however. In the short- term, the most promising way to get results was to focus efforts on blast furnaces. Today there are two technologies which are at the level where a demonstration project could be launched provided that the financing will be assured. The first technology is the TGR technology where the gas of the blast furnace is reinjected in the blast furnace which increases the productivity in the blast furnace and decreases the use of coke by 20% and hence the direct emission of carbon. The second technology would be to capture the CO 2 to clean and to compress it and to store it under the earth s surface. On this second technology there is a project under study which is led by ArcelorMittal and supported by the overall European steel industry. ArcelorMittal is discussing presently with the different European governments and with the European Union in order to see whether the governments would like to participate in the financing of a demonstration of the carbon capture technology. It is a large program of up to EUR 500 million, which the Company can obviously not support by itself, in particular during such difficult economic times. Can former ArcelorMittal employees still invest in the Employee Share Purchase Plan? ArcelorMittal - Minutes AGM doc 17

18 Answer: The strategy of ArcelorMittal is to focus on the existing employees so these plans are not available to former employees. The oldest plan which was launched before the ArcelorMittal merger will continue but it will not be expanded. Investing in mining seems a seducing choice. On the other hand, these investments do not directly benefit steel production as the steel production capacity requires permanent maintenance and upgrade investments. Answer: The core business of ArcelorMittal is steel and the Company will not compromise on the importance of maintaining its steel assets. Today it is much more important for the Company to keep its steel assets in a good state, to be highly efficient and highly productive as the challenges of competitiveness remain very strong. To remain competitive in all its businesses, the Company does not intend to reduce its maintenance investments. However, investment in mining is part of the growth strategy of the Company, which will also help create value in the steel business of the Company. There was no public offer on the convertible bonds. Why have the individual shareholders not been informed by the Company nor asked for their participation in the convertible bond issue? Answer: The convertible bonds were issued in the middle of the crisis, at the end of March There was no offer to individual investors because it was a very large offer and it had to be priced very quickly on the market place, making the longer subscription time required by a retail offer very difficult. Due to these constraints, it was not possible for the Company to inform its shareholders and to offer the bonds to individual investors. In case of a future capital increase, would individual shareholders receive a preferred subscription right? Answer: The capital increase of April 2009 of 3.2 billion USD was not done at a discount of the market price; it was done at the market price, as was also the case for the convertible bonds. If ever the Company were to issue capital at a discount to the then current market price, then clearly the Company would consider offering all shareholders the possibility to participate in such an offering. However, if a capital increase is required which is not at a discount to the market price, the Company may implement it in a manner similar to what it did in 2009, as such a form of capital increase is neutral to the shareholders. ArcelorMittal - Minutes AGM doc 18