Remuneration Report 2017 Senior Management. Remuneration report at a glance

Transcription

1 Remuneration Report 2017 Senior Management Remuneration report at a glance

2 Content Annual statement by the ARCG Committee Chairman Board of Directors Remuneration at a glance - senior management Remuneration at a glance pay outcomes Overview of our remuneration policy and rationale of each performance metrics Comparison of pay outcomes 2017 vs Explanation of results for 2016 short-term incentives paid in 2017 Remuneration Remuneration strategy Explanation of what informs the ARCG's decision on pay Remuneration policy Explanation of policies applied to senior management Remuneration mix Overview of the remuneration mix for senior management 2017 Total remuneration Overview of 2017 outcomes Short-term incentives Description of short-term incentives ("STI") plan Long-term incentives plan Description of long-term incentives plan ("LTIP" or "LTI"s) Global stock option plan Description of global stock option plan Other benefits Description of other benefits SOX 304 and Clawback Explanation of SOX section 304 rules regarding clawbacks of CEO/CFO remuneration Abbreviations EBITDA Operating income plus depreciation, impairment expenses and exceptional items FCF Free cash flow STI Short-term incentives LTI/LTIP Long-term incentives (plans) EPS Earnings per share PSU Performance share units RSU Restricted share units ROCE Return on capital employed TSR Total shareholder return Note: Following the completion of the Company's share consolidation of each three existing shares into one share without nominal value on May 22, 2017, the shares presented throughout this section have been recast in accordance with IFRS. 1

3 Annual statement by the ARCG Committee Chairman Dear Shareholders, Description of the year: Business and results The combination of improving market fundamentals and delivery against the Company's strategic objectives contributed to a successful year for the Group. The Company is now on the way towards achieving its objectives set by Action 2020, a comprehensive plan to enhance performance, and has succeeded in transforming the Company s balance sheet. While the Company will retain a deleveraging focus, ít is also investing selectively in opportunities that will strengthen the foundations of sustainable value creation. The market environment remains supportive but the industry must continue to address the twin challenges of overcapacity and unfair trade. The 2017 net income of $4.6 billion, was substantially higher as compared to $1.8 billion for Board and Committee composition 2017 was a year of substantial changes. The Appointments, Remuneration and Corporate Governance Committee (the ARCG Committee ) had recommended that the size of the Board of Directors to be reduced to nine members in view of the overall streamlining and drive for efficiency as well as reduced overhead in the Company s business and as a way of leading by example. Mr. Wilbur Ross was appointed US Commerce Secretary and resigned from the Board as of March 1, Mr. Lewis Kaden retired as Lead Independent Director and chairman of the ARCG Committee at the Annual General Meeting of May 2017 after a tenure on the Board of twelve years. Mr. Narayanan Vaghul retired from the Board and chairman of the Audit & Risk Committee after a tenure on the Board of twenty years on the same date. At the Annual General Meeting held in May 2017, Mr. Bruno Lafont was appointed Lead Independent Director and ARCG Committee chairman with Mrs. Suzanne Nimocks and Mr. Tye Burt as ARCG Committee members. Mrs. Karyn Ovelmen replaced Mr. Narayanan Vaghul as chairman of the Audit & Risk Committee. As of May 2017, the Board now consists of nine members, with five members being independent and one executive director. There are three female Board members (33% of the total). The average age is slightly below 59 years. The ARCG Committee considers this size to be appropriate considering the need for a balanced skill set and Board diversity. Executive remuneration In preparation for the General Meeting held in May 2017, the ARCG Committee found that the Company s remuneration policy in general including the base remuneration and short-term incentives for the most senior executives was well supported. The ARCG Committee received comments from shareholders relating to the vesting criteria for the Long-Term Incentive Plan and provided clarification as required. Comments received related to the thresholds for vesting, including vesting at median of the peer group, and the fact that grants were made to executives who are also major shareholders. In the ARCG Committee s view, the vesting criteria were appropriate at the time they were set, as the Company was operating in very challenging conditions. The ARCG Committee needs to strike a balance between setting criteria that are challenging but at the same time achievable, as grants with targets that are not achievable are devoid of motivational value. Within this context, the ARCG Committee has taken the comments received into account. The ARCG Committee has also considered grants to executives linked to major shareholders and believes there is no reason to differentiate between executives that are linked to major shareholders and other executives, as the same performance expectations are set for both these categories. The Committee believes that the Long-Term Incentive Plan achieves its objectives of being a competitive and properly incentivizes management in line with shareholder priorities. The ARCG Committee considers that the size of the Long-Term Incentive Plan grant 2017 was appropriate, with an envelope approved by the General Meeting of Shareholders amounting to less than 0.3% of the issued share capital and actual grant amounting to 0.11% of the issued 2

4 share capital, as the favorable development of the share price led to fewer shares being required to achieve the target incentive value. Going forward the ARCG Committee intends to interact more proactively with proxy advisors and shareholders on remuneration and corporate governance related matters and welcomes their questions and comments. Corporate (Social) Responsibility in all forms is also very much on the agenda of the ARCG Committee and of the Company's stakeholders. The ARCG Committee intends to progress a positive dialogue in Activities During the year on the basis of its workplan, the ARCG Committee implemented the Annual Self-Assessment of the Board of Directors, reviewed and approved bonus proposals for senior management and approved the remuneration report over The ARCG Committee also reviewed remuneration and governance related proposals for the General Meeting of Shareholders. The ARCG Committee reviewed succession plans for the Board, the CEO office and senior executives. The ARCG Committee also reviewed the salaries for the CEO, CFO and the Executive Vice Presidents as well as the principles applied to the salary development of the other executives. It considered proposals to amend the grant and vesting criteria for future grants under the Long-Term Incentive Plan and confirmed the vesting of existing plans in accordance with the criteria set in advance. The ARCG Committee also considered the need for additional retention plans During the year the Board process was streamlined and a paperless workflow was introduced. The ARCG Committee was informed about progress on the Company s Speak Out employee satisfaction survey and will continue to follow up resulting actions. In terms of policies, the Directors minimum shareholding policy was simplified and a new policy setting a maximum dilution percentage resulting from incentive plans is under consideration. Going forward The Company had a positive year in 2017 in almost all aspects. Going forward the ARCG Committee expects to carry out its responsibilities in accordance with its workplan. The ARCG Committee looks forward to discussing its activities at the upcoming Annual General Meeting in May Sincerely yours, Bruno Lafont 3

5 Board of Directors Directors fees The ARCG Committee of the Board of Directors prepares proposals on the remuneration to be paid annually to the members of the Board of Directors. At the May 10, 2017 annual general meeting of shareholders, the shareholders approved the annual remuneration for non-executive directors for the 2016 financial year, based on the following annual fees: Basic director s remuneration: 144,000 ($151,790); Lead Independent Director s remuneration: 204,000 ($215,036); Additional remuneration for the Chair of the Audit & Risk Committee: 28,000 ($29,515); Additional remuneration for the other Audit & Risk Committee members: 17,000 ($17,920); Additional remuneration for the Chairs of the other committees: 16,000 ($16,866); and Additional remuneration for the members of the other committees: 11,000 ($11,595). The total annual remuneration of the members of the Board of Directors paid in 2017 and 2016 was as follows: Year ended December 31, (Amounts in $ thousands except Long-term incentives information) Base salary 1 $ 1,505 $ 1,550 Director fees $ 1,744 $ 1,901 Short-term performance-related bonus 1 $ 2,333 - Long-term incentives 1, 2 49, ,214 1 Chairman and CEO only. Slight differences between the years are possible, due to foreign currency effects. 2 See Item 6.B Directors, senior management and employees Compensation Remuneration Long-term incentive plan. The annual remuneration paid for 2017 and 2016 to the current and former members of the Board of Directors for services in all capacities was as follows: (Amounts in $ thousands except share information) Short-term Incentives Short-term Incentives Long-term Number of PSUs Long-term Number of PSUs Lakshmi N. Mittal 1,505 1,550 2,333 49, ,214 Vanisha Mittal Bhatia Narayanan Vaghul Suzanne P. Nimocks Wilbur L. Ross, Jr Lewis B. Kaden Bruno Lafont Tye Burt Antoine Spillmann 2 55 Karyn Ovelmen Jeannot Krecké Michel Wurth Karel de Gucht Total 3,249 3,451 2,333 49, , Remuneration for non-executive Directors with respect to 2017 (subject to shareholder approval at the annual general meeting to be held on May 9, 2018) will be paid in 2018 and is included in the 2017 column. Remuneration for non-executive Directors with respect to 2016 (paid after shareholder approval at the annual general meeting held on May 10, 2017) is included in the 2016 column. Slight differences between the years are possible, due to foreign currency effects. 2. Mr. de Gucht was elected to ArcelorMittal s Board of Directors on May 4, 2016 and Mr. Spillmann stepped down from the Board in May

6 As of December 31, 2017, ArcelorMittal did not have any loans or advances outstanding to members of its Board of Directors and ArcelorMittal had not given any guarantees in favor of any member of its Board of Directors. None of the members of the Board of Directors, including the Chairman and CEO, benefit from an ArcelorMittal pension plan. The policy of the Company is not to grant any share-based remuneration to members of the Board of Directors who are not executives of the Company. The following tables provide a summary of the options and the exercise price of options and PSUs granted to the Chairman and CEO, who is the sole executive director on the Board of Directors, as of December 31, Options granted in 2010 Options granted in 2009 Options granted in 2008 Options Total Weighted Average Exercise Price of Options Lakshmi N. Mittal 1 18,833 20,000 20,000 58,833 $ Exercise price $ Term (in years) Expiration date Aug. 3, 2020 Aug. 4, 2019 Aug. 5, The options granted in the table above were revised following the completion of the Company's share consolidation of each three existing shares into one share without nominal value on May 22, PSUs granted in 2017 PSUs granted in 2016 PSUs granted in 2015 Lakshmi N. Mittal 2 49, ,214 59,773 Term (in years) Vesting date 1 January 1, 2021 January 1, 2020 and January 1, 2022 June 30, See Item 6.B Directors, senior management and employees Compensation Remuneration Long-term incentive plan, for vesting conditions". 2. The options granted in the table above were revised following the completion of the Company's share consolidation of each three existing shares into one share without nominal value on May 22, The PSUs granted in 2014 gave the right to receive ArcelorMittal shares at the end of the vesting period as the performance conditions set at the date of the grant have been partially met. See 2017 LTI vesting (2014 grants) below for more information. 5

7 Remuneration at a glance - senior management The following table provides a brief overview of the Company s remuneration policy for senior management. Additional information is provided below. ArcelorMittal's Remuneration Policy Remuneration Period Strategy Characteristic Reviewed annually by the ARCG Committee Salary Recruitment and considering market data 2017 retention Increases based on Company performance and individual performance Maximum STI award of 225% of base salary for the Delivery of strategic CEO, 180% for CFO and 135% for Executive Officers STI 2017 priorities and financial 100% STI paid in cash success Our first priority Health and Safety is part of the STI Overperformance towards competition LTIP Encourages long term shareholder return Performance share units granted with a face value of 100% of base salary for the CEO and CFO and 60% for Executive Officers Shares vest after a three-year performance period Performance related vesting Key Performance Metrics from 2017 Metrics Scheme Rationale EBITDA STI Demonstrates growth and operational performance of the underlying businesses FCF STI ROCE STI Critical factor for long-term success and sustainability of the Company Gap to competition STI / LTIP Outperform peers Health & Safety STI Employee health and safety is a core value for the Company Business Specific STI measures For corporate functions, links reward to strategic priorities of their functions EPS LTIP Links reward to delivery of underlying equity returns to shareholders Creates a direct link between executive pay and shareholder value TSR LTIP Measure is split equally between comparison against S&P 500 index and a peer group of companies 6

8 Remuneration at a glance Pay outcomes The following graphics compare the compensation paid to the CEO, CFO and other Executive Officers in 2017 and 2016 in thousands of U.S. dollars. Information with respect to total remuneration paid is provided under 2017 Total remuneration below short-term incentives paid in 2017 Executive Realization as % of business target CEO office Lakshmi Mittal Aditya Mittal 135% Corporate Brian Aranha 132% Corporate Henri Blaffart 135% Flat Carbon Europe Geert van Poelvoorde 133% Long Carbon South America Jefferson de Paula 43% Mining Simon Wandke 85% 50% NAFTA 50% Calvert Robrecht Himpe 94% Note: Individual performance not included in the percent of realization. 7

9 2017 LTI vesting (2014 grants) The following tables provide information about the vesting in 2017 of long-term incentives granted to senior management in prior years. See also note 7.3 to the consolidated financial statements. CEO office TSR Vesting - 50% of overall opportunity The Company s TSR performance was -36.7% for the three-year performance period This was below the threshold compared to the S&P 500 and the peer group performance As a result, 0% of the TSR component of the 2014 LTIP has vested EPS Vesting - 50% of overall opportunity The Company s EPS performance was 193% for the threeyear performance period This was an over-performance As a result, 150% of the EPS component of the 2014 LTIP has vested (as set forth in the table below) 1. Number of PSUs granted in 2014 outstanding in 2017 Number of shares vested CEO 42,919 32,189 CFO and other ex-gmb members 1 66,422 38,903 For ex-gmb members the vesting was pro-rata temporis. Executive Officers In 2017, the following long-term incentives vested: Vehicle Date of vesting Date of Grant PSUs January 1, 2017 Performance approved by ARCG Committee on March 14, 2017 Number of PSUs/RSUs granted to the Executive Officers and outstanding Number of Shares acquired by the Executive Officers September 27, ,450 11,758 RSUs December 17, 2017 December 17, ,668 14,668 8

10 Remuneration Remuneration strategy The ARCG Committee assists the Board of Directors to maintain a formal and transparent procedure for setting policy on senior management's remuneration and to determine an appropriate remuneration package for senior management. The ARCG Committee should ensure that remuneration arrangements support the strategic aims of the business and enable the recruitment, motivation and retention of senior executives while complying with all rules and regulations. Board oversight To this end, the Board of Directors has established the ARCG Committee to assist it in making decisions affecting employee remuneration. All members of the ARCG Committee are required to be independent under the Company s corporate governance guidelines, the NYSE standards and the 10 Principles of Corporate Governance of the Luxembourg Stock Exchange. The members are appointed by the Board of Directors each year after the annual general meeting of shareholders. The members have relevant expertise or experience relating to the purposes of the ARCG Committee. The ARCG Committee makes decisions by a simple majority with no member having a casting vote and is chaired by Mr. Bruno Lafont, Lead Independent Director. Appointments, remuneration and corporate governance committee The primary function of the ARCG Committee is to assist the Board of Directors with respect to the following: review and approve corporate goals and objectives regarding remuneration relevant to the CEO Office and Executive Officers and other members of executive management as deemed appropriate by the committee, and assess performance against goals and objectives; make recommendations to the Board with respect to incentive remuneration plans and equity-based plans; identify candidates qualified to serve as members of the Board, the CEO Office and Executive Officers; recommend candidates to the Board for appointment by the general meeting of shareholders or for appointment by the Board to fulfill interim Board vacancies; develop, monitor and review corporate governance principles applicable to the Company; facilitate the evaluation of the Board; review the succession planning and the executive development of the members of the CEO Office and Executive Officers; submit proposals to the Board on the remuneration of the members of the CEO Office and Executive Officers, and on the appointment of new members thereto and new directors; and make recommendations to the Board of Directors in respect of the Company s framework of remuneration for the members of the CEO Office and Executive Officers and such other members of the executive management as designated by the committee. In making such recommendations, the committee may take into account factors that it deems necessary. This may include a member s total cost of employment (factoring in equity/long term incentives, any perquisites and benefits in kind and pension contributions). The ARCG Committee met eight times in Its members comprise Mr. Bruno Lafont (Chairman), Mrs. Suzanne Nimocks and Mr. Tye Burt. Regular invitees include Mr. Lakshmi N. Mittal (CEO and Chairman) and Mr. Henri Blaffart (Head of Group Human Resources and Corporate Services). Mr. Henk Scheffer (Company Secretary) acts as secretary. Individual remuneration is discussed by the ARCG Committee without the person concerned being present. The ARCG Committee Chairman presents its decisions and findings to the Board of Directors after each ARCG Committee meeting. 9

11 Remuneration policy The ARCG Committee set policies applied to Senior Management on base salary, short-term incentives and long-term incentives. Scope ArcelorMittal s remuneration philosophy and framework apply to the following groups of senior management: the CEO and the CFO; and the other Executive Officers. The remuneration philosophy and governing principles also apply, with certain limitations, to a wider group of employees including Executive Vice Presidents, Vice Presidents, General Managers and Managers. Remuneration philosophy ArcelorMittal s remuneration philosophy for its senior management is based on the following principles: provide total remuneration competitive with executive remuneration levels of peers of similar size, scope and industry; encourage and reward performance that will lead to long-term enhancement of shareholder value; and promote internal pay equity by providing base pay and total remuneration levels that reflect the role, job size and responsibility as well as the performance and effectiveness of the individual. Remuneration framework The ARCG Committee develops proposals for senior management remuneration annually for the Board of Directors' consideration. Such proposals include the following components: fixed annual salary; short-term incentives (i.e., performance-based bonus); and long-term incentives (i.e., stock options (prior to May 2011), RSUs and PSUs (after May 2011), PSUs only as from 2016). The Company does not have any deferred compensation plans for senior management, including the Chairman and CEO. 10

12 The following table provides an overview of the remuneration policy applied by the ARCG: Remuneration component and link to strategy Fixed annual salary Competitive base salary to attract and retain high-quality and experienced senior executives Benefits Competitive level to ensure coverage of the executives Pension Competitive level of post-employment benefit to attract and retain Short term incentives (STI) Motivate the senior executives to achieve stretch performance on strategic priorities LTIP Sustain shareholder wealth creation in excess of performance of a peer group and incentivize executives to achieve strategy Operational and performance framework Opportunity * Base salary levels are reviewed annually with effect from April 1 (except promotion) compared to the market to ensure that ArcelorMittal remains competitive with market median base pay levels * Reviews are based on market information obtained but not led by benchmarking to comparable roles, changes in responsibility and general economic conditions * May include costs of health insurance, death and disability insurances, company car, tax return preparation, etc. * Relocation benefits may be provided where a change of location is made at Company s request * Local benchmark of pension contributions for comparable roles * Scorecard is set at the commencement of each financial year * Measures and relative weights are chosen by the ARCG Committee to drive overall performance for the coming year * STI calculations for each employee reflect the performance of the ArcelorMittal group and /or the performance of the relevant business units, the achievement of specific objectives of the department and the individual employee s overall performance * No STI is paid for a performance below threshold 80%; 100% STI payout for performance achieved at 100%; 150% STI payout for performance achieved at 120% or above CEO Office LTIP * The vesting is subject to a relative TSR (Total Shareholder Return) compared to the S&P 500 and a peer group and to a relative EPS of a peer group over a three year- period *The peer group is determined by the ARCG Committee * No vesting will occur below the median for all grants as from 2016 * Performance is determined by the ARCG Committee The ARCG does not set a maximum salary, instead when determining any salary increases it takes into account a number of reference points including salary increases across the wider company The cost to the Company of providing benefits can change from year to year. The level of benefit provided is intended to remain competitive Range for CEO : 0 to 225% with a target at 100% of base salary Range for CFO: 0 to 180% with a target at 80% of base salary Range for Executive Officers: 0 to 135% with a target at 60% of base salary Maximum value at grant: 100% of base salary for the CEO and CFO Executive Officers LTIP 60% of base salary for Executive Officers - The vesting is subject to a relative TSR compared to a peer group and eventually an additional strategic priority in some business units (such as Gap to competition or TCOE) in The peer group is determined by the ARCG Committee No vesting will occur below the median for all grants Remuneration mix The total remuneration target of the CEO and the CFO is structured to attract and retain executives; the amount of the remuneration received is dependent on the achievement of superior business and individual performance and on generating sustained shareholder value from relative performance. 11

13 The following remuneration charts, which illustrate the various elements of the CEO, the CFO and the other Executive Officers compensation, are applicable for For each of the charts below, the columns on the left, middle and on the right, respectively, reflect the breakdown of compensation if targets are not met, met and exceeded. Note: no pension contribution 12

14 Note: Other benefits, as shown above, do not include international mobility incentives that may be provided Total remuneration The total remuneration paid in 2017 to members of ArcelorMittal s senior management listed in Item 6.A-Directors, senior management and employees-directors and senior management (including Mr. Lakshmi N. Mittal in his capacity as CEO) was $6.5 million in base salary and other benefits paid in cash (such as health, other insurances, lunch allowances, financial services, gasoline and car allowance) and $6.8 million in short-term performance-related variable remuneration consisting of a short-term incentive linked to the Company s 2016 results. During 2017, approximately $0.8 million was accrued by ArcelorMittal to provide pension benefits to senior management (other than Mr. Mittal). No loans or advances to ArcelorMittal s senior management were made during 2017, and no such loans or advances were outstanding as of December 31, The following table shows the remuneration received by the CEO, the CFO and the Executive Officers as determined by the ARCG Committee in relation to 2017 and 2016 including all remuneration components: Chief Financial Officer and Chief Executive Officer Executive Officers (Amounts in $ thousands except for Long-term incentives) (5) Base salary 1 1,505 1,550 4,709 8,729 Retirement benefits Other benefits Short-term incentives 3 2,333 4,468 2,029 Long-term incentives - fair value in $ thousands 4 1,130 2,297 1,922 6,882 - number of share units 49, ,214 94, , The base salaries of the CEO and CFO were increased by 2% in In 2016, base salary also included vacation, notice period and severance payments. 2. Other benefits comprise benefits paid in cash such as lunch allowances, financial services, gasoline and car allowances. Health insurance and other insurances are also included. 3. Short-term incentives are entirely performance-based and are fully paid in cash. The short-term incentive for a given year relates to the Company s results in the previous year. 13

15 4. Fair value determined at the grant date is recorded as an expense using the straight line method over the vesting period and adjusted for the effect of non-market based vesting conditions. The remuneration expenses recognized for the PSUs granted to the CEO and to the CFO and Executive Officers was $3 million (net of reversal of expenses relating to unvested PSUs) for the year ended December 31, The remuneration expenses recognized for the RSUs/PSUs granted to the CEO and to the other GMB members was $2 million for the year ended December 31, Jim Baske is included until June 30, 2016, Davinder Chugh is included until July 20, 2016 and Robrecht Himpe is included as from July 1, Short-term incentives Targets associated with ArcelorMittal s 2017 performance short-term incentive were aligned with its strategic objectives of improving health and safety performance and overall competitiveness. For the CEO and the CFO, the 2017 short-term incentive formula is based on: EBITDA at the Group level: 30% (this acts as circuit breaker with respect to group-level financial performance measures as explained below); FCF at the Group level: 20%; ROCE at the Group level : 20%; Gap to competition at the Group level: 20%; and Health and safety performance at the Group level: 10%. EBITDA operating as a circuit breaker for financial measures means that at least 80% of target must be met to trigger any short-term incentive payment with respect to the EBITDA and FCF performance measures. For the CEO, the performance short-term incentive at 100% achievement of performance targets linked to the business plan is equal to 100% of his base salary. For the CFO, the performance short-term incentive at 100% achievement of performance targets linked to the business plan is equal to 80% of his base salary. The different performance measures are combined through a cumulative system: each measure is calculated separately and is added up for the performance short-term incentive calculation. Performance below threshold will result in zero performance short-term incentive payout. For the other Executive Officers, the 2017 short-term incentive formula has been tailored for their respective positions and is generally based on the following: Operating income plus depreciation, impairment expenses and exceptional items ( EBITDA ) at the Group, segment and / or Business unit level: this acts as the circuit breaker with respect to financial performance measures except for Mining where the Mining volume is the circuit breaker ; FCF at the Group, segment and /or Business unit level; ROCE at the Group level; Gap to competition at the Group level; Health and safety performance; and Business specific measures for corporate functions. For the other Executive Officers, the performance short-term incentive at 100% achievement of performance targets linked to the business plan is equal to 60% of their base salary. Individual performance and assessment ratings define the individual short-term incentive multiplier that will be applied to the performance short-term incentive calculated based on actual performance against the performance measures. Those individuals who consistently perform at expected levels will have an individual multiplier of 1. For outstanding performers, an individual multiplier of up to 1.5 may cause the performance short-term incentive pay-out to be higher than 150% of the target short-term incentive, up to 225% of the target short-term incentive being the absolute maximum for the CEO. Similarly, a reduction factor will be applied for those at the lower end. The achievement level of performance for performance short-term incentive for the CEO, the CFO and the other Executive Officers is summarized as follows: 14

16 Functional level Target achievement Target Target achievement 80% 100% 120% Chief Executive Officer 50% of base pay 100% of base pay 150% of base pay Chief Financial Officer 40% of base pay 80% of base pay 120% of base pay Executive Officers 30% of base pay 60% of base pay 90% of base pay Long term incentive plan ArcelorMittal operates a long-term incentive plan to incentivize shareholder wealth creation in excess of performance of a peer group and incentivize executives to achieve strategy. On May 10, 2011, the annual general meeting of shareholders approved the ArcelorMittal Equity Incentive Plan, a new equity-based incentive plan that replaced the Global Stock Option Plan (see below and note 7.3 to the consolidated financial statements for a description of the Global Stock Option Plan). The ArcelorMittal Equity Incentive Plan is intended to align the interests of the Company s shareholders and eligible employees by allowing them to participate in the success of the Company. The ArcelorMittal Equity Incentive Plan provides for the grant of RSUs and PSUs to eligible Company employees (including the Executive Officers) and is designed to incentivize employees, improve the Company s long-term performance and retain key employees. On May 8, 2013, the annual general meeting of shareholders approved the GMB PSU Plan, which provides for the grant of PSUs to GMB members (and is now applicable to the CEO Office). Until the introduction of the GMB PSU Plan in 2013, GMB members were eligible to receive RSUs and PSUs under the ArcelorMittal Equity Incentive Plan. In 2016, a special grant was approved in order to align the grant with the Action 2020 plan put in place by ArcelorMittal. The maximum number of PSUs (and RSUs previously) available for grant during any given year is subject to the prior approval of the Company s shareholders at the annual general meeting. The annual shareholders meeting on May 4, 2016 approved the maximum to be granted until the next annual shareholders meeting. For the period from the May 2016 annual general shareholders meeting to the May 2017 annual general shareholders meeting, a maximum of 30,000,000 PSUs (10,000,000 after the reverse stock split) may be allocated to eligible employees under the ArcelorMittal Equity Incentive Plan and the GMB PSU Plan combined. The 2017 Cap for the number of PSUs that may be allocated to the CEO Office and other retention based based grants below the CEO office level was approved at the annual shareholders' meeting on May 10, 2017 at a maximum of 3,000,000 shares (9,000,000 before the reverse stock split). In 2016, ArcelorMittal adapted the plan: To consider the comments of shareholders that vesting should not happen below the median and To adapt to Action 2020 (Special grant) Conditions of the 2017 grant were as follows: 15

17 CEO Office PSUs with a three-year performance period Performance criteria: 50% TSR (½ vs. S&P 500 and ½ vs. peer group) and 50% EPS vs. peer group Value at grant: 100% of base salary for the CEO and the CFO Executive Officers PSUs with a three-year performance period Performance criteria: TSR and Gap to competition in some areas Vesting conditions: 2017 Grant Vesting conditions: TSR/EPS vs. peer group 100% median Threshold Target Threshold Target 120% median TSR vs. peer group 100% median 50% vesting 120% median 100% vesting TSR vs. S&P 500 Performance equal to Index Performance equal to Index + 2% outperformance Gap to competition (where applicable) - 100% target 100% vesting Vesting percentage 50% 100% The following tables provide an overview of the peer group defined for TSR performance and Market capitalisation: TSR Growth Company 3 Year TSR growth 1 Market Cap ($m) at 31 December 2017 Category Arcelor Mittal 7% 33,272 Steel Producers Anglo American 2% 29,442 Other Miners/Producers Arconic -28% 13,116 Other Miners/Producers China Steel 7% 13,174 Iron Ore Miners/Producers Cleveland-Cliffs -23% 2,138 Iron Ore Miners/Producers Corsa Coal -68% 155 Steel Producers Fortescue Metals Group 65% 11,885 Steel Producers Gerdau Pn -13% 6,070 Iron Ore Miners/Producers JFE Holdings 15% 14,760 Iron & Steel Kumba Iron Ore 8% 9,864 General Mining MMC Norilsk Nickel 50% 29,823 Steel Manufacturers Nippon Steel & Sumitomo Metal 0% 24,389 Iron Ore Miners/Producers Novolipetsk Steel 142% 15,326 Other Miners/Producers Nucor 23% 20,213 Steel Manufacturers Posco 19% 27,079 Steel Producers Severstal 125% 12,913 Steel Manufacturers Siderurgica Nacional 1% 3,505 Steel Producers Steel Authority Of India -10% 5,963 Iron Ore Miners/Producers Steel Dynamics 91% 10,220 Steel Producers Tata Steel 60% 11,144 Steel Producers Tenaris -11% 18,655 Steel Producers Thyssenkrupp 13% 17,982 Iron & Steel United States Steel -10% 6,158 Iron & Steel Vale 26% 64,138 Steel Manufacturers Voestalpine 53% 10,555 Steel Manufacturers Lower Quartile -2% $8,322 Median 14% $13,174 Upper Quartile 53% $24,389 Market Capitalisation 1 TSR performance has been calculated over 3 calendar years in USD as a common currency and is calculated using a base and end averaging period of 3 months (1 October to 31 December). 16

18 Company Market Cap ($m) at 31 December 2017 Financial Year End Category Arcelor Mittal 33,272 12/31/2017 Steel Producers Anglo American 29,442 12/31/2017 Other Miners/Producers Arconic 13,116 12/31/2017 Other Miners/Producers China Steel 2 13,174 12/31/2016 Iron Ore Miners/Producers Cleveland-Cliffs 2,138 12/31/2017 Iron Ore Miners/Producers Corsa Coal /31/2017 Steel Producers Fortescue Metals Group 11,885 6/30/2017 Steel Producers Gerdau Pn 6,070 12/31/2017 Iron Ore Miners/Producers JFE Holdings 14,760 3/31/2017 Iron & Steel Kumba Iron Ore 9,864 12/31/2017 General Mining MMC Norilsk Nickel 29,823 12/31/2017 Steel Manufacturers Nippon Steel & Sumitomo Metal 24,389 3/31/2017 Iron Ore Miners/Producers Novolipetsk Steel 15,326 12/31/2017 Other Miners/Producers Nucor 20,213 12/31/2017 Steel Manufacturers Posco 27,079 12/31/2017 Steel Producers Severstal 12,913 12/31/2017 Steel Manufacturers Siderurgica Nacional 3,505 12/31/2017 Steel Producers Steel Authority Of India 5,963 3/31/2017 Iron Ore Miners/Producers Steel Dynamics 10,220 12/31/2017 Steel Producers Tata Steel 11,144 3/31/2017 Steel Producers Tenaris 18,655 12/31/2017 Steel Producers Thyssenkrupp 17,982 9/30/2017 Iron & Steel United States Steel 6,158 12/31/2017 Iron & Steel Vale 64,138 12/31/2017 Steel Manufacturers Voestalpine 10,555 3/31/2017 Steel Manufacturers Lower Quartile $8,322 Median $13,174 Upper Quartile $24,389 Awards made in previous financial years which have not yet reached the end of the vesting period The Company's Long-Term Incentive Plan for senior management including Executive Officers follows the Company's strategy. In 2014 and 2015, the Company's goal was to achieve ROCE and Mining volumes for the Mining segment and therefore the target was based on these performance measures. In 2016, a special grant was deployed on a five-year performance period to achieve the Company's Action 2020 plan. ROCE remained a key target and Gap to Competition was added as performing against competition is essential. The plans in 2014, 2015 and 2016 are summarized below. 17

19 2014 Grant CEO Office PSUs with a three-year performance period Performance criteria: 50% TSR (½ vs. S&P 500 and ½ vs. peer group) and 50% EPS vs. peer group Value at grant: 100% of base salary for the CEO and 80% for the CFO Vesting conditions: TSR/EPS vs. peer group Other Executive Officers RSUs with a three-year vesting period (2014 grant vested in December 2017) PSUs with a three-year performance period Performance target: mainly ROCE and mining volume plan for the Mining segment One PSU can give right to 0 shares up to 1.5 shares Vesting conditions: Threshold Target Stretch Threshold Target Stretch 80% median 100% median 120% median Performance 80% 100% 120% TSR vs. S&P 500 Performance equal to 80% of Index Performance equal to Index Performance equal to Index + 2% outperformance Vesting percentage 50% 100% 150% Vesting 50% 100% 150% 2015 Grant 2016 Special Grant Same as in 2014 Same as in 2014 PSUs with a five-year performance period, 50% vesting after three-year performance period and 50% after additional twoyear performance period Performance criteria: 50% TSR (½ vs. S&P 500 and ½ vs. peer group) and 50% EPS vs. peer group Value at grant: 150% of base salary for the CEO and the CFO Vesting conditions: TSR/EPS vs. peer group TSR vs. S&P 500 Vesting percentage PSUs with a five-year performance period, 50% vesting after three-year performance period and 50% after additional two-year performance period Performance criteria: ROCE and Gap to competition in some areas one target grant: a share will vest if performance is met at target one overperformance grant: a share will vest if performance exceeds 120% Vesting conditions: Threshold Target Performance 100% 120% 100% median 120% median Target award vesting 100% 100% Performance equal to Index Performance equal to Index + 2% outperformance 50% 100% Overperformance award (=20% of target award) - 100% See note 7.3 to the consolidated financial statements for further details on RSUs and PSUs. Global Stock Option Plan Prior to the May 2011 annual general shareholders meeting adoption of the ArcelorMittal Equity Incentive Plan described above, ArcelorMittal s equity-based incentive plan took the form of a stock option plan known as the Global Stock Option Plan. See note 7.3 to the consolidated financial statements for further details on stock options. Other benefits In addition to the remuneration described above, other benefits may be provided to senior management and, in certain cases, other employees. These other benefits can include insurance, housing (in cases of international transfers), car allowances and tax assistance. SOX 304 and clawback policy 18

20 Under Section 304 of the Sarbanes-Oxley Act, the SEC may seek to recover remuneration from the CEO and CFO of the Company in the event that it is required to restate accounting information due to any material misstatement thereof or as a result of misconduct in respect of a financial reporting requirement under the U.S. securities laws (the SOX Clawback ). Under the SOX Clawback, the CEO and the CFO may have to reimburse ArcelorMittal for any short-term incentive or other incentive- or equity-based remuneration received during the 12-month period following the first public issuance or filing with the SEC (whichever occurs first) of the relevant filing, and any profits realized from the sale of ArcelorMittal securities during that 12-month period. The Board of Directors, through its ARCG Committee, decided in 2012 to adopt its own clawback policy (the Clawback Policy ) that applies to the members of the former GMB and to the Executive Vice President of Finance of ArcelorMittal. In 2016, the Clawback Policy was updated to reflect the Company s structural changes and now applies to the CEO Office and the Executive Officers. The Clawback Policy comprises cash short-term incentives and any other incentive-based or equity-based remuneration, as well as profits from the sale of the Company s securities received during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the filing that contained the material misstatement of accounting information. For purposes of determining whether the Clawback Policy should be applied, the Board of Directors will evaluate the circumstances giving rise to the restatement (in particular, whether there was any fraud or misconduct), determine when any such misconduct occurred and determine the amount of remuneration that should be recovered by the Company. In the event that the Board of Directors determines that remuneration should be recovered, it may take appropriate action on behalf of the Company, including, but not limited to, demanding repayment or cancellation of cash short- term incentives, incentive-based or equity-based remuneration or any gains realized as the result of options being exercised or awarded or long-term incentives vesting. The Board may also choose to reduce future remuneration as a means of recovery. 19