ArcelorMittal. Société anonyme. Registered office: 24-26, boulevard d Avranches, L-1160 Luxembourg. Grand-Duchy of Luxembourg

Transcription

1 ArcelorMittal Société anonyme Registered office: 24-26, boulevard d Avranches, L-1160 Luxembourg Grand-Duchy of Luxembourg R.C.S. Luxembourg B CONVENING NOTICE The shareholders of ArcelorMittal, société anonyme (the "Company") are invited to attend the Annual General Meeting and Extraordinary General Meeting of Shareholders (the General Meetings ) on Wednesday 10 May 2017 at a.m. CET at the Company s offices, at 24-26, boulevard d Avranches, L-1160 Luxembourg, Grand-Duchy of Luxembourg to deliberate on the following matters: Page 1 of 12

2 Agenda and Proposed Resolutions of the Annual General Meeting 1. Presentation of the management report of the board of directors of the Company (the Board of Directors ) and the reports of the independent auditor on the financial statements of the Company (the Parent Company Financial Statements ) and the consolidated financial statements of the ArcelorMittal group (the Consolidated Financial Statements ) for the financial year 2016 in each case prepared in accordance with the International Financial Reporting Standards ( IFRS ) as adopted by the European Union. 2. Approval of the Consolidated Financial Statements for the financial year 2016 Draft resolution (Resolution I) The Annual General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent auditor, approves the Consolidated Financial Statements for the financial year 2016 in their entirety, showing a consolidated net income of USD 1,734 million. 3. Approval of the Parent Company Financial Statements for the financial year 2016 Draft resolution (Resolution II) The Annual General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent auditor, approves the Parent Company Financial Statements for the financial year 2016 in their entirety, showing a net income for the Company as parent company of the ArcelorMittal group of USD 4,723 million, as compared to the consolidated net income of USD 1,734 million, in both cases established in accordance with IFRS as adopted by the European Union. 4. Allocation of results and determination of the dividend and the remuneration of the members of the Board of Directors in relation to the financial year 2016 Draft resolution (Resolution III) The Annual General Meeting acknowledges the net income of USD 4,723 million and that no allocation to the legal reserve or to the reserve for treasury shares is required. Likewise, the Annual General Meeting acknowledges the decision not to pay a dividend with respect to the 2016 financial year in order to use surplus cash for deleveraging until credit metrics consistent with an investment grade rating are achieved. The Annual General Meeting further resolved to reduce the Company s legal reserve to an amount corresponding to 10% of the Company s issued share capital and to transfer the surplus of an amount of 961,011,522 out of the legal reserve to profit brought forward. On this basis the Annual General Meeting, upon the proposal of the Board of Directors, decides to allocate the results of the Company based on the Parent Company Financial Statements for the financial year 2016 as follows: Net income for the year USD 4,723,283,110 Profit brought forward (Report à nouveau) USD 3,227,844,558 Results to be allocated and distributed USD 7,951,127,668 Transfer to reserve of treasury shares -- Reduction of the legal reserve USD 961,011,522 Directors remuneration for financial year 2016 (as per Resolution IV, below) USD 1,898,898 Profit carried forward 8,910,240,292 Page 2 of 12

3 Draft resolution (Resolution IV) Given Resolution III above, the Annual General Meeting, upon the proposal of the Board of Directors, leaves the basis for remuneration for the Board of Directors unchanged compared to the previous year and sets the amount of total remuneration for the Board of Directors in relation to the financial year 2016 at EUR 1,801,440 (USD 1,898,898), based on the following annual fees: - Basic director s remuneration: EUR 144,000 (USD 151,790); - Lead Independent Director s remuneration: EUR 204,000 (USD 215,036) - Additional remuneration for the Chair of the Audit Committee: EUR 28,000 (USD 29,515) - Additional remuneration for the other Audit Committee members: EUR 17,000 (USD 17,920) - Additional remuneration for the Chairs of the other committees: EUR 16,000 (USD 16,866) and - Additional remuneration for the members of the other committees: EUR 11,000 (USD 11,595). 5. Discharge of the directors Draft resolution (Resolution V) The Annual General Meeting decides to grant discharge to the members of the Board of Directors in relation to the financial year Election of members of the Board of Directors Background The Company places a strong emphasis on corporate governance and its Board of Directors is currently composed of 11 directors, of which 10 are non-executive directors and 7 are independent directors. The Board of Directors comprises only one executive director, Mr. Lakshmi N. Mittal, the Chairman and Chief Executive Officer ( CEO ) of the Company and, its structure is enhanced by the leadership provided by Mr. Lewis B. Kaden as the Lead Independent Director. It is proposed that after the upcoming Annual General Meeting the Board of Directors will be composed of 9 directors, of which 8 are non-executive directors and 5 are independent directors. The Board of Directors will comprise only one executive director, Mr. Lakshmi N. Mittal, the Chairman and CEO of the Company and, its structure will be enhanced by the leadership provided by Mr. Bruno Lafont as the new Lead Independent Director. This year, the mandate of each of the 4 following directors will come to an end on the date of this Annual General Meeting: Mr. Lakshmi N. Mittal, Mr. Lewis Kaden, Mr. Bruno Lafont and Mr. Michel Wurth. After consideration of the above, as well as the individual qualifications and experience of each of the proposed nominees to the Board of Directors and their contributions to the Board of Directors, the Board of Directors concluded that Mr. Lakshmi N. Mittal, Mr. Bruno Lafont and Mr. Michel Wurth should be re-elected as members of the Board of Directors for another three-year term. The Board of Directors believes Mr. Lakshmi N. Mittal should be re-elected considering his strategic vision for the steel industry in general and for the Company. His role as CEO is a key asset to the Company, while the fact that he is fully aligned with the interests of the Company s shareholders means that he is uniquely positioned to lead the Board of Directors in his role as Chairman. The combination of these roles was revisited at the annual general meeting of shareholders of the Company held in May 2014, when Mr. Lakshmi N. Mittal was re-elected to the Board of Directors for another three-year term by a strong majority. The Board of Directors also took note of Mr. Narayanan Vaghul s decision to resign from the Board of Directors at the date of the upcoming Annual General Meeting. Mrs. Karyn Ovelmen will succeed Mr. Narayanan Vaghul as the chairman of the Audit & Risk Committee. The biographical information of the three directors proposed for re-election is available on under Investors Equity investors Shareholders meetings General Meetings 10 May Page 3 of 12

4 Draft resolution (Resolution VI) The Annual General Meeting re-elects Mr. Lakshmi N. Mittal as director of ArcelorMittal for a three-year mandate that will automatically expire on the date of the annual general meeting of shareholders to be held in Draft resolution (Resolution VII) The Annual General Meeting re-elects Mr. Bruno Lafont as director of ArcelorMittal for a three-year mandate that will automatically expire on the date of the annual general meeting of shareholders to be held in Draft resolution (Resolution VIII) The Annual General Meeting re-elects Mr. Michel Wurth as director of ArcelorMittal for a three-year mandate that will automatically expire on the date of the annual general meeting of shareholders to be held in Appointment of an independent auditor in relation to the Parent Company Financial Statements and the Consolidated Financial Statements for the financial year 2017 Draft resolution (Resolution IX) The Annual General Meeting decides to appoint Deloitte Audit, société à responsabilité limitée, with registered office at 560, rue de Neudorf, L-2220 Luxembourg, Grand-Duchy of Luxembourg, as independent auditor to perform the independent audit of the Parent Company Financial Statements and the Consolidated Financial Statements regarding the financial year Authorisation of grants of share based incentives Background The CEO and the Chief Financial Officer ( CFO ) of the Company (jointly, the CEO Office ) will be eligible for Performance Share Unit ( PSU ) grants under the Performance Share Unit Plan (the PSU Plan ). The PSU Plan is designed to enhance the long-term performance of the Company and align the members of the CEO Office to the Company s objectives. The PSU Plan complements ArcelorMittal s existing program of annual performance-related bonuses which is the Company s reward system for short-term performance and achievements. The main objective of the PSU Plan is to be an effective performance-enhancing scheme based on the achievement of ArcelorMittal s strategy aimed at creating measurable long-term shareholder value. The CEO Office PSU Plan provides for cliff vesting on the third-year anniversary of the grant date, under the condition that the relevant CEO Office member continues to be actively employed by the ArcelorMittal group on that date. Awards under the CEO Office PSU Plan are subject to the fulfillment of cumulative performance criteria over a three-year period from the date of the PSU grant. The value of the grant at grant date will equal one year of base salary for the Chief Executive Officer and for the Chief Financial Officer. Each PSU may give right to up to one (1) share of the Company. The allocation of PSUs to the CEO Office will be reviewed by the Appointments Remuneration and Corporate Governance Committee, which is comprised of three independent directors and which makes a recommendation to the Board of Directors. Such committee will also determine the criteria for granting PSUs and make its recommendation to the Board of Directors. The vesting criteria of the PSUs are also monitored by the Appointments, Remuneration and Corporate Governance Committee. The 2017 Cap for the number of PSUs that may be allocated to the CEO Office and other retention based grants below the CEO Office level, is proposed to be set at a maximum of 3,000,000 (three million) shares, assuming the approval and implementation of the Reverse Stock Split (as defined below), or at a maximum of 9,000,000 (nine million) shares if such approval is not granted (the 2017 Cap ), representing less than % on a diluted basis and % of the Company s issued share capital (net of treasury shares) on an outstanding basis. The 3,000,000 (three million) shares cap was determined considering the proposal to implement a Reverse Stock Split with respect to all outstanding shares of the Company by means of a 1-for-3 Reverse Stock Split, effectively dividing the number of outstanding shares by a factor of three. An explanatory presentation, including a description of the performance targets applicable to the PSU Plan is available on under Investors Equity investors Shareholders meetings General Meetings 10 May Page 4 of 12

5 Draft resolution (Resolution X) The Annual General Meeting acknowledges the above background information provided about the CEO Office PSU Plan and other retention based grants and authorises the Board of Directors: (a) to allocate up to 3,000,000 (three million) of the Company s fully paid-up ordinary shares, assuming the approval and implementation of the Reverse Stock Split, or 9,000,000 (nine million) fully paid-up ordinary shares, if such approval is not granted, under the 2017 Cap, which may be either newly issued shares or shares held in treasury, such authorisation to be valid from the date of the Annual General Meeting until the annual general meeting of shareholders to be held in 2018, (b) to adopt any rules or measures to implement the CEO Office PSU Plan and other retention based grants below the level of the CEO Office that the Board of Directors may at its discretion consider appropriate, (c) to decide and implement any increase of the 2017 Cap by the additional number of shares of the Company necessary to preserve the rights of the grantees of PSUs in the event of a transaction impacting the Company s share capital, and (d) to do or cause to be done all such further acts and things as the Board of Directors may determine to be necessary or advisable to implement the content and purpose of this resolution. Introduction Agenda and proposed resolutions of the Extraordinary General Meeting Shareholders should refer to the amended version of the articles of association of the Company that is available on under Investors Equity investors Shareholders meetings - General Meetings 10 May Decision to implement a share consolidation with respect to all outstanding shares of the Company by means of a 1-for-3 reverse stock split on the Effective Date (as defined below) and to amend article 5.1 of the articles of association accordingly (the Reverse Stock Split ) Background Following its equity offering of April 2016, the Company now has over three billion shares outstanding. The Board of Directors puts forward a proposal to implement a Reverse Stock Split with respect to all outstanding shares of the Company by means of a 1-for-3 Reverse Stock Split, effectively dividing the number of outstanding shares by a factor of three. Such Reverse Stock Split is to be viewed as a simplification which should result in a better understanding by investors and other stakeholders of the market capitalization, earnings per share and dividend per share of the Company. The other expected benefit is to reduce the number of outstanding shares to a level more closely aligned with the average number of shares outstanding for members of EuroStoxx 600 and the CAC40. Shareholders would hold one consolidated share for every three shares currently held, but their relative position in the Company's equity would not change. It is expected that the Reverse Stock Split will be a valuation neutral event with no impact on the Company s market capitalization. There will be share positions that will not consist entirely in full shares when divided by a factor of three because of the Reverse Stock Split. These fractional entitlements will be dealt with as described in the below resolution. The implementation of the Reverse Stock Split requires a change to the number of outstanding shares which is provided in article 5.1 of the Company s articles of association. Draft resolution (EGM Resolution I) The Extraordinary General Meeting resolves to: Page 5 of 12

6 (a) consolidate each three (3) existing shares in the Company without nominal value (the Existing Shares ) held by a shareholder into one (1) share without nominal value (a Consolidated Share ) in replacement of the three (3) Existing Shares held by such shareholder (the "Ratio"), whereby: A. the Reverse Stock Split will be carried out simultaneously on the Effective Date for all Existing Shares of the Company in accordance with the Ratio; B. the Existing Shares will only be consolidated, in accordance with the Ratio, into a whole number of Consolidated Shares with no fractions of shares being issued: 1. Positions in Existing Shares held via book entry that cannot be consolidated into a whole number of Consolidated Shares in accordance with the Ratio will be dealt with in accordance with the rules of the relevant clearing system. 2. The positions of Existing Shares in the share register of the Company that cannot be consolidated into a whole number of Consolidated Shares in accordance with the Ratio will be aggregated for consolidation into Consolidated Shares which will be sold on the relevant market in accordance with market practice. Net proceeds after deduction of relevant transaction costs and expenses will be distributed on a pro rata basis to the holders of Existing Shares that did not have a sufficient number of Existing Shares to be converted into a whole number of Consolidated Shares in accordance with the Ratio. (b) adjust the issued share capital of the Company to reflect the Reverse Stock Split to three hundred six million five hundred seventy-one thousand eighty-six Euro and ninety cents (EUR 306,571,086.90) represented by one billion twenty-one million nine hundred three thousand six hundred twenty-three (1,021,903,623) shares and consequentially amend article 5.1 of the articles of association of the Company; and (c) delegate powers to the Board of Directors to determine the date on which the Reverse Stock Split becomes effective (the Effective Date ), such date being no later than 31 December 2017, and to implement the Reverse Stock Split and proceed to any formality and take any action in relation to the Reverse Stock Split including the determination of the manner and process to effect the Reverse Stock Split with respect to holders of Existing Shares of the Company who at the Effective Date do not have a sufficient number of Existing Shares in order to receive a whole number of Consolidated Shares in accordance with the Ratio, and the recording of the resulting amendments to the articles of association of the Company before a notary. 2. Decision to adjust, renew and extend the scope of the authorised share capital of the Company, to authorise the Board of Directors to limit or cancel the preferential subscription right of existing shareholders and to amend articles 5.2 and 5.5 of the articles of association accordingly Background The historical flexibility granted to the Board of Directors to issue ordinary shares with the power to limit or cancel the preferential subscription rights of existing shareholders was 10% of the issued share capital. The Company wishes to retain this flexibility while taking into account the Reverse Stock Split and the Company s current commitments under its long term incentive plans approved by the general shareholders meetings which will amount to twenty four million nine hundred eighty four thousand and four hundred eighty seven (24,984,487) shares post Reverse Stock Split (the LTIP Commitments ). Accordingly, if the Reverse Stock Split is approved by this Extraordinary General Meeting, and taking into account the shares required to be issued under the LTIP Commitments, the authorised share capital of the Company will need to be adjusted to three hundred forty-five million four hundred seventy-three thousand seventy-six Euro and thirty cents (EUR 345,473,076.30) represented by one billion one hundred fifty-one million five hundred seventy-six thousand ninehundred twenty-one (1,151,576,921) shares. Such adjustment should mainly be considered as a mechanical effect of the implementation of the Reverse Stock Split. The Extraordinary General Meeting is also requested to renew the above mentioned authorised share capital and the authorisation of the Board of Directors to limit or cancel preferential subscription rights for a period of five years starting on the date of this Extraordinary General Meeting and ending on the fifth anniversary of the date of publication in the Luxembourg legal gazette (Recueil Electronique des Sociétés et Associations) of the minutes of the Extraordinary General Meeting in order to allow the Company to retain adequate flexibility going forward under the proposed portion of the authorised un-issued share capital that may be issued by the Board of Directors and the power of the Board of Page 6 of 12

7 Directors to limit or cancel preferential subscription rights will continue to be limited to 10% of the issued share capital following the completion of the Reverse Stock Split. The Extraordinary General Meeting is further requested to extend the scope of the authorised share capital and to authorise the Board of Directors to allocate existing shares or issue new shares free of charge, to a) employees and corporate officers (including directors) of the Company and b) employees and corporate officers (including directors) of companies, of which at least 10% of the capital or voting rights is directly or indirectly held by the Company in accordance with the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time and in particular by the law of 10 August 2016 to grant shares free of charges. The Board of Directors would only implement the granting of free shares if it is subject to performance criteria. The report of the Board of Directors of the Company relating to the proposed adjustment of the Company s authorised share capital and the authorisation to limit or cancel the preferential subscription right of existing shareholders is available on under Investors Equity investors Shareholders meetings - General Meetings 10 May Draft resolution (EGM Resolution II) The Extraordinary General Meeting resolves to: (a) adjust the authorised share capital of the Company to three hundred forty-five million four hundred seventythree thousand seventy-six Euro and thirty cents (EUR 345,473,076.30) represented by one billion one hundred fifty-one million five hundred seventy-six thousand nine-hundred twenty-one (1,151,576,921) shares for the un-issued share capital of the Company other than the shares required to be issued under the LTIP Commitments (the LTIP Shares ) to amount to 10% of the aggregate of the shares in issue following the Reverse Stock Split referred to under point 1. above and the LTIP Shares; (b) authorise the Board of Directors to allocate subject to performance criteria existing shares or issue new shares free of charge, to (i) employees and corporate officers (including directors) of the Company, (ii) employees and corporate officers (including directors) of companies of which at least 10% of the capital or voting rights is directly or indirectly held by the Company in accordance with article 5.5. of the articles of association of the Company; (c) authorise the Board of Directors, during a period of five years starting on the date of this Extraordinary General Meeting of shareholders and ending on the fifth anniversary of the date of publication in the Luxembourg legal gazette (Recueil Electronique des Sociétés et Associations) of the minutes of the Extraordinary General Meeting, to issue additional shares in the Company within the limit of the authorised share capital; (d) authorise the Board of Directors to limit or cancel the preferential subscription rights of existing shareholders in the event of any increase in the issued share capital up to and including the authorised share capital; and (e) amend articles 5.2. and 5.5 of the articles of association accordingly as set out in the amended version of the articles of association of the Company available on under Investors Equity investors Shareholders meetings - General Meetings 10 May Decision to amend articles 4, 5, 7, 8, 9, 11, 13, 14 and 15 of the articles of association to reflect recent changes in Luxembourg law Background The Board of Directors has decided to update articles 4 (Registered office), 5 (Capital Increase in capital), 7 (Rights and obligations of shareholders), 8 (Board of directors,) 9 (Procedures for meetings of the Board of Directors), 11 (Powers of the board of directors), 13 (Shareholders meetings General), 14 (Annual general meeting of shareholders) and 15 (Independent Auditors) of the articles of association of the Company to take into account recent changes in the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time and in particular by the law of 10 August Such changes are not legally mandatory but it is proposed to make use of certain additional flexibility offered by the new law and to clarify certain points. The principal changes concern (i) the procedure to be followed in case of preferential subscription rights remaining non-exercised following a rights issue, (ii) the possibilities for the Board of Directors to suspend shareholder s voting rights in case of non-compliance with the articles of association and (iii) the quorum and majority rules at the Board of Directors in case of a conflict of interest of one or more directors of the Company. It has further been decided to update Page 7 of 12

8 article 4 of the articles of Association to allow the Board of Directors to transfer the registered office of the Company to any other municipality in the Grand Duchy of Luxembourg and to delete any reference to the time and date of the annual general meeting of shareholders and thereby provide some flexibility to the Company. The law of 10 August 2016 has introduced new governance rules and the changes to article 8 clarify that there is no change in the governance of the Company. The amendment to article 7 is mainly to clarify that, like under applicable takeover law, changes in the holding structure of a shareholder where the ultimate control remains unchanged do not trigger the obligation under the articles of association to launch a takeover offer on all the shares in the Company. Draft resolution (EGM Resolution III) The Extraordinary General Meeting resolves to amend articles 4, 5, 7, 8, 9, 11, 13, 14 and 15 as proposed in the amended articles of association of the Company published on under Investors Equity investors Shareholders meetings - General Meetings 10 May Approval of the compulsory dematerialisation of all the shares in the Company in accordance with the law of 6 th April 2013 on dematerialised securities and delegation of powers to the Board of Directors to inter alia determine the effective date of such compulsory dematerialisation. Background The dematerialisation of the shares of the Company is compulsory as it will apply to all the shares of the Company which means that following its implementation, the registered shares will disappear and all the shares of the Company will be dematerialized shares. Proposal to proceed with the Dematerialisation (as defined below) for the following reasons: - Facilitate the clearing and settlement of all the Company s shares; and - Benefit from a modernised ownership structure of shares enabling the Company to identify its shareholders, eliminate the share register and its administrative and regulatory burden as well as its associated costs. In the context of the implementation of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositaries, as amended (the CSDR ), it is intended that the Company appoint a central securities depositary (a CSD ) for its shares subject to and in accordance with the CSDR. In the context of such appointment, it is proposed to convert all the Company s shares into dematerialised shares. The appointment of a CSD involves several regulatory, operational and technical aspects which do not enable the Company to immediately appoint a CSD. Since the Company wishes to be able to have the adequate flexibility to implement such an appointment when appropriate, it is proposed that the Extraordinary General Meeting gives the Board of Directors authority to determine the appropriate time where the compulsory dematerialisation of the shares becomes effective (the Effective Date ) and to amend the articles of association of the Company accordingly. The Board of Directors will provide appropriate notice of the Effective Date. As from the Effective Date, shares held via book entry through Euroclear S.A. / N.V., Amsterdam Branch or any other securities settlement system may no longer be directly registered in the share register of the Company (the Register ) and all such shares will be dematerialised and registered in the issuance account kept at the CSD. Holders directly recorded in the Register shall provide the Company with the required data allowing their shares to be credited to their securities account, no later than the date which is two years after the Effective Date (the Compulsory Conversion Date ). Voting rights attached to shares which have not been dematerialised by the Compulsory Conversion Date shall thereafter be automatically suspended until their dematerialisation. Any distributions on such shares shall be held in escrow by the Company and, subject to prescription, shall be paid after such dematerialisation has occurred. Such shares shall not be considered for the calculation of the quorum and of the majorities during the general meetings of shareholders and the holders of such shares shall not be admitted to such general meetings. The shares of holders directly registered in the Register who have not requested the dematerialisation of such shares by the eighth anniversary of the Effective Date may be sold by the Company in accordance with article 11(4) of the law of 6 th April 2013 on dematerialised securities (the Compulsory Date of Non-Converted Shares ) with at least three months prior notice published in the same way as the convening notices for general meetings of shareholders. Page 8 of 12

9 Draft resolution (EGM Resolution IV) The Extraordinary General Meeting resolves to: (a) approve the compulsory dematerialisation of all the shares in the Company in accordance with the law of 6 th April 2013 on dematerialised securities (the Dematerialisation ); (b) delegate power to the Board of Directors to determine the Effective Date (i.e. the date on which the Dematerialisation becomes effective), and to implement the Dematerialisation and proceed to any formality and take any action in relation to the Dematerialisation including the power to record the resulting amendments to the articles of association of the Company before a notary and in particular to remove articles 6.0 and 6.9, from the articles of association after the Effective Date or after the implementation of the Compulsory Date of Non-Converted Shares as set forth in the articles of association of the Company; (c) amend article 6 as proposed in the amended articles of association of the Company published on under Investors Equity investors Shareholders meetings - General Meetings 10 May The Annual General Meeting will validly deliberate on all resolutions on the agenda regardless of the number of shareholders present and of the number of shares represented, and the resolutions relating to these agenda items will be adopted by a simple majority of the votes validly cast by shareholders present or represented. Each share is entitled to one vote. The Extraordinary General Meeting will validly deliberate on all resolutions on its agenda if a quorum of 50% of the Company s issued share capital is present or represented. The resolutions will be validly adopted by at least twothirds of the votes validly cast in favour by the shareholders present or represented. If the aforementioned quorum is not met, the Extraordinary General Meeting may be reconvened by the Board of Directors and at the reconvened meeting no quorum will be required. Each ArcelorMittal share is entitled to one vote. A copy of the documentation related to the General Meetings is available from the date of publication of this convening notice on the Company s website under Investors Equity Investors Shareholders meetings General Meetings 10 May Shareholders may obtain free of charge a hard copy of the Annual Report 2016 (in English) and the draft articles of association with proposed amendments at the Company s registered office, by calling , or by making a request by to privateinvestors@arcelormittal.com Additions of agenda items or tabling of alternative resolutions One or more shareholders holding together at least 5% of the issued share capital of the Company have the right to add new items to the agenda of the General Meetings and/or table draft resolutions regarding existing or new agenda items. Any such request must be received by the Company before 6.00 p.m. Central European Time ("CET") on 18 April The request must be made in writing by (to gm2017@arcelormittal.com) or postal mail (to ArcelorMittal, the Group General Counsel & Company Secretary, 24-26, boulevard d Avranches, L-1160 Luxembourg, G.D. Luxembourg) and must include either (a) the text of the new agenda item and/or a draft resolution, and a background explanation or (b) an alternative resolution for an existing agenda item, with a clear identification of the agenda item concerned, the text of the proposed alternative resolution, and a background explanation. The request must include the name of a contact person and a contact address (postal address and ) to enable the Company to confirm receipt within 48 hours, and proof must be provided (in the form of a confirmation issued by a financial intermediary) that the requestor was a shareholder of the Company on the Record Date (as defined below under Conditions for personal attendance ). Ability to ask questions ahead of the General Meetings Shareholders have the right to ask questions about items on the agenda of the General Meetings ahead of and during the meeting. The Company will on a best efforts basis provide responses to the questions during the questions & answers session. Questions must be received by the Company before 6:00 p.m. CET on 5 May Questions must be sent by to: gm2017@arcelormittal.com and include the shareholder s full name and address and a proof of ownership of Company shares as at the Record Date (as defined hereafter) issued by a financial intermediary. Page 9 of 12

10 General Meetings Attending in person or voting by proxy Only shareholders who were holders of record of European Shares or New York Shares on the Record Date (as defined hereafter) can vote and participate in the General Meetings. The Record Date is defined as 26 April 2017 at midnight (24:00 hours) CET and at 6:00 p.m. (18:00 hours) New York time. ArcelorMittal s shares are divided into European Shares and New York Shares. European Shares are the shares directly or indirectly recorded in the Company s shareholders register held in Luxembourg. New York Shares are the shares directly or indirectly recorded in the Company s shareholders register held in New York. The listing agent for the European Shares is BNP Paribas Securities Services and the listing agent for the New York Shares is Citibank, N.A. There is no material difference between a European Share and a New York Share and both types of shares give access to equal rights. 1. Conditions for personal attendance (i) Holders of shares whose ownership is directly recorded Shareholders who own European Shares or New York Shares and whose ownership is directly recorded in their own name in the Company shareholders register should announce their intention to attend and vote at the General Meetings by completing, signing, dating the participation form available in English and French on request from the Centralisation Agent or the Company s website under Investors Equity Investors Shareholders meetings General Meetings 10 May 2017, and sending it to: - For holders of European Shares on the Record Date: BNP Paribas Securities Services - Corporate Trust Services CTS Assemblée Centralisée Grands Moulins de Pantin 9, rue du Débarcadère, F Pantin Cedex, France Tel.: ; Fax: For holders of New York Shares on the Record Date: Citibank Shareholder Services P.O. Box Providence, Rhode Island , United States of America Tel.: CITI-ADR (toll-free; U.S. only) or (international) citibank@shareholders-online.com Holders whose ownership is directly recorded in the Company s shareholders register include current and former employees holding through the AESOPE plan. The participation form must be received no later than 5 May 2017 by 5.00 p.m. CET by BNP Paribas Securities Services for European Shares and 3 May 2017 by a.m. New York time by Citibank Shareholder Services for New York Shares. (ii) Holders whose ownership is indirectly recorded (shares held in clearing) Holders of European Shares on the Record Date whose ownership is indirectly recorded, through a clearing system (e.g. Euroclear), in the Company s shareholders register (including U.S. and Canada residents) and who wish to attend and vote at the General Meetings in person must ask their financial intermediary (bank, broker or other financial institution or intermediary) where their shares are on deposit to send a registration certificate to the relevant Centralisation Agent who must receive it no later than 5.00 p.m. CET on 5 May The registration certificate must indicate the identity of the owner of the ArcelorMittal shares, the number of shares registered, and a statement that the relevant shares were registered in the financial intermediary s records in the holder s name on the Record Date. When the Centralisation Agent has received the registration certificate, an attendance card will be sent to the relevant shareholder. Holders of New York Shares on the Record Date whose ownership is indirectly recorded, through a clearing system, in the Company s New York shareholders register and who wish to attend and vote at the General Meetings in person must have their financial intermediary (bank or other financial institution or intermediary) or its agent where their shares are on deposit issue a proxy to them. The proxy will confirm that they owned the relevant number of New York Shares on the Record Date and are authorised to attend and vote at the General Meetings. In addition to issuing a proxy, Page 10 of 12

11 the financial intermediary must complete and return a New York Share registration request to Citibank, which must be received by Citibank no later than a.m. New York time on 3 May The holders of New York Shares must bring the proxy received from their financial intermediary to the General Meetings; the proxy will serve as attendance card for the General Meetings. Holders of European Shares or New York Shares who wish to attend the General Meetings in person must bring their attendance card and a proof of their identity (in the form of a non-expired identity card or passport) to the General Meetings. For the General Meetings to proceed in a timely and orderly manner, shareholders are requested to arrive on time. The doors will open at a.m. CET and the General Meetings will start promptly at a.m. CET. The forms can also be downloaded from the Company s website under Investors Equity Investors Shareholders meetings General Meetings 10 May The completed, signed and dated proxy form must be received by the Centralisation Agent no later than 5.00 p.m. CET on 5 May Conditions for proxy voting or appointing a proxy (i) European Shares Holders of European Shares on the Record Date who are unable to attend the General Meetings in person may give voting instructions to the Group General Counsel & Company Secretary, Mrs. Anne van Ysendyck, or to any other person designated by them. In order to give voting instructions to the Group General Counsel & Company Secretary, or to any other person designated by them, holders of European Shares, whose ownership is directly recorded, must have obtained and delivered to the Centralisation Agent the completed, dated and signed proxy form described above (see Conditions for personal attendance, above) by 5.00 p.m. CET on 5 May Holders of European Shares whose ownership is indirectly recorded must have obtained and delivered to their financial intermediary the completed, dated and signed proxy form described above (see Conditions for personal attendance, above); this financial intermediary must provide the relevant Centralising Agent with the proxy form and the registration certificate, dated on the Record Date (26 April 2017), by 5.00 p.m. CET on 5 May The Group General Counsel & Company Secretary will vote in accordance with the instructions given by the shareholder in the proxy form. If no voting instructions are given in the proxy form, the Group General Counsel & Group General Counsel & Company Secretary will vote in favour of the resolutions proposed and supported by the Board of Directors. The registration certificate and the proxy form may be obtained from the relevant Centralisation Agent. The proxy form can be downloaded in English and French from under Investors Equity Investors Shareholders meetings General Meetings 10 May Holders of European Shares who wish to revoke their proxy may do so by timely delivering a properly executed later-dated proxy to the relevant Centralisation Agent no later than 5.00 p.m. CET on 5 May 2017, or by attending and voting in person at the General Meetings. (ii) New York Shares Holders of New York Shares on the Record Date who are unable to attend the General Meetings in person must follow the voting procedures and instructions received from their financial intermediary or, as the case may be, its procedures on changing or revoking voting instructions. Attending the General Meetings without voting will not revoke the proxy. Persons designated as a proxy by holders of European Shares or New York Shares on the Record Date and who wish to attend the General Meeting in person must bring their proxy card and a proof of their identity (in the form of a nonexpired identity card or a passport) to the General Meetings. In order for the General Meetings to proceed in a timely and orderly manner, proxy holders are requested to arrive on time. The doors will open at a.m. CET and the General Meetings will start promptly at a.m. CET. 3. Request for information and contact details of Centralisation Agents Shareholders requiring more information may do so by: Contacting the Centralising Agents: - For European Shares included in the Euroclear Nederland system and admitted to trading on Euronext European markets (Amsterdam, Paris), the Centralisation Agent is: BNP Paribas Securities Services, Corporate Trust Services CTS Assemblée Centralisée Grands Moulins de Pantin Page 11 of 12

12 9, rue du Débarcadère F Pantin Cedex, France Tel.: ; Fax: or For European Shares included in the Clearstream Banking or Euroclear Bank system and admitted to trading on the Luxembourg Stock Exchange s regulated market, the Centralisation Agent is: BNP Paribas Securities Services Corporate Trust Services - Corporate Action 33, rue de Gasperich L Luxembourg, Grand-Duchy of Luxembourg Tel.: ; Fax: For European Shares included in the Iberclear system and admitted to trading on the Spanish exchanges, the Centralisation Agent is: BNP Paribas Securities Services Banking Operations GIS Calle Ribera de Loira 28 ES Madrid, Spain Tel.: ; Fax: For New York Shares admitted to trading on the New York Stock Exchange, the Centralisation Agent is: Citibank Shareholder Services P.O. Box Providence, Rhode Island , United States of America Tel.: CITI-ADR (toll-free, U.S. only) or (international) citibank@shareholders-online.com Contacting the Company s Investor Relations department: Tel.: privateinvestors@arcelormittal.com 4. Electronic proxy voting Shareholders may exercise their vote electronically by accessing and following the registration steps. For further information please contact: ABN AMRO Bank N.V. Equity Capital Markets / Corporate Broking HQ 7050 Gustav Mahlerlaan 10 NL-1082 PP Amsterdam, The Netherlands Tel.: Fax: Luxembourg, 7 April 2017 Lakshmi N. Mittal (The Chairman) Page 12 of 12