ArcelorMittal société anonyme registered office: 19, avenue de la Liberté, L-2930 Luxembourg R.C.S. Luxembourg B CONVENING NOTICE

Transcription

1 ArcelorMittal société anonyme registered office: 19, avenue de la Liberté, L-2930 Luxembourg R.C.S. Luxembourg B CONVENING NOTICE The shareholders of ArcelorMittal, société anonyme, (the "Company") are invited to attend the Annual General Meeting of Shareholders directly followed by the Extraordinary General Meeting of Shareholders to be held before notary both to be held on Tuesday 13 th of May 2008 at a.m. at the registered office of the Company, 19 avenue de la Liberté, L-2930 Luxembourg. in order to deliberate on the following matters: Agenda and proposed resolutions of the Annual General Meeting of Shareholders: 1. Report of the Board of Directors and the Auditors Report on the annual accounts and the consolidated financial statements for the 2007 financial year 2. Approval of the annual accounts for the 2007 financial year Draft resolution (first resolution) The General Meeting, after having reviewed the management report of the Board of Directors and the statement by the independent company auditor, approves the annual accounts for the 2007 financial year in their entirety, with a resulting profit for ArcelorMittal of USD 7,611,478, Approval of the consolidated financial statements for the 2007 financial year Draft resolution (second resolution) Page 1 of 13

2 The General Meeting, after having reviewed the management report of the Board of Directors and the statement by the independent company auditor, approves the consolidated financial statements for the 2007 financial year in their entirety. 4. Determination of the amount of fees, the compensation and attendance fees to be allocated to the Board of Directors Draft resolution (third resolution) The income to be distributed amounts to USD 12,433,724,370, from which USD 380,593,908 must be allocated to the legal reserve. The General Meeting, upon the proposal of the Board of Directors, sets the amount of directors fees, compensation and attendance fees to be allocated to the Board of Directors at USD 3,274, Allocation of results and determination of the dividend Draft resolution (fourth resolution) Given the third resolution, the General Meeting, upon proposal of the Board of Directors, decides to allocate the results of the financial year as follows: In U.S. dollars Profit for the year Profit brought forward (Report à nouveau) Results to be allocated and distributed Transfer to the reserve for treasury shares Allocation to the legal reserve 7,611,478,151 4,822,246,219 12,433,724, ,108, ,593,908 Directors fees, compensation and attendance fees 3,274,125 Dividend of USD 1,50 (gross) per share for the 2007 financial year (*) 2,173,239,521 Profit carried forward 8,980,508,008 (*) valued on the basis of 1,448,826,347 shares issued at December 31, 2007 Dividends are paid in equal quarterly instalments of USD (gross) per share. A first instalment of dividend of USD 0,375 (gross) per share has been paid on 17 March Discharge of the directors Page 2 of 13

3 Draft resolution (fifth resolution) The General Meeting decides to grant discharge to the directors for the financial year Acknowledgment of resignation and statutory elections The General Meeting acknowledges the following resignations: - Romain Zaleski, member of the Board of Directors, with effect as of 6 March 2008; and - Corporación JMAC B.V., member of the Board of Directors, represented by Antoine Spillmann, with effect as of 13 May 2008; and - Manuel Fernandez Lopez, member of the Board of Directors, with effect as of 13 May The General Meeting further acknowledges that the mandate of the following directors will come to an end, with effect as of the date of this General Meeting: - Joseph Kinsch, Chairman of the Board of Directors; and - Edmond Pachura, member of the Board of Directors; and - Lewis B. Kaden, member of the Board of Directors. Draft resolution (sixth resolution) The General Meeting, having acknowledged the end of the mandates and the resignation of six (6) directors in total as indicated above, decides to elect only four (4) directors. Draft resolution (seventh resolution) The General Meeting elects Lewis B. Kaden, residing 399 Park Avenue, 2 nd Floor, New York, NY 10022, USA, for a 3 year mandate, in accordance with article 8.3 of the Company's articles of association, which shall terminate on the date of the annual general meeting of shareholders to be held in Draft resolution (eight resolution) The General Meeting elects Ignacio Fernández Toxo, residing at Confederación Sindical de Comisiones Obreras, Fernández de la Hoz 12 6ª, Madrid, Spain, to continue the mandate of Manuel Fernandez Lopez, resigning with effect as of 13 May 2008, which shall terminate on the date of the annual general meeting of shareholders to be held in Draft resolution (ninth resolution) The General Meeting elects Antoine Spillmann, residing at 2, rue Sigismond-Thalberg, CH Geneva, Switzerland, for a 3 year mandate, in accordance with article 8.3 of the Company's articles of association, which shall terminate on the date of the annual general meeting of shareholders to be held in Draft resolution (tenth resolution) Page 3 of 13

4 The General Meeting elects Malay Mukherjee, residing at 81, Templars Avenue, Golders Green, London NW110NR, United Kingdom, for a 3 year mandate, in accordance with article 8.3 of the Company's articles of association, which shall terminate on the date of the annual general meeting of shareholders to be held in Renewal of the authorization of the Board of Directors of the Company and of the corporate bodies of other companies in the Group to acquire shares in the Company Draft resolution (eleventh resolution) The General Meeting decides to cancel with effect as of this General Meeting the authorization granted to the Board of Directors by the extraordinary general meeting of shareholders held on 5 November 2007 with respect to the share buy-back programme and decides to authorise, with effect as of this General Meeting, the Board of Directors of the Company, with option to delegate, and the corporate bodies of the other companies in the Group referred to in Article 49bis of the Luxembourg law on commercial companies (the Law ), to acquire and sell shares in the Company, under the conditions set forth in the Law. Such purchase and sales may be carried out for any purpose authorised or which would come to be authorised by the laws and regulations in force and in particular to enter into offmarket and over the counter transactions and to acquire shares in the Company through derivative financial instruments. In accordance with the applicable laws transposing Directive 2003/6/EC of 28 January 2003 and EC Regulation 2273/2003 of 22 December 2003, acquisitions, disposals, exchanges, contributions and transfers of securities can be carried out by all means, on or off the market, including by a public offer to buy back shares or by the use of derivatives or option strategies. The fraction of the capital acquired or transferred in the form of a block of securities could amount to the entire program. Such transactions can be carried out at any time, including during a tender offer period, in accordance with the applicable laws and regulations. The authorisation is valid for a period of eighteen (18) months or until the date of its renewal by a resolution of the general meeting of shareholders if such renewal date is prior to such period. The maximum number of shares that can be acquired is the maximum allowed by the Law in such a manner that the accounting par value of the Company s shares held by the Company (or other group companies referred to in Article 49bis of the Law) cannot in any event exceed 10% of its subscribed share capital. The purchase price per share to be paid in cash shall not represent more than 125% of the price on the New York Stock Exchange, Euronext Amsterdam by NYSE Euronext, Euronext Brussels by NYSE Euronext, Euronext Paris by NYSE Euronext, the Luxembourg Stock Exchange or the stock exchanges of Barcelona, Bilbao, Madrid and Valencia, depending on the market on which the transactions are made, and no less than the par value of the share at the time of repurchase. For off market transactions, the maximum purchase price shall be 125% of the price of Euronext Paris by NYSE Euronext. The price on the New York Stock Exchange or Euronext Amsterdam by NYSE Euronext, Euronext Brussels by NYSE Euronext, Euronext Paris by NYSE Euronext, the Luxembourg Stock Exchange or the stock Page 4 of 13

5 exchanges of Barcelona, Bilbao, Madrid and Valencia will be deemed to be the higher of the average of the final listing price per share on the relevant stock exchange during 30 consecutive days on which the relevant stock exchange is open for trading preceding the 3 trading days prior to the date of repurchase. In the event of a share capital increase by incorporation of reserves or issue premiums and the free allotment of shares as well as in the event of the division or regrouping of the shares, the purchase prices indicate above shall be adjusted by a coefficient multiple equal to the ratio between the number of shares comprising the share capital prior to the transaction and such number following the transaction. The total amount allocated for the Company s share repurchase program cannot in any event exceed the amount of the Company s then available equity. All powers are granted to the Board of Directors, with delegation powers, in view of ensuring the performance of this authorisation. 9. Appointment of an independent company auditor to examine the annual accounts and the consolidated financial statements for the 2008 financial year Draft resolution (twelfth resolution) The General Meeting decides to appoint Deloitte S.A., with registered office at 560, rue de Neudorf, L-2220 Luxembourg as independent auditor for the examination of the annual accounts of ArcelorMittal and the consolidated financial statements of the ArcelorMittal group for the financial year Decision to authorise the Board of Directors to issue stock options or other equity based awards to the employees who compose the Company s most senior group of managers Draft resolution (thirteenth resolution) The General Meeting decides to authorise the Board of Directors to: (a) issue stock options or other equity-based awards to the employees who compose the Company s most senior group of managers for a number of Company s shares not exceeding a maximum total number of eight million five hundred thousand (8,500,000) shares during the period from this General Meeting until the annual general meeting of shareholders to be held in 2009, either by issuing new shares or by delivering the Company s treasury shares, provided that the stock options will be issued at an exercise price that shall not be less than the average of the highest and the lowest trading price on the New York Stock Exchange on the day immediately prior to the grant date, which shall be decided by the Board of Directors and shall be within the period commencing on and ending forty-two (42) days after the announcement of the results for the second quarter or the fourth quarter of the Company s financial year; and (b) do or cause to be done all such further acts and things as the Board of Directors may determine to be necessary or advisable in order to implement the content and purpose of this resolution. Page 5 of 13

6 The General Meeting further acknowledges that the maximum total number of eight million five hundred thousand (8,500,000) shares as indicated above for stock options or other equity based awards represent less than zero point fifty-nine per cent (0.59%) of the number of Company s shares issued on the date of the present General Meeting. 11. Decision to authorise the Board of Directors to put in place an employee share purchase plan Draft resolution (fourteenth resolution) The General Meeting decides to authorise the Board of Directors to: (a) implement an Employee Share Purchase Plan ( ESPP ) reserved for all or part of the employees and executive officers of all or part of the companies comprised within the scope of consolidation of the Company s financial statements for a maximum number of two million five hundred thousand (2,500,000) shares, fully paid-up; and (b) for the purposes of the implementation of the ESPP, issue shares within the limits of the authorised share capital and/or deliver treasury shares, up to a maximum of two million five hundred thousand (2,500,000) shares fully paid-up during the period from this General Meeting to the annual general meeting of the Company to be held in 2009; 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 further acknowledges that the maximum total number of two million five hundred thousand (2,500,000) shares as indicated above for the implementation of the ESPP represent less than zero point two per cent (0.2 %) of the number of Company s shares issued on the date of the present General Meeting. Agenda and proposed resolution of the Extraordinary General Meeting of Shareholders: 12. Decision to increase the authorised share capital of the Company by an amount of six hundred forty-three million eight hundred sixty thousand Euro (EUR 643,860,000) represented by one hundred forty-seven million (147,000,000) shares, without nominal value, and to authorise the Board of Directors of the Company to issue, within the limit of the authorised share capital, additional shares for the purpose of mergers, acquisitions or similar transactions and subsequently to amend article 5.2 and article 5.5 of the articles of association of the Company. Draft resolution (fifteenth resolution) Page 6 of 13

7 The General Meeting acknowledges that an authorized share capital in the amount of six billion four hundred thirty eight million six hundred thousand Euro (EUR 6,438,600,000) represented by one billion four hundred and seventy million (1,470,000,000) shares, without nominal value for a period ending on 5 November 2012, has been created by decision of the extraordinary general meeting of shareholders of the Company held on 5 November Pursuant to such resolution, the Board of Directors of the Company has been authorized to issue within the limits of the authorized share capital, stock options, or other equity-based awards under any Company s employee incentive or benefit plan or employee share offerings giving a right to acquire or subscribe for one or more shares, to issue shares within the limits of the authorized share capital for delivery upon exercise or conversion, as applicable, of the Company s stock options or other equity-based awards granted under any Company s employee incentive or benefit plan or employee share offerings and to limit or cancel the preferential subscription right of the existing shareholders. The General Meeting acknowledges the report of the Board of Directors of the Company issued on 14 March 2008 relating to the increase of the amount of the authorized share capital by an amount of six hundred forty-three million eight hundred sixty thousand Euro (EUR 643,860,000) represented by one hundred forty-seven million (147,000,000) shares, without nominal value so that the authorized share capital of the Company shall amount to seven billion eighty-two million four hundred sixty thousand Euro (EUR 7,082,460,000) represented by one billion six hundred seventeen million (1,617,000,000) shares, without nominal value. A copy of this report, after having been signed ne varietur by the chairman, the secretary, the scrutineer and the undersigned notary shall remain annexed to the present deed to be filed with the registration authorities. The General Meeting resolves to increase the authorised share capital by an amount of six hundred forty-three million eight hundred sixty thousand Euro (EUR 643,860,000) represented by one hundred forty-seven million (147,000,000) shares, without nominal value so that the authorised share capital of the Company shall amount to seven billion eighty-two million four hundred sixty thousand Euro (EUR 7,082,460,000) represented by one billion six hundred seventeen million (1,617,000,000) shares, without nominal value. The General Meeting further resolves to increase the scope of authorisation granted to the Board of Directors on 5 November 2007 by authorising the Board of Directors of the Company to also issue, within the limit of the authorised share capital, additional shares for the purpose of mergers, acquisitions or similar transactions. Thereupon, the General Meeting resolves to amend article 5.2 and article 5.5 of the articles of association of the Company so as read as follows: "5.2. The Company's authorised capital, including the issued capital, shall amount to seven billion eighty-two million four hundred sixty thousand Euro (EUR 7,082,460,000), represented by one billion six hundred seventeen million (1,617,000,000) shares, without nominal value. [ ] 5.5. The board of directors is authorised during a period ending on November 5, 2012, without prejudice to any renewals, to increase the issued capital on one or more Page 7 of 13

8 occasions within the limits of the authorised capital for the purpose of mergers, acquisitions or similar transactions and delivery of shares upon exercise or conversion, as applicable, of the Company s stock options or other equity-based awards granted under any Company s employee incentive or benefit plan or issues of shares under employee share offerings. The board of directors is authorised to determine the conditions of any capital increase including the form of its subscription (contribution in cash or in kind). Any such capital increase may also be made by the incorporation of reserves, issue premiums or retained earnings, with or without the issue of new shares. The board of directors is authorised, within the limit of the authorised capital, to issue shares for the purpose of mergers, acquisitions or similar transactions. The board of directors is equally authorised, within the limit of the authorised capital, to issue stock options and any other equity-based awards granted under any Company s employee incentive or benefit plan or employee share offerings giving a right to acquire or subscribe for one or more shares of the Company. In any case, the board of directors is authorised to limit or cancel the preferential subscription right of existing shareholders. Decisions of the board of directors relating to the issue pursuant to the authorisation conferred by this article 5.5 of shares, for the purpose of mergers, acquisitions or similar transactions, or stock options or other equity-based awards granted under any Company s employee incentive or benefit plan or employee share offerings, shall, by way of derogation from article 9 of the present articles of association, be taken by a majority of two-thirds of the members present or represented. Whenever the board of directors has effected a complete or partial increase in capital as authorised by the foregoing provisions, article 5 of the present articles of association shall be amended so as to reflect that increase. The board of directors is expressly authorised to delegate to any natural or legal person to organise the market in subscription rights, accept subscriptions, conversions or exchanges, receive payment for the price of shares, bonds, subscription rights or other securities and instruments, to have registered increases of capital carried out as well as the corresponding amendments to article 5 of the present articles of association and to have recorded in the said article 5 of the present articles of association the amount by which the authorisation to increase the capital has actually been used and, where appropriate, the amounts by which it is reserved for securities and instruments which may carry an entitlement to shares." * * * * * Page 8 of 13

9 The General Meeting will validly deliberate on the resolutions related to items 1 to 11 of the agenda regardless of the number of shareholders present and of the number of shares represented. Resolutions related to items 1 to 11 will be adopted by a simple majority of the votes validly cast by shareholders present or represented. The General Meeting will validly deliberate on the resolution related to item 12 of the agenda, only if at least 50% of the issued share capital is present or represented. The resolution related to item 12 will validly be adopted only if approved by at least 2/3 of the votes cast at the General Meeting. Each share is entitled to one vote. A copy of the documentation related to the Annual General Meeting and Extraordinary General Meeting (together referred to the General Meetings ), including the convening notice and the participation form is available at the registered office of the Company as well as on the Company s website ( In accordance with applicable law, certain additional documents are available at the registered office of the Company. The Board of Directors would like to point out that for holders of ArcelorMittal shares whose ownership is directly or indirectly recorded in ArcelorMittal s local Dutch shareholder registry or directly in the Luxembourg shareholder registry without being held on either local shareholder registry (the European Registry Shares ) and for holders of ArcelorMittal shares whose ownership is directly or indirectly recorded in ArcelorMittal s New York shareholder registry (the New York Registry Shares ), the conditions for attendance or representation at the General Meetings are as follows : 1. Conditions for personal attendance (i) Holders whose ownership is indirectly recorded Holders of European Registry Shares whose ownership is indirectly recorded in ArcelorMittal s local Dutch shareholder registry or in the local Luxembourg shareholder registry and who elect to attend the General Meetings in person must request their financial intermediary (bank, financial institution or other intermediary) with whom their ArcelorMittal shares are on deposit, to send a blocking certificate (the blocking certificate ) for their ArcelorMittal shares to the relevant central registration bank on 5 May 2008 at the latest. Such blocking certificate must indicate clearly the precise identity of the owner of the ArcelorMittal shares, the number of ArcelorMittal shares being blocked, the date such shares are being blocked, which must be no later than 6 May 2008, and a statement that the relevant ArcelorMittal shares are registered in the local bank or broker s records in the holder s name and shall be blocked until the close of the General Meetings. The holders of European Registry Shares must bring a copy of the blocking certificate to the General Meetings. Holders of New York Registry Shares, whose ownership is indirectly recorded in ArcelorMittal s New York shareholder registry and who elect to attend the General Meetings in person must have their financial intermediary (bank, financial institution or other intermediary) or its agents with Page 9 of 13

10 whom their ArcelorMittal shares are on deposit, issue to them a proxy confirming that they are authorized to attend and vote at the General Meetings. In addition to obtaining a proxy, their financial intermediary must complete and return a New York Registry Share blocking request to The Bank of New York. This blocking request must be received by The Bank of New York on 5 May 2008 at the latest. The holders of New York Registry Shares must bring the proxy received from their financial intermediary to the General Meetings, which will serve as an attendance card for the General Meetings. The New York Registry Shares blocking request will result in these holders ArcelorMittal shares being placed into a designated blocked account at The Depository Trust Company for a period to commence on 6 May 2008 until after the completion of the General Meetings. (ii) Holders whose ownership is directly recorded The holders of European Registry Shares and New York Registry Shares whose ownership is directly recorded in one of ArcelorMittal shareholder registries are invited to announce their intention to participate at the General Meetings by completing, signing, dating and returning on 5 May 2008 at the latest the participation form that can be obtained from ArcelorMittal (c/o ArcelorMittal < Service Titres >, 19, Avenue de la Liberté, L-2930 Luxembourg, facsimile ) or downloaded from ArcelorMittal s website ( 2. Conditions for proxy voting or grant a mandate (i) Holders whose ownership in indirectly recorded Holders of European Registry Shares, whose ownership in indirectly recorded in ArcelorMittal s local Dutch shareholder registry or in the local Luxembourg shareholder registry and who are unable to attend the General Meetings in person, may give a voting instruction to the Secretary of ArcelorMittal, Mr. Henk Scheffer, or to a third party that the holder designates. Prior to giving voting instructions to the Secretary of ArcelorMittal, holders of European Registry Shares must (a) have obtained and delivered to the relevant central registration bank the blocking certificate described above (see - Conditions for personal attendance ), and (b) complete, sign and date the participation form that can be obtained from the relevant central registration bank or downloaded from ArcelorMittal s website ( The completed, signed and dated participation form must be returned together with the blocking certificate to the relevant central registration bank on 5 May 2008 at the latest. A holder of European Registry Shares who wishes to be represented by a proxy other than the Secretary of ArcelorMittal must (a) have obtained and delivered to the relevant central registration bank the blocking certificate described above (see - Conditions for personal attendance ), and (b) complete, sign and date the participation form that can be obtained from the relevant central registration bank or downloaded from ArcelorMittal s website ( indicating the name of the proxy. The completed, signed and dated participation form must be returned together with the blocking certificate to the relevant central registration bank on 5 May 2008 at the latest, in order to have that name recorded on the registration list of the General Meetings. Page 10 of 13

11 Holders of European Registry Shares, who have obtained the blocking certificate and have executed a participation form, but who wish to revoke such proxy may do so at any time by timely delivering a properly executed, later-dated participation form to the relevant registration bank on 5 May 2008 at the latest or by properly attending and voting in person at the General Meetings. The holders of New York Registry Shares, whose ownership is indirectly recorded in ArcelorMittal s New York shareholder registry and who are unable to attend the General Meetings in person must follow the voting procedures and instructions received from their financial intermediary or its agents. In addition, they must instruct their financial intermediary to completed and return a New York Registry share blocking request to The Bank of New York. This blocking request must be received by The Bank of New York on 5 May 2008 at the latest. The share blocking request will result in these holders ArcelorMittal shares being placed into a designated blocked account at the Depository Trust Company for a period to commence on 6 May 2008 until after the completion of the General Meetings. The holders of New York Registry Shares must contact their financial intermediary regarding the procedures to change or revoke their voting instruction. In either case, simply attending the General Meetings without voting will not revoke the proxy. (ii) Holders whose ownership is directly recorded The holders of European Registry Shares whose ownership is directly recorded in ArcelorMittal s Dutch local shareholder registry or, in the Luxembourg local shareholder registry without being held on either local registry, must complete, sign and date the participation form that can be obtained from ArcelorMittal (c/o ArcelorMittal < Service Titres >, 19, Avenue de la Liberté, L-2930 Luxembourg, facsimile ) or downloaded from ArcelorMittal s website ( The completed, signed and dated participation form must be returned to ArcelorMittal c/o ArcelorMittal < Service Titres >, 19, Avenue de la Liberté, L-2930 Luxembourg or facsimile ) on 5 May 2008 at the latest. The holders of New York Registry Shares whose ownership is directly recorded in ArcelorMittal s New York shareholder registry must complete, sign and date the U.S. proxy card. The completed, signed and dated U.S. proxy card must be returned to The Bank of New York (marked for the attention of the Proxy Department), 101 Barclay Street A Level, New York, United States of America on 5 May 2008 at the latest. 3. Request for information and central registration banks Shareholders looking for more information can do so by contacting directly ArcelorMittal services: - at the registered office Service Titres Tel.: Fax : at the registered office Investor Relations Page 11 of 13

12 Tel.: or Fax : contacting one of the central registration banks: - for European Registry Shares that are included in the Euroclear Nederland system and that are admitted to trading on Euronext Amsterdam by NYSE Euronext: ABN AMRO Bank N.V. Wholesale Desk Services Operations NL/Securities Operations Kemelstede 2, Postbus DE Breda, Netherlands abnamro.depotbewijzen@nl.abnamro.com Tel: or Fax: for European Registry Shares that are included in the Euroclear Belgium system and that are admitted to trading on Euronext Brussels by NYSE Euronext: Fortis Bank SA/NV Special Handling and Support, Ind. Trans. 1MS2I Montagne du Parc 3, B 1000 Bruxelles, Belgium Tel.: Fax: for European Registry Shares that are included in the Euroclear France system and that are admitted to trading on Euronext Paris by NYSE Euronext: Société Générale Services des Assemblées 32, rue du Champ de Tir, BP F Nantes cedex 3, France Tel.: or Fax: for European Registry Shares that are included in the Clearstream Banking or Euroclear Bank system and that are admitted to trading on the Luxembourg Stock Exchange s regulated market: Fortis Banque Luxembourg S.A. Listing and Agency Services 50, Avenue J.F. Kennedy, L Luxembourg, Grand Duchy of Luxembourg Tel: or Fax: for European Registry Shares that are included in the Iberclear system and that are admitted to trading on the Spanish exchanges: Page 12 of 13

13 Banco Bilbao Vizcaya Argentaria, S.A. Institutional Custody C/Via de los Poblados, s/n Madrid, Spain Tel.: or Fax: for New York Registry Shares that are admitted to trading on the New York Stock Exchange: The Bank of New York Proxy Department 101 Barclay Street, A Level, New York, NY The United States of America. Luxembourg, 14 April 2008 For the Board of Directors (The Chairman) Page 13 of 13