Société Anonyme - ArcelorMittalcorporate.arcelormittal.com/~/media/Files/A/ArcelorMittal/investors... · 1 ArcelorMittal Société Anonyme 24-26, boulevard d’Avranches, L-1160

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ArcelorMittal

Société Anonyme

24-26, boulevard d’Avranches, L-1160 Luxembourg Grand-Duchy of Luxembourg

R.C.S. Luxembourg B 82.454

(the “Company”)

______________________________________________________

MINUTES OF THE ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

(The "General Meetings")

HELD ON WEDNESDAY 10 MAY 2017 from 11:30 AM (CET)

at the Company’s offices at 24-26, boulevard d’Avranches, L-1160 Luxembourg, Grand-Duchy of Luxembourg

______________________________________________________

The Chairman and CEO, Mr. Lakshmi N. Mittal, welcomed the shareholders to the General Meetings of ArcelorMittal. Mr. Lakshmi N. Mittal announced that the following persons had taken place on the podium: Mr. Michel Wurth member of the Board of Directors (the “Board”); Mrs. Anne van Ysendyck, General Counsel & Company Secretary; Mr. Bruno Lafont, Lead Independent Director; Mr. Genuino Christino, Head of Finance; Mr. Henri Blaffart, Executive Vice President Human Resources and Corporate Services and Mr. Jean-Joseph Wagner, notary public. Mr. Aditya Mittal, CFO and CEO of ArcelorMittal Europe was absent due to a minor injury. The Chairman pointed out the presence of the following members of the Board in the first row of the audience: Mrs. Vanisha Mittal, Mrs. Suzanne Nimocks, Mrs. Karyn Ovelmen, Mr. Tye Burt, Mr. Jeannot Krecké and Mr. Karel de Gucht. Also present were Mr. Larry Koch, Mr. Jean-Pierre Agazzi and Mr. Vafa Moayed from Deloitte, ArcelorMittal’s independent auditor, who had examined the 2016 financial statements submitted to the General Meeting for approval. Mr. Lakshmi N. Mittal, in his capacity as Chairman of the General Meeting, suggested appointing Mr. Tye Burt and Mrs. Suzanne Nimocks as scrutineers and Mrs. Anne van Ysendyck as Secretary of the meeting, to which proposal there was no objection from the shareholders present, so that the scrutineers and secretary were appointed. Mr. Lakshmi N. Mittal drew the attention of the participants to the fact that shareholders must own at least one share of ArcelorMittal in order to attend the General Meetings and that they must have followed the procedures described in the convening notice published on 7 April, 2017. The Chairman requested Mrs. Van Ysendyck to explain technical points about the General Meetings. Mrs. van Ysendyck pointed out that members of the press were authorised to attend the General Meetings but that the General Meetings were private. She informed them that they were not allowed to make any audio or video recordings. She requested the participants to keep their mobile phones switched off for the duration of the meeting. Mrs. van Ysendyck explained that the processing and counting of votes would be carried

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out by the external service provider, IML. The Annual General Meeting would validly deliberate on the resolutions regardless of the number of shareholders present and the number of shares represented, and that the resolutions on the agenda would be adopted by a simple majority of the votes validly cast by the shareholders present or represented. The Extraordinary General Meeting that followed the Annual General Meeting would validly deliberate on the resolutions relating to the Extraordinary General Meeting items if reached a quorum of at least 50% of the issued share capital present or represented. The Extraordinary General Meeting resolutions would validly be adopted only if approved by at least two-thirds of the votes cast. The publications required by law had been deposited with the bureau. The documents and information required by law had been sent or made available to the shareholders in a timely manner. The convening notice for this General Meeting had been published in Luxembourger Tageblatt, a Luxemburg local newspaper, on 7 April 2017 and in the Luxembourg official gazette RESA as well as on the Company’s website, www.arcelormittal.com. Copies of these publications could be consulted at the registration table. Thereafter, the Chairman confirmed that the General Meetings had been convened in accordance with Luxembourg law, were validly constituted and could validly deliberate and resolve on all their respective agenda items. The Chairman read out the agenda of the General Meetings: he indicated that after presenting the 2016 results and commenting on insights in trends for 2017, the non-routine agenda items will be reviewed in more detail. The secretary drew attention to the pack with the ArcelorMittal logo which shareholders had received and that contained special cards on which shareholders could write questions, should they wish to raise any question during the Questions & Answers sessions, and explained that it also contained a French version of the presentation to be made by the Chairman & CEO. She also reminded the meeting of the fact that only the shareholders present in person or proxy holders were entitled to ask questions. Questions from shareholders would be answered following the presentation of the 2016 accounts and the non-routine agenda items of the General Meetings. Presentation of 2016 results Mr. Lakshmi N. Mittal presented the 2016 results of ArcelorMittal and made specific highlights on the Company’s operations and strategy, as attached hereto as Annex A. General Meetings Thereafter, the Chairman turned his attention to review the non-standard items of the General Meetings. He requested Mrs. van Ysendyck to provide an introduction on the EGM agenda items. i. Agenda item 1 related to the 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 and to amend article 5.1 of the articles of association accordingly. This Reverse Stock Split was 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 was 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.

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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. ii. Agenda item 2 related to the 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. 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. iii. Regarding the Extraordinary General Meeting Agenda item 3, a decision to amend articles 4, 5, 7, 8, 9, 11, 13, 14 and 15 of the articles of association was necessary to reflect recent changes in Luxembourg law. iv. The Extraordinary General Meeting Agenda item 4 covered the approval of the compulsory dematerialisation of all the shares in the Company in accordance with the law of 06 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. Proposal to proceed with the dematerialisation 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. Questions & Answers (“Q&A”) session At the request of the Chairman, the secretary introduced the Q&A session with an explanation of the procedure. A summary of the Q&A is attached hereto as Annex B. The Q&A session lasted approximately 15 minutes. Vote The Chairman then closed the Q&A session and stated that, according to the attendance list that had been communicated to him, it showed that 63.19% of the voting rights were present or represented at the meeting. The Chairman announced that he would first submit the proposed resolutions related to items 1 to 8 of the agenda of the Annual General Meeting followed by the resolutions related to items 1 to 4 of the agenda of the Extraordinary General Meeting to the vote. He asked the secretary to inform the shareholders about the procedure to be followed for the voting process. The secretary explained that the shareholders will vote on each of the resolutions by using an electronic voting device that had been handed to the shareholders upon registration. In addition, she detailed the functioning of the electronic voting device to the shareholders. The shareholders vote on the resolutions after the reading out loud of each resolution. AGM RESOLUTIONS 1. Report of the Board of Directors and the Auditors Reports on the annual accounts and the

consolidated financial statements for the 2016 financial year No vote was required on this item.

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2. Approval of the Consolidated Financial Statements for the 2016 financial year

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.

The resolution was approved with 99% of the votes casts ‘for’ and 1% ‘against’.

3. Approval of the Parent Company Annual Accounts for the 2016 financial year

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 established in accordance with IFRS as adopted by the European Union. The resolution was approved with 99% of the votes casts ‘for’ and 1% ‘against’.

4. Allocation of results, determination of dividend, and determination of compensation to be allocated to the members of the Board of Directors in relation to the financial year 2016

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 to use surplus cash for deleveraging until credit metrics consistent with an investment grade rating are achieved. The proposal was approved with 99% of the votes casts ‘for’ and 1% ‘against’. Resolution IV Given the third resolution above, the Annual General Meeting sets the amount of total remuneration for the Board of Directors in relation to the financial year 2016 at $1,898,898 based on the annual fees set out in the Convening Notice. The proposal was approved with 99% of the votes casts ‘for’ and 1% ‘against’.

5. Discharge of the directors

Resolution V The General Meeting decided to grant discharge to the directors for the financial year 2016.

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The proposal was approved with 99% of the votes casts ‘for’ and 1% ‘against’. 6. Election of members of the Board of Directors

The mandate of each of the three following directors had come to an end on the date of the General Meeting: Mr. Lakshmi N. Mittal, Mr. Bruno Lafont and Mr. Michel Wurth. The Board proposed the re-election Mr. Lakshmi N. Mittal, Mr. Bruno Lafont and Mr. Michel Wurth as members of the Board for a three-year term.

Resolution VI The General Meeting re-elected 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 2020. The proposal was approved with 90% of the votes casts ‘for’ and 10% ‘against’.

Resolution VII The General Meeting re-elected 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 2020. The proposal was approved with 99% of the votes casts ‘for’ and 1% ‘against’.

Resolution VIII The General Meeting re-elected 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 2020.

The proposal was approved with 99% of the votes casts ‘for’ and 1% ‘against’.

7. Appointment of an independent company auditor in relation to the Parent Company Financial Statements and the Consolidated Financial Statements for the financial year 2017 Resolution IX The General Meeting decided to appoint Deloitte Audit as independent auditor for the audit of the Parent Company Financial Statements and the Consolidated Financial Statements for the financial year 2017.


8. Authorisation of grants of shares based incentives

Resolution X The General Meeting acknowledged the background information provided earlier in the meeting about the PSU Plan and authorises the Board of Directors to allocate up to 3,000,000 shares under the 2017 plan and to adopt any rules and measures to implement it.

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The proposal was approved with 90% of the votes casts ‘for’ and 10% ‘against’. EGM RESOLUTIONS

1. Decision to implement a share consolidation with ratio 1:3 The Extraordinary General Meeting resolved to Consolidate each three existing shares in the Company without nominal value held by a shareholder into one share without nominal value in replacement of the three existing shares held by such shareholder. The proposal was approved with 99% of the votes casts ‘for’ and 1% ‘against’.

2. Decision to adjust, renew and extend the scope of the authorised share capital of the Company and limit or cancel preferential subscription rights The Extraordinary General Meeting resolved to:

(a) adjust the authorised share capital of the Company 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 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 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 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.


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3. Decision to amend the Company’s articles of association to reflect recent changes in Luxembourg law 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. The proposal was approved with 99% of the votes casts ‘for’ and 1% ‘against’. 4. Approval of the compulsory dematerialisation of all the shares in the Company

The Extraordinary General Meeting resolved to approve the compulsory dematerialisation of all the shares in the Company in accordance with the law of 6th April 2013 on dematerialised securities. The proposal was approved with 99% of the votes casts ‘for’ and 1% ‘against’.

* * * * * CLOSING OF THE MEETING The Chairman thanked the shareholders for their participation to the General Meetings and expressed his wish to see them again at the Company’s next annual general meeting of shareholders. He then closed the General Meeting at 12:12 p.m. (CET).

Signed by:

Lakshmi N. Mittal (Chairman)

Anne van Ysendyck (Secretary)

Tye Burt (Scrutineer)

Suzanne Nimocks (Scrutineer)

10 May 2017

Jet Vapor Deposition (JVD) line in Liège (Belgium)

Annual and Extraordinary General Meetings 2017Lakshmi N. Mittal, Chairman and Chief Executive Officer

Disclaimer

Forward-Looking Statements

This document may contain forward-looking information and statements about ArcelorMittal and its subsidiaries. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements may be identified by the words “believe”, “expect”, “anticipate”, “target” or similar expressions. Although ArcelorMittal’s management believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of ArcelorMittal’s securities are cautioned that forward-looking information and statements are subject to numerous risks and uncertainties, many of which are difficult to predict and generally beyond the control of ArcelorMittal, that could cause actual results and developments to differ materially and adversely from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the filings with the Luxembourg Stock Market Authority for the Financial Markets (Commission de Surveillance du Secteur Financier) and the United States Securities and Exchange Commission (the “SEC”) made or to be made by ArcelorMittal, including ArcelorMittal’s latest Annual Report on Form 20-F on file with the SEC. ArcelorMittal undertakes no obligation to publicly update its forward-looking statements, whether as a result of new information, future events, or otherwise.

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A year of progress

LTIF* stable YoY to 0.82x

Major progress: $0.9 billion contribution to FY’16 EBITDA

EBITDA +20% to $6.3bn despite challenging 1H

Free cash flow positive

Net debt reduced to 1.8x EBITDA

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ArcelorMittal achieved significant progress in 2016

Safety

Action 2020

Profitability

Cash flow

Net debt

* LTIF = Lost time injury frequency defined as Lost Time Injuries per 1,000,000 worked hours; based on own personnel and contractors

0.820.810.850.85

2008

2.5

2007 20152014

1.0

2011

1.4

3.1-74%

2016201320122010

1.8

2009

1.9

3

Health & Safety Lost time injury frequency (LTIF) rate*Mining & steel, employees and contractors

* LTIF = Lost time injury frequency defined as Lost Time Injuries per 1,000,000 worked hours; based on own personnel and contractors

Safety is our priority

Our goal is to be the safest Metals & Mining company

Health & Safety performance

• The Company’s effort to improve the Group’s Health and Safety record will continue

• The Company is focused on further reducing the rate of severe injuries and fatality prevention

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Delivering on Action 2020

Action 2020 impacted 2016 EBITDA by $0.9 billion

3.0

0.9

2016 2020 Target

Action 2020 EBITDA progress (2016-2020 Target) ($billion)

13%

ACIS

Mining

Europe

Brazil

29%

29%

Nafta

11%

18%

2016 Action 2020 impact by segment

• Unique to ArcelorMittal

• Targets a return to >$85/tEBITDA

• Structural EBITDA improvement of ~$3.0 billion

• Annual free cash flow delivery >$2.0 billion by 2020

• Incremental to continuing management gains efforts which seek to offset inflation and industry improvement

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Balance sheet continues to strengthen

Ongoing deleveraging remains the near term priority for surplus cash flow

Interest costs 2012-2017F ($ billion)

• Focussed on enhancing shareholder value; investment grade credit rating remains a key objective deleveraging remains the near term priority

• Interest costs reduced by ~$1bn since 2012

• Net debt* lowest level since merger

• Cash requirements of the business expected to marginally increase to $5bn in FY17 from $4.5bn in FY16

21.815.7

11.1

-49%

-4.6

FY’16FY’15FY’12

Net debt* as Dec 31, 2016 ($bn)

1.9

1.1 0.9

FY’16FY’12

-1.0

FY’17F

Cash needs of business in 2017 ($bn)

0.5

0.2 0.2

FY 2016

4.5

FY 2017F

5.0

Tax & Pension

Interest costs

Additional capex

* Net long-term debt, plus short term debt, less cash and cash equivalents, restricted cash and short-term investments (including those held as part of asset/liabilities held for sale)

2.92.42.7

3.73.5

4.7

20132012

+0.5

2017F2014 20162015

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Capitalising on near term opportunities to develop our business

Capex spend to increase reflecting improving market fundamentals

Capex 2012-2017F evolution ($ billion)

• Additional development capex mainly driven by investment in strategic initiatives:

• Steel: Several investments in NAFTA and Europe focussed on capacity to supply solutions to Automotive customers; cost improvement/process optimisation projects across all segments

• Mining: Additional capex to optimise AMMIC* resource (no impact on production) and to develop the Gangra deposit in Liberia (budgeted but awaiting final approval)

0.1

2017F

2.9

0.1

0.3

Maintenance, reliability & minor BF relines

Growth/cost reduction projects

0.4

2016

2.4

Additional capex spend in 2017F ($ billion)

STEEL

MINING

*AMMIC: ArcelorMittal Mines & Infrastructure Canada

Strategic priorities 2017

Action 2020

Operational delivery

Customer Franchise

Balance Sheet

• Deliver further progress on cost optimization, mix improvement and take share of any demand growth

• Execute development capex projects; ensure stability of operations to support higher volumes

• Continued commitment to R&D and innovation to ensure ArcelorMittal remains the global leader in steel for automotive and other advanced high strength steel applications

• We will use surplus cash to reduce net debt while keeping the cash requirements of the business (excluding working capital) at or below our $5 billion target

The world’s leading global steel company positioned to deliver value to shareholders7

Appendix

Financial results

ArcelorMittal Consolidated Statements of Operations

2016 v. 2015

• Sales decreased primarily due to lower average steel selling prices, lower steel shipments and lower marketable iron ore shipments

• Impairment charges were US$ 205 million in 2016 mainly related to ArcelorMittal South Africa

• Exceptional income was US$ 0.8 billion in 2016 relating to a one-time gain on employee benefits following the signing of the new US labour contract

• EBITDA increased from US$ 5.2 billion in 2015 to US$ 6.3 billion in 2016

• Operating income amounted to US$ 4.2 billion in 2016

• Income tax expense of US$ 986 million in 2016

• Net income group share amounted to US$ 1.8 billion in 2016 compared to net loss of US$ 7.9 billion in 2015

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In millions of U.S. dollars 2016 2015

Sales 56,791 63,578

Depreciation (2,721) (3,192)

Impairment (205) (4,764)

Exceptional income (charges) 832 (1,436)

Operating income 4,161 (4,161)

Operating margin % 7.3% -6.54%

Income (loss) from associates, joint ventures and other investments 615 (502)

Net interest expense (1,114) (1,278)

Foreign exchange and other net financing costs (942) (1,580)

Income (loss) before taxes and non-controlling interests 2,720 (7,521)

Income tax (expense) benefit (986) (902)

Net income (loss) including non-controlling interests 1,734 (8,423)

Non-controlling interests 45 477

Net income (loss) attributable to owners of the parent 1,779 (7,946)

EBITDA (1) 6,255 5,231

EBITDA Margin % 11.0% 8.2%

(1) EBITDA is defined as operating income plus depreciation, impairment expenses and exceptional income (charges)

Figures based on International Financial Reporting Standards (IFRS)

ArcelorMittal Consolidated Statements of Cash Flows

2016 v. 2015

• Net cash provided by operations increased from US$ 2.2 billion in 2015 to US$ 2.7 billion in 2016

• CAPEX was lower at US$ 2.4 billion in 2016 compared to US$ 2.7 billion in 2015

• Cash dividend was lower at US$ 61 million in 2016 (only paid to non-controlling interests) compared to US$ 0.4 billion in 2015

• Cash inflow of US$ 3.1 billion in 2016 from the equity offering and US$ 6.0 billion net repayments of debt

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In millions of U.S. Dollars2016 2015

Operating activities

Net loss attributable to owners of the parent 1,779 (7,946)

Adjustments to reconcile net income (loss) to net cash provided by operations

Non-controlling interest (45) (477)

Depreciation and impairment 2,926 7,956

Exceptional (income) / charges (832) 1,436

(Income) /loss from associates, joint ventures and other investments (615) 502

Deferred income tax 732 571

Change in working capital (1,023) (389)

Other operating activities (214) 498

Net cash (used in) provided by operating activities 2,708 2,151

Investing activities

Purchase of property, plant and equipment and intangibles (2,444) (2,707)

Other investing activities (net) 1,301 537

Net cash provided by (used in) investing activities (1,143) (2,170)

Financing activities

Net (payments) proceeds relating to payable to banks and long-term debt (6,007) 808

Dividends paid (61) (416)

Equity offering 3,115 -

Other financing activities (net) 27 3

Net cash (used in) provided by financing activities (2,926) 395

Net (decrease) increase in cash and cash equivalents (1,361) 376

Cash and cash equivalents transferred to assets held for sale (13) -

Effects of exchange rate changes on cash (127) (267)

Changes in cash and cash equivalents (1,501) 109


ArcelorMittal Parent CompanyStatements of Operations

• Net income of the Parent Company in 2016 was US$ 4.7 billion compared to net loss of US$ 33.4 billion in 2015.

• Net income in 2016 included mainly US$ 14.1 billion of income from subsidiaries partly offset by US$ 8.8 billion of impairment charges of investments.

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2016 v. 2015

In millions of U.S. dollars 2016 2015

Income from industrial franchise agreement fees 722 841

General and administrative expenses (508) (1,071)

Operating income (loss) 214 (230)

Income from subsidiaries and associates 14,108 5,999

Impairment of investments (8,817) (34,398)

Impairment of loans (114) (1,656)

Financing costs - net (338) (3,082)

Loss before taxes 5,053 (33,367)

Income tax (expense) benefit (330) (47)

Net income (loss) 4,723 (33,414)


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Sustainable development - key to our resilience

Leadership in our response to long term trends

• Embedding 10 sustainable development (SD) outcomes into the business gives us long term view of risks and opportunities

• Our Annual Review 2016, 'Sustainable Progress', was the second step in our three year journey towards integrated reporting. It describes how the 10 outcomes contribute to Action 2020 and are a key part of our long term outlook beyond 2020.

• Customers increasingly expect us to support their sustainability ambitions. Our leadership in driving multi-stakeholder sustainability standards for mining and steel production is winning their support

• Trend towards circular economy offers us opportunities, and naturally aligns with steel vs other materials. Our leadership in circular economy was recognised in VDBO’s benchmark study

• Carbon reduction remains a challenge – local carbon targets for the steel industry need to achieve effective global CO2 reductions, without harming economic growth. Our CDP score was “B-”

• Ranked 1st for low carbon technology development in the Climate Disclosure Project’s report on the steel sector ‘Nerves of Steel – Who’s ready to get tough on emissions?’

• We are assessed and included in a number of sustainability leadership indices:

https://b8f65cb373b1b7b15feb-c70d8ead6ced550b4d987d7c03fcdd1d.ssl.cf3.rackcdn.com/cms/reports/documents/000/001/195/original/CDP_Steel_2016_FINAL.pdf?1475709721

Trade case update

US

Europe

• Anti-Dumping (AD) and Anti Subsidy (AS) duties are in place on all three flat product categories: CORE, CRC and HRC from key importing countries measures in place for five years

• AD/AS cases on plate final affirmative determination against China announced. Final decision with respect to other countries announced end March 2017 with most duties higher than preliminary determinations

• Anti-circumvention investigations initiated by the Department of Commerce (DOC) for CRC and CORE imports from China (through Vietnam) with determinations due mid Sept 2017

Comprehensive solution on trade support required14

• Final AD duties on CRC imports from China & Russia

• Final duties on HRC and QP imports from China approved on Feb 10, 2017 by the EU council (duties increased to between 18.1% to 35.9%)

• Ongoing AS investigation on HRC imports from China with definitive measures expected in 2Q’17

• Ongoing AD investigation on HRC imports from five additional countries* (Brazil, Iran, Ukraine, Russia and Serbia) with final measures expected in 3Q’17

• New AD investigation started in December 2016 on imports from China of Corrosion resistant steel (HDG non-auto) with provisional measures expected in 3Q’17

*The deadline for the EU to implement any provisional measures is 9 months after the start of the investigation i.e. 6th April. If they can not reach a conclusion by then they can decide not to implement provisional measures and only go to final measures.So if confirmed, this does not rule out final duties being implemented 6 months from now and we will certainly continue to make our case which we believe is a strong one.

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Liquidity and debt maturity profile

Continued strong liquidity position and average debt maturity of 7.0 years

Liquidity at Dec 31, 2016 ($ billion)

Liquidity lines:

• $5.5bn lines of credit refinanced and extended in Dec 2016; two tranches:

• $2.3bn matures Dec 2019• $3.2bn matures Dec 2021

• Continued strong liquidity • Average debt maturity 7.0 Yrs

Debt maturity: Ratings

• S&P – BB, positive outlook• Moody’s – Ba1, stable outlook • Fitch – BB+, negative outlook

Unused credit lines

Cash

8.1

Liquidity at Dec 31, 2016

2.6

5.5

Debt maturities at Dec 31, 2016 ($ billion)

1.4 1.6 1.81.3

4.8

0.6

1.3 0.1

2018

0.3

2017*

0.1

2020 >2021

0.3

20212019

0.1

* Repayments in 2017 include $0.5 billion from the asset-based revolving credit facility at AM USA. This facility does not mature until 2021.

Other loans

Bonds

Daniel Fairclough – Global Head Investor [email protected]+44 207 543 1105

Hetal Patel – UK/European Investor [email protected]+44 207 543 1128

Valérie Mella – European/Retail Investor [email protected]+44 207 543 1156

Maureen Baker – Fixed Income/Debt Investor [email protected]+33 1 71 92 10 26

Lisa Fortuna – US Investor [email protected]+312 899 3985

We have released a new ArcelorMittal investor relations app available for download on IOS or android devices

New ArcelorMittal IR app and contacts

mailto:[email protected]





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ANNEX B

Questions and Answers session at the May 10, 2017

General Meetings

Below is a summary of the questions and answers raised during the General Meetings.

Question:

Dividend is an important aspect of the total return for investors. A responsible dividend policy leads long term to the best results. Most listed companies do not provide insight to shareholders in the trade-offs that were made between dividend pay-out and reinvestment (also relating to i) investments, ii) share buy backs, iii) repayment of debt and iv) M&A transactions. Emphasis should be on the potential for value creation. I would like to request your comments on these aspects. Answer: This is a very important question and issue for the Board. As you know, given our priority to deleverage we (Management and the Board) decided to suspend the dividend payment in 2015 (announced Nov 2015). The progress made since then to reduce net debt and improve our leverage ratio has been substantial. But there is more to do and we will use surplus cash flow to further reduce our leverage, with the ultimate objective of recovering our investment grade rating. Lower leverage and a higher rating will further reduce our interest costs. This said, the progress that we have made means that we are now able to have more balance and more flexibility in our Capital Allocation. As a result, we are increasing development capex in 2017 so that we can capitalise on the best opportunities in front of us and invest in future value creation. [ We are also able to consider the available opportunities to grow and strengthen our business further – as examples, I can highlight:

1) our combination with Votarantim in Brazil (to develop our long products business), and 2) our offer to acquire Ilva in Italy – which would represent a transformational acquisition

for our business in Europe

So, in conclusion, we will continue to reduce leverage but we now have the degree of freedom to act on the opportunities to invest in future value creation. At such time that we (Management and the Board) recommend returning surplus cash to shareholders we will assess the available options with a view to maximising value.

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Question:

Why ArcelorMittal, as the largest steel company in the world, is industry average in terms of cost performance?

Answer: To address this question, it is imperative to remind you that when we launched Action 2020 in February 2016, we said we were targeting structural Ebitda improvement of $3 billion and annualised free cash flow more than $2 billion, by 2020. So, to deliver nearly 1/3 ($0.9 billion) of our targeted Ebitda improvement in the first year of the plan is very encouraging. Satisfactory progress was made across all the Company’s business segments. Highlights for each segment were: Europe: Cost optimisation focus and clear benefits from our Transformation Programme NAFTA: Indiana Harbor footprint optimisation underway: idling of redundant operations including the #1 aluminize line, 84” hot strip mill (HSM), and #5 continuous galvanizing line (CGL) and No.2 steel shop (expected to be idled in 2017). Further planned investments of ~US$200 million including a new caster at No.3 steel shop (completed in 4Q 2016), restoration of the 80” HSM and Indiana Harbor finishing and logistics. NAFTA: Calvert ramp up advancing (utilisation rate increased from 68% in 2015 to 79% in 2016) with automotive qualifications proceeding (currently have approval on 269 of 368 automotive qualification packages) and auto volumes increased by c. 50% Brazil: Structural cost reductions being implemented ACIS: Improving operational performance in CIS (record quarterly production volumes achieved during the year) and benefits of currency devaluation; South African government providing support via tariffs and renegotiation of iron ore supply agreement Mining: Cash costs reduced by 10% YoY despite 2016 iron ore production decrease of –12.1% to 55.2Mt vs 2015 (due to revised scope in Liberia, Volcan mine and Ukraine tailing issues) Again, we emphasize that Action 2020 is critical to the future direction of ArcelorMittal. Its aim is to create structural, sustainable and strategic savings across the business, and ultimately to create a positive competitive gap between ArcelorMittal and the rest of the global steel industry. Question: Why is ArcelorMittal’s return on capital below its cost of capital? Answer: This a very important question. In this context, what is particularly gratifying is the business performance improvement achieved in 2016. Despite the challenging backdrop at the start of the year, EBITDA was comfortably more than initial expectations with a run-rate in excess of $7 billion achieved in the second half of the year. Importantly, and in line with our targets, the recurring cash needs of the business have been limited to $4.5 billion. Although we invested over $1 billion in working capital and a further $0.4 billion investment to buyback our bonds, we delivered positive free cashflow.

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Furthermore, we delivered on our commitment to prioritise debt reduction, significantly strengthening our balance sheet and ending the year with the lowest level of net debt since the formation of the Company. In 2016, our year end Net Debt balance of $11.1 billion represented a multiple of 1.8x EBITDA. A year ago, that multiple was 3.0x. This one statistic captures the considerable progress ArcelorMittal has made in 2016. We are fully commitment to continue this very important journey to improve our profitability and return on capital.

Question:

Why are the CEO and the CFO receiving remuneration in the form of equity, when they are members of the Mittal family, which beneficially owns 37.4% of the Company’s share capital?

Answer: The proposed 2017 Long Term Incentive grant is generally in line with grants in previous years. Regardless of the CEO and CFO positions, ArcelorMittal follows the industry benchmark for executive compensation. Question: Is the Mittal family participating in the vote of the Resolution X? Answer: The Mittal family’s shares are held in a trust and the trust votes. Question: What is the cost of the proposed Reverse Split? Answer: Costs are not material – approximately USD 200k.

AGM-EGM

Voting Final Results*

* For a full description of the Agenda items please refer to:

http://corporate.arcelormittal.com/investors/equity-investors/shareholders-meetings

AGM - ArcelorMittal - 10/05/2017

Resolution 1 Approval of the Consolidated Financial Statements for the 2016 financial year

Quantity of shares Number of voting rights For 1,919,794,515 1,919,794,515 Against 1,850,033 1,850,033 Abstention* 9,327,055 9,327,055 Quorum to reach: 1 Shareholders total: 2,975

Quorum reached: 1,930,971,603 % of voting rights "For": 99%

% of voting rights "Against": 1%

*Abstain votes are not considered in the calculation as per standard practices

Resolution 2 Approval of the Parent Company Financial Statements for the 2016

financial year



% of voting rights "Against": 1% *Abstain votes are not considered in the calculation as per standard practices

Resolution 3 Allocation of results in relation to the 2016 financial year and determination of the dividend

Quantity of shares Number of voting rights For 1,923,076,380 1,923,076,380 Against 944,796 944,796 Abstention* 6,950,427 6,950,427 Quorum to reach: 1 Shareholders total: 2,975



Resolution 4 Determination of Directors’ compensation in the amount of USD

1,898,898




Resolution 5 Discharge of the Directors for the financial year 2016




Resolution 6 The Annual General Meeting re-elects Lakshmi N. Mittal for a 3 year mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2020



% of voting rights "Against": 10% *Abstain votes are not considered in the calculation as per standard practices Resolution 7 The Annual General Meeting re-elects Bruno Lafont for a 3 year

mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2020



% of voting rights "Against": 1% *Abstain votes are not considered in the calculation as per standard practices Resolution 8 The Annual General Meeting re-elects Michel Wurth for a 3 year

mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2020




Resolution 9 Appointment of Deloitte Audit as independent company auditor for the 2017 financial year



% of voting rights "Against": 1% *Abstain votes are not considered in the calculation as per standard practices Resolution 10 Authorisation to the Board of Directors to issue shares under the

2017 Cap corresponding to up to 3,000,000 shares assuming the approval and implementation of the Reverse Stock Split, or 9,000,000 shares, if such approval is not granted




EGM - ArcelorMittal - 10/05/2017

Resolution 1 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 and to amend article 5.1 of the articles of association accordingly

Quantity of shares Number of voting rights For 1,922,048,363 1,922,048,363 Against 2,036,336 2,036,336 Abstention* 6,886,999 6,886,999

Quorum to reach: 1,532,855,435 Shareholders total: 2,976



*Abstain votes are not considered in the calculation as per standard practices

Resolution 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





Resolution 3 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




% of voting rights "Against": 1% *Abstain votes are not considered in the calculation as per standard practices Resolution 4 Approval of the compulsory dematerialisation of all the shares in the

Company in accordance with the law of 6th 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.





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