bold spirit - ArcelorMittal South Africa

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200 ArcelorMittal South Africa Annual Report 2010 Notice of annual general meeting ArcelorMittal South Africa Limited (Incorporated in the Republic of South Africa) (Registration number 1989/002164/06) JSE code: ACL ISIN: ZAE000134961 (“the company”) Notice is hereby given that the twenty-third annual general meeting of the company’s shareholders will be held at the Hilton, 138 Rivonia Road, Sandton, Johannesburg on Wednesday, 25 May 2011 at 11:00, at which the resolutions set out below will be considered and, if deemed fit, passed with or without modification: 1. Ordinary resolution number 1: Adoption of the annual financial statements “Resolved that the annual financial statements for the company and the group for the year ended 31 December 2010, including the Directors’ Report and the Auditors’ Report therein, be and are hereby received and confirmed.” 2. Ordinary resolution number 2: Re-election of directors “Resolved that the following directors, who retire in accordance with the articles of association and, being eligible, offers themselves for re-election, be and are hereby re-elected as a directors of the company: 2.1 Mr CPD Cornier 2.2 Mr LP Mondi 2.3 Mr DCG Murray 2.4 Mr AMHO Poupart-Lafarge An abbreviated curriculum vitae in respect of each director offering themselves for re-election is set out on page 6 of this annual report. 3. Ordinary resolution number 3: Confirmation of board appointment “Resolved that Mr RH Torlage’s appointment as director, which was made on 3 September 2010 by the board of directors, be and is hereby confirmed.” An abbreviated curriculum vitae in respect of Mr RH Torlage is set out on page 7 of this annual report. 4. Ordinary resolution number 4: Reappointment of auditors “Resolved that Deloitte & Touche be reappointed as the independent auditors of the company and Mr RM Duffy, being a member of Deloitte & Touche, as the individual designated auditor who will undertake the audit of the company, for the ensuing year. “ 5. Ordinary resolution number 5: Remuneration policy “Resolved that the Remuneration Policy, of which the key principles and elements are set out on page 122 of the annual report, be deemed to form part of this Notice of Annual General Meeting, be and is hereby approved. “
201 ArcelorMittal South Africa Annual Report 2010 6. Special resolution number 1: Non-executive directors’ fees “Resolved that the following non-executive director’s fees payable for the period 1 May 2011 until the next annual general meeting, be and are hereby approved: Attendance fee Annual retainer per meeting Chairman R880 000 Director R145 200 R12 100 Audit and Risk Committee Chairman R26 400 Audit and Risk Committee Member R13 200 Remuneration Committee Chairman R24 200 Remuneration Committee Member R12 100 Nominations Committee Chairman R24 200 Nominations Committee Member R12 100 Safety, Health and Environment Committee Chairman R24 200 Safety, Health and Environment Committee Member R12 100 Share Trust Chairman R24 200 Share Trust Member R12 100 7. Special resolution number 2: Amendment of articles to allow for electronic payment of dividend “To consider the proposed amendment of the company’s articles of association (“articles”) to allow for the electronic payment of dividends of which this notice forms part and, accordingly if deemed fit, to pass the following resolution as a special resolution: “Resolved that, as a special resolution in accordance with the provisions of section 199 of the Companies Act 61 of 1973, as amended (“the Act”), that the company’s articles of association be amended as follows: (i) by the addition of the following articles as article 39.7 and article 39.8: “39.7 Payment of dividends Dividends, interest or other monies payable to the member shall, unless a member notifies the company in writing that he or she desires to receive payment in another form as provided for in the Companies Act, only be paid by electronic funds transfer into a bank or building society account of the member entitled thereto supplied by him or her to the company or, in the case of joint holders, to the bank or building society account of the first named in the register (or subregister, as the case may be) in respect of such joint holdings, which account shall be supplied to the company by such person, and the electronic transfer of the dividends, interest or other monies into such account shall be a good discharge by the company in respect thereof. For the purpose of this article, no notice of change of bank or building society account or instructions as to payment being made at any other bank or building society account which is received by the company after the date on which a member must be registered in order to qualify for dividend or other payment and which would have the effect of changing the currency in which such payment would be made, shall be effective in respect of such payment. A member who is a South African resident shall only be entitled to supply a rand-denominated bank or building society account of a bank or building society registered to operate such account in South Africa. In the event that a member has failed to supply a valid bank account as envisaged therein, the dividends, interest or other monies shall be deemed unclaimed dividend in terms of article 39.5.” “39.8 Fraudulent electronic transfer “The company shall not be responsible for a member’s loss arising from any fraudulent, diverted or incorrect electronic funds transfer of dividends, interest or other moneys payable to a member unless such loss was due to the company’s gross negligence or wilful default.” The reason for the special resolution number 1 is to amend the company’s articles of association to allow for electronic payment of dividends, interest or other moneys payable to a member and to deal with fraudulent transfers. The effect of special resolution number 1 is that the articles are amended such that in future the company would only pay dividends by means of electronic funds transfer into the bank accounts supplied by members to the transfer secretaries of the company being Computershare Investor Services (Pty) Ltd, and that the company shall not be liable for fraudulent bank transfers.
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bold spirit - ArcelorMittal South Africa

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