Arcelor's capital increase - Vernimmen

and irrevocable public offer as described above prior to that general meeting. Failing this, the voting rights
attached to the Shares exceeding one quarter ( 1 ⁄4) of the voting rights in Arcelor will be suspended.
If, at the date of the annual general meeting, a shareholder has more than a quarter ( 1 ⁄4) of the voting
rights in Arcelor, his voting rights shall be suspended in relation to such percentage of voting rights as gives
the shareholder more than one quarter ( 1 ⁄4) of the voting rights in Arcelor except where the shareholder
concerned undertakes in writing not to vote the Shares exceeding one quarter ( 1 ⁄4) of the voting rights or, if
the shareholder has proceeded definitely and irrevocably to the public offer as described in this section.
3.2.10 Exceptions to the statutory obligations of declaration and of mandatory offer
The provisions of the articles of association providing the obligations of declaration described in
section 3.2.8 ‘‘Threshold disclosure requirement’’ and those providing for a mandatory offer described in
section 3.2.9 ‘‘Compulsory offer in case a threshold of 25% is equalled or exceeded’’ do not apply (without
prejudice however to any legal obligations):
• to Arcelor itself, for the Shares which it may hold directly or indirectly;
• to the Depositaries in such capacity, it being specified that these provisions will apply to the persons
holding their Shares through such a Depositary and to Shares held by such a Depositary for the
account of persons who did not comply with the obligations set out in the articles of association and
described in sections 3.2.8 ‘‘Threshold disclosure requirement’’ and 3.2.9 ‘‘Compulsory offer in case
a threshold of 25% is equalled or exceeded’’. The term ‘‘Depositary’’ is defined in article 6.3 of the
articles of association of Arcelor as being a securities’ settlement system or the operator of such a
system or a professional securities’ depositary or any other depositary;
• to any transfer and to any issue of Shares by Arcelor in the context of a merger or a similar
operation or the acquisition by Arcelor of any other company or business; and
• to the acquisition of Shares resulting from a public offer to acquire all the Shares of Arcelor.
3.2.11 Amendments of the share capital
The share capital of Arcelor may be increased or reduced by a resolution of an extraordinary general
meeting of the shareholders deciding in the manner required for the amendment of the articles of association.
Under Luxembourg law and the articles of association, each shareholder has a preferential
subscription right in case of an issue of new Shares against a contribution in cash. That preferential
subscription right shall be proportional to the capital held by such shareholder.
The general meeting of the shareholders, deciding in the manner required for the amendment of the
articles of association, may limit or suspend such preferential subscription rights or authorise the Board of
Directors to do so in the context of the authorisation given to the Board of Directors by the general
meeting of the shareholders to increase the capital within the limits of the authorised capital.
There is no preferential subscription right in case of capital increase by contribution in kind.
The capital of Arcelor may also be increased by resolution of the Board of Directors adopted by a
majority of two-thirds ( 2 ⁄3) of the directors present or represented and pursuant to an authorisation given
by the general meeting of the shareholders in the manner required for the amendment of the articles of
association. This authorisation is contained in the articles of association of Arcelor and may only be given
for a maximum duration of five (5) years after the publication in the Mémorial C of the deed amending the
articles of association. Such authorisation may be renewed by an extraordinary general meeting.
The general meeting of the shareholders held on 11th December, 2001 established an authorised
capital (including the subscribed capital) of EUR 5,000,000,000 represented by 1,000,000,000 Shares and
gave to the Board of Directors the authorisation to increase the share capital of Arcelor until the
subscribed capital reaches the amount of the authorised capital. Such increase of capital may be made by
contributions in cash or in kind, as well as by incorporation of reserves, of issue premiums or of carried
forward profits, with or without the issue of new Shares, or as a result of the issue and the exercise of
subordinated or non-subordinated bonds which are convertible, repayable or exchangeable into new
Shares or carrying subscription rights for new Shares or through the issue of any other security or
instrument giving the right to acquire new Shares. That meeting has also authorised the Board of Directors
of Arcelor to limit or to suspend the preferential subscription right. The authorisations mentioned above
are valid for a period which will end on 10th December, 2006, unless they are renewed.
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