ANNUAL REPORT ARCELOR 2003 - paperJam

Such authorisation is intended to allow:a. stabilisation of the market price of the Company’sshares through on-market sales and purchases by wayof systematic intervention to counteract the prevailingmarket tendency;b. allotment of shares to holders of bonds which areconvertible or exchangeable into shares (O.C.E.A.N.E.)already issued and to holders of securities givingthe right to receive shares, in case they exercise theirright to receive shares;c. allotment or transfer of shares to employees ormembers of the management of the Group under aprofit sharing plan, employee shareholder schemes,or share option plans in favour of employees or nonemployeesor Company savings plans;d. delivery of shares in exchange or payment in thecontext of external growth transactions and in connectionwith the exercise of the exchange right granted toholders of Usinor shares;e. optimisation of the management of the Company’sfinances and balance sheet, including by the cancellationof its own shares, subject in the latter case to asubsequent authorisation by the General Meeting ofshareholders;f. the keeping, exchange, assignment, contribution ortransfer of shares acquired in accordance with applicablelaws and regulations.Purchase, assignment, exchange, contribution andtransfer transactions can be carried out by any onmarketor over-the-counter transactions, includingthrough the use of financial derivative instruments.The portion of capital acquired or transferred as ablock of shares can comprise the entire programme.Shares may also be acquired during a public tenderor a public share exchange offer made by a third partyon the shares of the Company.The authorisation is valid for a period ending on theearlier of the date which is 18 (eighteen) months after thedate of this General meeting or the date of its renewalby a General Meeting. As from this Meeting it replacesthe authorisation given by the Ordinary General Meetingof April 25, 2003.The maximum number of shares that may be acquired isthe maximum allowed by the Law so that the accountingpar value of Arcelor shares held by the Company (and,if applicable, by other companies of the Group referredto in article 49bis of the Law) may not, at any time,exceed 10% of the Company’s subscribed capital.The consideration for the purchase of the shares mustnot be less than five (5) Euro nor more than twenty-five(25) Euro per share. In case of an increase of capitalby incorporation of reserves or share premium and theallocation of bonus shares as well as in case of a sharesplit or share consolidation, the pre-mentioned minimumand maximum consideration will be adjusted by multiplyingeach figure by the ratio between the number ofshares representing the capital before the transactionand such number after the transaction.The entire amount used in relation with the share repurchaseprogramme must in no event exceed Arcelor’sdistributable shareholders’ equity.The consideration in case of a transfer of the sharesmust not be less than five (5) Euro.All powers are delegated to the Board of Directors, withfull power of substitution, for the purpose of implementingthis authorisation.7. Appointment of an independent auditor toreview the annual and the consolidatedaccounts for the 2005 financial yearProposed resolution (seventh resolution)The General Meeting resolves to appoint KPMG Audit,société civile, as independent auditor to review theaccounts of Arcelor, société anonyme, and the consolidatedaccounts of the Arcelor group for the financialyear 2005.ANNUAL REPORT ARCELOR 2003 203