General meetings of shareholders
Any duly constituted general meeting of shareholders is deemed to represent all the shareholders in ArcelorMittal and has the broadest powers to order, implement or ratify all acts relating to ArcelorMittal’s operations.
Directive 2007/36/EC of the European Parliament and of the Council of July 11, 2007 on the exercise of certain rights of shareholders in listed companies of July 14, 2007 (the “Shareholders’ Rights Directive”) has been transposed into Luxembourg law by a law dated 27 May 2011.
Each shareholder of ArcelorMittal has the right to attend a general meeting of shareholders, either in person or by proxy, to address a general meeting of shareholders and to exercise voting rights, subject to ArcelorMittal articles of association. There is no minimum shareholding required to be able to attend or vote at a general meeting of shareholders.
An annual general meeting of shareholders will be held at ArcelorMittal’s registered office or at any other place in the city of Luxembourg mentioned in the notice of the meeting on the second Tuesday of the month of May each year at eleven o’clock (11:00 a.m.) local time. If that day is a legal or banking holiday, the meeting will be held on the preceding banking day.
General meetings of shareholders may be held as often as the ArcelorMittal board of directors deems necessary. In addition, the board of directors is obliged to convene a general meeting of shareholders if shareholders representing, in the aggregate, 10% of the issued share capital so require in writing with an indication of the agenda. In such case, the general meeting of shareholders must be held within one month of the request. If the requested general meeting of shareholders is not held within one month, shareholders representing, in the aggregate, 10% of the issued share capital, may petition the competent president of the district court in Luxembourg to have a court appointee convene the meeting.
General meetings of shareholders must be convened at least 30 days in advance, by the publication of a convening notice by press release, in the Mémorial, Recueil des Sociétés et Associations, and in a Luxembourg newspaper. These convening notices must contain the agenda of the general meeting and set out the conditions for attendance and representation at the general meeting. In addition, all materials relating to a general meeting of shareholders will be available on this website from the date of publication of the convening notice.
Each share of ArcelorMittal entitles the holder to one vote at a general meeting of shareholders.
Unless otherwise required by ArcelorMittal articles of association or the laws of Luxembourg, resolutions of the general meeting of shareholders will be validly adopted by a simple majority of the votes validly cast by the shareholders present or represented. Except in limited circumstances provided for in ArcelorMittal articles of association or under the laws of Luxembourg, there is no quorum requirement and resolutions are validly adopted by a simple majority, irrespective of the number of shares present or represented. In addition, directors are appointed, suspended or removed by the general meeting of shareholders by a simple majority of the votes cast.
There are no restrictions on the rights of Luxembourg or non-Luxembourg residents to vote ArcelorMittal shares. There is no minimum shareholding (beyond owning a single share or representing the owner of a single share) required to be able to attend or vote at a general meeting of shareholders of ArcelorMittal.
The various manners in which a shareholder can vote and be represented at a general meeting of shareholders are described in the articles of association of ArcelorMittal.
The convening notice must contain at least the following information:
- the day, time, location and agenda of the meeting;
- a clear and precise description of the procedures shareholders need to follow in order to participate and vote at the meeting;
- a description of the rights of shareholders holding at least 5% of the share capital to require items to be put on the agenda of the meeting and table resolutions for such items and for items already included in the agenda or a reference to those rights with an indication that a description thereof is available on the website of the Company, and an indication of the deadlines by which these rights are to be exercised;
- an e-mail and a postal address to which shareholders may send questions or requests to obtain free of charge hard copies of all necessary documents in relation to the meeting, as well as the Company’s website address on which all the documents and information relating to the general meeting are available;
- an indication of the record date, which determines the right of a shareholder to participate in the general meeting. As a matter of Luxembourg law the “record date” is the 14th day at midnight prior to the date of the general meeting. The convening notice must include a statement that only the persons who are shareholders in ArcelorMittal on the record date have the right to participate and vote in the general meeting.
Luxembourg law requires shareholders to advise the Company of their intention to participate in the meeting no later than on the record date.
During the period between the date of publication of the convening notice and the date of the general meeting, the following documents must at all times be available on this website:
- the convening notice including draft resolutions or, where no resolution is proposed, a comment from the board of directors;
- the total number of issued shares and voting rights at the date of publication of the convening notice; and
- all documents to be submitted to the general meeting.
Shareholders representing in the aggregate 5% of the issued capital may request that additional items be added to the agenda of a general meeting and may table draft resolutions to be submitted to the general meeting. The request must be made in writing and sent either to the electronic address or to the address set out in the convening notice. The request must be received by ArcelorMittal at the latest on the 22nd day prior to the date of the general meeting, and must be accompanied by a background explanation or a draft resolution as well as a return postal or electronic address to which the Company must send an acknowledgment of receipt within 48 hours.
Shareholders are allowed to ask questions prior to the general meeting which will be answered by management during the general meeting’s questions and answers session prior to the vote on the agenda items.
Ordinary General Meetings of Shareholders
At an ordinary general meeting of shareholders there is no quorum requirement and resolutions are adopted by a simple majority, irrespective of the number of shares represented. Ordinary general meetings deliberate on any matter that does not require the convening of an extraordinary general meeting.
Extraordinary General Meetings of Shareholders
An extraordinary general meeting must be convened to deliberate on the following types of matters:
- an increase or decrease of the authorized or issued share capital,
- a limitation or exclusion of the existing shareholders’ preemptive rights,
- the acquisition by any person of 25% or more of the issued share capital of ArcelorMittal,
- approving a merger or similar transaction such as a spin-off, and
- any transaction or matter requiring an amendment of ArcelorMittal’s articles of association.
The extraordinary general meeting must reach a quorum of 50% of the share capital in order to validly deliberate. If this quorum is not reached, the general meeting may be reconvened and the second general meeting will not be subject to any quorum requirement. In order to be adopted by the extraordinary general meeting (on the first or the second call), any resolution submitted must be approved by at least two-thirds of the votes cast, except for certain limited matters where the articles of association require a higher majority. Votes cast do not include votes attaching to shares with respect to which the shareholder has not taken part in the vote, has abstained or has returned a blank or invalid vote.
Election and Removal of Directors
Directors are elected by simple majority of the represented shareholders at an ordinary general meeting of shareholders. Directors are elected for a period ending on a date determined at the time of their appointment. The directors of ArcelorMittal are elected for three-year terms. Any director may be removed with or without cause by a simple majority vote at any general meeting of shareholders.
ArcelorMittal’s articles of association provide that, from 1st August 2009, the “significant shareholder” is entitled to nominate a number of candidates for election by the shareholders to the board of directors in proportion to its shareholding. The significant shareholder has not exercised this right to date.
Amendment of the Articles of Association
Any resolutions to amend the articles of association other than those described below must be adopted in accordance with the rules applicable to extraordinary general meeting of shareholders and before a Luxembourg notary, followed by the publications required by Luxembourg law.
In order to be adopted, amendments of the articles of association of ArcelorMittal relating to the size and the requisite minimum number of independent and non-executive directors of the board of directors, the composition of the audit committee, and the nomination rights to the board of directors of the significant shareholder require a majority of votes representing two-thirds of the voting rights attached to the shares in ArcelorMittal. The same majority rule would apply to amendments of the provisions of the articles of association setting out the foregoing rule.
Each year before submission to the annual ordinary general meeting of shareholders, the board of directors approves the parent company accounts for ArcelorMittal, the parent company of the ArcelorMittal group, consisting of an inventory of its assets and liabilities together with a statement of financial position and a profit and loss account, as well as the annual consolidated accounts of the ArcelorMittal group. The board of directors also approves the management reports on each of the stand-alone audited annual accounts and the consolidated annual accounts, and in respect of each of these sets of accounts a report must be issued by the independent auditors.
The annual accounts, the annual consolidated accounts, the management reports and the auditor’s reports will be available on request and on www.arcelormittal.com from the date of publication of the convening notice for the annual general meeting of shareholders.
The parent company accounts and the consolidated accounts, after approval by the annual ordinary general meeting of shareholders, are filed with the Luxembourg register of trade and companies.
Except for shares held in treasury by ArcelorMittal, each ArcelorMittal share is entitled to participate equally in dividends when and if declared out of funds legally available for such purposes. The articles of association provide that the annual general meeting of shareholders may declare a dividend and that the board of directors may declare interim dividends within the limits set by Luxembourg law. Declared and unpaid dividends held by ArcelorMittal for the account of its shareholders do not bear interest. Under Luxembourg law, claims for dividends lapse in favor of ArcelorMittal five years after the date on which the dividends have been declared.