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Corporate Governance

The Company places a strong emphasis on corporate governance. Its board of directors will be composed of seven members, four of whom will be independent. The Board of Directors will have four committees, including the Audit and Risk Management Committee, the Remuneration, Nomination and Corporate Governance Committee, the Sustainability, Performance and Strategy Committee and the Transition Committee.

The Company is committed to adopting best practice corporate governance standards. The Company will continuously monitor U.S., European Union and Luxembourg legal requirements and best practices in order to make adjustments to its corporate governance controls and procedures where necessary. The Company complies with the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange.

Annual General Meetings
Extraordinary Meeting 25 January 2011

The ArcelorMittal shareholders are invited to attend the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders on Tuesday 25 January 2011 at 2.00 p.m. at ArcelorMittal’s registered office at  19, avenue de la Liberté, L-2930 Luxembourg, Grand-Duchy of Luxembourg. All general meeting documents may be viewed at: www.arcelormittal.com under “Investors & Shareholders” -   “Extraordinary General Meeting 25 January 2011” or click here 

 Articles of association

Link to the articles of association

Board of Directors

The Company places a strong emphasis on corporate governance. Its board of directors will be composed of seven members, four of whom will be independent 

The 5 members of the Board of Directors as of the date of 15 December 2010 are set forth below.  It is intended that two additional members of the Board of Directors will be appointed before the completion of the spin-off. 
Name
Age(1)
Position within the Company

Mr. Lakshmi N. Mittal

60

Chairman, Non-independent member of the Board of Directors

Mr. Aditya Mittal

35

Non-independent member of the Board of Directors

Mr. Gonzalo Urquijo

48

Non-independent member of the Board of Directors

Mrs. Kathryn A. Matthews

50

Independent member of the Board of Directors

Mr. David B. Burritt

55

Independent member of the Board of Directors

 (1)     Age on June 30, 2010. 

Prospectus

Link to the European listing prospectus  (11Mo)

        Summary of the prospectus: English, French 

Code of Business Conduct

Aperam (the “Company”) must have a reputation for honesty and integrity in its management practices and in all its business transactions. It is vital, for the Company, including each subsidiary, and for each one of us, that we preserve this reputation and maintain the relationship of trust that must exist with all the individuals and companies with whom we have dealings.

In varying degrees, we are all the custodians of Aperam's reputation. Accordingly, the Company expects each one of us to behave in an upright manner.

To learn more about the code of business conduct  which applies to all directors, officers and employees of Aperam and its subsidiaries worldwide.

Insider Dealing Regulations

In compliance with international and national regulations on insider dealing, the Board of directors of Aperam, in order to ensure appropriate treatment of Inside Information1 and thus avoid insider dealing and Market Manipulation, has adopted the following Insider Dealing Regulations that apply throughout the Aperam group.

To learn more about  Insider Dealing Regulations

Management Committee

The members of the Company’s senior management are set forth below. Each member of senior management was appointed in December 2010.
As indicated below, each member of the Company’s senior management is a member of the Management Committee, which is entrusted with the day-to-day management of the Company. The members of the Management Committee are appointed and dismissed by the Board of Directors. The Management Committee may exercise only the authority granted to it by the Board of Directors.

Name
Age(1)
Position within the Company
Mr. Bernard Fontana

48

Chief Executive Officer; Member of the Management Committee

Mr. Julien Burdeau

39

Member of the Management Committee; Responsible for Alloys & Specialties; Responsible for Raw Materials Efficiency

Mr. Timoteo Di Maulo

51

Member of the Management Committee; Responsible for Services & Solutions; Responsible for Service and Industry Integration Efficiency

Mr .Clenio Guimarães

53

Member of the Management Committee; Responsible for Stainless & Electrical Steel South America; Responsible for Operational Excellence

Mr. Julien Onillon

40

Chief Financial Officer; Member of the Management Committee; Responsible for Strategy and Mergers and Acquisitions

Mr. Jean-Paul Rouffiac

58

Member of the Management Committee; Responsible for Stainless & Electrical Steel Europe; Responsible for Commercial Excellence

Ms. Johanna Van Sevenant

42

Member of the Management Committee; Responsible for Sustainability, Human Resources and Communications

 (1)     Age on June 30, 2010

Link to the CV of the Management Committee

Remuneration 

To learn more about the Remuneration

Share Capital

As of December 15, the authorized share capital of the Company consisted of 85,854,303
ordinary shares without nominal value. As of the date of 15 December 2010, 4,000 fully paid up ordinary shares
were issued and outstanding and all such shares are held by ArcelorMittal.
 
The following table sets forth information with respect to the expected beneficial ownership of the
Company’s ordinary shares, following successful completion of the spin-off, by each person who the
Company expects to be the beneficial owner of more than 5% of the ordinary shares and all members of the
Board of Directors and senior management, collectively. The following information is based on the
shareholding structure of ArcelorMittal as at November 30, 2010:
 
Name and Address Ordinary Shares
                                                                                Number             %
Mittal Shareholder(1)............................................    31,866,913        40.83%
Other public shareholders(2).................................    46,178,817        59.17%
Total  .................................................................... 78,045,730        100%
Members of the Board of Directors
and senior management(3) ..............................         5,916                0.01%
 
Notes:
(1) The term “Mittal Shareholder” means the trust (HSBC Trust (C.I.) Limited, as trustee) of which Mr Lakshmi N.
Mittal, Mrs Usha Mittal and their children are the beneficiaries, holding ordinary shares of the Company through the
following two companies: Ispat International Investment, SL and Lumen Investments Sàrl.
(2) Other public shareholders includes the Grand Duchy of Luxembourg which, based on its shareholding in
ArcelorMittal at November 30, 2010, is expected to hold 1,948,267 ordinary shares in the Company following
completion of the spin-off, representing 2.5% of the Company's share capital.
(3) Excludes ownership of ordinary shares by the Mittal Shareholder.