société anonyme
registered office: 19 avenue de la Liberté, L-2930 Luxembourg
R.C.S. Luxembourg B 82.454

CONVENING NOTICE

The shareholders of ARCELOR, société anonyme, are invited to attend the

Extraordinary Shareholders’ Meeting

to be held on Friday 30 June 2006 at 11:00 am

at LUXEXPO S.A., 10, Circuit de la Foire Internationale, L-1347 Luxembourg - Kirchberg

in order to consider the following agenda:

AGENDA

1.	Review of Mittal Steel’s public exchange offer on all of ARCELOR’s shares and convertible bonds
2.	Consultation as to the contribution by Mr. Alexey A. Mordashov of all of his economic interests in the SeverStal steel business (including SeverStal North America) as well as SeverStal Resources (iron ore and coal) and of his stake in Lucchini and of EUR 1.25 billion in cash (the “SeverStal Transaction”) to ARCELOR pursuant to the conditions described in a information document addressed to the shareholders.

PROPOSED RESOLUTIONS

First Resolution presented by ARCELOR’s Board of Directors

The two following alternatives will be submitted to the vote of the shareholders:

o     I vote to maintain the option offered by the SeverStal Transaction for the ARCELOR shareholders

o     I vote against the option offered by the SeverStal Transaction for the ARCELOR shareholders

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The next point on the agenda and the related draft resolution has been inserted at the request of persons declaring themselves shareholders and representing more than one-fifth of ARCELOR’s share capital and based on such statement. Thus, it does not result from the Board of Directors’ initiative.

“Procedure for approving the SeverStal Transaction and the issuance of new ARCELOR shares in favour of Mr. Mordashov”

Second resolution:

“The Shareholders’ Meeting, having reviewed the press release issued by ARCELOR on May 26, 2006 and the presentation entitled “The Global Steel Champion” dated May 26, 2006 and, acknowledging the importance of the transaction for ARCELOR, requests that ARCELOR’s Board of Directors submit the proposed transaction, in particular the completion of in-kind contributions to be made by Mr. Mordashov and the subsequent capital increase to the benefit of Mr. Mordashov, to the procedure generally applicable to in-kind contributions subject to the approval of an extraordinary shareholders’ meeting, pursuant to Article 32.1 of the Luxembourg Law dated 10 August 1915 on commercial companies.”

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Subject to the following, the Shareholders’ Meeting will validly deliberate no matter what portion of capital is represented. There will not be a vote on the first item on the agenda.

The by-laws grant power to the Board of Directors to issue shares in connection with the authorized capital. The Board of Directors has nevertheless decided to grant shareholders an opportunity to express their opinion on the option offered by the SeverStal Transaction and, possibly, to oppose it.

In the event where shareholders either present or represented at the Shareholders’ Meeting, representing more than 50% of ARCELOR’s issued share capital, demand the termination of agreements relative to the SeverStal Transaction because they do not wish to maintain the SeverStal Transaction as an alternative to Mittal Steel’s public exchange offer, the Board of Directors will proceed with the termination of the agreements related to the SeverStal Transaction. In such case a break fee of EUR 140 million must be paid by ARCELOR.

In view of the importance of this strategic transaction for ARCELOR’s future, the threshold of 50% is designed to encourage shareholder participation and to ensure that any decision taken truly represents the will of the majority of shareholders.

The agreements related to the SeverStal Transaction provide that the Shareholders’ Meeting called to deliberate on the second agenda item may not be delayed or adjourned. Therefore, in the event of an adjournment of the Shareholders’ Meeting at the request of shareholders representing 20% of the share capital, even a negative vote at a reconvened Shareholders’ Meeting will not allow proceeding with the termination of the agreements related to the SeverStal Transaction.

If the SeverStal option is maintained, the shareholders remain free to tender their shares (or not) to Mittal Steel’s offer. The SeverStal Transaction will become null and void if, at the end of its offer, Mittal Steel holds more than 50% of ARCELOR’s share capital, taking into account shares issued or to be issued in connection with the SeverStal Transaction.

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The Board of Directors would like to point out that for shareholders who are not personally registered in the share register of ARCELOR, the conditions for attendance or representation at the Shareholders’ Meeting are as follows:

With respect to the formalities to attend the Shareholders’ Meeting, shareholders are invited to utilize the form attached hereto (the “Form”) allowing them to notify their intention to attend the Shareholders’ Meeting or to be represented at the Shareholders’ Meeting (and to give voting instructions to the Chairman if they so wish).

1. Conditions for personal attendance

In order to attend the Shareholders’ Meeting, the shareholders who are not personally registered in ARCELOR’s share register and holding their shares through a bank, a professional securities depositary or a financial institution must request and obtain from their intermediary with whom their ARCELOR shares are on deposit, a blocking certificate for their ARCELOR shares dated 26 June 2006 at the latest.

Such blocking certificate must indicate clearly and precisely the complete name of the owner of ARCELOR shares, the number of shares being blocked, the blocking date which must be no later than 26 June 2006 and the statement that such ARCELOR shares are blocked until the close of the Shareholders’ Meeting convened on 30 June 2006.

Shareholders who are not personally registered in ARCELOR's share register should also make sure to remit the Form to their intermediary who handles the management of their shares. In this respect, the Form may be obtained from one of the local centralising banks mandated by ARCELOR to such effect, and which are listed below or on the website www.arcelor.com, under “Corporate Governance” - “General Meeting”.

Shareholders who are not personally registered in ARCELOR's share register are invited to fax a copy of their blocking certificate and of the Form to one of the local centralising banks and respectively instruct their intermediary who handle the management of their shares to do so. The shareholders are requested to bring a copy of the blocking certificate and present it to the reception desk on the day of the Shareholders’ Meeting.

The intermediaries who handle the management of their shares shall ensure that the originals of the blocking certificates and of the Forms reach one of the aforementioned local centralising banks, mandated by ARCELOR to such effect, by 26 June 2006 at the latest.

2. Conditions for proxy voting or grant a mandate

Shareholders who are not personally registered in ARCELOR's share register may also vote by proxy with or without voting instructions.

To such effect, they must instruct the intermediary who handle the management of their shares by using the Form.

Such intermediaries shall ensure that the signed and dated instructions and forms, accompanied by the blocking certificate, reach one of the aforementioned local centralising banks, mandated by ARCELOR to such effect, by 26 June 2006 at the latest.

3. Request for Information and local centralizing banks

Shareholders looking for more information can do so by:

- contacting ARCELOR directly:
Registered office – Shareholder Department
Tel: +352 4792 2187
Fax +352 4792 2548

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Registered office – Investor Relations Department
Tel: +352 4792 2414 or + 00 800 4792 4792
Fax: +352 4792 2449
Liège – Legal Affairs Department
Tel: +32 4 2366830 Fax: +32 4 2366847
Madrid – Investor Relations Department
Tel: +34 91 596 94 75 or +34 90 215 21 53
Fax: +34 91 596 94 60 or +34 98 512 60 88
Paris – Investor Relations Department
Tel: +33 171 92 00 90
Fax: +33 171 92 00 98

- or by contacting one of the local centralising banks:
For the Grand Duchy of Luxembourg, Fortis Banque Luxembourg, Luxembourg
Listing and Agency Administration
50, Avenue J.F. Kennedy, L-2951 Luxembourg
Tel: +352 4242 4599 or + 352 4242 4525
Fax: +352 4242 2887
For France, BNP Paribas Securities Services, Paris
Global Corporate Trust
Immeuble Tolbiac 75450 Paris Cedex 09
Tel: + 33 1 40 14 34 24
Fax : + 33 1 40 14 58 90
For Belgium, Fortis Banque, Brussels
Special Handling and Support, Ind. Trans. 1MS2I
Montagne du Parc, 3, B-1000 Bruxelles
Tel : + 32 2 565 1660 or 32 2 565 5530
Fax : + 32 2 565 5340
For Spain, to Banco Bilbao Vizcaya Argentaria, Madrid
Vía de los Poblqdos s/n, planta 4^a, E-28033 Madrid
Tel: +34 913747007
Fax: +34 913743471

 

Luxembourg, 13 June 2006

For the Board of Directors

Chairman

Joseph KINSCH

 

(The present document is a free translation of the original French text.

In case of discrepancies between the English and the French text, the original French text shall prevail)

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