On 11 June 2006 Arcelor’s Board of Directors met at their headquarters under the chairmanship of Mr Joseph Kinsch. Following a detailed review and analysis of: the revised terms of Mittal Steel’s unsolicited offer of 19 May 2006 for all of the shares and convertible bonds of Arcelor; the Mittal Steel standalone business plan recently delivered to Arcelor; the letter sent to Arcelor by a minority of shareholders representing or claiming to represent some 30% of Arcelor capital; and the consequences of various timing scenarios for the proposed self tender offer. Having consulted Morgan Stanley on the financial aspects of Mittal Steel’s revised offer, the Board has unanimously concluded that: Mittal Steel’s current offer is inadequate as it continues to undervalue Arcelor; and that the Severstal transaction is a more attractive alternative from a strategic, financial and social point of view. The Board has resolved that it unanimously: rejects Mittal Steel’s current revised offer; recommends to Arcelor’s shareholders and convertible bond holders not to tender into Mittal Steel’s revised offer; recommends to Arcelor’s shareholders to support the Severstal transaction at the general meeting scheduled for 30 June 2006; sets the price per share of the self tender offer at EUR 44; decides not to commence such self tender offer until after the day of the publication of Mittal Steel’s offer results; and mandates that Arcelor’s Group Management Board meets with Mittal Steel in order to review the improvements that Mittal Steel offered to make to its current offer.
