ArcelorMittal : Board report (arcelormittal report of the board of directors authorised capital)

ArcelorMittal

Société anonyme

24-26, boulevard d'Avranches L-1160 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg B 82.454 (the "Company")

Report of the Board of Directors of the Company (the "Report")

to the Company's extraordinary general meeting of shareholders to be held on 5 May 2026 (the "EGM") in accordance with article 420-26, paragraph (5) of the law of 10

August 1915 on commercial companies, as amended (the "Law")

This Report is drawn up in accordance with article 420-26, paragraph (5) of the Law in connection with the proposal described below submitted to the EGM.

The purpose of this Report is to explain the scope, justification and limits of the powers which the Board of Directors of the Company (the "Board") is requested to be granted in relation to the Company's authorised share capital.

1. Proposal to be submitted to the EGM

   1. to renew the authorisation granted to the Board to increase the issued share capital of the Company within the limits of the authorised share capital set out in Article 5.2 of the articles of association of the Company (the "Articles") for up to 10% of the shares in issue at the time of the EGM with this limitation not applying to issuances of shares under share based incentive plans approved from time to time by the general meeting of shareholders. Such authorisation is granted for any of the permitted uses described in paragraph 4 below, for a period of five years from the date of publication of the minutes of the EGM in the Luxembourg electronic legal gazette (Recueil Electronique des Sociétés et Associations);

   2. to authorise the Board to allocate existing shares or issue new shares free of charge, subject to performance conditions, to eligible employees and corporate officers (including directors) of the Company and of companies in which the Company directly or indirectly holds at least 10% of the capital or voting rights, in accordance with the Law; and

   3. to grant the power to the Board to limit or suppress shareholders' preferential subscription rights in the event of any increase in the issued share capital within the limitation of the authorised share capital if the Board considers it appropriate or necessary in the context of the relevant transaction for up to 10% of the shares in issue at the time of the EGM with this limitation not applying to issuances of shares under share based incentive plans approved from time to time by the general meeting of shareholders.

2. Background

   The authorisation granted by the extraordinary general meeting of shareholders held on 13 June 2020 expired upon the lapse of its statutory five-year duration. The Board considers it appropriate and in the interest of the Company to renew this authorisation in order to ensure continuity and flexibility in the Company's capital management and financing strategy, while maintaining appropriate safeguards for shareholders.

3. Limitation or suppression of preferential subscription rights

   The proposed authorisation includes the power for the Board to limit or suppress shareholders' preferential subscription rights within the limits provided for in the Articles and the Law, subject to an overall cap of 10% of the issued share capital with this limitation not applying to issuances of shares under share based incentive plans approved from time to time by the general meeting of shareholders.

4. Permitted uses of the authorised share capital

   The authorised share capital may be used, inter alia, to finance acquisitions, access capital markets, and satisfy obligations under share incentive plans, in accordance with the Law and the Articles.

5. Duration

The authorisation is requested for a period ending on the fifth anniversary of the publication of the minutes of the EGM in the Luxembourg electronic legal gazette (Recueil Electronique des Sociétés et Associations).

Consequently, the Board considers that the proposed renewal strikes an appropriate balance between operational flexibility and shareholder protection and recommends that the shareholders approve the proposal.

Lakshmi N. Mittal, Executive Chairman of the Board of Directors, On behalf of the Board of Directors, on 4 February 2026