Revised Proposed Resolution
Agenda item 2 of the Extraordinary General Meeting of Shareholders (the "Extraordinary General Meeting") of ArcelorMittal (the "Company")
convened for 5 May 2026The proposal under this Agenda item is intended to renew the authorisation granted by the extraordinary general meeting of shareholders held on 13 June 2020 (the "2020 EGM"), which has expired. That authorisation was granted for a maximum period of five years and ceased to be effective on the fifth anniversary of the publication of the minutes of the 2020 EGM in the Luxembourg legal gazette (Recueil électronique des sociétés et associations).
This renewal proposal is based on the need for the Company to retain adequate flexibility going forward.
The proposal is (i) to renew, from the date of the Extraordinary General Meeting until five years after the publication of the minutes of the Extraordinary General Meeting, the authority of the board of directors of the Company (the "Board of Directors") to issue additional ordinary shares in the Company within the limit of the authorised share capital, and (ii) to authorise the Board of Directors to limit or suppress the preferential subscription right of existing shareholders in this regard. The purpose of the limitation or suppression of preferential subscription rights is to allow the Board of Directors to choose the most beneficial process to issue additional ordinary shares, taking into account market conditions and appropriate processes, as well as the rights of existing shareholders. The historical flexibility granted to the Board of Directors to issue ordinary shares and limit or cancel the preferential subscription right of existing shareholders was limited to 10% of the issued share capital and it is proposed to specify this limitation in the articles of association of the Company (the "Articles"). It is proposed this limitation will not apply to issuances of shares under share based incentive plans approved from time to time by the general meeting of shareholders
Shareholders are reminded that the Extraordinary General Meeting is further requested to authorise the Board of Directors to allocate existing shares or issue new shares free of charge, to
(a) employees and corporate officers (including directors) of the Company and (b) employees and corporate officers (including directors) of companies of which at least 10% of the capital or voting rights is directly or indirectly held by the Company in accordance with article 420-26 of the Luxembourg law of 10 August 1915 on commercial companies, as amended.
The report of the Board of Directors relating to the renewal of the authorization granted to the Board of Directors to increase the share capital and the authorisation to limit or suppress the preferential subscription right of existing shareholders is available on https://www.arcelormittal.com under "Investors - Equity investors - Shareholders events - AGM - General Meetings of shareholders, 5 May 2026". The consolidated version of the Articles (in English and French) is available on https://www.arcelormittal.com under "Investors - Equity investors - Shareholders events -AGM - General Meetings of shareholders, 5 May 2026".
Draft resolution (EGM Resolution II)
The Extraordinary General Meeting resolves:
to renew the authorization granted by the 2020 EGM and authorise the Board of Directors, during a period of five years from the date of this Extraordinary General Meeting to the fifth anniversary of the date of publication in the Luxembourg electronic legal gazette (Recueil Electronique des Sociétés et Associations) of the minutes of this Extraordinary General Meeting, to issue additional ordinary shares in the Company within the limit of the authorised share capital set out in article 5.2 of the Articles for up to 10% of the shares in issue at the time of this Extraordinary General Meeting 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;
to authorise the Board of Directors to, subject to performance criteria, allocate existing shares or issue new shares free of charge, to (i) employees and corporate officers (including directors) of the Company and (ii) employees and corporate officers (including directors) of companies of which at least 10% of the capital or voting rights is directly or indirectly held by the Company in accordance with article 5.5 of the Articles;
to authorise the Board of Directors to limit or cancel the preferential subscription rights of existing shareholders in the event of any increase in the issued share capital for up to 10% of the shares in issue at the time of this Extraordinary General Meeting 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; and
to amend the first, fourth and fifth paragraphs of article 5.5 of the Articles accordingly as set out in the amended version of the Articles available on https://www.arcelormittal.com under "Investors - Equity investors - Shareholders events - AGM -General Meetings of shareholders, 5 May 2026".
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ArcelorMittal SA published this content on April 16, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 16, 2026 at 16:07 UTC.

















