ArcelorMittal : Remuneration policy (mt 31122025 20 f remuneration policy 37)

Remuneration

Policy

ArcelorMlttol

Management report

Remuneration policy

The ARCG Committee has set policies applied to senior management on base salary, short-term incentives and longterm incentives. According to the Shareholders Right Directive II, which was transposed into Luxembourg law in August 1, 2019, the remuneration policies must be approved at the Annual General Meeting of shareholders at least every 4 years and whenever there is a material change. The Company submits the remuneration report for the prior year for shareholder approval at each AGM.

Scope

ArcelorMittal's remuneration philosophy and framework apply to the following groups of senior management:

• the Executive Chairman and the CEO; and

• the CFO and other Executive Officers.

  The remuneration philosophy and governing principles also apply, with certain limitations, to a wider group of employees including Executive Vice Presidents, Vice Presidents, General Managers and Managers.

  Remuneration philosophy

  ArcelorMittal's remuneration philosophy for its senior management is based on the following principles:

• provide total remuneration competitive with executive remuneration levels of peers of similar size, scope and industry:

  • Korn Ferry (KF) and WillisTowersWatson (WTW) provide benchmarking services to ArcelorMittal for

    all Management Committee members, an average between KF and WTW data is performed;

  • For the Steel division: Large industry - industrial segment including metals, chemicals, mining, transport, energy & utilities, upper revenues range;

  • For the Mining division: Large companies with a significant mining divisions or companies similar to ArcelorMittal Mining division;

  • Data are linked to each local market.

• encourage and reward performance that will lead to long-term enhancement of shareholder value; and

• promote internal pay equity by providing base pay and total remuneration levels that reflect the role, job size and responsibility as well as the performance and effectiveness of the individual.

  Remuneration framework

  The ARCG Committee develops proposals for senior management remuneration annually for the Board of Directors' consideration. Such proposals include the following components:

• fixed annual salary;

• short-term incentives (i.e., performance-based bonus); and

• long-term incentives (i.e., RSUs and/or PSUs).

The Company does not have any deferred compensation plans for senior management, including the Executive Chairman and CEO.

The following table provides an overview of the remuneration policy applied by the ARCG:

Remuneration component

and link to strategy

Operational and performance framework

Opportunity

Fixed annual salary

Competitive base salary to attract and retain high-quality and experienced

Short term incentives (STI)

Motivate the senior executives to achieve stretch performance on strategic priorities

• Scorecard is set at the commencement of each financial year

• Measures and relative weights are chosen by the ARCG Committee to drive overall performance for the coming year

• STI calculations for each executive reflect the performance of ArcelorMittal and /or the performance of the relevant business units, the achievement of specific objectives of the department and the individual executive's overall performance

• No STI is paid for a business performance below threshold 80% for each criteria; 100% STI payout for business performance achieved at 100% for each criteria; 150% STI payout for business performance achieved at 120% ; 200% STI payout for business performance achieve

Range for Executive Chairman and CEO: 0 to 360% with a target at 120% of base salary

Range for CFO and Executive Officers: 0 to

240% with a target at 80% (generally) of base salary in general (will depend on the region)

Benefits

Competitive level to ensure

coverage of the executives Pension

Competitive level of post-employment benefit to

• Base salary levels are reviewed annually with effect from April 1

  (except promotion) compared to the market to ensure that ArcelorMittal remains competitive with market median base pay levels

• Reviews are based on market information obtained but not led by benchmarking to comparable roles, changes in responsibility and general economic conditions

• May include costs of health insurance, death and disability insurances,

  company car, tax return preparation, etc.

• Relocation benefits may be provided where a change of location is made at Company's request

• Local benchmark of pension contributions for comparable roles

  The ARCG does not set a maximum salary, instead when determining any salary increases it takes into account a number of reference points including salary increases across the Company

  The cost to the Company of providing benefits can change from year to year. The level of benefit provided is intended to remain competitive

  Executive Office and CFO1LTIP

  LTIP

  Sustain shareholder wealth creation in excess of performance of a peer group and incentivize executives to achieve strategy

• The vesting is subject to a relative TSR (Total Shareholder Return) and to a relative EPS compared to a peer group and to ESG targets over a three year- period

  *The peer group is determined by the ARCG Committee

• No vesting will occur below the weighted average of the peer group or the target for ESG

• Performance is determined by the ARCG Committee Executive Officers LTIP

*The vesting is subject to two or three measures depending on the business units or group, ROCE, TSR vs. weighted average of the peer group and ESG

*Vesting will occur if the performance is reached

Maximum value at grant:

180% of base salary for Executive Chairman and CEO and 110% of base salary for the CFO

Guideline: 110%-180% of base salary for other Executive Officers depending on region

1. Starting 2025.

Remuneration mix

The total remuneration target of the Executive Chairman, CEO and CFO is structured to attract and retain executives; the amount of the remuneration received is dependent on the achievement of superior business and individual performance and on generating sustained shareholder value from relative performance.

The following remuneration charts, which illustrate the various elements of the Executive Chairman, CEO, CFO and the other Executive Officers' compensation, show the amounts for 2025 as a percentage of base salary. For each of the charts below, the columns on the left, middle and on the right, respectively, reflect the breakdown of compensation if targets are not met, met and at maximum.

Management report

Note: no pension contribution

Note: Other benefits, as shown above, do not include international mobility incentives that may be provided.

2025 Total remuneration

The total remuneration paid in 2025 to members of ArcelorMittal's senior management listed in "Management and employees-Directors and senior management" (including Mr. Lakshmi N. Mittal in his capacity as Executive Chairman and Mr. Aditya Mittal as CEO) was $12 million in base salary and other benefits paid in cash (such as health, other insurances, lunch allowances, financial services, gasoline and car allowance) and $17 million in short-term performance-related variable remuneration consisting of a short-term incentive linked to the Company's 2024 results and retention bonus.

During 2025, approximately $1.6 million was paid or accrued

by ArcelorMittal to provide pension benefits to senior management (other than Mr. Lakshmi N. Mittal).

No loans or advances to ArcelorMittal's senior management were made during 2025, and no such loans or advances were outstanding as of December 31, 2025.

The following table shows the remuneration received by the Executive Chairman, CEO, CFO and the other Executive Officers as determined by the ARCG Committee in relation to the five most recent financial years including all remuneration components:

Chief Financial Officer and Executive

(Amounts in $ thousands except for Long-term

Executive Chairman5CEO

Officers 6,7

Base salary1		1,731	1,580	1,536	1,529	1,700	1,924	1,791	1,678	1,670	1,783	7,486	7,211	6,395	5,790	5,056
Pension benefits		-	-	-	-	-	192	179	168	167	178	1,454	1,235	1,041	1,066	1,348
Other benefits2		98	90	80	72	66	55	43	44	39	38	784	865	674	599	237
Short-term incentives3		2,652	-	-	3,053	2,908	2,897	-	-	3,335	2,226	11,294	12,975	8,773	9,370	7,158
Long-term	- fair value in $ thousands4	3,114	2,518	1,391	1,520	1,419	3,338	2,888	1,519	1,661	1,550	9,721	9,001	6,544	3,838	4,396
incentives	- number of share units	77,184	112,635	67,857	67,662	52,166	82,743	129,221	74,116	73,902	56,977	233,150	372,500	287,900	155,400	146,600

incentives) 2025 2024 2023 2022 2021 2025 2024 2023 2022 2021 2025 2024 2023 2022 2021

Management report

1. After the salary decrease applied in 2020, the base salaries of the CEO and President and Chief Financial Officer were set back to the original amounts in 2021. In 2025, a salary increase of 5.9% including the promotions was applied.

2. Other benefits comprise benefits paid in cash such as lunch allowances, financial services, gasoline and car allowances. Health insurance and other insurances are also included.

3. Short-term incentives are either performance-based or retention bonus and are fully paid in cash. The short-term incentive for a given year relates to the Company's results in the previous year.

4. Fair value determined at the grant date is recorded as an expense using the straight line method over the vesting period and adjusted for the effect of non-market based vesting conditions.

5. Amounts presented reflect the compensation as CEO until February 11, 2021 and as Executive Chairman thereafter.

6. Brian Aranha was included until March 31, 2021. Simon Wandke was included until September 30, 2021. Jefferson de Paula was included until March 31, 2025. New executive officers were included as of their respective nomination date.

7. For the Chief Financial Officer and Executive Officers, the number of share units granted in 2025 includes 194,550 PSUs and 38,600 RSUs.

   Short-term incentives

   Targets associated with ArcelorMittal's 2025 Annual Performance Bonus Plan were aligned with the Companies' strategic objectives of improving health and safety performance and overall business performance and competitiveness.

   For the Executive Chairman and the CEO, the 2025 annual performance bonus formula is based on the achievement of the following performance targets:

   • EBITDA targets at Group level: 40% (acts as circuit breaker for financial measures EBITDA and FCF);

   • FCF targets at Group level: 25%;

   • Gap to competition targets at Group level: 20%; and

   • Health and safety performance targets at Group level: 15%. The target for Health & Safety is to reduce the recordable injury rate. To emphasize this priority, the fatality frequency rate acts as a circuit breaker for the Health & Safety component. The circuit breaker is set at a fatality frequency rate of nil.

     For the Executive Chairman and CEO, 100% achievement of the agreed performance targets results in an annual performance bonus which equals 120% of base salary.

     For the CFO and other Executive Officers, the 2025 annual performance bonus formula was tailored for their respective positions and is generally based on the following performance targets:

   • EBITDA targets at Group, segment or Business unit level (acts as circuit breaker for financial measures EBITDA and FCF);

   • FCF targets at Group, segment or Business unit level;

   • Gap to competition targets at Group level, segment or Business unit level;

   • Health and safety performance targets at Group, Segment or Business unit level (fatalities act as circuit breaker for this component). The target for Health & Safety is to reduce the recordable injury rate. The circuit breaker is set at a facility frequency rate of 0.006 for 2025 and nil for 2026.

For the CFO and other Executive Officers, 100% achievement of the agreed performance targets results in an annual performance bonus which equals 80% of base salary in general (depends on the region).

For the calculation of the annual performance bonus, the achievement level of every performance target is calculated separately, and these are added up.

Individual performance and assessment ratings define the individual annual performance bonus multiplier that will be applied to the annual performance bonus calculated based on actual performance against the performance measures. Those individuals who consistently perform at expected levels will have an individual multiplier of 1. For outstanding performers, an individual multiplier of up to 1.5 may cause the annual performance bonus pay-out to be higher than 200% of the target annual performance bonus, up to 360% of the target annual performance bonus being the absolute maximum for the Executive Chairman and the CEO. Similarly, a reduction factor will be applied for those at the lower end.

In exceptional circumstances, the ARCG Committee can exercise discretion in the final determination of the annual performance bonus.

The achievement level of performance for the annual performance bonus for the Executive Chairman, the CEO, the

CFO and the other Executive Officers is summarized as follows:

Functional level

Target achievement threshold @ 80%

Target achievement @ 100%

Target achievement @

Target achievement ≥ ceiling @ 140%

Executive Chairman and CEO 60% of base pay 120% of base pay 180% of base pay 240% of base pay

CFO and Executive Officers (in

40% of base pay 80% of base pay 120% of base pay 160% of base pay

general, depending on the region)

LTIP

The Executive Office benefits from a LTIP which grants PSUs to the Executive office members (and the CFO starting 2025). The PSUs vest based on performance targets linked to EPS and TSR. Performance criteria also include ESG indicators (see below).

ArcelorMittal also operates a long-term incentive plan ("the ArcelorMittal Equity Incentive Plan") to incentivize shareholder wealth creation in excess of performance of a peer group and incentivize executives to achieve strategy. The ArcelorMittal Equity Incentive Plan is intended to align the interests of the Company's shareholders and eligible employees by allowing them to participate in the success of the Company. The ArcelorMittal Equity Incentive Plan provides for the grant of RSUs and PSUs to eligible employees of the Company (including the CFO prior to 2025 and the Executive Officers) and is designed to incentivize employees, improve the Company's long-term performance and retain key employees.

The maximum number of PSUs and RSUs available for grant during any given year is subject to the prior approval of the Company's shareholders at the annual general meeting. The 2022, 2023, 2024 and 2025 Caps for the number of PSUs/RSUs that may be allocated to the Executive Office plan and other retention and performance based grants were approved at the annual general meetings on May 4, 2022, May 2, 2023, April 30, 2024 and May 6,2025, respectively, at a

maximum of 3,500,000 shares, 3,500,000 shares, 5,500,000 shares and 6,000,000 shares, respectively.

RSUs granted under the ArcelorMittal Equity Incentive Plan are

designed to provide a retention incentive to beneficiaries. RSUs are subject to "cliff vesting" after 3 years with 100% of the grant vesting on the third anniversary of the grant contingent upon the continued active employment of the beneficiary within the Company.

PSU awards in connection with the ArcelorMittal Equity Incentive Plan are subject to the fulfillment of performance criteria such as ROCE, TSR and gap to competition (until 2022).

Since 2021, the performance criteria for the PSUs for the Executive Office plan and the ArcelorMittal Equity Incentive Plan include an ESG criteria comprised of a health & safety, a climate action and, until 2024, a diversity & inclusion ("D&I") target. For health & safety, the target was to halve the fatality frequency rate versus a defined baseline (the baseline is the adjusted average frequency rate over 5 years before the grant) and is aligned to the level of circuit breaker applied in STI since 2024. For D&I, the target up to this point was to reduce the gap between the Company's 2030 target of having 25% women in management and 2020 baseline. Good progress has been made in strengthening the number of women in leadership, and given the critical importance of rapidly improving safety results across the Company, ArcelorMittal increased the safety component. For climate, the CO2 emission target has been set to be reached by the end of the vesting period.

On December 5, 2025, the Company issued the 2025 grant whose conditions were as follows:

	Executive Office and	CFO			Executive Officers other than CFO
2025 Grant	PSUs with a three-year performance period Value at grant 180% of base salary for the Executive Chairman and the CEO and 110% for the CFO Vesting conditions:				PSUs with a three-year performance period Vesting conditions:
		Target	Stretch	Ceiling		Threshold	Target	Stretch	Ceiling
	TSR vs. peer group (50%) / EPS vs. peer group (20%)	100% vs. weighted average	120% vs. weighted average	≥140% vs. weighted average	TSR vs. peer group (40%)	80% rolling average	100% rolling average	120% rolling average	≥140% rolling average

Management report

	Vesting percentage	100%	150%	200%	Vesting percentage 50% 100% ROCE (40%) 6% 9% Vesting percentage 50% 100% ESG (20%): H&S 80% 100% of 15%, Climate action weighted target 5% average Vesting percentage 50% 100% RSUs with a three-year vesting period	150% 12% 150% 120% of target 150%	200% 14% 200% 140% of target 200%
	ESG (30%): H&S 20%,	100% of	120% of	≥140% of
	Climate action 10%	target	target	target
	Vesting percentage	100%	150%	200%

See note 8.3 to the consolidated financial statements for a summary of outstanding plans as of December 31, 2025 including the 2025 grant and for further details.

Other benefits

In addition to the remuneration described above, other benefits may be provided to senior management and, in certain cases, other employees. These other benefits can include insurance, housing (in cases of international transfers), car allowances and tax assistance.

SOX 304 and clawback policy

Under Section 304 of the Sarbanes-Oxley Act, the SEC may seek to recover remuneration from the CEO and CFO of the Company in the event that it is required to restate accounting information due to any material misstatement thereof or as a result of misconduct in respect of a financial reporting requirement under the U.S. securities laws (the "SOX Clawback").

Under the SOX Clawback, the CEO and the CFO may have to reimburse ArcelorMittal for any short-term incentive or other incentive-based or equity-based remuneration received during the 12-month period following the first public issuance or filing with the SEC (whichever occurs first) of the relevant filing, and any profits realized from the sale of ArcelorMittal securities during that 12-month period.

In October 2022, the SEC adopted final rules implementing the Dodd-Frank requirement for issuers to recover incentive-based compensation erroneously paid to current and former executive officers due to an accounting restatement. These clawback rules required listing exchanges, such as the NYSE, to adopt clawback standards as from the fourth quarter of 2023, with issuers required to implement and disclose "no fault" clawback policies that meet strict recovery standards for restatements, within 60 days thereafter.

The Board of Directors, through its ARCG Committee, adopted its own clawback policy in 2012, which was updated in 2023 (the "Clawback Policy"), to reflect the Company's structural changes and comply with the new rules.

The Clawback Policy applies to all Executive Officers and covers cash short-term incentives and any other incentive-based or equity-based remuneration, as well as profits from the sale of the Company's securities ("Covered Compensation") received during the three completed fiscal years of the Company immediately preceding a Restatement Date (as defined in the policy) and any transition period (that results from a change in the Company's fiscal year) of less than nine months within or immediately following those three completed fiscal years. Compensation is deemed to be received in the Company's fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained (capitalized terms as defined in the policy).

Under the Clawback Policy, ArcelorMittal will recover reasonably promptly erroneously paid Covered Compensation in the event it is required to prepare an accounting restatement due to the material non-compliance of ArcelorMittal with any financial reporting requirement under the U.S. securities laws, including any required accounting restatement to correct an error in a previously issued financial statement that is material to the previously issued financial statement, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.