Unassociated Document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A3S9k3xr/3EDQWL0bCkE8ERx65lg3aDUK6wbEfr6FXk4joEzr0glyXKmRHsci4pj BcG2H0UyImejcAbVXh86mw== 0000903423-10-000374.txt : 20100623 0000903423-10-000374.hdr.sgml : 20100623 20100623162107 ACCESSION NUMBER: 0000903423-10-000374 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100623 DATE AS OF CHANGE: 20100623 GROUP MEMBERS: GRANDEL LIMITED GROUP MEMBERS: HSBC TRUSTEE (C.I.) LTD, AS TRUSTEE OF THE PLATINUM TRUST GROUP MEMBERS: ISPAT INTERNATIONAL INVESTMENTS, S.L. GROUP MEMBERS: LAKSHMI N. MITTAL GROUP MEMBERS: LUMEN INVESTMENTS S.A R.L. GROUP MEMBERS: USHA MITTAL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ArcelorMittal CENTRAL INDEX KEY: 0001243429 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83371 FILM NUMBER: 10912825 BUSINESS ADDRESS: STREET 1: 19 AVE DE LA LIBERTE STREET 2: L-2930 LUXEMBOURG CITY: R.C.S. LUXEMBOURG STATE: N4 ZIP: 00000 BUSINESS PHONE: 35247922151 MAIL ADDRESS: STREET 1: 19 AVE DE LA LIBERTE STREET 2: L-2930 LUXEMBOURG CITY: R.C.S. LUXEMBOURG STATE: N4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ARCELOR DATE OF NAME CHANGE: 20030618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mittal Investments S.a.r.l. CENTRAL INDEX KEY: 0001312668 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 59 BOULEVARD ROYAL CITY: LUXEMBOURG STATE: N4 ZIP: L-2449 BUSINESS PHONE: 44 20 7543 1168 MAIL ADDRESS: STREET 1: 59 BOULEVARD ROYAL CITY: LUXEMBOURG STATE: N4 ZIP: L-2449 FORMER COMPANY: FORMER CONFORMED NAME: Mittal Steel S.a r.l. DATE OF NAME CHANGE: 20041223 SC 13D/A 1 arcelormittal-13da6_0622.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No.6)

ArcelorMittal

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

03938L104

(CUSIP Number)

Gamal M. Abouali

Cleary Gottlieb Steen & Hamilton LLP

12, rue de Tilsitt

75008 Paris

France

+33.1.40.74.68.00

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 21, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 03938L104

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HSBC Trustee (C.I.) Limited, as trustee of the Platinum Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 637,338,263
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 637,338,263
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,338,263
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.2%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 03938L104

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lakshmi N. Mittal
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 621,600
		8	SHARED VOTING POWER 637,338,263
		9	SOLE DISPOSITIVE POWER 621,600
		10	SHARED DISPOSITIVE POWER 637,338,263
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,959,863
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.2%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 03938L104

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Usha Mittal
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 45,000
		8	SHARED VOTING POWER 637,338,263
		9	SOLE DISPOSITIVE POWER 45,000
		10	SHARED DISPOSITIVE POWER 637,338,263
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,383,263
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.2%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 03938L104

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Grandel Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Gibraltar
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 637,338,263
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 637,338,263
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,338,263
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.2%
14	TYPE OF REPORTING PERSON HC

CUSIP No. 03938L104

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lumen Investments S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 525,000,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 525,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 525,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8%
14	TYPE OF REPORTING PERSON HC

CUSIP No. 03938L104

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ispat International Investments, S.L.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 112,338,263
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 112,338,263
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,338,263
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4%
14	TYPE OF REPORTING PERSON HC

CUSIP No. 03938L104

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mittal Investments S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON HC

This Amendment No. 6 (the “Sixth Amendment”) to Schedule 13D amends and supplements Amendment No. 5 to Schedule 13D, filed April 12, 2010 (the “Fifth Amendment”), Amendment No. 4 to Schedule 13D, filed May 8, 2009, Amendment No. 3 to Schedule 13D, filed April 3, 2009, Amendment No. 2 to Schedule 13D, filed November 20, 2007, Amendment No. 1 to Schedule 13D, filed August 30, 2006, as well as the statement on Schedule 13D originally filed on December 27, 2004 (as amended, the “Statement”), with the Securities and Exchange Commission (the “Commission”), by the Reporting Persons (as defined below), relating to the Ordinary Shares, without nominal value, of ArcelorMittal (“ArcelorMittal Shares”), a company organized under the laws of The Grand Duchy of Luxembourg (“ArcelorMittal” or the “Company”) and the successor entity by merger to Mittal Steel Company N.V., a company organized under the laws of the Netherlands (“Mittal Steel”). The principal executive offices of ArcelorMittal are located at 19, Avenue de la Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg. Unless otherwise indicated, capitalized terms used but not defined in this Sixth Amendment have the meanings ascribed to such terms in the Statement.

Item 2. Identity and Background.

The response set forth in Item 2 of the Statement is hereby amended by deleting the previous response in its entirety and replacing it with the following:

This Statement is being jointly filed by Mr. Lakshmi N. Mittal (“Mr. Mittal”), Mrs. Usha Mittal (“Mrs. Mittal”), Ispat International Investments, S.L., a company organized under the laws of Spain (“International”), Mittal Investments S.à r.l., a limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Mittal Investments”), HSBC Trustee (C.I.) Limited, a company organized under the laws of Jers ey (Channel Islands) in its capacity as a trustee of the Platinum Trust (as defined below) (the “Trustee”), Grandel Limited, a company organized under the laws of Gibraltar (“Grandel”) and Lumen Investments S.à r.l., a limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Lumen” and, together with Mr. Mittal, Mrs. Mittal, International, Mittal Investments, the Trustee, and Grandel, the “Reporting Persons”, and each, a “Reporting Person”).

Trustee

The Trustee is a company organized under the laws of Jersey (Channel Islands). The address of the Trustee is P.O. Box 88, 1 Grenville Street, St Helier, Jersey, JE4, 9PF, Channel Islands. The Trustee is in the business of providing trust administration services. The Trustee, as trustee of the Platinum Settlement (the “Platinum Trust”), a trust administered by the Trustee pursuant to a trust deed dated June 18, 2010 (the “Platinum Trust Deed”), and solely in this capacity, holds 70% of the voting shares of Grandel.

Set forth on Schedule C to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and (d) citizenship of each executive officer and director of the Trustee and (e) the name of any corporation or other organization in which such occupation or employment is conducted, together with the principal business and address of any such corporation or organization other than the Trustee, as the case may be, for which such information is set forth.

Mr. Mittal

Mr. Mittal is a citizen of the Republic of India. His principal business address is c/o ArcelorMittal Limited, Berkeley Square House, 7th Floor, Berkeley Square, London, W1J 6DA, United Kingdom. Mr. Mittal’s principal occupation is CEO and Chairman of the Board of Directors of ArcelorMittal.

Mrs. Mittal

Mrs. Mittal is a citizen of the Republic of India. Her principal business address is c/o ArcelorMittal Limited, Berkeley Square House, 7th Floor, Berkeley Square, London, W1J 6DA, United Kingdom. Mrs. Mittal is the wife of Mr. Mittal.

Grandel

Grandel is a company organized under the laws of Gibraltar. Mr. Mittal, Mrs. Mittal and the Trustee, as trustee of the Platinum Trust, share beneficial ownership of a controlling interest in Grandel as a result of the Trustee’s ownership of 70% of the Grandel Class A voting shares held in the Platinum Trust and pursuant to the terms of the Platinum Trust Deed. (HSBC Trustee (C.I.) Limited, as trustee of the Silver Settlement (the “Silver Trust”) pursuant to a trust deed dated June 18, 2010, and solely in that capacity, owns the other 30% of the Class A voting shares of Grandel.) The address of the principal office of Grandel is 57/63 Line Wall Road, Gibraltar. Grandel’s primary business is to act as a holding compa ny. Grandel indirectly owns 100% of the share capital of Lumen and International.

Set forth on Schedule D to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and (d) citizenship of each executive officer and director of Grandel and (e) the name of any corporation or other organization in which such occupation or employment is conducted, together with the principal business and address of any such corporation or organization other than Grandel, as the case may be, for which such information is set forth.

Lumen

Lumen is a limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg. Lumen is an indirect wholly owned subsidiary of Grandel. The address of the principal office of Lumen is 65, Boulevard Grand-Duchesse Charlotte, L-1331 Luxembourg. Lumen is a holding company whose primary business is holding shares of ArcelorMittal.

Set forth on Schedule E to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and (d) citizenship of each executive officer and director of Lumen and (e) the name of any corporation or other organization in which such occupation or employment is conducted, together with the principal business and address of any such corporation or organization other than Lumen, as the case may be, for which such information is set forth.

International

International is a company organized under the laws of Spain. International is an indirect wholly owned subsidiary of Grandel. The address of the principal office of International is Calle Emilio Castelar 4-3, Oficina 307, 35007, Las Palmas de Gran Canaria, Spain. International is a holding company whose primary business is holding shares of ArcelorMittal.

Set forth on Schedule A to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and (d) citizenship of each executive officer and director of International and (e) the name of any corporation or other organization in which such occupation or employment is conducted, together with the principal business and address of any such corporation or organization other than International, as the case may be, for which such information is set forth.

Mittal Investments

Mittal Investments is a limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg. The address of the principal office of Mittal Investments is 65, Boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, Luxembourg. Mittal Investments is a company whose primary business is to act as a holding company for investments made by its shareholders. Following the filing of this Sixth Amendment, Mittal Investments will no longer be a Reporting Person with respect to ArcelorMittal.

Set forth on Schedule B to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and (d) citizenship of each executive officer and director of Mittal Investments and (e) the name of any corporation or other organization in which such

occupation or employment is conducted, together with the principal business and address of any such corporation or organization other than Mittal Investments, as the case may be, for which such information is set forth.

During the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons listed on Schedules A through E to this Statement has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or other Consideration.

The response set forth in Item 3 of the Statement is hereby amended by deleting the previous response in its entirety and replacing it with the following:

As described in Item 4 below, certain shares have been transferred between Reporting Persons as part of the reorganization the holding company structure through which Mr. and Mrs. Mittal held their indirectly owned ArcelorMittal Shares, which reorganization was conducted prior to the settlement of the Grandel shares into the Platinum Trust. The transfer of ownership of International and of the ArcelorMittal Shares formerly owned by Mittal Investments to Grandel and companies indirectly wholly owned by Grandel was made in exchange for newly issued shares of Grandel and such companies, respectively. The transfers by Mr. and Mrs. Mittal of Grandel shares to the Platinum Trust were done without consideration in connection with their settlement into trust.

In May 2010, Mr. Mittal exercised options to purchase 80,000 ArcelorMittal Shares, and Mrs. Mittal exercised options to purchase 20,000 ArcelorMittal Shares, each at an exercise price of $8.57 per share. Personal funds were used to pay the exercise price for such shares, which were acquired from the Company. In addition, as of August 2010, 60,000 options to acquire ArcelorMittal Shares will vest with Mr. Mittal pursuant to ArcelorMittal’s global stock option plan. Other than as set forth above, no new ArcelorMittal Shares have been acquired by, and no options have been exercised by or granted to, any of the Reporting Persons since the filing of the Fifth Amendment by the Reporting Persons.

Item 4. Purpose of Transaction.

The response set forth in Item 4 of the Statement is hereby amended by deleting the previous response in its entirety and replacing it with the following:

The description of the Platinum Trust Deed set forth in Item 6 of this Sixth Amendment below is incorporated herein by reference.

Mr. and Mrs. Mittal reorganized the holding company structure through which they held substantially all of their ArcelorMittal Shares. As a first step, they transferred or caused to be transferred the ownership of International and the ArcelorMittal Shares formerly owned by Mittal Investments to companies indirectly wholly owned by Grandel, a company then 100% jointly owned by Mr. Mittal and Mrs. Mittal. Mr. and Mrs. Mittal then settled without consideration 70% of the Class A voting shares of Grandel to the Platinum Trust. The Grandel Class A voting shares have no economic rights in Grandel (i.e., no rights to dividends or other distributions), but have the power to vote, subject to certain limited exceptions, on any matters permitted or required to be voted on by shareholders of Grandel, including the election of th e directors of Grandel. Mr. and Mrs. Mittal and their two children are the beneficiaries under the Platinum Trust Deed.

The Trustee, as the owner of 70% of the Grandel Class A voting shares in its capacity as Trustee under the Platinum Trust Deed, has (subject to its obligations under the Platinum Trust Deed and its obligations as a fiduciary under applicable law) direct and indirect control of the management bodies of Grandel and its wholly owned subsidiaries, including International and Lumen, the direct owners of the ArcelorMittal Shares. Therefore, as a result of the reorganization, the Trustee acquired beneficial ownership of substantially all of the ArcelorMittal Shares owned by Mr. and Mrs. Mittal prior to the reorganization.

Additionally, HSBC Trustee (C.I.) Limited, as trustee of the Silver Trust (and solely in this capacity), owns the other 30% of the Class A voting shares of Grandel. Such shares were settled without consideration by Mr. and Mrs. Mittal to the Silver Trust contemporaneously with their settlement of 70% of the Grandel Class A voting shares as described above. Mr. Mittal, Mrs. Mittal and their two children are the beneficiaries of the Silver Trust.

The description of the Memorandum of Understanding (the “MOU”) set forth in Item 6 of this Sixth Amendment below is incorporated herein by reference.

Each of the Reporting Persons beneficially owning ArcelorMittal Shares intends to review its investment in ArcelorMittal on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, subject to the limitations imposed on such party by the MOU, as amended, and the terms of the Platinum Trust Deed (a) to acquire additional securities of ArcelorMittal, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of ArcelorMittal owned by it in the open market, in privately negotiated transactions, in one or more registered public offerings or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results describ ed in the next paragraph of this Item 4. Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: ArcelorMittal’s business and prospects; other developments concerning ArcelorMittal and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and financial and stock market conditions, including the market price of the ArcelorMittal Shares.

Other than as disclosed in this Statement, the Reporting Persons have no present plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of ArcelorMittal, or the disposition of securities of ArcelorMittal;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving ArcelorMittal or any of its subsidiaries;

(d) Any change in the present board of directors or management of ArcelorMittal, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of ArcelorMittal;

(f) Any other material change in ArcelorMittal’s business or corporate structure;

(g) Changes in ArcelorMittal’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of ArcelorMittal by any person;

(h) A class of securities of ArcelorMittal being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of ArcelorMittal becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a) International is the direct beneficial owner of 112,338,263 ArcelorMittal Shares, representing 7.4% of the ArcelorMittal Shares outstanding.

Lumen is the direct beneficial owner of 525,000,000 ArcelorMittal Shares, representing 34.8% of the ArcelorMittal Shares outstanding.

Grandel is the indirect beneficial owner of 637,338,263 ArcelorMittal Shares, representing 42.2% of the ArcelorMittal Shares, by virtue of its 100% indirect ownership of Lumen and International.

The Trustee is the indirect beneficial owner of 637,338,263 ArcelorMittal Shares, representing 42.2% of the ArcelorMittal Shares, by virtue of its beneficial ownership of 70% of the Class A voting shares of Grandel, as discussed in greater detail in Item 4 above.

Mr. Mittal is the direct owner of 221,200 ArcelorMittal Shares and holds options to acquire an additional 400,000 ArcelorMittal Shares, together representing less than 0.1% of the ArcelorMittal Shares outstanding. Furthermore, Mr. Mittal holds voting rights over 400 restricted ArcelorMittal shares through the ArcelorMittal Employee Share Purchase Plans implemented in 2008 and 2009, but does not have the power to dispose of such shares until they become unrestricted in November 2011 and November 2012, with 200 shares becoming unrestricted each year. Additionally, under the terms of the Platinum Trust Deed, Mr. Mittal shares with Mrs. Mittal and the Trustee beneficial ownership of Grandel and accordingly Mr. Mittal is the beneficial owner of 637,959,863 ArcelorMittal Shares representing 42.2% of the ArcelorMittal Shares outstandin g.

Mrs. Mittal is the direct owner of 45,000 ArcelorMittal Shares representing less than 0.1% of the ArcelorMittal Shares outstanding. Additionally, under the terms of the Platinum Trust Deed, Mrs. Mittal shares with Mr. Mittal and the Trustee beneficial ownership of Grandel and accordingly Mrs. Mittal is the beneficial owner of 637,383,263 ArcelorMittal Shares representing 42.2% of the ArcelorMittal Shares outstanding.

After the completion of the transactions described in Item 4 above, Mittal Investments no longer has any direct or indirect beneficial ownership of any ArcelorMittal Shares.

The calculation of the foregoing percentages is based on 1,510,426,218 ArcelorMittal Shares outstanding as of May 31, 2010.

(b) International has the power to vote or to direct the vote or dispose or direct the disposition of 112,338,263 ArcelorMittal Shares. International shares this power with Mr. Mittal, Mrs. Mittal, the Trustee and Grandel by virtue of their indirect beneficial ownership of International. Accordingly, International shares with the persons specified in the immediately preceding sentence, the power to vote or to direct the vote or dispose or direct the disposition of 112,338,263 ArcelorMittal Shares beneficially owned by International, representing 7.4% of the ArcelorMittal Shares outstanding.

Lumen has the power to vote or to direct the vote or dispose or direct the disposition of 525,000,000 ArcelorMittal Shares, which it shares with Mr. Mittal, Mrs. Mittal, the Trustee and Grandel, by virtue of their indirect beneficial ownership of Lumen. Accordingly, Lumen shares with the persons specified in the immediately preceding sentence the power to vote or to direct the vote or dispose or direct the disposition of 525,000,000 ArcelorMittal Shares, representing 34.8% of the ArcelorMittal Shares outstanding.

Grandel has the power to vote or to direct the vote or dispose or direct the disposition of 637,338,263 ArcelorMittal Shares, which it shares with Mr. Mittal, Mrs. Mittal and the Trustee, by virtue of the Trustee’s ownership of 70% of the Grandel voting shares and the terms of the Platinum Trust Deed, as well as with International and Lumen as described in the preceding two paragraphs. Accordingly, Grandel shares the power to vote or to direct the vote or dispose or direct the disposition of 637,338,263 ArcelorMittal Shares, representing 42.2% of the ArcelorMittal Shares outstanding.

The Trustee (subject to its obligations under the Platinum Trust Deed and its obligations as a fiduciary under applicable law) has the power to vote or to direct the vote or dispose or direct the disposition of 637,338,263 ArcelorMittal Shares, which it shares with Mr. Mittal and Mrs. Mittal by virtue of their shared beneficial ownership of Grandel, as well as with International, Lumen and Grandel as described in the preceding three paragraphs. Accordingly, the Trustee shares with the persons specified in the immediately preceding sentence the power to vote or to direct the vote or dispose or direct the disposition of 637,338,263 ArcelorMittal Shares, representing 42.2% of the ArcelorMittal Shares outstanding.

Mr. Mittal has the sole power to vote or to direct the vote or dispose or direct the disposition of the 221,200 ArcelorMittal Shares that he owns directly and would have the sole power to vote or to direct the vote or dispose or direct the disposition of the 400,000 ArcelorMittal Shares that are the subject of the options he holds, assuming exercise of such options, together representing less than 0.1% of the ArcelorMittal Shares outstanding. Furthermore, Mr. Mittal holds voting rights over 400 restricted ArcelorMittal shares through the ArcelorMittal Employee Share Purchase Plans implemented in 2008 and 2009, but does not have the power to dispose of such shares until they become unrestricted in November 2011 and November 2012, with 200 shares becoming unrestricted each year. Mr. Mittal, Mrs. Mittal and the Trustee a lso share beneficial ownership of Grandel by virtue of the Trustee’s ownership of 70% of the Grandel voting shares and pursuant to the terms of the Platinum Trust Deed, thereby sharing power to vote or to direct the vote or dispose or direct the disposition of ArcelorMittal Shares as described in the preceding four paragraphs. Accordingly, Mr. Mittal shares the power to vote or to direct the vote or dispose or direct the disposition of 637,959,863 ArcelorMittal Shares beneficially owned by him, representing 42.2% of the ArcelorMittal Shares outstanding. See Item 6 below regarding Mr. Mittal’s and Mrs. Mittal’s shared beneficial ownership of Grandel with the Trustee.

Mrs. Mittal has the sole power to vote or to direct the vote or dispose or direct the disposition of the 45,000 ArcelorMittal Shares that she owns directly representing less than 0.1% of the ArcelorMittal Shares outstanding. Mrs. Mittal, Mr. Mittal and the Trustee also share beneficial ownership of Grandel by virtue of the Trustee’s ownership of 70% of the Grandel voting shares and pursuant to the terms of the Platinum Trust Deed, thereby sharing power to vote or to direct the vote or dispose or direct the disposition of ArcelorMittal Shares as described in the preceding five paragraphs. Accordingly, Mrs. Mittal shares the power to vote or to direct the vote or dispose or direct the disposition of 637,383,263 ArcelorMittal Shares beneficially owned by her, representing 42.2% of the ArcelorMittal Shares outstanding. &# 160;See Item 6 below regarding Mrs. Mittal’s and Mr. Mittal’s shared beneficial ownership of Grandel with the Trustee.

After the completion of the transactions described in Item 4 above, Mittal Investments no longer has the sole or shared power to vote, or direct the vote, or the sole or shared power to dispose of, or direct the disposition of, any ArcelorMittal shares.

The calculation of the foregoing percentages is based on 1,510,426,218 ArcelorMittal Shares outstanding as of May 31, 2010.

(c) As part of the entry into the Platinum Trust Deed and the transactions described elsewhere in this Statement, on June 21, 2010 the ArcelorMittal Shares formerly owned by Mittal Investments (i.e., 525,000,000 shares) were transferred between entities owned and controlled by Mr. and Mrs. Mittal. Such transactions were effected in off-market transactions by valuing each ArcelorMittal Share at the closing price on Euronext Paris on the preceding trading day.

Except as disclosed in this Statement, none of the Reporting Persons has effected any transaction in the ArcelorMittal Shares during the past 60 days.

(d) The share capital of Grandel consists of Class A voting shares and Class B non-voting, economic shares. The non-voting Class B shares of Grandel entitle the holders thereof to economic rights in Grandel, with limited voting rights. Currently the Class B shares are held directly or indirectly by a series of four trusts, the beneficiaries of which are Mr. and Mrs. Mittal and/or certain of their family members. The holders of the Class B

shares of Grandel would receive any dividends paid by Grandel, which dividends may include dividends paid by ArcelorMittal to International and Lumen or proceeds of the sales by such entities of ArcelorMittal Shares. Grandel and certain of its wholly-owned subsidiaries (other than International) have implemented a dividend policy providing for distribution of net income and proceeds of sales of assets, subject to certain limitations.

To the best knowledge of the Reporting Persons, and except as described in Item 4 above or as otherwise disclosed herein, no other person has the right to receive or the power to direct the receipt of dividends from the ArcelorMittal Shares beneficially owned by the Reporting Persons.

(e) Mittal Investments ceased to be the beneficial owner of more than five percent of the ArcelorMittal Shares on June 21, 2010 by virtue of the reorganization transactions described in Item 4 above.

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

The response set forth in Item 6 of the Statement is hereby amended by deleting the previous response in its entirety and replacing it with the following:

Memorandum of Understanding

On June 25, 2006, Mr. Mittal, Mrs. Mittal, International and Mittal Investments entered into a Memorandum of Understanding (the “MOU”) with Mittal Steel and Arcelor S.A., a société anonyme incorporated under the laws of Luxembourg (“Arcelor”) in connection with Mittal Steel’s outstanding tender offer for Arcelor’s outstanding equity securities (the “Offer”), pursuant to which Mr. Mittal, Mrs. Mittal, International and Mittal Investments agreed to certain undertakings regarding the governance of the combined Mittal Steel / Arcelor group and certain related matters. (In connection with the reorganization described elsewhere in this Statement, Lumen agreed to be bound by the undertakings applicable to Mittal Investments under the MOU.) Certain provisions of the MOU relating to corporate governance were incorporated into the Articles of Association of the Company at the extraordinary general meeting of shareholders on November 5, 2007. The following summarizes certain provisions of the MOU that remain in effect at the date of the Statement.

The parties agreed that any transaction between the Company (including any of its subsidiaries) and its directors or any of its affiliates will be conducted on an arms’ length basis and, if material, require approval of the independent directors. The Company’s Board of Directors will be entitled to request the assistance of expert advisers, as it deems necessary and appropriate from time to time in connection with any key strategic decision.

Mr. and Mrs. Mittal (collectively, the “Significant shareholder”) agreed not to acquire, directly or indirectly, ownership or control of an amount of shares in the capital stock of the Company exceeding the percentage of shares in the Company that it owned or controlled following completion of the Offer, subsequent offer and compulsory buy-out, except with the prior written consent of a majority of the independent directors on the Company’s Board of Directors. Any shares acquired in violation of this restriction will be deprived of voting rights and shall be promptly sold by the Significant shareholder.

Notwithstanding the above, if (and whenever) the Significant shareholder holds, directly and indirectly, less than 45% of the then-issued Company shares, the Significant shareholder may purchase (in the open market or otherwise) Company shares up to such 45% limit. In addition, the Significant shareholder is also permitted to own and vote shares in excess of the threshold mentioned in the immediately preceding paragraph or the 45% limit mentioned above, if such ownership results from (a) subscription for shares or rights in proportion to its existing shareholding in the Company where other shareholders have not exercised the entirety of their rights or (b) any passive crossing of this threshold resulting from a reduction of the number of Company shares (e.g., through self-tender offe rs or share buy-backs) if, in respect of (b) only, the decisions to implement such measures were taken at a shareholders’ meeting in which the Significant shareholder did not vote or by the Company’s Board of Directors with a majority of independent directors voting in favor.

Once the Significant shareholder exceeds (i) the percentage of shares in the Company owned or controlled by the Significant shareholder following completion of the Offer, subsequent offer and compulsory buy-out or (ii) the 45% limit, as the case may be, as a consequence of any corporate event set forth in (a) or (b) above, it shall not be permitted to increase the percentage of shares it owns or controls in any way except as a result of subsequent occurrences of the corporate events described in (a) or (b) above, or with the prior written consent of a majority of the independent directors on the Company’s Board of Directors.

On March 14, 2008, the Board of Directors unanimously acknowledged that the Company’s 44 million share buy-back program (which was unanimously approved by the Board of Directors) may lead the Significant shareholder to cross the 45% threshold provided in the MOU as described above.

Finally, the Significant shareholder is also permitted to own and vote shares in excess of (i) the percentage of shares in the Company owned or controlled by the Significant shareholder following completion of the Offer, subsequent offer and compulsory buy-out or (ii) the 45% limit mentioned above if it acquires the excess shares in the context of a takeover bid by a third party and (a) a majority of the independent directors of the Company’s Board of Directors consents in writing to such acquisition by the Significant shareholder or (b) the Significant shareholder acquires such shares in an offer for all of the shares of the Company.

During the five-year period following the settlement date of the Offer (that is, until August 1, 2011), the Significant shareholder agreed not to transfer (and to cause its affiliates not to transfer) directly or indirectly any of the shares in the Company that it holds without the approval of a majority of the independent directors of the Company, other than in connection with (i) an acquisition proposal by a third party recommended by the majority of the independent directors of the Company or (ii) the tender of shares by the Significant shareholder in a self-tender offer by the Company. As an exception to the foregoing, during the period from the second anniversary of the settlement date of the Offer until the end of the above-referenced five-year lock-up period, the Significant shareholder may sell an amount of shares not exceeding 5% of the Company’s then-outstanding share capital without the consent of a majority of the Company’s independent directors.

For so long as the Significant shareholder holds at least 15% of the outstanding shares of the Company or has representatives on the Company’s Board of Directors or Group Management Board, the Significant shareholder and its affiliates will not be permitted to invest in, or carry on, any business competing with the Company, except for PT. Ispat Indo.

The foregoing summary of the terms of the MOU should be read in conjunction with the full text of the MOU and the summary of the amendments thereto, copies of which are included as Exhibit 4 and Exhibit 5, respectively, to this Statement and are incorporated herein by reference.

Shareholder’s Agreement

A shareholder’s and registration rights agreement was entered into as of August 13, 1997 by the Company (through its predecessor, Ispat International N.V.), LNM Holdings S.L., (subsequently renamed Ispat International Investments, S.L.) and Mr. Mittal (the “Shareholder’s Agreement”). The Shareholder’s Agreement contains provisions relating to demand registration rights, piggy-back rights and lockups, among others.

The foregoing summary of the terms of the Shareholder’s Agreement is qualified in its entirety by reference to the full text of the Shareholder’s Agreement, a copy of which is included as Exhibit 3 to this Statement and is incorporated herein by reference.

The Platinum Trust Deed

Mr. Mittal, Mrs. Mittal and the Trustee executed the Platinum Trust Deed establishing the Platinum Trust on June 18, 2010 and on June 21, 2010 contributed 70% of the Class A voting shares of Grandel to the Platinum Trust. Mr. and Mrs. Mittal and their two children are the beneficiaries under the Platinum Trust Deed.

Under applicable law, a trust is a legally binding arrangement whereby a person or persons (in this case Mr. and Mrs. Mittal) transfer(s) assets to a trustee (in this case the Trustee), to be held in trust for the benefit of the

trust’s beneficiaries. The Trustee has a fiduciary responsibility to the trust beneficiaries. The Trustee is as a matter of law bound to administer the assets in the trust for the benefit of the beneficiaries alone.

Pursuant to the terms of the Platinum Trust Deed, Mr. Mittal is appointed as the initial “protector” of the trust. Certain actions specified in the Platinum Trust Deed, including disposing of any assets held in the Platinum Trust or any asset held by corporate bodies of which the equity interests are held as part of the Platinum Trust or subsidiaries of such companies, require Mr. Mittal’s prior or simultaneous consent. For example, the Trustee cannot cause the disposition of ArcelorMittal Shares without the prior or simultaneous consent of Mr. Mittal. As the protector, Mr. Mittal also has the ability to dismiss the Trustee and appoint a new trustee at any time, with or without cause. Such dismissal and appointment requires the approval of Mrs. Mittal during her lifetime. In light of their ability to dismiss the Trustee and appoint a new trustee at any time, with or without cause, and their other rights under the Platinum Trust Deed, pursuant to Rule 13d-3(d) under the Act each of Mr. Mittal and Mrs. Mittal are deemed to be the beneficial owners of the shares of Grandel held by the Trustee in trust under the Platinum Trust Deed, and therefore are also deemed to be beneficial owners of the ArcelorMittal Shares owned indirectly by Grandel through its subsidiaries International and Lumen.

The foregoing summary of the terms of the Platinum Trust Deed is qualified by reference to the full text of the Platinum Trust Deed, a copy of which is included as Exhibit 6 to this Statement and is incorporated herein by reference.

Additionally, HSBC Trustee (C.I.) Limited, as trustee of the Silver Trust (and solely in that capacity), owns 30% of the Class A voting shares of Grandel. Such shares were contributed by Mr. and Mrs. Mittal to be held in trust in the Silver Trust contemporaneously with their contribution of 70% of the Grandel Class A voting shares to the Platinum Trust as described above. Mr. Mittal, Mrs. Mittal and their two children are the beneficiaries of the Silver Trust. The terms of the trust deed for the Silver Trust are substantially the same as the terms of the Platinum Trust Deed.

Articles of Association of Grandel

The non-voting Class B shares of Grandel entitle the holders thereof to economic rights in Grandel, with limited voting rights. Currently the Class B shares are held directly or indirectly by a series of four trusts, the beneficiaries of which are Mr. and Mrs. Mittal and/or certain of their family members. The holders of the Class B shares of Grandel would receive any dividends paid by Grandel in accordance with the dividend policies implemented in the organizational documents of Grandel and certain of its subsidiaries (other than International), which dividends may include the pass-through of dividends paid by ArcelorMittal to International and Lumen or proceeds of the sales by such entities of ArcelorMittal Shares. The limited voting rights of holders of Class B shares include the right to appoint two rep resentatives, who have a consent right with respect to the granting of certain liens over any interest held in certain Grandel subsidiaries (other than International) and/or ArcelorMittal.

The foregoing summary of the terms of the Articles of Incorporation of Grandel is qualified in its entirety by reference to the full text of the Articles of Incorporation of Grandel, a copy of which is included as Exhibit 6 to this Statement and is incorporated herein by reference.

To the knowledge of the Reporting Persons, except as specified in this Statement, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of ArcelorMittal, including but not limited to transfer or voting of any of the securities of ArcelorMittal, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of ArcelorMittal.

Item 7.

Material to be Filed as Exhibits

EXHIBIT INDEX

Exhibit Number	Description

1	Joint Filing Agreement, dated as of June 21, 2010, among Mr. Lakshmi N. Mittal, Mrs. Usha Mittal, Ispat International Investments, S.L., and Mittal Investments, S.à r.l., Lumen Investments S.à r.l., Grandel Limited and HSBC Trustee (C.I.) Limited (filed herewith)
2*	Acquisition Agreement, dated as of October 24, 2004, between Ispat International N.V. and Richmond Investment Holdings Limited.
3*	Shareholder’s Agreement, dated as of August 13, 1997, among Ispat International N.V., LNM Holdings S.L. and Mr. Lakshmi N. Mittal.
4**	Memorandum of Understanding, dated June 25, 2006, between Arcelor S.A., Mittal Steel Company N.V. and and Mr. Lakshmi N. Mittal and Mrs. Usha Mittal acting directly and through Mittal Investments S.à r.l. and ISPAT International Investments S.L.
5***	Form 6-K of ArcelorMittal, dated April 17, 2008, describing certain amendments to the Memorandum of Understanding entered into in the context of the offer of Mittal Steel for Arcelor.
6	Platinum Settlement Trust Deed among Lakshmi N. Mittal and Usha Mittal as the settlors and HSBC Trustee (C.I.) Limited as trustee, dated June 18, 2010 (filed herewith)
7	Articles of Association of Grandel Limited (filed herewith)

*	Previously filed as an Exhibit to the Schedule 13D filed with the Commission on December 27, 2004.

**	Incorporated by reference to Exhibit 99.1 of Mittal Steel Company N.V.’s Form 6-K furnished to the Commission on June 29, 2006.

***	Incorporated by reference to Form 6-K of ArcelorMittal furnished to the Commission on April 17, 2008.

SIGNATURES

After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: June 23, 2010



	/s/ Lakshmi N. Mittal
	Lakshmi N. Mittal



	/s/ Usha Mittal
	Usha Mittal


	ISPAT INTERNATIONAL INVESTMENTS, S.L.


	By:	/s/ Sudhir Maheshwari
		Name: Sudhir Maheshwari
		Title: Director


	By:	/s/ P. H. Merks
		Name: P. H. Merks
		Title: Director

	MITTAL INVESTMENTS S.À.R.L.
	By:	/s/ Benoît Nasr
		Name: Benoît Nasr
		Title: Manager B


	By:	/s/ Rajan Tandon
		Name: Rajan Tandon



	HSBC TRUSTEE (C.I.) LIMITED, as Trustee of the Platinum Settlement Trust Deed


	By:	/s/ Stephen Le Seeleur
		Name: Stephen Le Seeleur
		Title: Authorised Signatory

	By:	/s/ Antony Hind
		Name: Antony Hind
		Title: Authorised Signatory


	GRANDEL LIMITED


	By:	/s/ Michael Castiel
		Name: Michael Castiel
		Title: Director



	LUMEN INVESTMENTS S.À.R.L.


	By:	/s/ Cédric Bradfer
		Name: Cédric Bradfer
		Title: Manager A

SCHEDULE A

ADDITIONAL INFORMATION CONCERNING ISPAT INTERNATIONAL INVESTMENTS, S.L.

Name	Business Address	Present Principal Occupation or Employment	Name, Principal Business and Address of Principal Employment	Citizenship
Mr. Sudhir Maheshwari	Berkeley Square House 7th Floor, Berkeley Square, London, W1J 6DA, United Kingdom	Group Management Board Member, ArcelorMittal	Berkeley Square House 7th Floor, Berkeley Square, London, W1J 6DA, United Kingdom	India
Ms. Petronella H. (Nanette) Merks	Eemhavenweg 70 3089 KH Rotterdam, The Netherlands	Executive, Mittal Investments	Eemhavenweg 70 3089 KH Rotterdam, The Netherlands	Netherlands
Mr. Jaime Dominguez Salgado	C/ Emilio Castelar 4-3, Oficina 307, 35007, Las Palmas de Gran Canaria, Spain	Executive, MUNDIAUDIT SL	C/ Emilio Castelar 4-3, Oficina 307, 35007, Las Palmas de Gran Canaria, Spain	Spain

A-1

SCHEDULE B

ADDITIONAL INFORMATION CONCERNING MITTAL INVESTMENTS S.À R.L.

Name	Business Address	Present Principal Occupation or Employment	Name, Principal Business and Address of Principal Employment	Citizenship
Mr. Rajan Tandon	Berkeley Square House 3rd Floor, Berkeley Square, London, W1J 6BU, United Kingdom	Vice President, Finance, Mittal Investments	Berkeley Square House 3rd Floor, Berkeley Square, London, W1J 6BU, United Kingdom	British
Mr. Sanjay Shukla	101 Cecil Street #18-08 Tong Eng Building Singapore 069533	Executive, Mittal Investments	101 Cecil Street #18-08 Tong Eng Building Singapore 069533	India
Mr. Benoît Nasr	65, Boulevard Grande-Duchesse Charlotte, L-1331, Luxembourg, Luxembourg	Employee Director	Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande-Duchesse Charlotte L-1331 Luxembourg	Belgium
Mr. Jean-Christophe Dauphin	65, Boulevard Grande-Duchesse Charlotte, L-1331, Luxembourg, Luxembourg	Employee Team Manager	Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande-Duchesse Charlotte L-1331 Luxembourg	France

B-1

SCHEDULE C

ADDITIONAL INFORMATION CONCERNING HSBC TRUSTEES (C.I.) LIMITED

Name	Business Address	Present Principal Occupation or Employment	Name, Principal Business and Address of Principal Employment	Citizenship
Jacquelyn Karen Marsh	PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF	Trust Director	HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF	British
Stephen John Le Seelleur	PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF	Trust Director	HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF	British
Mathew Francis Litten	PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF	Trust Director	HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF	British
Kulvinder Singh	PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF	Head of GWS Offshore Islands	HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF	British

C-1

Name	Business Address	Present Principal Occupation or Employment	Name, Principal Business and Address of Principal Employment	Citizenship
Kim Smart	PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF	Finance and Planning Director	HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF	British
Ursula Elliott	PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF	Director	HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF	British
Stephen Skelly	PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF	Head of Europe, GWS	HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF	British
Stuart Taylor	PO Box 88, 1 Grenville Street, St Helier Jersey, JE4 9PF	Managing Director, Private Banking	HSBC Trustee (C.I.) Limited, Trust Company and Insurance Mediation as regulated by the JFSC. PO Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF	British

C-2

SCHEDULE D

ADDITIONAL INFORMATION CONCERNING GRANDEL LIMITED

Name	Business Address	Present Principal Occupation or Employment	Name, Principal Business and Address of Principal Employment	Citizenship
Cheam Directors Limited	57/63 Line Wall Road, Gibraltar	Corporate Director	Line Management Services Limited, Corporate Management, 57/63 Line Wall Road, Gibraltar	Gibraltar
Stawell Services Limited	57/63 Line Wall Road, Gibraltar	Corporate Director	Line Management Services Limited, Corporate Management, 57/63 Line Wall Road, Gibraltar	Gibraltar
Stawell Investments Limited	57/63 Line Wall Road, Gibraltar	Corporate Director	Line Management Services Limited, Corporate Management, 57/63 Line Wall Road, Gibraltar	Gibraltar
Michael Castiel	57/63 Line Wall Road, Gibraltar	Lawyer (Partner)	Hassans, International Law Firm, 57/63 Line Wall Road, Gibraltar	British
Desmond Roger Reoch	57/63 Line Wall Road, Gibraltar	Corporate Management (Managing Director)	Line Management Services Limited, Corporate Management, 57/63 Line Wall Road, Gibraltar	British

D-1

SCHEDULE E

ADDITIONAL INFORMATION CONCERNING LUMEN INVESTMENTS S.À R.L.

Name	Business Address	Present Principal Occupation or Employment	Name, Principal Business and Address of Principal Employment	Citizenship
Cédric BRADFER	65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg Luxembourg	Employee Team Manager	Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg	Belgium
David CATALA	65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg Luxembourg	Employee Team Manager	Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg	Belgium
Pierre CLAUDEL	65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg Luxembourg	Employee Senior Relationship Manager	Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg	France
Jean-Christophe DAUPHIN	65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg Luxembourg	Employee Team Manager	Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg	France
Benoît NASR	65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg Luxembourg	Employee Director	Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg	Belgium

E-1

Ruth BRAND	65, boulevard Grande - Duchesse Charlotte L-1331 Luxembourg Luxembourg	Employee Senior Relationship Manager	Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg	Belgium
Georges SCHEUER	65, boulevard Grande - Duchesse Charlotte L-1331 Luxembourg Luxembourg	Employee Deputy Team Manager	Intertrust (Luxembourg) S.A., Trust Services 65, boulevard Grande Duchesse Charlotte L-1331 Luxembourg	Luxembourg

E-2

EX-1 2 arcelormittal-ex1.htm Unassociated Document

JOINT FILING AGREEMENT

The undersigned hereby agree that the Sixth Amendment to Schedule 13D dated on or about the date hereof (the “Sixth Amendment”), amending and supplementing the statement on Schedule 13D originally filed on December 27, 2004 (as amended by Amendments Nos. 1-5 thereto), with respect to the ordinary shares of ArcelorMittal is, and any subsequent amendments thereto executed by each of us, shall be, filed on behalf of each of us in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Sixth Amendment and each subsequent amendment. Each of the undersigned agrees to be responsible for the timely filing of the Sixth Amendment and any subsequent amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the day of June 21, 2010.

/s/ Lakshmi N. Mittal

Lakshmi N. Mittal

/s/ Usha Mittal

Usha Mittal

ISPAT INTERNATIONAL INVESTMENTS, S.L.

By: /s/ Sudhir Maheshwari

Name: Sudhir Maheshwari

Title:

By: /s/ P.H. Merks

Name: P.H. Merks

Title: Director

MITTAL INVESTMENTS S.À R.L.

By: /s/ Benoît Nasr

Name: Benoît Nasr

Title: Manager B

By: /s/ Rajan Tandon

Name: Rajan Tandon

Title:

HSBC TRUSTEE (C.I.) LIMITED, as Trustee of the Platinum Trust

By: /s/ Stephen Le Seelleur

Name: Stephen Le Seelleur

Title: Authorised Signatory

By: /s/ Antony Hind

Name: Antony Hind

Title: Authorised Signatory

GRANDEL LIMITED

By: /s/ Michael Castiel

Name: Michael Castiel

Title: Director

LUMEN INVESTMENTS S.À R.L.

By: /s/ Cédric Bradfer

Name: Cédric Bradfer

Title: Manager A

EX-99.6 3 arcelormittal-ex6.htm Unassociated Document

DATED 18th June 2010

(1)

LAKSHMI NIWAS MITTAL AND USHA MITTAL

(2)

HSBC TRUSTEE (C.I.) LIMITED

THE PLATINUM SETTLEMENT

CONTENTS

Clause Page

Definitions and interpretation

Power to add beneficiaries

Power to exclude

Excluded Persons

Power to shorten the Trust Period

Power of appointment

Powers in relation to Income

Power to apply capital

Default trusts

10.

Mandatory tender offer restrictions

11.

Disregard of interests

12.

Trustees' discretion

13.

Additional powers and immunities

14.

Limit on exercise of powers

15.

Appointment of trustees

16.

Retirement or removal of trustees

17.

Trustees' exoneration

18.

Trustees' remuneration

19.

Governing law and place of administration

20.

Power to vary

21.

Protector

22.

Preliminary expenses

23.

No contest

24.

Irrevocability

THIS SETTLEMENT is made on 18th June 2010

BETWEEN


(1)	LAKSHMI NIWAS MITTAL and USHA MITTAL both of 18/19 Kensington Palace Gardens, London, W8 4QQ ("the Settlors")

(2)	HSBC TRUSTEE (C.I.) LIMITED of P O Box 88, 1 Grenville Street, St Helier, Jersey, JE4 9PF, Channel Islands ("the Original Trustees")

RECITALS

(A)	The Settlors have transferred or delivered to the Original Trustees or otherwise placed under their control the property specified in Schedule 1 and the Original Trustees hereby declare that they hold such property on the trusts more particularly described below

(B)	It is intended that this settlement shall be irrevocable

THIS DEED WITNESSES as follows

1.	DEFINITIONS AND INTERPRETATION

1.1	This settlement shall be known as the Platinum Settlement or by such name as the Trustees may from time to time decide

1.2	In this deed the following words and expressions shall where the context permits have the following meanings

	"the Beneficiaries"	(a) the Settlors (b) Aditya Mittal (c) Vanisha Mittal Bhatia (d) such other objects or persons as are added under the power to do so contained in Clause 2 below

"charity"

any trust foundation body corporate or unincorporated association society or other organisation established for charitable purposes only under the laws of the Island of Jersey and (if different) the governing law of this settlement from time to time and charitable purposes shall be defined accordingly

"deed"

any instrument in writing

"Excluded Person"

means a person or object excluded from benefit under Clauses 3 or 23 of this settlement

"incapacitated"

a person shall be deemed to be incapacitated if the Trustees receive a certificate signed by two United Kingdom qualified examining physicians of at least 10 years' standing (and if available and still practising at least one of whom has previously attended that person during such time as that person is not incapacitated) stating that such person is unable to act prudently or effectively because of accident physical or mental deterioration or other similar cause and such incapacity shall be deemed to continue unless and until the Trustees receive a certificate to the contrary signed by two United Kingdom qualified physicians of at least 10 years' standing (and if available and still practising at least one of whom has previously attended that person during such time as that person is not incapacitated) and "incapacity" shall be construed accordingly.

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"Mandatory Tender Offer"

means in respect of or over any shares or securities of any company or body corporate (wherever incorporated) or any interest in any such share or security comprised (directly or indirectly) in the Trust Fund any requirement or obligation on any one or more of the Settlors and/or the Beneficiaries for the time being and/or the Trustees and/or any company or body corporate (wherever incorporated) controlled by the Trustee and/or any person acting in concert with him her or them under any applicable regulation law or the rules or regulations of any competent regulatory body or authority (in case of each, or in any jurisdiction) to make or extend an offer to acquire (whether by way of tender or otherwise) any or all of the shares or securities of such company or body corporate or instruments related to such shares or securities not held by the Trustees (directly or indirectly) or in which the Trustees do not have any interes t

"Mr Mittal"

Lakshmi Niwas Mittal

"Mrs Mittal"

Usha Mittal

"the Protector"

the person for the time being constituted as the Protector of this settlement pursuant to Clause 21 below

"the Trustees"

the Original Trustees or the trustees or trustee hereof for the time being

"the Trust Fund"

(a) the property specified in Schedule 1 hereto

(b) all other property paid or transferred to and accepted as additions to the Trust Fund including but not limited to accumulations of income

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"the Trust Period"

the period starting at the date of this deed and ending on the earlier of

(a)

the last day of the period starting with the date of this deed and being the maximum period permitted under the governing law of this settlement from time to time which shall be the perpetuity period applicable to this settlement and

(b)

such date (if any) as the Trustees may at their discretion appoint under the power conferred on them by Clause 5 below

1.3	In this deed

1.3.1

references to any statutory provision shall include any statutory modification to or re-enactment of such provision

1.3.2

references to the children and remoter issue of any person shall only include his legitimate children and remoter issue whether legitimate or legitimated or adopted provided such adoption was completed before the adoptee attained the age of 18 years but shall exclude any illegitimate person and his remoter issue

1.3.3

references to person includes any individual body corporate or unincorporated partnership trustee or body of persons of whatever kind wherever incorporated or resident

1.3.4

references to property includes real personal moveable and immovable property and rights and interests of any kind

1.3.5

the singular includes the plural and vice versa and

1.3.6

the masculine includes the neuter and vice versa and each includes the feminine

2.	POWER TO ADD BENEFICIARIES

2.1	The Trustees may at any time or times during the Trust Period add to the Beneficiaries such children and remoter issue of the whole blood of the Settlors as the Trustees shall determine

2.2	Any such addition shall be made by deed

2.2.1

naming or describing the objects or persons or classes of objects or persons to be added

2.2.2

specifying the date or contingency upon which such addition shall take effect provided that such date or contingency may not be earlier than the date of the execution of such deed nor later than the end of the Trust Period and

2.2.3

specifying whether such addition is revocable during the Trust Period or irrevocable

2.3	The power contained in this Clause shall not be exercised so as to add to the Beneficiaries

2.3.1

any object or person whilst that object or person is an Excluded Person

2.3.2

any object or person if such addition would trigger a Mandatory Tender Offer in respect of any assets comprised in the Trust Fund pursuant to Clause 10 below

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3.	POWER TO EXCLUDE

3.1

The Trustees may at any time or times during the Trust Period with the prior or simultaneous written consent of the Protector declare that the objects or persons or classes of objects or persons named or specified in such declaration (whether or not ascertained) who are or would be or might become Beneficiaries or otherwise be able to benefit under this settlement shall be:

3.1.1

wholly or partially (and if partially the precise extent to which he is) excluded from future benefit under this settlement and

3.1.2

specifying whether such exclusion is revocable during the Trust Period or irrevocable

3.2	Any such declaration of exclusion shall be made by deed

3.2.1

naming or describing the objects or persons or classes of objects or persons to be excluded from benefit under this settlement

3.2.2

specifying the date or contingency upon which such exclusion shall take effect provided that such date or contingency may not be earlier than the date of the execution of such deed nor later than the end of the Trust Period

3.3	The exercise of the power to exclude shall not be capable of defeating any interest to which any object or person may already have become indefeasibly entitled under this settlement

3.4	The following persons shall be Excluded Persons:

3.4.1

The objects or persons or classes of objects or persons excluded under this Clause

3.4.2

The objects or persons or classes of objects or persons excluded under Clause 23 of this settlement

3.4.3

The spouses and co-habitees of the children of the Settlors and the spouses and co-habitees of their remoter issue

4.	EXCLUDED PERSONS

4.1

No discretion or power conferred by or arising under this settlement or the general law shall be exercisable and no provision of this settlement shall operate directly or indirectly so as to allow any part of the Trust Fund or its income to be or become in any way payable to or applicable for the benefit of any object or person whilst that object or person is an Excluded Person (and such benefit to them includes by contract or otherwise) and the Trust Fund and its income shall be possessed and enjoyed to the entire exclusion of any object or person whilst that object or person is an Excluded Person (save that this Clause 4.1 shall not preclude a Beneficiary from benefiting where the Excluded Person is a r elative or co-habitee who benefits incidentally)

4.2

The provisions of Clause 4.1 above shall not preclude any Excluded Person from exercising any statutory right to claim reimbursement from the Trustees for any income tax capital gains tax or taxes of any kind or other fiscal imposition paid by that person in respect of income arising to the Trustees or capital gains realised or deemed or treated as realised by them

5.	POWER TO SHORTEN THE TRUST PERIOD

The Trustees may with the prior or simultaneous written consent of the Protector declare by deed that the Trust Period shall end on the date specified in that deed (being a date neither earlier than the deed nor later than the date on which the Trust Period would have ended but for the deed)

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6.	POWER OF APPOINTMENT

6.1

The Trustees may at any time or times during the Trust Period with the prior or simultaneous written consent of the Protector appoint that they shall hold the Trust Fund and its income upon such trusts for the benefit of all or any one or more of the Beneficiaries if more than one in such shares and on such terms as the Trustees think fit and any such appointment may include any provisions, which may include protective or discretionary trusts dispositive powers (provided dispositions are for the benefit of one or more of the Beneficiaries at the time of the appointment and provided that such dispositions cannot benefit any person or object other than one of the Beneficiaries and persons who can be added to the Beneficiaries pursuant to Clause 2 of this deed) or administrative powers and may permit delegation of the same to any degree whether exercisable by the Trustees or by any other person

6.2	Any such appointment shall be made by deed and may be revocable during the Trust Period or irrevocable

6.3

Subject to any prior appointment made by the Trustees pursuant to Clause 6.1 Mr Mittal may at any time or times during the Trust Period by deed (revocably or irrevocably) or in his last will and testament appoint that the Trustees shall hold the Trust Fund and its income upon such trusts for the benefit of all or any one or more of the Beneficiaries if more than one in such shares and on such terms as Mr Mittal thinks fit (but subject to the Trust Period and Clause 10 hereof and subject to the proviso that any such appointment shall not limit whatsoever the exoneration of liability provisions afforded to the Trustees in this Settlement deed without the prior written agr eement of the Trustees) and any such appointment may include any provisions (which may include protective or discretionary trusts dispositive powers (provided dispositions are for the benefit of one or more of the Beneficiaries at the time of the appointment and provided that such dispositions cannot benefit any person or object other than one of the Beneficiaries and persons who can be added to the Beneficiaries pursuant to Clause 2 of this deed) or administrative powers and may permit delegation of the same to any degree) whether exercisable by the Trustees or by any other person, provided that no such power of appointment shall be exercised by Mr Mittal in any way which results in the appointment of all or any part of the Trust Fund to himself or his estate

6.4	Any appointment made by Mr Mittal by deed pursuant to Clause 6.3 shall take effect from the date or event specified in the deed of appointment but such date or event shall not be prior to the delivery of a copy of such deed to the Trustees

6.5

Any appointment made by Mr Mittal by his last will and testament pursuant to Clause 6.3 shall take effect from the date or event specified in Mr Mittal's last will and testament but such date or event shall not be prior to Mr Mittal's death and shall be conditional upon the delivery of a proved copy of Mr Mittal's last will and testament to the Trustees

6.6

In the event of any conflict between an appointment by Mr Mittal by deed pursuant to Clause 6.3 and an appointment by Mr Mittal's last will and testament pursuant to Clause 6.3 the appointment by deed pursuant to Clause 6.3 shall override the appointment under Mr Mittal's last will and testament pursuant to Clause 6.3

6.7	Mr Mittal may by deed at any time or times during his lifetime and capacity extinguish release or restrict in any manner whatever the power conferred upon him by Clause 6.3 above

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7.	POWERS IN RELATION TO INCOME

7.1	The Trustees may at any time or times during the Trust Period pay or apply part or all of the income of the Trust Fund to or for the benefit of such one or more of the Beneficiaries for the time being in existence in such shares and in such manner generally as the Trustees think fit

7.2

Subject to any applicable rules relating to perpetuities or remoteness or excessive accumulation of income and subject to Clause 7.1 above the Trustees shall accumulate the income of the Trust Fund and may retain the accumulations in an accumulated income fund or add the accumulations to the capital of the Trust Fund (and any sums held in the accumulated income fund shall be treated as income while held in such fund and may be added to the capital of the Trust Fund at any time prior to the expiration of the Trust Period)

8.	POWER TO APPLY CAPITAL

8.1

Subject to any prior appointment made under the power contained in Clause 6. above the Trustees may with the prior or simultaneous written consent of the Protector at any time or times during the Trust Period pay or apply the whole or any part of the Trust Fund to or for the benefit of all or such one or more of the Beneficiaries in such shares and in such manner generally as the Trustees think fit

8.2

Without limiting the power in Clause 8.1 above in exercise thereof the Trustees may with the prior or simultaneous written consent of the Protector at any time or times during the Trust Period pay or transfer any capital of the Trust Fund to the trustees of any other trust wherever established or existing under which all or any one or more of the Beneficiaries are or may be interested or capable of benefiting provided that the transferee trust cannot benefit any person or object other than one or more of the Beneficiaries and persons who can be added to the Beneficiaries pursuant to Clause 2 of this deed and provided that the Trustees consider such payment or transfer to be for the benefit of one or more of the Beneficiaries

8.3	Upon the payment or transfer of any property pursuant to Clause 8.2 above the Trustees shall not be bound to see to its further application

9.	DEFAULT TRUSTS

9.1

From and after the end of the Trust Period and subject to any exercise of the foregoing powers the Trustees shall hold the capital and the income of the Trust Fund upon trust absolutely for such of the Beneficiaries as shall then be living or in existence in such shares as the Trustees shall decide and in default of determination prior to the end of the Trust Period then equally

9.2

So much of the capital and the income of the Trust Fund as is not otherwise wholly and effectively disposed of for any reason shall be held upon trust absolutely for the Lakshmi and Usha Mittal Foundation set up by a Declaration of Trust made by IFS trustees and dated 14 July 2006 and if not in existence for such charitable purposes as the Trustees in their absolute discretion think fit

10.	MANDATORY TENDER OFFER RESTRICTIONS

10.1	This Clause shall apply only during such time as the voting stock of Grandel Limited or any vehicle taking over that company or derived from it shall be held by the Trust Fund and subject to Clause 10.6 below

10.2

Notwithstanding any provision in this deed (including without limitation and for the avoidance of doubt any provision set forth in the schedules hereto) save for Clause 10.6 hereof, no power conferred directly or indirectly by the terms and provisions of this settlement or by the exercise of Clause 6.3 hereof or by

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law shall be validly exercisable or exercised and no act shall be validly done and the Trustees shall use their reasonable endeavours to ensure that no omission shall be made without the prior or simultaneous written consent of the Protector by the Trustees or any person having any authority under this settlement in any manner whatsoever whereby the exercise of the power or act done or omission made would cause or result in a Mandatory Tender Offer in respect of any assets comprised in the Trust Fund

10.3

In determining whether a Mandatory Tender Offer would be caused by or result from a proposed exercise of power act or omission or in any other circumstance that would cause or result in a Mandatory Tender Offer the Trustees shall at the expense of the Trust Fund obtain legal advice from a lawyer of at least 10 years' standing practising in the law of the jurisdiction in which the Mandatory Tender Offer may result or be caused and provided that if the Trustees seek to rely upon any exemption from the requirement to make a Mandatory Tender Offer given pursuant to applicable law or given by decision of the competent authority in determining that a Mandatory Tender Offer would not be caused by or result from a proposed exercise of power act or omission the legal advice from a lawyer of at least ten years' standing practising in such jurisdiction in which the Mandatory Tender Offer may result or be caused shall include an opinion that on the balance of probabilities (or such similar legal standard applied in the practising jurisdiction of the lawyer giving the opinion) such exemption is valid and can be relied upon by the Trustees to lawfully avoid making a Mandatory Tender Offer and such exemption is not liable to be annulled or overturned or that the period for making an appeal or taking other recourse against such exemption has expired

10.4	No Trustee or Protector shall be liable for any loss arising from any Mandatory Tender Offer where they have acted in good faith upon the advice of a lawyer received pursuant to 10.3 above

10.5	No Trustee or Protector shall be liable for any loss arising from any Mandatory Tender Offer where the Mandatory Tender Offer is caused as a result of an act done or omission made by any person over whom or in relation to which the Trustees have no power or authority or knowledge

10.6	Notwithstanding anything in this Clause 10 the Trustees shall be permitted to act in a way that triggers a Mandatory Tender Offer but only with the prior or simultaneous written consent of the Protector

11.	PRESENT BENEFICIARIES; DISREGARD OF INTEREST

The Trustees shall administer the Trust Fund only in a manner that they believe is in the best interests of the Beneficiaries. In exercising the powers conferred on them the Trustees may ignore the interests of any objects or persons who are or might become interested in this settlement and no exercise of a power shall be invalid because any insubstantial or illusory share is left unappointed or any object or person is thereby excluded

12.	TRUSTEES' DISCRETION

Subject to applicable law and save as otherwise provided all powers of the Trustees shall be exercisable at their absolute discretion

13.	ADDITIONAL POWERS AND IMMUNITIES

The Trustees shall in addition and without prejudice to all statutory powers but subject to any limitations set out herein and in particular Clause 10 hereof have the powers and immunities set out in Schedule 2

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14.	LIMIT ON EXERCISE OF POWERS

Notwithstanding anything to the contrary contained in this deed no power shall be exercisable by the Trustees or the Protector in such a way as to infringe any applicable rules relating to perpetuities remoteness or the excessive accumulation of income

15.	APPOINTMENT OF TRUSTEES

15.1	If any Trustee dies ceases to exist retires is dismissed refuses to act or is incapacitated then

15.1.1

the Protector and Mrs Mittal jointly during Mrs Mittal's lifetime and capacity and the Protector thereafter or in any case where there is no person who is either a successor Protector or the Protector is unable or unwilling to act or has otherwise released his powers to appoint Trustees

15.1.2

the continuing Trustee or Trustees or if there are none

15.1.3

the Trustee or Trustees desiring to be discharged or if there are none

15.1.4

the personal representatives or liquidator or similar officer of the last surviving Trustee may by deed appoint one or more other persons (including a beneficiary) to be a trustee or trustees in place of the Trustee or Trustees so deceased ceasing to exist retiring being dismissed refusing to act or being incapacitated save that no Excluded Person may be appointed as a Trustee

15.2	The Protector or if there is no person who is a successor Protector or the Protector is unwilling to act the continuing Trustee or Trustees may at any time or times by deed appoint one or more persons to be an additional Trustee or additional Trustees

15.3

The Trustee shall notify the trustees of the settlements made on 18 June 2010 by Lakshmi Niwas Mittal and Usha Mittal (1) and HSBC Trustee (C.I.) Limited (2) and known as the Titanium Settlement the Americium Settlement the Osmium Settlement and the Chromium Settlement (together "The Economic Trusts") and the Silver Settlement ("the Silver Trust") of the Trustee's address for the purposes of receiving written notices within 28 days of any appointment of a new or additional trustee or trustees and the Trustee shall use reasonable endeavours to notify such trustees of any new Trustee's address within 28 days of the change of the said address

15.4	The Trustees shall at all times consist of at least two individuals or one body corporate carrying on trust business

15.5	Any person may be appointed to be a Trustee of this settlement wherever resident or incorporated

15.6	Any Trustee for the time being of this settlement being a body corporate shall have power to act by its proper officers

15.7	At no time shall any person acting as the Protector for the time being of this settlement be appointed as a Trustee of this settlement

16.	RETIREMENT OR REMOVAL OF TRUSTEES

16.1

Any of the Trustees may retire at any time provided he gives 60 days' signed written notice to the Protector and his co-Trustees (if any) save that this time restriction shall not apply in respect of acts or deeds necessary to vest assets comprising the Trust Fund in the continuing or new Trustees where such acts and deeds necessary for such vesting of assets shall be carried out without undue delay

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16.2	The Protector and Mrs Mittal jointly during Mrs Mittal's lifetime and capacity and the Protector thereafter may (with or without cause) at any time dismiss any of the Trustees from the office of Trustee of this settlement by giving such trustee and his co-Trustees (if any) notice in writing

16.3	A retirement or dismissal shall not take effect unless and until there are at least one body corporate carrying on trust business or two individuals whether as continuing or a new Trustee or Trustees of this settlement

16.4

Notices shall be sufficiently served if sent or delivered to the last known address of an individual or the registered office of a corporation and shall have effect either immediately or after a period of days as stated in the notice save that all the persons giving the notice and properly in receipt of it may jointly agree to waive or reduce any such notice period

17.	TRUSTEES' EXONERATION

17.1	No Trustee shall be liable for any loss however arising except as a result of his own fraud wilful misconduct or gross negligence

17.2

A Trustee is entitled to be indemnified from the Trust Fund for all expenses reasonably and properly incurred in his capacity as Trustee unless they were incurred in any manner which is not expressly exonerated under the terms and provisions of this settlement or under the law of the Island of Jersey

18.	TRUSTEES' REMUNERATION

18.1

Any of the Trustees engaged in any profession or business shall be entitled to charge and be paid all reasonable and proper charges whether professional or not (such charges to be a first charge on the Trust Fund) for any business transacted work done services rendered or time spent by him or his firm in or in connection with this settlement whether or not within the usual scope of his profession or business or of a nature requiring the employment of a professional or business person and without accounting for any share of brokerage or any commission of any kind

18.2

Any of the Trustees may act as a director officer or employee of any company in which the Trust Fund may be invested or as a director officer or employee of any subsidiary of any such company and may retain for himself any fees remuneration or other benefits which he receives by virtue of his position as such director officer or employee notwithstanding that any votes or other rights attached to any such investment may have been instrumental either alone or in conjunction with other votes or rights whether or not of a similar nature or by reason of the non-exercise of any such votes or rights in procuring or maintaining for himself his position as such director officer or employee or that his qualification for such position may be constituted wholly or partly by such investment

18.3

Any body corporate carrying on trust business which is a Trustee of this settlement shall be entitled to charge fees and remuneration in accordance with its scale of charges in force at the time of its appointment with power to charge remuneration in accordance with any later scale of charges for the time being in force with the written consent of the Protector

18.4	The Trustees shall be entitled to be reimbursed all expenses reasonably incurred by them in connection with this settlement

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19.	GOVERNING LAW AND PLACE OF ADMINISTRATION

19.1	Subject to Clause 19.3 below the law of the Island of Jersey shall govern the validity of this settlement and its construction effect and administration

19.2	The Trustees may move the administration of this settlement to any jurisdiction they think fit provided that this settlement is not thereby rendered invalid or unenforceable

19.3

The Trustees may at any time or times during the Trust Period declare in writing that from the date of such declaration the governing law of this settlement shall be that of any specified jurisdiction provided that no exercise of this power shall be effective unless the law of the jurisdiction specified is one under which this settlement remains irrevocable and all or substantially all of the trusts powers and provisions contained in this deed remain enforceable and capable of being exercised

19.4

Following any exercise of the power contained in Clause 19.3 above the Trustees shall by deed make such consequential alterations or additions to this deed as they consider necessary or desirable to ensure that so far as may be possible the trusts powers and provisions of this deed shall be as valid and effective as they were immediately prior to such exercise

20.	POWER TO VARY

The Trustees may at any time or times by deed during the Trust Period make any alterations or additions to the administrative provisions of this settlement which they consider to be for the benefit of all or any one or more of the Beneficiaries

21.

PROTECTOR

21.1	The first Protector shall be Mr Mittal

21.2	If the first Protector ceases to act as Protector for any reason whatsoever, a successor Protector shall be appointed in accordance with the provisions set out in the Third Schedule hereto

21.3	A Protector shall cease to be Protector upon death or becoming incapacitated or on resigning by written notice given to the Trustees or on the Trustees receiving acceptance by a new Protector of his or her appointment under a declaration pursuant to paragraphs 1, 4 or 5 of the Third Schedule hereto

21.4

The Protector may at any time or times during the Trust Period by deed revocable or irrevocable extinguish release or restrict in any manner whatever the future exercise of all or any of the powers conferred on the Protector by or pursuant to this settlement (including any power to give or withhold consent to any exercise of the powers or discretions of the Trustees) and so as to bind his successors as the Protector, save that the Protector may not exercise his powers conferred on him by this Clause 21.4 to extinguish release or restrict in any manner whatever the future exercise of all or any of the powers conferred on him by Clause 10 and sub-clauses 15.1.1 and 16.2 f this settlement

21.5	The Protector shall not be liable for any loss however arising except as a result of his own fraud or wilful misconduct

21.6	The Protector shall be entitled to charge and be paid all reasonable and proper charges whether professional or not (such charges to be a first charge on the Trust Fund) for any business transacted work done services rendered or time spent by him in or in connection with this settlement

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21.7	The Protector shall be entitled to be reimbursed all expenses reasonably incurred by him in connection with this settlement

21.8	Notices shall be sufficiently served if sent or delivered to the last known address of an individual or the registered office of a corporation and shall have effect either immediately or after a period of days as stated in the notice

21.9	The Protector in exercising any powers conferred on it under this settlement shall be deemed to be acting in a non-fiduciary capacity

21.10

The Protector shall be entitled to have sufficient information supplied by the Trustees for it, him or her to be able to make a proper decision where it has any power or duty under this deed

21.11

In the event either that the Protector has released any (and in which case only in respect of those powers released) or all of his powers or there shall be no Protector for the time being then the Trustees shall be able to exercise their powers without the consent of the Protector

21.12

A Protector may be a beneficiary hereunder or may be an officer of any body corporate

22.	PRELIMINARY EXPENSES

The Trustees shall have power to pay out of the Trust Fund all expenses of whatever nature incidental to or arising from the creation of this settlement

23.	NO CONTEST

23.1	In this Clause “Hostile Proceedings” means legal proceedings in any jurisdiction which involve a challenge to:

23.1.1

the validity of any provision of this settlement or any deed supplemental to it and/or

23.1.2

the validity of any provisions of any of The Economic Trusts or the Silver Trust or any deed supplemental to any of them and/or

23.1.3

the validity of the transfer of any property to the Trustees as trustees of this Settlement by either of the Settlors or by any other person and/or

23.1.4

the validity of the transfer of any property to the trustees of any of The Economic Trusts or the Silver Trust by either of the Settlors or by any other person and/or

23.1.5

any exercise of power trust or discretion by the Trustees and/or

23.1.6

any decision of the Trustees or interpretation of any provision by the Trustees concerning any matter relating directly or indirectly to the administration of this Settlement

23.2	If a Beneficiary or any person on their behalf (including any guardian or parent of a minor or disabled beneficiary) other than Mr Mittal and Mrs Mittal initiates Hostile Proceedings then such Beneficiary shall in this deed be called “a Hostile Beneficiary”

23.3

Subject to the proviso in sub-clause 23.5 below a Hostile Beneficiary shall automatically (and without the need for further action by the Settlors Trustees or any other person) become an Excluded Person (as defined in Clauses 3 and 4) from the date that Hostile Proceedings are initiated and shall not be permitted to act as Protector nor have power to appoint a successor Protector and all other interests and powers he may have under this Settlement shall cease to exist or be exercisable

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23.4

Subject to the proviso in sub-clause 23.5 below if any third party who is not a Beneficiary initiates Hostile Proceedings then he shall automatically (and without the need for further action by the Settlors Trustees or any other person) become an Excluded Person and shall cease to be a Protector (if he is a Protector) and shall not become a Protector in the future nor have any powers to appoint a successor Protector and all other interests and powers he may have or acquire in the future under this Settlement shall cease to exist or be exercisable

23.5

Subject to Clauses 23.6 and 23.7 in the event any Hostile Proceeding is proved to be justified or is successful then the Hostile Beneficiary or third party who initiated such Hostile Proceeding shall be reinstated as a Beneficiary (if they were a Beneficiary) and removed from the class of Excluded Persons. However, such person shall not in any event act or become Protector or have power to appoint a successor Protector

23.6	In the event any Hostile Proceeding is unsuccessful the burden of proving that the Hostile Proceeding was justified shall rest on the Hostile Beneficiary who brought the Hostile Proceeding, the standard of proof being to the balance of probabilities.

23.7

The determination as to whether any Hostile Proceeding was justified or not shall be made by the Protector who shall communicate his decision to the Trustees. In the event the Protector determines that the Hostile Proceeding was justified the Trustees shall reinstate the person as a Beneficiary (if they were a Beneficiary) and remove them from the class of Excluded Persons.

23.8

For the avoidance of doubt neither Mr Mittal nor Mrs Mittal shall become an Excluded Person or be prohibited from holding office as Protector or from appointing any successor or replacement Protector or from exercising any other powers under this Settlement in the event that they or any person on their behalf institutes, commences, instigates, maintains or continues any Hostile Proceedings

23.9

Any Hostile Beneficiary or third party who has become an Excluded Person shall cease to be an Excluded Person if the Trustees provide that from a date specified in such instrument (such date not to take effect earlier than the date of execution of the said instrument) and with the consent of the Protector such person shall cease to be an Excluded Person. Such person may then (by express further act of the Trustees and with the consent of the Protector) be reinstated as or become a potential or actual beneficiary but shall not in any event be permitted to act as Protector in the future or have any power to appoint successor Protectors

23.10

Notwithstanding the provisions of Clause 23.1 and 1.2 above any legal proceedings in any jurisdiction, the sole purposes of which allege that the Trustee or any other fiduciary under this Trust Deed has committed a breach of trust or a breach of fiduciary duty under this Trust Deed but which, save for the alleged breach of trust do not involve a challenge to any of the matters specified in Clause 23.1 hereof, shall not be Hostile Proceedings

23.11

In the event that any of the provisions contained in this Clause shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, such provisions shall to the extent required (but not further or otherwise) be severed from this Clause without modifying the remaining provisions thereof and shall not in any way affect any other circumstances or the validity or enforcement of this Clause

23.12

The Trustees shall notify the trustees of The Economic Trusts and the Silver Trust that the Hostile Beneficiary is an Excluded Person under this settlement within 28 days of the Trustees receiving notice that Hostile Proceedings have been initiated. Such notification shall be in writing and shall specify the name

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of the Hostile Beneficiary and the date of the initiation of the Hostile Proceedings and shall be delivered to the last known address of The Economic Trusts' trustees and the Silver Trust’s Trustees as provided to the Trustees by The Economic Trusts' Trustees and the Silver Trust’s Trustees in writing

24.	IRREVOCABILITY

This settlement shall be irrevocable

IN WITNESS of which this document has been duly executed and delivered as a deed by each of the parties on the day and the year first stated above

PAGE 14

SCHEDULE 1

THE INITIAL TRUST FUND

US $1000

PAGE 15

SCHEDULE 2

ADDITIONAL POWERS AND IMMUNITIES

1.	POWERS OF DISPOSITION

The Trustees may with the prior or simultaneous written consent of the Protector sell or otherwise dispose of any asset or permit or cause the disposal of any asset held by corporate bodies of which voting and/or economic interests are held as part of the Trust Fund or subsidiaries of such companies with all the powers of disposition and powers ancillary thereto of a beneficial owner absolutely entitled including but without limiting the generality of the foregoing the power to grant options and give warranties or indemnities

2.	POWER OF INVESTMENT

2.1

The Trustees may invest and subject to paragraph 1 of this schedule change investments with the same unrestricted freedom in their choice of investment (including but without limiting the generality of the foregoing investment in non-income producing assets or unsecured loans with or without interest) as if they were a beneficial owner absolutely entitled

2.2	The Trustees may invest in or retain any asset including one line of stock without any obligation to diversify or considering diversifying the investment of the Trust Fund

2.3

Notwithstanding paragraphs 2.1 and 2.2 the Trustees shall not invest in assets or investments situated or resident or incorporated or listed (whether deemed or actual) in the United Kingdom without seeking professional tax advice in respect thereof as to the advantages and disadvantages of doing so from a lawyer or tax accountant of at least 10 years' standing practising in the United Kingdom

3.	RETENTION OF ASSETS

Without in any way limiting any other provision of this settlement, the Trustees may in their absolute discretion accept assets as part of the Trust Fund on the basis that they will be retained and not disposed of or on such other terms as the Trustees think fit

4.	POWER TO PROVIDE A RESIDENCE

The Trustees may purchase any immovable property of any tenure anywhere in the world or any interest therein or right in respect thereof for use or enjoyment by a Beneficiary of this settlement in accordance with the power contained in paragraph 6 below and may retain alter furnish or improve the same

5.	JOINT PROPERTY

The Trustees may acquire property jointly with any person and may blend the whole or any part of the Trust Fund with other property

6.	OCCUPATION OF PROPERTY AND ENJOYMENT OF CHATTELS

The Trustees may permit the use occupation or custody of any land or chattels by

6.1	Any person with a right to income from such land or chattels or

6.2	Any person while that person is the object of a trust or power affecting such land or chattels

PAGE 16

upon such conditions as to payment of rent taxes and other expenses and outgoings and as to insurance repair and decoration and for such period and generally upon such terms as the Trustees think fit

7.	POWER IN RELATION TO IMMOVABLE PROPERTY

The Trustees may purchase rent sell (whether by public auction or private treaty) exchange convey lease mortgage charge agree to let license and otherwise conduct the management of immovable property of any tenure anywhere in the world or any interest therein or right in respect thereof as if the Trustees were a beneficial owner absolutely entitled and in so doing may make any outlay out of income or capital and so that no mortgagee or chargee or intending mortgagee or chargee shall be concerned about the purpose of any such mortgage or charge or the circumstances or propriety of the same or the application of any monies raised

8.	POWER TO DEVELOP LAND

The Trustees may improve or develop any land building or other structure which (or any interest in which) is comprised in the Trust Fund and in particular may erect enlarge improve rebuild renew or repair any building or other structure on such land

9.	POWER TO CARRY ON A BUSINESS

9.1

The Trustees may carry on or assist in carrying on any business trade or venture in the nature of trade (whether as sole proprietor or in partnership or as directors or holders of any other office or employment in any company or through any other form of joint venture) and may act or concur in acting in all matters relating to such business trade or venture as if the Trustees were a beneficial owner absolutely entitled

9.2	The Trustees may apply or lay out in such business any capital or income that may be for the time being held on the same trusts as the business assets or their income

9.3	The Trustees may employ or concur in employing persons to manage or work in such business and may delegate as they think fit to any person whom they think fit all or any of their powers in relation to such business

10.	ARBITRATION

The Trustees may refer to arbitration or to the determination of any expert any question or matter which may include but without limiting the generality of the foregoing

10.1	The amount of the rent or other payment to be reserved by any lease tenancy agreement or licence

10.2	The covenants to be contained in any such lease tenancy agreement or licence and

10.3	All disputes between any tenant or licensee and the reversioner or licensor

11.	POWER TO PROMOTE COMPANIES

11.1	The Trustees may promote any company or other legal entity in any part of the world and may subscribe for stock or debentures

11.2	The Trustees may transfer by way of loan or otherwise to any company or other legal entity in which this settlement is interested all or any part of the capital or incomeof the Trust Fund in such manner and upon such terms as the Trustees think fit

PAGE 17

12.	RE-ARRANGEMENT OF COMPANY CAPITAL AND WINDING UP

12.1	The Trustees may deal as they think fit with any rights they may have either as creditors of any company or in relation to the capital of any company

12.2	They may (whether as part of a corporate reconstruction or otherwise) exchange such rights for options stock shares debentures debenture stock or loan capital in that company or in any other company or underwrite or sub-underwrite or guarantee any such transaction

12.3	They may (when concurring in a winding up or liquidation of such company) accept a distribution of the company’s assets in specie

13.	COMPANY SUPERVISION

13.1

The Trustees shall have no duty to inquire into the management or conduct of any company or other corporate entity in which this settlement is interested (whether or not they have control of the company) unless they have actual notice of circumstances which call for inquiry and in particular they may (in the absence of such circumstances) leave the conduct of the business or such company or corporate entity (including its dividend policy) to its directors proxies

13.2	The Trustees may give proxies or powers of attorney with or without power of substitution for voting or acting on behalf of the Trustees as owners of any property comprised in the Trust Fund

14.	WAIVER OF DIVIDENDS

The Trustees may waive or cause to be waived the right to receive future dividends on any shares or securities comprised in the Trust Fund or in which the Trust Fund is interested

15.	POWER OF APPROPRIATION

15.1

The Trustees may appropriate any asset, or any part of any asset, comprised in the Trust Fund in or towards satisfaction of any interest or share in the Trust Fund as may in all the circumstances appear to be just and reasonable. For the above purpose the Trustees may from time to time place such value on any or all investments or other property as they think fit

15.2

Where the Trustees have appointed appropriated or allocated any part of the Trust Fund or any assets comprised within the Trust Fund to be held upon trusts distinct from any other part of the Trust Fund the Trustees may at any time or times transfer any assets comprised in or any part of the capital of any such fund to any other fund which forms part of the Trust Fund in exchange for assets which have a value equal to the open market value of the assets or part so transferred

16.	POWERS TO LEND AND GIVE GUARANTEES

16.1	The Trustees may lend any part of the Trust Fund upon such terms as to interest (if any) and otherwise as the Trustees think fit save that any loan to a person who is not a beneficiary hereunder shall be on fully commercial terms

16.2	The Trustees may guarantee the debts or obligations of any person or any business or company in which the Trust Fund is interested upon such terms as the Trustees think fit and for that purpose charge the Trust Fund as security

PAGE 18

17.	POWER TO INSURE

The Trustees may insure any movable or immovable property

17.1	On such terms as the Trustees think fit

17.2	Paying the premiums for such insurance out of capital or income held on the same trusts as the property or its income or out of the property or its income and

17.3	Applying any money received under such policy as if it were the proceeds of the sale of the property insured

18.	POWER TO BORROW

The Trustees may borrow money upon such terms and for such purposes (including investment) and subject to such conditions as the Trustees think fit which may include without limiting the generality of the foregoing

18.1	Any terms or conditions as to repayment or interest and

18.2	Whether the loan or any part thereof should be secured and if so on what property it should be secured save that no lender shall be concerned about the purpose of any such loan to the Trustees or the circumstances or propriety of the same

19.	POWER IN RELATION TO LIFE POLICIES

The Trustees may effect and maintain insurance policies on the life or lives of any person or persons on such terms as the Trustees shall think fit and they may

19.1	Pay any premium out of the capital or the income of the Trust Fund or partly out of one and partly out of the other

19.2	Deal with any insurance policy as they think fit using it as security for borrowing surrendering or selling it or altering any of its terms whether in relation to premiums or sum assured

20.	POWER TO DELEGATE

20.1

The Trustees may at any time or times during the Trust Period by deed delegate to any person (including any Beneficiary or Beneficiaries) for any period in any manner and upon such terms as the Trustees think fit all or any of the trusts powers duties and discretions of or in relation to this settlement

20.2

The Trustees may employ and pay at the expense of the income or capital of the Trust Fund agents managers or servants and generally delegate the exercise of any of their powers and discretions as to investment and as to the management of any asset (whether conferred on them by law or by any provision of this settlement) to any other person upon such terms as to remuneration and otherwise (which may include terms authorising self-dealing or providing for limitation of liability) as the Trustees think fit

21.	POWER TO EMPLOY NOMINEES

The Trustees may permit any property to remain in or be transferred into the name of any nominee or to be deposited or left for safekeeping in the possession custody or control of any person upon such terms as to remuneration or otherwise (which may include terms authorising self-dealing or providing for limitation of liability) as the Trustees think fit

PAGE 19

22.	POWER TO EMPLOY INVESTMENT ADVISERS

The Trustees may employ upon such terms as to remuneration and otherwise (which may include terms authorising self-dealing or providing for limitation of liability) any person or persons in any part of the world as an investment adviser for the purpose of advising them on the investment policy to be followed in the administration of the Trust Fund

23.	POWER TO TAKE COUNSEL'S OPINION

The Trustees may take the opinion of legal counsel in any part of the world concerning any matter in any way relating to this settlement or to the Trustees' powers duties and discretion of or in connection with this settlement

24.	POWER TO GIVE INDEMNITIES

The Trustees may enter into any indemnity in favour of any former Trustee or any other person in respect of any tax or taxes of any kind or other fiscal imposition or other liability in respect of the Trust Fund or otherwise in connection with this settlement and may charge or deposit all or any part of the Trust Fund as security for such indemnity in such manner in all respects as the Trustees think fit

25.	POWER TO HAVE ACCOUNTS AUDITED

The Trustees may from time to time and at such intervals as they shall think fit cause the accounts kept by themselves hereunder to be examined or audited by such person or persons as they shall designate and to pay the costs of such examination or audit out of the capital or income of the Trust Fund or partly out of one and partly out of the other

26.	RELEASE OF POWERS

The Trustees may by deed at any time or times extinguish release or restrict in any manner whatever (including so as to bind their successors as Trustees) the future exercise of any power or discretion vested in them (including this present power) notwithstanding that such power may be vested in them in a fiduciary capacity

27.	POWER TO APPORTION

The Trustee may:

27.1

Treat as income or as capital any dividends stock dividends rights interests rents issues and profits derived from any property at any time constituting the whole or any part of the Trust Fund and generally determine what part of the receipts is income and what is capital whether or not such property is wasting hazardous or unproductive or was purchased at a premium or discount and notwithstanding the time when such dividends stock dividends rights interest rents issues or profits were earned accrued declared or paid

27.2	Make such reserves out of income or capital as the Trustees deem proper for the expenses taxes and other liabilities of this settlement

27.3

Pay from income or capital or apportion between income and capital any expenses of making or changing investments and of selling exchanging or leasing including brokers' commissions and charges and generally determine what part of the expenses of this settlement shall be charged to capital and what part to income and determine as between separate funds and separate parts or shares the allocation of income gains profits losses and distributions

PAGE 20

so that any decisions of the Trustees under this paragraph whether made in writing or implied from their acts shall so far as the law may permit be conclusive and binding on the Beneficiaries and all persons actually or prospectively interested under this settlement

28.	POWER TO EFFECT COMPROMISES

The Trustees may:

28.1	Accept any property before the time at which it is transferable or payable

28.2	Pay or allow any debt or claim on any evidence which they may think sufficient

28.3	Accept any composition or any security movable or immovable for any debt or other property

28.4	Allow any time for payment of any debt

28.5	Compromise compound abandon submit to arbitration or otherwise settle any debt account claim or thing whatsoever relating to the Trust Fund or this settlement without being liable for any loss to the Trust Fund thereby occurring

29.	SELF-DEALING

29.1

A trustee of this settlement may enter into any transaction as Trustee notwithstanding that he has an interest in that transaction either personally or as trustee of another trust or as a director officer or employee of a company in which this or any such other trust is interested provided that there is at that time at least one other Trustee of this settlement who is not so interested

29.2	The Protector of this settlement may enter into any transaction as the Protector notwithstanding that he has an interest in that transaction either personally or in any other capacity whatsoever

30.	PERSONAL INTERESTS

Save as otherwise may be provided in this deed the Trustees may exercise or concur in exercising all powers and discretions given to them by this settlement or by law notwithstanding that they or any of them may have a direct or indirect or other personal interest in the mode or result of exercising any such power or discretion and such exercise of such power or discretion may confer on that Trustee a benefit provided that there is at least one other trustee who has no such personal interest

31.	POWER TO TRANSACT WITH TRUSTEES OF OTHER TRUSTS

The Trustees may in execution of any of the trusts hereof or in exercise of any of the powers hereby or by law given to them sell lend or buy any property or borrow property from or carry out any other transaction with the trustees of any other trust or the executors or administrators of any estate notwithstanding that the Trustees or any of them are or is the same person or persons as those trustees executors or administrators or any of them and where the Trustees are the same persons as those trustees executors or administrators the transaction shall be binding on all persons then or thereafter interested hereunder though effected and evidenced only by an entry in the accounts of the Trustees

PAGE 21

32.

RECEIPTS

32.1	Pursuant to Clause 9.2 of this Trust Deed, if any charity is entitled to benefit under this settlement the receipt of the treasurer or other proper officer for the time being of such charity shall be sufficient discharge to the Trustees in respect of such entitlement

32.2

If a distribution or application is to be made under this settlement to or for the benefit of any person under the age of eighteen years then the receipt of his parent or guardian shall be sufficient discharge to the Trustees for the distribution or application and the Trustees shall not be concerned to see to the treatment or application thereof

33.	PAYMENT OF TAX

The Trustees may pay out of the income or capital of the Trust Fund any taxes of any kind or other fiscal imposition which may become payable anywhere in the world in respect of all or any part of the Trust Fund by the Trustees or any person who has transferred property to this settlement or any one or more of the Beneficiaries of this settlement whether or not they are enforceable against the Trustees provided that the Trustees consider any such payment of taxes or other fiscal imposition to be for the benefit of all or any one or more of the Beneficiaries

34.	CONFIDENTIALITY

Subject to the provisions of the law applicable to this settlement and to any order of a court of competent jurisdiction the Trustees shall not be bound to disclose to any person other than the Protector (and the Protector shall be entitled to all deeds documents accounts and other information to enable him to properly carry out his duties) for the time being any document accounts or any other materials concerning the Trust Fund any Beneficiary the deliberations of the Trustees the exercise or proposed exercise of any power or discretion or the performance or proposed performance of any duty or otherwise relating to this settlement

PAGE 22

SCHEDULE 3

SUCCESSOR PROTECTORS

Mr Mittal shall have the power to appoint an individual successor Protector during his lifetime and capacity by declaration in writing which shall take effect during his lifetime from the date or event specified therein but such date or event shall not be prior to the acceptance by the successor Protector of his or her appointment or the delivery of a copy of such declaration to the Trustees and the duration and terms of such appointment shall be specified in the written declaration of appointment

If any such declaration is received by the Trustees pursuant to paragraph 1 above the appointment and its terms shall override any other previous appointment whether contained in this deed or otherwise and for the avoidance of doubt any Protector for the time being shall cease to be Protector upon the acceptance by the new Protector of his or her appointment under a declaration pursuant to paragraph 1 above unless the Protector so appointed has specified a date or event which is or occurs at a date after such acceptance

If no declaration pursuant to paragraph 1 has been received by the Trustees before Mr Mittal's death or during a period in which Mr Mittal is not incapacitated Mr Mittal may appoint a successor Protector by declaration in his last will and testament and such appointment shall take effect from the acceptance by the successor Protector of his or her appointment under Mr Mittal's last will and testament. Any appointment by declaration pursuant to paragraph 1 above shall override any appointment by will in the event of any conflict between the two

During any period of incapacity of Mr Mittal if no declaration pursuant to paragraph 1 above has been received by the Trustees or the terms of such a declaration received by the Trustees do not provide for an effective appointment of a successor Protector during the said period of incapacity of Mr Mittal for any reason whatsoever the successor Protector shall be appointed by declaration in writing and delivered to the Trusteess by the person or persons named in the Fourth Schedule in the order specified therein. The appointment of a successor Protector pursuant to this paragraph 4 shall terminate upon the acceptance by a new Protector of his or her appointment under the terms of a declaration pursuant to paragraph 1 above (whether made prior to the incapacity of Mr Mittal or when he is no longer incapacitated) or if none under the terms of the last w ill and testament of Mr Mittal

Subject to paragraphs 1 to 4 if Mr Mittal fails to appoint a successor Protector or for any reason whatsoever there is no successor Protector for a period of 30 days, the successor Protector shall be appointed by the person or persons named in the Fourth Schedule in the order specified therein. Such person or persons may appoint an individual successor Protector during his, her or their lifetime and capacity by declaration in writing and delivered to the Trustees or by declaration in his or her last will and testament. Any lifetime appointment shall override any appointment by will in the event of any conflict between the two. If the relevant person with the power to appoint the successor Protector named in the Fourth Schedule fails to appoint a successor Protector within 3 months of the office of Protector becoming vacant, the power to ap point a successor Protector shall pass to the next relevant person with the power to appoint the successor Protector listed in the fourth schedule as if the previous appointor has died without exercising the power to appoint a successor Protector in his or her last will and testament

If any declaration appointing a successor Protector is received by the Trustees pursuant to paragraphs 1, 4 or 5 above the appointment and its terms (if accepted by the successor Protector) shall override any other previous appointment by the same appointor whether contained in this deed or otherwise and including an appointment which has not yet come into effect and for the avoidance of doubt any Protector for the time being shall cease to be Protector upon the acceptance by the new Protector of his or her appointment under such a declaration unless the Protector so appointed has specified a date or event which is or occurs at a date after such acceptance

PAGE 23

7.	Any person except the Trustees named in the Fourth Schedule may be appointed (including by self-appointment) to act as Protector of this settlement

After the death or incapacity of both Mr Mittal and Mrs Mittal the Protector must be a child or children of Mr Mittal and Mrs Mittal or one or more of Mr Mittal and Mrs Mittal's remoter issue, so long as there exists such a child or remoter issue of Mr Mittal and Mrs Mittal who (i) has attained the age of 25 years, (ii) is not incapacitated and (iii) is willing to act as Protector

9.	Notwithstanding paragraph 8 of this schedule:

9.1

Subject to any prior appointment of a successor Protector, in the event that Aditya Mittal is the Protector at the time of his death or incapacity, Aditya Mittal leaves a child or children living but who have not yet all satisfied the conditions under paragraph 8 above then provided she is married to Aditya Mittal at the date of his death or incapacity Aditya Mittal's wife Megha Mittal shall be the successor Protector from the date of her acceptance of her appointment as Protector under this Clause until 30 days after the date the youngest of her children (by Aditya Mittal) attains the age of 25 ("the Date")

9.2

In the event that Megha Mittal shall be the Protector by virtue of paragraph 9.1 above Megha Mittal shall prior to the Date nominate any one of her children (by Aditya Mittal) as she shall choose to be appointed as the Protector such appointment to take place on the Date provided the nominated child has accepted his or her appointment as Protector, or the date of acceptance by the nominated child whichever is later

9.3	In the event of Megha Mittal's death or incapacity or no person having accepted the appointment of Protector under this paragraph 9 within 3 months of the office becoming vacant, the provisions of paragraphs 1-5 of this schedule shall determine the appointment of the successor Protector

9.4	This paragraph 9 shall take precedence over paragraph 3 of the provisions of the Fourth Schedule

10.

Notwithstanding anything in this schedule, nor anything contained in a subsequent declaration, no Trustee or former Trustee shall be appointed to act as Protector of this settlement and any appointment purporting to appoint a Trustee or former Trustee of this settlement as Protector shall be null and void ab initio

11.	Notwithstanding anything in this settlement Mr Mittal shall have the power to amend the Fourth Schedule of this settlement by declaration in writing and delivered to the Trustees during Mr Mittal's lifetime and capacity

PAGE 24

SCHEDULE 4

SUCCESSOR PROTECTOR APPOINTORS

12.	Mr Mittal during his lifetime and whilst not incapacitated, and thereafter

13.	Mrs Mittal during her lifetime and whilst not incapacitated, and thereafter

14.	The Trustees of this Settlement for the time being

PAGE 25

Signed as a deed by

LAKSHMI NIWAS MITTAL LAKSHMI NIWAS MITTAL

in the presence of:

Witness signature /s/ Athene Cronshaw

Name Athene Cronshaw

Address 790 Broomwood Road

London SW11 6JN

Occupation Accountant

Signed as a deed by

USHA MITTAL /s/ USHA MITTAL

in the presence of:

Witness signature /s/ Athene Cronshaw

Name Athene Cronshaw

Address 790 Broomwood Road

London SW11 6JN

Occupation Accountant

Executed as a deed by affixing

the common seal of

HSBC TRUSTEE (C.I.) LIMITED

in the presence of:

/s/ Stephen Le Seelleur

Director

Print name Stephen Le Seelleur

/s/ Jacquelyn Marsh

Director/Secretary

Print name Jacquelyn Marsh

EX-7 4 arcelormittal-ex7.htm Unassociated Document

FILED PURSUANT TO SECTION 28

OF THE COMPANIES ACT

THE COMPANIES ACT

OF THE LAWS OF GIBRALTAR

____________________________

COMPANY LIMITED BY SHARES

____________________________

ARTICLES OF ASSOCIATION

“Grandel Limited”

1.	In the interpretation and construction of these Articles, unless there be something in the subject or context inconsistent therewith, the words in the table next hereinafter contained shall bear the meanings set opposite to them respectively.

“A Shares” shall mean those shares of the capital of the Company denominated as such and containing the rights more specifically set out in these Articles.

“A Shareholders” shall mean the duly registered holders for the time being of the A Shares.

The “Act” shall mean the Companies Act and every other Act for the time being in force in Gibraltar concerning companies with limited liability necessarily affecting this Company.

These "Articles" or "These Presents" shall mean the present Articles of Association and all supplementary, amended or substituted Articles for the time being in force.

“B Shares” shall mean those shares of the capital of the Company denominated as such and containing the rights more specifically set out in these Articles.

“B Shareholders” shall mean the duly registered holders for the time being of the B Shares.

The “Board of Directors” shall mean the Directors of the Company from time to time as appointed by the A Shareholders.

The "Company" shall mean “Grandel Limited”

“Distribution” shall mean any distribution in cash by way of dividend (whether out of profits, reserves, share premium or otherwise, including an interim or extraordinary dividend), amortisation of shares or equity interests, reduction of capital and/or share premium, repurchase of shares or payment of liquidation proceeds or profits.

“General Meeting” shall mean any meeting of the A Shareholders.

“Lien” shall mean any lien, mortgage, pledge, security interest, charge or encumbrance.

“LNM” shall mean Mr. Lakshmi N Mittal.

The “Register" shall mean the register of Shareholders to be kept pursuant to the Act.

"Registered Office" shall mean the Registered Office from time to time of the Company.

"Shares" shall mean the shares from time to time in the capital of the Company.

"Shareholders" shall mean, collectively, the duly registered holders from time to time of the A Shares and the B Shares in the capital of the Company.

“transfer” shall mean any transfer, direct or indirect, by way of sale, exchange, contribution, assignment, pledge, gift or other disposition, whether by operation of law or otherwise, and whether voluntarily or involuntarily.

“UM” shall mean Mrs. Usha Mittal.

References to the “children and remoter issue” of any person shall only include his legitimate children and remoter issue whether legitimate or legitimated or adopted provided such adoption was completed before the adoptee attained the age of 18 years but shall exclude any illegitimate person and his remoter issue.

Words importing the singular number also include the plural number and vice versa.

Words importing the masculine gender also include the feminine.

Subject to the provisions hereinafter contained, the regulations in Table "A" being the First Schedule to the Act (hereinafter called Table "A") shall apply to the Company unless specifically disapplied in these Articles. For the avoidance of doubt, in the event that there is a conflict between the provisions of Table A and these Articles, the provisions of the Articles shall prevail and the parties concerned will proceed in accordance with the Articles.

3.	The Company is a Private Company within the meaning of the Act and accordingly the following provisions shall have effect, namely:

(a)	The right to transfer and transmit the Shares of the Company is restricted in the manner hereinafter provided.

(b)

The number of Shareholders of the Company (exclusive of persons who are in the employment of the Company and of persons who have been formerly in the employment of the Company who were, while in such employment and have continued after the determination of such employment to be, Shareholders of the Company) is limited to fifty, provided that where two or more persons hold one or more Shares in the Company jointly, they shall for the purpose of this Article be treated as a single Shareholder.

(c)	Any invitation to the public to subscribe for any Shares or debentures or debenture stock of the Company is hereby prohibited.

(d)	The Company shall not have power to issue Share warrants to bearer.

(e)	The Company does not keep and is prohibited from keeping its Register of Shareholders outside Gibraltar.

4.	The authorised share capital of the Company shall consist of EUR 1,000,010 divided into 1,000 A Shares of nominal value EUR 0.01 each and 1,000,000 B Shares of nominal value EUR 1 each.

Subject to the provisions of Article 6(c) hereof, the authorised share capital of the Company may be increased, altered or modified in any way by the approval of at least 75% of the A Shareholders present or represented at any meeting of the A Shareholders of the Company or by a memorandum in writing signed by all the A Shareholders of the Company for the time being as provided for in Article 17.3 hereof.

The A Shares shall confer on the A Shareholders, by reason of holding A Shares, all voting rights reserved to Shareholders (other than with regard to the limited voting rights reserved to B Shares as outlined below) including without prejudice to the generality of the foregoing, the right to vote in Shareholder meetings called to elect members of the Board of Directors. The A Shares shall not confer on the A Shareholders any rights to dividends or Distributions of any kind or to the proceeds upon liquidation of the Company nor to any other entitlement whatsoever in relation to the property or assets of the Company, nor shall the A Shares confer on the A Shareholders the right to vote in a meeting of Shareholders convened to consider the approval, or otherwise, of a proposal of the Board of Directors to the payment of a dividend or a Distribution to the B Shareholders, which right is reserved exclusively for the B Shareholders in accordance with Article 6(a).

The B Shares shall not confer any voting rights on the B Shareholders (other than as provided hereafter) but shall confer on the B Shareholders by reason of holding B Shares, the sole and exclusive right to receive dividends, Distributions and any other distribution of assets or property of the Company and shall also confer the right to receive the proceeds of any reduction of share capital and/or share premium of the Company and/or a liquidation of the Company. The only voting rights that shall attach to B Shares shall be:

(a)

the right to vote in a meeting of the Shareholders convened to consider the approval, or otherwise, of a proposal of the Board of Directors of the Company to the payment of a dividend or a Distribution to the B Shareholders. For the avoidance of doubt, this right shall not attach to the A Shares;

(b)

the right to elect or remove two B Shareholders’ Representatives (the “B Shareholders’ Representatives”), provided that the removal of either B Shareholders’ Representatives shall require approval of at least 75% of the B Shareholders present or represented at a meeting of the B Shareholders of the Company. For the avoidance of doubt, this right shall not attach to the A Shares; and

(c)

that no amendment to the Articles of Association of the Company that modifies (i) the number of B Shares or other classes of Shares with rights to dividends, Distributions, proceeds upon liquidation, reductions of share capital and/or share premium, of the Company or an entitlement to the property and assets of the Company; (ii) the terms of the B Shares or their right to receive dividends, Distributions, proceeds upon liquidation, reductions of share capital and/or share premium, of the Company and all entitlement to the property and assets of the Company (iii) the provisions of Articles 6, 7(ii), 8, 9, 10, 11 or 13 hereof and (iv) the number or powers of the B Shareholders’ Representatives, may be made without approval of at least 75% of the B Shareholders present or represented at a meeting of the B Shar eholders of the Company (in addition to the approval of at least 75% of the A Shareholders present or represented at any meeting of the A Shareholders of the Company).

Subject to the provisions of Article 3, Article 6 and Article 11 hereof, the Shares of the Company shall be issued by the Directors to such persons at such times and upon such terms and conditions either at a premium or at par and for such consideration as they think fit PROVIDED ALWAYS that (i) any A Shares may only be issued to existing holders of A Shares of the Company pro rata to their existing holdings and (ii) any B Shares may only be issued to existing holders of B Shares of the Company pro rata to their existing holdings.

Dividend Policy

8.	The dividend policy of the Company shall be governed by the following articles.

8.1

At the end of each fiscal year of the Company, the accounts of the Company shall be closed and the Board of Directors (or an accountant appointed by the Company) shall prepare an inventory of assets and liabilities, a balance sheet and a profit and loss account of the Company, each prepared in accordance with the laws of Gibraltar prevailing at the time, in order to determine the ‘distributable reserves’ (as defined below) the Company has available in respect of the fiscal year in question.

Having determined the distributable reserves of the Company and subject to:

(i)

these Articles;

(ii)

the satisfaction of the Company’s working capital requirements and obligations and Financing Requirements; and

(iii)

the satisfaction of the Company’s working capital requirements and obligations and Financing Requirements; and

(iv)

the availability of cash;

at least 90% (ninety percent) of the distributable reserves shall be distributed to the B Shareholders by way of Distribution.

Subject to the provisions of Article 10 hereof, the Board of Directors shall be bound to propose to the B Shareholders that a Distribution to the B Shareholders in such amount be made.

For purposes of this Article 8, “distributable reserves” shall mean in respect of a fiscal year the sum of:

(A)

the net profits for such fiscal year (including any profits on disposals);

(B)

the balance carried forward in respect of undistributed profits of previous fiscal years;

(C)

an amount corresponding to the net book value of any assets sold by the Company during such fiscal year, plus an amount corresponding to any depreciation or impairment of assets recognised with respect to such fiscal year (to the extent such depreciation or impairment has reduced the net profits for such fiscal year) (the “SDI Amount”), and

(D)

any undistributed SDI Amount in respect of previous fiscal years.

For purposes of this Article 8.1, “Financing Requirements” shall mean (x) the financing and expenditure needs and obligations of the Company in connection with direct or indirect investments in ArcelorMittal, a société anonyme incorporated under the laws of Luxembourg, RCS no. 82454 and any successor thereto (“ArcelorMittal”) and its subsidiaries (including without limitation by way of acquisitions of shares or other securities, exercises of subscription rights, loans or other investments) and (y) other financing and expenditu re needs and obligations in an aggregate amount during the term of the Company not to exceed €100 million. For the avoidance of doubt, Financing Requirements shall also include the requirements for any repayment by the Company of any outstanding loans incurred to finance another Financing Requirement of the Company (taking into account the maturity of such loans and opportunities to re-finance such loans) or compliance with the terms thereof. For the further avoidance of doubt, where an amount of distributable reserves shall have been used to finance a financing need pursuant to clause (y) and such amount shall have been reimbursed to the Company, such amount of distributable reserves shall still be counted in determining whether the aggregate limit set forth in clause (y) (i.e., €100 million)has been reached.

For the avoidance of doubt, if no Distribution or a reduced Distribution occurs as a result of the limitations under (i) to (iv) of this Article 8.1, and one or more of such limitations disappear at a later date, the corresponding amounts of distributable reserves that should have been distributed absent such limitations shall be distributed forthwith by the Board of Directors.

The remainder of the net profits, if any, will be allocated to the balance carried forward.

Subject to the provisions of Article 10 hereof, the B Shareholders (or any of them) shall be bound and obliged to approve, ratify and confirm all and any Distributions to the B Shareholders arising under or pursuant to the provisions of this Article and the B Shareholders (or any of them) shall not be capable of withholding or unduly delaying the approval, confirmation and ratification of any Distribution to the B Shareholders arising hereunder and Regulations 89 and 90 of Table ‘A’ shall be modified accordingly and construed subject to the provisions of this Article.

8.2

Where the competent corporate body of a Designated Subsidiary of the Company (as defined below) proposes to its shareholders to pay a dividend or other Distribution in accordance with the organisational documents of such Designated Subsidiary and all applicable laws, the Company shall, in its capacity as shareholder of the Designated Subsidiary, vote in favour of such proposed dividend or Distribution.

Timing of Distributions

The Distributions referred to in Article 8 above shall occur as soon as is reasonably possible (including by way of interim dividend or extraordinary distribution), with due regard to applicable law and regulations (and, to the extent not inconsistent with the provisions of these Articles or applicable law and regulation, at least once a year), and the Board of Directors shall act accordingly.

Override

10.

Notwithstanding the foregoing, the Board of Directors may, by majority vote and only with the agreement and confirmation in writing of all the B Shareholders’ Representatives, propose to the B Shareholders that a Distribution to the B Shareholders in an amount different than that set forth above be made and in such circumstances the B Shareholders shall be obliged to approve, confirm and ratify any such dividends or interim dividends to the B Shareholders as provided herein and the B Shareholders (or any of them) shall not be capable of withholding or unduly delaying the approval, confirmation and ratification of any Distribution to the B Shareholders arising under this Article.

Restrictions on Transfers of B Shares

11.	Any transfer of B Shares in the Company shall be governed by the following provisions:

B Shareholders’ Representatives Approval for Transfers of B Shares

11.1

No B Share may be transferred to any person who is not either: (i) already a B Shareholder or (ii) LNM, UM, a child or remoter issue of LNM and UM, or a company wholly beneficially owned by such persons or the trustees of a trust of which one or more such persons (or any widow or widower of such persons) are the beneficiaries (a “Permitted Transferee”), unless both B Shareholders’ Representatives approve the transfer to such other person and the provisions described in Articles 11.2 to 11.8, both inclusive, are respected.

Rights of First Refusal (“ROFR”) for Transfers of B Shares

11.2

Subject to the provision of Article 11.1, if any B Shareholder wishes to transfer B Shares, for good and valuable consideration, to any person, who is not a Permitted Transferee (such Party being referred to herein as a “Transferor”), then, subject to having received the approval of both B Shareholders’ Representatives in accordance with Article 11.1, the Transferor shall give written notice to each other B Shareholder and to the Company, of the proposed transfer (a “ROFR Notice”).

11.3

The ROFR Notice shall specify the number of B Shares to be transferred (the “ROFR Shares”), the total number of B Shares held by the Transferor on the date of the ROFR Notice, a copy of the bona fide offer made by the third party acquirer and the cash price per B Share to be received therefore (which shall be expressed in EUR or USD, as the case may be, and which may not contain a financing condition) (the “ROFR Price”).

11.4

The ROFR Notice shall constitute an offer to transfer all, but not a portion, of the ROFR Shares to the other B Shareholders (collectively, the “Possible Transferees”) at the ROFR Price, payable solely in cash in EUR or USD (as the case may be), and otherwise upon the terms and conditions set forth in the bona fide offer made by the third party acquirer referred to in paragraph 11.3, upon the following terms and conditions.

11.5

The Possible Transferees may exercise their right only by giving written notice (the “Acceptance Notices”) to the Transferor and to the Company no later than the one hundred eightieth (180th) day following the date the ROFR Notice is given. The Acceptance Notices shall state the number of ROFR Shares with respect to which each Possible Transferee accepts the Transferor’s offer to transfer the ROFR Shares at the ROFR Price.

11.6

If there are multiple Possible Transferees who have delivered an Acceptance Notice (the “Accepting Transferees”), each Accepting Transferee shall be allocated an amount of the ROFR Shares equal to the product of (x) the aggregate number of ROFR Shares to be sold by the Transferor to the Accepting Transferees, and (y) a fraction equal to the number of B Shares set forth in such Accepting Transferee’s Acceptance Notice divided by the aggregate number of B Shares set forth in all the Acceptance Notices delivered by Accepting Transferees.

11.7	Closing of the transfer of the ROFR Shares shall take place, unless the Transferor and the Possible Transferees agree in writing to a different date, one hundred and ninety-five (195) days following the date of sending of the ROFR Notice.

11.8

If the Possible Transferees do not give a valid and effective Acceptance Notice for all of the ROFR Shares within the time period required under Article 11.5 above, then the Transferor may transfer all the ROFR Shares not acquired by the Possible Transferees to the third party acquirer mentioned in the ROFR Notice and to no other person, within thirty (30) days following the date on which the period for giving a valid Acceptance Notice expired, so long as the price per B Share at which the ROFR Shares are transferred is not less than the ROFR Price and the transfer occurs on the terms and conditions set forth in the bona fide offer referred to in Article 11.3.

Registration of transfer of Shares

12.

Subject to Article 11, the Directors may, in their absolute discretion and without assigning any reason therefore, decline to register any transfer of any Share whether or not it is a fully paid Share, PROVIDED HOWEVER that the Directors shall not withhold or unduly delay their approval to register any transfer of B Shares in circumstances where the provisions of Article 11 have been complied with. Regulation 17 of Table ‘A’ shall not apply.

Certain Rights of the B Shareholders’ Representatives

13.1

Where the organisational documents of any entity, the share capital of which is majority owned, directly or indirectly, by the Company, provide for the election of one or more persons with a role substantially similar to that of the B Shareholders’ Representatives of the Company (including, for the avoidance of doubt, where such persons are also directors of such entity) (each, a “Sub B Representative” and such entity, a “Designated Subsidiary”), then, subject to the provisions of Article 8.2, the B Shareholders’ Representatives only shall have the exclusive right to (i) nominate the person(s) for consideration by the Board of Directors to be nominated or voted as Sub B Representatives (the “Proposed Sub B Representatives< /font>”) at the shareholders meeting of the Designated Subsidiary and (ii) to make one or more proposals to the Board of Directors with respect to the vote of the Company at the shareholders meeting of the Designated Subsidiary on any Distribution by the Designated Subsidiary (the “Proposed Sub Distribution”). The B Shareholders’ Representatives shall act unanimously in the case of the proposal of a Proposed Sub Distribution and the nomination of a Proposed Sub B Representative; provided that each shall have the right acting individually to nominate one person in the case of the election of more than one Proposed Sub B Representative. Provided it is not contrary to the best interests of the Company and subject to the provisions of Article 8.2, the Board of Directors shall approve in a timely manner (i) the Proposed Sub B Representatives and (ii) the Proposed Sub Distribution, and cause the Company to carry out the corresponding n omination(s) or vote(s) at the shareholders meeting of the Designated Subsidiary. The same rule applies with respect to any proposal to remove and, if deemed appropriate, to replace a Sub B Representative.

13.2

The approval by the Company in its capacity as a shareholder of a Designated Subsidiary of any amendment to the organisational documents of such Designated Subsidiary (the “Sub Articles”) that (i) modifies the provisions relating to its dividend policy or any Distribution, (ii) modifies the powers or rights of the Sub B Representatives of such Designated Subsidiary, (iii) modifies the dispositions specifically governing the decision to grant any Liens over any interest, share or security held by such Designated Subsidiary in another Designated Subsidiary or in ArcelorMittal in order to secure compliance with the terms of any contract or agreement for the borrowing of money, or (iv) modifies the provisions or rules of the Sub Articles that govern any amendments to the provisions of the Sub Articles referred to in (i) and (iii) specified in this Article, shall require, in addition to the approval of the Board of Directors, the agreement and confirmation in writing of all the B Shareholders’ Representatives.

13.3

The Board of Directors shall seek and obtain the agreement and confirmation in writing of all the B Shareholders’ Representatives before granting any Lien over any interest, share or security held by the Company in a Designated Subsidiary or in ArcelorMittal in order to secure compliance with the terms of any contract or agreement for the borrowing of money.

Lien

14.	The Company shall have a lien on every A Share or B Share which is not fully paid up and Regulation 7 of Table 'A' is hereby disapplied.

Meetings of Shareholders

15.1

Subject to the provisions of section 157 of the Act, an annual meeting of the A Shareholders of the Company shall be held once in every calendar year at such time and place as the Directors shall appoint. In default of any meetings of the A Shareholders being held during the period specified, any such meetings may be convened to be held at any time during the next succeeding month and may be convened by any two A Shareholders (or in the case of the Company having a single A Shareholder that one A Shareholder) in the same manner as nearly as possible as that in which any meetings of the A Shareholders of the Company are to be convened by the Directors. All meetings of the A Shareholders other than any annual meetings of the A Shareholders that may be held shall be called Extraordinary General Meetings.

15.2.

The Directors may, whenever they think fit, convene an Extraordinary General Meeting of the A Shareholders and such meetings shall also be convened by such requisitionists as provided by Section 159 of the Act. If at any time there are not sufficient Directors available capable of acting to form a quorum, any Director or any two A Shareholders (or in the case of the Company having a single A Shareholder that one A Shareholder) of the Company may convene an Extraordinary General Meeting of the A Shareholders in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

15.3	Any B Shareholder may whenever he thinks fit convene a meeting of the B Shareholders for the purpose of only considering any of the matters specifically set out in Article 6 hereof.

Notice of and proceedings at Meetings of A and B Shareholders

16.1

Subject otherwise to the provisions of section 163 (2) of the Act relating to special resolutions, seven days notice at least (exclusive of the day on which notice is served or deemed to be served but inclusive of the day for which notice is given) specifying the place, the day and the hour of the meeting and in the case of special business, the general nature of such business, shall be given in manner provided by regulation 103 of Table "A" or in such other manner (if any) as may be prescribed by the Directors to such persons as are, under these Articles of the Company, entitled to receive such notices from the Company, but with the consent of all the members entitled to receive notice of such particular meeting, that meeting may be convened by such shorter notice and in such manner as those members may think fit.

Regulation 44 of Table “A” shall not apply to the Company.

16.2

Subject to the provisions of Article 16.3, no business shall be transacted at any meeting of the A Shareholders unless a quorum of two A Shareholders are present at the time when the A Shareholder meeting proceeds to business; save as herein otherwise provided, two A Shareholders, present in the A Shareholder meeting, either in person or by proxy (or in the case of the Company having a single A Shareholder that one A Shareholder) shall be a quorum. Regulation 45 of Table "A" shall be modified accordingly.

16.3

In circumstances where a meeting of the A Shareholders properly convened (the “First A Meeting”) cannot proceed to business because it is inquorate, a second meeting (the “Second A Meeting”) of the A Shareholders shall be reconvened in accordance with the provisions of Article 15.2 to be held within fourteen days of the date of the First A Meeting and at the Second A Meeting one A Shareholder only, present either in person or by proxy, shall be a quorum and shall enable the Second A Meeting to proceed to business.

16.4

Subject to the provisions of Article 16.5, no business shall be transacted at any meeting of the B Shareholders unless a quorum of two B Shareholders are present at the time when the B Shareholder meeting proceeds to business; save as herein otherwise provided, two B Shareholders, present in the B Shareholder meeting, either in person or by proxy (or in the case of the Company having a single B Shareholder that one B Shareholder) shall be a quorum PROVIDED ALWAYS that the B Shareholders shall be capable only to make decisions, exercise discretion and pass resolutions which are binding on the Company and on the A Shareholders in relation to those matters which are specifically set out in Article 6 hereof. Regulation 45 of Table "A" shall be modified accordingly.

16.5

In circumstances where a meeting of the B Shareholders properly convened (the “First B Meeting”) cannot proceed to business because it is inquorate, a second meeting (the “Second B Meeting”) of the B Shareholders shall be reconvened in accordance with the provisions of Article 15.3 to be held within fourteen days of the date of the First B Meeting and at the Second B Meeting one B Shareholder only, present either in person or by proxy, shall be a quorum and shall enable the Second B Meeting to proceed to business.

16.6

At any meeting of the A Shareholders a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of a show of hands) demanded by one A Shareholder present in person or by proxy and entitled to vote. Unless a poll is so demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or not carried by a particular majority, an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution.

16.7

At any meeting of the B Shareholders a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of a show of hands) demanded by one B Shareholder present in person or by proxy and entitled to vote. Unless a poll is so demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or not carried by a particular majority, an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution PROVIDED ALWAYS that the B Shareholders shall be capable only to make decisions, exercise discretion and pass resolutions which are binding on the Company and on the A Shareholders in relation to those matters which are specifically set ou t in Article 6 hereof.

Votes of Shareholders

17.1

On a show of hands every A Shareholder present in meetings of the A Shareholders, either in person or by proxy, and entitled to vote, shall have one vote, and on a poll every A Shareholder present in such meeting, either in person or by proxy, shall have one vote for each Share of which he is the holder. In the case of an equality of votes, whether on a show of hands or a poll, the Chairman of the meeting shall have a second or casting vote.

17.2

On a show of hands every B Shareholder present in meetings of the B Shareholders, either in person or by proxy, and entitled to vote, shall have one vote, and on a poll every B Shareholder present in such meeting, either in person or by proxy, shall have one vote for each Share of which he is the holder. In the case of an equality of votes, whether on a show of hands or a poll, the Chairman of the meeting shall have a second or casting vote PROVIDED ALWAYS that the B Shareholders shall be capable only to make decisions, exercise discretion and pass resolutions which are binding on the Company and on the A Shareholders in relation to those matters which are specifically set out in Article 6 hereof.

17.3

A memorandum in writing signed by all the A Shareholders of the Company for the time being and pasted in or attached to the minute book shall be as effective for all purposes as a resolution of the Company passed by the A Shareholders at a meeting of the A Shareholders duly convened and constituted, and may consist of several instruments in like form each executed by one or more of the A Shareholders.

17.4

A memorandum in writing signed by all the B Shareholders of the Company for the time being and pasted in or attached to the minute book shall be as effective for all purposes as a resolution passed by the B Shareholders at a meeting of the B Shareholders duly convened and constituted, and may consist of several instruments in like form each executed by one or more of the B Shareholders PROVIDED ALWAYS that the B Shareholders shall be capable only to make decisions, exercise discretion and pass resolutions which are binding on the Company and on the A Shareholders in relation to those matters which are specifically set out in Article 6 hereof.

Directors

18.1	The Board of Directors of the Company shall consist of five (5) or more Directors, all of which shall be elected by the A Shareholders, subject to the provisions of 18.2.

18.2	In case there are two or more A Shareholders, each A Shareholder owning at least 20% of the A Shares shall be entitled to appoint 20% of the members of the Board of Directors as long as such shareholder continues to hold at least 20% of the A Shares.

18.3	The Board of Directors of the Company shall, unless otherwise provided for in the Articles of Association, be vested with the broadest authority to manage and represent the Company.

18.4

The Company may from time to time pursuant to a meeting of the A Shareholders increase or reduce the number of Directors (provided that the number of Directors shall not be less than five (5)). Any casual vacancy occurring in the Board of Directors may be filled by the Directors appointing another person (except for any person who is a B Shareholders’ Representative) to fill the vacancy. The Directors may also appoint additional Directors, subject to the maximum number permitted from time to time.

18.5 The office of a Director or Managing Director shall be vacated:

(a)

if he is adjudged bankrupt.

(b)

if he becomes of unsound mind.

(c)

if he is absent from the meetings of the Directors for six months without the leave of a majority of the other Directors.

(d)

if by notice in writing left at or sent to the office of the Company, he resigns.

(e)

if he becomes prohibited by law from acting as a Director.

(f)

if he is removed from office under the provisions of Article 18.6 hereof.

Regulation 72 of Table "A" shall not apply to the Company.

18.6

The Company may, by ordinary resolution of the A Shareholders for which special notice has been given, or by special resolution of the A Shareholders, remove any Director from office, notwithstanding any provisions of these presents or of any agreement between the Company and such Director, but without prejudice to any claim he may make for damages for breach of such agreement. The Company may, by ordinary resolution of the A Shareholders, appoint another person (except for any person who is a B Shareholders’ Representative) to be a Director in the place of a Director so removed from office. In default of such appointment the vacancy so arising may be filled by the Directors as a casual vacancy. For the avoidance of doubt, the provisions of this Article shall not bind or affect the B Shareholders’ Representatives, who in any event, may only be removed in their capacity as B Shareholders’ Representatives by the B Shareholders.

18.7

The Business of the Company shall be managed by the Directors, who may pay all expenses in the formation and registration of the Company, and may exercise all such powers of the Company as are not by Act or by these Articles required to be exercised by the Company in general meeting of the A Shareholders or the B Shareholders (subject, nevertheless, to the provisions of these Articles (including without limitation those provisions setting out the powers of the B Shareholders’ Representatives) and of the Act), but no regulation made by the Company in general meeting of the A Shareholders shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general powers conferred upon the Directors by this Article shall not be deemed abri dged or restricted by any specific power conferred upon the Directors by any other Article.

18.8

All acts bona fide done by any meeting of the Board of Directors or of any committee of the Board of Directors, or by any person acting as a Board member, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a Board member.

B Shareholders’ Representatives

19.1

The B Shareholders’ Representatives shall, in all circumstances, only be capable of and entitled to exercise those powers specifically set out in Articles 10, 11 and 13 hereof. The B Shareholders’ Representatives shall be entitled to exercise such powers whenever and in whichever manner they deem expedient and any meetings which the B Shareholders’ Representatives may decide to hold shall always be convened and held independently of any meetings of the Directors.

19.2	In order for any meeting of the B Shareholders’ Representatives to be valid and effective, it shall be necessary for both B Shareholders’ Representatives to attend the meeting either in person, by proxy or by telephone or video conference.

19.3

Any decisions and/or recommendations of the B Shareholders’ Representatives in connection with any matter specifically set out in Articles 10, 11 and/or 13 hereof, shall be communicated to the Directors in writing at any time after any such decisions have been taken and in any event, no later than 14 days after any such decisions have been taken.

19.4	A B Shareholder Representative shall not be required to hold any Shares in the Company. Regulation 66 of Table "A" shall not apply to the Company.

19.5.

The B Shareholders’ Representatives shall not be, and shall not be deemed to be, Directors of the Company or members of the Board of Directors, and shall only have the powers attributed to them pursuant to Articles 10, 11 and 13.

19.6.

Without prejudice to the powers of the B Shareholders’ Representatives as referred to in Article 19.1, the B Shareholders’ Representatives shall have no authority to manage or represent the Company or participate in meetings of the Board of Directors.

Proceedings of Directors

20.	The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be the majority of Directors in office.

Telecommunications Meetings

21.

Any Director or alternate Director may participate in a meeting of the Directors or any committee of the Directors by means of conference telephone or other telecommunications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

22.

A Memorandum in writing signed by all of the Directors for the time being, and pasted in or attached to the minute book, shall be as valid and effectual for all purposes as a resolution of the Directors passed at a meeting duly convened held and constituted and may consist of several instruments in the like form each executed by one or more of the Directors.

23.

A Director shall have power to nominate in writing any person (other than a person who is a B Shareholders’ Representative) to act as alternate Director in his place during his absence from the place where meetings are held or inability for any reason to act as such Director, and on such appointment being made the alternate Director shall (except as regards remuneration) be subject in all respects to the terms and conditions existing with reference to other Directors, and each alternate Director while so acting shall exercise and discharge all the powers and duties of the Director he represents. If the alternate Director is himself a Director of the Company, he shall be entitled to vote in his capacity as Director as well as in the capacity of alternate Director. An alternate Director shall not be entitled to attend or vote at any Meeting of the Board at which the Director who appointed him is present. A Director may at any time in writing revoke the appointment of any alternate Director appointed by him and appoint another person in his place, and if a Director making such appointment as aforesaid shall cease to be a Director the person appointed by him shall thereupon cease to have any power or authority as alternate Director. An alternate Director shall look for his remuneration (if any) to the Director appointing him and not the Company.

Powers and Duties of Directors

24.

The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director or other officer or servant who has held any other salaried office or place of profit with the Company or to his widow or dependants and make contributions to any fund and pay premiums for the purchase or provision of any such gratuity pension or allowance.

25.	The provisions of Regulation 70 of Table 'A', in so far only as they relate to the duties of Directors present at any meeting to sign their names in a book to be kept for that purpose, shall not apply to the Company.

Directors Interest

26.

A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any Meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the Meeting for consideration.

Borrowing Powers

27.

Subject to the provisions of Article 13.3, the Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, and to give guarantee and to issue debentures, debenture stock and other securities whether outright or as a security for any debt, liability or obligations of the Company or of any third party. Regulation 69 of Table 'A' shall not apply to the Company.

28.

Subject to the provisions of Article 3, Article 6 and Article 7 hereof, the Directors may borrow or raise any such moneys as aforesaid upon or by the issue or sale of any bonds, debentures, debenture stock, or securities, and upon such terms as to time of repayment, rate of interest, price of issue or sale, payment of premium or bonus upon redemption or repayment or otherwise as they may think proper, including, subject to the provisions of Article 3, Article 6 and Article 7 hereof, a right for the holders of bonds debentures, debenture stock or securities to exchange the same for Shares in the Company of any class authorised to be issued.

29.

Subject as aforesaid, the Directors may secure or provide for the payment of any moneys to be borrowed or raised by a mortgage of, or charge upon, all or any part of the undertaking or property of the Company, both present and future, and confer upon any mortgagees or persons in whom any debenture, debenture stock or security is vested such rights and powers as they think necessary or expedient, and they may vest any property of the Company in trustees for the purpose of securing any moneys so borrowed or raised and confer upon the trustees or any debenture holders such rights and powers as the Directors may think necessary or expedient in relation to the undertaking or property of the Company, or the management or the realisation thereof, or the making, receiving or enforcing of calls upon the members in respect of unpaid capital and otherwise and may make and issue debentures to trustees for the purpose of further secur ities and any such trustee may be remunerated.

30.	The Directors may give security for the payment of moneys payable by the Company in like manner as for the payment of money borrowed or raised.

31.	The Directors shall cause a proper register to be kept in accordance with the Act of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of the Act in relation and otherwise.

Accounts and Balance Sheets

32.1	The Directors shall cause to be kept proper books of account with respect to:

(i)

All sums of money received and expended by the Company and all bills and receipts and other matters in respect of which the receipt and expenditure takes place.

(ii)

All the work and operations and purchases and sales of goods by the Company.

(iii)

The assets and liabilities of the Company.

32.2	The books of account shall be kept at the Registered Office of the Company, or at such other place as the Directors think fit, and shall at all times be open to inspection by the Directors.

32.3	An auditor shall be appointed and duties regulated in accordance with the Act.

32.4

The Directors shall, in accordance with the Act, cause to be made out in every year and to be laid before the Company in general meeting a balance sheet and profit and loss account to be decided upon by the Directors, and made up to a date not earlier than the date of the meeting by more than nine months.

32.5	Regulation 101 of Table "A" shall not apply to the Company.

Secretary

33.	A Secretary shall be appointed by the Directors for such term at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.

Winding Up

34.

If the Company shall be wound up the liquidator may, with the sanction of an extraordinary resolution of the Company and any other sanction required by the Act, divide amongst the B Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of contributories as the liquidator with the like sanction shall think fit, but so that no B Shareholder shall be compelled to accept any shares or other securities whereupon there is any liability.

Indemnity

35.

The Directors, Managers, Secretary and other Officers or Servants for the time being of the Company acting in relation to any of the affairs of the Company, or every one of them shall be indemnified and secured harmless, to the extent permitted by the laws of Gibraltar, out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they, or any of them, shall or may incur or sustain by reason of any contract entered into or act done, concurred in or omitted in or about the execution of their duty or supposed duty, except such (if any) as they shall incur or sustain by or through their own wilful neglect or wilful default respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them, or for joining in any receipt for the sake of conformity or for any bankers or other persons with whom any moneys o r effects belonging to the Company shall or may be lodged or deposited for safe custody, or for any defect of title of the Company to any property purchased, or for any insufficiency or deficiency of or defect of title of the Company to any security upon which any moneys of or belonging to the Company shall be placed out or invested, or for any loss, misfortune or damage resulting from any such cause as aforesaid or which may happen in the execution of their respective office or in relation thereto, except the same shall happen by or through their own wilful neglect or wilful default respectively.

Place of Meetings

36.	Any meetings of the Directors, the A Shareholders, B Shareholders or the B Shareholders’ Representatives, held in accordance with the provisions of these Articles, may be held in Gibraltar or elsewhere in the world.

Seal

37.	The Company shall have power to have an official seal for use in Gibraltar as provided in Section 15(3) of the Act.

38.	The Company shall have power to have an official seal for use abroad as provided in Section 50 of the Act.

39.

The Directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Directors or of a Committee of the Directors authorised by the Directors on their behalf, and every instrument to which the seal shall be affixed shall be signed by a Director or by some other person appointed by the Directors for the purpose and shall be countersigned by the secretary or by a Second Director or by some other person appointed by the Directors for the purpose. Regulation 71 of Table 'A' shall not apply to the Company.

Transfer by way of redomiciliation

40.

The Company shall, in accordance with the provisions of the Companies (Redomiciliation) Regulations 1996 (or any modification or reenactment thereof) and with the approval of a Special Resolution, have the power to register by way of redomiciliation as a body corporate under the law of any jurisdiction outside Gibraltar and to be deregistered in Gibraltar.

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