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Arcelor Board Recommends Revised Mittal Steel Offer

July 10, 2006 — Arcelor has published a recommendation by its Board of Directors to tender Arcelor ordinary shares and convertible bonds into Mittal Steel's revised offer.

The recommendation was issued following publication of Mittal Steel's revised offer on July 5. Among other considerations, the Board noted that revisions to Mittal Steel's offer provide higher value, better corporate governance and an improved industrial project for the combined group and Arcelor shareholders.

The Board received a fairness opinion from Morgan Stanley & Co. Limited in connection with the revised offer for Arcelor ordinary shares. The conclusion of the opinion is as follows: “Based on and subject to the foregoing, we are of the opinion on the date hereof that the offer consideration is fair from a financial point of view to holders of Arcelor ordinary shares.”

“Morgan Stanley & Co. Limited's opinion is addressed to the Board of Directors of Arcelor and may be used solely in connection with and for the purpose of its evaluation of Mittal Steel's offer. It is not addressed to and may not be relied upon by any third party, including for the avoidance of doubt any holder of Arcelor ordinary shares.”


Arcelor holds leadership positions in its main markets: automotive, construction, household appliances and packaging as well as general industry. The company endeavors to further expand internationally in order to capture the growth potential of developing economies and offer technologically advanced steel solutions to its global customers. In 2006, Arcelor employs 110,000 associates in over 60 countries. The company places its commitment to sustainable development at the heart of its strategy and ambitions to be a benchmark for economic performance, labor relations and social responsibility.