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Arcelor Board Takes Measures to Ensure Dofasco Integration

April 5, 2006 — Arcelor's Board of Directors recently took a number of measures in favor of its shareholders, including an increase in its dividend and transferal of its Dofasco shares to an independent Dutch foundation.

At the next General Shareholders' Meeting, Arcelor’s Board of Directors intends to propose a dividend increase from EUR 1.20 to EUR 1.85 per share.

The modification reflects Arcelor's confidence in its results as well as in its capacity to achieve the value plan presented by its Management Board on last February 27.

The amount also matches the goal of a 30% distribution rate of the group's net results for 2005, in line with the announced improvement of dividend distribution policy.

The acquisition of Dofasco—a key milestone in Arcelor's North American strategy—will enable Arcelor to become a major supplier to the American automotive industry, building on its longstanding alliance with Dofasco. This acquisition also gives Arcelor access to significant iron ore resources in North America. It will generate important synergies and is one of the cornerstones of Arcelor's value plan.

As the sale of Dofasco would have strongly negative consequences for the group (in particular by providing a competitor with the Extragal(TM) technology) the Arcelor Board of Directors has unanimously resolved to prevent a sale of Dofasco that would be against the interests of Arcelor.

Accordingly, effective April 3, 2006, the Arcelor group transferred its shares in Dofasco to an independent Dutch foundation named "Strategic Steel Stichting" (S3). Arcelor will therefore retain full control over Dofasco, including all decision-making power and all economic interest relating to Dofasco, with the exception of any decision to sell Dofasco:

  • The S3 Board members will have independent control over any decision to sell Dofasco with a view to protecting the interests of Arcelor, its integrity and its stability.
  • S3 will be in place for at least five years unless the S3 Board decides to dissolve it.

Joseph Kinsch, Chairman of the Board of Directors, said, "The acquisition of Dofasco is a key part of our profitable growth strategy and our vision of industry consolidation. We have formed the Strategic Steel Stichting to safeguard the interests of our shareholders, our employees and all our other stakeholders".

The Arcelor Board has also decided to distribute EUR 5 billion euro to its shareholders. The move, which is undertaken in light of Arcelor’s balance sheet, its distribution capacity and economic prospects, follows the “value plan” introduced last February by the Board. The group’s value plan is composed of four major ideas: maintenance of Arcelor's industrial equipment at the highest level; strengthening of its leading positions on key markets; continuation of investment policy to ensure profitable and sound growth in accordance with its social and sustainable development policy.

The payment, which will come from the group's available cash-flow, does not include the dividend payment of EUR 1.85. The payment, terms of which will be decided later by the Board of Directors, could take the form of a share buyback, an extraordinary dividend payment or a self tender offer in between the date of the annual general meeting (April 28, 2006) and the end of the 12th month following the withdrawal or failure of Mittal Steel's hostile offer on Arcelor.


Arcelor holds leadership positions in its main markets: automotive, construction, household appliances and packaging as well as general industry. The company — number one steel producer in Europe and Latin America — intends to further expand internationally in order to capture the growth potential of developing economies and offer technologically advanced steel solutions to its global customers. Arcelor employs 96,000 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.