ArcelorMittal : Minutes – General Meeting

ArcelorMittal

Société Anonyme

24-26, boulevard d'Avranches, L-1160 Luxembourg

Grand-Duchy of Luxembourg

R.C.S. Luxembourg B 82.454

(the "Company")

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MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

(The "General Meeting")

HELD ON TUESDAY APRIL 30, 2024, from 3:00 PM (CET)

at the Company's offices at

24-26, boulevard d'Avranches, L-1160 Luxembourg, Grand-Duchyof Luxembourg

______________________________________________________

The director of ArcelorMittal, Mr. Michel Wurth, who presided the meeting, welcomed the shareholders to the General Meeting of ArcelorMittal.

Mr. Michel Wurth announced that the following persons had taken place on the podium: Mr. Henk Scheffer, Company Secretary, Mrs. Stephanie Werner-Dietz, Head of Human Resources, Mr. Brad Davey, Head of Corporate Business Optimisation, Mr. Genuino Christino, CFO, and Mrs. Karyn Ovelmen, Lead Independent Directors and chair of the Appointment, Remuneration and Corporate Governance Committee.

The Chairman of the General Meeting pointed out the presence of the following members of the Board in the first row of the audience: Mrs. Clarissa Lins, Mrs. Patricia Barbizet, Mr. Karel de Gucht, Mr. Tye Burt, and Mr. Etienne Schneider.

Mr. Olivier Lemaire and Mr. Emmanuel Mareschal from Ernst & Young, ArcelorMittal's independent auditor, who had examined the 2023 financial statements submitted to the General Meeting for approval, were also present.

Mr. Wurth suggested appointing Mr. Etienne Schneider and Mrs. Clarissa Lins as scrutineers and Mr. Henk Scheffer as Secretary of the meeting, to which proposal there was no objections from the shareholders present, so that the scrutineers and the Secretary were appointed.

Mr. Scheffer drew the attention of the attendees to the fact that shareholders must own at least one share of ArcelorMittal as of the record date to attend the General Meeting and that they must have followed the procedures described in the convening notice published on 29 March 2024.

The Chairman of the General Meeting drew attention of the shareholder to the fact that they had to own at least one share of ArcelorMittal as of the record date to attend the General Meeting. Mr. Wurth requested then the Secretary to explain technical points about the General Meeting. After indicating the emergency exits, the Secretary explained that the processing and counting of votes would be conducted by an external service provider, LUMI. He underlined that the General Meeting would validly deliberate on the resolutions regardless of the number of shareholders present and the number of shares represented, and that the

resolutions on the agenda would be adopted by a simple majority of the votes validly cast by the shareholders present or represented.

The documents and information required by law had been sent or made available to the shareholders in a timely manner. The convening notice for this General Meeting had been published on 29 March 2024 in Luxembourger Tageblatt, a Luxemburg local newspaper, and in the Luxembourg official gazette RESA as well as on the Company's website, www.arcelormittal.com. Copies of these publications could be consulted at the registration table.

Thereafter, the Chairman of the General Meeting confirmed that the General Meeting had been convened in accordance with Luxembourg law, was validly constituted and could validly deliberate and resolve on all Agenda items.

The Chairman of the General Meeting pointed to the Agenda of the General Meeting.

The Secretary drew attention to the special cards that the shareholders had received on which the shareholders could write questions, if they wished to raise any question during the Questions & Answers sessions. He also underlined that only the shareholders present in person or proxy holders were entitled to ask questions, that the written questions should be given to ArcelorMittal staff circulating in the meeting room and that the questions from the shareholders would be answered following the presentation of the 2023 accounts.

Presentation of 2023 results

Mr. Michel Wurth together with Mr. Genuino Christino and Mr. Brad Davey presented the 2023 results of ArcelorMittal and made specific highlights on the Company's operations and strategy, as attached hereto as Annex A.

The Chairman of the Genera Meeting expressed a huge appreciation for ArcelorMittal member of the Board of directors Tye Burt. The Chairman of the General Meeting reminded he was going to retire after 12 years on ArcelorMittal Board. He thanked Mr. Tye Burt on behalf of the Board and the Company for his efforts, his wisdom, and his contribution to the success of the Company.

The Chairman asked the Secretary to start with the Question & Answers session.

Questions & Answers ("Q&A") session

The Secretary then introduced the Q&A session explaining that answers to written questions submitted to the Company would be answered on the Company's website.

He also explained that to speak, the attendees were required to signal to ArcelorMittal staff walking in the meeting room who had microphones. He recommended the attendees, before asking question, to introduce themselves. The Secretary drew attention of shareholders to the fact that the speaking time was limited to 2 minutes per shareholder and that only questions directly related to an Agenda item could be answered.

A summary of the Q&A raised before the General Meeting as well as those received during the General Meeting is attached hereto in Annex B.

Vote

The Chairman of the General Meeting then closed the Q&A session and stated that, according to the attendance list that had been communicated to him, the shareholders present or represented at today's Annual General Meeting own a total of 625,787,309 shares, representing 78.47% of the voting right.

The Chairman of the General Meeting then announced that he would submit the proposed resolutions related to the Annual General Meeting (AGM resolutions 1 to 12).

He asked the Secretary to inform the shareholders about the procedure to be followed for the voting process.

The Secretary explained that the shareholders would vote on each of the resolutions by using an electronic voting device that had been handed to the shareholders upon registration. In addition, he detailed the functioning of the electronic voting device to the shareholders.

The shareholders voted on the resolutions after the reading aloud of each resolution.

AGM RESOLUTIONS

1. Presentation of the management report of the board of directors of the Company (the "Board of Directors") and the reports of the independent auditor on the financial statements of the Company (the "Parent Company Financial Statements") and the consolidated financial statements of the ArcelorMittal group (the "Consolidated Financial Statements") for the financial year 2023 in each case prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union

No vote was required on this item.

2. Approval of the Consolidated Financial Statements for the financial year 2023

Resolution I

The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent auditor, approves the Consolidated Financial Statements for the financial year 2023 in their entirety, showing a consolidated net income of USD 1,022 million.

The resolution was approved with 99.90% of the votes casts 'for' and 0.10% 'against.'

3. Approval of the Parent Company Financial Statements for the financial year 2023

Resolution II

The Annual General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent auditor, approves the Parent Company Financial Statements for the financial year 2023 in their entirety, showing a net loss of USD 8,373 million for the Company as parent company of the ArcelorMittal group, as compared to the consolidated net income of USD 1,022 million, in both cases established in accordance with IFRS as adopted by the European Union.

The resolution was approved with 99.90% of the votes casts 'for' and 0.10% 'against.'

4. Allocation of results and determination of the dividend and the remuneration of the members of the Board of Directors in relation to the financial year 2023

Resolution III

The Annual General Meeting acknowledges the net loss of USD 8,373 million and that no allocation to the legal reserve or to the reserve for treasury shares is required.

On this basis the Annual General Meeting, upon the proposal of the Board of Directors, decides to pay a dividend out of the distributable results consisting in profit brought forward and profit for the year.

The Annual General Meeting acknowledges that a dividend of USD 0.50 (gross) per share will be paid in two equal instalments on 12 June and on 4 December 2024.

The Annual General Meeting, upon the proposal of the Board of Directors, sets the amount of total remuneration for the Board of Directors in relation to the financial year 2024 at EUR 1,499,543 (USD

1,656,995)1.

The resolution was approved with 99.94% of the votes casts 'for' and 0.06% 'against.'

1 These figures and those set out in Resolution VI are based on the EUR/USD exchange rate of EUR 1 = USD 1.105 on 31 December 2023.

Resolution IV

Considering Resolution III above, the Annual General Meeting, upon the proposal of the Board of Directors, decides to allocate the results of the Company based on the Parent Company Financial Statements for the financial year 2023 as follows:

Net loss for the year	USD 8,373,303,066
Profit brought forward (Report à nouveau)	USD 31,138,571,996
Results to be allocated and distributed	USD 22,765,268,930
Allocation to the legal reserve	--
Directors' remuneration for the financial year 2023
(as per Resolution III, above)	USD 1,656,9952
Dividend of USD 0.50 (gross) per share relating to
the financial year 20233	USD 409,635,878
Profit carried forward	USD 22,353,976,057

The resolution was approved with 99.85% of the votes casts 'for' and 0.15% 'against.'

5. Resolutions concerning the Remuneration Report for the year 2023

Resolution V

The Annual General Meeting decides by an advisory vote to approve the Remuneration Report of the Company for 2023.

The resolution was approved with 98.06% of the votes casts 'for' and 1.94% 'against.'

Resolution VI

Based on Resolution III, the Annual General Meeting decides to allocate the amount of total remuneration for the Board of Directors in relation to the financial year 2023 at 1,499,543 (USD 1,656,995).

The resolution was approved with 99.46% of the votes casts 'for' and 0.54 % 'against.'

6. Discharge of the members of the Board of Directors

Resolution VII

The General Meeting decides to grant discharge to the members of the Board of Directors in relation to the financial year 2024.

The resolution was approved with 89.90% of the votes casts 'for' and 10.10% 'against.'

7. Election of members of the Board of Directors Resolution VIII

2 For full details about payments to Board of Directors members including Executive Chairman and Chief Executive Officer (who are not remunerated as directors) please refer yourself to page 5 of the Remuneration Report for 2023.

3 Based on 819,271,756 shares in issue on 31 December 2023 net of treasury shares held by the Company. Dividends will be paid in two equal instalments on 12 June and on 4 December 2024, resulting in a total annualized cash dividend per share of USD 0.50.

The General Meeting re-elects Mrs. Karyn Ovelmen as director of ArcelorMittal for a three-year mandate that will automatically expire on the date of the annual general meeting of shareholders to be held in 2027.

The resolution was approved with 92.47% of the votes casts 'for' and 7.53% 'against.'

Resolution IX

The General Meeting re-elects Mrs. Clarissa Lins as director of ArcelorMittal for a three-year mandate that will automatically expire on the date of the annual general meeting of shareholders to be held in 2027.

The resolution was approved with 88.02% of the votes casts 'for' and 11.98% 'against.'

8. Renewal of the authorisation of the Board of Directors of the Company and of the corporate bodies of other companies in the ArcelorMittal group to acquire shares in the Company

Resolution X

The General Meeting decides to authorise, effective immediately after this General Meeting, the Board of Directors, with the option to delegate, and the corporate bodies of the other companies in the ArcelorMittal group, to acquire and sell shares in the Company in accordance with the Luxembourg law of 10 August 1915 on commercial companies, as amended (the "Law") and any other applicable laws and regulations, including but not limited to entering into off-market and over-the-counter transactions and to acquire shares in the Company through derivative financial instruments as well as to enter into cash-settled derivative financial instruments to mitigate volatility in the per share prices paid to acquire shares in the Company.

The present authorisation is valid until the end of the 2027 AGM or until the date of its renewal by a resolution of the general meeting of shareholders if such renewal date is prior to the 2027 AGM.

The Company may not repurchase shares amounting to more than 10% of its issued share capital at the date hereof (being 85,280,977 shares). Treasury shares can be cancelled from time to time by the Company in accordance with the authorisation granted to the Board of Directors by the 2023 EGM.

The maximum number of own shares that the Company may hold at any time directly or indirectly may not have the effect of reducing its net assets ("actif net") below the amount mentioned in paragraphs 1 and 2 of Article 461-2 of the Law.

The purchase price per share to be paid shall not exceed 110% of the average of the final listing prices of the thirty (30) trading days preceding the three (3) trading days prior to each date of repurchase and shall not be less than one euro cent.

The final listing prices are those on the New York Stock Exchange, Euronext markets on which the Company's shares are listed or the Luxembourg Stock Exchange, depending on the market on which the repurchases are made.

For off-market transactions, the maximum purchase price shall be 110% of the reference price on the New York Stock Exchange (in case of purchase in USD) or the Euronext markets (in case of purchase in EUR) on which the Company's shares are listed. The reference price will be deemed to be the average of the final listing prices per share on these markets during thirty (30) consecutive days on which these markets are open for trading preceding the three (3) trading days prior to the date of purchase.

For the avoidance of doubt, price restrictions set out in the immediately preceding paragraphs do not apply to cash settled derivative financial instruments entered into to mitigate volatility in the per share prices paid to acquire shares in the Company.

In the event of a share capital increase by incorporation of reserves or issue premiums and the free allotment of shares as well as in the event of the division or regrouping of the shares, the purchase price indicated above shall be adjusted by a multiplying coefficient equal to the ratio between the number of shares comprising the issued share capital prior to the transaction and such number following the transaction.

All powers are granted to the Board of Directors, with the power to delegate, to ensure the implementation of this authorisation

The resolution was approved with 98.64% of the votes casts 'for' and 1.36% 'against.'

9. Appointment of an independent auditor in relation to to (i) the Parent Company Financial Statements and the Consolidated Financial Statements for the financial year 2024 and (ii) the assurance opinion on the sustainability reporting to be included in the management report of the Board of Directors for the financial year 2024 if and as required.

Resolution XI

The General Meeting decides to (i) reappoint Ernst & Young, société anonyme, with registered office at 35E, Avenue John F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg ("E&Y"), as independent auditor to perform the independent audit of the Parent Company Financial Statements and the Consolidated Financial Statements regarding the financial year 2024 and (ii) appoint E&Y to provide the assurance opinion on the sustainability reporting to be included in the management report of the Board of Directors for the financial year 2024 if and as required.

The resolution was approved with 94.92% of the votes casts 'for' and 5.08 % 'against.'

10. Authorisation of grants of share-based incentives

Resolution XII

The General Meeting acknowledges the above background information provided about the Executive Office PSU Plan and other retention-based grants and authorises the Board of Directors:

1. to allocate up to five million five hundred thousand (5,500,000) of the Company's fully paid-up ordinary shares under the 2024 Cap, which may be either newly issued shares or shares held in treasury, such authorisation to be valid from the date of the Annual General Meeting until the 2025 AGM,
2. to adopt any rules or measures to implement the Executive Office PSU Plan and other retention-based grants below the level of the Executive Office that the Board of Directors may at its discretion consider appropriate,
3. to decide and implement any increase of the 2024 Cap by the additional number of shares of the Company necessary to preserve the rights of the grantees of Executive Office PSU Plan and other retention- based grants below the level of the Executive Office in the event of a transaction impacting the Company's share capital, and
4. to do or cause to be done all such further acts and things as the Board of Directors may determine to be necessary or advisable to implement the content and purpose of this resolution.

The resolution was approved with 99.99% of the votes casts 'for' and 0.01% 'against.'

CLOSING OF THE MEETING

The Chairman of the General Meeting thanked the shareholders for their participation at the General Meeting and expressed his wish to see them again at the Company's next annual general meeting of shareholders.

He proceeded to close the General Meeting.

Signed by:

Michel Wurth (Chairman of the General Meeting)

Henk Scheffer (Secretary)

Etienne Schneider (Scrutineer)

Clarissa Lins (Scrutineer)

ANNEX A

SLIDES FROM THE AGM