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)
☐
(b)
☒
|
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)
☐
|
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
401,915,002
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
401,915,002
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,915,002
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%*
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
|
|
|
|
*
|
The
percent of class figures set forth in this Thirteenth Amendment (as defined below) are calculated based on 1,080,764,146 issued
and outstanding ArcelorMittal Shares (as defined below) as of January 31, 2021, as published on the website of ArcelorMittal
and the $100 million in principal amount of Convertible Notes (as defined below) held by Lumen Investments S.à r.l.,
which are convertible into ArcelorMittal Shares at the minimum conversion ratio under the terms of the Convertible Notes.
|
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)
☐
(b) ☒
|
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)
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of India
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
286,742
|
8
|
SHARED
VOTING POWER
401,915,002
|
9
|
SOLE
DISPOSITIVE POWER
286,742
|
10
|
SHARED
DISPOSITIVE POWER
401,915,002
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
402,201,744
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%
|
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)
☐
(b)
☒
|
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)
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of India
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
25,500
|
8
|
SHARED
VOTING POWER
401,915,002
|
9
|
SOLE
DISPOSITIVE POWER
25,500
|
10
|
SHARED
DISPOSITIVE POWER
401,915,002
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,940,502
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%
|
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)
☐
(b)
☒
|
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)
☐
|
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
401,915,002
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
401,915,002
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,915,002
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%
|
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)
☐
(b)
☒
|
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)
☐
|
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
338,256,654
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
338,256,654
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
338,256,654
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0%
|
14
|
TYPE
OF REPORTING PERSON
HC
|
|
|
|
|
CUSIP
No. 03938L104
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nuavam
Investments S. à r.l.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
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)
☐
|
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
63,658,348
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
63,658,348
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,658,348
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
14
|
TYPE
OF REPORTING PERSON
HC
|
|
|
|
|
This
Amendment No. 13 (this “Thirteenth Amendment”) to Schedule 13D amends and supplements Amendment No. 12 to Schedule
13D, filed May 29, 2020, Amendment No. 11 to Schedule 13D, filed May 13, 2020, Amendment No. 10 to Schedule 13D, filed April 12,
2016, Amendment No. 9 to Schedule 13D, filed March 15, 2016, Amendment No. 8 to Schedule 13D, filed February 5, 2016, Amendment
No. 7 to Schedule 13D, filed January 11, 2013, Amendment No. 6 to Schedule 13D, filed June 23, 2010, Amendment No. 5 to Schedule
13D, filed April 12, 2010, 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”) 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”). Unless otherwise indicated, capitalized
terms used but not defined in this Thirteenth Amendment have the meanings ascribed to such terms in the Statement.
Item
2. Identity and Background.
Schedules
A, C and D of the Statement are hereby amended and restated by Schedules A, C and D, respectively, of this Thirteenth Amendment.
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:
No
material acquisition of beneficial ownership of ArcelorMittal Shares has been made by any of the persons named in Item 2 of the
Statement since the filing of the Twelfth Amendment by the Reporting Persons.
Item
4. Purpose of Transaction.
The
first three disclosure paragraphs of the response set forth in Item 4 of the Statement are hereby amended by deleting the paragraphs
in their entirety and replacing them with the following:
On
February 11, 2021, ArcelorMittal announced a share buy-back program for an aggregate maximum amount of $650,000,000 (the “First
Buy-Back Program”). ArcelorMittal also announced that upon completion of the First Buy-Back Program, it will commence
a further share buy-back program for an aggregate amount of $570,000,000 (together with the First Buy-Back Program, the “Programs”).
In
connection with the Programs, ArcelorMittal and Lumen have entered into a Share Repurchase Agreement (as defined below). On each
trading day during which ArcelorMittal conducts purchases under the Programs, ArcelorMittal and Lumen have agreed to purchase
and sell, respectively, a number of ArcelorMittal Shares, such that the number of ArcelorMittal Shares so purchased and sold represents
36.34% of the sum of: (i) the total number of shares purchased by ArcelorMittal under the Programs (other than from Lumen) and
(ii) the number of ArcelorMittal Shares purchased by ArcelorMittal from Lumen pursuant to the Share Repurchase Agreement, in each
case on that trading day.
The
foregoing summary of Lumen’s undertaking to participate in the Programs should be read in conjunction with the full text
of the Share Repurchase Agreement (as defined below), a copy of which is included as Exhibit 8 to this Thirteenth Amendment and
which is incorporated herein by reference. The description of the Share Repurchase Agreement as set forth in Item 6 of this Thirteenth
Amendment is incorporated by reference herein.
Item
5. Interest in Securities of the Issuer.
The
response set forth in Items 5(a)-(c) of the Statement is hereby amended by deleting the previous response in its entirety and
replacing it with the following:
(a)
Lumen is the direct owner of 329,075,814 ArcelorMittal Shares. Lumen is also the direct owner of $100,000,000 in principal amount
of 5.50% Mandatorily Convertible Subordinated Notes due 2023 of ArcelorMittal (the “Convertible Notes”). Lumen
may convert its Convertible Notes into 9,180,840 of ArcelorMittal Shares. Accordingly, Lumen is the beneficial owner of 338,256,654
ArcelorMittal Shares in total, representing 31.0% of the ArcelorMittal Shares outstanding.
Nuavam
is the direct owner of 63,658,348 ArcelorMittal Shares, representing 5.9% of the ArcelorMittal Shares outstanding.
Grandel
is the indirect owner of 401,915,002 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares, by virtue of its 100%
indirect ownership of Lumen and Nuavam.
The
Trustee is the indirect beneficial owner of 401,915,002 ArcelorMittal Shares, representing 36.9% 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 2
of the Statement.
Mr.
Mittal is the direct owner of 286,742 ArcelorMittal Shares representing less than 0.1% of the ArcelorMittal Shares outstanding.
Furthermore, under the terms of the Platinum Trust Deed, Mr. Mittal shares with Mrs. Mittal and the Trustee beneficial ownership
of 70% of the Class A voting shares of Grandel and accordingly Mr. Mittal is the beneficial owner of 402,201,744 ArcelorMittal
Shares in total, representing 36.9% of the ArcelorMittal Shares outstanding. In addition, Mr. Mittal holds a total of 371,145
performance share units, granted by ArcelorMittal pursuant to its Group Management Board Performance Share Unit Plan (“PSU”),
of which 49,431 may vest in 2021, 154,409 may vest in 2022, 89,933 may vest in 2023 and 77,372 may vest in 2024. As the vesting
of PSUs is dependent on company performance criteria not fully within the control of the PSU holder, Mr. Mittal does not beneficially
own ArcelorMittal Shares by virtue of his ownership of the PSUs.
Mrs.
Mittal is the direct owner of 25,500 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 70% of
the Class A voting shares of Grandel and accordingly Mrs. Mittal is the beneficial owner of 401,940,502 ArcelorMittal Shares in
total, representing 36.9% of the ArcelorMittal Shares outstanding.
Aditya
Mittal is the direct owner of 120,413 ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding.
Aditya Mittal holds a total of 328,007 PSUs of which 40,653 may vest in 2021, 133,720 may vest in 2022, 82,584 may vest in 2023
and 71,050 may vest in 2024. As the vesting of PSUs is dependent on company performance criteria not fully within the control
of the PSU holder, Aditya Mittal does not beneficially own ArcelorMittal Shares by virtue of his ownership of the PSUs. Aditya
Mittal is the son of Mr. Mittal and Mrs. Mittal.
Vanisha
Mittal Bhatia is the direct owner of 8,500 ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Vanisha Mittal
Bhatia is the daughter of Mr. Mittal and Mrs. Mittal.
The
calculation of the beneficial ownership percentages set forth in Item 5(a) and 5(b) is based on 1,102,809,772 ArcelorMittal Shares
issued as of January 31, 2021 as published on the website of ArcelorMittal, of which 22,045,626 were held by ArcelorMittal as
treasury stock, and on the Convertible Notes held by the Reporting Persons converted at the minimum conversion ratio under the terms of the Convertible Notes.
(b)
Lumen has the power to vote or to direct the vote or dispose or direct the disposition of 329,075,814 ArcelorMittal Shares. In
addition, Lumen also holds Convertible Notes, which it may convert into 9,180,840 ArcelorMittal Shares and would upon conversion
have the power to vote or direct the vote or dispose of such ArcelorMittal Shares. Lumen shares such powers 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 338,256,654 ArcelorMittal Shares, representing 31.0% of the ArcelorMittal Shares outstanding.
Nuavam
has the power to vote or to direct the vote or dispose or direct the disposition of 63,658,348 ArcelorMittal Shares. Nuavam shares
such powers with Mr. Mittal, Mrs. Mittal, the Trustee and Grandel, by virtue of their indirect beneficial ownership of Nuavam.
Accordingly, Nuavam 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 63,658,348 ArcelorMittal Shares, representing 5.9% of the ArcelorMittal Shares outstanding.
Grandel
has the power to vote or to direct the vote or dispose or direct the disposition of 392,734,162 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 Lumen and Nuavam as described in the preceding two paragraphs. In addition,
Grandel would also have shared voting and dispositive power over the 9,180,840 ArcelorMittal Shares into which the Convertible
Notes held by Lumen may be converted and, accordingly, Grandel shares the power to vote or to direct the vote or dispose or direct
the disposition of 401,915,002 ArcelorMittal Shares, representing 36.9% 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 392,734,162 ArcelorMittal Shares, which it shares
with Mr. Mittal and Mrs. Mittal by virtue of their shared beneficial ownership (as such term is defined under Rule 13d-3 under
the Act) of 70% of the Class A voting shares in Grandel, as well as with Lumen, Nuavam and Grandel as described in the preceding
three paragraphs. In addition, the Trustee would also have shared voting and dispositive power over the 9,180,840 ArcelorMittal
Shares into which the Convertible Notes held by Lumen may be converted and, 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 401,915,002
ArcelorMittal Shares, representing 36.9% 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 286,742 ArcelorMittal Shares
that he owns directly, representing less than 0.1% of the ArcelorMittal Shares outstanding. Mr. Mittal, Mrs. Mittal and the Trustee
also share beneficial ownership of 70% of the Class A voting shares of Grandel, thereby sharing power to vote or to direct the
vote or dispose or direct the disposition of ArcelorMittal Shares as described in the third paragraph of Item 5(b). Accordingly,
Mr. Mittal shares the power to vote or to direct the vote or dispose or direct the disposition of 401,915,002 ArcelorMittal Shares
beneficially owned by him, representing 36.9% of the ArcelorMittal Shares outstanding. See Item 6 below regarding Mr. Mittal’s
and Mrs. Mittal’s shared beneficial ownership of 70% of the Class A voting shares 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 25,500 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 70% of the Class A voting shares of Grandel, thereby sharing power to vote or to direct the
vote or dispose or direct the disposition of ArcelorMittal Shares as described in the third paragraph of Item 5(b). Accordingly,
Mrs. Mittal shares the power to vote or to direct the vote or dispose or direct the disposition of 401,915,002 ArcelorMittal Shares
beneficially owned by her, representing 36.9% of the ArcelorMittal Shares outstanding.
Aditya
Mittal has the sole power to vote or to direct the vote or dispose or direct the disposition of the 120,413 ArcelorMittal Shares
that he owns directly, representing less than 0.1% of the ArcelorMittal Shares outstanding.
Vanisha
Mittal Bhatia has the sole power to vote or to direct the vote or dispose or direct the disposition of the 8,500 ArcelorMittal
Shares that she owns directly, representing less than 0.1% of the ArcelorMittal Shares outstanding.
(c)
Mr. Mittal and Aditya Mittal previously held 18,833 and 15,067 options to acquire ArcelorMittal Shares, respectively. Such options
were not exercised and expired in December 2020. Except as disclosed in this Statement, to the knowledge of the Reporting Persons,
none of the persons named in Item 2 has effected any transaction in the ArcelorMittal Shares during the past 60 days.
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 disclosure set forth under the heading
“Lock Up Agreement” and adding the following after the heading “Convertible Notes” and before the heading
the “Memorandum of Understanding”:
Share
Repurchase Agreement
On
February 12, 2021, ArcelorMittal and Lumen entered into a share repurchase agreement (the “Share Repurchase Agreement”)
in connection with the Programs. On each trading day during which ArcelorMittal conducts purchases under the Programs, ArcelorMittal
and Lumen have agreed to buy and sell, respectively, a number of ArcelorMittal Shares, such that the number of ArcelorMittal Shares
so purchased and sold represents 36.34% of the sum of: (i) the total number of shares purchased by ArcelorMittal under the Programs
(other than from Lumen) and (ii) the number of ArcelorMittal Shares purchased by ArcelorMittal from Lumen pursuant to the Share
Repurchase Agreement, in each case on that trading day. The Share Repurchase Agreement provides that the ArcelorMittal Shares
to be repurchased from Lumen in connection with the Programs during any trading day will be repurchased at the same weighted average
price as the ArcelorMittal Shares purchased under the Programs on the relevant trading day in the open market. Purchases and sales
occurring during periods of five consecutive trading days will be settled together two trading days following the end of each
such period. However, any settlement of ArcelorMittal Shares in connection with the Programs will be postponed if such settlement
would cause the Trustee to hold less than one-third of all the voting rights of ArcelorMittal (including those connected with
the ArcelorMittal Shares held in treasury by or on behalf of ArcelorMittal or the subsidiaries of ArcelorMittal).
The
foregoing summary of the Share Repurchase Agreement is qualified by reference to the full text of the Share Repurchase Agreement,
a copy of which is included as Exhibit 8 to this Thirteenth Amendment and which is incorporated herein by reference.
Item 7.
|
Material
to be Filed as Exhibits
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
1*
|
Shareholder’s
Agreement, dated as of August 13, 1997, among Ispat International N.V., LNM Holdings S.L. and Mr. Lakshmi N. Mittal.
|
2**
|
Memorandum
of Understanding, dated June 25, 2006, between Arcelor S.A., Mittal Steel Company N.V. 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.
|
3***
|
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.
|
4****
|
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
|
5****
|
Articles
of Association of Grandel Limited
|
6*****
|
Joint
Filing Agreement, dated as of January 11, 2013, among Mr. Lakshmi N. Mittal, Mrs. Usha Mittal, Lumen Investments S.à
r.l., Grandel Limited, Nuavam Investments S.à r.l. and HSBC Trustee (C.I.) Limited
|
7******
|
Prospectus
Supplement of ArcelorMittal, dated May 11, 2020
|
8
|
Share
Repurchase Agreement, dated as of February 12, 2021, between ArcelorMittal and Lumen Investments S.à r.l. (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.
|
****
|
Previously
filed as an Exhibit to the Schedule 13D/A (Amendment No.6) filed with the Commission on June 23, 2010.
|
*****
|
Previously
filed as an Exhibit to the Schedule 13D/A (Amendment No.7) filed with the Commission on January 11, 2013.
|
******
|
Incorporated
by reference to the SEC filing pursuant to Securities Act Rule 424(b)(5) by the Company on May 13, 2020.
|
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: February 16, 2021
|
|
|
|
|
/s/ Lakshmi N. Mittal
|
|
|
Lakshmi N. Mittal
|
|
|
|
|
|
|
/s/
Usha Mittal
|
|
|
Usha Mittal
|
|
|
|
|
|
|
HSBC TRUSTEE (C.I.) LIMITED
|
|
|
|
|
|
|
By:
|
/s/ Peter Stent
|
|
|
|
Name: Peter Stent
|
|
|
|
Title: Authorised Signatory
|
|
|
|
|
|
|
By:
|
/s/ Anthony Medder
|
|
|
|
Name: Anthony Medder
|
|
|
|
Title: Authorised Signatory
|
|
|
|
|
|
|
GRANDEL LIMITED
|
|
|
|
|
|
|
By:
|
/s/ Matthew Torres
|
|
|
|
Name: Matthew Torres
|
|
|
|
Title: Director
|
|
|
|
|
|
|
By:
|
/s/ Michael Castiel
|
|
|
|
Name: Michael Castiel
|
|
|
|
Title: Director
|
|
|
LUMEN INVESTMENTS S.À
R.L.
|
|
|
|
|
|
|
By:
|
/s/ François-Xavier Goossens
|
|
|
|
Name: François-Xavier Goossens
|
|
|
|
Title: Class A Manager
|
|
|
|
|
|
|
By:
|
/s/ Akiza Aramazani
|
|
|
|
Name: Akiza Aramazani
|
|
|
|
Title: Class A Manager
|
|
|
|
|
|
|
NUAVAM INVESTMENTS S.À
R.L.
|
|
|
|
|
|
|
By:
|
/s/ François-Xavier Goossens
|
|
|
|
Name: François-Xavier Goossens
|
|
|
|
Title: Class A Manager
|
|
|
|
|
|
|
By:
|
/s/ Akiza Aramazani
|
|
|
|
Name: Akiza Aramazani
|
|
|
|
Title: Class
A Manager
|
|
SCHEDULE
A
ADDITIONAL
INFORMATION CONCERNING HSBC TRUSTEE (C.I.) LIMITED
Name
|
Business
Address
|
Present
Principal Occupation or Employment
|
Name,
Principal Business and Address of Principal Employment
|
Citizenship
|
Suzanne
Fox
|
HSBC
House, Esplanade, St Helier, Jersey, JE1 1GT
|
Director
/ Executive Director
|
HSBC
Trustee (C.I.) Limited, Trust Company as regulated by the JFSC
|
British
|
Anthony
Richard Hingley
|
HSBC
House, Esplanade, St Helier, Jersey, JE1 1GT
|
Managing
Director / Director
|
HSBC
Trustee (C.I.) Limited, Trust Company as regulated by the JFSC
|
British
|
Thomas
Lindsay Slattery
|
HSBC
House, Esplanade, St Helier, Jersey, JE1 1GT
|
Director
/ Non-executive chairman
|
HSBC
Trustee (C.I.) Limited, Trust Company as regulated by the JFSC
|
British
|
SCHEDULE
C
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
|
Douwe
TERPSTRA
|
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Managing
Director – Head of Country
|
Intertrust
(Luxembourg) S.A., Trust Services
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Netherlands
|
Georges
SCHEUER
|
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
General
Manager
|
Intertrust
(Luxembourg) S.A., Trust Services
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Luxembourg
|
François-Xavier
GOOSSENS
|
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Executive
Director
|
Intertrust
(Luxembourg) S.A., Trust Services
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Belgium
|
Akiza
ARAMAZANI
|
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Business
Unit Manager Accounting
|
Intertrust
(Luxembourg) S.A., Trust Services
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Belgium
|
Jean-Francois
JOCHUM
|
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Business
Unit Manager Corporate & Legal
|
Intertrust
(Luxembourg) S.A., Trust Services
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
France
|
Aditya
MITTAL
|
7th
Floor, Berkeley Square House, Berkeley Square
London
W1J
6DA
United
Kingdom
|
Chief
Executive Officer
|
ArcelorMittal,
24-26, Boulevard d’Avranches, L-1160 Luxembourg Luxembourg
|
India
|
Vanisha
MITTAL BHATIA
|
7th
Floor, Berkeley Square House, Berkeley Square
London
W1J
6DA
United
Kingdom
|
Director
|
ArcelorMittal,
24-26, Boulevard d’Avranches, L-1160 Luxembourg
|
India
|
SCHEDULE
D
ADDITIONAL
INFORMATION CONCERNING NUAVAM INVESTMENTS S.À R.L
Name
|
Business
Address
|
Present
Principal Occupation or Employment
|
Name,
Principal Business and Address of Principal Employment
|
Citizenship
|
Douwe
TERPSTRA
|
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Managing
Director
|
Intertrust
(Luxembourg) S.A., Trust Services
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Netherlands
|
Georges
SCHEUER
|
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
General
Manager
|
Intertrust
(Luxembourg) S.A., Trust Services
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Luxembourg
|
François-Xavier
GOOSSENS
|
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Executive Director
|
Intertrust
(Luxembourg) S.A., Trust Services
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Belgium
|
Akiza
ARAMAZANI
|
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Business
Unit Manager Accounting
|
Intertrust
(Luxembourg) S.A., Trust Services
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Belgium
|
Jean-Francois
JOCHUM
|
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
Business
Unit Manager Corporate & Legal
|
Intertrust
(Luxembourg) S.A., Trust Services
6,
Rue Eugene Ruppert, L- 2453 Luxembourg
|
France
|
Aditya
MITTAL
|
7th
Floor, Berkeley Square House, Berkeley Square
London
W1J
6DA
United
Kingdom
|
Chief
Executive Officer
|
ArcelorMittal,
24-26, Boulevard d’Avranches, L-1160 Luxembourg
|
India
|
Vanisha
MITTAL BHATIA
|
7th
Floor, Berkeley Square House, Berkeley Square
London
W1J
6DA
United
Kingdom
|
Director
|
ArcelorMittal,
24-26, Boulevard d’Avranches, L-1160 Luxembourg
|
India
|