SOURCE: Arcelor

July 05, 2006 14:14 ET

ARCELOR : Notice to the Holders of the outstanding EUR 749,999,981.50 3% Guaranteed Bonds due 2017 convertible and/or exchangeable into new and/or existing shares of ARCELOR guaranteed by ARCELOR


LUXEMBOURG -- (MARKET WIRE) -- July 5, 2006 -- Notice is hereby given to the holders of the EUR 749,999,981.50 3% Guaranteed Bonds due 2017 convertible and / or exchangeable into new and/or existing shares of ARCELOR guaranteed by ARCELOR Finance (ISIN Code: XS 0148400954) (the "ARCELOR Convertible Bonds" or the "Bonds") that, in accordance with Condition 5.6.4. of the terms and conditions of the Bonds (the "Conditions") and with the approval of the Calculation Agent, ARCELOR has appointed Morgan Stanley & Co. Limited to issue a Fairness Opinion (as defined in the Conditions) to the Board of Directors of ARCELOR on the revised offer (the "Offer") of Mittal Steel Company N.V. ("Mittal Steel") pursuant to the Information Document of Mittal Steel approved by the Commission de Surveillance du Secteur Financier (the "CSSF") on 16th May, 2006, as amended by supplement n degrees 1 approved by the CSSF on 31st May 2006 and supplement n degrees2 approved by the CSSF on 4th July 2006 (together the "Information Document").

Copies of the Information Document are available on the Mittal Steel web site under

Morgan Stanley & Co. Limited have on 5th July, 2006 issued their fairness opinion on the offer consideration offered by Mittal Steel to the holders of Bonds namely EUR 188.42 in cash and 13 new Mittal Steel class A common shares (par value of EUR 0.01) for 12 Bonds (the "Bond Offer Consideration").

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 the 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 shares or of Bonds.

The conclusion of the fairness opinion of Morgan Stanley & Co. Limited is as follows:

"Based on and subject to the foregoing, we are of the opinion on the date hereof that the Bond Offer Consideration is fair from a financial point of view to holders of ARCELOR Convertible Bonds".

As a result of the foregoing and in accordance with Condition 5.6.4. of the Conditions, no right of early redemption shall arise as a result of the offer by Mittal Steel on all the outstanding shares and Bonds of ARCELOR.

About Arcelor

Arcelor is the number one steel company in the world with a turnover of 32.6 billion euros in 2005. The company 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 - ambitions 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, labour relations and social responsibility.

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