Integrated Annual Report 2014
Notice of annual general meeting
Key to this report.

Notice of annual general meeting

Important information regarding attendance at the annual general meeting.

Notice of annual general meeting

Notice is hereby given that the twenty-seventh annual general meeting of the company will be held at Hyatt Regency Johannesburg Hotel, Nina 2 Room, 191 Oxford Road, Rosebank, South Africa on Wednesday, 27 May 2015 at 09:00 to consider and, if deemed fit, pass, with or without modification, the ordinary and special resolutions set out below and to deal with such other business as may be lawfully dealt with at the meeting.

Electronic participation

Shareholders or their proxies may participate in the meeting by way of a conference call and, if they wish to do so:

  • must contact the company secretary (by email at the address sw@premcorp.co.za) by no later than 09:00 on Monday, 25 May 2015 in order to obtain a PIN and dial-in details for that conference call;
  • will be required to provide reasonably satisfactory identification; and
  • will be billed separately by their own telephone service providers for their telephone call to participate in the meeting.

Attendance and voting

The date on which an individual must be registered as a shareholder in the company’s register for purposes of being entitled to attend, participate in and vote at the meeting is Friday, 22 May 2015 (meeting record date). Therefore the last day to trade to be registered as a shareholder in the company’s register is Friday, 15 May 2015.

If you are a registered shareholder as at the meeting record date, you may attend the meeting in person. Alternatively, you may appoint a proxy (who need not be a shareholder of the company) to represent you at the meeting. Any appointment of a proxy may be effected by using the attached proxy form and, in order for the proxy to be effective and valid, must be completed and delivered in accordance with the instructions contained therein.

If you are a beneficial shareholder and not a registered shareholder as at the record date:

  • and wish to attend the meeting, you must obtain the necessary letter of authority to represent the registered shareholder of your shares from your Central Securities Depository Participant (CSDP) or broker;
  • and do not wish to attend the meeting but would like your vote to be recorded at the meeting, you should contact the registered shareholder of your shares through your CSDP or broker and furnish them with your voting instructions; and
  • you must not complete the attached proxy form.

Attendance and representation at the annual general meeting

In accordance with the mandate between you and your CSDP/broker, you must advise your CSDP/broker of your intention to attend the annual general meeting in person, or if you wish to send a proxy to represent you at the annual general meeting, your CSDP/broker will issue the necessary letter of representation to you or your proxy to attend the annual general meeting.

Identification

All participants at the meeting will be required to provide identification reasonably satisfactory to the chairman of the meeting before any person may attend or participate in the annual general meeting. Forms of identification include the presentation of a valid identity document, driver’s licence or passport.

Notice of percentage of voting rights

In order for an ordinary resolution and a special resolution to be approved by shareholders, it must be supported by more than 50% and 75%, respectively, of the voting rights exercised on the resolution by shareholders present or represented by proxy at the meeting.

Purpose of the annual general meeting

The purpose of this annual general meeting is to:

  • present the directors’ report and the audited annual financial statements of the group for the year ended 31 December 2014;
  • present the audit and risk committee report;
  • present the remuneration, social, ethics and audit and risk committee report; and
  • consider any matters raised by shareholders.

This notice of meeting includes the attached proxy form.

Directions for obtaining a copy of the complete annual financial statements

The complete annual financial statements for the year ended 31 December 2014 may be obtained from the website http://www.arcelormittalsa.com or a request may be sent to the company secretary (by email at the address sw@premcorp.co.za).

1. Presentation to shareholders of:

1.1 The consolidated annual financial statements of the company and its subsidiaries.
1.2 The directors’ report.
1.3 The independent auditors’ report.
1.4 The audit and risk committee chairman’s report.
1.5 The remuneration, social and ethics committee chairman’s report.

2. Ordinary resolution number 1: Reappointment of auditors

“Resolved, as an ordinary resolution, that Deloitte & Touche be and is hereby appointed as the independent registered auditor of the company, and that Mr Mandisi Mantyi be noted as the individual determined by Deloitte & Touche to be responsible for performing the functions of the auditor and who will undertake the audit of the company for the ensuing year.”

3. Ordinary resolution number 2: Re-election of Mr PM Makwana

“Resolved, as an ordinary resolution, that Mr PM Makwana, who was appointed by the board and retires in terms of the Memorandum of Incorporation (MoI) of the company and is eligible and available for election, be and is hereby elected as a director of the company.”

Mr Mpho Makwana (BAdmin (Hons)) was appointed as independent board chairman on 5 February 2013 and chairs the nominations committee. Immediate past chairman of Eskom Holdings, Mr Makwana is a management strategist with 20 years’ executive experience in both the private and public sectors; director of companies including Adcock Ingram Holdings Ltd, Sephaku Holdings Ltd, Nedbank Group Ltd and Nedbank Ltd.

4. Ordinary resolution number 3: Re-election of Mr DCG Murray

“Resolved, as an ordinary resolution, that Mr DCG Murray, who was appointed by the board and retires in terms of the MoI of the company and is eligible and available for election, be and is hereby elected as a director of the company.”

Mr Chris Murray (BCom, CA, MBL) was appointed independent non-executive director on 11 May 2007 and chairs the audit and risk committee, is a member of the safety, health and environment committee, the remuneration, social and ethics committee and the nominations committee. Previously chief executive of Haggie Group until 2004. Active for the Steel and Engineering Industries Federation of South Africa (SEIFSA).

5. Ordinary resolution number 4: Re-election of Mr LP Mondi

“Resolved, as an ordinary resolution, that Mr LP Mondi, who was appointed by the board and retires in terms of MoI of the company and is eligible and available for election, be and is hereby elected as a director of the company.”

Mr Lumkile Mondi (MA Economics (Eastern Illinois University), BCom (Hons) Economics (Wits University)), appointed non-executive director on 11 May 2007, is a member of the remuneration, social and ethics committee. Previously appointed as the chief economist of the Industrial Development Corporation. Director of companies, including Yard Capital (Pty) Ltd and Thelo Rolling Stock.

6. Ordinary resolution number 5: Reappointment of Mr PS O’Flaherty

“Resolved, as an ordinary resolution, that Mr PS O’Flaherty, who was appointed by the board on 1 July 2014 and retires in terms of the MoI of the company and is eligible and available for election, be and is hereby elected as a director of the company.”

Mr Paul O’Flaherty (BAcc, BCom, CA(SA)) was appointed as the chief executive officer and executive director on 1 July 2014. He was previously the financial director and group executive of Eskom Holdings. Prior to this, he was the chief financial officer and deputy CEO at Group Five Ltd.

7. Ordinary resolution number 6: Election of Mr DCG Murray as audit and risk committee member

“Resolved, as an ordinary resolution, that Mr DCG Murray be and is hereby appointed as a member of the audit and risk committee, from the conclusion of the annual general meeting at which this resolution is passed until the conclusion of the next annual general meeting of the company.”

The board is satisfied that Mr Chris Murray is suitably skilled and an experienced independent non-executive director and has the appropriate experience and qualifications to fulfil his audit and risk committee obligations as set out in section 95 of the Companies Act, 71 of 2008 (the Act).

A brief curriculum vitae of Mr Murray is set out in ordinary resolution number 3.

8. Ordinary resolution number 7: Election of Adv FA du Plessis as audit and risk committee member

“Resolved, as an ordinary resolution, that Adv FA du Plessis be and is hereby appointed as a member of the audit and risk committee, from the conclusion of the annual general meeting at which this resolution is passed until the conclusion of the next annual general meeting of the company.”

The board is satisfied that Adv Fran du Plessis is suitably skilled and an experienced independent non-executive director and that she has the appropriate experience and qualifications to fulfil her audit and risk committee obligations as set out in section 95 of the Act.

Adv Fran du Plessis is an advocate of the High Court of South Africa and holds a number of board positions, namely Naspers and Life Healthcare. She is a director of the auditing firm LDP Incorporated in Stellenbosch and an ad hoc lecturer in the department of accounting at the University of Stellenbosch, where she lectures the Master’s Degree in Taxation. She was appointed to the board on 4 May 2011 and chairs the safety, health and environment committee and is a member of the audit and risk committee.

9. Ordinary resolution number 8: Election of Ms NP Mnxasana as audit and risk committee member

“Resolved, as an ordinary resolution, that Ms NP Mnxasana be and is hereby appointed as a member of the audit and risk committee, from the conclusion of the annual general meeting at which this resolution is passed until the conclusion of the next annual general meeting of the company.”

The board is satisfied that Ms Nomavuso Mnxasana is suitably skilled and an experienced independent non-executive director and that she has the appropriate experience and qualifications to fulfil her audit and risk committee obligations as set out in section 95 of the Act.

Ms Nomavuso Mnxasana (BCom, BCompt (Hons), CA(SA)) was appointed independent non-executive director on 1 October 2013. She is a member of the safety, health and environment committee and member of the audit and risk committee. She served as group audit and risk head at Imperial Holdings Ltd and currently serves on the following JSE-listed boards: Nedbank and JSE.

10. Non-binding advisory endorsement: Remuneration policy

“Resolved, as an ordinary resolution, that the company’s remuneration policy (excluding the non-executive directors), as set out in the remuneration report be endorsed by way of a non-binding advisory vote in terms of the King Report on Corporate Governance for South Africa, 2009.”

11. Special resolution number 1: Non-executive directors’ fees

“Resolved, by way of separate special resolutions, that the annual fees payable to the non-executive directors of the company with effect from 1 May 2015 and until otherwise determined by ArcelorMittal South Africa in general meeting be approved on the basis set out below:

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Reason for and effect of this resolution

The reason and effect of this resolution is to grant the company the authority to pay remuneration to its directors for their services as directors.

12. Special resolution number 2: Financial assistance to related or inter-related company

“Resolved, by way of a special resolution, that the board may authorise the company (for a period of two years from the date on which this resolution is passed) to generally provide any direct or indirect financial assistance, in the manner contemplated in and subject to the provisions of sections 44 and 45 of the Act, to a related or inter-related company or corporation or to a member of a related or inter-related corporation, pursuant to the authority hereby conferred upon the board for these purposes.”

Reason for and effect of this special resolution

The reason for this special resolution is that, from time to time, the company may be required to provide financial assistance to subsidiaries and other related companies within the group. The effect of this special resolution is that the company will be authorised to provide financial assistance to subsidiaries and other related parties within the group.

13. Ordinary resolution number 9: Authority to implement resolutions passed at the annual general meeting

“That any director or company secretary of the company be authorised to do all such things, perform all acts and sign all such documentation as may be required to give effect to the ordinary and special resolutions adopted at this annual general meeting.”

By order of the board
Premium Corporate Consulting Services (Pty) Ltd
Company secretary

10 March 2015