Memorandum of UnderstandingMemorandum of Understanding • June 29th, 2006 • Mittal Steel Co N.V. • Steel works, blast furnaces & rolling mills (coke ovens)
This binding Memorandum of Understanding (“MOU”), dated June 25, 2006, between Arcelor S.A. (“Arcelor”), Mittal Steel Company N.V. (“Mittal Steel”) 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. (collectively referred to as the “Mittal Controlling Shareholder” and together with Arcelor and Mittal Steel, the “Parties”) sets forth the terms and conditions on and subject to which (1) Mittal Steel has agreed to modify the terms of its outstanding tender offer for all of the outstanding Arcelor shares, ADSs and OCEANES due 2017 (as modified, the “Offer”) and take certain other actions as described below, (2) Arcelor has agreed to recommend acceptance of the Revised Offer (as defined below) to all holders of its shares and OCEANES and to take certain other actions as provided below, and (3) the Mittal Controlling Shareholder has agreed to certain undertakings regarding the governance of the combi
