Obligation ArcelorMittal 2.25% ( XS1936308391 ) en EUR

ArcelorMittal

102.84 % ⇌

Luxembourg

XS1936308391 ( en EUR )

2.25% par an ( paiement annuel )

17/01/2024 - Obligation échue

Prospectus brochure de l'obligation ArcelorMittal XS1936308391 en EUR 2.25%, échue

100 000 EUR

750 000 000 EUR

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en EUR, avec le code ISIN XS1936308391, paye un coupon de 2.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/01/2024

Base Prospectus dated 29 May 2019

(a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg having its registered office
at 24-26 boulevard d'Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg, and registered with the
Registre de Commerce et des Sociétés, Luxembourg under number B82.454)
10,000,000,000
Euro Medium Term Note Programme
(wholesale programme)
_________________________________
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier
(the "CSSF"), which is the Luxembourg competent authority for the purpose of the Luxembourg law of
10 July 2005 concerning the prospectus relating to transferable securities (as amended by the Luxembourg laws
dated 3 July 2012, 21 December 2012 and 10 May 2016, the "Luxembourg Prospectus Law"), which
implements Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities are
offered to the public or admitted to trading (as amended and supplemented from time to time), as a base prospectus
issued in compliance with the Luxembourg Prospectus Law for the purpose of giving information with regard to
the notes ("Notes") issued under the Euro Medium Term Note Programme (the "Programme") described in this
Base Prospectus during the period of twelve (12) months after the date hereof. Application has been made for the
Notes, during the period of twelve (12) months after the date hereof, to be admitted to trading on the Luxembourg
Stock Exchange's Regulated Market (Bourse de Luxembourg) and to be listed on the official list of the
Luxembourg Stock Exchange, which is a regulated market (a "Regulated Market") as defined in the Markets in
Financial Instruments Directive 2014/65/EU, as amended ("MiFID II") and published on the list of the regulated
markets in the Official Journal of the European Union. Pursuant to article 7(7) of the Luxembourg Prospectus
Law, by approving this Base Prospectus, the CSSF gives no undertaking as to the economic and financial
characteristics of the Notes to be issued hereunder or the quality or solvency of ArcelorMittal ("ArcelorMittal",
the "Issuer" or the "Company"). The Programme also permits Notes to be issued on the basis that they will not
be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation
system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock
exchanges and/or quotation systems as may be agreed with the Issuer. In the case of any Notes which are to be
listed and admitted to trading on a Regulated Market within the European Economic Area and/or offered to the
public in a Member State of the European Economic Area which would otherwise require the publication of a
prospectus under the Prospectus Directive (as defined herein) in respect of such offering, the minimum specified
denomination shall be 100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
Notes issued under the Programme may, or may not, be rated. The rating (if any) may be specified in the relevant
Final Terms (as defined herein). Whether or not each credit rating applied for in relation to a relevant Series of
Notes (as defined herein) will be issued by a credit rating agency established in the European Union and registered
under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation") will be disclosed in the Final Terms.
The list of registered and certified rating agencies published by the European Securities and Markets Authority
("ESMA") will appear on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in
accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, change, or withdrawal at any time by the assigning rating agency.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may
affect the abilities of the Issuer to fulfil its respective obligations under the Notes are discussed under "Risk
Factors" below.
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Arranger
BNP PARIBAS

Dealers
Banca IMI
Banco Bilbao Vizcaya Argentaria, S.A.
BofA Merrill Lynch
BNP Paribas
Citigroup
BMO Capital Markets
Crédit Agricole CIB
Commerzbank
HSBC
Goldman Sachs International
J.P. Morgan
ING
MIZUHO SECURITIES
Morgan Stanley
NatWest Markets
NATIXIS
RBC Capital Markets
Rabobank
SMBC Nikko
Santander Corporate & Investment Banking
Société Générale Corporate & Investment Banking
UniCredit Bank

Date: 29 May 2019
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TABLE OF CONTENTS

IMPORTANT NOTICES ....................................................................................................................... 4
KEY ELEMENTS OF THE PROGRAMME ......................................................................................... 9
RISK FACTORS .................................................................................................................................. 22
INFORMATION INCORPORATED BY REFERENCE .................................................................... 63
SUPPLEMENTS TO THE BASE PROSPECTUS .............................................................................. 74
FORMS OF THE NOTES . .................................................................................................................. 75
TERMS AND CONDITIONS OF THE NOTES . ............................................................................... 79
USE OF PROCEEDS ................................................ ........................................................................ 116
FORM OF FINAL TERMS ........................................................................................................... .... 117
DESCRIPTION OF THE ISSUER .................................... ................................................................ 137
RECENT DEVELOPMENTS ............................................................................................................ 138
TAXATION ..................................................... .................................................................................. 142
SINGAPORE TAXATION ................................................................................................................ 143
SUBSCRIPTION AND SALE . ......................................................................................................... 147
GENERAL INFORMATION ............................................................................................................. 153

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IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the
Prospectus Directive (as defined below). ArcelorMittal (the "Issuer", the "Company",
"ArcelorMittal" or the "Responsible Person") accepts responsibility for the information
contained in this Base Prospectus and for the Final Terms (as defined below) for each Tranche
of Notes issued under the Programme. To the best of the knowledge of the Responsible Person
(who has taken all reasonable care to ensure that such is the case), the information contained in
this Base Prospectus is in accordance with the facts and does not omit anything likely to affect
the import of such information.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under
"Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific
to such Tranche called final terms (the "Final Terms"). This Base Prospectus must be read and
construed together with any supplements hereto and with any information incorporated by
reference herein and, in relation to any Tranche of Notes, must be read and construed together
with the relevant Final Terms.
No person has been authorized to give any information or to make any representation
concerning the Issuer, the Programme or the Notes, other than as contained or incorporated by
reference in this Base Prospectus and, if given or made, any such other information or
representation should not be relied upon as having been authorized by the Issuer or any Dealer.
Neither the Dealers (as defined herein) nor any of their respective affiliates have authorised the
whole or any part of this Base Prospectus and none of them makes any representation or
warranty or accepts any responsibility as to the accuracy or completeness of the information
contained in this Base Prospectus. Neither the delivery of this Base Prospectus or any Final
Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any
implication that the information contained in this Base Prospectus is true subsequent to the date
hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that there has been no adverse change, or any event reasonably likely to
involve any adverse change, in the prospects or financial or trading position of the Issuer since
the date thereof or, if later, the date upon which this Base Prospectus has been most recently
amended or supplemented or that any other information supplied in connection with the
Programme is correct at any time subsequent to the date on which it is supplied or, if different,
the date indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery
of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to
inform themselves about and to observe any such restrictions. Any investor purchasing the
Notes under this Base Prospectus and any Final Terms is solely responsible for ensuring that
any offer or resale of the Notes it purchased under this Base Prospectus and any Final Terms
occurs in compliance with applicable laws and regulations. For a description of certain
restrictions on offers, sales and deliveries of Notes and on the distribution of this Base
Prospectus or any Final Terms and other offering material relating to the Notes, see
"Subscription and Sale". In particular, Notes have not been and will not be registered under the
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United States Securities Act of 1933, as amended (the "Securities Act"), and Notes that are not
in registered form for U.S. federal tax purposes are subject to U.S. tax law requirements. Subject
to certain exceptions, Notes that are not in registered form for U.S. federal tax purposes may
not be offered, sold or delivered within the United States or to U.S. persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to
subscribe for or purchase any Notes and should not be considered as a recommendation by the
Issuer, the Dealers or any of them that any recipient of this Base Prospectus or any Final Terms
should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final
Terms shall be taken to have made its own investigation and appraisal of the condition (financial
or otherwise) of the Issuer.
The maximum aggregate principal amount of Notes outstanding at any one time under the
Programme will not exceed 10,000,000,000 (and for this purpose, any Notes denominated in
another currency shall be translated into euro at the date of the agreement to issue such Notes
calculated in accordance with the provisions of the Dealer Agreement). The maximum
aggregate principal amount of Notes which may be outstanding at any one time under the
Programme may be increased from time to time, subject to compliance with the relevant
provisions of the Dealer Agreement as defined under "Subscription and Sale".
In this Base Prospectus, unless otherwise specified, references to a "Member State" are
references to a Member State of the European Economic Area, references to "$", "U.S. dollars"
or "dollars" are to United States dollars and references to "", "EUR" or "euro" are to the
single currency introduced at the start of the third stage of European Economic and Monetary
Union pursuant to the Treaty establishing the European Community, as amended.
Certain figures included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
which precede them.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph
(ii) below may apply, any offer of Notes in any Member State of the European Economic Area
(each, a "Member State") will be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Member State, from the requirement to publish a prospectus
for offers of Notes. Accordingly any person making or intending to make an offer in that
Member State of Notes which are the subject of an offering contemplated in this Base
Prospectus as completed by Final Terms in relation to the offer of those Notes may only do so
(i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii)
if a prospectus for such offer has been approved by the competent authority in that Member
State or, where appropriate, approved in another Member State and notified to the competent
authority in that Member State and (in either case) published, all in accordance with the
Prospectus Directive, provided that any such prospectus has subsequently been completed by
Final Terms which specify that offers may be made other than pursuant to Article 3(2) of the
Prospectus Directive in that Member State and such offer is made in the period beginning and
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ending on the dates specified for such purpose in such prospectus or final terms, as applicable,
and the Issuer has consented in writing to its use for the purpose of such offer. Except to the
extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised,
nor do they authorise, the making of any offer of Notes in circumstances in which an obligation
arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. The
expression "Prospectus Directive" means Directive 2003/71/EC (as amended or superseded,
including by Regulation (EU) 2017/1129).
This document is only being distributed to and is only directed at (i) persons who are outside
the United Kingdom or (ii) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or
(iii) high net worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as
"Relevant Persons"). Any Notes will only be available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with
Relevant Persons. Any person who is not a Relevant Person should not act or rely on this
document or any of its contents.
For a more complete description of certain restrictions on offering and sale of Notes and on
distribution of this Base Prospectus and any Final Terms, see "Subscription and Sale".
Copies of this document will be available free of charge during normal business hours on any
week day (except public holidays) at the offices of the Issuer.
This document will be published on the website of the Luxembourg Stock Exchange at
www.bourse.lu.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named
as the stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf
of any Stabilising Manager(s)) in the applicable Final Terms may over allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, stabilisation may not necessarily occur. Any
stabilisation action may begin on or after the date on which adequate public disclosure of
the final terms of the offer of the relevant Tranche of Notes is made and, if begun, may
cease at any time, but it must end no later than the earlier of 30 calendar days after the
issue date of the relevant Tranche of Notes and 60 calendar days after the date of the
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment
must be conducted by the Stabilising Manager(s) (or persons acting on behalf of the
Stabilising Manager(s)) in accordance with all applicable laws and rules.
Forward-Looking Statements
This Base Prospectus contains forward-looking statements based on estimates and assumptions.
Forward-looking statements include, among other things, statements concerning the business,
future financial condition, results of operations and prospects of ArcelorMittal, including its
subsidiaries. These statements usually contain the words "believes", "plans", "expects",
"anticipates", "intends", "estimates" or other similar expressions. For each of these statements,
you should be aware that forward-looking statements involve known and unknown risks and
6

uncertainties. Although it is believed that the expectations reflected in these forward-looking
statements are reasonable, there is no assurance that the actual results or developments
anticipated will be realised or, even if realised, that they will have the expected effects on the
business, financial condition, results of operations or prospects of ArcelorMittal.
These forward-looking statements speak only as of the date on which the statements were made,
and no obligation has been undertaken to publicly update or revise any forward-looking
statements made in this prospectus or elsewhere as a result of new information, future events
or otherwise, except as required by applicable laws and regulations.
PRIIPs / IMPORTANT / EUROPEAN ECONOMIC AREA ("EEA") RETAIL
INVESTORS  If the Final Terms in respect of any Notes includes a legend entitled
"Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the EEA. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU,
as amended ("MiFID II"), (ii) a customer within the meaning of Directive 2016/97/EU, as
amended, where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors (as defined above) in the EEA
has been prepared and therefore offering or selling the Notes or otherwise making them
available to any such retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes will
include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue of Notes about whether, for the purpose
of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID
Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in
respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE
SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE) The Final
Terms in respect of any Notes may include a legend entitled "Singapore Securities and Futures
Act Product Classification" which will state the product classification of the Notes pursuant to
section 309B(1) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"). The
Issuer will make a determination in relation to each issue about the classification of the Notes
being offered for purposes of section 309B(1)(a). Any such legend included on the relevant
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Final Terms will constitute notice to "relevant persons" for purposes of section 309B(1)(c) of
the SFA.

8

KEY ELEMENTS OF THE PROGRAMME
This section "Key Elements of the Programme" constitutes a general description of the
Programme pursuant to Article 22.5 (3) of the Commission Regulation (EC) No 809/2004.
I.
KEY INFORMATION RELATING TO THE NOTES
Issuer:
ArcelorMittal having its registered office at 24-26 boulevard
d'Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg,
registered with the Registre de Commerce et des Sociétés,
Luxembourg under number B 82.454.
Arranger:
BNP Paribas
Dealers:
Banca IMI S.p.A., Banco Bilbao Vizcaya Argentaria, S.A., Banco
Santander, S.A., Bank of Montreal, London Branch, BNP Paribas,
BofA Securities Europe S.A., Citigroup Global Markets Europe AG,
Citigroup
Global
Markets
Limited,
Commerzbank
Aktiengesellschaft, Coöperatieve Rabobank U.A., Crédit Agricole
Corporate and Investment Bank, Goldman Sachs International,
HSBC Bank plc, ING Bank NV Belgian Branch, J.P. Morgan
Securities plc, Merrill Lynch International, Mizuho International plc,
Mizuho Securities Europe GmbH, Morgan Stanley & Co
International plc, NATIXIS, NatWest Markets Plc, RBC Europe
Limited, SMBC Nikko Capital Markets Limited, SMBC Nikko
Capital Markets Europe GmbH, Société Générale, UniCredit Bank
AG and any other Dealer appointed from time to time by the Issuer
either generally in respect of the Programme or in relation to a
particular Tranche of Notes.
Fiscal Agent:
BNP Paribas Securities Services, Luxembourg branch
Luxembourg Listing Agent:
BNP Paribas Securities Services, Luxembourg branch
Listing and Trading:
Applications have been made for Notes to be admitted during the
period of twelve (12) months after the date hereof to listing on the
official list of the Luxembourg Stock Exchange and to trading on the
Regulated Market of the Luxembourg Stock Exchange. The
Programme also permits Notes to be issued on the basis that they will
not be admitted to listing, trading and/or quotation by any competent
authority, stock exchange and/or quotation system or to be admitted
to listing, trading and/or quotation by such other or further competent
authorities, stock exchanges and/or quotation systems as may be
agreed with the Issuer.
9

Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and, in relation to any
Tranche of Notes, any other clearing system as may be specified in
the relevant Final Terms.
Initial Programme Amount:
Up to 10,000,000,000 (or its equivalent in other currencies)
aggregate principal amount of Notes outstanding at any one time.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. Notes of a given Series will
have identical terms, except that the issue date, the issue price and
the amount of the first payment of interest may be different in respect

of different Tranches. The Notes of each Tranche will all be subject
to identical terms in all respects save that a Tranche may comprise
Notes of different denominations.
Forms of Notes:
Notes may only be issued in bearer form ("Bearer Notes").
Each Tranche of Notes will initially be in the form of either a
Temporary Global Note or a Permanent Global Note, in each case as
specified in the relevant Final Terms. Each Global Note which is not
intended to be issued in new global note form (a "Classic Global
Note" or "CGN"), as specified in the relevant Final Terms, will be
deposited on or around the relevant issue date with a depositary or a
common depositary for Euroclear and/or Clearstream, Luxembourg
and any other relevant clearing system and each Global Note which
is intended to be issued in new global note form (a "New Global
Note" or "NGN") will be deposited on or around the relevant issue
date with a common safekeeper for Euroclear and/or Clearstream,
Luxembourg. Each Temporary Global Note will be exchangeable for
a Permanent Global Note or, if so specified in the relevant Final
Terms, for Definitive Notes. If the TEFRA D Rules are specified in
the relevant Final Terms as applicable, certification as to non-U.S.
beneficial ownership will be a condition precedent to any exchange
of an interest in a Temporary Global Note or receipt of any payment
of interest in respect of a Temporary Global Note. Each Permanent
Global Note will be exchangeable for Definitive Notes in accordance
with its terms. Definitive Notes will, if interest-bearing, have
Coupons attached and, if appropriate, a Talon for further Coupons.
Currencies:
Notes may be denominated in euro or in any other currency or
currencies as may be agreed between the Issuer and the relevant
Dealer(s) (as indicated in the applicable Final Terms) subject to
compliance with all applicable legal and/or regulatory and/or central
bank requirements. Payments in respect of Notes may, subject to such
compliance, be made in and/or linked to, any currency or currencies
other than the currency in which such Notes are denominated.
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