Luxembourg/London: Lakshmi N Mittal would become President of the new steel giant Arcelor-Mittal, while Arcelor's current Chairman Joseph Kinsch would continue to be in the position till his retirement.
"Initially, the Chairman position will be held by Kinsch and the President position will be held by Mittal. Upon the retirement of Kinsch, Mittal will assume the role of Chairman and the successor to the President will be proposed by Kinsch," Mittal Steel said in a statement.
For a period of three years, the agenda of each board of directors meeting shall be jointly agreed by the Chairman and the President of the company and shall include any matters proposed to be included on the agenda jointly by the Chairman and the President.
"For a period of three years, the Mittal family shall vote in shareholders' meeting in accordance with the position expressed by the company Board of Directors, unless Mittal opposes any such decision, in which case the Mittal family shall have the right to vote at such meeting as it sees fit,"
Mittal Steel said. Mittal family has also agreed to a standstill at its level of ownership following completion of the revised offer and any subsequent offer or compulsory buy-out, or at a ceiling of 45 per cent of the then issued company shares if and when the Mittal family's holding falls below 45 per cent.
"The Mittal family will be entitled to cross such thresholds in certain circumstances, such as with the consent of a majority of the independent directors or in case of passive crossing of such thresholds," Mittal Steel said.
The Mittal family has agreed to a five-year lock-up, subject to certain exceptions, including the right to dispose of up to five per cent of the company share capital after the second year.
According to the agreement between the two companies, "Each initial Board of Directors will be composed of 18 non-executive members, the majority of whom will be independent. Six members will be nominated by Mittal Steel, three of whom will be independent.
"Six members will be from the existing Arcelor Board. Three members will be from the Arcelor Board representing existing Arcelor major shareholders. A further three members will be employee representatives," the statement said.
All directors will be elected by the general meeting of the shareholders for a period of three years, it added.
The Management Board of the new entity will comprise the current four members from the Arcelor management board plus an additional three members nominated by Mittal Steel's current Board of Directors.
"Aditya Mittal will join new the company's management board, while other Mittal Steel executives will be named to the management board in due course," it added.
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