92% of Arcelor Shares Tendered in Mittal Steel's Offer for Arcelor

ROTTERDAM, Netherlands, July 26 /PRNewswire-FirstCall/ -- - A free float of approximately US$24.3 bn (EUR19.2 bn) based on the closing Mittal Steel share price on July 24, 2006, representing 54.8% of the total market capitalisation

- A subsequent offering period to start on July 27, 2006 and close on August 17, 2006

- Sell-out right for minority shareholders pursuant to Luxembourg law, including an all-cash option, to start on August 18 and end on November 17, 2006

Mittal Steel Company N.V. ("Mittal Steel") is pleased to announce today the final results of its offer for Arcelor securities, which expired on July 13 in Belgium, France, Luxembourg, Spain and the U.S. As of such date, in the aggregate:

- 594,549,753 Arcelor shares have been tendered (including Arcelor shares underlying Arcelor ADSs tendered in the U.S. offer); and

- 19,858,533 Arcelor convertible bonds (OCEANEs 2017) have been tendered; which represent, on a fully-diluted basis, 91.88% of Arcelor's share capital and 91.97% of Arcelor's voting rights.

Pursuant to Luxembourg and Belgian laws as disclosed in the offer prospectus, as supplemented, there will be a subsequent offering period of the offer in Belgium, France, Luxembourg, Spain and the U.S. from July 27, 2006 to August 17, 2006. The subsequent offering period will have the same terms and conditions as the initial offering period that ended on July 13, 2006 (except for the minimum tender condition, which has already been met as set forth below), as provided in the offer prospectus, as supplemented.

Pursuant to Luxembourg law, after the end of the subsequent offering period, Arcelor's remaining shareholders will be entitled to initiate proceedings to sell their shares to Mittal Steel, either for the same consideration as offered in the offer, or at a price of EUR40.40 per Arcelor share. This sell-out right must be exercised during the three-month period starting on August 18, 2006 and ending on November 17, 2006.

Commenting, Mr Lakshmi N. Mittal, Chairman and Chief Executive, said:

"I am delighted at this result which is a resounding endorsement of the strategic logic and value of the merger of Mittal Steel and Arcelor, a truly industry transforming deal. We are very excited about our future as one company and believe this strong vote of confidence from shareholders paves the way for a speedy integration process, allowing us to realise the full benefits of working together as the undisputed world steel leader."

Geographical breakdown of share tenders The geographical break-down of shares tendered is as follows: - 2,879,447 Arcelor shares in Belgium through Euroclear Belgium; - 482,492,571 Arcelor shares in France through Euroclear France;

- 24,616,293 Arcelor shares in Luxembourg through Clearstream Luxembourg and Euroclear Bank;

- 45,660,679 Arcelor shares in Spain through Iberclear; - 929,712 Arcelor ADSs in the U.S.; and - 37,971,051 Arcelor shares through the Arcelor shareholder register. Satisfaction of the Minimum Tender Condition

On a fully-diluted basis calculated in the manner described in the offer prospectus, as supplemented, the number of Arcelor shares and convertible bonds tendered in the offer represents 91.88% of Arcelor's share capital and 91.97% of Arcelor's voting rights.

Based on these results and as announced by Mittal Steel on July 18, the minimum tender condition is satisfied and Mittal Steel's offer is successful. Accordingly, Mittal Steel will accept all the Arcelor shares and convertible bonds tendered in its offer. In addition, the settlement of the offer, the delivery of the Mittal Steel shares offered in the offer, the payment of the cash consideration of the offer and the listing of the new Mittal Steel shares issued as consideration in the offer on Euronext Amsterdam, Euronext Brussels, Euronext Paris, the Luxembourg Stock Exchange, the New York Stock Exchange and the stock exchanges of Barcelona, Bilbao, Valencia and Madrid will occur on August 1, 2006.

Proration and allocation procedures In the aggregate, 594,549,753 Arcelor shares were tendered, of which: - 219,071,736 in the primary mixed cash and exchange offer ; - 312,009,440 in the secondary cash offer; and - 63,468,577 in the secondary exchange offer.

Given the fact that the ratio of the number of shares tendered in the secondary cash offer to the number of shares tendered in the secondary exchange offer exceeds 31.1/68.9, pursuant to the proration and allocation procedures described in the offer prospectus, as supplemented, 283,380,241 Arcelor shares tendered in the secondary cash offer were deemed to be tendered in the primary mixed cash and exchange offer. As a result thereof, Mittal Steel will acquire the Arcelor shares tendered in its offer according to the following distribution:

- 502,451,977 Arcelor shares in the primary mixed cash and exchange offer; - 28,629,199 Arcelor shares in the secondary cash offer; and - 63,468,577 Arcelor shares in the secondary exchange offer.

As a result of the above, holders who tendered Arcelor shares (or Arcelor ADSs) in the secondary cash offer will, in the aggregate, receive the all-cash consideration of EUR40.40 per Arcelor share (or U.S. Dollar equivalent) in respect of only 9.18% of the Arcelor shares that they tendered in the secondary cash offer and will receive the standard mixed consideration of EUR12.55 in cash and 13:12 Mittal Steel class A common share for each Arcelor share (or an amount in U.S. dollars equal to EUR12.55 in cash and 1.083 Mittal Steel class A common share in exchange for each Arcelor ADS) in respect of 90.82% of the Arcelor shares that they tendered in the secondary cash offer. It is, however, important to note that these figures do not take into account the full effect of fraction of shares or reflect the effect of rounding. The consideration that holders will receive in exchange for Arcelor shares (or Arcelor ADSs) that they tendered in the primary offer and in the secondary exchange offer will not be subject to any adjustment and will be paid in the amounts described in the offer prospectus, as supplemented.

As a result, 665.6 million new Mittal Steel shares will be issued as consideration for the offer and the cash portion of the total offer consideration will be around EUR7.774 billion. Once these new shares have been issued on the settlement date, there will be a total of approximately 1,378.5 million Mittal Steel shares issued and the market capitalization of Mittal Steel will be approximately US$44.3 billion (EUR35.1 billion) (based on the closing Mittal Steel share price (NYSE) of US$32.15 (EUR25.46) on July 24, 2006), with a free float[1] of approximately 755.2 million shares representing about 54.8% of the total market capitalization.

As previously announced, following completion of the anticipated post-offer merger of Mittal Steel with Arcelor, the combined Group will be re-named Arcelor Mittal.

Subsequent offering period

Since Mittal Steel has acquired more than one-third of the voting rights of Arcelor in its offer for Arcelor shares and convertible bonds (OCEANEs 2017) and more than 90% of Arcelor's issued shares, pursuant to applicable Luxembourg and Belgian laws, respectively, there will be a subsequent offering period of the offer in Belgium, France, Luxembourg, Spain and the U.S. from July 27, 2006 to August 17, 2006.

The subsequent offering period will be subject to the same terms and conditions as the initial offering period that ended on July 13, 2006 (except for the minimum tender condition, which has already been met as set forth above), as provided in the offer prospectus, as supplemented. In particular, during such subsequent offering period, Mittal Steel will offer the same consideration as that offered during the initial offering period, and such consideration will be subject to the same adjustment mechanisms, all as summarized below:

- in the primary mixed cash and exchange offer relating to Arcelor shares, EUR150.60 and 13 new Mittal Steel shares for every 12 Arcelor shares;

- in the secondary cash offer relating to Arcelor shares, EUR40.40 per Arcelor share;

- in the secondary exchange offer relating to Arcelor shares, 11 new Mittal Steel shares for every 7 Arcelor shares; and

- in the mixed cash and exchange offer relating to Arcelor convertible bonds (OCEANEs 2017), EUR188.42 and 13 new Mittal Steel shares for every 12 Arcelor convertible bonds.

Mittal Steel will accept all Arcelor shares and convertible bonds (OCEANEs 2017) validly tendered as of the expiration date of the subsequent offering period. In tendering Arcelor securities, each holder and, in the case of Spain, each financial intermediary which is a member of Iberclear and submits tender orders, will be deemed to represent and warrant that it has full power and authority to tender, sell, assign and transfer its Arcelor securities (and any distributions) and that it tenders good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and the Arcelor securities are not subject to any adverse claim. In tendering Arcelor securities, each holder will also be deemed to represent and warrant that it is able to tender its Arcelor securities in the offer under the applicable laws and regulations of the jurisdiction in which it is located. In addition, holders of Arcelor securities who have tendered their securities during the subsequent offering period may revoke their orders made during such subsequent offering period and withdraw their securities at any time until the last day of the subsequent offering period.

Holders of Arcelor securities tendering their securities in the European offer (i.e., (i) holders of Arcelor securities (other than ADSs) located in Belgium, France, Luxembourg and Spain and (ii) holders of Arcelor securities (other than ADSs) in any jurisdiction outside Belgium, France, Luxembourg, Spain, Japan, The Netherlands and the United States to the extent such holders may participate in the European offer pursuant to applicable local laws and regulations) may complete one of the acceptance forms attached hereto (one for tendering Arcelor shares held through a financial intermediary, one for tendering Arcelor shares directly registered in the Arcelor share register and one for tendering Arcelor convertible bonds). In order to revoke their orders and withdraw their securities tendered in the subsequent offering period, such securityholders may also complete the form of withdrawal request attached hereto. French, Spanish and Dutch versions of these acceptance and withdrawal forms are available on Mittal Steel's and Arcelor's websites.

Holders of Arcelor securities tendering their securities in the U.S. offer (i.e., holders of Arcelor shares and convertible bonds who are U.S. holders (within the meaning of Rule 14d-1(d) under the U.S. Securities and Exchange Act of 1934, as amended) and holders of Arcelor ADSs worldwide) may complete the acceptance forms previously delivered to them or may request such forms from the information agent for the offer (D.F. King & Co., Inc., at 1-800-347-4857), but may not use the acceptance forms attached hereto.

As described in the offer prospectus, as supplemented, the proration and allocation procedures will be applied separately to the pool of shares tendered during the subsequent offering period, so as to ensure that 68.9% of the offer consideration paid in relation to such subsequent offering period consists of Mittal Steel shares and 31.1% of the offer consideration paid in relation to such subsequent offering period consists of cash. For the avoidance of doubt, additional exchange pool facilities will also be implemented with respect to fractions of shares resulting from tenders during such subsequent offering period.

The settlement timetable for the subsequent offering period will be as follows:

August 23, 2006 Centralisation of tenders August 29, 2006 Publication of the final results September 4, 2006 Settlement (including, for the avoidance of doubt, the delivery of the new Mittal Steel shares to be issued as consideration for the Arcelor securities tendered in the offer during the subsequent offering period and the payment of the related cash consideration) Listing of the new Mittal Steel shares issued in the subsequent offering period on Euronext Amsterdam, Euronext Brussels, Euronext Paris, the Luxembourg Stock Exchange, the New York Stock Exchange and the stock exchanges of Barcelona, Bilbao, Valencia and Madrid Mandatory sell-out

Pursuant to Article 16 of the Luxembourg law dated May 19, 2006 on takeover bids, minority shareholders have a sell-out right if following an offer the offeror owns more than 90% of the voting rights of a Luxembourg company. Accordingly, Arcelor's remaining shareholders will be entitled to sell their shares to Mittal Steel within three months following the expiration of the subsequent offering period of the offer, starting on August 18, 2006 and ending on November 17, 2006. The consideration paid in the sell-out proceedings must take the same form as the consideration offered in the offer or consist solely of cash, provided however that, in the former case, an all-cash option be offered. The consideration offered in the sell-out proceedings must be a "fair price"; the consideration offered in the offer would be deemed a "fair price" since 90% of the Arcelor voting rights will have been acquired in the offer. The Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") has indicated that the fair price of the all-cash option that will be offered in the sell-out proceedings will be the same as the cash consideration offered in the secondary cash offer, i.e., EUR40.40 per Arcelor share; accordingly, Mittal Steel will offer this price for the all cash option. The other details of the sell-out proceedings will be set out in a separate press release which will be issued prior to August 18, 2006.

No Offer

No offer to exchange or purchase any Arcelor shares or convertible bonds has been or will be made in The Netherlands or in any jurisdiction other than Luxembourg, Belgium, Spain, France and the United States. This document does not constitute an offer to exchange or purchase any Arcelor shares or convertible bonds. Such an offer is made only pursuant to the official offer document approved by the appropriate regulators.

Important information

In connection with its proposed acquisition of Arcelor S.A., Mittal Steel has filed important documents (1) in Europe, with the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg, the Commission Bancaire, Financiere et des Assurances (CBFA) in Belgium, the Comision Nacional del Mercado de Valores (CNMV) in Spain and the Autorite des marches financiers (AMF) in France, including local versions of the Information Document approved by the CSSF, the CBFA and the AMF (AMF approval no. 06-139) on May 16, 2006 and by the CNMV on May 22, 2006 and local versions of supplements thereto approved by such regulators on May 31, 2006 (AMF approval no. 06-169) and July 4, 2006 (AMF no. 06-250), and a Share Listing Prospectus approved by the Autoriteit Financiele Markten (AFM) in The Netherlands on May 16, 2006 and supplements thereto approved by the AFM on May 31, 2006, June 23, 2006, July 4, 2006, and July 5, 2006 and (2) with the Securities and Exchange Commission (SEC) in the United States, including a registration statement on Form F-4, a Prospectus for the exchange offer, dated June 7, 2006, an Amended and Restated Exchange Offer Prospectus, dated June 29, 2006, a prospectus supplement dated July 7, 2006, and related documents. Investors and Arcelor security holders outside the United States are urged to carefully read the Information Document and the Share Listing Prospectus, including the supplements thereto, which together contain all relevant information in relation to the Offer. Investors and Arcelor security holders in the United States are urged to carefully read the registration statement on Form F-4, the Amended and Restated Exchange Offer Prospectus, the prospectus supplement thereto, and related documents. All such documents contain important information. Investors and Arcelor security holders may obtain copies of such documents free of charge on Mittal Steel's website at http://www.mittalsteel.com/. In addition, the French version of the Information Document is available on the AMF's website at http://www.amf-france.org/, the Spanish version of the Information Document is available on the CNMV's website at http://www.cnmv.es/, and the registration statement on Form F-4, the Amended and Restated Prospectus, the prospectus supplement thereto and related documents are available on the SEC's website at http://www.sec.gov/.

About Mittal Steel

Mittal Steel is the world's largest and most global steel company. The company has operations in sixteen countries, on four continents. Mittal Steel encompasses all aspects of modern steelmaking, to produce a comprehensive portfolio of both flat and long steel products to meet a wide range of customer needs. It serves all the major steel consuming sectors, including automotive, appliance, machinery and construction.

For 2005, Mittal Steel had revenues of US$28.1 billion and steel shipments of 49.2 million tons. The company trades on the New York Stock Exchange and Euronext Amsterdam under the ticker symbol "MT."

A form of acceptance can be found on http://www.mittalsteel.com/

[1] I.e., excluding shareholders owning more than 5% of the total equity.