(Free Translation: For reference only – Original in Portuguese)
USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. – USIMINAS
CNPJ/MF 60.894.730/0001-05
NIRE 313.000.1360-0
Publicly Traded Company
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING
1) Time date and location: The Shareholders’ Meeting was held on July 19th,
2016, at 1PM, at the Company’s headquarters, at Rua Professor José Vieira de
Mendonça, 3.011, Engenho Nogueira, in this city of Belo Horizonte, capital of the
Minas Gerais state.
2) Notice and Publication: The Meeting was called as Notice published in the
following newspapers: Diário Oficial do Estado de Minas Gerais, (on June 18th
and 29th, 2016 and on July 6th, 2016 – pages 10, 5 and 2, respectively) and Estado
de Minas (on June 18th and 29th, 2016 and on July 6th, 2016 – pages 14, 15 and
15, respectively).
3) Attendance: The meeting was installed with the attendance of shareholders
representing 81.58% of the voting stock and 8.41% of the preferred shares issued
by the Company. Were also present the Company’s Finance and Investor Relations
Vice President Officer, Ronald Seckelmann and the Fiscal Council Members, Messrs.
Lúcio de Lima Pires, Wagner Mar and Wanderley Resende de Souza.
4) Board: Chairman, Elias de Matos Brito; First Secretary, Marcus de Freitas
Henriques; Second Secretary, Gustavo Godinho Capanema Barbosa.
5) Agenda: deliberate on (i) homologation of the capital increase approved at the
Extraordinary Shareholders’ Meeting on April 18th, 2016, in the total amount of
R$1,000,000,000.00, through the consequent issuance of 200,000,000 common
shares, identical to the shares of this type that already exist, all registered and with
no par value, at the issuance price of R$5.00 per share; (ii) amending of the
Heading of Article 5 of the Company Bylaws, regarding the capital stock value and
the quantity of shares in which it is divided, as per (i) the capital increase referred
on item 1 of the Agenda; and (ii) the capital increase carried out within the
authorized capital limits, approved by the Board of Directors on March 11th, 2016
and partially homologated on June 3rd, 2016, with the issuance and subscription of
39,292,918 class “A” preferred shares, identical to the shares of this type that
already exist, at the issuance price of R$ 1.28 per share, totaling R$
50,294,935.04; and (iii) amending of the § 1º of Article 5 of the Company Bylaws,
in order to reflect the deduction, in the amount of shares corresponding to the
authorized capital of the Company, of the 39,292,918 class “A” preferred shares
effectively issued in the capital increase approved by the Board of Directors on
March 11th, 2016 and partially homologated on June 3rd, 2016. The documents
related to the matters on the agenda were previously made available to
Shareholders at the Company's headquarters, at the Comissão de Valores
Mobiliários - CVM and at the BM&FBOVESPA – Bolsa de Valores, Mercadorias e
Futuros (“BM&FBOVESPA”), and also in the websites of the Company
(www.usiminas.com), of CVM (www.cvm.gov.br) and of BM&FBOVESPA
(www.bmfbovespa.com.br).
(Free Translation: For reference only – Original in Portuguese)
6) DELIBERAÇÕES APROVADAS:
6.1) Initially, was unanimously approved that the minutes of the Shareholders’
Meeting shall be prepared in the summary form, and that its publication shall be
made without the Shareholders’ signatures, pursuant to the 1st and 2nd paragraphs
of article 130, of the Law 6.404/1976.
6.2) After analysis and discussion on the matter, it was unanimously approved,
having been ascertained 412,191,912 votes in favor, with no vote against or
abstention, in accordance with the voting map filed in the Company’s headquarters,
the homologation of the capital increase approved at the Extraordinary
Shareholders’ Meeting held on April 18th, 2016 (“Capital Increase ON”), in the total
amount of R$1,000,000,000.00 (one billion reais), in view of the subscription of the
totality of the 200,000,000 common shares, identical to the shares of this type that
already exist, all registered and with no par value, that were issued due to the
Capital Increase ON, at the issuance price of R$5.00 per share.
6.3) In view of the homologation of the Capital Increase ON, as deliberated in item
6.2 above, was unanimously approved, having been ascertained 412,191,912 votes
in favor, with no vote against or abstention, in accordance with the voting map filed
in the Company’s headquarters, the amending of the Heading of Article 5 of the
Company Bylaws, regarding the capital stock value and the quantity of shares in
which it is divided, as per (i) the Capital Increase ON; and (ii) the capital increase
carried out within the authorized capital limits, approved by the Board of Directors
on March 11th, 2016 and partially homologated on June 3rd, 2016, with the
issuance and subscription of 39,292,918 class “A” preferred shares, identical to the
shares of this type that already exist, at the issuance price of R$ 1.28 per share,
totaling the amount of R$ 50,294,935.04 (“Capital Increase PN”). Thus, and
considering the updated information from the bookkeeper (“agente escriturador”)
on the conversions of preferred shares class “B” into preferred shares class “A”,
done pursuant the 3rd paragraph of article 6th of the Company´s Bylaws, the
heading of Article 5 of the Company Bylaws shall present the following wording:
“Article 5 – The Company's Capital is R$ 13,200,294,935.04
(thirteen billion, two hundred million, two hundred ninety
four thousand and nine hundred thirty five reais and four
cents), divided into 1,253,079,108 (one billion, two hundred
fifty three million, seventy nine thousand, and one hundred
and eight) shares, where 705,260,684 (seven hundred and
five million, two hundred and sixty thousand and six hundred
eighty four), are common shares, 547.740.661 (five hundred
and forty seven million, seven hundred and forty thousand
and six hundred sixty one) are class A preferred shares and
77.763 (seventy seven thousand, seven hundred sixty three)
are class B preferred shares, all registered, with no par
value.”
6.4) Lastly, was unanimously approved, having been ascertained 412,191,912
votes in favor, with no vote against or abstention, in accordance with the voting
(Free Translation: For reference only – Original in Portuguese)
map filed in the Company’s headquarters, the amending of the § 1st of Article 5 of
the Company Bylaws, in order to reflect the deduction, in the amount of shares
corresponding to the authorized capital of the Company, of the 39,292,918 class
“A” preferred shares effectively issued in the Capital Increase PN. Thus, the § 1st of
Article 5 of the Company Bylaws shall present the following wording:
“Article 5 – (…)
1st Paragraph – The Company is authorized to increase its
capital by Board of Directors’ deliberation, notwithstanding
any Bylaw changes, exclusively by issuance of up to
11,396,392 (eleven million, three hundred and ninety six
thousand, three hundred and ninety two) preferred shares of
existing class.”
6.5) In view of the deliberations approved pursuant to items 6.3 and 6.4 above,
the Company's Bylaws is consolidated in the form of the Attachment I to these
minutes.
7) STATEMENTS: Were filed in the Company’s headquarters the written
statements presented by the shareholders of NSSMC Group and by the funds
represented by Citibank and JP Morgan.
8) ADJOURNMENT – With no further business, the meeting was adjourned for the
draw up of these Minutes containing the summary of the facts, which, after
approved was signed by the Board and by the shareholders presents.
Belo Horizonte, July 19th, 2016.
Mesa:
(Original document signed)
Elias de Matos Brito
Chairman
(Original document signed)
Marcus de Freitas Henriques
First Secretary
Shareholders:
(Original document signed)
(Original document signed)
Gustavo Godinho Capanema Barbosa
Second Secretary