Usiminas Sede

Rua Prof. Jos Vieira de Mendona, 3.011

Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

USINAS SIDERRGICAS DE MINAS GERAIS S.A. - USIMINAS

Publicly Traded Company
CNPJ/MF 60.894.730/0001-05
NIRE 313.000.1360-0

MANAGEMENT PROPOSAL FOR EXTRAORDINARY SHAREHOLDERS MEETING ON

JANUARY 21ST, 2016

Usinas

Siderrgicas

de

Minas

Gerais

S.A.

USIMINAS

(Usiminas

or

st

Company), in view of the Extraordinary Shareholders Meeting called for January 21 , 2016,
in accordance with the Call Notice released on December 24th, 2015, and pursuant to the
provisions of the articles 10 and 11 of CVM Ruling n. 481/2009, presents the information
related to the matters of the Meetings agenda, which are: (1) Amendment of Articles 12 and
28 of the Company's Bylaws in order to set forth a new form of election of the employees
representative in the Board of Directors who will exercise mandate from the Annual General
Meeting to be held in 2016; and (2) Election of Messrs.: (i) Yoichi Furuta, as effective member
of the Board of Directors; (ii) Oscar Montero Martinez, as effective member of the Board of
Directors; (iii) Eiji Hashimoto as the third alternate of Board Members Yoichi Furuta, Fumihiko
Wada and Paulo Penido Pinto Marques; and (iv) Guilherme Poggiali Almeida, as first alternate
of Board Members Elias de Matos Brito, Oscar Montero Martinez and Roberto Caiuby Vidigal, all
for a term until the Company's Annual Shareholders Meeting to be held in 2016, in accordance
with the appointments made by the Board of Directors in the meetings held on July 29, 2015
and August 27, 2015.
1 AMENDMENT OF BYLAWS ARTICLES 12 AND 28
The alterations proposed were approved by the Board of Directors in meeting held
on December 17th, 2015, aiming to adjust the Bylaws to article 140, sole paragraph, of Law n.
6.404/1976,

in

accordance

with

CVMs

decision

on

the

Administrative

Proceedings

RJ2013/4386 and RJ2013/4607, and also conciliating with obligations imposed to the Company
by the Public Notices PND-A-01/91-USIMINAS and PND-A-02/93-COSIPA (together, Public
Notices), and its related attachments, as amended, which regulate, respectively, the
privatization process of Usiminas and of Companhia Siderrgica Paulista COSIPA, which was
incorporated by Usiminas on April 30th, 2009.

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

In this sense, the employees representative in Usiminas Board of Directors will be

chosen by direct election, to be organized by the Company with the participation of the unions
that represent its employees. As per the rules set forth in the Public Notices, will be able to
vote and to be candidates in the referred election the employees and retired members of the
Company and of its subsidiary Usiminas Mecnica S.A., as well as Previdncia Usiminas
participants, satisfied the definitions and other rules provided for in the REGULATION FOR THE
ELECTION OF USINAS SIDERRGICAS DE MINAS GERAIS S.A. USIMINAS EMPLOYEES
REPRESENTATIVE TO THE BOARD OF DIRECTORS (Regulation), which was approved by the
Board of Directors in Meeting held on December, 12nd, 2015.
If the present proposal is approved, Bylaws paragraph 1st of article 12 will have its
wording modified and will be included a new paragraph 2nd, while the caput and other
paragraphs of article 12 will have alterations of cross reference and renumbering only. In this
sense, Bylaws paragraphs 1st and 2nd of article 12 will present the following wording:

Art. 12 (...)
Paragraph 1st It is duly guaranteed to employees and retired members of the
Company and its subsidiary Usiminas Mecnica, as well as to the participants of
Previdncia Usiminas, the right to elect, together, an effective member of the
Board of Directors and his respective alternate, in accordance with the
provisions of the flowing paragraph.
Paragraph 2nd The election of the Board of Directors member mentioned in
paragraph 1st of this article shall happen by the direct vote of the employees and
retired members of the Company and its subsidiary Usiminas Mecnica S.A., as
well as by the participants of Previdncia Usiminas, and will be organized by the
Company, in the manner mentioned in article 140, sole paragraph, of Law n.
6.404/1976 and in accordance with the requirements and other rules set forth in
the regulation approved by the Board of Directors. The results of such election
must be informed to the General Meeting that will deliberate upon the election of
the referred representative.

Also in accordance with CVMs decision given in Administrative Proceedings

RJ2013/4386

and

RJ2013/4607,

the

new

procedure

for

election

of

the

employees

representative in Usiminas Board of Directors will be effective only from the Ordinary
Shareholders Meeting to be held on 2016, when the term of office of the current employees
representative in Board of Directors ends.

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

Regarding this point, a transitory provision in the Bylaws article 28 was included,
with the exclusion of its current wording, of transitory nature and whose effects ceased on
April 4th, 2012. Also a sole paragraph in the aforementioned article was included, of a
transitory nature as well, related to the maintenance of Previdncia Usiminas rights to
nominate the employees representative in the Board of Directors, and its respectively
alternate member, until the Ordinary Shareholders Meeting to be held on 2016, as provides
the current wording of Bylaws article 12. In this regard, article 28 of the Bylaws shall present
the following wording:

Art. 28 The employees representative to the Board of Directors and his

alternate will only be chosen in the established form of 2nd of article 12 to
perform their duties after the Ordinary General Meeting to be held on 2016.
Sole paragraph Until the Ordinary General Meeting of 2016, Previdncia
Usiminas shall keep the right to indicate the employees representative to the
Board of Directors and his alternate, as long as it maintains at least 5% (five
percent) of the ordinary shares issued by the Company, as established in the
adopted rule of article 12 of this Bylaws until the Extraordinary General Meeting
of 2016.

The Company clarifies that after the approval of the alteration proposal of Usiminas
Bylaws, it will begin to organize the election of the employees representative to the Board of
Directors, as established in the Regulation, in order to conclude the aforementioned election
before the next Ordinary Shareholders Meeting, expected to be held on April 28th, 2016.
Annex 1 to the present Proposal has the copy of Companys Bylaws, highlighting
the alterations proposed in articles 12 and 28.
2 ELECTION OF BOARD OF DIRECTORS MEMBERS
The inclusion of the election of members of the Board of Directors in the agenda
of Extraordinary Shareholders Meeting of January 21 st, 2016 is necessary because of the rule
set forth in article 150 of Law n. 6.404/1976, which establishes that in case of vacancy of a
directors position, the alternate shall be nominated by the remaining directors and will occupy
the position until the first shareholders meeting.
In this sense, the Board of Directors, in meetings held on July 29 th, 2015 and
August 27th, 2015, elected, as effective members of the Board of Directors, Mr. Yoichi Furuta

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

and Oscar Montero Martinez, in replacement, respectively, of Mr. Eiji Hashimoto and Mr. Daniel
Agustn Novegil, who resigned to the position of effective members to which they were elected
in the Extraordinary Shareholders Meeting held on April 6 th, 2015, by the majoritarian voting
system.
As Mr. Yoichi Furuta and Mr. Oscar Montero Martinez were already alternate
members of the Board of Directors, their positions also became vacant and, therefore, the
body elected, in the meetings of July 29st, 2015 and August 27st, 2015, Mr. Eiji Hashimoto as
third alternate of Directors Yoichi Furuta, Fumihiko Wada and Paulo Penido Pinto Marques, and
Mr. Guilherme Poggiali Almeida as first alternate of Directors Elias de Matos Brito, Oscar
Montero Martinez and Roberto Caiuby Vidigal.
Thereby, according to article 150 of Law n. 6.404/1976, at the extraordinary
shareholders meeting to be held on January 21st, 2016 the election shall be only for the
positions that were occupied by the resigning Directors and the alternate Directors that were
elected as effective members by the Board of Directors. The Directors that will be elected in
the extraordinary shareholders meeting of January 21 st, 2016 shall have their terms of office
until the ordinary shareholders meeting of 2016. The other members of the Board of Directors
shall remain in their positions, with their terms of office unchanged and standing until the
ordinary shareholders meeting of 2016, when the election to all positions of the Board of
Directors shall take place.
Thus said, the proposal of Usiminas controlling shareholders consists on the
election of the same candidates that have already been nominated by the Board of Diretors
and are currently occupying the positions in the Board of Directors, as follows: (i) Yoichi
Furuta, as effective member of the Board of Directors; (ii) Oscar Montero Martinez, as effective
member of the Board of Directors; (iii) Eiji Hashimoto, as third alternate of the Directors Yoichi
Futura, Fumihiko Wada and Paulo Penido Pinto Marques; and (iv) Guilherme Poggiali Almeida,
as first alternate of Directors Elias de Matos Brito, Oscar Montero Martinez and Roberto Caiuby
Vidigal.
The second annex to this Proposal contains the information listed in items 12.5
to 12.10 of the Reference Form in relation to the four candidates above mentioned.

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

ANNEX 1 BYLAWS INDICATING THE PROPOSED MODIFICATIONS IN ARTICLES 12

AND 28

CHAPTER I - Name, Purpose, Main Offices, Duration - Article 1 Usinas Siderrgicas de

Minas Gerais S.A. USIMINAS is an open capital company that will be governed by the present
Bylaws and by the legislation in effect. Sole Paragraph The Company, its shareholders,
management and members of the Fiscal Council are also subject to the provisions set forth by
the Regulation of Corporate Governance Level 1 from BM&FBovespa S.A. Bolsa de Valores,
Mercadorias e Futuros. Article 2 The Company has as its purpose the development of steel
industry and sale of its products and sub-products, and may also execute port activities for
itself or to third parties, import and export and practice other industrial, commercial and
service provision activities of any nature, whether correlated or not. Sole Paragraph The
Company may, at criteria of the Board of Director, participate in other companies or
enterprises of any nature, in Brazil or abroad. Article 3 The Company has its main offices
and venue in Belo Horizonte, capital of the State of Minas Gerais, and may open, in Brazil or
abroad, affiliates, offices, representations and any other establishments, at the criteria of the
Board of Directors. Article 4 The Company is of undetermined duration. CHAPTER II
Share Capital and Shares - Article 5 The Company's Share Capital is
R$12.150.000.000,00 (twelve billion, one hundred and fifty million reais), divided into
1.013.786.190 (one billion, thirteen million, seven hundreds and eight six thousands, one
hundred and ninety) shares, where 505.260.684 (Five hundred and five million, two hundred
and sixty thousands and six hundred and eighty four), are common shares, 508.438.474 (five
hundred and eight million, four hundred and thirty eight thousands, four hundred and seventy
four) are class A preferential shares and 87.032 (eighty seven thousands, thirty two) are class
B preferential shares, all registered, no par value. 1st Paragraph The Company is
authorized to increase its share capital by Board of Directors deliberation, notwithstanding
Bylaw changes, exclusively by issuance of 50.689.310 preferred shares of existing class. 2nd
Paragraph In the case envisaged in the previous paragraph, the Board of Directors shall be
in charge of establishing the issuance price, the number and class of the preferred shares to be
issued, as well as the term and conditions for paying up. 3rd Paragraph The Board of
Directors may resolve for issuing the subscription bonus in preferred shares of existing class.
4th Paragraph Within the limit of authorized share capital and according to the plans
approved by the Shareholders Meeting, the Board of Directors may grant share purchase or
subscription of shares option of preferred shares of existing class to its directors, officers and
employees as well as to the directors, officers and employees of others companies controlled
directly or indirectly by the Company, with no pre-emption rights to the shareholders. 5th
Paragraph It is forbidden for the company to issue profit-sharing bonds. Article 6 Each
common share has the right to 1 (one) vote at Shareholders Meetings. 1st Paragraph
Preferred shares are not entitled voting rights, but shall grant to its holders, the following
rights and advantages: (i) dividends 10% (ten per cent) greater than those assigned to
common shares, and (ii) the right to participate, under equal conditions with common shares,
in any bonus issues voted in a Shareholders Meeting. 2nd Paragraph - Besides the provided
in the previous paragraph, holders of class B preferred shares shall have priority in the
reimbursement of capital, without the right to premium, should the Company go into
liquidation. Holders of class A preferred shares shall have the same priority, however, only
after the priority given to class B preferred shares has been seen to. 3rd Paragraph Class B

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

preferred shares may, at any time and under the shareholders exclusive criterion, be
converted into class A preferred shares. Preferred shares of both classes cannot be converted
into common shares. 4th Paragraph The issuance of new shares may be undertaken
without being prorate to the species and classes of the outstanding shares. 5th Paragraph The institution where the registered shares are deposited is authorized to charge the cost of
the transference service from the shareholder, subject to the maximum limits set by the
Brazilian Securities Commission (CVM). CHAPTER III Shareholders Meeting - Article 7
The Shareholders Meeting bears its attributions and powers set forth in the Law and shall
ordinarily meet, within the first four months, following the closing of the financial year, to
deliberate on the matters envisaged under article 132 of Law n 6404/1976 and,
extraordinarily, whenever Company interests so require. 1st Paragraph The Extraordinary
Shareholders Meeting and the Ordinary Shareholders Meeting may be cumulatively convened
and held at the same venues, date and time, and documented in a sole Minute. 2nd
Paragraph The Shareholders Meeting shall be convened by the Board of Director by the
deliberation of the majority of its members, or still in the cases envisaged under to sole
paragraph of article 123 of Law n 6404/1976. 3rd Paragraph The documents pertaining to
the matters to be discussed at the Shareholders Meeting shall be made available to the
shareholders at the Company headquarters, on the date of publication of the first call notice,
except for the cases in which the standing law or regulation requires their availability in a
longer timeframe. Article 8 Except for the cases envisaged in the law, the Shareholders
Meeting shall be installed, at first call, with the attendance of shareholders representing a
quarter of the capital stock with voting rights; at second call, the Shareholders Meeting shall
be installed with any number of attendees. 1st Paragraph - The Extraordinary Shareholders
Meeting which bears as object the amendment of this Bylaw shall be installed, at first call, with
the presence of shareholders who represent two-thirds of capital stock with voting rights, but
may be installed at second call with any number of attendees. 2nd Paragraph The
shareholders, in order to attend the Shareholders Meetings, shall present, in addition to an
identity document, within a minimum of 48 (forty-eight) hours in advance, (i) proof of shares
hold by him/her issued by the scriptural institution within 5 (five) days preceding such
Meeting; (ii) instrument of mandate which meets the requirements sets forth under article 126
of Law n 6404/1976; and/or (iii) concerning the shareholders participating in the nominal
share fungible custody, a balance statement bearing the pertinent shareholding, issued by the
competent entity. 3rd Paragraph The Meetings shall be presided by the Companys
Chairman of the Board of Directors or, in the latters absence, by any other director present. If
none of the members of the Board of Directors is present at the meeting, the Shareholders
Meeting shall be presided by any shareholder or any representative of a shareholder present at
that meeting. The Chairman shall invite, from the attendees, one or more secretaries to the
Table. 4th Paragraph Shareholders Meeting resolutions shall be taken by majority of
attendees votes, blank votes not being computed, except for the cases envisaged in the law,
as well as the votes cast in violation to the shareholders agreement filed in the Companys
headquarters, in accordance with article 26 of these Bylaws. 5th Paragraph The
Shareholders Meeting shall only be able to deliberate on issues on the agenda, found in the
pertinent call, being voided the approval of issues under generic heading. 6th Paragraph
Minutes of the meeting shall be drawn up on the Shareholders Meeting works and resolutions
which shall be signed by the Table and by the shareholders attending. CHAPTER IV
Administration - Section I General Provisions - Article 9 The Company shall be
administered by the Board of Directors and by the Board of Officers. 1st Paragraph The
assumption of office will be formally installed by signing a deed in the adequate book, signed

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

by the officer taking charge, being waived any management guarantee. 2nd Paragraph The
investiture of the members of the Board of Directors and Board of Officers is subject to prior
subscription of the Management Consent Term, as set forth in the Regulation of Corporate
Governance Level 1 from BM&FBovespa S.A. Bolsa de Valores, Mercadorias e Futuros, as well
as the fulfillment of the applicable legal requirements. 3rd paragraph - The officers shall
remain in office until their replacements take over. 4th Paragraph The Company's officers
shall have a solid reputation and cannot be elected, unless waived by the Shareholders
Meeting, the one who: (i) holds positions in companies that could be considered competitors of
the Company, or (ii) has or represents conflicting interests with the Company. Article 10
The officers remuneration shall be set by the Shareholders Meeting. Sole Paragraph The
Shareholders Meeting may set a global amount to be distributed among the officers, in which
case the Board of Directors will be in charge of such distribution. Article 11 The Company's
bodies shall function with the presence of at least 2/3 (two thirds) of its elected members, on a
first call, and with simple majority on a second call. The person chairing the works shall have,
besides his/her personal vote, the tiebreaker vote. Section II Board of Directors - Article
12 The Board of Directors shall be comprised by up to 15 (fifteen) effective members and up
to an equal number of alternates. The sitting members and the alternates of the Board of
Directors shall be elected by the Shareholders Meeting and may be dismissed at any time by
resolution of the Shareholders Meeting, considering that each shareholder or group of
shareholders which elects one or more effective members of the Board of Directors shall have
the right to elect up to an equal number of alternates. In the event of election of more than
one alternate member of the Board of Directors by a shareholder or group of shareholders, the
respective shareholder or group of shareholders shall indicate the order of replacement to be
found among the alternates in case of absences and impediments of the effective members,
for purposes of paragraph 5 6 of this Article 12. 1st Paragraph One of the effective
members shall always be a representative of the Company's employees. Such representative
shall be indicated by Caixa dos Empregados da Usiminas as long as it holds at least 5% (five
percent) of the common shares. Through the multiple voting procedure, the shares from Caixa
dos Empregados da Usiminas shall only take part in the election to fill other vacancies in the
Board if there is an excess of votes after the position to which Caixa dos Empregados da
Usiminas is entitled is filled. It is assured to the employees and retirees of the Company and of
its subsidiary Usiminas Mecnica S.A., as well as to the participants of Previdncia Usiminas,
the right to elect, jointly, an effective member of the Board of Directors and its respective
alternate. 2nd Paragraph The election of the Board of Directors member mentioned on
paragraph 1st of this article shall be performed by the vote of the employees and retirees of
the Company and of its subsidiary Usiminas Mecnica S.A., as well as to the participants of
Previdncia Usiminas, and will be organized by the Company, in the form provided for by
article 140, sole paragraph, of Law 6.404/1976 and in accordance to the rules and internal
regulations for implementation of such representatives election, which shall be approved by
the Board of Directors, and the result of such voting shall be informed to the Shareholders
Meeting which deliberates on the election of the said representative. 3rd Paragraph - The
election of the Board of Directors member mentioned on paragraph 1st of this article shall be
performed by the vote of the employees and retirees of the Company and of its subsidiary
Usiminas Mecnica S.A., as well as to the participants of Previdncia Usiminas, and will be
organized by the Company, in the form provided for by article 140, sole paragraph, of Law
6.404/1976 and in accordance to the rules and internal regulations for implementation of such
representatives election, which shall be approved by the Board of Directors, and the result of
such voting shall be informed to the Shareholders Meeting which deliberates on the election of

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

the said representative. 34rd Paragraph - The Shareholders Meeting shall choose one of the
elected members of the Board of Directors to preside it. 45th Paragraph The positions of
Chairman of the Board of Directors and of Chief Executive Officer may not be held jointly by
the same person, except in the cases of vacancy, which shall be specific disclosed to the
market and for which the measures for filling the pertinent positions within a maximum term
of 180 (one hundred and eighty) days should be taken. 56th Paragraph The mandate of
the Board of Directors members is for 2 (two) years, reinstatement being admitted. 67th
Paragraph At the Board of Directors meeting, each effective member, if impeded or absent,
shall be replaced by an alternate member who has been elected by the same shareholder or
shareholders group which elected the impeded or absent effective member, subject to, if
applicable, the replacement order set by the respective shareholder or shareholders group in
the election of the alternate members, under the terms of the head provision of article 12 of
these Bylaws. 78th Paragraph - In his absence, the Chairman of the Board shall indicate
among the other effective Directors the one that will act as substitute. His substitute will, then,
act as simple Director, subject to the rule of paragraph 56th above (if applicable). In case of
impediment or vacancy, the Board will indicate its new Chairman, in the manner set in this
article. 89th Paragraph - In case of vacancies that reduce the Board of Directors to a number
lower than the majority of its elected members, a Shareholders meeting shall be called to elect
the substitutes, which shall complete the mandate of those substituted. Art. 13 It is of
competency of the Board of Directors to: a) elect and remove the members of the Board of
Officers and set their attributions, in the manner of these Bylaws; b) inspect the officers'
management, examine, at any time, the Company's books and papers, and request
information on any contracts and acts that involve or that may involve the Company; c)
deliberate upon calling the Shareholders Meetings, as determined by law; d) manifest on the
Management Report and accounts of the Board of Officers; e) set the Company's general
business orientation, setting the basic guidelines for executive action, including with regards to
technical aspects of production, sales, personnel and financial administrative management,
and expansion, and care for their strict compliance; f) establish criteria to control the
Company's business performance; g) approving the annual and pluriannual budgets, the
expansion projects and the investment programs, as well as following up their putting in place
and performance; h) approve the Company's administrative structure and establish its salary
policy; i) authorize the acquisition or sale, by the Company, of equity participation in other
companies, independently of the amount involved in the transaction, as well as guiding the
Usiminas representatives vote at meetings of the competent bodies of the Companies in which
the Company holds equity interest referring to (i) sale or burdening of permanent assets of the
company in which the Company holds equity interest whose book value is greater than R$
50,000,000.00 (fifty million reais) either in a single transaction or in a series of combined or
related transactions, (ii) investments to be made by the company in which the Company holds
equity interest whose forecast value is greater than R$ 50,000,000.00 (fifty million reais)
either in a single transaction or in a series of combined or related transactions, (iii) financing
or loan operations of the company in which the Company holds equity interest whose value is
greater than R$ 50,000,000.00 (fifty million reais) either in a single transaction or in a series
of combined or related transactions, (iv) merger, incorporation, buy-out operations, and other
forms of corporate restructuring involving the company in which the Company holds equity
interest, regardless of the amount involved; j) In accordance with the dispositions of item k of
this Article 13, approving the sale or burdening of permanent assets, the acquisition of
permanent assets, the obtaining of loans, financing, and other financial commitments, the
granting of guarantees, and the execution of any agreements whenever the value of the assets

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

sold, burdened, or acquired, of the loans, financing or financial commitments obtained, of the
guarantees provided or of the contracts executed exceeds R$ 50,000,000.00 (fifty million
reais) either in a single transaction or in a series of combined or related transactions; k)
approving the obtaining or granting of loans or financing, granting of guarantees, or approval
of any act which results in the increase of Company indebtedness to a value which exceeds 2/3
(two thirds) of its shareholders equity; l) authorizing any investment or capital expenditure
the forecast value of which exceeds R$ 50,000,000.00 (fifty million reais), to be accrued in a
single transaction or in a series of combined or related transactions, as well as the variations
above 10% (ten per cent) of the value initially authorized by the Board of Directors; m)
authorizing the participation in consortia of any nature or the execution of comprehensive
strategic alliance contracts; n) authorize negotiation by the Company of shares issued by it; o)
authorizing the issuance of simple debentures, non-convertible into shares and without
security guarantee, as well as, by Shareholders Meeting delegation, deliberating on the
opportunity of debenture issuance, on its mode of subscription or placement, on the type, on
the time and payment conditions of interest, on participation in profits and on the debenture
reimbursement premium, if such is the case, and on the time and conditions of maturity,
amortization, and redemption; p) establishing the terms and conditions for the issuance and
placement of commercial papers and other types of securities, the issuance of which does
not comprise an exclusive competence of the Shareholders Meeting , as long as (i) meant for
primary or secondary public distribution or (ii) be convertible or grant right to acquisition or
subscription of Company-issued shares; q) ratify the internal audit plan; r) approve the
nomination, proposed by the Executive Board, of the person in charge of Internal Audit, who
must be a Company employee, legally qualified, connect to the President of the Board of
Directors; s) choose and remove independent auditors, as well as to authorize their
retainment to provide any other service not directly related to the auditing services; t)
establish tax incentive application policy; u) authorize the opening, transference or closing of
offices, affiliates, facilities or other Company establishments; v) approve the nomination of the
General Secretary, who will be a Company employee, as proposed by the Board of Officers; x)
deliberate on dividend distribution based on the profit verified in annual or interim statement
and/or interest over self owned capital, which should be ratified by the Shareholders Meeting;
y) approve any business or transaction involving, on the one hand, the Company or companies
controlled by it, and, on the other hand, Related Parties, as per definition envisaged in the first
paragraph of this article; z) deliberate on the creation, alteration and/or extinction of benefit
plans that may affect the actuarial calculation of Caixa dos Empregados da Usiminas; aa)
approving the drawing up and changes to the Material Information Disclosure Policy, to the
Company-issued Security Trading Policy, to the Company Financial Policy and to the Company
Code of Conduct; and bb) approving the Internal Regulations ruling on the issues pertaining to
its operation not-envisaged in these Bylaws. 1st Paragraph For the purposes of the
provisions of item y of the heading of this article, Related Parties are understood as: a) any
Company shareholder member of the controlling group, or who holds shares representing more
than 5% (five per cent) of the voting or total capital; b) any Company managers, sitting
members or alternates, or managers of the shareholders mentioned under item a above, as
well as their respective spouses and relatives up to the second degree; c) any controlled,
controlling, associated company, or under common control of any of the persons mentioned
under items a and b above. 2nd Paragraph In case, in a certain business or transaction
set forth in the provisions under item y of the heading of this article, the Related Party is a
member of the Board of Directors or shareholder who bears any link with a member of the
Board of Directors, it may not take part in the resolution related to such business or

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

transaction, and such circumstance shall be indicated on the minutes of the meeting of the
Board of Directors. In this case, such member of the Board of Directors shall be considered for
determination of the installation quorum of the Board of Directors meeting, but it shall not be
considered for determination of the deliberation quorum regarding the business or transaction
in question. 3rd Paragraph- The grant of loans, by the Company, to its managers, the
members of the controlling group or to any person to them, directly or indirectly related, is
forbidden. Article 14 The Board of Director shall meet, ordinarily, four times a year, and,
extraordinarily, whenever needed for corporate interests, or according to calendar previously
set by the Board. 1st Paragraph - The Board of Directors will meet when called upon by the
Chairman of the Board or the majority of its members. 2nd Paragraph The meetings shall
be called by means of a written notice, containing the time, date and venue of the meeting, as
well as a brief description of the matters in the agenda, sent to each Board Member with a
minimum advance notice of 5 (five) business days from the date of the meeting. 3rd
Paragraph The information referring to the matters to be resolved at the Board of Directors
meetings shall be forwarded to the Board members with a 10 (ten) days advance notice, in the
case of Ordinary Meetings, and together with the call, in the case of extraordinary meetings.
4th Paragraph The meetings of the Board of Directors shall be chaired by the Chairman
and a Secretary shall be appointed by him, and the deliberations shall be taken by the majority
of votes of the present members of the Board of Directors, subject to the 2nd paragraph of
article 13 hereof. 5th Paragraph When the sitting member and his alternate are absent, an
early written vote by the absent Board member shall be accepted, as long as previously
presented for filing at Company head office. 6th Paragraph The meetings of the Board may
be held by a telephone conference, video conference, or by any other means of communication
which allows for the identification of the Board member and simultaneous communication with
all the other persons attending the meeting. 7th Paragraph Notwithstanding the formalities
envisaged in these Bylaws, a meeting in which all Board of Directors members participate
either personally or in the forms envisaged under the previous paragraphs, shall be deemed
regular. 8th Paragraph Minutes of the Boards' meetings will be drawn up, to which the legal
provisions regarding Shareholders Meetings shall apply. Article 15 In order to better
execute its functions, the Board of Directors may create committees with defined goals, made
up by people designated by it, among directors, officers, employees, shareholders
representatives, external consultants and other people connected, directly or indirectly, to the
Company. 1st Paragraph The Board of Directors shall necessarily comprise an Audit
Committee, with the purpose of aiding it in the discharging of its attributions, as to: (i)
inspecting the quality and consistency of the financial statements and of the accounting
procedures; and (ii) the appreciation of issues pertaining to the internal control system, to the
business risks, and to the internal and independent audits, and to the adoption, by the
Company, of satisfactory corporate governance standards. 2nd Paragraph The Audit
Committee is specifically in charge of: a) proposing to the Board of Directors the adoption of
measures meant to enhance the performing of the activities listed under the first paragraph of
this article; b) reviewing the annual and quarterly financial statements drawn up by the
Company, including explanatory notes, management reports and independent auditors
opinion, carrying out the recommendations it deems necessary to the Board of Directors; c)
evaluating the effectiveness of the internal control structure and of the independent and
internal audit processes, presenting the recommendations for enhancement it deems
necessary; d) following-up the results of the Companys internal audit, even verifying the
compliance with the legal and regulatory provisions applicable to the Company, in addition to
the rules and internal conduct codes, on the part of the officers, employees and third parties

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

hired by the Company; e) recommending to the Board of Directors the entity to be hired for
providing independent audit services, as well as its replacement; f) providing an opinion on the
proposal, to be submitted to the Board of Directors, of hiring the independent auditors to
provide any other service not directly related to the auditing services; g) appraising the
compliance with the recommendations made by the independent or internal auditors; and h)
ensuring the existence of a system for identification, appraisal and management of the main
risks involved in Company activities, with plans to monitor and minimize possible
vulnerabilities or failures in internal controls. 3rd Paragraph The Audit Committee shall be
comprised of, at minimum, 3 (three) and, at most, 5 (five) members, all elected by the Board
of Directors. At least one of the members of the Board of Directors shall also be a member of
the Audit Committee. 4th Paragraph - The officers and employees of the company or of its
controlled companies shall not be members of the Audit Committee. 5th Paragraph The
members of the Audit Committee shall have a term of office of 2 (two) years, reelection being
accepted. 6th Paragraph In case of vacancy of any of the positions of the Audit Committee,
the Board of Directors shall be in charge of electing the persons who shall complete the terms
of office of the members replaced. 7th Paragraph The Audit Committee shall approve, by
majority of votes of its members, the Internal Regulations ruling on the issues pertaining to its
operation not-envisaged in these Bylaws. Section III Board of Officers - Article 16 The
Board of Officers, whose members, elected and subject to destitution at any moment by the
Board of Directors, shall be composed of a Chief Executive Officer and more than 2 (two) to 6
(six) Officers and term coinciding with those of the members of the Board of Directors,
reelection admitted. Article 17 The Chief Executive Officer, in his or her absences or
temporary impediments, will be replaced by one of the Officers who has been previously
designated by him or her. That same Officer shall replace him/her, temporarily, in case of
vacancy, until the Board of Directors elects his definitive replacement for the remainder of the
mandate. Sole Paragraph The Officers, in cases of absence or temporary impediment, shall
be replaced by employees designated by the Chief Executive Officer. In case of vacancy, the
Board of Directors will elect his/her definitive replacement, for the remainder of the term of
office. Article 18 Subject to the provisions hereof and applicable law the Board of Officer
shall have full power to carry out the actions needed to achieve the corporate purposes and to
represent the Company actively and passively in or out of court, while observing all the
relevant legal or statutory dispositions and the decisions taken by the Shareholders Meeting
and by the Board of Directors. Article 19 - It is the Board of Officers competency, by a
majority of votes of its members at meetings that shall take place at least once a month and
to which are applicable, mutatis mutandis, the provisions in paragraphs 1st to 8th of article
14, above: a) approve the Company's basic organization and Internal Regulations; b) issue
norms and regulations for good functioning of services, subject to the provided in these Bylaws
and in the Internal Regulations; c) maintain general control over the execution of its decisions,
as well as assess the Company's activity results; d) authorizing, in compliance with the
competence assigned to the Board of Directors by items (i) to (l) and (y) of art. 13, above, all
acts regarding sales, acquisitions or burdening of the Companys permanent assets, the taking
on of loans, financing and other financial commitments, the granting of guarantees, the
execution of contracts and the performing of capital expenditures, including and especially the
acquisition, sale, swap and lease of movable and immovable assets not used in its Plants; e)
prepare, to be submitted to the Board of Directors, the annual and multi-annual budgets,
expansion and modernization projects and investment plans; f) approve salary tables, career
plans and personnel composition; g) prepare the Annual Administration Report, Financial
Statements and other documents to be presented to the Board of Directors, for submission to

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

the Ordinary Shareholders Meeting; h) propose to the Board of Directors the opening,
transference or closing of offices, affiliates, facilities or other establishment, in Brazil or
abroad; i) deliberate over other matters that are not included in the privative competence of
its members, neither of the Shareholders Meeting nor of the Board of Directors. Article 20 It
is of the Chief Executive Officer's exclusive competence to: a) preside over the Board of
Officers meetings, where, besides his/her vote, he/she shall have the tiebreaker vote; b)
represent the Company in singular acts of representation, in court or outside of it, and may
designate another director for that function; c) coordinate and guide the activities of all other
officers, within their respective areas of competence; d) assign, to any of the Officers, special
activities and tasks, apart from those ordinarily assigned to them; e) assure that the
deliberations of the Board of Directors and of the Board of Officers are carried out. Article 21
- The Board of Directors shall be in charge of setting the ordinary attributions of each Officer
elected by it. Sole Paragraph The Board of Directors shall necessarily attribute the position
of Investors Relations Officer to one of the members of the Executive Board. Article 22 As a
general rule and with the exception of the cases mentioned in the following paragraphs, the
Company is validly obligated to the following, providing it is represented by 2 (two) members
of the Board of Officers, or by 1 (one) member of the Board of Officers and 1 (one) proxy, or
by 2 (two) proxies, within the limits of the respective mandates. 1st Paragraph Acts that
require previous authorization by the Board of Directors under these Bylaws may only be
practiced one that preliminary condition is fulfilled. 2nd Paragraph In acts and instruments
which involve responsibilities for amounts equal to or more than 0.5% (five-tenths of one per
cent) of the corporate capital, the signature of the Chief Executive Officer along with that of an
Officer or proxy, is mandatory. 3rd Paragraph The Company may be represented by just
one member of the Board of Officers or proxy: a) in the case of obligations to be assumed
abroad, as long as that singular representation has been approved by the Board of Directors;
b) when it involves the receipt and settlement of amounts due to the Company, issuing and
trading, including the endorsement and discount of receivable sales invoices, as well as
correspondence which does not create obligations for the Company, and the practice of acts of
simple routine administration, including those related to the public authorities in general,
regulatory bodies, public companies, mixed capital companies, Boards of Trade, Labor Courts,
the Brazilian Social Security (INSS), Employees Compensation Fund (FGTS) and its collecting
banks and others of a similar nature. 4th Paragraph The Board of Directors may authorize
the practice of other acts that bind the Company by just one member of the Board of Officers
or proxy, or still, by adopting competency limitation criteria, limit, in certain cases, the
Company's representation to just one member of the Board of Officers or one proxy. 5th
Paragraph In naming proxies, the following rules should be observed: a) all proxies must
be previously approved by the Board of Officers or, if not, granted by the Chief Officer jointly
with an Officer; b) when the proxy is for the practice of acts that require previous
authorization from the Board of Directors, it can only be granted if this authorization is
obtained, which should be mentioned in its text; c) except for judicial representation or
similar, all proxies will be granted for a determined period of time, not over a year, and shall
have limited powers. 6th Paragraph Acts practiced in disregard of this Article's rules will be
null and will not generate liability for the Company. CHAPTER V Conselho Fiscal - Article
23 The Conselho Fiscal, with the powers of the law and of permanent operation, shall be
comprised of 3 (three) to 5 (five) sitting members and 3 (three) to 5 (five) alternate members,
elected by the Shareholders Meeting. 1st Paragraph The Conselho Fiscal members shall be
elected at the Ordinary Shareholders Meeting, and their terms shall always end at the Ordinary
Shareholders Meeting of the financial year subsequent to his or her election, reinstatement

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

being admitted. 2nd Paragraph The Conselho Fiscal shall elect its Chairman from among its
members, who shall be in charge, notwithstanding the individual attributions of each member
provided by law, of representing the Conselho Fiscal before the other company bodies,
organizing and coordinating its activities. 3rd Paragraph The Shareholders Meeting which
elects the Conselho Fiscal shall assign their specific remuneration. 4th Paragraph The
Conselho Fiscal may approve, by majority of votes of its members, Internal Regulations ruling
on the issues pertaining to its operation. CHAPTER VI Corporate Year - Article 24 The
Corporate Year shall begin on January 1 and end on December 31 of each year. 1st
Paragraph At the end of each corporate year the Board of Officers will prepare, observing
all the relevant legal requirements, the following financial statements: I equity balance; II
statement of net equity changes; III statement of the year's results; IV cash flow
statement; and V statement of added value. 2nd Paragraph Along with the annual financial
statements, the Board of Directors shall present its recommendations to the Ordinary
Shareholders Meeting for the appropriation of net income, subject to the provisions of these
Bylaws and the law. 3rd Paragraph The amount corresponding to 5% (five per cent) of the
financial year net profit shall be allocated to Legal Reserve comprisal, up to a limit of 20%
(twenty per cent) of the Company capital stock. 4th Paragraph The Board of Directors may
propose, and the Shareholders Meeting deliberate, to deduct from the year's net profit, after
constitution of the legal reserve, an installment in an amount not over 50%(fifty percent) to
constitute a Reserve for Investments and Floating Capital, which shall be subject to the
following principles: a) its constitution shall not jeopardize the shareholders' right to receive
payment of the mandatory dividend foreseen in paragraph 5th, below; b) its balance cannot
overpass 95% of the corporate capital; c) the reserve has as a purpose to assure investments
in permanent assets, or increase the floating capital, including through amortization of the
Company's debts, regardless of profit retentions bound to the capital budget, and its balance
may be used i) in the absorption of losses, whenever needed; ii) for dividend distribution, at
any time ; iii) in operations of redemption, reimbursement or purchase of shares, as
authorized by law; iv) for incorporation to the Corporate Capital, including through bonuses in
new shares. 5th Paragraph - Of the net income of the corporate year, adjusted according to
the following items, 25% (twenty five per cent) shall be paid in dividends to the shareholders
and preferred shareholders will receive dividends which are 10% (ten percent) higher than
those attributed to the common shares; i) accrual of the following amounts:- resulting from
the reversion, during the year, of contingency reserves previously formed; - resulting from the
realization, during the year, of profits that had being previously transferred to the reserve
realizable profits; ii) decrease of amounts destined, during the year, to the constitution of the
legal reserve, contingency reserve and reserve of realizable profits. The amount thus
calculated may, at criteria of the Shareholders Meeting or of the Board of Directors, depending
on the case, be paid on account of the profit that served as basis for its calculation or from
preexisting profit reserves. 6th Paragraph Since allocations mentioned under paragraphs 3,
4, and 5 are complied with, the Shareholders Meeting may resolve to retain a parcel of the net
profits of the fiscal year envisaged in a previously-approved capital budget, in the form of
article 196, Law n 6404/1976, with the remainder to be distributed to the shareholders as
complementary dividend. 7th Paragraph - The amount of interest paid or credited, as
remuneration of self owned capital under the terms of article 13, letter "x" of these Bylaws,
may be ascribed to the amount of the dividends to be distributed by the Company, and will
become an integral part of them for all legal effects. 8th Paragraph The Shareholders
Meeting may grant to the officers a share in the profits, subject to the relevant legal limits. It
is a condition for payment of such share the attribution to the shareholders of the mandatory

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

dividend aforementioned in paragraph 5th. Whenever bi-yearly financial statements are

prepared and interim dividends are paid based on this in an amount equal to at least 25%
(twenty-five per cent) of the net income of the period, calculated under the terms of
aforementioned 45th, a participation in the bi-yearly profit may be paid to the Executive
Board, by deliberation of the Board of Directors, to be ratified by the Shareholders Meeting.
9th Paragraph The Shareholders Meeting may deliberate to distribute dividends at any time
out of pre-existing profit reserves or retained earnings from previous years. 10th Paragraph
The Company may prepare half-yearly or shorter period financial statements. The Board of
Directors may deliberate on the distribution of dividends on account of profit calculated within
those statements. The Board of Directors may, still, declare interim dividends on account of
profit within the last annual financial statement. 11th Paragraph The Shareholders Meeting
may deliberate on the capitalization of reserves that are already constituted. 12th Paragraph
Dividends not claimed within three years are foreclosed in favor of the Company. CHAPTER
VII - Liquidation - Article 25 The Company shall go into liquidation in the cases prescribed
by law or by decision of the Shareholders Meeting. Sole Paragraph The Shareholders
Meeting is competent to establish the form of liquidation, appoint the liquidator and the
members of the Audit Committee, which shall function during the liquidation period, fixing
their respective fees. CHAPTER VIII - Temporary Provisions - Article 26 - The Company
shall comply with the shareholder agreements duly filed at its headquarters, and in case of
violation of any such shareholder agreements, will be prohibited (i) the registration of transfer
of shares, and (ii) the statement of votes cast in General Meetings and meetings of the Board
of Directors. Article 27 As holder of at least 10% (ten percent) of the Company's ordinary
capital, the shareholder Nippon Usiminas Co. Ltd. has the right to fill one of the vacancies for
effective members of the Board of Directors, referred to in article 12, above. In this case,
Nippon Usiminas Co. Ltd. will be subject to the same restrictions from its 1st paragraph, in
fine, as the shareholder Caixa dos Empregados da Usiminas. Article 28 - In relation to the
resolutions approved at the Companys Extraordinary Shareholders Meetings to be held until
April 14th, 2012 and that enable the exercise of appraisal rights by dissenting shareholders,
the reimbursement amount to be paid by the Company shall be stipulated based on the
economic value of Company, to be set by appraisal, carried out by three experts or specialized
firm appointed by the Board of Directors and chosen by the Shareholders Meeting in a
resolution passed by absolute majority of votes, subject to the provisions of Article 45 of Law
No. 6404/1976. The employees' representative in the Board of Directors, and its respective
alternate, shall only be chosen as provided for in 2 of Article 12 to exercise mandate from
the Annual Shareholders Meeting to be held in the year of 2016. Sole Paragraph Until the
holding of such Annual Shareholders Meeting in 2016, Previdncia Usiminas shall remain to
have the right to nominate the employees representative on the Board of Directors and his
alternate, provided that it maintains ownership of at least 5% (five percent) of the common
shares issued by the Company, as provided for in the rule adopted in Article 12 of these
Bylaws until the Extraordinary Shareholders Meeting of January 21 st, 2016.

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

ANNEX 2 INFORMATION ABOUT THE CANDIDATES TO THE POSITIONS OF THE

BOARD OF DIRECTORS REGARDING ITEMS 12.6 TO 12.10 OF THE REFERENCE FORM
12.6. In relation to each officer and members of the supervisory board of the issuing
company, indicate the following in a table format:
- Effective Members:

a. name

Oscar Montero Martinez

b. age

54

c. profesion

Industrial Engineer

d. CPF or passport number

14.126.591 (Argentinian)

e. elected Office held

f.election date

Effective Member of the Board of Directors

[to be held]

g. inauguration date

[to be held]

h. term of office

Until the annual shareholders meeting of 2016

i. other positions or jobs held at the appointing

Holds no other position or job at the Company

company
j. elected by a controlling shareholder?

Yes

a. name

Yoichi Furuta

b. age

56

c. profession

Businessman

d. CPF or passport number

TR2265943 (Japanese)

e. elected office held

Effective Member of the Board of Directors

f. date of election

[to be held]

g. date of inauguration

[to be held]

h. term of office

Until the annual shareholders meeting of 2016

i. other positions or jobs held at the appointing

company

Holds no other position or job at the Company

j. elected by a controlling shareholder?

Yes

- Alternate Members:
a. name

Eiji Hashimoto

b. age

59

c. profession

Businessman

d. CPF or passport number

236.445.668-10

e. elected office held

Alternate Member of the Board of Directors

f. date of election

[to be held]

g. date of inauguration

[to be held]

h. term of office

Until the annual shareholders meeting of 2016

i. other positions or jobs held at the appointing

company

Holds no other position or job at the Company

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

j. elected by a controlling shareholder?

Yes

a. name

Guilherme Poggiali Almeida

b. age

36

c. profesion

Lawyer

d. CPF or passport number

045.496.266-58

e. elected Office held

f.election date

Alternate Member of the Board of Directors

[to be held]

g. inauguration date

[to be held]

h. term of office

Until the annual shareholders meeting of 2016

i. other positions or jobs held at the appointing

Holds no other position or job at the Company

company
j. elected by a controlling shareholder?

Yes

12.8. Information on Board of Directors, Executive Board and Supervisory Board

members:
a) Resums
- Effective Members:

Oscar Montero Martinez. He has a Bachelors Degree in Industrial Engineering. Currently, he is

a member of the Board of Directors of the following companies: Ternium Mxico S.A. de C.V.,
Tenigal S. de R.L. de C.V., Ternium USA Inc., Acerus S.A. de C.V., APM, S.A. de C.V., Ternium
Gas Mxico S.A. de C.V., Ferropak Servicios S.A. de C.V., Ferropak Servicios S.A. de C.V.,
IMSA Monclova S.A. de C.V., Las Encinas S.A. de C.V., Acedor S.A. de C.V., Ferropak
Comercial S.A. de C.V., Treasury Services S.A. de C.V. and Consorcio Minero Benito Juarez
Pea Colorada, S.A. de C.V. (deputy). He is also Director-General of Planning and Operations
of Ternium. Currently, he is an effective member of the Companys Board of Directors.
Yoichi Furuta. He has a Bachelors Degree in Law from the University of Tokyo, Master of
Business Administration, Harvard Business School. Worked as Department Manager of
Automotive Products in Nippon Steel & Sumitomo Metal Corporation; Group manager of the
Department of Plates and Coils Production, Kimitsu plant of Nippon Steel & Sumitomo Metal
Corporation; Department Group Manager Plates and Long Products, Global Marketing Division
of Nippon Steel & Sumitomo Metal Corporation; Group manager of the Department of Planning
and Coordination, Global Marketing Division of Nippon Steel & Sumitomo Metal Corporation;
General manager of the Chicago office, Nippon Steel USA Inc.; General Manager of the
Electrical Steel Division of Nippon Steel & Sumitomo Metal Corporation; General Manager of
Business Development Division Abroad Nippon Steel & Sumitomo Metal Corporation. Currently,
he is the Chief Executive Officer Nippon Steel & Sumitomo Metal Corporation and an effective
member of the Companys Board of Directors.
Alternate Members:

Eiji Hashimoto. He has a Bachelors Degree from the Graduate School of Commerce and
Management of Hitotsubashi University, Tokyo, Japan. He worked at Nippon Steel & Sumitomo

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

Metal Corporation as Manager and Group Manager of Flat Products, General Manager of
Marketing Global, Director of the Department of Boards and Structures. Currently, he is
Executive Director of Nippon Steel & Sumitomo Metal Corporation and an alternate member of
the Companys Board of Directors.
Guilherme Poggiali Almeida. Graduated in Law from Universidade Federal de Minas Gerais. Has
specialization in Business Law from the Pontifcia Universidade Catlica de Minas Gerais, and in
Business Administration with emphasis in Finance from Fundao Dom Cabral. He is currently
coordinating partner of civil litigation at the law firm Manucci Advogados and professor of the
course "Civil Liability and Litigation" in the Postgraduation in Legal Management and Litigation
of IBMEC. He was from July 2011 to March 2015, General Manager and later General Counsel
of Usinas Siderrgicas de Minas Gerais S.A. USIMINAS. Previously he served as Commercial
Legal Manager in Usiminas and Attorney at Gerdau Aominas S.A. He is a member of the
Supreme Council for Legal and Legislative Affairs of the Federao das Indstrias do Estado de
So Paulo (FIESP), and of the Commissions for Corporate Law and Law Infrastructure of the
Bar Association of Brazil in Minas Gerais. He acts as an alternate member of the Board of
Directors
b) Description of any of the following events that have taken place over the past 5
years:
i. Criminal conviction:
There is no criminal conviction for none of the Directors.
ii. Conviction in administrative proceeding of the Brazilian Securities and Exchange Commission
(CVM) and penalties applied:
There is no conviction in administrative proceeding of CVM for none of the Directors.
iii. Any unappealable conviction at the legal or administrative level, which has been suspended
or disqualified them for the practice of any professional or commercial activity:
There is no unappealable conviction at the legal or administrative level for none of the
Directors.
12.9. Report the existence of marital relation, stable union or kinship up the second
degree between:
a) Directors and members of the issuers Supervisory Board
Not applicable. There is no marital relation, stable union or kinship up the second degree
between directors and members of the Companys Supervisory Board.
b) Directors and members of the issuers Supervisory Board and (ii) directors of direct or
indirect subsidiaries of the issuer
Not applicable. There is no marital relation, stable union or kinship up the second degree
between directors and members of the issuers Supervisory Board and (ii) the directors of
direct or indirect subsidiaries of the Company
c)Directors and members of the issuers Supervisory Board or its direct or indirect subsidiaries
and (ii) direct or indirect controlling of the issuer
Not applicable. There is no marital relation, stable union or kinship up the second degree
between directors and members of the issuers Supervisory Board or of its direct and indirect
subsidiaries and (ii) direct or indirect controlling companies of the Company
d) Directors and members of the issuers Supervisory Board and (ii) directors of direct and
indirect controlling companies of the issuer

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com

Not applicable. There is no marital relation, stable union or kinship up the second degree
between directors and members of the issuers Supervisory Board and (ii) directors of direct
and indirect controlling companies of the Company.
12.10. Report subordination, service rendering or control relations over the past 3
fiscal years between directors of the issuer and:
a) Direct or indirect subsidiary of the issuer
Not applicable. There is no subordination, service rendering or control relations over the past 3
fiscal years between directors of the Company and direct or indirect subsidiary of the
Company.
b) Direct or indirect controlling company of the issuer
i)
Yoichi Furuta, an effective member of the Board of Directors, holds the position of
Executive Officer at Nippon Steel & Sumitomo Metal Corporation, which is part of the
Controlling Group of the issuer, since January 2012;
ii)
Oscar Montero Martinez, an effective member of the Board of Directors, maintains an
employment relationship with several subsidiaries of Ternium S.A., holds the position of
Planning Officer of Ternium S.A. and is a member of several Ternium S.A.s subsidiaries Board
of Directors
iii)
Eiji Hashimoto, an alternate member of the Board of Directors, holds the position of
Executive Officer at Nippon Steel & Sumitomo Metal Corporation, a company that is part of the
Group which controls the issuer, as well as the position of Officer of Nippon Steel & Sumitomo
Metal Empreendimentos Siderrgicos Ltda;
c) If relevant, supplier, customer, debtor or creditor of the issuer, its subsidiary or parent
company or subsidiaries of any of these parties
There is no significant subordination relationship among supplier, customer, debtor or creditor
of the issuer, its subsidiary or parent companies or subsidiaries of any of these parties listed in
the item above.