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  • 8/9/2019 Agenda of the Extraordinary Shareholders? Meeting

    1/17

    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. - USIMINAS

    Publicly Traded Company

    CNPJ/MF 60.894.730/0001-05

    NIRE 313.000.1360-0

    Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS (“Usiminas” or “Company”), in view ofthe Extraordinary Shareholders´ Meeting called for April 6th, 2015, in accordance with the CallNotice released on March 18 th, 2015 and pursuant to the provisions of the article 10 of theCVM Instruction and the items 12.6 to 12.10 of the Reference Form, presents the informationrelated to the candidates to the position of members of the Board of Directors that will beindicated by the Controller and minority shareholders, received by the Company until March24th, 2015, which are included in the First Attachment below.

    The Company clarifies that the call of the referred Shareholders´ Meeting was unanimouslyapproved by its Board of Directors, attending a request formulated by the shareholdersGeração L Par. Fundo de Investimentos em Ações, Banco Econômico S.A., Tempo CapitalPrincipal Fundo de Investimentos de Ações, Vic Distribuidora de Títulos e Valores MobiliáriosS.A., Victor Adler, José Luiz Barbosa, Thomaz de Aquino Arantes, Sankyo S.A., HagopGuerekmezian, Hagop Guerekmezian Filho, Karoline Guerekmezian Velloso, Regina Nieto MottaGuerekmezian, Kathleen Nieto Guerekmezian, Sebastião Alves de Messias and Floriano RibeiroFilho.

    Such Appointment is necessary, pursuant to the provisions of the 3rd paragraph of article 141of the Brazilian Corporate Law (6.404/76), in view of the resignation of the effective boardmember Wanderley Rezende de Souza and his alternate Hudson de Azevedo, occurred onOctober 28 th and 29 th, 2014, respectively, whom were appointed by the cumulative votingsystem in the Annual Shareholders’ Meeting held on 2014. Therefore, a new appointment will

    be made only for the members of the Board of Directors which were appointed by thecumulative voti ng system in the 2014 Annual Shareholders’ Meeting., The members of theBoard of Directors who were appointed (i) as employees’ representative as provide in thearticle 12, first paragraph of the Bylaws of the Company; and (ii) by the minority shareholdersowner of common and preferred shares by the separated voting system, as set forth in thearticle 141, fourth and fifth paragraphs of the Brazilian Corporate Law (6.404/76), shall remainin their position, for a term until the Annual Shareholders´ Meeting to be held in 2016.

    Considering that, on March 16th, 2015, the Company was informed of the resignation

    presented by Mr. Aloísio Macário de Souza as alternate of Mr. Marcelo Gasparino da Silva inthe Board of Directors, for which he was appointed in the An nual Shareholders’ Meeting held in2014, through the separated voting system, as provided in the article 141, fourth and fifth

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    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    paragraphs of the Brazilian Corporate Law (6.404/76), we also inform that the minorityshareholders that fulfill the quorum defined in the referred legal provision (10% of the equity)

    will be able to appoint, in the Extraordinary Shareholders´ Meeting to be held in April 6th,2015, the new alternate of Mr. Marcelo Gasparino da Silva.

    In conclusion, the Company informs that, in connection with the item 2 of the Agenda of theExtraordinary Shareholders´ Meeting, the shareholder Tempo Capital Principal Fundo deInvestimento de Ações indicated the Board Member Marcelo Gasparino da Silva as candidatefor the position of Chairman of the Board of Directors. The Company has not received anyother indication of candidate for the position of Chairman of the Board of Directors.

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    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    FIRST ATTACHMENT– INFORMATION RELATED TO THE CANDIDATES TO THEPOSITION OF MEMBERS OF THE BOARD OF DIRECTORS CONTAINED IN THE ITEMS

    12.6 TO 12.10 OF THE REFERENCE FORM

    12.6. In relation to each managers and members of the Fiscal Council of the issuingcompany indicate the following in a table format:

    1) Candidates to members of the Board of Directors indicated by the Controllershareholders

    - Effective Members:

    a. name Eiji Hashimotob. age 59 years of agec. occupation Businessmand. CPF or passport number MT0515990e. elected position Effective Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? Yes

    a. name Fumihiko Wada

    b. age 67 years of agec. occupation Businessmand. CPF or passport number TK4179689 e. elected position Effective Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting)h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? Yes

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    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    a. name Paulo Penido Pinto Marquesb. age 57 years of agec. occupation Engineerd. CPF or passport number 269.139.176-00e. elected position Effective Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting )g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Chairman of the Board of Directors and Effective Memberof the Audit and Human Resources Committee

    j. Elected by a controlling shareholder? Yes

    a. name Rita Rebelo Horta de Assis Fonsecab. age 45 years of agec. occupation Economistd. CPF or passport number 790.197.496-68e. elected position Effective Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Effective Member of the Human Resources Committee

    j. Elected by a controlling shareholder? Yes

    a. name Alcides José Morganteb. age 73 years of agec. occupation Business Administratord. CPF or passport number 120.074.988-04e. elected position Effective Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting)

    h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

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    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    j. Elected by a controlling shareholder? Yes

    a. name Daniel Agustín Novegilb. age 62 years of agec. occupation Industrial Engineer

    d. CPF or passport number 10330160Ne. elected position Effective Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? Yes

    a. name Roberto Caiuby Vidigalb. age 70 years of agec. occupation Business Administrator

    d. CPF or passport number 007.763.518-34e. elected position Effective Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? Yes

    - Alternates Members:

    a. name Takaaki Hiroseb. age 53 years of agec. occupation Economistd. CPF or passport number TH7303709e. elected position Alternate Member of the Board of Directors

    f. date of election April 6, 2015 (upon approval by the ExtraordinaryShareholders’ Meeting)

    g. date of entry April 6, 2015 (upon approval by the Extraordinary

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    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    Shareholders’ Meeting) h. term of office Until the 2016 annual Shareholders’ Meeting

    i. Other positions or jobs held at the appointingcompany

    Audit Committee Coordinator

    j. Elected by a controlling shareholder? Yes

    a. name Hirohiko Maekeb. age 57 years of agec. occupation Lawyerd. CPF or passport number TK0437339e. elected position Alternate Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting)

    g. date of entry April 6, 2015 (upon approval by the ExtraordinaryShareholders’ Meeting)

    h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? Yes

    a. name Yoichi Furutab. age 56 years of agec. occupation Businessmand. CPF or passport number TR2265943e. elected position Alternate Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting)

    h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? Yes

    a. name Gileno Antonio de Oliveirab. age 57 years of agec. occupation Engineerd. CPF or passport number 441.159.206-10e. elected position Alternate Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

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    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    General Manager of Industrial Engineering

    j. Elected by a controlling shareholder? Yes

    a. name Honorio Pedro García Diezb. age 63 years of agec. occupation Business Administratord. CPF or passport number 10106673Ne. elected position Alternate Member of the Board of Directors

    f. date of election April 6, 2015 (upon approval by the ExtraordinaryShareholders’ Meeting)

    g. date of entry April 6, 2015 (upon approval by the ExtraordinaryShareholders’ Meeting)

    h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? Yes

    a. name Mario Giuseppe Antonio Gallib. age 63 years of agec. occupation Major in Philosophyd. CPF or passport number YA0314245e. elected position Alternate Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting)

    g. date of entry April 6, 2015 (upon approval by the ExtraordinaryShareholders’ Meeting)

    h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? Yes

    a. name Oscar Montero Martinezb. age 54 years of agec. occupation Industrial Engineerd. CPF or passport number 14.126.591 (Argentine)e. elected position Alternate Member of the Board of Directors

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    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    f. date of election April 6, 2015 (upon approval by the ExtraordinaryShareholders’ Meeting)

    g. date of entry April 6, 2015 (upon approval by the ExtraordinaryShareholders’ Meeting)

    h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? Yes

    2) Candidates to members of the Board of Directors indicated by the minorityshareholders

    2.1) Indication of the shareholder Tempo Capital Principal Fundo de Investimento deAções of Candidate to member of the Board of Directors by the common shares inview of the resignation of a member appointed by the cumulative voting system on28/10/2014, as set forth in the article 141 third paragraph of the Brazilian CorporateLaw.

    a. name Mauro Gentile Rodrigues da Cunha

    b. age -c. occupation Consultantd. CPF or passport number 004.275.077-66e. elected position Effective Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) h. term of office Until the 2016 annual Shareholders’ Meeting 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? No

    2.2) Indication of the shareholder Tempo Capital Principal Fundo de Investimento deAções of Candidate to the alternate for the board member Marcelo Gasparino da Silvaby the common and preferred shares in view of the resignation informed on16/03/15, by the separated voting system, as provided in the article 141, fourth andfifth paragraphs of the Brazilian Corporate Law (6.404/76)

    a. name Felipe Luckmann Fabrob. age -

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    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    c. occupation Lawyerd. CPF or passport number 029.716.869-06

    e. elected position Alternate Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? No

    2.3) Indication of the shareholders Geração Futuro L. Par Fundo de Investimento emAções, José Luiz Barbosa, Thomaz de Aquino Arantes, Hagop Guerekmezian, HagopGuerekmezian Filho, Karoline Guerekmezian Velloso, Regina Nieto MottaGuerekmezian, Kathleen Nieto Guerekmezian, Sebastião Alves de Messias andFloriano Ribeiro Filho

    - Effective Members:

    a. name Lirio Albino Parisottob. age -c. occupation -d. CPF or passport number -e. elected position Effective Member of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting)

    h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? No

    - Alternates Members:

    a. name Wanderley Rezende de Souzab. age -

    c. occupation Bank Clerk and Public Bank Employeed. CPF or passport number 634.466.267-00e. elected position Alternate Member of the Board of Directors

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    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    f. date of election April 6, 2015 (upon approval by the ExtraordinaryShareholders’ Meeting)

    g. date of entry April 6, 2015 (upon approval by the ExtraordinaryShareholders’ Meeting)

    h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? No

    3) Candidates to chairman of the Board of Directors indicated by the Minorityshareholders

    3.1) Indication of the shareholder Tempo Capital Principal Fundo de Investimento deAções for the position of Chairman of the Board of Directors

    a. name Marcelo Gasparino da Silvab. age 44 years of agec. occupation Lawyerd. CPF or passport number 807.383.469-34

    e. elected position Chairmain of the Board of Directorsf. date of election April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) g. date of entry April 6, 2015 (upon approval by the Extraordinary

    Shareholders’ Meeting) h. term of office Until the 2016 annual Shareholders’ Meeting i. Other positions or jobs held at the appointingcompany

    Holds no other position or job at the Company

    j. Elected by a controlling shareholder? No

    12.7. Provide the information mentioned in item 12.6 about the members of thestatutory committees, as well as of the audit, risk, financial and remunerationcommittees, even if such committees or structures are not statutory.

    Not apply.

    12.8. In relation to each managers, members of the Fiscal Council, and members ofthe statutory audit committee:

    a) Resumes

    1) Board of Directors - Indicated by the Controller shareholders

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    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    - Effective Members:

    Eiji Hashimoto. Bachelor’s Degree from the Faculty of Commerce of the Hitotsubashi Universityin Tokyo, Japan. Worked at Nippon Steel & Sumitomo Metal Corporation as Director of PlateDivision and Structural Division. Currently, holds the post of Executive Officer at Nippon Steel& Sumitomo Metal Corporation in Japan.

    Fumihiko Wada. Bachelor’s Degree in Business Administration from the University of Keio inJapan. Corporate Consultant of Nippon Steel &Sumitomo Metal Corporation and CEO of NipponUsiminas Co. Ltda.

    Paulo Penido Pinto Marques . Bachelor’s Degree in Electrical Engineering from Minas GeraisFederal University – UFMG. Worked as Finances and Investors Relations Officer at Embraer,Finances, Investors Relations and Administration Officer at Companhia Siderúrgica Nacional – CSN, Chairman of the Board of Directors of Transnordestina Logística; Chairman of the Boardof Directors of Ita Energética and member of the Board of Directors of MRS Logística.

    Rita Rebelo Horta de Assis Fonseca. - Has an Executive MBA in Finance from the IBMECBusiness School, Specialization in Financial Management from the Fundação Dom Cabral andBachelor’s Degree i n Economic Sciences from PUC/MG and is director certified by the BrazilianInstitute of Corporate Governance. Worked as Chief of the Corporate Planning, M&A andInvestment Planning ’ sector at Usinas Siderúrgicas de Minas Gerais S.A – USIMINAS. Was

    Finance Officer and CEO of FEMCO - Fundação Cosipa de Seguridade Social and Finance Officerof Caixa dos Empregados da Usiminas, and member of the Audit Committee of Usiminas.Currently is CEO of Previdência Usiminas and member of the Human Resources Committee ofUsiminas and representative of Previdência at Abrapp – Associação Brasileira das EntidadesFechadas de Previdência Complementar.

    Alcides José Morgante . Has a Bachelor’s Degree in Business Administration. Worked as AreaManager and Systems Deputy Director at Confab Industrial S.A; Manager of Cobrasma S.A;CFO of Engrecon S.A; Development Director of the Osasco Labor Office; and he taught at theOsasco School of Economics and Business Administration (FEAO) and at the Osasco SteelIndustry Labor Union. Currently, he is a member of the Company’s Board of Directors

    Daniel Agustín Novegil. Has a Bachelor’s Degree in Industrial Engineering from the Universityof Buenos Aires and a Master’s Degree in Administrative Science from the Stanford University.In 1978, he worked at Propulsora Siderúrgica S.A. (a company of the Techint Group) and wasappointed Director-General of the Company in 1991. In 1993, after a merger betweenPropulsora and Somisa, he was appointed Executive Director of Siderar. In 1998, afteracquisition of Sidor in Venezuela, he was appointed Chairman of the Board of Directors andCEO of Sidor. In March 2003, he was appointed Flat and Long Steel Vice CEO of Techint andhad corporate liabilities with Sidor and Siderar. He has been a member of the Board ofDirectors and CEO of Ternium S.A. since 2005. He has been Chairman of the Board ofDirectors of Siderar since May 2005 and is also Chairman of the Board of Directors of TerniumMéxico, S.A. de C.V., a company resulting from a merger between Hylsamex S.A. de C.V. andGrupo IMSA S.A. de C.V., and equity interest thereof was fully acquired by Ternium in 2005and 2007, respectively. He is a member of the Board of Directors of Ternium Brasil S.A. He is amember of the Executive Committee of the Latin American Iron and Steel Institute (ALACERO)

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    Usiminas Sede

    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    and Chairman of the worldsteel Economics Committee. Currently, he is a member of theCompany’s Board of Directors.

    Roberto Caiuby Vidigal. Has a Bachelor’s Degree in Business Administration from the São LuisSchool of Economics – SP. He attended the Advanced Management Program of the InstitutEuropéen D’Administration (Insead), Fontanebleau, France. He was CEO of the Confab Group,CEO of Techint Engenharia e Construção, Chairman of ‘ Capítulo Brasileiro’ (Brazilian Chapter)of the Latin American Corporate Board (CEAL), CEO of the Asociación Latinoamericana deIndustrias y Bienes de Capital (ALABIC), CEO of the Brazilian Association for theDevelopmentof Basic Industries (ABDIB), Chairman of the Board of Governors of the Energyand Nuclear Research Institute (IPEN), Vice CEO of Centro das Indústrias do Estado de SãoPaulo (CIESP), member of the Advisory Board of Banco Finasa de Investimentos S.A., memberof the Board of Directors of Refripar S.A., CEO of CGU Companhia de Seguros, member of theBoard of Directors of Algar S.A. and CEO of Instituto Liberal de São Paulo. Currently, he isChairman of the Board of Directors of Confab Industrial S.A., Chairman of the Board ofDirectors of Techint Engenharia e Construção S.A., member of the Board of Directors of SanFaustin S.A., member of the Board of Directors of Air Liquide do Brasil, Chairman of theAdvisory Board of S.A. O Estado de São Paulo, Chairman of the Advisory Board of OESPGráfica S.A., member of the Executive Board of SIAT S.A. (Argentina), Chairman of theAdvisory Board of Scania Latin America Ltda., member of the Strategy Board of Federação dasIndústrias do Estado de São Paulo (FIESP), Chairman of the Board of Directors and CEO ofTernium Brasil S.A., CEO of Siderúrgica do Norte Fluminense S.A. (SNF) and a member of theCompany’s Board of Directors.

    - Alternates Members:

    Takaaki Hirose. Has a Bachelor’s Degree in Economics from the Waseda U niversity. Worked asGeneral Manager of Yamata Plant Administration, at Nippon Steel Corporation, and also atNippon Steel & Sumitomo Metal Corporation, since October 2012; as General Manager ofOverseas Business Development at Nippon Steel & Sumitomo Metal Corporation. Currently isPresident of Nippon Steel & Sumitomo Metal Empreendimentos Siderurgicos Ltda.

    Hirohiko Maeke . Has a Bachelor’s Degree in Law from the University of Tokyo and Master’sDegree from the School of Law.of the University of Washington Worked as General Manager ofthe Legal Department of Sumitomo Metal Industries Ltda and General Manager of the LegalDepartment of Nippon Steel & Sumitomo Metal Corporation. Currently, he is General Managerof Overseas Business Development Division at Nippon Steel & Sumitomo Metal Corporation.

    Yoichi Furuta. Has a Bachelor’s Degree in Law from the University of Tokyo, Master of BusinessAdministration, Harvard Business School. Worked as General Manager of Foreign BusinessDevelopment Division of the Nippon Steel & Sumitomo Metal Corporation. Currently isExecutive Director at Nippon Steel & Sumitomo Metal Corporation.

    Gileno Antônio de Oliveira. Has a Bachelor’s Degree in Metallurgical Engineering from theMinas Gerais Federal University (UFMG); Specialization in Material Sciences and Engineeringfrom the São Carlos Federal University (UFSCar); Graduate Degree in Strategic CorporateManagement from the Minas Gerais Federal University (UFMG); Executive MBA in ProjectManagement from the Getúlio Vargas Foundation (FGV). Worked as Teacher of Differential andIntegral Calculus, Mechanical Construction Materials, Metrology and Quality Engineeringincluded in the Engineering Program of PUC-MG and Unileste-MG; was Director of the BrazilianSteelmaking and Material Association (ABM), member of the Rolling Commission (COLAM) and

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    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    also Director of União Brasileira para a Qualidade (UBQ). At Usiminas, worked as MetallurgicalEngineering for Cold Rolling, Manager of the Technical Cold Rolling Division and Steelmaking,Cold Rolling Supervisor and General Manager of Process Engineering. Currently, he isChairman of the Decision-making Board of Previdência Usiminas and General Manager ofIndustrial Engineering at Usiminas.

    Honorio Pedro García Diez. Has a Bachelor’s Degree in Business Administration from thePontifical Catholic University of Argentina. Worked as CFO of Techint Compañía TécnicaInternacional S.A.C.I.; Vice CFO of Techint Internacional Construction Corp. (TENCO). Workedat the Sade – Saldemi Group (a company of the GE Group) acting as Vice CFO of Sade Brazil;CFO of Sade Venezuela and CFO of Sade in operations in Colombia. Currently, he is a alternatemember of the Company’s Board of Directors.

    Mario Giuseppe Antonio Galli . Has a Bachelor’s Degree in Philosophy from the University ofMilan, is a licensed journalist and has over 23 years’ experience in Communications and NewMedia. Worked as Corporate Communications Officer of the Techint Group and managed re-branding projects of Tenaris and Ternium. Is responsible for the following areas: marketingcommunications and employees, media relations and crisis communication management. WasChairman of the Communications Committee of the World Steel Association (2009-2011).Currently, is Corporate Communications Officer of Tenaris, Executive Director of TenarisConfab Hastes de Bombeio, a member of the Board of Directors of Ternium Brasil S.A. and aalternate member of the Company’s Board of Directors. Oscar Montero Martinez. Has a Bache lor’s Degree in Industrial Engineering. Currently, ismember of the Board of Directors of the following companies: Ternium México 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 México 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., FerropakComercial S.A. de C.V., Treasury Services S.A. de C.V. and Consorcio Minero Benito JuarezPeña Colorada, S.A. de C.V. (alternate). He is also Director-General of Planning and Operationsof Ternium. Currently, he is an alternate member of the Company’s Board of Directors.

    2) Board of Directors – Indicated by the minority shareholders

    2.1) Indication of the shareholder Tempo Capital Principal Fundo de Investimento deAções of Candidate to member of the Board of Directors by the common shares in

    view of the resignation of a member appointed by the cumulative voting system on28/10/2014, as set forth in the article 141 third paragraph of the Brazilian CorporateLaw.

    Mauro Gentile Rodrigues da Cunha. CEO of Amec– Associação dos Investidores no Mercado deCapitais – since April, 2012. Before that was manager of Opus Investimentos Ltda. in Rio deJaneiro from October, 2010 to March, 2012. In São Paulo, worked as President of the BrazilianInstitute of Corporate Governance (IBGC), from May, 2008 to April, 2010, was director fromMay, 2003 to April, 2008, and had been its representative in Brazil and abroad. Was seniorpartner and Equity Investment Officer of Mauá Investimentos Ltda. from July, 2007 to April,2010, Equity Investment Officer of Franklin Templeton Investimentos (Brasil) Ltda. FromMarch, 2006 to July, 2007 and Investment Officer of Bradesco Templeton Asset Managementfrom August, 2001 to March, 2006. Also worked at Investidor Profissional, Morgan StanleyAsset Management, Deutche Morgan Grenfell, Bank of America and Banco Pactual. Currently,is member of the Board of Director of Petrobras, BR Distribuidora, Trisul and CESP. Is

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    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    Chartered Financial Analyst – CFA since 1997, Is Chartered Financial Analyst – CFA desde1997, has MBA from the Graduate School of Business, University of Chicago (1998), andBachelor’s Degree in Economics from the Catholic University of Rio de Janeiro - PUC-Rio(1992). He is also a Professor of Corporate Governance and consultant.

    2.2) Indication of the shareholder Tempo Capital Principal Fundo de Investimento deAções of Candidate to the alternate for the board member Marcelo Gasparino da Silvaby the common and preferred shares in view of the resignation informed on16/03/15, by the separated voting system, as provided in the article 141, fourth andfifth paragraphs of the Brazilian Corporate Law (6.404/76)

    Felipe Luckmann Fabro . Bachelor’s Degree in International Relations and Law from theUniversity of Vale do Itajaí, with a graduate degree in Tax Law from FGV and is a PhD studentin law from the University of Buenos Aires. Is a partner at “Gasparino, Fabro, Lebarbenchon,Roman, Sachet e Marchiori – Advogados e Associados ”, professor at Escola Superior daAdvocacia da OAB/SC and at Faculdade Energia de Administração e Negócios – FEAN. Is amember of the Industries of the State Federation of Santa Catarina - FIESC.

    2.3) Indication of the shareholders Geração Futuro L. Par Fundo de Investimento emAções, José Luiz Barbosa, Thomaz de Aquino Arantes, Hagop Guerekmezian, HagopGuerekmezian Filho, Karoline Guerekmezian Velloso, Regina Nieto MottaGuerekmezian, Kathleen Nieto Guerekmezian, Sebastião Alves de Messias andFloriano Ribeiro Filho

    - Effective Members:

    Lirio Albino Parisotto – President of VIDEOLAR and Chairperson of the Board of Directors ofInnova (a Videolar company), the largest Brazilian producer of polystyrene. Ha has been aninvestor in the Brazilian capital market for over 20 years, including as a shareholder ofUsiminas since 1997. He is recognized as defending best corporate governance practices in allthe companies in which he invests and is one of the most active Brazilian minority shareholderinvestors. He was elected Entrepreneur of the year in 2010 in an election sponsored by Ernst &Young in the Master category. He is a member of the Board of Directors of Eternit and is VicePresident of the sustainable Amazon Foundation ( Fundação Amazônia Sustentável ), FAZ. WasBoard member at Usiminas 2012-2014.

    - Alternates Members:

    Wanderley Rezende de Souza – He worked at Sete Brasil Participações S.A., an investmentcompany specialized in portfolio management with a focus on the pre-salt related offshore oiland gas, in the Equity Interest Management Office and as Executive Officer of SeteInternational – Austria. He has a degree in economics and management and an executive MBAin finance and law and finance. He was Team Manager and Executive at PREVI, where he ledmerger, acquisition, public offering, disposition and financial restructuring projects ofcompanies such as Embraer, ALL, Usiminas, Perdigão, CPFL, Grupo Paranapanema, Acesita,Tupy, Neoenergia, GTD Participações and Vale. He was an alternate member of the Board odDirectors of Embraer, a member of the Board of Directors of GTD Participações, GrupoParanapanema and Usiminas, an alternate member of the Board of Directors of Cia. CaféIguaçu and chairperson of the Fiscal Concil of Tupy S.A. He was Manager of Accounts andCorporate Business at Banco do Brasil.

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    Rua Prof. José Vieira de Mendonça, 3.011Engenho Nogueira

    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    3) Chair of the Board of Directors – Indicated by the Minority Shareholders

    3.1) Indication of the shareholder Tempo Capital Principal Fundo de Investimento deAções for the position of Chairman of the Board of Directors

    Marcelo Gasparino da Silva. Lawyer specialist in Corporate Tax Administration from the ESAG,has a MBA in Controlling, Audit and Finance (in course). President of Gaspart Participações S/Aand Chairman of the Consult Board of the Law Firm Gasparino, Fabro, Lebarbenchon, Roman,Sachet e Marchiori Advogados, specializes in tax and corporate law, where he worked as alawyer until 2006 alternating his professional basis between Brasilia, Rio de Janeiro, Sao Pauloand Manaus. Started his executive career in 2007, as Legal and Institutional Officer at CELESC.Participated of the Executive Program on Mergers and Acquisitions from the London BusinessSchool and of specific courses in financial and strategic areas in the IOD - Institute of Directorsin London. Currently is General Coordinator of Capítulo Santa Catarina and is part of the BankBoard of IBGC, is member of the Board of Directors of USIMINAS e ETERNIT. Was member ofthe Board of Directors of Eletrobras, Celesc, Tecnisa and SC Gás. Is member of the FiscalCouncil of BRADESPAR, of RENUKA Brasil, and is an alternate member at ELETROBRAS. IsCoordinator of the Legal and Compliance Committee of ETERNIT. Was member of the FiscalCouncil of AES ELETROPAULO (currently is alternate) and AES TIETÊ.

    b) Description of any of the following events that have taken place over the past 5years:

    i. Criminal conviction

    There is no criminal conviction for none of the candidates to member of the Board of 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 candidates tomember of the Board of Directors.

    iii. Any unappealable conviction at the legal or administrative level, which has been suspendedor 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 thecandidates to member of the Board of Directors.

    12.9. Report the existence of marital relation, stable union or kinship up the seconddegree between:

    a) Directors and members of the issuer’s Fiscal Council

    Not applicable. There is no marital relation, stable union or kinship up the second degreebetween the candidates to member of the Board of Directors and directors and members of theCompany’s Fiscal Council.

    b) Directors and members of the issuer’s Fiscal Council and (ii) directors of direct or indirectsubsidiaries of the issuer

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    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    Not applicable. There is no marital relation, stable union or kinship up the second degreebetween the candidates to member of the Board of Directors (ii) the directors of direct orindirect subsidiaries of the Company c) Directors and members of the issue r’s Fiscal Council 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 degreebetween directors and members of the issuer’s Fiscal Council or of its direct and indirectsubsidiaries and (ii) direct or indirect controlling companies of the Company d) Directors and members of the issuer’s Supervisory Board and (ii) directors of direct andindirect controlling companies of the issuer

    Not applicable. There is no marital relation, stable union or kinship up the second degreebetween the candidates to member of the Board of Directors (ii) directors of direct and indirectcontrolling companies of the Company.

    12.10. Report subordination, service rendering or control relations over the past 3fiscal years between directors of the issuer and:a) Direct or indirect subsidiary of the issuer

    Not applicable. There are no subordination, service rendering or control relations over the past3 fiscal years between of the candidates to member of the Board of Directors and direct orindirect subsidiary of the Company.

    b) Direct or indirect controlling company of the issuer

    (i) The candidate to effective member of the Board of Directors Paulo Penido PintoMarques, maintains a service rendering agreement with Nippon Group, since march of2012;(ii) The candidate to alternate member of the Board of Directors Takaaki Hirose is auditor

    of the companies Kitakyushu LNG Company INC . and Tobata Co-operative Thermal PowerCompany INC ., since june, 2013, in which Nippon Steel & Sumitomo Metal Corporationowns, respectively, 25% and 50% of the common shares. In addition, the candidate isofficer of the companies NS I Service Corporation , Sun Villa Co. Ltd. and Higashida Co-

    Generation Corporation , since june, 2013, in which Nippon Steel & Sumitomo MetalCorporation owns, respectively, 100%, 60% and 100% of the common shares;(iii) The candidate to effective member of the Board of Directors Daniel Novegil maintainsworking relationship with various subsidiaries of Ternium S.A., and holds the position ofCEO at Ternium S.A., Chairmain of the Board of Directors at Siderar S.A.I.C and at TerniumMéxico, S.A. de C.V., companies that are part of Techint Group, which, in its turn, is part ofthe Group controlled by the issuer;(iv) The candidate to effective member of the Board of Directors Roberto Caiuby Vidigalmaintains working relationships with various subsidiaries of Tenaris S.A.; is the Chairmanof the Board of Directors at Confab Industrial S.A. and at Techint Engenharia e ConstruçãoS.A., and Member of the Board of Directors of San Faustin S.A., SIAT S.A., Tenaris ConfabHastes de Bombeio S.A., Confab Trading N.V. and Socotherm Brasil S.A., Chairman of theBoard of Directors and CEO at Ternium Brasil S.A.;(v) The candidate to alternate member of the Board of Directors Oscar Montero Martinezmaintains working relationship with various subsidiaries of Ternium S.A., holds the position

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    31310-260 Belo Horizonte, MGT 55 31 3499-8000F 55 31 3499-8899

    www.usiminas.com

    of Chief Planning Officer at Ternium S.A., and still is a member of the Board of Directors ofvarious Ternium’s subsidiaries ;

    (vi) The candidate to alternate member of the Board of Directors Mario Guiseppe AntonioGalli maintains working relationship with various subsidiaries of Tenaris S.A., is the ChiefCommunication Officer at Tenaris S.A. and member of the Board of Directors at TerniumBrasil S.A. and at Tenaris Confab Hastes de Bombeio S.A.

    c) If relevant, supplier, customer, debtor or creditor of the issuer, its subsidiary or parentcompany or subsidiaries of any of these parties

    There is no significant subordination relationship among supplier, customer, debtor or creditorof the issuer, its subsidiary or parent companies or subsidiaries and the candidates to memberof the Board of Directors.