USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. - USIMINAS CNPJ/MF / NIRE Publicly Traded Company NOTICE TO SHAREHOLDERS

Transcription

1 USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. - USIMINAS CNPJ/MF / NIRE Publicly Traded Company NOTICE TO SHAREHOLDERS We hereby inform the shareholders of Usinas Siderúrgicas de Minas Gerais S.A. USIMINAS ( Usiminas or Company ) that the Board of Directors, at a meeting held on March 11 th, 2016 ( BDM ), approved the increase of the Company s Capital, in the limit of the authorized Capital, pursuant to article 5 th, 1 st, 2 nd and 3 rd paragraphs of its Bylaws, in the amount up to R$64,882, (sixty-four million, eight hundred and eighty-two thousand, three hundred and sixteen reais and eighty centavos) ( Capital Increase ). Thus, if the full value of the capital increase is subscribed and pay for, the Capital stock will be increased from R$12,150,000, (twelve billions, one hundred and fifty millions reais) to R$12,214,882, (twelve billions, two hundred and fourteen millions, eight hundred and eighty-two thousand, three hundred and sixteen reais and eighty centavos). The Capital Increase will be executed through the issuance of up to 50,689,310 class A preferred shares, all registered and no nominal value ( New Shares ), at the issuance price of R$1.28 (one real and twenty-eight centavos) per share, which was fixed, pursuant to item III of first paragraph of article 170 of Law No 6,404/1976, based on the average* of trading of the closing prices of the Company s class A preferred shares, in trading sessions of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros ( BM&FBOVESPA ) held between the days and The recourses raised through the Capital Increase shall be allocated in the Company s cash account, in order to reinforce its working capital. Will be granted to the Company's current shareholders the preemptive right to acquire the new shares to be issued, pursuant to article 171 of Law No 6,404/1976, for a term of thirty (30) days counted from the date of disclosure of this Notice to Shareholders. The exercise of the preemptive right for acquisition of the new shares shall comply with the following conditions: * average of the prices of the class A preferred shares issued by the Company weighted by the volume of each transaction -VWAP

2 2 1. Increase Amount Up to R$64,882, (sixty-four million, eight hundred and eighty-two thousand, three hundred and sixteen reais and eighty centavos) which will be fully allocated to the Company's cash. 2. Number and Type of Shares Issued Up to 50,689,310 class A preferred shares, all registered and with no nominal value. 3. Registration Date and Acquisition Relation The shareholders of shares issued by the Company, regardless of type or class, on will have preference to the acquisition of the new shares issued in the proportion of new share for each 1 (one) share issued by the Company that already exist that they hold. The shares acquired from will not be entitled to the preemptive rights by the acquiring shareholder. 4. Issuance Price The issuance price of the new shares was fixed at R$1.28 (one real and twenty-eight centavos) per share, which corresponds to the average* of trading of the closing prices of the Company s class A preferred shares, in trading sessions of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros ( BM&FBOVESPA ) held between the days and Dividends The new shares will be identical to the class A preferred shares issued by the Company that already exist, granting to their holders, therefore, the same rights already granted to the holders of such types and classes of shares by both Brazilian Corporate Law and the Company s Bylaws. The New Shares shall be entitled to all dividends, interest on equity, bonuses and any capital remuneration that may be declared by the Company after the homologation date of the Capital Increase. 6. Term to exercise the Preemptive Right in the Acquisition The term for exercising the preemptive right in the acquisition of new shares will initiate on and will end on , inclusive. * average of the prices of the class A preferred shares issued by the Company weighted by the volume of each transaction -VWAP

3 3 7. Assignment of the Preemptive Right in the Acquisition The shareholders that do not intend to exercise the preemptive right may freely transfer it to third parties, in accordance with article 171, paragraph 6 th, of Law 6.404/ Procedures to Share Acquisition The Shareholders which have shares kept by the Banco Bradesco S.A., the financial depositary institution of the book-entry shares of the Company ( Banco Bradesco ), and that keep an up-todate register, shall receive the subscription bulletin in their registered address in Banco Bradesco, and may exercise the subscription of the New Shares, in any branch of Banco Bradesco authorized to assist shareholders. The Shareholders who have shares kept by the BM&FBOVESPA shall exercise their preemptive right to subscription on the new shares through their custodian agents. 9. Payment The new shares will be paid for in cash, in Brazilian reais, at the act of subscription. Such procedure of payment will also be applied to the New Shares during the Unsubscribed Shares apportionment procedure. 10. Unsubscribed Shares Procedure The shareholders that subscribe the New Shares in the term of exercise of the preemptive right shall express in the same act of execution of the respective subscription bulletin, the interest on acquiring occasional unsubscribed shares resulting from the issuance of the New Shares which are not subscribed during the term for the exercise of the preemptive right. The shares that are not subscribed during the term for the exercise of the preemptive right will be apportioned among the shareholders that have submitted the request, in the subscription bulletin, for the reservation of the unsubscribed shares, and the subscription shall be performed in a five (5) business days term, counted from the disclosure of the notice to shareholders about the unsubscribed shares. In this regard, it will be held an apportionment round of the non-subscribed shares, and the subscribers who are interested in participating shall, in addition to the request for reservation of shares, inform in the respective subscription bulletin the maximum number of New Shares they wish to subscribe in the apportionment. In the apportionment shall be observed the proportion of shares subscribed by each subscriber on the exercise of the preemptive right and the information provided by the subscriber about the maximum number of shares to be subscribed. The unsubscribed shares after the closing of the first apportionment of the non-subscribed shares will be canceled.

4 4 11. Partial Homologation After holding the apportionment of the unsubscribed shares, it will be admitted the partial homologation of the capital increase in case that shares that reach the amount of R$ 32,441, (thirty-two million, four hundred and forty one thousand, one hundred and fiftyeight reais and fifty centavos) are subscribed. In case of having remaining unsubscribed shares and the Company decides for the partial homologation of the Capital Increase, the subscribers of shares issued under the Capital Increase will have the right to review their decision related the subscription of shares. In this way, in view of the possibility of partial homologation of the Capital Increase, the subscribers of the new shares issued may, in their respective subscription bulletin, if it is of his interest, condition his/hers subscription to: (i) the subscription of all shares object of the Capital Increase; or (ii) the subscription of a ratio or minimum amount in relation to the originally proposed for the Capital Increase, to be defined by the investor himself, but which may not be less than the minimum required by the Company, i.e., R$ 32,441, (thirty-two million, four hundred and forty one thousand, one hundred and fifty-eight reais and fifty centavos). In the last case (item ii), the subscriber shall, at the subscription act, indicate if, once implemented the provided condition, he intends to receive all of the shares subscribed or the amount equivalent to the proportion between the number of effective subscribed shares and the number of shares originally issued, assuming, in the lack of statement, the subscriber's interest of receiving the totality of the shares subscribed by him. 12. Additional Information Additional information on the Capital Increase, including including the information required by the Annex 30-XXXII of the CVM Instruction No 480/2009, may be found in documents filed in the websites of CVM ( BM&FBOVESPA ( and the Company ( Belo Horizonte, March 18th, 2016 Ronald Seckelmann Vice President of Finances and Investors Relations

5 5 USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. - USIMINAS CNPJ/MF / NIRE Publicly Traded Company CAPITAL INCREASE (ANNEX 30 OF THE CVM INSTRUCTION No 480/2009) 1 Value of the Increase and of The New Capital Stock The Capital Increase shall be of up to R$64,882, (sixty-four million, eight hundred and eighty-two thousand, three hundred and sixteen reais and eighty centavos). Thus, if the full value of the capital increase is subscribed and pay for, the Capital stock will be increased from R$12,150,000, (twelve billions, one hundred and fifty millions reais) to R$12,214,882, (twelve billions, two hundred and fourteen millions, eight hundred and eighty-two thousand, three hundred and sixteen reais and eighty centavos). 2 Means of Execution of the Capital Increase The Capital Increase will be held through private subscription of new class A preferred shares. 3 - Capital Increase Justification and the Economic and Juridical Consequences The Capital Increase consists on one of the measures established in the Company s strategic plan for 2016, as disclosed in Explanatory Note 1 to the Financial Statements relating to the financial year ended on , with the purpose to strengthen the Company s cash account and fortify its capital structure. This capital increase, though alone is not enough to ensure that the Company has conditions to face the current adverse economic scenario, is part of a series of other measures that are being taken by the Company to enable such objective, such as proposals of additional capital increases to be submitted for approval of the Extraordinary Shareholders Meeting and the negotiations to obtain a standstill agreement and the renegotiation of its debts with the Company s major financial creditors and for making available to the Company the cash resources retained in cash by Mineração Usiminas SA.

6 6 4 Opinion of the Supervisory Board There was no deliberation of the Fiscal Council ( Conselho Fiscal ) about it. 5 Information about the Capital Increase through the Subscription of Shares: A) Allocation of resources The resources raised from the Capital Increase shall be allocated to the Company s cash account, in order to reinforce its working capital. B) Amount and Type of Issued Shares As a result of the Capital Increase, it shall be issued up to 50,689,310 class A preferred shares, all registered and with no nominal value ( New Shares ). C) Rights, Advantages and Restrictions Granted to the New Shares The New Shares shall be identical to the remaining class A preferred shares issued by the Company that already exist, granting to their holders, therefore, the same rights already granted to the holders of such types and classes of shares by both Brazilian Corporate Law and the Company s Bylaws. The New Shares shall be entitled to all dividends, interest on equity, bonuses and any capital remuneration that may be declared by the Company after the homologation date of the Capital Increase. D) Type of Subscription The Capital Increase shall be executed through the private subscription of shares. E) Subscription by Related Parties The New Shares shall be offered only to the current shareholders of the Company, regardless of type or class held, which may exercise their preemptive right of subscription, as well as expressing their interest on the acquisition of the

7 7 unsubscribed shares. The Company has no information about the subscription of the New Shares by Related Parties. F) Issuance Price of the New Shares - The issuance price of the New Shares shall be of R$1.28 per class A preferred share. G) Issuance Price Allocation The shares issued by the Company do not have nominal value and all values arising from the subscription of the New Shares shall be destined to the Company s capital stock. H) Management s Opinion on the Capital Increase Effects As a Capital Increase through private subscription, in which the exercise of the preemptive right will be assured to all shareholders, there will be no dilution of the participation of current shareholders who subscribe the shares to which they are entitled to in the Capital Increase. The Company s management understands that the dilution caused by the Capital Increase of the equity of the current shareholders who do not exercise their preemptive rights will be justified, bearing in mind that the issuance price of the New Shares will be fixed based on the observance of the criteria set forth in article 170, 1º of Law No /1976 and that the Capital Increase attends the corporate interest, for the reasons appointed in item 3 above. I) Criteria for Fixing of the Issuance Price and the Economic Aspects that Determined that Choice The issuance price of the New Shares was fixed, pursuant to item III of first paragraph of article 170 of Law No 6,404/1976, based on the average* of trading of the closing prices of the Company s class A preferred shares, in trading sessions of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros ( BM&FBOVESPA ) held between the days and In the understanding of the Board of Directors, the criteria referred above reflect the current market value of the class A preferred shares issue by the Company. J) Fixing with Premium or Discount in Relation to the Market Value In accordance with the above mentioned, the issuance prince was fixed, based on the average* of trading of the closing

8 8 prices of the Company s class A preferred shares, in trading sessions of BM&FBOVESPA held between the days and , without fixing Premium or Discount. K) Reports and Study that Subsidized the Fixing of the Issuance Price The issuance prince was fixed, exclusively, based on the average* of trading of the closing prices of the Company s class A preferred shares, in trading sessions of BM&FBOVESPA held between the days and L) Information on the Closing Quotations of the Company s Shares in BM&FBOVESPA (i) Minimum, average and maximum quotation of each year, in the last three (3) years (in R$) Quotati Minim Avera Maximu Minimu Avera Maximu Minimu Averag Maximu on um ge m m ge m m e m USIM 5 6,55 10,38 14,50 4,32 8,39 14,08 1,45 3,95 6,97 * average of the prices of the class A preferred shares issued by the Company weighted by the volume of each transaction -VWAP (ii) Minimum, average and maximum quotation of each quarter, in the last two (2) years (in R$) Quotation 2014 Minimum Average Maximum 1 st Quarter USIM5 8,59 11,30 14,03 2 nd Quarter USIM5 7,50 8,62 10,31 3 rd Quarter USIM5 6,36 8,08 8,94 4 th Quarter USIM5 4,39 5,53 6,91

9 9 Quotation 2015 Minimum Average Maximum 1 st Quarter USIM5 3,38 4,28 5,16 2 nd Quarter USIM5 4,20 5,23 6,90 3 rd Quarter USIM5 2,79 3,74 4,52 4 th Quarter USIM5 3,11 5,02 8,23 Quotation 2016 Minimum Average Maximum 1 st Quarter USIM5 0,85 1,08 2,09 (iii) Minimum, average and maximum quotation of each month, in the last six (6) months (in R$) Quotation Month Minimum Average Maximum feb/16 USIM5 0,85 0,94 1,04 jan/16 USIM5 0,86 1,09 1,47 dec/15 USIM5 1,46 1,75 2,11 nov/15 USIM5 2,27 2,69 2,98 oct/15 USIM5 2,79 3,23 3,78 sep/15 USIM5 3,03 3,82 4,52 (iv) Average quotation in the last 90 days (in R$) Period 10/26/2015 a 03/10/16 USIM5 Minimum Average Maximum 0,85 1,67 3,06 (v) Average quotation between and (in R$)

10 10 Quotation on the last 60 trading sessions (in R$) Period 11/30/15 a 03/01/16 USIM5 Minimum Average Maximum 0,85 1,28 2,27 M) Issuace Prices of Shares Issued in Capital Increases Executed in the last three (3) years The Company has not executed a capital increase in the last three years. N) Percentage of The Issuance s Potential Dilution The potential dilution percentage of the New Shares issuance, if all shares are subscribed and paid for, corresponds to 4.77%. O) Terms, Conditions and Means of Subscription and Payment of the New Shares The New Shares shall be paid for in cash, in Brazilian reais, at the act of subscription. Such payment procedure shall also apply to the New Shares subscribed during the unsubscribed shares procedure. The dates in which the preemptive right to subscription of the New Shares may be exercised, as well as the subscription right to the eventual unsubscribed shares, will be informed in a notice to shareholders to be disclosed by the Company. In accordance with the Notice to Shareholders released on , the term for exercise the preemptive right on the acquisition of the New Shares will begin on and ending on , including. P) Terms and Conditions for the Exercise of the Preemptive Right by the Company s Shareholders The Company s shareholders, regardless of type or class held, may exercise their preemptive right to acquire new shares, in the proportion of their current equity interest in the total amount of shares issued by the Company, in a thirty (30) days term, counted from the disclosure of the notice to shareholders communicating the approval of the Capital Increase by the Company s Board of Directors ( Notice to Shareholders ). The Notice to Shareholders shall inform the beginning date and the final date to exercise the preemptive right, as well as the date from which the Company s new shares will be negotiated without subscription rights. As stated in article 171, paragraph 1 st, item b of Law 6.404/1976, each shares issued by the Company currently existing shall give right to the subscription of 0, New Shares. The shareholders that do not intend to exercise the preemptive right may freely transfer it to third parties, in accordance with article 171, paragraph 6 th, of Law 6.404/1976. In accordance with the

11 11 Notice to Shareholders released on , (i) the term for exercising the preemptive right in the acquisition of new shares will initiate on and will end on , including; e (ii) the shares acquired from will not be entitled to the preemptive rights by the acquiring shareholder. The Shareholders which have shares kept by the Banco Bradesco S.A., the financial depositary institution of the book-entry shares of the Company ( Banco Bradesco ), and that keep an up-todate register, shall receive the subscription bulletin in their registered address in Banco Bradesco, and may exercise the subscription of the New Shares in any branch of Banco Bradesco authorized to assist shareholders. The Shareholders who have shares kept by the BM&FBOVESPA shall exercise their preemptive right to subscription on the new shares through their custodian agents. Q) Proposition for the Unsubscribed Shares - The shareholders that subscribe the New Shares in the term of exercise of the preemptive right shall express in the same act of execution of the respective subscription bulletin, the interest on acquiring occasional unsubscribed shares resulting from the issuance of the New Shares which are not subscribed during the term for the exercise of the preemptive right. The shares that are not subscribed during the term for the exercise of the preemptive right will be apportioned among the shareholders that have submitted the request, in the subscription bulletin, for the reservation of the unsubscribed shares, and the subscription shall be performed in a five (5) business days term, counted from the disclosure of the notice to shareholders about the subscription of the unsubscribed shares. In this regard, it will be held an apportionment round of the non-subscribed shares, and the subscribers who are interested in participating shall, in addition to the request for reservation of shares, inform in the respective subscription bulletin the maximum number of New Shares they wish to subscribe in the apportionment. In the apportionment shall be observed the proportion of shares subscribed by each subscriber on the exercise of the preemptive right and the information provided by the subscriber about the maximum number of shares to be subscribed. The unsubscribed shares after the closing of the first apportionment of the non-subscribed shares will be canceled. R) Procedure to be applied in the case of Partial Homologation of the Capital Increase After holding the apportionment of the unsubscribed shares, it will be admitted the partial homologation of the capital increase in case that shares that reach the amount of R$

12 12 32,441, (thirty-two million, four hundred and forty one thousand, one hundred and fiftyeight reais and fifty centavos) are subscribed. In case of having remaining unsubscribed shares and the Company decides for the partial homologation of the Capital Increase, the subscribers of shares issued under the Capital Increase will have the right to review their decision related the subscription of shares. In this way, in view of the possibility of partial homologation of the Capital Increase, the subscribers of the new shares issued may, in the respective subscription bulletin, if it is of his interest, condition his/hers subscription to: (i) the subscription of all shares object of the Capital Increase; or (ii) the subscription of a ratio or minimum amount in relation to the originally proposed for the Capital Increase, to be defined by the investor himself, but which may not be less than the minimum required by the Company, i.e., R$ 32,441, (thirty-two million, four hundred and forty one thousand, one hundred and fifty-eight reais and fifty centavos). In this last case (item ii), the subscriber shall, at the subscription act, indicate if, once implemented the provided condition, he intends to receive all of the shares subscribed or the amount equivalent to the proportion between the number of effective subscribed shares and the number of shares originally issued, assuming, in the lack of statement, the subscriber's interest of receiving the totality of the shares subscribed by him. S) Procedure to be applied in the case of Execution of a Capital Increase in Assets Not applicable.