USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. USIMINAS CNPJ / NIRE: Publicly-Held Company

Transcription

1 (Free Translation: For reference only Original in Portuguese) USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. USIMINAS CNPJ / NIRE: Publicly-Held Company MANUAL FOR THE PARTICIPATION OF THE SHAREHOLDERS AT THE ANNUAL SHAREHOLDERS MEETING APRIL 23rd, Classification of information: Public

2 (Free Translation: For reference only Original in Portuguese) TABLE OF CONTENTS 1 Message from Management p Guidelines for Participation at the Shareholders Meeting 2.1 Participation in Person Individual Shareholders p Legal Entities Shareholders p Shareholders Represented by a Power of Attorney p Foreign Shareholders p Participation by remote e-voting system p Call Notice p Information on the matters contained in the Agenda p. 14 Exhibit 1 - Information Required by Article 9 of CVM Ruling 481/2009 p. 20 Exhibit 2 Information Required by Article 9-1-II of CVM Ruling n o 481/2007 and proposal of capital budget for the fiscal year of 2019 p. 213 Exhibit 3 Information Required by Article 12 of CVM Ruling 481/2009 p. 223 Exhibit 4 Information on the Candidates to the fiscal council and to the Board of Directors p. 244 Classification of information: Public 2

3 (Free Translation: For reference only Original in Portuguese) 1. MESSAGE FROM MANAGEMENT Dear Shareholders, With the purpose to facilitate your participation, we bring to your knowledge the Manual for the Annual Shareholders Meeting ( Shareholders Meeting ) of Usiminas Siderúrgicas de Minas Gerais S.A. - USIMINAS ( Usiminas or Company ), to be held on April 23rd, 2019, at 12PM. On behalf of the Company s Management, we invite you to be present at the Shareholders Meeting to resolve on the following agenda: (1) Appreciation of the managements accounts and analysis, discussion and vote on the financial statements and annual management report for the year ended on December 31 st, 2018; (2) Allocation of net profit assessed in the fiscal year of 2018 and approval of the capital budget for the fiscal year of 2019; (3) Management s proposal for the payment of dividends and definition of the date of its respective payment; (4) Determination of the total budget for the administrators compensation for the period until the 2020 Annual Shareholders Meeting; (5) Election of the members of the Fiscal Council ( Conselho Fiscal ), effective and alternates, for a term of office until the 2020 Annual Shareholders Meeting, as well as the determination of their respective compensation; (6) Election of Mr. Yoshiaki Shimada as effective member of the Board of Directors for a term of office until the Company's Annual Shareholders' Meeting to be held in 2020, as appointed by the Board of Directors at the meeting held on March 18, 2019; and (7) Election of Messrs. Yuichi Akiyama, Tatsuya Miyahara and Martha Regina Coelho Teixeira Lassance, as alternate members of the Board of Directors, for a term until the Company's Annual Shareholders Meeting to be held in 2020, as appointed by the Board of Directors in the meeting held on July 26 th, We understand that the information made available herein allows for a positioning in advance of our shareholders and facilitate the decision-making process. Our team of Investors Relations is available to clarify eventual doubts or to guide you. Classification of information: Public 3

4 (Free Translation: For reference only Original in Portuguese) 2 GUIDELINES FOR PARTICIPATION AT THE ANNUAL SHAREHOLDERS MEETING 2.1. PARTICIPATION IN PERSON We request that the shareholders who want to participate at the Annual Shareholders Meeting, in person or by means of attorneys-in-fact, send, until April 17 th, 2019 (date which corresponds to two business days before the Annual Shareholders Meeting), to the Company s headquarters, located at Rua Professor José Vieira de Mendonça, Bairro Engenho Nogueira Belo Horizonte - MG, CEP , to the care of the Secretary of Governance, certified copy of the following documents: INDIVIDUALS SHAREHOLDERS Identification card with photo; and Receipt of the ownership of shares, containing the respective shareholding, issued by the depositary institution, in the case of shareholders registered directly in the Company's registered shares register, or by the institution providing fungible custody services of registered shares, in the case of shareholders who hold their shares through the fungible system of custody of shares, provided that such certificate must be issued no more than 5 (five) days prior to the date of the Meeting LEGAL ENTITIES SHAREHOLDERS Last consolidated bylaws or articles of association and the corporate documentation that evidences the legal representation of the shareholder (i.e., minutes of the election of the officers); Identification card with photo of the legal representative(s); Receipt of the ownership of shares, containing the respective shareholding, issued by the depositary institution, in the case of shareholders registered directly in the Company's registered shares register, or by the institution providing fungible custody services of registered shares, in the case of shareholders who hold their shares through the fungible system of custody of Classification of information: Public 4

5 (Free Translation: For reference only Original in Portuguese) shares, provided that such certificate must be issued no more than 5 (five) days prior to the date of the Meeting; and In the case of Investment Funds: (i) the last consolidated regulations of the fund, (ii) bylaws or articles of association of the administrator or manager, as the case may be, observing the voting policy of the fund and the corporate documentation that evidences the legal representation of the administrator or manager (minutes of the election of the officers, term(s) of investiture and/or power of attorney), and (iii) identification card with photo of the legal representative(s) of the administrator or manager SHAREHOLDERS REPRESENTED BY A POWER OF ATTORNEY Besides the documents indicated above, the original power of attorney, which must have been granted less than one (1) year before, considering that (i) the individuals who are shareholders of the Company may only be represented at the Shareholders Meeting by an attorney-in-fact who is a shareholder, manager of the Company, lawyer or financial institution, as provided in article 126, 1, of Brazilian Corporation Law; and (ii) the legal entities which are shareholders of the Company may, as per the terms of CVM s decision taken at the CVM Proceeding RJ2014/3578, judged on , be represented by an attorney-in-fact appointed according to their respective articles of association or bylaws and according to the rules of the Civil Code, without the need of such person being a manager of the Company, shareholder or lawyer; and Identification card with photo of the attorney-in-fact. The Company does not require the certification of the signature on the powers of attorney FOREIGN SHAREHOLDERS The foreign shareholders shall present the same documentation as the Brazilian shareholders, being waived The Hague apostille, notarization and registration procedures; being required, however, the sworn translation of the documents drawn up in a foreign language. The Company points out that, as provided in par. 2 of article 5 of CVM Ruling nº 481/2009, the shareholders may participate at the Shareholders Meeting, even if they 5 Classification of information: Public

6 (Free Translation: For reference only Original in Portuguese) do not deliver previously the documents mentioned above, provided the documents are presented at the Shareholders Meeting before the beginning of the discussions PARTICIPATION BY REMOTE E-VOTING As provided in articles 21-A and following of CVM Ruling nº 481/2009, the shareholders of the Company may forward, from the date hereof, their voting instructions related to the matters of the Meeting by filling in and sending the documents referred: Remote E-Vote ( E-Vote ), which will be available to be separately printed from the Company s website and from CVM s website. To this effect, the E-Votes must be received up to seven (7) days prior to the date of the Meeting, that is, up to (inclusive). Eventual E-Votes received after this date shall not be considered. The shareholder who opts to exercise its voting right by means of the E-Vote may do so by one of the options described below: By giving instructions to the Company s bookkeeper This option is destined, exclusively, to the holders of registered shares bookkept by Banco Bradesco S.A. and that are not deposited with the central depositary agent: The holder of the shares that are not deposited with the central depositary agent and who opts to exercise its right of remote e-voting, by means of service providers may transmit its voting instructions to the bookkeeping agent of the shares issued by Usiminas, Banco Bradesco S.A., observing the rules determined by Banco Bradesco S.A.. To this effect, the shareholders shall go to any of the Branches of Banco Bradesco S.A., in up to seven (7) days prior to the date of the Meeting, during the banking hours, with the Remote E-Vote, printed, filled in, initialized and signed, as well as the documents indicated in the table below, so that the information contained in the Remote E-Vote is transferred to Bradesco s system. Classification of information: Public 6

7 (Free Translation: For reference only Original in Portuguese) Documents to be presented, together with the E-Vote, at the Bradesco s branch Individuals Legal Entities Investment Funds Individual Registration Number with the Tax Bureau (CPF) and Identity card with photo of the shareholder or legal representative* X X X Updated and consolidated Articles of Association or By-laws** - X X Document evidencing the representation powers - X X Updated and consolidated regulations of the Fund - - X *Identification documents accepted: Identity card for Brazilians, Identity card for foreigners, Driver s license, Passport and Professional registration card duly recognized. **For investment funds, documents of the manager and/or administrator, as per the voting policy. Pursuant to article 21-B of CVM Ruling nº 481/2009, the shareholder shall transmit the filling instructions of the E-Vote to the depositary agent, up to seven (7) days prior to the date of the holding of the Meeting, that is, up to (inclusive). In case of doubts, the shareholders may contact Bradesco, through the following channels: PHONE: dac.escrituracao@bradesco.com.br Bradesco informs that the data indicated above, aims at providing the shareholder a channel to clarify eventual doubts related to the sending of the E- Vote to the depositary of the book entry shares. However, Bradesco shall not accept the E-Vote by electronic means; only being accepted the E-Vote presented at any of the Bradesco s branches, in the terms and conditions provided in the Manual for the Meeting. Classification of information: Public 7

8 (Free Translation: For reference only Original in Portuguese) By giving instructions to their respective custodian agents This option is destined, exclusively, to the holders of shares kept in custody at B3 S.A. Brasil, Bolsa, Balcão ( B3 ). In this case, the remote E-voting shall be exercised by the shareholders according to the procedures adopted by their respective custodian agents. The holder of the shares deposited with the Central Depositary of B3 and who opts to exercise its right of remote E-voting through service providers shall transmit their voting instructions to their respective custodian agents, observing the rules determined by them, which, in turn, shall forward such vote manifestations to the Central Depositary of the B3. To this effect, the shareholders shall contact their respective custodian agents and verify the procedures established by them for the issuance of the E-voting instructions through the E-Vote, as well as the documents and information required for the exercise of such option. Pursuant to article 21-B of CVM Ruling nº 481/2009, the shareholder shall give instructions of the E-Vote to its custodian agent up to seven (7) days prior to the date of the Meeting, that is, until (inclusive), except if a different term, always prior to the date thereof, is established by its custodian agent. As determined by article 21-S of ruling CVM 481/2009, the Central Depositary of the B3, when receiving the instructions of vote from the shareholders through their respective custodian agents, shall disregard eventual diverging instruction in relation to a same resolution which have been issued by the same Tax Bureau Registration Number CPF (individuals) or CNPJ (legal entities) By forwarding the E-Vote Directly to the Company The shareholders may, as an alternative to the procedures described in items and above, send their E-Votes directly to the Company. To this effect, the shareholders shall print the E-Vote (which will be available to be separately printed from the Company s website and from CVM s website), fill it in, initialize all the pages and sign it. Following that, the shareholders shall send the E- 8 Classification of information: Public

9 (Free Translation: For reference only Original in Portuguese) Vote, duly filled in, initialized and signed, to the following postal address: Rua Professor José Vieira de Mendonça, Bairro Engenho Nogueira Belo Horizonte - MG, CEP , to the care of the Secretary of Governance, together with a certified copy of the documents indicated below: Individuals identification card with photo of the shareholder. Legal entities last consolidated bylaws or articles of association and the corporate documentation that evidences the legal representation of the shareholder (that is, minutes of the election of the officers); identification card with photo of the legal representative(s). Investment funds last consolidated regulations of the fund; bylaws or articles of association of its administrator or manager, as the case may be, observing the voting policy of the fund and the corporate documents that evidence the representation powers (minutes of the election of the officers, term(s) of mandate and/or power of attorney); identification card with photo of the legal representative(s). The Company does not require the authentication of the signature on the E-Votes issued in Brazil and The Hague apostille, notarization or consularization of the ones issued abroad, being required, however, the sworn translation of the documents drawn up in a foreign language. The E-Vote, together with the documents indicated above, must be received by the Company, regardless of the date on which they are sent, up to seven (7) days prior to the date of the Meeting, that is, up to (inclusive). Eventual E-Votes received by the Company after the date thereof shall not be considered. The shareholder may also, if he prefers, anticipate the forwarding of the documents to the Company, by sending digital copies of the E-Vote and of the documents referred above to the following electronic address: dri@usiminas.com. Classification of information: Public 9

10 (Free Translation: For reference only Original in Portuguese) In any case, it is indispensable that the Company receives the original copy of the E- Vote and the certified copy of the other documents sent previously by by the shareholder, up to seven (7) days prior to the date of the Meeting, i.e., up to , at the following address: Rua Professor José Vieira de Mendonça, Bairro Engenho Nogueira Belo Horizonte - MG, CEP , to the care of the Secretary of Governance. In up to three (3) days from the receipt of the referred documents, the Company shall inform the shareholder, through the electronic address indicated in item 2.1 of the E- Vote, its receipt and its acceptance. If the E-Vote is not duly filled in or accompanied by the supporting documents indicated above, the E-Vote shall be disregarded and such information shall be sent to the shareholder through the electronic address indicated in item 2.1 of the E-Vote, informing the need of rectification or resubmission of the E-Vote or of the accompanying documents (provided there is available time), describing the necessary procedures and terms for the regularization of the E-Vote. During the term for voting, the shareholder may send a new instruction of vote to the Company, if it deems necessary, and the last instruction of vote presented shall be considered in the voting map of the Company. In case of discrepancies between the E-Vote received directly by the Company and the vote instruction contained in the prior voting map of the bookkeeper for a holder of the same CPF or CNPJ registration number, the voting instruction forwarded by the bookkeeper shall prevail, according to the provisions of article 21-W, 2, of CVM Ruling nº 481/ General Information The Company points out that: once the remote E-voting term is over, that is, on , the shareholder shall not be able to amend the voting instructions already sent, except at the Shareholders Meeting, in person or by a power of attorney, upon express Classification of information: Public 10

11 (Free Translation: For reference only Original in Portuguese) request, prior to the submission of the respective matter(s), to disregard the voting instructions sent by the E-Vote. for the purposes of the counting of the votes, the E-Vote sent by shareholders which are not eligible to vote at the Meeting or in the respective resolution shall not be considered; for the purposes of the counting of the votes, it shall only be considered the shares held by each shareholder at the date of the Meeting, regardless of the date on which the E-Vote was sent, to the extent that, if a shareholder sells shares, between the date on which the E-Vote was sent and the date of the Meeting, the votes corresponding to the shares sold shall be disregarded; the instruction of vote from a given CPF or CNPJ shall be attributed to all the shares held under such CPF or CNPJ, according to the statement of the deposit account containing the respective equity interest, provided by the depositary in charge of the book entry shares, on the date of the Meeting; and as provided in article 21-X of CVM Ruling n 481/2009, the remote voting instructions shall be normally considered in the case of eventual postponement of the Meeting or if it is necessary its holding on second call, provided that eventual postponement or holding on second call does not exceed thirty (30) days from the date initially provided for its holding on first call. Classification of information: Public 11

12 (Free Translation: For reference only Original in Portuguese) 3 - CALL NOTICE USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. USIMINAS CNPJ / NIRE: Publicly-Held Company CALL NOTICE ANNUAL SHAREHOLDERS MEETING Shareholders of Usinas Siderúrgicas de Minas Gerais S.A. USIMINAS are called to meet on April 23 rd, 2019, on first call, at the Annual Shareholders Meeting ( Meeting ), at 12PM, at the Company s headquarters, located at Rua Professor José Vieira de Mendonça, 3.011, Bairro Engenho Nogueira, Belo Horizonte/MG, to resolve the following matters: (1) Appreciation of the managements accounts and analysis, discussion and vote on the financial statements and annual management report for the year ended on December 31 st, 2018; (2) Allocation of net profit assessed in the fiscal year of 2018 and approval of the capital budget for the fiscal year of 2019; (3) Management s proposal for the payment of dividends and definition of the date of its respective payment; (4) Determination of the total budget for the administrators compensation for the period until the 2020 Annual Shareholders Meeting; (5) Election of the members of the Fiscal Council ( Conselho Fiscal ), effective and alternates, for a term of office until the 2020 Annual Shareholders Meeting, as well as the determination of their respective compensation; (6) Election of Mr. Yoshiaki Shimada as an effective member of the Board of Directors, for a term of office until the Annual Shareholders' Meeting to be held in 2020, in accordance with the appointment made by the Board of Directors in the meeting held on March 18 th, 2019; and (7) Election of Messrs. Yuichi Akiyama, Tatsuya Miyahara and Martha Regina Coelho Teixeira Lassance, as alternate members of the Board of Directors, for a term until the Company's Annual Shareholders Meeting to be held in 2020, in accordance with the appointments made by the Board of Directors in the meeting held on July 26 th, Classification of information: Public 12

13 (Free Translation: For reference only Original in Portuguese) To participate at the Shareholders Meeting, the shareholders shall present original or certified copies of the following documents: (i) identification document with photo; (ii) documents that evidence the legal representation of the individual shareholder; (iii) in the case of the shareholders presented by attorney-in-fact, the corresponding power of attorney shall meet the requirements set forth in the applicable law and regulations; and (iv) proof of ownership of shares, containing the respective shareholding, issued by the depositary in charge of the book entry shares, in the case of shareholders registered directly in the Company's registered shares register, or by the institution providing fungible custody services of registered shares, in the case of shareholders holding their shares through the fungible system of custody of shares, and such certificate must be issued no more than 5 (five) days prior to the date of the Meeting. For the better organization of the Shareholders Meeting, the Company requires that the copies of the documents mentioned above be sent to the Company s headquarters with an advance of two (2) working days prior to the date of the Shareholders Meeting, pursuant to article 8, 3, of the Bylaws. The shareholder may also exercise its voting right by means of the remote E-Vote. In this case, up to April 16, 2019 (inclusive), the shareholder shall transmit its filling in instructions, by sending the respective E-Vote: 1) to the bookkeeper of the shares issued by the Company; 2) to the custodian agents who provide this service, for the holders of shares deposited at the Central Depositary; or 3) directly to the Company. For additional information, the shareholder shall observe CVM Ruling nº 481/2009 and the procedures described in the remote E-voting made available by the Company, as well as in the respective Manual for Participation at the Meeting. The documents related to the matters of the Agenda are available to the shareholders at the Company s headquarters and on the website of CVM ( B3 S.A, - Brasil, Bolsa, Balcão ( and of the Company ( Belo Horizonte, March 22 nd, Ruy Roberto Hirschheimer Chairman of the Board of Directors Classification of information: Public 13

14 (Free Translation: For reference only Original in Portuguese) 4 INFORMATION ON THE MATTERS CONTAINED IN THE AGENDA According to CVM Ruling nº 481/2009, we present below the documents and information related to the matters to be resolved at the Company s Annual Shareholders Meeting, to be held on April 23rd, 2019, at 12PM, at the Company s headquarters, located at Rua Professor José Vieira de Mendonça, Bairro Engenho Nogueira Belo Horizonte - MG: 4.1. Appreciation of the managements accounts and analysis, discussion and vote on the financial statements and annual management report for the year ended on December 31 st, According to article 9, head paragraph and 1, of CVM Ruling nº 481/2009, we make available to the shareholders, in Exhibit 2 to this Manual, the following documents: I - Management report on the corporate businesses and the main administrative facts of the fiscal year ended on ; II- Independent Auditors Report; III- Copy of the Financial Statements; IV- Opinion of the Fiscal Council; V Statement of the Officers on the Independent Auditors Report; VI Statement of the Officers on the Financial Statements; VII Managers comments on the financial situation of the Company, under the terms of item 10 of the Reference Form; VIII Standardized Form of the Financial Statements DFP; and IX Opinion of the Audit Committee Allocation of net profit assessed in the fiscal year of 2018 and approval of the capital budget for the fiscal year of The Company s Management submits to the shareholders the proposal of allocation of the results of the assessment of the net profit in the fiscal year ended on , in the total amount of R$726,657,732.46, that, deducted from the installment destined to the legal reserve, in the terms of article 193 of Law n 6.404/1976, in the amount of R$36,332,886.62, reaches an adjusted net profit of R$690,324, Classification of information: Public 14

15 (Free Translation: For reference only Original in Portuguese) From the total amount of R$690,324,845.84, calculated as adjusted net income for the fiscal year ended on , the amount equivalent to (i) R$172,581, shall be distributed as mandatory dividends to shareholders, in the form of article 24, paragraph 5, of the Company's Bylaws and also considering the rule set forth in CVM Deliberation No. 683/2012 1, of which R$92,286, will be distributed as interest on shareholders' equity, as approved by the Board of Directors at the meeting, and R$80,294, will be distributed as dividends to be approved at the Annual Shareholders Meeting; (ii) R$345,162, shall be allocated to the Reserve for Investments and Working Capital, as provided for in Article 24, Paragraph 4 of the Bylaws; and (iii) R$161,126, shall be withheld based on the capital budget presented by the Company's management, as provided for in article 196 of Law 6,404/1976 and article 24, paragraph 6 of the Bylaws, as proposed by the Company's management. For better understanding of the proposal of allocation of the results, Exhibit 3 to the present Manual contains the information required by Exhibit 9-1-II to CVM Ruling n 481/2009, as well as the proposal of capital budget of the Company for the fiscal year of Management s proposal for the payment of dividends and definition of the date of its respective payment As mentioned in item 4.2. above, the amount of dividends to be approved at the Annual Shareholders' Meeting for distribution to shareholders is R$80,294,589.07, which, in addition to the amount of R$92,286,622.39, corresponding to interest on shareholders' equity approved by the Board of Directors in , corresponds to 25% (twenty five percent) of adjusted net income for the fiscal year ended December 31, The amount of dividends to be approved at the Annual Shareholders' Meeting corresponds to R$0, per common share and R$0, per preferred share. The Company's Management proposes that the aforementioned dividends be paid on May 31, 2019, the same date as the interest on shareholders' equity approved by the Board of Directors on December 28, 2011, to the holders of common and preferred shares issued by the Company on the base date of Consequently, the shares issued by the Company shall be traded as ex dividends as of The 1 In accordance with CVM Resolution No. 683/2012, interest on shareholders' equity was charged to the amount of the mandatory dividend by its net amount, less the corresponding income tax. Classification of information: Public 15

16 (Free Translation: For reference only Original in Portuguese) amount of the proposed dividend shall not be subject to monetary adjustment or corresponding remuneration from the date of declaration by the Shareholders Meeting up to the date of its effective payment, as well as it shall be exempt of withholding income tax, according to article 10 of Law n 9.249/ Determination of the total budget for the administrators compensation for the period until the 2020 Annual Shareholders Meeting At a meeting held on , the Board of Directors decided to propose to the shareholders the establishment of the global compensation of the Management, for the period up to the Annual Shareholders Meeting to be held in 2020, in the amount of up to R$31,239, To this effect and in accordance to article 12 of CVM Ruling nº 481/2009, we make available to the shareholders, in Exhibit 4 to this Manual, the information indicated in item 13 of the Reference Form. The global amount of the compensation of the administrators approved by the Annual Meeting held on was of R$30,297, The table below shows the amount effectively paid by the Company to its administrators since the Annual Shareholders Meeting of : Global Remuneration Paid until this moment (May/18 Feb/19) Board of Directors R$ 4,600, Statutory Board R$ 10,699, Total R$ 15,300, The difference between the amounts approved and the amounts effectively paid is of R$ ,00. Such difference is justified mainly due to: As the management s overall compensation was approved for the period from May 2018 to April 2019, the amounts relative to March and April 2019 have not been paid yet. The estimated value is R$ 2.4 million. The management s overall compensation includes an annual bonus and the corresponding charges. This bonus is paid in April and, therefore, the Classification of information: Public 16

17 (Free Translation: For reference only Original in Portuguese) corresponding amount is not included in the Overall Compensation paid. Considering the applicable charges, the bonus value is estimated at R$ 9.8 million. Emergency reserves included in the management s overall compensation, which were planned for a possible implementation of a new stock options program have not been used. Such reserves correspond to R$ 2.8 million. The difference between the amounts proposed in the previous fiscal year and in the present year is justified by for the following reasons: Reduction in the number of Directors for the Board from 11 to 8 (less R$ 1,080.0 thousand); Calculation of FGTS (Government s severance fund) on the bonus paid to Statutory Management in accordance with legal opinion (plus R$ thousand) Change in the type of cars made available to the Statutory Management (plus R$ thousand) Benefits to foreign members (3) of the Statutory Management. The previous budget did not include any foreign member (plus R$ thousand); and Reserves: 10%. The same percentage as the previous budget, but the amount was increased as a result of aforementioned changes (plus R$ 85.2 thousand) Election of the members of the Fiscal Council ( Conselho Fiscal ), effective and alternates, for a term of office until the 2020 Annual Shareholders Meeting, as well as the determination of their respective compensation The Company received the following indications from the controlling shareholders to the positions of members to the Fiscal Council: Candidato Cargo Acionista que Indicou Sérgio Carvalho Effective Member of the Previdência Usiminas Campos Fiscal Council Wanderley Rezende de Effective Member of the NSSMC Group Souza Fiscal Council Paulo Frank Coelho da Rocha Effective Member of the Fiscal Council TT Group Classification of information: Public 17

18 (Free Translation: For reference only Original in Portuguese) Lúcio de Lima Pires Masato Ninomiya João Paulo Minetto Alternate Member of the Fiscal Council Alternate Member of the Fiscal Council Alternate Member of the Fiscal Council Previdência Usiminas NSSMC Group TT Group To date, the Company has not received other nominations for candidates for positions in the Fiscal Council. According to article 10 of CVM Ruling nº 481/2009 and of items 12.5 to of the Reference Form, the information on the candidates related above is contained in Exhibit 4 to this Manual. The Company proposes that the monthly compensation for the members of the Fiscal Council be established in the amount corresponding to ten percent (10%) of the average amount of the compensation attributed to the Company s Officers, pursuant to article 163, paragraph 3, of the Brazilian Corporation Law Election of Mr. Yoshiaki Shimada as effective member of the Board of Directors for a term of office until the Annual Shareholders Meeting of 2020, as appointed by the Board of Directors at the meeting held on March 18, At the meeting, the Board of Directors was given notice of the resignation of the effective member of the Board, Mr. Kazuhiro Egawa. In view of this, the election of Mr. Yoshiaki Shimada, appointed by Nippon Steel Sumitomo Metal Corporation ("NSSMC") to replace Mr. Kazuhiro Egawa, was unanimously approved, for a term of office until the next Annual Shareholders Meeting of the Company, pursuant to article 12, paragraph 6, item (c), of the Bylaws approved at the Extraordinary Shareholders' Meeting held on February 11, In view of this, it is proposed to confirm the election of Mr. Yoshiaki Shimada as an effective member of the Board of Directors, for a term of office until the Annual Shareholders Meeting of Classification of information: Public 18

19 (Free Translation: For reference only Original in Portuguese) According to article 10 of CVM Ruling nº 481/2009 and of items 12.5 to of the Reference Form, the information on the candidate above mentioned is contained in Exhibit 4 to this Manual Election of Messrs. Yuichi Akiyama, Tatsuya Miyahara and Martha Regina Coelho Teixeira Lassance, as alternate members of the Board of Directors, for a term until the Company's Annual Shareholders Meeting to be held in 2020, in accordance with the appointments made by the Board of Directors in the meeting held on July 26th, At a meeting held on July 26th, 2018, the Board of Directors took notice of the resignation of the alternate members of the Board, Messrs. Hironobu Nose, Hirohiko Maeke e Ichiro Sato. In view of this, and as appointed by the shareholder NSSMC, Mr. Yuichi Akiyama, Mr. Tatsuya Miyahara and Mrs. Martha Regina Coelho Teixeira Lassance were unanimously elected to replace the former members, with a term of office until the next Annual Shareholders Meeting of the Company, in accordance with article 150 of Law No. 6,404/1976. In view of this, it is proposed to confirm the election of Messrs. Yuichi Akiyama, Tatsuya Miyahara and Martha Regina Coelho Teixeira Lassance as alternate members of the Board of Directors, for a mandate until the Annual Shareholders Meeting of According to article 10 of CVM Ruling nº 481/2009 and of items 12.5 to of the Reference Form, the information on the candidates above mentioned is contained in Exhibit 4 to this Manual. Classification of information: Public 19

20 (Free Translation: For reference only Original in Portuguese) EXHIBIT 1 - INFORMATION REQUIRED BY ARTICLE 9 OF CVM RULING 481/2009 Classification of information: Public 20

21 (Free Translation: For reference only Original in Portuguese) To the Shareholders, Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas Management submits to your appreciation the Management Report and the Company s Individual and Consolidated Financial Statements, with the independent auditor s report, related to year ended on December 31 st, MANAGEMENT REPORT ) ECONOMIC OUTLOOK 2018 was a year of recovery for Brazil s economy, even with its unsteady growth. The market s consensus (Focus Report December 28th, 2018) is that activity might have grown 1,3%, in a similar rhythm as the one verified in 2017, when the economy grew 1,1%. For the industry, the increase of 1,1% in production meant the second consecutive year of growth, after the recession has provoked it to cumulatively fall 16,7% from 2014 to The steel consumption intensive sectors have presented more expressive increases. The capital goods production has advanced 7,4% while the durable goods production has increased 7,6%. The confidence indicators reacted very positively to expectations of accelerated growth. According to the National Confederation of Industry (CNI), the Industrial Entrepreneur Confidence Index (ICEI) reached its highest value in December According to the Brazilian Steel Institute, apparent domestic consumption of flat steel products reached 12.7 million tons in 2018, up 8.9% over Domestic sales of flat rolled products were 11 Million tonnes, equivalent to an increase of 10.9% over Imports were 1.4 million tonnes, which represents a decrease of 2.1% compared to Exports of totaled 11.4 million tons, representing a decrease of 3.2% compared to the volume exported in the previous year. In 2018, crude steel production in the country reached 34.7 million tons, a rise of 1.1% over Focus Projection Indicators GDP (IBGE) 1,0% 1,3% Industrial GDP 0,0% 1,1% Industrial Production (IBGE) 2,5% 1,9% Inflation - IPCA 2,9% 3,7% Interest - Selic (end of period) 7,0% 6,5% Exchange rate R$/US$ - (end of period) 3,31 3,69 Source: Focus Report 01/11/19, Banco Central do Brasil. 21 Classification of information: Public

22 (Free Translation: For reference only Original in Portuguese) 2) CORPORATE GOVERNANCE The structure of governance of the Usiminas counts on Internal Auditors, subordinate directly to the Board of Directors until February 11, 2019 and, as of this date, to the Audit Committee. It has the mission to monitor good practices - to evaluate the system of internal controls and risk management of the Company. On January 15, 2019, the Usiminas Integrity Program came into force, which brings together the Code of Ethics and Conduct and the policies that guide the relationship with internal and external audiences. The Integrity Program is a reference for the personal and professional conduct of employees and managers, based on values and principles that underpin the Company's performance. Ownership structure and control group The Company's capital consists of 1,253,079,108 shares, of which 56.28% are common shares with voting rights. The Control Group owns 68.57% of the voting capital. Classification of information: Public 22

23 (Free Translation: For reference only Original in Portuguese) Management On April 10 th, 2018, controlling shareholders signed a new binding shareholders' agreement, which reflects new governance provisions, including but not limited to the rules for appointing the President of the Board of Directors and the President Director and the rules for composition and appointment of the Company's Board of Executive Officers. Additionally, controlling shareholders agreed to incorporate as Binding Shares subject to the new shareholders' agreement all common shares subscribed by some of these controlling shareholders within the scope of the capital increase approved by the Company in March Usiminas Statutory Board is composed by a president director and five vice presidents in the areas of Sales, Industrial, Finance and Investors Relation, Technology and Quality, and Corporate Planning. The Board of Directors counts on eight effective members and related alternate members and holds at least four annual meetings during the year, according to schedule previously established or extraordinary meetings whenever necessary to the Company s interests. It has two advisory committees: the Audit Committee (statutory) and the Human Resources Committee. Usiminas also has an installed Fiscal Council, responsible for inspecting the Officers management acts. Management compensation Key management personnel compensation paid and payable, which includes Company s Statutory Board, Board of Directors and Supervisory Board, is as follows: Management compensation Fees 13,785 11,067 Social charges 3,863 2,256 Retirement plan Provision of variable compensation 10,161 3,687 Total 28,045 17,055 At December 31, 2018, the amount paid to key management personnel was R$22,290 (R$13,156 at December 31, 2017). Independent auditors The Company s internal rule regarding to the contract of services not related to the external audit of its independent auditors assures that no conflict of interests, loss of independence or objectivity exist in the audit work. Such internal rule is based on the following internationally accepted principles: (a) auditors may not audit their own work; (b) auditors may not exercise a management function at their client; and (c) auditors may not promote the interests of their clients. PricewaterhouseCoopers was responsible for the external audit of Usiminas companies financial statements as at 12/31/2018, as well as the companies quarterly information of 09/30/2018, 06/30/2018 e 03/31/2018. Classification of information: Public 23

24 (Free Translation: For reference only Original in Portuguese) According to Instruction CVM 381/2003, the Company did not contract other services of its independent auditors not related to the external audit of its financial statements. 3) CONSOLIDATED PERFORMANCE R$ million - Consolidated Chg. 2018/2017 Steel Sales Volume (000 t) 4,198 4,026 4% Iron Ore Sales Volume (000 t) 6,474 3,676 76% Net Revenue 13,737 10,734 28% COGS (11,522) (9,099) 27% Gross Profit (Loss) 2,215 1,635 35% Net Income (Loss) % EBITDA (Instruction CVM 527) 2,172 2,056 6% EBITDA Margin (Instruction CVM 527) 16% 19% -3 p.p. Adjusted EBITDA 2,693 2,186 23% Adjusted EBITDA Margin 20% 20% 0 p.p Investments (CAPEX) % Cash Position 1,693 2,314-27% Net revenue In 2018, net revenue was R$13.7 billion, a 28.0% increase over 2017, which was R$10.7 billion, in function of higher average prices and volumes of steel and iron ore over the year. Net Revenue Breakdown Domestic Marked 83% 86% Exports 17% 14% Total 100% 100% Cost of Goods Sold (COGS) In 2018, COGS was 11.5 billion, a 26.6% increase compared to 2017, which was R$9.1 billion. Siderurgy s Cost of Goods Solds (COGS) was R$10.6 billion in 2018, against R$8.5 billion in 2017, a 24.9% increase. COGS per ton was R$2,526/t in 2018, a 19.8% increase in relation to 2017, which was R$2,109/t, mainly due to raw materials costs increases, especially purchased slab, coal and iron ore. The Mining COGS in 2018 was R$748.8 million, against R$342.9 million in 2017, a 118.4% increase, mainly related to higher sales volume and higher freight cost associated to exports. COGS per ton was R$115.4/t in 2018, 24.3% above that accounted for in 2017, which was R$92.9/t, mainly due to higher freight cost associated to exports. Operating Expense and Income Classification of information: Public 24

25 (Free Translation: For reference only Original in Portuguese) In 2018, sales expenses totaled R$337.4 million, against R$251.0 million in 2017, a 34.5% increase mainly due to higher distribution costs and higher provision for doubtful accounts. In 2018, general and administrative expenses were R$440.0 million, an increase of 8.8% over the year 2017, which was R$404.4 million, mainly due to higher expenses with third party services. In 2018, other operating expenses and income were a negative R$555.7 million, against a negative R$250.8 million in year 2017, a 121.6% increase, mainly due to: Loss by impairment in the amount of R$529.3 million in the Steel Unit, of R$143.1 million in the Capital Goods Unit, partially compensated by reversion of impairment in the amount of R$199.6 million in the Mining Unit in In 2017, the Company accounted an asset impairment of R$73.0 million in the Steel Unit and R$1.9 million in the Mining Unit; Lower tax credits related to PIS/Cofins on imports by R$201.4 million, which were R$36.1 million in 2018, against R$237.5 million in 2017; Recognition of R$201.1 million, net of expenses, by Mineração Usiminas in year 2017, referring to the Porto Sudeste agreement. There was no such effect in 2018; Provision for loss of legal deposits of R$55.8 million; Provision for loss of tax credits in relation to ICMS tax recovery in the Mining Unit of R$37.5 million. These effects were partially compensated by: Recognition of tax credits in the amount of R$410.9 million in the Steel Unit and R$7.8 million in the Capital Good Unit related to the final decision of inclusion of ICMS tax in the base calculation of PIS and COFINS; Recognition of the amount receivable in the amount of R$186.0 million relative to the final decision related to the compulsory loan to Eletrobrás in the Steel Unit in Thus, in year 2018, net operating expenses and income were a negative R$1.3 billion, against R$906.1 million in Adjusted EBITDA Adjusted EBITDA is calculated from net income (loss), reversing income tax and social contribution, financial result, depreciation, amortization and depletion, and equity in the results of Associate, Joint Subsidiary and Subsidiary Companies, not including impairment of assets. The adjusted EBITDA includes the proportional participation of 70% of Unigal and other joint subsidiary companies. EBITDA Breakdown Consolidated (R$ thousand) Net Income (Loss) 828, ,080 Income Tax / Social Contribution 406, ,870 Financial Result (93,045) 462,920 Depreciation, Amortization 1,029,535 1,171,851 EBITDA - Instruction CVM 527 2,171,806 2,055,721 Equity in the results of Associate and Subsidiary (260,350) (154,896) Classification of information: Public 25

26 (Free Translation: For reference only Original in Portuguese) Joint Subsidiary Companies proportional EBITDA 308, ,194 Impairment of Assets 472,787 72,764 EBITDA Ajustado 2,693,070 2,185,783 In 2018, Adjusted EBITDA was R$2.7 billion, against R$2.2 billion in 2017, a 23.2% increase, mainly due to higher prices and volumes of steel and iron ore sales in the period, of the recognition of tax credits relative to the inclusion of the ICMS tax in the base calculation of PIS and COFINS taxes by R$418.7 and recognition of the amount receivable from Eletrobrás by R$186.0 million. Financial Result In 2018, the financial result was a positive R$93.0 million, against a negative R$462.9 million in 2017, mainly due to recognition of interest on credits receivable from Eletrobrás regarding a compulsory loan in the amount of R$490.0 million and to recognition of interest regarding the process of inclusion of the ICMS tax in the base calculation of PIS and COFINS taxes of R$ million, partially compensated by exchanges losses of R$163.4 million in 2018 against exchanges losses of R$21.6 million in Equity in the Results In 2018, the results of Equity of Associate and Subsidiary Companies totaled R$260.4 million, against R$154.9 million in year 2017, mainly due to higher contribution of Unigal and of MRS Logística and of lower impact of the negative result of Codeme. Net Profit (Loss) In year 2018, the Company recorded net profit of R$828.7 million, against a net profit of R$315.1 million in Working Capital In 2018, working capital was R$4.0 billion, against R$2.8 billion in 2017, a R$1.1 billion increase, mainly due to increase in Inventories, Accounts Receivable, Other Assets, partially compensated by the increase in Other Liabilities. Worthy of mention are: Increase in Inventories of R$1.1 billion, mainly due to price rises of raw materials, especially coal and purchased slab; Increase in Accounts Receivable in the amount of R$339.0 million in function of greater sales and higher prices practiced in the year; Increase of R$359.0 million in Other Assets related to the increase in recoverable taxes, mainly in function of recognition of tax credits regarding the inclusion of the ICMS tax in the base calculation of PIS and COFINS taxes; Increase of R$491.0 million in Other Liabilities in function of forfaiting operations relative to slab and raw materials supply. Classification of information: Public 26

27 (Free Translation: For reference only Original in Portuguese) Investments (CAPEX) In 2018, CAPEX totaled R$462.7 million, against R$216.2 million in The main investments carried out were in sustaining CAPEX. Out of total investments in 2018, approximately 78% were made in the Steel Unit, 16% in Mining, 4% in Steel Processing and 2% in Capital Goods, approximately. Indebtedness On 12/31/18, consolidated gross debt was R$5.9 billion, against R$6.7 billion on 12/31/17, a 12.1% decrease, mainly due to the following payments: On 01/18/18, full payment of the Notes issued by its subsidiary Usiminas Commercial Ltd. in 2008 (Eurobonds) in the amount of US$400.0 million, of which around US$180.0 were paid and around US$220.0 million returned to the Company s cash account by reason of the repurchase of the part of the Notes, made in 2013; Additionally, on 03/15/18 the Company paid the amount corresponding to the total of excess amount of cash (Cash Sweep), calculated based on the Company s financial statements of the period ended on 12/31/17, in the total amount of R$378.8 million, as a partial amortization of the amounts of principal due by Usiminas to the Creditors. At the end of 2018, debt composition by maturity was 8% short term and 92% long term, against 15% short term and 85% long term in Consolidated net debt on 12/31/18 was R$4.2 billion, a reduction of 4.2% in relation to that on 12/31/17, which was R$4.3 billion. The net debt/ebitda ratio ended the 2018 fiscal year at 1.6X, against 2.0X in The graph below demonstrates the cash position and debt profile (principal only) in millions of Real on 12/31/18. It is worthwhile to mention that, among the debt instruments renegotiated, the cash sweep mechanism, which obliges the Company in the case where there is surplus cash over the established limits, verified on June 30 and December 31 of each year, excluding certain liquidity events, to distribute this surplus amount to its creditors pro rata, which will be used to anticipate amortization of the principal amount, interest and other charges due in the perms of these instruments. For the fiscal year ended 12/31/18, the Company determined this amount to be R$365.6 million as cash surplus, which was reclassified to short term, since it will be paid pro rata to creditors on March 15, Classification of information: Public 27

28 (Free Translation: For reference only Original in Portuguese) 4) Capital Markets Performance in the B3 Usiminas common shares (USIM3) closed the 2018 quoted at R$11.44 (R$10.83 in 2017) and its preferred shares (USIM5) at R$9.22 (9.10 in 2017). Foreign Stock Markets OTC - Nova York Usiminas has American Depositary Receipts (ADRs) traded on the over-the-counter market: USDMY is backed by common shares and USNZY, by Class A preferred shares. On 12/31/18, USNZY ADRs, which have higher liquidity, were quoted at US$2.35 (US$2.77 in 2017), presenting a depreciation of 15% in the year. Latibex - Madri Usiminas shares are traded on the LATIBEX - the Madrid Stock Exchange: XUSI as preferred shares and XUSIO as common shares. On 12/31/18, XUSI closed quoted at 2.06 ( 2.27 in 2017). XUSIO shares closed quoted at 2.56, ( 2.61 in 2017). Classification of information: Public 28