USINAS SIDERÚRGICAS DE MINAS GERAIS S/A USIMINAS CNPJ/MF / NIRE Publicly Traded Company

Transcription

1 Usiminas Sede Rua Prof. José Vieira de Mendonça, Engenho Nogueira Belo Horizonte, MG T F USINAS SIDERÚRGICAS DE MINAS GERAIS S/A USIMINAS CNPJ/MF / NIRE Publicly Traded Company Minutes of the Ordinary Meeting of the Board of Directors of Usinas Siderúrgicas de Minas Gerais S/A - USIMINAS, held at the Company s office, in São Paulo/SP, Av. do Café, 277, Tower B, 9 th floor, Jabaquara, on August 27 th, 2015, at 08AM. Board Members Participants Marcelo Gasparino da Silva, Chairman; Fumihiko Wada, Yoichi Furuta, Paulo Penido Pinto Marques, Oscar Montero Martinez, Roberto Caiuby Vidigal, Elias de Matos Brito, Rita Rebelo Horta de Assis Fonseca, José Oscar Costa de Andrade. Secretary-General Bruno Lage de Araújo Paulino. The Chairman of the Board of Directors appointed Mr. Rodrigo de Mesquita Pereira as the secretary of the meeting, justifying such appointment in the paragraph four of article 14 of the Company s Bylaws. The Board members Fumihiko Wada, Yoichi Furuta, Paulo Penido Pinto Marques, Oscar Montero Martinez, Roberto Caiuby Vidigal, Elias de Matos Brito, Rita Rebelo Horta de Assis Fonseca and José Oscar Costa de Andrade disagreed with the application of such provision of the Bylaw, since the Company s Secretary General, appointed by the Board of Directors is present, and requested that the referred General Secretary be responsible for preparing the minutes of the meeting, pursuant the articles 13, letters v and aa of the Company s Bylaws and article 19, letter c of the Internal Regiment of the Board of Directors. The preparation of the minutes in summary form, pursuant to article 130, 1 st paragraph of the Brazilian Corporate Law with article 14, 8 th paragraph of the Bylaws, was unanimously approved. It is registered herein that the Board Members Marcelo Gasparino da Silva, Fumihiko Wada, Yoichi Furuta, Paulo Penido Pinto Marques, Oscar Montero Martinez, Roberto Caiuby Vidigal, Elias de Matos Brito, Rita Rebelo Horta de Assis Fonseca and José Oscar Costa de Andrade presented writing statements with regards to items of the agenda which will be attached to these minutes and filed in the Board of Directors minutes book. The attendance list of the Directors assistants also will be attached to these minutes and filed in the Board of Directors minutes book. Agenda: Items for Approval I Funding Proposal The Board approved, by the majority of its members and with a contrary vote from the Board Member Marcelo Gasparino da Silva, the fund raising of up to US$150,000, (one hundred and fifty million dollars), with a Club Deal (lead by Deutsche Bank and ABN-Amro Bank). The Board also approved, by the majority of its members and with a contrary vote from the Board Member Marcelo Gasparino da Silva, the granting of powers to the Board of Officers to execute all the documents necessary to complete the transaction approved herein. II Ratification of the opening and closing of branches and new request to granting of powers - The Board approved, by the majority of its members and with a contrary vote from the Board Member Marcelo Gasparino da Silva, and in accordance with the material available at the Board Portal: i) the ratification of the opening, modification and closing of offices, branches and facilities, in national territory, which occurred between August 2014 and August 2015; and ii) the delegation of powers to the Board of Officers, for one year, to open, transfer or close offices, branches and facilities in the national territory

2 Usiminas Sede Rua Prof. José Vieira de Mendonça, Engenho Nogueira Belo Horizonte, MG T F only. The delegation of powers granted herein does not represent authorization to open subsidiaries. III - Appointment of Mr. Oscar Montero Martinez as effective member of the Board of Directors and Mr. Guilherme Poggiali Almeida as alternate member of the Board of Directors, pursuant to the Notice received by the T/T Group The Board of Directors acknowledged the resignation of the Effective Member Daniel Agustín Novegil. The Board of Directors also acknowledged the appointment of Mr. Oscar Montero Martinez for Mr. Daniel Agustín Novegil s position as Effective Member and the appointment of Mr. Guilherme Poggiali Almeida for the position of first alternate member of the Board of Directors. In view of the above, the remaining members of the Board of Directors, by unanimous decision, approved the appointment, according to Art. 150 of Law n. 6,404/1976, of Mr. Oscar Montero Martinez, Argentine, married, industrial engineer, bearer of passport No , resident at Leandro N. Alem avenue, 1067, Buenos Aires, Argentina, for the position of Effective Member of the Board of Directors, for a term until the first Shareholders Meeting to be held. It is registered herein the abstention of the Board Member Oscar Montero Martinez to take part in the deliberations above. The Board of Directors also approved, by the majority of its members, the appointment, according to Art. 150 of Law n. 6,404/1976, of Mr. Guilherme Poggiali Almeida, Brazilian, married, lawyer, enrolled with CPF under No , ID nº MG , resident at Rua Tito Guimarães, 128, apto. 902, Buritis, city of Belo Horizonte, state of Minas Gerais, for the position of first Alternate Member of the Board Members Elias de Matos Brito, Oscar Montero Martinez and Roberto Caiuby Vidigal, for a term until the first Shareholders Meeting to be held. The Board Member Marcelo Gasparino da Silva voted against this appointment and, as Chairman of the Board of Directors declared his understanding that such appointment was approved by unanimously of the valid votes. Adjournment With no further business, the meeting was closed and the minutes were drawn up in own Book with the signature of the Board Members and the Secretary. São Paulo, August 27 th, (aa) Fumihiko Wada, (aa) Yoichi Furuta, (aa) Paulo Penido Pinto Marques, (aa) Oscar Montero Martinez, (aa) Roberto Caiuby Vidigal, (aa) Elias de Matos Brito, (aa) Rita Rebelo Horta de Assis Fonseca and (aa) José Oscar Costa de Andrade. Secretary-General (aa) Bruno Lage de Araújo Paulino.

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