Usiminas Sede

Rua Prof. Jos Vieira de Mendona, 3.011

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

USINAS SIDERRGICAS DE MINAS GERAIS S/A USIMINAS

CNPJ/MF 60.894.730/0001-05
NIRE 313.000.1360-0
Publicly Traded Company
Minutes of the Extraordinary Meeting of the Board of Directors of Usinas Siderrgicas de
Minas Gerais S/A - USIMINAS, held at the Companys office, in So Paulo/SP, Av. do Caf,
277, Tower A, 9th floor, Jabaquara, on March 11th, 2016, at 12PM
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, Jos Oscar Costa de Andrade and
Mauro Rodrigues da Cunha. Secretary-General Bruno Lage de Arajo Paulino.
The preparation of the minutes in summary form, pursuant to article 130, 1st paragraph of
the Brazilian Corporate Law with article 14, 8 th paragraph of the Bylaws, was unanimously
approved.
The Chairman of the Board of Directors after concern stated by the Board Member Rita
Fonseca about the leaking of information of the last meeting of the Board of Directors
requested all presents to turn off the cell phones.
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, Jos Oscar Costa de Andrade and
Mauro Rodrigues da Cunha presented writing statements which will be attached to these
minutes and filed in the Board of Directors minutes book.
The attendance list of the Directors assistants will be filed in the Board of Directors minutes
book.
Agenda:
I To take notice of the clarifications from the Management about the actions and
conditions to inject resources in the Company, and: (i) To deliberate on the
necessity to capitalize the Company through the private issuance of shares;
It is registered herein the attendance of the members of the Fiscal Council (Conselho
Fiscal) Masato Ninomiya, Paulo Frank Coelho da Rocha, Lcio de Lima Pires, Domenica
Eisenstein Noronha and Julio Sergio de Souza Cardozo, pursuant to article 163, 3, of the
Brazilian Corporate Law.
The Board unanimously recognized the necessity to capitalize the Company through the
private issuance of shares.
(ii) Exercise by the Board of Directors of the provisions set forth on the 1st, 2nd
and 3rd paragraphs of article 5th of the Companys Bylaws, through deliberation of
the Board of Directors, exclusively by an issuance of up to 50,689,310 (fifty million,
six hundred eighty nine thousand and tree hundred and ten) preferred shares on
existing class, determining the issuance price, the number and classes of the
preferred shares to be issued, as well as the deadline and payment conditions, also
deliberating on the issuance of subscription bonus in preferred shares of existing
class;
The Board unanimously approved the proposal of capital increase presented by the Chairman
of the Board of Directors, in the limit of the authorized Capital, pursuant to 1st, 2nd and 3rd
paragraphs of article 5th of the Companys Bylaws, through private subscription, in the
amount of up to R$64,882,317.00, through the immediate issuance of up to 50,689,310
class A preferred shares, at the issuance price of R$1.28 per share, which was fixed
pursuant to item III of article 170 of Law No 6,404/1976, based on the average of trading of
the closing prices of the Companys class A preferred shares, in trading sessions of

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

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA) held

between the days 11.30.2015 and 03.01.2016, admitted the partial homologation of the
capital increase in case that shares that reach the amount of R$ 32,441,158.50 are
subscribed. It is attached to these minutes the document referred in the Annex 30-XXXII of
the CVM Instruction No 480/2009, with the details of all information related to the capital
increase hereby approved. The Board of Officers was authorized to disclose the Notice to
Shareholders in order to initiate the term of 30 (thirty) days for the exercise of the
preemptive right. It was unanimously rejected the proposal of issuance of subscription
bonus.
(iii) To take notice of the existing binding proposal(s) presented by the
Management, the controlling shareholders and remaining Board Members;
The Board took notice of the proposal presented by TT Group, NSSMC Group and the Board
Member Mauro Rodrigues da Cunha.
At request of the Board Member Oscar Montero Martinez, the Board Member Yoichi Furuta
clarified that the minute of NSSMC Groups comfort letter sent to the Companys main
financial creditors states that (i) the call of the Extraordinary Shareholders Meeting to be
held to deliberate on the proposal of capital increase is conditioned to the execution of the
standstill agreement; and that (ii) the commitment of subscription up to
R$1,000,000,000.00 is conditioned to the execution of definitive documents with the
Companys main financial creditors providing, among other conditions, the rollover of the
debt and the granting of a grace period.
(iv) To approve one of the biding proposals presented for deliberation of the Board
of Directors;
Submitted the matter for voting the Board Members Marcelo Gasparino da Silva and Mauro
Rodrigues da Cunha voted for the approval of the proposal presented by the Board Member
Mauro Rodrigues da Cunha.
The Board Members Fumihiko Wada, Yoichi Furuta, Paulo Penido Pinto Marques, Rita Rebelo
Horta de Assis Fonseca and Jos Oscar Costa de Andrade voted for the approval of the
proposal presented by NSSMC Group, proposal which is conditioned as referred in item iii
above, using, however, the issuance price proposed by the Board Member Mauro Rodrigues
da Cunha (R$5.00 per common share).
The Board Members Oscar Montero Martinez, Roberto Caiuby Vidigal and Elias de Matos
Brito, in view of the statement of the Board Members appointed by NSSMC Group regarding
the possibility of voting on such matter even without any Resolution in Preparatory Meeting
of the Controlling Group, declared themselves released to vote in the TT Groups proposal,
which they understand to be the most advantageous to the Company. In this regard, such
Board Members voted for the proposal presented by TT Group.
The Board Members Marcelo Gasparino da Silva and Mauro Rodrigues da Cunha stated the
understanding that the proposal supported by the Board Members Fumihiko Wada, Yoichi
Furuta, Paulo Penido Pinto Marques, Rita Rebelo Horta de Assis Fonseca and Jos Oscar
Costa de Andrade is identical to the proposal supported by them and, in view of this, acceded
to such proposal.
In view of this, the Chairman of the Board of Directors declared approved, by the majority of
the members of the Board of Directors, the Companys capital increase revised proposal
presented by NSSMC Group, to be submitted to the Extraordinary Shareholders Meeting,
through private subscription, in the amount of R$1.000.000.000,00, through issuance of
200.000.000 new common shares, identical to the shares that already exist, which shall be
paid for in cash, in Brazilian reais, at the act of subscription at the issuance price of R$5,00
per common share, in accordance with the proposal presented by the Board Member Mauro
Rodrigues da Cunha and detailed in his statement of vote, in order to mitigate the dilution to
be caused to shareholders which do not subscribe the shares which they have the

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

preemptive right, defeated the Board Members Oscar Montero Martinez, Roberto Caiuby
Vidigal and Elias de Matos Brito.
(v) To determine that the management prepares all documents related to the
transaction(s), as well as the draft of the call of the Extraordinary Shareholders
Meeting, and, if it is the case, the Annual Shareholders Meeting;
The Board Member Mauro Rodrigues da Cunha voted in favor of the matter conditioned to
the Board of Officers to present the results of the negotiations of the items "vi" ("a" and "b"),
"vii" and "viii" being supported by the Chairman of the Board of Directors Marcelo Gasparino.
The Board Member Oscar Montero Martinez stated that, in view of the lack of resolution
about the previous item in the Preparatory Meeting of the Controlling Group, this matter was
not deliberated by the Controlling Group and proposed, therefore, the adjournment of the
meeting to allow such deliberation.
At this moment the meeting was adjourned for holding an preparatory meeting of the
Controlling Group.
Resumed the meeting, the Board was informed that no resolution was approved in relation to
this item between the members of the Controlling Group.
Notwithstanding, the Board Member Oscar Montero Martinez proposed that the Companys
Extraordinary Shareholders Meeting was called in order to allow the deliberation, by the
shareholders, of the revised proposal of NSSMC Group (approved in the previous item) and
also the proposal of TT Group.
In view of the proposal approved in the previous item, the Board Members Fumihiko Wada,
Yoichi Furuta, Paulo Penido Pinto Marques, Rita Rebelo Horta de Assis Fonseca and Jos
Oscar Costa de Andrade voted for the Board of Officers to: (i) continue the negations with
the financial creditors on the standstill agreement and the debt restructuring; (ii) inform the
progress of such negotiations; and (iii) prepare all the necessary information to the call of
the Extraordinary Shareholders Meeting exclusively in relation to the proposal of capital
increase approved in item "iv" above, and that the Board of Directors deliberate about such
call on a extraordinary meeting to be held on March 18th, 2016, expecting that the standstill
agreement will have been executed until such date.
The Board Members Oscar Montero Martinez, Roberto Caiuby Vidigal and Elias de Matos Brito
voted for the minute of the Call Notice of the Extraordinary Shareholders Meeting to also
include the proposal of capital increase made by TT Group, defeated in the item iv above.
It is registered herein that TT Group presented a request of call of Extraordinary
Shareholders Meeting, which will be attached to these minutes and filed in the Board of
Directors minutes book. The TT Group presented a revised version of the request of call of
Extraordinary Shareholders Meeting, that replaces the previous one and that will also be
attached to these minutes and filed in the Board of Directors minutes book, which was
received by the Chairman of the Board of Directors at the end of the meeting.
In view of the votes above, it was approved, by the majority of the members of the Board of
Directors, that the Board of Officers (i) continue the negations with the financial creditors on
the standstill agreement and the debt restructuring; (ii) inform the progress of negotiations;
and (iii) prepare all the necessary information to the call of the Extraordinary Shareholders
Meeting exclusively in relation to the proposal of capital increase approved in item "iv"
above, and that the Board of Directors deliberate about such call on a extraordinary meeting
to be held on March 18th, 2016, expecting that the standstill agreement will have been
executed by that date.
The Chairman of The Board of Directors called a meeting of the Board of Directors for March
18th, 2016, at 10AM (Braslia/DF Official Time), to be held at the Companys office in So
Paulo/SP, to deliberate: (i) on the call of the Extraordinary Shareholders Meeting based on

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

the documents which will be prepared by the Board of Officers; and (ii) on the request
presented by TT Group to call an Extraordinary Shareholders Meeting.
II - Definition of the Annual Budget for the Administrators Compensation for a
period between the 2016 Annual Shareholders Meeting (ASM) and the 2017 ASM The Board unanimously approved the proposal to set the amount of R$19,301,310.00 as the
Annual Budget for the Administrators Compensation for the period between the 2016
Annual Shareholders Meeting (ASM) and the 2017 ASM, and its submission to the Annual
Shareholders Meeting, pursuant to the recommendation of the Human Resources
Committee and the material available at the Board Portal. The allocation of the budget after
its approval by the Annual Shareholders Meeting will be timely deliberated by the Board of
Directors.
III Indication of a Member of the Board of Officers The Board unanimously
approved the inclusion of this item in the Agenda.
The Board unanimously approved, with the abstention of the Board Members Marcelo
Gasparino da Silva and Mauro Rodrigues da Cunha, the indication of Mr. TAKAHIRO MORI,
Japanese, married, administrator, Passport No TR4773853, with address at 3-8-2,
Matsunoki, Suginami-ku, Tokyo, 166-0014, Japan, as the Companys Executive Officer,
replacing the Officer NOBUHIKO TAKAMATSU, being his election and effective investiture
conditioned to the fulfillment of the legal requirements, amongst them the regularization of
his situation in the country and the previous resignation or destitution of the Officer
NOBUHIKO TAKAMATSU. Until the effective appointment of Mr. TAKAHIRO MORI, by the
Board of Directors, the Officer NOBUHIKO TAKAMATSU will remain in regular exercise of
his functions. The attributions of Mr. TAKAHIRO MORI shall be set in a future meeting of
the Board of Directors.
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. So
Paulo, March 11th, 2016.

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

CAPITAL INCREASE (ARTICLE 14 OF CVM INSTRUCTION NO. 481/2009)

1 Value of the Increase and of The New Capital Stock - The Capital Increase shall be
of up to R$64,882,317.00 (sixty-four million, eight hundred and eighty-two thousand, three
hundred and seventeen Brazilian reais). Thus, if the full value of the Capital Increase is
subscribed and paid for, the capital stock will be increased from R$12.150.000.000,00
(twelve billions and one hundred and fifty millions Brazilian reais) to R$12.214.882.317,00
(twelve billions, two hundred and fourteen million, eight hundred and eighty-two thousand,
three hundred and seventeen Brazilian reais).
2 Means of Execution of the Capital Increase - The Capital Increase shall be executed
through private subscription of the 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 Companys strategic
plan for 2016, as disclosed in Explanatory Note 1 to the Financial Statements relating to the
financial year ended December 31, 2015, with the purpose to strengthen the Companys
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 Companys major financial
creditors and for making available to the Company the cash resources retained in cash by
Minerao Usiminas SA.
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
designated to the Companys cash account, in order to reinforce its working capital.
B) Amount and Type of Issued Shares As a result of the Capital Increase, there 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
Companys 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 manifesting their interest on the acquisition of
the 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.

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

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
Companys capital stock.
H) Managers 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 in the Capital Increase. The Companys
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, 1 of Law No. 6.404/1976 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 Companys class A preferred shares, in trading sessions
of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA) held
between the days 11.30.2015 and 03.01.2016. 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 prices of the Companys class A preferred shares, in trading sessions of
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA) held
between the days 11.30.2015 and 03.01.2016, 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
Companys class A preferred shares, in trading sessions of BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros (BM&FBOVESPA) held between the days 11.30.2015 and
03.01.2016
L) Information
BM&FBOVESPA

on

the

Closing

Quotations

of

the

Companys

Shares

in

(i)
Minimum, average and maximum quotation of each year, in the last three
(3) years (in R$)

Quotati
on
USIM 5

Minimu
m
6,55

2013
Averag
e
10,38

Maximu
m
14,50

Minimu
m
4,32

2014
Avera
ge
8,39

2015
Maximu
m
14,08

Minimu
m
1,45

Averag
e
3,95

(ii)
Minimum, average and maximum quotation of each quarter, in the last two
(2) years
(in R$)

Quotation

2014
1st
Quarter
2nd
Quarter

Minimum

Average

Maximum

USIM5

8,52

11,34

14,08

USIM5

7,58

8,65

10,24

Maximu
m
6,97

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

3rd
Quarter
4th
Quarter

USIM5

6,37

8,12

9,00

USIM5

4,32

5,54

6,85

Quotation

2015
1st
Quarter
2nd
Quarter
3rd
Quarter
4th
Quarter

Minimum

Maximum

USIM5

3,35

4,29

5,19

USIM5

4,12

5,22

6,97

USIM5

2,68

3,76

4,65

USIM5

1,45

2,54

3,73

Quotation

2016
1st
Quarter

Average

Minimum
USIM5

Average
0,85

Maximum

1,01

1,46

(iii)
Minimum, average and maximum quotation of each month, in the last six (6)
months (in R$)
Quotation

Month

(iv)

Minimum

Average

Maximum

February/16

USIM5

0,85

0,93

1,02

January/16

USIM5

0,85

1,07

1,46

December/15

USIM5

1,45

1,73

2,07

November/15

USIM5

2,20

2,66

2,93

October/15

USIM5

2,78

3,19

3,73

September/15

USIM5

3,10

3,80

4,65

Average quotation in the last 90 days (in R$)

Period
USIM5
11/23/2015 Minimum Average Maximum
to
0,85
1,41
2,62
02/22/16
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 Issuances Potential Dilution The potential dilutions 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 as notice to shareholders to be disclosed by the Company.
P) Terms and Conditions for the Exercise of the Preemptive Right by the Companys
Shareholders The Companys shareholders, regardless of type or class held, may exercise

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

their preemptive right to acquire new shares, in the 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 Companys 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 Companys new shares will be negotiated without
subscription rights. As stated in article 171, paragraph 1st, item b of Law 6.404/1976, each
shares issued by the Company currently existing shall give right to the subscription of
0,051266 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.
The Shareholders which have shares kept by the Banco Bradesco S.A., the financial
institution depositary of the book-entry shares of the Company (Banco Bradesco), and that
keep an up-to-date 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 subscription
act of the respective subscription bulletin the interest on acquiring eventual 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 submit 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 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 on 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 non-subscribed shares, it will be
admitted the partial homologation of the capital increase in case that shares that reach the
amount of R$ 32,441,158.50 (thirty-two million, four hundred and forty one thousand, one
hundred and fifty-eight 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 its 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$ 32,441,158.50 (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 in receiving
the totality of the shares subscribed by him.

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

S) Procedure to be applied in the case of Execution of a Capital Increase in Assets

Not applicable.