minutes of the extraordinary meeting of the board of directors
TRANSCRIPT
Usiminas Sede
Rua Prof. José Vieira de Mendonça, 3.011
Engenho Nogueira 31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Livro 04
USINAS SIDERÚRGICAS 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 Siderúrgicas de Minas Gerais S/A - USIMINAS. On 17th, 2015, the Board of Directors considers adopted the decision transcribed on these minutes and decided through electronic messages, sent by all the Board Members which will be attached to the respective minutes and filed in the Board of Directors minutes book. Board Members Participants – Paulo Penido Pinto Marques, Chairman; Fumihiko Wada, Eiji Hashimoto, Roberto Caiuby Vidigal, Daniel Agustín Novegil, Alcides José Morgante, Rita Rebelo
Horta de Assis Fonseca, José Oscar Costa de Andrade and Marcelo Gasparino da Silva. Secretary-General – Bruno Lage de Araújo Paulino. It is registered herein that the Board Members Roberto Caiuby Vidigal, Daniel Agustín Novegil, Alcides José Morgante, Fumihiko Wada, Eiji Hashimoto, Rita Rebelo Horta de Assis Fonseca and Marcelo Gasparino da Silva presented statements of vote which will be attached to the respective minutes and filed in the Board of Directors minutes book. It is also registered herein that the points proposed by the Board Member Marcelo Gasparino da Silva in his statement of vote did not receive support by any other Member of the Board.
Agenda: I – To deliberate on (i) the Financial Statements of the fiscal year ended December 31, 2014; (ii) the Management Report about the company´s business and the main administrative facts of the year ended; (iii) the allocation of the Company’s net income of the 2014 fiscal year; (iv) the Company’s Capital Budget for 2015; (v) the Management Proposal for the payment of the payment of Dividends; and, (vi) the Definition of the payment date The Board approved, by the majority of its Members and with a contrary vote from the Board Member Marcelo Gasparino da Silva, (i) the Financial Statements of the fiscal year ended December 31, 2014; (ii) the Management Report about the company´s business and the main
administrative facts of the year ended (with certain reserves and qualifications stated in the statements of vote presented by the Board Members Fumihiko Wada and Eiji Hashimoto and followed by the Board Member Paulo Penido Pinto Marques), to be submitted to the Annual Shareholders´ Meeting, and authorized their issuance. The Board, in accordance with the applicable corporate legislation in force and to the Company’s Bylaws, approved, by the majority of its Members and with a contrary vote from the Board Member Marcelo Gasparino da Silva, the Board of Officers´ proposal, to be submitted to the Annual Shareholders´ Meeting, for the distribution of the results of the fiscal year ended December 31st, 2014, in the amount of R$129,552,446.45, as follows: (a) R$6,477,622.32 to form the Legal Reserve (5%);
(b) R$30,768,611.03 to be allocated to the shareholders, by resolution taken at the meeting held today, under the form of dividends, (R$0.029698 per common share and R$0.032668 per preferred share);
(c) R$92,306,213.10 to be allocated to the Reserve for Investments and Working Capital, in view of the investments of approximately R$ 900,000,000.00 forecasted for 2015, as detailed in the Capital Budget:
(i) R$61,537,602.07, pursuant to the Company’s Bylaws (art. 24, third paragraph); and, (ii) R$30,768,611.03, pursuant to art. 196 of the Law 6.404/1976:
Capital Budget – Breakdown 2015
Coke Plant 2 – Ipatinga
R$ thousand 138,000
Slag Yard – Cubatão 88,000
Usiminas Sede
Rua Prof. José Vieira de Mendonça, 3.011
Engenho Nogueira 31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Livro 04
Dredging of the channel of Piaçaguera 34,000 Investments to maintain the Production Capacity 325,000
Other industrial projects 237,000 IT/R&D/HR/others Projects 78,000 CAPITAL BUDGET R$ thousand
Sources
Loans and Financing 270,000
Own Resources 630,000
Investments
Fixed Investments 900,000
The Board also approved, by the majority of its Members and with a contrary vote from the Board Member Marcelo Gasparino da Silva, to propose to the Annual Shareholders´ Meeting that payment of the above mentioned dividends be made on June 26th, 2015. If the propose for the allocation of the net income is approved at the Annual Shareholders’ Meeting, the Shareholders that hold shares at the time of the Annual Shareholders’ Meeting will have the right to receive the above mentioned dividends. After the date of such Meeting the shares will be traded “ex-dividends”. II - Adjournment - With no further business, the meeting was closed and the minutes were
drawn up in Book 04 with the signature of the Board Members and the Secretary. Belo Horizonte, February 17th, 2015. (aa) Paulo Penido Pinto Marques, Chairman; (aa) Fumihiko Wada; (aa) Eiji Hashimoto; (aa) Daniel Agustín Novegil; (aa) Roberto Caiuby Vidigal; (aa) Alcides José Morgante; (aa) Rita Rebelo Horta de Assis Fonseca; (aa) José Oscar Costa de Andrade; (aa) Marcelo Gasparino da Silva. (aa) Bruno Lage de Araújo Paulino – Secretary.