minutes of the extraordinary meeting of the board of directors

1
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 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, held through teleconference, on March 17 th , 2015, at 9AM. Board Members Participants Paulo Penido Pinto Marques, Chairman; Fumihiko Wada, Eiji Hashimoto, Daniel Agustín Novegil, Oscar Montero Martinez, 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. 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 approved by the majority of the Board Members with a contrary vote from the Board Member Marcelo Gasparino da Silva. It is registered herein that the Board Members Daniel Agustín Novegil, Oscar Montero Martinez, Alcides José Morgante, Fumihiko Wada, Eiji Hashimoto and Marcelo Gasparino da Silva will present written statements of vote regarding the items of the Agenda, which will be attached to the respective minutes and filed in the Board of Directors Minutes Book. Agenda: I To deliberate on the request to call of an Extraordinary ShareholdersMeeting made by Geração L. Par Fundo de Investimentos em Ações and other shareholders The Board unanimously approved the call of an Extraordinary Shareholders´ Meeting to be held, on first call at 4PM, on April 6th, to deliberate on the following items: (i) Appointment of the members of the Board of Directors for a term until the Annual Shareholders´ Meeting to be held in 2016 and their respective alternates; and, (ii) Appointment of the Chairman of the Board of Directors, in accordance with the bylaws of the Company. II Deliberation and selection of the Company’s Independent Auditor The Board unanimously approved the extension of the contract with EY until the end of July 2015 in order to allow the conclusion of the audit works related to the 1Q15 and 2Q15 results. In the meanwhile, the Board of Officers should conduct the process to hire the Audit firm, that will be timely submitted to the Board of Directors to complete the 2015 fiscal year. III - 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, March 17 th , 2015. (aa) Paulo Penido Pinto Marques, Presidente; (aa) Fumihiko Wada; (aa) Eiji Hashimoto; (aa) Daniel Agustín Novegil; (aa) Oscar Montero Martinez; (aa) Alcides José Morgante; (aa) Rita Rebelo Horta de Assis Fonseca e (aa) José Oscar Costa de Andrade. (aa) Bruno Lage de Araújo Paulino, Secretary.

Upload: usiminasri

Post on 17-Jul-2016

220 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Minutes of the Extraordinary Meeting of the Board of Directors

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

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, held through teleconference, on March 17th, 2015, at 9AM.

Board Members Participants – Paulo Penido Pinto Marques, Chairman; Fumihiko Wada, Eiji Hashimoto, Daniel Agustín Novegil, Oscar Montero Martinez, 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. The preparation of the minutes in summary form, pursuant to article 130, 1st paragraph of

the Brazilian Corporate Law with article 14, 8th paragraph of the Bylaws, was approved by

the majority of the Board Members with a contrary vote from the Board Member Marcelo Gasparino da Silva. It is registered herein that the Board Members Daniel Agustín Novegil, Oscar Montero Martinez, Alcides José Morgante, Fumihiko Wada, Eiji Hashimoto and Marcelo Gasparino da

Silva will present written statements of vote regarding the items of the Agenda, which will be attached to the respective minutes and filed in the Board of Directors Minutes Book. Agenda: I – To deliberate on the request to call of an Extraordinary Shareholders’ Meeting made by Geração L. Par Fundo de Investimentos em Ações and other shareholders

The Board unanimously approved the call of an Extraordinary Shareholders´ Meeting to be held, on first call at 4PM, on April 6th, to deliberate on the following items: (i) Appointment of the members of the Board of Directors for a term until the Annual Shareholders´ Meeting to be held in 2016 and their respective alternates; and, (ii) Appointment of the Chairman of

the Board of Directors, in accordance with the bylaws of the Company.

II – Deliberation and selection of the Company’s Independent Auditor The Board unanimously approved the extension of the contract with EY until the end of July 2015 in order to allow the conclusion of the audit works related to the 1Q15 and 2Q15 results. In the meanwhile, the Board of Officers should conduct the process to hire the Audit firm, that will be timely submitted to the Board of Directors to complete the 2015 fiscal year.

III - 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, March 17th, 2015. (aa) Paulo Penido Pinto Marques, Presidente; (aa) Fumihiko Wada; (aa) Eiji Hashimoto; (aa) Daniel Agustín Novegil; (aa) Oscar Montero Martinez; (aa) Alcides José Morgante; (aa) Rita Rebelo Horta de Assis Fonseca e (aa) José Oscar Costa de Andrade. (aa) Bruno Lage de Araújo Paulino, Secretary.