USINAS SIDERÚRGICAS DE MINAS GERAIS S.A.

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
Publicly Traded Company
CNPJ/MF 60.894.730/0001-05
NIRE 313.000.1360-0
Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS (“Usiminas” or “Company”), in view of
the Extraordinary Shareholders´ Meeting called for April 6th, 2015, in accordance with the Call
Notice released on March 18th, 2015 and pursuant to the provisions of the article 10 of the
CVM Instruction and the items 12.6 to 12.10 of the Reference Form, presents the information
related to the candidates to the position of members of the Board of Directors that will be
indicated by the Controller and minority shareholders, received by the Company until March
24th, 2015, which are included in the First Attachment below.
The Company clarifies that the call of the referred Shareholders´ Meeting was unanimously
approved by its Board of Directors, attending a request formulated by the shareholders
Geração L Par. Fundo de Investimentos em Ações, Banco Econômico S.A., Tempo Capital
Principal Fundo de Investimentos de Ações, Vic Distribuidora de Títulos e Valores Mobiliários
S.A., Victor Adler, José Luiz Barbosa, Thomaz de Aquino Arantes, Sankyo S.A., Hagop
Guerekmezian, Hagop Guerekmezian Filho, Karoline Guerekmezian Velloso, Regina Nieto Motta
Guerekmezian, Kathleen Nieto Guerekmezian, Sebastião Alves de Messias and Floriano Ribeiro
Filho.
Such Appointment is necessary, pursuant to the provisions of the 3rd paragraph of article 141
of the Brazilian Corporate Law (6.404/76), in view of the resignation of the effective board
member Wanderley Rezende de Souza and his alternate Hudson de Azevedo, occurred on
October 28th and 29th, 2014, respectively, whom were appointed by the cumulative voting
system in the Annual Shareholders’ Meeting held on 2014. Therefore, a new appointment will
be made only for the members of the Board of Directors which were appointed by the
cumulative voting system in the 2014 Annual Shareholders’ Meeting., The members of the
Board of Directors who were appointed (i) as employees’ representative as provide in the
article 12, first paragraph of the Bylaws of the Company; and (ii) by the minority shareholders
owner of common and preferred shares by the separated voting system, as set forth in the
article 141, fourth and fifth paragraphs of the Brazilian Corporate Law (6.404/76), shall remain
in their position, for a term until the Annual Shareholders´ Meeting to be held in 2016.
Considering that, on March 16th, 2015, the Company was informed of the resignation
presented by Mr. Aloísio Macário de Souza as alternate of Mr. Marcelo Gasparino da Silva in
the Board of Directors, for which he was appointed in the Annual Shareholders’ Meeting held in
2014, through the separated voting system, as provided in the article 141, fourth and fifth
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
paragraphs of the Brazilian Corporate Law (6.404/76), we also inform that the minority
shareholders that fulfill the quorum defined in the referred legal provision (10% of the equity)
will be able to appoint, in the Extraordinary Shareholders´ Meeting to be held in
April 6th,
2015, the new alternate of Mr. Marcelo Gasparino da Silva.
In conclusion, the Company informs that, in connection with the item 2 of the Agenda of the
Extraordinary Shareholders´ Meeting, the shareholder Tempo Capital Principal Fundo de
Investimento de Ações indicated the Board Member Marcelo Gasparino da Silva as candidate
for the position of Chairman of the Board of Directors. The Company has not received any
other indication of candidate for the position of Chairman 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
FIRST
ATTACHMENT–
INFORMATION
RELATED
TO
THE
CANDIDATES
TO
THE
POSITION OF MEMBERS OF THE BOARD OF DIRECTORS CONTAINED IN THE ITEMS
12.6 TO 12.10 OF THE REFERENCE FORM
12.6. In relation to each managers and members of the Fiscal Council of the issuing
company indicate the following in a table format:
1)
Candidates to members of the Board of Directors indicated by the Controller
shareholders
- Effective Members:
a. name
Eiji Hashimoto
b. age
59 years of age
c. occupation
d. CPF or passport number
Businessman
MT0515990
e. elected position
Effective Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
Yes
a. name
Fumihiko Wada
b. age
67 years of age
c. occupation
d. CPF or passport number
Businessman
TK4179689
e. elected position
Effective Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
Yes
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
a. name
b. age
c. occupation
d. CPF or passport number
Paulo Penido Pinto Marques
57 years of age
Engineer
269.139.176-00
e. elected position
Effective Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
company
j. Elected by a controlling shareholder?
a. name
b. age
c. occupation
d. CPF or passport number
Until the 2016 annual Shareholders’ Meeting
Chairman of the Board of Directors and Effective Member
of the Audit and Human Resources Committee
Yes
Rita Rebelo Horta de Assis Fonseca
45 years of age
Economist
790.197.496-68
e. elected position
Effective Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Effective Member of the Human Resources Committee
company
j. Elected by a controlling shareholder?
a. name
b. age
c. occupation
d. CPF or passport number
Yes
Alcides José Morgante
73 years of age
Business Administrator
120.074.988-04
e. elected position
Effective Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
company
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
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
j. Elected by a controlling shareholder?
a. name
b. age
c. occupation
d. CPF or passport number
Yes
Daniel Agustín Novegil
62 years of age
Industrial Engineer
10330160N
e. elected position
Effective Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
a. name
b. age
c. occupation
d. CPF or passport number
Yes
Roberto Caiuby Vidigal
70 years of age
Business Administrator
007.763.518-34
e. elected position
Effective Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
Yes
- Alternates Members:
a. name
Takaaki Hirose
b. age
53 years of age
c. occupation
d. CPF or passport number
Economist
TH7303709
e. elected position
Alternate Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
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
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Audit Committee Coordinator
company
j. Elected by a controlling shareholder?
Yes
a. name
Hirohiko Maeke
b. age
57 years of age
c. occupation
d. CPF or passport number
Lawyer
TK0437339
e. elected position
Alternate Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
h. term of office
Until the 2016 annual Shareholders’ Meeting
Shareholders’ Meeting)
i. Other positions or jobs held at the appointing
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
a. name
b. age
c. occupation
d. CPF or passport number
Yes
Yoichi Furuta
56 years of age
Businessman
TR2265943
e. elected position
Alternate Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
a. name
b. age
c. occupation
d. CPF or passport number
Yes
Gileno Antonio de Oliveira
57 years of age
Engineer
441.159.206-10
e. elected position
Alternate Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
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
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
General Manager of Industrial Engineering
company
j. Elected by a controlling shareholder?
a. name
b. age
c. occupation
d. CPF or passport number
Yes
Honorio Pedro García Diez
63 years of age
Business Administrator
10106673N
e. elected position
Alternate Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
a. name
b. age
c. occupation
d. CPF or passport number
Yes
Mario Giuseppe Antonio Galli
63 years of age
Major in Philosophy
YA0314245
e. elected position
Alternate Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
a. name
b. age
c. occupation
d. CPF or passport number
e. elected position
Yes
Oscar Montero Martinez
54 years of age
Industrial Engineer
14.126.591 (Argentine)
Alternate Member 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
f. date of election
April 6, 2015 (upon approval by the Extraordinary
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
2)
Yes
Candidates to members of the Board of Directors indicated by the minority
shareholders
2.1) Indication of the shareholder Tempo Capital Principal Fundo de Investimento de
Ações of Candidate to member of the Board of Directors by the common shares in
view of the resignation of a member appointed by the cumulative voting system on
28/10/2014, as set forth in the article 141 third paragraph of the Brazilian Corporate
Law.
a. name
Mauro Gentile Rodrigues da Cunha
b. age
-
c. occupation
d. CPF or passport number
Consultant
004.275.077-66
e. elected position
Effective Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
No
2.2) Indication of the shareholder Tempo Capital Principal Fundo de Investimento de
Ações of Candidate to the alternate for the board member Marcelo Gasparino da Silva
by the common and preferred shares in view of the resignation informed on
16/03/15, by the separated voting system, as provided in the article 141, fourth and
fifth paragraphs of the Brazilian Corporate Law (6.404/76)
a. name
b. age
Felipe Luckmann Fabro
-
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
c. occupation
Lawyer
d. CPF or passport number
029.716.869-06
e. elected position
Alternate Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
h. term of office
Until the 2016 annual Shareholders’ Meeting
i. Other positions or jobs held at the appointing
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
No
2.3) Indication of the shareholders Geração Futuro L. Par Fundo de Investimento em
Ações, José Luiz Barbosa, Thomaz de Aquino Arantes, Hagop Guerekmezian, Hagop
Guerekmezian
Filho,
Karoline
Guerekmezian
Velloso,
Regina
Nieto
Motta
Guerekmezian, Kathleen Nieto Guerekmezian, Sebastião Alves de Messias and
Floriano Ribeiro Filho
- Effective Members:
a. name
Lirio Albino Parisotto
b. age
-
c. occupation
-
d. CPF or passport number
-
e. elected position
Effective Member of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
No
- Alternates Members:
a. name
b. age
c. occupation
d. CPF or passport number
e. elected position
Wanderley Rezende de Souza
Bank Clerk and Public Bank Employee
634.466.267-00
Alternate Member 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
f. date of election
April 6, 2015 (upon approval by the Extraordinary
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
Shareholders’ Meeting)
h. term of office
i. Other positions or jobs held at the appointing
Until the 2016 annual Shareholders’ Meeting
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
3)
No
Candidates to chairman of the Board of Directors indicated by the Minority
shareholders
3.1) Indication of the shareholder Tempo Capital Principal Fundo de Investimento de
Ações for the position of Chairman of the Board of Directors
a. name
b. age
c. occupation
d. CPF or passport number
Marcelo Gasparino da Silva
44 years of age
Lawyer
807.383.469-34
e. elected position
Chairmain of the Board of Directors
f. date of election
April 6, 2015 (upon approval by the Extraordinary
Shareholders’ Meeting)
g. date of entry
April 6, 2015 (upon approval by the Extraordinary
h. term of office
Until the 2016 annual Shareholders’ Meeting
Shareholders’ Meeting)
i. Other positions or jobs held at the appointing
Holds no other position or job at the Company
company
j. Elected by a controlling shareholder?
No
12.7. Provide the information mentioned in item 12.6 about the members of the
statutory committees, as well as of the audit, risk, financial and remuneration
committees, even if such committees or structures are not statutory.
Not apply.
12.8. In relation to each managers, members of the Fiscal Council, and members of
the statutory audit committee:
a) Resumes
1) Board of Directors - Indicated by the Controller shareholders
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
- Effective Members:
Eiji Hashimoto. Bachelor’s Degree from the Faculty of Commerce of the Hitotsubashi University
in Tokyo, Japan. Worked at Nippon Steel & Sumitomo Metal Corporation as Director of Plate
Division and Structural Division. Currently, holds the post of Executive Officer at Nippon Steel
& Sumitomo Metal Corporation in Japan.
Fumihiko Wada. Bachelor’s Degree in Business Administration from the University of Keio in
Japan. Corporate Consultant of Nippon Steel &Sumitomo Metal Corporation and CEO of Nippon
Usiminas Co. Ltda.
Paulo Penido Pinto Marques. Bachelor’s Degree in Electrical Engineering from Minas Gerais
Federal University – UFMG. Worked as Finances and Investors Relations Officer at Embraer,
Finances, Investors Relations and Administration Officer at Companhia Siderúrgica Nacional –
CSN, Chairman of the Board of Directors of Transnordestina Logística; Chairman of the Board
of Directors of Ita Energética and member of the Board of Directors of MRS Logística.
Rita Rebelo Horta de Assis Fonseca.- Has an Executive MBA in Finance from the IBMEC
Business School, Specialization in Financial Management from the Fundação Dom Cabral and
Bachelor’s Degree in Economic Sciences from PUC/MG and is director certified by the Brazilian
Institute of Corporate Governance. Worked as Chief of the Corporate Planning, M&A and
Investment Planning’ sector at Usinas Siderúrgicas de Minas Gerais S.A – USIMINAS. Was
Finance Officer and CEO of FEMCO - Fundação Cosipa de Seguridade Social and Finance Officer
of Caixa dos Empregados da Usiminas, and member of the Audit Committee of Usiminas.
Currently is CEO of Previdência Usiminas and member of the Human Resources Committee of
Usiminas and representative of Previdência at Abrapp – Associação Brasileira das Entidades
Fechadas de Previdência Complementar.
Alcides José Morgante. Has a Bachelor’s Degree in Business Administration. Worked as Area
Manager and Systems Deputy Director at Confab Industrial S.A; Manager of Cobrasma S.A;
CFO of Engrecon S.A; Development Director of the Osasco Labor Office; and he taught at the
Osasco School of Economics and Business Administration (FEAO) and at the Osasco Steel
Industry Labor Union. Currently, he is a member of the Company’s Board of Directors
Daniel Agustín Novegil. Has a Bachelor’s Degree in Industrial Engineering from the University
of Buenos Aires and a Master’s Degree in Administrative Science from the Stanford University.
In 1978, he worked at Propulsora Siderúrgica S.A. (a company of the Techint Group) and was
appointed Director-General of the Company in 1991. In 1993, after a merger between
Propulsora and Somisa, he was appointed Executive Director of Siderar. In 1998, after
acquisition of Sidor in Venezuela, he was appointed Chairman of the Board of Directors and
CEO of Sidor. In March 2003, he was appointed Flat and Long Steel Vice CEO of Techint and
had corporate liabilities with Sidor and Siderar. He has been a member of the Board of
Directors and CEO of Ternium S.A. since 2005. He has been Chairman of the Board of
Directors of Siderar since May 2005 and is also Chairman of the Board of Directors of Ternium
México, S.A. de C.V., a company resulting from a merger between Hylsamex S.A. de C.V. and
Grupo IMSA S.A. de C.V., and equity interest thereof was fully acquired by Ternium in 2005
and 2007, respectively. He is a member of the Board of Directors of Ternium Brasil S.A. He is a
member of the Executive Committee of the Latin American Iron and Steel Institute (ALACERO)
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
and Chairman of the worldsteel Economics Committee. Currently, he is a member of the
Company’s Board of Directors.
Roberto Caiuby Vidigal. Has a Bachelor’s Degree in Business Administration from the São Luis
School of Economics – SP. He attended the Advanced Management Program of the Institut
Européen D’Administration (Insead), Fontanebleau, France. He was CEO of the Confab Group,
CEO of Techint Engenharia e Construção, Chairman of ‘Capítulo Brasileiro’ (Brazilian Chapter)
of the Latin American Corporate Board (CEAL), CEO of the Asociación Latinoamericana de
Industrias y Bienes de Capital (ALABIC), CEO of the Brazilian Association for the
Developmentof Basic Industries (ABDIB), Chairman of the Board of Governors of the Energy
and Nuclear Research Institute (IPEN), Vice CEO of Centro das Indústrias do Estado de São
Paulo (CIESP), member of the Advisory Board of Banco Finasa de Investimentos S.A., member
of the Board of Directors of Refripar S.A., CEO of CGU Companhia de Seguros, member of the
Board of Directors of Algar S.A. and CEO of Instituto Liberal de São Paulo. Currently, he is
Chairman of the Board of Directors of Confab Industrial S.A., Chairman of the Board of
Directors of Techint Engenharia e Construção S.A., member of the Board of Directors of San
Faustin S.A., member of the Board of Directors of Air Liquide do Brasil, Chairman of the
Advisory Board of S.A. O Estado de São Paulo, Chairman of the Advisory Board of OESP
Gráfica S.A., member of the Executive Board of SIAT S.A. (Argentina), Chairman of the
Advisory Board of Scania Latin America Ltda., member of the Strategy Board of Federação das
Indústrias do Estado de São Paulo (FIESP), Chairman of the Board of Directors and CEO of
Ternium Brasil S.A., CEO of Siderúrgica do Norte Fluminense S.A. (SNF) and a member of the
Company’s Board of Directors.
- Alternates Members:
Takaaki Hirose. Has a Bachelor’s Degree in Economics from the Waseda University. Worked as
General Manager of Yamata Plant Administration, at Nippon Steel Corporation, and also at
Nippon Steel & Sumitomo Metal Corporation, since October 2012; as General Manager of
Overseas Business Development at Nippon Steel & Sumitomo Metal Corporation. Currently is
President of Nippon Steel & Sumitomo Metal Empreendimentos Siderurgicos Ltda.
Hirohiko Maeke. Has a Bachelor’s Degree in Law from the University of Tokyo and Master’s
Degree from the School of Law.of the University of Washington Worked as General Manager of
the Legal Department of Sumitomo Metal Industries Ltda and General Manager of the Legal
Department of Nippon Steel & Sumitomo Metal Corporation. Currently, he is General Manager
of Overseas Business Development Division at Nippon Steel & Sumitomo Metal Corporation.
Yoichi Furuta. Has a Bachelor’s Degree in Law from the University of Tokyo, Master of Business
Administration, Harvard Business School. Worked as General Manager of Foreign Business
Development Division of the Nippon Steel & Sumitomo Metal Corporation. Currently is
Executive Director at Nippon Steel & Sumitomo Metal Corporation.
Gileno Antônio de Oliveira. Has a Bachelor’s Degree in Metallurgical Engineering from the
Minas Gerais Federal University (UFMG); Specialization in Material Sciences and Engineering
from the São Carlos Federal University (UFSCar); Graduate Degree in Strategic Corporate
Management from the Minas Gerais Federal University (UFMG); Executive MBA in Project
Management from the Getúlio Vargas Foundation (FGV). Worked as Teacher of Differential and
Integral Calculus, Mechanical Construction Materials, Metrology and Quality Engineering
included in the Engineering Program of PUC-MG and Unileste-MG; was Director of the Brazilian
Steelmaking and Material Association (ABM), member of the Rolling Commission (COLAM) and
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
also Director of União Brasileira para a Qualidade (UBQ). At Usiminas, worked as Metallurgical
Engineering for Cold Rolling, Manager of the Technical Cold Rolling Division and Steelmaking,
Cold Rolling Supervisor and General Manager of Process Engineering. Currently, he is
Chairman of the Decision-making Board of Previdência Usiminas and General Manager of
Industrial Engineering at Usiminas.
Honorio Pedro García Diez. Has a Bachelor’s Degree in Business Administration from the
Pontifical Catholic University of Argentina. Worked as CFO of Techint Compañía Técnica
Internacional S.A.C.I.; Vice CFO of Techint Internacional Construction Corp. (TENCO). Worked
at the Sade – Saldemi Group (a company of the GE Group) acting as Vice CFO of Sade Brazil;
CFO of Sade Venezuela and CFO of Sade in operations in Colombia. Currently, he is a alternate
member of the Company’s Board of Directors.
Mario Giuseppe Antonio Galli. Has a Bachelor’s Degree in Philosophy from the University of
Milan, is a licensed journalist and has over 23 years’ experience in Communications and New
Media. Worked as Corporate Communications Officer of the Techint Group and managed rebranding projects of Tenaris and Ternium. Is responsible for the following areas: marketing
communications and employees, media relations and crisis communication management. Was
Chairman of the Communications Committee of the World Steel Association (2009-2011).
Currently, is Corporate Communications Officer of Tenaris, Executive Director of Tenaris
Confab Hastes de Bombeio, a member of the Board of Directors of Ternium Brasil S.A. and a
alternate member of the Company’s Board of Directors.
Oscar Montero Martinez. Has a Bachelor’s Degree in Industrial Engineering. Currently, is
member of the Board of Directors of the following companies: Ternium México S.A. de C.V.,
Tenigal S. de R.L. de C.V., Ternium USA Inc., Acerus S.A. de C.V., APM, S.A. de C.V., Ternium
Gas México S.A. de C.V., Ferropak Servicios S.A. de C.V., Ferropak Servicios S.A. de C.V.,
IMSA Monclova S.A. de C.V., Las Encinas S.A. de C.V., Acedor S.A. de C.V., Ferropak
Comercial S.A. de C.V., Treasury Services S.A. de C.V. and Consorcio Minero Benito Juarez
Peña Colorada, S.A. de C.V. (alternate). He is also Director-General of Planning and Operations
of Ternium. Currently, he is an alternate member of the Company’s Board of Directors.
2)
Board of Directors – Indicated by the minority shareholders
2.1) Indication of the shareholder Tempo Capital Principal Fundo de Investimento de
Ações of Candidate to member of the Board of Directors by the common shares in
view of the resignation of a member appointed by the cumulative voting system on
28/10/2014, as set forth in the article 141 third paragraph of the Brazilian Corporate
Law.
Mauro Gentile Rodrigues da Cunha. CEO of Amec – Associação dos Investidores no Mercado de
Capitais – since April, 2012. Before that was manager of Opus Investimentos Ltda. in Rio de
Janeiro from October, 2010 to March, 2012. In São Paulo, worked as President of the Brazilian
Institute of Corporate Governance (IBGC), from May, 2008 to April, 2010, was director from
May, 2003 to April, 2008, and had been its representative in Brazil and abroad. Was senior
partner and Equity Investment Officer of Mauá Investimentos Ltda. from July, 2007 to April,
2010, Equity Investment Officer of Franklin Templeton Investimentos (Brasil) Ltda. From
March, 2006 to July, 2007 and Investment Officer of Bradesco Templeton Asset Management
from August, 2001 to March, 2006. Also worked at Investidor Profissional, Morgan Stanley
Asset Management, Deutche Morgan Grenfell, Bank of America and Banco Pactual. Currently,
is member of the Board of Director of Petrobras, BR Distribuidora, Trisul and CESP. Is
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
Chartered Financial Analyst – CFA since 1997, Is Chartered Financial Analyst – CFA desde
1997, has MBA from the Graduate School of Business, University of Chicago (1998), and
Bachelor’s Degree in Economics from the Catholic University of Rio de Janeiro - PUC-Rio
(1992). He is also a Professor of Corporate Governance and consultant.
2.2) Indication of the shareholder Tempo Capital Principal Fundo de Investimento de
Ações of Candidate to the alternate for the board member Marcelo Gasparino da Silva
by the common and preferred shares in view of the resignation informed on
16/03/15, by the separated voting system, as provided in the article 141, fourth and
fifth paragraphs of the Brazilian Corporate Law (6.404/76)
Felipe Luckmann Fabro. Bachelor’s Degree in International Relations and Law from the
University of Vale do Itajaí, with a graduate degree in Tax Law from FGV and is a PhD student
in law from the University of Buenos Aires. Is a partner at “Gasparino, Fabro, Lebarbenchon,
Roman, Sachet e Marchiori – Advogados e Associados”, professor at Escola Superior da
Advocacia da OAB/SC and at Faculdade Energia de Administração e Negócios – FEAN. Is a
member of the Industries of the State Federation of Santa Catarina - FIESC.
2.3) Indication of the shareholders Geração Futuro L. Par Fundo de Investimento em
Ações, José Luiz Barbosa, Thomaz de Aquino Arantes, Hagop Guerekmezian, Hagop
Guerekmezian
Filho,
Karoline
Guerekmezian
Velloso,
Regina
Nieto
Motta
Guerekmezian, Kathleen Nieto Guerekmezian, Sebastião Alves de Messias and
Floriano Ribeiro Filho
- Effective Members:
Lirio Albino Parisotto – President of VIDEOLAR and Chairperson of the Board of Directors of
Innova (a Videolar company), the largest Brazilian producer of polystyrene. Ha has been an
investor in the Brazilian capital market for over 20 years, including as a shareholder of
Usiminas since 1997. He is recognized as defending best corporate governance practices in all
the companies in which he invests and is one of the most active Brazilian minority shareholder
investors. He was elected Entrepreneur of the year in 2010 in an election sponsored by Ernst &
Young in the Master category. He is a member of the Board of Directors of Eternit and is Vice
President of the sustainable Amazon Foundation (Fundação Amazônia Sustentável), FAZ. Was
Board member at Usiminas 2012-2014.
- Alternates Members:
Wanderley Rezende de Souza – He worked at Sete Brasil Participações S.A., an investment
company specialized in portfolio management with a focus on the pre-salt related offshore oil
and gas, in the Equity Interest Management Office and as Executive Officer of Sete
International – Austria. He has a degree in economics and management and an executive MBA
in finance and law and finance. He was Team Manager and Executive at PREVI, where he led
merger, acquisition, public offering, disposition and financial restructuring projects of
companies such as Embraer, ALL, Usiminas, Perdigão, CPFL, Grupo Paranapanema, Acesita,
Tupy, Neoenergia, GTD Participações and Vale. He was an alternate member of the Board od
Directors of Embraer, a member of the Board of Directors of GTD Participações, Grupo
Paranapanema and Usiminas, an alternate member of the Board of Directors of Cia. Café
Iguaçu and chairperson of the Fiscal Concil of Tupy S.A. He was Manager of Accounts and
Corporate Business at Banco do Brasil.
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
3)
Chair of the Board of Directors– Indicated by the Minority Shareholders
3.1) Indication of the shareholder Tempo Capital Principal Fundo de Investimento de
Ações for the position of Chairman of the Board of Directors
Marcelo Gasparino da Silva. Lawyer specialist in Corporate Tax Administration from the ESAG,
has a MBA in Controlling, Audit and Finance (in course). President of Gaspart Participações S/A
and Chairman of the Consult Board of the Law Firm Gasparino, Fabro, Lebarbenchon, Roman,
Sachet e Marchiori Advogados, specializes in tax and corporate law, where he worked as a
lawyer until 2006 alternating his professional basis between Brasilia, Rio de Janeiro, Sao Paulo
and Manaus. Started his executive career in 2007, as Legal and Institutional Officer at CELESC.
Participated of the Executive Program on Mergers and Acquisitions from the London Business
School and of specific courses in financial and strategic areas in the IOD - Institute of Directors
in London. Currently is General Coordinator of Capítulo Santa Catarina and is part of the Bank
Board of IBGC, is member of the Board of Directors of USIMINAS e ETERNIT. Was member of
the Board of Directors of Eletrobras, Celesc, Tecnisa and SC Gás. Is member of the Fiscal
Council of BRADESPAR, of RENUKA Brasil, and is an alternate member at ELETROBRAS. Is
Coordinator of the Legal and Compliance Committee of ETERNIT. Was member of the Fiscal
Council of AES ELETROPAULO (currently is alternate) and AES TIETÊ.
b) Description of any of the following events that have taken place over the past 5
years:
i. Criminal conviction
There is no criminal conviction for none of the candidates to member of the Board of Directors.
ii. Conviction in administrative proceeding of the Brazilian Securities and Exchange Commission
(CVM) and penalties applied
There is no conviction in administrative proceeding of CVM for none of the candidates to
member of the Board of Directors.
iii. Any unappealable conviction at the legal or administrative level, which has been suspended
or disqualified them for the practice of any professional or commercial activity
There is no unappealable conviction at the legal or administrative level for none of the
candidates to member of the Board of Directors.
12.9. Report the existence of marital relation, stable union or kinship up the second
degree between:
a) Directors and members of the issuer’s Fiscal Council
Not applicable. There is no marital relation, stable union or kinship up the second degree
between the candidates to member of the Board of Directors and directors and members of the
Company’s Fiscal Council.
b) Directors and members of the issuer’s Fiscal Council and (ii) directors of direct or indirect
subsidiaries of the issuer
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
Not applicable. There is no marital relation, stable union or kinship up the second degree
between the candidates to member of the Board of Directors (ii) the directors of direct or
indirect subsidiaries of the Company
c) Directors and members of the issuer’s Fiscal Council or its direct or indirect subsidiaries and
(ii) direct or indirect controlling of the issuer
Not applicable. There is no marital relation, stable union or kinship up the second degree
between directors and members of the issuer’s Fiscal Council or of its direct and indirect
subsidiaries and (ii) direct or indirect controlling companies of the Company
d) Directors and members of the issuer’s Supervisory Board and (ii) directors of direct and
indirect controlling companies of the issuer
Not applicable. There is no marital relation, stable union or kinship up the second degree
between the candidates to member of the Board of Directors (ii) directors of direct and indirect
controlling companies of the Company.
12.10. Report subordination, service rendering or control relations over the past 3
fiscal years between directors of the issuer and:
a) Direct or indirect subsidiary of the issuer
Not applicable. There are no subordination, service rendering or control relations over the past
3 fiscal years between of the candidates to member of the Board of Directors and direct or
indirect subsidiary of the Company.
b) Direct or indirect controlling company of the issuer
(i) The candidate to effective member of the Board of Directors Paulo Penido Pinto
Marques, maintains a service rendering agreement with Nippon Group, since march of
2012;
(ii) The candidate to alternate member of the Board of Directors Takaaki Hirose is auditor
of the companies Kitakyushu LNG Company INC. and Tobata Co-operative Thermal Power
Company INC., since june, 2013, in which Nippon Steel & Sumitomo Metal Corporation
owns, respectively, 25% and 50% of the common shares. In addition, the candidate is
officer of the companies NS I Service Corporation, Sun Villa Co. Ltd. and Higashida CoGeneration Corporation, since june, 2013, in which Nippon Steel & Sumitomo Metal
Corporation owns, respectively, 100%, 60% and 100% of the common shares;
(iii) The candidate to effective member of the Board of Directors Daniel Novegil maintains
working relationship with various subsidiaries of Ternium S.A., and holds the position of
CEO at Ternium S.A., Chairmain of the Board of Directors at Siderar S.A.I.C and at Ternium
México, S.A. de C.V., companies that are part of Techint Group, which, in its turn, is part of
the Group controlled by the issuer;
(iv) The candidate to effective member of the Board of Directors Roberto Caiuby Vidigal
maintains working relationships with various subsidiaries of Tenaris S.A.; is the Chairman
of the Board of Directors at Confab Industrial S.A. and at Techint Engenharia e Construção
S.A., and Member of the Board of Directors of San Faustin S.A., SIAT S.A., Tenaris Confab
Hastes de Bombeio S.A., Confab Trading N.V. and Socotherm Brasil S.A., Chairman of the
Board of Directors and CEO at Ternium Brasil S.A.;
(v) The candidate to alternate member of the Board of Directors Oscar Montero Martinez
maintains working relationship with various subsidiaries of Ternium S.A., holds the position
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
of Chief Planning Officer at Ternium S.A., and still is a member of the Board of Directors of
various Ternium’s subsidiaries;
(vi) The candidate to alternate member of the Board of Directors Mario Guiseppe Antonio
Galli maintains working relationship with various subsidiaries of Tenaris S.A., is the Chief
Communication Officer at Tenaris S.A. and member of the Board of Directors at Ternium
Brasil S.A. and at Tenaris Confab Hastes de Bombeio S.A.
c) If relevant, supplier, customer, debtor or creditor of the issuer, its subsidiary or parent
company or subsidiaries of any of these parties
There is no significant subordination relationship among supplier, customer, debtor or creditor
of the issuer, its subsidiary or parent companies or subsidiaries and the candidates to member
of the Board of Directors.