Usiminas Belo Horizonte

Rua Prof. Jos Vieira de Mendona, 3011

31310-260 Belo Horizonte MG
T 55 31 3499-8000
F 55 31 3499-8899

(Free Translation: For reference only Original in Portuguese)

www.usiminas.com

USINAS SIDERRGICAS DE MINAS GERAIS S.A. USIMINAS

Publicly-Held Company
CNPJ/MF 60.894.730/0001-05
NIRE 313.000.1360-0

MATERIAL FACT

Usinas Siderrgicas de Minas Gerais S.A. USIMINAS (Usiminas or Company),

hereby informs that, on the date hereof, received from the Brazilian Securities and Exchange
Commission SEC (CVM) the Letter n 141/2017/CVM/SEP/GEA-4 (Letter), whose content
is transcribed below:

Dear Sirs,
1. We refer to CVM Proceeding n 19957.003252/2017-76, in the scope of
which it is analyzed the claim presented by Companhia Siderrgica Nacional
(CSN), acting as shareholder of Usinas Siderrgicas de Minas Gerais S.A.
(Company), by means of which CSN questions the procedures adopted by the
Company for the new election of members to the board of directors elected by the
multiple vote process, at the AGO to be held on April 27, 2017.
2. In relation to this fact, it must be observed, initially, that, on August 25,
2016, a meeting of the board of directors of Usiminas was held, having in the
agenda to acknowledge the resignation of Mr. Fumihiko Wada and resolve on the
election of Nobuhiko Takamatsu for the position of effective member of the board
of directors. According to the information contained in the minutes of the relevant
Meeting of the Board of Directors (RCA), all directors elected by multiple vote
process would have term of office up to the next general meeting of the Company.
It must be emphasized that the questionings of CSN were forwarded to CVM on
April 05, 2017.
3. It is worth noticing, moreover, that considering the terms of the claim
presented, based on the elements attached to the case records of the referred
proceeding, and in view of (i) the nature of the facts that led to the vacancy of the
positions of the board of directors; (ii) that the Company had already adopted the
same procedure of replacement of directors in similar circumstances and (iii) the
complexity of the matter, there are no elements to allow the conclusion that the
procedure adopted by the Company was part of an elaborate strategy destined to
harm the shareholder CSN.
4. Regardless of what is mentioned above, having heard the Company on the
matter, it must be considered, on the analysis of the concrete case, that article
150 of Law 6.404/76 provides a general rule on the replacement and termination
of the term of office and aims at ensuring the continuity of the management and
full operation of the administrative bodies of the corporation.
5. Article 141, caput and pars. 1 to 3, of Law 6.404/76 address, in a specific
manner, the election of the members of the board of directors by the multiple vote
process, as well as the cases of replacement of the directors elected under the
terms thereof. The procedures and criteria provided in these dispositions seek to
ensure the rights of the shareholders related to the requirement of adoption of the
of multiple vote process and to the election and replacement of the members of
the board elected by means of this system.
6. Therefore, considering (i) that the dispositions mentioned above shall be
interpreted so that its application is harmonic and their purposes are achieved; (ii)
that the special rule would prevail, within its restricted scope of action, and (iii)
taking into account that the rule contained in art. 141, par. 3, of Law n 6.404/76
addresses, in a specific manner, the replacement in the cases of election by
 Usiminas Belo Horizonte
Rua Prof. Jos Vieira de Mendona, 3011
31310-260 Belo Horizonte MG
T 55 31 3499-8000
F 55 31 3499-8899

(Free Translation: For reference only Original in Portuguese)

www.usiminas.com

means of multiple vote process, it is understood that, in the cases of vacancy of

effective members of the board of directors elected by the multiple vote process,
for reason other than the dismissal by the general meeting, if there is an alternate
member elected by the shareholder who elected the effective director, there is no
need to hold a new election of all the members of the board of directors elected by
the multiple vote system.
7. It must be highlighted that, as per the terms of items I and X of CVM Ruling
CVM N 463/2003, the understanding expressed by the Superintendence of
Relations with Companies can be subject of appeal to the Board of Commissioners
of the Brazilian Securities and Exchange Commission (CVM), within fifteen (15)
days, counted from its acknowledgement by the interested party.
Yours truly,
Jorge Lus da Rocha Andrade, Manager
Gustavo dos Santos Mul, Deputy Superintendent

Belo Horizonte, April 26, 2017.

Ronald Seckelmann
Vice President of Finance and Relations with Investors