Mar. 30, 2023
Nippon Steel Corporation
On March 30, 2023, Nippon Steel Corporation (“NSC”) and Ternium
Investments S.à r.l. and its three group companies (collectively, “Ternium”) agreed to
amend the Amended and Restated Shareholders Agreement (the “Existing SHA”) dated October 17,
2018, setting forth the establishment of certain new governance structure of Usinas Siderúrgicas de
Minas Gerais S.A. – Usiminas (“Usiminas”), and to transfer to Ternium a portion of the
ordinary shares of Usiminas held by NSC.
Under the Existing SHA executed in 2018, NSC has jointly managed Usiminas as a member of the controlling
group with Ternium and Previdência Usiminas (“PU”). Considering the tough business
environment surrounding Usiminas, NSC and Ternium share the common understanding that stronger leadership
by either shareholder in management would be required for further growth and increase of its corporate
value of Usiminas. Now both parties share mutual perception and agreed that the new governance structure
in which Ternium, having an extensive business network in Latin-America, has a more important role, would
lead to the interests of all the stakeholders of Usiminas.
Summary of the agreements is as below:
I. Amendment to the Existing SHA
(i) Nomination of the CEO and the Chairperson of the Board of Directors
(“Chairperson”)
Current: Alternately at every 4-year interval.
New conditions: Ternium to nominate the CEO, NSC to nominate the Chairperson.
(ii) Composition and nomination of the Executive Board (the CEO and Vice-Presidents of Usiminas)
Current: three (3) Executive Board members are nominated by NSC and Ternium
respectively.
New conditions: Ternium to nominate five (5) members including the CEO, and NSC
to nominate one (1) member.
II. Share Transfer
(i) Number of shares to be transferred by NSC: approximately 64.2 million ordinary
shares.
*Shares owned by other Nippon Group (Mitsubishi Corporation and Metal One Corporation) are also to be
transferred.
(ii) Transfer date: The transaction is subject to approval by the Brazilian antitrust authority and
other preconditions.
(iii) Transfer price: Brazilian Real 10 per share
(iv) Voting Ratio: NSC : Current 31.4% → After closing 22.2%
Ternium: Current 39.7% → After closing 49.5%
* USIMINAS remains an equity method affiliate of NSC
Pursuant to the agreements, NSC will continue to jointly manage Usiminas with other controlling group
members, Ternium and PU, with a view to increasing Usiminas' competitiveness and corporate value in the
best interest of Usiminas and all of its stakeholders.
