MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS OF COMPANHIA SIDERÚRGICA NACIONAL HELD ON JANUARY 21, 2021, DRAWN UP IN SUMMARY FORM.

Corporate Taxpayer's ID (CNPJ/MF): 33.042.730/0001-04

Company Registry (NIRE): 35300396090

  • 1. Date: January 21, 2021

  • 2. Time: 3:00 p.m.

  • 3. Venue: At the headquarters of Companhia Siderúrgica Nacional ("Company") at Av.

Brig. Faria Lima, 3400, 20º andar, in the city and state of São Paulo.

4. Call Notice: The call notice was waived due to the presence of all members of the

Board of Directors, as per paragraph 5 of article 15 of the Company's Bylaws ("Bylaws").

5. Attendance and presiding board: Benjamin Steinbruch (Chairman), Yoshiaki Nakano, Antonio Bernardo Vieira Maia, Miguel Ethel Sobrinho and Fabiam Franklin - Board Members; Claudia Maria Sarti - Secretary of the Board of Directors. The meeting was held as per paragraph 2 of article 15 of the Bylaws.

6.

Agenda:

(a) to resolve on the sale of up to five hundred and one million, five hundred and thirty-five thousand, five hundred and forty-two (501,535,542) common shares issued by CSN Mineração S.A. ("CMIN"), held by the Company, by means of primary and secondary public offerings of common shares issued by CMIN ("Offering"), free and clear of any liens or encumbrances ("Shares"), respecting the Price per Share (as defined below) to be defined at a later stage.

(b)

in view of article 19, item XXI of the Company's Bylaws, to resolve on the exercise of the Company's voting right under the Extraordinary Shareholders' Meeting of CMIN to be held on January 21, 2021 ("CMIN's ESM");

  • (c) to resolve on the voting instruction so that CMIN's Board members approve the resolutions to be taken at the meeting to be held on January 21, 2021 ("CMIN's BoDM"), for all purposes of Clause 6.1 and other provisions applicable to CMIN's Shareholders' Agreement;

  • (d) to authorize the Company's Management to sign, as controlling shareholder, the first amendment to CMIN's Shareholders' Agreement, to be executed between the

Company, Japão Brasil Minério de Ferro Participações Ltda., POSCO, China Steel Corporation - Taiwan and CSN;

  • (e) to ratify all the acts already performed by the Company's Management regarding the resolutions above; and

  • (f) to authorize the Company's executive officers to perform all acts necessary for the achievement of the resolutions above.

7. Resolutions: After analyses and discussions, the members of the Company's Board of

Directors, unanimously and without any restrictions or reservations:

  • (a) Considered this meeting regularly called and installed, as per paragraphs 1 and 5 of article 15 of the Bylaws;

  • (b) Authorized the sale of up to five hundred and one million, five hundred and thirty-five thousand, five hundred and forty-two (501,535,542) Shares under the Offering, in the terms and conditions described below.

a.

The Offering will be held in Brazil, in an over-the-counter market, as per Law 6,385, of December 7, 1976, as amended, Instruction 400 of the Brazilian Securities and Exchange Commission ("CVM"), of December 29, 2003, as amended ("CVM Instruction 400"), ANBIMA Code of Regulation and Best Practices for Structuring, Coordination and Distribution of Public Securities Offerings and Tender Offer, Level 2 Regulation and other applicable legal and regulatory provisions, with efforts to place the common shares abroad. The Offering will consist on primary and secondary public distribution of five hundred and thirty-three million, nine hundred and thirty-eight thousand, eight hundred and twenty-one (533,938,821) Shares, of which (i) a primary offering of one hundred and sixty-one million, one hundred and eighty-nine thousand, and seventy-eight (161,189,078) new Shares; and (ii) a secondary offering of three hundred and seventy-two million, seven hundred and forty-nine thousand, seven hundred and forty-three (372,749,743) Shares, of which three hundred and twenty-seven million, five hundred and ninety-three thousand, five hundred and eighty-four (327,593,584) Shares held by the Company, thirty-seven million, five hundred and ninety-one thousand, and fourteen (37,591,014) Shares held by Japão Brasil Minério de Ferro Participações Ltda. ("Japão Brasil") and seven million, five hundred and sixty-five thousand, one hundred and forty-five (7,565,145) Shares held by POSCO (jointly with the Company and Japão Brasil, "Selling Shareholders"), without including the Additional Shares (as defined below) and Supplemental Shares (as defined below); under the coordination of the financial institutions that are part of the securities distribution system ("Joint Bookrunners"), with participation of other financial institutions that are part of the securities distribution system.

  • b. Affiliates of the Joint Bookrunners abroad will simultaneously make efforts to place the Shares abroad together with other financial institutions to be hired for such purpose (jointly, "International Placement Agents"), as per the Placement Facilitation Agreement, to be executed between CMIN, the

    Selling Shareholders and the International Placement Agents ("International

    Placement Agreement"), of which, (i) in the United States of America ("United States"), exclusively for qualified institutional buyers, resident and domiciled in the United States, as defined in Regulation 144A of the U.S. Securities Act of 1933, as amended ("Securities Act"), issued by the U.S. Securities and Exchange Commission ("SEC"); and (ii) in countries other than the United States and Brazil, for investors who are considered non-resident or non-domiciled in the United States or not incorporated under the laws of that country (non-U.S. persons), under the terms of Regulation S, issued by SEC, under the Securities Act, observing the applicable legislation in the country of domicile of each investor; in both cases (i) and (ii), in transactions exempt of registration in the United States, provided for in the Securities Act and regulations issued to support the Securities Act, as well as any other U.S. federal and state rules on securities (investors described in items (i) and (ii) above, jointly, "Foreign Investors"), provided that such Foreign Investors invest in Brazil in compliance with the investment mechanisms governed by the National Monetary Council, the Brazilian Central Bank and/or CVM, without the need to apply for and obtain a registration for the distribution and placement of the Shares with an agency or body that regulates the capital market of another country, including the SEC.

  • c. Under paragraph 2 of article 14 of CVM Instruction 400, until the date that the beginning of the Offering was made available, the number of Shares initially offered (excluding Supplementary Lot Shares) may, at the discretion of the Selling Shareholders, by mutual agreement with the Joint Bookrunners, be increased by up to twenty percent (20%) of the Shares initially offered, i.e., in up to one hundred and six million, seven hundred and eighty-seven thousand, seven hundred and sixty-four (106,787,764) Shares, of which ninety-three million, eight hundred and fifty-one thousand, one hundred and thirty-five (93,851,135) Shares held by the Company, ten million, seven hundred and sixty-nine thousand, three hundred and seventeen (10,769,317) Shares held by Japão Brasil and two million, one hundred and sixty-seven thousand, three hundred and twelve (2,167,312) Shares held by POSCO, under the same conditions and for the same price as the Shares initially offered ("Additional Shares").

  • d. Under article 24 of CVM Instruction 400, the number of Shares initially offered (excluding the Additional Shares) may be increased by a supplementary lot corresponding to up to fifteen percent (15%) of the Shares

initially offered, i.e. eighty million, ninety thousand, eight hundred and twenty-three (80,090,823) Shares held by the Company, under the same conditions and for the same price as the Shares initially offered

("Supplementary Lot Shares"), based on the option to be granted by the

Company to the Stabilization Agent (as defined below), under the terms of the Offering distribution agreement, to be entered into between CMIN, the Selling Shareholders, the Joint Bookrunners and, as consenting intervening party, B3 S.A. - Brasil, Bolsa, Balcão ("B3") ("Distribution Agreement"), which will be exclusively aimed to the stabilization of the Shares price ("Option of Supplementary Lot Shares"). The Stabilization Agent will have the exclusive right, as from the date of signature of the Distribution Agreement, including such date, and for a period of up to thirty (30) days as from the beginning of trades of the Shares on B3, including such date, to exercise the Option of Supplementary Lot Shares, in whole or in part, after notification, in writing, to the other Joint Bookrunners, provided that Share overallocation is agreed upon by the Stabilization Agent and the other Joint Bookrunners upon definition of the Price per Share. As stated in the Distribution Agreement, the Supplementary Lot Shares shall not be object of settlement firm commitment by the Joint Bookrunners.

e. As per a document executed between CMIN's shareholders, the Company and the other shareholders have expressly waived the right to carry out a priority offer to CMIN's current shareholders under the Offering, as provided for in the Shareholders' Agreement.

  • f. The price per share under the Offering ("Price per Share") shall be defined after the conclusion of the Bookbuilding Procedure with professional investors to be carried out in Brazil, by the Joint Bookrunners, under the Placement Agreement, and abroad, by International Placement Agents, under the International Placement Agreement, as per paragraph 1 of article 23, and article 44 of CVM Instruction 400 ("Bookbuilding Procedure"), the parameters of which being the indications of interest based on the quality ad quantity of demand (in terms of volume and price) per Share collected with institutional investors during the Bookbuilding Procedure. The choice of the criterion for defining the Price per Share is justified to the extent that the market price of the Shares to be subscribed to/acquired will be gauged based on the Bookbuilding Procedure, which reflects the price at which institutional investors will present their investment intentions within the context of the

    Offering; therefore, there will not be unduly dilution of CMIN's current shareholders, pursuant to article 170, paragraph 1, item III, of Law 6,404, of December 15, 1976 ("Brazilian Corporation Law").

  • g. In the context of the Offering, the indicative range of the Price per Share shall be between eight reais and fifty centavos (R$8.50) and eleven reais and thirty-five centavos (R$11.35); however, it may be defined above or below

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CSN - Companhia Siderúrgica Nacional published this content on 21 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 February 2021 23:29:01 UTC.