Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____COMPANHIA SIDERÚRGICA NACIONAL
Publicly-held Company
Corporate Taxpayer’s ID (CNPJ/MF): 33.042.730/0001-04
Corporate Registry (NIRE): 3330001159-5
MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING OF COMPANHIA SIDERÚRGICA NACIONAL HELD ON APRIL 29, 2011 AND DRAWN UP IN SUMMARY FORMAT
1. Date, time and venue: Annual Shareholders’ Meeting held on April 29, 2011, at 11:00 a.m., at the Company’s headquarters, at Rua São José, 20, grupo 1602, parte, Centro, in the city of Rio de Janeiro.
2. Call Notices: Call notices were published on April 12, 13 and 14, 2011 in the Diário Oficial do Estado do Rio de Janeiro on pages 17, 62 and 40, respectively, in Valor Econômico newspaper, on pages B2, C3 and B4, respectively, said notices to be filed at the Company’s headquarters.
3. Attendance: Shareholders representing more than majority of the Company’s voting capital, as evidenced by the signatures in the Shareholders Attendance Book, as well as the representative of KPMG Auditores Independentes, Mrs. Carla Bellangero, and the Company’s Executive Officer, Mr. Alberto Monteiro de Queiroz Netto.
4. Presiding: The Board member Antônio Francisco dos Santos chaired the meeting and invited Mrs. Claudia Maria Sarti to act as secretary.
5. Agenda: (i) to appraise the management accounts, examine, discuss and vote on the Financial Statements and the Management Report for the fiscal year ended December 31, 2010; (ii) to resolve on the allocation of net income for the fiscal year ended December 31, 2010, payment of dividends and interest on equity, including the approval of the capital budget for the current fiscal year, in compliance with article 196 of Law 6,404/76; (iii) to elect the members of the Board of Directors; and (iv) to establish the management’s total annual compensation for 2011.
6. Resolutions: The following resolutions were taken by shareholders representing more than majority of the Company’s voting capital, with the abstention of those legally prevented from voting, abstentions register as the case may be and the vote instructions filed at the Company’s headquarters:
6.1. Approval for drawing up these minutes in summary format and their publication without the signatures of those attending shareholders, as permitted by paragraphs 1 and 2 of article 130 of Law 6,404 of November 15, 1976 ("Law 6404/76"), respectively.
Companhia Siderúrgica Nacional |
6.2. Approval, by unanimous vote of attending shareholders, of the waiving of the reading of the Financial Statements, the Management Report and the Independent Public Accountants’ Report, as all attending shareholders are cognizant thereof.
6.3. Approval, by the majority of attending shareholders, being the abstentions filed at the Company’s headquarters, with the abstention of those legally prevented from voting, of the Management Accounts, the Financial Statements and the Management Report related to the fiscal year ended December 31, 2010, as released on March 28, 2011 on the websites of the Brazilian Securities and Exchange Commission (“CVM”) and BM&FBOVESPA S.A. -Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”) and published on March 29, 2011 in the Valor Econômico newspaper (pages A27 to A46) and in the Diário Oficial do Estado do Rio de Janeiro (pages 4 to 29) .
6.4. Approval, by unanimous vote of attending shareholders, of the allocation of net income for the fiscal year ended on December 31, 2010 in the amount of R$ R$2,516,376,039.97, adjusted by the deduction of R$33,416,593.28, related to the adoption of Declarations, Interpretations and Guidance issued by the Accounting Declaration Committee (CPC), amounting to R$2,482,959,446.69 to be allocated as follows: (i) pay R$ 356,800,000.00 as Interest on Equity, corresponding to the gross amount of R$0.24472 per share. Except for the immune and exempted shareholders, this amount is subject to a fifteen per cent (15%) withholding income tax, this rate being applied to all shareholders domiciled in countries who do not tax income or tax it at the maximum rate lower than twenty per cent (20%), which in this case, are subject to a twenty-five per cent (25%) withholding income tax, as provided for by Article 8 of Law 9,779/99; (ii) payment of dividends in the amount of R$1,500,000,000.00, corresponding to the gross amount of R$1.02883 per share. Interest on Equity and Dividends will be paid by the Company in Brazilian local currency as of May
9, 2011, with no monetary restatement; and (iii) allocate R$626,159,446.69 for the constitution of an investment reserve to meet the investments projects covered by the Capital Budget for the current year, approved herein, in compliance with the provisions of article 196 of Law 6,404/76. Considering that the maximum limit of the legal reserve has already been attained, no amount shall be allocated to such reserve.
6.5. Approval, by the majority of attending shareholders, being the abstentions and opposing votes filed at the Company’s headquarters, that the Board of Directors be composed of 7 (seven) members.
6.6. Pursuant to article 13, paragraph 2 of the Company’s Bylaws, the following board members were elected to compose the Company’s Board of Directors: firstly, the shareholder ANTONIO FRANCISCO DOS SANTOS, Brazilian, married, business administrator, identity card IFP 1.307.360, enrolled in the individual roll of taxpayers (CPF/MF) under no. 112.375.706-20, appointed by CSN Investment Club, was re-elected; the re-election of the shareholders BENJAMIN STEINBRUCH, Brazilian, married, industrialist, identity card SSP/SP 3.627.815-4, enrolled in the individual roll of taxpayers (CPF/MF) under no.
Companhia Siderúrgica Nacional |
618.266.778-87; JACKS RABINOVICH, Brazilian, married, industrialist, identity card SSP/SP 1.179.678, enrolled in the individual roll of taxpayers (CPF/MF) under no. 011.495.638-34; FERNANDO PERRONE, Brazilian, married, attorney, identity card IFP 2.048.837, enrolled in the individual roll of taxpayers (CPF/MF) under no. 181.062.347-20; YOSHIAKI NAKANO, Brazilian, married, business administrator, identity card (RG) 5.157.491-3 and enrolled in the individual roll of taxpayers (CPF/MF) under no. 049.414.548-04, GILBERTO SAYÃO DA SILVA, Brazilian, married, businessman, identity card (IFP/RJ) 04.625.996-6, enrolled in the individual roll of taxpayers (CPF/MF) under no. 016.792.777-90, and ALEXANDRE GONÇALVES SILVA, Brazilian, judicially separated, engineer, enrolled in the individual roll of taxpayers (CPF/MF) under no. 022.153.817-87, all of them domiciled in the city and state of São Paulo at Av. Brig. Faria Lima, 3400, 20º andar, and all of whom with a term of office until the 2012 Annual General Meeting.Thus, the Company’s Board of Directors comprises Messrs. Antonio Francisco dos Santos, Benjamin Steinbruch, Jacks Rabinovich, Fernando Perrone, Yoshiaki Nakano, Gilberto Sayão da Silva and Alexandre Gonçalves Silva, all of whom with a term of office until the 2012 Annual General Meeting.
6.7 Approval, by the majority of attending shareholders, of the Management’s total annual compensation at a maximum of R$65,917,105.00, being the abstentions filed at the Company’s headquarters.
7. Closure: There being no further business to be discussed, the meeting was adjourned for the time necessary to draw up these Minutes. The meeting was resumed and these minutes were read, found in compliance and signed by the Chairman and Secretary and all attending shareholders.
8. Documents Filed: The Annual Shareholders’ Meeting Call Notice, the Management Report, the Financial Statements and the Independent Public Accountants’ Report, the Management Proposal, as well as the approved Capital Budget are filed at the Company’s headquarters.
Rio de Janeiro, April 29, 2011.
This is a free translation of the original minutes, drawn up in the proper book.
Claudia Maria Sarti Secretary
Companhia Siderúrgica Nacional |
COMPANHIA SIDERÚRGICA NACIONAL | |
By: |
/S/ Benjamin Steinbruch
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Benjamin Steinbruch
Chief Executive Officer |
| |
By: |
/S/ Paulo Penido Pinto Marques
|
Paulo Penido Pinto Marques
Chief Financial Officer and Investor Relations Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.