USINAS SIDERRGICAS DE MINAS GERAIS S.A.

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

CAPITAL INCREASE (ANNEX 30 OF THE CVM INSTRUCTION No 480/2009)

1 Value of the Increase and of The New Capital Stock The Capital Increase shall be of up to
R$64,882,316.80 (sixty-four million, eight hundred and eighty-two thousand, three hundred and sixteen
reais and eighty centavos). Thus, if the full value of the capital increase is subscribed and pay for, the
Capital stock will be increased from R$12,150,000,000.00 (twelve billions, one hundred and fifty millions
reais) to R$12,214,882,316.80 (twelve billions, two hundred and fourteen millions, eight hundred and
eighty-two thousand, three hundred and sixteen reais and eighty centavos).

2 Means of Execution of the Capital Increase The Capital Increase will be held through private
subscription of new class A preferred shares.

3 - Capital Increase Justification and the Economic and Juridical Consequences The Capital
Increase consists on one of the measures established in the Companys strategic plan for 2016, as
disclosed in Explanatory Note 1 to the Financial Statements relating to the financial year ended on
12.31.2015, with the purpose to strengthen the Companys cash account and fortify its capital structure.
This capital increase, though alone is not enough to ensure that the Company has conditions to face the
current adverse economic scenario, is part of a series of other measures that are being taken by the
Company to enable such objective, such as proposals of additional capital increases to be submitted for
approval of the Extraordinary Shareholders Meeting and the negotiations to obtain a standstill agreement
and the renegotiation of its debts with the Companys major financial creditors and for making available to
the Company the cash resources retained in cash by Minerao Usiminas SA.

4 Opinion of the Supervisory Board There was no deliberation of the Fiscal Council (Conselho
Fiscal) about it.

5 Information about the Capital Increase through the Subscription of Shares:

A) Allocation of resources The resources raised from the Capital Increase shall be allocated to the
Companys cash account, in order to reinforce its working capital.

B) Amount and Type of Issued Shares As a result of the Capital Increase, it shall be issued up to
50,689,310 class A preferred shares, all registered and with no nominal value (New Shares).

C) Rights, Advantages and Restrictions Granted to the New Shares The New Shares shall be
identical to the remaining class A preferred shares issued by the Company that already exist, granting to
their holders, therefore, the same rights already granted to the holders of such types and classes of shares
by both Brazilian Corporate Law and the Companys Bylaws. The New Shares shall be entitled to all
dividends, interest on equity, bonuses and any capital remuneration that may be declared by the Company
after the homologation date of the Capital Increase.

D) Type of Subscription The Capital Increase shall be executed through the private subscription of
shares.

E) Subscription by Related Parties The New Shares shall be offered only to the current shareholders of
the Company, regardless of type or class held, which may exercise their preemptive right of subscription,
as well as expressing their interest on the acquisition of the unsubscribed shares. The Company has no
information about the subscription of the New Shares by Related Parties.

F) Issuance Price of the New Shares - The issuance price of the New Shares shall be of R$1.28 per
class A preferred share.

G) Issuance Price Allocation The shares issued by the Company do not have nominal value and all
values arising from the subscription of the New Shares shall be destined to the Companys capital stock.

H) Managements Opinion on the Capital Increase Effects As a Capital Increase through private
subscription, in which the exercise of the preemptive right will be assured to all shareholders, there will be
no dilution of the participation of current shareholders who subscribe the shares to which they are entitled

to in the Capital Increase. The Companys management understands that the dilution caused by the Capital
Increase of the equity of the current shareholders who do not exercise their preemptive rights will be
justified, bearing in mind that the issuance price of the New Shares will be fixed based on the observance
of the criteria set forth in article 170, 1 of Law No. 6.404/1976 and that the Capital Increase attends the
corporate interest, for the reasons appointed in item 3 above.

I) Criteria for Fixing of the Issuance Price and the Economic Aspects that Determined that Choice
The issuance price of the New Shares was fixed, pursuant to item III of first paragraph of article 170 of Law
No 6,404/1976, based on the average* of trading of the closing prices of the Companys class A preferred
shares, in trading sessions of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros
(BM&FBOVESPA) held between the days 11.30.2015 and 03.01.2016. In the understanding of the Board
of Directors, the criteria referred above reflect the current market value of the class A preferred shares
issue by the Company.

J) Fixing with Premium or Discount in Relation to the Market Value In accordance with the above
mentioned, the issuance prince was fixed, based on the average* of trading of the closing prices of the
Companys class A preferred shares, in trading sessions of BM&FBOVESPA held between the days
11.30.2015 and 03.01.2016, without fixing Premium or Discount.

K) Reports and Study that Subsidized the Fixing of the Issuance Price The issuance prince was
fixed, exclusively, based on the average* of trading of the closing prices of the Companys class A
preferred shares, in trading sessions of BM&FBOVESPA held between the days 11.30.2015 and
03.01.2016

L) Information on the Closing Quotations of the Companys Shares in BM&FBOVESPA

(i)

Minimum, average and maximum quotation of each year, in the last three (3) years (in R$)
2013

Quotati
on
USIM 5

Minim Avera Maximu Minimu

um
ge
m
m
6,55
10,38
14,50
4,32

2014

2015

Avera Maximu Minimu Averag Maximu

ge
m
m
e
m
8,39
14,08
1,45
3,95
6,97

* average of the prices of the class A preferred shares issued by the Company weighted by the volume of
each transaction -VWAP

(ii)

Minimum, average and maximum quotation of each quarter, in the last two (2) years (in R$)

Minimum

2014

Quotation
Average

Maximum

1st Quarter
2nd Quarter

USIM5

8,59

11,30

14,03

USIM5

7,50

8,62

10,31

3rd Quarter

USIM5

6,36

8,08

8,94

USIM5

4,39

5,53

6,91

th

4 Quarter

Quotation
2015

Minimum

Average

Maximum

1st Quarter
2nd Quarter

USIM5

3,38

4,28

5,16

USIM5

4,20

5,23

6,90

3rd Quarter

USIM5

2,79

3,74

4,52

USIM5

3,11

5,02

8,23

th

4 Quarter

Quotation
2016
1st Quarter

(iii)

USIM5

Average

Maximum

0,85

1,08

2,09

Minimum, average and maximum quotation of each month, in the last six (6) months (in R$)

Quotation

Month
feb/16
jan/16
dec/15
nov/15
oct/15
sep/15

(iv)

Minimum

USIM5
USIM5
USIM5
USIM5
USIM5
USIM5

Minimum
0,85
0,86
1,46
2,27
2,79
3,03

Average
0,94
1,09
1,75
2,69
3,23
3,82

Average quotation in the last 90 days (in R$)

Period
10/26/2015 a
03/10/16

Minimum
0,85

USIM5
Average
1,67

Maximum
3,06

Maximum
1,04
1,47
2,11
2,98
3,78
4,52

(v)

Average quotation between 11.30.2015 and 03.01.2016 (in R$)

Quotation on the last 60 trading sessions (in

R$)
Period
USIM5
Minimum
Average
Maximum
11/30/15 a
03/01/16
0,85
1,28
2,27

M) Issuace Prices of Shares Issued in Capital Increases Executed in the last three (3) years The
Company has not executed a capital increase in the last three years.

N) Percentage of The Issuances Potential Dilution The potential dilution percentage of the New
Shares issuance, if all shares are subscribed and paid for, corresponds to 4.77%.

O) Terms, Conditions and Means of Subscription and Payment of the New Shares The New Shares
shall be paid for in cash, in Brazilian reais, at the act of subscription. Such payment procedure shall also
apply to the New Shares subscribed during the unsubscribed shares procedure. The dates in which the
preemptive right to subscription of the New Shares may be exercised, as well as the subscription right to
the eventual unsubscribed shares, will be informed in a notice to shareholders to be disclosed by the
Company. In accordance with the Notice to Shareholders released on 03.18.2016, the term for exercise the
preemptive right on the acquisition of the New Shares will begin on 03.22.2016 and ending on 04.22.2016,
including.

P) Terms and Conditions for the Exercise of the Preemptive Right by the Companys Shareholders
The Companys shareholders, regardless of type or class held, may exercise their preemptive right to
acquire new shares, in the proportion of their current equity interest in the total amount of shares issued by
the Company, in a thirty (30) days term, counted from the disclosure of the notice to shareholders
communicating the approval of the Capital Increase by the Companys Board of Directors (Notice to
Shareholders). The Notice to Shareholders shall inform the beginning date and the final date to exercise
the preemptive right, as well as the date from which the Companys new shares will be negotiated without
subscription rights. As stated in article 171, paragraph 1st, item b of Law 6.404/1976, each shares issued
by the Company currently existing shall give right to the subscription of 0,051328150 New Shares. The
shareholders that do not intend to exercise the preemptive right may freely transfer it to third parties, in
accordance with article 171, paragraph 6th, of Law 6.404/1976. In accordance with the Notice to
Shareholders released on 03.18.2016, (i) the term for exercising the preemptive right in the acquisition of

new shares will initiate on 03.22.2016 and will end on 04.22.2016, including; e (ii) the shares acquired from
03.22.2016 will not be entitled to the preemptive rights by the acquiring shareholder.

The Shareholders which have shares kept by the Banco Bradesco S.A., the financial depositary institution
of the book-entry shares of the Company (Banco Bradesco), and that keep an up-to-date register, shall
receive the subscription bulletin in their registered address in Banco Bradesco, and may exercise the
subscription of the New Shares in any branch of Banco Bradesco authorized to assist shareholders. The
Shareholders who have shares kept by the BM&FBOVESPA shall exercise their preemptive right to
subscription on the new shares through their custodian agents.

Q) Proposition for the Unsubscribed Shares - The shareholders that subscribe the New Shares in the
term of exercise of the preemptive right shall express in the same act of execution of the respective
subscription bulletin, the interest on acquiring occasional unsubscribed shares resulting from the issuance
of the New Shares which are not subscribed during the term for the exercise of the preemptive right. The
shares that are not subscribed during the term for the exercise of the preemptive right will be apportioned
among the shareholders that have submitted the request, in the subscription bulletin, for the reservation of
the unsubscribed shares, and the subscription shall be performed in a five (5) business days term, counted
from the disclosure of the notice to shareholders about the subscription of the unsubscribed shares. In this
regard, it will be held an apportionment round of the non-subscribed shares, and the subscribers who are
interested in participating shall, in addition to the request for reservation of shares, inform in the respective
subscription bulletin the maximum number of New Shares they wish to subscribe in the apportionment. In
the apportionment shall be observed the proportion of shares subscribed by each subscriber on the
exercise of the preemptive right and the information provided by the subscriber about the maximum number
of shares to be subscribed. The unsubscribed shares after the closing of the first apportionment of the nonsubscribed shares will be canceled.

R) Procedure to be applied in the case of Partial Homologation of the Capital Increase After holding
the apportionment of the unsubscribed shares, it will be admitted the partial homologation of the capital
increase in case that shares that reach the amount of R$ 32,441,158.50 (thirty-two million, four hundred
and forty one thousand, one hundred and fifty-eight reais and fifty centavos) are subscribed. In case of
having remaining unsubscribed shares and the Company decides for the partial homologation of the
Capital Increase, the subscribers of shares issued under the Capital Increase will have the right to review
their decision related the subscription of shares. In this way, in view of the possibility of partial
homologation of the Capital Increase, the subscribers of the new shares issued may, in the respective
subscription bulletin, if it is of his interest, condition his/hers subscription to: (i) the subscription of all shares
object of the Capital Increase; or (ii) the subscription of a ratio or minimum amount in relation to the
originally proposed for the Capital Increase, to be defined by the investor himself, but which may not be
less than the minimum required by the Company, i.e., R$ 32,441,158.50 (thirty-two million, four hundred
and forty one thousand, one hundred and fifty-eight reais and fifty centavos). In this last case (item ii), the

subscriber shall, at the subscription act, indicate if, once implemented the provided condition, he intends to
receive all of the shares subscribed or the amount equivalent to the proportion between the number of
effective subscribed shares and the number of shares originally issued, assuming, in the lack of statement,
the subscriber's interest of receiving the totality of the shares subscribed by him.

S) Procedure to be applied in the case of Execution of a Capital Increase in Assets Not applicable.