Material Fact
São Paulo, May 17, 2021 – Companhia Siderúrgica Nacional (“CSN” or “Company”) informs its shareholders and the market in general, and in furtherance of the material fact notice disclosed on April 28, 2021, that was submitted, on this date, a request for registration of a primary offering / distribution of common shares issued by CSN Cimentos S.A. (“CSN Cimentos”), a subsidiary of the Company, to be held in Brazil, on an unorganized over-the-counter market, pursuant to Law No. 6,385, dated December 7, 1976, as amended, and the Brazilian Securities and exchange Commission (“CVM”) Instruction 400, dated December 29, 2003, as amended (“CVM Instruction 400”), as well as the ANBIMA Code of Regulation and Best Practices for Structuring, Coordination and Distribution of Public Offers for Securities and Public Offers for the Acquisition of Securities and other applicable legal and regulatory provisions, under the coordination of financial institutions that are part of the securities distribution system, including efforts to place common shares issued by CSN Cimen abroad (“Offer”).
The Offer was approved by the Extraordinary Shareholders’ Meeting and by the Board of Director’s meeting, both held on May 14, 2021, together with the submission of the application for membership of CSN Cimentos to the special Level 2 listing segment (“Level 2”) of B3 S.A. – Brasil, Bolsa, Balcão (“B3”).
The other terms and conditions of the Offer will be fixed in due course, including (i) the number of common shares issued by CSN Cimentos which are the object of the Offer; and (ii) the price per common share issued by CSN Cimentos within the scope of the Offer, as may be agreed on the pricing date of the Offer, after determining the result of the investment intentions collection procedure with institutional investors, to be carried out in Brazil and abroad, in accordance with the article 23, paragraph 1, and article 44 of CVM Instruction 400 (bookbuilding procedure).
The offering is subject to, among other factors, Brazilian and international market conditions, registration approval by the CVM and listing approval by the B3 and the admission of the common shares issued by CSN Cimentos to trading on Level 2.
The Company will keep its shareholders and the market informed of any relevant updates in relation to the matters dealt with here through its usual channels for the disclosure of periodic and occasional information, namely, the CVM website (www.cvm.gov.br), B3 (www.b3.com.br) and the Company (http://ri.csn.com.br/).
This material fact notice is disclosed for informative purposes only, under the terms of the legislation and regulations in force, and shall not, in any circumstances, be considered and/or interpreted as an investment recommendation. This material fact notice does not constitute an offer to sell or the solicitation of an offer to buy any securities in Brazil, The United States of America or any other jurisdiction.
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