Common use of PREPARATORY MEETINGS Clause in Contracts

PREPARATORY MEETINGS. (a) Except as otherwise provided in this Agreement, prior to each General Meeting and each meeting of the Board of Directors in which a Unanimous Resolution or a Special Resolution (both as defined below) shall be discussed, a meeting (a “Preparatory Meeting”) shall be held among CPPIB, Rique, Sierra and ▇▇▇▇ Entities, in order to agree on and define the block vote to be cast by the Shareholders at such General Meeting, or by the members of the Board of Directors (or the alternate(s) thereof) appointed by the applicable Shareholders at such meeting of the Board of Directors, as the case may be. (b) The Shareholders agree and covenant that they shall exercise the voting rights attaching to their Registered Shares at each General Meeting in accordance with the Special Resolution(s) and/or Unanimous Resolution(s), as applicable, adopted at the relevant Preparatory Meeting, as a single block vote. Each Shareholder further agrees and covenants to cause the member(s) of the Board of Directors (or the alternate(s) thereof) nominated by such Shareholder to vote at each meeting of the Board of Directors in accordance with the Special Resolution(s) or Unanimous Resolution(s), as applicable, adopted at the relevant Preparatory Meeting. (c) Preparatory Meetings shall be conducted in English and may be held and attended in person, by teleconference, videoconference or any other instant communication form. Any of CPPIB, Rique, Sierra and ▇▇▇▇ Entities shall be responsible for convening the Preparatory Meetings, and shall use commercial reasonable efforts to call and hold such meetings with reasonable anticipation and at least one (1) day before the date of the relevant Board of Directors’ meeting or General Meeting preferably at the Company’s headquarters but without prejudice of the right of the Parties to participate remotely; provided that, if CPPIB, Rique, Sierra and ▇▇▇▇ Entities unanimously agree, the Preparatory Meeting may be held on the date of, and immediately prior to, the relevant Board of Directors’ meeting or General Meeting. In the event the Shareholders participate remotely in any the Preparatory Meeting, they shall confirm their votes in writing, by letter or e-mail (or other written communication mean as the Parties may agree), before the end of the day on which the Preparatory Meeting was held.

PREPARATORY MEETINGS. (a) Except as otherwise provided in this Agreement, prior to each General Meeting and each meeting of the Board of Directors in which a Unanimous Resolution or a Special Resolution (both as defined below) shall be discussed, a meeting (a “Preparatory Meeting”) shall be held among CPPIB, Rique, Sierra and ▇▇▇▇ Entities, in order to agree on and define the block vote to be cast by the Shareholders at such General Meeting, or by the members of the Board of Directors (or the alternate(s) thereof) appointed by the applicable Shareholders at such meeting of the Board of Directors, as the case may be. (b) The Shareholders agree and covenant that they shall exercise the voting rights attaching to their Registered Shares at each General Meeting in accordance with the Special Resolution(s) and/or Unanimous Resolution(s), as applicable, adopted at the relevant Preparatory Meeting, as a single block vote. Each Shareholder further agrees and covenants to cause the member(s) of the Board of Directors (or the alternate(s) thereof) nominated by such Shareholder to vote at each meeting of the Board of Directors in accordance with the Special Resolution(s) or Unanimous Resolution(s), as applicable, adopted at the relevant Preparatory Meeting. (c) Preparatory Meetings shall be conducted in English and may be held and attended in person, by teleconference, videoconference or any other instant communication form. Any of CPPIB, Rique, Sierra and ▇▇▇▇ Entities shall be responsible for convening the Preparatory Meetings, and shall use commercial reasonable efforts to call and hold such meetings with reasonable anticipation and at least one one (1) day before the date of the relevant Board of Directors’ meeting or General Meeting preferably at the Company’s headquarters but without prejudice of the right of the Parties to participate remotely; provided that, if CPPIB, Rique, Sierra and ▇▇▇▇ Entities unanimously agree, the Preparatory Meeting may be held on the date of, and immediately prior to, the relevant Board of Directors’ meeting or General Meeting. In the event the Shareholders participate remotely in any the Preparatory Meeting, they shall confirm their votes in writing, by letter or e-mail (or other written communication mean as the Parties may agree), before the end of the day on which the Preparatory Meeting was held. (d) Preparatory Meetings may also be held at any time and from time to time as CPPIB, Rique, Sierra and ▇▇▇▇ Entities may agree, to discuss and resolve upon matters to be submitted and resolved upon a future Board of Directors’ meeting or General Meetings to be called, and the resolutions adopted at such Preparatory Meetings shall be valid and binding upon the Parties and upon the Board of Directors (or the alternate(s) thereof) nominated by thereby at such Board of Directors’ meeting or General Meeting. (e) In any case, if a Board of Directors’ meeting or General Meeting does not occur, for any reason, within three (3) months from any such Preparatory Meeting, the corresponding resolutions adopted at such Preparatory Meeting shall cease to have any force or effect and such matter will require a resolution of the Shareholders at a new Preparatory Meeting. (f) A formal Preparatory Meeting shall be waived (i) if the Shareholders submit their written votes on the matters to be agreed by letter or e-mail (or other written communication mean as the Parties may agree), sent to the representatives of all Shareholders on or prior to such date and time as the Parties may agree in respect of the relevant meeting, or (ii) in case the respective matter is decided by the unanimity of the Shareholders, at a General Meeting, or the unanimity of the members of the Board of Directors indicated by the Shareholders, at a Board of Directors’ Meeting. (g) The minutes and votes of the Preparatory Meetings shall be written in English language and in Portuguese language. (h) A Special Resolution or Unanimous Resolution adopted at a Preparatory Meeting may be revoked, repealed, amended, supplemented or otherwise altered only at the same or at a subsequent Preparatory Meeting, so long as such revocation, repeal, amendment, supplement or other alteration is adopted with such number of affirmative votes as is required hereunder for the adoption of such Special Resolution or Unanimous Resolution.

PREPARATORY MEETINGS. (a) Except as otherwise provided in this Agreement, prior to each General Meeting and each meeting of the Board of Directors in which a Unanimous Resolution or a Special Resolution (both as defined below) shall be discussedDirectors, a meeting (a “Preparatory Meeting”) shall be held among CPPIBNSSMC, Riqueon behalf of the NSSMC Group, Sierra Ternium, on behalf of the T/T Group, and ▇▇▇▇ EntitiesPU, on behalf of the PU Group, in order to agree on formulate and define the block vote adopt a unified position to be cast taken by the Shareholders at such General Meeting, or by the members of the Board of Directors (or the alternate(s) thereof) appointed nominated by the applicable Shareholders at such meeting of the Board of Directors, as the case may be. Each Shareholder belonging to the NSSMC Group (and each Shareholder which becomes a party hereto as part of such Group after the Execution Date by joining this Agreement, upon such joinder) irrevocably authorizes NSSMC, for so long as this Agreement shall remain effective, and as a condition for the transactions contemplated hereunder (como condição do negócio, as per article 684 of the Civil Code of Brazil), to represent it and to vote on its behalf at any and all Preparatory Meetings on any and all matters (whether requiring approval by Special Resolution or by Ordinary Resolution) in NSSMC’s sole and absolute discretion; and each Shareholder belonging to the T/T Group (and each Shareholder which becomes a party hereto as part of such Group after the Execution Date by joining this Agreement, upon such joinder) irrevocably authorizes Ternium, for so long as this Agreement shall remain effective, and as a condition for the transactions contemplated hereunder (como condição do negócio, as per article 684 of the Civil Code of Brazil), to represent it and to vote on its behalf at any and all Preparatory Meetings on any and all matters (whether requiring approval by Special Resolution or by Ordinary Resolution) in Ternium’s sole and absolute discretion. (b) The Shareholders agree and covenant that they shall exercise the voting rights attaching to their Registered Shares at each General Meeting in accordance with the Special Resolution(s) and/or Unanimous Ordinary Resolution(s), as applicable, adopted at the relevant Preparatory Meeting, as a single block votesingle, unified block. Each Shareholder further agrees and covenants to cause the member(s) of the Board of Directors (or the alternate(s) thereof) nominated by such Shareholder to vote at each meeting of the Board of Directors in accordance with the Special Resolution(s) or Unanimous Ordinary Resolution(s), as applicable, adopted at the relevant Preparatory Meeting. (c) Preparatory Meetings shall be conducted in the English language and may be held and attended in person, person or by teleconference, videoconference or any other instant communication formmeans. Any of CPPIBNSSMC, Rique, Sierra Ternium and ▇▇▇▇ Entities PU shall be responsible for the convening the of Preparatory Meetings, and shall use commercial reasonable efforts to call and hold make their best endeavors so that such meetings are held with reasonable anticipation and at least one (1) day before the date of the relevant Board of Directors’ meeting meetings or General Meeting preferably at the Company’s headquarters but without prejudice of the right of the Parties to participate remotelyMeetings; provided that, if CPPIBNSSMC, Rique, Sierra Ternium and ▇▇▇▇ Entities PU unanimously agree, the Preparatory Meeting may be held on the date of, and immediately prior to, the relevant Board of Directors’ meeting or General Meeting. In the event the Shareholders participate remotely in . (d) Preparatory Meetings may also be held at any the time and from time to time as NSSMC, Ternium and PU may agree, to discuss and resolve upon matters to be submitted and resolved upon at future, not-yet-convened Board of Directors’ meetings or General Meetings to be called within three (3) months of any such Preparatory Meeting, they and the resolutions adopted at such Preparatory Meetings shall confirm be valid and binding upon the Parties at such Board of Directors’ meeting or General Meeting. Following the adoption of a resolution at any such Preparatory Meeting, NSSMC, Ternium and PU shall cause the matter so resolved upon to be properly submitted to a Board of Directors meeting or General Meeting to be called within three (3) months of such Preparatory Meeting, as applicable, and (i) if submitted to such General Meeting, all Parties shall exercise the voting rights attaching to their votes Registered Shares at the relevant General Meeting in writingaccordance with the Special Resolution(s) and/or Ordinary Resolution(s) adopted at such Preparatory Meeting, as a single, unified block; or (ii) if submitted to such Board of Directors meeting, each of NSSMC, Ternium and PU shall cause the member(s) of the Board of Directors (or the alternate(s) thereof) nominated by it to vote at the relevant meeting of the Board of Directors in accordance with the Special Resolution(s) or Ordinary Resolution(s) adopted at such Preparatory Meeting. If any such Board of Directors meeting or General Meeting is not called within three (3) months of any such Preparatory Meeting, the corresponding resolutions adopted at such Preparatory Meeting to be submitted and resolved upon at such Board of Directors meeting or General Meeting shall cease to have any force or effect and such matter shall be subject to the applicable resolution of the Shareholders at a new Preparatory Meeting with respect thereto. (e) In lieu of holding a Preparatory Meeting in person, by letter teleconference, or videoconference, the Preparatory Meeting may be held virtually, with NSSMC, Ternium and PU respectively submitting written votes on the matters to be resolved at the relevant Board of Directors’ meetings or General Meetings, which written votes shall be submitted by e-mail (or other written communication mean means as the Parties may agree), before to each other and to Usiminas’ Corporate Secretary, on or prior to such date and time as the end Parties may agree in respect of the day on which relevant meeting. The minutes and votes of the Preparatory Meetings shall be written in the English language. (f) A Special Resolution or Ordinary Resolution adopted at a Preparatory Meeting was heldmay be revoked, repealed, amended, supplemented or otherwise altered only at the same or at a subsequent Preparatory Meeting, so long as such revocation, repeal, amendment, supplement or other alteration is adopted with such number of affirmative votes as is required hereunder for the adoption of such Special Resolution or Ordinary Resolution.