MONCLOVA, Mexico--(BUSINESS WIRE)--Altos Hornos de México, S.A.B. de C.V. and Subsidiaries (“AHMSA” or “the Company”) (BMV:AHMSA) announced the following:
In accordance with the applicable provisions of the Mexican General Corporations Law, the Mexican Securities Market Law, Article 15, Section C) and D) of the Company’s bylaws, and General dispositions applicable to issuers and other stock market participants, ALTOS HORNOS DE MEXICO, S.A.B. de C.V. invites its shareholders to the annual General Ordinary Shareholders’ Meeting. The first call will take place on April 26, 2018 at 9:00 am at the Company’s headquarter, located at Prolongación Juárez S/N, Col. La Loma, C.P. 25770, Moclova, Estado de Coahuila, México, to discuss the following:
ANNUAL GENERAL ORDINARY SHAREHOLDERS’ MEETING
|1.||Discussion, modification and, if applicable, submission for approval of the Chief Executive Officer’s report, in accordance with Article 44, Section XI of the Mexican Securities Market Law, and the Board of Directors’ report regarding Article 172 of the Mexican General Corporations Law, section B) of the Mexican General Corporations Law, as well as the reports from the Presidents of the Auditing and Corporate Practices committees in accordance with the Mexican Securities Market Law for the fiscal year ended December 31, 2017.|
|2.||Report on the Company’s compliance with tax obligations.|
|3.||Discussion and, if applicable, submission for approval or ratification of all activities carried out by the Board of Directors, the Chief Executive Officer and the Company’s officers during the fiscal year 2017.|
|4.||Discussion and, if applicable, ratification, resignation and/or nomination of members of the Company’s Board of Directors and officers, as well as members of the Auditing and Corporate Practices Committees; and confirmation of their independence status.|
|5.||Determination and, if applicable, ratification of the compensation paid to the members of the Company’s Board of Directors, and members of the Auditing and Corporate Practices Committees.|
|6.||Resolutions concerning the allocation of the results of fiscal year ended December 31, 2017.|
|7.||Appointment of special authorized delegates to formalize, notarize and register at the Public Registry of Commerce the adoption of the resolutions in relation to the preceding agenda items.|
In order to attend the meeting and take part in it, shareholders must prove to have such quality to the Company’s secretariat, by presenting the originals of the stock certificates 2016 Single Series, of which they hold, a receipt of deposit of shares issued by a local or foreign financial institution, or a non-negotiable receipt issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”), complemented with the list of holders of such shares by depositors at Indeval, in accordance with Article 290 of the Mexican Securities Market Law, and Article 15, Section G) of the Company’s bylaws and be registered as holder of those shares in the Company’s share registry.
The originals of the stock certificates 2016 Single Series or a receipt of deposit of shares complemented with the list of holders of such shares, issued by financial institutions, brokerage firms or authorized securities depositary institutions, must be deposit at the Company’s Secretariat, located at the address above mentioned, between the hours of 9:00 am and 4:00 pm, on April 16,17,18,19 and 20, 2018, (the latter until 1:00 pm), being Friday, April 20, 2018, the last day to deposit the stock certificates or receipts, and exchange them. Upon presenting the originals of the stock certificates 2016 Single Series or a receipt of deposit of shares, the Company will issue an admission card signed by the Company’s secretary containing the shareholder’s name and the number of votes attributed. As a reminder, brokerage firms and other depositors at Indeval in order to obtain the admission card should present a listing containing the name, address, and number of shares of the shareholders they will represent at the meeting. No shareholder or proxy shall have access to the shareholders’ meeting if it does not exhibit, prior to the entry, the aforementioned admission card in original.
In accordance with the Mexican General Corporations Law, the Mexican Securities Market Law, and the Company’s bylaws, shareholders may be represented by proxy at the meetings designated by a power of attorney granted by the forms issued by the Company and available through stock market brokers or at the Company, or by any other form of power conferred in accordance with the applicable law. From the date of publication of this call, shareholders who wish may obtain from the Company the respective power of attorney forms. The Company will only recognize as shareholders those persons who are registered as such in the Company’s share registry, which will be the only ones allowed to attend the meeting.
Following the publication of this announcement, all shareholders will have free access to all information and documents related to each of the topics included in the meeting agenda. These documents will be available at the Company’s aforementioned office during business days and working hours.
AHMSA is the largest steel producer in Mexico with the largest plant located in Northern Mexico. AHMSA was founded in 1942 and began operations in 1944. In December 1991, the company was privatized and Grupo Acerero del Norte, S.A. de C.V. (GAN) assumed control. In December 1995, GAN incorporated into AHMSA the iron ore and coal mines to convert AHMSA into an integrated steel producer in Mexico with a nominal capacity of 3.8 million MT of liquid steel per year. Since 2007, it has managed the Fénix Project, the most ambitious investment program in the Company’s history aimed at increasing installed capacity by at least 40% and enabling AHMSA to surpass 5 million MT of liquid steel per year following the incorporation of its new electric arc furnace. With this new equipment, AHMSA also expanded its ranges of steel and increased specifications, which allows the Company to enter new market niches.
In 2016, AHMSA held 14% share of the domestic steel market, 23% of the domestic market for flat products and 18% of exports from Mexico of finished steel products. The corporate headquarters and steel mills have an area of approximately 1,200 hectares and are located in Monclova, Coahuila de Zaragoza, 248 km from the U.S. border.
The information set forth in this presentation contains “forward-looking statements” within the meaning of applicable Mexican securities legislation and the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements") including but not limited to projections of revenues or losses, plans and objectives for future operations, products or services, and statements relating to future economic performance. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause AHMSA’s actual results to differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include but are not limited to regional, national or global economic, business, market and regulatory conditions and the following: (i) AHMSA’s ability to service its debt, including the outstanding non-transferable rights of each recognized creditor in the suspension of payments proceeding to receive certain payments; (ii) competition and loss of market shares; (iii) changes in AHMSA’s relationships with customers and suppliers; (iv) increases in raw material costs or interruptions in supply; (v) declines in, and volatility affecting, global prices of steel; (vi) the existence or termination of free trade agreements, such as the North American Free Trade Agreement; (vii) foreign currency exchange fluctuations; (viii) the inherently dangerous nature of mining; (ix) work stoppages, strikes or other labor disputes; (x) changes in Mexican economic policy, as well as currency instability; (xi) inaccuracies in AHMSA’s estimates of economically recoverable coal reserves; and (xii) AHMSA’s dependence on certain raw materials.
The financial and operating projections, as well as estimates of assets, are based solely on the assumptions developed by AHMSA that it believes are reasonable based upon information available to AHMSA as of the date hereof. All projections and estimates are subject to material uncertainties, and should not be viewed as a prediction or an assurance of actual future performance. The validity and accuracy of AHMSA’s projections will depend upon unpredictable future events, many of which are beyond AHMSA’s control and, accordingly, no assurance can be given that AHMSA’s assumptions will prove true or that its projected results will be achieved.