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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/28/23 National Steel Co. 20-F 12/31/22 225:66M MZ Technologies/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 6.39M
Non-Canadian Issuer
2: EX-8.1 Opinion of Counsel re: Tax Matters HTML 74K
6: EX-13.1 Annual or Quarterly Report to Security Holders HTML 49K
7: EX-13.2 Annual or Quarterly Report to Security Holders HTML 49K
8: EX-96.2 Mining Disclosure -- ex96-2 PDF 15.00M
3: EX-11.1 Statement re: the Computation of Earnings Per HTML 102K
Share
4: EX-12.1 Statement re: the Computation of Ratios HTML 52K
5: EX-12.2 Statement re: the Computation of Ratios HTML 52K
14: R1 Cover HTML 120K
15: R2 Consolidated Balance Sheets HTML 157K
16: R3 Consolidated Statements of Income HTML 103K
17: R4 Consolidated Statements of Comprehensive Income HTML 105K
18: R5 Consolidated Statements of Cash Flows HTML 192K
19: R6 Consolidated Statement of Changes in Shareholders' HTML 112K
Equity
20: R7 Description of Business HTML 67K
21: R8 Summary of Significant Accounting Policies HTML 66K
22: R9 Business Combination HTML 323K
23: R10 ScheduleOfFairValueAllocatedAmountsCompositionTabl HTML 63K
eTextBlock
24: R11 Schedule Of Fair Value Allocation Composition HTML 74K
25: R12 Cash and Cash Equivalents HTML 61K
26: R13 Financial Investments HTML 63K
27: R14 Trade Receivables HTML 75K
28: R15 Inventories HTML 67K
29: R16 Recoverable Taxes HTML 61K
30: R17 Other Current and Non-Current Assets HTML 74K
31: R18 Basis of Consolidation and Investments HTML 449K
32: R19 Property, Plant and Equipment HTML 258K
33: R20 Intangible Assets HTML 231K
34: R21 Borrowings and Financing HTML 117K
35: R22 Financial Instruments HTML 634K
36: R23 Lease Liabilities HTML 88K
37: R24 Trade Payables HTML 59K
38: R25 Other Payables HTML 74K
39: R26 Income Tax and Social Contribution HTML 138K
40: R27 Taxes in Installments HTML 59K
41: R28 Provisions for Tax, Social Security, Labor, Civil HTML 143K
and Environmental Risks and Judicial Deposits
42: R29 Provision for Environmental Liabilities and Asset HTML 58K
Retirement Obligations
43: R30 Related-Party Balances and Transactions HTML 254K
44: R31 Shareholders? Equity HTML 104K
45: R32 Shareholder's Compensation HTML 70K
46: R33 Net Revenue From Sales HTML 73K
47: R34 Expenses by Nature HTML 80K
48: R35 Other Operating Income and Expenses HTML 76K
49: R36 Financial Income (Expenses) HTML 76K
50: R37 Segment Information HTML 236K
51: R38 Employee Benefits HTML 283K
52: R39 Commitments HTML 87K
53: R40 Insurance HTML 54K
54: R41 Additional Information to Cash Flows HTML 58K
55: R42 Subsequent Events HTML 55K
56: R43 Summary of Significant Accounting Policies HTML 74K
(Policies)
57: R44 Business Combination (Tables) HTML 307K
58: R45 Cash and Cash Equivalents (Tables) HTML 58K
59: R46 Financial Investments (Tables) HTML 61K
60: R47 Trade Receivables (Tables) HTML 74K
61: R48 Inventories (Tables) HTML 65K
62: R49 Recoverable Taxes (Tables) HTML 59K
63: R50 Other Current and Non-Current Assets (Tables) HTML 73K
64: R51 Basis of Consolidation and Investments (Tables) HTML 398K
65: R52 Property, Plant and Equipment (Tables) HTML 253K
66: R53 Intangible Assets (Tables) HTML 227K
67: R54 Borrowings and Financing (Tables) HTML 116K
68: R55 Financial Instruments (Tables) HTML 614K
69: R56 Lease Liabilities (Tables) HTML 80K
70: R57 Trade Payables (Tables) HTML 56K
71: R58 Other Payables (Tables) HTML 72K
72: R59 Income Tax and Social Contribution (Tables) HTML 135K
73: R60 Taxes in Installments (Tables) HTML 58K
74: R61 Provisions for Tax, Social Security, Labor, Civil HTML 133K
and Environmental Risks and Judicial Deposits
(Tables)
75: R62 Provision for Environmental Liabilities and Asset HTML 55K
Retirement Obligations (Tables)
76: R63 Related-Party Balances and Transactions (Tables) HTML 242K
77: R64 Shareholders? Equity (Tables) HTML 99K
78: R65 Shareholder's Compensation (Tables) HTML 56K
79: R66 Net Revenue From Sales (Tables) HTML 60K
80: R67 Expenses by Nature (Tables) HTML 79K
81: R68 Other Operating Income and Expenses (Tables) HTML 74K
82: R69 Financial Income (Expenses) (Tables) HTML 74K
83: R70 Segment Information (Tables) HTML 209K
84: R71 Employee Benefits (Tables) HTML 279K
85: R72 Commitments (Tables) HTML 81K
86: R73 Additional Information to Cash Flows (Tables) HTML 56K
87: R74 Description of Business (Details Narrative) HTML 62K
88: R75 Summary of Significant Accounting Policies HTML 57K
(Details Narrative)
89: R76 Business Combination (Details) HTML 61K
90: R77 Business Combination (Details 1) HTML 58K
91: R78 Business Combination (Details 2) HTML 54K
92: R79 Business Combination (Details 3) HTML 114K
93: R80 Business Combination (Details Narrative) HTML 101K
94: R81 Business Combination (Details 4) HTML 64K
95: R82 Business Combination (Details 5) HTML 98K
96: R83 Business Combination (Details 6) HTML 58K
97: R84 Business Combination (Details 7) HTML 121K
98: R85 Business Combination (Details 8) HTML 68K
99: R86 Business Combination (Details 9) HTML 54K
100: R87 Business Combination (Details 10) HTML 128K
101: R88 Business Combination (Details 11) HTML 55K
102: R89 Business Combination (Details 12) HTML 125K
103: R90 Business Combination (Details 13) HTML 69K
104: R91 Business Combination (Details 14) HTML 57K
105: R92 Business Combination (Details 15) HTML 146K
106: R93 Cash and Cash Equivalents (Details) HTML 61K
107: R94 Financial Investments (Details) HTML 60K
108: R95 Trade Receivables (Details) HTML 65K
109: R96 Trade Receivables (Details 1) HTML 60K
110: R97 Trade Receivables (Details 2) HTML 57K
111: R98 Inventories (Details) HTML 70K
112: R99 Inventories (Details 1) HTML 54K
113: R100 Recoverable Taxes (Details) HTML 65K
114: R101 Other Current and Non-Current Assets (Details) HTML 97K
115: R102 Basis of Consolidation and Investments (Details) HTML 261K
116: R103 Basis of Consolidation and Investments (Details 1) HTML 124K
117: R104 Basis of Consolidation and Investments (Details 2) HTML 69K
118: R105 Basis of Consolidation and Investments (Details 3) HTML 56K
119: R106 Basis of Consolidation and Investments (Details 4) HTML 66K
120: R107 Basis of Consolidation and Investments (Details 5) HTML 74K
121: R108 Basis of Consolidation and Investments (Details 6) HTML 78K
122: R109 Basis of Consolidation and Investments (Details 7) HTML 162K
123: R110 Basis of Consolidation and Investments (Details 8) HTML 60K
124: R111 Basis of Consolidation and Investments (Details 9) HTML 77K
125: R112 Basis of Consolidation and Investments (Details HTML 52K
10)
126: R113 Basis of Consolidation and Investments (Details HTML 107K
Narrative)
127: R114 Property, Plant and Equipment (Details) HTML 147K
128: R115 Property, Plant and Equipment (Details 1) HTML 100K
129: R116 Property, Plant and Equipment (Details 2) HTML 59K
130: R117 Intangible Assets (Details) HTML 119K
131: R118 Intangible Assets (Details 1) HTML 55K
132: R119 Intangible Assets (Details 2) HTML 106K
133: R120 Intangible Assets (Details 3) HTML 101K
134: R121 Borrowings and Financing (Details) HTML 76K
135: R122 Borrowings and Financing (Details 1) HTML 63K
136: R123 Borrowings and Financing (Details 2) HTML 68K
137: R124 Borrowings and Financing (Details 3) HTML 83K
138: R125 Financial Instruments (Details) HTML 142K
139: R126 Financial Instruments (Details 1) HTML 82K
140: R127 Financial Instruments (Details 2) HTML 74K
141: R128 Financial Instruments (Details 3) HTML 68K
142: R129 Financial Instruments (Details 4) HTML 89K
143: R130 Financial Instruments (Details 5) HTML 68K
144: R131 Financial Instruments (Details 6) HTML 87K
145: R132 Financial Instruments (Details 7) HTML 86K
146: R133 Financial Instruments (Details 8) HTML 59K
147: R134 Financial Instruments (Details 9) HTML 78K
148: R135 Financial Instruments (Details 10) HTML 169K
149: R136 Financial Instruments (Details 11) HTML 68K
150: R137 Financial Instruments (Details 12) HTML 85K
151: R138 Financial Instruments (Details 13) HTML 58K
152: R139 Financial Instruments (Details 14) HTML 110K
153: R140 Financial Instruments (Details 15) HTML 71K
154: R141 Financial Instruments (Details 16) HTML 69K
155: R142 Financial Instruments (Details 17) HTML 65K
156: R143 Financial Instruments (Details 18) HTML 58K
157: R144 Financial Instruments (Details Narrative) HTML 63K
158: R145 Lease Liabilities (Details) HTML 59K
159: R146 Lease Liabilities (Details 1) HTML 63K
160: R147 Lease Liabilities (Details 2) HTML 64K
161: R148 Lease Liabilities (Details 3) HTML 55K
162: R149 Lease Liabilities (Details 4) HTML 58K
163: R150 Lease Liabilities (Details Narrative) HTML 60K
164: R151 Trade Payables (Details) HTML 60K
165: R152 Trade Payables (Details Narrative) HTML 51K
166: R153 Other Payables (Details) HTML 89K
167: R154 Income Tax and Social Contribution (Details) HTML 55K
168: R155 Income Tax and Social Contribution (Details 1) HTML 90K
169: R156 Income Tax and Social Contribution (Details 2) HTML 85K
170: R157 Income Tax and Social Contribution (Details 3) HTML 66K
171: R158 Income Tax and Social Contribution (Details 4) HTML 56K
172: R159 Income Tax and Social Contribution (Details 5) HTML 58K
173: R160 Income Tax and Social Contribution (Details HTML 52K
Narrative)
174: R161 Taxes in Installments (Details) HTML 60K
175: R162 Provisions for Tax, Social Security, Labor, Civil HTML 71K
and Environmental Risks and Judicial Deposits
(Details)
176: R163 Provisions for Tax, Social Security, Labor, Civil HTML 73K
and Environmental Risks and Judicial Deposits
(Details 1)
177: R164 Provisions for Tax, Social Security, Labor, Civil HTML 117K
and Environmental Risks and Judicial Deposits
(Details 2)
178: R165 Provisions for Tax, Social Security, Labor, Civil HTML 56K
and Environmental Risks and Judicial Deposits
(Details Narrative)
179: R166 Provision for Environmental Liabilities and Asset HTML 55K
Retirement Obligations (Details)
180: R167 Related-Party Balances and Transactions (Details) HTML 132K
181: R168 Related-Party Balances and Transactions (Details HTML 96K
1)
182: R169 Related-Party Balances and Transactions (Details HTML 56K
2)
183: R170 Related-Party Balances and Transactions (Details HTML 89K
3)
184: R171 Related-Party Balances and Transactions (Details HTML 57K
Narrative)
185: R172 Shareholders' Equity (Details) HTML 72K
186: R173 Shareholders' Equity (Details 1) HTML 76K
187: R174 Shareholders' Equity (Details 2) HTML 54K
188: R175 Shareholders? Equity (Details Narrative) HTML 61K
189: R176 Shareholder's Compensation (Details) HTML 76K
190: R177 Shareholder's Compensation (Details Narrative) HTML 63K
191: R178 Net Revenue From Sales (Details) HTML 61K
192: R179 Expenses by Nature (Details) HTML 76K
193: R180 Expenses by Nature (Details 1) HTML 68K
194: R181 Other Operating Income and Expenses (Details) HTML 95K
195: R182 Financial Income (Expenses) (Details) HTML 99K
196: R183 Segment Information (Details) HTML 132K
197: R184 Segment Information (Details Narrative) HTML 52K
198: R185 Employee Benefits (Details) HTML 57K
199: R186 Employee Benefits (Details 1) HTML 61K
200: R187 Employee Benefits (Details 2) HTML 67K
201: R188 Employee Benefits (Details 3) HTML 66K
202: R189 Employee Benefits (Details 4) HTML 59K
203: R190 Employee Benefits (Details 5) HTML 57K
204: R191 Employee Benefits (Details 6) HTML 65K
205: R192 Employee Benefits (Details 7) HTML 77K
206: R193 Employee Benefits (Details 8) HTML 67K
207: R194 Employee Benefits (Details 9) HTML 63K
208: R195 Employee Benefits (Details 10) HTML 74K
209: R196 Employee Benefits (Details 11) HTML 62K
210: R197 Employee Benefits (Details 12) HTML 55K
211: R198 Employee Benefits (Details 13) HTML 59K
212: R199 Employee Benefits (Details 14) HTML 57K
213: R200 Employee Benefits (Details 15) HTML 59K
214: R201 Employee Benefits (Details 16) HTML 63K
215: R202 Employee Benefits (Details 17) HTML 77K
216: R203 Employee Benefits (Details 18) HTML 61K
217: R204 Employee Benefits (Details Narrative) HTML 75K
218: R205 Commitments (Details) HTML 104K
219: R206 Insurance (Details Narrative) HTML 51K
220: R207 Additional Information to Cash Flows (Details) HTML 60K
223: XML IDEA XML File -- Filing Summary XML 447K
221: XML XBRL Instance -- sidform20f_2022_htm XML 9.59M
222: EXCEL IDEA Workbook of Financial Reports XLSX 557K
10: EX-101.CAL XBRL Calculations -- sid-20221231_cal XML 384K
11: EX-101.DEF XBRL Definitions -- sid-20221231_def XML 2.56M
12: EX-101.LAB XBRL Labels -- sid-20221231_lab XML 2.87M
13: EX-101.PRE XBRL Presentations -- sid-20221231_pre XML 3.02M
9: EX-101.SCH XBRL Schema -- sid-20221231 XSD 902K
224: JSON XBRL Instance as JSON Data -- MetaLinks 884± 1.17M
225: ZIP XBRL Zipped Folder -- 0001292814-23-001912-xbrl Zip 19.62M
Policy for the Disclosure of Material Facts and the Trading of Securities Issued by
COMPANHIA SIDERÚRGICA NACIONAL
Publicly-Held Company
CNPJ/MF No. 33.042.730/0001-04
NIRE 35300396090
| |
Policy for the Disclosure of Material Facts and the Trading of Securities Issued by CSN |
1. DEFINITIONS
The capitalized terms and expressions mentioned in this Policy have the following meanings:
Controlling Shareholder: Shareholder or group of shareholders that exercises, directly or indirectly, control over the Company, pursuant to the Brazilian Corporate Law.
Members of Management: The executive officers and the members of the Board of Directors of the Company;
Material Act or Fact: Any decision made by the Controlling Shareholder, resolutions taken at shareholders’ meetings or management bodies of the Company, or any other political-administrative, technical, business or economic-financial act or fact that occurred or is related to the business of the Company, and which may have a significant influence on: (i) the trading price of Securities issued by the Company or its Subsidiaries and Affiliates, or securities referenced to them; (ii) the decision of investors to purchase, sell or hold the Securities; and (iii) the decision of investors to exercise any rights inherent to their condition, as owners of Securities or securities referenced to them.
Stock Exchanges: Stock exchanges in which the Securities issued by the Company are admitted to trading, in Brazil or abroad.
Employees and Executives with Access to Material Information: Employees and executives of the Company, pursuant to Brazilian Labor Law (Consolidação das Leis do Trabalho), trainees or outsourced workers engaged by the Company who, as a result of their title, function or position in CSN and its Subsidiaries and Affiliates, have access to any Privileged Information, continuously or sporadically.
Affiliates: Companies in which CSN has significant influence on their management, without controlling them. “Significant influence” means the power to participate in decisions regarding the financial, business and operating policies of the company, including by holding direct or indirect equity interest of 10% or more in the voting capital.
Company or CSN: Companhia Siderúrgica Nacional.
Consultants: All persons having a business, professional or trust relationship with the Company, including those providing independent audit services, advice, assessment services, legal advice, intermediation services, accounting services, securities distribution services, or any persons who, as a result of their relationship with the Company, have access to Privileged Information.
Subsidiaries: Companies in which CSN, directly or through other subsidiaries, holds owner’s rights that permanently ensure its prevalence in corporate resolutions and the power to elect most members of management.
CVM: The Brazilian Securities Commission.
Investor Relations Officer: The Investors Relations Officer, responsible for providing information to the CVM, the SEC and Stock Exchanges or over-the-counter market entities in which Securities are admitted to trading, as well as for maintaining and updating CSN’s record as issuer of securities with the CVM and the SEC. The Investor Relations Officer is also responsible for the application and monitoring of this Policy.
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| | Policy for the Disclosure of Material Facts and the Trading of Securities Issued by CSN |
Former Members of Management: Former Executive Officers and former members of the Board of Directors who no longer are members of the management of the Company.
Privileged Information or Material Information: All information related to a Material Act or Fact that has not yet been disclosed to the market, regulatory agencies, Stock Exchanges and shareholders and investors in general.
CVM Instruction No. 358: CVM Instruction No. 358, dated January 3, 2002, as amended.
Brazilian Corporate Law: Law No. 6,404, dated December 15, 1976, as amended.
Technical and Consulting Bodies: The bodies of the Company, created or that may be created pursuant to the Company’s bylaws, holding technical functions or intended to advise the Members of Management.
Connected Persons: Persons connected to the Members of Management, members of the Fiscal Council and members of the Technical and Consulting Bodies, as follows: (i) spouse, not judicially separated; (ii) partner; (iii) any dependent included in their annual income tax return; and (iv) companies that are directly or indirectly controlled by and affiliated of Members of Management and similar persons or Connected Persons.
Bound Persons: The Company, its direct and indirect Controlling Shareholder, Members of Management and members of the Fiscal Council and any other Technical and Consulting Bodies and Employees and Executives with Access to Material Information, Subsidiaries and Affiliates and relevant controlling shareholders, members of management and Technical and Consulting Bodies, and Consultants, who have expressly adhered to this Policy and are required to comply with the rules provided herein.
Policy: This document, which constitutes the set of rules and procedures related to the disclosure of Material Acts or Facts and the trading of Securities, pursuant to CVM Instruction No. 358.
News Portal: Electronic address habitually used by the Company for the publication of its Material Facts, pursuant to the regulations issued by the CVM, at: [http://publicidadelegal.folha.uol.com.br].
Investors: Investors in Securities, analysts and other agents of the capital markets.
SEC: The Securities and Exchange Commission, the regulatory agency of the capital markets in the United States of America.
Adhesion Agreement: Formal instrument for the adhesion to the rules and procedures set forth in this Policy, to be executed by the Bound Persons, pursuant to Article 16, paragraph 1, of CVM Instruction No. 358. Those who execute the Adhesion Agreement express their awareness of the rules set forth in this Policy, undertaking the obligation to follow them and ensure that these rules are complied with by persons who are under their influence, including Subsidiaries, Affiliates or companies under common control, as well as Bound Persons in regard to these signatories.
Securities: Pursuant to Article 2 of Law No. 6,385, dated December 7, 1976, as amended, any shares, debentures, subscription warrants, coupons, rights, subscription receipts, coupon split certificates, subscription rights and receipts, debenture notes, membership interest in securities investment funds or investment clubs regarding any assets, commercial papers, futures and option contracts and other derivatives, whose underlying assets are securities, other derivative contracts, regardless of the underlying assets, and, when subject to a public offering, any other collective investment instruments or contracts that create interest, partnership or compensation rights, including as a result of services provided, whose income derives from the efforts of entrepreneurs or third parties, all issued by CSN or referenced to them, which, by legal determination, are considered securities, existing on the date of approval of this Policy or that may be subsequently created.
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| | Policy for the Disclosure of Material Facts and the Trading of Securities Issued by CSN |
2. FUNDAMENTAL PRINCIPLES
The conduct of the persons subject to this Policy must be based on the values of good faith, loyalty, truth and transparency.
Investment decisions, including the decisions to sell, purchase or hold, are exclusively made by each investor and must be based on the analysis and interpretation of information disclosed to the market and never through privileged access to this information.
CSN will make available material information about the Company whenever necessary, in a clear, accurate and timely manner, ensuring an equal and transparent disclosure to all stakeholders, not privileging certain stakeholders to the detriment of others, thus avoiding the undue use of Privileged Information in the securities market by persons who have access to it, for their own benefit or the benefit of third parties, to the detriment of investors in general, the Securities markets and the Company.
The information made available to Investors must be based on transparency, i.e., it must reflect as accurately as possible the operations and the economic-financial condition of CSN. All disclosure of Material Acts or Facts or any other disclosure of information must comply with this Policy and applicable law.
3. PURPOSE AND PERSONS SUBJECT TO THIS POLICY
The purpose of this Policy is to set forth the rules and procedures for the disclosure of Material Acts or Facts, as well as for the trading of Securities, to be followed by the Company and: (i) Members of Management; (ii) the Controlling Shareholder; (iii) members of the Fiscal Council and other Technical and Consulting Bodies; (iii) Consultants, Employees and Executives with Access to Material Information; and (iv) all those who, as a result of their title, function or position in the Company, the Controlling Shareholder, Subsidiaries and Affiliates, have access to Material Information.
Persons who fit one of the aforementioned categories must formally adhere to this Policy, by executing the Adhesion Agreement, in the form included in Annex 1 of this Policy.
In compliance with paragraphs 1 and 2 of Article 16 of CVM Instruction No. 358, CSN will keep at its headquarters, at the disposal of the CVM, for the period the signatories maintain a relationship with the Company, and for at least five years after they leave the Company, an updated list of persons that executed the Adhesion Agreement, including, among others, the information required in paragraph 2 of Article 16 of the aforementioned instruction.
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| | Policy for the Disclosure of Material Facts and the Trading of Securities Issued by CSN |
4. POLICY FOR THE DISCLOSURE OF MATERIAL ACT OR FACT
This item 4 of the Policy provides for the disclosure of information that represents a Material Act or Fact related to the Company and Subsidiaries, based on the principles of transparency, information symmetry, equal treatment and respect for Investors’ rights.
The objective of the disclosure of a Material Act or Fact is to ensure Investors and shareholders in general the timely availability of the information required by them to make investment decisions.
4.1. Definition of Material Act or Fact
Pursuant to Article 2 of CVM Instruction No. 358, Material Act or Fact is any decision made by the Controlling Shareholder, resolutions taken at shareholders’ meetings or management bodies of the Company, or any other political-administrative, technical, business or economic-financial act or fact that occurred or is related to the business of the Company, and which may have a significant influence on:
| (i) | the trading price of Securities or securities referenced to them; |
| (ii) | the decision of investors to purchase, sell or hold the Securities; and |
| (iii) | the decision of investors to exercise any rights inherent to their condition, as owners of Securities or securities referenced to them. |
Article 2 also provides a non-exhaustive list of examples of Material Acts or Facts, which list will not be included here. In any event, the potential impact of each act or fact that may be material must be assessed, considering the activities and size of the Company, as well as the information already disclosed. If the management of the Company understands that the information may potentially affect trading prices or investment decisions, this information must be considered material and disclosed pursuant to CVM Instruction No. 358 and this Policy.
4.2. Disclosure of Notices to the Market
For purposes of this Policy, a Notice to the Market is the means by which the Company discloses information that is not a Material Act or Fact, and is considered useful for disclosure to shareholders and the market, even if this disclosure is not required pursuant to applicable laws and regulations, thus ensuring that this information is comprehensively and consistently disclosed.
Notices to the Market are also disclosed for purposes of the communications set forth in Article 12 of CVM Instruction No. 358, as well as for clarifications regarding questions made by the CVM, the SEC or Stock Exchanges.
Notices to the Market are also disclosed on the Investor Relations website of the Company and may or may not be made available at the News Portal adopted by the Company, pursuant to item 4.5 below, at the discretion of the Investor Relations Officer.
4.3. Duties, Responsibilities and Procedures regarding the Disclosure of Material Acts or Facts
All information regarding Material Acts or Facts of the Company must be centralized in the Investor Relations Officer, responsible for its remittance and for ensuring its broad and immediate dissemination, simultaneously in all markets in which the Securities are admitted to trading, pursuant to Article 3 of CVM Instruction No. 358.
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| | Policy for the Disclosure of Material Facts and the Trading of Securities Issued by CSN |
To allow the Investor Relations Officer to fulfill his or her duties, Bound Persons are required to promptly inform him or her about any Material Act or Fact that they are aware of, so that the Investor Relations Officer may take the measures required for disclosure, as set forth in item 4.5 below.
If the Bound Persons are personally aware of a Material Act or Fact and find any omission by the Investor Relations Officer in fulfilling his or her duty to disclose, the Bound Persons will only be exempt from liability if they immediately inform the Material Act or Fact to the CVM.
CSN areas must spontaneously and promptly provide complete information to the Investor Relations Officer, who, together with the general counsel and the executive officers involved in the transactions that originated the potential disclosure, will decide whether the information must be disclosed as a Material Act or Fact or Notice to the Market or whether the information is not required to be made public. The document to be disclosed must be duly revised and approved by the general counsel, the executive officer of the involved area and the Investor Relations Officer.
In the event of atypical oscillation in trading price, price or number of Securities traded, the Investor Relations Officer must verify internally the occurrence of any type of information leak, especially in regard to persons with access to Material Information. Subsequently, the Investor Relations Officer must act to correct any deviations that may be detected in regard to the provisions of this Policy.
In the event of leak of Material Information, the Investor Relations Officer must be promptly informed, so that he or she may assess the extent and severity of the fact and arrange the disclosure to the market that he or she believes is appropriate in the circumstances, avoiding the maintenance of the information asymmetry, in any event subject to item 4.4 below.
Any meetings with professional entities, analysts or selected public, in Brazil or abroad, regarding matters that may be Material Information, may only be held by Members of Management, with the attendance of the Investor Relations Officer or other person appointed by him or her to this end. Otherwise, the content of the meeting must be reported to the Investor Relations Officer, in regard to matters that may be Material Information, so that any Material Information is simultaneously disclosed to the market.
The Investor Relations Officer is responsible for providing any additional clarifications to the competent agencies, if requested, as well as confirmation, correction or clarification regarding information on Material Acts or Facts to the CVM, the SEC and Stock Exchanges.
The Investor Relations Officer is responsible for the application and monitoring of the rules set forth in this Policy.
4.4. When and to Whom Inform and Disclose
The Investor Relations Officer must inform and disclose the Material Act or Fact that occurred or is related to the business of the Company, simultaneously to the CVM, the SEC, Stock Exchanges and Investors in general, immediately after its occurrence, and, whenever possible, before the beginning or after the closing of trading in Stock Exchanges, preferably after the closing of trading. If disclosure is required to be made before the opening of the trading session, it must be made, if possible, at least one hour in advance, to avoid delays in the beginning of trading; in case of incompatibility, the trading hours of the Brazilian market prevails.
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| | Policy for the Disclosure of Material Facts and the Trading of Securities Issued by CSN |
If disclosure is absolutely required to be made during trading hours, the Investor Relations Officer may, when disclosing the Material Act or Fact, request the suspension of trading of the Securities in all markets in which they are traded, for the time required for the appropriate dissemination of the Material Information.
If undisclosed Material Information is intended to be disclosed by any means of communication, including via press releases and meetings of professional entities, investors, analysts or selected public, in Brazil or abroad, the Investor Relations Officer must be warned about such disclosure by whomever is aware of the information and its details, so that the Investor Relations Officer may arrange a prior or simultaneous disclosure to the market.
4.5. Means of Disclosure of Material Acts and Facts
The disclosure of a Material Act or Fact involving CSN must be made at the News Portal, pursuant to paragraph 4 of Article 3 of CVM Instruction No. 358.
4.6. Exceptions to the Obligation to Disclose
The Material Act or Fact, as a rule, must be disclosed immediately. However, exceptionally, if the Controlling Shareholder or the Members of Management understand that the disclosure of a Material Act or Fact will endanger a legitimate interest of the Company, they may not disclose it, informing the Investor Relations Officer.
The Material Act or Fact must be immediately disclosed, by the Controlling Shareholder or Members of Management, directly or through the Investor Relations Officer, if the Material Information is out of control or in the event of atypical oscillation in trading price, price or number of traded Securities.
4.7. Duty of Secrecy
The Controlling Shareholder, Members of Management, members of the Fiscal Council, Employees and Executives with Access to Material Information, any member of other Technical and Consulting Bodies, Consultants or those who, as a result of their title or function, entered into the Adhesion Agreement, are required to: (i) keep the secrecy of the information related to the Material Act or Fact to which they had privileged access until broad disclosure to the market pursuant to this Policy; and (ii) cause their subordinates and third parties of their trust to do the same, being jointly and severally liable with them for non-compliance. Similarly, they must comply with regulations on the provision of Privileged Information, as well as on its use in the trading of Securities.
In the event of doubts whether Privileged Information is material or not, the Investor Relations Officer must be contacted to answer any questions.
The Investor Relations Officer may exceptionally submit to the CVM the decision to maintain the secrecy of a Material Act or Fact whose disclosure he or she believes may represent indisputable risks to legitimate interests of CSN.
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Additionally, the Company:
| a) | must ensure that only persons who are absolutely required in actions encompassing Privileged Information are involved, and these persons must execute a confidentiality agreement; |
| b) | must inform the involved parties about their legal liability, warning them that ongoing transactions, acts or facts are secret and must not be commented on or discussed in public places, including elevators, restaurants, events, etc., or with any persons who are not involved in the relevant matters, including family members, relatives and friends; |
| c) | must ensure that the means on which the information is stored, whether on paper or magnetic media, are kept in safety, and that access is only permitted to required and authorized persons, who must be instructed not to transfer or transmit it to third parties without the adequate protection; and |
| d) | must maintain, at the Company’s headquarters, a list of persons who are aware of the Material Information before its disclosure to the market. |
5. POLICY FOR THE TRADING OF SECURITIES ISSUED BY THE COMPANY
This item 5 of the Policy sets forth the rules for the trading of Securities, establishing the rules of conduct and the procedures to be followed by the Company, Bound Persons and Connected Persons upon the trading of Securities, pursuant to CVM Instruction No. 358, in order to avoid the assumption of inadequate use of Material Information and show Investors that the Company is concerned with the fairness and transparency of transactions involving its Securities.
This Policy sets forth the periods in which the Company, Bound Persons and Connected Persons must abstain from directly or indirectly trading Securities.
This Policy also applies to trading conducted by Bound Persons through: (i) companies directly or indirectly controlled by them; (ii) any third parties who are contractually engaged to act as trustees or stock portfolio managers; and (iii) spouses who are not judicially separated, partners, children and any dependents included in their annual income tax return.
The restrictions included in this Trading Policy do not apply to trading conducted through investment funds in which Bound Persons hold membership interest, provided that these funds are not exclusive and that the trading decisions of the investment fund administrator or manager is not influenced by the owners of membership interest.
The prohibitions to trading set forth in this Policy apply to trading conducted in Stock Exchanges, as well as to trading conducted without the intervenience of an institution that is a member of the distribution system.
5.1. Prohibition on Trading
The trading of Securities is prohibited in the following events:
| a) | before the disclosure to the market of a Material Act or Fact, pursuant to this Policy, by the Company, Bound Persons, Connected Persons and those who, as a result of their title, function or position in the Company, its Controlling Shareholder, Subsidiaries or Affiliates, are aware of information related to the Material Act or Fact, until CSN discloses this information to the market; |
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| b) | by the direct or indirect Controlling Shareholder, as well as by Members of Management, during an ongoing acquisition or sale of shares issued by the Company, conducted by the Company, its Subsidiaries, Affiliates or other company under common control, or if an option or power of attorney is granted to this end; |
| c) | by the Company, the Bound Persons and the Connected Persons, whenever there is an intention to promote the merger, total or partial spin-off, consolidation, transformation or corporate reorganization; |
| d) | by the Company, the Bound Persons and the Connected Persons after the disclosure of a Material Act or Fact if the trading may, at CSN’s discretion, interfere in the conditions of trading of shares issued by CSN, resulting in loss to CSN or its shareholders. Whenever CSN decides to maintain the prohibition on trading, the Investor Relations Officer must disclose this decision through a written communication to these persons; |
| e) | by former Members of Management who left the management of the Company before the disclosure of Material Information originated during the time they held management positions; this prohibition extends until the end of a six-month period beginning on the date they left the Company, or until disclosure, by CSN, of a Material Act or Fact to the market, unless, in the latter event, the trading of shares issued by CSN after the disclosure of the Material Act or Fact may interfere in the conditions of the referred transactions, to the detriment of the shareholders of CSN or CSN, at all times prevailing the event that occurs first; and |
| f) | by the Company, the Bound Persons and the Connected Persons in the period of 15 days before the disclosure of quarterly information (ITR) and annual financial statements (DFP), as required by the CVM. |
CSN’s Board of Directors cannot pass a resolution on the acquisition or sale of shares issued by CSN while the events described in the following items are not made public through the disclosure of a Material Act or Fact:
| a) | the existence of the intention to promote a merger, total or partial spin-off, incorporation, transformation or corporate reorganization; |
| b) | the execution of any agreement or contract to transfer CSN’s control; or |
| c) | the granting of an option or power of attorney for the transfer of CSN’s control. |
If, after the approval of the repurchase program, a fact occurs fitting any of the three aforementioned items, CSN will immediately suspend transactions involving shares issued by CSN until the disclosure of the relevant Material Act or Fact.
Under no circumstance will the Company trade shares issued by it in the lock-up periods set forth in this Policy and in applicable law.
The aforementioned prohibitions to trading do not apply to transactions involving shares held in treasury, conducted by the Company through private transactions, as a result of the exercise of stock options agreed upon in any stock option plan, approved by the Shareholders’ Meeting.
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In addition to the lock-up periods set forth in CVM Instruction No. 358, the Investor Relations Officer may, at his or her sole discretion, establish the periods in which Bound Persons cannot trade Securities, through an internal communication sent by e-mail. The Investor Relations Officer is not required to justify the decision to establish these discretionary lock-up periods, and this communication must be treated as confidential by its recipients.
5.2. Restriction on Changes on Trading Rules
The trading rules set forth in this Policy cannot be changed while a Material Act or Fact is not disclosed and any changes must be mandatorily informed to the CVM and Stock Exchanges.
5.3. Communication of information on trading conducted by Members of Management, Connected Persons, Subsidiaries, Affiliates and the Company
Members of Management, members of the Fiscal Council and members of any Technical and Consulting Bodies are required to inform the Company about the ownership of and trading of Securities issued by CSN, its Controlling Shareholder or Subsidiaries that are publicly-held companies, in the Form included in Annex 2 of this Policy. This communication must also cover trading of derivatives or any other securities referenced to Securities issued by the Company, its Controlling Shareholder or Subsidiaries, provided that they are publicly-held companies.
The communication referred to in the paragraph above must also indicate the Securities issued by the Company, its Controlling Shareholder or Subsidiaries, provided that they are publicly-held companies owned by the relevant spouse, partner, any dependent included in their income tax return and companies directly or indirectly controlled by them.
This communication must be sent to the Investor Relations Officer or to the persons indicated by him or her to this end, containing, at least, the following information:
| (a) | name and identification of the sender, indicating the Corporate Taxpayer Identification Number (Cadastro Nacional de Pessoas Jurídicas) or Individual Taxpayer Identification Number (Cadastro de Pessoas Físicas); |
| (b) | number, by type and class, in the case of shares, and other characteristics, in the case of other securities, and the identification of the issuer company and the stock position held before and after the trading; and |
| (c) | form of acquisition or sale, price and date of the transactions. |
The communication must be made by the aforementioned persons as follows:
| (a) | within five business days from the date of each transaction; and |
| (b) | on the first business day after the person takes office. |
The Investor Relations Officer is responsible for transmitting to the CVM the aforementioned information, as well as information related to trading conducted by the Company, its Subsidiaries or Affiliates, within ten days after the end of the month in which stock positions held changed, or ten days after the end of the month in which the aforementioned persons took office.
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The Company must maintain in electronic files, for at least five years, proof of remittance and receipt of exchanged messages regarding the changes in stock position.
5.4. Communication and Disclosure of Material Trading
The direct or indirect Controlling Shareholder, shareholders who elect members of the Board of Directors or Fiscal Council, and any individual or legal entity, or group of persons, acting together or representing the same interest, must immediately inform the Company, pursuant to Article 12 of CVM Instruction No. 358, about the acquisition or sale of material equity interest, i.e., a transaction or a series of transactions through which the direct or indirect equity interest held by the aforementioned persons increases or decreases by 5%, 10%, 15% and so on, successively, in regard to the type or class of shares representing the capital stock of CSN.
The obligation to inform includes the acquisition of any rights on Securities and trading conducted indirectly through third parties who are contractually engaged as trustees or administrators of portfolios of shares, except for transactions conducted by funds under discretionary management.
In the event of derivatives referenced to shares of a certain class or type, these derivatives and other securities referenced to shares must be taken into account for purposes of the relevant disclosure.
The communication about the reach of the acquisition or sale of material equity interest referred to in this item must be made immediately after the referred equity interest is achieved, containing the information described in the Form included in Annex 3 of this Policy, and must be disclosed by the Investor Relations Officer to the CVM and the SEC immediately after the receipt of the communication by the Company.
If the acquisition results in change in, or is conducted to change, the share control or the administrative structure of the Company, as well as in the event of an acquisition that creates the obligation to conduct a tender offer, pursuant to applicable law, the purchaser must also disclose a Material Fact, pursuant to Article 3 of CVM Instruction No. 358, containing, at least, the information set forth in Articles 9 and 10, sole paragraph, of CVM Instruction No. 358.
6. MISCELLANEOUS
6.1. Third-party Liability
The provisions of this Policy do not exclude the liability set forth in applicable laws and regulations and imposed on third parties that are not directly related to the Company, are aware of a Material Act or Fact and may trade Securities.
6.2. Liability of Bound Persons
Bound Persons and Connected Persons who do not comply with any provisions of this Policy and applicable law are required to fully reimburse the Company and/or third parties, without limitation, for all losses that the Company and/or third parties may incur as a direct or indirect result of their non-compliance.
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6.3. Approval of and Amendments to this Policy
This Policy was approved by the Board of Directors, in the meeting held on December 15, 2016, effective for an indefinite term, and any amendment hereto must be submitted to the Board of Directors and, if approved, it must be informed to the CVM and Stock Exchanges.
7. REFERENCE DOCUMENTS
CVM Instruction No. 358
CVM Instruction No. 480, dated December 7, 2009, as amended
The Sarbanes-Oxley Act
U.S. Securities Exchange Act of 1934 (Exchange Act)
CSN’s Policy of Conduct and Disciplinary Monitoring
CSN’s Code of Ethics
8. ANNEXES
Annex 1 – Form of Adhesion Agreement
Annex 2 – Form of “Securities Traded and Held”
Annex 3 – Form of “Acquisition or Sale of Material Equity Interest”
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Annex 1 – Form of Adhesion Agreement
Agreement for the Adhesion to the Policy for the Disclosure of Material Act or Fact
and for the Trading of Securities Issued by CSN
By this instrument, I, _________________________ (name and full identification of the undersigned), CPF No. _______________________ , as ___________________________ (indicate the title, function or relationship with the company), represent, for all legal purposes, that I am fully aware of the Policy for the Disclosure of Material Act or Fact and for the Trading of Securities of Companhia Siderúrgica Nacional S.A., a publicly-held company, headquartered at Av. Brig. Faria Lima, 3400, 19th and 20th floors and 15th floor (part), in the city of São Paulo, State of São Paulo, enrolled with the Corporate Taxpayer’s Registry (CNPJ/MF) under No. 33.044.730/0001-04, approved by the Board of Directors of the Company, in the meeting held on December 15, 2016, setting forth the criteria regarding the disclosure of material acts and facts, communication of ownership and trading of securities and secrecy of material information, undertaking to follow and comply with the rules set forth in this Policy and immediately inform CSN of any changes in my record data.
This Adhesion Agreement is executed in two equal counterparts, one of which will be filed at the Company’s headquarters, before the two undersigned witnesses.
São Paulo, ___________ ___, 201__.
__________________________________________
(Full name and CPF of the undersigned)
Witnesses: (2)
__________________________________________
(Name, RG, CPF)
__________________________________________
(Name, RG, CPF)
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Annex 2 – Form of “Securities Traded and Held”
| Trading of Securities of the Company, by Publicly-Held Companies that are Subsidiaries of the Company and/or its Controlling Shareholder | ||
| Period: [month/year] | ||
| Name of the Purchaser or Seller: | ||
| Identification: | ||
| CNPJ/CPF: | ||
| Dates of transactions: | ||
| Issuer Company: | ||
| Type of Transaction: | ||
| Type of Security: | ||
| Total Amount: | ||
| Number by Type and Class: | ||
| Form of acquisition or sale: | ||
| Price: | ||
| Position held: | Before trading: | After trading: |
| Other Material Information: | ||
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Annex 3 – Form of “Acquisition or Sale of Material Equity Interest”
| Acquisition or Sale of Material Equity Interest in CSN | ||
| Period: [month/year] | ||
| Name of the Purchaser or Seller: | ||
| Identification: | ||
| CNPJ/CPF: | ||
| Dates of transactions: | ||
| Issuer Company: | ||
| Type of Transaction: | ||
| Type of Security: | ||
| Amount Intended: | ||
| The transactions aimed at changing the share control or the administrative structure of the Company | ( ) Yes | ( ) No |
| Number by Type and Class: | ||
| Price: | ||
| Purpose of the Equity Interest | ||
| Number of convertible debentures already held, directly or indirectly: | ||
| Amount of shares subject to conversion into debentures, by type and class, as applicable: | ||
| Amount of other securities already held, directly or indirectly: | ||
| Indication of any agreement or contract providing for the exercise of voting rights or the purchase and sale of securities issued by the Company: | ||
| Other Material Information: | ||
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 4/28/23 | |||
| Filed on: | 4/27/23 | |||
| For Period end: | 12/31/22 | 6-K | ||
| 12/15/16 | ||||
| 12/7/09 | ||||
| 1/3/02 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/01/24 National Steel Co. 20-F 12/31/23 223:32M MZ Technologies/FA 4/26/24 National Steel Co. 20-F/A 12/31/22 2:18M MZ Technologies/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/18/22 National Steel Co. 20-F 12/31/21 213:47M MZ Technologies/FA 2/24/22 Citibank, N.A./ADR F-6 3:534K National Steel Co. E-Data Systems, Inc./FA 4/13/21 National Steel Co. 20-F 12/31/20 217:25M MZ Technologies/FA 4/03/20 National Steel Co. 20-F 12/31/19 6:7.1M MZ Technologies/FA 11/27/17 National Steel Co. 6-K 12/31/17 1:339K MZ Technologies/FA |