Exhibit 4.3
CALIFORNIA STEEL INDUSTRIES,
INC.
RESTATED SHAREHOLDERS’
AGREEMENT
April 1, 2008
RIO DOCE LIMITED
COMPANHIA VALE DO RIO DOCE
JFE STEEL CORPORATION
SHAREHOLDERS’ AGREEMENT
RIO DOCE LIMITED
(hereinafter called “RDL”), a corporation organized and
existing under the laws of the State of New York, USA with its
principal office at 800 Third Avenue, 19 th Floor, c/o Geller &
Company, New York, NY 10022, USA, an affiliated corporation of
COMPANHIA VALE DO RIO DOCE (hereinafter called “CVRD”),
a corporation organized and existing under the laws of the
Federative Republic of Brazil with its principal office at Avenida
Graça Aranha, 26, Rio de Janeiro, Brazil, on one
side.
JFE Steel Corporation, (hereinafter
called “JFE”), a corporation organized and existing
under the laws of Japan with its principal office at 2-3
Uchisaiwai–cho 2-chome, Chiyoda-ku, Tokyo, Japan, on the
other side.
RDL and JFE hereinafter sometimes
referred to individually as a “Party” and collectively
as the “Parties”;
WITNESSETH THAT:
WHEREAS, California Steel
Industries, Inc. (hereinafter called “the Company”) was
organized in 1984 to acquire the assets of the former Kaiser Steel
Corporation in Fontana, California, and to use those assets in the
manufacture and sale of steel products; and
WHEREAS, the Parties, through the
assignment of their personnel to the Company in positions of
management and operations, have brought extensive experience in the
steel industry to the development of the business of the Company;
and
WHEREAS, the Company has undertaken
substantial investment and efforts to modernize the manufacturing
infrastructure of the Fontana facilities with resulting
achievements in plant safety and efficiency; and
WHEREAS, the Company has
successfully proven a business model based upon manufacturing
product from semi-finished steel slab, being the first Company in
the United States to operate under such model; and enabling
the Company to become the leading producer of flat rolled steel in
the western United States, producing the widest range of flat
rolled steel products in the region, including hot rolled, cold
rolled and galvanized coil and sheet, and enabling the Company to
become the leading producer of flat rolled steel in the western
United States, producing the widest range of flat rolled steel
products in the region, including hot rolled, cold rolled and
galvanized coil and sheet; and
WHEREAS, the success of the Company
in part has been due to the agreements and relationship between the
Parties as reflected in earlier versions of this
Shareholder’s Agreement; and
WHEREAS, RDL and JFE desire to
continue to provide for the success and efficient operation of the
Company by setting forth certain principles and agreements between
the shareholders of the Company;
NOW THEREFORE, in consideration of the premises
and covenants herein contained, the Parties do hereby agree as
follows:
ARTICLE 1 OBJECT
The Parties agree that the object of
this Agreement is to provide a framework for the organization and
operation of the Company which builds upon the success of the
Company as described in the recitals above and provides a platform
for continued growth and profitability. Any matter which is not
directly addressed in this Agreement shall be governed by the terms
of the Certificate of Incorporation or the Bylaws of the
Company.
ARTICLE 2 CAPITAL
STOCK
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2.1
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The capital
stock of the Company is currently distributed between the Parties
as follows:
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Common Shares of the Company
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RDL
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50
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%
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JFE
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50
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%
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2.2
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The
characteristics and rights of the common stock of the Company shall
be as set forth in the Certificate of Incorporation, as the same
may be amended in accordance with Article 3.
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2.3
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In the event
the capital stock of the Company is increased from time to time,
such increase shall be represented by the common stock, and/or the
preferred stock, as agreed upon between the Parties, and each of
the Parties shall have the right and obligation to subscribe to and
pay fully for such new shares in proportion to their respective
shareholding ratio of the common stock of the Company. However,
either Party may let its Affiliated Corporation(s) subscribe, in
whole or in part, to the share to be issued to it pursuant to the
provisions of Section 9.2 hereof.
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2.4
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For the purpose
of this Agreement, “Affiliated Corporation” means a
corporation which, directly or indirectly, controls, is controlled
by, or is under common control with the Party and has a common
policy with respect to this Agreement. As used herein, the term
“control” means the ownership of more than fifty
percent(50%) of the outstanding voting stock of the corporation
concerned, but shall include also any direct or indirect stock
ownership which permits de facto control.
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ARTICLE 3 AMENDMENT TO
CERTIFICATE OF INCORPORATION AND BYLAWS
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3.1
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The Certificate
of Incorporation and Bylaws of the Company may be amended from time
to time upon mutual agreement between the Parties in accordance
with the procedure set forth under Section 4.3
hereof.
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3.2
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The Parties
recognize that the contents of the Certificate of Incorporation and
Bylaws of the Company shall always be read, interpreted and applied
within the spirit and the provisions of this Agreement. The Parties
recognize further that the contents of certain provisions of the
Certificate of Incorporation and Bylaws are more fully explained in
this Agreement.
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ARTICLE 4 MEETING OF
SHAREHOLDERS
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4.1
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There shall be
an annual meeting of the Shareholders to elect directors, provided,
however, that no annual meeting of the Shareholders shall be
required if the Shareholders take action at least once a year to
elect directors by unanimous written consent. Notwithstanding the
foregoing, an annual meeting of the Shareholders may be held once a
year to discuss the business of the Company at such date, time and
place as the Board of Directors may determine.
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4.2
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The special
meetings of Shareholders may be called at any time by the Chairman
of the Board of Directors, upon resolution of the Board of
Directors or upon the written request of any Shareholder. The
special meetings of Shareholders shall be held at such place as the
Board of Directors shall direct. At any special meeting of
Shareholders, only such matters shall be discussed and decided as
have been indicated by specific description in the notice
thereof.
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4.3
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The
Shareholders shall establish the general policies and guidelines
for the administration of the Company. Furthermore, no action shall
be taken on the matters specified below without the approval of the
Shareholders, which approval shall be given at a meeting called to
discuss such matters or by unanimous written consent in lieu of
such a meeting:
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(1)
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Change in the
business purposes of the Company;
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(2)
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Dissolution or
liquidation of the Company, or merger or consolidation of the
Company with any other corporation or entity;
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(3)
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Disposition of
the whole or an important part of the business or assets of the
Company;
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(4)
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Acquisition of
the whole or any important part of the business or assets of any
other corporation or entity;
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(5)
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Establishment
of a subsidiary company of the Company or acquisition of the
capital stock of any other entity;
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(6)
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Amendment of
the Certificate of Incorporation and Bylaws of the
Company;
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(7)
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Increase or
decrease of the capital stock of the Company;
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(8)
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Redemption of
the preferred stock or conversion of the preferred stock into the
common stock;
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(9)
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Issuance of
debentures convertible to stocks;
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(10)
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Appointment of
the members of the Board of Directors of the Company;
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(11)
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Medium-term
Business Plan of the Company including Investment Plan and its
Annual Revisions;
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(12)
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Investment for
improvement or expansion of the Company in excess of [two million
five hundred thousand] U.S. dollars (U.S. [$2,500,000]), provided,
however, that detailed information concerning any proposed capital
expenditure shall be submitted to the Parties no less than thirty
(30) days prior to any meeting or date upon which approval is
being requested;
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(13)
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Contracts for
leasing out the whole or an important part of the business or
assets of the Company;
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(14)
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recommendations
of the Shareholders to the Board of Directors regarding the
disposition of profits or dealing with losses of the Company;
and
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(15)
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Approval of the
Board’s annual report and the annual financial statement of
the Company.
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4.4
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Written notice
of each meeting of Shareholders, whether it is an annual or a
special meeting of Shareholders, specifying the place, day and time
of the meeting and the purposes thereof, shall be delivered to each
Party at least fifteen (15) days before the meeting. Such
notice may be given by telefax, telex or airmail, addressed to each
Party at its address registered on the books of the
Company.
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4.5
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Meetings of the
Shareholders may be held remotely via electronic means, provided
that (a) the Company shall implement reasonable measures to
permit all shareholders or proxyholder participating in the meeting
to communicate with each other simultaneously and instantaneously,
and to vote on matters submitted to the shareholders meeting; and
(b) if any shareholder or proxyholder votes or takes other
action at the meeting held via electronic means, a record of such
vote or other action shall be maintained by the Company.
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4.6
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The Parties
specifically agree that the meeting of Shareholders shall be
legally convened only when both Shareholders are present, or
legally represented by their respective agents, and the decisions
thereat shall only be made the unanimous vote of the
Parties.
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4.7
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Each Party
entitled to vote shall have the right to do so either in person or
by an agent or agents authorized by a written proxy executed by
such Party and filed with the Secretary of the Company, provided
that no such proxy shall be valid after the expiration of one
(1) year from the date of its execution, unless the Parties
executing it specify therein a longer period of time.
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ARTICLE 5 SHAREHOLDER’S
REPRESENTATIVE
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5.1
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Each Party
shall appoint a Shareholder Representative who shall be authorized
to act on behalf of the Party in all matters requiring a vote or
approval of the Shareholders pursuant to the terms of this Article
5. The appointment of the Shareholder Representative of a Party
shall be made by written notice delivered to the other Party. A
Party may remove or replace its Shareholder Representative upon
written notice to the other Party.
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5.2
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The Shareholder
Representatives shall act on all relevant matters submitted to them
by the Chairman of the Board or by both or either Party. The
Shareholder Representatives shall further resolve deadlocks among
the Directors of the Company with respect to any issue under the
authority of the Board of Directors. Upon the occurrence of a
deadlock among the Directors of the Company which cannot be
resolved within thirty (30) days, the Chairman of the Board
shall refer the matter creating the deadlock to the Shareholder
Representatives for review and consultation. If the Shareholder
Representatives cannot resolve the deadlock, then no action shall
be taken on such matter.
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5.3
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Meetings of the
Shareholder Representatives shall be held when called upon by the
Chairman of the Board of Directors, or at the request of both or
either Party. The time, place and manner of such meetings shall be
as mutually agreed between the Shareholder Representatives. Any
decision by the Shareholder Representatives to take action shall
always be taken by unanimous affirmative vote and shall carry the
same effect for corporate purposes as a unanimous vote of the
Shareholders.
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ARTICLE 6 BOARD OF
DIRECTORS
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6.1
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The Board of
Directors shall consist of four (4) Directors. Individuals
eligible to be Directors shall consist of directors, officers or
employees of the Shareholders or independent third parties. One of
the Directors shall be elected as Chairman by and among the
Directors. RDL and JFE shall have the right to appoint two
(2) Directors each. If an interim appointment is necessary due
to the resignation, removal or unavailability of a Director to
fulfill his duties, then the Shareholder who appointed such
Director shall have the right to name an interim
Director.
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6.2
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The Chairman of
the Board of Directors shall call and preside at all meetings of
Shareholders and of the Board of Directors.
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6.3
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The term of
office of each Director shall be for one (1) year and shall
extend until his or her successor has been appointed and qualified
or until he or she shall resign or have been removed in the manner
provided in the Bylaws.
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6.4
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The business
and affair of the Company shall be managed under the direction of
the Board of Directors. In the event of a deadlock between the
Directors with respect to any issue under the authority of the
Board, the matter shall be submitted to the Shareholder
Representatives as required in Article 5.
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6.5
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The regular
meetings of the Board of Directors shall be held no less than twice
per year and the special meetings of the Board of Directors shall
be held whenever called by its Chairman, at his own initiative, or
upon request of any Director. The meetings shall take place at the
head office of the Company, located at Fontana, California, or
anywhere unanimously agreed upon by the Directors. Meetings through
telephone or other remote electronic communication shall be
permitted, subject to the terms and conditions to be established by
the Board of Directors and provided that (a) the Company shall
implement reasonable measures to permit all directors participating
in the meeting to communicate with each other simultaneously and
instantaneously, and to vote on matters submitted to the Board
approval; and (b) if any director votes or takes other action
at the meeting held via electronic means, a record of such vote or
other action shall be maintained by the Company.
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6.6
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Calls for any
meeting of the Board of Directors, whether regular or special,
shall be given by the Secretary to each Director in writing at
least five (5) business days before the meeting, unless all
the members waive the right to such prior notice.
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6.7
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The quorum of
the meeting of the Board of Directors shall be four
(4) Directors and [three (3)] affirmative votes of Directors
present at such meeting shall decide any matter being the subject
of the meeting.
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6.8
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The following
matters shall be subject to review and approval by the Board of
Directors:
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(1)
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The Board shall
deliberate matters listed on Section 4.3 hereof and propose
them for the approval of the Parties;
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(2)
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Establishment
of the Medium-Term Business Plan of the Company according to
Shareholders’ strategies, and establishment of the basic
policy, annual plan and budget of the Company, including
production, sales, profit estimates, investment plan and other
budget related matters;
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(3)
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Investment for improvement
or
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