Notice to Shareholders
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CNPJ/MF: 02.762.115/0001-49
NIRE: 33.3.0026111-7
(Publicly Held Company)
MMX MINERAÇÃO E METÁLICOS S.A. (“Company” or “MMX”) hereby informs its shareholders that the Board of Directors of the Company approved, at the Board of Directors’ Meeting held on December 03, 2012, the Company’s capital increase, within the limits of the authorized capital, under the terms and conditions described below:
I. Number of Shares to be issued and Rights Granted to Such Shares: The Company will issue, for private subscription, within the limits of the authorized capital, in accordance with Article 6 of its By-Laws, three hundred and forty eight million, nine hundred and three thousand, seven hundred and forty seven (348,903,747) new common shares, all nominative, book-entry shares with no par value, which will grant to their holders the same rights and obligations of the current issued common shares of the Company. The shares to be issued shall be entitled to receive full dividends, interest on equity capital and any other capital compensations that might be approved by the Company after the homologation of the capital increase and the issuance of the new shares.
II. Increase of Corporate Capital: The Company’s corporate capital shall be increased in the amount of one billion, three hundred and sixty seven million, seven hundred and two thousand, six hundred and eighty eight reais and twenty four cents (R$ 1,367,702,688.24). Following such capital increase, the Company’s corporate capital, which is currently four billion, thirty-seven million, one hundred and forty-seven thousand, three hundred and sixty-seven reais and seven cents (R$ 4,037,147,367.07), divided into six hundred twenty-four million, three hundred and twenty-three thousand, six hundred and ninety-two (624,323,692) shares, shall be five billion, four hundred and four million, eight hundred and fifty thousand, fifty five reais and thirty one cents (R$ 5,404,850,055.31), divided into nine hundred and seventy three million, two hundred and twenty seven thousand, four hundred and thirty nine (973,227,439) common and registered shares with no par value.  
III. Issuance Price per Share: The issuance price per share is three reais and ninety two cents (R$ 3.92). Such price was determined based on article 170, paragraph 1, item III, of Law No. 6,404/76 (“Brazilian Corporations Law”), without unjustified dilution of the Company’s current shareholders, based on the volume weighted average price of the Company’s common shares on the last twenty (20) trading sessions prior to, and including, November 28, 2012. The choice of the quotation of the Company’s common shares in the stock market for determining the issuance price takes into consideration the high liquidity of the Company’s shares and the fact that such shares are included in several indexes (Ibovespa, IbrX-50, IbrX, IbrA, SMLL, IVBX-2, IMAT, ICO2, IGC, IGCT, ITAG).
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