Material Fact

FREE TRANSLATION
In case of any discrepancy between this translation and the Portuguese version, the Portuguese
version shall prevail.
AUTOMETAL S.A.
CNPJ/MF nº 59.104.513/0001-95
NIRE 35.300.179.552
MATERIAL FACT
Autometal S.A. (“Company” or “Autometal”), pursuant to Brazilian Securities Commission (Comissão
de Valores Mobiliários) (“CVM”) Instruction No. 358, of January 3rd, 2002, as amended, hereby
informs its shareholders and the market in general that the auction of the public tender offer for up
to the totality of the free float of the Company for delisting purposes before CVM (“TO”), held on
September 18, 2014 at BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros
(“BM&FBOVESPA” and “Auction”, respectively), in accordance with the Announcement of the Public
Tender Offer for Common Shares of Autometal, published on August 18, 2014 (“Announcement”),
has been completed.
CIE Autometal S.A., a closely held corporation (sociedade por ações), headquartered in the City of
Diadema, State of São Paulo, at Avenida Fagundes de Oliveira, No. 1650, suite 01, enrolled with
CNPJ/MF under No. 05.974.554/0001-03, direct controlling shareholder of the Company (“CIE
Autometal” or “Oferror”), has acquired: (i) in the Auction, 30,577,636 common shares of issuance of
the Company; and (ii) after the Auction, 885,800 common shares of issuance of the Company during
the regular trading of BM&FBOVESPA.
Therefore, after the settlement of the purchases made by the Offeror (in the Action and during the
regular trading of BM&FBOVESPA), which will occur on September 23, 2014 (“Settlement Date”), CIE
Autometal will own 125.595.937 common shares of issuance of the Company, representing 99.75%
of the total corporate capital of the Company.
Considering that shareholders owning more than 2/3 of the free float of the Company duly qualified
for the Auction agreed with the TO or expressly agreed with the proposal to delist, in accordance
with article 16, II, of CVM Instruction No. 361 of March 5th, 2002, as amended (“CVM Instruction
361”), and of item 2.1 of the Announcement, the Company will pursue with the necessary steps to
cancel its registration from the CVM as a publicly held company, in the manner and timeframe set
forth in CVM Instruction No. 480 of December 7th, 2009, as amended (“Delisting”).
In accordance with the Brazilian legislation and with item 5.10 of the Announcement, from today
and during the period of three (3) months following the Auction, i.e., from September 19, 2014 to
December 19, 2014, or until the Squeeze Out ESM (as defined below), whichever occurs first (“Put
Period”), any owner that wants to sell its shares to the Offeror may deliver a request to the custody
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of Itaú Corretora de Valores S.A. (“Itaú Corretora”), depositary financial institution responsible for
the book-keeping of Autometal’s shares, for such effect. The Offeror will acquire such shares and will
pay to its respective owners the final price of the Auction of R$19.49 per share (“Auction Final
Price”), in Brazilian currency, adjusted by IPCA from the Settlement Date of the TO to the effective
date of payment, which must occur within 15 days of an owner’s request to sell its shares.
Also, considering that after the Settlement Date of the TO, the free float of the Company will
represent less then 5% of the total shares issued by the Company, on October 6, 2014, will be held,
in accordance with article 4th, paragraph 5, of Law No. 6.404, of December 15, 1976, as amended, an
extraordinary shareholders meeting of Autometal to approve, among other matters, the squeeze out
of the shares that have not been acquired by the Offeror on the Auction or on the Put Period, being
such approval conditioned to the success of the settlement of the TO (“Squeeze Out ESM”). The
price of the squeeze out will be equivalent to the Auction Final Price, adjusted by the Brazilian
Central Bank’s Taxa do Sistema Especial de Liquidação e Custódia, as published by ANBIMA Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais (Taxa SELIC) from the
Settlement Date of the TO to the date of the effective payment, which must occur within 15 days
after the extraordinary shareholders meeting that approves the squeeze out, in accordance with
article 25-A of CVM Instruction 361.
From today and until CVM confirms the Delisting or until the Squeeze Out ESM (whichever occurs
first), any remaining minority shareholder of the Company that wants to sell its shares to the Offeror
shall send an offer of sale to BM&FBOVESPA (through any of its brokerage company).
The possibility to sell the shares through recording an offer of sale to BM&FBOVESPA will be
available only until the date in which CVM confirms the Delisting or until the Squeeze Out ESM
(whichever occurs first). Once the Delisting is finalized and/or if the squeeze out is approved in the
Squeeze Out ESM, the Company will timely report to the shareholders and the market in general, all
other details regarding the procedures applicable to the acquisition and payment of the remaining
shares.
Diadema, September 18, 2014.
Fernando Antonio Mearim Luiz
Chief Financial Officer and Investor Relations Officer
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