Minutes of Ordinary Shareholders’ Meeting held on April 13, 2012
Minutes of Ordinary Shareholders’ Meeting held on April 13, 2012
Minutes of Ordinary Shareholders’ Meeting
held on April 13, 2012
(Minutes drawn up in the form of summary, pursuant to article 130, paragraph 1 of Law No. 6.404/76)
DATE, TIME AND PLACE: On April 13, 2012, 10:30 a.m., at the CCR SA (“Company”), located at Avenida Chedid Jafet, 222, Block B, 5th floor, in the city of São Paulo, São Paulo State. ATTENDANCE: The formalities required by Article 127 of Law 6.404/76 for the Shareholders‘ Attendance Book were complied with. In attendance at the General Shareholders Meeting were shareholders representing 69.13% (sixty-nine point thirteen percent) of the Company‘s total capital stock. Also present were KPMG representative Mr. Jose Luiz Ribeiro de Carvalho and Mr. José Valdir Pesce, a member of the Company‘s Fiscal Council and the Company‘s executive officers. CALL AND PRIOR PUBLICATION:(a) The notice mentioned in Article 124 of Law 6.404/76 was published on March 28, 29 and 30, 2012 in the Official Gazette of the State of Sao Paulo, Business section, on pages 115, 128 and 107 respectively, and in the newspaper “Valor Economico” on pages C.7, D.5 and B.15, respectively, (b) (b.1) the documents mentioned in article 133 of Law 6.404/76, for the fiscal year ended December 31, 2011, namely, the Management Report, the Balance Sheet, Statement of Income and the Statement of Comprehensive Income, a Statement of Changes in Equity, the Statement of Cash Flows, the Statement of Value Added, Notes to Financial Statements and the Independent Auditors‘ Report were published on March 8, 2012 in the Official Gazette of the State of Sao Paulo, pages 37-52, and in the newspaper “Valor Economico” pages A.16 to A.25; and (b.2) the documents mentioned in Articles 9, 10 and 12 of CVM Instruction 481 were duly submitted to the CVM through the IPE system on March 12, 2012. HEAD TABLE: Chairman, Mr. Francisco Caprino Neto and Secretary, Mr. Leandro Luiz Zancan. READING OF THE DOCUMENTS: The reading of the documents referred to in Article 133 of Law 6.404/76 was waived because they were of common knowledge. AGENDA:(i) To take cognizance of management‘s accounts, examine, discuss and vote on the Management Report, Financial Statements and Explanatory Notes accompanying the reports of the Independent Auditors and the Fiscal Council, for the fiscal year ended December 31, 2011; (ii) to discuss the revision and approval of the capital budget; (iii) to discuss the proposal for allocation of income for the year ended December 31, 2011; (iv) to discuss the number of seats on the Company‘s Board of Directors for the next term and election of members of the Board of Directors; (v) to discuss the compensation of the executive officers; and (vi) to discuss the establishment and composition of the Fiscal Council. RESOLUTIONS: After debate and discussions, with voting abstentions from those legally impeded, the following items were approved: (i) By unanimous vote of those present, with abstentions recorded based on statements on file at the Company, the Management Report, Independent Auditors‘ Report on the financial statements, Balance Sheet, Statement of Income, Statement of Comprehensive Income, Statement of Changes to Shareholders‘ Equity, Statement of Cash Flows, Statement of Value Added and Notes to Financial Statements, all with reference to the business and fiscal year ended on December 31, 2011, published as reported in the aforementioned “Calls and Advance Publication” duly audited by KPMG, in a Report dated February 29, 2012; (ii) by unanimous vote of those present, with abstentions as recorded based on statements on file with the Company, to review and approve the Company‘s capital budget for the year 2012, amounting to R$ 1,175,803,000.00 (one billion, one hundred seventy-five million, eight hundred and three thousand reais); (iii) by unanimous vote of those present, with abstentions registered based on statements on file with the Company, the “Net Income” of the Company for the fiscal year ended December 31, 2011, amounting to R$ 887,962,337.05 (eight hundred eighty-seven million, nine hundred and sixty two thousand, three hundred and thirty-seven reais and five centavos), together with part of the previous balance of the Retained Earnings Reserve, amounting to R$ 958,574,800.00 (nine hundred fifty-eight million, five hundred seventy-four thousand, and eight hundred reais), to be allocated as follows: (a) the establishment of a Legal Reserve in the amount of R$ 44,398,116.85 (forty-four million, three hundred ninety eight thousand, one hundred and sixteen reais and eighty five centavos), pursuant to Article 193 of Law 6.404/76; (b) distribution of Dividends, pursuant to Article 23 of the Bylaws of the Company in the amount of R$ 802,595,912.00 (eight hundred and two million five hundred ninety-five thousand, nine hundred and twelve reais), composed as follows: (b.i) R$ 400,775,000.00 (four hundred million, seven hundred seventy-five thousand reais), based on profits earned in the fiscal year ended December 31, 2011; and (b.ii) R$ 401,820,912.00 (four hundred and one million, eight hundred and twenty thousand, nine hundred and twelve reais), as part of the previous balance of the Retained Earnings Reserve. Of the total amount of dividends approved herein, R$ 701,820,912.00 (seven hundred and one million, eight hundred and twenty thousand, nine hundred and twelve reais), corresponding to R$ 1.59 (one real and fifty-nine centavos) per common share (shareholding before the Company‘s stock split, in the proportion of 1:4, which occurred through the approval of shareholders at the Extraordinary Shareholders Meeting held on November 25, 2011), have been paid as interim dividends on September 30, 2011, as approved by the Board of Directors of the Company at its meeting held on August 29, 2011, based on the shareholding structure of August 29, 2011, the shares being declared ex-dividend as of August 30, 2011 and the remaining portion of R$ 100,775,000.00 (one hundred million, seven hundred seventy-five thousand reais), corresponding to R$ 0.057077328155 per common share, proposed by management in the financial statements of December 31, 2011, will be paid on April 27, 2012, pursuant to its Notice to Shareholders to be published on April 16, 2012, and the Company‘s shares will trade “ex-dividend” from April 16, 2012; and (c) the remaining balance of net income, amounting to R$ 442,789,220.20 (four hundred forty-two million, seven hundred eighty-nine thousand, two hundred and twenty reais and twenty cents), will be transferred to the Retained Earnings Reserve based on the capital budget for fiscal year 2012, approved as described in item (ii) of the above Resolutions, under Article 196 of Law 6.404/76; (iv) by a majority of those present, with abstentions and dissenting votes recorded based on statements filed at the Company, approved the new composition of the Company‘s Board of Directors for a mandate ending upon the closure of the Ordinary Shareholders Meeting of 2013, as follows: 11 (eleven) members and 9 (nine) alternate members, emphasizing that of the permanent members, two (2) will be independent directors to meet the conditions of the Bovespa Listing Rules and in § 2 of Article 12 of the Company‘s Bylaws, through the election of the following members to the Board of Directors, and the second position of independent member will be filled within 90 (ninety) days from the date upon being timely convened pursuant to Law 6.404/76 and CVM Normative Instructions 480 and 481/2009: Full Board Members: (1) Mr. Eduardo Borges de Andrade, Brazilian, married, engineer, CPF/MF No. 000.309.886-91, RG No. 3976/D – CREA-MG, domiciled in Belo Horizonte – MG, at Av. do Contorno, nº 8123, Cidade Jardim; (2) Mr. Ricardo Coutinho de Sena, Brazilian, married, engineer, CPF/MF. 090.927.496-72, RG -30.172 SSP/MG, domiciled in Belo Horizonte – MG, at Av. do Contorno, nº 8123, Cidade Jardim, (3) Mr. Paulo Roberto Reckziegel Guedes, Brazilian, married, engineer, CPF/MF No. 400.540.200-34, RG. 400.824.5518 SSP/RS, domiciled in Belo Horizonte – MG, at Av. do Contorno, nº 8123, Cidade Jardim; (4) Mr. Francisco Caprino Neto, Brazilian, married, engineer, CPF/MF No. 049.976.298-39, RG 9.199.282 SSP/SP, domiciled in São Paulo – SP, at Rua Funchal, nº 160, 3º andar, Vila Olímpia; (5) Mr. Pires Marcelo Oliveira Dias, Brazilian, married, business administrator, CPF/MF No. 258.510.388-96, RG No. 27.925.160-9 SSP/SP, domiciled in São Paulo – SP, at Rua Funchal, nº 160, 3º andar, Vila Olímpia; (6) Mr. Roberto Carlos Deutsch, Brazilian, married, engineer, CPF/MF No. 033.174.658-16, RG 9.741.999-0 – SSP/SP, domiciled in São Paulo – SP, at Rua Funchal, nº 160, 3º andar, Vila Olímpia; (7) Mr. Henrique Sutton de Sousa Neves, Brazilian, married, lawyer, CPF/MF No. 388.577.077-68, RG No. 03118058-1 – IFP/RJ, domiciled in São Paulo – SP, Avenida Albert Einstein, 627/701, Morumbi; (8) Ms. Ana Maria Marcondes Penido Sant‘Anna, Brazilian, married, business administrator, CPF/MF No. 021.984.728-21, RG No. 3.837.723-8 SSP/SP, domiciled in São Paulo – SP, Av. Nove de Julho, 4939, 14º andar, conjuntos 143 e 144, Torre B, Jardim Paulista; (9) Ms. Ana Carneiro de Moura Dolores Novaes, Brazilian, single, economist, CPF/MF No. 346.152.454-91, RG 1.651.916 SSP/PE, resident in Rio de Janeiro – RJ, at Rua dos Oitis, nº 19 – apartamento 302, as an independent member; (10) Mr. Luiz Alberto Colonna Rosman, Brazilian, divorced, lawyer, CPF/MF No. 430.773.317-72, RG 33.053 OAB/RJ, domiciled in Rio de Janeiro – RJ, at Rua da Assembleia, nº 10, 38º andar, and their respective Alternates, with the exception of independent members, who shall not have an alternate: (1) Mr. Paulo Márcio de Oliveira Monteiro, Brazilian, married, civil engineer, CPF/MF under No. 269.960.226-49, RG 739711 SSP/MG, domiciled in Belo Horizonte – MG at Av. do Contorno, nº 8123, Cidade Jardim; (2) Mr. José Henrique Braga Polido Lopes, Brazilian, married, civil engineer, CPF/MF 467.477.536-15, RG 752901 SSP/MG, domiciled in Belo Horizonte – MG at Av. do Contorno, nº 8123, Cidade Jardim; (3) Mr. Tarcisio Augusto Carneiro, Brazilian, legally separated, engineer, CPF/MF No. 372.404.636-72, RG MG-1.07.6524 SSP/MG domiciled in Belo Horizonte – MG, at Av. do Contorno, nº 8123, Cidade Jardim; (4) Mr. Rodrigo Cardoso Barbosa, Brazilian, married, engineer, CPF/MF No. 251.193.308-00, RG 24.853.502 SSP/SP domiciled in São Paulo – SP, at Rua Funchal nº 160, 8º andar, Vila Olímpia; (5) Mr. Marco Antonio Zangari, Brazilian, married, civil engineer, CPF/MF No. 165.772.818-82, RG 21.768.106-2 SSP/SP, domiciled in São Paulo – SP, at Rua Funchal nº 160, 8º andar, Vila Olímpia; (6) Mr. Campbell Fernando Augusto de Arruda Botelho, Brazilian, married, business administrator, CPF/MF 292.540.028-01, RG 28.972.336-X SSP/SP, domiciled in São Paulo – SP, at Rua Funchal nº 160, 8º andar, Vila Olímpia; (7) Mr. Fernando Sawaya Jank, Brazilian, married, business administrator, CPF/MF No. 130.312.168-90, RG 8.922.948 – SSP/SP, domiciled in São Paulo – SP, Av. Pedroso de Moraes, nº 1619 – conjunto 801. The shareholders elected Ms. Ana Maria Marcondes Penido Sant‘Anna and Mr. Eduardo Borges de Andrade to occupy, respectively, the role of Chairwoman and Vice-Chairman of the Company‘s Board of Directors. The newly-elected members shall remain in office until the election and investiture of their substitutes, as may be decided at the General Shareholders Meeting to be held in 2013, pursuant to the Bylaws. All elected members declared, for legal purposes, to be aware of art. 147 of Law 6,404 of December 15, 1976, as amended, and therefore are not included in any of the hypotheses in the aforementioned article that would prevent them from performing the duties of members of the Board of Directors of the Company. The Chairman also reported that each of the newly elected members presented a résumé as well as a statement, to be filed with the Company, completing the formalities required by CVM Instruction 367 of May 29, 2002; (v) by a majority of those present, with the recording of votes against and abstentions pursuant to the statements on file at the Company, approved the proposal for the annual budget and overall compensation of the members of the Company‘s Board of Directors and Board of Executive Officers of up to R$ 26,000,000.00 (twenty-six million reais), not including amounts related to payroll taxes owed, leaving it to the Board of Directors to set individual amounts, if any and, if the case, benefits and allowances pursuant to article 152 of Law 6.404/76; and (vi) unanimously, based on the statements filed with the Company, the election of members of the Company‘s Fiscal Council pursuant to Article 161 of Law 6.404/76 and article 21 of its Bylaws, and their alternates: Full Members: (1) Mr. Newton Brandão Ramos Ferraz, Brazilian, married , accountant, CPF/MF No. 813.975.696-20, RG M4.019.574 – SSP/MG, domiciled in Belo Horizonte – MG, Av. do Contorno, nº 8123, Cidade Jardim; (2) Mr. Adalgiso Fragoso de Farias Brazilian, married, economist, CPF/MF No. 293.1405.46-91, RG 2.212.584 SSP/MG, domiciled in São Paulo – SP, at Rua Funchal, nº 160, 8º andar, Vila Olímpia; and (3) Mr. José Valdir Pesce, Brazilian, married, business administrator, CPF/MF 484.999.008-87, RG 6.081.652-1 SSP/SP, domiciled in São Paulo – SP, at Av. Nove de Julho, 4939, 14º andar, conjuntos 143 e 144, Torre B, Jardim Paulista; and Alternate Members: (1) Mr. José Augusto Gomes Campos, Brazilian, married, physicist, CPF/MF No. 505.516.396-87, RG M 3.059.793 – SSP/MG, domiciled in Belo Horizonte – MG, at Av. do Contorno, nº 8123, Cidade Jardim; (2) Mr. Fernando Luiz Aguiar Filho, Brazilian, single, civil engineer, CPF/MF No. 306.391.208-57, RG 29.900.104-0 SSP/SP, domiciled in São Paulo – SP, at Rua Funchal, nº 160, 3º andar, Vila Olímpia; and (3) Mr. Alexandre Luiz Oliveira de Toledo, Brazilian, married, lawyer, CPF/MF No. 037.446.598-36, RG 7.547.108 SSP/SP, domiciled in São Paulo – SP, at Alameda dos Anapurus, nº 1345, 10º andar, apartamento 101, Moema. It also approved the compensation for each member of the Fiscal Council, provided for in § 3 of Article 162 of Law 6.404/76, corresponding to 10% (ten percent) of the average compensation of a Company Board of Directors member.
CLOSURE OF THE WORK AND DRAFTING AND READING OF MINUTES: With nothing else to discuss, the meeting was closed, after which these minutes were drawn up, read and approved and signed by all present. The publication of these minutes omitting the signatures of the shareholders present, as permitted by art. 130, §2 of Law No. 6.404/76, was authorized. São Paulo, April 13, 2012. Head Table: Mr. Francisco Caprino Neto, Chairman and Leandro Luiz Zancan, Secretary.
Leandro Luiz Zancan
Secretary
