QUALICORP S

QUALICORP S.A.
Corporate Taxpayer’s ID (CNPJ/MF): 11.992.680/0001-93
Company Registry (NIRE): 35.300.379.560
Publicly-Held Company
MINUTES OF THE ANNUAL SHAREHOLDERS MEETING
HELD ON APRIL 17, 2012
Date Time and Place: On April 17, 2012, at 10:00 a.m., at the head office of Qualicorp S.A. (“Company”),
located in the city of São Paulo, State of São Paulo, at Alameda Santos, No. 415, 14th floor (part),
Cerqueira César, CEP 01419-002.
Chair: Chairman: Fernando de Oliveira Pinto; and Secretary: Alessandro Piccolo Acayaba de Toledo.
Publications: Management Report, Financial Statements and Independent Auditors’ Report for the fiscal
year ended December 31, 2011; published in Valor Econômico newspaper and the Diário Oficial do Estado
de São Paulo on February 28, 2012.
Attendance: Shareholders representing more than twenty-five per cent (25%) of the Company’s capital
stock, meeting the minimum legal quorum, pursuant to article 125 of Law 6404/76, as per the signatures of
the Shareholders’ Attendance Book. Also present were José Barbosa da Silva Júnior, representing the
independent auditors Deloitte Touche Tohmatsu, pursuant to article 134, paragraph one of Law 6404 of
December 15, 1976 (Brazilian Corporation Law), and Fernando de Oliveira Pinto, a member of the
Company’s management.
Agenda: To resolve on (i) the appreciation and approval of management’s accounts and the Company’s
Financial Statements for the fiscal year ended December 31, 2011, as well as the Independent Auditors’
Report; and (ii) election of the members of the Company’s Board of Directors, as well as determination of
Management’s total annual compensation limit.
Resolutions: After examining and discussing the items on the agenda, the following matters were
approved with no restrictions:
(i) by a unanimous vote of the shareholders, management’s accounts and the Company’s Financial
Statements for the fiscal year ended December 31, 2011, published on February 27, 2012, as well as the
Independent Auditors’ Report, it being recorded that there will be no distribution of dividends to
shareholders due to the loss incurred in the fiscal year; and
(ii) by a majority vote of the shareholders, the election of the following members to the Company’s Board
of Directors: as Chairman of the Board, José Seripieri Filho, bearer of ID document (RG) no. 11.606.666,
inscribed in the roll of individual taxpayers (CPF/MF) under no. 106.922.508-83, with offices at Alameda
Santos, no. 415, 14º andar (parte), Cerqueira César, CEP 01419-913, in the city and state of São Paulo;
(b) William Holt McMullan Jr., bearer of United States passport no. 454561920, inscribed in the roll of
individual taxpayers (CPF/MF) under no. 234.327.278-60, with offices at Alameda Santos, no. 415, 14º
andar (parte), Cerqueira César, CEP 01419-913, in the city and state of São Paulo; (c) Stephen H Wise,
bearer of United States passport no. 215685674, inscribed in the roll of individual taxpayers (CPF/MF)
under no. 234.327.238-73, with offices at Alameda Santos, no. 415, 14º andar (parte), Cerqueira César,
CEP 01419-913, in the city and state of São Paulo; (d) Fernando de Oliveira Pinto, bearer of ID
document (RG) no. 20.197.724, inscribed in the roll of individual taxpayers (CPF/MF) under no.
151.228.358-45, with offices at Alameda Santos, no. 415, 14º andar (parte), Cerqueira César, CEP 01419913, in the city and state of São Paulo; (e) Mark Howard Tabak, bearer of United States passport no.
209339994, inscribed in the roll of individual taxpayers (CPF/MF) under no. 234.406.508-39, with offices at
Alameda Santos, no. 415, 14º andar (parte), Cerqueira César, CEP 01419-913, in the city and state of São
Paulo; (f) as an Independent Board member, Joan Elizabeth Herman, bearer of United States passport
no. 212659248, with offices at 17530, Stretlo Way, Pacific Palisade, CA 90272, USA; (g) Raul Rosenthal
Ladeira de Matos, bearer of ID document (RG) no. 3.796.975, inscribed in the roll of individual taxpayers
(CPF/MF) under no. 609.782.608-72, with offices at Alameda Santos, no. 415, 14º andar (parte),
Cerqueira César, CEP 01419-913, in the city and state of São Paulo; (h) Karen Hall Bechtel, bearer of
United States passport no. 464617931, inscribed in the roll of individual taxpayers (CPF/MF) under no.
234.477.188-38, with offices at Alameda Santos, no. 415, 14º andar (parte), Cerqueira César, CEP 01419913, in the city and state of São Paulo; (i) Alberto Bulus, bearer of ID document (RG) no. 06.240.656-6,
inscribed in the roll of individual taxpayers (CPF/MF) under no. 667.353.197-53, with offices at Alameda
Santos, no. 415, 14º andar (parte), Cerqueira César, CEP 01419-913, in the city and state of São Paulo; (j)
Heráclito de Brito Gomes Júnior, bearer of ID document (RG) no. 2.159.183, inscribed in the roll of
individual taxpayers (CPF/MF) under no. 226.814.505-00, with offices at Alameda Santos, no. 415, 14º
andar (parte), Cerqueira César, CEP 01419-913, in the city and state of São Paulo; (k) as an Independent
Board member, Alexandre Silveira Dias, bearer of ID document (RG) no. 30.506.080-6, inscribed in the
roll of individual taxpayers (CPF/MF) under no. 158.558.418-55, resident at Avenida Sabiá, no. 540, 5º
andar, CEP 04515-000, in the city and state of São Paulo; and (l) Vicente Falconi Campos, bearer of ID
document (RG) no. 1.476.273, inscribed in the roll of individual taxpayers (CPF/MF) under no.
000.232.216-15, with offices at Alameda Santos, no. 415, 14º andar (parte), Cerqueira César, CEP 01419913, in the city and state of São Paulo. The investiture of the board members hereby elected is subject to
the declaration of compliance, under penalty of the law, with all the requirements of Article 147 of the
Brazilian Corporation Law and CVM Instruction 367/02. The Company’s shareholders, who appointed the
members of the Board of Directors, hereby declare that they have received information from said elected
members indicating they meet all the necessary conditions to make the above-mentioned declaration. In
addition, the Board members hereby elected will be invested in their positions by signing the respective
Investiture Terms drawn up in the Company’s Board of Directors Meetings Minutes Book, the Declarations
related to CVM Instruction 367/02 and the Terms of Adherence to the Listing Rules of the Novo Mercado of
the BM&F BOVESPA S.A. - Securities, Commodities and Futures Exchange (“Novo Mercado Listing
Rules”), as applicable. Joan Elizabeth Herman and Alexandre Silveira Dias are Independent Board
members as defined by the Novo Mercado Listing Rules, the minimum percentage required by said Listing
Rules having been rigorously complied with. The term of office of the sitting members of the Board of
Directors is unified and will last until the Company’s next Annual Shareholders' Meeting.
Moreover,
Management’s total annual compensation limit for 2012 was fixed at sixteen million, seven hundred fortyeight thousand, six hundred and one reais and forty-eight centavos (R$16,748,601.48), pursuant to the
Management proposal, which was disclosed by the Company in compliance with CVM Instruction no.
481/2009.
Closure: There being no further business to discuss, the Meeting was adjourned for the drawing up of
these minutes which were then read, found to be in compliance, approved and signed by those present.
The publication of the minutes omitting the shareholders’ signatures was authorized pursuant to article
130, paragraph two of the Brazilian Corporation Law.
Signatures: Presiding Board: Chairman: Fernando de Oliveira Pinto; Secretary:: Alessandro Piccolo
Acayaba de Toledo; Shareholders: BHCS FUNDO DE INVESTIMENTO EM PARTICIPACOES; L2
PARTICIPACOES FIP; MORGAN STANLEY INSTITUTIONAL FUND TRUST MID CAP GROWTH
PORTF; FIDELITY INV. TRUST: FIDELITY INTERNATIONAL DISCOVERY FUND; FIDELITY INV.TRFID DIVERS.INTER FUND; BROOKSIDE CAPITAL TRADING FUND , L.P; FIDELITY MAGELLAN
FUND:FIDELITY MAGELLAN FD; WADDELL & REED ADVISORS SCIENCE AND TECHNOLOGY
FUND; PACIFIC SELECT FUND - MID-CAP GROWTH PORTFOLIO; SWIFTCURRENT PARTNERS
L.P.; SWIFTCURRENT OFFSHORE LTD.; FID.PURITAN TRUST-FID.PURITAN FUND; FIDELITY
SELECT PORTFOLIOS HEALTH CARE PORTFOLIO; FIDELITY CONTRAFUND; IVY SCIENCE AND
TECHNOLOGY FUND; FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS GRW FD;
FIDELITY FINANCIAL TRUST FIDELITY INDEPENDENCE FUND; INVESCO GLOBAL HEALTH CARE
FUND; FIDELITY CENTRAL INVEST PORT LLC: FID HEALTH CARE CENTRAL FD; ALLIANZ
VARIABLE INSURANCE PRODUCTS TRUST; VARIABLE INSURANCE PRODUCTS FD GROWTH
PORT.; FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FID INT EQ CEN F; MORGAN
STANLEY MID CAP GROWTH FUND; MANNING & NAPIER FUND, INC INTERNATIONAL SERIES;
FIDELITY ADVISOR SERIES I FIDELITY ADVISOR EQUITY GROWTH FD; THE UNIVERSAL
INSTITUTIONAL FUNDS, INC., MID CAP GROWTH PORT; MANNING & NAPIER FUND, INC - LIFE
SCIENCES SERIES; FIDELITY DESTINY P F A C DEVELOP F; M SQUARE ACOES CSHG MASTER
FUNDO DE INVESTIMENTO EM ACOES; FIDELITY ADVISOR SERIES VII FIDELITY ADVISOR
HEALTH CARE FD; FIDELITY ADVISOR SER. VIII: DIVERSIF INTL FD; FIDELITY MT. VERNON
STREET TRUST: FIDELITY NEW MILLENIUM FUND;
MSQ BRV LONG ONLY LLC; IVY FUNDS VIP SCIENCE AND TECHNOLOGY; MANNING E NAPIER
ADVISOR,
INC.;
FIDELITY
CONTRAFUND:
FIDELITY
A
N
I
FUND;
ARTISAN
GROWTH
OPPORTUNIES FUND; FIDELITY HAST. STREET T: FID GROWTH DISCOV FUND; AMUNDI FUNDS;
RAYTHEON COMPANY MASTER TRUST; MANNING & NAPIER FUND, INC. PRO-BLEND EXTENDED
TERM SERIES; INVESCO V.I. GLOBAL HEALTH CARE FUND; VARIABLE INSURANCE PRODUCTS
FUND V: ASSET MANAGER PORTFOLIO; VARIABLE INSURANCE PRODUCTS FUND IV HEALTH
CARE PORTFOLIO; DRIEHAUS EMERGING MARKETS SMALL CAP GROWTH FUND; MANNING &
NAPIER FUND, INC. PRO-BLEND MODERATE TERM SERIES; TEACHERS RETIREMENT SYSTEM
OF THE STATE OF ILLINOIS; MANNING & NAPIER FUND, INC. PRO-BLEND MAXIMUM TERM
SERIES; NEUBERGER BERMAN EQUITY FUNDS - EMERGING MARKETS EQUITY FUND; TEACHER
RETIREMENT SYSTEM OF TEXAS; FIDELITY SELECT PORT MEDICAL DELIVERY PORTFOLIO;
MSQ BRV LLC; BARON INTERNATIONAL GROWTH FUND; THE PENSION RESERVES INVESTMENT
MANAG.BOARD; STATE OF CONNECTICUT RET PLANS AND TRT FUN; FIDELITY SEL
PORTFOLIOS PHARMACEUTICALS PORTFOLIO; MFS MERIDIAN FUNDS - LATIN AMERICAN
EQUITY FUND; MANNING & NAPIER FD, INC. PRO-BLEND CONSERVATIVE TERM SERIES;
MORGAN STANLEY SELECT DIMENSIONS INVEST SERIES, MID CAP G P; AMUNDI; RBS PENSION
TRUSTEE LIMITED;THE MONETARY AUTHORITY OF SINGAPORE; AZL BLACKROCK GLOBAL
ALLOCATION FUND; RBC DEXIA INVESTOR S T AS T FOR THE CANADA POST C P PLAN;
VARIABLE INS.PRODS.FUND V-A.M.G. PORTFOLIO; ERIVALE LLC; MINISTRY OF STRATEGY AND
FINANCE; STATE STREET EMERGING MARKETS; PRIME SERIES NB EMERGING EQUITY FUND;
NB EMERGING EQUITY FUND; EMERGING MARKETS EQUITY FUND; BARON EMERGING
MARKETS FUND; GMO M R FD(ONSH) A S O GMO M PORTIFOLIOS (ONSHORE), L.P.; BRUNEI
INVESTMENT AGENCY; FIDELITY RUTLAND SQUARE T II: STRAT ADV G MULTI-MANAGER FD;
BELL ATLANTIC MASTER TRUST; FIA SABESPREV M SQUARE AÇÕES.
This is a free translation of the original minutes drawn up in the Company’s records.
São Paulo, April 17, 2012.
____________________________________
Alessandro Piccolo Acayaba de Toledo
Secretary
SP - 109619-00026 - 7428912v1