ATA AGOE 2012_vIng

MINUTES OF THE ANNUAL AND EXTRAORIDNARY SHAREHOLDERS’
MEETINGS OF KROTON EDUCACIONAL S.A.,
HELD ON APRIL 30, 2012
PUBLICLY-HELD COMPANY
CORPORATE TAXPAYER ID (CNPJ/MF): 02.800.026/0001-40
Registered in the Minas Gerais State Commerce Registry (JUCEMG)
under Company Registry (NIRE) number 31.300.025.187
1.
Venue, time and date: At the headquarters of Kroton Educacional S.A.
(“Company”), located at Rua Santa Madalena Sofia, n. 25, 4º andar, sala 01, Bairro Vila
Paris, in the city of Belo Horizonte, state of Minas Gerais, at 11:00 a.m., on April 30,
2012.
2.
Attendance, Quorum and Call Notice: Shareholders representing 62,0% of the
Company’s voting capital attended the meeting, as per signatures in the Shareholders’
Attendance Book, duly called through notices published on April 13, 16 and 17, 2012 in
the Valor Econômico newspaper and on April 14, 17 and 18, 2012 in the Official
Gazette of the State of Minas Gerais. The following persons also attended the meeting:
(a) Mr. Ismar de Moura, CRC1SP 179631O2 and Ricardo Ramos da Silva, CRC1SP
196573O0, representatives of the audit firm Deloitte Touche Tohmatsu, pursuant to
Article 134 of Law 6404, Paragraph 1, of December 15, 1976, as amended (“Law
6404/76”); (b) Mr. Carlos Alberto Bolina Lazar, Company’s Investor Relations Officer;
(c) Ms. Lucila de Oliveira Carvalho, member of the Company’s Fiscal Council;
(d) Mr. Evando José Neiva, member of the Company’s Board of Directors.
3.
Presiding:
Chairman – Evando José Neiva; and
Secretary – Leonardo Augusto Leão Lara.
4.
Reading of Documents:
4.1.
The reading of documents concerning the Agenda of the Annual and
Extraordinary Shareholders’ Meeting was waived, given that they are entirely known
by the Shareholders, considering that the Company has complied with Article 133 and
Paragraphs of Law 6404/76 (Brazilian Corporate Law), as amended.
5.
Agenda:
5.1. At the Annual Shareholders’ Meeting:
(i) To examine, discuss and vote on the financial statements, the Management Report
and the auditor’s report for the year ended December 31, 2011; (ii) to deliberate on the
allocation of the Company’s net income for the year ended December 31, 2011;
5.2. At the Extraordinary Shareholders’ Meeting:
(i)
To fix the overall annual management compensation for 2012; (ii) to deliberate
on the proposal relating to the change of newspaper in which the Company publishes its
legal documents.
6.
Resolutions:
6.1. After discussing the matters of the Agenda, the shareholders resolve on the
following:
6.1.1. To unanimously approve the drawing up of the minutes of the Annual and
Extraordinary Shareholders' Meetings in the summary format.
6.1.2. Approval, without reservations, by unanimous vote the balance sheet, the
financial statements, the Management Report and the auditor’s report for the year
ended December 31, 2011, as published on March 29, 2012 in the Valor Econômico
newspaper and on March 30, 2012 in the Official Gazette of the State of Minas Gerais.
Computed the abstentions from some shareholders, in accordance to the Voting
Protocol delivered by the Proxy Paula Maria de Olavarria Gotardello and filed in the
Company´s headquarters.
6.1.3. To address, by majority vote, that was registered a Company’s loss for 2011, the
reason for which no dividends will be distributed for these year. Computed the
abstentions from some shareholders.
6.1.4. Approval by majority vote the overall annual management compensation at
fifteen million reais (R$15,000,000.00) for 2012, and it is incumbent upon the Board of
Directors to distribute fixed compensation, pursuant to the Company’s Bylaws.
Computed the abstentions from some shareholders.
6.1.5. Approval by majority vote the change of newspaper in which the Company
publishes its legal documents from Valor Econômico to Folha de São Paulo. Thus, the
Company now publishes its legal documents in the Official Gazette of the State of
Minas Gerais (DOEMG) and in the Folha de São Paulo newspaper. Computed the
abstentions from some shareholders.
6.2. At the shareholder’s request at this Annual and Extraordinary Shareholders’
Meetings representing more than two per cent (2.0%) of total Capital, the Company’s
Fiscal Council was installed, with duration up to the following Annual Shareholders’
Meeting in 2013, composed of the following members. Considered the abstentions
from the shareholders represented by the proxy Paula Maria de Olavarria Gotardello.
a) Raimundo Lourenço Maria Christians, Brazilian, married, accountant,
resident at Rua Traipu, nº 352, Apto 41, Perdizes, CEP – 01.235-000, in the city
and state of São Paulo, bearer of identification card number 8.957.492 SSP/MG
and inscribed in the roll of individual taxpayers (CPF) under number
033.848.668-27 as sitting member, and Willian Pereira Pinto, Brazilian, bearer
of identification card number 8.259.281-0 and inscribed in the roll of individual
taxpayers (CPF) under number 006.521.618-04, as his respective deputy
member.
b) Lucila de Oliveira Carvalho, Brazilian, married, lawyer, resident and
domiciled in the city of Belo Horizonte, state of Minas Gerais, at Rua Felipe
dos Santos, 365, apto. 700, Bairro Lourdes, CEP 30180-160, bearer of
identification card (CI M) number 2.276.781/SSPMG and inscribed in the roll
of individual taxpayers (CPF) under number 549.878.306-04, registered in the
Brazilian Bar Association (OAB/MG) under number 43.158, as sitting member,
and Rodrigo Peres de Lima Netto, Brazilian, married, lawyer, resident and
domiciled in the city of Belo Horizonte, state of Minas Gerais, at Rua Sebastião
Fabiano Dias, nº 37, Apto 601, Bairro Belvedere, CEP – 30320-690, bearer of
identification card (CI M) number 4.004.521 SSP/MG and inscribed in the roll
of individual taxpayers (CPF) under number 850.709.126-15, registered in the
Brazilian Bar Association (OAB/MG) under number 65.766, as her respective
deputy member.
c) Ricardo Scalzo, Brazilian, licensed in physics, married, resident at Rua Jacques
Felix, nº 96, Apto 124 r, Vila Nova Conceição, CEP – 04509-000, in the city and
state of São Paulo, bearer of identification card (RG) number 2.533.933 and
inscribed in the roll of individual taxpayers (CPF) under number 370.933.55749, as sitting member, and Marcello da Costa Silva, Brazilian, business
administrator, single, resident at Rua Alvorada, nº 1244, Apto 72, CEP – 04550004, Vila Olímpia, in the city and state of São Paulo, bearer of identification
card (RG) number 33.362.030-6 SSP/SP and inscribed in the roll of individual
taxpayers (CPF) under number 308.355.928-39, as his respective deputy
member, as representing the non-controlling shareholders.
6.2.1. The sitting members elected for the Company’s Fiscal Council signed the
Statement of Investiture and the Statement of Consent of the Members of the Fiscal
Council, in accordance with rules of Level 2 Corporate Governance Differentiated
Practices of BM&FBOVESPA – Securities, Commodities and Futures Exchange, filed
at the Company’s headquarters.
6.2.2. The monthly compensation for each of the members of the Fiscal Council
corresponds to ten per cent (10%) of the average compensation attributed to each
Officer of the Company, excluding benefits, in accordance with Paragraph 3, Article
162 of Law 6404/76, as amended. The sitting and deputy members of the Fiscal
Council herein elected are not impeded from performing their duties, pursuant to Law.
7.
Closure, Drawn Up, Approval and Signature of the Minutes: There being no
further business to discuss, the meeting was adjourned for the drawing up of these
minutes, which were read, found in compliance and signed by all those present, and the
publication of these minutes in the extract format was also approved, with omission of
shareholders’ signatures, in accordance with Paragraphs 2 and 3, Article 130 of
Law 6404/76. Belo Horizonte, April 30, 2012. Signatures. Presiding Board: Evando
José Neiva, Chairman of the Board; Leonardo Augusto Leão Lara, Secretary.
ATTENDING SHAREHOLDERS IN THE ANNUAL AND EXTRAORDINARY
SHAREHOLDERS’ MEETINGS
ACCORDING TO
THE
VOTING
PROTOCOLS THAT ARE FILED IN THE COMPANY’S HEADQUARTERS:
PITAGORAS ADMINISTRAÇAO E PARTICIPAÇOES S/A, represented by
LEONARDO AUGUSTO LEAO LARA; NEIVA PARTICIPAÇOES LTDA,
represented by EVANDO JOSÉ NEIVA; SAMOS PARTICIPAÇOES LTDA,
represented by LEONARDO AUGUSTO LEAO LARA; JULIO FERNANDO
CABIZUCA, represented by LEONARDO AUGUSTO LEAO LARA; CITISIMO
DO BRASIL PARTICIPAÇOES LTDA, represented by LEONARDO AUGUSTO
LEAO LARA; ALTAMIRO BELO GALINDO, represented by LEONARDO
AUGUSTO LEAO LARA; ATWILL HOLDING LIMITED; BELL ATLANTIC
MASTER TRUST; BRUNEI INVESTIMENT AGENCY; COLLEGE RETIREMENT
EQUITIES FUND; DOMINION RESOURCES INC. MASTER TRUST; EMERGING
MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND;
EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NONLENDABLE FUND B; EMPLOYEES RETIREMET SYSTEM OF TEXAS; FIDELITY
(continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton
Educacional S/A, held on April 30, 2012)
ADVISOR SERIES VIII: DIVERSIFIED INTERNATIONAL FUND; FIDELITY
ADVISOR SERIES VIII; FIDELITY ADVISOR GLOBAL CAPITAL APPRECIATION
FUND;
FIDELITY
CONTRAFUND;
ADVISOR NEW INSIGHTS FUND;
FIDELITY
CONTRAFUND:
FIDELITY
FIDELITY HASTINGS STREET TRUST:
FIDELITY GROWTH DISCOVERY FUND;
FIDELITY ADVISOR SERIES I:
FIDELITY ADVISOR EQUITY GROWTH FUND; FIDELITY INVESTMENTO
TRUST: FIDELITY DIVERSFIED INTERNATIONAL FUND; FORD MOTOR
COMPANY DEFINEDY BENEFITY MASTER TRUST; GOTHIC CORPORATION;
GOTHIC ERP LLC; GOTHIC HSP CORPORATION; IBM 401(K) PLUS PLAN;
ISHARES MSCI BRAZIL SMALL CAP INDEX FUND; ISHARES MSCI EMERGING
MARKETS SMAL CAP INDEX FUND;
FUND;
MFS EMERGING MARKETS EQUITY
MFS GLOBAL NEW DISCOVERY FUND;
MFS HERITAGE TRUST
COMPANY COLLECTIVE INVESTMENT TRUST; MFS INSTITUTIONAL TRUST
(CANADÁ) MFS EMERGING MARKETS EQUITY FUND; MFS MERIDIAN FUNDS EMERGING MARKETS EQUITY FUND;
AMERICAN EQUITY FUND;
MFS MERIDIAN FUNDS - LATIN
MFS VARIABLE INSURANCE TRUST II- MFS
EMERING MARKETS E.PORTFOLIO; MINISTRY OF STRATEGY AND FINANCE;
NORTHWESTERN
MARK.E.PORTFOLIO;
FUND, LP;
FUND;
MUTUAL
SERIES
FUND,
INC-
EMERGING
OFI INSTITUTIONAL EMERGING MARKETS EQUITY
OFI TRUST COMPANY;
OPPENHIMER
OPPENHEIMER GLOBAL ALLOCATION
DEVELOPING
MARKETS
FUND;
OPPENHEIMER
INTERNATIONAL SMALL COMPANY FUND; PHILIPS ELETRONICS NORTH
AMERICA
CORPORATION
MASTER
RETIREMENT
TRUST;
PUBLIC
EMPLOYEES RETIREMENT SYSTEM OF OHIO; SPDR S&P EMERGIN MARKETS
SMALL CAP ETF; SSGA MSCI EMERGING; THE DUKE ENDOWMENT; THE
PENSION
RESERVES
INVESTMENT
MANAGEMENT
INSURANCE PRODUTCTS FUND:GROWTH PORTFOLIO;
BOARD;
VARIABLE
MARKETS SMALL
CAP INDEX NON-LENDING COMMON TRUST FUND; SSGA SPDR ETFS EUROPE I
PUBLIC LIMITED COMPANY; SSGA/REXITER ACTIVE EMERGING MARKETS
(continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton
Educacional S/A, held on April 30, 2012)
NO-LENDING QIB COMMON TRUST FUND; STATE STREET BANK AND TRUST
COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS;
STADE
STREET
EMERGING
MARKETS;
STICHTING
PENSIONFONDS
HOOGOVENS; THE BANK OF KOREA; PACIFIC LIFE FUNDS – PL EMERING
MARKETS FUND; SPDR S&P EMERING MARKETS SMALL CAP ETF; SSGA
MSCI EM MKTS SMALL CAP INDEX NON-LENDING COMMON TRUST FUND;
SSGA SPDR ETFS EUROPE I PUBLIC LIMITED COMPANY;
SSGA/REXITER
ACTIVE EMERGING MARKETS NON-LENDING QIB COMMON TRUST; STATE
STREET BANK AND TRUST COMPANY INV FUNDS FOR TAX EXEMPT RET P;
STATE
STREET
HOOGOVENS;
EMERING
THE
BANK
MARKETS;
OF
KOREA;
STICHTING
THE
PENSIOENFONDS
PENSION
RESERVES
INVESTIMENT MANAGEMENT BOARD VARIABLE INSURANCE PRODUCTS
FUND: GROWTH PORTFOLIO;
WILLETT (AIV) SELECT INVESTORS I LP;
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR EQUITY GROWTH FUND;
FIDELITY INVESTIMENT TRUST: FIDELITY DIVERSIFIED INTERNATIONAL
FUND;
OPPENHEIMER DEVELOPING MARKETS FUND;
INTERNATIONAL
SMALL
COMPANY
FUND;
OPPENHEIMER
VANGUARD
TOTAL
INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUAD STAR FUND;
AMUNDI FUNDS; BLACKWELL PARTNERS, LLC; RBC DEXIA INVESTOR
SERVICES TRUST AS TRUSTEE FOR THE CANADA POST CORPORATION
PENSION PLAN, HOUR-GLASS EMERGING MARKETS SHARES SECTOR
TRUST; AMUNDI; AMUNDI FUNDS; RBC DEXIA INVESTOR SERVICES
TRUSTEE AS TRUESTREE FOR THE CANADA POSRT CORPORATION
PENSION PLAN; REPRESENTED BY PAULA MARIA DE OLAVARRIA
GOTARDELLO; ALEXANDRE PEDERCINI ISSA; CONSTELLATION LONG
SHORT MASTER FIA; FCB MASTER FIA; CONSTELLATION MASTER
FUNDO DE INVESTIMENTO DE AÇOES; BARTHE HOLDINGS; TYLER
FINANCE LLC; BEWETT INTERNATIONAL LLC; BC MASTER – FUNDO
DE INVESTIMENTO EM AÇÕES; BC MASTER FUNDO DE INVESTIMENTO
EM AÇÕES; BRASIL CAPITAL MASTER – FUNDO DE INVESTIMENTO
(continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton
Educacional S/A, held on April 30, 2012)
MULTIMERCADO; PARTNER FUNDO DE INVESTIMENTO EM AÇÕES;
REPRESENTED BY MARCELLO DA COSTA SILVA; FATOR PRISMA
MARTER FIA; FATOR PRISMA MASTER FIA; FATOR PRISMA MASTER
FIA; FUNDO DE INVESTIMENTO FATOR UIRAPURU MULTIMERCADO;
FI FATOR ARBITRAGEM MULTIMERCADO; FI FATOR HEDGE
ABSOLUTO MULTIMERCADO; FUNDO FATOR SINERGIA IV FIA; FUNDO
FATOR SINERGIA IV FIA;
FUNDO FATOR SINERGIA IV FIA,
REPRESENTED BY RICARDO ORDINE GENTIL NEGRÃO; ALEXANDRE
PEDERCINI ISSA; EVANDO JOSÉ NEIVA, REPRESENTATIVE OF THE
BOARD OF DIRECTORS; ISMAR DE MOURA AND RICARDO RAMOS DA
SILVA, REPRESENTATIVES OF DELOITTE TOUCHE TOHMATSU;
CARLOS ALBERTO BOLINA LAZAR, REPRESENTATIVE OF THE BOARD
OF EXECUTIVE DIRECTORS, LUCILA DE OLIVEIRA CARVALHO,
REPRESENTATIVE OF FISCAL COUNCIL.
Belo Horizonte, April 30, 2012
Presiding:
____________________________
Evando José Neiva
Chairman
_______________________________
Leonardo Augusto Leão Lara
Secretary
(continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton
Educacional S/A, held on April 30, 2012)
Attending shareholders:
PITÁGORAS ADMINISTRAÇÃO E PARTICIPAÇÕES S.A.
____________________________
Leonardo Augusto Leão Lara
Proxy
___________________________________________________
NEIVA PARTICIPAÇOES LTDA
Evando José Neiva
_________________________________________________
ALTAMIRO BELO GALINDO
Proxy Leonardo Augusto Leão Lara
___________________________________________________
JÚLIO FERNANDO CABIZUCA
Proxy Leonardo Augusto Leão Lara
____________________________________________________
CITISSIMO DO BRASIL PARTICIPAÇOES LTDA
Proxy Leonardo Augusto Leão Lara
(continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton
Educacional S/A, held on April 30, 2012)
_____________________________________
SAMOS PARTICIPAÇOES LTDA
Proxy Leonardo Augusto Leão Lara
__________________________________________________________
PAULA MARIA DE OLAVARRIA GOTARDELLO
____________________________________________
ALEXANDRE PEDERCINI ISSA
___________________________________________________________________
MARCELLO DA COSTA SILVA
____________________________________________________________________
RICARDO ORDINE GENTIL NEGRÃO
(continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton
Educacional S/A, held on April 30, 2012)
Others:
______________________________
Evando José Neiva
Representative of the Board of Directors
______________________________
Ismar de Moura
Representative of Deloitte Touche Tohmatsu
____________________________________
Ricardo Ramos da Silva
Representative of Deloitte Touche Tohmatsu
___________________
Carlos Alberto Bolina Lazar
Representative of the Board of Executive Officers
_________________________
Lucila de Oliveira Carvalho
Representative of the Fiscal Council