Minutes of the Extraordinary General Meeting
Transcrição
Minutes of the General Extraordinary Shareholders’ Meeting of rd Cetip S.A.- Mercados Organizados as of September 23 , 2013. Page 1 of 4. CETIP S.A. – MERCADOS ORGANIZADOS CNPJ nº 09.358.105/0001-91 NIRE 33.300.285.601 MINUTES OF THE GENERAL SHAREHOLDERS’ MEETING, HELD ON SEPTEMBER 23RD, 2013. DATE, TIME AND LOCATION: On September 23rd, 2013, at 10:00 AM, at Cetip S.A. – Mercados Organizados (Company) headquarters, in the auditorium on the second floor of Presidente Castello Branco Building, located at Avenida República do Chile 230, in the city and state of Rio de Janeiro CALL AND NOTICE OF MEETING: Call notices were published in Diário Oficial do Estado do Rio de Janeiro and in the newspapers Valor Econômico of the States of Rio de Janeiro and São Paulo, on September 5th, 6th, and 9th, 2013. The documents required by CVM Instruction 481/2009 were also disclosed electronically to the market. ATTENDANCE: Shareholders present represented forty three (43%) percent of the voting capital and total capital stock of the company. Members of the Administration of the Company also attended. AGENDA: (1) Election of Mr. Luis Felix Cardamone Neto to occupy the position of Member of the Board of Directors of the Company, in replacement of Mr. Gilson Finkelsztain, who resigned the position on July 12th, 2013; (2) Ratification of the appointment of Members Edgar da Silva Ramos, David Scott Goone, Ary Oswaldo Mattos Minutes of the General Extraordinary Shareholders’ Meeting of rd Cetip S.A.- Mercados Organizados as of September 23 , 2013. Page 2 of 4. Filho and Alexsandro Broedel to integrate the Committee for Appointment of Independent Members; (3) Re-ratification of item 2, of the resolutions of the Minutes of the General Extraordinary Shareholders’ Meeting held on April 29th, 2013, to correct the mistake in transcribing the amount of capital increase approved so that the amount is BRL 211,962,822.77 instead of BRL 211,962,814.10. BOARD: Mr. André Veiga Milanez – Chairman; and Mrs. Izabella Arger Cadier - Secretary. RESOLUTIONS: The following resolutions were approved: 1) By unanimous vote of the present, these minutes were authorized to be drawn up in summary format and to be published without the signatures of the shareholders, pursuant to Article 130, paragraphs 1 and 2, of Law nr. 6404/76; 2) By majority vote of the present, and without reserves or exceptions, the election of Mr. Luis Felix Cardamone Neto, Brazilian Citizen, married, business administrator, holder of the identity card nr. 11.759.329, issued by SSP/SP, enrolled with the Ministry of Finance as individual taxpayer registered under (CPF/MF) nr.042.649.938-73, with offices at Av. Juscelino Kubitschek, nr. 2.235, 15º andar, Vila Olímpia, in the City and State of São Paulo, SP, to occupy the position of Member of the Board of Directors of the Company for the remaining period of the mandate of the replaced member, that is, until April 17th , 2014. 3) By majority vote of the present, without reserves or exceptions, the ratification of the appointment of Members Edgar da Silva Ramos, David Scott Goone, Ary Oswaldo Mattos Filho, and Alexsandro Broedel Lopes to integrate the Committee for Appointment of Independent Members. Minutes of the General Extraordinary Shareholders’ Meeting of rd Cetip S.A.- Mercados Organizados as of September 23 , 2013. Page 3 of 4. 4) By unanimous vote of those present, recorded the abstentions and with or without exceptions, the re-ratification of item 2 of the resolutions of the Minutes of the General Extraordinary Shareholders’ Meeting, held on April 29th, 2013, recorded at JUCERJA under nr. 00002468333, on May 8th, 2013 which enters in force with the following wording: By unanimous vote of those present, recorded the abstentions without exceptions or reserves, the proposal for capital stock of the Company increase in the amount of two hundred and eleven million, nine hundred and sixty two thousand, eight hundred and twenty two reais and seventy seven cents (BRL 211,962,822.77) without issuance of new shares, by means of capitalization of the excess profit reserves according to the terms of Article 199, of the Brazilian Corporate Law (Lei das S.A.), in the amount of sixty one million, nine hundred and sixty two thousand, eight hundred and twenty two reais and seventy seven cents (BRL 61,962,822.77) and of capitalization of reserves in the amount of one hundred and fifty million reais (BRL 150,000,000,00) being: (i) eighteen million seven hundred and eighty six thousand, two hundred and fourteen reais and twenty four cents (BRL 18,786,214.24) relative to the capital reserve resulting from the merger of Cetip – Custody and Settlement Chamber (“Cetip Association”); (ii) three hundred and sixty eight thousand, two hundred and sixty one reais and ninety three cents (BRL 368,261.93) relative to the capital reserve resulting from the merger of Advent Depository Participações S.A.; (iii) seventy seven thousand and eighty five reais (BRL 77,085.00)relative to premium reserve of share subscription; and (iv) one hundred and thirty million, seven hundred and sixty eight thousand, four hundred and thirty eight reais and eighty three cents (BRL 130,768,438.83) relative to the capital reserve resulting from the merger of GRV Solutions S.A. Thus, the capital stock subscribed of the Company goes from three hundred and forty seven million, seven hundred and e four thousand, one hundred and seventy one reais and fifty one cents (BRL 347,794,171.51) divided into two hundred and fifty nine million, seventy seven thousand, two hundred and thirty (259,077,230) ordinary shares with no par value, to five hundred and fifty nine million, seven hundred and fifty six thousand, nine hundred and ninety four reais and twenty eighty cents (BRL 559,756,994.28), divided into two hundred and fifty nine million, seventy seven thousand, two hundred and thirty (259,077,230) ordinary shares with no par value. Minutes of the General Extraordinary Shareholders’ Meeting of rd Cetip S.A.- Mercados Organizados as of September 23 , 2013. Page 4 of 4. Closure: There being no further business to discuss, the meeting was closed, drawing up these minutes in summary format, which were read, approved and signed by all those present. I hereby declare that this is a true and faithful copy of the minutes of the meeting, which has been entered in the appropriate registration book. Rio de Janeiro, September 23rd, 2013. André Veiga Milanez Chairman of the Meeting Izabella Arger Cadier Secretary
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