CETIP S.A. – MERCADOS ORGANIZADOS CNPJ nº 09.358.105
Transcrição
Minutes of the Extraordinary Meeting of the Board of Directors No. 13/A/2014, from October 14th, 2014. CETIP S.A. – MERCADOS ORGANIZADOS CNPJ nº 09.358.105/0001-91 NIRE 33.300.285.601 MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS No. 13/A/2014 Held on October 14th, 2014 On October 14th, 2014 at 1:00 PM, the Board of Directors’ of CETIP S.A. – MERCADOS ORGANIZADOS held an extraordinary meeting, having Mr. Edgar da Silva Ramos as Chairman and Mr. Reinaldo Rabelo de Morais Filho as Secretary, with the attendance of Messrs. Roberto de Jesus Paris, Pedro Paulo Mollo Neto, Alexsandro Broedel, José Roberto Machado Filho, Robert Taitt Slaymaker, Alkimar Ribeiro Moura, José Lucas Ferreira de Melo, Nelson Henrique Barbosa Filho and João Carlos Ribeiro. Absence of Mr. David Scott Goone for justified reasons presented to the Chairman of Board of Directors. Call: Called electronically in the form provided in paragraph 4, Article 25, of the Company’s Bylaws. By unanimous vote of those present, these minutes were authorized to be drawn up in summary format. The resolutions were approved by unanimous vote of those present based on the supporting documents that are filed at the Company’s headquarters. Resolutions: 1. Approval and ratification of the Capital Stock increase, due to the exercise of options in the scope of the Company’s grant programs. To approve and ratify the Capital Stock increase within the limit authorized by the Bylaws, in the amount of R$ 12,397,838.30 (twelve million, three hundred and ninetyseven thousand, eight hundred and thirty-eight reais and thirty centavos) with the issue of 592,986 (five hundred and ninety-two thousand, nine hundred and eighty-six) shares. The issued shares will participate equally in all benefits, including dividend payments and any capital remunerations that may be declared by the Company. As per Article 171, paragraph 3, of the Brazilian Corporation Law, the shareholders will have no preference rights in the subscription of the capital stock increase resulting from Minutes of the Extraordinary Meeting of the Board of Directors No. 13/A/2014, from October 14th, 2014. the exercise of stock options. Thus, the Company's subscribed capital is increased from R$ 623,539,103.15 (six hundred and twenty-three million, five hundred and thirty-nine thousand, one hundred and three reais and fifteen centavos), divided into 261,752,833 (two hundred and sixty-one million, seven hundred and fifty-two thousand, eight hundred and thirty-three) common shares, with no par value to R$ 635,936,941.45 (six hundred and thirty-five million, nine hundred and thirty-six thousand, nine hundred and forty-one reais and forty-five centavos), divided into 262,345,819 (two hundred and sixty-two million, three hundred and fortyfive thousand, eight hundred and nineteen) common shares, with no par value. Closure, Drawing up of the Minutes, Approval and Signature There being no further business to discuss, the meeting was closed, drawing up these minutes, which were read, approved and signed by all Members of the Board present. Original minutes of the meeting signed by Members: Edgar da Silva Ramos, Roberto de Jesus Paris, Pedro Paulo Mollo Neto, Alexsandro Broedel, José Roberto Machado Filho, Robert Taitt Slaymaker, Alkimar Ribeiro Moura, José Lucas Ferreira de Melo, Nelson Henrique Barbosa Filho and João Carlos Ribeiro. 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. São Paulo, October 14th, 2014. _____________________________________ Reinaldo Rabelo de Morais Filho Secretary (Last Page of the Minutes of the Extraordinary Meeting of the Board of Directors of Cetip S.A. – Mercados Organizados, th held on October 14 , 2014)
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