Minutes of Annual and Extraordinary Shareholders Meeting
Transcrição
CESP – COMPANHIA ENERGÉTICA DE SÃO PAULO C.N.P.J. No. 60.933.603/0001-78 NIRE – 35300011996 ORDINARY AND EXTRAORDINARY GENERAL MEETINGS DATE AND TIME: On the twenty-fourth (24th) days of April 2013, at 15:00. LOCATION: Headquarters, at Avenida Nossa Senhora do Sabará, 5312, São Paulo – SP. CALL: Call Notice published on April 9, 10, and 11, 2013 in the Official Gazette of the State – Business Section and Folha de São Paulo. ATTENDANCE: Shareholders representing more than two thirds (2/3) of the capital stock with voting rights, as per the signatures contained in the Shareholders’ Attendance Book and, pursuant to paragraph 1 of article 134 of Act 6,404/76, Mr . Almir Fernando Martins – CFO and Director of Investor Relations, Mr. Mauro Marques – Accountant, Mr. Fabio Alonso – representative of the Audit Committee, and Mr. Henrique Premoli Silva – representative of Ernst & Young Terco Auditores Independentes S.S.. BOARD: Chairman – Carlos Pedro Jens, Secretary – Paulo Enéas Pimentel Braga. ORDINARY GENERAL MEETING – Agenda: 1) Annual Management Report and Financial Statements for the Financial Year 2012, alongside the Independent Auditor and Audit Committee Reports; 2) Proposed allocation of results and proposed distribution of dividends to shareholders; 3) Election of members of the Board of Administration; and 4) Election of members of the Audit Committee. CLARIFICATIONS: 1) The matters were duly considered by the Council for the Defense of the State Capital – CODEC, through Opinion 055/2013 of 4/23/2013; 2) The minutes were drawn up in summary form, in accordance with paragraph 1 of Article 130 of Act 6,404/76. RESOLUTIONS: 1) Annual Management Report and Financial Statements for the Financial Year 2012, alongside the Independent Auditor and Audit Committee Reports. The Chairman of the Board brought up for discussion the matter included in item 1 of the Agenda: The representative of the shareholder State Treasury of São Paulo, Attorney Cristina Mastrobuono took the floor and, based on CODEC Opinion 055/2013, considering the demonstrations in favor of the Board of Directors and Audit Committee and the report of ERNST & YOUNG TERCO Auditores Independentes S.S., opined in the sense that the financial statements fairly present, in all material respects, the asset and financial status of CESP “as of December 31, 2012, the performance of its operations and its cash flows for the financial year then ended, in accordance with accounting practices adopted in Brazil and IFRS issued by the IASB”, proposed the approval of item 1. The Chairman of the Board put the proposal to vote of the State Treasury and the matter was approved by unanimous vote, with the abstention from the representative of the shareholder Vinci Gas Canoy Dividendos Fundo de Investmentos em Ações, Mr. Marcello Joaquim Pacheco. 2) Proposed allocation of results and proposed distribution of dividends to shareholders. The Chairman of the Board brought up for discussion the matter included in item 2 of the Agenda: The representative of the shareholder State Treasury of São Paulo, Attorney Cristina Mastrobuono, took the floor and, based on the CODEC Opinion 055/2013, proposed, in accordance with the demonstrations in favor of the Board of Administration and Audit Committee, the approval of the distribution of R$386,171,000, with R$115,000,000 in dividends in the form of interest on private capital, already distributed, and R$271,171,000 in dividends, to be paid by November 30, 2013. The Chairman of the Board put the proposal of the State Treasury to a vote and the matter was approved by unanimous vote, with an abstention from the representative of the shareholder Canoy Dividendos Fundo de Investmentos em Ações, Mr. Marcello Joaquim Pacheco. 3) Election of members of the Board of Administration. The Chairman of the Board brought up for discussion the matter included in item 3 of the Agenda: The representative of the shareholder State Treasury of São Paulo, Attorney 2 Cristina Mastrobuono took the floor and, based on CODEC Opinion 055/2013, proposed the election of the following members to the Board of Administration of the Company: JOSÉ ANÍBAL PERES PONTES – Chairman; MAURO GUILHERME JARDIM ARCE; ANDREA SANDRO CALABI; CARLOS PEDRO JENS; FERNANDO CARVALHO BRAGA; MARCOS ANTONIO DE ALBUQUERQUE; RICARDO ACHILLES; CLÓVIS LUIZ CHAVES; MIGUEL MOUBADDA HADDAD. Mr. Mauro Rodrigues da Cunha was appointed for the Board of Administration by the Preferred Shareholders. The Chairman of the Board put item 3 of the agenda to vote and the matter was approved by a majority of votes, with the election of the following members to the Board of Administration: Chairman: José Anibal Peres de Pontes, Brazilian, married, economist , RG No. 13.835.924-SSP/SP, CPF/MF No. 106.629.522-00, residing and domiciled at Rua Maranhão, 887, São Paulo/SP, Mauro Guilherme Jardim Arce, Brazilian, married, electrical engineer, RG No. 2.550.634, CPF No. 107.894.648-53, residing and domiciled at Rua Tuim, 371, apt. 62, São Paulo/SP, Andrea Sandro Calabi, Brazilian, consensually separated, economist, RG No. 2.763.894 SSP/SP, CPF/MF No. 002.107.148-91, residing and domiciled at Rua Tucumã, 217, apt. 241, São Paulo/SP, Ricardo Achilles, Brazilian, married, engineer, RG No. 16.983.872 SSP/SP, CPF/MF No. 111.702.348-60, residing and domiciled at Rua Maracá, 266, apt. 53, São Paulo/SP, Carlos Pedro Jens, Brazilian, married, civil engineer, RG No. 2.701.036, CPF/MF No. 003.300.198-72, residing and domiciled at Rua Dr. José Alves Sobrinho, 150, apt. 22, São Paulo/SP, Fernando Carvalho Braga, Brazilian, divorced, economist, RG No. 4.911.744, CPF/MF No. 538.987.458-72, residing and domiciled at Rua Itapaiúna, 1800, apt. 201, São Paulo/SP, Marcos Antonio de Albuquerque, Brazilian, married, business administrator, RG No. 5.490.920-X, CPF/MF No. 404.160.628-49, residing and domiciled at Rua Chiquinha Rodrigues, 241, São Paulo/SP , Clovis Luiz Chaves, Brazilian, married, lawyer, RG No. 8.184.952-7, CPF/MF No. 363.794.928-87, residing and domiciled at Alameda das Andorinhas, 520, São Jose do Rio Preto/SP, Miguel Moubadda Haddad, Brazilian , married, lawyer, RG No. 9.512.557, CPF/MF No. 964.768.508-49, residing and domiciled at Rua Retiro, 280, apt. 161. Jundiaí/SP, and Mauro Rodrigues da Cunha, Brazilian, married, economist, RG No. 404.399, issued by the Ministry of the Navy/RJ, CPF/MF No. 004.275.077-66, residing and domiciled at Rua São Paulo Antigo, 500, apt. 34C, São Paulo/SP. Mr. Carlos Pedro Jens remained in the capacity of Independent Councilor under § 3 of Article 9 of the Bylaws of the Company. Moreover, considering the provisions of Article 239 of the Corporations Act, the appointment of one member and an alternate from the minority shareholder to compose the said Council shall not be hindered, if required. Also, pursuant to Article 141, paragraph 4 of the same law, the appointment of a member of the preferred shareholder to the Board of Administration of the Company should be upheld, if exercised. The newly-elected Board members shall perform their duties in accordance with the Bylaws, with a unified term until the Meeting intended for the approval of the 2014 accounts, subject to the provisions of Article 140 of Federal Act 6,404/76, and their remuneration shall be fixed in accordance with the guidelines of this Board, under CODEC Opinion 001/2007, and receipt shall be subject to the conditions set out in CODEC Opinion 116/2004, with the possibility of compensation on a “pro rata temporis” basis, as mentioned in CODEC Opinion 057/2003 and Article 4 of CODEC Resolution 01/91. It should be noted that, given the issue of State Decree 58,265 of August 2, 2012, as from the month of issue of said law, the authorization contained in CODEC Opinion 150/2005 no longer applies, which provided for the extension to members of the Board of Directors of the premium instituted by CODEC Opinion 057/2003. However, the system described in the latter and other related material in relation to the members of the Board remains unchanged. Investiture in the position should meet the requirements, constraints and procedures of the Corporation Act and other provisions in force, and the need to observe CODEC Resolution 01/2010 should be noted. With regard to the declaration of assets, the applicable state regulations should be observed. 4) Election of the members of the Audit Committee. The Chairman of the Board brought up for discussion the matter included in item 4 of the Agenda: The representative of the shareholder State Treasury of São Paulo, Attorney Cristina Mastrobuono, took the floor and, based on CODEC Opinion 055/2013, proposed the election of the following members to the Audit Committee of the Company: EMILIA TICAMI and her alternate JOÃO PAULO DE JESUS LOPES; FABIO ALONSO and his alternate ENIO MARRANO LOPES; HÉLIO PILNIK and his alternate PAULO ROBERTO FARES. Considering the provisions of Article 240 of Act 3 6,404/76, the shareholders owning minority common shares and preferred shares should be provided, if required, with the right to elect, each, one (1) member of the Audit Committee and an alternate. Audit Committee members shall hold office until the next Ordinary General Meeting and, in the event the member is unable to attend, the alternate shall be called to attend the meetings. The Audit Committee members shall receive a monthly compensation at the rate of twenty percent (20%) of the monthly remuneration of the directors of the Company, subject to attendance to at least one monthly meeting, and shall be entitled to compensation on a “pro rata temporis” basis, paid in December, according to CODEC Resolution 001/91. Investiture in the position of Audit Committee member should meet the requirements, constraints and procedures of the Corporation Act and other applicable regulations. With regard to the declaration of assets, the applicable regulations should be observed. The Chairman of the Board opened the floor to the representative of the shareholder Vinci Gas Canoy Dividendos Fundo de Investimentos em Ações, Mr. Marcello Joaquim Pacheco, who, in conjunction with the representative of the shareholder Talos Capital Limited, Mr. Rodrigo Mesquita Pereira, in the exercise of the powers conferred on him by Article 240 of Act 6,404/76, as preferential shareholders of the Company, indicated Manuel Jeremias Leite Caldas as effective member and Fernando Cézar Maia as alternate. The representative of the shareholder Banco Santander S.A., Mr. Luciano Faleiros Paolucci, in accordance with article 240 of Act 6,404/76, in the quality of holder of common minority shares, appointed Amancio Acúrcio Gouveia as effective member and Anna Paula Dorce Armonia as alternate. The Chairman of the Board put item 4 of the Agenda to vote and the matter was approved by a majority vote, with the Audit Committee being constituted as follows: Full Members: Emilia Ticami, Brazilian, single, public administrator, RG No. 6.923.423-1, CPF/MF No. 022.489.508-70, residing and domiciled at Rua Francisco Pugliese, 403, São Paulo/SP, Fabio Alonso, Brazilian, married, accountant, RG No. 10.131.545-4, CPF/MF No. 046.944.808-39, residing and domiciled at Rua Vergueiro, 168, apt. 84. São Paulo/SP, Hélio Plinik, Brazilian, married, economist, RG No. 7.156.788, CPF/MF No. 759.900.598-68, residing and domiciled at Rua João Ramalho, 277, apt. 83, São Paulo/SP, Amâncio Acúrcio Gouveia, Brazilian, married, accountant, RG No. 6.234.162-3/IFP, CPF/MF No. 735.075.127-34, residing and domiciled at Rua Itapiúna, 1800, apt. 134, São Paulo/SP, Manuel Jeremias Leite Caldas, Brazilian, married, doctor and master in economics, RG No. 284.123, CPF/MF No. 535.866.207-30, residing and domiciled at Avenida Lucio Costa, 6700/1103, Barra da Tijuca Rio de Janeiro/RJ. Alternate Members: João Paulo de Jesus Lopes, Brazilian, married, civil engineer, RG No. 3.678.376, CPF/MF No. 205.976.658-34, residing and domiciled at Rua Girassol, 756 apt., 41, São Paulo/SP, Enio Marrano Lopes, Brazilian, married, business administrator, RG No. 8.385.865-9, CPF/MF No. 021.526.678-16, residing and domiciled at Rua Fonseca da Costa, 221, Jardim da Saúde, São Paulo/SP, Paulo Roberto Fares, Brazilian, married, civil engineer, RG No. 6.607.476, CPF/MF No. 032.721.388-46, residing and domiciled at Alameda Espanha, 320, Carapicuíba/SP, Anna Paula Dorce Armonia, Brazilian, divorced, Bachelor in law, business administrator and accountant, RG No. 17.907.735-1, CPF/MF No. 148.895.798-09, residing and domiciled at Rua Jesuíno Arruda, 755, apt. 11, São Paulo/SP and Fernando Cézar Maia, Brazilian, married, electrical engineer, RG No. 1.021.177, CPF/MF No. 443.096.007-00, residing and domiciled at Avenida Santa Monica, Block 5, apt. 802, Barra da Tijuca, Rio de Janeiro/RJ. EXTRAORDINARY GENERAL MEETING – Agenda: 1) Ratification of CODEC Opinion 03/2013, which addresses the remuneration of Board members; 2) Amendment of the Bylaws to institute new writings to the heading of Article 3 and item III of Article 20. RESOLUTION: The Chairman of the Board brought up for discussion the matter contained in item 1 of the Agenda: The representative of the shareholder State Treasury of São Paulo, Attorney Cristina Mastrobuono, in accordance with the provisions of Article 152 of Act 6,404/76 and based on CODEC Opinion 055/2013, proposed the adjustment of the remuneration of the Board members, at the individual monthly amount of twenty thousand five hundred ninety reais (R$20,590.00), effective as from the month of competence of January 2013, pursuant to CODEC Opinion 003 and Circular Letter 001/GS-CODEC of January 31 of the current year. Similarly, State Prosecutor shall record that, on the constant amount of the previous paragraph, in accordance with the CODEC Opinion that specifies it, the percentage established in CODEC Opinion 001/2007 shall also be covered, regarding the remuneration of audit committee and board members, with the remaining conditions for receipt of the respective remuneration, 4 according to the CODEC guidelines in force. Moreover, the board members may be entitled to the occasional premium, pursuant to CODEC Opinion 150/2005. The authorization of the establishment of the annual compensation on a “pro rata temporis” basis, paid in December, under Article 4 of CODEC Resolution 01/91 is also proposed to members of the Board, Board of Administration and Audit Committee. The Chairman of the Board put the proposal of the State Treasury to vote and the matter was approved by unanimous vote, with an abstention from the representative of the shareholder Vinci Gas Canoy Dividendos Fundo de Investimentos em Ações, Mr. Marcello Joaquim Pacheco. The Chairman of the Board brought up for discussion the matter included in item 2 of the Agenda: The representative of the shareholder State Treasury of São Paulo, Attorney Cristina Mastrobuono, took the floor and, based on CODEC Opinion 055/2013, proposed the approval of the statutory amendments presented, the corporate arrangements being in force with the following wording: “ARTICLE 3 – The capital stock is five billion nine hundred seventy-five million four hundred thirty-three thousand, four hundred fifty-four reais and forty-three cents (R$5,975,433,454.43), divided into three hundred twenty-seven million, five hundred two thousand six hundred seventy-three (327,502,673) shares, of which one hundred nine million one hundred sixty-seven thousand five hundred fifty eight (109,167,558) are ordinary shares of a single class, seven million seven hundred two thousand seven hundred twenty six (7,702,726) are class A preferred shares, and two hundred and ten million six hundred thirty-two thousand three hundred eighty-nine (210,632,389) are class B preferred shares, all nominative and without par value.” “ARTICLE 20 – The CEO shall: III – represent the company, actively or passively, in or out of court, with the possibility of appointing a proxy for this purpose, to receive initial summons and notifications, observing the provisions of Article 21 hereof; “The Chairman of the Board put the proposal of the State Treasury to vote and the matter was approved by unanimous vote, with an abstention from the representative of the shareholder Vinci Gas Canoy Dividendos Fundo de Investimentos em Ações, Mr. Marcello Joaquim Pacheco. CLOSURE AND SIGNATURE OF THE MINUTES: There being no other matters, the Chairman closed the work of the Ordinary and Extraordinary General Meetings, requesting the recording of these minutes, which, upon being read and approved, were signed by the board and shareholders present that constitute the majority required for the resolutions taken. Carlos Pedro Jens – Chairman of the Board; Paulo Enéas Pimentel Braga – Secretary; Cristina Mastrobuono –State Treasury of São Paulo; Wilson Bandeira de Moura – Companhia do Metropolitano de São Paulo – METRÔ; Fabio Alonso – the Audit Committee; Lívia de Senne Badaró Mubarak – DERSA Desenvolvimento Rodoviário S/A; Amadeu Luiz Palmieri – DAEE Departamento de Águas e Energia Elétrica; Luciano Faleiros Paolucci – Banco Santander (BRAZIL) S/A; Marcello Joaquim Pacheco – MARPACHE Serviços de Escritório Ltda. – EPP, representing the groups: APOGEO VISÃO FUNDO DE INVESTIMENTO EM AÇÕES, MISTYQUE TEENS FUNDO DE INVESTIMENTO EM AÇÕES, NAF ENIGMA FUNDO DE INVESTIMENTO EM AÇÕES, FNAF FUNDO DE INVESTIMENTOS EM AÇÕES FUNDO DE INVESTIMENTOS EM AÇÕES MISTYQUE, VINCI GAS CANOY DIVIDENDOS FUNDO DE INVESTIMENTOS EM AÇÕES ; Rodrigo de Mesquita Pereira – for the groups HSBC CTVM S.A.,CITIBANK N. A, J.P. MORGAN S.A. – Distribuidora de Títulos e Valores Mobiliários, ITAU/UNIBANCO and BANCO SANTANDER (BRASIL) S.A., representing the funds: TALOS CAPITAL LIMITED, AMUNDI FUNDS, JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045833, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045835, CITY OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM, FLEXSHARES MORNINGSTAR EMERGING MARKETS FACTOR TILT INDEX FUND, FLEXSHARES® INTERNATIONAL QUALITY DIVIDEND DEFENSIVE INDEX FUND, ENSIGN PEAK ADVISORS, INC, NORGES BANK, PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO, SBC MASTER PENSION TRUST, SCHRODER INTERNATIONAL SELECTION FUND, STATE OF NEW MEXICO STATE INVESTMENT COUNCIL, STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL, STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL, THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST, THE PUBLIC EDUCATION EMPLOYEE RETIREMENT SYSTEM OF MISSOURI, THE PUBLIC SCHOOL RETIREMENT SYSTEM OF MISSOURI, VANGUARD INVESTMENT SERIES, PLC, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS, TOBAM ANTI-BENCHMARK EMERGING MARKETS EQUITY FUND, BATTERYMARCH GLOBAL EMERGING MARKET FUND, FIDELITY LATIN AMERICA FUND, STATE OF CALIFORNIA PUBLIC 5 EMPLOYEES RETIREMENT SYSTEM, STATE OF OREGON, ADVISORS INNER CIRCLE FUND ACADIAN EMERGING MARKETS EQUITY FUND, ACADIAN EMERGING MARKETS EQUITY II FUND, LLC., BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A., IBM 401(K) PLUS PLAN, LUCENT TECHNOLOGIES INC. MASTER PENSION TRUST, MANAGED PENSION FUNDS LIMITED, PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO, SOUTHERN CA EDISON CO NUCLEAR FAC QUAL CPUC DECOM M T FOR SAN ONOFRE AND PALO VERDE NUC GEN STATION, STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS, EATON VANCE PARAMETRIC TAX-MANAGED EMERGING MARKETS FUND, TEACHER RETIREMENT SYSTEM OF TEXAS, THE BARING EMERGING MARKETS UMBRELLA FUND, SUB FUND, THE BARING, LATIN AMERICA FUND, THE MONETARY AUTHORITY OF SINGAPORE, THE WASHINGTON UNIVERSITY, TREASURER OF THE STATE OF NORTH CAROLINA EQUITY INVESTMENT FUND POOLED TRUST, SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND, CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, FIDELITY GLOBAL FUND, FLORIDA RETIREMENT SYSTEM TRUST FUND, OMERS ADMINISTRATION CORPORATION, PANAGORA GROUP TRUST, PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO, STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST, STATE STREET EMERGING MARKETS, THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD, WASHINGTON STATE INVESTMENT BOARD, CATHOLIC HEALTH INITIATIVES, DTE VEBA MASTER TRUST, LEGG MASON GLOBAL FUNDS PLC, ILLINOIS STATE BOARD OF INVESTMENT, MICROSOFT GLOBAL FINANCE, MUNICIPAL EMPLOYEES ANNUITY AND BENEFIT FUND OF CHICAGO, NEW HAMPSHIRE RETIREMENT SYSTEM, FIREFIGHTERS RETIREMENT SYSTEM, PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY, JOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY INDEX TRUST B, EMERGING MARKETS EQUITY TRUST 1, FLORIDA STATE BOARD OF ADMINISTRATION, ALASKA PERMANENT FUND, CITY OF NEW YORK GROUP TRUST, BELLSOUTH CORPORATION RFA VEBA TRUST FOR NON-REPRESENTABLE EMPLOYEES, SCOTIA LATIN AMERICAN FUND, THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO, THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP 7 EQUITY FUND, AT&T UNION WELFARE BENEFIT TRUST, USAA CAPITAL GROWTH FUND, EMERGING MARKETS EQUITY TRUST 4, DTE ENERGY COMPANY AFFILIATES EMPLOYEE BENEFIT PLANS MASTER TRUST, UNIVERSITY OF PITTSBURGH MEDICAL CENTER SYSTEM, THE HONEYWELL INTERNATIONAL INC. MASTER RETIREMENT TRUST, THE NOMURA TRUST AND BANKING CO., LTD. RE: INT. EMERGING STOCK INDEX MSCI EMERGING NO HEDGE MOTHER, EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND, EATON VANCE PARAMETRIC STRUCTURED EMERGING MARKETS FUND, ISHARES MSCI BRAZIL (FREE) INDEX FUND, SPDR S&P EMERGING MARKETS ETF, PENSIONDANMARK INVEST F.M.B.A. - EMERGING MARKETS AKTIER, EMERGING MARKETS INDEX NON-LENDABLE FUND, FIDELITY INVESTMENT TRUST: LATIN AMERICA FUND, VANGUARD EMERGING MARKETS STOCK INDEX FUND, GMAM INVESTMENT FUNDS TRUST, NEW YORK STATE TEACHER`S RETIREMENT SYSTEM, VIRGINIA RETIREMENT SYSTEM, COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND OF THE COOK COUNTY, SSGA EMERGING MARKETS INDEX PLUS NON-LENDING COMMON TRUST FUND, VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS, SCRI ROBECO INSTITUTIONEEL EMERGING MARKETS QUANT FONDS, CANADA PENSION PLAN INVESTMENT BOARD, NATIONAL COUNCIL FOR SOCIAL SECURITY FUND, NORTHERN TRUST INVESTMENT FUNDS PLC, ISHARES MSCI BRIC INDEX FUND, COLLEGE RETIREMENT EQUITIES FUND, EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS EMERGING MARKETS EQUITY FUND, ADVANCED SERIES TRUST - AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO, VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS, JAPAN TRUSTEE SERVICES BANK, LTD. RE: RTB NIKKO BRAZIL EQUITY ACTIVE MOTHER FUND, MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN, BEST INVESTMENT CORPORATION, MINISTRY OF STRATEGY AND FINANCE, OLD MUTUAL GLOBAL FUNDS PLC, PICTET - EMERGING MARKETS INDEX, PICTET GLOBAL SELECTION FUND - GLOBAL HIGH YIELD EMERGING EQUITIES FUND, BELLSOUTH CORPORATION RFA VEBA TRUST, PPL SERVICES CORPORATION MASTER TRUST, PICTET FUNDS S.A. RE: PI(CH)-EMERGING MARKETS TRACKER, FIDELITY SALEM STREET TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND, SCHWAB EMERGING MARKETS EQUITY ETF, ISHARES MSCI EMERGING MARKETS INDEX FUND, NORTHERN TRUST UCITS COMMON CONTRACTUAL FUND, UPS GROUP TRUST, EMERGING MARKETS INDEX NON-LENDABLE FUND B, EGSHARES BRAZIL INFRASTRUCTURE ETF, LEGG MASON GLOBAL ASSET MANAGEMENT TRUST - LEGG MASON STRATEGIC REAL RETURN FUND, SSGA ALL COUNTRY WORLD EX-US INTEGRATED ALPHA SELECT NON-LENDING COMMON TRUST FUND, BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND, TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND, EMERGING MARKETS 6 EQUITY INDEX MASTER FUND, EMERGING MARKETS EQUITY INDEX PLUS FUND, CF DV EMERGING MARKETS STOCK INDEX FUND, PYRAMIS GLOBAL EX U.S. INDEX FUND LP, DBX MSCI BRAZIL CURRENCY-HEDGED EQUITY FUND, JAPAN TRUSTEE SERVICES BANK, LTD. STB LM BRAZILIAN HIGH DIVIDEND EQUITY MOTHER FUND, FIRST TRUST BRAZIL ALPHADEX FUND, THE MASTER TRUST BANK OF JAPAN, LTD. AS T F N T ALL C W EQ INV INDEX FUND (TAX EX Q INS INV ONLY), MAINSTAY 130/30 INTERNATIONAL FUND, THE GLENMEDE FUND, INC. PHILADELPHIA INTERNATIONAL EMERGING MARKETS FUND, PACIFIC SELECT FUND - INTERNATIONAL SMALL-CAP PORTFOLIO, ST. JAMES’S PLACE GLOBAL EQUITY UNIT TRUST, FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND, FIDELITY SALEM STREET TRUST: SPARTAN GLOBAL EX U.S. INDEX FUND, ASG GROWTH MARKETS FUND, PARAMETRIC STRUCTURED ABSOLUTE RETURN PORTFOLIO, VANGUARD FUNDS PUBLIC LIMITED COMPANY, HAND COMPOSITE EMPLOYEE BENEFIT TRUST, JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND, PICTET - EMERGING MARKETS SUSTAINABLE EQUITIES, DOW RETIREMENT GROUP TRUST, PICTET - EMERGING MARKETS HIGH DIVIDEND, LVIP BLACKROCK EMERGING MARKETS INDEX RPM FUND, CORNERSTONE ADVISORS GLOBAL PUBLIC EQUITY FUND, FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS EMERGING MARKETS FUND, CLARIVEST EMERGING MARKETS EQUITY FUND, L.P., WELLS FARGO ADVANTAGE DIVERSIFIED STOCK PORTFOLIO, NZAM EM8 EQUITY PASSIVE FUND, EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX FUND B, TIAACREF FUNDS – TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND, NEW YORK STATE TEACHER’S RETIREMENT SYSTEM, FIDELITY LATIN AMERICA FUND, PENSIONDANMARK INVEST F.M.B.A – EMERGING MARKETS AKTIER. São Paulo, April 24, 2013 Carlos Pedro Jens Chairman of the Board Paulo Enéas Pimentel Braga Secretary
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