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JSL S.A.
Publicly-Held Company
CORPORATE TAXPAYER’S ID (CNPJ/MF): 52.548.435/0001-79
CORPORATE REGISTRY (NIRE): 35.300.362.683
MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING
HELD ON APRIL 25, 2014
Date, time and place: April 25 2014, at 8:00 a.m., at the headquarters of JSL S.A. (“Company”),
located at Avenida Presidente Juscelino Kubitschek, nº 1.327, conjunto 221, Edifício International Plaza
II, Vila Nova Conceição, São Paulo – SP, CEP 04543-011.
Call Notice: The Call Notice was published in the Diário Oficial do Estado de São Paulo on April 10, 11
and 12, 2014, on pages 49, 54 and 44, respectively, and in Brasil Econômico newspaper on April 10 11
and 14, 2014, on pages 06, 21 and 23, respectively.
Attendance: The Shareholders' Meeting was called to order on the first call, with the attendance of
shareholders representing 80% of the Company's voting capital, in accordance with the signatures
recorded in the Shareholders' Attendance Book. Also present were Carlos Eduardo Guaraná Mendonça,
representing PricewaterhouseCoopers Auditores Independentes, Luciano Douglas Colauto member of
the Fiscal Council, and Denys Marc Ferrez, Chief Financial Officer.
Presiding: Chairman: Denys Marc Ferrez and Secretary: Maria Lúcia de Araujo.
Agenda: (i) To acknowledge the management’s accounts, and to analyze, discuss and vote on the
Financial Statements for the fiscal year ended December 31, 2013, accompanied by the independent
auditors’ report; (ii) To resolve on the proposal for the allocation of net income for the fiscal year ended
December 31, 2013, as well as on the dividend distribution; (iii) To establish the overall annual
compensation of the Company’s Management for fiscal year 2014; (iv) Inclusion of a sole paragraph in
article 13 of the Bylaws to establish that, as of May 14, 2014, the positions of Chairman of the Board of
Directors and Chief Executive Officer or main executive of the Company shall not be held by the same
person; (v) Inclusion, in the caput of article 22, of a reference to the new sole paragraph of article 13,
which states that the positions of Chairman of the Board of Directors and Chief Executive Officer or
main executive of the Company shall not be held by the same person
Resolutions:
After having waived the reading of the documents pertaining to the issues in the agenda, clarified any
doubts and concluded the related discussions, the shareholders' present at the meeting:
(i)
having registered the abstention of those shareholders legally prevented from voting and the
shareholders EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND, EMERGING MARKETS SMALL
CAPITALIZATION EQUITY INDEX FUND NON-LENDABLE FUND, EMERGING MARKETS SMALL CAPITALIZATION
EQUITY INDEX FUND NON-LENDABLE FUND B, ISHARES III PUBLIC LIMITED COMPANY, ISHARES MSCI BRASIL
SMALL CAP ETF, ISHARES MSCI EMERGING MARKETS SMALL CAP INDEX FUND, unanimously approve the
Financial Statements, Management Report and Management Accounts for the fiscal year ended
December 31, 2013, with no restrictions, which were published in Diário Oficial do Estado de São Paulo
on February 26, 2014, on pages 87 to 106, and in Brasil Econômico, on February 26, 2014, pages 15 to
33;
(ii)
by a unanimously, the Management’s Proposal for the allocation of net income for the fiscal
year ended December 31, 2013, particularly approval for the distribution of dividends totaling twenty
two million, two hundred and twenty five thousand, eight hundred and thirteen reais and thirteen
centavos (R$ 22.225.813,13), corresponding to R$ 0,10377792 per share. Of this total, nineteen
million, eight hundred six thousand, one hundred seventy-eight reais and twenty seven centavos (R$
19.086.178,27) were declared and paid to the shareholders as interest on equity, as approved by the
Board of Directors’ Meeting of December 13, 2013, said payment being duly ratified. The remaining
three million, one hundred thirty nine thousand, six hundred and thirty four reais and eighty six
centavos (R$ 3.139.634,86), corresponding to R$ 0,01465975 per share, considering the number of
shares into which the capital stock was divided on April 25, 2014, excluding those held in treasury on
the same date, will be paid on May 7, 2014. Shareholders of record on April 25, 2014, will be entitled to
receive the payment. Shares will be traded ex-dividends on the BM&FBovespa (Securities, Commodities
and Futures Exchange) as of April 28, 2014.
(iii) by a unanimously, having recorded the abstention of the shareholders FUNDO DE INVESTIMENTO EM
ACOES RAT II, SUL AMERICA EXPERTISE FIA, SUL AMERICA EXPERTISE LONG ONLY FUND LLC, SULAMERICA
TOTAL RETURN FIA, SULAMERICA PRESTIGE TOTAL PREV FI MULTIMERCADO, RODES FI EM AÇÕES, AKA SUL
AMERICA FUNDO FIA, SUL AMERICA EXPERTISE II FIA, approved the total annual compensation to be paid
to the Company’s Board of Directors and Statutory Officers in fiscal year 2014, which was established at
seventeen million reais (R$17.000.000,00), plus charges.
(iv) Initially, the shareholders present were informed that the Company’s management had received a
demand from the BM&FBOVESPA to alter the original management proposal for the new sole paragraph
of article 13 of the Bylaws, in order to change the date of May 14, 2014 to May 10, 2014. The
shareholders were presented with a document indicating the alteration required by the BM&FBOVESPA
to the originally proposed draft of the Bylaws. Subsequently, was discussed and approved, by a
unanimously, the inclusion of a sole paragraph in article 13 of the Bylaws to establish that, as of May
10, 2014, the positions of Chairman of the Board of Directors and Chief Executive Officer or main
executive of the Company shall not be held by the same person. Therefore, the aforementioned article
of the Company’s Bylaws will henceforth read as follows:
“Article 13 – Company shall be administered by the Board of Directors and by the Executive Board of
Directors, according to the attributions and powers provided to it by the applicable law and by these
Bylaws.
Sole Paragraph - As of May 14, 2014, the positions of Chairman of the Board of Directors and Chief
Executive Officer or main executive of the Company shall not be held by the same person.”
(v) by a unanimously, the inclusion, in the caput of article 22, of a reference to the new sole paragraph
of article 13, which states that the positions of Chairman of the Board of Directors and Chief Executive
Officer or main executive of the Company shall not be held by the same person. Therefore, the
aforementioned article of the Company’s Bylaws will henceforth read as follows:
“Article 22 – The Executive Board of Directors shall be comprised by at least three (03) and at most 15
(fifteen) members, shareholders or not, resident in the country, elected by the Board of Directors, being
authorized the accumulation of more than one office by any Officer, being designated as CEO, a VicePresident, an Administrative-Financial Officer and an Investors Relations Officer and the other officers
without specific designation, elected by the Board of Directors, pursuant to the Sole Paragraph of article
13.”
(vi) as per a request from shareholders FUNDO DE INVESTIMENTO EM ACOES RAT II,
EXPERTISE FIA,
SUL AMERICA EXPERTISE LONG ONLY FUND LLC,
SUL AMERICA
SULAMERICA TOTAL RETURN FIA,
SULAMERICA PRESTIGE TOTAL PREV FI MULTIMERCADO, RODES FI EM AÇÕES, AKA SUL AMERICA FUNDO FIA,
SUL AMERICA EXPERTISE II FIA, GUEPARDO INSTITUCIONAL MASTER FUNDO DE INVESTIMENTO DE ACOES;
GUEPARDO MASTER 2 FIA; GUEPARDO C FUNDO DE INVESTIMENTO DE ACOES; FUNDO DE INVESTIMENTO EM
ACOES GUARANI; GUEPARDO MASTER FUNDO DE INVESTIMENTO EM ACOES; SURUI GLOBAL FIA INVESTIMENTO
NO EXTERIOR; GUEPARDO MASTER FUND LLC, FATOR SINERGIA V – FUNDO DE INVESTIMENTO EM AÇÕES, that
representing more than 2% of the Company’s voting shares, having recorded the abstention of the
shareholders VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS;
TEMPLETON GLOBAL INVESTMENT TRUST - TEMPLETON EMERGING MARKETS SMALL CAP FUND;PUBLIC
EMPLOYEES RETIREMENT SYSTEM OF OHIO; NORGES BANK; FRANKLIN TEMPLETON INVESTMENT FUNDS;
FRANKLIN
TEMPLETON
INVESTMENT
FUNDS,
DESJARDINS
EMERGING
MARKETS
OPPORTUNITIES
FUND;GRANDEUR PEAK GLOBAL REACH FUND;CF DV ACWI EX-U.S. IMI FUND;EMERGING MARKETS SMALL
CAPITALIZATION EQUITY INDEX FUND;MONDRIAN EMERGING MARKETS SMALL CAP EQUITY FUND, L.P.;CLASS D
SERIES OF GEF-PS, LP;ISHARES MSCI BRAZIL SMALL CAP ETF;MARKET VECTORS LATIN AMERICA SMALL-CAP
INEDX ETF;EGSHARES BRAZIL INFRASTRUCTURE ETF;UPS GROUP TRUST;EMERGING MARKETS SMALL
CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND B;EMERGING MARKETS SMALL CAPITALIZATION EQUITY
INDEX NON-LENDABLE FUND;STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - SSGA ENHANCED
EMERGING MARKETS EQUITY FUND;MARKET VECTORS BRAZIL SMALL-CAP ETF;VANGUARD FTSE ALL-WORLD EXUS SMALL-CAP INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX;SSGA MSCI EMERGING
MARKETS
SMALL
CAP
INDEX
NON-LENDING
COMMON
TRUST
FUND;ISHARES
III
PUBLIC
LIMITED
COMPANY;MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN;VANGUARD TOTAL
WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS;STATE STREET BK
& TR CO INV FD F TAX EXEMPT RET PLANS - MSCI EM MKTS SMALL CAP INDEX SEC LENDING FD;COLLEGE
RETIREMENT EQUITIES FUND;ISHARES MSCI EMERGING MARKETS SMALL CAP INDEX FUND;OLD WESTBURY
SMALL & MID CAP FUND;UTAH STATE RETIREMENT SYSTEMS;WHEELS COMMON INVESTMENT FUND;THE
PENSION RESERVES INVESTMENT MANAGEMENT BOARD;HOWARD HUGHES MEDICAL INSTITUTE;FLORIDA
RETIREMENT SYSTEM TRUST FUND;STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX
EXEMPT
RETIREMENT
PLANS;ROCKWELL
COLLINS
MASTER
TRUST;CALIFORNIA
PUBLIC
EMPLOYEES´
RETIREMENT SYSTEM;CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM, a non-permanent Fiscal
Council was installed, which shall be made up of three sitting members and their respective alternates
who shall conduct their duties until the next Annual Shareholders' Meeting.
Subsequently, the
shareholders approved the election of the following members appointed by the controlling shareholder:
Luiz Augusto Marques Paes, Brazilian, married, lawyer, identification document (RG) no.
12.605.359-5-SSP/SP, inscribed in the roll of individual taxpayers (CPF) under number 045.320.388-47,
resident at Rua Gomes de Carvalho, ° 1306, conj. 22, CEP: 04547-005, in the city and state of São
Paulo, and his alternate Marcio Alvaro Moreira Caruso, Brazilian, married, business administrator,
identification document (RG) no.
17.423.714-5-SSP/SP, inscribed in the roll of individual taxpayers
(CPF) 088.913.568-16, resident at Rua Gomes de Carvalho, n° 1306, conj. 22, CEP: 04547-005, in the
city and state of São Paulo, and Luciano Douglas Colauto, Brazilian, married, lawyer, identification
document (RG) no. 17.470.546-SSP/SP, inscribed in the roll of individual taxpayers (CPF) under number
129.559.468-42, resident at Rua Gomes de Carvalho, n° 1306, conj. 22, CEP: 04547-005, in the city
and state of São Paulo, and his alternate Marcos Sampaio de Almeida Prado, Brazilian, married,
business administrator, identification document (RG) no. 4.223.568-SSP/SP, inscribed in the roll of
individual taxpayers (CPF) under number 095.833.608-30, resident at Rua Gomes de Carvalho, n° 1306,
conj. 22, CEP: 04547-005, in the city and state of São Paulo, and appointed by minority shareholders:
Susana Hanna Stiphan Jabra, Brazilian, divorced, economist, identification document (RG) no.
7.366.839-4 SSP-SP, inscribed in the roll of individual taxpayers (CPF) under number 037.148.408-18,
resident at Rua Afonso de Freitas, 303, apto. 84, Paraíso, São Paulo – SP, CEP 04006-051, and her
alternate, Attilio Guaspari, Brazilian, married, engineer, identification document (RG) 2.186.228 SSPSP, inscribed in the roll of individual taxpayers (CPF) under number 610.204.868-72, resident at Rua
Gustavo Sampaio, 244, apto. 503, Rio de Janeiro - RJ – SP, CEP 22010-010.
The members of the Fiscal Council elected hereby will be invested in their positions upon the signature
of their respective terms of investiture recorded in the Company's books, at which point they will
declare, under penalty of perjury, that they are not impeded from exercising their duties within the
Company by: any special law or due to any condemnation, even one of their own doing, that prohibits,
even temporarily, their investiture into public positions; any conviction of criminal bankruptcy,
dereliction of duties, bribery or graft, embezzlement;
crimes against public welfare, the national
financial system, against competition defence rules, consumption regulations or public faith or property.
The Chaiman informed approved the alteration of the newspaper in which the Company discloses its
publications in accordance with Brazilian Corporation Law, to Diário do Comércio newspaper and the
Diário Oficial do Estado de São Paulo.
Drawing Up and Publication of the Minutes: Those shareholders present at the meeting approved
the drawing up and publication of these minutes in accordance with paragraphs 1 and 2, article 130 of
Law 6404/76.
Closure: There being no further business to discuss, the meeting was brought to a close and these
minutes were drawn up, read, approved and signed by all those present.
Shareholders Present: FENANDO ANTONIO SIMÕES (pp. Denys Marc Ferrez); SIMPAR S.A (pp. Denys
Marc Ferrez); VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS;
TEMPLETON GLOBAL INVESTMENT TRUST - TEMPLETON EMERGING MARKETS SMALL CAP FUND;PUBLIC
EMPLOYEES RETIREMENT SYSTEM OF OHIO; NORGES BANK; FRANKLIN TEMPLETON INVESTMENT FUNDS;
FRANKLIN TEMPLETON INVESTMENT FUNDS (pp. J.P. Morgan S.A. Distribuidora de Títulos e Valores
Mobiliários, pp Paulo Roberto Esteves); DESJARDINS EMERGING MARKETS OPPORTUNITIES FUND;GRANDEUR
PEAK GLOBAL REACH FUND;CF DV ACWI EX-U.S. IMI FUND;EMERGING MARKETS SMALL CAPITALIZATION
EQUITY INDEX FUND;MONDRIAN EMERGING MARKETS SMALL CAP EQUITY FUND, L.P.;CLASS D SERIES OF GEFPS, LP;ISHARES MSCI BRAZIL SMALL CAP ETF;MARKET VECTORS LATIN AMERICA SMALL-CAP INEDX
ETF;EGSHARES BRAZIL INFRASTRUCTURE ETF;UPS GROUP TRUST;EMERGING MARKETS SMALL CAPITALIZATION
EQUITY INDEX NON-LENDABLE FUND B;EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NONLENDABLE FUND;STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - SSGA ENHANCED EMERGING
MARKETS EQUITY FUND;MARKET VECTORS BRAZIL SMALL-CAP ETF;VANGUARD FTSE ALL-WORLD EX-US SMALLCAP INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX;SSGA MSCI EMERGING MARKETS
SMALL CAP INDEX NON-LENDING COMMON TRUST FUND;ISHARES III PUBLIC LIMITED COMPANY;MELLON BANK
N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN;VANGUARD TOTAL WORLD STOCK INDEX FUND,
A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS;STATE STREET BK & TR CO INV FD F TAX
EXEMPT RET PLANS - MSCI EM MKTS SMALL CAP INDEX SEC LENDING FD;COLLEGE RETIREMENT EQUITIES
FUND;ISHARES MSCI EMERGING MARKETS SMALL CAP INDEX FUND;OLD WESTBURY SMALL & MID CAP
FUND;UTAH STATE RETIREMENT SYSTEMS;WHEELS COMMON INVESTMENT FUND;THE PENSION RESERVES
INVESTMENT MANAGEMENT BOARD;HOWARD HUGHES MEDICAL INSTITUTE;FLORIDA RETIREMENT SYSTEM
TRUST FUND;STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT
PLANS;ROCKWELL
COLLINS
MASTER
TRUST;CALIFORNIA
PUBLIC
EMPLOYEES´
RETIREMENT
SYSTEM;CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM (pp. Citibank N.A, pp. Paulo Roberto
Esteves); GUEPARDO INSTITUCIONAL MASTER FUNDO DE INVESTIMENTO DE ACOES; GUEPARDO MASTER 2
FIA; GUEPARDO C FUNDO DE INVESTIMENTO DE ACOES; FUNDO DE INVESTIMENTO EM ACOES GUARANI;
GUEPARDO MASTER FUNDO DE INVESTIMENTO EM ACOES; SURUI GLOBAL FIA INVESTIMENTO NO EXTERIOR;
GUEPARDO MASTER FUND LLC (pp. Guepardo Investimentos Ltda., pp Alexandre Grzybowski); FATOR
SINERGIA V – FUNDO DE INVESTIMENTO EM AÇÕES (pp Banco Fator S.A, pp. Precilda Cristiane Ponce);
FUNDO DE INVESTIMENTO EM ACOES RAT II, SUL AMERICA EXPERTISE FIA, SUL AMERICA EXPERTISE LONG
ONLY FUND LLC, SULAMERICA TOTAL RETURN FIA, SULAMERICA PRESTIGE TOTAL PREV FI MULTIMERCADO,
RODES FI EM AÇÕES, AKA SUL AMERICA FUNDO FIA, SUL AMERICA EXPERTISE II FIA (pp. Sul América
Investimentos Distribuidora de Títulos e Valores Mobiliários S.A., pp Bernardo da Costa Silva ); and
Luciano Douglas Colauto, Fiscal Council member and Carlos Eduardo Guaraná Mendonça,
representanting PricewaterhouseCoopers Auditores Independentes.
A free translation of the original minutes drawn up in the Company’s records.
Maria Lúcia de Araújo - Secretary