Extraordinary Shareholders Meeting

LUPATECH S.A.
CNPJ/MF No. 89.463.822/0001-12
NIRE 43.3.0002853-4
Publicly-held Company with Authorized Capital – Novo Mercado Listing
MINUTES OF ORDINARY AND E XTRAORDINARY SHAREHOLDERS’ MEETING 005/2011
HELD ON JUNE 30, 2011
6.
DATE, TIME AND PLACE: Held on June 30, 2011, at 1.30 p.m. at the Company
principal place of business, at Rua Dalton Lahn dos Reis, No. 201, in the City of Caxias
do Sul, State of Rio Grande do Sul.
7.
CALL AND ATTENDANCE: The Call Notice was published in the newspapers
Valor Econômico and Diário Oficial do Estado do Rio Grande do Sul, respectively, on
June 15, 16 and 17, 2011. Upon attendance by shareholders representing 45,10% of the
Company share capital, all then entitled to vote, as indicated in the respective
Shareholders’ Attendance Book, the Ordinary and Extraordinary Shareholders’ Meeting
was installed.
8.
PRESIDING COMMITTEE: Nestor Perini, Chairman; Gilberto Pasquale da Silva,
Secretary.
9.
AGENDA: In view of attendance of shareholders representing only 45,10% (forty
five point ten percent) of the share capital, all entitled to vote, as indicated in the
respective Shareholders’ Attendance Book, pursuant to article 125 of Law 6,404/76, as
amended, the Meeting was installed to deliberate on the third amendment to the “Private
Instrument of the 2nd Issue of Debentures Convertible into Shares, with Floating Charge
for Private Placement, of the Company”, as entered into on May 26, 2009 and amended
on December 30, 2009 and December 30, 2010 (“Indenture”), particularly on:
(i) the amendment to the payment timetable of the principal amount of debentures,
which is the object of the Issue, provided in section 5.4 of the Indenture;
(ii) the change in the measurement period, as well as the indicators in the financial
obligations to be observed by the Company until the full settlement of the debentures,
which are an object of the Issue, provided in section 8.1 of Indenture, especially its
paragraph (t);
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(iv) the change in the percentage set forth in clause 5.8.1.1 of the Indenture from 20% to
30%, with the intention to accommodate it as set forth in the Company’s bylaws;
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(iii) the remuneration to be paid to the debenture holders of the Issue due to the change
mentioned in item (ii) above, as well as the payment date of such remuneration;
Lupatech S.A.
R. Dalton Lahn dos Reis, 201 - Distrito Industrial
Caxias do Sul - RS - CEP 95112-090
Fone 55 54 2992.7000 - Fax 55 54 2992.7601
www.lupatech.com.br
(v) the change in the premium over price for the conversion, which is set forth in clause
6.1.2 of the Indenture;
(vi) authorization to execute, by the Company, the Third Amendment to Indenture to be
executed with the Trustee, so that the above amendment become an integral part of the
Indenture; and,
(vii) authorization for the Company Officers to take all appropriate measures deemed
necessary to accomplish said inclusions and amendments to the Indenture as per the
resolution of the Debenture holders Meeting to be held, at first call, on June 30, 2011
(“AGD”).
10.
RESOLUTIONS: Shareholders present, by majority vote, decided:
(i) To approve the amendment to the payment timetable of the principal amount of
debentures, which is the object of the Issue, provided in section 5.4 of the Indenture;
Thus, section 5.4 of the Issuance Deed, subject to ratification and/or rectification by the
General Meeting of Debenture Holders, will come into force with the following
wording:
“5.4 Amortization
The Unit Par Value of Debentures will be amortized in (5) installments, as
specified below:
1) on 04/15/2014, in the percentage of 5%;
2) on 04/15/2015, in the percentage of 10%;
3) on 04/15/2016, in the percentage of 35%;
4) on 04/15/2017, in the percentage of 35%; and
5) on 04/15/2018, in the percentage of 15%.”
In view of the alteration of item 5.4 above, the definition of the Par Value (“VN”) in
Section 5.8.1 of the Issuance Deed is not altered and will come into force in the
following terms:
“5.8.1 (...)
BRL 1,000.00
From 04/16/2014 to 04/15/2015
BRL 950.00
From 04/16/2015 to 04/15/2016
BRL 850.00
Lupatech S.A.
R. Dalton Lahn dos Reis, 201 - Distrito Industrial
Caxias do Sul - RS - CEP 95112-090
Fone 55 54 2992.7000 - Fax 55 54 2992.7601
www.lupatech.com.br
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Until 04/15/2014
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Par Value, considering the amortizations provided for in item 5.4, will be:
From 04/16/2016 to 04/15/2017
BRL 500.00
From 04/16/2017 to 04/15/2018
BRL 150.00
(...)”
Shareholders Eaton Vance Collective Investment Tfe Ben Em Mq Que Fd; Eaton Vance
Parametric Structured Emerging Markets Fund; Eaton Vance Parametric Tax-Managed
Emerging Markets Fund has voted against this matter.
(ii) To approve the change in the measurement period, as well as the indicators in the
financial obligations to be observed by the Company until the full settlement of the
debentures, which are an object of the Issue, provided in section 8.1 of Indenture,
especially its paragraph (t);
Thus, section 8.1 of the Issuance Deed, subject to ratification and/or rectification by the
General Meeting of Debenture Holders, will come into force with the following
wording:
“8.1 (...)
t) to keep, during the existence of the Debentures, until its final maturity, at
least two of the following ratios annually determined in financial statements
audited by external auditors registered at the Brazilian Securities and
Exchange Commission (CVM):
(i)Net Debt/EBITDA: equal or lower than 4.5 (four point five) in the fiscal
year 2011 and equal or lower than 3.5 (three point five) in the fiscal years
2012 to 2017;
(ii) EBITDA/ROL: equal or higher than 20% (twenty percent); and
(iii) Current Liquidity Ratio: equal or higher than 1.5 (one point five).
Where:
Lupatech S.A.
R. Dalton Lahn dos Reis, 201 - Distrito Industrial
Caxias do Sul - RS - CEP 95112-090
Fone 55 54 2992.7000 - Fax 55 54 2992.7601
www.lupatech.com.br
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- EBITDA: Operating Earnings before Profit Sharing, Income Tax and
Social Contribution, Net Financial Income, Depreciations, Amortizations,
Amortizations of Premiums, Equity Income (except for the Equity Income
derived from Luxxon S.A.) and impairment losses, considered in
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- Net Debt: (Gross Debt –Perpetual Bonuses –Availabilities), being (Gross
Debt = Loans + Financings + Debentures + any other ways of indebtedness
with financial institutions, including installment plans with creditors) and
(Availabilities = Cash + Financial Investments);
consolidated bases for the last 12 (twelve) months, including the companies
acquired in this period in a pro forma manner;
- ROL: Net Operating Sales Revenue considered in consolidated bases for
the last 12 (twelve) months, including the companies acquired in this period
in a pro forma manner;
- Current Liquidity Ratio: Current Assets divided by the Current Liabilities;
The financial ratios mentioned in letter (t) of this item 8.1 will be
determined on an annual basis, on December 31 of every year, and the
determination period will correspond to the calendar year, commenced on
January 1 and ended on December 31.”
Shareholders Eaton Vance Collective Investment Tfe Ben Em Mq Que Fd; Eaton Vance
Parametric Structured Emerging Markets Fund; Eaton Vance Parametric Tax-Managed
Emerging Markets Fund has voted against this matter.
(iii) Approve the remuneration to be paid to debenture holders of the Issuance pursuant
to the alteration referred to in item (ii) above, in the global amount of 1.175% (one point
one hundred and seventy-five percent) of the Par Value of the Debentures, as well as the
payment date of this remuneration, which will be within 5 (five) business days as of the
resolution date in General Meeting of Debenture Holders regarding this theme;
Shareholders Eaton Vance Collective Investment Tfe Ben Em Mq Que Fd; Eaton Vance
Parametric Structured Emerging Markets Fund; Eaton Vance Parametric Tax-Managed
Emerging Markets Fund has voted against this matter.
(iv) To approve the change in the percentage set forth in clause 5.8.1.1 of the Indenture
from 20% to 30%, with the intention to accommodate it as set forth in the Company’s
bylaws;
Thus, section 5.8.1.1 of the Issuance Deed, subject to ratification and/or rectification by
the General Meeting of Debenture Holders, will come into force with the following
wording:
Lupatech S.A.
R. Dalton Lahn dos Reis, 201 - Distrito Industrial
Caxias do Sul - RS - CEP 95112-090
Fone 55 54 2992.7000 - Fax 55 54 2992.7601
www.lupatech.com.br
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Notwithstanding the provisions in item 5.8.1 above, Debenture holders may
convert 100% (one hundred percent) of the outstanding Debentures, at any
time, in case a third party acquires more than 30% (thirty percent) of the
common shares issued by the Company, event in which they will further
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“5.8.1.1 (...)
have the right to participate in public offering to acquire shares, under the
terms of article 52 of the Company’s bylaws.”
Shareholders Eaton Vance Collective Investment Tfe Ben Em Mq Que Fd; Eaton Vance
Parametric Structured Emerging Markets Fund; Eaton Vance Parametric Tax-Managed
Emerging Markets Fund has voted against this matter.
(v) To approve the change in the premium over price for the conversion, which is set
forth in clause 6.1.2 of the Indenture;
Thus, section 6.1.2 of the Issuance Deed, subject to ratification and/or rectification by
the General Meeting of Debenture Holders, will come into force with the following
wording:
“6.1.2 Premium on the price
The Premium on the Price (“Psp”) will have the amount of 40% (forty
percent) until the Maturity Date of the Debentures.”
Shareholders Norges Bank; Vanguard Total International Stock Index Fd, a Se Van S F;
Eaton Vance Collective Investment Tfe Ben Em Mq Que Fd; Eaton Vance Parametric
Structured Emerging Markets Fund; Eaton Vance Parametric Tax-Managed Emerging
Markets Fund; Ford Motor Co Defined Benef Master Trust; Legg Mason Global Funds
FCP (Luxembourg); Railways Pension Trustee Company Limited; SPDR S&P
Emerging Markets Small Cap Etf; SSGA MSCI Emerging Mkt Small Ci Non Lending
Common Trt Fund; State St B and T C Inv F F T E Retir Plans; State Street Emerging
Markets; The Pension Reserves Investment Manag. Board; Vanguard Ftse All-World
Ex-Us Small-Cap Index Fund Asovieif has voted against this matter.
(vi) To approve authorization to execute, by the Company, the Third Amendment to
Indenture to be executed with the Trustee, so that the above amendment become an
integral part of the Indenture; and,
Lupatech S.A.
R. Dalton Lahn dos Reis, 201 - Distrito Industrial
Caxias do Sul - RS - CEP 95112-090
Fone 55 54 2992.7000 - Fax 55 54 2992.7601
www.lupatech.com.br
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(vii) To approve authorization for the Company Officers to take all appropriate
measures deemed necessary to accomplish said inclusions and amendments to the
Indenture.
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Shareholders Eaton Vance Collective Investment Tfe Ben Em Mq Que Fd; Eaton Vance
Parametric Structured Emerging Markets Fund; Eaton Vance Parametric Tax-Managed
Emerging Markets Fund has voted against this matter.
6.
CLOSING: As there were no further subjects to be discussed, the Meeting was
closed, and minutes were drawn up thereon, which, after being read and deemed
conformed, were signed by all participants. Caxias do Sul (RS), June 30, 2011. Nestor
Perini, Chairman; Gilberto Pasquale da Silva, Secretary. Shareholders present: Bell
Atlantic Master Trust; College Retirement Equities Fund; State Street Emerging
Markets; The Pension Reserves Investment Manag. Board; Ford Motor Co Defined
Benef Master Trust; Eaton Vance Parametric Tax-Managed Emerging Markets Fund;
Legg Mason Global Funds FCP (Luxembourg); State St B and T C Inv F F T E Retir
Plans; Eaton Vance Parametric Structured Emerging Markets Fund; Eaton Vance
Collective Investment Tfe Ben Em Mq Que Fd; SPDR S&P Emerging Markets Small
Cap Etf; Ishares III Public Limited Company; SSGA MSCI Emerging Mkt Small Ci
Non Lending Common Trt Fund; Vanguard Ftse All-World Ex-Us Small-Cap Index
Fund Asovieif; State Of California Public Employees Ret; Fidelity Latin America Fund;
Norges Bank; Fidelity Investment Trust Latin America Fund; Vanguard Total
International Stock Index Fd, a Se Van S F; Fidelity Investments Money Management
Inc. e; Railways Pension Trustee Company Limited (p.p. Dr. Anderson Carlos Koch);
Lupapar - Negócios e Empreendimentos Ltda.; Nestor Perini; Rodrigo Rodrigues
Amaral e; Sergio Feijão Filho (p.p. Dr. Jean Matana Moreira); Fundação Petrobras de
Seguridade Social - Petros (p.p. Dr. Cristiano Castilhos).
I declare that these minutes are a faithful copy of those which were drawn up in the
pertinent book.
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Gilberto Pasquale da Silva
Secretary
Lupatech S.A.
R. Dalton Lahn dos Reis, 201 - Distrito Industrial
Caxias do Sul - RS - CEP 95112-090
Fone 55 54 2992.7000 - Fax 55 54 2992.7601
www.lupatech.com.br