Annual and Extraordinary General Meetings Lojas Renner S.A.

Transcrição

Annual and
Extraordinary General Meetings
Lojas Renner S.A.
Manual for Shareholders’ Participation and
Form of Proxy
April, 2007
TABLE OF CONTENTS
Message from the Chairman of the Board of Directors…............................................. 03
Message from the Chief Executive Officer .................................................................. 04
Invitation........................................................................................................................ 05
Procedures and Terms...............…................................................................................. 07
Explanations of the Agenda of the Annual and Extraordinary General
Meetings…….............................................................................................................. 08
In the Annual Shareholders’ Meeting
1) Examine, discuss and vote the management statements and the financial
statements for the fiscal year ended on December 31, 2006
(a) Management Statements.....................................................................
11
(b) Financial Statements...........................................................................
12
2) Examine, discuss and vote the proposal for application of the net profit
of the fiscal year and distribution of dividends
(a) Application of net profit ..................................................................... 13
(b) Distribution of dividends..................................................................... 14
3)
Elect the members of the Board of Directors and fix the amount of
compensation of the Management
(a) Elect the members of the Board of Directors………………………... 15
(b) Fix the amount of Compensation of the Management....….....
16
4) Elect the members of the Statutory Audit Committee and fix the amount
of compensation
(a) Elect the members of the Statutory Audit Committee……................. 17
(b) Fix the amount of compensation of the Statutory Audit Committee. 18
In the Extraordinary Shareholders’ Meeting
1) Ratification of the capital increase of the Corporation in the amount of
one million, six hundred and eighty-one thousand, two hundred reais
(R$1,681,200.00), as approved by the Board of Directors in the meeting
held on December 8, 2006…………………………………........………... 19
2) Amendment to the main section of Section 5 of Bylaws of the
19
Corporation by virtue such capital increase…........................................…..
3) Amendment to the Corporation’s Stock Option Plan..............................…. 20
Form of Proxy................................................................................................................ 22
Documents and related Links ........................................................................................ 27
Manual for the Annual and Extraordinary General Meeting - Página 2 de 24
Manual for the Annual and Extraordinary General Meeting - Page 2 of 27
MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS
Dear Shareholders,
It is my pleasure to invite you to attend the Annual and Extraordinary General Meetings
(“Shareholders’ Meetings”), to be held on April 2, 2007, at 11:00 a.m., in the Corporation’s
headquarters, located at Av. Assis Brasil, 944, Passo D’areia, in the City of Porto Alegre, State
of Rio Grande of Sul, Brasil.
The matters to be resolved in the Shareholders’ Meetings are described in the Call Notice and
also in this Manual. Please, read this Manual carefully. Should you have any doubts, we are
available to assist you.
Your vote is very important to Lojas Renner S.A. (“Corporation”), the first Brazilian
Corporation with its capital stock totally diluted in the market. In order to install the
Shareholders’ Meetings, it will be necessary the attendance of one fourth (1/4) of the
Corporation’s capital stock in the Annual Shareholders’ Meeting (AGO) and two thirds (2/3) of
the Corporation’s capital stock in the Extraordinary Shareholders’ Meeting (AGE), provided
that we are proposing the amendment of the Corporation’s Bylaws. In case there is not enough
quorum to install any of the Shareholders’ Meetings, the Corporation will define new dates,
which shall be timely informed. Notwithstanding the foregoing, the Shareholders’ Meetings
may occur in different dates, i.e. the Annual Shareholders’ Meeting may be held on the
scheduled date and the Extraordinary Shareholders’ Meeting may be held on a second call on a
different date. The Corporation shall acknowledge the reaching of the necessary quorums to
install the Shareholders’ Meeting within seventy-two (72) hours prior to the Shareholders’
Meetings.
We are employing our best efforts to have the Shareholders’ Meetings carried out on first call
and we are counting on your presence. Our intention is to make the Corporation model a
successful case in Brazil.
Finally, by virtue of the resolutions taken in our Extraordinary Shareholders’ Meeting held on
October 3, 2006, when, pursuant to the proposal by the management of the Corporation, the
shareholders decided to remove from the agenda the matter with respect to the Stock Option
Plan, we are proposing once again amendments to the Stock Option Plan which matter is part of
the agenda of the Extraordinary Shareholders’ Meeting.
Sincerely yours,
Francisco Gros
Chairman of the Board of Directors
MESSAGE FROM THE CHIEF EXECUTIVE OFFICER
Dear Shareholders,
This document intends to provide clarification and instruction for voting in connection with the
matters to be resolved in the next Corporation’s Annual Shareholders’ Meeting and
Extraordinary Shareholders’ Meeting. The date, place and matters contained in the Agenda and
all voting instructions and procedures shall be found in this Manual, as well as the form of
proxy, which intends to facilitate your participation in the Shareholders’ Meetings.
If you choose to attend the Shareholders’ Meetings by proxy, you will need to indicate an
attorney-in-fact (in which case you shall forward to the Corporation, in addition to the
documents required by Law N. 6,404/76 (“Corporation Law”) and indicated in this Manual, the
documents to confirm representation) or one of the officers indicated by the Corporation, which
indentifications are found below:
-
José Carlos Hruby, Brazilian citizen, married, accountant, enrolled with Identity Card under
N. 5.012.058.078 SJS/RS and CPF/MF under N. 004.165.920-15, resident and domiciled in
the City of de Porto Alegre, State of Rio Grande do Sul, with office at Av. Assis Brasil, N.
944, Passo D’Areia, CEP 91010-000, in the City of Porto Alegre, State of Rio Grande do
Sul; or
-
Clarice Martins Costa, Brazilian citizen, married, psychologist, enrolled with Identity Card
under N. 4.020.702.025 and CPF/MF under N. 168.421.030-53, resident and domiciled in
the City of de Porto Alegre, State of Rio Grande do Sul, with office at Av. Assis Brasil, N.
944, Passo D’Areia, CEP 91010-000, in the City of Porto Alegre, State of Rio Grande do
Sul.
This manual was prepared in order to provide clarifications to our Shareholders, as well as to
improve our communication with them.
We expect to carry out our Shareholders’ Meetings on first call, and for such reason, we are
expecting your vote.
Sincerely yours,
José Galló
Chief Executive Officer
INVITATION
DATE:
HOUR:
April 2, 2007
11:00 a.m.
PLACE:
Corporation’s Headquarters
Av. Assis Brasil, 944
Passo D’Areia – CEP: 91010-001
Porto Alegre/ RS – Brasil
AGENDA:
In the Annual Shareholders’ Meeting
• examine, discuss and vote the management statements and the financial
statements for the fiscal year ended on December 31, 2006;
• examine, discuss and vote the proposal for application of the net profit of the
fiscal year and distribution of dividends;
• elect the members of the Board of Directors and fix the amount of compensation
of the Management; and
• elect the members of the Statutory Audit Committee and fix the amount of
compensation.
In the Extraordinary Shareholders’ Meeting
• ratification of capital increase of the Corporation, in the amount of one million,
six hundred and eighty-one thousand, two hundred reais (R$1,681,200.00), as
approved by the Board of Directors in the meeting held on December 8, 2006;
• amendment to the main section of Section 5 of the By-laws of the Corporation
by virtue of such capital increase, as follows: “Section 5 – The Corporation’s
capital stock subscribed and paid up is three hundred and ninety nine million,
eight hundred and nineteen thousand and four hundred and fifty-nine reais (R$
399,819,459.00) divided into one hundred and twenty one million, five hundred
and eighty one thousand and eight hundred and fifteen (121,581,815) common
shares with non-par value.”;
• to resolve about the amendment to subitem (iii) of item “Characteristics of the
Program”, under Section 4 of the “Stock Option Plan approved by the
Extraordinary Shareholders’ Meeting of Lojas Renner S.A. held on May 25,
2005”, which shall henceforth be read as follows: “(iii) The subscription price;”;
• to resolve about the amendment to item “Amount of Shares Included in the Plan”,
under Section 6 of the “Stock Option Plan approved by the Extraordinary
Shareholders’ Meeting of Lojas Renner S.A. held on May 25, 2005”, which shall
henceforth be read as follows: “Amount of Shares Included in the Plan. The
shares options granted under the Plan may confer rights over the amount of
shares that do not exceed four point five percent (4.5%) of all shares issued by
the Corporation at any time.”;
• to resolve about the amendment of item “Exercise Price”, under Section 8 of the
“Stock Option Plan approved by the Extraordinary Shareholders’ Meeting of
Lojas Renner S.A. held on May 25, 2005”, which shall henceforth be read as
follows: “Exercise Price. The basic price for exercise of the option and payment
of the subscription or acquisition of the shares by the beneficiaries of the Plan
shall be determined by the Committee, on a case by case basis, observed the
legal provisions, on the date the option is granted, but never lower than 100% of
the Stock Exchange Value of the shares on the date the option is granted.”;
•
•
•
to resolve about the amendment of item “Stock Exchange Value”, under Section
8 of Stock Option Plan approved by the Extraordinary Shareholders’ Meeting of
Lojas Renner S.A. held on May 25, 2005”, which shall henceforth read as
follows: “Stock Exchange Value. For the purposes of this Plan and each
Program, the Stock Exchange Value of the shares subject to the exercise of the
option shall be the weighted average trade prices in the stock exchange, within
thirty (30) calendar days prior to the date of the event that gave rise to such
exercise.”;
to resolve about the amendment of item “Dismissal by Corporation’s Initiative”,
under Section 11 of the “Stock Option Plan approved by the Extraordinary
Shareholders’ Meeting of Lojas Renner S.A. held on May 25, 2005”, which shall
henceforth be read as follows: “Dismissal by Corporation’s Initiative. In the
event of Dismissal of the participant by initiative of the Corporation or its
controlled company, except for those dismissals due to justified reasons and for
those dismissals by virtue of the events established in Clause 13 of this Plan, in
which case the specific criteria established in such Clause 13 shall be observed,
all options which have been granted but are not yet exercisable shall be
automatically cancelled for all purposes of law, regardless of previous notice or
indemnification. Nevertheless, the holder of the option shall exercise the options
that are already exercisable on the date of the dismissal within the nonextendable term of ninety (90) days, counted as of the date of dismissal, upon
payment on demand and payment of the outstanding amounts in case of parcelled
payment. The Committee may extend such term whenever such measure is
justifiable by the specific circumstances of the case.”; and
to resolve about the inclusion of a new Section 13 – Accelerated Exercise of the
Options in the “Stock Option Plan approved by the Extraordinary Shareholders’
Meeting of Lojas Renner S.A. held on May 25, 2005”, as follows: “Section 13 –
Accelerated Exercise of the Options. Mandatory Tender Offer. In case of
occurrence of obligation to implement the mandatory tender offer of shares
issued by the Corporation, in the terms of Sections 41, 42, 43 or 44 of the
Corporation’s Bylaws, or in case of successful mandatory tender offer for
acquisition of Corporation’s control formulated in accordance with Section 257
of Law N. 6.404/76, one or the other which results in dismissal without justified
reason of the Participant of the Plan by Corporation’s initiative, it is hereby
established that all options granted to the respective Participant, which are not
yet exercisable, shall become automatically exercisable. Other Hypothesis. The
accelerated exercise of the options granted under the terms of this Plan may be
implemented in other hypothesis that are not contemplated by this Plan, in all
cases subject to previous exam and opinion by the Committee which shall
evaluate the respective hypothesis and, if that is the case, suggest its approval by
the Board of Directors of the Corporation” and renumbering of the following
sections.”.
PROCEDURES AND TERMS
The shareholders shall present to the Corporation, within at least seventy-two (72) hours in
advance to the scheduled time for the Shareholders’ Meetings, in addition to the copy of the
Identity Card, as applicable:
a.
b.
c.
Proof of shareholding issued by the depositary institution in the last five (05)
days;
Power of attorney containing the notarization of the grantor’s signature; and/or
As regards the shareholders participating in the fungible custody of registered
shares, the statement containing the respective stock interest issued by the
relevant body.
As regards items (a) and (c) above, the documents shall be requested to the relevant bodies with
three (3) business days in advance from the date of the intended deliver, which shall be
specified in the request.
The originals and the certified copies of the documents mentioned above shall be delivered in
the Corporation’s headquarters until beginning of the Shareholders’ Meeting, scheduled to
occur on April 2nd, 2007, at 11:00 am. If you prefer to indicate an attorney-in-fact to vote by
means of power of attorney, the documents to confirm its representation shall also be delivered
to the Corporation’s headquarters on the same date.
In order to assure your attendance, the Corporation shall receive copies of the documents
mentioned above, until 72 (seventy-two) hours before beginning of the Shareholders’ Meeting,
scheduled to occur on April 2nd, 2007, at 11:00 am, by fax, e-mail or mail. The Corporation
shall receive the documentation until March 30, 200, at 11:00 am (Friday).
FAX: +55 51 3345-1481
A/C Sr. José Carlos Hruby or Diva Freire
e-mail: [email protected]; [email protected];
[email protected]
Address: Av. Assis Brasil, 944 – Passo D’areia – Porto Alegre/RS – CEP 91010-000
A/C Sr. José Carlos Hruby or Diva Freire
If you have any doubt, please contact:
-
Paula Picinini – Investors
[email protected]
Relations
Officer
–
phone:
+55
51
2121-7044
YOUR VOTE IS VERY IMPORTANT. TO VOTE YOU SHALL ATTEND THE
SHAREHOLDERS’ MEETINGS IN PERSON OR BE REPRESENTED BY AN
ATTORNEY-IN-FACT, DULY APPOINTED BY POWER OF ATTORNEY
EXPLANATION CONCERNING THE MATTERS TO BE RESOLVED IN THE ANNUAL
SHAREHOLDERS’ MEETING AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Pursuant to Section 132 of the Corporation Law and Section 10 of its Bylaws, Lojas Renner
S.A. (“Corporation”) shall carry out an Annual Shareholders’ Meeting once a year, within the
four (4) months immediately subsequent to the ending of the fiscal year.
THE MATTERS TO BE RESOLVED ARE RELATED TO THE FOLLOWING:
As per such provision of the Corporation Law, the Annual Shareholders’ Meeting is entitled to
resolve about the following matters contained in the agenda, which shall henceforth be
emphasized and commented:
•
•
•
•
examine, discuss and vote the management statements and the financial statements for the
fiscal year ended on December 31, 2006;
examine, discuss and vote the proposal for application of net profit of the fiscal year and
distribution of dividend;
elect the members of the Board of Directors and fix the amount of compensation for the
management; and
elect the members of the Statutory Audit Committee and fix the total amount of
compensation.
In addition, in a meeting held on December 8, 2006, the Corporation’s Board of Directors
approved the capital increase of the Corporation, within the limit of the authorized capital, as a
result of the exercise of an option for subscription of shares by an officer of the Corporation, in
the terms of the Stock Option Plan (“Stock Option Plan”) approved by the Extraordinary
Shareholders’ Meeting held on May 25, 2005 and the Programs for granting of options for
subscription of shares to the officers. As a result of such resolution, the Corporation shall
provide an amendment to its Bylaws.
Pursuant to Section 135 of the Corporation Law, the Extraordinary Shareholders’ Meeting is
exclusively entitled to resolve about amendment of the Corporation’s Bylaws.
In addition, the Board of Directors of the Corporation proposes amendments to the Stock Option
Plan, which matter is also under the sphere of authority of the Extraordinary Shareholders’
Meeting of the Corporation. In this sense, the following matters shall be resolved in the
Extraordinary Shareholders’ Meeting:
THE MATTERS TO BE RESOLVED ARE RELATED TO THE FOLLOWING:
ratification of the capital increase of the Corporation, in the amount of one million, six
hundred and eighty-one thousand, two hundred reais (R$ 1,681,200.00), as approved by the
Board of Directors in the meeting held on December 8, 2006;
amendment to the main section of Section 5 of the By-laws of the Corporation by virtue of
such capital increase, as follows: “Section 5 – The Corporation’s capital stock subscribed
and paid up is three hundred and ninety nine million, eight hundred and nineteen thousand
and four hundred and fifty-nine reais (R$ 399,819,459.00) divided into one hundred and
twenty one million, five hundred and eighty one thousand and eight hundred and
fifteen(121,581,815) common shares with non-par value.”;
to resolve about the amendment to subitem (iii) of item “Characteristics of the Program”,
under Section 4 of the “Stock Option Plan approved by the Extraordinary Shareholders’
Meeting of Lojas Renner S.A. held on May 25, 2005”, which shall henceforth be read as
follows: “(iii) The subscription price;”.
to resolve about the amendment to item “Amount of Shares Included in the Plan”, under
Section 6 of the “Stock Option Plan approved by the Extraordinary Shareholders’ Meeting
of Lojas Renner S.A. held on May 25, 2005”, which shall henceforth be read as follows:
“Amount of Shares Included in the Plan. The shares options granted under the Plan may
confer rights over the amount of shares that do not exceed four point five percent (4.5%) of
all shares issued by the Corporation at any time.”.
to resolve about the amendment of item “Exercise Price”, under Section 8 of the “Stock
Option Plan approved by the Extraordinary Shareholders’ Meeting of Lojas Renner S.A.
held on May 25, 2005”, which shall henceforth be read as follows: “Exercise Price. The
basic price for exercise of the option and payment of the subscription or acquisition of the
shares by the beneficiaries of the Plan shall be determined by the Committee, on a case by
case basis, observed the legal provisions, on the date the option is granted, but never lower
than 100% of the Stock Exchange Value of the shares on the date the option is granted.”.
to resolve about the amendment of item “Stock Exchange Value”, under Section 8 of Stock
Option Plan approved by the Extraordinary Shareholders’ Meeting of Lojas Renner S.A.
held on May 25, 2005”, which shall henceforth read as follows: “Stock Exchange Value.
For the purposes of this Plan and each Program, the Stock Exchange Value of the shares
subject to the exercise of the option shall be the weighted average trade prices in the stock
exchange, within thirty (30) calendar days prior to the date of the event that gave rise to
such exercise”;
to resolve about the amendment of item “Dismissal by Corporation’s Initiative”, under
Section 11 of the “Stock Option Plan approved by the Extraordinary Shareholders’ Meeting
of Lojas Renner S.A. held on May 25, 2005”, which shall henceforth be read as follows:
“Dismissal by Corporation’s Initiative. In the event of Dismissal of the participant by
initiative of the Corporation or its controlled company, except for those dismissals due to
justified reasons and for those dismissals by virtue of the events established in Clause 13 of
this Plan, in which case the specific criteria established in such Clause 13 shall be
observed, all options which have been granted but are not yet exercisable shall be
automatically cancelled for all purposes of law, regardless of previous notice or
indemnification. Nevertheless, the holder of the option shall exercise the options that are
already exercisable on the date of the dismissal within the non-extendable term of ninety
(90) days, counted as of the date of dismissal, upon payment on demand and payment of the
outstanding amounts in case of parcelled payment. The Committee may extend such term
whenever such measure is justifiable by the specific circumstances of the case.”; and
to resolve about the inclusion of a new Section 13 – Accelerated Exercise of the Options in
the “Stock Option Plan approved by the Extraordinary Shareholders’ Meeting of Lojas
Renner S.A. held on May 25, 2005”, as follows: “Section 13 – Accelerated Exercise of the
Options. Mandatory Tender Offer. In case of occurrence of obligation to implement the
mandatory tender offer of shares issued by the Corporation, in the terms of Sections 41, 42,
43 or 44 of the Corporation’s Bylaws, or in case of successful mandatory tender offer for
acquisition of Corporation’s control formulated in accordance with Section 257 of Law N.
6.404/76, one or the other which results in dismissal without justified reason of the
Participant of the Plan by Corporation’s initiative, it is hereby established that all options
granted to the respective Participant, which are not yet exercisable, shall become
automatically exercisable. Other Hypothesis. The accelerated exercise of the options
granted under the terms of this Plan may be implemented in other hypothesis that are not
contemplated by this Plan, in all cases subject to previous exam and opinion by the
Committee which shall evaluate the respective hypothesis and, if that is the case, suggest its
approval by the Board of Directors of the Corporation” and renumbering of the following
sections.”.
You will find below clarifications provided by the Corporation’s management concerning each
of the matters contained in the agenda of the Annual and Extraordinary General Meeting.
IN THE ANNUAL SHAREHOLDERS’MEETING:
1) EXAMINE, DISCUSS AND VOTE THE MANAGEMENT STATEMENTS AND THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2006
(ITEM “I” OF THE PROXY)
(A) MANAGEMENT STATEMENTS
WHICH ARE THE DOCUMENTS TO BE PROVIDED BY THE CORPORATION’S MANAGEMENT?
The documents to be provided by the Corporation’s managements are:
•
•
•
•
•
management report concerning the business statistics and the management analyses and
discussions with respect to the main accounts of the Income Statement for the fiscal
year;
copy of the financial statements and the respective explanatory notes;
independent auditors’ report;
opinion from the Statutory Audit Committee, including diverging votes if applicable;
other documents related to the matters included in the agenda of the Shareholders’
Meetings.
HOW THE SHAREHOLDERS CAN ACESS THE REFERRED DOCUMENTS?
The management documents mentioned above are available in the website of Securities
Exchange Commission (CVM – Comissão de Valores Mobiliários) (www.cvm.gov.br), in the
Corporation’s website (www.lojasrenner.com.br/ri) and have been published in the
newspapers Valor Econômico (Nacional), Jornal do Comércio (PoA) and in the Official Gazette
of the State of Rio Grande do Sul, on February 15, 16 and 21, 2007.
HOW THE MANAGEMENT PRESENTS ITS ACCOUNTS?
The management accounts are instructed by means of the management report and the financial
statements prepared by the Corporation’s Board of Executive Officers, which shall be approved
by the Board of Directors and the Statutory Audit Committee, and then submitted to the Annual
Shareholders’ Meeting. The Corporation’s shareholders shall exam such documentation in order
to resolve about the management accounts.
WHAT S THE MANAGEMENT REPORT CONTENT?
The management report contains financial and non financial information, in addition to statistic
and business information with respect to the analysis and discussions of the main accounts of
the income statement for the fiscal year, as well as information related to employees, social
responsibility, capital market, corporate governance, among others.
CORPORATION’S RECOMMENDATIONS TO ITS SHAREHOLDERS:
The Corporation recommends to its shareholders to duly exam the documents provided by the
management of the Corporation, in order to resolve about the management accounts.
(B) FINANCIAL STATEMENTS
WHAT IS THE PURPOSE OF THE FINANCIAL STATEMENTS?
The financial statements express the Corporation’s financial and economic condition and the
equity variation occurred within the fiscal year. Through the analysis of the financial statements,
it is possible to evaluate the equity situation, the liquity rates, the profit level and the
Corporation’s indebtedness level.
THE FINANCIAL STATEMENTS ARE COMPOSED OF WHICH DOCUMENTS?
The financial statements are composed of four documents:
•
•
•
•
Balance sheet;
Income statement for the fiscal year;
Accrued profits and losses statement;
Sources and application of funds statements.
WHAT IS THE PURPOSE OF THE EXPLANATORY NOTES?
The explanatory notes are presented together with the financial statements, with the purpose of
supplementing such financial statements, as well as to assist in their analysis and
comprehension. It is a legal requirement for publicly held corporations and it shall indicate the
following aspects:
•
•
•
•
•
•
•
•
•
the main criteria for evaluation of the equity elements, specially those related to
inventory, calculation of depreciation, amortization and depletion, constitution of
provisions for charges and risks and adjustments to meet eventual losses in the
realization of the equity elements;
the investments in other companies, whenever relevant;
the increase of the value of equity elements resulting from new evaluations;
liens over equity elements, the guaranties granted in favour of third parties and other
contingent liabilities;
the interest rates, the maturity dates and the long-term guaranties;
amount, types and classes of shares of the corporate capital;
the stock options granted and exercised within the fiscal year;
adjustments of past fiscal years;
the events occurred as from the final date of the fiscal year that have, or may have, a
relevant impact over the financial situation and future results of the corporation;
The shareholders shall duly exam the explanatory notes related to the Corporation’s financial
statements with the purpose to evaluate and approve (or not) such financial statements.
WERE THE FINANCIAL STATEMENTS SUBJECT TO AUDIT BY ITS INDEPENDENT AUDITORS?
The Corporation’s financial statements have been audited and obtained a favorable opinion by
the independent auditors of the Corporation, Deloitte Touche Tohmatsu Auditores
Independentes.
WHAT IS THE EFFECTIVE DATE OF THE FINANCIAL STATEMENTS TO BE APPROVED?
The financial statements have as effective date December 31, 2006 and they refer to the fiscal
year ended on the same date.
RECOMMENDATION OF THE CORPORATION TO ITS SHAREHOLDERS:
The Corporation recommends to its shareholders to duly exam the documentation provided by
the management in order to resolve about the Corporation’s financial statements.
2) EXAMINE, DISCUSS AND VOTE THE MANAGEMENT PROPOSAL FOR APPLICATION OF NET
PROFIT OF THE FISCAL YEAR AND DISTRIBUTION OD DIVIDENDS
(ITEM “II” OF THE PROXY)
(A) APPLICATION OF NET PROFIT
WHAT IS THE NET PROFIT?
The net profit corresponds to the results of the fiscal year, after deduction of the provision for
the income tax and the statutory profit sharing assingments.
WHAT IS THE AMOUNT OF NET PROFIT FOR THE FISCAL YEAR?
The Corporation’s net profit for the fiscal year totalizes the amount of R$ 98.8 million.
WHAT IS THE PURPOSE OF THE APPLICATION OF NET PROFIT?
The application of the net profit consists in determining the amount of such net profit that: (i)
shall be destined to the legal and statutory profit reserves, or (ii) shall be distributed as a
dividends. The management of the Corporation shall submit to the Annual Shareholders’
Meeting its proposal for application of net profits for the fiscal year, which shall observe the
following, in accordance with Section 36 of the Corporation’s Bylaws:
•
•
•
five per cent (5%), at least, for legal reserve, until reaching twenty per cent (20%) of the
capital stock. In the fiscal year in which the balance of legal reserve accrued of capital
reserves amounts exceeds thirty per cent (30%) of the capital stock, the allocation of
part of the net profit for the fiscal year to the legal reserve shall not be mandatory;
the portion necessary for payment of compulsory dividends shall not be lower, in each
year, than twenty five per cent (25%) of the annual adjusted net profit;
the remaining portion of the adjusted net profit shall be allocated to the investment and
expansion reserve, which aims at reinforcing the Corporation’s capital stock and
working capital, with a view to ensuring adequated operational conditions. The balance
of this reserve, added to the balances of other profit reserves, except for unrealized
profit reserves and contingency reserves shall not exceed the amount of capital stock.
Once this maximum limit is reached, the general meeting may resolve on the
application of excess in the payment of subscribed capital or capital stock increase, or in
the distribution of dividends.
WHAT IS THE MANAGEMENT PROPOSAL FOR APPLICATION OF THE NET PROFIT FOR THE
FISCAL YEAR?
The management of the Corporation proposes the following application of the net profit for the
fiscal year: Dividends in the amount of R$ 74.1 million; Legal Reserve in the amount R$ 0.5
million and Reserve for Investments and Expansion in the amount of R$ 24.2 million.
WHY DOES THE CORPORATION RECOMMEND THE APPROVAL OF THE MANAGEMENT
PROPOSAL FOR APPLICATION OF THE NET PROFIT?
The Corporation recommends its approval, since it understands that the proposal for application
of net profits above was formulated in accordance with legal and statutory obligations of the
Corporation, strictly pursuing its corporate purpose.
(B) DISTRIBUTION OF DIVIDENDS
WHAT IS A DIVIDEND?
Dividend is an amount to be distributed to the shareholders of a company, in cash, in the
proportion of the amount of shares owned, as a result of the profits obtained by a company in
the current fiscal year or in the past fiscal years. The participation in the corporate profits is an
inherent right of the shareholders, in accordance with Section 109 of Corporation Law.
WHAT DOES THE COMPULSORY DIVIDEND CONSIST?
The compulsory dividend, as established in the Section 202 of the Corporation Law, consists in
a portion of the net profit that the Corporation is obliged to distribute to its shareholders,
consisting in a commitment of minimum distribution by the Corporation. In case of the
Corporation, the portion related to the dividend shall not be lower than twenty five per cent
(25%) of the annual adjusted net profit.
WHAT ARE THE NECESSARY REQUERIMENTS TO DISTRIBUTE DIVIDENDS?
The Corporation may only pay dividends upon existence of net profit for the fiscal year, accrued
profits and profit reserve, except for legal reserve.
WHAT IS THE MANAGEMENT PROPOSAL FOR THE DISTRIBUTION OF DIVIDENDS?
The management of the Corporation proposes to distribute the amount of R$ 74. 1 million,
which corresponds to seventy five per cent (75%) of Corporation’s annual adjusted net profit, to
be distributed among the shareholders of the Corporation based on their respective
participations.
THE INTEREST OVER OWN CAPITAL, WHICH HAVE BEEN DECLARED IN THE BOARD OF
DIRECTORS’ MEETINGS HELD ON JULY 27, 2006 AND DECEMBER 27, 2006, HAVE BEEN
ATTRIBUTED IN THE PRESENT PROPOSAL FOR DISTRIBUTION OF DIVIDENS?
Pursuant to Section 37 of the Bylaws, the interest over own capital in the amount of R$ 21.7
million and R$ 19.0 million, which have been declared in the Board of Directors’ Meetings held
on July 26, 2006 and December 27, 2006 respectively, have been attributed to the compulsory
dividend proposed by the management, and for such reason, the amount to be paid as a
dividend, after the Annual Shareholders’ Meeting, shall be R$ 33.4 million, corresponding to
R$ 0.274557 per share.
WHY DOES THE CORPORATION RECOMMEND THE APPROVAL OF THE MANAGEMENT’S
PROPOSAL FOR THE DISTRIBUTION OF DIVIDENDS?
The Corporation recommends its approval, since it understands that the proposal for application
of net profits above was formulated in accordance with legal and statutory obligations of the
Corporation. The present proposal matches the expansion project of the business activities of
the Corporation.
3) ELECT THE MEMBERS OF THE BOARD OF DIRECTORS AND FIX THE AMOUNT OF GLOBAL
COMPENSATION OF THE MANAGEMENT
(ITEM “III” OF THE PROXY)
(A) ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS
HOW CAN THE MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION BE
ELECTED?
The election of the members of the Board of Directors of the Corporation can be held through
two (2) voting systems, which are: (i) process of voting by list of candidates (“Process by a List
of Candidates”), in which the current members of the Board of Directors are automatically
appointed for reelection, composing a complete list of candidates to the positions of members of
the Board of Directors; or (ii) process of multiple vote (“Process of Multiple Vote”), as
described below.
WHAT IS THE PROCESS OF MULTIPLE VOTE?
The multiple vote is a procedure in which it is attributed to each share as many votes as the
number of positions to be fulfilled in the Board of Directors, being recognized to the
shareholders the right to cumulate the votes in only one candidate or to distribute amoung
several candidated. It intends to increase the chances of the minority shareholder to elect its
representative in the Board of Directors.
WHO MAY REQUEST THE ADOPTION OF THE PROCESS OF MULTIPLE VOTE?
The shareholders of the Corporation, representing at least five per cent (5%) of the corporate
capital, may request, in writing, the adoption of the multiple vote process to the Corporation.
THE REQUEST OF ADOPTION OF THE PROCESS OF MULTIPLE VOTE MAY BE REQUEST UNTIL
WHAT MOMENT?
In accordance with the Corporation Law, the shareholders who intend to request the process of
multiple vote process shall request it, in written, to the Corporation, until forty-eight (48) hours
prior to the beginning of the Annual Shareholders’ Meeting.
HOW CAN A SHAREHOLDER APPOINT CANDIDATES TO COMPOSE THE BOARD OF
DIRECTORS?
In case any shareholder intends to appoint one or more candidates to compose the Board of
Directors, which candidates are not current members of the Board of Directors or do not
compose the list of candidates proposed by the Board of Directors, such shareholder shall notify
the Corporation, in writing, at least five (5) days in advance to the Annual Shareholders’
Meeting, informing the candidate’s name, identification and a complete professional résumé.
WHEN DOES THE ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS IS HELD
THROUGH THE PROCESS BY A LIST OF CANDIDATES?
In case the Corporation’s shareholders have not requested the Process of Multiple Vote, the
election of the members of Board of Directors shall occur through the list of candidates
previously registered in the chairman board, which shall secure the shareholders holding,
whether solely or jointly, at least ten percent (10%) of Corporation’s shares, in separate voting,
the right to elect a member.
WHO ARE THE CANDIDATES THAT HAVE BEEN APPOINTED BY THE CURRENT
CORPORATION’S MANAGEMENT TO COMPOSE THE BOARD OF DIRECTORS?
The current Corporation’s management shall appoint, in due course, the candidates to compose
the Board of Directors, provided that the candidates’ names, identification and resumés shall be
disclosed in the website of the Securities Exchange Commission (www.cvm.gov.br) and in the
Corporation’s website (www.lojasrenner.com.br/ri), and shall be at the disposal of the
shareholders in Corporation’s headquarter.
(B) FIX THE AMOUNT OF GLOBAL COMPENSATION OF THE MANAGEMENT
WHICH IS THE AMOUNT OF GLOBAL COMPENSATION PROPOSED BY THE MANAGEMENT OF
THE CORPORATION?
The amount of global compensation of the management, as proposed by the Corporation’s
management, is R$8.0 million, which is the same amount approved in the Annual Shareholders’
Meeting held in 2006.
HOW SHALL THE AMOUNT OF GLOBAL COMPENSATION BE DISTRIBUTED WITHIN THE
MANAGEMENT?
Pursuant to Section 14 of Corporation’s Bylaws, the Board of Directors is entitled to distribute
the amount of global compensation individually among the officers, upon consideration of the
Compensation Committee’s report.
4) ELECT THE MEMBERS OF THE STATUTORY AUDIT COMMITTEE AND FIX THE AMOUNT
OF COMPENSATION
(ITEM “IV” OF THE PROXY)
(A) ELECTION OF THE MEMBERS OF THE STATUTORY AUDIT COMMITTEE OF THE
CORPORATION
HOW MANY MEMBERS
COMMITTEE?
MAY
COMPOSE
THE
CORPORATION’S STATUTORY AUDIT
The Statutory Audit Committee shall be composed of 3 (three) to 5 (five) effective members
and alternates in equal number, which amount shall be defined in the Annual Shareholders’
Meeting, with unified term of office of one (01) year, being allowed reelection.
HOW THE MEMBERS OF THE STATUTORY AUDIT COMMITTEE SHALL BE ELECTED?
The majority of shareholders attending the Annual Shareholders’ Meeting shall elect the
majority of the Statutory Audit Committee’s members and their respective alternate members.
The remaining shareholders shall elect the remaining members, as well as their alternate
members.
The shareholder or group of shareholders different from that one which elected a member as
provided for in the previous paragraph shall have equal rights, observing same rules and
conditions of election.
Other shareholders, excluding those voting in the election of members for the Statutory Audit
Committee as provided for in the paragraphs above, may elect the effective members and its
alternates who, in any case, shall be in an equal number of those elected under the terms of the
paragraphs above, plus one (1).
The current Corporation’s management may appoint members to compose the Statutory Audit
Committee, provided that, in this case, the candidates’ names, identifications and resumés shall
be disclosed in due course in the website of the Securities Exchange Commission
(www.cvm.gov.br) and in the Corporation’s website (www.lojasrenner.com.br/ri), and shall be
at the disposal of the shareholders in Corporation’s headquarter.
HOW CAN THE SHAREHOLDERS APPOINT ONE OR MORE CANDIDATES TO COMPOSE THE
STATUTORY AUDIT COMMITTEE?
The Corporation recommends to shareholder or group of shareholders, who intend to appoint a
member to the Statutory Audit Committee and its respective alternate, to attend the Annual
Shareholders’ Meeting, in person or by means of a proxy, with the candidate’s name,
identification, a complete professional résumé, observing the same rules and conditions for
election.
(B) FIX THE AMOUNT OF STATUTORY AUDIT COMMITTEE’S COMPENSATION
WHAT IS THE COMPENSATION OF THE MEMBERS OF STATUTORY AUDIT COMMITTEE?
The compensation of the members of Statutory Audit Committee shall be fixed in the Annual
Shareholders’ Meeting and the compensation to each member shall not be lower than ten per
cent (10%) of the average compensation attributed to each executive officer, not included the
benefits, allowances and shares profits, in accordance with Section 162, Paragraph 3rd of
Corporation Law.
IN THE EXTRAORDINARY SHAREHOLDERS’ MEETING:
1) RATIFICATION OF THE CAPITAL INCREASE OF THE CORPORATION, AS APPROVED BY THE
BOARD OF DIRECTORS IN THE MEETING HELD ON DECEMBER 8, 2006
(ITEM “V” OF THE PROXY)
WHAT IS THE REASON FOR THE PRESENT CAPITAL INCREASE OF THE CORPORATION?
The present capital increase results from the exercise of the options to purchase shares by Mr.
Sylvio Jorge Mandel, as a consequence of his retirement, in the terms of Section 12 of the Stock
Option Plan approved by the Extraordinary Shareholders’ Meeting held on May 25, 2005 and of
Section 7 of the Programs for the granting of options to the officers of the Corporation.
WHAT IS THE AMOUNT OF THE CAPITAL INCREASE OF THE CORPORATION?
The Corporation’s capital increase was held within the authorized capital, in the amount of one
million, six hundred and eighty one thousand, two hundred reais (R$ 1,681,200.00), by means
of issuance of one hundred thousand (120.000) common shares of the Corporation. In this sense,
the capital increased from three hundred and ninety eight millions, one hundred and thirty eight
thousand, two hundred and fifty-nine reais (R$ 398,138.259.00) to three hundred and ninety
nine million, eight hundred and nineteen thousand and four hundred and fifty-nine reais (R$
399,819,459.00), divided into one hundred and twenty one million, five hundred and eighty one
thousand and eight hundred and fifteen (121,581,815) common shares with non-par value.
DOES THE REMAINING SHAREHOLDERS HAVE PREEMPTIVE RIGHTS TO SUBSCRIBE THE
SHARES ISSUED IN THIS PRESENT CAPITAL INCREASE?
No. As provided in Paragraph 3rd of Section 6th of Corporation’s Bylaws, the present capital
increase do not grant preemptive rights to the remaining shareholders of the Corporation.
2) AMENDMENT TO THE MAIN SECTION OF SECTION
CORPORATION AS A RESULT OF SUCH CAPITAL INCREASE
(ITEM “VI” OF THE PROXY)
5 OF THE BYLAWS OF THE
WHAT IS THE PROPOSED NEW WORDING FOR SECTION 5 OF THE BYLAWS?
“The Corporation’s capital subscribed and paid up is three hundred and ninety nine million,
eight hundred and nineteen thousand and four hundred and fifty-nine reais (R$ 399,819,459.00)
divided into one hundred and twenty one million, five hundred and eighty one thousand and
eight hundred and fifteen (121,581,815) common shares with non-par value.”
WHY DOES THE CORPORATION RECOMMEND THE AMENDEMENT TO SECTION 5 OF THE
BYLAWS?
The Corporation recommends this amendment in order to update the wording of Section 5 of the
Bylaws.
3) AMENDMENTS TO THE STOCK OPTION PLAN OF THE CORPORATION
(ITEMS “VII” TO “XII” OF THE PROXY)
WHAT IS THE PURPOSE OF THE INTENDED AMENDMENTS TO THE CORPORATION’S STOCK
OPTION PLAN?
The current Stock Option Plan of the Corporation (“Plan”) was prepared and approved in the
Extraordinary Shareholders’ Meeting held on May 25, 2005 by the former controller J.C.
Penney Brasil Comercial Ltda.
During the last months, the Corporation has received suggestions aiming at the
improvement of the Plan, including amendments in order to conform the Plan to the
demands and considerations of the current shareholders and investors of the
Corporation.
In this regard, Lojas Renner hired a consulting firm specialized in remuneration of
officers, Towers Perrin, which provided the management of the Corporation with
recommendations in order to conform the Plan to the best practices applied by national and
international corporations. The relevant studies are at the disposal of the Shareholders at the
Corporation’s headquarter.
Based on the hired consultation, the Management has decided to promote the following
amendments to the Plan, which shall be submitted to the shareholders in the Extraordinary
Shareholders’ Meeting:
•
Section 4 of the Plan – Characteristics of the Program (subitem iii):
To amend the wording in order to exclude the obligation of the Committee to establish index for
adjustement of the Subcription Price. This amendment is proposed as consideration to the
proposal of amendment to Section 8 of the Plan – Subscription Price -, which contemplates the
exclusion of the discount of up to twenty per cent (20%) applicable on the execise price of the
options.
•
Section 6 of the Plan – Amount of Shares Included in the Plan:
To amend the wording in order to clarify that the shares object of the Plan are those issued by
the Corporation at any time. In this case, the percentage of up to four point five per cent (4.5%)
shall be applicable over the amount of the corporation’s capital existent in its records at the time
the option is granted, and for such reason, the amount of capital may vary from time to time,
including comprising any capital increase, split-off, amalgamation, bonus that may occur in the
Corporation.
•
Section 8 of the Plan – Exercise Price and Stock Exchange Value:
To amend the wording (i) in order to exclude the discount of up to twenty per cent (20%)
applicable on the execise price of the options, and (ii) so that the Stock Exchange Value of the
shares under this Plan and of any of the Programs constitutes the weighted average trade prices
in the stock exchange within thirty (30) calendar days prior to the date of the event that gave rise
to such exercise, and not the average of the day with the higher volume of trade within the ten
(10) days prior to the date of the event.
•
Section 11 of the Plan – Dismissal by Corporation’s Initiative:
To amend the wording in order to conform it with the provisions of Section 13, that is, in order
to clarify that in case of dismissal by Corporation’s initiative due to the occurrence of the events
established in Section 13 of the Plan, the specific criteria determined in such Section 13 shall be
observed.
•
Section 13 of the Plan – Accelerated Exercise of the Options:
To include a new Section in the Plan, pursuant to which in case of occurrence of events that
trigger the obligation to implement a mandatory tender offer, in the terms of Sections 41, 42, 43
and 44 of Bylaws, or in case of a successful mandatory tender offer for acquisition of
Corporation’s control, if any of such cases results in dismissal of a Participant, by initiative of
the Corporation, without justified reason, then all options granted to the respective Participant,
which are still not exercisable, shall become automatically exercisable.
In addition, the options granted under the Plan shall also be deemed exercisable in other cases
which are not expressaly provided in the Plan, in all cases subject to previous exam and opinion
by the Committee, which shall evaluated the relevant case and, if that is the case, submit to the
approval by the Board of Directors of the Corporation.
WHY DOES THE CORPORATION RECOMMEND THE AMENDMENTS TO THE CORPORATION’S
STOCK OPTION PLAN?
The Management of the Corporation recommends the amendments to the Stock Option Plan of
the Corporation, since it intends to conform the interests of the Magament and the Executives
with the interests of the Shareholders, as well as to provide greater transparency upon exercise
of the options and have instruments to be able to maintain the best Managers and Executives.
FORM OF PROXY
PROCURAÇÃO
POWER OF ATTORNEY
[ACIONISTA],
[QUALIFICAÇÃO]
(“Outorgante”), nomeia e constitui como seu
procurador o Sr. [NOME], [NACIONALIDADE],
[ESTADO CIVIL], [PROFISSÃO], com Carteira
de Identidade RG nº [•], inscrito no CPF/MF sob o
nº [•], residente e domiciliado na cidade de [•],
estado de [•], na Rua [•], [NÚMERO], para
representar a Outorgante, na qualidade de acionista
da Lojas Renner S.A., (“Companhia”), nas
Assembléias Gerais Ordinária e Extraordinária da
Companhia, a ser realizada em primeira
convocação no dia 2 de abril de 2007, às 11h, e se
necessário em segunda convocação em data a ser
informada oportunamente, na sede social da
Companhia localizada na Avenida Assis Brasil, nº
944, Passo D’Areia, cidade de Porto Alegre, estado
do Rio Grande do Sul, podendo examinar, discutir
e votar em nome da Outorgante, em conformidade
com as orientações estabelecidas abaixo, acerca
das seguintes matérias constantes da Ordem do
Dia:
[SHAREHOLDER],
[IDENTIFICATION],
(“Grantor”) hereby appoints and constitutes Mr.
[NAME],
[CITIZENSHIP],
[MARITAL
STATUS], [PROFESSION] with Identity Card
N. [•], enrolled with CPF/MF under N. [•],
resident and domiciled in the City of [•], State of
[•], at [ADDRESS], to represent Grantor, in its
capacity as shareholder of Lojas Renner S.A.
(“Corporation”), in the Corporation’s Annual
and Extraordinary Shareholders’ Meetings to be
held on first call on April 2nd, 2007, at 11:00
hours, and if necessary on second call on a date
to be duly informed, at the Corporation’s
headquarters located at Avenida Assis Brasil, N.
944, Passo D’Areia, City of Porto Alegre, State
of Rio Grande do Sul, to exam, discuss and vote
on behalf of Grantor, in accordance with the
voting instructions established below, concerning
the following Agenda:
Ordem do Dia:
Em Assembléia Geral Ordinária:
(I) Examinar, discutir e votar (a) as contas dos
administradores e (b) as demonstrações financeiras
relativas ao exercício social encerrado em 31 de
dezembro de 2006;
(a) Contas dos Administradores
A favor( )
Contra( )
Abstenção( )
(b) Demonstrações financeiras relativas ao
exercício social encerrado em 31 de dezembro de
2006
A favor( )
Contra( )
Abstenção( )
(II) Examinar, discutir e votar a proposta de (a)
Destinação do lucro líquido do exercício e (b) de
distribuição de dividendos;
(a) Destinação do lucro líquido do exercício
A favor( )
Contra( )
Abstenção( )
(b) Distribuição de dividendos
A favor( )
Contra( )
Abstenção( )
Agenda:
In the Annual Shareholders’ Meeting:
(I) Examine, discuss and vote (a) the
management statements and (b) the financial
statements for the fiscal year ended on December
31, 2006;
(a) Management Statements
In favour ( )
Against ( )
Abstain ( )
(b) Financial Statements for the fiscal year ended
on December 31, 2006;
In favour ( )
Against ( )
Abstain ( )
(II) Examine, discuss and vote the proposal for
(a) application of the net profit of the fiscal year
and (b) distribution of dividends;
(a) Application of the net profit of the fiscal year
In favour ( )
Against ( )
Abstain ( )
(b) Distribution of dividends
In favour ( )
Against ( )
Abstain ( )
(III) (a) Eleger os membros do Conselho de
Administração e (b) Fixar o montante da
remuneração dos Administradores
(a) Eleger os Membros do Conselho de
Administração
A favor( )
Contra( )
Abstenção( )
(b) Fixar o Montante da Remuneração dos
Administradores
A favor( )
Contra( )
Abstenção( )
(IV) (a) Eleger os membros do Conselho Fiscal e
(b) Fixar o montante da remuneração
(a) Eleger os membros do Conselho Fiscal
A favor( )
Contra( )
Abstenção( )
(b) Fixar o montante da remuneração
A favor( )
Contra( )
Abstenção( )
Em Assembléia Geral Extraordinária:
(V) Homologar o aumento de capital social da
Companhia, no montante de R$ 1.681.200,00 (um
milhão, seiscentos e oitenta e um mil e duzentos
reais), conforme aprovado pelo Conselho de
Administração em reunião realizada em 8 de
dezembro de 2006
A favor( )
Contra( )
Abstenção( )
(VI) Alterar o caput do Artigo 5º do Estatuto
Social da Companhia em função do referido
aumento de capital, como segue: “Artigo 5º - O
capital social subscrito e integralizado da
Companhia é de R$ 399.819.459,00 (trezentos e
noventa e nove milhões, oitocentos e dezenove mil,
quatrocentos e cinqüenta e nove reais), dividido
em 121.581.815 (cento e vinte e um milhões,
quinhentas e oitenta e uma mil e oitocentas e
quinze) ações ordinárias, sem valor nominal.”
(III) (a) Elect the Members of the Board of
Directors and (b) Fix the amount of
compensation of the Management;
(a) Elect the Members of the Board of Directors
In favour ( )
Against ( )
Abstain ( )
(b) Fix the amount of compensation of the
Management
In favour ( )
Against ( )
Abstain ( )
(IV) (a) Elect the members of the Statutory
Audit Committee and (b) Fix the amount of
compensation
(a) Elect the members of the Statutory Audit
Committee
In favour ( )
Against ( )
Abstain ( )
(b) Fix the amount of compensation
In favour ( )
Against ( )
Abstain ( )
In the Extraordinary Shareholders’Meeting:
(V) Ratification of the capital increase of the
Company, in the amount of one million, six
hundred and eighty-one thousand, two hundred
reais (R$ 1,681,200.00), as approved by the
Board of Directors in the meeting held on
December 8, 2006
In favour ( )
Against ( )
Abstain ( )
(VI) Amendment to the main section of Section
5 of the By-laws of the Corporation by virtue of
such capital increase, as follows: “Section 5 –
The Corporation’s capital stock subscribed and
paid up is three hundred and ninety nine million,
eight hundred and nineteen thousand and four
hundred and fifty-nine reais (R$ 399,819,459.00)
divided into one hundred and twenty one million,
five hundred and eighty one thousand and eight
hundred and fifteen(121,581,815) common
shares with non-par value.”;
In favour ( )
Against ( )
Abstain ( )
(VII) To resolve about the amendment to
subitem (iii) of item “Characteristics of the
Program”, under Section 4 of the “Stock Option
Plan approved by the Extraordinary Shareholders
Meeting of Lojas Renner S.A. held on May 25,
2005”, which shall henceforth be read as
follows: “(iii) The subscription price;”.
A favor( )
Contra( )
Abstenção( )
(VII) Deliberar acerca da reforma do sub-item (iii)
do item “Características dos Programas”, constante
da Cláusula 4ª do “Plano de Opção de Compra de
Ações Aprovado pela Assembléia Geral
Extraordinária dos Acionistas da Lojas Renner
S.A., realizada no dia 25 de maio de 2005”, que
passará a vigorar com a seguinte redação: “(iii) O
preço de subscrição;”.
A favor( )
Contra( )
Abstenção( ) In favour ( )
Against ( )
Abstain ( )
(VIII) Deliberar acerca da reforma do item
“Quantidade de Ações Incluídas no Plano”,
constante da Cláusula 6ª do “Plano de Opção de
Compra de Ações Aprovado pela Assembléia
Geral Extraordinária dos Acionistas da Lojas
Renner S.A., realizada no dia 25 de maio de 2005”,
que passará a vigorar com a seguinte redação:
“Quantidade de Ações Incluídas no Plano. As
opções de ações outorgadas segundo o Plano
poderão conferir direitos sobre um número de
ações que não exceda 4,5% (quatro inteiros e
cinco décimos por cento) da totalidade de ações
emitidas pela Companhia a qualquer tempo.”.
A favor( )
Contra( )
Abstenção( )
(IX) Deliberar acerca da reforma do item “Preço
de Exercício”, constante da Cláusula 8ª do “Plano
de Opção de Compra de Ações Aprovado pela
Assembléia Geral Extraordinária dos Acionistas da
Lojas Renner S.A., realizada no dia 25 de maio de
2005”, que passará a vigorar com a seguinte
redação: “Preço de Exercício. O preço básico para
o exercício das opções e pagamento da subscrição
ou aquisição de ações pelos beneficiários do Plano
será determinado pelo Comitê, caso a caso,
respeitados os parâmetros legais, na data da
outorga da opção, mas nunca inferior a 100% do
Valor de Bolsa das ações na data da outorga da
opção.”.
A favor( )
Contra( )
Abstenção( )
(X) Deliberar acerca da reforma do item “Valor de
Bolsa”, constante da Cláusula 8ª do “Plano de
Opção de Compra de Ações Aprovado pela
Assembléia Geral Extraordinária dos Acionistas da
Lojas Renner S.A., realizada no dia 25 de maio de
2005”, que passará a vigorar com a seguinte
redação: “Valor de Bolsa. Para fins deste Plano e
de cada Programa, Valor de Bolsa das ações
objeto do exercício da opção será o preço médio
ponderado das negociações nos 30 (trinta) dias
corridos de negociação em bolsa, anteriores à
data do evento que ensejar sua aplicação.”.
A favor( )
Contra( )
(VIII) To resolve about the amendment to item
“Amount of Shares Included in the Plan”, under
Section 6 of the “Stock Option Plan approved by
the Extraordinary Shareholders Meeting of Lojas
Renner S.A. held on May 25, 2005”, which shall
henceforth be read as follows: “Amount of
Shares Included in the Plan. The shares options
granted under the Plan may confer rights over
the amount of shares that do not exceed four
point five percent (4.5%) of all shares issued by
the Corporation at any time.”.
In favour ( )
Against ( )
Abstain ( )
(IX) To resolve about the amendment of item
“Exercise Price”, under Section 8 of the “Stock
Option Plan approved by the Extraordinary
Shareholders Meeting of Lojas Renner S.A. held
on May 25, 2005”, which shall henceforth be
read as follows: “Exercise Price. The basic price
for exercise of the option and payment of the
subscription or acquisition of the shares by the
beneficiaries of the Plan shall be determined by
the Committee, on a case by case basis, observed
the legal provisions, on the date the option is
granted, but never lower than 100% of the Stock
Exchange Value of the shares on the date the
option is granted.”.
In favour ( )
Against ( )
Abstain ( )
(X) To resolve about the amendment of item
“Stock Exchange Value”, under Section 8 of the
“Stock Option Plan approved by the
Extraordinary Shareholders Meeting of Lojas
Renner S.A. held on May 25, 2005”, which shall
henceforth be read as follows: “Stock Exchange
Value. For the purposes of this Plan and each
Program, the Stock Exchange Value of the
shares subject to the exercise of the option shall
be the weighted average trade prices in the stock
exchange within thirty (30) calendar days prior
to the date of the event that gave rise to such
exercise.”.
Abstenção( ) In favour ( )
Against ( )
Abstain ( )
(XI) Deliberar acerca da reforma do item
“Desligamento por Iniciativa da Companhia”,
constante da Cláusula 11ª do “Plano de Opção de
Compra de Ações Aprovado pela Assembléia
Geral Extraordinária dos Acionistas da Lojas
Renner S.A., realizada no dia 25 de maio de 2005”,
que passará a vigorar com a seguinte redação:
”Desligamento por Iniciativa da Companhia. Em
caso de Desligamento do Participante por
iniciativa da Companhia ou de sua controlada,
exceto por justa causa e ressalvada a hipótese de
desligamento
em
função
das
situações
estabelecidas na Cláusula 13 deste Plano, que
observará os critérios específicos determinados em
aludida
Cláusula
13
abaixo,
restarão
automaticamente extintas, de pleno direito,
independentemente
de
aviso
prévio
ou
indenização, todas as opções que lhe tenham sido
concedidas e que ainda não sejam exercíveis. Não
obstante, caberá ao titular das opções o direito de
exercer as opções já exercíveis na data do
desligamento no prazo improrrogável de 90
(noventa) dias, contados da data do desligamento,
mediante pagamento à vista e integralização do
saldo remanescente no caso de integralização
parcelada. O Comitê poderá estender este prazo,
quando tal medida for justificada pelas
circunstâncias específicas do caso.”.
A favor( )
Contra( )
Abstenção( )
(XI) To resolve about the amendment to item
“Dismissal by Corporation’s Initiative”, under
Section 11 of the “Stock Option Plan approved
by the Extraordinary Shareholders Meeting of
Lojas Renner S.A. held on May 25, 2005”,
which shall henceforth be read as follows:
“Dismissal by Corporation’s Initiative. In the
event of Dismissal of the participant by initiative
of the Corporation or its controlled company,
except for those dismissals due to justified
reasons and for those dismissals by virtue of the
events established in Clause 13 of this Plan, in
which cases the specific criteria established in
such Clause 13 shall be observed, all options
which have been granted but are not yet
exercisable shall be automatically cancelled for
all purposes of law, regardless of previous notice
or indemnification. Nevertheless, the holder of
the option shall exercise the options that are
already exercisable on the date of the dismissal
within the non-extendable term of ninety (90)
days, counted as of the date of dismissal, upon
payment in cash and payment of the outstanding
amounts in case of parcelled payment. The
Committee may extend such term whenever such
measure is justifiable by the specific
circumstances of the case.”.
In favour ( )
Against ( )
Abstain ( )
(XII) Deliberar acerca da inclusão da nova
Cláusula 13 – Exercício Antecipado de Opções no
“Plano de Opção de Compra de Ações Aprovado
pela Assembléia Geral Extraordinária dos
Acionistas da Lojas Renner S.A., realizada no dia
25 de maio de 2005”, como segue: “Cláusula 13 –
Exercício Antecipado de Opções. Oferta Pública
de Aquisição de Ações. Na hipótese de ocorrência
da obrigação de implementação de oferta pública
de aquisição das ações de emissão da Companhia,
nos termos dos Artigos 41, 42, 43 ou 44 do
Estatuto Social da Companhia, ou na hipótese de
sucesso de oferta pública de aquisição do controle
da Companhia formulada nos termos do Art. 257
da Lei 6.404/76, uma ou outra que resulte em
desligamento sem justa causa de Participante do
Plano por iniciativa da Companhia, fica desde já
estabelecido que todas as opções outorgadas ao
respectivo Participante e que ainda não sejam
passíveis
de
exercício
tornar-se-ão
automaticamente exercíveis. Outras Hipóteses. O
exercício antecipado de opções que tenham sido
outorgadas nos termos deste Plano poderá ser
implementado em outras hipóteses ora não
expressamente previstas, sempre mediante o prévio
exame e opinião do Comitê, o qual avaliará a
respectiva hipótese e, em sendo o caso, sugerirá
sua aprovação ao Conselho de Administração da
Companhia.” e renumeração das cláusulas
seguintes.
A favor( )
Contra( )
Abstenção( )
Para os fins da outorga deste mandato, o
procurador
terá
poderes
limitados
ao
comparecimento à Assembléia Geral Ordinária e à
Assembléia Geral Extraordinária e ao lançamento
de voto em conformidade com as orientações de
voto acima manifestadas, não tendo direito nem
obrigação de tomar quaisquer outras medidas que
não sejam necessárias ao cumprimento deste
mandato. O procurador fica autorizado a se abster
em qualquer deliberação ou assunto para o qual
não tenha recebido, a seu critério, orientações de
voto suficientemente específicas.
(XII) To resolve about the inclusion of a new
Section 13 – Accelerated Exercise of the Options
in the “Stock Option Plan approved by the
Shareholders Extraordinary Meeting of Lojas
Renner S.A. held on May 25, 2005”, as follows:
“Section 13 – Accelerated Exercise of the
Options. Mandatory Tender Offer. In case of
occurrence of obligation to implement the
mandatory tender offer of shares issued by the
Corporation, in the terms of Sections 41, 42, 43
or 44 of the Corporation’s Bylaws, or in case of
successful mandatory tender offer for acquisition
of Corporation’s control formulated in
accordance with Section 257 of Law N. 6.404/76,
one or the other which results in the dismissal
without justified reason of the Participant of the
Plan by Corporation’s initiative, it is hereby
established that all options granted to the
respective Participant, which are yet exercisable,
shall become automatically exercisable. Other
Hypothesis. The accelerated exercise of the
options granted under the terms of this Plan may
be implemented in other hypothesis that are not
contemplated by this Plan, in all cases subject to
previous exam and opinion by the Committee
which shall evaluate the respective hypothesis
and, if that is the case, suggest its approval by
the Board of Directors of the Corporation.” and
renumbering of the following sections.
In favour ( )
Against ( )
Abstain ( )
For purposes of this power-of-attorney, the
attorney-in-fact shall only have limited powers to
attend the Annual Shareholders’ Meeting and the
Extraordinary Shareholders’ Meeting and to vote
in accordance with the voting instructions given
above. The attorney-in-fact shall not have the
right or the obligation to take any other
measures, except those necessary for compliance
with the terms of this power-of-attorney. The
attorney-in-fact is hereby authorized to abstain
from voting in any resolution or matter that, at its
own discretion, he/she has not received duly
specified voting instruction.
O presente instrumento de mandato tem prazo de This present power-of-attorney shall be valid for
validade de 2 (dois) meses, a partir da presente a term of 2 (two) months, as from the date
data.
hereof.
[Cidade], [dia] de [mês] de [2007] / [Month], [date] 2007
_____________________________
Outorgante/Grantor
Por/By: (assinatura autenticada/notarized signature)
Cargo/Title:
DOCUMENTS AND REALATED LINKS
-
www.lojasrenner.com.br/ri: Corporation’s information.
-
www.bovespa.com.br: Novo Mercado Listing Regulation.
- www.cvm.gov.br: Brazilian Corporation Law.

Annual and Extraordinary General Meetings Lojas Renner S.A.

Transcrição

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