1 OSX BRASIL S.A. CNPJ/MF (Taxpayer Registration Number
Transcrição
1 OSX BRASIL S.A. CNPJ/MF (Taxpayer Registration Number
OSX BRASIL S.A. CNPJ/MF (Taxpayer Registration Number) 09.112.685/0001-32 NIRE (Company Registration Number) 33.3.0028401-0 (Publicly Held Company) MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING HELD ON OCTOBER 31ST, 2011 I. DATE, TIME, AND PLACE: On October 31st, 2011, at 10 am, in the City and State of Rio de Janeiro, at Praia do Flamengo 66, 7th floor, Flamengo. II. CALL: Call notices published on September 30th, October 3rd and October 4th, 2011, in the Official Gazette of the State of Rio de Janeiro (Pages 28, 25, and 08, respectively) and in the Diário Mercantil (two times in the Economy and Finance section, page 02, and one time in the National section, page 09), pursuant to article 124, II of Law 6,404/76 (“Corporations’ Law”). III. ATTENDANCE: Shareholders listed at the end of these minutes, representing the majority of the capital of OSX Brasil S.A. (“Company”) required to comply with legal quorum for convening and deliberation of the proposed agenda, and, therefore, the Meeting is legally convened, as per the signatures contained in the Shareholders’ Attendance Book. IV. CHAIR: In accordance with Article 25 of the Company’s Bylaws and with Article 128 of the Corporations’ Law, the attending shareholders unanimously and without reservations chose Mr. Luciano Medrado Cruz Porto to act as Chairman of the Meeting who, in turn, invited Ms. Wanda Brandão to carry out the duties of Secretary. V. AGENDA: Discuss and deliberate on: (i) the split of the Company’s common shares – OSXB3 – traded in the São Paulo Stock Exchange (Bolsa de Valores, 1 Mercadorias e Futuros - “BM&FBOVESPA”), in the proportion of 25 (twenty five) new shares for each existing share (1:25 ratio), in order to promote the shares’ marketability conditions; and (ii) the amendment, and subsequent consolidation, of the Company’s Bylaws, in order to reflect the Company’s new capital and to adapt the Bylaws to the new Rules of BM&FBOVESPA’s Novo Mercado. VI. RESOLUTIONS: The shareholders decided to: (i) Unanimously, approve the split of the Company’s common shares – OSXB3 – traded in the São Paulo Stock Exchange (Bolsa de Valores, Mercadorias e Futuros “BM&FBOVESPA”), in the proportion of 25 (twenty five) new shares for each existing share (1:25 ratio). The shareholders of the Company recorded in the Company’s share register as of the date in which this Extraordinary General Shareholders’ Meeting was held will be entitled to receive the new shares resulting from the split, which shall begin trading on November 1st, 2011. The effective credit of the split shares in favor of their respective holders is scheduled to occur on November 7th, 2011. The shares resulting from the split herein approved will participate equally in all benefits and rights granted to the existing common shares of the Company, including with respect to distribution of dividends and to any capital remuneration that may be approved by the Company; and, (ii) Unanimously, approve the amendment, and subsequent consolidation, of the Company’s Bylaws, in order to (a) reflect the capital increase approved by the management of the Company, within the limits of the authorized capital, as a result of the exercise of stock options granted by the Company pursuant to the Stock Purchase or Subscription Option Program, in the total amount of R$ 822,644.52 (eight hundred and twenty two thousand, six hundred and forty four reais and fifty two cents), with the issuance of 10,509 (ten thousand five hundred and nine) common shares, as per the meetings of the Board of Directors and Executive Board held on April 6th and August 4th, 2011, respectively, and (b) reflect the share split herein approved, and, also (c) adapt the Company’s Bylaws to the new Rules of BM&FBOVESPA’s Novo Mercado. 2 VII. CLOSING: As there was nothing further to discuss, the Meeting was closed and these Minutes were drafted in summary form, in accordance with article 130, Paragraph One of the Corporations’ Law. The shareholders approved the publication of the Minutes with the exclusion of the signatures of the shareholders. After being read and approved, these Minutes were signed by all those in attendance. VIII. ATTENDING SHAREHOLDERS: EIKE FUHRKEN BATISTA (p.p João Pedro Barroso do Nascimento); CENTENNIAL ASSET MINING FUND LLC (p.p João Pedro Barroso do Nascimento); LUCIANO MEDRADO CRUZ PORTO; ROBERTO BERNARDES MONTEIRO; COLLEGE RETIREMENT EQUITIES FUND; STATE STREET EMERGING MARKETS; THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD; ONTARIO TEACHERS PENSION PLAN BOARD; USAA EMERGING MARKETS FUND; LEGG MASON GLOBAL TRUST, INC- LEGG MASON BATTERYMARCH EMERGING MARKETS TRUST; CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; THE MONKS INVESTMENT TRUST PLC; COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEE RETIREMENT SYSTEM; MANAGED PENSION FUNDS LIMITED; THE MONETARY AUTHORITY OF SINGAPORE; DTE VEBA MASTER TRUST; OLD WESTBURY GLOBAL SMALL & MID CAP FUND; NATIONAL PENSION SERVICE; DTE ENERGY COMP AFFILIATES EMPLOYEE BENEFIT PLANS MASTER TRU; UNIVERSITY OF PITTSBURGH MEDICAL CENTER SYSTEM; CN CANADIAN MASTER TRUST FUND; PRUDENTIAL JENNISON NATURAL RESOURCES FUND, INC; PRUDENTIAL SERIES FUNDS NATURAL RESOURCES PORTFOLIO; VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; CANADA PENSION PLAN INVESTMENT BOARD; NATIONAL COUNCIL FOR SOCIAL SECURITY FUND; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; SCHWAB EMERGING MARKETS EQUITY ETF; EMERGING GLOBAL SHARES INDXX BRAZIL INFRASTRUCTURE INDEX FUND; PRINCIPAL FUNDS, INC – DIVERSIFIED REAL ASSET FUND; JPMORGAN BRAZIL INVESTMENT TRUST, PLC; JPMORGAN FLEMING FUNDS LATIN AMERICA EQUITY FUND; SBC MASTER PENSION TRUST; NORGES BANK; JPMORGAN FUNDS; FAMANDSFORENINGEN PENSAM INVEST PSI 50 EMERG MARKET AKTIER; JPMORGAN LATIN AMERICA FUND; FI VOTORANTIM PERFORMANCE AÇÕES; FI VOTORANTIM EQUITY ALLOCATION I EM AÇÕES; FI VOTORANTIM EQUITY PREV EM AÇÕES; FI ESTRATÉGIA MULTIMERCADO – C.P.; FIM MINAS; JPMORGAN BRAZIL EQUITY MASTER INVESTMENT TRUST (p.p. Anderson Carlos Koch); OPUS EQUITY HEDGE MASTER FUNDO DE INVESTIMENTO MULTIMERCADO; OPUS HEDGE FUNDO 3 DE INVESTIMENTO MULTIMERCADO; OPUS HEDGE AGRESSSIVO FUNDO DE INVESTIMENTO MULTIMERCADO; OPUS AÇÕES FUNDO DE INVESTIMENTO EM AÇÕES; E OPUS HEDGE INSTITUCIOCIONAL FUNDO DE INVESTIMENTO MULTIMERCADO (p.p. Bruno Vinícius Barros). - I hereby certify that these Minutes of the General Extraordinary Shareholders’ Meeting of OSX Brasil S.A., held on October 31st, 2011, are a true and correct copy of the Minutes recorded in the relevant corporate book and signed by all in attendance.- Rio de Janeiro, October 31st, 2011. _______________________________________________ WANDA BRANDÃO Secretary 4
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