Annual Shareholders´ Meeting - April 29, 2011

ROSSI RESIDENCIAL S.A.
Publicly held Company
Corporate Taxpayer ID (CNPJ) 61.065.751/0001-80 — CVM 01630-6
Company Registry (NIRE) 35.300.108.078
Minutes of the Special and Annual Shareholders’ Meetings held on April 29, 2011
Date, Time and Place: April 29, 2011, at 10:00 a.m., at the Company’s headquarters,
located at Avenida Major Sylvio de Magalhães Padilha n° 5200, Edifício Miami, Bloco C,
Conjunto 31, in the City and State of São Paulo.
Attendance: (i) Shareholders representing 49.21% of the Company’s voting capital, as
per signatures on the Shareholders Attendance Book; (ii) Messrs. João Rossi
Cuppoloni, Edmundo Rossi Cuppoloni, Sérgio Pedroso Rossi Cuppoloni and Rafael
Rossi Cuppoloni, members of the Company’s Board of Directors; and (iii) Mr. José
André Viola Ferreira, independent auditor, as legal representative of Ernst & Young
Terco Auditores Independentes, pursuant to Article 134 of Law 6,404/76, as amended
(―Brazilian Corporation Law‖).
Presiding Board: João Rossi Cuppoloni - Chairman; and Sérgio Pedroso Rossi
Cuppoloni - Secretary.
Call notices: (i) Special Shareholders’ Meeting (in second call) – notices published
in the Official Gazette of the State of São Paulo, editions of April 19 (page 65), 20 (page
244) and 21 (page 245), 2011 and in ―O Estado de São Paulo‖ newspaper, editions of
April 19 (page B10), 20 (page B26) and 21 (page B07), 2011, pursuant to Article 124 of
.1.
the Brazilian Corporation Law and; (ii) Annual Shareholders’ Meeting – notices
published in the Official Gazette of the State of São Paulo, editions of April 14 (page
81), 15 (page 88) and 16 (page 67), 2011 and in ―O Estado de São Paulo‖ newspaper,
editions of April 14 (page B8), 15 (page B8) and 16 (page B18), 2011 .
Minutes in the Summary Format: the drawing up of these minutes in the summary
format was authorized pursuant to Article 130 of the Brazilian Corporation Law.
Agenda:
I - At the Special Shareholders’ Meeting (second call):
(1) to approve, in view of the 1st Issue of Certificates of Real Estate Receivables (―CRI‖)
of 216th Series, which will be purpose of public offering by Brazilian Securities
Companhia de Securitização pursuant to CVM Rule 400 of December 29, 2003, the
proposal referring to the issue non-convertible secured debentures, in a single
series, with the unit face value of three hundred thousand reais (R$300,000.00),
totaling on their issue date, two hundred, two million and five hundred thousand
reais (R$202,500,000.00) (―Debentures‖), which will be purpose of a public offering
with restricted placement efforts, pursuant to the rule issued by Brazilian Securities
and Exchange Commission (―CVM‖) 476 of January 16, 2009, as amended
(―Issue‖), and real estate receivables deriving from Debentures shall be tied to
aforementioned CRI;
(2) to restate Article 5 of the Company’s Bylaws in view of the increase in the number
of shares, as approved at the Board of Directors meeting of March 28, 2011;
(3) to restate Article 6 of the Company’s Bylaws as a result of the resolution mentioned
in item 2 above;
.2.
(4) to amend the Restricted Stock Option Plan; and
(5) to amend the Stock Option Plan.
II – At the Annual Shareholders’ Meeting:
(1)
Management report and the financial statements, accompanied by independent
auditors’ report for the fiscal year ended December 31, 2010;
(2)
the allocation of net income for the fiscal year ended December 31,2010 and the
distribution of dividends amounting to R$83,071,000.00, at the ratio of R$
0.312282 per common share;
(3)
payment of 2010 profit sharing to the Company’s Management;
(4)
the election of members of the Board of Directors (minimum percentage of
interest in the voting capital required in the multiple vote process is 5%,
according to CVM Rule 282/98), in view of the end of the term of office;
(5)
the election of Fiscal Council members, in view of the end of term of office; and
(6)
the definition of global compensation payable to the Company’s Management in
2011.
Instatement: The Special Shareholders’ Meeting was instated in second call, pursuant
to Article 135 of the Brazilian Corporation Law and the Annual Shareholders’ Meeting
was instated in first call, pursuant to Article 125 of the Brazilian Corporation Law:
Reading of documents: The reading of documents related to the agenda was
exempted, as the Company’s shareholders are fully aware thereof.
.3.
Resolutions made at the Special Shareholders’ Meeting: The shareholders, after
examining and discussing the matters of the Agenda, resolved, according to the
attributions provided for in Article 59 of the Brazilian Corporation Law:
(1)
to approve by majority vote, with one abstention, the Company’s issue of
Debentures, with the following characteristics:
1.1. Total Issue Amount: total issue amount shall be two hundred, two million
and five hundred thousand reais (R$202,500,000.00) on the Issue Date (as defined
hereinbelow).
1.2.
Amount: six hundred and seventy-five (675) debentures will be issued.
1.3. Unit Face Value: Debentures shall have unit face value of three hundred
thousand reais (R$300,000.00), on the Issue Date (as defined hereinbelow) (―Unit Face
Value‖).
1.4.
Series: The Issue shall occur in a single series.
1.5. Convertibility, Type and Form: Debentures shall be book-entry, registered
without issuing certificates and shall not be convertible into Issuer shares.
1.6. Type: Debentures shall be secured by fiduciary assignment (as defined
hereinbelow).
1.7. Issue Date: For all legal purposes, the issue date of Debentures is May
10, 2011 (―Issue Date‖).
.4.
1.8. Effectiveness term and maturity date: Debentures shall have effectiveness
term of three thousand, seven hundred and one (3,701) days, thus, maturing on June
27, 2021 (―Maturity Date‖), observing the possibility of: (a) early redemption in the
assumptions of : (i) lack of calculation and/or disclosure and/or restriction on DI Rate (as
defined hereinbelow) and disagreement between the Company and Debenture Holders,
in relation to the new remuneration parameter (as defined hereinbelow); and (ii)
Debenture holders disagreement with the new conditions set for Debentures in the
Scheduled Renegotiation (as defined hereinbelow); and (b) early maturity of
Debentures, as provided for in item 1.13 below.
1.9. Adjustment and Remuneration: The Unit Face Value of Debentures shall
not be adjusted. Debentures shall bear interest rates corresponding to one hundred
percent (100%) of the accrued daily average rates of the one-day DI - Interbank
Deposits, known as ―over extra group‖, expressed as annual percentage, basis of two
hundred and fifty-two (252) business days, calculated and published by CETIP S.A. –
OTC Clearing House (―CETIP‖ and ―DI Rate‖, respectively), plus a surcharge of one
whole, forty hundredths percent (1.40%) per annum, basis of two hundred and fifty-two
(252) business days (―Remuneration‖). The Remuneration shall be calculated
exponentially and cumulatively, pro rata temporis per business days elapsed, incurring
on the Unit Face Value as of the date of effective payment of Debentures (―Payment
Date‖) or the immediately preceding payment date of the Remuneration, where
applicable, until the date of its effective payment. The Remuneration of Debentures
shall be paid in half-yearly installments, as per schedule to be defined in the Deed of
Issue.
1.10. Price and Payment Conditions: Debentures shall be paid-up by their Unit
Face Value with a discount to be defined hereafter restricted to the amount of up to one
hundred thousand reais (R$100,000.00). Debentures shall be paid-up in domestic
currency, according to CETIP applicable settlement rules, on the payment date of CRIs,
.5.
noting that Qualified Investors to have subscribed Debentures only shall be required to
pay up Debentures until the total amount of demand for CRI verified by Lead Manager
within the scope of the CRI public offering. Debentures not paid up on the Payment
Date shall be canceled by Issuer.
1.11. Scheduled Amortization: The Unit Face Value of Debentures shall be fully
amortized on the Maturity Date, observing the possibilities of prepayment in view of the
scheduled renegotiation and Debentures early maturity assumptions.
1.12. Scheduled Renegotiation: Debentures conditions shall be renegotiated by
Issuer according to the procedures to be defined in the Deed of Issue (―Scheduled
Renegotiation‖). The first date to exercise the Renegotiation by Issuer shall correspond
to the business day that precedes by sixty (60) days the sixth (6th) payment date of
Debentures Remuneration. Subsequent dates to exercise the Scheduled Renegotiation
shall be defined at the exclusive discretion of the Issuer, at every Scheduled
Renegotiation, which shall necessarily correspond to one business day that precedes
by sixty (60) days the date of certain payment of Remuneration.
1.13. Early Maturity: Debentures shall be deemed as matured in advance and
the Issuer shall become immediately enforceable to pay the Unit Face Value of
outstanding Debentures, plus Remuneration, calculated pro rata temporis (as defined
in the Deed of Issue), upon the occurrence of the following assumptions to be detailed
in the Deed of Issue (each ―Default Event‖):
(a) default of monetary liabilities;
(b) default by Issuer or Fiduciary Assignors (as defined hereinbelow) of non-monetary
liabilities;
(c) decree of early maturity or monetary liabilities default by Issuer and/or any direct or
indirect subsidiary of the Issuer (―Subsidiaries‖), as defined in the Deed of Issue;
.6.
(d) occurrence of the assumptions mentioned in Articles 333 and 1,425 of Law nº.
10,406 of January 10, 2002, as amended;
(e) adjudication of Issuer’s bankruptcy and/or any of its Subsidiaries and other
situations of liquidation and/or insolvency to be defined in the Deed of Issue;
(f) protest of bills against the Issuer and/or any of its Subsidiaries, according to
procedures and amounts defined in the Deed of Issue;
(g) in case of pledge, seizure, attachment or any other form of legal constriction of
receivables subject-matter of the Fiduciary Assignment;
(h) if the Fiduciary Assignment is subject-matter of legal or arbitration dispute by any
third party;
(i)
Issuer’s capital decrease without the written consent of Debenture holders
gathered in Shareholders’ Meeting;
(j)
relevant amendment to the Issuer's purposes;
(k)
failure to comply with any final and unappealable court decision or award against
the Issuer and/or any of its Subsidiaries, in the amounts defined in the Deed of Issue;
(l)
non-renewal, cancellation, revocation or suspension of relevant authorizations,
concessions and licenses for the Issuer and/or any of the Subsidiaries continuing
performing the Company’s purposes;
(m) if any judicial, extrajudicial or administrative lawsuit is filed, which at the discretion
of Debenture holders may affect the surety;
(n) if Issuer transfers or anyway assigns or promises to assign the rights and
obligations undertaken pursuant to the Deed of Issue to third parties;
(o) change in the effective or indirect controlling interest of the Issuer;
(p) spin-off, merger, or also the amalgamation of the Issuer with another company,
without the previous consent of Debenture holders;
(q) sale or transfer of Issuer’s material assets in amount and procedure to be defined
in the Deed of Issue;
(r)
any representation or warranty provided by Issuer proves to be false or reveal to
be incorrect, inconsistent, insufficient or misleading;
.7.
(s) transformation of the Issuer into a limited liability company, pursuant to Articles
220 to 222 of the Brazilian Corporation Law;
(t)
distribution of dividends, payment of interest on equity or any other payment to its
shareholders, if the Issuer is in default with any of its obligations set forth in the Deed of
Issue, however, except for the payment of minimum mandatory dividend;
(u)
failure to comply with the Minimum Coverage Ratio as defined in the Deed of
Issue, without appropriate additional guarantee of Fiduciary Assignment, as provided for
in the Fiduciary Assignment Agreement; and
(v) if the Issuer fails to hold the following financial ratios, to be outlined and detailed in
the Issue: (i) ratio between (A) Net Debt; and (B) Shareholders’ Equity, equal to or
lower than 0.7; (ii) ratio between (A) the sum of Total Receivables, Ready Inventory and
Unearned Revenue; and (B) Net Debt, equal to or higher than 1.5 or lower than 0; and
(iii) the ratio between (A) EBIT, if positive; and (B) Net Financial Expenses, equal to or
higher than 1.5, with positive EBIT, or lower than zero (0), and the latter is only
acceptable if the Net Financial Expense is negative.
1.14. Offering Procedure: Debentures shall be purpose of public offering with
restricted placement efforts, and Banco Santander (Brasil) S.A., as Lead Manager
(―Lead Manager‖), under the best placement efforts system, pursuant to CVM Rule 476.
1.15. Placement Registration: Debentures shall be registered to be distributed in
the primary market of SDT – Securities Distribution Module (―SDT‖) and for electronic
custody at SND – Debentures National Module ("SND"), both administered and
operated by CETIP, and Debentures are settled at CETIP. Debentures may be
registered for trading at SND after: (i) the execution of amendment to the Deed of Issue
to include the obligations provided for in Article 17 of CVM Rule 476 among Issuer’s
obligations, besides other amendments deriving from the possibility of Debentures
trading; and (ii) the submission of the referred amendment to CETIP. In this case,
Debentures only may be traded after having elapsed ninety (90) consecutive days of
.8.
said registration by Qualified Investors holding these debentures on that date, as
provided for in Article 13 of CVM Rule 476.
1.16. Allocation of Proceeds: The proceeds obtained by the Company through
the payment of Debentures shall be exclusively set aside to the real estate financing,
directly or by means of equity interest in special purpose entities, real estate
development projects exclusively for housing purposes to be defined by board of
executive officers and indicated in the Deed of Issue, including, but not limited to the
real estate development costs, which do not include: (a) the financing of reimbursement
of costs already incurred by Issuer referring to these projects, and/or (b) the financing of
reimbursement of costs already incurred by Issuer referring to the acquisition or
investment in special purposes entities.
1.17. Sureties: the total amount of Issuer’s debt represented by Debentures, on
the Payment Date, plus Remuneration and applicable default charges, as well as other
monetary liabilities provided for in the Deed of Issue, including, but not limited to those
due to the fiduciary agent is secured by the fiduciary assignment of: (a) receivables
deriving from the negotiation of real estate units owned by special purpose entities,
controlled by the Company (―Fiduciary Assignors‖) to be identified in the Fiduciary
Assignment Agreement of Receivables and Other Covenants to be executed between
the Fiduciary Assignors, the Issuer, the Lead Manager and Pentágono S.A.
Distribuidora de Títulos e Valores Mobiliários, in the capacity of fiduciary agent
(―Fiduciary Agent‖ and ―Fiduciary Assignment Agreement‖, respectively); (b) rights and
amounts deposited by buyers of real estate units, in bank accounts specifically
designated to receive these amounts; and (c) amounts deposited by the Company in its
bank account, so that rights and amounts provided for in items ―a‖ to ―c‖ jointly
correspond to the one hundred and twenty percent (120%) of the amount equivalent to
the debt represented by Debentures (―Minimum Coverage Ratio‖ and ―Fiduciary
Assignment‖, respectively).
.9.
1.18. Early Redemption: Once observed the redemption assumptions related to
Scheduled Renegotiation events and the assumption of disagreement on the new
reference interest rate provided for in the Deed of Issue, Debentures shall not be
purpose of mandatory early redemption.
1.19. Risk Rating: Debentures shall not be purpose of risk rating on the Issue
Date.
The Company’s Management is authorized to negotiate the terms, conditions and the
characteristics of Debentures based on the parameters defined above, as well other
clauses of the Deed of Issue, including, but not limited to the early maturity clauses,
conditions for extraordinary amortization, remuneration, Company's obligations and
sureties, among other conditions. Likewise, the Company’s Management is authorized
to: (a) practice all and any acts necessary to execute the Issue, and may also hire the
agent bank and bookkeeping agent of Debentures, fiduciary agent, legal and accounting
advisors of the Issue; (b) execute the Deed of Issue and other agreements related to
the Issue, as well as any of their subsequent amendments, observing the limits set forth
herein; (c) execute the Fiduciary Assignment Agreement, which shall constitute the
secured guarantee of Debentures, as well as constitute other guarantees deemed as
necessary to conduct the Issue; and (d) provide all the information and execute all the
agreements and documents necessary for the Issue and the public offering of CRI
which shall be backed by Debentures.
(2)
to approve by majority vote with one abstention, the restatement of Article 5 of
the Company’s Bylaws in view of the issue of one billion, five hundred and fifty thousand
(1,550,000) book-entry registered common shares, within the limits of authorized
capital, excluding the preemptive right of the Company’s current shareholders, pursuant
.10.
to Article 172 of Law nº 6,404/76 and Paragraph 1 of Article 6 of its Bylaws, duly
approved at the Board of Directors Meeting held on March 28, 2011, now with the
following wording:
“Article 5 – The subscribed and paid-up capital stock of the Company is two billion,
twenty-four million, four hundred, seventy-one thousand, two hundred, seventy reais and
fifty-eight centavos (R$2,024,471,270.58), divided into two hundred, sixty-seven million,
nine hundred, eighty-six thousand, three hundred and eighty-eight (267,986,388) nonpar, book-entry, registered common shares.”
(3)
to approve by majority vote, with one abstention, the restatement of caput of
Article 6 of the Company’s Bylaws, as a result of the resolution mentioned in item 2
above, in order to reflect the new amount the Board of Directors is authorized to
increase, i.e., by another twenty-nine million, seven hundred, seventeen thousand, two
hundred and forty (29,717,240) non-par book-entry, registered, common shares,
considering that from two hundred, ninety-seven million, seven hundred, three
thousand, six hundred and twenty-eight (297,703,628) shares previously foreseen, two
hundred, sixty-seven million, nine hundred, eighty-six thousand, three hundred and
eighty-eight (267,986,388) shares have already been issued, now with the following
wording:
“Article 6 – The Company is authorized to increase, regardless of resolution at the
Shareholders’ Meeting and amendment to Bylaws, the capital stock by another twentynine million, seven hundred, seventeen thousand, two hundred and forty (29,717,240)
non-par book-entry registered common shares, totaling two hundred, ninety-seven
million, seven hundred, three thousand, six hundred and twenty-eight (297,703,628)
common shares, and it shall be incumbent upon the Board of Directors to define the
number of shares to be issued to be distributed in the country or abroad, as public or
private offering, price and other subscription and payment conditions, as well as resolve
.11.
on the preemptive right, observing the legal and statutory rules.”
(4)
to approve by majority vote, with five abstentions, the amendment to the
Restricted Stock Option Plan, executed on December 21, 2009, aiming at: (i) creating a
group of the Company’s Key Executive Participants; and (ii) altering the vesting of
shares to this Group.
(5)
to approve by majority vote, with six abstentions, the amendment to the Stock
Option Plan executed on March 3, 2008, aiming at creating a group of the Company’s
Key Executive Participants and changing in this group (i) pre-eligibility conditions in
each Program; (ii) how these stock options shall be granted; and (iii) the vesting of
these stock options.
Resolutions Made at the Annual Shareholders’ Meeting: After the matter was
discussed and subsequently voted, the Company’s shareholders, after analysis and
discussion of the proposed matters, resolved:
(1)
to approve, by unanimous vote and without reservations, with abstention,
including those legally impeded, the Management Report and the Financial Statements,
accompanied by its notes and the Independent Auditors’ Report, which were approved
by the Board of Directors with a favorable opinion of Fiscal Council for the fiscal year
ended December 31, 2010 and published in the ―O Estado de São Paulo‖ newspaper,
edition of March 14, 2011 (pages B1A to B10A), and in the ―Official Gazette of the State
of São Paulo‖, edition of March 14,2011 (pages 85 to 97);
(2)
to approve by majority vote, with one abstention, the allocation of net income for
the fiscal year ended December 31, 2010, in the amount of three hundred, forty-nine
million, seven hundred, seventy thousand, sixty-seven reais and forty-one centavos (R$
349,770,067.41), which shall be distributed as follows: (i) R$17,488,503.37 shall be set
.12.
aside to the Company's Legal Reserve; (ii) R$83,071,000.00 to the dividends payable
account, without monetary adjustment on June 28, 2011, at the ratio of R$0.312282 per
common share; and (iii) R$249,210,564.04 to profit retention in the profit reserves, as
provided for in the capital budget.
(3)
to authorize by majority vote, with one abstention, the allocation of three million,
five hundred thousand reais (R$3,500,000.00) related to the profit sharing payable to
the Management referring to the fiscal year ended December 31, 2010;
(4)
to approve by majority vote, with one abstention, the number of members of the
Board of Directors at six (6), and the following sitting members were re-elected: João
Rossi Cuppoloni, Brazilian citizen, married, civil engineer, identity card (RG/SSP/SP)
1.662.452, individual taxpayer register (CPF/MF) 004.563.908-63, resident and
domiciled in the City and State of São Paulo, with business address at Avenida Major
Sylvio de Magalhães Padilha nº 5200, Edifício Miami, Bloco C, conjunto 31, Jardim
Morumbi, São Paulo - SP; Edmundo Rossi Cuppoloni, Brazilian citizen, married, civil
engineer, identity card (RG/SSP/SP) 1.934.891-5, individual taxpayer register (CPF/MF)
004.232.708-34, resident and domiciled in the City and State of São Paulo, and
business address at Avenida Major Sylvio de Magalhães Padilha nº 5200, Edifício
Miami, Bloco C, conjunto 31, Jardim Morumbi, São Paulo - SP; Sérgio Pedroso Rossi
Cuppoloni, Brazilian citizen, business administrator, identity card (RG/SSP/SP)
13.522.661, individual taxpayer register (CPF/MF) 135.199.388-71, resident and
domiciled in the City and State of São Paulo, and with business address at Avenida
Major Sylvio de Magalhães Padilha nº 5200, Edifício Miami, Bloco C, conjunto 31,
Jardim Morumbi, São Paulo - SP; Rafael Rossi Cuppoloni, Brazilian citizen, single,
economist, Brazilian citizen, single, economist, identity card (RG/SSP/SP) 18.770.3899, individual taxpayer register (CPF/MF) 270.358.238-24, resident and domiciled in the
City and State of São Paulo, and with business address at Avenida Major Sylvio de
Magalhães Padilha nº 5200, Edifício Miami, Bloco C, conjunto 31, Jardim Morumbi, São
.13.
Paulo -SP; Eduardo Alfredo Levy Júnior, Brazilian citizen, married, economist,
identity card (RG/SSP/SP) 1.699.548, individual taxpayer register (CPF/MF)
003.494.708-63, resident and domiciled in the City and State of São Paulo, at Rua
Presidente Prudente nº 62, 3º andar, Jardim Paulista and elected Mr. Renato Ribeiro
Fortes Abucham, Brazilian citizen, married, attorney, identity card (RG/SSP/SP)
2.561.866-8, individual taxpayer register (CPF/MF) 213.776.458-00, resident and
domiciled in the City and State of São Paulo, at Rua Doutor Alcides da Silveira Faro nº
285, Jardim Guedala. Their term of office shall be effective until the Annual
Shareholders’ Meeting to be held after the end of the 2011 fiscal year.
Messrs. Eduardo Alfredo Levy Júnior and Renato Ribeiro Fortes Abucham are
independent board members, as defined in the Novo Mercado Listing Rules of
BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange. The members
elected herein shall be vested in their office by means of the signature of respective
instruments of investiture, in the Minutes Book of the Board of Directors Meetings,
according to Article 149 of the Brazilian Corporation Law, and the delivery of statements
provided for in CVM Rule 367 of May 29, 2002;
(5)
to approve by unanimous vote, with one abstention, the instatement of the Fiscal
Council for 2011, with mandate until the 2012 Annual Shareholders’ Meeting, which
shall be composed of three (3) sitting members and three (3) deputy members, as
follows: the sitting members elected are Messrs. Ademar Gonzalez Casquet, Brazilian
citizen, single, economist, identity card (RG/SSP/SP nº 3.848.777-9), individual
taxpayer register (CPF/MF) 047.503.818-53, resident and domiciled in the City and
State of São Paulo and with business address at Rua Professor Carlos Reis nº 145,
Pinheiros - São Paulo - SP; Cláudio Antonio Gaêta, Brazilian citizen, married,
attorney, identity card (RG/SSP/SP) 1.563.242-8, individual taxpayer register (CPF/MF)
022.458.098-15, resident and domiciled in the City and State of São Paulo, with
business address at Rua Teixeira e Souza nº 238 - São Paulo - SP; and Vitor Hugo
.14.
dos Santos Pinto, Brazilian citizen, married, business administrator, identity card
(RG/SSP/SP) 30.625.200-4, individual taxpayer register (CPF/MF) 292.699.278-57,
resident and domiciled in the City and State of São Paulo, with business address at
Avenida Paulista nº 2300, 11º andar, Bela Vista, São Paulo - SP, and respective
deputies, Messrs. Maurice Ramiro Pinto Nobre, Brazilian citizen, married, business
administrator, identity card (RG/SSP/SP) 3.053.355, individual taxpayer register
(CPF/MF) 030.036.128-91, resident and domiciled in the City and State of São Paulo, at
Rua Visconde de Nácar nº 163, apto.70, Real Parque; Gilberto Scafuro, Brazilian
citizen, married, civil engineer, identity card RG/SSP/SP 1.953.142, individual taxpayer
register (CPF/MF) 004.232.898-53, resident and domiciled in the city of Florianópolis,
state of Santa Catarina, at Rua Professora Maria Juia Franco nº 314; and Raquel
Cristina Tedesco, Brazilian citizen, single, production engineer, identity card
(RG/SSP/SP) 32.681.937-x, individual taxpayer register (CPF/MF) 305.492.878-09,
resident and domiciled in the City and State of São Paulo, with business address at
Avenida Paulista nº 2300, 11º andar, Bela Vista, São Paulo/SP.
The Fiscal Council members elected herein shall be vested in their office by means of
the signature of respective instruments of investiture drawn up in the Company’s
records, and is evidenced by the Fiscal Council members elected herein that they
complied with the previous eligibility conditions provided for in Article 162 of the
Brazilian Corporation Law.
The individual compensation of the Fiscal Council members shall be the legal minimum
percentage of ten percent (10%) of the average compensation of the Company's
executive officers, excluding benefits, procuration fees and profit sharing.
(6)
to approve by majority vote with nine abstentions, the global annual allowances
of up to twelve million reais (R$12,000,000.00) for the fixed and variable compensation
of the members of the Board of Directors and Board of Executive Officers, and each of
.15.
these bodies by joint decision shall assign the monthly compensation to each one of
respective members during current fiscal year.
Closure and drawing up of these Minutes. There being no further business to
discuss, and after the Chairman offered the floor to anyone who intended to speak, as
no one did, the meeting was adjourned for the time necessary to draw up these
minutes, which were then read, approved and signed by all attending board members.
Place and Date: São Paulo, SP, April 29, 2011.
Presiding Board. Chairman: João Rossi Cuppoloni; Secretary: Sérgio Pedroso Rossi
Cuppoloni.
Attending Shareholders. (undersigned) João Rossi Cuppoloni; Edmundo Rossi
Cuppoloni; Sérgio Pedroso Rossi Cuppoloni; Rafael Rossi Cuppoloni; Oficinalis
Administração e Participações Ltda. by Edmundo Rossi Cuppoloni; Jopar
Administração Ltda., by João Rossi Cuppoloni; Paradiso Administração e Participações
Ltda. by Edmundo Rossi Cuppoloni; Arpoador Administação e Participações Ltda., by
João Rossi Cuppoloni; Palmarino Frizzo Neto; Gerson Cohen; Cassio Elias Audi;
Adriana Portella Maron, by delegation of powers of HSBC Corretora de Títulos e
Valores Mobiliários S.A., attorney-in-fact of Blackrock Korea Latin American FundMaster, Norges Bank, State of New Mexico Educational Retirement Board, State of
New Mexico State Investment Council, State of Wyoming, Wyoming State Treasurer,
The Master Trust Bank of Japan Ltda. as Trustee For MTBI 400045800, The Public
Education Employee Retirement System of Missouri,The Public School Retirement
System of Missouri, Universities Superannuation Scheme Ltda., Vanguard Investment
Series, PLC. and Vanguard Total International Stock Index Fund, A Series Of Vanguard
Star Funds; Adriana Portella Maron, by delegation of powers of Itaú Unibanco S.A.,
attorney-in-fact of Gam Equity Two Inc, LMA SPC on behalf of Map 57 Segregated
.16.
Portfolio, OGI Associates LLC, Passport Trading LLC, Weiss Equity Strategies Fund
LLC, Weiss Multi-Strategy Partners II LLC eWeiss Multi-Strategy Partners LLC; Adriana
Portella Maron, by delegation of powers of Citibank N.A., attorney-in-fact of Abu Dhabi
Retirement Pensions And Benefits Fund, Advanced Series Trust - AST Parametric
Emerging Markets Equity Portfolio, Advanced Funds, Inc. Dreyfus Total Emerging
Markets Fund, Alliancebernstein Glbal rel Estate Investment Fund, Inc., Alpine Cyclical
Advantage Property Fund, Alpine Emerging Markets Real Estate Fund, Alpine Global
Premier Properties Fund, Alpine International Real Estate Equity Fund, AT&T Union
Welfare Benefit Trust, Batterymarch Global Emerging Market Fund, Bell Atlantic Master
Trust, Bellsouth Corporation RFA Veba Trust, BGI Emerging Markets Strategic Insights
Fund Ltd, Blackrock Institutional Trust Company, N.A., Blackrock Latin America Fund
Inc., BSF - Blackrock Latin American Opportunities Funds, Caisse de Depot Et
Placement Du Quebec, Catholic Helath Initiatives, CF NCML International Equity Fund,
City of Westminster Superannuantion Fund, College Retirement Equities Fund, County
Employees Annuity and Benefit Fund of The Cook County, Eaton Vance Collective
Investment Trust for Employee Benefit Plans Emerging ,Markets Equity Fund, Eaton
Vance Structured Emerging Markets Fund, Emerging Markets Equity Trust 4, Emerging
Markets Index Fund E, Emerging Markets Sudan Free Equity Index Fund, Evangelical
Lutheran Church in America Board of Pensions, Fidelity Fixed-Income Trust: Fidelity
Series Global Ex U.S. Index Fund, Ford Motor CO Defined Benefit Master Trust, Global
X Brazil Financials ETF, Hampshire County Council Pension Fund, IBM Diversified
Global Equity Fund, IBM Savings Plan, Integra International Equity Fund, International
Bank for Reconstruction and Development, ATFSRPAT/Ret/Staff Ben Plan and Trust,
Ishares MSCI Brazil (Free) Index Fund, Ishares MSCI Bric Index Fund, Ishares MSCI
Emerging Markets Index Fund, Ishares Public Limited Company, Ivy Asset Strategy
New Opportunities Fund, John Hancock Funds II International Equity Index Fund, John
Hancock Trust International Equity Index Trust A, John Hancock Trust International
Equity Index Trust B, Legg Mason Global Funds PLC, London Borough of Newham,
Mainstay Epoch International Small Cap Fund, Massmutual Select Diversified
.17.
International Fund, Massmutual Select Overseas Fund, MT Total Return Fund, National
Council For Social Security Fund, New Zealand Superannuation Fund, Newton 50-50
Global Equity Fund, Newton Acer Fund, Newton Balanced Fund, Newton Global
Opportunities Fund, Newton International Growth Fund, Newton Investment
management Nominees Limited, Newton Managed Fund, Newton Oak Fund, Newton
Phoenix Multi-Asset Fund, Northern Trust Investment Funds PLC, Northern Trust NonUcits Common Contractual Fund, Panagora Group Trust, Public Employee Retirement
System of Idaho, Pyramis Global EX U.S. Infex Fund LP, Russel Investment Company
Emerging Markets Fund, Schwab Global Real Estate Fund, SSGA MSCI Brazil Index
Non-Lending QP Common Trust Fund, State Street Emerging Markets, Teacher
Retirement System Of Texas, The Babcock & Wilcox Company Master Trust, The
Master Trust Bank of Japan, Ltd. as Trustee of BNY Melon Newton Global ex Japan
Equity Fund, The Master Trust Bank of Japan, Ltd. as Trustee of Nissay/Putnam Global,
Emerging Equity Mother Fund, The Monetary Authority of Singapore, The Northwestern
Mutual Life Insurance Company, The Pension Reserves Investment Management
Board, The Royal Bank Of Scotland PLC As Trustee of Jupiter GEMF, The Royal Bank
Of Scotland PLC As Depositary of Abaco Fund ICVC, The State Teachers Retirement
System of Ohio, TIAA-CREF Funds - TIAA-CREF Emerging Markets Equity Index Fund,
Tulare County Employees Retirement Association, University of Pittsburgh Medical
Center System, USAA Emerging Markets Fund., Vanguard Emerging Markets Stock
Index Fund, Vanguard FTSE All World Ex-US Small-Cap Index Fund A Series of
Vanguard International Equity Index, Vanguard International Value Fund, Wellington
Trust Company NA, West Virginia Investment Management Board, Wheels Common
Investment Fund e Wilmington International Equity Fund Select LP. Adriana Portella
Maron, by delegation of powers of UAM Assessoria e Gestão de Investimentos Ltda.,
attorney-in-fact of Unibanco Construção Civil Fundo de Investimento em Ações.
.18.
This is a free English translation of the original instrument drawn up in the Company’s
records.
São Paulo, April 29, 2011.
João Rossi Cuppoloni
Chairman
Sérgio Pedroso Rossi Cuppoloni
Secretary
.19.