Minutes of the 34th Annual General Meeting

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Minutes of the 34th Annual General Meeting
Investor Relations
Minutes of the 34th Annual General Meeting
MINUTES OF THE THIRTY­FOURTH ANNUAL GENERAL MEETING
On April 29, 2011, at 9:00 a.m., at the Company’s headquarters, at Rua Visconde de Nacar, nº 1.441, in the City of Curitiba, State of Paraná, the shareholders of
this Company representing seventy nine wholes and sixty hundredths percent (79.60%) of the Company’s voting capital, and seventy­one wholes and sixteen
hundredths percent (71.16%) of the Company´s capital met, pursuant to signatures in the shareholders’ attendance book.
PRESIDING BOARD: In conformity with the Bylaws, Mr. Cristiano Malucelli was elected as Chairman and Mr. Hilário Mário Walesko as Secretary to comprise the
Presiding Board.
CALL: The shareholders were summoned pursuant to the Call Notice published in the newspapers: “Jornal da Tarde”, “Gazeta do Povo” and in the “Official Gazette
of the State of Paraná” on April 14, 15 and 18, 2011.
AGENDA: a) to analyze the management accounts, as well as to examine, discuss and vote the financial statements for the fiscal year ended December 31, 2010;
b) to resolve on the allocation of net income for the year and ratify the prepayment of dividends and interest on equity effected in 2010; c) to resolve on the
election of the Company’s Board of Directors; and d) to establish management’s overall compensation for the current fiscal year.
UNANIMOUS RESOLUTIONS: a) To approve, without reservations, the management report, financial statements and notes to the financial statements for the
year ended December 31, 2010, published with the Independent Auditors’ opinion in the “Jornal da Tarde” newspaper, on February 28, 2011, on pages 3B, 4B, 5B,
6B and 7B, in the “Gazeta do Povo” newspaper, on February 28, 2011, on pages 2, 3, 4, 5 and 6, and in the “Official Gazette of the State of Paraná”, on February
28, 2011, on pages 30, 31, 32, 33, 34, 35, 36, 37, 38 and 39; b) (i) To approve the allocation of net income for the year as follows: five million, eight hundred
seventy­two thousand, six hundred and seven reais and seventy­four cents centavos (R$ 5,872,607.74) to the Legal Reserve, sixty­five million, four hundred
thirty­six thousand, four hundred twenty­nine reais and forty­four centavos (R$ 65,436,429.44), to the Reserve for the Integrity of the Shareholders’ Equity; (ii)
Shareholders approved the payments of interest on equity in the amount of five million, five hundred and six thousand, four hundred thirty­five reais and
ninety­two centavos (R$ 5,506,435.92), paid on May 13, 2010, ten million, six hundred forty­five thousand, four hundred forty­three reais and eighty­four
centavos (R$ 10,645,443.84), paid on August 12, 2010, seven million, seven million, nine hundred thirty­eight thousand, eight hundred fifty­seven reais and
eighty­eight centavos (R$ 7,938,857.88), paid on November 10, 2010, and twenty­two million, fifty­two thousand three hundred and eighty­three reais (R$
22,052,383.00), paid on February 24, 2011, attributed to the mandatory dividend of 25% of net income; c) To approve the election of the following members to
compose the Company’s Board of Directors, for a term­of­office of two (2) years, up to the 2013 Annual General Meeting: Mr. Alexandre Malucelli, Brazilian,
married, business administrator, Identity Card (RG) 1.440.698­0 SSP/PR, Individual Taxpayer (CPF/MF) 677.121.509­15, resident and domiciled in the city of
Curitiba, state of Paraná, with office at Rua Visconde de Nacar, n.º 1441, 5º floor, as Chairman, Mr. Jorge Nacli Neto, Brazilian, married, business administrator,
Identity Card (RG) 725.032/0 SSP­PR, Individual Taxpayer (CPF/MF) 185.421.909­04, resident and domiciled in the city of Curitiba, state of Paraná, with office at
Rua Visconde de Nacar, n.º 1441, 5º floor, as vice­Chairman, Mrs. Paola Malucelli de Arruda, Brazilian, married, engineer, Identity Card (RG) 3.863.349­5 SSP/PR,
Individual Taxpayer (CPF/MF) 028.838.819­44, resident and domiciled in the city of Curitiba, state of Paraná, at Rua Luiz Tramontin, n.º 1445, Campo Comprido,
Mr. Hilário Mário Walesko, Brazilian, married, accountant, Identity Card (RG) 3.126.088­4 SSP­ PR, Individual Taxpayer (CPF/MF) 510.710.969­15, resident and
domiciled in the city of Curitiba, state of Paraná, at Rua Theodoro Makiolka, n.º 469, and Mr. Wesley Montechiari Figueira, Brazilian, married, accountant, Identity
Card (RG) 062.515.578­8 IFP­RJ, Individual Taxpayer (CPF/MF) 840.222.487­34, resident and domiciled in the city of Curitiba, state of Paraná, with office at Av
Sete de Setembro, n.º 6810. Mr. Wesley Montechiari Figueira was elected as independent board member, pursuant to the Novo Mercado Listing Rules of
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros. The election of Board Members approved herein is subject to ratification by the Central Bank of Brazil.
The Board of Directors’ Members shall be invested in their positions upon signature of the respective instrument of investiture drawn up in the Book of Minutes of
Board of Directors’ Meeting, when they shall declare, under the penalties of Law, not to be involved in any of the crimes set forth by Law, that may impede them
from performing business activities, occupying management positions in financial institutions or publicly­held companies. d) To approve the overall annual
compensation for the Company’s management at up to twelve million reais (R$12,000,000.00), it being incumbent upon the Board of Directors to resolve on the
distribution of compensation among the managers. In response to a request by shareholders detaining five wholes and seventy­five percent (5.75%) of the
Company’s capital, the Fiscal Council was installed and shall remain in operation until the next Annual General Meeting. The shareholders who submitted the
request, appointed Mr. Reginaldo Ferreira Alexandre, Brazilian, married, economist, Identity Card (RG) 8.781.281 SSP/SP, Individual Taxpayer (CPF/MF)
003.662.408­03, resident and domiciled in the city of São Paulo, state of São Paulo, at Rua Leonardo Mota, 66, apto 12, as sitting member of the Fiscal Council,
and appointed Mr. Maurício Rocha Alves de Carvalho, Brazilian, married, engineer, Identity Card (RG) 04249242­1 SSP/SP, Individual Taxpayer (CPF/MF)
709.925.507­00, resident and domiciled in the city of São Paulo, state of São Paulo, at Rua Canário, n.º 515, apto 41, as alternate member of the Fiscal Council.
The following people were also appointed by the other shareholders, representing the majority of the capital stock attending the meeting Mr. Nelson Carlos
Cavichiolo, Brazilian, married, accountant, Identity Card (RG) 319.564 SSP/PR, Individual Taxpayer (CPF/MF) 027.746.909­00 resident and domiciled in the city of
Curitiba, state of Paraná at Rua Noel Rosa, 12, and Mr. Luiz Roberto Castiglione de Lima, Brazilian, divorced, economist, Identity Card (RG) 7.208.281­8/PR,
Individual Taxpayer (CPF/MF) 335.898.957­72, resident and domiciled in the city of Curitiba, state of Paraná at Rua João Menegusso, 198, house II as sitting
members of the Fiscal Council, and Mr. Cesar Chuk Seiblitz Guanaes, Brazilian, single, administrator, Identity Card (RG) 05735927­5 SSP/RJ, Individual Taxpayer
(CPF/MF) 779.034.807­82, resident and domiciled in the city of São Paulo, state of São Paulo at Rua Carolina Nabuco, n° 30, house and Mr. Ernesto Cardoso
Silveira, Brazilian, married, accountant, Professional Document issued by the Regional Accountancy Board, CRC/PR n. 32.798/O­0, Individual Taxpayer (CPF/MF) 504.149.259­04, resident and domiciled in the city of Curitiba, state of Paraná at Avenida Brasília, 4.380 as members of the Fiscal Council. The members of the
Fiscal Council elected herein shall take office after the election is ratified by the Brazilian Central Bank, by signing the respective instrument of investiture drawn up
in the Company’s records, in which they shall declare, in the term of law, not to be involved in any crime that may prevent them from exercising business
activities. The compensation of the Fiscal Council’s members shall be equivalent to the minimum limit set forth in article 162, paragraph 3 of Law 6,404/76.
After the matters in the agenda were duly addressed and approved, the meeting was adjourned for the time necessary to draw up these minutes. After reopening
the meeting, the present minutes were read and found in compliance, approved by the shareholders, who signed them in three (3) counterparts of equal tenor and
form. Curitiba, April 29, 2011. The following shareholders attended the meeting:
(i) Joel Malucelli, represented by its attorney­in­fact Mr. Cristiano Malucelli;
(ii) JNF Participações S.A., represented by its Executive Officer, Mr. Jorge Nacli Neto;
(iii) Jorge Nacli Neto;
(iv) André Luiz Malucelli;
(v) Alexandre Malucelli;
(vi) Cristiano Malucelli;
(vii) Monica Malucelli do Amaral, represented by its attorney­in­fact Mr. Cristiano Malucelli;
(viii) Paola Malucelli de Arruda, represented by its attorney­in­fact Mr. Cristiano Malucelli;
(ix) Julia Malucelli, represented by its attorney­in­fact Mr. Cristiano Malucelli;
(x) Gabriel Malucelli, represented by its attorney­in­fact Mr. Cristiano Malucelli;
(xi) Hilário Mário Walesko;
(xii) College Retirement Equities Fund;
(xiii) Gothic Corporation;
(xiv) Gothic HSP Corporation;
(xv) New Zealand Superannuation Fund;
(xvi) Philips Electronics North America Corporation Master Ret;
(xvii) Raytheon Company Master Trust;
(xviii) Smallcap World Fund. Inc;
(ixx) SSGA Active Emerging Markets Small Cap Securities Leanding Qib;
(xx) Teacher Retirement System of Texas;
(xxi) The Duke Endowment;
(xxii) The Royal Bank of Scotland Plc as trustee of Jupiter Global;
(xxiii) Dow Employees Pension Plan;
(xxiv) Vanguard Total International Stock Index Fund, A Series of Vanguard Star Funds;
(xxv) CSHG V M FUN INV Multimercado; (xxvi) CSHG VER EQ MAS Fun Inv Ações;
(xxvii) GREEN HG Fund LLC; and
(xxviii) American Funds Insurance Series ­ Global Small Capitalization.
Also attended the meeting KPMG Auditores Independentes, represented by its independent auditors, Mr. Alberto Spilborghs Neto and Mr. Eduardo de Freitas Souza.
This present instrument is a free English translation of the Minutes drawn up in the company’s records.
Cristiano Malucelli Hilário Mário Walesko
Chairman Secretary

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