Non Settlement Term

Acionistas presentes:
College Retirement Equities Fund; The Pension Reserves Investment Manag Board;
Ford Motor Co Defined Benef Master Trust; Eaton Vance Parametric Tax-Managed
Emerging Markets Fund; Legg Mason Global Funds FCP (Luxembourg); State St B and
T C Inv F F T E Retir Plans; Eaton Vance Parametric Structured Emerging Markets
Fund; Eaton Vance Collective Investment Tfe Bem Em Mq Que Fd; Eaton Vance
International (Irlnd) Fds Plc on Bhlf of Etn Vance Int (Irlnd) Ppa; Spdr S&P Emerging
Markets Small Cap Etf; Ssga Msci Emerging Mkt Small Ci Non Lending Common Trt
Fund; State of California Public Employees Ret.; Norges Bank; Fidelity Investment
Trust Latin America Fund; Fidelity Latin America Fund; Vanguard Ftse All-Wd Ex-Us
Small-Cap Index Fd, a Srs of Vngrd Int Equity Index; Vanguard Total International
Stock Index Fd, a Se Van S F; Railways Pension Trustee Company Limited; JPMorgan
Funds; Public Employees Retirement Association of New Mexico; The JPMorgan
Global Emerging Markets Funds, LLC. (p.p. Dr. George Washington Tenório
Marcelino).
Lupapar Negócios e Empreendimentos Ltda.; Nestor Perini; Gilberto Pasquale da Silva;
Sergio Feijão Filho; Eduardo Lobato Salles Moulin Louzada; José Luiz Tavares
Ferreira. (p.p. Dr. Jean Matana Moreira, Jucelino de Carli e Nilso Picinini).
Fundação Petrobras de Seguridade Social – Petros. (p.p. Dr. Cristiano Castilhos)
Lupatech S. A.
Rua Dalton Lahm dos Reis, n.º 201 - Distrito Industrial
95.112-090 - Caxias do Sul - RS
Fone 55 54 2992.7000 - Fax 55 54 2992.7601
www.lupatech.com.br
LUPATECH S.A.
Corporate Taxpayer’s ID (CNPJ/MF) 89.463.822/0001-12
Corporate Registry ID (NIRE) 43.3.0002853-4
Public Held Company – Novo Mercado
NON SETTLEMENT TERM OF THE EXTRAORDINARY SHAREHOLDER’S
MEETING
OF SEPTEMBER 30, 2011
1. DATE, TIME AND PLACE: Meeting held on September 30, 2011, at 11 a.m., at the
Company’s headquarter, located at Rua Dalton Lahn dos Reis, n° 201, in the city of
Caxias do Sul, state of Rio Grande do Sul.
2. TABLE: Nestor Perini, Chairman; Jean Matana Moreira, Secretary.
3. CALL AND ATTENDANCE: The Call Notice was published on the newspapers
Valor Econômico and Diário Oficial do Estado do Rio Grande do Sul, on September 15,
16 and 19 of 2011, respectively, with the following agenda: (a) adjust the Bylaws to the
new rules determined in the BM&FBOVESPA’s Novo Mercado Listing Regulations
(“Novo Mercado Regulations”) in effect as of May 10, 2011, regarding the “minimum
mandatory clauses”; (b) adjust the wording of article 1 of the Bylaws to define the term
“Company”; (c) adjust the wording of article 5 of the Bylaws to include the Company’s
current capital stock, pursuant to the capital increase resulting from the conversion of
fourteen (14) debentures issued in the scope of the 2nd Issue of Debentures Convertible
into Company shares, with Floating Charge for Private Placement, duly ratified by the
Company’s Board of Directors’ Meeting held on May 20, 2011; (d)
include
paragraph 2 in article 5 of the Bylaws to establish that, within the authorized capital
limit in paragraph 1 of article 5, the Board of Directors may resolve on the issue of
debentures convertible into shares; (e) amend article 15, VIII, of the Bylaws, to
exclude the definition of “Novo Mercado” and “BM&FBOVESPA” as these terms are
now defined in paragraph 1 of article 1 of the Bylaws; (f) amend the wording of article
20 of the Bylaws to exclude the mention that the members of the Board of Directors
should be Company shareholders; (g) amend article 23, VIII, of the Bylaws to include
the resolution on the issue of debentures convertible into shares as a competence of the
Board of Directors; (h) amend article 23, IX, of the Bylaws to exclude the provision
that the Board of Directors can only resolve on the issue of simple debentures with no
real guarantee, in view of Law 12431, of June 24, 2011; (i)
amend article 23, XIII,
of the Bylaws to include “CVM” instead of “Brazilian Securities and Exchange
Commission”, as this term was defined in article 23, XII, of the Bylaws; (j)
amend
article 24 of the Bylaws to include the provision that executive officers are allowed to
accumulate positions; (k) amend article 49, caput (new numbering) of the Bylaws, to
include that the term Acquiring Shareholder is defined below; (l) amend article 49,
paragraph 1 (new numbering) of the Bylaws to include the definition of Acquiring
Shareholder; (m) amend article 49, paragraph 3 (new numbering) to include that CVM
Instruction 361, of March 5, 2002, has been amended; (n) amend article 49, paragraph 6
(new numbering) of the Bylaws to exclude the provision that the public tender offer
mentioned in this article is regulated by CVM; (o) amend article 50, sole paragraph
(new numbering) of the Bylaws to exclude the express mention of the item of the
Regulation of Arbitration that addresses the formation of the court, as said regulation is
being reviewed by BM&FBOVESPA and its numbering will be altered; (p) substitute
the reference to “BOVESPA” by “BM&FBOVESPA” in the following provisions of the
Bylaws: 41, (ii); 49, caput and paragraphs 3, (ii), and 4 (all according to the new
Lupatech S. A.
Rua Dalton Lahm dos Reis, n.º 201 - Distrito Industrial
95.112-090 - Caxias do Sul - RS
Fone 55 54 2992.7000 - Fax 55 54 2992.7601
www.lupatech.com.br
numbering proposed); (q) substitute the reference to “company” by “Company” in the
following provisions of the Bylaws: article 16, sole paragraph and 49, paragraph 4 (all
according to the new numbering proposed), as this term was defined in article 1 of the
Bylaws; (r) substitute the reference to “Management” by “management” in article 16,
caput, as this term was not defined in the Bylaws; (s) exclude paragraph 13 of former
article 52 of the Bylaws as it is a transitory provision at the time of the Company’s
Initial Public Offering; (t) exclude former article 56 of the Bylaws as it is a transitory
provision at the time of the Company’s Initial Public Offering; (u) correct cross
references in articles 23, XXIV; 41, (ii); 45, caput; 46, caput; 49, paragraphs 2, 3, 4, 5
and 12 (in accordance with the new numbering proposed); (v) adjust the numbering of
the Bylaws as a result of the changes proposed above; and, (x) to consolidate the
Bylaws, in accordance with the changes proposed in item I of the agenda.
Present of Shareholders representing only 40,20% (forty point twenty percent) of the
Company share capital, all then entitled to vote, as indicated in the respective
Shareholders’ Attendance Book.
The Shareholder’s Extraordinary Meeting was not settled considering that the minimum
quorum was not reached, i.e., the representation of at minimum 2/3 (two thirds) of the
Company share capital as set forth in the article 132 of Law 6,404/76.
4.
CLOSING: Therefore, these present minutes were drawn up, read and as in
compliance, was signed by all.
Caxias do Sul (RS), September, 30 of 2011.
Jean Matana Moreira
Secretary
Shareholders Attendance List:
College Retirement Equities Fund; The Pension Reserves Investment Manag Board;
Ford Motor Co Defined Benef Master Trust; Eaton Vance Parametric Tax-Managed
Emerging Markets Fund; Legg Mason Global Funds FCP (Luxembourg); State St B and
T C Inv F F T E Retir Plans; Eaton Vance Parametric Structured Emerging Markets
Fund; Eaton Vance Collective Investment Tfe Bem Em Mq Que Fd; Eaton Vance
International (Irlnd) Fds Plc on Bhlf of Etn Vance Int (Irlnd) Ppa; Spdr S&P Emerging
Markets Small Cap Etf; Ssga Msci Emerging Mkt Small Ci Non Lending Common Trt
Fund; State of California Public Employees Ret.; Norges Bank; Fidelity Investment
Trust Latin America Fund; Fidelity Latin America Fund; Vanguard Ftse All-Wd Ex-Us
Small-Cap Index Fd, a Srs of Vngrd Int Equity Index; Vanguard Total International
Stock Index Fd, a Se Van S F; Railways Pension Trustee Company Limited; JPMorgan
Funds; Public Employees Retirement Association of New Mexico; The JPMorgan
Global Emerging Markets Funds, LLC. (p.p. Dr. George Washington Tenório
Marcelino).
Lupapar Negócios e Empreendimentos Ltda.; Nestor Perini; Gilberto Pasquale da Silva;
Sergio Feijão Filho; Eduardo Lobato Salles Moulin Louzada; José Luiz Tavares
Ferreira. (p.p. Dr. Jean Matana Moreira, Jucelino de Carli e Nilso Picinini).
Fundação Petrobras de Seguridade Social – Petros. (p.p. Dr. Cristiano Castilhos).
Lupatech S. A.
Rua Dalton Lahm dos Reis, n.º 201 - Distrito Industrial
95.112-090 - Caxias do Sul - RS
Fone 55 54 2992.7000 - Fax 55 54 2992.7601
www.lupatech.com.br