ATA AGOE 2012_vIng
Transcrição
MINUTES OF THE ANNUAL AND EXTRAORIDNARY SHAREHOLDERS’ MEETINGS OF KROTON EDUCACIONAL S.A., HELD ON APRIL 30, 2012 PUBLICLY-HELD COMPANY CORPORATE TAXPAYER ID (CNPJ/MF): 02.800.026/0001-40 Registered in the Minas Gerais State Commerce Registry (JUCEMG) under Company Registry (NIRE) number 31.300.025.187 1. Venue, time and date: At the headquarters of Kroton Educacional S.A. (“Company”), located at Rua Santa Madalena Sofia, n. 25, 4º andar, sala 01, Bairro Vila Paris, in the city of Belo Horizonte, state of Minas Gerais, at 11:00 a.m., on April 30, 2012. 2. Attendance, Quorum and Call Notice: Shareholders representing 62,0% of the Company’s voting capital attended the meeting, as per signatures in the Shareholders’ Attendance Book, duly called through notices published on April 13, 16 and 17, 2012 in the Valor Econômico newspaper and on April 14, 17 and 18, 2012 in the Official Gazette of the State of Minas Gerais. The following persons also attended the meeting: (a) Mr. Ismar de Moura, CRC1SP 179631O2 and Ricardo Ramos da Silva, CRC1SP 196573O0, representatives of the audit firm Deloitte Touche Tohmatsu, pursuant to Article 134 of Law 6404, Paragraph 1, of December 15, 1976, as amended (“Law 6404/76”); (b) Mr. Carlos Alberto Bolina Lazar, Company’s Investor Relations Officer; (c) Ms. Lucila de Oliveira Carvalho, member of the Company’s Fiscal Council; (d) Mr. Evando José Neiva, member of the Company’s Board of Directors. 3. Presiding: Chairman – Evando José Neiva; and Secretary – Leonardo Augusto Leão Lara. 4. Reading of Documents: 4.1. The reading of documents concerning the Agenda of the Annual and Extraordinary Shareholders’ Meeting was waived, given that they are entirely known by the Shareholders, considering that the Company has complied with Article 133 and Paragraphs of Law 6404/76 (Brazilian Corporate Law), as amended. 5. Agenda: 5.1. At the Annual Shareholders’ Meeting: (i) To examine, discuss and vote on the financial statements, the Management Report and the auditor’s report for the year ended December 31, 2011; (ii) to deliberate on the allocation of the Company’s net income for the year ended December 31, 2011; 5.2. At the Extraordinary Shareholders’ Meeting: (i) To fix the overall annual management compensation for 2012; (ii) to deliberate on the proposal relating to the change of newspaper in which the Company publishes its legal documents. 6. Resolutions: 6.1. After discussing the matters of the Agenda, the shareholders resolve on the following: 6.1.1. To unanimously approve the drawing up of the minutes of the Annual and Extraordinary Shareholders' Meetings in the summary format. 6.1.2. Approval, without reservations, by unanimous vote the balance sheet, the financial statements, the Management Report and the auditor’s report for the year ended December 31, 2011, as published on March 29, 2012 in the Valor Econômico newspaper and on March 30, 2012 in the Official Gazette of the State of Minas Gerais. Computed the abstentions from some shareholders, in accordance to the Voting Protocol delivered by the Proxy Paula Maria de Olavarria Gotardello and filed in the Company´s headquarters. 6.1.3. To address, by majority vote, that was registered a Company’s loss for 2011, the reason for which no dividends will be distributed for these year. Computed the abstentions from some shareholders. 6.1.4. Approval by majority vote the overall annual management compensation at fifteen million reais (R$15,000,000.00) for 2012, and it is incumbent upon the Board of Directors to distribute fixed compensation, pursuant to the Company’s Bylaws. Computed the abstentions from some shareholders. 6.1.5. Approval by majority vote the change of newspaper in which the Company publishes its legal documents from Valor Econômico to Folha de São Paulo. Thus, the Company now publishes its legal documents in the Official Gazette of the State of Minas Gerais (DOEMG) and in the Folha de São Paulo newspaper. Computed the abstentions from some shareholders. 6.2. At the shareholder’s request at this Annual and Extraordinary Shareholders’ Meetings representing more than two per cent (2.0%) of total Capital, the Company’s Fiscal Council was installed, with duration up to the following Annual Shareholders’ Meeting in 2013, composed of the following members. Considered the abstentions from the shareholders represented by the proxy Paula Maria de Olavarria Gotardello. a) Raimundo Lourenço Maria Christians, Brazilian, married, accountant, resident at Rua Traipu, nº 352, Apto 41, Perdizes, CEP – 01.235-000, in the city and state of São Paulo, bearer of identification card number 8.957.492 SSP/MG and inscribed in the roll of individual taxpayers (CPF) under number 033.848.668-27 as sitting member, and Willian Pereira Pinto, Brazilian, bearer of identification card number 8.259.281-0 and inscribed in the roll of individual taxpayers (CPF) under number 006.521.618-04, as his respective deputy member. b) Lucila de Oliveira Carvalho, Brazilian, married, lawyer, resident and domiciled in the city of Belo Horizonte, state of Minas Gerais, at Rua Felipe dos Santos, 365, apto. 700, Bairro Lourdes, CEP 30180-160, bearer of identification card (CI M) number 2.276.781/SSPMG and inscribed in the roll of individual taxpayers (CPF) under number 549.878.306-04, registered in the Brazilian Bar Association (OAB/MG) under number 43.158, as sitting member, and Rodrigo Peres de Lima Netto, Brazilian, married, lawyer, resident and domiciled in the city of Belo Horizonte, state of Minas Gerais, at Rua Sebastião Fabiano Dias, nº 37, Apto 601, Bairro Belvedere, CEP – 30320-690, bearer of identification card (CI M) number 4.004.521 SSP/MG and inscribed in the roll of individual taxpayers (CPF) under number 850.709.126-15, registered in the Brazilian Bar Association (OAB/MG) under number 65.766, as her respective deputy member. c) Ricardo Scalzo, Brazilian, licensed in physics, married, resident at Rua Jacques Felix, nº 96, Apto 124 r, Vila Nova Conceição, CEP – 04509-000, in the city and state of São Paulo, bearer of identification card (RG) number 2.533.933 and inscribed in the roll of individual taxpayers (CPF) under number 370.933.55749, as sitting member, and Marcello da Costa Silva, Brazilian, business administrator, single, resident at Rua Alvorada, nº 1244, Apto 72, CEP – 04550004, Vila Olímpia, in the city and state of São Paulo, bearer of identification card (RG) number 33.362.030-6 SSP/SP and inscribed in the roll of individual taxpayers (CPF) under number 308.355.928-39, as his respective deputy member, as representing the non-controlling shareholders. 6.2.1. The sitting members elected for the Company’s Fiscal Council signed the Statement of Investiture and the Statement of Consent of the Members of the Fiscal Council, in accordance with rules of Level 2 Corporate Governance Differentiated Practices of BM&FBOVESPA – Securities, Commodities and Futures Exchange, filed at the Company’s headquarters. 6.2.2. The monthly compensation for each of the members of the Fiscal Council corresponds to ten per cent (10%) of the average compensation attributed to each Officer of the Company, excluding benefits, in accordance with Paragraph 3, Article 162 of Law 6404/76, as amended. The sitting and deputy members of the Fiscal Council herein elected are not impeded from performing their duties, pursuant to Law. 7. Closure, Drawn Up, Approval and Signature of the Minutes: There being no further business to discuss, the meeting was adjourned for the drawing up of these minutes, which were read, found in compliance and signed by all those present, and the publication of these minutes in the extract format was also approved, with omission of shareholders’ signatures, in accordance with Paragraphs 2 and 3, Article 130 of Law 6404/76. Belo Horizonte, April 30, 2012. Signatures. Presiding Board: Evando José Neiva, Chairman of the Board; Leonardo Augusto Leão Lara, Secretary. ATTENDING SHAREHOLDERS IN THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS ACCORDING TO THE VOTING PROTOCOLS THAT ARE FILED IN THE COMPANY’S HEADQUARTERS: PITAGORAS ADMINISTRAÇAO E PARTICIPAÇOES S/A, represented by LEONARDO AUGUSTO LEAO LARA; NEIVA PARTICIPAÇOES LTDA, represented by EVANDO JOSÉ NEIVA; SAMOS PARTICIPAÇOES LTDA, represented by LEONARDO AUGUSTO LEAO LARA; JULIO FERNANDO CABIZUCA, represented by LEONARDO AUGUSTO LEAO LARA; CITISIMO DO BRASIL PARTICIPAÇOES LTDA, represented by LEONARDO AUGUSTO LEAO LARA; ALTAMIRO BELO GALINDO, represented by LEONARDO AUGUSTO LEAO LARA; ATWILL HOLDING LIMITED; BELL ATLANTIC MASTER TRUST; BRUNEI INVESTIMENT AGENCY; COLLEGE RETIREMENT EQUITIES FUND; DOMINION RESOURCES INC. MASTER TRUST; EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND; EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NONLENDABLE FUND B; EMPLOYEES RETIREMET SYSTEM OF TEXAS; FIDELITY (continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton Educacional S/A, held on April 30, 2012) ADVISOR SERIES VIII: DIVERSIFIED INTERNATIONAL FUND; FIDELITY ADVISOR SERIES VIII; FIDELITY ADVISOR GLOBAL CAPITAL APPRECIATION FUND; FIDELITY CONTRAFUND; ADVISOR NEW INSIGHTS FUND; FIDELITY CONTRAFUND: FIDELITY FIDELITY HASTINGS STREET TRUST: FIDELITY GROWTH DISCOVERY FUND; FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR EQUITY GROWTH FUND; FIDELITY INVESTMENTO TRUST: FIDELITY DIVERSFIED INTERNATIONAL FUND; FORD MOTOR COMPANY DEFINEDY BENEFITY MASTER TRUST; GOTHIC CORPORATION; GOTHIC ERP LLC; GOTHIC HSP CORPORATION; IBM 401(K) PLUS PLAN; ISHARES MSCI BRAZIL SMALL CAP INDEX FUND; ISHARES MSCI EMERGING MARKETS SMAL CAP INDEX FUND; FUND; MFS EMERGING MARKETS EQUITY MFS GLOBAL NEW DISCOVERY FUND; MFS HERITAGE TRUST COMPANY COLLECTIVE INVESTMENT TRUST; MFS INSTITUTIONAL TRUST (CANADÁ) MFS EMERGING MARKETS EQUITY FUND; MFS MERIDIAN FUNDS EMERGING MARKETS EQUITY FUND; AMERICAN EQUITY FUND; MFS MERIDIAN FUNDS - LATIN MFS VARIABLE INSURANCE TRUST II- MFS EMERING MARKETS E.PORTFOLIO; MINISTRY OF STRATEGY AND FINANCE; NORTHWESTERN MARK.E.PORTFOLIO; FUND, LP; FUND; MUTUAL SERIES FUND, INC- EMERGING OFI INSTITUTIONAL EMERGING MARKETS EQUITY OFI TRUST COMPANY; OPPENHIMER OPPENHEIMER GLOBAL ALLOCATION DEVELOPING MARKETS FUND; OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND; PHILIPS ELETRONICS NORTH AMERICA CORPORATION MASTER RETIREMENT TRUST; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; SPDR S&P EMERGIN MARKETS SMALL CAP ETF; SSGA MSCI EMERGING; THE DUKE ENDOWMENT; THE PENSION RESERVES INVESTMENT MANAGEMENT INSURANCE PRODUTCTS FUND:GROWTH PORTFOLIO; BOARD; VARIABLE MARKETS SMALL CAP INDEX NON-LENDING COMMON TRUST FUND; SSGA SPDR ETFS EUROPE I PUBLIC LIMITED COMPANY; SSGA/REXITER ACTIVE EMERGING MARKETS (continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton Educacional S/A, held on April 30, 2012) NO-LENDING QIB COMMON TRUST FUND; STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS; STADE STREET EMERGING MARKETS; STICHTING PENSIONFONDS HOOGOVENS; THE BANK OF KOREA; PACIFIC LIFE FUNDS – PL EMERING MARKETS FUND; SPDR S&P EMERING MARKETS SMALL CAP ETF; SSGA MSCI EM MKTS SMALL CAP INDEX NON-LENDING COMMON TRUST FUND; SSGA SPDR ETFS EUROPE I PUBLIC LIMITED COMPANY; SSGA/REXITER ACTIVE EMERGING MARKETS NON-LENDING QIB COMMON TRUST; STATE STREET BANK AND TRUST COMPANY INV FUNDS FOR TAX EXEMPT RET P; STATE STREET HOOGOVENS; EMERING THE BANK MARKETS; OF KOREA; STICHTING THE PENSIOENFONDS PENSION RESERVES INVESTIMENT MANAGEMENT BOARD VARIABLE INSURANCE PRODUCTS FUND: GROWTH PORTFOLIO; WILLETT (AIV) SELECT INVESTORS I LP; FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR EQUITY GROWTH FUND; FIDELITY INVESTIMENT TRUST: FIDELITY DIVERSIFIED INTERNATIONAL FUND; OPPENHEIMER DEVELOPING MARKETS FUND; INTERNATIONAL SMALL COMPANY FUND; OPPENHEIMER VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUAD STAR FUND; AMUNDI FUNDS; BLACKWELL PARTNERS, LLC; RBC DEXIA INVESTOR SERVICES TRUST AS TRUSTEE FOR THE CANADA POST CORPORATION PENSION PLAN, HOUR-GLASS EMERGING MARKETS SHARES SECTOR TRUST; AMUNDI; AMUNDI FUNDS; RBC DEXIA INVESTOR SERVICES TRUSTEE AS TRUESTREE FOR THE CANADA POSRT CORPORATION PENSION PLAN; REPRESENTED BY PAULA MARIA DE OLAVARRIA GOTARDELLO; ALEXANDRE PEDERCINI ISSA; CONSTELLATION LONG SHORT MASTER FIA; FCB MASTER FIA; CONSTELLATION MASTER FUNDO DE INVESTIMENTO DE AÇOES; BARTHE HOLDINGS; TYLER FINANCE LLC; BEWETT INTERNATIONAL LLC; BC MASTER – FUNDO DE INVESTIMENTO EM AÇÕES; BC MASTER FUNDO DE INVESTIMENTO EM AÇÕES; BRASIL CAPITAL MASTER – FUNDO DE INVESTIMENTO (continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton Educacional S/A, held on April 30, 2012) MULTIMERCADO; PARTNER FUNDO DE INVESTIMENTO EM AÇÕES; REPRESENTED BY MARCELLO DA COSTA SILVA; FATOR PRISMA MARTER FIA; FATOR PRISMA MASTER FIA; FATOR PRISMA MASTER FIA; FUNDO DE INVESTIMENTO FATOR UIRAPURU MULTIMERCADO; FI FATOR ARBITRAGEM MULTIMERCADO; FI FATOR HEDGE ABSOLUTO MULTIMERCADO; FUNDO FATOR SINERGIA IV FIA; FUNDO FATOR SINERGIA IV FIA; FUNDO FATOR SINERGIA IV FIA, REPRESENTED BY RICARDO ORDINE GENTIL NEGRÃO; ALEXANDRE PEDERCINI ISSA; EVANDO JOSÉ NEIVA, REPRESENTATIVE OF THE BOARD OF DIRECTORS; ISMAR DE MOURA AND RICARDO RAMOS DA SILVA, REPRESENTATIVES OF DELOITTE TOUCHE TOHMATSU; CARLOS ALBERTO BOLINA LAZAR, REPRESENTATIVE OF THE BOARD OF EXECUTIVE DIRECTORS, LUCILA DE OLIVEIRA CARVALHO, REPRESENTATIVE OF FISCAL COUNCIL. Belo Horizonte, April 30, 2012 Presiding: ____________________________ Evando José Neiva Chairman _______________________________ Leonardo Augusto Leão Lara Secretary (continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton Educacional S/A, held on April 30, 2012) Attending shareholders: PITÁGORAS ADMINISTRAÇÃO E PARTICIPAÇÕES S.A. ____________________________ Leonardo Augusto Leão Lara Proxy ___________________________________________________ NEIVA PARTICIPAÇOES LTDA Evando José Neiva _________________________________________________ ALTAMIRO BELO GALINDO Proxy Leonardo Augusto Leão Lara ___________________________________________________ JÚLIO FERNANDO CABIZUCA Proxy Leonardo Augusto Leão Lara ____________________________________________________ CITISSIMO DO BRASIL PARTICIPAÇOES LTDA Proxy Leonardo Augusto Leão Lara (continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton Educacional S/A, held on April 30, 2012) _____________________________________ SAMOS PARTICIPAÇOES LTDA Proxy Leonardo Augusto Leão Lara __________________________________________________________ PAULA MARIA DE OLAVARRIA GOTARDELLO ____________________________________________ ALEXANDRE PEDERCINI ISSA ___________________________________________________________________ MARCELLO DA COSTA SILVA ____________________________________________________________________ RICARDO ORDINE GENTIL NEGRÃO (continuation of signatures page of the Annual and Extraordinary Shareholders’ Meeting of Kroton Educacional S/A, held on April 30, 2012) Others: ______________________________ Evando José Neiva Representative of the Board of Directors ______________________________ Ismar de Moura Representative of Deloitte Touche Tohmatsu ____________________________________ Ricardo Ramos da Silva Representative of Deloitte Touche Tohmatsu ___________________ Carlos Alberto Bolina Lazar Representative of the Board of Executive Officers _________________________ Lucila de Oliveira Carvalho Representative of the Fiscal Council
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